U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2000
NOBLE ROMAN'S, INC.
(Exact name of registrant as specified in its charter)
Indiana 0-11104
(State or other jurisdiction) Commission file number
35-1281154
(I.R.S. Employer
Identification No.)
One Virginia Avenue, Suite 800
Indianapolis, Indiana 46204
Telephone number: (317) 634-3377
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act: Common Stock
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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
As of July 25, 2000 12,605,399 shares of common stock were outstanding and
the aggregate market value of the shares based upon the average of the bid and
asked price held by non-affiliates was approximately $9,798,901
<PAGE>
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
This amendment is being filed to add the Independent Auditors' Report to Item 8
of Form 10-K for the year ended December 31, 1999 as it was inadvertently
omitted from the original filing.
[LETTERHEAD OF LARRY E. NUNN & ASSOCIATES]
To the Board of Directors and
stockholders of Noble Roman's, Inc.
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying consolidated balance sheets of Noble Roman's,
Inc. and subsidiaries as of December 31, 1999 and 1998, and the related
consolidated statements of operations, cash flows and changes in stockholders'
equity (deficit) for the years then ended. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
Statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the consolidated financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Noble Roman's, Inc. and
subsidiaries at December 31. 1999 and 1998, and the results of their operations,
and their cash flows for the years then ended in conformity with generally
accepted accounting principles.
We have examined the accompanying the pro forma adjustments reflecting
transactions as described on the consolidated balance sheet of Noble Roman's,
Inc. and subsidiaries as of December 31, 1999, and the related consolidated
statement of operations for the year then ended. These pro forma adjustments are
based upon management's assumptions and estimates as described in Notes 1
through 3 and are the responsibility of the Company's management. Our
examination was made in accordance with standards established by the American
Institute of Certified Public Accountants and, accordingly included such
procedures as we considered necessary in the circumstances.
The objective at this pro forma financial information is to show what the
significant effects on the historical financial information might have been had
the transactions occurred at an earlier date. However, the pro forma financial
statements are not necessarily indicative of the results or operations or
related effects an financial position that would have been attained had the
described transactions actually occurred earlier.
In our opinion, management's assumptions and estimates provide a reasonable
basis for presenting the significant effects directly attributable to the
described transactions in the consolidated balance sheets, consolidated
statements of operations and the Notes 2 and 3. The related pro forma
adjustments give appropriate effect to those assumptions, and the pro forma
columns reflect the proper application of those adjustments to the historical
consolidated financial statement amounts in the pro forma consolidated balance
sheet as of December 31, 1999 and the consolidated statement of operations for
the year then ended.
/s/ LARRY E. NUNN & ASSOCIATES, LLC
Columbus, Indiana
June 6, 2000
<PAGE>
PART IV
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)1. FINANCIAL STATEMENTS
The following Auditor's Report is being filed as a part of this document
under Item 8. Financial Statements and Supplementary Data.
Independent Auditor's Report of Larry E. Nunn & Associcates, LLC. for the
year ended December 31, 1999.
<PAGE>
SIGNATURES
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Pursuant to the requirements of Section 13 or 15)d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized in the city of
Indianapolis, State of Indiana, on this 1st day of September 2000.
NOBLE ROMAN'S, INC.
By: /s/ Paul W. Mobley
-------------------------------------
Paul W. Mobley, Chairman of the Board
By: /s/ Dan P. Hutchison
-------------------------------------
Dan P. Hutchison, Chief Financial
Officer
