United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended September 30, 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 Identification No.)
of organization)
One Virginia Avenue, Suite 800
Indianapolis, Indiana 46204
(Address of principal executive offices) (Zip Code)
(317) 634-3377
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, 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 November 4, 2007, there were 18,304,993 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 September 30, 2007 (unaudited) Page 3
Condensed consolidated statements of operations for the
three months and nine months ended September 30, 2006
and 2007 (unaudited) Page 4
Condensed consolidated statements of changes in stockholders'
equity for the year ended December 31, 2006 and nine months
ended September 30, 2007 (unaudited) Page 5
Condensed consolidated statements of cash flows for the
nine months ended September 30, 2006 and 2007 (unaudited) Page 6
Notes to condensed consolidated financial statements (unaudited) Page 7
2
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
Assets December 31, September 30,
2006 2007
----------- -----------
Current assets:
Cash $ 920,590 $ 1,531,458
Accounts and notes receivable (net of allowances of $136,462 as of
December 31, 2006 and September 30, 2007) 1,505,444 2,113,622
Inventories 215,557 221,812
Assets held for resale 381,768 390,402
Prepaid expenses 136,167 442,764
Current portion of long-term notes receivable 187,898 182,125
Deferred tax asset - current portion 1,971,875 1,971,875
----------- -----------
Total current assets 5,319,299 6,854,058
----------- -----------
Property and equipment:
Equipment 1,183,655 1,280,706
Leasehold improvements 105,928 107,729
----------- -----------
1,289,583 1,388,435
Less accumulated depreciation and amortization 653,336 727,567
----------- -----------
Net property and equipment 636,247 660,868
----------- -----------
Deferred tax asset (net of current portion) 8,300,244 7,850,458
Other assets including long-term portion of notes receivable 1,882,173 1,836,514
----------- -----------
Total assets $16,137,963 $17,201,898
=========== ===========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses $ 396,046 $ 346,810
Current portion of long-term note payable 1,500,000 1,500,000
----------- -----------
Total current liabilities 1,896,046 1,846,810
----------- -----------
Long-term obligations:
Note payable to bank (net of current portion) 5,625,000 4,500,000
----------- -----------
Total long-term liabilities 5,625,000 4,500,000
----------- -----------
Stockholders' equity:
Common stock - no par value (25,000,000 shares authorized, 16,602,601
issued and outstanding as of December 31, 2006 and 18,284,993 issued
and outstanding as of September 30, 2007) 21,393,360 22,820,396
Preferred stock (5,000,000 shares authorized and 51,000 issued and
outstanding as of December 31, 2006 and 20,625 issued and outstanding
as of September 30, 2007) 1,978,800 800,250
Accumulated deficit (14,755,243) (12,765,558)
----------- -----------
Total stockholders' equity 8,616,917 10,855,088
----------- -----------
Total liabilities and stockholders' equity $16,137,963 $17,201,898
=========== ===========
See accompanying notes to condensed consolidated financial statements.
