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, 2007
Commission file number: 0-11104
NOBLE ROMAN'S, INC.
(Exact name of registrant as specified in its charter)
Indiana 35-1281154
(State or other jurisdiction (I.R.S. Employer
of organization) Identification No.)
One Virginia Avenue, Suite 800
Indianapolis, Indiana 46204
(Address of principal executive offices) (Zip Code)
(317) 634-3377
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
One):
Large Accelerated Filer Accelerated Filer Non-Accelerated Filer X
--- --- ---
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes No X
--- ---
As of April 30, 2007, there were 16,775,188 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 March 31, 2007 (unaudited) Page 3
Condensed consolidated statements of operations for the
three months ended March 31, 2006 and 2007 (unaudited) Page 4
Condensed consolidated statements of cash flows for the
three months ended March 31, 2006 and 2007 (unaudited) Page 5
Notes to condensed consolidated financial statements (unaudited) Page 6
2
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
Assets December 31, March 31,
2006 2007
------------ ------------
Current assets:
Cash $ 920,590 $ 1,082,781
Accounts and notes receivable (net of allowances of $136,462 as of
December 31, 2006 and March 31, 2007) 1,505,444 1,654,088
Inventories 215,557 216,014
Assets held for resale 381,768 397,321
Prepaid expenses 136,167 226,116
Current portion of long-term notes receivable 187,898 191,682
Deferred tax asset - current portion 1,971,875 1,971,875
------------ ------------
Total current assets 5,319,299 5,739,877
------------ ------------
Property and equipment:
Equipment 1,183,655 1,233,538
Leasehold improvements 105,928 107,443
------------ ------------
1,289,583 1,340,981
Less accumulated depreciation and amortization 653,336 676,740
------------ ------------
Net property and equipment 636,247 664,241
------------ ------------
Deferred tax asset (net of current portion) 8,300,244 8,086,244
Other assets including long-term portion of notes receivable 1,882,173 1,834,374
------------ ------------
Total assets $ 16,137,963 $ 16,324,736
============ ============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses $ 396,046 $ 286,373
Current portion of long-term note payable 1,500,000 1,500,000
------------ ------------
Total current liabilities 1,896,046 1,786,373
------------ ------------
Long-term obligations:
Note payable to bank (net of current portion) 5,625,000 5,250,000
------------ ------------
Total long-term liabilities 5,625,000 5,250,000
------------ ------------
Stockholders' equity:
Common stock -no par value (25,000,000 shares authorized, 16,602,601
issued and outstanding as of December 31, 2006 and 16,742,688
issued and outstanding as of March 31, 2007) 21,393,360 21,694,938
Preferred stock (5,000,000 shares authorized and 51,000 issued and
outstanding as of December 31, 2006 and 43,700 issued and
outstanding at March 31, 2007) 1,978,800 1,686,800
Accumulated deficit (14,755,243) (14,093,375)
------------ ------------
Total stockholders' equity 8,616,917 9,288,363
------------ ------------
Total liabilities and stockholders' equity $ 16,137,963 $ 16,324,736
============ ============
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,
2006 2007
----------- -----------
Royalties and fees $ 1,867,437 $ 2,585,407
Administrative fees and other 15,186 18,347
Restaurant revenue 412,933 251,585
----------- -----------
Total revenue 2,295,556 2,855,339
Operating expenses:
Salaries and wages 274,544 377,544
Trade show expense 106,730 137,786
Travel expense 95,605 79,239
Sales commissions -- 114,988
Other operating expenses 196,910 226,020
Restaurant expenses 396,000 234,407
Depreciation and amortization 20,758 21,347
General and administrative 394,805 425,032
----------- -----------
Operating income 810,204 1,238,976
Interest and other expense 197,226 173,819
----------- -----------
Income before income taxes 612,978 1,065,157
Income tax expense 208,413 362,154
----------- -----------
Net income $ 404,565 $ 703,003
=========== ===========
Cumulative preferred dividends 41,135 41,135
----------- -----------
Net income available to common stockholders $ 363,430 $ 661,868
=========== ===========
Earnings per share - basic:
Net income $ .02 $ .04
Weighted average number of common shares outstanding 16,322,136 16,668,018
Diluted earnings per share:
Net income $ .02 $ .04
Weighted average number of common shares outstanding 17,295,536 20,046,737
See accompanying notes to condensed consolidated financial statements.
