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 June 30, 2010
Commission file number: 0-11104
NOBLE ROMAN'S, INC.
(Exact name of registrant as specified in its charter)
Indiana 35-1281154
(State or other jurisdiction (I.R.S. Employer
of organization) Identification No.)
One Virginia Avenue, Suite 300
Indianapolis, Indiana 46204
(Address of principal executive offices) (Zip Code)
(317) 634-3377
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section
232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).
Yes X No
--- ---
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer Accelerated Filer
--- ---
Non-Accelerated Filer Smaller Reporting Company X
(do not check if --- ---
smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes No X
--- ---
As of August 6, 2010, there were 19,412,499 shares of Common Stock, no par
value, outstanding.
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
The following unaudited condensed consolidated financial statements are
included herein:
Condensed consolidated balance sheets as of December 31, 2009
and June 30, 2010 (unaudited) Page 3
Condensed consolidated statements of operations for the
three months and six months ended ended June 30, 2009
and 2010 (unaudited) Page 4
Condensed consolidated statements of changes in stockholders'
equity for the six months ended June 30, 2010 (unaudited) Page 5
Condensed consolidated statements of cash flows for the
six months ended June 30, 2009 and 2010 (unaudited) Page 6
Notes to condensed consolidated financial statements (unaudited) Page 7
2
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
December 31, June 30,
2009 2010
------------ ------------
Assets
Current assets:
Cash $ 333,204 $ 241,735
Accounts and notes receivable - net 1,343,500 1,601,098
Inventories 239,006 225,016
Assets held for resale 243,527 243,582
Prepaid expenses 241,852 454,699
Deferred tax asset - current portion 1,050,500 1,050,500
------------ ------------
Total current assets 3,451,589 3,816,630
------------ ------------
Property and equipment:
Equipment 1,133,312 1,135,849
Leasehold improvements 96,512 96,512
------------ ------------
1,229,824 1,232,361
Less accumulated depreciation and amortization 790,134 824,253
------------ ------------
Net property and equipment 439,690 408,108
Deferred tax asset (net of current portion) 10,703,594 10,227,185
Other assets including long-term portion of notes receivable 2,087,644 2,619,905
------------ ------------
Total assets $ 16,682,517 $ 17,071,828
============ ============
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term note payable $ 1,500,000 $ 1,500,000
Accounts payable and accrued expenses 434,665 871,317
------------ ------------
Total current liabilities 1,934,666 2,371,317
------------ ------------
Long-term obligations:
Note payable to bank (net of current portion) 4,125,000 3,375,000
------------ ------------
Total long-term liabilities 4,125,000 3,375,000
------------ ------------
Stockholders' equity:
Common stock - no par value (25,000,000 shares authorized, 19,412,499
issued and outstanding as of December 31, 2009 and June 30, 2010) 23,074,160 23,091,527
Preferred stock (5,000,000 shares authorized and 20,625 issued and
outstanding as of December 31, 2009 and June 30, 2010) 800,250 800,250
Accumulated deficit (13,251,559) (12,566,266)
------------ ------------
Total stockholders' equity 10,622,851 11,325,511
------------ ------------
Total liabilities and stockholders' equity $ 16,682,517 $ 17,071,828
============ ============
See accompanying notes to condensed consolidated financial statements.
3
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
2009 2010 2009 2010
----------- ----------- ----------- -----------
Royalties and fees $ 1,739,821 $ 1,678,775 $ 3,499,434 $ 3,314,431
Administrative fees and other 24,993 14,458 37,555 20,708
Restaurant revenue 138,742 139,081 257,635 252,307
----------- ----------- ----------- -----------
Total revenue 1,903,556 1,832,314 3,794,624 3,587,446
Operating expenses:
Salaries and wages 269,581 245,129 543,730 485,516
Trade show expense 76,611 75,703 152,228 150,841
Travel expense 33,601 36,764 78,133 73,003
Sales commissions -- -- 3,627 --
Other operating expenses 196,314 176,043 388,263 366,558
Restaurant expenses 132,802 135,495 250,825 247,244
Depreciation and amortization 20,561 13,645 39,899 28,219
General and administrative 369,357 414,973 722,759 809,776
----------- ----------- ----------- -----------
Total expenses 1,098,827 1,097,751 2,179,464 2,161,157
----------- ----------- ----------- -----------
Operating income 804,729 734,563 1,615,160 1,426,289
Interest and other expense 117,141 114,141 237,456 223,541
----------- ----------- ----------- -----------
Income before income taxes 687,588 620,422 1,377,704 1,202,748
Income tax expense 272,354 245,749 545,709 476,409
----------- ----------- ----------- -----------
Net income 415,234 374,673 831,995 726,339
Cumulative preferred dividends 16,274 24,411 32,910 41,046
----------- ----------- ----------- -----------
Net income available to common
stockholders $ 398,960 $ 350,262 $ 799,085 $ 685,293
=========== =========== =========== ===========
Earnings per share - basic:
Net income $ .02 $ .02 $ .04 $ .04
Net income available to common stockholders $ .02 $ .02 $ .04 $ .04
Weighted average number of common shares
outstanding 19,412,499 19,412,499 19,412,499 19,412,499
Diluted earnings per share:
Net income $ .02 $ .02 $ .04 $ .04
Weighted average number of common shares
outstanding 19,909,365 20,065,298 19,909,365 20,065,298
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
2009 net income 1,675,617 1,675,617
Cumulative preferred dividends (66,000) (66,000)
Amortization of value of employee
stock options 50,910 50,910
------------ ---------- ------------ ------------ ------------
Balance at December 31, 2009 $ 800,250 19,412,499 $ 23,074,160 $(13,251,559) $ 10,622,851
Net income for six months ended
June 30, 2010 726,339 726,339
Cumulative preferred
dividends (41,046) (41,046)
Amortization of value of employee
stock options 17,367 17,367
------------ ---------- ------------ ------------ ------------
Balance at June 30, 2010 $ 800,250 19,412,499 $ 23,091,527 $(12,566,266) $ 11,325,511
============ ========== ============ ============ ============
See accompanying notes to condensed consolidated financial statements.
