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, 2011
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 [ ] 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 6, 2011, there were 19,469,317 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, 2010
and March 31, 2011 (unaudited) Page 3
Condensed consolidated statements of operations for the
three months ended March 31, 2010 and 2011 (unaudited) Page 4
Condensed consolidated statements of changes in stockholders'
equity for the three months ended March 31, 2011 (unaudited) Page 5
Condensed consolidated statements of cash flows for the
three months ended March 31, 2010 and 2011 (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,
2010 2011
------------ ------------
Current assets:
Cash $ 337,044 $ 242,166
Accounts and notes receivable - net 920,304 961,214
Inventories 316,913 331,367
Assets held for resale 246,278 247,681
Prepaid expenses 235,778 301,916
Deferred tax asset - current portion 1,400,000 1,400,000
------------ ------------
Total current assets 3,456,317 3,484,344
------------ ------------
Property and equipment:
Equipment 1,139,050 1,142,425
Leasehold improvements 12,283 12,283
------------ ------------
1,151,333 1,154,708
Less accumulated depreciation and amortization 784,282 800,511
------------ ------------
Net property and equipment 367,051 354,197
Deferred tax asset (net of current portion) 10,150,558 9,909,176
Other assets including long-term portion of notes receivable 2,920,853 3,190,633
------------ ------------
Total assets $ 16,894,779 $ 16,938,350
============ ============
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term note payable to bank $ 1,875,000 $ 1,975,000
Current portion of long-term note payable to officer -- 300,000
Accounts payable and accrued expenses 654,319 531,059
------------ ------------
Total current liabilities 2,529,319 2,806,059
------------ ------------
Long-term obligations:
Note payable to bank (net of current portion) 2,625,000 2,250,000
Note payable to officer (net of current portion) 855,821 605,821
------------ ------------
Total long-term liabilities 3,480,821 2,855,821
------------ ------------
Stockholders' equity:
Common stock - no par value (25,000,000 shares authorized, 19,419,317 issued
and outstanding as of December 31, 2010 and 19,469,317 as of
March 31, 2011) 23,116,317 23,165,089
Preferred stock (5,000,000 shares authorized and 20,625 issued and
outstanding as of December 31, 2010 and March 31, 2011) 800,250 800,250
Accumulated deficit (13,031,928) (12,688,869)
------------ ------------
Total stockholders' equity 10,884,639 11,276,470
------------ ------------
Total liabilities and stockholders' equity $ 16,894,779 $ 16,938,350
============ ============
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,
-------------------------
2010 2011
----------- -----------
Royalties and fees $ 1,635,656 $ 1,674,788
Administrative fees and other 6,250 8,377
Restaurant revenue 113,226 118,852
----------- -----------
Total revenue 1,755,132 1,802,017
Operating expenses:
Salaries and wages 240,388 237,644
Trade show expense 75,139 90,000
Travel expense 36,239 46,885
Other operating expenses 190,515 178,942
Restaurant expenses 111,749 118,564
Depreciation and amortization 14,574 13,549
General and administrative 394,804 408,388
----------- -----------
Total expenses 1,063,406 1,093,972
----------- -----------
Operating income 691,725 708,045
Interest and other expense 109,399 98,652
----------- -----------
Income before income taxes 582,326 609,393
Income tax expense 230,659 241,381
----------- -----------
Net income 351,667 368,012
Cumulative preferred dividends 16,636 24,953
----------- -----------
Net income available to common
stockholders $ 335,031 $ 343,059
=========== ===========
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 19,422,650
Diluted earnings per share:
Net income $ .02 $ .02
Weighted average number of common shares
outstanding 20,036,415 20,118,211
See accompanying notes to condensed consolidated financial statements.
