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, 2006
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 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
--- ---
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
One):
Large Accelerated Filer Accelerated Filer Non-Accelerated Filer X
--- --- ---
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 4, 2006, there were 16,322,136 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, 2005
and June 30, 2006 (unaudited) Page 3
Condensed consolidated statements of operations for the three
months and six months ended June 30, 2005 and 2006
(unaudited) Page 4
Condensed consolidated statements of cash flows for the
six months ended June 30, 2005 and 2006 (unaudited) Page 5
Notes to condensed consolidated financial statements (unaudited) Page 6
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
Assets December June,
2005 2006
------------ ------------
Current assets:
Cash $ 740,940 $ 697,217
Accounts and notes receivable (net of allowances of $122,262 as of
December 31, 2005 and June 30, 2006) 1,299,942 1,392,595
Inventories 221,713 219,020
Assets held for resale 461,709 481,717
Prepaid expenses 301,661 343,588
Current portion of long-term notes receivable 173,498 180,554
Deferred tax asset - current portion 1,478,175 1,478,175
------------ ------------
Total current assets 4,677,637 4,792,866
------------ ------------
Property and equipment:
Equipment 1,150,718 1,159,758
Leasehold improvements 105,503 105,503
------------ ------------
1,256,221 1,265,260
Less accumulated depreciation and amortization 565,101 608,487
------------ ------------
Net property and equipment 691,119 656,774
------------ ------------
Deferred tax asset (net of current portion) 7,782,360 7,742,911
Other assets including long-term portion of notes receivable 2,371,773 2,310,563
------------ ------------
Total assets $ 15,522,890 $ 15,503,114
============ ============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses $ 384,928 $ 356,093
Current portion of long-term notes payable 1,500,000 1,500,000
------------ ------------
Total current liabilities 1,884,928 1,856,093
------------ ------------
Long-term obligations:
Note payable to bank (net of current portion) 7,125,000 6,375,000
------------ ------------
Total long-term liabilities 7,125,000 6,375,000
------------ ------------
Stockholders' equity:
Common stock (25,000,000 shares authorized, 16,322,136 outstanding as
of December 31, 2005 and June 30, 2006) 21,021,632 21,021,632
Preferred stock (5,000,000 shares authorized) 1,978,800 1,978,800
Accumulated deficit (16,487,470) (15,728,412)
------------ ------------
Total stockholders' equity 6,512,962 7,272,021
------------ ------------
Total liabilities and stockholders' equity $ 15,522,890 $ 15,503,114
============ ============
See accompanying notes to condensed consolidated financial statements.
3
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2005 2006 2005 2006
---- ---- ---- ----
Royalties and fees $ 1,851,948 $ 1,944,822 $ 3,633,811 $ 3,812,259
Administrative fees and other 15,716 18,992 36,349 34,178
Restaurant revenue 294,123 351,807 542,563 764,740
------------ ------------ ------------ ------------
Total revenue 2,161,786 2,315,620 4,212,724 4,611,177
Operating expenses:
Salaries and wages 271,739 310,309 550,554 584,853
Trade show expense 120,534 116,906 228,540 223,636
Travel expense 79,390 96,731 142,803 192,337
Other operating expenses 181,303 177,785 370,903 374,694
Restaurant expenses 287,460 341,018 526,560 737,018
Depreciation and amortization 19,349 20,857 37,896 41,616
General and administrative 370,599 393,642 748,518 788,447
------------ ------------ ------------ ------------
Operating income 831,413 858,373 1,606,948 1,668,577
Interest and other expense 204,385 197,964 406,632 395,190
------------ ------------ ------------ ------------
Net income before income taxes
from continuing operations 627,028 660,408 1,200,317 1,273,387
Income tax 213,189 224,539 408,108 432,952
------------ ------------ ------------ ------------
Net income from continuing
operations 413,838 435,870 792,209 840,435
Loss on discontinued operations net of
tax benefit of $155,935 (302,698) -- (302,698) --
------------ ------------ ------------ ------------
Net income 111,140 435,870 489,511 840,435
Cumulative preferred dividends -- 40,241 -- 81,377
------------ ------------ ------------ ------------
Net income available to common
shareholders $ 111,140 $ 395,628 $ 489,511 $ 759,059
============ ============ ============ ============
Earnings per share - basic:
Net income from continuing operations $ .02 $ .03 $ .05 $ .05
Net income $ .01 $ .03 $ .03 $ .05
Net income available to common
stockholders $ .01 $ .02 $ .03 $ .05
Weighted average number of common
shares outstanding 17,136,884 16,322,136 17,136,884 16,322,136
Diluted earnings per share:
Net income from continuing operations $ .02 $ .03 $ .04 $ .05
Net income .01 .03 .03 .05
Net income available to common
stockholders .01 .02 .03 .04
Weighted average number of common
Shares outstanding 17,660,322 16,963,051 17,660,322 16,963,051
See accompanying notes to condensed consolidated financial statements.
