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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark one)
X Annual Report Pursuant to Section 13 or 15(d) of the Securities
- ----- Exchange Act of 1934 for the fiscal year ended December 31, 2002.
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
One Virginia Avenue, Suite 800
Indianapolis, Indiana 46204
(Address of principal executive offices)
Registrant's 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
-----
State the aggregate market value of the voting stock held by non-affiliates
of the registrant. The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specified date within 60 days prior to the date of filing.
$6,753,885 as of February 24, 2003
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date:
16,166,158 shares of common stock as of February 24, 2003
Documents Incorporated by Reference: None
NOBLE ROMAN'S, INC.
FORM 10-K
Year Ended December 31, 2002
Table of Contents
Item #
in Form 10-K Page
PART I
1. Business 3
2. Properties 7
3. Legal Proceedings 7
4. Submission of Matters to a Vote of Security Holders 7
PART II
5. Market for Registrant's Common Equity and Related Stockholder Matters 7
6. Selected Financial Data 8
7. Management's Discussion and Analysis of Financial Condition and
Results of Operations 9
8. Financial Statements and Supplementary Data 14
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 23
PART III
10. Directors and Executive Officers of the Registrant 23
11. Executive Compensation 24
12. Security Ownership of Certain Beneficial Owners and Management 25
13. Certain Relationships and Related Transactions 27
PART IV
14. Exhibits, Financial Statements Schedules and Reports on Form 8-K 28
PART 1
ITEM 1. BUSINESS
General Information
- -------------------
Noble Roman's, Inc. (the "Company") sells and services franchises for
non-traditional and co-branded foodservice operations under the trade names
"Noble Roman's Pizza", "Noble Roman's Cafe-To-Go" and "Noble Roman's Express".
The concept's hallmarks include high quality pizza products, simple operating
systems, labor-minimizing operations, attractive food costs and overall
affordability. The Company has over 30 years experience operating full-service
pizza restaurants, giving it unique advantages in the design and consultation of
foodservice systems for franchisees. Since 1997, the Company has awarded
approximately 1,050 non-traditional and co-branded franchises in 44 states plus
Washington, D.C., Puerto Rico, Guam, Italy and Canada. Since the franchises are
typically installed in pre-existing, high-traffic commercial, military,
educational and recreational facilities, a typical franchise requires an
investment of approximately $20,000 to $45,000 per location.
The Company launched another variation of the concept in August 2002 called
"Noble Roman's Cafe-To-Go". This concept was developed to provide pizza-focused
foodservice for locations which need to add foodservice but require something
even simpler and with less space than the Company's standard concept. This
concept features many of the great tasting products offered under the standard
concept, but is designed to be self-service: the products arrive on location
already fully prepared, and the customer bakes their food selection in a
self-service unit. The concept requires no additional labor and only requires 12
square feet of floor space. The innovative, patent-pending "Pizza Bake Ovens"
produce fresh baked, great tasting individual size pizzas in approximately 3 1/2
minutes. To date, the Company has sold 31 Cafe-To-Go units.
Products & Systems
- ------------------
Noble Roman's Pizza
- -------------------
Prior to franchising non-traditional and co-branded locations in 1997, the
company invested considerable time and manpower to engineer a selection of high
quality products and easy to implement systems that would appeal to prospective
franchisees. Using its 30 years of experience in operating pizza restaurants and
its highly regarded, scratch-made products served in its traditional restaurants
as a baseline for quality standards, the Company carefully developed specially
engineered dough products that are manufactured by third party vendors and
distributed throughout all 48 contiguous states by an unrelated distributor, in
a ready-to-use form requiring only on-site assembly and baking. The results are
products that are great tasting, quality consistent, easy to assemble,
relatively low in food cost and require very low amounts of labor.
The operating systems are also uniquely developed for simplicity of operation
and for minimizing hourly labor requirements and management intensiveness.
Operational layout, product pre-preparation, assembly and baking, and customer
fulfillment were all designed to function efficiently and cost-effectively with
minimal space requirements. Service systems are customizable by franchise venue,
but generally the customers either select from a variety of instantly available
grab-and-go products in an attractive
countertop kiosk display, or made and baked-to-order traditional large pizzas
with their favorite toppings. Pizzas and all other menu items have been designed
for quick assembly and baking through small, stackable conveyor ovens. All menu
items can be ready to serve in approximately seven minutes or less.
A unique feature of the Noble Roman's program is the menu flexibility offered
franchisees. The core package includes such items as 14" large pizzas,
individual sized 7" pizzas and breadsticks with dip. From this core, franchisees
may also select any of the following product extensions: three types of baked
pastas, two flavors of Buffalo wings, three types of hot sandwiches and a
breakfast menu of various biscuit sandwiches, biscuits and gravy and a cinnamon
round. Many potential franchisees are looking for a complete foodservice package
to fit their specific application or desire for add-on sales opportunities.
Noble Roman's product extensions allow the franchisee "one-stop" foodservice
solutions to satisfy their complete needs with one business relationship, one
franchise fee and one set of equipment.
Noble Roman's Cafe-To-Go
- ------------------------
The Cafe-To-Go is a very unique self-service kiosk which contains a refrigerated
display unit, two commercial grade microwaves, two patent-pending self service,
traditional cooking conveyor belt pizza ovens, and a back lit integrated sign.
The customer selects their favorite pizza from the display, drops it in a slot
on one of the pizza ovens and retrieves if from a slot on the other end when the
baking is finished.
In addition, customers may select from two flavors of personal stuffed pizzas,
three types of pasta and two flavors of wings. These items are baked in
microwaves for approximately two minutes by selecting the preset baking program
from the microwave panel. Since the menu items come in fully prepared and
customers serve themselves, the Cafe-To-Go units require no labor to operate
them. Since the kiosk is 6' wide, 2'2" deep and 7'6" high, it only occupies
about 12 square feet of floor space.
Typical Locations & Growth Plans
- --------------------------------
Typical non-traditional locations include military bases, universities,
recreational facilities, hotels, office buildings, convenience stores, travel
plazas and other types of locations with pre-existing customer traffic.
Additionally, the Company has co-branding relationships with other restaurant
chains for both traditional and non-traditional locations. Co-branding allows
the owner of other traditional restaurant franchise locations to add Noble
Roman's products and systems to their menu offerings while utilizing their
existing facility investment and overhead structure. With much of the fixed
overhead required already in place, the Noble Roman's concept can be added with
the potential of extremely attractive margins on the additional sales it
attracts to the location.
The Company has now awarded approximately 1,050 franchises since 1997 in 44
states plus Washington, D.C., Puerto Rico, Guam, Italy and Canada, plus it has
sold approximately 31 Cafe-To-Go units. In addition to the pipeline of sold but
unopened locations, it is the Company's plan to aggressively pursue the sale of
additional franchises. The Company is currently involved in ongoing discussions
and negotiations involving many additional franchise locations.
Company Strategy
- ----------------
The Company's focus will remain on aggressively growing its business through
franchising non-traditional and co-brand locations and through the sale of
Cafe-To-Go units. To accomplish this goal the Company participates in selective
trade shows whereby it rents trade show space sponsored by various industry
organizations. The Company can display both variations of its concept in the
same trade show space and demonstrate it with the same staff. At these trade
shows, the Company displays the concept and prepares, cooks and serves its
various menu items for sampling and demonstration. In addition, the Company
takes its show equipment to various prospects where it sets up a unit in the
prospect's office or in a nearby hotel conference room where the Company
demonstrates its concept and products in private showings for the individual
prospect. For the next several years the Company plans to concentrate its growth
targets to military bases, universities, recreational facilities, hotels, office
buildings, convenience stores, travel plazas and as a co-brand to traditional
restaurant facilities.
