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, 1997
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 (I.R.S. Employer
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
----- -----
As of December 8, 1997, there were 4,131,324 shares of Common Stock, no par
value, outstanding.
Page 1
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The following condensed consolidated financial statements are included
herein:
Condensed consolidated balance sheets as of December 31, 1996
and June 30, 1997 Page 3
Condensed consolidated statements of operations for the six and
three months ended June 30, 1996 and 1997 Page 4
Condensed consolidated statements of cash flows for the six
months ended June 30, 1996 and 1997 Page 5
Notes to condensed consolidated financial statements Page 6
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 for the interim periods
presented, which adjustments are of a normal recurring nature.
This report contains forward-looking statements which are inherently
subject to risks and uncertainties. Noble Roman's actual results could differ
materially from those currently anticipated due to a number of factors,
including Noble Roman's ability to improve operating results and trends at its
full service restaurants, competition in the markets for its full service
restaurants and Express franchises, increases in cost, availability of labor
and its ability to manage growth of its Express franchise business.
Page 2
<PAGE>
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
(Unaudited)
December 31, June 30,
1996 1997
------------ -----------
<S> <C> <C>
Assets
------
Current assets:
Cash $ 74,502 $ 55,726
Accounts receivable 947,924 488,747
Inventories 947,644 835,176
Prepaid expenses 363,074 31,297
----------- -----------
Total current assets 2,333,144 1,410,946
Property and equipment, less accumulated depreciation and
amortization of $4,372,980 and $3,013,910 9,475,794 6,898,714
Deferred tax asset - 2,404,836
Costs in excess of assets acquired, net 6,464,678 6,334,688
Other assets 1,177,069 981,747
----------- -----------
$19,450,685 $18,030,931
----------- -----------
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
Accounts payable $ 3,484,743 $ 3,595,776
Current portion of long-term debt (net of warrant valuation of
$176,667 and $176,667) 14,251,373 16,788,645
Other current liabilities 848,098 1,497,365
----------- -----------
Total current liabilities 18,584,214 21,881,786
Long-term liabilities:
Notes payable 41,540 32,572
Capital leases 33,646 8,901
----------- -----------
Total long-term obligations 75,186 41,473
Stockholders' equity
Common stock, no par value, authorized 9,000,000 shares,
issued 4,131,324 and 4,131,324 5,518,431 5,518,431
Retained earnings (deficit) (4,727,146) (9,410,759)
----------- -----------
Total stockholders' equity (deficit) 791,285 (3,892,328)
----------- -----------
$19,450,685 $18,030,931
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
Page 3
<PAGE>
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
June 30, June 30,
------------------------ ---------------------
1996 1997 1996 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Restaurant revenue $ 16,860,810 $ 13,652,268 $ 8,145,365 $ 5,854,590
Restaurant royalties 98,419 54,134 39,700 28,337
Express royalties and fees - 102,757 - 64,805
Administrative fees and other 142,501 122,583 30,475 84,920
------------ ------------ ------------ ------------
Total revenue 17,101,730 13,931,742 8,215,540 6,032,652
Restaurant operating expenses:
Cost of revenue 3,308,766 2,796,879 1,683,557 1,239,639
Salaries and wages 5,476,232 5,008,628 2,755,105 2,082,514
Rent 1,489,877 1,340,338 774,017 551,544
Advertising 1,139,754 682,562 481,469 292,726
Other 4,169,871 3,123,328 2,134,542 1,232,444
Depreciation and amortization 595,744 580,890 298,622 256,016
Express operating expenses - 82,412 - 61,048
General and administrative 1,103,804 1,453,687 678,000 711,838
Loss associated with restaurants closed
in 1987 48,750 - 48,750 -
Cost of attempted acquisition and
equity offering 768,389 - 768,389 -
Restructuring costs - 5,159,836 - 5,159,836
------------ ------------ ------------ ------------
Operating income (loss) (999,457) (6,296,818) (1,406,911) (5,554,953)
Interest and other expense 762,642 799,595 404,125 325,031
------------ ------------ ------------ ------------
Income (loss) before income taxes (1,762,099) (7,096,413) (1,811,036) (5,879,984)
Income taxes expense (benefit) (599,672) (2,412,800) (616,800) (1,999,214)
------------ ------------ ------------ ------------
Net income (loss) $ (1,162,427) $ (4,683,613) $ (1,194,236) $ (3,880,770)
------------ ------------ ------------ ------------
Net income (loss) per share $ (.28) $ (1.13) $ (.29) $ (.94)
Weighted average number of common shares
outstanding 4,131,324 4,131,324 4,131,324 4,131,324
</TABLE>
See accompanying notes to condensed consolidated financial statements.
