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 March 31, 2010
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 300
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 has submitted electronically and
posted on its corporate web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section
232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).
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
the definitions 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 May 3, 2010, there were 19,412,499 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, 2009
and March 31, 2010 (unaudited) Page 3
Condensed consolidated statements of operations for the
three months ended March 31, 2009 and 2010 (unaudited) Page 4
Condensed consolidated statements of changes in stockholders'
equity for the three months ended March 31, 2010 (unaudited) Page 5
Condensed consolidated statements of cash flows for the
three months ended March 31, 2009 and 2010 (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, March 31,
2009 2010
------------ ------------
Current assets:
Cash $ 333,204 $ 303,108
Accounts and notes receivable - net 1,343,500 1,539,674
Inventories 239,006 237,553
Assets held for resale 243,527 243,527
Prepaid expenses 241,852 341,080
Deferred tax asset - current portion 1,050,500 1,050,500
------------ ------------
Total current assets 3,451,589 3,715,441
------------ ------------
Property and equipment:
Equipment 1,133,312 1,135,707
Leasehold improvements 96,512 96,512
------------ ------------
1,229,824 1,232,219
Less accumulated depreciation and amortization 790,134 807,658
------------ ------------
Net property and equipment 439,690 424,562
Deferred tax asset (net of current portion) 10,703,594 10,472,935
Other assets including long-term portion of notes receivable 2,087,644 2,255,139
------------ ------------
Total assets $ 16,682,517 $ 16,868,077
============ ============
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term note payable $ 1,500,000 $ 1,500,000
Accounts payable and accrued expenses 434,665 651,510
------------ ------------
Total current liabilities 1,934,666 2,151,511
------------ ------------
Long-term obligations:
Note payable to bank (net of current portion) 4,125,000 3,750,000
------------ ------------
Total long-term liabilities 4,125,000 3,750,000
------------ ------------
Stockholders' equity:
Common stock - no par value (25,000,000 shares authorized, 19,412,499
issued and outstanding as of December 31, 2009 and March 31, 2010) 23,074,160 23,082,844
Preferred stock (5,000,000 shares authorized and 20,625 issued and
outstanding as of December 31, 2009 and March 31, 2010) 800,250 800,250
Accumulated deficit (13,251,559) (12,916,528)
------------ ------------
Total stockholders' equity 10,622,851 10,966,566
------------ ------------
Total liabilities and stockholders' equity $ 16,682,517 $ 16,868,077
============ ============
See accompanying notes to condensed consolidated financial statements.
3
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended
March 31,
-------------------------
2009 2010
----------- -----------
Royalties and fees $ 1,759,614 $ 1,635,656
Administrative fees and other 12,563 6,250
Restaurant revenue 118,891 113,226
----------- -----------
Total revenue 1,891,068 1,755,132
Operating expenses:
Salaries and wages 274,149 240,388
Trade show expense 75,617 75,139
Travel expense 44,532 36,239
Sales commissions 3,627 --
Other operating expenses 191,949 190,515
Restaurant expenses 118,023 111,749
Depreciation and amortization 19,338 14,574
General and administrative 353,402 394,804
----------- -----------
Total expenses 1,080,637 1,063,406
----------- -----------
Operating income 810,431 691,725
Interest and other expense 120,315 109,399
----------- -----------
Income before income taxes 690,116 582,326
Income tax expense 273,355 230,659
----------- -----------
Net income 416,761 351,667
Cumulative preferred dividends 16,636 16,636
----------- -----------
Net income available to common
stockholders $ 400,125 $ 335,031
=========== ===========
Earnings per share - basic:
Net income $ .02 $ .02
Net income available to common stockholders .02 .02
Weighted average number of common shares
outstanding 19,412,499 19,412,499
Diluted earnings per share:
Net income $ .02 $ .02
Weighted average number of common shares
outstanding 19,854,863 20,036,415
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, 2009 $ 800,250 19,412,499 $ 23,074,160 $(13,251,559) $10,622,851
Net income for three months ended
March 31, 2010 351,667 351,667
Cumulative preferred
dividends (16,636) (16,636)
Amortization of value of employee
stock options 8,684 8,684
--------- ---------- ----------- ------------ -----------
Balance at March 31, 2010 $ 800,250 19,412,499 $23,082,844 $(12,916,528) $10,966,566
========= ========== =========== ============= ===========
See accompanying notes to condensed consolidated financial statements.