Additionally, the Company intends to develop additional growth vehicles to
compliment its existing system for non-traditional locations and its Cafe-To-Go
kiosk. Two such growth opportunities currently being designed are Noble Roman's
Pizza Express and traditional carry-out/delivery units. Both of these growth
opportunities are being developed with state-of-the-art product development,
systems and technology intended to make them uniquely attractive in the
marketplace. Both of these opportunities can be serviced through the Company's
existing infrastructures, and share many aspects in common with the Company's
non-traditional and co-branding development for simplicity of implementation and
oversight.
The Company's strategic direction is to focus its business on its
non-traditional and co-branding opportunities. Given the potential size of the
opportunities in the non-traditional and co-branding segments and the actual
rapid pace of their growth within the Company, the Company completed a
transition from operating restaurants to franchising and servicing
non-traditional franchise locations in 2000 so that it might focus all of its
efforts on franchise sales and services.
Competition
- -----------
The restaurant industry in general is very competitive with respect to
convenience, price, product quality and service. In addition, the Company
competes for franchise sales on the basis of product engineering, investment
cost, cost of sales, distribution, simplicity of operation and labor
requirements. A change in the business strategy or the receptivity of one or
more of the Company's competitors could have an adverse effect on the Company's
ability to sell additional franchises, maintain existing franchises or sell its
products through its franchise system. Many of the Company's competitors are
very large, internationally established companies.
Within the competitive environment of the non-traditional franchise segment of
the restaurant industry, management has defined what it believes to be certain
competitive advantages for the Company. First, several of the Company's
competitors in the non-traditional segment are also large chains operating
thousands of franchised, traditional restaurants. Because of the contractual
relationships with many of their franchisees, some competitors may be unable to
offer wide-scale site availability for potential non-traditional franchisees.
The Company is not faced with any significant restrictions.
Several of the Company's competitors in the non-traditional segment were
established with little or no organizational history in owning and operating
traditional foodservice locations. This lack of operating experience may be a
limitation for them in attracting and maintaining non-traditional franchisees
who, by the nature of the segment, often have little exposure to foodservice
operations themselves. The Company's background in traditional restaurant
operations has provided it experience in structuring, planning, marketing, and
cost controlling which may be of material benefit to franchisees.
Seasonality of Sales
- --------------------
Direct sales of non-traditional franchises may be affected in minor ways by
certain seasonalities and holiday periods. Franchise sales to certain
non-traditional venues may be slower around major holidays such as Thanksgiving
and Christmas, and during the first couple of months of the year. Franchise
sales to other non-traditional venues show less or no seasonality. Additionally,
in middle and northern climates where adverse winter weather conditions may
hamper outdoor travel or activities, foodservice sales by franchisees may be
sensitive to sudden drops in temperature or precipitation which would in turn
effect Company royalties.
Employees
- ---------
As of February 18, 2003, the Company employed approximately 28 persons full-time
and 31 persons on a part-time, hourly basis. No employees are covered under
collective bargaining agreements, and the Company believes that relations with
its employees are good.
Trademarks and Service Marks
- ----------------------------
The Company owns and protects several trademarks and service marks. Many of
these, including NOBLE ROMAN'S (R), Noble Roman's Pizza(R), Noble Roman's Pizza
Express(TM) and THE BETTER PIZZA PEOPLE (R) are registered with the United
States Patent and Trademark Office as well as with the corresponding agencies of
certain other foreign governments. The company believes that its trademarks and
service marks have significant value and are important to its sales and
marketing efforts.
Government Regulation
- ---------------------
The company and its franchisees are subject to various federal, state and local
laws affecting the operation of our respective businesses. Each Noble Roman's
location is subject to licensing and regulation by a number of governmental
authorities, which include health, safety, sanitation, building and other
agencies and ordinances in the state or municipality in which the facility is
located. The process of obtaining and maintaining required licenses or approvals
can delay or prevent the opening of a franchise location. Vendors, such as our
third party production and distribution services, are also licensed and subject
to regulation by state and local health and fire codes, and Department of
Transportation regulations. The Company, its franchisees and its vendors are
also subject to federal and state environmental regulations.
The Company is subject to Federal Trade Commission ("FTC") regulation and
various state agencies and laws regulating the offer and sale of franchises.
Several states also regulate aspects of the franchisor-franchisee relationship.
The FTC requires us to furnish to prospective franchisees a franchise offering
circular containing certain specified information. Some states also regulate the
sale of franchises and require registration of the franchise offering circular
with state authorities. Substantive state laws that regulate the
franchisor-franchisee relationship presently exist in a substantial number of
states, and bills have been introduced in Congress from time to time that would
provide for federal regulation of the franchisor-franchisee relationship in
certain respects. The state laws often limit, among other things, the duration
and scope of non-competition provisions and the ability of a franchisor to
terminate or refuse to renew a franchise. Some foreign countries also have
disclosure requirements and other laws regulating franchising and the
franchisor-franchisee relationship, and the Company would be subject to
applicable laws in each jurisdiction where franchised units may become
established.
ITEM 2. PROPERTIES
The Company's headquarters are located in 8,000 square feet of leased office
space in Indianapolis, Indiana. The lease for this property expires in December
2003.
ITEM 3. 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Market Information
- ------------------
The Company's common stock is included on Nasdaq "Electronic Bulletin Board" and
trades under the symbol "NROM".
The following table sets forth for the periods indicated, the high and low bid
prices per share of common stock as reported by Nasdaq. The quotations reflect
inter-dealer prices without retail mark-up, mark-down or commissions and may not
represent actual transactions.
2001 2002 2003
---- ---- ----
Quarter Ended: High Low High Low High Low
March 31 $ 1.81 $ .97 $ 1.06 $ .75 $ .95 $ .65
June 30 2.10 1.06 1.08 .92
September 30 1.90 1.30 1.06 .55
December 31 1.40 .70 1.03 .60
*Includes transactions through February 21, 2003.
Holder of Record
- ----------------
As of February 24, 2003, the Company believes there were approximately 377
holders of record of common stock. This excludes persons whose shares are held
of record by a bank, brokerage house or clearing agency.
Dividends
- ---------
The Company has never declared or paid dividends on its common stock. The
Company intends to retain earnings to fund the development and growth of its
business and does not expect to pay any dividends within the foreseeable future.
The Company's current credit facilities prohibit the Company from paying
dividends or shareholder distributions.
Sale of Unregistered Securities
- -------------------------------
During 2002, the Company issued 115,000 shares of authorized common stock in
payment of certain obligations related to its discontinued operations.