3
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
2006 2007 2006 2007
---------- ---------- ---------- ----------
Royalties and fees $2,049,948 2,679,313 $5,862,207 $8,051,953
Administrative fees and other 14,332 18,581 48,510 55,567
Restaurant revenue 307,260 261,428 1,072,000 787,288
---------- ---------- ---------- ----------
Total revenue 2,371,540 2,959,322 6,982,717 8,894,808
Operating expenses:
Salaries and wages 325,961 422,161 910,814 1,221,773
Trade show expense 118,064 138,197 341,700 412,030
Travel expense 94,862 172,328 287,199 374,089
Sales commissions 25,093 108,988 25,093 466,567
Other operating expenses 176,546 253,909 551,240 701,255
Restaurant expenses 292,442 240,311 1,029,460 729,743
Depreciation and amortization 20,857 24,359 62,473 70,066
General and administrative 384,437 400,735 1,172,883 1,249,151
---------- ---------- ---------- ----------
Operating income 933,278 1,198,334 2,601,855 3,670,134
Interest and other expense 194,876 163,237 590,066 503,962
---------- ---------- ---------- ----------
Income before income taxes 738,402 1,035,097 2,011,789 3,166,172
Income tax expense 251,057 341,442 684,008 1,066,006
Net income 487,345 693,655 1,327,781 2,100,166
Cumulative preferred dividends 40,688 34,864 122,065 110,481
---------- ---------- ---------- ----------
Net income available to common
stockholders $ 446,657 $ 658,791 $1,205,716 $1,989,685
---------- ---------- ---------- ----------
Earnings per share-basic:
Net income $ .03 $ .04 $ .08 $ .12
Net income available to common stockholders $ .03 $ .04 $ .07 $ .12
Weighted average number of common shares
outstanding 16,396,303 18,208,358 16,347,130 17,301,043
Diluted earnings per share:
Net income $ .03 $ .03 $ .07 $ .10
Weighted average number of common shares
outstanding 19,125,397 21,100,540 19,076,224 20,193,225
See accompanying notes to condensed consolidated financial statements.
4
Condensed Consolidated Statements of Changes in
Stockholders' Equity
Noble Roman's, Inc. and Subsidiaries
(unaudited)
Preferred Common Stock Accumulated
Stock Shares Amount Deficit Total
Balance at December 31, 2006 $ 1,978,800 16,602,661 $21,393,360 $(14,755,243) $8,616,917
Net income for nine months ended
September 30, 2007 2,100,166 2,100,166
Cumulative preferred
dividends (110,481) (110,481)
Exercise of employee stock options 130,750 143,357 143,357
Amortization of value of employee
stock options 19,973 19,973
Exercise of warrants 1,011,588 85,156 85,156
----------- ---------- ----------- ------------ ----------
Conversion of preferred stock to
common stock (1,178,550) 539,994 1,178,550
=========== ========== ===========
Balance at September 30, 2007 $ 800,250 18,284,993 $22,820,396 $(12,765,558) $10,855,088
See accompanying notes to condensed consolidated financial statements.
5
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended September 30,
OPERATING ACTIVITIES 2006 2007
----------- ----------
Net income $1,327,780 $2,100,166
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 117,228 141,379
Deferred federal income taxes 684,008 1,066,006
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts and notes receivable (177,590) (607,486)
Inventories 1,124 (6,255)
Assets held for resale (46,297) (21,410)
Prepaid expenses (152,706) (306,596)
Other assets (174,816) (56,095)
Decrease in:
Accounts payable (266,937) (49,236)
----------- ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 1,311,794 2,260,472
----------- ----------
INVESTING ACTIVITIES
Purchase of property and equipment (19,624) (98,851)
----------- ----------
NET CASH USED BY INVESTING ACTIVITIES (19,624) (98,851)
----------- ----------
FINANCING ACTIVITIES
Payment of obligations from discontinued operations (431,519) (682,604)
Payment of cumulative preferred dividends (122,065) (110,481)
Payment of principal on outstanding debt (1,125,000) (1,125,000)
Payments received on long-term notes receivable 128,818 139,510
Proceeds from the exercise of stock options and warrants 259,209 227,821
----------- ----------
NET CASH USED IN FINANCING ACTIVITIES (1,290,557) (1,550,754)
----------- ----------
Increase in cash 1,613 610,868
Cash at beginning of period 740,940 920,590
----------- ----------
Cash at end of period $ 742,553 $1,531,458
=========== ==========
Supplemental schedule of non-cash investing and financing activities
None.
Cash paid for interest $ 551,640 $ 464,300
See accompanying notes to condensed consolidated financial statements.
6
Notes to Condensed Consolidated Financial Statements (Unaudited)
----------------------------------------------------------------
Note 1 - The interim condensed consolidated financial statements, included
herein, are unaudited, but reflect all adjustments which are, in the opinion of
management, necessary for a fair statement of the results of operations for the
interim periods presented and the financial condition as of the dates indicated,
which adjustments are of a normal recurring nature. The results for the
nine-month period ended September 30, 2007 are not necessarily indicative of the
results to be expected for the full year ending December 31, 2007.