4
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Statements of Changes in
Stockholders' Equity
(Unaudited)
Common Stock
Preferred Accumulated
Stock Shares Amount Deficit Total
--------- ---------- ----------- ------------ -----------
Balance at December 31, 2010 $ 800,250 19,419,317 $23,116,317 $(13,031,928) $10,884,639
Net income for three months ended
March 31, 2011 368,012 368,012
Cumulative preferred
dividends (24,953) (24,953)
Exercise of employee stock options 50,000 18,000 18,000
Amortization of value of employee
stock options 30,772 30,772
--------- ---------- ----------- ------------ -----------
Balance at March 31, 2011 $ 800,250 19,469,317 $23,165,089 $(12,688,869) $11,276,470
========= ========== =========== ============ ===========
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,
2010 2011
--------- ---------
OPERATING ACTIVITIES
Net income $ 351,667 $ 368,012
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 23,257 64,925
Deferred income taxes 230,659 241,381
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts and notes receivable (196,174) (27,081)
Inventories 1,453 (14,454)
Prepaid expenses (99,228) (80,169)
Other assets (167,496) (293,988)
Increase in:
Accounts payable and accrued expenses 31,699 21,578
--------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 175,839 280,204
--------- ---------
INVESTING ACTIVITIES
Purchase of property and equipment (2,395) (3,375)
Investment in assets held for sale -- (1,403)
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES (2,395) (4,778)
--------- ---------
FINANCING ACTIVITIES
Payment of obligations from discontinued operations (81,906) (142,158)
Payment of cumulative preferred dividends (16,636) (24,953)
Payment of principal on outstanding debt (375,000) (275,000)
Proceeds from the exercise of employee stock options -- 18,000
Principal payment received on notes receivable -- 3,807
Proceeds from officer loan 270,000 50,000
--------- ---------
NET CASH USED IN FINANCING ACTIVITIES (203,541) (370,304)
--------- ---------
Decrease in cash (30,096) (94,878)
Cash at beginning of period 333,204 337,044
--------- ---------
Cash at end of period $ 303,108 $ 242,166
========= =========
Supplemental schedule of non-cash investing and financing activities
None.
Cash paid for interest $ 84,080 $ 86,773
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. 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, 2010 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 its 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, 2011 are not
necessarily indicative of the results to be expected for the full year ending
December 31, 2011.
Note 2 - Royalties and fees include $64,000 and $52,500 for the three-month
periods ended March 31, 2010 and 2011, respectively, of initial franchise fees.
Royalties and fees included $59,684 and $10,125 for the three-month periods
ended March 31, 2010 and 2011, respectively, of equipment commissions. Royalties
and fees, less initial franchise fees and equipment commissions were $1,511,972
and $1,612,163 for the three-month periods ended March 31, 2010 and 2011,
respectively. This increase resulted from an increase from non-traditional
franchises, other than grocery stores, as a result of same store revenues
increasing, partially offset by four fewer locations, in the amount of $55,228
and an increase in ongoing royalties and fees from the grocery store take-n-bake
additions in the amount of $238,222 and these increases were partially offset by
a decrease in royalties and fees from traditional locations in the approximate
amount of $193,259. The Company has no material amount of past due royalties.
There were 1,112 outlets in operation on December 31, 2010 and 1,213 outlets in
operation on March 31, 2011. During the three-month period ended March 31, 2011,
there were 106 new outlets opened and 5 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, 2010:
Income Shares Per-Share
------ ------ Amount
(Numerator) (Denominator) ---------
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
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
7
The following table sets forth the calculation of basic and diluted earnings per
share for the three-month period ended March 31, 2011:
Income Shares Per-Share
------ ------ Amount
(Numerator) (Denominator) ---------
Net income $ 368,012 19,422,650 $ .02
Less preferred stock dividends (24,953)
---------
Earnings per share - basic
Income available to common stockholders 343,059 .02
Effect of dilutive securities
Options 328,895
Convertible preferred stock 24,953 366,666
--------- ----------
Diluted earnings per share
Income available to common stockholders
and assumed conversions $ 368,012 20,118,211 $ .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 Court issued an Order dated December 23, 2010 granting summary
judgment in favor of the Company against all of the Plaintiffs on their fraud
claims. As a result, the Plaintiffs' allegations of fraud against the Company
and certain of its officers were determined to be without merit. The Company's
counter-claims against the Plaintiffs for breach of contract remain pending.