4
Noble Roman's, Inc. and Subsidiaries
Consolidated Statement of Cash Flows
(Unaudited)
Six Months Ended June 30,
2005 2006
---- ----
OPERATING ACTIVITIES
Net income $ 792,209 $ 840,435
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 53,858 75,173
Deferred income taxes 408,108 432,952
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts and notes receivable (202,204) (107,088)
Inventories (8,315) 2,693
Assets held for resale (215,079) (14,089)
Prepaid expenses (20,774) (41,927)
Other assets (3,818) 1,022
Increase (decrease) in:
Accounts payable (46,488) (213,228)
----------- -----------
NET CASH PROVIDED BY OPERATING
ACTIVITIES 757,496 975,942
----------- -----------
INVESTING ACTIVITIES
Purchase of property and equipment (72,937) (9,040)
----------- -----------
NET CASH USED BY INVESTING ACTIVITIES (72,937) (9,040)
----------- -----------
FINANCING ACTIVITIES
Payment of obligations from discontinued operations (609,808) (264,269)
Payment of cumulative preferred dividends (81,377)
Payment of principal on outstanding debt -- (750,000)
Payment received on long-term notes receivable 89,939 85,020
----------- -----------
NET CASH USED BY FINANCING ACTIVITIES (519,868) (1,010,626)
----------- -----------
Increase (decrease) in cash 164,691 (43,723)
Cash at beginning of period 260,025 740,940
----------- -----------
Cash at end of period $ 424,716 $ 697,217
=========== ===========
Supplemental schedule of non-cash investing and financing activities
None.
Cash paid for interest $ 161,555 $ 366,150
See accompanying notes to condensed consolidated financial statements.
5
Notes to Condensed Consolidated Financial Statements (Unaudited)
- ----------------------------------------------------------------
Note 1 - The interim condensed consolidated financial statements, included
herein, are unaudited, but reflect all adjustments which are, in the opinion of
management, necessary for a fair statement of the results of operations for the
interim periods presented and the financial condition as of the dates indicated,
which adjustments are of a normal recurring nature. The results for the
six-month period ended June 30, 2006 are not necessarily indicative of the
results to be expected for the full year ending December 31, 2006.
Note 2 -Approximately $352 thousand and $688 thousand are included in the
three-month period and six-month period ended June 30, 2006, respectively, and
approximately $213 thousand and $366 thousand for the three-month period and
six-month period ended June 30, 2005, respectively, for initial franchise fees.
Because one of the Company's principal strategies is to grow its business by
franchising in non-traditional locations and the number of such locations that
are available for targeted growth, the Company believes that the initial
franchise fee revenue for non-traditional locations will continue. Additionally,
the Company has recently targeted additional growth by developing traditional
dual-branded locations through the use of Area Developers. Because of this
addition, the Company believes that franchise fee revenue will be greater in the
future. Most of the cost for the services required to be performed by the
Company are incurred prior to the franchise fee income being recorded. For the
most part, the Company's ongoing royalty income is paid electronically by the
Company initiating a draft on the franchisee's account by electronic withdrawal.
