United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 10-Q
-----------------------
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
--- EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 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 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 June 13, 1997, there were 4,131,324 shares of Common Stock, no par
value, outstanding.
Page 1 of 11
<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 March 31, 1997 Page 3
Condensed consolidated statements of operations for the three
months ended March 31, 1996 and 1997 Page 4
Condensed consolidated statements of cash flows for the three
months ended March 31, 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.
Page 2 of 11
<PAGE>
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
(Unaudited)
December 31, March 31,
1996 1997
Assets ------------ -----------
------
<S> <C> <C>
Current assets:
Cash $ 74,502 $ 82,551
Accounts receivable 947,924 968,069
Inventories 947,644 981,406
Prepaid expenses 363,074 744,723
------------- -------------
Total current assets 2,333,144 2,776,749
Property and equipment, less accumulated depreciation and
amortization of $4,372,980 and $4,612,690 9,475,794 9,455,135
Deferred tax asset - 405,622
Costs in excess of assets required, net 6,464,678 6,399,683
Other assets 1,177,069 1,211,419
------------- -------------
$ 19,450,685 $ 20,248,608
------------- -------------
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
Accounts payable $ 3,484,743 $ 3,465,426
Current portion of long-term debt (net of warrant
valuation of $176,667 and $176,667) 14,251,373 16,035,661
Other current liabilities 848,098 688,802
------------- -------------
Total current liabilities 18,584,214 20,189,889
Long-term liabilities:
Notes payable 41,540 36,850
Capital leases 33,646 33,427
------------- -------------
Total long-term obligations 75,186 70,277
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 (4,727,146) (5,529,989)
------------- -------------
Total stockholders' equity 791,285 (11,558)
------------- -------------
$ 19,450,685 $ 20,248,608
============= =============
</TABLE>
See accompanying notes to condensed consolidated financial statements
Page 3 of 11
<PAGE>
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------
1996 1997
---- ----
<S> <C> <C>
Restaurant revenue $ 8,715,445 $ 7,797,678
Royalties 58,719 32,749
Administrative fees and other 112,026 68,663
------------ -----------
Total revenue 8,886,190 $ 7,899,090
Restaurant operating expenses:
Cost of revenue 1,625,209 1,557,240
Salaries and wages 2,721,127 2,926,114
Rent 715,860 788,794
Advertising 658,285 389,836
Other 2,035,329 1,890,884
Depreciation and amortization 297,122 324,874
General and administrative 425,804 763,213
------------ -----------
Operating income 407,454 (741,865)
Interest 358,517 474,564
------------ -----------
Income (loss) before income taxes 48,937 (1,216,429)
Income taxes (benefit) 17,128 (413,586)
------------ -----------
Net income (loss) $ 31,809 $ (802,843)
============ ===========
Net income (loss) per share $ .01 $ (.19)
Weighted average number of common shares outstanding 4,131,324 4,131,324
</TABLE>
See accompanying notes to condensed consolidated financial statements
Page 4 of 11
<PAGE>
Noble Roman's Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------
1996 1997
---- ----
<S> <C> <C>
OPERATING ACTIVITIES
--------------------
Net income $ 31,809 $ (802,843)
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation and amortization 297,122 324,874
Deferred federal income taxes - (405,622)
Changes in operating assets and liabilities (increase) decrease in:
Accounts receivable (486) (20,145)
Inventory 2,981 (33,762)
Prepaid expenses (228,354) (381,649)
Other assets - (54,080)
Increase (decrease) in:
Accounts payable 260,036 (19,317)
Accrued expenses (403,592) (155,912)
------------- ------------
NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES (40,484) (1,548,456)
INVESTING ACTIVITIES
--------------------
Purchase of equipment (314,610) (219,490)
------------- ------------
NET CASH PROVIDED BY (USED IN) INVESTING
ACTIVITIES (314,610) (219,490)
FINANCING ACTIVITIES
--------------------
Proceeds from long-term debt 363,279 2,034,288
Principal payments on long-term debt and capital lease obligations (14,568) (258,293)
------------- ------------
NET CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES 348,711 1,775,995
------------- ------------
INCREASE (DECREASE) IN CASH (6,383) 8,049
Cash at beginning of period 229,462 74,502
------------- ------------
Cash at end of period $ 223,079 $ 82,551
------------- ------------
</TABLE>
See accompanying notes to condensed consolidated financial statements
Page 5 of 11
<PAGE>
Noble Roman's Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. SUBSEQUENT EVENTS
On May 31, 1997, the Company closed 18 of its restaurants. This
action was taken because some of those restaurants were operating at a loss,
some were only marginally profitable, and others were closed because they were
competing in market areas where the Company has newer restaurants and where
the delivery area and some of the dine-in market can be serviced by the newer
facility. This action also allows the Company to consolidate management and
supervision to have better operations by the utilization of the Company's most
effective supervision staff directly supervising the remaining restaurants.
