United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
- --- Exchange Act of 1934
For the quarterly period ended March 31, 2001
Or
Transition report pursuant to Section 13 or 15(d) of the
- --- Securities Exchange Act of 1934 For the transition period
from ___________ to ___________
Commission file number: 0-11104
NOBLE ROMAN'S, INC.
(Exact name of registrant as specified in its charter)
Indiana 35-1281154
(State or other jurisdiction (I.R.S. Employer Identification No.)
of organization)
One Virginia Avenue, Suite 800
Indianapolis, Indiana 46204
(Address of principal executive offices) (Zip Code)
(317) 634-3377
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
As of April 20, 2001, there were 13,709,701 shares of Common Stock, no par
value, outstanding.
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
The following condensed consolidated financial statements are
included herein:
Note to condensed consolidated financial statements Page 2
Condensed consolidated balance sheets as of December 31, 2000
and March 31, 2001 Page 3
Condensed consolidated statements of operations for the three
months ended March 31, 2000 and 2001 Page 4
Condensed consolidated statements of cash flows for the three
months ended March 31, 2000 and 2001 Page 5
The interim condensed consolidated financial statements included herein 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
balance sheets for the dates indicated, which adjustments are of a normal
recurring nature.
Notes
- -----
Based on the Company's 1999 and 2000 operating results, its business plan, the
number of franchise units now open, the backlog of units sold to be opened, the
backlog of franchise prospects now in ongoing discussions and negotiations, the
Company's trends and the results of its operations thus far in 2001, management
has determined that it is more likely than not that the Company's deferred tax
credits will be fully utilized before the tax credits expire. Therefore, no
valuation allowance was established for its deferred tax asset. However, there
can be no assurance that the franchising growth will continue in the future. If
unanticipated events should occur in the future, the realization of all or some
portion of the Company's deferred tax asset could be jeopardized. The Company
will continue to evaluate the need for a valuation allowance on a quarterly
basis in the future.
The statements contained 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, 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 impact of competitors' actions, and changes in
prices or supplies of food ingredients and labor. 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.
2
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
December 31, March 31,
Assets 2000 2001
------ ------------ -------------
Current assets:
Cash $ 9,406 $ 2,149
Accounts receivable 856,492 763,310
Note receivable 290,000 175,000
Inventories 74,587 180,923
Prepaid expenses 203,460 238,125
Deferred tax assets - current portion 1,122,551 1,122,551
------------ ------------
Total current assets 2,556,496 2,482,058
------------ ------------
Property and equipment:
Equipment 822,046 857,046
Leasehold improvements 84,229 84,229
------------ ------------
906,275 941,275
Less accumulated depreciation and amortization 377,865 387,667
------------ ------------
Net property and equipment 528,410 553,608
------------ ------------
Deferred tax asset 8,502,555 8,393,458
Other assets 1,407,307 1,390,557
------------ ------------
Total assets $ 12,994,768 $ 12,819,681
============ ============
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
Accounts payable $ 485,093 $ 582,092
Note payable officer 65,840 65,840
Deferred franchise fees 228,500 117,500
Other current liabilities 528,249 87,109
------------ ------------
Total current liabilities 1,307,682 852,541
------------ ------------
Long-term obligations:
Notes payable to Provident Bank net of warrant value of $213,266 at
December 31, 2000 and $195,029 at March 31, 2001 7,786,734 7,804,971
Notes payable to various funds affiliated with Geometry Group net of warrant
valuation of $159,618 at December 31, 2000 and $142,430 at March 31, 2001 2,212,383 2,229,571
------------ ------------
Total long-term liabilities 9,999,117 10,034,542
------------ ------------
Stockholders' equity
Common stock (25,000,000 shares authorized, 13,593,701 outstanding at
December 31, 2000 and 13,709,701 as of March 31, 2001) 17,734,495 17,770,445
Preferred Stock (5,000,000 shares authorized) 4,929,274 4,929,274
Accumulated deficit (20,975,800) (20,767,121)
------------ ------------
Total stockholder's equity 1,687,969 1,932,598
------------ ------------
Total liabilities and stockholder's equity $ 12,994,768 $ 12,819,681
============ ============
See accompanying note to condensed consolidated financial statements.