ITEM 6. SELECTED FINANCIAL DATA (In thousands except per share data)
Year Ended December 31,
--------------------------------------------------------
Statement of Operations Data: 1998 1999 2000 2001 2002
-------- -------- -------- -------- --------
Royalties and fees $ 2,286 $ 3,351 $ 4,760 $ 5,162 $ 5,644
Administrative fees and other 189 458 798 306 294
Restaurant revenue 23,307 -- -- 279 711
-------- -------- -------- -------- --------
Total revenue 25,782 3,809 5,559 5,747 6,649
Express operating expenses 839 1,611 1,903 2,051 2,152
Restaurant operating expenses 26,513 -- -- 266 702
Depreciation and amortization 59 65 58 54 63
General and administrative 841 849 1,265 1,207 1,255
-------- -------- -------- -------- --------
Operating income (loss) (2,469) 1,285 2,332 2,169 2,477
Interest 1,387 1,902 1,276 1,255 1,254
-------- -------- -------- -------- --------
Income before income taxes and
extraordinary item (3,856) (617) 1,055 914 1,223
Income taxes (benefit) (1,311) (210) 359 311 416
-------- -------- -------- -------- --------
Net income (loss) from continuing operations $ (2,545) $ (407) $ 696 $ 603 $ 807
Income (loss) from discontinued operations and
extraordinary items 396 (10,303) (165) (1,671) (313)
-------- -------- -------- -------- --------
Net income (loss) $ (2,150) $(10,714) $ 531 $ (1,068) $ 494
Weighted average number of common shares 4,131 6,015 11,371 14,794 16,058
Net income (loss) per share from continuing
operations $ (.62) $ (.07) $ .06 $ .04 $ .05
Income (loss) per share from discontinued
operations and extraordinary items .10 (1.71) (.01) (.11) (.02)
-------- -------- -------- -------- --------
Net income (loss) per share $ (.52) $ (1.78) $ .05 $ (.07) $ .03
-------- -------- -------- -------- --------
Balance sheet data (at year end):
Working capital (deficit) $ (2,241) $ (3,552) $ 1,249 $ (83) $ 16
Total assets 19,143 14,049 12,995 13,192 13,601
Long-term obligations 14,187 16,937 9,999 10,141 9,232
Stockholders' equity (deficit) $ 1,076 $ (9,235) $ 1,688 $ 675 $ 1,168
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Introduction
- ------------
The Company's strategic direction is to focus its business on its
non-traditional and co-branding opportunities. Given the potential size of the
opportunities in the non-traditional and co-branding segments and the actual
rapid pace of their growth within the Company, in order to focus all of its
efforts on franchise services, the Company completed a transition from operating
restaurants to franchising and servicing non-traditional franchise locations in
2000
The franchising concept was designed to capitalize on the rapid growth of
non-traditional locations for quick service restaurants and to be simple to
operate, requiring a modest investment, with minimal staffing requirements while
serving great tasting pizza and related products. The concept was designed to
also be convenient and quick for its customers. Based on experience to date, the
Company believes that franchising offers many opportunities for growth for the
foreseeable future.
The Company launched another variation of the concept in August 2002 called
"Noble Roman's Cafe-To-Go". This concept was developed to provide pizza-focused
foodservice for locations which need to add foodservice but require something
even simpler and less space than the Company's standard concept. This concept
features many of the great tasting products as are offered under the standard
concept and is designed to be self-service where the food arrives already fully
prepared and the customer bakes the food in a self-service unit. The concept
requires no additional labor and only requires 12 square feet of floor space.
The innovative, patent-pending "Pizza Bake Ovens" produce fresh baked, great
tasting personal pizzas in approximately 3 1/2 minutes. The Company has
undertaken an aggressive marketing plan nationwide and believes there is a very
large market whereby the Company can accelerate its growth with this additional
variation. To date, the Company has sold 31 Cafe-To-Go units.
Based on the Company's 2000, 2001 and 2002 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,
the Company's trends and the results of its operations thus far in 2003,
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 following table sets forth the 2000, 2001 and 2002 operating results
included in the Company's consolidated statement of operations.
ProForma Consolidated Statement of Operations
Noble Roman's, Inc. and Subsidiaries
Years Ended December 31,
------------------------------------------------------------------------
2000 2001 2002
---- ---- ----
Royalties and fees $4,760,429 85.6% $5,161,648 89.8% $5,644,548 84.9%
Administrative fees and other 798,538 14.4 305,928 5.3 293,668 4.4
Restaurant revenue -- 0.00 279,369 4.9 710,600 10.7
---------- ---- ---------- ---- ---------- ----
Total revenue 5,558,967 100.0 5,746,945 100.0 6,648,816 100.0
Express operating expenses:
Salaries and wages 971,682 17.5 1,010,217 17.6 1,090,251 16.4
Trade show expense 210,000 3.8 197,824 3.4 180,866 2.7
Travel expense 240,300 4.3 181,140 3.2 242,470 3.6
Other operating expense 481,338 8.7 661,755 11.5 638,360 9.6
Restaurant expenses -- 0.0 266,176 4.6 701,555 10.6
Depreciation and amortization 58,411 1.1 53,978 .9 63,364 1.0
General and administrative $1,265,697 22.8 1,207,043 21.0 1,254,551 18.9
---------- ---- ---------- ---- ---------- ----
Operating income 2,331,539 41.9 2,168,812 37.7 2,477,399 37.3
Interest expense 1,276,266 23.0 1,254,976 21.8 1,254,803 18.9
---------- ---- ---------- ---- ---------- ----
Income before income taxes 1,055,273 19.0 913,836 15.9 1,222,595 18.4
Income taxes 358,793 6.5 310,704 5.4 415,682 6.3
---------- ---- ---------- ---- ---------- ----
Net income from continuing
operations $ 696,481 12.5% $ 603,132 10.5% 806,913 12.1%
2002 Compared with 2001
- -----------------------
Total revenue increased from $5.7 million to $6.6 million, or a 15.7 % increase.
Approximately one-half of this growth was due to growth in the number of
franchise locations open and from the new Cafe-To-Go concept. The remainder of
the growth in revenues was the result of opening three military base in Rhode
Island and Virginia as Company operations. The Company only plans to operate
these three locations temporarily until a qualified franchisee can be located.
Royalties and fees increased from $5.2 million in 2001 to $5.6 million in 2002,
or a 9.4 % increase. This increase was the result of the growth in the number of
franchise locations and Cafe-To-Go units open.
Revenues from administrative fees and other decreased from $306 thousand in 2001
to $294 thousand in 2002. This decrease was the result of the Company
discontinuing to offer accounting services for fees in early 2001.
Restaurant revenues increased from $279 thousand in 2001 to $711 thousand in
2002. This increase was the result of adding three military base in Rhode Island
and Virginia as Company operations during 2002. The Company only plans to
operate these three locations temporarily until a qualified franchisee can be
located.
Salaries and wages decreased from 17.6%, of revenue, in 2001 to 16.4%, of
revenue, in 2002. This decrease was primarily the result of the growth in the
number of franchise locations open utilizing the
same operational staff partially offset by the hiring of additional sales staff
in order to accelerate growth in the future.
Trade show expenses decreased from 3.4%, of revenue, in 2001 to 2.7%, of
revenue, in 2002. This decrease was the result of the growth in revenue while
participating in approximately the same number of trade shows.
Travel expenses increased from 3.2 %, of revenue, in 2001 to 3.6%, of revenue,
in 2002. This increase was the result of growth further away from the home
office in 44 states plus Washington, D.C., Guam, Puerto Rico, Italy and Canada
Other operating expenses decreased from 11.5%, of revenue, in 2001 to 9.6%, of
revenue, in 2002. This decrease was the result of the increase revenue with the
same operating structure.
Restaurant expenses increased from 4.6%, of revenue, in 2001 to 10.6%, of
revenue, in 2002. This increase was the result of adding three military base in
Rhode Island and Virginia as Company operations during 2002. The Company only
plans to operate these three locations temporarily until a qualified franchisee
can be located.
