SECURITIES & EXCHANGE COMMISSION EDGAR FILING
NOBLE ROMANS INC
Form: 10-K
Date Filed: 2017-03-27
Corporate Issuer CIK: 709005
© Copyright 2017, Issuer Direct Corporation. All Right Reserved. Distribution of this document is strictly prohibited, subject to the terms of use.
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark one)
☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the fiscal year ended December 31, 2016.
☐ 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
(State or other jurisdiction
of incorporation or organization)
35-1281154
(I.R.S. Employer
Identification No.)
One Virginia Avenue, Suite 300
Indianapolis, Indiana 46204
(Address of principal executive offices)
Registrant’s telephone number, including area code: (317) 634-3377
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.(Check one):
Large Accelerated Filer ☐
Non-Accelerated Filer ☐
(do not check if a smaller reporting company)
Accelerated Filer ☐
Smaller Reporting Company ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the common stock held by non-affiliates of the registrant as of
June 30, 2016, the last business day of the registrant’s most recently completed second fiscal quarter, based on the closing price of the registrant’s common
shares on such date was $10 million.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 20,783,032 shares of
common stock as of March 20, 2017.
Documents Incorporated by Reference:
Portions of the definitive proxy statement for the registrant’s 2017 Annual Meeting of Shareholders are incorporated by reference in Part III.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
NOBLE ROMAN’S, INC.
FORM 10-K
Year Ended December 31, 2016
Table of Contents
PART I
PART II
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
PART III
Exhibits, Financial Statement Schedules
PART IV
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ITEM 1. BUSINESS
General Information
PART 1
Noble Roman’s, Inc., an Indiana corporation incorporated in 1972 with three wholly-owned subsidiaries, Pizzaco, Inc., N.R. Realty, Inc. and RH Roanoke, Inc.,
sells and services franchises and licenses for non-traditional foodservice operations and stand-alone locations under the trade names “Noble Roman’s Pizza,”
“Noble Roman’s Take-N-Bake,” “Noble Roman’s Craft Pizza & Pub” and “Tuscano’s Italian Style Subs.” The concepts’ hallmarks include high quality pizza and
sub sandwiches, along with other related menu items, simple operating systems, fast service times, labor-minimizing operations, attractive food costs and overall
affordability. Since 1997, the Company has concentrated its efforts and resources primarily on franchising and licensing for non-traditional locations and now has
awarded franchise and/or license agreements in 50 states plus Washington, D.C., Puerto Rico, the Bahamas, Italy, the Dominican Republic and Canada. During
2016, the Company created a new stand-alone concept called Noble Roman’s Craft Pizza & Pub. In recent years the Company has focused its sales efforts on
(1) franchises/licenses for non-traditional locations primarily in convenience stores and entertainment facilities and (2) license agreements for grocery stores to sell
the Noble Roman’s Take-N-Bake Pizza. In 2017, the Company will maintain that same focus and expects to begin to add franchising Noble Roman’s Craft Pizza &
Pub to its business as well. Pizzaco, Inc. currently owns and operates two Company locations, RH Roanoke, Inc. operates a Company location and Noble
Roman’s, Inc. owns and operates a Craft Pizza & Pub location which it intends to use as a base to support the franchising of that concept. References in this
report to the “Company” are to Noble Roman’s, Inc. and its subsidiaries, unless the context requires otherwise.
Noble Roman’s Pizza
The hallmark of Noble Roman’s Pizza is “Superior quality that our customers can taste.” Every ingredient and process has been designed with a view to produce
superior results.
● A fully-prepared pizza crust that captures the made-from-scratch pizzeria flavor which gets delivered to non-traditional locations in a shelf-stable condition
so that dough handling is no longer an impediment to a consistent product in non-traditional locations.
● In-store fresh made crust with only specially milled flour with above average protein and yeast for use in its Noble Roman’s Craft Pizza & Pub locations,
the first of which opened in January 2017.
● Fresh packed, uncondensed and never cooked sauce made with secret spices, parmesan cheese and vine-ripened tomatoes in all venues.
● 100% real cheese blended from mozzarella and Muenster, with no soy additives or extenders.
● 100% real meat toppings, with no additives or extenders, a distinction compared to many pizza concepts.
● Vegetable and mushroom toppings that are sliced and delivered fresh, never canned in non-traditional locations and vegetables will be sliced fresh on
premises in the Noble Roman’s Craft Pizza & Pub locations.
● An extended product line that includes breadsticks and cheesy stix with dip, pasta, baked sandwiches, salads, wings and a line of breakfast products for
the non-traditional locations.
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Noble Roman’s Take-N-Bake
The Company developed a take-n-bake version of its pizza as an addition to its menu offerings. The take-n-bake pizza is designed as an add-on component for
new and existing convenience stores and as an offering for grocery store delis. The Company offers the take-n-bake program in grocery stores under a license
agreement rather than a franchise agreement. In convenience stores, take-n-bake is an available menu offering under the existing franchise/license agreement.
The Company uses the same high quality pizza ingredients for its take-n-bake pizza as with its baked pizza, with slight modifications to portioning for enhanced
home baking performance.
Tuscano’s Italian Style Subs
Tuscano’s Italian Style Subs is a separate non-traditional location concept that focuses on sub sandwich menu items but only in locations that also have a Noble
Roman’s franchise. Tuscano’s was designed to be comfortably familiar from a customer’s perspective but with many distinctive features that include an Italian-
themed menu. The ongoing royalty for a Tuscano’s franchise is identical to that charged for a Noble Roman’s Pizza franchise. The Company has a grab-n-go
service system for a selected portion of the Tuscano’s menu in an attempt to add sales opportunities for non-traditional Noble Roman’s Pizza locations.
Noble Roman’s Craft Pizza & Pub
In January 2017, the Noble Roman’s Craft Pizza & Pub opened in Westfield, Indiana, a prosperous and growing community on the northwest side of Indianapolis.
Noble Roman’s Craft Pizza & Pub is designed to harken back to the Company’s early history when it was known simply as “Pizza Pub.” Like then, and like the
new full-service pizza concepts today, ordering takes place at the counter and food runners deliver orders to the dining room for dine-in guests. The Company
believes that Noble Roman’s Craft Pizza & Pub features many enhancements over the current competitive landscape. The restaurant features two styles of hand-
crafted, made-from-scratch pizzas with a selection of 40 different toppings, cheeses and sauces from which to choose. Beer and wine also are featured, with 16
different beers on tap including both national and local craft selections. Wines include 16 high quality, affordably priced options by the bottle or glass in a range of
varietals. Beer and wine service is provided at the bar and throughout the dining room.
The pizza offerings feature Noble Roman’s traditional hand-crafted thinner crust as well as its signature deep-dish Sicilian crust. New technology and extensive
research and development enable fast cook times, with oven speeds running only 2.5 minutes for traditional pies and 5.75 minutes for Sicilian pies. Traditional
pizza favorites such as pepperoni are options on the menu, but also offered is a selection of original creations such as “Pig in the Apple Tree,” a pizza featuring
bacon, diced apples, candied walnuts and gorgonzola cheese. The menu also features a selection of contemporary and fresh, made-to-order salads such as
“Avocado Chicken Caesar,” and fresh-cooked pasta like “Chicken Fettuccine Alfredo.” The menu includes baked subs, hand-sauced wings and a selection of
desserts, as well as Noble Roman’s famous Breadsticks with Spicy Cheese Sauce.
Additional enhancements include a glass enclosed “Dough Room” where Noble Roman’s Dough Masters hand make all pizza and breadstick dough from scratch
in customer view. Also in the dining room is a “Dusting & Drizzle Station” where guests can customize their pizzas after they are baked with a variety of toppings
and drizzles, such as rosemary infused olive oil, honey and Italian spices. Kids enjoy Noble Roman’s root beer tap, which is part of a special menu for customers
12 and younger. Throughout the dining room and the bar area are 13 large and giant screen television monitors for sports and the nostalgic black and white shorts
featured in Noble Roman’s earlier days.
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Business Strategy
The Company’s business strategy includes the following principal elements:
1. Focus on revenue expansion through franchising/licensing traditional and non-traditional locations:
Sales of Non-Traditional Franchises and Licenses. The Company believes it has an opportunity for increasing unit and revenue growth within its non-
traditional venue, particularly with grocery store delis, convenience stores including Circle K franchise stores, travel plazas, Walmart stores and entertainment
facilities. The Company’s franchises/licenses in non-traditional locations are foodservice providers within a host business and usually require a substantially lower
investment compared to stand-alone traditional locations.
Sale of Traditional Franchises. The Company has developed the next generation stand-alone prototype for its Noble Roman’s Craft Pizza & Pub format. The
Company has opened one location as a Company-owned store and plans to open a second location, followed by an aggressive plan to promote franchising in
concentric circles from those locations.
