-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QSnFUrm0grl4zuHQbpYQAWOZ5ULLBTp39Ikl/4rhbYUzo50lg7sV5A5ybwsT6P46 1iGhg9AnUHiut9Ug0EkT1A== 0000916080-96-000014.txt : 19961120 0000916080-96-000014.hdr.sgml : 19961120 ACCESSION NUMBER: 0000916080-96-000014 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19961118 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOBLE ROMANS INC CENTRAL INDEX KEY: 0000709005 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 351281154 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-11104 FILM NUMBER: 96668330 BUSINESS ADDRESS: STREET 1: ONE VIRGINIA AVE STREET 2: SUITET 800 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 BUSINESS PHONE: 3176343377 MAIL ADDRESS: STREET 1: ONE VIRGINIA AVENUE STREET 2: SUITE 800 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 10-Q/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - ------------------------------------------------------------------------- FORM 10-Q/A#2 (Amendment #2) - ------------------------------------------------------------------------- (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, 1996 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 (I.R.S. Employer jurisdiction of organization) Identification No.) One Virginia Avenue, Suite 800 Indianapolis, Indiana 46204 (Address of principal executive offices) (Zip Code) (317) 634-3377 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or l5(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 November 13, 1996, there were 4,131,324 shares of Common Stock, no par value, outstanding. 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, 1995 and March 31, 1996 Page 3 Condensed consolidated statements of operations for the three months ended March 31, 1995 and 1996 Page 4 Condensed consolidated statements of cash flows for the three months ended March 31, 1995 and 1996 Page 5 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. 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. At December 31, 1995 the Company determined that it needed to revise its financial reporting for deferred income tax liability and, therefore, increased its accrual for income tax expense. The change effected the entire 1995 year and when spread over the year had the effect of lowering previously reported first quarter 1995 earnings by $17,331. This change is reflected on the Condensed Consolidated Statement of Operations for the three months ended March 31, 1995 included herein. Noble Roman's, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (Unaudited) December 31 March 31 1995 1996 ------------- ---------- Assets Current assets: Cash $ 229,462 $ 223,079 Accounts receivable 950,622 951,108 Inventories 980,534 977,553 Prepaid expenses 412,949 641,303 ------------- ---------- Total current assets 2,573,567 2,793,043 Property and equipment, less accumulated depreciation and amortization of $3,737,594 and $3,971,356 9,135,949 9,256,797 Costs in excess of assets acquired, net 6,722,812 6,657,317 Other assets 1,471,387 1,681,070 ------------- ---------- $ 19,903,715 $20,388,227 ------------- ---------- Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 1,859,188 $ 2,119,224 Notes payable - current 761,128 761,128 Other current liabilities 1,019,247 685,907 ------------- ---------- Total current liabilities 3,639,563 3,566,259 Long-term liabilities: Revolving line of credit 2,914,919 3,510,286 Notes payable-less current portion 8,150,793 8,166,253 Capital leases 258,037 243,469 Deferred tax liability 351,568 281,316 ------------- ---------- Total long-term liabilities 11,675,317 12,201,324 Stockholders' equity Common stock, no par value, authorized 9,000,000 shares, issued 4,131,324 and 4,131,324 5,458,431 5,458,431 Retained earnings (869,596) (837,431) ------------- ---------- Total stockholder's equity 4,620,835 4,620,644 ------------- ---------- $ 19,903,715 $20,388,227 ------------- ----------
Noble Roman's, Inc. and Subsidiaries Condensed Consolidated Statements of Operations (Unaudited) Three Months Ended March 31 1995 1996 ------- ------- Restaurant revenue $8,044,248 $8,715,445 Royalties 57,253 58,719 Administrative fees and other 109,367 112,026 ----------- -------- Total revenue 8,210,868 8,886,190 Restaurant operating expenses: Cost of revenue 1,438,421 1,625,209 Salaries and wages 2,480,174 2,721,127 Rent 666,407 715,860 Advertising 533,024 658,285 Other 1,844,211 2,035,329 Depreciation and amortization 319,112 297,122 General and administrative 498,377 425,804 ----------- -------- Operating income 431,142 407,454 Interest 284,674 358,517 ----------- -------- Income before income taxes 146,468 48,937 Income taxes 53,879 17,128 ----------- ------- Net income $92,589 $31,809 ----------- ------- Net income per share $ .02 $ .01 Weighted average number of common shares outstanding 3,993,392 4,131,324
