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 June 30, 2001
Or
Transition report pursuant to Section 13 or 15(d) of the Securities
- --- Exchange Act of 1934 For the transition period from to
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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 August 10, 2001, there were 15,382,479 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 June 30, 2001 Page 3
Condensed consolidated statements of operations for the three
months and six months ended June 30, 2000 and 2001 Page 4
Condensed consolidated statements of cash flows for the three
months and six months ended June 30, 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, 2000 and the first six months of 2001 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, 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
(Audited) (Unaudited)
December 31, June 30,
Assets 2000 2001
------ ------------ ------------
Current assets:
Cash $ 9,406 $ 9,801
Accounts and notes receivable 1,146,492 995,910
Inventories 74,587 86,181
Prepaid expenses 203,460 163,479
Deferred tax assets - current portion 1,122,551 1,122,551
------------ ------------
Total current assets 2,556,496 2,377,921
Property and equipment:
Equipment 822,046 903,405
Leasehold improvements 84,229 84,229
------------ ------------
906,275 987,634
Less accumulated depreciation and amortization 377,865 402,155
------------ ------------
Net property and equipment 528,410 585,479
Deferred tax asset 8,502,555 8,284,221
Other assets 1,407,307 1,586,223
------------ ------------
Total assets $ 12,994,768 $ 12,833,844
============ ============
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
Accounts payable and accrued expenses $ 1,013,342 $ 434,091
Note payable officer 65,840 65,840
Deferred franchise fees 228,500 100,625
------------ ------------
Total current liabilities 1,307,682 600,556
Long-term obligations:
Notes payable to Provident Bank net of warrant value of $213,266 at
December 31, 2000 and $176,792 at June 30, 2001 7,786,734 7,823,208
Notes payable to various funds affiliated with Geometry Group net of
warrant valuation of $159,618 at December 31, 2000 and $125,243
at June 30, 2001 2,212,383 2,246,758
------------ ------------
Total long-term liabilities 9,999,117 10,069,966
Stockholders' equity
Common stock (25,000,000 shares authorized, 13,593,701 outstanding at
December 31, 2000 and 15,382,479 as of June 30, 2001) 17,734,495 17,785,923
Preferred Stock (5,000,000 shares authorized) 4,929,274 4,929,274
Accumulated deficit (20,975,800) (20,551,875)
------------ ------------
Total stockholder's equity 1,687,969 2,163,322
------------ ------------
Total liabilities and stockholder's equity $ 12,994,768 $ 12,833,844
============ ============
See accompanying note 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,
-------------------------- --------------------------
2000 2001 2000 2001
----------- ----------- ----------- -----------
Royalties and fees $ 1,213,191 $ 1,358,178 $ 2,177,523 $ 2,602,240
Administrative fees and other 149,062 193,639 421,177 395,179
----------- ----------- ----------- -----------
Total revenue 1,362,253 1,551,817 2,598,701 2,997,419
Operating expenses:
Salaries and wages 245,090 270,857 483,981 532,167
Trade show expense 60,000 72,846 120,000 144,561
Travel expense 77,549 40,808 145,962 98,906
Other operating expenses 122,866 209,064 222,002 356,380
Depreciation and amortization 9,812 12,950 19,614 22,752
General and administrative 311,368 313,745 636,374 586,449
----------- ----------- ----------- -----------
Operating income 535,568 631,548 970,769 1,256,204
Interest and other expense 320,775 307,166 627,996 614,046
----------- ----------- ----------- -----------
Income before income taxes 214,793 324,382 342,773 642,158
Income tax 73,030 109,237 116,543 218,334
----------- ----------- ----------- -----------
Net income $ 141,763 $ 215,145 $ 226,230 $ 423,824
=========== =========== =========== ===========
Earnings per share:
Net income .01 .02 .02 .03
Weighted average number of common shares 10,919,287 14,197,229 10,078,954 13,937,331
outstanding
Fully diluted earnings per share:
Net income .01 .01 .02 .03
Weighted number of common shares outstanding 15,077,170 16,610,055 14,236,837 16,350,158
See accompanying notes to condensed consolidated financial statements.
4
Noble Roman's, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended
June,
---------------------------
OPERATING ACTIVITIES 2000 2001
- ------------------- ----------- -----------
Net income $ 226,230 $ 423,824
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Depreciation 19,614 22,752
Non-cash interest 92,196 72,489
Deferred federal income taxes 179,367 218,334
Changes in operating assets and liabilities (increase) decrease in:
Accounts receivable (299,811) 150,582
Inventory 146,605 (11,594)
Prepaid expenses (204,807) 39,981
Other assets 37,829 (178,916)
Increase (decrease) in:
Accounts payable (986,968) (579,251)
Other current liabilities (1,551,955) --
Deferred franchise fee 108,500 (127,875)
----------- -----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (2,233,200) 30,326
INVESTING ACTIVITIES
Purchase of property and equipment (27,407) (81,359)
Issuance of capital stock net of issuance cost 2,254,000 51,428
----------- -----------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 2,226,593 (29,931)
FINANCING ACTIVITIES
Proceeds from long-term debt -- --
Principal payments on long-term debt and capital lease obligations (1,546) --
----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES (1,546) --
----------- -----------
INCREASE (DECREASE) IN CASH (8,153) 395
Cash at beginning of period 29,913 9,406
----------- -----------
Cash at end of period $ 21,760 $ 9,801
=========== ===========
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 and six-month periods
ended June 30, 2000 and 2001
Introduction
The Company's strategic business plan is focused on rapid growth by franchising
of non-traditional locations and the development of co-brand franchises with
other traditional restaurant chains nationwide. Given the huge growth
opportunities in franchising non-traditional locations and in co-branding
opportunities and the actual rapid pace of that growth over the last three
years, management is focusing all of its financial and human resources on
franchise services to maximize the potential for the company and its
stakeholders. Accordingly, the Company is not now operating Company-owned
locations and currently has no plans to do so in the future.