Note 2 - Approximately $320,000 and $1,076,000 are included in the three-month
period and nine-month period ended September 30, 2007, respectively, and
approximately $266,000 and $966,000 for the three-month period and nine-month
period ended September 30, 2006, respectively, for initial franchise fees. In
addition, included in royalties and fees were approximately $316,000 and
$1,372,000 in the three-month period and nine-month period ended September 30,
2007, respectively, and approximately $189,000 in both the three-month period
and nine-month period ended September 30, 2006, 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.
Royalty and fee income, less the initial franchise fees and area development
fees, were $2,044,000 and $5,604,000 for the three-month period and nine-month
period ended September 30, 2007, respectively, and $1,595,000 and $4,707,000 for
the three-month period and nine-month period ended September 30, 2006,
respectively. 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 - Royalties are recognized as income monthly and are based on a
percentage of monthly sales of franchised restaurants. Administrative fees are
recognized as income monthly as earned. Initial franchise fees are recognized as
income when the majority of services for the franchised restaurant are
completed. Area Development fees, since they are fully earned and non-refundable
when received, are recognized as income when received.
There were 981 franchised outlets in operation on September 30, 2006 and 1,033
on September 30, 2007. During that twelve-month period there were 90 new
franchised outlets opened and 38 franchised outlets left the system, 22 of which
reached the end of their franchise agreement term and 16 of which ceased
operation for other reasons.
Note 4 - The following table sets forth the calculation of basic and diluted
earnings per share for the three-month period and nine-month period ended
September 30, 2007:
7
Three-month period ended September 30, 2007
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ----------
Net income $ 693,655
Less preferred stock dividends (34,864)
-----------
Earnings per share-basic
Income available to common 658,791 18,208,358 $ .04
Effect of dilutive securities
Warrants -- 2,369,231
Options -- 156,285
Convertible preferred stock 34,864 366,666
----------- ----------
Diluted earnings per share
Income available to common stockholders
and assumed conversions $ 693,655 20,100,540 $ .03
Nine-month period ended September 30, 2007
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ----------
Net income $ 2,100,166
Less preferred stock dividends (110,481)
-----------
Earnings per share-basic
Income available to common 1,989,685 17,301,043 $ .12
Effect of dilutive securities
Warrants -- 2,369,231
Options -- 156,285
Convertible preferred stock 110,481 366,666
----------- ----------
Diluted earnings per share
Income available to common stockholders
and assumed conversions $ 2,100,166 20,193,225 $ .10
Note 5 - The Company adopted SFAS No. 123R using the modified prospective method
of adoption, which does not require restatement of prior periods. Under the
modified prospective method, the Company is required to record compensation
expense for all awards granted after the date of adoption and for the unvested
portion of previously granted awards that remain outstanding at the date of
adoption, net of an estimate of expected forfeitures. Under SFAS No. 123R,
compensation expense is based on the estimated fair values of stock options
determined on the date of grant and is recognized over the related vesting
period, net of an estimate of expected forfeitures.
The Company estimates the fair value of its option awards on the date of grant
using the Black-Scholes option pricing model. The risk-free interest rate is
based on external data while all
8
other assumptions are determined based on the Company's historical experience
with stock options. No options have been granted thus far in 2007. The following
assumptions were used for grants in 2006:
Expected volatility 50%
Expected dividend yield None
Expected term (in years) 5
Risk-free interest rate 4.66%
The following table sets forth the number of options outstanding as of December
31, 2005 and 2006 and as of September 30, 2007 and the number of options
granted, exercised or forfeited during the year ended December 31, 2006 and the
nine-month period ended September 30, 2007:
Balance of employee stock options outstanding as of 12/31/2005 303,750
--------------------------------------------------------------------------------
Stock options granted during the year ended 12/31/2006 99,000
--------------------------------------------------------------------------------
Stock options exercised during the year ended 12/31/2006 (46,250)
--------------------------------------------------------------------------------
Stock options forfeited during the year ended 12/31/2006 (5,000)
--------------------------------------------------------------------------------
Balance of employee stock options outstanding as of 12/31/2006 351,500
--------------------------------------------------------------------------------
Stock options granted during the nine-month period ended 9/30/07 0
--------------------------------------------------------------------------------
Stock options exercised during the nine-month period ended 9/30/07 (130,750)
--------------------------------------------------------------------------------
Stock options forfeited during the nine-month period ended 9/30/07 (15,500)
--------------------------------------------------------------------------------
Balance of employee stock options outstanding as of 9/30/07 205,250
----------------------------------------------------------------------==========
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.