5
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Three Months Ended March 31,
----------------------------
OPERATING ACTIVITIES 2009 2010
--------- ---------
Net income $ 416,761 $ 351,667
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 46,929 23,257
Deferred income taxes 273,355 230,659
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts and notes receivable (234,742) (196,174)
Inventories (13,848) 1,453
Prepaid expenses 13,716 (99,228)
Other assets (23,025) (167,496)
Increase (decrease) in:
Accounts payable and accrued expenses 26,228 301,699
--------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 505,374 445,839
--------- ---------
INVESTING ACTIVITIES
Purchase of property and equipment (18,385) (2,395)
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES (18,385) (2,395)
--------- ---------
FINANCING ACTIVITIES
Payment of obligations from discontinued operations (215,925) (81,906)
Payment of cumulative preferred dividends (16,636) (16,636)
Payment of principal on outstanding debt (375,000) (375,000)
--------- ---------
NET CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES (607,561) (473,541)
--------- ---------
Increase (decrease) in cash (120,572) (30,096)
Cash at beginning of period 450,968 333,204
--------- ---------
Cash at end of period $ 330,396 $ 303,108
========= =========
Supplemental schedule of non-cash investing and financing activities
None
Cash paid for interest $ 114,311 $ 84,080
See accompanying notes to condensed consolidated financial statements.
6
Notes to Condensed Consolidated Financial Statements (Unaudited)
----------------------------------------------------------------
Note 1 - The accompanying unaudited interim condensed consolidated financial
statements, included herein, have been prepared by the Company pursuant to the
rules and regulations of the Securities and Exchange Commission ("SEC"). Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to ensure the information
presented is not misleading. These condensed consolidated statements have been
prepared in accordance with the Company's accounting policies described in the
Annual Report on Form 10-K for the year ended December 31, 2009 and should be
read in conjunction with the audited consolidated financial statements and the
notes thereto included in that report. Unless the context indicates otherwise,
references to the "Company" mean Noble Roman's, Inc. and it's subsidiaries.
In the opinion of the management of the Company, the information contained
herein reflects all adjustments necessary for a fair presentation of the results
of operations and cash flows 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 three-month period ended March 31, 2010 are not
necessarily indicative of the results to be expected for the full year ending
December 31, 2010.
Note 2 - Royalties and fees include $28,600 and $64,000 for the three-month
periods ended March 31, 2009 and 2010, respectively, of initial franchise fees.
Royalties and fees include $56,023 and $59,684 for the three-month period ended
March 31, 2009 and 2010, respectively, of equipment commissions. Royalties and
fees, less initial franchise fees and equipment commissions were $1,674,991 and
$1,511,972 for the three-month periods ended March 31, 2009 and 2010,
respectively. This decrease resulted from traditional franchise closings in the
approximate amount of $102,384 and a decrease in ongoing royalties and fees from
non-traditional units other than grocery stores in the approximate amount of
$105,275 partially offset by an increase in ongoing royalties and fees from the
grocery store take-n-bake additions in the amount of $44,640. The Company has no
material amount of past due royalties.
There were 834 outlets in operation on December 31, 2009 and 876 outlets on
March 31, 2010. During the three-month period ended March 31, 2010, there were
54 new outlets opened and 12 outlets closed.
Note 3 - The following table sets forth the calculation of basic and diluted
earnings per share for the three-month period ended March 31, 2009:
Income Shares
------ ------ Per-Share
(Numerator) (Denominator) Amount
------
Net income $ 416,761 19,412,499 $ .02
Less preferred stock dividends (16,636)
----------
Earnings per share - basic
Income available to common stockholders 400,125 .02
Effect of dilutive securities
Warrants 0
Options 75,698
Convertible preferred stock 16,636 366,666
---------- ----------
Diluted earnings per share
Income available to common stockholders
and assumed conversions $ 416,761 19,854,863 $ .02
7
The following table sets forth the calculation of basic and diluted earnings per
share for the three-month period ended March 31, 2010:
Income Shares
------ ------ Per-Share
(Numerator) (Denominator) Amount
------
Net income $ 351,667 19,412,499 $ .02
Less preferred stock dividends (16,636)
----------
Earnings per share - basic
Income available to common stockholders 335,031 .02
Effect of dilutive securities
Warrants 0
Options 257,250
Convertible preferred stock 16,636 366,666
---------- ----------
Diluted earnings per share
Income available to common stockholders
and assumed conversions $ 351,667 20,036,415 $ .02
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 on June 19, 2008 (Cause No. 29D01
0806 PL 739). The Plaintiffs in the case originally were 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. Plaintiffs
Marikate and Paul Morris and Kapza, Inc. have withdrawn their claims against the
Company. The Defendants originally were the Company, Paul W. and A. Scott
Mobley, Troy Branson, Mitch Grunat, CIT Small Business Lending Corporation and
PNC Bank. The court has dismissed the claims against CIT Small Business Lending
Corporation and PNC Bank.