General and administrative expenses decreased from 21.0%, of revenue, in 2001 to
18.9%, of revenue, in 2002. This decrease was the result of the growth in
revenue with the same general administrative structure over the last three
years.
Operating income increased from $2.2 million in 2001 to $2.5 million in 2002, or
a 14.2% increase. This increase was the result of continued growth in revenues
from franchising by utilizing the operational structure previously put in place
for that growth.
Net income before extraordinary items increased from $603 thousand in 2001 to
$807 thousand in 2002, or a 33.8% increase. This increase was the result of
continued growth of revenues from franchising by utilizing the operational
structure previously put in place for that growth.
The Company recognized a loss from discontinued operations in 2002 of $313
thousand, including a reserve of $263 thousand, for future cost of those
discontinued operations. The Company believes the reserve is adequate to cover
those future costs.
2001 Compared with 2000
- -----------------------
Total revenue increased from $5.6 million to $5.7 million, or 3.4 %, for 2001
compared to 2000. This increase was primarily the result of the growth in the
number of franchise locations open. Royalties and fees were approximately $4.9
million for 2001 compared to $5.2 million during 2000. This increase was the
result of growth in the number of franchises and food sales from test facility
of approximately $279 thousand.
Salaries and wages increased from 17.5% of revenue in 2000 to 19.4% of revenue
in 2001. The primary reason for this increase was the addition of an Executive
Vice President of Development to create additional growth opportunities for
future periods and wages for the test facility of approximately $102 thousand.
Trade show expense decreased from 3.8% of revenue in 2000 to 3.4% of revenue in
2001. The primary reason for this decrease was that the number of trade shows
remained constant while the revenue grew as a result of the additional
franchised units open.
Travel expense decreased from 4.3% of total revenues in 2000 to 3.2% of revenue
in 2001. Both the dollar amount of travel expense and the percentage of revenue
spent on travel decreased as a result of locating franchise consultants in
various parts of the country in order to reduce travel.
Other operating expenses increased from 8.7 % of revenue in 2000 to 14.4% of
revenue in 2001. This increase was primarily the result of the increased
presentation expenses to develop new growth opportunities for the future,
additional mailer cost for growth opportunities, additional group medical cost
and test facility operating cost of approximately $177 thousand. In addition,
new unit growth, primarily in the hotel industry, planned for the last quarter
of 2001 was delayed following the events of September 11, 2001.
General and administrative expense decreased from 22.8% of revenue in 2000 to
21.0% of revenue in 2001. This decrease was the result of the administrative
structure for the Company remaining the same while the revenue grew as a result
of new locations.
Net income before extraordinary items decreased from $696 thousand in 2000 to
$603 thousand in 2001. This decrease was primarily the result of the increased
cost to create additional growth opportunities for the future mostly offset by
additional revenue from growth in the number of locations in 2001. Most of the
planned growth for the last quarter of 2001 was in the hotel industry, which got
canceled or delayed after the events of September 11, 2001.
The Company recognized a loss from discontinued operations in 2001 of $1.7
million to cover approximately $1 million in settlements of outstanding claims
from its discontinued operations plus provided an additional $700 thousand
reserve for future costs of those discontinued operations.
Impact of Inflation
- -------------------
The primary inflation factors affecting the Company's operations are food and
labor costs to the franchisee. To date, the Company has been able to offset the
effects of inflation in food costs without significantly increasing prices
through effective cost control methods and greater purchasing power as a result
of additional growth. The competition for labor has resulted in higher salaries
and wages for the franchisees, however, that effect is largely minimized by the
low labor requirements of the franchise concept.
Liquidity and Capital Resources
- -------------------------------
Over the last several years, given the potential size of the opportunities in
the non-traditional and co-branding market segments, the Company made the
strategic decision to refocus its business on franchising to non-traditional and
co-branding locations and away from operating full-service, traditional
restaurant locations. During 2000, the Company completed that transition.
As a result of the Company's current strategy, cash flow generated from
operations, the Company's current rate of growth by franchising plus anticipated
future 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 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.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
None.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated Balance Sheets
Noble Roman's, Inc. and Subsidiaries
December 31,
----------------------------
Assets 2001 2002
------------ ------------
Current assets:
Cash $ 25,203 $ 13,180
Accounts and notes receivable 621,679 1,107,551
Inventories 82,669 140,762
Prepaid expenses 215,588 345,818
Current portion of long-term notes receivable -- 58,618
Deferred tax asset - current portion 1,348,132 1,550,000
------------ ------------
Total current assets 2,293,270 3,215,929
------------ ------------
Property and equipment:
Equipment 793,690 923,034
Leasehold improvements 84,229 86,229
------------ ------------
877,919 1,009,262
Less accumulated depreciation and amortization 309,936 373,301
------------ ------------
Net property and equipment 567,982 635,962
------------ ------------
Deferred tax asset 8,827,298 8,371,093
Other assets 1,503,616 1,377,761
------------ ------------
Total assets $ 13,192,167 $ 13,600,744
============ ============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses $ 1,321,157 $ 1,658,407
Note payable to officer 65,840 65,840
Current portion of longterm notes payable -- 1,050,000
Deferred franchise fees 251,850 163,115
Reserve for loss on discontinued operations 737,857 262,508
------------ ------------
Total current liabilities 2,376,704 3,199,870
------------ ------------
Long-term obligations:
Notes payable, less current portion, to Provident Bank net of warrant
value of $140,318 at December 31, 2001 and $67,370 at December 31, 2002 7,859,682 7,632,630
Notes payable, less current portion, to various funds affiliated with
Geometry Group net of warrant valuation of $91,667 at December 31, 2001
and $22,917 at December 31, 2002 2,281,133 1,599,883
------------ ------------
Total long-term obligations 10,140,815 9,232,514
------------ ------------
Stockholders' equity:
Common stock (25,000,000 shares authorized, 16,051,158 outstanding
at December 31, 2001 and 16,166,158 as of December 31, 2002) 17,789,452 17,789,452
Preferred stock (5,000,000 shares authorized) 4,929,274 4,929,274
Accumulated deficit (22,044,079) (21,550,365)
------------ ------------
Total stockholders' equity 674,647 1,168,361
------------ ------------
Total liabilities and stockholders' equity $ 13,192,167 $ 13,600,744
============ ============
See accompanying note to condensed consolidated financial statements.
Consolidated Statements of Operations
Noble Roman's, Inc. and Subsidiaries
Year ended December 31,
--------------------------------------------
2000 2001 2002
------------ ------------ ------------
Royalties and fees $ 4,760,429 $ 5,161,648 $ 5,644,548
Administrative fees and other 798,538 305,928 293,668
Restaurant revenue -- 279,369 710,600
------------ ------------ ------------
Total revenue 5,558,967 5,746,945 6,648,816
Operating expenses:
Salaries and wages 971,682 1,010,217 1,090,251
Trade show expense 210,000 197,824 180,866
Travel expense 240,300 181,140 242,470
Other operating expenses 481,338 661,755 638,360
Restaurant expenses -- 266,176 701,555
Depreciation and amortization 58,411 53,978 63,364
General and administrative 1,265,697 1,207,043 1,254,551
------------ ------------ ------------
Operating income 2,331,539 2,168,812 2,477,398
Interest and other expense 1,276,266 1,254,976 1,254,803
------------ ------------ ------------
Income before income taxes 1,055,273 913,836 1,222,595
Income tax expense 358,793 310,704 415,682
------------ ------------ ------------
Net income from continuing operations 696,481 603,132 806,913
Loss from discontinued operations net of tax benefit
of $85,000, $861,029 and $161,345, respectively (165,000) (1,671,409) (313,198)
------------ ------------ ------------
Net income (loss) $ 531,481 $ (1,068,277) $ 493,714
------------ ------------ ------------
Earnings per share:
Net income from continuing operations $ .06 $ .04 $ .05
Net income (loss) .05 (.07) .03
Weighted average number of common shares
outstanding 11,370,717 14,793,939 16,058,199
Fully diluted earnings per share
Net income from continuing operations $ .05 $ .04 $ .05
Net income (loss) .04 (.06) .03
Weighted average number of common shares
outstanding 14,788,603 16,654,100 16,882,342
See accompanying note to condensed consolidated financial statements.