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.
9
o Vegetable and mushroom toppings that are sliced and delivered fresh, never
canned.
o An extended product line that includes breadsticks with dip, pasta, baked
sandwiches, salads, wings and a line of breakfast products for
non-traditional locations.
o A fully-prepared pizza crust that captures the made-from-scratch pizzeria
flavor which gets delivered to the franchise location shelf-stable so that
dough handling is no longer an impediment to a consistent product.
The Company carefully developed all of its menu items to be delivered in a
ready-to-use form requiring only on-site assembly and baking. These menu items
are manufactured by third party vendors and distributed by unrelated
distributors 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 and has recently
increased its sales staff to support planned increases in the growth of
non-traditional locations.
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 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
10
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 November 7, 2007, the
Company has entered into 24 Area Development Agreements requiring the
development of 868 franchise locations over the next five to eight years. In
addition, as of November 7, 2007, the Company has entered into 98 dual-branded
franchise agreements for traditional locations, 46 of which were sold through
Area Developers.
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 periodically evaluates the carrying values of its assets,
including property, equipment and related costs, accounts receivable and
deferred tax asset, to assess whether any impairment indications are present due
to (among other factors) recurring operating losses, significant adverse legal
developments, competition, changes in demands for the Company's products or
changes in the business climate that affect the recovery of recorded value. If
any impairment of an individual asset is evident, a charge will be provided to
reduce the carrying value to its estimated fair value.
The following table sets forth the percentage relationship to total revenue of
the listed items included in Noble Roman's consolidated statements of operations
for the three-month and nine-month periods ended September 30, 2006 and 2007,
respectively.
11
Three Months Ended Nine Months Ended
September 30, September 30,
2006 2007 2006 2007
-------- -------- -------- --------
Royalties and fees 86.4 % 90.6 % 84.0 % 90.5 %
Administrative fees and other .6 .6 .7 .6
Restaurant revenue 13.0 8.8 15.3 8.9
-------- -------- -------- --------
Total revenue 100.0 % 100.0 % 100.0 % 100.0 %
Operating expenses:
Salaries and wages 13.7 14.3 13.0 13.7
Trade show expense 5.0 4.7 4.9 4.6
Travel expense 4.0 5.8 4.1 4.2
Sales commissions 1.1 3.7 .4 5.2
Other operating expense 7.4 8.6 7.9 7.9
Restaurant expenses 12.3 8.1 14.7 8.3
Depreciation and amortization 1.0 .8 .9 .8
General and administrative 16.2 13.5 16.8 14.0
-------- -------- -------- --------
Operating income 39.3 % 40.5 % 37.3 % 41.3 %
Interest and other expense 8.2 5.5 8.5 5.7
-------- -------- -------- --------
Income before income taxes 31.1 35.0 28.8 35.6
Income tax expense 10.6 11.5 9.8 12.0
-------- -------- -------- --------
Net income 20.5 % 23.5 % 19.0 % 23.6 %
======== ======== ======== ========
Results of Operations
---------------------
Noble Roman's, Inc. and Subsidiaries
Results of Operations - Three-Month and Nine-Month Periods Ended September 30,
2006 and 2007
Total revenue increased from $2.4 million to $3.0 million and from $7.0 million
to $8.9 million for the three-month and nine-month periods ended September 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 and Area Development Agreements, partially offset by a decrease in
restaurant revenue. Royalties and fees increased from approximately $2.0 million
to $2.7 million and from $5.9 million to $8.1 million for the three-month and
nine-month periods ended September 30, 2007 compared to the corresponding
periods in 2006. Included in royalties and fees were initial franchise fees of
approximately $320,000 and $1,076,000 in the three-month period and nine-month
period ended September 30, 2007, respectively, and approximately $266,000 and
$966,000 for the three-month period and nine-month period ended September 30,
2006, respectively. In addition, included in royalties and fees were fees from
the sale of Area Development Agreements of approximately $316,000 and $1,372,000
in the three-month period and nine-month period ended September 30, 2007,
respectively. There were $189,000 in Area Developer Agreement fees in both the
three-month period and nine-month period ended September 30, 2006. Royalty and
fee income, less the initial franchise fees and area development fees, were
$2,044,000 and $5,604,000 for the three-month period and nine-month period ended
September 30, 2007, respectively, and $1,595,000 and $4,707,000 for the three
month period and nine month period ended September 30, 2006, respectively.