The Plaintiffs are former franchisees of the Company's traditional location
venue. In addition to the Company, the Defendants include certain of the
Company's officers. The Plaintiffs allege that the Defendants induced them to
purchase traditional franchises through fraudulent representations and omissions
of material facts regarding the franchises, and seek compensatory and punitive
damages. In the complaint, the Plaintiffs claimed damages in the aggregate in
the amount of $6.8 million and in some cases requested punitive damages, court
costs and/or prejudgment interest. Discovery is in progress, but has not yet
been completed. To date, 11 of the 13 remaining Plaintiff groups have been
deposed. Plaintiffs' counsel withdrew representation of Plaintiffs Soltero and
counsel for Defendants has been unable to locate Plaintiffs Soltero, leaving one
Plaintiff group, Villasenor, to be deposed. Because the Villasenors have failed
to appear for two previous scheduled depositions, Defendants, on April 16, 2010,
filed a motion to compel the deposition of Villasenors and require them to
appear in Indianapolis for their depositions during the week of May 3, 2010 or
to dismiss Villasenors claims against Defandants with prejudice if they fail
again to appear for the noticed depositions. On April 29, 2010, the Judge
granted Defendants' motion and ordered Villasenors to appear in Indianapolis for
depositions at a time convenient to Defendants' counsel during the week of May
3, 2010 or all claims alleged in this lawsuit by the Villasenors against
Defendants will be dismissed with prejudice if the Villasenors fail to appear
for deposition. Defendants noticed Brenda Villasenor for deposition on May 6,
8
2010 and Henry Villasenor was noticed for deposition on May 7, 2010. Brenda
Villasenor did not appear for her noticed deposition.
The Company filed a Counter-Claim for Damages against all of the Plaintiffs and
moved to obtain Preliminary and Permanent Injunctions against a majority of the
Plaintiffs to remedy the Plaintiffs' continuing breaches of the applicable
franchise agreements. The Company's Motion for Preliminary Injunction was
granted in October 2008. The Company has asserted that none of the preliminarily
enjoined Plaintiffs fully complied with the Court's Order and that several of
them only minimally complied. Accordingly, the Company filed a Motion to Require
Full Compliance and To Show Cause why they should not be held in contempt and
for attorney's fees as sanctions.
The Company filed a Motion to Revoke the Temporary Admission Pro Hac Vice of
David M. Duree, Plaintiffs' former counsel, for filing fraudulent affidavits
with the Court. The Court granted this motion in March 2009. In the same ruling
the Court: continued the Motion to Show Cause to allow parties time to conduct
discovery, including depositions on the preliminarily enjoined Plaintiffs, on
that issue; granted preliminary injunctions against Plaintiffs Gomes and
Villasenor; dismissed claims against CIT Small Business Lending Corporation and
PNC Bank with prejudice; and struck the fraudulent affidavits. New counsel for
Plaintiffs entered his appearance in the case on behalf of the Plaintiffs in May
2009.
The Company also filed a Motion for Partial Summary Judgment as to several
claims in the Complaint, which the Judge granted in September, 2009. In October,
2009 Plaintiffs filed a Motion to Correct Error, Reconsider and Vacate Order;
Request for Clarification; Alternatively, Motion for Certification of Appeal of
Interlocutory Order and for Stay of Proceeding Pending Appeal. In January, 2010,
the court denied Plaintiffs' Motion and in the same Order the court denied
Plaintiffs' Motion for Certification of Appeal of Interlocutory Order and for
Stay of Proceedings Pending Appeal. Further, the court denied Plaintiffs'
request to amend their Complaint. In February, 2010, counsel for the Plaintiffs
filed a Notice of Appeal with the Indiana Court of Appeals. Defendants' Counsel
is preparing a Brief in Opposition to the appeal, both for lack of jurisdiction
and also on the merits. The Brief in Opposition is due to be filed on or before
May 15, 2010.
Certain Defendants were scheduled for depositions by Plaintiffs' counsel during
the week of August 24, 2009, however, Plaintiff's counsel canceled those
depositions. They were scheduled again for deposition during the week of
November 9, 2009, however, Plaintiffs' counsel canceled those depositions.
Defendants had been rescheduled for depositions during the week of March 15,
2010, however, on March 12, 2010 Plaintiffs' counsel again canceled those
depositions stating the reason was because of an unidentified family emergency.