As such, the Company has no material amount of past due royalties.
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, 2005
and 2006
Introduction
- ------------
The Company sells and services franchises for non-traditional, co-branded and
stand-alone foodservice operations under the trade names "Noble Roman's Pizza"
and "Tuscano's Italian Style Subs." Both concepts' hallmarks 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
produce superior results. Here are a few of the differences that we believe make
our product 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.
6
o Vegetable and mushroom toppings that are sliced and delivered fresh,
never canned.
o An extended product line that includes breadsticks with dip, pasta,
baked sandwiches, salads, wings and a line of breakfast products.
o A recently introduced 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 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 all 48 contiguous states. This process
results in products that are great tasting, quality consistent, easy to
assemble, relatively low in food cost and require very low amounts of labor.
Tuscano's Italian Style Subs
- ----------------------------
During 2004, the Company improved its cold sub sandwich menu items and expanded
the offerings into a separate concept called Tuscano's Italian Style Subs.
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 expects to
award 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. Yet Tuscano's has many unique
competitive features, including its Tuscan theme, the extra rich yeast content
of its fresh baked bread, the 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.
Franchise Development
- ---------------------
Noble Roman's has sold franchises in 45 states from coast-to-coast within the
United States plus Guam. In addition, it has sold franchises for military bases
in Puerto Rico, Guam and Italy, and for entertainment facilities and convenience
stores in Canada.
The Company plans to continue its focus on awarding franchise agreements for
both Noble Roman's Pizza and Tuscano's Italian Style Subs in non-traditional
venues such as hospitals, military bases, universities, convenience stores,
attractions, entertainment facilities, casinos, airports, travel plazas, office
complexes and hotels which it has been doing the past several years. In
addition, the Company recently began offering the dual-branded concept of Noble
Roman's/Tuscano's for stand-alone traditional locations.
In order to seek more rapid growth, the Company has initiated a strategy to sell
development territories to Area Developers for the growth of its traditional
dual-branded concept. Area Developers have the exclusive right to develop the
dual-branded traditional concept in their area.
The Area Developers pay a development fee of $.05 per capita in their
development area and receive 30% of the initial franchise fee and 2/7ths of the
royalty from the locations developed pursuant to those agreements. The Company
retains all training and supervision responsibilities and must approve all
franchisees and all locations. In order to maintain the rights to develop the
territory, each Area Developer has to meet the minimum development schedule
stipulated in the Area Development Agreement. The Company, subsequent to June
30, 2006, has sold two such territories to Area Developers and is in discussions
with several other potential Area Developers. The two territories that have been
sold since June 30, 2006 are a 20-unit Development Agreement for a three county
area in Ohio near Cincinnati and a 49-unit Development Agreement for fourteen
counties in North Carolina and one county in Virginia, all surrounding the
Greensboro-Winston-Salem-High Point, North Carolina area.
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 evaluates the carrying values of its assets, including
property, equipment and related costs, accounts receivable and deferred tax
asset, periodically 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, 2005 and 2006,
respectively.