3
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended
March 31,
-------------------------
2000 2001
----------- -----------
Royalties and fees $ 964,333 $ 1,244,062
Administrative fees and other 272,115 201,540
----------- -----------
Total revenue 1,236,448 1,445,602
Operating expenses:
Salaries and wages 238,890 261,310
Trade show expense 60,000 71,716
Travel expense 68,413 58,098
Other operating expenses 99,136 147,317
Depreciation 9,802 9,802
General and administrative 325,006 272,703
----------- -----------
Operating income 435,201 624,656
Interest and other expense 307,221 306,880
----------- -----------
Income before income taxes 127,980 317,776
Income tax 43,513 109,097
----------- -----------
Net income $ 84,467 $ 208,679
=========== ===========
Earnings per share:
Net income $ .01 $ .02
=========== ===========
Weighted average number of common shares outstanding 9,238,621 13,674,545
Fully diluted earnings per share:
Net income $ .01 $ .01
=========== ===========
Weighted number of common shares outstanding
assuming full dilution 13,553,945 16,527,808
See accompanying notes to condensed consolidated financial statements.
4
Noble Roman's, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
Three Months Ended
March 31,
--------------------------
OPERATING ACTIVITIES 2000 2001
- -------------------- ----------- -----------
Net income $ 84,467 $ 208,679
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Depreciation 9,802 9,802
Non-cash interest 64,269 35,426
Deferred federal income taxes 29,838 109,097
Changes in operating assets and liabilities (increase) decrease in:
Accounts receivable (60,628) 93,182
Inventory 56,508 (106,336)
Prepaid expenses (279,226) (34,665)
Other assets -- 131,750
Increase (decrease) in:
Accounts payable (933,717) 96,999
Other current liabilities (1,234,436) (441,141)
Deferred franchise fee 49,500 (111,000)
----------- -----------
NET CASH USED IN OPERATING ACTIVITIES (2,213,624) (8,207)
INVESTING ACTIVITIES
- --------------------
Purchase of property and equipment (4,016) (35,000)
Issuance of capital stock net of issuance cost 2,208,000 35,950
----------- -----------
NET CASH PROVIDED BY INVESTING ACTIVITIES 2,203,984 950
FINANCING ACTIVITIES
- --------------------
Proceeds from long-term debt -- --
Principal payments on long-term debt and capital lease obligations -- --
----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES -- --
----------- -----------
INCREASE (DECREASE) IN CASH (9,640) (7,257)
Cash at beginning of period 29,913 9,406
----------- -----------
Cash at end of period $ 20,273 $ 2,149
----------- -----------
Supplemental Schedule of non-cash investing and financing activities
None.
See accompanying note to condensed consolidated financial statements.
5
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Noble Roman's, Inc. and Subsidiaries
Results of Operations - Three-month periods ended March 31, 2000 and 2001
Introduction
- ------------
Over the last several years, the Company made the strategic decision to refocus
its business on its non-traditional and co-branding opportunities and away from
operating full-service, traditional restaurant operations. Given the potential
size of the opportunities in the non-traditional and co-branding segments, and
the actual rapid pace of their growth within the Company, during 1999 management
determined that all financial and human resources at the Company's disposal
would need to be focused on franchise services to maximize the potential for
stakeholders. During 2000, the Company completed that transition and all of its
full-service, traditional restaurants are now franchised. The Company will
continue to offer franchise services to the full-service franchises which were
formerly company operated in much the same fashion as it has been doing with its
non-traditional and co-branded franchises.