Because Defendants and Defendants' counsel had expended a significant amount of
time and money preparing for depositions that were canceled right before the
deposition dates, Defendants filed a Motion for Protective Order prohibiting the
depositions of Defendants unless just cause is demonstrated for Plaintiffs'
cancellation of Defendants' deposition previously scheduled to occur on March
15, 2010 through March 19, 2010. On April 28, 2010, the court notified
Plaintiffs' counsel to submit under seal the specific reasons why he canceled
Defendants' depositions by May 7, 2010 in order to rule on Defendants' Motion
for Protective Order. If Plaintiffs' counsel does not submit those reasons by
May 7, 2010, the court will rule on the existing pleadings.
Defendants have filed Motions for Summary Judgment as to some of the Plaintiffs
as a result of their testimony at depositions and are in the process of
preparing motions for Summary Judgment against all of the other Plaintiffs whose
depositions have been taken. In his Order of February 2, 2010, the Judge set a
9
deadline of April 30, 2010 for filing of all remaining Motions for Summary
Judgment, a deadline of June 4, 2010 for Plaintiffs' Response to the Motions and
a deadline of June 18, 2010 for Defendants' Reply to Responses. Because of the
difficulty in scheduling Plaintiffs for deposition by Defendants, in the Court's
Order of April 29, 2010, the Court extended the deadline for filing summary
judgment motions to May 31, 2010, the deadline for any responses to those
motions to July 5, 2010 and the deadline for any reply brief to that response to
July 19, 2010.
On April 30, 2010, Plaintiffs Marikate Morris, Paul Morris and Kapza, Inc. filed
a Motion to Voluntarily Dismiss Claims with the Court in which they requested
that the Court dismiss with prejudice all of their claims against the
Defendants. In the Motion, the moving Plaintiffs do not request that the Court
dismiss the Company's counter-claim against the moving Plaintiffs, and,
accordingly, counter-claim will not be affected by the Court's eventual ruling
on the Motion.
Note 5: The Company evaluated subsequent events through the date the financial
statements were issued and filed with the Securities and Exchange Commission.
There were no subsequent events that required recognition or disclosure.
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Introduction
------------
The Company sells and services franchises for non-traditional and stand-alone
foodservice operations under the trade names "Noble Roman's Pizza," "Tuscano's
Italian Style Subs", "Noble Roman's Take-N-Bake", "Tuscano's Grab-N-Go Subs" and
"Noble Roman's Bistro." The Company believes the attributes of these concepts
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
producing superior results. We believe the following make our products 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.
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 nearly 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
10
vendors and distributed by unrelated distributors who deliver throughout most of
the continental United States. We believe this process results in products that
are great tasting, quality consistent, easy to assemble and relatively low in
food cost and require relatively low amounts of labor.
Noble Roman's Take-N-Bake Pizza
-------------------------------
The Company recently developed a take-n-bake version of its pizza as an addition
to its menu offerings. The take-n-bake pizza is designed as an add-on component
for new and existing convenience store franchisees and as a stand-alone offering
for grocery store chains. The Company, since it started offering take-n-bake
pizza to grocery store chains in September 2009, had signed agreements, as of
March 31, 2010, for 93 grocery store locations to operate the take-n-bake pizza
program, 79 of which were open at that time. As of April 30, 2010, the Company
had signed agreements for 155 grocery store locations to operate the take-n-bake
pizza program, 101 of which were open at that time and anticipates the remainder
of the 155 locations to open during the first three weeks of May 2010. The
Company expects to sign several additional units with existing chains and is
also in discussions with several other grocery store chains. The take-n-bake
program has also been integrated into the operations of many existing
convenience stores, generating significant add-on sales, and is now being
offered to all convenience store franchisees. The Company uses the same high
quality pizza ingredients for its take-n-bake product as with its standard
pizza, with slight modification to portioning for increased home baking
performance.
Tuscano's Italian Style Subs
----------------------------
Tuscano's Italian Style Subs is a separate restaurant concept 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 that include an
Italian themed menu. 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
locations that do not have a Noble Roman's Pizza franchise.
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, 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.
The Company has recently developed a grab-n-go service system for a limited
portion of the Tuscano's menu. The grab-n-go system is designed to add sales
opportunities at existing non-traditional Noble Roman's Pizza and/or Tuscano's
Subs locations. The grab-n-go system has already been integrated into the
operations of several existing locations, generating significant add-on sales.
The system is now being made available to other existing franchisees.