2. Leverage the results of research and development advances.
The Company has invested significant time and effort to create what it considers to be competitive advantages in its products and systems for both its non-
traditional and traditional locations. The Company will continue to make these advantages the focal point in its marketing process. The Company believes that the
quality and freshness of its products, their cost-effectiveness, relatively simple production and service systems, and its diverse, modularized menu offerings will
contribute to the Company’s strategic attributes and growth potential. The menu items for the non-traditional locations were developed to be delivered in a ready-
to-use format requiring only on-site assembly and baking except for take-n-bake pizza, which is sold to bake at home. The Company believes this process results
in products that are great tasting, quality consistent, easy to assemble, relatively low in food cost, and require minimal labor, which allows for a significant
competitive advantage in the non-traditional locations due to the speed and simplicity at which the products can be prepared, baked and served to customers.
3. Aggressively communicate the Company’s competitive advantages to its target market of potential franchisees and licensees.
The Company utilizes the following methods of reaching potential franchisees and licensees and to communicate its product and system advantages: (1) calling
from both acquired and in-house prospect lists; (2) frequent direct mail campaigns to targeted prospects; (3) web-based lead capturing; and (4) live
demonstrations at trade and food shows. In particular, the Company has found that conducting live demonstrations of its systems and products at selected trade
and food shows across the country allows it to demonstrate advantages that can otherwise be difficult for a potential prospect to visualize. There is no substitute
for actually tasting the difference in a product’s quality to demonstrate the advantages of the Company’s products. The Company carefully selects the national
and regional trade and food shows where it either has an existing relationship or considerable previous experience to expect that such shows offer opportunities
for fruitful lead generation.
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Business Operations
Distribution
The Company’s proprietary ingredients are manufactured pursuant to the Company’s recipes and formulas by third-party manufacturers under contracts between
the Company and its various manufacturers. These contracts require the manufacturers to produce ingredients meeting the Company’s specifications and to sell
them to Company-approved distributors at prices negotiated between the Company and the manufacturer.
At present, the Company has primary distributors strategically located throughout the United States. The distributor agreements require the primary distributors to
maintain adequate inventories of all ingredients necessary to meet the needs of the Company’s franchisees and licensees in their distribution areas for weekly
deliveries to the franchisee/licensee locations and to its grocery store distributors in their respective territories. Each of the primary distributors purchases the
ingredients from the manufacturer at prices negotiated between the Company and the manufacturers, but under payment terms agreed upon by the manufacturer
and the distributor, and distributes the ingredients to the franchisee/licensee at a price determined by the distributor agreement. Payment terms to the distributor
are agreed upon between each franchisee/licensee and the respective distributor. In addition, the Company has agreements with numerous grocery store
distributors located in various parts of the country which agree to buy the Company’s ingredients from one of the Company’s primary distributors and to distribute
those ingredients only to their grocery store customers who have signed license agreements with the Company.
Franchising
The Company sells franchises for both non-traditional and traditional locations.
The initial franchise fees are as follows:
Franchise Format
Noble Roman’s Pizza
Tuscano’s Subs
Noble Roman’s & Tuscano’s
Non-Traditional,
Except Hospitals
7,500
6,000
11,500
$
$
$
$
$
$
Hospitals
10,000
10,000
18,000
Traditional
Stand-Alone
$
30,000(1)
-
-
(1) With the sale of multiple traditional stand-alone franchises to a single franchisee, the franchise fee for the first unit is $30,000, the franchise fee for the second
unit is $25,000 and the franchise fee for the third unit and any additional unit is $20,000.
The franchise fees are paid upon signing the franchise agreement and, when paid, are deemed fully earned and non-refundable in consideration of the
administration and other expenses incurred by the Company in granting the franchises and for the lost and/or deferred opportunities to grant such franchises to
any other party.
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Licensing
Noble Roman’s Take-n-Bake Pizza licenses for grocery stores are governed by a supply agreement. The supply agreement generally requires the licensee to: (1)
purchase proprietary ingredients only from a Noble Roman’s-approved distributor; (2) assemble the products using only Noble Roman’s approved ingredients and
recipes; and (3) display products in a manner approved by Noble Roman’s using Noble Roman’s point-of-sale marketing materials. Pursuant to the distributor
agreements, the primary distributors place an additional mark-up, as determined by the Company, above their normal selling price on the key ingredients as a fee
for the Company in lieu of royalty. The distributors agree to segregate this additional mark-up upon invoicing the licensee, to hold the fees in trust for the
Company and to remit them to the Company within ten days after the end of each month.
Competition
The restaurant industry and the retail food industry in general are very competitive with respect to convenience, price, product quality and service. In addition, the
Company competes for franchise and license sales on the basis of product engineering and quality, investment cost, cost of sales, distribution, simplicity of
operation and labor requirements. Actions by one or more of the Company’s competitors could have an adverse effect on the Company’s ability to sell additional
franchises or licenses, maintain and renew existing franchises or licenses, or sell its products. Many of the Company’s competitors are very large, internationally
established companies.
Within the competitive environment of the non-traditional franchise and license segment of the restaurant industry, management has identified what it believes to
be certain competitive advantages for the Company. First, some of the Company’s competitors in the non-traditional venue 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 geographic restrictions in this regard.
Many of the Company’s competitors in the non-traditional venue were established with little or no organizational history operating traditional foodservice locations.
This lack of operating experience may limit their ability to attract and maintain non-traditional franchisees or licensees who, by the nature of the venue, 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 controlling costs of franchise or license unit operations which may be of material benefit to franchisees or licensees.
The Company’s new Noble Roman’s Craft Pizza & Pub format competes with similar restaurants in its service area. Some of the competitors are company-owned
or franchised locations of large chains and others are independently owned. Many of the Company’s competitors are large and well-established.
Seasonality of Sales
Direct sales of non-traditional franchises or licenses may be affected by seasonalities and holiday periods. Sales to certain non-traditional venues may be slower
around major holidays such as Thanksgiving and Christmas, and during the first quarter of the year. The Company’s sales of take-n-bake pizza in grocery stores
are typically slower during the summer months, especially when the weather is hot. Additionally, extreme winter weather conditions, compared to the norm for the
various regions of the country, adversely affect franchisee’s/licensee’s sales, which in turn affects Company royalties.
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Employees
As of March 1, 2017, the Company employed approximately 26 persons full-time and 53 persons on a part-time, hourly basis, of which 20 of the full-time
employees are employed in sales and service of the franchise/license units and six full-time employees and all 53 employed on a part-time basis manage and
work the Company-owned restaurant locations. No employees are covered under a collective bargaining agreement. 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 ®, Noble Roman’s Pizza®, THE BETTER
PIZZA PEOPLE ®, “Noble Roman’s Take-N-Bake Pizza,” “Noble Roman’s Craft Pizza & Pub” and Tuscano’s Italian Style Subs®, are registered with the U.S.
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 and licensees are subject to various federal, state and local laws affecting the operation of our respective businesses. Each
location, including the Company’s Noble Roman’s Craft Pizza & Pub location, is subject to licensing and regulation by a number of governmental authorities,
which include health, safety, sanitation, building, employment, alcohol 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 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 U. S. Department of Transportation
regulations. The Company, its franchisees, licensees and vendors are also subject to federal and state environmental regulations, as well as laws and regulations
relating to minimum wage and other employment-related matters. In certain circumstances, the Company is, or soon may be, subject to various local, state and/or
federal laws requiring disclosure of nutritional and/or ingredient information concerning the Company’s products, its packaging, menu boards and/or other
literature. Changes in the laws and rules applicable to the Company or its franchisees or licensees, or their interpretation, could have a material adverse effect on
the Company’s business.
The Company is subject to regulation by the Federal Trade Commission (“FTC”) and various state agencies pursuant to federal and state 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
disclosure document containing certain specified information. Several states also regulate the sale of franchises and require registration of a franchise disclosure
document 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 additional federal regulation of the franchisor-franchisee relationship in certain
respects. 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 is subject to applicable laws in each jurisdiction where it seeks to market additional franchised units.
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Officers of the Company
Executive Chairman of the Board and Chief Financial Officer - Paul W. Mobley* was Chairman of the Board, Chief Executive Officer and Chief Financial Officer
from 1991 until 2014 when he became Executive Chairman and Chief Financial Officer. Mr. Mobley has been a Director and an Officer since 1974. Mr. Mobley
has a B.S. in Business Administration from Indiana University and is a CPA. He is the father of A. Scott Mobley.
President, Chief Executive Officer, Secretary and a Director - A. Scott Mobley* has been President since 1997, a Director since 1992, Secretary since 1993 and
Chief Executive Officer since 2014. Mr. Mobley was Vice President from 1988 to 1997 and from 1987 until 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 magna cum laude from Georgetown University and an MBA from Indiana University. He is the son of Paul W. Mobley.
Executive Vice President of Franchising - Troy Branson* has been Executive Vice President for the Company since 1997 and from 1992 to 1997, he was Director
of Business Development. Before joining the Company, Mr. Branson was an owner of Branson-Yoder Marketing Group from 1987 to 1992, after graduating from
Indiana University where he received a B.S. in Business.
*Each of Messieurs Paul W. Mobley, A. Scott Mobley and Troy Branson are “executive officers” of the Company for purposes of the Securities Exchange Act of
1934, as amended.