5
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended June 30,
2009 2010
----------- -----------
OPERATING ACTIVITIES
Net income $ 831,995 $ 726,339
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 94,558 70,336
Deferred income taxes 545,709 476,409
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts and notes receivable (442,334) (234,701)
Inventories 23,127 13,989
Prepaid expenses 1,312 (212,847)
Other assets (75,063) (579,908)
Increase in:
Accounts payable and accrued expenses 89,355 580,872
----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 1,068,659 840,489
----------- -----------
INVESTING ACTIVITIES
Purchase of property and equipment (23,699) (2,591)
Investments in assets held for resale (27) --
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (23,726) (2,591)
----------- -----------
FINANCING ACTIVITIES
Payment of obligations from discontinued operations (451,293) (138,321)
Payment of cumulative preferred dividends (32,910) (41,046)
Payment of principal on outstanding debt (750,000) (750,000)
----------- -----------
NET CASH USED IN FINANCING
ACTIVITIES (1,234,203) (929,367)
----------- -----------
Decrease in cash (189,270) (91,469)
Cash at beginning of period 450,968 333,204
----------- -----------
Cash at end of period $ 261,698 $ 241,735
=========== ===========
Supplemental schedule of non-cash investing and financing activities
None.
Cash paid for interest $ 219,257 $ 184,262
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 financial statements have been prepared in accordance with the
Company's accounting policies described in the Annual Report on Form 10-K for
the year ended December 31, 2009 and should be read in conjunction with the
audited consolidated financial statements and the notes thereto included in that
report. Unless the context indicates otherwise, references to the "Company" mean
Noble Roman's, Inc. and 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 six-month period ended June 30, 2010 are not
necessarily indicative of the results to be expected for the full year ending
December 31, 2010.
Note 2 - Royalties and fees include $55,500 and $119,500 for the three-month and
six-month periods ended June 30, 2010, respectively, and $37,000 and $65,600 for
the three-month and six-month periods ended June 30, 2009, respectively, for
initial franchise fees. Royalties and fees include $27,908 and $87,592 for the
three-month and six-month periods ended June 30, 2010, respectively, and $20,338
and $76,361 for the three-month and six-month periods ended June 30, 2009,
respectively, for equipment commissions. Royalties and fees, less initial
franchise fees and equipment commissions were $1,595,367 and $3,107,339 for the
three-month and six-month periods ended June 30, 2010, respectively, and
$1,682,483 and $3,357,473 for the three-month and six-month periods ended June
30, 2009, respectively. These decreases were a result of the closings of some of
the traditional franchises in the amount of $92,156 and $194,539 during the
comparable periods and a decreases in ongoing royalties and fees from the
non-traditional units other than grocery stores of $63,344 and $168,619 during
the comparable periods. This decrease was partially offset by an increase in
royalties and fees from the grocery store take-n-bake operations in the amount
of $68,384 and $113,024 during the respective periods.
There were 834 outlets in operation on December 31, 2009 and 955 outlets on June
30, 2010. During the six-month period ended June 30, 2010, there were 142 new
outlets opened and 21 outlets closed.
7
Note 3 - The following table sets forth the calculation of basic and diluted
earnings per share for the three-month and six-month periods ended June 30,
2010:
Three Months Ended June 30, 2010
--------------------------------
Income Shares
------ ------ Per-Share
(Numerator) (Denominator) Amount
------
Net income $ 374,673 19,412,499 $ .02
Less preferred stock dividends (24,411)
----------
Earnings per share - basic
Income available to common stockholders 350,262 .02
Effect of dilutive securities
Warrants 0
Options 286,133
Convertible preferred stock 24,411 366,666
---------- ----------
Diluted earnings per share
Income available to common stockholders
and assumed conversions $ 374,673 20,065,298 $ .02
Six Months Ended June 30, 2010
------------------------------
Income Shares
------ ------ Per-Share
(Numerator) (Denominator) Amount
------
Net income $ 726,339 19,412,499 $ .04
Less preferred stock dividends (41,046)
----------
Earnings per share - basic
Income available to common stockholders 685,293 .04
Effect of dilutive securities
Warrants 0
Options 286,133
Convertible preferred stock 41,046 366,666
---------- ----------
Diluted earnings per share
Income available to common stockholders
and assumed conversions $ 726,339 20,065,298 $ .04
8
The following table sets forth the calculation of basic and diluted earnings per
share for the three-month period and six-month period ended June 30, 2009:
Three Months Ended June 30, 2009
--------------------------------
Income Shares
------ ------ Per-Share
(Numerator) (Denominator) Amount
------
Net income $ 415,234 19,412,499 $ .02
Less preferred stock dividends (16,274)
----------
Earnings per share - basic
Income available to common stockholders 398,960 .02
Effect of dilutive securities
Warrants --
Options 130,200
Convertible preferred stock 16,274 366,666
---------- ----------
Diluted earnings per share
Income available to common stockholders
and assumed conversions $ 415,234 19,909,365 $ .02
Six Months Ended June 30, 2009
------------------------------
Income Shares
------ ------ Per-Share
(Numerator) (Denominator) Amount
------
Net income $ 831,995 19,412,499 $ .04
Less preferred stock dividends (32,910)
----------
Earnings per share - basic
Income available to common stockholders 799,085 .04
Effect of dilutive securities
Warrants --
Options 130,200
Convertible preferred stock 32,910 366,666
---------- ----------
Diluted earnings per share
Income available to common stockholders
and assumed conversions $ 831,995 19,909,365 $ .04
Note 4 - The Company is a Defendant in a lawsuit styled Kari Heyser, Fred Eric
Heyser and Meck Enterprises, LLC, et al v. Noble Roman's, Inc. et al, filed in
Superior Court in Hamilton County, Indiana on June 19, 2008 (Cause No. 29D01
0806 PL 739). The Plaintiffs in the case originally were Kari and Fred Heyser
and Meck Enterprises, LLC, Shawn and Jamie White and Casual Concepts of Texas,
LLC, Afifa Abdelmalek and St. Markorios Corporation, Robert and Kathleen Hopkins
and Withmere Restaurants, LLC, John and Mariann Dunn and D & G Restaurant, LLC,
Jason Clark and Nican Enterprises, LLC, Thomas A. Brintle and Noble Roman's Mt.