The franchising concept is designed to capitalize on the rapid growth of
non-traditional locations for quick service restaurants and is simple to
operate, requires a modest investment, with minimal staffing requirements while
serving great tasting pizza and related products. The concept is also convenient
and quick for its customers. Based on experience to date, the Company believes
that franchising offers opportunities for rapid growth for the foreseeable
future.
Based on the Company's 2000 operating results, its business plan, the number of
franchise units now open, the backlog of units sold to be opened, the backlog of
franchise prospects now in ongoing discussions and negotiations, the Company's
trends and the results of its operations thus far in 2001, management has
determined that it is more likely than not that the Company's deferred tax
credits will be fully utilized before the tax credits expire. Therefore, no
valuation allowance was established for its deferred tax asset. However, there
can be no assurance that the franchising growth will continue in the future. If
unanticipated events should occur in the future, the realization of all or some
portion of the Company's deferred tax asset could be jeopardized. The Company
will continue to evaluate the need for a valuation allowance on a quarterly
basis in the future.
The following table sets forth the percentage relationship to total revenue of
the listed items included in Noble Roman's condensed consolidated statements of
operations for the three month periods ended March 31, 2000 and for March 31,
2001, respectively.
6
Three Months Ended
March 31,
-------------------
2000 2001
-------- --------
Royalties and fees 78.0 % 86.1 %
Administrative fees and other 22.0 13.9
-------- --------
Total revenue 100.0 % 100.0 %
Operating expenses:
Salaries and wages 19.3 % 18.1 %
Trade show expenses 4.9 5.0
Travel expense 5.5 4.0
Other operating expenses 8.0 10.2
Depreciation .8 .7
General and administrative 26.3 18.9
-------- --------
Operating income 35.2 % 43.2 %
Interest 24.8 21.2
-------- --------
Net income before income tax and extraordinary item 10.4 % 22.0 %
2001 Compared with 2000
- -----------------------
Total revenue increased from $1.24 million to $1.45 million, or 16.9%, for the
three month period ended March 31, 2001 compared to the same period in 2000.
This increase was primarily the result of the growth in the number of franchise
locations open. Royalties and fees were approximately $1.24 million for the
three-month period ended March 31, 2001 compared to $.96 million during the same
period in 2000. This increase was the result of rapid growth in the number of
franchises.
Salaries and wages decreased from 19.3% of revenue for the three month period
ended March 31, 2000 compared to 18.1% of revenue for the same period in 2001.
The primary reason for this decrease was the increased number of franchise units
open based on the Company's infrastructure which was previously established for
the anticipated rapid growth.
Trade show expense increased from 4.9% of revenue for the three month period
ended March 31, 2000 compared to 5.0% of revenue for the same period in 2001.
The primary reason for this increase was that the number of trade shows
increased to reach additional venues for future growth.
Travel decreased from 5.5% for the three month period ended March 31, 2000 to
4.0% for the same period in 2001. This decrease was the result of the growth in
number of franchises and scheduling efficiencies which allows multiple
assignments to be accomplished with one trip.
Other operating expenses increased from 8.0% of revenue for the three month
period ended March 31, 2000 to 10.2% of revenue for the same period in 2001.
This increase resulted from the Company's efforts to increase its ability for
additional growth in the future partially offset by the increased revenue from
the growth in the number of franchised units.
General and administrative expense decreased from 26.3% for the three month
period ended March 31, 2000 to 18.9% of the same period in 2001. This decrease
was the result of the growth in the number of franchise units with the same
administrative structure put in place earlier in anticipation of the growth.
7
Operating income grew from 35.2%, or $435 thousand, for the three month period
ended March 31, 2000 to 43.2%, or $625 thousand, for the same period in 2001.
This increase of $190 thousand, or 44.7%, was the result of the continued growth
in the number of franchise units while maintaining approximately the same
operating structure.