Vice President of Development - James D. Bales has been Vice President of Operations/Development since March 2008. Before becoming Vice President of
Operations/Development, Mr. Bales held various positions with the Company beginning in 2004. Before joining the Company, Mr. Bales had 15 years of
management experience in operations and marketing where he held various positions with TCBY starting in 1989. Mr. Bales attended Northern Kentucky
University for Graphic Design, Inver Hills Community College for Business Management and obtained his B.S. in Business from the University of Phoenix.
Available Information
We make available, free of charge through our Internet website (http://www.nobleromans.com), our Annual Report on Form 10-K, Quarterly Reports on Form 10-
Q and Current Reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended, as soon as reasonably practicable after we electronically file these reports with, or furnish them to, the Securities and Exchange Commission.
The information on our website is not incorporated into this annual report.
ITEM 1A. RISK FACTORS
All phases of the Company’s operations are subject to a number of uncertainties, risks and other influences, many of which are outside of its control, and any one
or a combination of which could materially affect its results of operations. Important factors that could cause actual results to differ materially from the Company’s
expectations are discussed below. Prospective investors should carefully consider these factors before investing in our securities as well as the information set
forth under “Forward-Looking Statements” in Item 7 of this report. These risks and uncertainties include:
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Competition from larger companies.
The Company competes for franchise and license sales with large national companies and numerous regional and local companies. Many of its competitors have
greater financial and other resources than the Company. The restaurant industry in general is intensely competitive with respect to convenience, price, product
quality and service. In addition, the Company competes for franchise and license sales on the basis of several factors, including product engineering and quality,
investment cost, cost of sales, distribution, simplicity of operation and labor requirements. Activities of the Company’s competitors could have an adverse effect on
the Company’s ability to sell additional franchises or licenses or maintain and renew existing franchises and licenses or the operating results of the Company’s
system. Unlike the other non-traditional agreements, most of the take-n-bake license agreements with grocery stores are not for any specified period of time and,
therefore, grocery stores could discontinue offering the take-n-bake pizza or other retail items at any time. As a result of these factors, the Company may have
difficulty competing effectively from time to time or in certain markets.
Dependence on growth strategy.
The Company’s primary growth strategy includes selling new franchises or licenses for non-traditional locations, including grocery stores and stand-alone pizza
restaurants. The opening and success of new locations will depend upon various factors, which include: (1) the traffic generated by and viability of the underlying
activity or business in non-traditional locations; (2) the ability of the franchisees and licensees to operate their locations effectively; (3) their ability to comply with
applicable regulatory requirements; and (4) the effect of competition and general economic and business conditions including food and labor costs. Many of the
foregoing factors are not within the Company’s control. There can be no assurance that the Company will be able to achieve its plans with respect to the opening
or operation of new non-traditional franchises/licenses or stand-alone locations.
Success of the new Noble Roman’s Craft Pizza & Pub concept
The Company plans to open and operate a minimum of two locations of the Noble Roman’s Craft Pizza & Pub and, once open, the Company plans to launch a
major franchising effort based on Noble Roman’s Craft Pizza & Pub. The first Noble Roman’s Craft Pizza & Pub opened on January 31, 2017. This plan requires
additional capital investment. The Company may not be able to operate the Noble Roman’s Craft Pizza & Pub locations successfully. The opening and operation
of these locations may cost more than we have budgeted. Further, we may not be able to successfully franchise this concept. The success of the Company’s
plans will depend upon various factors, which include the traffic generated by and viability of the new locations and our ability to successfully market this concept
to potential franchisees. These factors may not be within the Company’s control. There can be no assurance that the Company will be able to achieve its plans
with respect to the opening or operation of the Noble Roman’s Craft Pizza & Pub locations or the franchising of the concept.
Dependence on success of franchisees and licensees.
Most of the Company’s earnings comes from royalties and other fees generated by its franchisees and licensees which are independent operators, and their
employees are not the Company’s employees. The Company is dependent on the franchisees to accurately report their weekly sales and, consequently, the
calculation of royalties. If the franchisees do not accurately report their sales, the Company’s revenue could decline. The Company provides training and support
to franchisees and licensees but the quality of the store operations and collectability of the receivables may be diminished by a number of factors beyond the
Company’s control. Consequently, franchisees and licensees may not successfully operate locations in a manner consistent with the Company’s standards and
requirements, or may not hire and train qualified managers and other store personnel. If they do not, the Company’s image and reputation may suffer, and its
revenues and stock price could decline. While the Company attempts to ensure that its franchisees and licensees maintain the quality of its brand and branded
products, franchisees and licensees may take actions that adversely affect the value of the Company’s intellectual property or reputation. Initiatives to increase
the Federal minimum wage could have an adverse financial effect on our franchisees or licensees by increasing their labor cost.
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Dependence on distributors.
The success of the Company’s license and franchise offerings depends upon the Company’s ability to engage and retain unrelated, third-party distributors. The
Company’s distributors collect and remit certain of the Company’s royalties and must reliably stock and deliver products to our licensees and franchisees. The
Company’s inability to engage and retain quality distributors, or a failure by distributors to perform in accordance with the Company’s standards, could have a
material adverse effect on the Company.
Dependence on consumer preferences and perceptions.
The restaurant industry and the retail food industry is often affected by changes in consumer tastes, national, regional and local economic conditions,
demographic trends, traffic patterns and the type, number and location of competing restaurants. The Company can be substantially adversely affected by
publicity resulting from food quality, illness, injury, other health concerns or operating issues stemming from one restaurant or retail outlet or a limited number of
restaurants and retail outlets.
Ability to service or refinance our outstanding indebtedness and the dilutive effect of our outstanding convertible debt
We have substantial debt obligations. At December 31, 2016, our total debt was approximately $5.8 million. Our outstanding debt includes certain indebtedness
evidenced by convertible promissory notes we issued, along with certain warrants exercisable for the Company’s common stock, in a private placement in 2016
and 2017.
We may not be able to generate sufficient cash flow from our operations to repay our indebtedness when it becomes due and to meet our other cash needs. If we
are not able to pay our debts as they become due, we will be required to pursue one or more alternative strategies, such as selling assets, refinancing or
restructuring our indebtedness or selling additional debt or equity securities. We may not be able to refinance our debt or sell additional debt or equity securities or
our assets on favorable terms, if at all, and if we have to sell our assets, that sale may negatively affect our ability to generate revenue.
Additionally, the issuance of shares of common stock upon the conversion of our outstanding convertible promissory notes or the exercise of the warrants issued
in connection with the sale of the convertible promissory notes would have a dilutive effect on our stockholders.
Interruptions in supply or delivery of food products.
Dependence on frequent deliveries of product from unrelated third-party manufacturers through unrelated third-party distributors also subjects the Company to
the risk that shortages or interruptions in supply caused by contractual interruptions, market conditions, inclement weather or other conditions could adversely
affect the availability, quality and cost of ingredients. In addition, factors such as inflation, market conditions for cheese, wheat, meats, paper and labor may also
adversely affect the franchisees and licensees and, as a result, can adversely affect the Company’s ability to add new franchised or licensed locations.
11
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Dependence on key executives.
The Company’s business has been and will continue to be dependent upon the efforts and abilities of its executive staff generally, and particularly Paul W.
Mobley, our Executive Chairman and Chief Financial Officer, and A. Scott Mobley, our President and Chief Executive Officer. The loss of either of their services
could have a material adverse effect on the Company.
Federal, state and local laws with regard to the operation of the businesses.
The Company is subject to regulation by the FTC and various state agencies pursuant to federal and state laws regulating the offer and sale of franchises.
Several states also regulate aspects of the franchisor-franchisee relationship. The FTC requires the Company to furnish to prospective franchisees a disclosure
document containing certain specified information. Several states also regulate the sale of franchises and require registration of a franchise disclosure document
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 it seeks to market additional franchise units.
Each franchise and Company-owned location is subject to licensing and regulation by a number of governmental authorities, which include health, safety,
sanitation, building, alcohol, employment 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 the Company’s third-party production
and distribution services, are also licensed and subject to regulation by state and local health and fire codes, and U. S. Department of Transportation regulations.
The Company, its franchisees and its vendors are also subject to federal and state environmental regulations.
12
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Indiana law with regard to purchases of our stock.
Certain provisions of Indiana law applicable to the Company could have the effect of making it more difficult for a third party to acquire, or of discouraging a third
party from attempting to acquire, control of the Company. Such provisions could also limit the price that certain investors might be willing to pay in the future for
shares of its common stock. These provisions include prohibitions against certain business combinations with persons or groups of persons that become
“interested shareholders” (persons or groups of persons who are beneficial owners of shares with voting power equal to 10% or more) unless the board of
directors approves either the business combination or the acquisition of stock before the person becomes an “interested shareholder.”
Inapplicability of corporate governance standards that apply to companies listed on a national exchange.