The Company has sold 24 territories to Area Developers with development
agreements calling for the development of 868 new franchises over the next three
to eight years and is in discussions regarding
12
additional agreements with several other potential Area Developers. 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 royalty fee income on any units that are developed. There can
be no assurance that all of the Area Developers will meet their required
schedules.
Restaurant revenues decreased from approximately $307,260 to $261,428 and from
$1,072,000 to $787,288, respectively for the three-month and nine-month periods
ended September 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 nine-month
periods ended September 30, 2007 than in the corresponding periods in 2006.
Salaries and wages increased from13.7% of total revenue to 14.3% of total
revenue and from 13.0% of total revenue to 13.7% of total revenue, respectively,
for the three-month and nine-month periods ended September 30, 2007 compared to
the corresponding periods in 2006. These increases during the periods in 2007
compared to 2006 were the result of adding experienced staff for the growth of
franchising in traditional locations in mid-year 2006 and adding additional
franchise managers for anticipated openings during future quarters. 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 from5.0% of total revenue to 4.7% of total revenue
and from 4.9% of total revenue to 4.6% of total revenue, respectively, for the
three-month period and nine-month period ended September 30, 2007 compared to
the corresponding periods in 2006. The amount of trade show expenses increased
slightly for both the three-month and nine-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 of2007.
Travel expenses increased from4.0% of total revenue to 5.8% of total revenue and
from 4.1% of total revenue to 4.2% of total revenue, respectively, for the
three-month period and nine-month period ended September 30, 2007 compared to
the corresponding periods in 2006. The amount of travel expenses increased for
both the three-month and nine-month periods as a result of increases in the
number of franchise managers on the road to support increases in the number of
franchise locations and increases in the average amount of time franchise
managers stay at franchise locations due to the additional time necessary to
support traditional locations as compared to non-traditional locations.
Sales commissions increased from 1.1% to 3.7% of total revenue and 0.4% to 5.2%
of total revenue, respectively, for the three-month period and nine-month period
ended September 30, 2007 compared to 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 increased as a percentage of total revenue from 7.4% to
8.6% and was 7.9% and 7.9%, respectively, for the three-month and
nine-month periods ended September 30, 2007 compared to the corresponding
periods in 2006. The increase in the actual dollar amount was
13
primarily the result of an increase in payroll taxes, auto expenses and
advertising. The Company anticipates that other operating expenses, as a
percentage of revenue, will decline as a result of anticipated additional growth
in 2007 and 2008 while maintaining operating expenses at approximately the same
level.
Restaurant expenses decreased as a percentage of total revenue from 12.3% to
8.1% and from 14.7% to 8.3%, respectively, for the three-month period and
nine-month period ended September 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 16.2% to 13.5% and 16.8% to 14.0%, respectively, for the three-month period
and nine-month period ended September 30, 2007 compared to the corresponding
periods in 2006. These decreases were the result of only a slight increase in
the 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 growth in revenue as the administrative
structure is currently in place to handle considerable growth in the future.