Interest expense decreased from 24.8% for the three month period ended March 31,
2000 to 21.2% for the same period in 2001. This was the result of the growth in
the number of franchised units with no additional borrowing.
Net income before income taxes grew from 10.4%, or $84 thousand, for the three
month period ended March 31, 2000 to 22.0%, or $209 thousand, for the same
period in 2001. This 148.8% increase was the result of the growth in franchising
with approximately the same infrastructure.
Liquidity and Capital Resources
- -------------------------------
Over the last several years, the Company made the strategic decision to refocus
its business on its non-traditional and co-branding opportunities and away from
operating full-service, traditional restaurant operations. Given the potential
size of the opportunities in the non-traditional and co-branding segments, and
the actual rapid pace of their growth within the Company, during 1999 management
determined that all financial and human resources at the Company's disposal
would need to be focused on franchise services to maximize the potential for
stakeholders. During 2000, the Company completed that transition and all of its
full-service, traditional restaurants are now franchised. The Company will
continue to offer franchise services to the full-service franchises which were
formerly company operated in much the same fashion as it has been doing with its
non-traditional and co-branded franchises.
During 2000, the Company entered into a series of transactions resulting in its
obtaining approximately $10.4 million in additional capital. The additional
capital came from investors associated with The Geometry Group in New York and
certain other investors purchasing approximately $3.2 million of common stock in
exchange for cash, The Provident Bank exchanging $6.5 million senior secured
debt and $740 thousand PIK notes for $2.4 million of common stock and $4.9
million in no-yield preferred stock which may later be converted to common stock
at $3.00 per share at the Bank's option and an officer converted $312 thousand
of notes for common stock. Most of these transactions were at $1.00 per share.
On April 30, 1999, the Company obtained $2.2 million in additional funding from
various investors associated with The Geometry Group based in New York City, who
purchased participating income notes of the Company (the "Participating Notes")
and warrants to purchase at any time prior to December 31, 2001 an aggregate of
275 thousand shares of the Company's common stock at a price of $.01 per share.
The Participating Notes mature on April 15, 2003 and are payable at that time,
at the option of each investor, in cash, in shares of the Company's common stock
based on a conversion price of $1.00 per share or in a combination thereof.
Interest on the Participating Notes accrues at a rate per annum equal to each
investor's pro rata share of the Company's revenues associated with the
Company's Pizza Express. Such interest is payable in cash monthly, provided,
however, that to the extent that the interest otherwise payable to an investor
would exceed such investor's pro rata share of the sum of $33,534, all interest
in excess of such amount shall be paid in the form of a PIK Note of the Company.
Each PIK Note matures on April 15, 2003 and, similar to the Participating Notes,
is payable at that time, at the option of each investor, in cash, in shares of
the Company's common stock based on a conversion
8
price of $1.00 per share or in a combination thereof.
As a result of the capital raised by the Company, cash flow generated from
operations, its focus on growth by franchising and the current rate of growth
plus the anticipated growth, the Company believes it will have sufficient cash
flow to meet its obligations and to carry out its current business plan.
The statements contained 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, 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 impact of competitors' actions, and changes in
prices or supplies of food ingredients and labor. 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.
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings.
The Company is involved in various litigation relating to claims
arising out of its normal business operations and relating to
restaurant facilities closed in 1997 and 2000. The Company believes
that none of its current proceedings, individually or in the
aggregate, will have a material adverse effect upon the Company
beyond the amount reserved in its financial statements.
ITEM 2. Changes in Securities.
None.
ITEM 3. Defaults Upon Senior Securities.
None.
ITEM 4. Submission of Matters to a Vote of Security Holders.
None.
ITEM 5. Other Information.
None.
ITEM 6. Exhibits and Reports on Form 8-K.
Exhibit 27. Financial Data Schedule
9
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, 2001 /s/ Paul W. Mobley
------------ -------------------------------------
Paul W. Mobley, Chairman of the Board
10