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. The Company is currently expanding in such venues as: hotels, airports,
various types of family entertainment facilities, casinos, universities,
military bases, office complexes, manufacturing plants, convenience stores,
travel plazas and as co-brands with other traditional restaurants.
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 and six-month periods ended June 30, 2000 and
June 30, 2001, respectively.
Three Months Ended Six Months Ended
June 30, June 30,
-------------------------------------
2000 2001 2000 2001
------- ------- ------- -------
Royalties and fees 89.1% 87.5% 83.8% 86.8%
Administrative fees and other 10.9 12.5 16.2 13.2
------- ------- ------- -------
Total revenue 100.0% 100.0% 100.0% 100.0%
Operating expenses:
Salaries and wages 18.0 % 17.5% 18.6% 17.8%
Trade show expenses 4.4 4.7 4.6 4.8
6
Travel expense 5.7 2.6 5.6 3.3
Other operating expenses 9.0 13.5 8.5 11.9
Depreciation .7 .8 .8 .8
General and administrative 22.9 20.2 24.5 19.6
------- ------- ------- -------
Operating income 39.3% 40.7% 37.4% 41.9%
Interest 23.5 19.8 24.2 20.5
------- ------- ------- -------
Net income before income tax 15.8% 20.9% 13.2% 21.4%
2001 Compared with 2000
Total revenue increased from $1,362,253 to $1,551,817 and from $2,598,701 to
$2,997,419, respectively, or 14% and 15% increase, respectively, for the three-
month and six-month periods ended June 30, 2001 compared to the same periods in
2000. This increase was primarily the result of the growth in the number of
franchise locations open. Royalties and fees were approximately $1,358,178 and
$2,602,240 for the three month and six month periods ended June 30, 2001
compared to $1,213,181 and $2,177,523, respectively, during the same period in
2000. This increase was the result of growth in the number of franchises.
Salaries and wages decreased from 18.0% and 18.6% of revenue for the three-month
and six-month periods ended June 30, 2000 compared to 17.5% and 17.8%,
respectively, of revenue for the same period in 2001. The primary reason for
this decrease was the increased number of franchise units based on the Company's
infrastructure which was previously established for the anticipated rapid
growth.
Trade show expense increased from 4.4% and 4.6% of revenue for the three-month
and six-month periods ended June 30, 2000 compared to 4.7% and 4.8%,
respectively, of revenue for the same periods in 2001. The primary reason for
this increase was that the number of trade shows increased to reach additional
venues in anticipation of further accelerating future growth.
Travel expenses decreased from 5.7% and 5.6% for the three-month and six-month
periods ended June 30, 2000 to 2.6% and 3.3%, respectively, for the same periods
in 2001. This decrease was the result of the growth in number of franchises
allowing for scheduling efficiencies which permits multiple assignments to be
accomplished with one trip.
Other operating expenses increased from 9.0% and 8.5% of revenue for the
three-month and six-month periods ended June 30, 2000 to 13.5% and 11.9%,
respectively, of revenue for the same periods in 2001. This increase resulted
from the Company's commitment to increasing its capacity for additional growth
in the future which was partially offset by the increased revenue from the
growth in the number of franchised units.
7
General and administrative expense decreased from 22.9% and 24.5% for the
three-month and six-month periods ended June 30, 2000 to 20.2% and 19.6%,
respectively, of the same periods 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.
Operating income grew from 39.3% and 37.4%, or $535,568 and $970,769, for the
three-month and six-month periods ended June 30, 2000 to 40.7% and 41.9%, or
$631,548 and $1,256,204, for the same periods in 2001. This increase of $95,980
and $285,435, or 18.0% and 29.0%, respectively, was the result of the continued
growth in the number of franchise units while maintaining approximately the same
operating structure.
Interest expense decreased from 23.5% and 24.2% for the three-month and
six-month periods ended June 30, 2000 to 19.8% and 20.5% for the same periods 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 15.8% and 13.2%, or $214,793 and
$342,773, for the three-month and six-month periods ended June 30, 2000 to 20.9%
and 21.4%, respectively, or $324,382 and $642,158, respectively, for the same
periods in 2001. This 51.0% and 87.0% increase was the result of the growth in
franchising with approximately the same infrastructure.
Liquidity and Capital Resources
The Company's strategic business plan is focused on rapid growth by franchising
of non-traditional locations and the development of co-brand franchises with
other traditional restaurant chains nationwide. Given the huge growth
opportunities in franchising non-traditional locations and in co-branding
opportunities and the actual rapid pace of that growth over the last three
years, management is focusing all of its financial and human resources on
franchise services to maximize the potential for the company and its
stakeholders. Accordingly, the Company is not now operating Company-owned
locations and currently has no plans to do so in the future.
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
8
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 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.
None.
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.
/s/ Paul W. Mobley
-------------------------------------
Date: August 14, 2001 Paul W. Mobley, Chairman of the Board
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10