The Company is now offering new, non-traditional franchisees the opportunity to
open with both take-n-bake pizza and grab-n-go subs when they acquire a
dual-branded franchise. Additionally, through changes in the menu, operating
systems and equipment structure, the Company is now able to offer dual Noble
Roman's Pizza and Tuscano's Subs franchises at a significantly reduced
investment cost. The Company recently began promoting these enhancements for
non-traditional locations, and has been demonstrating the dual-brand at a
variety of trade shows in recent months.
11
Noble Roman's Bistro
--------------------
Noble Roman's Bistro, introduced in October 2008, is an 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 SuperSlice pizza, one-fourth of a large pizza,
along with hot entrees such as chicken parmesan, baked pastas, hot sub
sandwiches, breadsticks and calzones plus fresh salads and snacks. The Bistro is
also available with an optional breakfast expansion menu featuring a wide
variety of standard breakfast favorites. 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 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.
Though focusing on non-traditional franchise expansion, the Company will still
seek to capitalize on other franchising opportunities as they present
themselves.
With the major focus being on non-traditional franchising, the Company's
requirements for overhead and operating cost are reduced. In addition, during
December 2008 the Company discontinued operating restaurants, by selling all but
two of the restaurants to be operated as franchises, which also substantially
reduced the Company's requirements for overhead and operating cost for the
foreseeable future. The Company does intend to continue operating the two
locations that it uses for testing and
12
demonstration purposes. This change has allowed for a more complete focus on
selling and servicing franchises to capitalize on the attractive opportunity the
Company believes it has for increased unit growth in non-traditional franchises.
Enhance Product Offerings. To augment the Company's sales opportunities within
non-traditional venues, it introduced the Noble Roman's Bistro service system in
October 2008. As an addition to the other service systems offered in its Noble
Roman's Pizza and Tuscano's Italian Style Subs concepts, the Bistro was designed
to appeal to additional types of businesses and operational objectives with its
fresh food display and serve-to-order serving system. Though presented or
packaged differently, the substantial 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.
In 2009, the Company introduced a take-n-bake pizza as an addition to its menu
offering. The take-n-bake pizza is designed as an add-on component for new and
existing convenience store franchisees, and as a stand-alone offering for
grocery store chains. Also, during 2009, the Company developed a grab-n-go
service system for a limited portion of the Tuscano's menu. The grab-n-go system
is designed to add sales opportunities at existing non-traditional Noble Roman's
Pizza and Tuscano's Subs locations. The Company will continue to focus on
enhanced product offerings to augment the Company's sales opportunities within
non-traditional venues.
Maintain Superior Product Quality. The Company believes that the quality of its
products will contribute to the growth of its non-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 except for take-n-bake pizza, which
is sold to bake at home. The Company believes this process results in products
that are great tasting, quality consistent, easy to assemble, and relatively low
in food cost and that require 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 period ended March 31, 2009 and 2010, respectively.
13
Three Months Ended
March 31,
--------------------
2009 2010
------ -----
Royalties and fees 93.0 % 93.2 %
Administrative fees and other .7 .4
Restaurant revenue 6.3 6.4
----- -----
Total revenue 100.0 % 100.0 %
Operating expenses:
Salaries and wages 14.5 13.7
Trade show expense 4.0 4.3
Travel expense 2.3 2.1
Sales commissions .2 .0
Other operating expense 10.2 10.9
Restaurant expenses 6.2 6.3
Depreciation and amortization 1.0 .8
General and administrative 18.7 22.5
----- -----
Total expenses 57.1 60.6
----- -----
Operating income 42.9 % 39.4 %
Interest and other expense 6.4 6.2
----- -----
Income before income taxes 36.5 % 33.2 %
Income tax expense 14.5 13.2
----- -----
Net income 22.0 % 20.0 %
===== =====
Results of Operations
---------------------
Three-Month Periods Ended March 31, 2009 and 2010
Total revenue decreased from $1.9 million to $1.8 million for the three-month
period ended March 31, 2010 compared to the corresponding period in 2009.
One-time fees, franchisee fees and equipment commissions increased during this
period from $84,623 in the first quarter 2009 to $123,684 in 2010. Ongoing
royalties and fees decreased during this period from $1,674,991 to $1,511,972
for the three-month period ended March 31, 2009 and March 31, 2010,
respectively. Of this decrease, $102,384 resulted from traditional franchise
closings and a decrease in ongoing royalties and fees from non-traditional units
other than grocery stores in the approximately amount of $105,275 (believed to
be primarily the result of the unusually bad weather during January and
February, 2010) were partially offset by an increase in ongoing royalties and
fees from the grocery store take-n-bake additions in the amount of $44,640.