Airy 100, LLC, Marikate and Paul Morris and Kapza, Inc., Kim Neal and Mopan
9
Commerce, Inc., and Collett Eugene Harrington and Sazzip, LLC. Plaintiffs
Marikate and Paul Morris and Kapza, Inc. have withdrawn their claims against the
Company. The Judge found the Villasenor Plaintiffs in a Contempt of Court Order
and dismissed with prejudice the claims filed by Plaintiffs Henry and Brenda
Villasenor and H&B Villasenor Investments, Inc. against the Company and the
Company's officers that were named in this action. The Defendants originally
were the Company, Paul W. Mobley, A. Scott Mobley, Troy Branson, Mitch Grunat,
CIT Small Business Lending Corporation and PNC Bank. The Court has dismissed the
claims against CIT Small Business Lending Corporation and PNC Bank.
The Plaintiffs are former franchisees of the Company's traditional location
venue. In addition to the Company, the Defendants include certain of the
Company's officers. The Plaintiffs allege that the Defendants induced them to
purchase traditional franchises through fraudulent representations and omissions
of material facts regarding the franchises, and seek compensatory and punitive
damages. In the Complaint, the Plaintiffs claimed damages in the aggregate in
the amount of $6.8 million and in some cases requested punitive damages, court
costs and/or prejudgment interest. Discovery was completed July 19, 2010 and the
Judge has denied Plaintiffs' request for an extension of the discovery
deadlines. To date, all of the remaining Plaintiffs have been deposed except
Soltero Plaintiffs. Plaintiffs' counsel withdrew representation of Soltero
Plaintiffs and counsel for Defendants has been unable to locate the Soltero
Plaintiffs.
The Company filed a Counter-Claim for Damages against all of the Plaintiffs and
moved to obtain Preliminary and Permanent Injunctions against a majority of the
Plaintiffs to remedy the Plaintiffs' continuing breaches of the applicable
franchise agreements. The Company's Motion for Preliminary Injunction was
granted in October 2008. The Company has asserted that none of the preliminarily
enjoined Plaintiffs fully complied with the Court's Order and that several of
them only minimally complied. Accordingly, the Company filed a Motion to Require
Full Compliance and To Show Cause why they should not be held in contempt and
for attorney's fees as sanctions. The Court granted the Company's Motion
ordering Plaintiffs to fully comply with the preliminary injunction order.
The Company filed a Motion to Revoke the Temporary Admission Pro Hac Vice of
David M. Duree, Plaintiffs' former counsel, for filing fraudulent affidavits
with the Court. The Court granted this motion in March 2009. In the same ruling
the Court: continued the Motion to Show Cause to allow parties time to conduct
discovery, including depositions on the preliminarily enjoined Plaintiffs, on
that issue; granted preliminary injunctions against Plaintiffs Gomes and
Villasenor; dismissed claims against CIT Small Business Lending Corporation and
PNC Bank with prejudice; and struck the fraudulent affidavits. New counsel for
Plaintiffs entered his appearance in the case on behalf of the Plaintiffs in May
2009.
The Company also filed a Motion for Partial Summary Judgment as to several
claims in the Complaint, which the Court granted in September, 2009. In October,
2009 Plaintiffs filed a Motion to Correct Error, Reconsider and Vacate Order;
Request for Clarification; Alternatively, Motion for Certification of Appeal of
Interlocutory Order and for Stay of Proceeding Pending Appeal. In January, 2010,
the Court denied Plaintiffs' Motion and in the same Order the Court denied
Plaintiffs' Motion for Certification of Appeal of Interlocutory Order and for
Stay of Proceedings Pending Appeal. The Court also denied Plaintiffs' request to
amend their Complaint. In February, 2010, counsel for the Plaintiffs filed a
Notice of Appeal with the Indiana Court of Appeals and subsequently filed their
Brief of Appellants. Defendants' Counsel filed a Brief of Appellees in
opposition to the appeal, both for lack of jurisdiction and also on the merits.
The Plaintiffs did not file a Reply Brief. Briefing is completed and the parties
are now awaiting a decision from the Indiana Court of Appeals. The Court of
Appeals has not scheduled an oral argument for this appeal.
10
Defendants have all been deposed by Plaintiffs' counsel.
Defendants have filed Motions for Summary Judgment as to all of the Plaintiffs
as a result of their deposition testimony. Through various extensions, the Court
has now set a deadline of August 12, 2010 for Plaintiffs to file their responses
to Defendants' Motions for Summary Judgment against all remaining Plaintiffs and
has ruled that Plaintiffs cannot request any further extensions of time in this
respect. Pursuant to the Court's mandate, Defendants will have 14 days after
Plaintiffs file their response briefs to file any Reply Briefs in support of
Defendants' summary judgment motions. Once summary judgment briefing has
concluded, the Court will set a hearing on the Motions for Summary Judgment upon
the parties' request, or issue a ruling on the briefs.
