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, 2009
Commission file number: 0-11104
NOBLE ROMAN'S, INC.
(Exact name of registrant as specified in its charter)
Indiana 35-1281154
(State or other jurisdiction (I.R.S. Employer
of organization) Identification No.)
One Virginia Avenue, Suite 300
Indianapolis, Indiana 46204
(Address of principal executive offices) (Zip Code)
(317) 634-3377
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section
232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).
Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
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 7, 2009, there were 19,412,499 shares of Common Stock, no par value,
outstanding.
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
The following unaudited condensed consolidated financial statements are
included herein:
Condensed consolidated balance sheets as of December 31, 2008
and March 31, 2009 (unaudited) Page 3
Condensed consolidated statements of operations for the
three months ended March 31, 2008 and 2009 (unaudited) Page 4
Condensed consolidated statements of changes in
stockholders' equity for the three months ended
March 31, 2009 (unaudited) Page 5
Condensed consolidated statements of cash flows for the
three months ended March 31, 2008 and 2009 (unaudited) Page 6
Notes to condensed consolidated financial statements (unaudited) Page 7
2
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
December 31, March 31,
2008 2009
------------ ------------
Assets
Current assets:
Cash $ 450,968 $ 330,396
Accounts and notes receivable - net 1,046,545 1,282,705
Inventories 223,024 236,872
Assets held for resale 242,690 242,690
Prepaid expenses 222,095 208,379
Current portion of long-term notes receivable 5,810 33,926
Deferred tax asset - current portion 1,050,500 1,050,500
------------ ------------
Total current assets 3,241,632 3,385,468
------------ ------------
Property and equipment:
Equipment 1,206,979 1,225,364
Leasehold improvements 96,512 96,512
------------ ------------
1,303,491 1,321,876
Less accumulated depreciation and amortization 821,422 840,760
------------ ------------
Net property and equipment 482,069 481,116
Deferred tax asset (net of current portion) 11,802,637 11,529,282
Other assets including long-term portion of notes receivable 1,752,102 1,733,219
------------ ------------
Total assets $ 17,278,440 $ 17,129,085
============ ============
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term note payable $ 1,500,000 $ 1,500,000
Accounts payable and accrued expenses 1,191,116 1,001,419
------------ ------------
Total current liabilities 2,691,116 2,501,419
------------ ------------
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, 19,412,499
issued and outstanding as of December 31, 2008 and March 31, 2009) 23,023,250 23,038,467
Preferred stock (5,000,000 shares authorized and 20,625 issued and
outstanding as of December 31, 2008 and March 31, 2009) 800,250 800,250
Accumulated deficit (14,861,176) (14,461,051)
------------ ------------
Total stockholders' equity 8,962,324 9,377,666
------------ ------------
Total liabilities and stockholders' equity $ 17,278,440 $ 17,129,085
============ ============
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,
--------------------------
2008 2009
----------- -----------
Royalties and fees $ 1,948,153 $ 1,759,614
Administrative fees and other 13,441 12,563
Restaurant revenue 388,841 118,891
----------- -----------
Total revenue 2,350,435 1,891,068
Operating expenses:
Salaries and wages 381,092 274,149
Trade show expense 123,473 75,617
Travel expense 113,581 44,532
Sales commissions 31,688 3,627
Other operating expenses 237,474 191,949
Restaurant expenses 374,426 118,023
Depreciation and amortization 25,318 19,338
General and administrative 422,302 353,402
----------- -----------
Total expenses 1,709,355 1,080,637
----------- -----------
Operating income 641,080 810,431
Interest and other expense 154,064 120,315
----------- -----------
Income before income taxes 487,016 690,116
Income tax expense 165,586 273,355
----------- -----------
Net income 321,431 416,761
Cumulative preferred dividends 16,636 16,636
----------- -----------
Net income available to common
stockholders $ 304,795 $ 400,125
=========== ===========
Earnings per share - basic:
Net income $ .02 $ .02
Net income available to common stockholders .02 .02
Weighted average number of common shares
outstanding 19,196,395 19,412,499
Diluted earnings per share:
Net income $ .02 $ .02
Weighted average number of common shares
outstanding 20,297,994 19,854,863
See accompanying notes to condensed consolidated financial statements.