4
Noble Roman's, Inc. and Subsidiaries
Consolidated Statement of Cash Flows
(Unaudited)
Three Months Ended March 31,
OPERATING ACTIVITIES 2006 2007
----------- -----------
Net income $ 404,565 $ 703,003
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 37,538 45,788
Deferred federal income taxes 208,413 362,153
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts and notes receivable 120,685 (148,644)
Inventories (12,367) (457)
Assets held for resale (102,096) (19,812)
Prepaid expenses (50,523) (89,949)
Other assets 596 135
Decrease in:
Accounts payable (174,610) (109,673)
----------- -----------
NET CASH PROVIDED BY OPERATING
ACTIVITIES 432,201 742,544
----------- -----------
INVESTING ACTIVITIES
Purchase of property and equipment (6,708) (51,398)
----------- -----------
NET CASH USED BY INVESTING ACTIVITIES (6,708) (51,398)
----------- -----------
FINANCING ACTIVITIES
Payment of obligations from discontinued operations (120,521) (161,320)
Payment of cumulative preferred dividends (41,135) (41,135)
Payment of principal on outstanding debt (375,000) (375,000)
Payments received on long-term notes receivable 42,086 45,580
Proceeds from the exercise of stock options and warrants -- 2,920
----------- -----------
NET CASH USED IN FINANCING ACTIVITIES (494,570) (528,956)
----------- -----------
Increase (decrease) in cash (69,077) 162,191
Cash at beginning of period 740,940 920,590
----------- -----------
Cash at end of period $ 671,863 $ 1,082,781
=========== ===========
Supplemental schedule of non-cash investing and financing activities
None.
Cash paid for interest $ 181,838 $ 159,893
See accompanying notes to condensed consolidated financial statements.
5
Notes to Condensed Consolidated Financial Statements (Unaudited)
----------------------------------------------------------------
Note 1 - The interim condensed consolidated financial statements, included
herein, are unaudited, but reflect all adjustments which are, in the opinion of
management, necessary for a fair statement of the results of operations for the
interim periods presented and the financial condition as of the dates indicated,
which adjustments are of a normal recurring nature. The results for the
three-month period ended March 31, 2007 are not necessarily indicative of the
results to be expected for the full year ending December 31, 2007.
Note 2 - Approximately $348 thousand and $466 thousand are included in the
three-month periods ended March 31, 2006 and March 31, 2007, respectively, for
initial franchise fees. In addition, included in royalties and fees were
approximately $360 thousand in the three-month period ended March 31, 2007 and
none in the three-month period ended March 31, 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 be greater
in the future. The Company's ongoing royalty income is primarily paid
electronically by the Company initiating a draft on the franchisee's account by
electronic withdrawal. As such, the Company has no material amount of past due
royalties.
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.
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.
6
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 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
non-traditional locations that do not have a Noble Roman's Pizza franchise.
However, in the traditional stand-alone locations we only sell Noble Roman's
Pizza/Tuscano's Subs together as a co-brand.
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. Yet Tuscano's has many unique
competitive features, including its Tuscan theme, the extra rich yeast content
of its fresh baked bread, the thematic menu selections and serving options, high
quality meats, and generous yet cost-effective quality sauces and spreads.
Tuscano's was designed to be premium quality, simple to operate and
cost-effective.
Business Strategy
The Company's business strategy can be summarized as follows:
Continue Focus on Sales of Non-Traditional Franchises. The Company plans to
continue its focus on awarding franchise agreements for both Noble Roman's Pizza
and Tuscano's Italian Style Subs in non-traditional venues such as hospitals,
military bases, universities, convenience stores, attractions, entertainment
facilities, casinos, airports, travel plazas, office complexes and hotels. The
Company has pursued this focus for the past several years.
Growth of our Traditional Dual-Branded Concept. In order to seek more rapid
growth, the Company initiated a strategy to sell dual-branded franchises and to
sell development territories to Area Developers for additional growth of its
dual-branded concept of Noble Roman's Pizza/Tuscano's Subs for stand-alone
traditional locations. Area Developers have the exclusive right to develop the
dual-branded traditional concept in their areas. Area Developers generally pay a
development fee of $.05 per capita in their development area and will receive
30% of the initial franchise fee and 2/7ths of the royalty from the franchise
locations developed pursuant to those Development Agreements. The Company
retains all training and supervision responsibilities and must approve all
franchisees and all locations. In order to maintain the rights to develop the
territories, each Developer has to meet the minimum development schedule
stipulated in the Area Development Agreement. As of May 4, 2007, the Company has
entered into twelve Area Development Agreements requiring the development of 429
7
franchises over the next six years. In addition, as of May 4, 2007, the Company
has entered into 70 dual-branded franchise agreements for traditional locations,
31 of which were sold through the Area Development Agreements.
Maintain Superior Product Quality. The Company believes that the quality of its
products will contribute to the growth of both its non-traditional and
traditional dual-branded concept. Every ingredient and process was designed with
a view to producing superior results. All of its menu items were carefully
developed to be delivered in a ready-to-use form requiring only on-site assembly
and baking. The Company believes this process results in products that are great
tasting, quality consistent, easy to assemble, relatively low in food cost and
require very low amounts of labor and allows for a significant competitive
advantage due to the speed at which its products can be prepared, baked and
served to customers.