Restaurant revenue decreased from $118,891 to $113,226 for the three-month
period ended March 31, 2010 compared to the corresponding period in 2009. It is
believed that this decrease was primarily the result of unusually bad weather in
January and February, 2010.
Salaries and wages decreased from 14.5% of total revenue to 13.7% of total
revenue for the three-month period ended March 31, 2010 compared to the
corresponding period in 2009. This decrease was the result of the Company's
strategy to grow by concentrating its efforts on franchising non-traditional
locations. The reduction was partially offset by the decrease in revenue as
explained in the discussion above regarding total revenue.
14
Trade show expenses increased from 4.0% of total revenue to 4.3% of total
revenue for the three-month period ended March 31, 2010 compared to the
corresponding period in 2009. This increase was the result of the reduction in
revenue. Trade show expenses were $75,617 in the three-month period ended March
31, 2009 compared to $75,139 in the corresponding period in 2010.
Travel expenses decreased from 2.3% of total revenue to 2.1% of total revenue
for the three-month period ended March 31, 2010 compared to the corresponding
period in 2009. Actual travel expense decreased from $44,532 to $36,239 for the
three-month period ended March 31, 2010 compared to the corresponding period in
2009. This decrease was the result of the Company's strategy to grow by
concentrating its efforts in franchising non-traditional locations which require
less on-site support than franchising in traditional locations. The reduction
was partially offset by the decrease in revenue as explained above in the
discussion of total revenue.
Other operating expenses increased, as a percentage of total revenue, from 10.2%
to 10.9% for the three-month period ended March 31, 2010 compared to the
corresponding period in 2009. Actual operating expenses decreased from $191,949
to $190,515. The reduction in operating expenses was offset by the decrease in
revenue.
Restaurant expenses increased as a percentage of total revenue from 6.2% to 6.3%
for the three-month period ended March 31, 2010 compared to the corresponding
period in 2009. Actual restaurant operating expenses decreased from $118,023 to
$111,749.
General and administrative expenses increased as a percentage of total revenue
from 18.7% to 22.5% for the three-month period ended March 31, 2010 compared to
the corresponding period in 2009. Actual general and administrative expense
increased from $353,402 to $394,804 for the three-month period ended March 31,
2010 compared to the corresponding period in 2009. This increase was primarily
the result of an increase in legal expenses of $17,805 and an increase of rent
expense of $31,500 partially offset by a reduction in other expenses. The
Company had no rent expense in the three-month period ended March 31, 2009 due
to its leased offices being under massive remodeling as the Company's old office
lease expired in December 2009 and the new lease did not commence until the
remodel of its space was complete.
Total expenses increased as a percentage of total revenue from 57.1% to 60.6%
for the three-month period ended March 31, 2010 compared to the corresponding
period in 2009. Actual expenses decreased from $1,080,637 to $1,063,406 for the
three-month period ended March 31, 2010 compared to the corresponding period in
2009. This decrease was due to the Company tightly controlling expenses.
Operating income decreased as a percentage of total revenue from 42.9% to 39.4%
for the three-month period ended March 31, 2010 compared to the corresponding
period in 2009. The primary reason for this decrease was the reduction in
revenue as explained above.
Interest expense decreased as a percentage of total revenue from 6.4% to 6.2%
for the three-month period ended March 31, 2010 compared to the corresponding
period in 2009. This decrease was the result of a combination of a decrease in
notes payable outstanding and lower interest rates partially offset by a
decrease in revenue.
Net income decreased from $416,761 to $351,667 for the three-month period ended
March 31, 2010 compared to the corresponding period in 2009. The primary reason
for this decrease was the decrease in revenue.
15
Liquidity and Capital Resources
-------------------------------
The Company's current strategy is to grow its business by concentrating largely
on franchising new non-traditional locations and by licensing additional
locations to sell its take-n-bake pizza. The Company increased its focus on
selling additional franchises for non-traditional locations and created the
Noble Roman's Bistro service system to help broaden the appeal to additional
types of locations and operations. The Company developed a take-n-bake pizza as
an addition to its menu offerings to accelerate non-traditional unit growth. The
take-n-bake pizza is designed as an add-on component for new and existing
convenience store franchises, and as a stand-alone offering for grocery store
chains. In addition, the Company has discontinued operating any restaurants
except for the two locations the Company operates for testing and demonstration
purposes. This change has allowed the Company to reduce operating expenses and
overhead. This strategy does not require significant capital investments.
The Company's current ratio remained approximately the same at 1.8-to-1 from
December 31, 2009 to March 31, 2010.
The net cash provided by operating activities was $445,839 for the three-month
period ended March 31, 2010 and $505,374 for the corresponding period in 2009.