4
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Statements of Changes in
Stockholders' Equity
(Unaudited)
Preferred Common Stock Accumulated
Stock Shares Amount Deficit Total
------------ ------------ ------------ ------------ ------------
Balance at December 31, 2008 $ 800,250 19,412,499 $ 23,023,250 $(14,861,176) $ 8,962,324
Net income for three months ended
March 31, 2009 416,761 416,761
Cumulative preferred
dividends (16,636) (16,636)
Amortization of value of employee
stock options 15,217 15,217
------------ ------------ ------------ ------------ ------------
Balance at March 31, 2009 $ 800,250 19,412,499 $ 23,038,467 $(14,461,051) $ 9,377,666
============ ============ ============ ============ ============
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,
----------------------------
2008 2009
----------- -----------
OPERATING ACTIVITIES
Net income $ 321,431 $ 416,761
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 45,493 46,929
Deferred income taxes 165,586 273,355
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts and notes receivable (287,731) (236,160)
Inventories (19,371) (13,848)
Prepaid expenses (55,094) 13,716
Other assets (4,652) (23,025)
Increase (decrease) in:
Accounts payable and accrued expenses (43,337) 26,228
----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 122,325 503,956
----------- -----------
INVESTING ACTIVITIES
Purchase of property and equipment (2,106) (18,385)
Investment in assets held for resale (536,365) --
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (538,471) (18,385)
----------- -----------
FINANCING ACTIVITIES
Payment of obligations from discontinued operations (70,996) (215,925)
Payment of cumulative preferred dividends (16,636) (16,636)
Payment of principal on outstanding debt (375,000) (375,000)
Payments received on long-term notes receivable 49,362 1,418
Proceeds from additional borrowing less issuance cost 2,975,024 --
Proceeds from the exercise of stock options and warrants 12,500 --
----------- -----------
NET CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES 2,574,254 (606,143)
----------- -----------
Increase (decrease) in cash 2,158,108 (120,572)
Cash at beginning of period 832,207 450,968
----------- -----------
Cash at end of period $ 2,990,315 $ 330,396
=========== ===========
Supplemental schedule of non-cash investing and
financing activities
None.
Cash paid for interest $ 132,141 $ 114,311
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
three-month period ended March 31, 2009 are not necessarily indicative of the
results to be expected for the full year ending December 31, 2009.
Note 2 - Royalties and fees include $135,500 and $28,600 for the three-month
periods ended March 31, 2008 and 2009, respectively, of initial franchise fees.
Royalties and fees include $110,475 and $56,023 for the three-month period ended
March 31, 2008 and 2009, respectively, of equipment commissions. Royalties and
fees, less initial franchise fees and equipment commissions were $1,702,178 and
$1,674,991 for the three-month periods ended March 31, 2008 and 2009,
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 - The following table sets forth the calculation of basic and diluted
earnings per share for the three-month period ended March 31, 2009:
Income Shares Per-Share
(Numerator) (Denominator) Amount
Net income $ 416,761 19,412,499 $ .02
Less preferred stock dividends (16,636)
----------
Earnings per share - basic
Income available to common stockholders 400,125 .02
Effect of dilutive securities
Warrants 0
Options 75,698
Convertible preferred stock 16,636 366,666
---------- ----------
Diluted earnings per share
Income available to common stockholders
and assumed conversions $ 416,761 19,854,863 $ .02
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 in June 2008. The Plaintiffs in the
case are former franchisees of the Company's traditional location format. In
addition to the Company, the Defendants include certain of the Company's
officers and lenders to certain of the Plaintiffs. The Plaintiffs allege that
the Defendant's induced them to purchase traditional franchises through
fraudulent representations and omissions of material facts regarding the
franchises, and seek compensatory and punitive damages. No substantive discovery
has yet been completed. The Company believes that it has strong and meritorious
legal and factual defenses to these claims and will vigorously defend its
interests in this case.