Financial Summary
-----------------
The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. Actual results may differ from those
estimates. The Company evaluates the carrying values of its assets, including
property, equipment and related costs, accounts receivable and deferred tax
asset, periodically to assess whether any impairment indications are present due
to (among other factors) recurring operating losses, significant adverse legal
developments, competition, changes in demands for the Company's products or
changes in the business climate that affect the recovery of recorded value. If
any impairment of an individual asset is evident, a charge will be provided to
reduce the carrying value to its estimated fair value.
The following table sets forth the percentage relationship to total revenue of
the listed items included in Noble Roman's consolidated statements of operations
for the three-month periods ended March 31, 2006 and 2007, respectively.
Three Months Ended March 31,
2006 2007
---- ----
Royalties and fees 81.4 % 90.6 %
Administrative fees and other .6 .6
Restaurant revenue 18.0 8.8
----- ---
Total revenue 100.0 % 100.0 %
Operating expenses:
Salaries and wages 12.0 13.2
Trade show expense 4.6 4.8
Travel expense 4.1 2.8
Sales commissions -- 4.0
Other operating expense 8.6 7.9
Restaurant expenses 17.3 8.2
Depreciation and amortization .9 .8
General and administrative 17.2 14.9
----- ---
Operating income 35.3 % 43.4 %
Interest and other expense 8.6 6.1
----- ---
Income before income taxes 26.7 37.3
Income tax expense 9.1 12.7
----- ---
Net income 17.6 % 24.6 %
===== ====
8
Results of Operations
---------------------
Noble Roman's, Inc. and Subsidiaries
Results of Operations - Three-Month Periods Ended March 31, 2006 and 2007
Total revenue increased from $2,295,556 to $2,855,339 for the three-month period
ended March 31, 2007 compared to the corresponding period in 2006. This increase
was primarily the result of an increase in royalties and fees from the addition
of new franchises. Royalties and fees increased from approximately $1,867,437 to
$2,585,407 for the three-month period ended March 31, 2007 compared to the
corresponding period in 2006. Approximately $348 thousand and $466 thousand are
included in the three-month periods ended March 31, 2006 and March 31, 2007,
respectively, for initial franchise fees. In addition, included in royalties and
fees were approximately $360 thousand in the three-month period ended March 31,
2007 and none in the corresponding period in 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 to sell 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 the initial franchise fee revenue has the potential to be greater
in the future. The Company has sold twelve territories to Area Developers and is
in discussions with several other potential Area Developers. The twelve
territories include an agreement for 49 restaurants in 15 counties surrounding
the Greensboro, Winston-Salem, High Point areas of North Carolina and Virginia,
an agreement for 20 restaurants in three counties near Cincinnati, Ohio, an
agreement for 25 restaurants in Sacramento County, California, an agreement for
an additional 40 restaurants in 21 additional counties surrounding Cincinnati,
Ohio, an agreement for 30 restaurants in five counties near Atlanta, Georgia, an
agreement for 70 restaurants in three additional counties in Georgia, near
Atlanta, an agreement for 52 restaurants in two counties near Dallas, Texas, an
agreement for 25 restaurants for Springfield, Missouri and surrounding counties,
an agreement for 35 restaurants for Riverside County, California, an agreement
for 38 restaurants for San Bernardino County, California, an agreement for 30
restaurants in Dayton, Ohio and surrounding counties, and another agreement for
15 restaurants in a third county near Dallas, Texas. 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 be greater in
the future. If an Area Developer does not meet the required development
schedule, the Developer loses its rights to the development area and its share
of the franchise fee income on any units that are developed.
Restaurant revenues decreased from approximately $412,933 to $251,585 for the
three-month period ended March 31, 2007 compared to the corresponding period 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 quarter ended March 31, 2007 than
in the corresponding quarter of 2006.
Salaries and wages increased from 12.0% of total revenue to 13.2% of total
revenue for the three-month period ended March 31, 2007 compared to the
corresponding period in 2006. The increase during the first quarter in 2007
versus 2006 was the result of adding the additional experienced staff for the
growth of franchising in traditional locations. Salaries and wages decreased
from 14.7% of total revenue to 13.2% of total revenue for the three-month period
ended March 31, 2007 compared to the three-month period ended December 31, 2006.
Salaries and wages, as a percent of total revenue, are expected to continue to
9
decline in the future as the revenue continues to grow from opening more
traditional franchises.
Trade show expenses increased from 4.6% of total revenue to 4.8% of total
revenue for the three-month period ended March 31, 2007 compared to the
corresponding period in 2006. The Company anticipates the actual dollar trade
show expense to remain approximately the same for the balance of 2007, which is
expected to result in a lower trade show expense as a percent of total revenue
as revenue continues to increase as more traditional restaurants are opened.