Page 4
<PAGE>
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION> Six Months Ended
June 30,
------------------------
1996 1997
---- ----
<S> <C> <C>
OPERATING ACTIVITIES
--------------------
Net income (loss) $(1,162,427) $(4,683,613)
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation and amortization 654,637 647,127
Restructuring costs - 4,753,384
Deferred federal income taxes - (2,404,836)
Changes in operating assets and liabilities (increase) decrease in:
Accounts receivable 3,768 (80,707)
Inventory (22,986) 40,762
Prepaid expenses (254,740) (301,787)
Other assets (100,037) (81,225)
Increase (decrease) in:
Accounts payable 1,079,686 27,772
Other current liabilities (612,957) 12,924
----------- -----------
NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES (415,056) (2,070,199)
INVESTING ACTIVITIES
--------------------
Purchase of fixed assets (387,367) (452,136)
----------- -----------
NET CASH PROVIDED BY INVESTING
ACTIVITIES (387,367) (452,136)
FINANCING ACTIVITIES
--------------------
Proceeds from long-term debt 1,085,081 2,787,272
Principal payments on long-term debt and capital lease obligations (255,561) (283,713)
----------- -----------
NET CASH PROVIDED BY FINANCING
ACTIVITIES 829,520 2,503,559
----------- -----------
INCREASE (DECREASE) IN CASH 27,097 (18,776)
Cash at beginning of period 229,462 74,502
----------- -----------
Cash at end of period $ 256,559 $ 55,726
----------- -----------
</TABLE>
See accompanying notes to condensed consolidated financial statements.
Page 5
<PAGE>
Noble Roman's, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. RESTRUCTURING COSTS
During the second quarter of 1997 the Company implemented a plan which
management believes will improve its stores' profitability by
restructuring its operations. This included closing 19 restaurants and
selling four others to a franchisee pursuant to a franchise agreement.
The Company currently owns 48 full-service restaurants, has 11 full
service franchised restaurants and 45 franchised Express locations. The
decision to close and sell certain restaurants was made because some of
the restaurants were operating at a loss, some were marginally
profitable and others were competing in market areas where the Company
operates newer restaurants and where the delivery area and some of the
dine-in market can be serviced by the newer facility. This action has
allowed the Company to consolidate management and supervision in the
remaining restaurants. The Company reported a loss of $5.2 million in
the second quarter of 1997 from this restructuring as a result of
writing off the carrying value of equipment, leasehold improvements,
other assets and accruing for estimated losses and ongoing expenses
relating to those closed restaurants.
2. SUBSEQUENT EVENTS
On November 19, 1997, Noble Roman's, Inc. ("Noble Roman's" or the "Company")
entered into an amended and restated credit agreement with The Provident Bank,
its principal lender. The new agreement provides for the reduction of
previously outstanding debt from approximately $16,900,000 to $11,000,000,
cancellation of previously accrued interest, no interest to be paid or accrued
on such debt until November 1, 1998, interest on such debt of 8% per annum
payable monthly in arrears after November 1, 1998, maturity of the subject
note extended to December, 2001, principal payments on such debt beginning
December 1, 1998 in an amount equal to 50% of excess cash flow as defined in
the agreement, and the cancellation of a previously issued warrant to purchase
465,000 shares of the Company's common stock. In addition, the agreement
provides for a new loan in the amount of $2,580,000 due in December, 2000 with
the interest payable monthly in arrears at a rate of prime plus 2.5% per
annum. These arrangements were made in consideration for a new warrant to
purchase 2,800,000 shares of the Company's common stock with an exercise price
of $.01 per share. Pursuant to entering into the amended and restated credit
facility, the Company issued warrants to purchase an aggregate of 1,000,000
shares of common stock to certain executive officers, with an exercise price
of $.40 per share.
