United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
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(Mark One)
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
- --- Exchange Act of 1934
For the quarterly period ended September 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
__________
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 of organization) (I.R.S. Employer
Identification No.)
One Virginia Avenue, Suite 800
Indianapolis, Indiana 46204
(Address of principal executive offices) (Zip Code)
(317) 634-3377
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
As of November 12, 2001, there were 15,574,979 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 September 30, 2001 Page 3
Condensed consolidated statements of operations for the three months
and nine months ended September 30, 2000 and 2001 Page 4
Condensed consolidated statements of cash flows for the nine months
ended September 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 nine 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.
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Audited) (Unaudited)
December 31, September 30,
Assets 2000 2001
------ ------------ ------------
Current assets:
Cash $ 9,406 $ 11,386
Accounts and notes receivable 1,146,492 1,195,496
Inventories 74,587 65,788
Prepaid expenses 203,460 169,052
Deferred tax asset - current portion 1,122,551 1,122,551
------------ ------------
Total current assets 2,556,496 2,564,273
Property and equipment:
Equipment 822,046 908,968
Leasehold improvements 84,229 84,229
------------ ------------
906,275 993,196
Less accumulated depreciation and amortization 377,865 415,994
------------ ------------
Net property and equipment 528,410 577,203
Deferred tax asset - net of current portion 8,502,555 8,195,383
Other assets 1,407,307 1,723,118
------------ ------------
Total assets $ 12,994,768 $ 13,059,976
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
Accounts payable and accrued expenses $ 1,013,342 $ 455,973
Note payable officer 65,840 65,680
Deferred franchise fees 228,500 97,100
------------ ------------
Total current liabilities 1,307,682 618,913
Long-term obligations:
Notes payable to Provident Bank net of warrant value of $213,266 at
December 31, 2000 and $158,555 at September 30, 2001 7,786,734 7,841,445
Notes payable to various funds affiliated with Geometry Group net of
warrant valuation of $159,618 at December 31, 2000 and $108,055
at September 30, 2001 2,212,383 2,263,946
------------ ------------
Total long-term liabilities 9,999,117 10,105,391
Stockholders' equity
Common stock (25,000,000 shares authorized, 13,593,701 outstanding at
December 31, 2000 and 15,574,979 as of September 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) (20,379,525)
------------ ------------
Total stockholder's equity 1,687,969 2,335,672
------------ ------------
Total liabilities and stockholder's equity $ 12,994,768 $ 13,059,976
============ ============
See accompanying note to condensed consolidated financial statements.
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------------- ---------------------------
2000 2001 2000 2001
----------- ----------- ----------- -----------
Royalties and fees $ 1,325,565 $ 1,363,544 $ 3,503,088 $ 3,965,785
Administrative fees and other 222,952 97,350 644,129 492,529
----------- ----------- ----------- -----------
Total revenue 1,548,516 1,460,895 4,147,217 4,458,314
Operating expenses:
Salaries and wages 237,017 289,864 720,998 822,031
Trade show expense 45,000 45,000 165,000 135,000
Travel expense 97,192 48,116 243,154 147,022
Other operating expenses 95,680 190,270 317,682 601,211
Depreciation and amortization 9,802 11,335 29,416 34,087
General and administrative 313,918 300,309 950,292 886,758
----------- ----------- ----------- -----------
Operating income 749,905 576,001 1,720,674 1,832,205
Interest and other expense 331,382 314,712 959,378 928,758
----------- ----------- ----------- -----------
Income before income taxes 418,523 261,289 761,296 903,447
Income tax 142,297 88,838 258,840 307,172
----------- ----------- ----------- -----------
Net income $ 276,226 $ 172,451 $ 502,456 $ 596,275
=========== =========== =========== ===========
Earnings per share:
Net income .02 .01 .05 .04
Weighted average number of common shares
outstanding 12,058,160 15,438,506 10,743,505 14,443,221
Fully diluted earnings per share:
Net income .02 .01 .04 .04
Weighted number of common shares outstanding 15,287,415 17,851,333 13,972,759 16,856,048
See accompanying notes to condensed consolidated financial statements.
Noble Roman's, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended
OPERATING ACTIVITIES September 30,
- -------------------- 2000 2001
----------- -----------
Net income $ 502,456 $ 596,275
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Depreciation 29,416 34,087
Non-cash interest 150,337 110,317
Deferred federal income taxes 258,840 307,172
Changes in operating assets and liabilities (increase) decrease in:
Accounts and notes receivable (619,609) (49,004)
Inventory 261,805 8,799
Prepaid expenses (7,813) 34,408
Other assets - (315,811)
Increase (decrease) in:
Accounts payable and accrued expenses (1,938,093) (557,369)
Other current liabilities (2,333,462) -
Deferred franchise fee 66,276 (131,400)
----------- -----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (3,629,847) 37,474
INVESTING ACTIVITIES
Purchase of property and equipment (10,001) (86,922)
Sale of fixed assets 450,000 -
Issuance of capital stock net of issuance cost 3,238,406 51,428
----------- -----------
Legal fees associated with conversion of debt to equity - -
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 3,678,402 (35,494)
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 47,009 1,980
Cash at beginning of period 29,913 9,406
----------- -----------
Cash at end of period $ 76,922 $ 11,386
=========== ===========
Supplemental Schedule of non-cash investing and financing activities
None.