The Defendants' counterclaims against all of the original Plaintiffs are still
pending. The counterclaims are not affected by the withdrawal of Plaintiffs
Marikate Morris, Paul Morris and Kapza, Inc., or by the dismissal of the claims
by Henry Villasenor, Brenda Villasenor and H&B Villasenor Investments, Inc. and
thus remain viable.
Note 5: The Company evaluated subsequent events through the date the financial
statements were issued and filed with the Securities and Exchange Commission.
There were no subsequent events that required recognition or disclosure.
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Introduction
------------
The Company sells and services franchises for non-traditional and stand-alone
foodservice operations under the trade names "Noble Roman's Pizza," "Tuscano's
Italian Style Subs", "Noble Roman's Take-N-Bake", "Tuscano's Grab-N-Go Subs" and
"Noble Roman's Bistro." The Company believes the attributes of these concepts
include high quality products, simple operating systems, labor minimizing
operations, attractive food costs and overall affordability.
Noble Roman's Pizza
-------------------
Superior quality that our customers can taste - that is the hallmark of Noble
Roman's Pizza. Every ingredient and process has been designed with a view to
producing superior results. We believe the following make our products unique:
o Crust made with only specially milled flour with above average protein
and yeast.
o Fresh packed, uncondensed sauce made with secret spices, parmesan
cheese and vine-ripened tomatoes.
o 100% real cheese blended from mozzarella and Muenster, with no soy
additives or extenders.
o 100% real meat toppings, again with no additives or extenders - a real
departure from many pizza concepts.
o Vegetable and mushroom toppings that are sliced and delivered fresh,
never canned.
o An extended product line that includes breadsticks with dip, pasta,
baked sandwiches, salads, wings and a line of breakfast products.
11
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.
Noble Roman's Take-N-Bake Pizza
-------------------------------
The Company recently developed a take-n-bake version of its pizza as an addition
to its menu offerings. The take-n-bake pizza is designed as an add-on component
for new and existing convenience store franchisees and as a stand-alone offering
for grocery store chains. The Company started offering take-n-bake pizza to
grocery store chains in September 2009.
As of June 30, 2010, the Company had signed agreements for 190 grocery store
locations to operate the take-n-bake pizza program, 166 of which were open at
that time. As of August 6, 2010, the Company had signed agreements for 234
grocery store locations to operate the take-n-bake pizza program, 180 of which
were open at that time and the Company anticipates the opening of the remaining
54 locations within the next 30 days. Many of the grocery store chains that have
signed agreements for certain of their grocery store locations to operate the
take-n-bake pizza program have indicated their intent to enter into agreements
for the remainder of their grocery stores. The Company expects to sign several
additional units with existing chains and is also in discussions with several
other grocery store chains. The Company also recently signed an agreement with a
grocery distribution company which services approximately 1,700 grocery stores
in the western United States. This agreement provides for the grocery
distributor to stock the Company's proprietary products for distribution to
their customers and promote take-n-bake to all of their 1,700 customers. The
take-n-bake program has been integrated into the operations of many of the
Company's existing convenience store franchises, which has generated significant
add-on sales, and is now being offered to all franchise prospects for
convenience stores. The Company uses the same high quality pizza ingredients for
its take-n-bake product as with its standard pizza, with slight modification to
portioning for increased home baking performance.
Tuscano's Italian Style Subs
----------------------------
Tuscano's Italian Style Subs is a separate restaurant concept that focuses on
sub sandwich menu items. Tuscano's was designed to be comfortably familiar from
a customer's perspective but with many distinctive features that include an
Italian themed menu. The franchise fee and ongoing royalty for a Tuscano's is
identical to that charged for a Noble Roman's Pizza franchise. For the most
part, the Company awards Tuscano's franchises for the same facilities as Noble
Roman's Pizza franchises, although Tuscano's franchises are also available for
locations that do not have a Noble Roman's Pizza franchise.
With its Italian theme, Tuscano's offers a distinctive yet recognizable format.
Like most other brand name sub concepts, customers select menu items at the
start of the counter line then choose toppings and sauces according to their
preference until they reach the check out point. Tuscano's, however, has many
unique competitive features, including its Tuscan theme, the extra rich yeast
content of its fresh baked bread, thematic menu selections and serving options,
high quality meats, and generous yet cost-effective quality sauces and spreads.
Tuscano's was designed to be premium quality, simple to operate and
cost-effective.
12
The Company has recently developed a grab-n-go service system for a limited
portion of the Tuscano's menu. The grab-n-go system is designed to add sales
opportunities at existing non-traditional Noble Roman's Pizza and/or Tuscano's
Subs locations. The grab-n-go system has already been integrated into the
operations of several existing locations, generating significant add-on sales.
The system is now being made available to other existing franchisees.
The Company is now offering new, non-traditional franchisees the opportunity to
open with both take-n-bake pizza and grab-n-go subs when they acquire a
dual-branded franchise. Additionally, through changes in the menu, operating
systems and equipment structure, the Company is now able to offer dual Noble
Roman's Pizza and Tuscano's Subs franchises at a significantly reduced
investment cost.
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 credit 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.
With the major focus being on non-traditional franchising, the Company's
requirements for overhead and operating cost are limited. The Company does not
intend to operate any franchise locations other than the two locations it uses
for testing and demonstration purposes. This allows for a complete focus on
selling and servicing franchises and licenses to capitalize on the attractive
opportunity for increased unit growth in non-traditional franchises and the
take-n-bake license for grocery stores.