Consolidated Statements of Changes in
Stockholders' Equity (Deficit)
Noble Roman's, Inc. and Subsidiaries
Common Stock
Preferred ---------------------------- Accumulated
Stock Shares Amount Deficit Total
------------ ------------ ------------ ------------ ------------
Balance at December 31, 1999 $ -- 7,019,711 $ 12,272,638 $(21,507,282) $ (9,234,645)
Issuance of preferred stock in
exchange for certain liabilities 4,929,274 4,929,274
Issuance of common stock in
exchange for certain liabilities
and cash 6,573,989 5,461,857 5,461,857
2000 net income 531,481 531,481
------------ ------------ ------------ ------------ ------------
Balance at December 31, 2000 4,929,274 13,593,701 17,734,495 (20,975,800) 1,687,969
Conversion of warrants to stock 2,035,679 19,457 19,457
Issuance of common stock in
exchange for certain liabilities
and purchase of assets -- 421,778 35,500 35,500
2001 net loss (1,068,279) (1,068,279)
------------ ------------ ------------ ------------ ------------
Balance at December 31, 2001 $ 4,929,274 16,051,158 $ 17,789,452 $(22,044,079) $ 674,647
Issuance of common stock in
exchange for certain liabilities 115,000
2002 net income 493,714 493,714
------------ ------------ ------------ ------------ ------------
Balance at December 31, 2002 $ 4,929,274 16,166,158 $ 17,789,452 $(21,550,365) $ 1,168,361
See accompanying notes to consolidated financial statements.
Consolidated Statements of Cash Flows
Noble Roman's, Inc. and Subsidiaries
Year ended December 31,
-----------------------------------------
OPERATING ACTIVITIES 2000 2001 2002
----------- ----------- -----------
Net income (loss) $ 531,438 $(1,068,277) $ 493,714
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization 248,069 263,454 272,539
Deferred federal income taxes 443,793 (550,325) 254,337
Loss from discontinued segment 250,000 2,532,438 474,543
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts and notes receivable (137,869) 524,813 (485,873)
Inventories 342,533 (8,082) (58,093)
Prepaid expenses (94,454) (12,128) (130,230)
Other assets -- (96,309) (240)
Increase (decrease) in:
Accounts payable (2,678,107) 517,969 337,249
Other current liabilities (2,344,266) -- --
Deferred franchise fees 1,375 23,350 (88,735)
----------- ----------- -----------
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES (3,437,488) 2,126,903 1,069,212
----------- ----------- -----------
INVESTING ACTIVITIES
Purchase of property and equipment 8,741 (92,551) (131,344)
----------- ----------- -----------
NET CASH USED BY INVESTING ACTIVITIES 8,741 (92,551) (131,344)
FINANCING ACTIVITIES
Proceeds from long-term debt, net of debt issue costs 137,000 11,594 --
Issuance of capital stock 3,271,240 54,957 --
Payment of obligations for discontinued operations -- (2,085,106) (949,891)
----------- ----------- -----------
NET CASH PROVIDED (USED) BY FINANCING
ACTIVITIES 3,408,240 (2,018,555) (949,891)
----------- ----------- -----------
INCREASE (DECREASE) IN CASH (20,507) 15,797 (12,023)
Cash at beginning of year 29,913 9,406 25,203
----------- ----------- -----------
CASH AT END OF YEAR $ 9,406 $ 25,203 $ 13,180
=========== =========== ===========
Supplemental Schedule of Noncash Investing and Financing Activities
None
See accompanying notes to consolidated financial statements.
Notes to Consolidated Financial Statements
Noble Roman's, Inc. and Subsidiaries
Note l: Summary of Significant Accounting Policies
General Organization: The Company sells and services franchises for
non-traditional and co-branded foodservice operations under the trade names
"Noble Roman's Pizza", "Noble Roman's Cafe-To-Go" and "Noble Roman's Pizza
Express".
Principles of Consolidation: The consolidated financial statements include the
accounts of Noble Roman's, Inc. and its subsidiaries, Pizzaco, Inc., GNR, Inc.,
LPS, Inc., N.R. East, Inc. and Oak Grove Corporation ("Company"). Inter-Company
balances and transactions have been eliminated in consolidation.
Inventories: Inventories consist of food, beverage, restaurant supplies and
marketing materials and are stated at the lower of cost (first-in, first-out) or
market.
Property and Equipment: Equipment and leasehold improvements are stated at cost
including property under capital leases. Depreciation and amortization are
computed on the straight-line method over the estimated useful lives. Leasehold
improvements are amortized over the shorter of estimated useful life or the term
of the lease.
Advertising Costs: The Company records advertising costs consistent with
Statement of Position 93-7 "Reporting on Advertising Costs." This statement
requires the Company to expense advertising production costs the first time the
production material is used.
Fair Value of Financial Instruments: The carrying amount of long-term debt net
of the estimated value of the warrant approximates its fair value because the
interest rates are currently at market. Because of the very limited trading in
the Company's common stock, the Company does not believe that traditional
methods of valuing the warrant apply; therefore, the value of the warrant
reflects the Company's estimate of its value. The carrying amount of all other
financial instruments approximate fair value due to the short-term maturity of
these items.
Use of Estimates: 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 could
differ from those estimates. The Company evaluates its property and equipment
and related costs acquired periodically to assess whether any impairment
indications are present, including recurring operating losses and significant
adverse changes in legal factors or business climate that affect the recovery of
recorded value. If any impairment of an individual asset is evident, a loss
would be provided to reduce the carrying value to its estimated fair value.
Intangible Assets: Debt issue costs are amortized to interest expense ratably
over the term of the applicable debt.
Royalties, Administrative and Franchise Fees: Royalties are recognized as income
monthly and are based on a percentage of monthly sales of franchised
restaurants. Administrative fees are recognized as income monthly as earned.
Initial franchise fees are recognized as income when the franchised restaurant
is opened.
Income Taxes: The Company provides for current and deferred income tax
liabilities and assets utilizing an asset and liability approach along with a
valuation allowance as appropriate. The Company concluded that no valuation
allowance was necessary at December 31, 2002 because it is more likely than not
that the Company will earn sufficient income before the expiration of its net
operating loss carry forwards to fully realize the value of its deferred tax
asset. The net operating loss carry-forward is approximately $29.9 million of
which approximately $29.1 million expires between the years 2012 and 2016.
Management made this determination after reviewing the Company's business plans,
all known facts to date, recent trends, current performance and analysis of the
backlog of franchises sold but not yet open.