Net cash used in financing activities was $473,541 in the three-month period
ended March 31, 2010 and $607,561 for the corresponding period in 2009.
As a result of the Company's strategy and the cash flow expected to be generated
from operations in the future, the Company believes it will have sufficient cash
flow to meet its obligations and to carry out its current business plan for the
foreseeable future.
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.
Forward Looking Statements
--------------------------
The statements contained above in Management's Discussion and Analysis
concerning the Company's future revenues, profitability, financial resources,
market demand and product development are forward-looking statements (as such
term is defined in the Private Securities Litigation Reform Act of 1995)
relating to the Company that are based on the beliefs of the management of the
Company, as well as assumptions and estimates made by and information currently
available to the Company's management. The Company's actual results in the
future may differ materially from those projected in the forward-looking
statements due to risks and uncertainties that exist in the Company's operations
and business environment, including, but not limited to, competitive factors and
pricing pressures, the current litigation with certain former traditional
franchisees, shifts in market demand, general economic conditions and other
factors including, but not limited to, changes in demand for the Company's
products or franchises, the success or failure of individual franchisees, the
impact of competitors' actions and changes in prices or supplies of food
ingredients and labor as well as the factors discussed under "Risk Factors" in
the Company's annual report on Form 10-K for the year-ended December 31, 2009.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions or estimates prove incorrect, actual results may vary
materially from those described herein as anticipated, believed, estimated,
expected or intended.
16
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 March 31, 2010, the Company had outstanding
interest-bearing debt in the aggregate principal amount of $5.250 million. The
Company's current borrowings are at a 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 outstanding at 8.2%. Based upon the
principal balance outstanding as of May 3, 2010 of $5.0 million for each 1.0%
increase in LIBOR, the Company would incur increased interest expense of
approximately $21,880 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 and internal
controls over financial reporting (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 on June 19, 2008 (Cause No. 29D01 0806 PL
739). The Plaintiffs in the case originally were 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. Plaintiffs
Marikate and Paul Morris and Kapza, Inc. have withdrawn their claims against the
Company. The Defendants originally were the Company, Paul W. and A. Scott
Mobley, Troy Branson, Mitch Grunat, CIT Small Business Lending Corporation and
PNC Bank. The court has dismissed the claims against CIT Small Business Lending
Corporation and PNC Bank.
The Plaintiffs are former franchisees of the Company's traditional location
venue. In addition to the Company, the Defendants include certain of the
Company's officers. The Plaintiffs allege that the Defendants induced them to
purchase traditional franchises through fraudulent representations and omissions
of material facts regarding the franchises, and seek compensatory and punitive
damages. In the complaint, the Plaintiffs claimed damages in the aggregate in
the amount of $6.8 million and in some cases requested punitive damages, court
costs and/or prejudgment interest. Discovery is in progress, but has not yet
17
been completed. To date, 11 of the 13 remaining Plaintiff groups have been
deposed. Plaintiffs' counsel withdrew representation of Plaintiffs Soltero and
counsel for Defendants has been unable to locate Plaintiffs Soltero, leaving one
Plaintiff group, Villasenor, to be deposed. Because the Villasenors have failed
to appear for two previous scheduled depositions, Defendants, on April 16, 2010,
filed a motion to compel the deposition of Villasenors and require them to
appear in Indianapolis for their depositions during the week of May 3, 2010 or
to dismiss Villasenors claims against Defandants with prejudice if they fail
again to appear for the noticed depositions. On April 29, 2010, the Judge
granted Defendants' motion and ordered Villasenors to appear in Indianapolis for
depositions at a time convenient to Defendants' counsel during the week of May
3, 2010 or all claims alleged in this lawsuit by the Villasenors against
Defendants will be dismissed with prejudice if the Villasenors fail to appear
for deposition. Defendants noticed Brenda Villasenor for deposition on May 6,
2010 and Henry Villasenor was noticed for deposition on May 7, 2010. Brenda
Villasenor did not appear for her noticed deposition.
The Company filed a Counter-Claim for Damages against all of the Plaintiffs and
moved to obtain Preliminary and Permanent Injunctions against a majority of the
Plaintiffs to remedy the Plaintiffs' continuing breaches of the applicable
franchise agreements. The Company's Motion for Preliminary Injunction was
granted in October 2008. The Company has asserted that none of the preliminarily
enjoined Plaintiffs fully complied with the Court's Order and that several of
them only minimally complied. Accordingly, the Company filed a Motion to Require
Full Compliance and To Show Cause why they should not be held in contempt and
for attorney's fees as sanctions.