Enhance Product Offerings. As an addition to the other service systems offered
in its Noble Roman's Pizza and Tuscano's Italian Style Subs concepts, the Noble
Roman's Bistro was designed to appeal to additional types of businesses and
operational objectives with its fresh food display and serve-to-order serving
system. Though presented or packaged differently, the substantial majority of
the menu selections are comprised of ingredients already utilized in Noble
Roman's Pizza and Tuscano's Italian Style Subs, thereby leveraging the Company's
simple systems, distribution and purchasing power.
In 2009, the Company introduced a take-n-bake pizza as an addition to its menu
offering. The take-n-bake pizza is designed as an add-on component for new and
existing convenience store franchisees, and as a stand-alone offering for
grocery store chains. Also, during 2009, the Company developed a grab-n-go
service system for a limited portion of the Tuscano's menu. The grab-n-go system
is designed to add sales opportunities at existing non-traditional Noble Roman's
Pizza and Tuscano's Subs locations. The Company will continue to focus on
enhanced product offerings to augment the Company's sales opportunities within
non-traditional venues.
13
Maintain Superior Product Quality. The Company believes that the quality of its
products will contribute to the growth of its non-traditional locations. Every
ingredient and process was designed with a view to producing superior results.
Most of our menu items were developed to be delivered in a ready-to-use form
requiring only on-site assembly and baking except for take-n-bake pizza, which
is sold to bake at home. The Company believes this process results in products
that are great tasting, quality consistent, easy to assemble, and relatively low
in food cost and that require very low amounts of labor, which allows for a
significant competitive advantage due to the speed at which its products can be
prepared, baked and served to customers.
Financial Summary
-----------------
The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. Actual results may differ from those
estimates. The Company periodically evaluates the carrying values of its assets,
including property, equipment and related costs, accounts receivable and
deferred tax asset, to assess whether any impairment indications are present due
to (among other factors) recurring operating losses, significant adverse legal
developments, competition, changes in demands for the Company's products or
changes in the business climate that affect the recovery of recorded value. If
any impairment of an individual asset is evident, a charge will be provided to
reduce the carrying value to its estimated fair value.
The following table sets forth the percentage relationship to total revenue of
the listed items included in Noble Roman's consolidated statements of operations
for the three-month and six-month periods ended June 30, 2009 and 2010,
respectively.
Three Months Ended Six Months Ended
June 30, June 30,
-------- --------
2009 2010 2009 2010
----- ----- ----- -----
Royalties and fees 91.4 % 91.6 % 92.2 % 92.4 %
Administrative fees and other 1.3 .8 1.0 .6
Restaurant revenue 7.3 7.6 6.8 7.0
----- ----- ----- -----
Total revenue 100.0 100.0 100.0 100.0
----- ----- ----- -----
Operating expenses:
Salaries and wages 14.2 13.4 14.3 13.5
Trade show expense 4.0 4.1 4.0 4.2
Travel expense 1.8 2.0 2.1 2.0
Sales commissions - - .1 -
Other operating expense 10.3 9.7 10.2 10.2
Restaurant expenses 7.0 7.4 6.6 6.9
Depreciation and amortization 1.1 .8 1.1 .9
General and administrative 19.4 22.6 19.0 22.6
----- ----- ----- -----
Total expenses 57.8 60.0 57.4 60.3
----- ----- ----- -----
Operating income 42.2 40.0 42.6 39.7
Interest and other expense 6.2 6.2 6.3 6.2
----- ----- ----- -----
Income before income taxes 36.0 33.8 36.3 33.5
Income tax expense 14.2 13.3 14.4 13.3
----- ----- ----- -----
Net income 21.8 % 20.5 % 21.9 % 20.2 %
===== ===== ===== =====
14
Results of Operations
---------------------
Total revenue decreased from $1,903,556 to $1,832,314 and from $3,794,624 to
$3,587,446 for the three-month and six-month periods ended June 30, 2010
compared to the corresponding periods in 2009, respectively. One-time fees,
franchisee fees and equipment commissions, increased from $57,338 and $141,961
to $83,408 and $207,092 during the three-month and six-month periods ended June
30, 2010 compared to the corresponding periods in 2009. Ongoing royalties and
fees decreased from $1,682,483 to $1,595,367 and from $3,357,473 to $3,107,339
for the three-month and six-month periods ended June 30, 2010 compared to the
corresponding periods in 2009. Of this decrease, $92,156 and $194,539 resulted
from traditional franchise closings and $63,344 and $168,619 resulted from a
decrease in ongoing royalties and fees from non-traditional units other than
grocery stores for the three-month and six-month periods ended June 30, 2010
compared to the corresponding periods in 2009. These decreases were partially
offset by an increase in ongoing royalties and fees of $68,384 and $113,024 from
the grocery store take-n-bake additions for the comparable periods. The rate of
decrease in ongoing royalties and fees for non-traditional units other than
grocery stores was much lower in the second quarter than the first quarter and
management believes that trend will continue for the remainder of the year.
Restaurant revenue increased from $138,742 to $139,081 for the three-month
period and decreased from $257,635 to $252,307 for the six-month period ended
June 30, 2010 compared to the corresponding period in 2009. The Company does not
intend to operate restaurants except for the two locations that it uses for
testing and demonstration purposes.
Salaries and wages decreased from 14.2% to 13.4% and from 14.3% to 13.5% of
total revenue for the three-month and six-month periods ended June 30, 2010,
respectively, compared to the corresponding periods in 2009. These decreases
were the result of the Company's strategy to grow by concentrating its efforts
on franchising non-traditional locations. The reductions were partially offset
by the decrease in revenue as explained in the discussion above regarding total
revenue.