Our stock is quoted on the OTCQB, a Nasdaq-sponsored and operated inter-dealer automated quotation system for equity securities not included on the Nasdaq
Stock Market. We are not subject to the same corporate governance requirements that apply to exchange-listed companies. These requirements include: (1) a
majority of independent directors; (2) an audit committee of independent directors; and (3) shareholder approval of certain equity compensation plans. As a result,
quotation of our stock on the OTCQB limits the liquidity and price of our stock more than if our stock was quoted or listed on a national exchange. There is no
assurance that the Company’s stock will continue to be authorized for quotation by the OTCQB or any other market in the future.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
The Company’s headquarters are located in 7,600 square feet of leased office space in Indianapolis, Indiana. The lease for this property expires on March 31,
2018.
The Company also leases space for its Company-owned restaurants in Indianapolis, Indiana which expires December 31, 2020, in Westfield, Indiana which
expires in January 2027, in Roanoke, Virginia which expires in August 2018 and in Jacksonville, North Carolina which expires in December 2017.
ITEM 3. LEGAL PROCEEDINGS
The Company, from time to time, is or may become involved in various litigation or regulatory proceedings arising out of its normal business operations.
Currently, there are no such pending proceedings which the Company considers to be material.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
13
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
Market Information
PART II
The Company’s common stock is included on the Nasdaq OTCQB 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.
Quarter Ended:
March 31
June 30
September 30
December 31
Holders of Record
2015
2016
High
Low
High
Low
$
$
$
$
2.47
2.38
2.00
1.55
$
$
$
$
1.97
1.85
1.34
.94
$
$
$
$
1.10
.88
.69
.50
$
$
$
$
.80
.47
.49
.37
As of March 15, 2017, there were approximately 262 holders of record of the Company’s 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’s current loan agreement, as described in Note 3 of the notes to the
Company’s consolidated financial statements included in Item 8 of this report, prohibits the payment of dividends on common stock.
Sale of Unregistered Securities
In the fourth quarter of 2016, the Company issued certain convertible, subordinated, unsecured promissory notes (the “Notes”) in the aggregate principal amount
of $1.6 million and warrants (the “Warrants”) to purchase up to 1.6 million shares of the Company’s common stock.
Each holder of the Notes may convert them at any time into shares of the Company’s common stock at a conversion price of $0.50 per share (subject to anti-
dilution adjustment). Subject to certain limitations, upon 30 days’ notice the Company may require the Notes to be converted into common stock if the daily
average weighted trading price of the common stock equals or exceeds $2.00 per share for a period of 30 consecutive trading days. The Warrants expire three
years from the date of issuance and provide for an exercise price of $1.00 per share of common stock (subject to anti-dilution adjustment). Subject to certain
limitations, the Company may redeem the Warrants at a price of $0.001 per share of common stock subject to the Warrant upon 30 days’ notice if the daily
average weighted trading price of the common stock equals or exceeds $1.50 per share for a period of 30 consecutive trading days.
14
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
The Company offered and issued the Notes and Warrants in reliance on Section 4(a)(2) and Rule 506 of Regulation D of the Securities Act of 1933, as amended.
The Notes and Warrants were issued to accredited investors in privately negotiated transactions and not pursuant to any public solicitation.
Repurchases of Equity Securities
None.
Equity Compensation Plan Information
The following table provides information as of December 31, 2016 with respect to the shares of our common stock that may be issued under our existing equity
compensation plan.
Equity compensation plans approved by stockholders
Equity compensation plans not approved by stockholders
Total
Plan Category
Number of
Securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
(a)
Weighted-
average exercise
price of
outstanding
options, warrants
and rights
(b)
-
2,957,667
2,957,667
$
$
$
-
.69
.69
Number of
securities
remaining
available for
future issuance
under equity
compensation
plans (excluding
securities
reflected in
column (a))
(c)
-
(1)
(1)
(1) The Company may grant additional options under the employee stock option plan. There is no maximum number of shares available
for issuance under the employee stock option plan.
The Company maintains an employee stock option plan for its employees, officers and directors. Any employee, officer and director of the Company is eligible to
be awarded options under the plan. The employee stock option plan provides that any options issued pursuant to the plan will generally have a three-year vesting
period and will expire ten years after the date of grant. Awards under the plan are periodically made at the recommendation of the Executive Chairman and the
President and Chief Executive Officer and authorized by the Board of Directors. The employee stock option plan does not limit the number of shares that may be
issued under the plan.
15
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
ITEM 6. SELECTED FINANCIAL DATA (In thousands except per share data)
Statement of Operations Data:
Royalties and fees
Administrative fees and other
Restaurant revenue
Total revenue
Operating expenses
Restaurant operating expenses
Depreciation and amortization
General and administrative
Operating income
Interest
Loss on restaurant discontinued
Change in fair value of derivative
Adjust valuation of receivables - including the Heyser case
Income before income taxes from continuing operations
Income taxes
Net income from continuing operations
Loss from discontinued operations
Net income (loss)
Cumulative preferred dividends
Net income (loss) available to common stockholders
Weighted average number of common shares
Net income per share from continuing operations
Net income (loss) per share
Net income (loss) per share available to common stockholders
Balance Sheet Data:
Working capital
Total assets
Long-term obligations, net of current portion
Stockholders’ equity
2012
2013
2014
2015
2016
Year Ended December 31,
6,824 $
20
456
7,300
2,348
427
116
1,594
2,815
413
-
-
500
1,902
753
1,149
(525)
624 $
99
525 $
19,498
.06 $
.03
.03 $
2012
1,964 $
17,161
3,021
12,379 $
7,083 $
24
421
7,528
2,527
391
114
1,647
2,849
201
-
-
1,208
1,440
569
871
(780)
91 $
99
(8) $
19,533
.05 $
.01
- $
2013
1,451 $
16,374
2,635
11,703 $
7,479 $
73
363
7,915
2,716
402
112
1,646
3,039
190
-
-
-
2,849
1,105
1,744
(154)
1,590 $
-
1,590 $
19,871
.09 $
.08
.08 $
2014
2,267 $
17,758
1,847
13,766 $
7,465 $
56
208
7,729
2,774
248
106
1,660
2,941
187
191
-
1,230
1,333
512
821
(35)
786 $
-
786 $
20,518
.04 $
.04
.04 $
2015
2,805 $
18,465
2,141
14,875 $
7,351
42
443
7,836
2,549
443
125
1,642
3,077
615
37
44
1,104
1,277
488
789
(1,660)
(871)
-
(871)
20,782
.04
(.04)
(.04)
2016
2,429
19,899
3,755
14,018
$
$
$
$
$
$
$
16
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Introduction
The Company sells and services franchises and licenses for non-traditional foodservice operations and stand-alone locations under the trade names “Noble
Roman’s Pizza,” “Noble Roman’s Take-N-Bake,” “Noble Roman’s Craft Pizza & Pub” and “Tuscano’s Italian Style Subs.” The concepts’ hallmarks include high
quality pizza and sub sandwiches, along with other related menu items, simple operating systems, fast service times, labor-minimizing operations, attractive food
costs and overall affordability. Since 1997, the Company has concentrated its efforts and resources primarily on franchising and licensing for non-traditional
locations and now has awarded franchise and/or license agreements in 50 states plus Washington, D.C., Puerto Rico, the Bahamas, Italy, Dominican Republic
and Canada and, in January 2017, launched a new stand-alone concept called Noble Roman’s Craft Pizza & Pub.
There were 2,562 franchised or licensed outlets in operation on December 31, 2015 and 2,768 on December 31, 2016. During the 12-month period ended
December 31, 2016, 242 new franchised or licensed outlets opened and 36 franchised outlets left the system. Grocery stores are accustomed to adding products
for a period of time, removing them for a period of time and possibly re-offering them. Therefore, it is unknown how many grocery store licenses, out of the total
count of 2,768, have left the system.
As discussed in Note 1 of the notes to the Company’s consolidated financial statements, the Company uses significant estimates in evaluating such items as
notes and accounts receivable to reflect the actual amount expected to be collected for total receivables. At December 31, 2015 and 2016, the Company reported
net accounts receivable of $7.0 million and $6.8 million, respectively, each of which were net of allowances. The allowance at December 31, 2015 was $1.2 million
and at December 31, 2016 was $2.7 million, including $1.5 million related to discontinued operations, to reflect the amount the Company expects to realize for the
receivables. The Company has reviewed each of its accounts and only included receivables in the amount expected to be collected. The Company, at December
31, 2015 and December 31, 2016, had a deferred tax asset on its balance sheet totaling $9.1 million and $9.6 million, respectively. After reviewing expected
results from the Company’s current business plan, the Company believes it is more likely than not that the deferred tax assets will be utilized prior to their
expiration, between 2019 and 2036.
Financial Summary
The preparation of the consolidated financial statements in conformity with United States 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 may differ from
those estimates. The Company evaluates the carrying values of its assets, including property, equipment and related costs, accounts receivable and deferred tax
assets, periodically to assess whether any impairment indications are present due to (among other factors) recurring operating losses, significant adverse legal
developments, competition, changes in demand for the Company’s products or changes in the business climate that affect the recovery of recorded values. If any
impairment of an individual asset is evident, a charge will be provided to reduce the carrying value to its estimated fair value.