Three Months Ended Six Months Ended
June 30, June 30,
-------- --------
2005 2006 2005 2006
---- ---- ---- ----
Royalties and fees 85.7% 84.0% 86.3% 82.7
Administrative fees and other .7 .8 .9 .7
Restaurant revenue 13.6 15.2 12.8 16.6
----- ----- ----- -----
Total revenue 100.0 100.0 100.0 100.0
Operating expenses:
Salaries and wages 12.6 13.4 13.1 12.7
Trade show expense 5.6 5.0 5.4 4.8
Travel expense 3.7 4.2 3.4 4.2
Other operating expense 8.4 7.7 8.8 8.1
Restaurant expenses 13.3 14.7 12.5 16.0
Depreciation .9 .9 .9 .9
General and administrative 17.1 17.0 17.8 17.1
----- ----- ----- -----
Operating income 38.5 37.1 38.1 36.2
Interest expense 9.5 8.5 9.7 8.6
----- ----- ----- -----
Income before income taxes 29.0 28.6 28.5 27.6
Income taxes 9.9 9.8 9.7 9.4
----- ----- ----- -----
Net income 19.1% 18.8% 18.8% 18.2%
===== ===== ===== =====
8
Results of Operations
- ---------------------
Total revenue increased from $2,161,786 to $2,315,620 and from $4,212,724 to
$4,611,177 for the three-month and six-month periods ended June 30, 2006
compared to the corresponding period in 2005. This increase was the result of an
increase in royalties and fees from the addition of new franchises and the
increase in restaurant revenue as a result of operating more restaurants on a
temporary basis. Royalties and fees increased from approximately $1,851,948 to
$1,944,822 and from $3,633,811 to $3,812,259 for the three-month and six-month
periods ended June 30, 2006 compared to the corresponding period in 2005.
Included in royalties and fees were approximately $352,000 and $688,000 for
initial franchise fees for the three-month and six-month periods ended June 30,
2006, respectively, and approximately $212,700 and $366,200 for initial
franchise fees for the three-month and six-month periods ended June 30, 2005,
respectively. Because one of the Company's strategic directions is to grow its
business by franchising non-traditional locations, and because the number of
such locations that are available for targeted growth is large, the Company
believes that the initial franchise fee revenue for non-traditional locations
will continue. Additionally, the Company has recently targeted additional growth
by developing traditional dual-branded locations through the use of Area
Developers. Subsequent to June 30, 2006, the Company has sold two territories to
Area Developers for the development of 20 dual-branded traditional locations in
one territory and for the development of 49 dual-branded traditional locations
in the second territory. Because of the facts, the Company believes that
franchise fee revenue has the potential to be greater in the future.
Restaurant revenues increased from approximately $294,123 and $542,563 to
$351,807 and $764,740, respectively, for the three-month and six month periods
ended June 30, 2006 compared to the corresponding period in 2005. The Company
was operating more restaurants on a temporary basis in the three-month and
six-month periods ended June 30, 2006 than in the first and second quarters of
2005. The Company only intends to operate one restaurant to be used for testing
and demonstration purposes but from time to time temporarily operates others
until a suitable franchisee is located. During the second quarter 2006, the
Company franchised two of the six restaurants it was operating at the beginning
of the quarter.
Salaries and wages increased from 12.6% of total revenue to 13.4% of total
revenue for the three-month period ended June 30, 2006 compared to the
corresponding period in 2005. Salaries and wages decreased from 13.1% to 12.7%
of total revenue for the six-month period ended June 30, 2006 compared to the
corresponding period in 2005. The increase during the second quarter was
primarily the result of adding additional key people to create more rapid growth
in the future and the decrease in the six-month period was primarily the result
of the growth in revenue for 2006 compared to 2005 with approximately the same
actual salaries and wages during the first quarter of 2006 compared to the first
quarter of 2005.
Trade show expenses decreased from 5.6% of total revenue to 5.0% of total
revenue for the three-month period ended June 30, 2006 compared to the
corresponding period in 2005. Trade show expenses decreased from 5.4% of total
revenue to 4.8% of total revenue for the six month period ended June 30, 2006
compared to the corresponding period in 2005. This decrease was primarily the
result of actual trade show expenses declining slightly while the revenue
increased. The Company anticipates the actual dollar trade show expense to
remain approximately the same for the balance of 2006 compared to the
corresponding period in 2005, which is expected to result in a lower trade show
expense as a percent of total revenue.
9
Travel expenses increased from 3.7% and 3.4% to 4.2% and 4.2%, respectively, of
total revenue for the three-month and six month periods ended June 30, 2006
compared to the corresponding periods in 2005. This increase was primarily the
result of opening more locations farther away from the home office.