Trade show expenses increased from 4.0% to 4.1% and from 4.0% to 4.2% of total
revenue for the three-month and six-month periods ended June 30, 2010,
respectively, compared to the corresponding periods in 2009. This increase was
the result of the reductions in revenue. Trade show expenses were $75,703 and
$150,841 in the three-month and six-month periods ended June 30, 2010,
respectively, compared to $76,611 and $152,228 for the corresponding periods in
2009.
Travel expenses increased from 1.8% to 2.0% and decreased from 2.1% to 2.0% of
total revenue for the three-month and six-month periods ended June 30, 2010,
respectively, compared to the corresponding periods in 2009. Actual travel
expense increased from $33,601 to $36,764 and decreased from $78,133 to $73,003
for the three-month and six-month periods ended June 30, 2010, respectively,
compared to the corresponding periods in 2009. This increase during the second
quarter was the result of opening more units during that quarter and the
decrease in the year-to-date 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.
Other operating expenses decreased from 10.3% to 9.7% and remained constant at
10.2% of total revenue for the three-month and six-month periods ended June 30,
2010, respectively, compared to the corresponding periods in 2009. Actual
operating expenses decreased from $196,314 to $176,043 and from $388,263 to
$366,558 for the three-month and six-month periods ended June 30, 2010,
respectively, compared to the corresponding periods in 2009. These decreases in
operating expenses were the result of the Company's efforts to control expenses.
15
Restaurant expenses increased from 7.0% to 7.4% and from 6.6% to 6.9% of total
revenue for the three-month and six-month periods ended June 30, 2010,
respectively, compared to the corresponding periods in 2009. The Company
operates two locations for testing and demonstration purposes.
General and administrative expenses increased from 19.4% to 22.6% and from 19.0%
to 22.6% of total revenue for the three-month and six-month periods ended June
30, 2010, respectively, compared to the corresponding periods in 2009. Actual
general and administrative expense increased from $369,357 to $414,973 and from
$722,759 to $809,776 for the three-month and six-month periods ended June 30,
2010, respectively, compared to the corresponding periods in 2009. The increase
in year-to-date expenses was the result of an increase in legal expenses of
$46,415 primarily as a result of the cost of the Company's annual meeting of
shareholders and related correspondence, an increase of rent expense of $44,010
and an increase in Directors' fees of $9,000 as a result of increasing the size
of the Board of Directors, which were partially offset by a reduction in other
expenses. The Company had no rent expense for the first three months in 2009 due
to the building housing the Company's leased offices being under massive
remodeling. The Company's old office lease expired in December 2008 and the new
lease did not commence until the remodel was complete in April 2009.
Total expenses increased from 57.8% to 60.0% and from 57.4% to 60.3% of total
revenue for the three-month and six-month periods ended June 30, 2010,
respectively, compared to the corresponding periods in 2009. Actual expenses
decreased from $1,098,827 to $1,097,751 and from $2,179,464 to $2,161,157 for
the three-month and six-month periods ended June 30, 2010, respectively,
compared to the corresponding periods in 2009. These decreases were due to the
Company's efforts to control expenses, while the percentage increases were the
result of the reduction in revenue as explained above.
Operating income decreased from 42.2% to 40.0% and from 42.6% to 39.7% of total
revenue for the three-month and six-month periods ended June 30, 2010,
respectively, compared to the corresponding periods in 2009. The primary reason
for this decrease was the reduction in revenue with only a slight decrease in
total expenses as explained above.
Interest expense remained nearly constant at approximately 6.2% of total revenue
for the three-month and six-month periods ended June 30, 2010 and 2009. This was
the result of a combination of a decrease in notes payable outstanding and lower
interest rates offset by a decrease in revenue as explained above
Net income decreased from $415,235 to $374,673 and from $831,995 to $726,339 for
the three-month and six-month periods ended June 30, 2010, respectively,
compared to the corresponding periods in 2009. The primary reason for this
decrease was the decrease in revenue with only a slight decrease in expenses as
previously explained.
16
Liquidity and Capital Resources
-------------------------------
The Company's current strategy is to grow its business by concentrating largely
on franchising new non-traditional locations and by licensing additional
locations to sell its take-n-bake pizza. The Company developed a take-n-bake
pizza as an addition to its menu offerings to accelerate non-traditional unit
growth. The take-n-bake pizza is designed as an add-on component for new and
existing convenience store franchises, and as a stand-alone offering for grocery
store chains. 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 1.6-to-1 as of June 30, 2010 compared to
1.8-to-1 at December 31, 2009.
The net cash provided by operating activities was $840,489 for the six-month
period ended June 30, 2010 and $1,068,659 for the corresponding period in 2009.
Net cash used in financing activities was $929,367 in the six-month period ended
June 30, 2010 compared to $1,234,203 for the corresponding period in 2009.
As a result of the Company's strategy and the cash flow expected to be generated
from operations in the future, the Company believes it will have sufficient cash
flow to meet its obligations and to carry out its current business plan for the
foreseeable future.
The Company does not anticipate that any of the recently issued Statement of
Financial Accounting Standards will have a material impact on its Statement of
Operations or its Balance Sheet.