17
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
12.7
6.6
2.9
0.4
9.8
5.7
1.6
21.0
60.7
39.3
7.9
0.5
0.5
14.1
Royalties and fees
Administrative fees and other
Restaurant revenue
Total revenue
Franchise-related operating expenses:
Salaries and wages
Trade show expense
Travel expense
Broker commissions
Other operating expense
Restaurant expenses
Depreciation
General and administrative
Total Expenses
Operating income
Condensed Consolidated Statement of Operations Data
Noble Roman’s, Inc. and Subsidiaries
Years Ended December 31,
2014
$ 7,479,334
72,541
363,340
7,915,215
2015
94.5% $ 7,464,963
56,520
0.9
207,803
4.6
100.0 7,729,286
2016
96.6% $ 7,350,692
42,402
0.7
443,391
2.7
100.0 7,836,485
93.8%
0.5
5.7
100.0
1,063,076
541,385
235,127
-
876,162
402,281
111,750
1,646,502
4,876,283
3,038,932
13.4 1,141,562
543,354
6.8
255,125
3.0
-
-
834,320
11.1
248,139
5.1
1.4
105,843
20.8 1,659,966
61.6 4,788,309
38.4 2,940,977
996,303
14.8
520,691
7.0
230,091
3.3
32,241
-
769,791
10.8
443,389
3.2
124,773
1.4
21.5 1,641,853
62.0 4,759,132
38.0 3,077,353
Interest
Loss on restaurant discontinued
Change in fair value of derivatives
Adjust valuation of receivables – including the Heyser case
190,382
-
-
-
186,414
2.4
191,390
-
-
-
- 1,230,000
2.4
2.5
-
615,687
36,776
44,464
15.9 1,103,521
Income before income taxes
Income taxes
Net income from continuing operations
2,848,550
1,104,809
$ 1,743,741
36.0 1,333,173
512,671
14.0
820,502
22.0% $
17.2 1,276,907
487,880
789,027
6.6
10.6% $
16.3
6.2
10.1%
18
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Royalties and fees
Administrative fees and other
Restaurant revenue
Total revenue
Franchise-related operating expenses:
Salaries and wages
Trade show expense
Travel expense
Other operating expense
Restaurant expenses
Depreciation
General and administrative
Total Expenses
Operating income
Interest
Loss on restaurant discontinued
Change in fair value of derivatives
Adjust valuation of receivables – including the Heyser case
Net income (loss) before income taxes (benefit)
Income taxes
Net income(loss) from continuing operations
2016 Compared to 2015
Quarters Ended December 31,
2015
2016
$
$
1,817,673
11,342
59,040
1,888,055
281,716
137,753
83,427
230,105
62,833
26,780
431,355
1,253,969
634,086
47,774
191,390
-
380,000
14,922
5,738
9,184
96.3% $
0.6
3.1
100.0
1,806,303
8,234
280,654
2,095,191
14.9
7.3
4.4
12.2
3.4
1.4
22.9
66.5
33.5
2.5
10.1
-
20.1
0.8
0.3
0.5% $
236,699
137,604
77,407
194,141
302,214
32,010
435,892
1,415,967
679,224
323,863
-
44,464
352,862
(41,965)
(16,027)
(25,938)
86.2%
0.4
13.4
100.0%
11.3
6.6
3.7
9.3
14.4
1.5
20.8
67.6
32.4
15.5
-
2.1
16.8
(2.0)
(0.8)
(1.2)%
Total revenue for the year 2016 was $7.8 million compared to $7.7 million in 2015. The primary reason for the increase was the result of adding two additional
Company-owned restaurants in the fourth quarter. For the three months ended December 31, 2016, total revenue was $2.1 million compared to $1.9 million for
the comparable period in 2015. For the year 2016, franchise fees and equipment commissions (“Upfront Fees”) increased to $299,000 from $228,000 for 2015.
For the three-month period ended December 31, 2016, Upfront Fees increased to $78,000 from $16,000 for the comparable period in 2015. Royalties and fees,
less Upfront Fees, decreased to $7.1 million for 2016 from $7.2 million in 2015. The increase in Upfront Fees was primarily the result of selling more non-
traditional franchises. For the three-month period ended December 31, 2016, royalties and fees less Upfront Fees decreased to $1.7 million from $1.8 million
from the comparable period in 2015. The breakdown of royalties and fees less Upfront Fees for the year 2016 and for the three months ended December 31,
2016 compared to the comparable periods in 2015, respectively, were: royalties and fees from non-traditional franchises other than grocery stores were $4.4
million and $1.1 million and $4.4 million and $1.1 million; royalties and fees from the grocery store take-n-bake were $2.1 million and $551,000 and $1.9 million
and $532,000; royalties and fees from stand-alone take-n-bake franchises were $318,000 and $42,000 and $707,000 and $151,000; royalties and fees from
traditional locations were $238,000 and $58,000 and $265,000 and $64,000.
19
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Restaurant revenue for 2016 increased to $443,000 from $208,000 in 2015. For the three-month period ended December 31, 2016, restaurant revenue increased
to $281,000 from $59,000 for the comparable period in 2015. The increase in both annual and quarterly restaurant revenue was a result of adding two additional
company-owned restaurants during the fourth quarter 2016 which had previously been franchised restaurants.
As a percentage of total revenue, salaries and wages for 2016 decreased to 12.7% from 14.8% in 2015. For the three-month period ended December 31, 2016,
salaries and wages decreased to 11.3% from 14.9% for the comparable period in 2015. Salaries and wages decreased to $996,000 and $237,000 from $1.1
million and $282,000 for the year and the three-month period ended December 31, 2016, respectively, compared to the comparable periods in 2015.
As a percentage of total revenue, trade show expenses for 2016 decreased to 6.6% from 7.0% in 2015. For the three-month period ended December 31, 2016,
trade show expenses decreased to 6.6% from 7.3% for the comparable period in 2015. Trade show expenses were $521,000 and $138,000, respectively, for the
year and three-month period ended December 31, 2016 compared to $543,000 and $138,000, respectively, for the comparable periods in 2015.
As a percentage of total revenue, travel expenses for 2016 decreased to 2.9% from 3.3% in 2015. For the three-month period ended December 31, 2016, travel
expense decreased to 3.7% from 4.4% for the comparable period in 2015. Travel expenses were $230,000 and $77,000, respectively, for the year and three-
month period ended December 31, 2016 and $255,000 and $83,000, respectively, for the comparable periods in 2015.
As a percentage of total revenue, other operating expenses for 2016 decreased to 9.8% compared to 10.8% in 2015. For the three-month period ended
December 31, 2016, other operating expenses decreased to 9.3% from 12.2% for the comparable period in 2015. Other operating expenses were $770,000 and
$194,000 for the year and three-month periods ended December 31, 2016 and $834,000 and $230,000, respectively, for the comparable periods in 2015.
As a percentage of total revenue, restaurant expenses in 2016 increased to 5.7% from 3.2% in 2015. For the three-month period ended December 31, 2016,
restaurant expenses increased to 14.4% from 3.4% for the comparable period in 2015. The increase was a result of adding two additional company-owned
restaurants during the fourth quarter 2016 which had previously been franchised restaurants.
As a percentage of total revenue, general and administrative expenses for 2016 decreased to 21.0% from 21.5% in 2015. For the three-month period ended
December 31, 2016, general and administrative expenses decreased to 20.8% from 22.9% for the comparable period in 2015. General and administrative
expenses were $1.6 million and $436,000 for the year and three-month periods ended December 31, 2016 and $1.7 million and $431,000, respectively, for the
comparable periods in 2015.
As a percentage of total revenue, total expenses for 2016 decreased to 60.7% from 62.0% in 2015. For the three-month period ended December 31, 2016, total
expenses increased to 67.6% from 66.5% for the comparable period in 2015. Total expenses were $4.8 million and $1.4 million for the year and three-month
periods ended December 31, 2016 and $4.8 million and $1.3 million, respectively, for the comparable periods in 2015.
20
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
As a percentage of total revenue, operating income for 2016 increased to 39.3% from 38.0% in 2015.
For the three-month period ended December 31, 2016, operating income decreased to 32.4% from 33.5% for the comparable period in 2015. Operating income
was $3.1 million and $679,000 for the year and three-month periods ended December 31, 2016 and $2.9 million and $634,000, respectively, for the comparable
periods in 2015.
Interest expense, as a percentage of total revenue, increased to 7.9% from 2.4% for the year 2016 compared to 2015. For the three-month period ended
December 31, 2016, interest expense increased to 15.5% from 2.5% for the comparable period in 2015. Actual interest expense increased to $616,000 and
$324,000, respectively, for the year and three-month period ended December 31, 2016 compared to $186,000 and $48,000, respectively, for the comparable
periods in 2015. The primary reasons for the increase in interest expense were additional borrowings and a higher effective interest rate.