Operating income increased as a percentage of total revenue from 39.3% to 40.5%
and from 37.3% to 41.3%, respectively, for the three-month period and nine-month
period ended September 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.
Interest expense decreased as a percentage of total revenue from 8.2% to 5.5%
and 8.5% to 5.7%, respectively, for the three-month period and nine-month period
ended September 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 $487,345 to $693,656 and from $1,327,780 to $2,100,165
for the three-month period and nine-month period ended September 30, 2007
compared to the corresponding periods in 2006. The 42.3% and the 58.2% increases
in net income, respectively, for the three-month period and nine-month period
ended September 30, 2007 compared to the corresponding periods in 2006, were 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.
14
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's cash increased from $921 thousand at December 31, 2006 to $1.5
million at September 30, 2007. This increase was primarily the result of an
increase in net cash provided by operating activities from $1.3 million to $2.3
million for the nine-month period ended September 30, 2007 compared to the
corresponding period in 2006, which was partially offset by an increase in net
cash used by investing activities from $19,624 to $98,851 and an increase in net
cash used in financing activities from $1.3 million to $1.6 million during the
same period.
On August 25, 2005, the Company consummated a Settlement Agreement with
SummitBridge National Investments, LLC and related entities. As of a result of
the Settlement Agreement, the Company acquired all of SummitBridge's debt and
equity interests in the Company, except for 2,400,000 shares of common stock,
all of which SummitBridge subsequently sold to various other investors, for a
purchase price of $8.3 million. These interests consisted of a senior secured
promissory note in the principal amount of $7.7 million, interest accrued on the
note of $927,756, 3,214,748 shares of the Company's common stock, $4.9
million stated amount of the Company's no-yield preferred stock which was
convertible into 1,643,092 shares of common stock, and a warrant to purchase
385,000 shares of the Company's common stock with an exercise price of $.01 per
share.
In order to fund its obligations under the Settlement Agreement, the Company
obtained a new six-year term loan in the principal amount of $9.0 million. As of
September 30, 2007 this balance has been reduced to $6.0 million. The note calls
for monthly principal payments of $125,000 plus interest at the rate of LIBOR
plus 4% per annum adjusted on a monthly basis. The Company's obligations under
the loan are secured by the grant of a security interest in its personal
property. 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.
In September 2003 the Company completed a private placement of $2.0 million
principal amount of subordinated notes to certain individual investors. At the
request of the lender under the six-year term loan, the Company negotiated with
these investors to exchange the subordinated notes for equity in the Company. As
a result of these negotiations, the Company issued convertible preferred stock
with a conversion price of $2.25 per share to these investors in exchange for
the outstanding subordinated notes. This transaction was a dollar-for-dollar
exchange of the principal amount of the notes for a like amount of the stated
value (i.e. liquidation preference) of the preferred stock. The convertible
feature provided that each individual investor could convert his or her
preferred stock into common stock at the $2.25 per share conversion rate at any
time, at their option, after December 31, 2006. Holders of the preferred stock
have no right to cause the Company to redeem such shares, however, the Company
has the right, at its option, to redeem any outstanding preferred stock, at any
time after December 31, 2008 for its liquidation value. During the nine-month
period ended September 30, 2007, conversions of shares of the Company's
preferred stock, representing $1.2 million of the stated value, resulted in the
issuance of 539,994 shares of the Company's common stock.
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.
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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
The Company's exposure to interest rate risk relates primarily to its
variable-rate debt. As of September 30, 2007, the Company had outstanding
interest-bearing debt in the aggregate principal amount of $6.0 million. The
Company's current borrowings are at a monthly variable rate tied to the London
Interbank Offered Rate ("LIBOR") plus 4% 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 for the two-year period ending in August
2007, and to $3.0 million of the principal amount for the following two years at
an annual interest rate of 8.83% per annum. Based upon the principal balance
outstanding at September 30, 2007, for each 1.0% increase in LIBOR, the Company
would incur increased interest expense of approximately $22,500 over the
succeeding twelve-month period.