Page 6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Noble Roman's, Inc. and Subsidiaries
Results of Operations - Six-month and three-month periods ended June 30, 1996
and 1997
The following table sets forth the percentage relationship to total revenue of
the listed items included in Noble Roman's condensed consolidated statement of
operations. Certain items are shown as a percentage of restaurant revenue.
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
June 30, June 30,
-------------------- --------------------
1996 1997 1996 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue:
Restaurant revenue 98.6% 98.0% 99.1 97.0%
Restaurant royalties .6 .4 .5 .5
Express royalties and fees - .7 - 1.1
Administrative fees and other .8 .9 .4 1.4
----- ----- ----- -----
100.0 100.0 100.0 100.0
Restaurant operating expenses (1):
Cost of revenue 19.6 20.5 20.7 21.2
Salaries and wages 32.5 36.7 33.8 35.6
Rent 8.8 9.8 9.5 9.4
Advertising 6.7 5.0 5.9 5.0
Other 24.7 22.9 26.2 21.1
Depreciation and amortization 3.5 4.2 3.6 4.2
Express operating expense - .6 - 1.0
General and administrative 6.5 10.4 8.3 11.8
Loss from withdrawn acquisition and offering 4.5 - 9.4 -
and restaurants closed in 1987
Restructuring costs - 37.0 - 85.5
----- ----- ----- -----
Operating income (loss) (5.6) (45.2) (16.5) (92.1)
Interest 4.5 5.7 4.9 5.4
----- ----- ----- -----
Income (loss) before income taxes (10.0%) (50.9%) (21.5%) (97.5%)
</TABLE>
(1) As a percentage of restaurant revenue
During the second quarter of 1997 the Company implemented a plan which
management believes will improve its stores' profitability by restructuring
its operations. This included closing 19 restaurants and selling four others
to a franchisee pursuant to a franchise agreement. As of December 1997, the
Company owns 48 full-service restaurants, has 11 full service franchised
restaurants and 45 franchised Express locations. The decision to close and
sell certain restaurants was made because some of the restaurants were
operating at a loss, some were marginally profitable and others were competing
in market areas where the Company operates newer restaurants and where the
delivery area and some of the dine-in market can be serviced by the newer
facility. This action has allowed the Company to consolidate management and
Page 7
<PAGE>
supervision in the remaining restaurants. The Company reported a loss of $5.2
million in the second quarter of 1997 from this restructuring as a result of
writing off the carrying value of equipment, leasehold improvements, other
assets and accruing for estimated losses and ongoing expenses relating to
those closed restaurants.
Total revenue decreased $3.2 million, or 18.5%, and $2.2 million, or 26.6%,
for the six-month and three-month periods ended June 30, 1997, respectively,
compared to same periods in 1996. The principal reason for the decrease was
the result of closing 19 restaurants in the second quarter of 1997. In
addition the decreases were partially the result of same store sales declines
which were 7.5% and 4.9% for the six-month and three-month periods ended June
30, 1997, respectively, compared to the same periods in 1996.
Cost of revenue as a percentage of restaurant revenue increased from 19.6% and
20.7% to 20.5% and 21.2%, for the six-month and three-month periods ended June
30, 1996 and 1997, respectively. This increase was primarily the result of
higher discounts to the menu price in an effort to rebuild customer count.
Salaries and wages increased as a percentage of restaurant revenue from 32.5%
and 33.8% to 36.7% and 35.6%, for the six-month and three-month periods ended
June 30, 1996 and 1997, respectively. These increases were the result of
additional staffing to accommodate increased customer count from a discount
promotion, same store sales declines and inefficiencies in scheduling as a
result of inexperienced store level management.