Basic And Diluted Net Income Per Share: Net income (loss) per share is based on
the weighted average number of common shares outstanding during the respective
year. When dilutive, stock options and warrants are included as share
equivalents using the treasury stock method.
Note 2: Recent Strategic Events
The Company's strategic direction is to focus its business on its
non-traditional and co-branding opportunities. Given the potential size of the
opportunities in the non-traditional and co-branding segments and the actual
rapid pace of their growth within the Company, in order to focus all of its
efforts on franchise services, completed a transition from operating restaurants
to franchising and servicing non-traditional franchise locations in 2000.
Note 3: Notes Payable
The Company has a note payable to The Provident Bank in the amount of
$8,000,000. The loan bears interest of 8.75% per annum payable monthly in
arrears and matures on December 31, 2004.
The Company also have Participating Income Notes payable to various investors
affiliated with Geometry Group, Inc. in the total amount of $2,372,800. The
loans bear interest at the rate of 7.5% of defined income up to an aggregate
amount of $1,117,800. After that aggregate amount was exceeded the loans bear
interest at the rate of 2.5% of the defined income. As of December 31, 2002, the
aggregate amount of $1,117,800 had been exceeded and, therefore, currently the
loans bear interest at the rate of 2.5% of defined income. These loans mature on
April 15, 2003 and on Decmeber 31, 2004 and may either be converted to capital
stock at the rate of $1.00 per share, or must be paid in cash at the option of
the holders.
Note 4: Contingent Liabilities for Leased Facilities
The Company formerly leased its restaurant facilities under non-cancelable lease
agreements which generally had initial terms ranging from five to 20 years with
extended renewal terms. These leases have all been assigned to a Franchisee who
operates them pursuant to a Noble Roman's, Inc. Franchise Agreement. The
assignment passes all liability for future lease payments to the assignee,
however, the Company remains contingently liable on a portion of the leases to
the landlords in the event of default by the assignee. The leases generally
required the Company to pay all real estate taxes, insurance and maintenance
costs. The leases provided for a specified annual rental, and some leases called
for additional rental based on sales volume over specified levels at that
particular location. At December 31, 2002, contingent obligations under
non-cancelable operating leases for 2003, 2004, 2005, 2006, 2007, and after 2007
were $403 thousand, $360 thousand, $231 thousand, $216 thousand, $216 thousand,
and $1.3 million, respectively.
Note 5: Income Taxes:
The Company had a deferred tax asset, as a result of prior operating losses, of
$10,175,430 at December 31, 2001 and $9,921,093 at December 31, 2002. In 2000,
2001 and 2002, the Company used deferred benefits to offset its tax expense of
$358,793, $310,704 and $415,682, respectively.
Note 6: Common Stock
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.
All of these sales were made in reliance upon the exemption from the
registration requirements of the 1933 Act set forth in Section 4(2) of the 1933
Act.
During 2001, the Company issued 371,778 shares of common stock in payment of
certain obligations related to its discontinued operations and purchased certain
restaurant assets for 50,000 shares of common stock. In addition, certain
warrant holders exercised their warrants to purchase 2,035,679 shares of common
stock at $.01 per share.
During 2002, the Company issued 115,000 shares of common stock in payment of
certain obligations related to its discontinued operations.
The Company has an incentive stock option plan for key employees and officers.
The options are generally exercisable three years after the date of grant and
expire ten years after the date of grant. The option prices are the fair market
value of the stock at the date of grant. In 2002, options to acquire 150,000
shares were granted. Options granted and remaining outstanding at December 31,
2002 are: 15,000 common shares at $3.68 per share, 11,000 common shares at $6.44
per share, 33,000 common shares at $1.75 per share, 40,000 common shares at
$1.00 per share, 8,000 common shares at $1.385 per share, 25,250 common shares
at $1.46 per share, 47,500 at $1.45 per share, 75,000 at $1.03 per share and
75,000 at $.55 per share. As of December 31, 2002, options for 107,000 shares
are exercisable.
The Company adopted the disclosure requirements of Statement of Financial
Accounting Standards No. 123 ("SFAS 123"), "Accounting for Stock-Based
Compensation", effective with the 1996 financial statements, but elected to
continue to measure compensation cost using the intrinsic value method in
accordance with APB Opinion No. 25, "Accounting for Stock Issued to Employees."
Accordingly, no compensation cost for stock options has been recognized.
Note 7: Loss from Discontinued Operations:
Pursuant to the Company's strategic decision in 1999 to refocus its business on
its non-traditional and co-branding franchising opportunities, the Company
closed 16 of its full-service restaurants and began franchising efforts for the
remaining 31 full-service restaurants. Accordingly, in 1999 all assets
associated with its full-service operations were reduced to the estimated sales
price of the 31 restaurants being franchised. The reduction in the carrying
value of those assets, all activities in 1999 associated with the full-services
restaurants and a reserve for future costs associated with those restaurants in
the amount of $1,599,032 was charged to a loss on discontinued operations. In
2000, all of the full-service restaurants were franchised and all operating
results of those restaurants during the interim were charged to the reserve
established in 1999. An additional charge for future costs in the amount of
$250,000 was charged to a loss on discontinued operations in 2000. An additional
charge in the amount of $1,671,409 after tax benefit of $861,029 was recognized
in 2001. As a result of the resolution of most outstanding issues in the last
half of 2002, an additional charge in the amount of $313,198 after tax benefit
of $161,365 was recognized in 2002 resulting in a reserve at December 31, 2002
for future cost in the amount of $262,508 for discontinued operations. The
Company believes that this reserve is adequate to cover all future costs
associated with the discontinued operations.
Note 8: Contingencies
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. Although litigation is inherently uncertain, 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.
Note 9: Certain Relationships and Related Transactions
The following is a summary of transactions to which the Company and certain
officers and directors of the Company are a party or have a financial interest.
The Board of Directors of the Company has adopted a policy that all transactions
between the Company and its officers, directors, principal shareholders and
other affiliates must be approved by a majority of the Company's disinterested
directors, and be conducted on terms no less favorable to the Company than could
be obtained from unaffiliated third parties.
TradeCo Global Securities, Inc., where James Lewis is the majority shareholder,
was paid $30,000 in 2000 for financial advisory services, in 2001, $120,000 was
accrued for financial advisory services but has not yet been paid and in 2002,
$120,000 was accrued for financial advisory services but has not yet been paid.
In addition, TradeCo Global Securities, Inc. was paid $22,851 in interest on
Participating Income Notes in 2000, $0 was paid in 2001 and $48,091 was paid in
2002.
James Lewis, James Lewis Family Trust, James W. Lewis, MPP, and James Lewis
Family Investments, LP, were paid $65,037 in interest on Participating Income
Notes in 2000, $0 was paid in 2001 and $15,987 was paid in 2002.
The Provident Bank was paid $620,331 for interest on its loans to the Company in
2000, $709,722 was paid in 2001 and $709,722 was paid in 2002.
[LETTERHEAD OF LARRY E. NUNN & ASSOCIATES, LLC]
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, 2002 and 2001, and the related
consolidated statements of operations, cash flows and changes in stockholders'
equity(deficit) for the years ended December 31, 2002, 2001 and 2000. 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 auditing standards generally accepted
in the United States. 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, 2002 and 2001, and the results of their operations,
and their cash flows for the years ended December 31, 2002, 2001 and 2000 in
conformity with accounting principles generally accepted in United States.