The Company filed a Counter-Claim for Damages against all of the Plaintiffs and
moved to obtain Preliminary and Permanent Injunctions against a majority of the
Plaintiffs to remedy the Plaintiff's
7
continuing breaches of the applicable franchise agreements. The Company's Motion
for Preliminary Injunction was granted in October 2008. The Company has asserted
that none of the preliminarily enjoined Plaintiffs fully complied with the
Court's Order and that several of them only minimally complied. Accordingly, the
Company filed a Motion to Require Full Compliance and To Show Cause why they
should not be held in contempt and for attorney's fees as sanctions.
The company subsequently filed a Motion to Revoke the Temporary Admission Pro
Hac Vice of David M. Duree, Plaintiff's counsel, for filing fraudulent
affidavits with the Court. The Court granted this motion on March 31, 2009. In
the same ruling the Court: continued the Motion to Show Cause to allow parties
time to conduct discovery, including depositions on the preliminarily enjoined
Plaintiffs, on that issue; granted preliminary injunctions against Plaintiffs
Gomes and Villasenor; dismissed claims against CIT Small Business Lending
Corporation and PNC Bank with prejudice, and struck the fraudulent affidavits.
The Court has granted Plaintiff's Motion for Continuance until May 14, 2009 to
allow time for them to engage new counsel.
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Introduction
------------
The Company sells and services franchises for non-traditional and stand-alone
foodservice operations under the trade names "Noble Roman's Pizza," "Tuscano's
Italian Style Subs" and "Noble Roman's Bistro." The Company believes the
attributes of these concepts include high quality products, simple operating
systems, labor minimizing operations, attractive food costs and overall
affordability.
Noble Roman's Pizza
-------------------
Superior quality that our customers can taste - that is the hallmark of Noble
Roman's Pizza. Every ingredient and process has been designed with a view to
producing superior results. We believe the following make our products unique:
o Crust made with only specially milled flour with above average protein
and yeast.
o Fresh packed, uncondensed sauce made with secret spices, parmesan
cheese and vine-ripened tomatoes.
o 100% real cheese blended from mozzarella and Muenster, with no soy
additives or extenders.
o 100% real meat toppings, again with no additives or extenders - a real
departure from many pizza concepts.
o Vegetable and mushroom toppings that are sliced and delivered fresh,
never canned.
o An extended product line that includes breadsticks with dip, pasta,
baked sandwiches, salads, wings and a line of breakfast products.
o A fully-prepared pizza crust that captures the made-from-scratch
pizzeria flavor which gets delivered to the franchise location
shelf-stable so that dough handling is no longer an impediment to a
consistent product.
The Company carefully developed nearly all of its menu items to be delivered in
a ready-to-use form requiring only on-site assembly and baking. These menu items
are manufactured by third party vendors and distributed by unrelated
distributors who deliver throughout most of the continental United States. We
believe this process results in products that are great tasting, quality
consistent, easy to assemble and relatively low in food cost and require
relatively low amounts of labor.
8
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.
Noble Roman's Bistro
--------------------
Noble Roman's Bistro, introduced in October 2008, is an additional service
system specifically designed for non-traditional venues such as convenience
stores, entertainment facilities, universities, hospitals, bowling centers and
other high traffic facilities. The Bistro incorporates all of the ingredient
qualities described above for Noble Roman's Pizza, and retains simplicity by
using largely ready-to-use ingredients that require only final assembly and
baking on site. It features the SuperSlice pizza, one-fourth of a large pizza,
along with hot entrees such as chicken parmesan, baked pastas, hot sub
sandwiches, breadsticks and calzones plus fresh salads and snacks. The Bistro is
also available with an optional breakfast expansion menu featuring a wide
variety of standard breakfast favorites. Customers move along the food display
counter and are served to order as they go.