The Complaint was originally filed against the Company and certain of its
officers and certain institutional lenders. The Plaintiffs are former
franchisees of the Company's traditional location venue. Initially there were
approximately 14 groups of franchisee-Plaintiffs. Since the inception of the
lawsuit, the Court has dismissed the claims against the institutional lenders.
In addition, one group of franchisee-Plaintiffs voluntarily dismissed its claims
against the Company and the Court held another group of franchisee-Plaintiffs in
contempt and dismissed its claims with prejudice.
The Plaintiffs allege that the Defendants fraudulently induced them to purchase
franchises for traditional locations through misrepresentations and omissions of
material facts regarding the franchises. As relief, the Plaintiffs sought
compensatory and punitive damages in addition to court costs and/or prejudgment
interest. The Plaintiffs that remained in the case, following the voluntary and
involuntary dismissals described above, claimed actual damages in the amount of
$5.1 million.
The Company filed counter-claims for damages for breach of contract against all
of the Plaintiffs in the aggregate approximate amount of $3.6 million plus
attorney's fees, cost of collection and punitive damages in certain instances.
The Company intends to prosecute the counter-claims and obtain and execute on
any judgments against all counter-claim Defendants.
In addition to the above actual fraud claims, one group of franchisee-Plaintiffs
asserted a separate claim under the Indiana Franchise Act. The Court's December
23, 2010 Order denied the Company's motion for summary judgment as to the
Indiana Franchise Act claim finding the existence of a genuine issue of material
8
fact and did not render any opinion on the merits of that claim. The Company
denies liability on this claim and will continue to vigorously prosecute its
defenses against this claim.
The Plaintiffs have filed a motion with the Court asking it to correct errors
and to reconsider the Order for summary judgment. The Company has opposed that
motion and a ruling by the Court remains pending.
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 and licenses for non-traditional and
stand-alone foodservice operations under the trade names "Noble Roman's Pizza",
"Tuscano's Italian Style Subs", "Noble Roman's Bistro", "Noble Roman's
Take-N-Bake" and "Tuscano's Grab-N-Go Subs". 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. The ingredients
for these menu items are manufactured by third-party vendors and distributed by
unrelated distributors who deliver throughout much 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 that
require relatively low amounts of labor.
9
Noble Roman's Take-N-Bake Pizza
-------------------------------
In September 2009, the Company introduced a take-n-bake version of its pizza as
an addition to its menu offerings. The Company uses the same high-quality pizza
ingredients for its take-n-bake product as with its standard pizza, with slight
modifications to portioning for increased home baking performance. 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 stores.
Since adding this component in September 2009, the Company has signed agreements
for 630 grocery store locations to operate the take-n-bake pizza program. The
Company is also in discussions with several other grocery store owners. The
Company expects the number of grocery store locations operating the take-n-take
program to increase substantially over the remainder of the year. The
take-n-bake program has also been integrated into the operations of several
existing convenience store franchises, generating significant add-on sales, and
is now being offered to all convenience store franchisees. The take-n-bake
program in grocery stores is being offered as a supply agreement rather than a
franchise agreement.
To supplement the take-n-bake pizza offering, at the beginning of 2011, the
Company introduced five carton-to-shelf retail items that require no assembly at
the grocery store and make a great complement to the take-n-bake program. These
five items are Noble Roman's Pasta Sauce, Noble Roman's Flavor-Aged Parmesan
Cheese, Noble Roman's Deep-Dish Lasagna with Italian Sausage, Noble Roman's
Spicy Cheese Sauce and Noble Roman's Cheesy Stix. In addition to being a
complement to the take-n-bake program, these five products are being offered to
all grocery stores and, unlike the take-n-bake program which requires a supply
agreement to help control quality because the pizzas are assembled in the
grocery store deli departments, these products require no agreement.
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 also has a grab-n-go service system for a selected 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 been integrated into the operations of several existing
locations, generating add-on sales.