/s/ LARRY E. NUNN & ASSOCIATES, LLC
Columbus, Indiana
March 17, 2003
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers and directors of the Company are:
Name Age Positions with the Company
---- --- --------------------------
Paul W. Mobley 62 Chairman of the Board and Director
A. Scott Mobley 39 President, Secretary and Director
Douglas H. Coape-Arnold 57 Director
Troy Branson 39 Executive Vice President of Franchising
George Apostolopoulos 57 Executive Vice President of Development
Mitchell Grunat 50 Vice President of Franchise Services
The executive officers of the Company serve at the discretion of the Board
of Directors and are elected at the annual meeting of the Board. Directors are
elected annually by the stockholders. The following is a brief description of
the previous business background of the executive officers and directors:
Paul W. Mobley has been Chairman of the Board since December 1991 and a
Director since 1974. Mr. Mobley was President and Chief Executive Officer of the
Company from 1981 to 1997. From 1975 to 1987, Mr. Mobley was a significant
shareholder and president of a company which owned and operated 17 Arby's
franchise restaurants. From 1974 to 1978, he also served as Vice President and
Chief Operating Officer of the Company and from l978 to 1981 as Senior Vice
President. He is the father of A. Scott Mobley. Mr. Mobley has a B.S. in
Business Administration from Indiana University and is a CPA.
A. Scott Mobley has been President since October 1997 and a Director since
January 1992, and Secretary since February 1993. Mr. Mobley was Vice President
from November 1988 to October 1997 and from August 1987 until November 1988
served as Director of Marketing for the Company. Prior to joining the Company
Mr. Mobley was a strategic planning analyst with a division of Lithonia Lighting
Company. Mr. Mobley has a B.S. in Business Administration from Georgetown
University and an MBA from Indiana University. He is the son of Paul Mobley.
Douglas H. Coape-Arnold was appointed a Director of the Company in May
1999. Mr. Coape-Arnold has been Managing General Partner of Geovest Capital
Partners, L.P. since January 1997, and Managing Director of TradeCo Global
Securities, Inc. since May 1994. Mr. Coape-Arnold's prior experience includes
serving as Vice President of Morgan Stanley & Co., Inc. from 1982 to 1986,
President & Chief Executive Officer of McLeod Young Weir Incorporated from 1986
to 1988, and Senior Vice President of GE Capital's Transportation & Industrial
Funding Corp. from 1988 to 1991. Mr. Coape-Arnold is a Chartered Financial
Analyst.
Troy Branson, has been Executive Vice President of Franchising for the
Company since November 1997 and since 1992, he was Director of Business
Development. Prior to joining the
Company, Mr. Branson was an owner of Branson-Yoder Marketing Group since 1987,
after graduating from Indiana University where he received a B.S. in Business.
George Apostolopoulos, has been Executive Vice President of Development for
the Company since April 2002. Prior to joining the Company, Mr. Apostolopoulos
was National Manager Hotels and Resorts for Tricon Global Restaurants, Inc.
since 1986. Mr. Apostolopoulos has an Associate Degree in Restaurant and
Hospitality Management from San Diego City College.
Mitchell Grunat, has been Vice President of Franchise Services for the
Company since August 2002. Prior to joining the Company, Mr. Grunat was Chief
Operating Officer of Lanter Eye Care since 2001, Business Development Officer
for Midwest Bankers since 2000 and Chief Operating Officer for Tavel Optical
Group since 1987. Mr. Grunat has B.A. degree in English and Philosophy from
Muskingum College.
Section l6(a) Beneficial Ownership Reporting Compliance
Based solely on a review of the copies of reports of ownership and changes
in ownership of the Company's common stock, furnished to the Company, or written
representations that no such reports were required, the Company believes that
during 2002 all filing requirements under Section 16(a) of the Securities
Exchange Act of 1934 were complied with.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the cash and non-cash compensation for each
of the Company's last three years awarded to or earned by the Chief Executive
Officer and two other highest paid executive officers of the Company.
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
------------------- Securities Underlying
Name and Principal Position Year Salary (l) Bonus Options #
- --------------------------- ---- --------- ------ --------------------
Paul Mobley 2002 $300,000 $ - 20,000
Chairman of the Board 2001 $272,083 $ - -
2000 $240,000 $ - -
A. Scott Mobley 2002 $193,923 20,000
President and Secretary 2001 $173,750 $ - -
2000 $150,000 $ - 20,000
Troy Branson 2002 $100,000 $45,723 15,000
Executive Vice President of 2001 $100,000 $31,162 -
Franchising 2000 $ 93,754 $37,794 35,000
(1) The Company did not have any bonus, retirement, or other arrangements or
plans respecting compensation, except for an Incentive Stock Option Plan for
executive officers and other employees.
Aggregate Option Exercises in Last
Fiscal Year and Fiscal Year-End Option Values
---------------------------------------------
The following table sets forth information concerning the number of exercisable
and unexercisable stock options held at December 31, 2002 by the executive
officers named in the Summary Compensation Table.
Number of Securities Values of Unexercised
Underlying Unexercised In-The-Money
Options at 12/31/02 Options at 12/31/02 (1)
Exercisable/Unexercisable Exercisable/Unexercisable
------------------------- -------------------------
Paul W. Mobley 10,000 / 20,000 0 / 20,000
A. Scott Mobley 42,500 / 40,000 0 / 20,000
Troy Branson 22,500 / 50,000 0 / 15,000
----------
(1) Based on a per share price of $.80, the last reported transaction
price of the Company's common stock on December 31, 2002.
Employment Agreements
- ---------------------
Mr. Paul Mobley has an employment agreement with the Company which fixes his
base compensation at $300,000 per year, provides for reimbursement of travel and
other expenses incurred in connection with his employment, including the
furnishing of an automobile, health and accident insurance similar to that
provided other employees, and life insurance in an amount related to his base
salary. The initial term of the agreement is seven years and is renewable each
year for a seven-year period subject to approval by the Board. The agreement is
terminable by the Company for just cause as defined in the agreement.
Mr. A. Scott Mobley has an employment agreement with the Company which fixes his
base compensation at $195,000 per year, provides for reimbursement of travel and
other expenses incurred in connection with his employment, including the
furnishing of an automobile, health and accident insurance similar to that
provided other employees, and life insurance in an amount related to his base
salary. The initial term of the agreement is five years and is renewable each
year for a five-year period subject to approval by the Board. The agreement is
terminable by the Company for just cause as defined in the agreement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
As of February 24, 2003, 2003, there were 16,166,158 shares of the
Company's common stock outstanding and 25,000,000 shares are authorized. The
following table sets forth the amount and percent of the Company's common stock
beneficially owned on February 24, 2003 by (i) each director and named executive
officer individually, (ii) each beneficial owner of more than five percent of
the Company's outstanding common stock and, (iii) all executive officers and
directors as a group:
Name and Address Amount and Nature Percent of Outstanding
of Beneficial Owner of Beneficial Ownership (1) Common Stock (2)
------------------- --------------------------- -----------------------
Paul W. Mobley
One Virginia Avenue, Suite 800
Indianapolis, IN 46204 2,551,018 (3) 14.6%
A. Scott Mobley (1)
One Virginia Avenue, Suite 800
Indianapolis, IN 46204 902,326 (4) 5.3%
Provident Financial Group, Inc.