The Company expects a substantial charge-off of equipment, leasehold
improvements and an accrual for ongoing expenses to be reported in the quarter
ending June 30, 1997. The net book value of the assets relating to the closed
restaurants is approximately $2 million.
Page 6 of 11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Noble Roman's, Inc. and Subsidiaries
Results of Operations - Comparison of three month periods ended March 31, 1996
and 1997
The following table sets forth the percentage relationship to total revenue of
the listed items included in Noble Roman's consolidated statement of
operations. Certain items are shown as a percentage of restaurant revenue.
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------
1996 1997
---- ----
<S> <C> <C>
Revenue:
Restaurant revenue 98.0% 98.7%
Royalties .7 .4
Administrative fees and other 1.3 .9
----- -----
100.0 100.0
Restaurant operating expenses (1):
Cost of revenue 18.6 20.0
Salaries and wages 31.2 37.5
Rent 8.2 10.1
Advertising 7.6 5.0
Other 23.4 24.2
Depreciation and amortization 3.3 4.1
General and administrative 4.8 9.7
----- -----
Operating income (loss) 4.6 (9.4)
Interest 3.8 6.0
----- -----
Income (loss) before federal income taxes .8% (15.4%)
</TABLE>
(1) As a percentage of restaurant revenue
Page 7 of 11
<PAGE>
Total revenue decreased 11.1% in the three months ended March 31,
1997, from $8.9 million in 1996 to $7.9 million in the three months ended
March 31, 1997, most significantly from a 10.5% decrease in restaurant
revenue. This decrease is primarily the result of a decline in same store
sales primarily as a result of doing a very high discount promotion in order
to rebuild customer count. Customer count did increase, however, not enough
to offset the discount in menu prices.
Cost of revenue as a percentage of restaurant revenue increased from
18.6% in the first three months of 1996 to 20.0% in the same period in 1997.
The increase was primarily the result of the discounts to the menu price in an
effort to rebuild customer count during February and March, 1997. Salaries
and wages increased as a percentage of restaurant revenue from 31.2% for the
first three month period in 1996 to 37.5% in the same period in 1997. The
increase was a result of heavily staffing to accommodate the increased
customer count from the discount promotion, however, the revenue declined as a
result of the steep discounting.
General and administrative expenses as a percentage of total revenue
increased from 4.8% during the three months ended March 31, 1996 to 9.7% in
the same period in 1997. This increase was partially attributable to the
decline in revenue and partially due to having more supervisory staff during
the first three months of 1997 compared to the same period in 1996. Since
March 31, 1997, these costs have been reduced substantially.
Operating income decreased from $407 thousand in the three month
period ended March 31, 1996 to a loss of $742 thousand in the same period in
1997. Operating income decreased as a percentage of total revenue from 4.6%
in the first three months of 1996 to a loss of 9.4% in the same period in
1997.
Interest expense increased from $359 thousand for the first three
month period ended March 31, 1996 to $475 thousand in the same period in 1997.
The increase is the result of an increase in the amount of outstanding debt.
Income before federal income taxes decreased from $49 thousand for
the three month period in 1996 to a loss of $1,216 thousand in the same period
in 1997. The decrease was primarily attributable to the factors discussed
above. 1997 net income decreased from $32 thousand for the three month period
in 1996 to a loss of $803 thousand in the same period in 1997. The company
recognized a tax benefit of $414 thousand related to its operating loss.
Management believes it likely that the deferred tax credits will be utilized
in the current fiscal year.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Company's principal capital requirements arise from the costs
associated with the development and opening of new restaurants and
refurbishment of existing restaurants. The Company's primary sources of
working capital are cash flow from operations and borrowings under its credit
facilities.