General and administrative expenses as a percentage of total revenue increased
from 6.5% and 8.3% to 10.4% and 11.8% for the six-month and three-month
periods ended June 30, 1996 and 1997, respectively. This increase was
primarily attributable to additional supervision cost in the first quarter and
to the decline in total revenue in the second quarter. As a result of the
restructuring plan, the Company has substantially reduced its general and
administrative expenses.
Operating income decreased from a loss of $999,000 and a loss of $1.4 million
to a loss of $6.3 million and a loss of $5.3 million during the six-month and
three-month periods ended June 30, 1996 and 1997, respectively. The primary
reason for greater loss in 1997 was the restructuring cost of $5.2 million.
Without the restructuring charge the three-month period ended June 30, 1997
compared to the same period in 1996 improved by approximately $300,000, net of
the failed acquisition cost in 1996.
Interest and other expense increased from $763,000 to $800,000 and decreased
from $404,000 to $325,000 for the six-month and three-month periods ended June
30, 1996 and 1997, respectively. Interest expense has not been accrued for a
portion of 1997 because the interest was forgiven as a part of the financial
restructuring discussed below under "Liquidity and Capital Resources".
Net income (loss) decreased from a loss of $1.2 million and $1.2 million to a
net loss of $4.7 million and $3.9 million during the six-month and three-month
periods ended June 30, 1996 and 1997, respectively. The net loss increase was
the result of the restructuring costs in the second quarter of 1997. Without
the restructuring costs the net loss was reduced in the three-month period
ended June 30, 1997 by approximately $211,000, net of the failed acquisition
cost in 1996.
Page 8
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Historically, the Company's principal capital requirements arose from the
costs associated with the development and opening of new restaurants and
refurbishment of existing restaurants, however, no new restaurants have been
opened in 1997. The Company's primary sources of working capital are cash
flow from operations and borrowings under a credit facility.
Capital expenditures were $452,136 and $387,366 for the first six month
periods in 1997 and 1996, respectively.
On March 25, 1996, the Company signed a Letter of Intent whereby it would have
acquired Papa Gino's Holdings Corp. (a 180 unit pizza restaurant chain in
seven northeastern states) through a merger transaction whereby the
stockholders of Papa Gino's Holding Corp. would have received approximately
2.25 million shares of a to-be-authorized class of non-voting common stock of
the Company. Among other things, this transaction was conditioned on a public
equity offering, implementation of a senior credit facility, a definitive
agreement and shareholder approval. Because of delays and uncertainties in
negotiating a definitive agreement, the Company and Papa Gino's mutually
agreed to terminate the Letter of Intent on June 10, 1996. The expenses
incurred with regard to the proposed acquisition and offering aggregated
approximately $880,862. In addition, deterioration in operating controls
during this effort as a result of senior management's focus on that activity
created a severe shortage of working capital.
From March, 1995 through June, 1996 the Company's senior management had to
focus almost all of its time on arranging for financing and the unsuccessful
attempted acquisition of a 180 unit regional pizza restaurant chain operating
in seven northeastern states. As a result, the Company's current operations
severely deteriorated resulting in personnel turnover, poor service and
difficulties with operational standards and controls.
On November 19, 1997, Noble Roman's, Inc. ("Noble Roman's" or the "Company")
entered into an amended and restated credit agreement with The Provident Bank,
its principal lender. The new agreement provides for the reduction of
previously outstanding debt from approximately $16,900,000 to $11,000,000,
cancellation of previously accrued interest, no interest to be paid or accrued
on such debt until November 1, 1998, interest on such debt of 8% per annum
payable monthly in arrears after November 1, 1998, maturity of the subject
note extended to December, 2001, principal payments on such debt beginning
December 1, 1998 in an amount equal to 50% of excess cash flow as defined in
the agreement, and the cancellation of a previously issued warrant to purchase
465,000 shares of the Company's common stock. In addition, the agreement
provides for a new loan in the amount of $2,580,000 due in December, 2000 with
the interest payable monthly in arrears at a rate of prime plus 2.5% per
annum. These arrangements were made in consideration for a new warrant to
purchase 2,800,000 shares of the Company's common stock with an exercise price
of $.01 per share. Pursuant to entering into the amended and restated credit
facility, the Company issued warrants to purchase an aggregate of 1.0 million
shares of common stock to certain executive officers, with an exercise price
of $.40 per share.