Travel expenses decreased from 4.1% of total revenue to 2.8% of total revenue
for the three-month period ended March 31, 2007 compared to the corresponding
period in 2006. The decrease was the result of the actual dollar expense showing
a slight decrease while the revenue increased as a result of selling more Area
Development Agreements and opening more traditional restaurants.
Sales commissions were 4.0% of total revenue for the three-month period ended
March 31, 2007 compared to no sales commissions in the corresponding period in
2006. The sales commissions are the result of commissions earned by the Area
Developers and internal sales staff designed to increase the Company's revenue
growth by expanding franchising activity for traditional locations.
Other operating expenses decreased from 8.6% of total revenue to 7.9% of total
revenue for the three-month period ended March 31, 2007 compared to the
corresponding period in 2006. This decrease was primarily the result of actual
operating expenses only slightly increasing in dollar amount while total revenue
increased from the growth of more franchises for traditional locations. The
Company anticipates that other operating expenses, as a percentage of revenue,
will continue to decline as a result of anticipated additional growth in 2007
while maintaining operating expenses at approximately the same dollar amount.
Restaurant expenses decreased from 17.3% of total revenue to 8.2% of total
revenue for the three-month period ended March 31, 2007 compared to the
corresponding period in 2006. This decrease was 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 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 from 17.2% of total revenue to
14.9% of total revenue for the three-month period ended March 31, 2007 compared
to the corresponding period in 2006. This decrease was the result of only a
small increase in the dollar amount of administrative expense which was more
than offset by the growth in revenue as a result of new franchising activity.
The Company anticipates that general and administrative expenses, as a
percentage of revenue, will continue to decline as a result of anticipated
additional growth in revenue.
Operating income increased from 35.3% of total revenue to 43.4% of total revenue
for the three-month period ended March 31, 2007 compared to the corresponding
period in 2006. The primary reason for the increase in operating income was the
growth in royalties and fees as a result of new franchising activity, which more
than offset the small growth in operating expenses. Operating income, as a
percent of total revenue, is anticipated to continue to increase as the
anticipated growth in the amount of franchising activity continues with
operating expenses increasing at a substantially lower rate.
Interest expense decreased from 8.6% of total revenue to 6.1% of total revenue
for the three-month period ended March 31, 2007 compared to the corresponding
period in 2006. This decrease was the result of a decrease in the dollar amount
10
of interest paid due to the reduction in the amount of debt outstanding and the
increase in revenue as a result of the growth from franchising. Since the
Company does not anticipate the need to borrow any additional funds and plans to
continue to reduce its debt, interest expense should continue to decline in
future periods.
Net income increased from $404,566 to $703,003 for the three-month period ended
March 31, 2007 compared to the corresponding period in 2006. The 74.0% increase
in net income for the three-month period ended March 31, 2007, compared to the
corresponding period in 2006, was the result of the growth in royalty and fee
income as a result of the sale of additional Area Development Agreements and the
growth in the number of franchises for traditional locations, only slightly
offset by increased operating expenses.
Liquidity and Capital Resources
-------------------------------
The Company's strategy is to grow its business by continuing to focus on
franchising non-traditional locations and by franchising in traditional
locations partially through the use of Area Developers. This strategy does not
require significant capital.
As a result of the Company's strategy, cash flow generated from operations, the
Company's current rate of entering into new franchises and the anticipated
growth in Franchise Agreements and Area Development Agreements in the future,
the Company believes it will have sufficient cash flow to meet its obligations
and to carry out its current business plan.
The Company does not anticipate that any of the recently issued Statement of
Financial Accounting Standards will have a material impact on its Statement of
Operations or its Balance Sheet.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
The Company's current borrowings are at a monthly variable rate tied to LIBOR.
However, the Company elected to purchase a swap contract fixing the rate on 50%
of the principal balance for the first two years and then $3 million of the
principal amount for the following two years at an annual interest rate of 8.83%
per annum.
The Company has concluded that there is no material market risk exposure and,
therefore, no quantitative tabular disclosures are required.
ITEM 4. Controls and Procedures
Based on his evaluation as of the end of the period covered by this report, Paul
W. Mobley, the Company's Chief Executive Officer and Chief Financial Officer,
has concluded that the Company's disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended) are effective. There have been no changes in internal controls over
financial reporting during the period covered by this report that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.
11
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 14.
12
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 7, 2007 By: /s/ Paul W. Mobley
-----------------------------------------
Paul W. Mobley, Chairman of the Board and
Chief Financial Officer
(Authorized Officer and Principal
Financial Officer)
13
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.
14
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.
15