10
The Company offers 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 or license. 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 Grab-N-Go Subs franchises at less than 50% of the
investment cost compared to the previous offering.
Business Strategy
-----------------
The Company's business strategy can be summarized as follows:
Sales of Non-Traditional Franchises and Licenses. The Company believes that it
has an opportunity for increasing unit growth and revenue within its
non-traditional venues such as hospitals, military bases, universities,
convenience stores, grocery 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 or licenses are most often sold into
pre-existing facilities as a service and/or revenue enhancer for the underlying
business. Although the Company's current focus is on non-traditional franchise
or license expansion, the Company will still seek to capitalize on other
franchising opportunities as they present themselves.
As a result of the Company's major focus being on non-traditional franchising
and licensing, its requirements for overhead and operating cost are
significantly less than if it were focusing on traditional franchising. In
addition, the Company does not operate restaurants except for two restaurants it
uses for product testing, demonstration and training purposes. This allows for a
more complete focus on selling and servicing franchises and licenses to pursue
increased unit growth.
Licensing the Company's Take-N-Bake Program. In September 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 or licensees and as a stand-alone offering for
grocery stores. Since September 2009 when the Company started offering
take-n-bake pizza to grocery store chains through May 4, 2011, the Company has
signed agreements with 630 grocery store locations to operate the take-n-bake
pizza program and has opened take-n-bake pizza in 488 locations. The Company is
in discussions with several other grocery store owners. To supplement the
take-n-bake pizza offering, at the beginning of 2011, the Company introduced
five carton-to-shelf retail items that require no assembly at the grocery store
and make a great complement to the take-n-bake program. These five items are
Noble Roman's Pasta Sauce, Noble Roman's Flavor-Aged Parmesan Cheese, Noble
Roman's Deep-Dish Lasagna with Italian Sausage, Noble Roman's Spicy Cheese Sauce
and Noble Roman's Cheesy Stix. In addition to being a complement to the
take-n-bake program, these five products are being offered to all grocery stores
and, unlike the take-n-bake program which requires a supply agreement to help
control quality because the pizzas are assembled in the grocery store deli
departments, these products require no agreement.
In an attempt to accelerate the growth of take-n-bake pizza in grocery stores,
the Company has been focusing on signing agreements with various grocery store
distributors to market the take-n-bake pizza program to the distributor's
current customer base. On July 19, 2010, the Company signed an agreement with a
grocery store distributor headquartered in California and we now have 163
take-n-bake agreements with their customers. On October 13, 2010, the Company
signed an agreement with a grocery store distributor in Wisconsin, however, they
did not stock their warehouse until February 1, 2011. The Company now has 25
take-n-bake agreements with their customers. On January 13, 2011, the Company
signed an agreement with a grocery store distributor headquartered in
Connecticut. The Company now has 61 take-n-bake locations with their customers.
11
On March 28, 2011, the Company signed an agreement with a grocery store
distributor in Oklahoma. The Company now has 66 take-n-bake agreements with
their customers. On March 30, 2011, the Company signed an agreement with a
grocery store distributor in Utah. The Company now has 16 take-n-bake agreements
with their customers. On April 12, 2011, the Company signed an agreement with a
grocery store distributor in Pennsylvania, however, they will not be stocking
their warehouse until the end of May 2011. The Company is currently in
discussion with a number of other grocery store distributors and expects to sign
agreements with some of them in the next few weeks.
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.
The 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, and the new carton-to-shelf retail items which require no
assembly. 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 demand 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.
12
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 periods ended March 31, 2010 and 2011, respectively.