The Company filed a Motion to Revoke the Temporary Admission Pro Hac Vice of
David M. Duree, Plaintiffs' former counsel, for filing fraudulent affidavits
with the Court. The Court granted this motion in March 2009. In the same ruling
the Court: continued the Motion to Show Cause to allow parties time to conduct
discovery, including depositions on the preliminarily enjoined Plaintiffs, on
that issue; granted preliminary injunctions against Plaintiffs Gomes and
Villasenor; dismissed claims against CIT Small Business Lending Corporation and
PNC Bank with prejudice; and struck the fraudulent affidavits. New counsel for
Plaintiffs entered his appearance in the case on behalf of the Plaintiffs in May
2009.
The Company also filed a Motion for Partial Summary Judgment as to several
claims in the Complaint, which the Judge granted in September, 2009. In October,
2009 Plaintiffs filed a Motion to Correct Error, Reconsider and Vacate Order;
Request for Clarification; Alternatively, Motion for Certification of Appeal of
Interlocutory Order and For Stay of Proceeding Pending Appeal. In January, 2010,
the court denied Plaintiffs' Motion and in the same Order the court denied
Plaintiffs' Motion for Certification of Appeal of Interlocutory Order and for
Stay of Proceedings Pending Appeal. Further, the court denied Plaintiffs'
request to amend their Complaint. In February, 2010, counsel for the Plaintiffs
filed a Notice of Appeal with the Indiana Court of Appeals. Defendants' Counsel
is preparing a Brief in Opposition to the appeal, both for lack of jurisdiction
and also on the merits. The Brief in Opposition is due to be filed on or before
May 15, 2010.
Certain Defendants were scheduled for depositions by Plaintiffs' counsel during
the week of August 24, 2009, however, Plaintiff's counsel canceled those
depositions. They were scheduled again for deposition during the week of
November 9, 2009, however, Plaintiffs' counsel canceled those depositions.
Defendants had been rescheduled for depositions during the week of March 15,
2010, however, on March 12, 2010 Plaintiffs' counsel again canceled those
depositions stating the reason was because of an unidentified family emergency.
Because Defendants and Defendants' counsel had expended a significant amount of
time and money preparing for depositions that were canceled right before the
deposition dates, Defendants filed a Motion for Protective Order prohibiting the
18
depositions of Defendants unless just cause is demonstrated for Plaintiffs'
cancellation of Defendants' deposition previously scheduled to occur on March
15, 2010 through March 19, 2010. On April 28, 2010, the court notified
Plaintiffs' counsel to submit under seal the specific reasons why he canceled
Defendants' depositions by May 7, 2010 in order to rule on Defendants' Motion
for Protective Order. If Plaintiffs' counsel does not submit those reasons by
May 7, 2010, the court will rule on the existing pleadings.
Defendants have filed Motions for Summary Judgment as to some of the Plaintiffs
as a result of their testimony at depositions and are in the process of
preparing motions for Summary Judgment against all of the other Plaintiffs whose
depositions have been taken. In his Order of February 2, 2010, the Judge set a
deadline of April 30, 2010 for filing of all remaining Motions for Summary
Judgment, a deadline of June 4, 2010 for Plaintiffs' Response to the Motions and
a deadline of June 18, 2010 for Defendants' Reply to Responses. Because of the
difficulty in scheduling Plaintiffs for deposition by Defendants, in the Court's
Order of April 29, 2010, the Court extended the deadline for filing summary
judgment motions to May 31, 2010, the deadline for any responses to those
motions to July 5, 2010 and the deadline for any reply brief to that response to
July 19, 2010.
On April 30, 2010, Plaintiffs Marikate Morris, Paul Morris and Kapza, Inc. filed
a Motion to Voluntarily Dismiss Claims with the Court in which they requested
that the Court dismiss with prejudice all of their claims against the
Defendants. In the Motion, the moving Plaintiffs do not request that the Court
dismiss the Company's counter-claim against the moving Plaintiffs, and,
accordingly, counter-claim will not be affected by the Court's eventual ruling
on the Motion.
Other than as disclosed above, the Company is involved in no other litigation
requiring disclosure.
ITEM 6. Exhibits.
(a) Exhibits: See Exhibit Index appearing on page 20.
19
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: May 6, 2010 By: /s/ Paul W. Mobley
-------------------------------------
Paul W. Mobley, Chairman of the Board and
Chief Financial Officer
(Authorized Officer and Principal
Financial Officer)
20
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 Form 8-K
filed December 24, 2009, 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.
21
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 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.
10.6 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.
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.
22