Other operating expenses decreased from 8.4% and 8.8% to 7.7% and 8.1%,
respectively, of total revenue for the three-month and six-month periods ended
June 30, 2006 compared to the corresponding period in 2005. This decrease was
primarily the result of maintaining operating expenses at approximately the same
dollar amount while the revenue increased. The Company anticipates that other
operating expenses, as a percentage of revenue, will continue to decline as a
result of anticipated additional growth in 2006 while maintaining operating
expenses at approximately the same dollar amount.
Restaurant expenses increased from 13.3% and 12.5% to 14.7% and 16.0%,
respectively, of total revenue for the three-month and six month periods ended
June 30, 2006 compared to the corresponding periods in 2005. This increase
resulted primarily from the Company operating more restaurants on a temporary
basis in 2006. The Company only intends to operate one restaurant to be used for
testing and demonstration purposes but from time to time temporarily operates
others until a suitable franchisee is located. During the second quarter 2006,
the Company franchised two of the six restaurants it was operating at the
beginning of the quarter.
General and administrative expenses decreased from 17.1% and 17.8% to 17.0% and
17.1%, respectively, of total revenue for the three-month and six-month periods
ended June 30, 2006 compared to the corresponding periods in 2005. This was
primarily the result of only a small growth in administrative expense which was
more than offset by the growth in revenue.
Operating income decreased from 38.5% and 38.1% of total revenue to 37.1% and
36.2% of total revenue for the three-month and six-month periods ended June 30,
2006 compared to the corresponding periods in 2005. This was primarily the
result of an increase in restaurant expenses and travel expenses as a percentage
of total revenue, mostly offset by a decrease in trade show expense, other
operating expense and general and administrative expenses, as a percent of total
revenue.
Interest expense decreased from 9.5% and 9.7% to 8.5% and 8.6%, respectively, of
total revenue for the three-month and six-month periods ended June 30, 2006
compared to the corresponding period in 2005. This was a result of a slight
decrease in interest cost because of the reduction in the amount of debt
outstanding and an increase in revenue partially offset by an increase in
interest rate.
Net income increased from $111,140 and $489,511 to $435,870 and $840,435,
respectively, for the three-month and six-month periods ended June 30, 2006
compared to the corresponding periods in 2005. This increase was primarily the
result of the growth in royalty and fee income, partially offset by the slight
increase in operating expenses and the elimination of the loss on discontinued
operations.
Liquidity and Capital Resources
- -------------------------------
The Company's strategy is to grow its business by continuing to franchise in
non-traditional locations and by franchising in traditional locations partially
through the use of Area Developers. This strategy does not require significant
additional capital.
10
As a result of the Company's strategy, cash flow generated from operations, the
Company's current rate of entering into new franchises and the anticipated
growth, the Company believes it will have sufficient cash flow to meet its
obligations and to carry out its current business plan.
On August 25, 2005, the Company obtained a new six-year term loan in the
original principal amount of $9,000,000 and with a principal balance on June 30,
2006 of $7,875,000. The note calls for monthly principal payments of $125,000
plus interest at the rate of LIBOR plus 4% per annum adjusted on a monthly
basis. The Company's obligations under the loan are secured by the grant of a
security interest in its personal property. The Company elected to purchase a
swap contract fixing the rate on 50% of the principal balance for the first two
years and then $3 million of the principal amount for the following two years at
an annual interest rate of 8.83% per annum.
The Company does not anticipate that any of the recently issued Statement of
Financial Accounting Standards will have a material impact on the Company's
Statement of Operations or its Balance Sheet.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
The Company's current borrowings are at a monthly variable rate tied to LIBOR.
However, the Company elected to purchase a swap contract fixing the rate on 50%
of the principal balance for the first two years and then $3 million of the
principal amount for the following two years at an annual interest rate of 8.83%
per annum.