One E. Fourth Street
Cincinnati, OH 45202 5,332,839 (5) 29.3%
Geovest Capital Partners, L.P.
110 E. 59th Street, 18th Floor
New York, N.Y. 10022 1,537,761 (6) 9.1%
James W. Lewis
110 E. 59th Street, 18th Floor
New York, N.Y. 10022 4,539,415 (7) 26.6%
Douglas H. Coape-Arnold
110 E. 59th Street, 18th Floor
New York, N.Y. 10022 20,000 *
All Executive Officers and
Directors as a Group (3 Persons) 3,473,344 19.1%
*Less than 1%
(1) All shares owned directly unless otherwise noted.
(2) The percentage calculations are based upon 16,166,158 shares of our
common stock issued and outstanding as of February 24, 2003 and, for
each officer or director of the group, the number of shares subject to
options or conversion rights exercisable currently or within 60 days
of February 24, 2003.
(3) This total includes a warrant to purchase 600,000 shares of stock at
an exercise price of $.40 per share issued November 19, 1997 in
connection with the financial restructuring with The Provident Bank, a
warrant to purchase 700,000 shares of our common stock at an exercise
price of $2.00 per share, in the event of (i) a change of control in
Noble Roman's, (ii) the sale of substantially all of Noble Roman's
assets, or (iii) the merger or consolidation of Noble Roman's with
another entity and 10,000 shares subject to options granted under an
employee stock option plan which are currently exercisable at $1.00
per share.
(4) Includes 42,500 shares subject to options granted under an employee
stock option plan which are currently exercisable at $3.68 per share
for 7,500 common shares, $6.44 per share for 5,000 common shares ,
$1.75 per share for 20,000 common shares, and $1.00 per share for
10,000 common shares. Also includes a warrant to purchase 400,000
shares of our common stock at an exercise price of $.40 per share
issued November 19, 1997 in connection with the financial
restructuring with The Provident Bank and a warrant to purchase
300,000 shares of our common stock at an exercise price of $2.00 per
share, in the event of (i) a change of control in Noble Roman's, (ii)
the sale of substantially all of Noble Roman's assets, or (iii) the
merger or consolidation of Noble Roman's with another entity.
(5) This total includes warrants to purchase in the aggregate 385,000
shares of our common stock at $.01 per share. The warrants were
granted to Provident Financial Group as partial consideration for its
obligations pursuant to an Amended and Restated Credit Agreement. The
total also includes 1,643,091 shares of our common stock which
Provident's 4,929,275 shares of our preferred stock may be converted
into.
(6) Includes 829,090 shares of our common stock convertible from
participating income notes owned by Geovest Capital Partners, L.P. in
its investment account of which Mr. Coape-Arnold is managing partner.
Mr. Coape-Arnold disclaims beneficial ownership of such shares beyond
his interest in Geovest Capital Partners.
(7) This total includes 181,372 shares of our common stock owned by James
Lewis Family Trust, 200,000 shares of our common stock owned by James
W. Lewis MPP, 587,682 shares of our common stock convertible from
participating income notes, 92,301 shares of our common stock
convertible from participating income notes owned by James Lewis
Family Investment, L.P., 116,920 shares of our common stock
convertible from participating income notes owned by James W. Lewis
IRA and 100,000 shares of our common stock convertible from
participating income notes owned by James W. Lewis, MPP.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following is a summary of transactions to which the Company and certain
officers and directors of the Company are a party or have a financial interest.
The Board of Directors of the Company has adopted a policy that all transactions
between the Company and its officers, directors, principal shareholders and
other affiliates must be approved by a majority of the Company's disinterested
directors, and be conducted on terms no less favorable to the Company than could
be obtained from unaffiliated third parties.
TradeCo Global Securities, Inc., where James Lewis is the majority shareholder,
was paid $30,000 in 2000 for financial advisory services, in 2001, $120,000 was
accrued for financial advisory services but has not yet been paid and in 2002,
120,000 was accrued for financial advisory services but has not yet been paid.
In addition, TradeCo Global Securities, Inc. was paid $22,851 in interest on
Participating Income Notes in 2000, $0 was paid in 2001 and $48,091 was paid in
2002.
James Lewis, James Lewis Family Trust, James W. Lewis, MPP, and James Lewis
Family Investments, LP, were paid $65,037 in interest on Participating Income
Notes in 2000, $0 was paid in 2001 and $15,987 was paid in 2002.
The Provident Bank was paid $620,331 for interest on its loans to the Company in
2000, $709,722 was paid in 2001 and $709,722 was paid in 2002.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
The following consolidated financial statements of Noble
Roman's, Inc. and subsidiaries are included in Item 8: Page
----
Consolidated Balance Sheets - December 31, 2001 and 2002 14
Consolidated Statements of Operations - years ended
December 31, 2000, 2001 and 2002 15
Consolidated Statements of Changes in Stockholders'
Equity - years ended December 31, 2000, 2001 and 2002 16
Consolidated Statements of Cash Flows - years ended
December 31, 2000, 2001 and 2002 17
Notes to Consolidated Financial Statements 18
Report of Independent Auditors - Larry E. Nunn &
Associates, LLC 22
(a) Exhibits
Exhibit No.
-----------
3.1 Amended Articles of Incorporation of the Registrant (1)
3.2 Amended and Restated By-Laws of the Registrant
4.1 Specimen Common Stock Certificates (1)
10.3 Employment Agreement with Paul W. Mobley dated
November 15, 1994 (3)
10.4 Credit Agreement with The Provident Bank dated
December 1, 1995 (5)
10.6 1984 Stock Option Plan
10.7 Form of Stock Option Agreement (6)
11.1 Statement Re: Computation Per Share Earnings
21.1 Subsidiaries of the Registrant (2)
24.1 Not Applicable (unless going to sign as power of
attorney for directors)
(1) Incorporated by reference from Registration Statement filed
by the Registrant on Form S-18 on October 22, 1982 and
ordered effective on December 14, 1982 (SEC No. 2-79963C),
and, for the Amended Articles of Incorporation, from the
Registrant's Amendment No. 1 to the Post Effective Amendment
No. 2 to Registration Statement on Form S-1 on July 1, 1985.
(SEC File No.2-84150).
(2) Incorporated by reference to the Registrant's Registration
Statement on Form SB-2 (SEC File No. 33-66850) ordered
effective on October 26, 1993.
(3) Incorporated by reference from the Form 8-K filed by the
registrant on February 17, 1993.
(4) Incorporated by reference from the Form 8-K filed by the
registrant on June 3, 1993.
(5) Incorporated by reference from the Form 8-K filed by the
registrant on December 5, 1995.
(6) Incorporated by reference from the Form S-8 filed by the
registrant on November 29, 1994 (SEC File No. 33-86804).
(b) Reports on 8-K
None.
SIGNATURES
----------
In accordance with of Section 13 or 15(d) 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: March 25, 2003 By: /s/ Paul W. Mobley
------------------------- -------------------------------------
Paul W. Mobley, Chairman of the Board
In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
Date: March 25, 2003 /s/ Paul W. Mobley
------------------------- -------------------------------------
Paul W. Mobley
Chairman of the Board and Director
Date: March 25, 2003 /s/ A. Scott Mobley
------------------------- -------------------------------------
A. Scott Mobley
President and Director
Date: March 25, 2003 /s/ Douglas H. Coape-Arnold
------------------------- -------------------------------------
Douglas H. Coape-Arnold
Director