Management has sought to improve operations with the ongoing addition of new
management and supervisory personnel, extensive training, the implementation
of better controls and the restructuring plan completed in the second quarter
of 1997 which included closing and selling a portion of its restaurants and
concentrating its efforts and management personnel on the remaining
restaurants. In addition, the Company began franchising Noble Roman's Pizza
Express in December, 1996 and by year-end 1997 expects to have approximately 50
units in operation. Based upon market reaction to date, the Company believes
that its Pizza Express concept offers significant growth potential in 1998.
The Company earns approximately $5,500 in fees and commissions for each new
unit opened and also receives weekly royalty payments equal to 7% of sales in
each unit open.
Based upon the amendments to the credit agreement, planned improvements in its
existing full-service restaurants and the planned growth in the new franchised
Express business, management believes the Company will generate sufficient
cash flow to meet its obligations and to carry out its current business plans.
Currently, the Company anticipates that its capital requirements in 1998 will
be approximately $500,000 for improvements to its existing full-service
restaurants. The Company also anticipates that most of the Company's growth
during 1998 will be generated from franchising of its new Express concept.
Page 9
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
From time to time, the Company is involved in litigation relating to
claims arising out of its normal business operations. The Company
believes that none of its current proceedings, individually or in the
aggregate, will have a material adverse effect on the Company.
ITEM 2. CHANGES IN SECURITIES.
As of November 19, 1997, the Company entered into an amended and
restated credit facility with its bank. In connection with such
amendment: (i) the bank surrendered warrants to purchase 465,000
shares of Common Stock; (ii) the Company issued to the bank warrants
to purchase 2.8 million shares of Common Stock with an exercise price
of $.01 per share; and (iii) the Company issued to certain executive
officers warrants to purchase an aggregate of 1.0 million shares of
Common Stock with an exercise price of $.40 per share. The foregoing
warrants were issued in transactions not involving a public offering
in reliance upon the exemption provided pursuant to Section 4(2) under
the Securities Act of 1933, as amended.
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
Page 10
<PAGE>
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: December 12, 1997 /s/ Paul W. Mobley
-------------------------- -----------------------------------
Paul W. Mobley, President
(Principal Executive Officer)
Date: December 12, 1997
--------------------------
/s/ Mitchell E. Katz
-----------------------------------
Mitchell E. Katz
(Chief Financial Officer)
Page 11
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 55,726
<SECURITIES> 0
<RECEIVABLES> 488,747
<ALLOWANCES> 0
<INVENTORY> 835,176
<CURRENT-ASSETS> 1,410,946
<PP&E> 9,912,624
<DEPRECIATION> (3,013,910)
<TOTAL-ASSETS> 18,030,931
<CURRENT-LIABILITIES> 21,881,786
<BONDS> 41,473
0
0
<COMMON> 5,518,431
<OTHER-SE> (9,410,759)
<TOTAL-LIABILITY-AND-EQUITY> 18,030,931
<SALES> 13,652,268
<TOTAL-REVENUES> 13,931,742
<CGS> 2,796,879
<TOTAL-COSTS> 10,154,856
<OTHER-EXPENSES> 7,276,825
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 799,595
<INCOME-PRETAX> (7,096,413)
<INCOME-TAX> (2,412,800)
<INCOME-CONTINUING> (4,683,613)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,683,613)
<EPS-PRIMARY> (1.13)
<EPS-DILUTED> (1.13)
</TABLE>