Capital expenditures were $314,610 for the first three month period
in 1996 and $219,490 in the same period in 1997. The Company expands primarily
through the use of leased land and buildings. The capital requirement for new
restaurants in free-standing leased facilities is approximately $150,000 per
restaurant and $15,000 to remodel an existing facility.
Page 8 of 11
<PAGE>
On December 4, 1995, the Company obtained a new credit facility
consisting of a $9,000,000 term loan and a $4,000,000 revolving line of credit
with stated maturity in 2001. This credit facility was used to refinance
substantially all prior outstanding indebtedness of the Company.
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.
On December 24, 1996, the Company entered into an Amended Credit
Agreement with its bank. This amended agreement added $1.7 million to the
term loan and maintained the $4.0 million revolving line of credit and amended
the financial covenants contained in the agreement consistent with the
Company's then current and anticipated financial condition.
From March, 1995 through June, 1996 the Company's senior management
had to focus almost 100% 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. The
resulting financial performance now has the Company in a severely
over-leveraged financial condition and in default of the terms of its bank
credit facility. As a result, approximately $16 million of bank debt was
reclassified as a current liability at March 31, 1997. The Company is
currently negotiating with the lender with a view to reducing substantially
its bank debt in exchange for issuing equity. There can be no assurance that
the parties will reach an agreement.
Management has sought to improve operations with the ongoing addition
of new management and supervisory personnel, extensive training and the
implementation of better controls.
On May 31, 1997, the Company closed 18 of its restaurants. This
action was taken because some of those restaurants were operating at a loss,
some were only marginally profitable, and others were closed because they were
competing in market areas where the Company has newer restaurants and where
the delivery area and some of the dine-in market can be serviced by the newer
facility. This action also allows the Company to consolidate management and
supervision to have better operations by the utilization of the Company's most
effective supervision staff directly supervising the remaining restaurants.
The Company expects a substantial charge-off of equipment, leasehold
improvements and an accrual for ongoing expenses to be reported in the quarter
ending June 30, 1997. The net book value of the assets relating to the closed
restaurants is approximately $2 million.
Page 9 of 11
<PAGE>
The Company believes its improvement plans are beginning to
demonstrate improved results, and management believes it can return its
restaurants to their historical profitability levels. However, failure to
significantly improve its operating results and/or failure to negotiate an
agreement with its lender will jeopardize the Company's ability to meet its
obligations. The accompanying financial statements do not include any
adjustments that might arise from an adverse outcome of these uncertainties.
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.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
From March, 1995 through June, 1996 the Company's senior management
had to focus almost 100% 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. The resulting financial
performance now has the Company in a severely over-leveraged
financial condition and in default of the terms of its bank credit
facility. As a result, approximately $16 million of bank debt was
reclassified as a current liability at March 31, 1997. The Company
is currently negotiating with the lender with a view to reducing
substantially its bank debt in exchange for issuing equity. There
can be no assurance that the parties will reach an agreement.
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 of 11
<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: June 24, 1997 /s/ Paul W. Mobley
------------------------- ---------------------------
Paul W. Mobley, President
(Principal Executive Officer)
Date: June 24, 1997 /s/ Mitchell E. Katz
------------------------- ---------------------------
Mitchell E. Katz
(Chief Financial Officer)
Page 11 of 11
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 82,551
<SECURITIES> 0
<RECEIVABLES> 968,069
<ALLOWANCES> 0
<INVENTORY> 981,406
<CURRENT-ASSETS> 2,776,749
<PP&E> 14,067,825
<DEPRECIATION> 4,612,690
<TOTAL-ASSETS> 20,248,608
<CURRENT-LIABILITIES> 20,189,889
<BONDS> 70,277
0
0
<COMMON> 5,518,431
<OTHER-SE> (5,529,989)
<TOTAL-LIABILITY-AND-EQUITY> 20,248,608
<SALES> 7,797,678
<TOTAL-REVENUES> 7,899,090
<CGS> 1,557,240
<TOTAL-COSTS> 5,995,628
<OTHER-EXPENSES> 1,088,087
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 474,564
<INCOME-PRETAX> (1,216,429)
<INCOME-TAX> (413,586)
<INCOME-CONTINUING> (802,843)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (802,843)
<EPS-PRIMARY> (.19)
<EPS-DILUTED> (.19)
</TABLE>