Forward Looking Statements
--------------------------
The statements contained above in Management's Discussion and Analysis
concerning the Company's future revenues, profitability, financial resources,
market demand and product development are forward-looking statements (as such
term is defined in the Private Securities Litigation Reform Act of 1995)
relating to the Company that are based on the beliefs of the management of the
Company, as well as assumptions and estimates made by and information currently
available to the Company's management. The Company's actual results in the
future may differ materially from those projected in the forward-looking
statements due to risks and uncertainties that exist in the Company's operations
and business environment, including, but not limited to, competitive factors and
pricing pressures, the current litigation with certain former traditional
franchisees, shifts in market demand, general economic conditions and other
factors including, but not limited to, changes in demand for the Company's
products or franchises, the success or failure of individual franchisees, the
impact of competitors' actions and changes in prices or supplies of food
ingredients and labor as well as the factors discussed under "Risk Factors" in
the Company's annual report on Form 10-K for the year-ended December 31, 2009.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions or estimates prove incorrect, actual results may vary
materially from those described herein as anticipated, believed, estimated,
expected or intended.
17
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 June 30, 2010, the Company had outstanding
interest-bearing debt in the aggregate principal amount of $4.875 million. The
Company's current borrowings are at a variable rate tied to the London Interbank
Offered Rate ("LIBOR") plus 3.75% per annum adjusted on a monthly basis. To
mitigate interest rate risk, the Company purchased a swap contract fixing the
rate on 50% of the principal balance outstanding at 8.2%. Based upon the
principal balance outstanding as of August 6, 2010 of $4.625 million for each
1.0% increase in LIBOR, the Company would incur increased interest expense of
approximately $19,688 over the succeeding twelve-month period.
ITEM 4. Controls and Procedures
Based on his evaluation as of the end of the period covered by this report, Paul
W. Mobley, the Company's Chief Executive Officer and Chief Financial Officer,
has concluded that the Company's disclosure controls and procedures and internal
controls over financial reporting (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended) are effective. There have
been no changes in internal controls over financial reporting during the period
covered by this report that have materially affected, or are reasonably likely
to materially affect, the Company's internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings.
The Company is a Defendant in a lawsuit styled Kari Heyser, Fred Eric Heyser and
Meck Enterprises, LLC, et al v. Noble Roman's, Inc. et al, filed in Superior
Court in Hamilton County, Indiana on June 19, 2008 (Cause No. 29D01 0806 PL
739). The Plaintiffs in the case originally were Kari and Fred Heyser and Meck
Enterprises, LLC, Shawn and Jamie White and Casual Concepts of Texas, LLC, Afifa
Abdelmalek and St. Markorios Corporation, Robert and Kathleen Hopkins and
Withmere Restaurants, LLC, John and Mariann Dunn and D & G Restaurant, LLC,
Jason Clark and Nican Enterprises, LLC, Thomas A. Brintle and Noble Roman's Mt.
Airy 100, LLC, Marikate and Paul Morris and Kapza, Inc., Kim Neal and Mopan
Commerce, Inc., and Collett Eugene Harrington and Sazzip, LLC. Plaintiffs
Marikate and Paul Morris and Kapza, Inc. have withdrawn their claims against the
Company. The Judge found the Villasenor Plaintiffs in a Contempt of Court Order
and dismissed with prejudice the claims filed by Plaintiffs Henry and Brenda
Villasenor and H&B Villasenor Investments, Inc. against the Company and the
Company's officers that were named in this action. The Defendants originally
were the Company, Paul W. Mobley, A. Scott Mobley, Troy Branson, Mitch Grunat,
CIT Small Business Lending Corporation and PNC Bank. The Court has dismissed the
claims against CIT Small Business Lending Corporation and PNC Bank.
The Plaintiffs are former franchisees of the Company's traditional location
venue. In addition to the Company, the Defendants include certain of the
Company's officers. The Plaintiffs allege that the Defendants induced them to
purchase traditional franchises through fraudulent representations and omissions
of material facts regarding the franchises, and seek compensatory and punitive
damages. In the Complaint, the Plaintiffs claimed damages in the aggregate in
the amount of $6.8 million and in some cases requested punitive damages, court
costs and/or prejudgment interest. Discovery was completed July 19, 2010 and the
18
Judge has denied Plaintiffs' request for an extension of the discovery
deadlines. To date, all of the remaining Plaintiffs have been deposed except
Soltero Plaintiffs. Plaintiffs' counsel withdrew representation of Soltero
Plaintiffs and counsel for Defendants has been unable to locate the Soltero
Plaintiffs.
The Company filed a Counter-Claim for Damages against all of the Plaintiffs and
moved to obtain Preliminary and Permanent Injunctions against a majority of the
Plaintiffs to remedy the Plaintiffs' continuing breaches of the applicable
franchise agreements. The Company's Motion for Preliminary Injunction was
granted in October 2008. The Company has asserted that none of the preliminarily
enjoined Plaintiffs fully complied with the Court's Order and that several of
them only minimally complied. Accordingly, the Company filed a Motion to Require
Full Compliance and To Show Cause why they should not be held in contempt and
for attorney's fees as sanctions. The Court granted the Company's Motion
ordering Plaintiffs to fully comply with the preliminary injunction order.
The Company filed a Motion to Revoke the Temporary Admission Pro Hac Vice of
David M. Duree, Plaintiffs' former counsel, for filing fraudulent affidavits
with the Court. The Court granted this motion in March 2009. In the same ruling
the Court: continued the Motion to Show Cause to allow parties time to conduct
discovery, including depositions on the preliminarily enjoined Plaintiffs, on
that issue; granted preliminary injunctions against Plaintiffs Gomes and
Villasenor; dismissed claims against CIT Small Business Lending Corporation and
PNC Bank with prejudice; and struck the fraudulent affidavits. New counsel for
Plaintiffs entered his appearance in the case on behalf of the Plaintiffs in May
2009.