Three Months Ended
March 31,
-----------------------
2010 2011
---- ----
Royalties and fees 93.2 % 92.9 %
Administrative fees and other .4 .5
Restaurant revenue 6.4 6.6
----- -----
Total revenue 100.0 % 100.0 %
Operating expenses:
Salaries and wages 13.7 13.1
Trade show expense 4.3 5.0
Travel expense 2.1 2.6
Other operating expense 10.9 9.9
Restaurant expenses 6.3 6.6
Depreciation and amortization .8 .8
General and administrative 22.5 22.7
----- -----
Total expenses 60.6 60.7
----- -----
Operating income 39.4 % 39.3 %
Interest and other expense 6.2 5.5
----- -----
Income before income taxes 33.2 % 33.8 %
Income tax expense 13.2 13.4
----- -----
Net income 20.0 % 20.4 %
===== =====
Results of Operations
---------------------
Total revenue increased from $1,755,132 to $1,802,017 for the three-month period
ended March 31, 2011 compared to the corresponding period in 2010. One-time
fees, franchisee fees and equipment commissions decreased during this period
from $123,684 in the first quarter 2010 to $62,625 in the first quarter of 2011.
Ongoing royalties and fees increased from $1,511,972 to $1,609,163 for the
three-month period ended March 31, 2010 and March 31, 2011, respectively. Of
this increase, $238,222 resulted from an increase in ongoing royalties and fees
from grocery store take-n-bake additions and $55,228 from an increase in ongoing
royalties and fees from non-traditional franchises other than grocery stores.
These increases were partially offset by a decrease in ongoing royalties and
fees from traditional locations.
Restaurant revenue increased from $113,226 to $118,852 for the three-month
period ended March 31, 2011 compared to the corresponding period in 2010. This
increase was a result of same store sales increases.
Salaries and wages decreased from 13.7% of total revenue to 13.1% of total
revenue for the three-month period ended March 31, 2011 compared to the
corresponding period in 2010. This decrease was the result of the Company's
strategy to grow by concentrating its efforts on franchising and licensing
non-traditional locations plus the small increase in total revenue. Actual
salaries and wages decreased from $240,388 to $237,644.
13
Trade show expenses increased from 4.3% of total revenue to 5.0% of total
revenue for the three-month period ended March 31, 2011 compared to the
corresponding period in 2010. This increase was the result of scheduling more
trade shows for grocery stores. Trade show expenses were $75,139 in the
three-month period ended March 31, 2010 compared to $90,000 in the corresponding
period in 2011.
Travel expenses increased from 2.1% of total revenue to 2.6% of total revenue
for the three-month period ended March 31, 2011 compared to the corresponding
period in 2010. Actual travel expense increased from $36,239 to $46,885 for the
three-month period ended March 31, 2011 compared to the corresponding period in
2010. These increases were the result of opening 101 take-n-bake locations in
grocery stores throughout the country in the first quarter of 2011 compared to
37 locations in the corresponding period of 2010.
Other operating expenses decreased, as a percentage of total revenue, from 10.9%
to 9.9% for the three-month period ended March 31, 2011 compared to the
corresponding period in 2010. Actual operating expenses decreased from $190,515
to $178,942. The reduction in operating expenses was a result of the Company's
continuing efforts to control costs.
Restaurant expenses increased as a percentage of total revenue from 6.3% to 6.6%
for the three-month period ended March 31, 2011 compared to the corresponding
period in 2010. Actual restaurant operating expenses increased from $111,749 to
$118,564. The Company only operates two restaurants which it is uses for
demonstration, training and testing purposes.
General and administrative expenses increased as a percentage of total revenue
from 22.5% to 22.7% for the three-month period ended March 31, 2011 compared to
the corresponding period in 2010. Actual general and administrative expense
increased from $394,804 to $408,388 for the three-month period ended March 31,
2011 compared to the corresponding period in 2010. These increases were
primarily the result of additional directors' fees as a result of increasing the
number of directors.
Total expenses increased as a percentage of total revenue from 60.6% to 60.7%
for the three-month period ended March 31, 2011 compared to the corresponding
period in 2010. Actual expenses increased from $1,063,406 to $1,093,972 for the
three-month period ended March 31, 2011 compared to the corresponding period in
2010. These increases were primarily the result of the increase in trade show
expense and travel expenses due to more openings. The Company opened a total of
106 locations in the first quarter of 2011 compared to a total of 54 locations
in the first quarter of 2010.