Business Strategy
The Company's business strategy can be summarized as follows:
Intensify Focus on Sales of Non-Traditional Franchises. With a very weak retail
economy, and with the severe dislocations in the lending markets, the Company
believes that it has a unique opportunity for increasing unit growth and revenue
within its non-traditional venues such as hospitals, military bases,
universities, convenience stores, attractions, entertainment facilities,
casinos, airports, travel plazas, office complexes and hotels. The Company's
franchises in non-traditional locations are foodservice providers within a host
business, and usually require a minimal investment compared to a stand-alone
franchise. Non-traditional franchises are often sold into pre-existing
facilities as a service and/or revenue enhancer for the underlying business.
Though focusing on non-traditional franchise expansion, the Company will still
seek to capitalize on other franchising opportunities as they present
themselves.
With the major focus being on non-traditional franchising, the Company's
requirements for overhead and operating cost are reduced. In addition, during
December 2008 the Company discontinued operating restaurants, by selling all but
two of the restaurants to be operated as franchises, which also substantially
9
reduced the Company's requirements for overhead and operating cost for the
foreseeable future. The Company does intend to continue operating the two
locations that it uses for testing and demonstration purposes. This change has
allowed for a more complete focus on selling and servicing franchises to
capitalize on the attractive opportunity the Company believes it has for
increased unit growth in non-traditional franchises.
Enhance Product Offerings. To augment the Company's sales opportunities within
non-traditional venues, it introduced the Noble Roman's Bistro service system in
October 2008. As an addition to the other service systems offered in its Noble
Roman's Pizza and Tuscano's Italian Style Subs concepts, the Bistro was designed
to appeal to additional types of businesses and operational objectives with its
fresh food display and serve-to-order serving system. Though presented or
packaged differently, the substantial majority of the menu selections are
comprised of ingredients already utilized in Noble Roman's Pizza and Tuscano's
Italian Style Subs, thereby leveraging the Company's simple systems,
distribution and purchasing power.
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 locations. Every ingredient and process was designed with a view to
producing superior results. Most of our menu items were developed to be
delivered in a ready-to-use form requiring only on-site assembly and baking. The
Company believes this process results in products that are great tasting,
quality consistent, easy to assemble and relatively low in food cost and
requiring very low amounts of labor, which allows for a significant competitive
advantage due to the speed at which its products can be prepared, baked and
served to customers.
Financial Summary
-----------------
The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. Actual results may differ from those
estimates. The Company periodically evaluates the carrying values of its assets,
including property, equipment and related costs, accounts receivable and
deferred tax asset, to assess whether any impairment indications are present due
to (among other factors) recurring operating losses, significant adverse legal
developments, competition, changes in demands for the Company's products or
changes in the business climate that affect the recovery of recorded value. If
any impairment of an individual asset is evident, a charge will be provided to
reduce the carrying value to its estimated fair value.
The following table sets forth the percentage relationship to total revenue of
the listed items included in Noble Roman's consolidated statements of operations
for the three-month period ended March 31, 2008 and 2009, respectively.