ITEM 4. Controls and Procedures
Based on his evaluation as of the end of the period covered by this report, Paul
W. Mobley, the Company's Chief Executive Officer and Chief Financial Officer,
has concluded that the Company's disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended) are effective. There have been no changes in internal controls over
financial reporting during the period covered by this report that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings.
The Company, 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.
ITEM 6. Exhibits.
(a) Exhibits: See Exhibit Index appearing on page 18.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NOBLE ROMAN'S, INC.
Date: November 8, 2007 By: /s/ Paul W. Mobley
-----------------------------------------
Paul W. Mobley, Chairman of the Board and
Chief Financial Officer
(Authorized Officer and Principal Financial
Officer)
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Index to Exhibits
Exhibit
-------
3.1 Amended Articles of Incorporation of the Registrant, filed as an exhibit
to the Registrant's Amendment No. 1 to the Post Effective Amendment No. 2
to Registration Statement on Form S-1 filed July 1, 1985 (SEC File
No.2-84150), is incorporated herein by reference.
3.2 Amended and Restated By-Laws of the Registrant, as currently in effect,
filed as an exhibit to the Registrant's Registration Statement on Form
S-18 filed October 22, 1982 and ordered effective on December 14, 1982
(SEC File No. 2-79963C), is incorporated herein by reference.
3.3 Articles of Amendment of the Articles of Incorporation of the Registrant
effective February 18, 1992 filed as an exhibit to the Registrant's
Registration Statement on Form SB-2 (SEC File No. 33-66850), ordered
effective on October 26, 1993, is incorporated herein by reference.
3.4 Articles of Amendment of the Articles of Incorporation of the Registrant
effective May 11, 2000, filed as Annex A and Annex B to the Registrant's
Proxy Statement on Schedule 14A filed March 28, 2000, is incorporated
herein by reference.
3.5 Articles of Amendment of the Articles of Incorporation of the Registrant
effective April 16, 2001 filed as Exhibit 3.4 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 2005, is incorporated
herein by reference.
3.6 Articles of Amendment of the Articles of Incorporation of the Registrant
effective August 23, 2005, filed as Exhibit 3.1 to the Registrant's
current report on Form 8-K filed August 29, 2005, is incorporated herein
by reference.
4.1 Specimen Common Stock Certificates filed as an exhibit to the
Registrant's Registration Statement on Form S-18 filed October 22, 1982
and ordered effective on December 14, 1982 (SEC File No. 2-79963C), is
incorporated herein by reference.
4.2 Form of Warrant Agreement filed as Exhibit 4.1 to the Registrant's
current report on Form 8-K filed August 29, 2005, is incorporated herein
by reference.
10.1 Employment Agreement with Paul W. Mobley dated November 15, 1994 filed as
Exhibit 10.1 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2005, is incorporated herein by reference.
10.2 Employment Agreement with A. Scott Mobley dated November 15, 1994 filed
as Exhibit 10.2 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2005, is incorporated herein by reference.
10.3 1984 Stock Option Plan filed with the Registrant's Form S-8 filed
November 29, 1994 (SEC File No. 33-86804), is incorporated herein by
reference.
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10.4 Noble Roman's, Inc. Form of Stock Option Agreement filed with the
Registrant's Form S-8 filed November 29, 1994 (SEC File No. 33-86804), is
incorporated herein by reference.
10.5 Settlement Agreement with SummitBridge dated August 1, 2005, filed as
Exhibit 99.2 to the Registrant's current report on Form 8-K filed August
5, 2005, is incorporated herein by reference.
10.6 Loan Agreement with Wells Fargo Bank, N.A. dated August 25, 2005 filed as
Exhibit 10.1 to the Registrant's current report on Form 8-K filed August
29, 2005, is incorporated herein by reference.
10.7 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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