Noble Roman's and Subsidiaries Consolidated Statements of Cash Flows (Unaudited) Three Months Ended March 31 ------------------------------------------- 1995 1996 ------------------------------------------- OPERATING ACTIVITIES Net income $ 92,589 31,809 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 354,670 297,122 Changes in operating assets and liabilities (increase) decrease in: Accounts receivable (183,808) (486) Inventory (137,099) 2,981 Prepaid expenses (275,446) (228,354) Other assets (52,003) Increase (decrease) in: Accounts payable 483,864 260,036 Accrued expenses (430,827) (403,592) ----------- ----------- NET CASH PROVIDED BY OPERATING ACTIVITIES (127,884) (40,484) INVESTING ACTIVITIES Purchase of equipment (298,636) (314,610) Payments received on notes receivable 623 -- ---------- ----------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (298,013) (314,610) FINANCING ACTIVITIES Proceeds from long-term debt -- 363,279 Proceeds from sale of common stock 10,630 -- Principal payments on long-term debt and capital lease obligations (58,169) (14,568) ---------- ----------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (47,539) 348,711 ---------- ----------- INCREASE (DECREASE) IN CASH (473,436) (6,383) Cash at beginning of period 621,726 229,462 ---------- ----------- Cash at end of period $ 148,290 $ 223,079 ---------- -----------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION Noble Roman's, Inc. and Subsidiaries Results of Operations - Three month period ended March 31, 1995 and 1996 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. Three Months Ended March 31 1995 1996 -------- -------- Revenue: Restaurant revenue 98.0% 98.0% Royalties .7 .7 Administrative fees and other 1.3 1.3 -------- -------- 100.0 100.0 Restaurant operating expenses (1): Cost of revenue 17.9 18.6 Salaries and wages 30.8 31.2 Rent 8.3 8.2 Advertising 6.6 7.6 Other 22.9 23.4 Depreciation and amortization 3.9 3.3 General and administrative 6.1 4.8 -------- -------- Operating income 5.3 4.6 Interest 3.4 3.8 -------- -------- Income before federal income taxes 1.8% 0.8% (1) As a percentage of restaurant revenue
Total revenue increased 8.2% in the three months ended March 31, 1996, from $8.2 million in 1995 to $8.9 million in the three months ended March 31, 1996. The increase was attributable to revenue at the five new restaurants opened after the first quarter in 1995 and the one new restaurant opened during the first quarter of 1996 and to a 2.0% increase in comparable restaurant revenue offset by a .4% increase in discounts as a percentage of revenue. Cost of revenue as percentage of restaurant revenue increased from 17.9% in the first three months of 1995 to 18.6% in the same period in 1996. The increase was primarily the result of increased cheese prices which were unusually low during the first three months of 1995. Salaries and wages increased as a percentage of restaurant revenue from 30.8% for the first three month period in 1995 to 31.2% in the same period in 1996. The increase was attributable to a higher average hourly wage, partially offset by more efficient scheduling of hourly employees. Management believes that the competition for labor in 1996 has declined to date due to decreased competition from certain casual dining chains which opened in the region during 1995. Other expenses increased as a percentage of revenue from 22.9% in the first three month period in 1995 to 23.4% in the same period in 1996. The increase was primarily attributable to increased utility costs which resulted from colder than normal winter weather. General and administrative expenses as a percentage of total revenue decreased from 6.1% during the three months ended March 31, 1996 to 4.8% in the same period in 1996. The decrease as a percentage of total revenue was primarily attributable to the increase in total revenue due to new restaurant openings in 1995 and to an overall reduction in general and administrative expense. Operating income decreased from $431 thousand in the three month period ended March 31, 1995 to $407 thousand in the same period in 1996. Operating income decreased as a percentage of revenue from 5.3% in the first three months of 1995 to 4.6% in the same period in 1996. Interest expense increased from $285 thousand for the first three month period ended March 31, 1995 to $359 thousand in the same period in 1996. This increase is the result of a higher interest rate on the Company's debt as a result of the refinancing in December, 1995 in order to repay notes which had a short term maturity. Income before federal income taxes decreased from $146 thousand for the three month period ended March 31, 1995 to $49 thousand in the same period in 1996. The decrease was primarily attributable to the increase in interest expense. 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 $298,636 for the first three month period in 1995 and $314,610 in the same period in 1996. 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. PART II -- OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K Exhibit 27. Financial Data Schedule 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: November 15, 1996 By: /s/ Paul W. Mobley ------------------------- Paul W. Mobley, President (Principal Executive Officer and Chief Financial Officer) EX-27 2
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE REGISTRANT'S CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED MARCH 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS 0000709005 NOBLE ROMAN'S, INC. 3-MOS DEC-31-1996 MAR-31-1996 223,079 0 1,051,108 (100,000) 977,553 2,793,043 13,228,153 (3,971,356) 20,388,227 3,566,259 12,437,667 0 0 5,458,431 (837,431) 20,388,227 8,715,445 8,886,190 1,625,209 6,130,601 722,926 0 358,517 48,937 17,128 31,809 0 0 0 31,809 .01 .01
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