10
Three Months Ended
March 31,
2008 2009
------- -------
Royalties and fees 82.9 % 93.0 %
Administrative fees and other .6 .7
Restaurant revenue 16.5 6.3
------- -------
Total revenue 100.0 % 100.0 %
Operating expenses:
Salaries and wages 16.2 14.5
Trade show expense 5.3 4.0
Travel expense 4.8 2.3
Sales commissions 1.3 .2
Other operating expense 10.1 10.2
Restaurant expenses 15.9 6.2
Depreciation and amortization 1.1 1.0
General and administrative 18.0 18.7
------- -------
Total expenses 72.7 57.1
------- -------
Operating income 27.3 % 42.9 %
Interest and other expense 6.6 6.4
------- -------
Income before income taxes 20.7 % 36.5 %
Income tax expense 7.0 14.5
------- -------
Net income 13.7 % 22.0 %
======= =======
Results of Operations
---------------------
Three-Month Periods Ended March 31, 2008 and 2009
Total revenue decreased from $2.4 million to $1.9 million for the three-month
period ended March 31, 2009 compared to the corresponding period in 2008. This
decrease was primarily the result of selling fewer franchises and less equipment
commissions in the period ended March 31, 2009 compared to the corresponding
period in 2008. Restaurant revenue also decreased $270,000 as the Company
operated fewer restaurants in the 2009 period.
Royalties and fees include $135,500 and $28,600 for the three-month periods
ended March 31, 2008 and 2009, respectively, of initial franchise fees.
Royalties and fees include $110,475 and $56,023 for the three-month periods
ended March 31, 2008 and 2009, respectively, of equipment commissions. Royalties
and fees, less the initial franchise fees and equipment commissions were
$1,702,178 and $1,674,991 for the three-month periods ended March 31, 2008 and
2009, respectively.
Restaurant revenues decreased from $388,841 to $118,891 for the three-month
period ended March 31, 2009 compared to the corresponding period in 2008. This
decrease was the result of the Company discontinuing operating restaurants in
December 2008. The Company plans to continue operating two restaurants used for
training and demonstration purposes.
Salaries and wages decreased from 16.2% of total revenue to 14.5% of total
revenue for the three-month period ended March 31, 2009 compared to the
corresponding period in 2008. This decrease was the result of a reduction in
staff due to the Company's decision to discontinue operating restaurants pending
refranchising and as a result of the Company's strategy to grow by concentrating
its efforts on
11
franchising non-traditional locations. The reduction was partially offset by the
decrease in revenue as a result of opening fewer new franchises.
Trade show expenses decreased from 5.3% of total revenue to 4.0% of total
revenue for the three-month period ended March 31, 2009 compared to the
corresponding period in 2008. This decrease was the result of scheduling fewer
trade shows by eliminating all events focused on franchises for traditional
locations. The reduction was partially offset by the decrease in revenue as a
result of opening fewer new franchises.
Travel expenses decreased from 4.8% of total revenue to 2.3% of total revenue
for the three-month period ended March 31, 2009 compared to the corresponding
period in 2008. Actual travel expense decreased from $114,000 to $45,000 for the
three-month period ended March 31, 2009 compared to the corresponding period in
2008. This decrease was the result of the Company's strategy to grow by
concentrating its efforts in franchising non-traditional locations which require
less on-site support than franchising in traditional locations. The reduction
was partially offset by the decrease in revenue as a result of opening fewer new
franchises.
Sales commissions decreased from 1.3% to .2% of total revenue for the
three-month period ended March 31, 2009 compared to the corresponding period in
2008. This decrease was the result of fewer franchise sales.
Other operating expenses increased, as a percentage of total revenue, from 10.1%
to 10.2% for the three-month period ended March 31, 2009 compared to the
corresponding period in 2008. Actual operating expenses decreased from $237,000
to $192,000. The reduction in operating expenses was offset by the decrease in
revenue. This decrease was due to the Company's decision to discontinue
operating restaurants pending refranchising and as a result of the Company's
strategy to grow by concentrating its efforts on franchising non-traditional
locations.
Restaurant expenses decreased as a percentage of total revenue from 15.9% to
6.2% for the three-month period ended March 31, 2009 compared to the
corresponding period in 2008. This decrease was the result of the Company
discontinuing operating restaurants, except for the two restaurants used for
training and demonstration purposes, in December 2008.