See accompanying note to condensed consolidated financial statements.
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 nine-month periods ended September 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 nine-month periods ended September 30, 2000
and September 30, 2001, respectively.
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ ------------------
2000 2001 2000 2001
---- ---- ---- ----
Royalties and fees 85.6% 93.3% 84.5% 89.0%
Administrative fees and other 14.4 6.7 15.5 11.0
----- ----- ----- -----
Total revenue 100.0% 100.0% 100.0% 100.0%
Operating expenses:
Salaries and wages 15.3% 19.8% 17.4% 18.4%
Trade show expenses 2.9 3.1 4.0 3.0
Travel expense 6.3 3.3 5.9 3.3
Other operating expenses 6.2 13.0 7.7 13.5
Depreciation .6 .8 .7 .8
General and administrative 20.3 20.6 22.9 19.9
----- ----- ----- -----
Operating income 48.4% 39.4% 41.5% 41.1%
Interest 21.4 21.5 23.1 20.8
Net income before income tax 27.0% 17.9% 18.4% 20.3%
2001 Compared with 2000
- -----------------------
Total revenue decreased from $1,548,516 to $1,460,895 and increased from
$4,147,217 to $4,458,314, respectively, or 5.7% decrease and 7.5% increase,
respectively, for the three-month and nine-month periods ended September 30,
2001 compared to the same periods in 2000. This increase in the nine-month
period was primarily the result of the growth in the number of franchise
locations open offset by lower administrative fee income as a result of the
discontinuance of providing accounting services for certain of its franchisees.
Royalties and fees were approximately $1,363,544 and $3,965,785 for the
three-month and nine-month periods ended September 30, 2001 compared to
$1,325,565 and $3,503,088, respectively, during the same period in 2000. This
increase was the result of growth in the number of franchises.
Salaries and wages increased from 15.3% and 17.4% of revenue for the three-month
and nine-month periods ended September 30, 2000 compared to 19.8% and 18.4%,
respectively, of revenue for the same period in 2001. The primary reason for
this increase was in the increase in the Company's infrastructure in
anticipation of rapid growth in the number of franchised units. Some of the
growth anticipated was delayed because of the national crisis which occurred on
September 11, 2001. The Company does not believe any of that anticipated growth
will be canceled and the infrastructure will be needed for anticipated growth in
the future.
Trade show expense increased from 2.9% of revenue for the three-month period
ended September 30, 2000 compared to 3.1% or revenue for the same period in
2001. Trade show expense decreased from 4.0% of revenue for the nine-month
period ended September 30, 2000 compared to 3.0% of revenue for the same period
in 2001. The primary reason for this increase in the three-month period was the
result of less revenue because of the delayed growth resulting from the national
crisis which occurred on September 11, 2001. The decrease in the nine-month
period was the result of more revenues from the growth in number of franchises.
Travel expenses decreased from 6.3% and 5.9% for the three-month and nine-month
periods ended September 30, 2000 to 3.3% and 3.3% of revenue, 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 and additional controls on travel
expenses.
Other operating expenses increased from 6.2% and 7.7% of revenue for the
three-month and nine-month periods ended September 30, 2000 to 13.0% and 13.5%,
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.
General and administrative expense increased from 20.3% to 20.6% of revenue for
the three-month period ended September 30, 2000 compared to the same period in
2001. General and administrative expense decreased from 22.9% of revenue for the
nine-month period ended September 30, 2001 to 19.9% of revenue for the same
period in 2001. This 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 decreased from $749,905, or 48.4% of revenue to $576,001, or
39.4% of revenue, for the three-month and nine-month period ended September 30,
2000 compared to the same period in 2000.
Operating income increased from $1,720,674, or 41.5% of revenue, to $1,832,205,
or 41.1% of revenue, for the nine-month period ended September 30, 2001 compared
to the same period in 2000. The decrease in the three-month period was a result
of the anticipated growth being delayed as a result of the national crisis which
occurred on September 11, 2001. The increase in the nine-month period was the
result of the growth in number of franchised units partially offset by the
anticipated growth being delayed.
Net income before income taxes decreased from 27.0% of revenue, or $418,523, for
the three-month period ended September 30, 2000 to 17.9% of revenue, or
$261,289, for the same period in 2001. Net income before income taxes grew from
18.4% of revenue, or $761,296, for the nine-month period ended September 30,
2000 to 20.3% of revenue, or $903,447, for the same period in 2001. The increase
in the nine-month period was the result of the growth in the number of
franchised units partially offset by additional anticipated growth which the
Company had prepared for but was delayed because of the national crisis which
occurred on September 11, 2001. The Company still anticipates rapid growth in
the number of franchised units during the next several months.
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.
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.
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: November 14, 2001 /s/ Paul W. Mobley
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Paul W. Mobley, Chairman of the Board