Operating income decreased as a percentage of total revenue from 39.4% to 39.3%
for the three-month period ended March 31, 2011 compared to the corresponding
period in 2010. Actual operating income increased from $691,725 to $708,045 for
the three-month period ending March 31, 2011 compared to the corresponding
period in 2010.
Interest expense decreased as a percentage of total revenue from 6.2% to 5.5%
for the three-month period ended March 31, 2011 compared to the corresponding
period in 2010. This decrease was primarily the result of a decrease in notes
payable outstanding.
Net income increased from $351,667 to $368,012 for the three-month period ended
March 31, 2011 compared to the corresponding period in 2010.
14
Liquidity and Capital Resources
-------------------------------
The Company's current strategy is to grow its business by concentrating on
franchising new non-traditional locations, licensing convenience stores to add
Noble Roman's to their locations pursuant to a license agreement, licensing
grocery stores to sell take-n-bake pizza and to sell retail products through
grocery stores. The Company has developed a licensing concept for convenience
stores, take-n-bake pizza for grocery stores and other retail products to sell
through grocery stores all as a means to accelerate non-traditional unit growth
and as a way to increase revenue without any significant increase in expenses.
Additionally, the Company does not operate any restaurants except for two
locations for testing and demonstration purposes. This strategy requires limited
overhead and operating expense and does not require significant capital
investment.
The Company's current ratio was 1.2-to-1 on March 31, 2011 compared to 1.4-to-1
on December 31, 2010.
At various times, Paul W. Mobley, the Company's Chairman of the Board and Chief
Executive Officer, made advances to the Company to help fund principal payments
due under its bank loan and payments related to discontinued operations. The
payments related to the discontinued operations were largely for legal fees
related to the Heyser lawsuit, which is described in Note 4 to the accompanying
unaudited condensed consolidated financial statements in this report and in Note
10 of the Company's consolidated financial statements included in its Form 10-K
for the year ended December 31, 2010. The Company issued a note in the principal
amount of $905,821 to reflect the advances. The note provides for interest at
the rate of 8% per annum to be paid monthly on the unpaid principal balance of
the note beginning December 1, 2010, and continuing on the first day of each
calendar month thereafter until the note is paid in full and the Company is
current on the required interest payments. In addition, the note requires
principal payments commencing on August 1, 2011 and on the first day of each
calendar month thereafter up to and including March 1, 2012 in the amount of
$100,000 per month, however the Third Amendment (described below) provides that
these payments cannot commence until the deferred payments to the bank are paid.
The remaining outstanding principal and accrued interest is due to be paid on
April 1, 2012.
On November 9, 2010, the Company entered into a Second Amendment to Loan
Agreement (the "Second Amendment") with Wells Fargo that amended the existing
Loan Agreement between the Company and Wells Fargo. Pursuant to the Amendment,
Wells Fargo agreed to defer principal payments on the outstanding notes payable
to the bank for the months of October through December 2010. On March 10, 2011
the Company executed a Third Amendment to the Loan Agreement with Wells Fargo
Bank (the "Third Amendment") reducing principal payments to $25,000 per month
for March and April 2011. The Third Amendment further provides that those
deferred payments are to be made up with an additional $75,000 in principal per
month from July 1, 2011 through September 1, 2011, an additional $100,000 in
principal per month for October 1, 2011 and November 1, 2011, and an additional
$150,000 in principal for December 1, 2011. In addition, the interest rate under
the note payable was changed from LIBOR plus 3.75% per annum to LIBOR plus 4.25%
per annum.
As a result of the financial arrangements described above and the Company's cash
flow projections, 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's cash flow projections are based on the Company's strategy
of focusing entirely on growth in non-traditional venues, the growth in the
number of grocery store locations licensed to sell the take-n-bake pizza and the
recent introduction of the additional retail products for grocery stores
including pasta sauce, deep-dish lasagna with Italian sausage, grated parmesan
cheese, cheesy stix and spicy cheese dip.
15
In February 2008, the Company elected to trade its previous swap contract for a
new swap contract fixing the rate on 50% of the principal balance under the
Company's loan agreement, as amended (approximately $1.750 million as of May 6,
2011), at an annual interest rate of 8.2%.