The Company also filed a Motion for Partial Summary Judgment as to several
claims in the Complaint, which the Court granted in September, 2009. In October,
2009 Plaintiffs filed a Motion to Correct Error, Reconsider and Vacate Order;
Request for Clarification; Alternatively, Motion for Certification of Appeal of
Interlocutory Order and for Stay of Proceeding Pending Appeal. In January, 2010,
the Court denied Plaintiffs' Motion and in the same Order the Court denied
Plaintiffs' Motion for Certification of Appeal of Interlocutory Order and for
Stay of Proceedings Pending Appeal. The Court also denied Plaintiffs' request to
amend their Complaint. In February, 2010, counsel for the Plaintiffs filed a
Notice of Appeal with the Indiana Court of Appeals and subsequently filed their
Brief of Appellants. Defendants' Counsel filed a Brief of Appellees in
opposition to the appeal, both for lack of jurisdiction and also on the merits.
The Plaintiffs did not file a Reply Brief. Briefing is completed and the parties
are now awaiting a decision from the Indiana Court of Appeals. The Court of
Appeals has not scheduled an oral argument for this appeal.
Defendants have all been deposed by Plaintiffs' counsel.
Defendants have filed Motions for Summary Judgment as to all of the Plaintiffs
as a result of their deposition testimony. Through various extensions, the Court
has now set a deadline of August 12, 2010 for Plaintiffs to file their responses
to Defendants' Motions for Summary Judgment against all remaining Plaintiffs and
has ruled that Plaintiffs cannot request any further extensions of time in this
respect. Pursuant to the Court's mandate, Defendants will have 14 days after
Plaintiffs file their response briefs to file any Reply Briefs in support of
Defendants' summary judgment motions. Once summary judgment briefing has
concluded, the Court will set a hearing on the Motions for Summary Judgment upon
the parties' request, or issue a ruling on the briefs.
The Defendants' counterclaims against all of the original Plaintiffs are still
pending. The counterclaims are not affected by the withdrawal of Plaintiffs
Marikate Morris, Paul Morris and Kapza, Inc., or by the dismissal of the claims
by Henry Villasenor, Brenda Villasenor and H&B Villasenor Investments, Inc. and
thus remain viable.
19
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 21.
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: August 10, 2010 By: /s/ Paul W. Mobley
-----------------------------------------
Paul W. Mobley, Chairman of the Board and
Chief Financial Officer
(Authorized Officer and Principal
Financial Officer)
20
Index to Exhibits
Exhibit
-------
3.1 Amended Articles of Incorporation of the Registrant, filed
as an exhibit to the Registrant's Amendment No. 1 to the
Post Effective Amendment No. 2 to Registration Statement on
Form S-1 filed July 1, 1985 (SEC File No.2-84150), is
incorporated herein by reference.
3.2 Amended and Restated By-Laws of the Registrant, as currently
in effect, filed as an exhibit to the Registrant's Form 8-K
filed December 24, 2009, is incorporated herein by reference.
3.3 Articles of Amendment of the Articles of Incorporation of the
Registrant effective February 18, 1992 filed as an exhibit to
the Registrant's Registration Statement on Form SB-2 (SEC
File No. 33-66850), ordered effective on October 26, 1993, is
incorporated herein by reference.
3.4 Articles of Amendment of the Articles of Incorporation of the
Registrant effective May 11, 2000, filed as Annex A and Annex
B to the Registrant's Proxy Statement on Schedule 14A filed
March 28, 2000, is incorporated herein by reference.
3.5 Articles of Amendment of the Articles of Incorporation of the
Registrant effective April 16, 2001 filed as Exhibit 3.4 to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 2005, is incorporated herein by reference.
3.6 Articles of Amendment of the Articles of Incorporation of the
Registrant effective August 23, 2005, filed as Exhibit 3.1 to
the Registrant's current report on Form 8-K filed August 29,
2005, is incorporated herein by reference.
4.1 Specimen Common Stock Certificates filed as an exhibit to the
Registrant's Registration Statement on Form S-18 filed
October 22, 1982 and ordered effective on December 14, 1982
(SEC File No. 2-79963C), is incorporated herein by reference.
4.2 Form of Warrant Agreement filed as Exhibit 4.1 to the
Registrant's current report on Form 8-K filed August 29,
2005, is incorporated herein by reference.
10.1 Employment Agreement with Paul W. Mobley dated November 15,
1994 filed as Exhibit 10.1 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 2005, is
incorporated herein by reference.
10.2 Employment Agreement with A. Scott Mobley dated November 15,
1994 filed as Exhibit 10.2 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 2005, is
incorporated herein by reference.
10.3 1984 Stock Option Plan filed with the Registrant's Form S-8
filed November 29, 1994 (SEC File No. 33-86804), is
incorporated herein by reference.
21
10.4 Noble Roman's, Inc. Form of Stock Option Agreement filed with
the Registrant's Form S-8 filed November 29, 1994 (SEC File
No. 33-86804), is incorporated herein by reference.
10.5 Loan Agreement with Wells Fargo Bank, N.A. dated August 25,
2005 filed as Exhibit 10.1 to the Registrant's current report
on Form 8-K filed August 29, 2005, is incorporated herein by
reference.
10.6 First Amendment to Loan Agreement with Wells Fargo Bank, N.A.
dated February 4, 2008, filed as Exhibit 10.1 to the
Registrant's report on Form 8-K filed February 8, 2008, is
incorporated herein by reference.
21.1 Subsidiaries of the Registrant filed in the Registrant's
Registration Statement on Form SB-2 (SEC File No. 33-66850)
ordered effective on October 26, 1993, is incorporated herein
by reference.
31.1 C.E.O. and C.F.O. Certification under Rule 13a-14(a)/15d-15(e).
32.1 C.E.O. and C.F.O. Certification under Section 1350.
22