The Company has concluded that there is no material market risk exposure and,
therefore, no quantitative tabular disclosures are required.
ITEM 4. Controls and Procedures
Based on his evaluation as of the end of the period covered by this report, Paul
W. Mobley, the Company's Chief Executive Officer and Chief Financial Officer,
has concluded that the Company's disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended) are effective. There have been no changes in internal controls over
financial reporting during the period covered by this report that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings.
The Company, from time to time, is involved in various litigation relating to
claims arising out of its normal business operations.
The Company is not involved in any litigation currently, nor is any litigation
currently threatened, which would have a material effect upon the Company.
ITEM 6. Exhibits.
(a) Exhibits: See Exhibit Index appearing on page 13.
11
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 9, 2006 By: /s/ Paul W. Mobley
-----------------------------------------
Paul W. Mobley, Chairman of the Board and
Chief Financial Officer
(Authorized Officer and Principal
Financial Officer)
12
Index to Exhibits
Exhibit
- -------
3.1 Amended Articles of Incorporation of the Registrant, filed as an
exhibit to the Registrant's Amendment No. 1 to the Post Effective
Amendment No. 2 to Registration Statement on Form S-1 filed July 1,
1985 (SEC File No.2-84150), is incorporated herein by reference.
3.2 Amended and Restated By-Laws of the Registrant, as currently in
effect, filed as an exhibit to the Registrant's Registration Statement
on Form S-18 filed October 22, 1982 and ordered effective on December
14, 1982 (SEC File No. 2-79963C), is incorporated herein by reference.
3.3 Articles of Amendment of the Articles of Incorporation of the
Registrant effective February 18, 1992 filed as an exhibit to the
Registrant's Registration Statement on Form SB-2 (SEC File No.
33-66850), ordered effective on October 26, 1993, is incorporated
herein by reference.
3.4 Articles of Amendment of the Articles of Incorporation of the
Registrant effective May 11, 2000, filed as Annex A and Annex B to the
Registrant's Proxy Statement on Schedule 14A filed March 28, 2000, is
incorporated herein by reference.
3.5 Articles of Amendment of the Articles of Incorporation of the
Registrant effective April 16, 2001 filed as Exhibit 3.4 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2005, is incorporated herein by reference.
3.6 Articles of Amendment of the Articles of Incorporation of the
Registrant effective August 23, 2005, filed as Exhibit 3.1 to the
Registrant's current report on Form 8-K filed August 29, 2005, is
incorporated herein by reference.
4.1 Specimen Common Stock Certificates filed as an exhibit to the
Registrant's Registration Statement on Form S-18 filed October 22,
1982 and ordered effective on December 14, 1982 (SEC File No.
2-79963C), is incorporated herein by reference.
4.2 Form of Warrant Agreement filed as Exhibit 4.1 to the Registrant's
current report on Form 8-K filed August 29, 2005, is incorporated
herein by reference.
10.1 Employment Agreement with Paul W. Mobley dated November 15, 1994 filed
as Exhibit 10.1 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 2005, is incorporated herein by reference.
10.2 Employment Agreement with A. Scott Mobley dated November 15, 1994
filed as Exhibit 10.2 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 2005, is incorporated herein by reference.
10.3 1984 Stock Option Plan filed with the Registrant's Form S-8 filed
November 29, 1994 (SEC File No. 33-86804), is incorporated herein by
reference.
13
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 Settlement Agreement with SummitBridge dated August 1, 2005, filed as
Exhibit 99.2 to the Registrant's current report on Form 8-K filed
August 5, 2005, is incorporated herein by reference.
10.6 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.
10.7 Registration Rights Agreement dated August 1, 2005 between the Company
and SummitBridge National Investments filed as Exhibit 10.7 to the
Registrant's Registration Statement on Form S-1 (SEC file No.
333-133382) filed April 19, 2006, is incorporated herein by reference.
21 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 Certification of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
14