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 market acceptance of
recently introduced products, competitive factors and pricing pressures, the
current litigation with certain former traditional franchisees, non-renewal of
franchise agreements, 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 and
changes in prices or supplies of food ingredients and labor as well as the
factors discussed under "Risk Factors" as contained in this annual report. In
addition, the Company has no previous experience selling its products to retail
channels and there can be no assurance that grocers will stock them or that
customers will buy them. 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.
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, 2011, the Company had outstanding
interest-bearing debt in the aggregate principal amount of $4.2 million. The
Company's current borrowings are at a variable rate tied to the London Interbank
Offered Rate ("LIBOR") plus 4.25% 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 6, 2011 of $4.2 million for each 1.0%
increase in LIBOR, the Company would incur increased interest expense of
approximately $16 thousand 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.
16
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 Court issued an Order dated December 23, 2010 granting summary
judgment in favor of the Company against all of the Plaintiffs on their fraud
claims. As a result, the Plaintiffs' allegations of fraud against the Company
and certain of its officers were determined to be without merit. The Company's
counter-claims against the Plaintiffs for breach of contract remain pending.
The Complaint was originally filed against the Company and certain of its
officers and certain institutional lenders. The Plaintiffs are former
franchisees of the Company's traditional location venue. Initially there were
approximately 14 groups of franchisee-Plaintiffs. Since the inception of the
lawsuit, the Court has dismissed the claims against the institutional lenders.
In addition, one group of franchisee-Plaintiffs voluntarily dismissed its claims
against the Company and the Court held another group of franchisee-Plaintiffs in
contempt and dismissed its claims with prejudice.
The Plaintiffs allege that the Defendants fraudulently induced them to purchase
franchises for traditional locations through misrepresentations and omissions of
material facts regarding the franchises. As relief, the Plaintiffs sought
compensatory and punitive damages in addition to court costs and/or prejudgment
interest. The Plaintiffs that remained in the case, following the voluntary and
involuntary dismissals described above, claimed actual damages in the amount of
$5.1 million.
The Company filed counter-claims for damages for breach of contract against all
of the Plaintiffs in the aggregate approximate amount of $3.6 million plus
attorney's fees, cost of collection and punitive damages in certain instances.
The Company intends to prosecute the counter-claims and obtain and execute on
any judgments against all counter-claim Defendants.
In addition to the above actual fraud claims, one group of franchisee-Plaintiffs
asserted a separate claim under the Indiana Franchise Act. The Court's December
23, 2010 Order denied the Company's motion for summary judgment as to the
Indiana Franchise Act claim finding the existence of a genuine issue of material
fact and did not render any opinion on the merits of that claim. The Company
denies liability on this claim and will continue to vigorously prosecute its
defenses against this claim.
The Plaintiffs have filed a motion with the Court asking it to correct errors
and to reconsider the Order for summary judgment. The Company has opposed that
motion and a ruling by the Court remains pending.
ITEM 6. Exhibits.
(a) Exhibits: See Exhibit Index appearing on page 19.
17
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 10, 2011 By: /s/ Paul W. Mobley
---------------------------------------
Paul W. Mobley, Chairman of the Board and
Chief Financial Officer
(Authorized Officer and Principal
Financial Officer)
18
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 January 2,
1999 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 January 2,
1999 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.
19
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.
10.7 Second Amendment to Loan Agreement with Wells Fargo Bank,
N.A. dated November 10, 2010, filed as Exhibit 10.7 to the
Registrant's current report on Form 10-Q filed on November
10, 2010, is incorporated herein by reference.
10.8 Third Amendment to Loan Agreement with Wells Fargo Bank, N.A.
dated March 10, 2011, filed as Exhibit 10.10 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 2010, is incorporated herein by reference.
10.9 Promissory Note payable to Paul Mobley dated November 1,
2010, filed as Exhibit 10.8 to the Registrant's current
report on Form 10-Q filed on November 10, 2010, 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.
20