Change in fair value of derivatives was a net expense of $44,000 compared to none in 2015 due to the issuance of Notes and Warrants in 2016.
Loss on restaurant discontinued was $37,000 in 2016 and $191,390 in 2015. This restaurant was part of the discontinued operations in 2008 but the decision
was made at that time to continue to operate this location until the lease (renewed in 2010) expired. The Company does not expect this expense to recur.
Net income before income taxes from continuing operations for 2016 remained the same at $1.3 million compared to the comparable period in 2015; however, in
2016, the Company recognized a valuation allowance of $1.1 million related to receivables including the Heyser case compared to $1.2 million in 2015 and a loss
on restaurant discontinued of $37,000 in 2016 and $191,000 in 2015. For the three-month period ended December 31, 2016, net loss before income taxes from
continuing operations was $42,000 compared to a net income of $15,000 for the comparable period in 2015, however, included in the three-month period ended
December 31, 2016 was a valuation allowance of $353,000 compared to $380,000 in the comparable period in 2015. Although income tax expense is reflected
on the Condensed Consolidated Statement of Operations, the Company will not pay any income tax on approximately the next $23 million in net income before
income taxes due to its net operating loss carry-forwards.
Loss on discontinued operations was approximately $1.7 million in 2016 and $35,000 in 2015. This loss on discontinued operations for 2016 was primarily the
result of discontinuing the stand-alone take-n-bake venue in the third quarter of 2016. See Note 11 of the notes to the Company’s consolidated financial
statements.
Net loss for 2016 was $871,000 compared to net income of $786,000 in 2015. The net loss was primarily a result of the loss on discontinued operations of $1.7
million, adjustment in the valuation of receivables including the Heyser case of $1.1 million and change in fair value of derivatives of $44,000 in 2016.
21
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
2015 Compared to 2014
Total revenue for the year 2015 was $7.7 million compared to $7.9 million in 2014. The reason for the decrease was the result of the restaurant discontinued,
which was a part of the discontinued operations from 2008 but continued to operate until the lease (renewed in 2010) expired. For the three months ended
December 31, 2015, total revenue increased to $1.9 million from $1.8 million for the comparable period in 2014. For the year 2015, Upfront Fees decreased to
$228,000 from $392,000 for 2014. For the three-month period ended December 31, 2015, Upfront Fees decreased to $16,000 from $74,000 for the comparable
period in 2014. Royalties and fees, less Upfront Fees, increased to $7.2 million for 2015 from $7.1 million in 2014. For the three-month period ended December
31, 2015, royalties and fees less Upfront Fees increased to $1.8 million from $1.6 million for the comparable period in 2014. The breakdown of royalties and fees
less Upfront Fees for the year 2015 and for the three months ended December 31, 2015 compared to the comparable periods in 2014, respectively, were:
royalties and fees from non-traditional franchises other than grocery stores were $4.4 million and $1.1 million and $4.5 million and $993,000; royalties and fees
from the grocery store take-n-bake were $1.9 million and $530,000 and $1.5 million and $340,000; royalties and fees from stand-alone take-n-bake franchises
were $707,000 and $151,000 and $849,000 and $234,000; royalties and fees from traditional locations were $265,000 and $64,000 and $283,000 and $67,000.
The decline in Upfront Fees was primarily the result of selling fewer franchises for the Company’s stand-alone franchises. Most of the growth came from licensing
grocery store take-n-bake locations where there are no Upfront Fees. The growth in the royalties and fees from grocery store take-n-bake locations primarily was
the result of adding new locations to the system.
During 2014, the Company began auditing sales used to compute royalties reported by non-traditional franchisees and plans to continue to do so on an ongoing
basis, the effect of which is unknown. The Company estimates franchise sales based on product purchases as reflected on distributor reports. Where under-
reporting is identified, the Company invoiced the franchisees for royalties on the unreported amount.
Restaurant revenue for 2015 decreased to $208,000 from $363,000 in 2014. The reason for the decrease was the result of the restaurant discontinued, which
was a part of the discontinued operations from 2008 but continued to operate until the lease (renewed in 2010) expired. For the three-month period ended
December 31, 2015, restaurant revenue decreased to $59,000 from $84,000 for the comparable period in 2014. The Company had been operating two locations
used primarily for testing and demonstration purposes, however one of those locations was a quick service restaurant (“QSR”) concept, which was part of the
discontinued operations from 2008 but continued to operate until the lease (renewed in 2010) expired in March 2016.
As a percentage of total revenue, salaries and wages for 2015 increased to 14.8% from 13.4% in 2014. For the three-month period ended December 31, 2015,
salaries and wages decreased to 14.9% from 15.1% for the comparable period in 2014. Salaries and wages remained approximately the same at $1.1 million for
both 2015 and 2014. For the three-month period ended December 31, 2015, salaries and wages increased to $282,000 from $274,000 for the comparable period
in 2014.
22
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
As a percentage of total revenue, trade show expenses for 2015 increased to 7.0% in 2015 from 6.8% in 2014. For the three-month period ended December 31,
2015, trade show expenses decreased to 7.3% from 7.8% for the comparable period in 2014. Trade show expenses were $543,000 and $138,000, respectively,
for the year and three-month period ended December 31, 2015 compared to $541,000 and $141,000, respectively, for the comparable periods in 2014.
As a percentage of total revenue, travel expenses for 2015 increased to 3.3% from 3.0% in 2014. For the three-month period ended December 31, 2015, travel
expense increased to 4.4% from 3.6% for the comparable period in 2014. Travel expenses were $255,000 and $83,000, respectively, for the year and three-
month period ended December 31, 2015 and $235,000 and $64,000, respectively, for the comparable periods in 2014.
As a percentage of total revenue, other operating expenses for 2015 decreased to 10.8% compared to 11.1% in 2014. For the three-month period ended
December 31, 2015, other operating expenses decreased to 12.2% from 12.8% for the comparable period in 2014. Other operating expenses were $834,000 and
$230,000 for the year and three-month periods ended December 31, 2015 and $876,000 and $232,000, respectively, for the comparable periods in 2014.
As a percentage of total revenue, restaurant expenses in 2015 decreased to 3.2% from 5.1% in 2014. For the three-month period ended December 31, 2015,
restaurant expenses decreased to 3.4% from 5.6% for the comparable period in 2014. The Company had been operating two locations used primarily for testing
and demonstration purposes, however one of those locations was a QSR concept, which was part of the discontinued operations from 2008 but continued to
operate until the lease (renewed in 2010) expired in March 2016.
As a percentage of total revenue, general and administrative expenses for 2015 increased to 21.5% from 20.8% in 2014. For the three-month period ended
December 31, 2015, general and administrative expenses decreased to 22.9% from 23.1% for the comparable period in 2014. Other general and administrative
expenses were $1.7 million and $431,000 for the year and three-month periods ended December 31, 2015 and $1.65 million and $418,000, respectively, for the
comparable periods in 2014.
As a percentage of total revenue, total expenses for 2015 increased to 62.0% from 61.6% in 2014. For the three-month period ended December 31, 2015, total
expenses decreased to 66.5% from 69.6% for the comparable period in 2014. Total expenses were $4.8 million and $1.3 million for the year and three-month
periods ended December 31, 2015 and $4.9 million and $1.3 million, respectively, for the comparable periods in 2014.
As a percentage of total revenue, operating income for 2015 decreased to 38.0% from 38.4% in 2014.
For the three-month period ended December 31, 2015, operating income increased to 33.5% from 30.4% for the comparable period in 2014. Operating income
was $2.9 million and $634,000 for the year and three-month periods ended December 31, 2015 and $3.0 million and $550,000, respectively, for the comparable
periods in 2014.
Interest expense, as a percentage of total revenue, remained the same at 2.4% for both 2015 and 2014. For the three-month period ended December 31, 2015,
interest expense decreased to 2.5% from 2.7% for the comparable period in 2014. Actual interest expense decreased to $186,000 and $48,000, respectively, for
the year and three-month period ended December 31, 2015 compared to $190,000 and $50,000, respectively, for the comparable periods in 2014. The primary
reason for the decrease in interest expense was the continued amortization of the principal balance of notes payable partially offset by a slightly higher effective
rate of interest.
23
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Loss on restaurant discontinued was $191,390 in 2015 and none in 2014. This restaurant was part of the discontinued operations in 2008 but the decision was
made at that time to continue to operate this location until the lease (renewed in 2010) expired. This is a non-recurring expense.
Net income before income taxes from continuing operations for 2015 decreased to $1.3 million from $2.8 million in 2014; however, in 2015, the Company
recognized a valuation allowance of $1.2 million related to receivables including the Heyser case and a loss on restaurant discontinued of $191,000. For the
three-month period ended December 31, 2015, net income before income taxes from continuing operations was $15,000 compared to $501,000 for the
comparable period in 2014, however, included in the three-month period ended December 31, 2015 was a valuation allowance of $380,000 related to receivables
including the Heyser case and a loss on restaurant discontinued of $191,000. Although income tax expense is reflected on the Condensed Consolidated
Statement of Operations, the Company did not pay any income tax due to its net operating loss carry-forwards.