General and administrative expenses increased as a percentage of total revenue
from 18.0% to 18.7% for the three-month period ended March 31, 2009 compared to
the corresponding period in 2008. Actual general and administrative expense
decreased from $422,000 to $353,000 for the three-month period ended March 31,
2009 compared to the corresponding period in 2008. This decrease was the result
of the Company's commitment to reducing overhead offset by the decrease in
revenue as a result of opening fewer new franchises.
Total expenses decreased as a percentage of total revenue from 72.7% to 57.1%
for the three-month period ended March 31, 2009 compared to the corresponding
period in 2008. Actual expenses decreased from $1,709,000 to $1,081,000 for the
three-month period ended March 31, 2009 compared to the corresponding period in
2008. This decrease was due to the Company's decision to discontinue operating
restaurants pending refranchising and as a result of the Company's strategy to
grow by concentrating its efforts on franchising non-traditional locations.
Operating income increased as a percentage of total revenue from 27.3% to 42.9%
for the three-month period ended March 31, 2009 compared to the corresponding
period in 2008. The primary reason for this increase was the reduction in
overhead as a result of the Company's decision to discontinue
12
operating restaurants pending refranchising, and as a result of the Company's
strategy to grow by concentrating its efforts on franchising non-traditional
locations. The reduction in overhead was only partially offset by the decrease
in revenue as a result of opening fewer new franchises. Actual operating income
increased from $641,000 to $810,000, or 26.4%, for the three-month period ended
March 31, 2009 compared to the corresponding period in 2008.
Interest expense decreased as a percentage of total revenue from 6.6% to 6.4%
for the three-month period ended March 31, 2009 compared to the corresponding
period in 2008. Actual interest expense decreased from $154,000 to $120,000 for
the three-month period ended March 31, 2009 compared to the corresponding period
in 2008. This decrease was the result of a combination of a decrease in notes
payable outstanding and lower interest rates.
Net income increased from $321,000 to $417,000, or 29.7%, for the three-month
period ended March 31, 2009 compared to the corresponding period in 2008. The
primary reason for this increase was the reduction in overhead as a result of
the Company's decision to discontinue operating any restaurants, except for the
two locations the Company operates for testing and demonstration purposes, and
as a result of the Company's strategy to grow by concentrating its efforts on
franchising non-traditional locations. The reduction in overhead was only
partially offset by the decrease in revenue as a result of opening fewer new
franchises.
Liquidity and Capital Resources
-------------------------------
The Company's current strategy is to grow its business by concentrating largely
on franchising new non-traditional locations. The Company increased its focus on
selling additional franchises for non-traditional locations and created the
Noble Roman's Bistro service system as an attempt to broaden the appeal to
additional types of locations and operations, and to accelerate the
non-traditional growth. In addition, the Company has discontinued operating any
restaurants except for the two locations the Company operates for testing and
demonstration purposes. This change has allowed the Company to reduce operating
expenses and overhead. This strategy does not require significant capital
investments.
The Company's current ratio increased slightly in the first quarter of 2009 due
to profitable operations. The deferred tax asset increased, by the tax benefit,
as a result of the loss on discontinued operations recorded in 2008. The Company
does not expect to report any loss on discontinued operations in 2009.
In order to intensify focus on non-traditional franchising and withdraw from
temporarily operating restaurants, the Company sold the excess restaurants to be
operated as franchises, which reduced the Company's requirement for overhead and
operating cost. As a result of this strategy, the Company did exceed its plan
for the first quarter 2009 consistent with the plans for 2009 as announced in
the Form 10-Q for the quarterly period ended September 30, 2008.
As a result of the Company's strategy and cash flow expected to be generated
from operations in the future, the Company believes it will have sufficient cash
flow to meet its obligations and to carry out its current business plan.
On February 4, 2008, the Company and certain of its subsidiaries, entered into a
First Amendment to Loan Agreement (the "Amendment") with Wells Fargo Bank, N.A.
that amended the existing Loan Agreement dated August 25, 2005, between the
Company and Wells Fargo (the "Loan Agreement").
13
Under the Amendment, Wells Fargo loaned the Company an additional $3.0 million.