Loss on discontinued operations was approximately $35,000 in 2015 and $154,000 in 2014. This loss on discontinued operations was the result of the issues
related to the discontinued operations in 1999 and 2008, most of which have been resolved. The loss in 2015 consisted of $4,800 as a final payment on a property
that was closed in conjunction with the 1999 discontinued operations. In addition, the Company incurred a loss of $30,000 for rent and legal fees related to the
operations discontinued in 2008.
Net income for 2015 decreased to $786,000 from $1.6 million in 2014. The decrease in net income was primarily a result of recognizing a valuation allowance of
$1.2 million for receivables including the Heyser case in 2015.
Impact of Inflation
The primary inflation factors affecting the Company’s operations are food and labor costs to the franchisee. Cheese makes up the single largest topping cost on a
pizza. Cheese prices reached an all-time record high in April 2014 and maintained at historically high prices until mid-September 2014. They have since
decreased. The average cheese price in 2015 was approximately 3% below the ten-year average for cheese prices; the average cheese price in 2016 was 7%
below the ten-year average. The Company’s business was affected by the increased cost of meats during 2014, but these prices have also moderated somewhat.
Labor costs across the country have generally seen some upward pressure in hourly rates as the unemployment rate has decreased and competition for hourly
employees has increased. However, the Company believes any labor cost increases in the future for our non-traditional franchisees and licensees will be
somewhat mitigated due to the relatively low labor requirements of the Company’s franchise concepts.
Liquidity and Capital Resources
The Company’s strategy in recent years has been to grow its business by concentrating on franchising/licensing non-traditional locations including grocery store
delis to sell take-n-bake pizza and franchising stand-alone locations. This strategy was intended to not require significant increase in expenses. The focus on
franchising/licensing non-traditional locations will continue to be the Company’s strategy but, in addition, over the past two years the Company has been
developing a major business initiative by re-designing and re-positioning its stand-alone franchise for the next generation stand-alone prototype called “Noble
Roman’s Craft Pizza & Pub.” As a result, the Company plans to open and operate at least three locations of the Noble Roman’s Craft Pizza & Pub and, once
open, the Company plans to launch a major franchising effort based on Noble Roman’s Craft Pizza & Pub. The first Noble Roman’s Craft Pizza & Pub opened on
January 31, 2017. The Company currently operates three restaurant locations in addition to the new Craft Pizza &Pub location. Two of the three restaurant
locations were previously operated by franchisees but acquired by the Company in the fourth quarter of 2016. The Company does not intend to take over any
additional restaurant locations from franchisees and is in the process of attempting to re-franchise one of those two locations.
24
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
The Company’s current ratio was 2.14-to-1 as of December 31, 2016, compared to 2.94-to-1 as of December 31, 2015.
In 2012, the Company entered into a Credit Agreement with BMO Harris Bank, N.A. (the “Bank”) for a term loan in the amount of $5.0 million which was
repayable in 48 equal monthly principal installments of approximately $104,000 plus interest with a final payment due in May 2016. In October 2013, the
Company entered into a First Amendment to the Credit Agreement (the “First Amendment”). The First Amendment maintained the terms of the term loan except
for reducing the monthly principal payments from $104,000 to approximately $80,700 and extending the loan’s maturity to February 2017. All other terms and
conditions of the term loan remained the same including interest on the unpaid principal at a rate per annum of LIBOR plus 4%. The First Amendment also
provided for a new term loan in the original amount of $825,000 requiring monthly principal payments of approximately $20,600 per month commencing in
November 2013 and continuing thereafter until the final payment in February 2017. The term loan provided for interest on the unpaid principal balance to be paid
monthly at a rate per annum of LIBOR plus 6.08% per annum. Proceeds from the new term loan were used to redeem the Company’s Series B Preferred Stock
which were earning a return to the holders of 12% per annum.
In October 2014, the Company entered into a Second Amendment to its Credit Agreement (the “Second Amendment”). Pursuant to the Second Amendment, the
Company borrowed $700,000 in the form of a term loan repayable in 36 equal monthly installments of principal in the amount of $19,444 plus interest on the
unpaid balance of LIBOR plus 6% per annum. The terms and conditions of the Credit Agreement were otherwise unchanged. The Company used the proceeds
from the loan for additional working capital and open air display coolers for grocery stores, as a result of the then recent growth in the grocery store take-n-bake
venue.
In July 2015, the Company borrowed $600,000 from a third-party lender, evidenced by a promissory note which was to mature in July 2017. Interest on the note
was payable at the rate of 8% per annum quarterly in arrears and this loan was subordinate to borrowings under the Company’s bank loan. In connection with the
loan, the Company issued, to the holder of the promissory note, a warrant entitling the holder to purchase up to 300,000 shares of the Company’s common stock
at an exercise price per share of $2.00. The warrant expires in July 2020. Proceeds were used to increase working capital in anticipation of expected growth due
to the Company hiring two new sales people, a Vice President of Supermarket Development, and entering into an agreement with a franchise broker. The
Company repaid this loan in January 2017 with the proceeds of a $600,000 loan from Paul W. Mobley at an interest rate of 7% per annum payable quarterly in
arrears. The loan matures in March 2018. Per the anti-dilution provisions of the warrant, as of January 2017, the warrant entitles the holder to purchase 1.2
million shares of the Company’s common stock at a price of $.50 per share.
In December 2015, the Company borrowed $100,000 from Paul W. Mobley and $75,000 from A. Scott Mobley, two officers of the Company, which are evidenced
by promissory notes that were originally to mature in January 2017. In January 2016, $25,000 of the previous borrowing from A. Scott Mobley was repaid. In
February 2016, A. Scott Mobley loaned the Company another $10,000, evidenced by a promissory note. In April 2016, the Company borrowed an additional
$150,000 from Paul W. Mobley, evidenced by a promissory note. Proceeds were used for working capital. In conjunction with the loan from Super G Funding, LLC
(“Super G”), as described below, Paul W. Mobley subordinated his $250,000 note and A. Scott Mobley subordinated his $60,000 note to the Super G loan and
agreed to extend the maturity of those notes to June 10, 2018. Interest on the notes are payable at the rate of 10% per annum paid quarterly in arrears and the
loans are unsecured.
25
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
In January 2016, the Company entered into a Third Amendment to its Credit Agreement (the “Third Amendment”). Pursuant to the Third Amendment, the
Company consolidated its three term loans with the Bank into a new term loan of $1,967,000 repayable in monthly payments of principal in the amount of
$54,654 plus interest on the unpaid balance of LIBOR plus 6% per annum. The new term loan was to mature March 31, 2017 when the remaining principal
balance would have become due. In addition, the Third Amendment provided for a revolving loan in the maximum amount of $500,000 with a maturity of March
31, 2017.
In June 2016, the Company borrowed $2.0 million from Super G and used those funds: (1) to repay the $500,000 revolving Bank loan and (2) for working capital
purposes. This loan is to be repaid in the total amount of $2.7 million in regular semi-monthly payments over a two year period.
In October 2016, the Company began a private placement of the Notes and the Warrants (the “Offering”) and engaged Divine Capital Markets, LLC to serve as
placement agent for the Offering (the “Placement Agent”). As of December 31, 2016, the Company had issued Notes in the aggregate principal amount of $1.6
million and Warrants to purchase up to 1.6 million shares of the Company’s common stock. In January 2017, the Company completed the Offering as a result of
which it issued a total of $2.4 million principal amount of Notes and Warrants to purchase up to 2.4 million shares of the Company’s common stock. These Notes,
which are convertible, into the company’s common stock and Warrants are described in greater detail in Note 3 to the consolidated financial statements herein.
The Company intends to use the net proceeds of the Notes to fund the opening of a Noble Roman’s Craft Pizza & Pub restaurants and for general corporate
purposes.
In January 2017, the Company entered into a Fourth Amendment to its Credit Agreement (the “Fourth Amendment”). Pursuant to the Fourth Amendment, the
Bank extended the maturity of the term loan to March 31, 2018. All other terms and conditions of the loan remain the same including the monthly principal
payments and the interest rate.
As a result of the financial arrangements described above and the Company’s cash flow projections, the Company believes it will have sufficient cash flow to
meet its obligations and to carry out its current business plan during 2017. Now that the Offering, as described above, is complete the Company has begun efforts
to refinance all of its loans except the Notes, into one loan with an extended amortization schedule. The Company’s cash flow projections for the next two years
are primarily based on the Company’s strategy of growing the non-traditional franchising/licensing venues including growth in the number of grocery store
locations licensed to sell the take-n-bake pizza and operating two Noble Roman’s Craft Pizza & Pub locations, as described above, plus launching an aggressive
franchising program of Noble Roman’s Craft Pizza & Pub restaurants.