The Amendment also reduced the interest rate applicable to amounts borrowed
under the Loan Agreement from LIBOR plus 4% per annum to LIBOR plus 3.75% per
annum and extended the maturity date for borrowings under the loan from August
31, 2011 to August 31, 2013.
On February 6, 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
Loan Agreement, as amended by the Amendment (approximately $3.375 million as of
March 1, 2009), 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.
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, 2009, the Company had outstanding
interest-bearing debt in the aggregate principal amount of $6.75 million. The
Company's current borrowings are at a monthly variable rate tied to the London
Interbank Offered Rate ("LIBOR") plus 3.75% per annum adjusted on a monthly
basis. To mitigate interest rate risk, the Company traded its previous swap
contract for a new swap contract fixing the rate on 50% of the principal balance
outstanding at 8.2%. Based upon the principal balance outstanding as of May 1,
2009 of $6.5 million for each 1.0% increase in LIBOR, the Company would incur
increased interest expense of approximately $30,300 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 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 in June 2008. The Plaintiffs in the case are
former franchisees of the Company's traditional location format. In addition to
the Company, the Defendants include certain of the Company's officers and
lenders to certain of the Plaintiffs. The Plaintiffs allege that the Defendant's
induced them to purchase traditional franchises through fraudulent
representations and omissions of material facts regarding the franchises, and
seek compensatory and punitive damages. No substantive discovery has yet been
completed. The Company believes that it has strong and meritorious legal and
factual defenses to these claims and will vigorously defend its interests in
this case.
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The Company filed a Counter-Claim for Damages against all of the Plaintiffs and
moved to obtain Preliminary and Permanent Injunctions against a majority of the
Plaintiffs to remedy the Plaintiff's continuing breaches of the applicable
franchise agreements. The Company's Motion for Preliminary Injunction was
granted in October 2008. The Company has asserted that none of the preliminarily
enjoined Plaintiffs fully complied with the Court's Order and that several of
them only minimally complied. Accordingly, the Company filed a Motion to Require
Full Compliance and To Show Cause why they should not be held in contempt and
for attorney's fees as sanctions.
The company subsequently filed a Motion to Revoke the Temporary Admission Pro
Hac Vice of David M. Duree, Plaintiff's counsel, for filing fraudulent
affidavits with the Court. The Court granted this motion on March 31, 2009. In
the same ruling the Court: continued the Motion to Show Cause to allow parties
time to conduct discovery, including depositions on the preliminarily enjoined
Plaintiffs, on that issue; granted preliminary injunctions against Plaintiffs
Gomes and Villasenor; dismissed claims against CIT Small Business Lending
Corporation and PNC Bank with prejudice, and struck the fraudulent affidavits.
The Court has granted Plaintiff's Motion for Continuance until May 14, 2009 to
allow time for them to engage new counsel.
Other than as disclosed above, the Company is involved in no other litigation
requiring disclosure.
ITEM 6. Exhibits.
(a) Exhibits: See Exhibit Index appearing on page 17.
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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: May 11, 2009 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 Loan Agreement with Wells Fargo Bank, N.A. dated August 25, 2005 filed
as Exhibit 10.1 to the Registrant's current report on Form 8-K filed
August 29, 2005, is incorporated herein by reference.
10.6 First Amendment to Loan Agreement with Wells Fargo Bank, N.A. dated
February 4, 2008, filed as Exhibit 10.1 to the Registrant's report on
Form 8-K filed February 8, 2008, is incorporated herein by reference.
21.1 Subsidiaries of the Registrant filed in the Registrant's Registration
Statement on Form SB-2 (SEC File No. 33-66850) ordered effective on
October 26, 1993, is incorporated herein by reference.
31.1 C.E.O. and C.F.O. Certification under Rule 13a-14(a)/15d-15(e).
32.1 C.E.O. and C.F.O. Certification under Section 1350.
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