The Company does not anticipate that any of the recently issued Statement of Financial Accounting Standards will have a material impact on its Consolidated
Statement of Operations or its Consolidated Balance Sheet except:
The Financial Accounting Standards Board (the “FASB”) recently issued Accounting Standards Update (“ASU”) 2015-17 as part of its Simplification Initiative. The
amendments eliminate the guidance in Topic 740, Income Taxes, that required an entity to separate deferred tax liabilities and assets between current and
noncurrent amounts in a classified balance sheet. Rather, deferred taxes will be presented as noncurrent under the new standard. It takes effect in 2017 for public
companies.
26
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
In February 2016, the FASB issued ASU 2016-02, its leasing standard for both lessees and lessors. Under its core principle, a lessee will recognize lease assets
and liabilities on the balance sheet for all arrangements with terms longer than 12 months. The new standard takes effect in 2019 for public business entities.
In May 2014, the FASB issued ASU 2014-09, regarding revenue on contracts with customers. These new standards become effective in January 2018. The
company is currently evaluating the impact, if any, of this Accounting Standards Update.
The Company does not believe these accounting pronouncements will have a material adverse effect on its financial condition or results of operations.
Contractual Obligations
The following table sets forth the future contractual obligations of the Company as of December 31, 2016:
Long-term debt (1)
Operating leases
Total
(1) The amounts do not include interest.
Forward-Looking Statements
Less than
Total
5,797,477
1,414,526
7,212,003
$
$
1 Year
1,786,490
286,426
2,072,916
$
$
1-3 Years
3-5 Years
4,010,987
431,920
4,442,907
$
$
-
696,180
696,180
$
$
The statements contained above 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 indicated by the forward-looking statements due to risks
and uncertainties that exist in the Company’s operations and business environment, including, but not limited to competitive factors and pricing pressures, non-
renewal of franchise agreements, shifts in market demand, the success of new franchise programs, including the new Noble Roman’s Craft Pizza & Pub format,
the company’s ability to successfully operate an increased number of company-owned restaurants, general economic conditions, changes in demand for the
Company’s products or franchises, the Company’s ability to service and refinance its loans, the impact of franchise regulation, the success or failure of individual
franchisees and changes in prices or supplies of food ingredients and labor as well as the factors discussed under “Risk Factors” above in this annual report.
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
The Company’s exposure to interest rate risk relates primarily to its variable-rate debt. As of December 31, 2016, the Company had outstanding variable interest-
bearing debt in the aggregate principal amount of $1.4 million. The Company’s current borrowings are at a variable rate tied to LIBOR plus 6% per annum
adjusted on a monthly basis. Based on its current debt structure, for each 1% increase in LIBOR the Company would incur increased interest expense of
approximately $10,803 over the succeeding 12-month period.
27
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated Balance Sheets
Noble Roman’s, Inc. and Subsidiaries
Assets
Current assets:
Cash
Accounts receivable - net
Inventories
Prepaid expenses
Deferred tax asset - current portion
Total current assets
Property and equipment:
Equipment
Leasehold improvements
Construction and equipment in progress
Less accumulated depreciation and amortization
Net property and equipment
Deferred tax asset (net of current portion)
Goodwill
Other assets including long-term portion of accounts receivable - net
Total assets
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term notes payable to bank
Current portion of loan payable to Super G
Accounts payable and accrued expenses
Total current liabilities
Long-term obligations:
Notes payable to bank (net of current portion)
Loan payable to Super G (net of current portion)
Notes payable to officers
Note payable to Kingsway America
Convertible notes payable
Derivative warrant liability
Derivative conversion liability
Total long-term liabilities
Stockholders’ equity:
Common stock – no par value (25,000,000 shares authorized, 20,775,921
issued and outstanding as of December 31, 2015 and 20,783,032 issued
and outstanding as of December 31, 2016)
Accumulated deficit
Total stockholders’ equity
Total liabilities and stockholders’ equity
See accompanying notes to consolidated financial statements
28
December 31,
2015
2016
$
$
194,021
2,007,751
492,222
634,016
925,000
4,253,010
477,928
1,828,534
754,418
568,386
925,000
4,554,266
$
$
$
$
1,376,190
88,718
-
1,464,908
1,092,785
372,123
8,158,523
-
5,681,272
18,464,928
601,081
-
847,418
1,448,499
1,366,454
-
175,000
600,000
-
-
-
2,141,454
1,963,957
88,718
351,533
2,404,208
1,194,888
1,209,320
8,696,870
278,466
5,159,937
19,898,859
655,725
1,130,765
339,125
2,125,615
710,729
718,175
310,000
600,000
769,835
210,404
435,671
3,754,814
24,294,002
(9,419,027)
14,874,975
18,464,928
$
24,308,297
(10,289,867)
14,018,430
19,898,859
$
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Consolidated Statements of Operations
Noble Roman’s, Inc. and Subsidiaries
Royalties and fees
Administrative fees and other
Restaurant revenue
Total revenue
Operating expenses:
Salaries and wages
Trade show expense
Travel expense
Broker commissions
Other operating expenses
Restaurant expenses
Depreciation and amortization
General and administrative
Total expenses
Operating income
Interest
Loss on restaurant discontinued
Change in fair value of derivatives
Adjust valuation of receivables - including Heyser case
Income before income taxes from continuing operations
Income tax expense
Net income from continuing operations
Loss from discontinued operations net of tax benefit
of $97,284 for 2014, $21,697 for 2015 and
$1,026,277 for 2016
Net income (loss)
Earnings per share - basic:
Net income from continuing operations
Net loss from discontinued operations net of tax benefit
Net income (loss)
Weighted average number of common shares outstanding
Diluted earnings (loss) per share:
Net income from continuing operations
Net loss from discontinued operations net of tax benefit
Net income (loss)
Weighted average number of common shares outstanding
See accompanying notes to consolidated financial statements.
29
Year Ended December 31,
$
$
2014
7,479,334
72,541
363,340
7,915,215
2015
7,464,963
56,520
207,803
7,729,286
$
2016
7,350,692
42,402
443,391
7,836,485
1,063,076
541,385
235,127
-
876,162
402,281
111,750
1,646,502
4,876,283
3,038,932
190,382
-
-
-
2,848,550
1,104,809
1,743,741
1,141,562
543,354
255,125
-
834,320
248,139
105,843
1,659,966
4,788,309
2,940,977
186,414
191,390
-
1,230,000
1,333,173
512,671
820,502
996,303
520,691
230,091
32,241
769,791
443,389
124,773
1,641,853
4,759,132
3,077,353
615,685
36,776
44,464
1,103,521
1,276,907
487,880
789,027
$
$
$
$
$
$
$
(153,545)
1,590,196
.09
(.01)
.08
19,870,904
$
$
$
$
(34,724)
785,778
.04
(.00)
.04
20,517,846
$
$
$
$
(1,659,867)
(870,840)
.04
(.08)
(.04)
20,781,886
.08
(.01)
.07
21,204,439
$
$
$
.04
(.00)
.04
21,439,242
$
$
$
.04
( .08)
( .04)
21,208,173
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Consolidated Statements of Changes in
Stockholders’ Equity
Noble Roman’s, Inc. and Subsidiaries
Balance at December 31, 2013
2014 net income
Common Stock
Accumulated
Shares
Amount
Deficit
Total
19,585,089
$
23,498,401
$ (11,795,001)
1,590,196
$
11,703,400
1,590,196
Cashless exercise of employee stock option
214,998
Amortization of value of stock options
48,815
Stock issued in exchange for payables
180,000
318,208
48,815
318,208
Exercise of employee stock options
Balance at December 31, 2014
2015 net income
115,000
105,230
_________
105,230
20,095,087
$
23,970,654
$ (10,204,805)
$
13,765,849
785,778
785,778
Cashless exercise of employee stock option
360,167
Amortization of value of stock options
26,962
Stock issued in exchange for payables
50,000
95,000
26,962
95,000
Exercise of employee stock options
Balance at December 31, 2015
2016 net loss
270,667
201,386
_________
201,386
20,775,921
$
24,294,002
$
(9,419,027)
$
14,874,975
(870,840)
(870,840)
Cashless exercise of employee stock option
7,111
Amortization of value of stock options
Balance at December 31, 2016
14,295
14,295
20,783,032
$
24,308,297
$ (10,289,867)
$
14,018,430
See accompanying notes to consolidated financial statements..
30
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Consolidated Statements of Cash Flows
Noble Roman’s, Inc. and Subsidiaries
OPERATING ACTIVITIES
Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:
Depreciation and amortization
Deferred income taxes
Change in fair value of derivatives
Changes in operating assets and liabilities
(Increase) decrease in:
Accounts receivable
Inventories
Prepaid expenses
Other assets including long-term portion of accounts receivable
Increase (decrease) in:
Accounts payable and accrued expenses
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES
INVESTING ACTIVITIES
Purchase of property and equipment
NET CASH USED BY INVESTING ACTIVITIES
FINANCING ACTIVITIES
Payment of principal outstanding on bank loan
Payment of principal on Super G
Proceeds from new financings net of closing costs
Proceeds from officers loans
Proceeds from the exercise of stock options
Year ended December 31,
2014
1,590,196
$
2015
$
785,778
$
128,265
1,007,526
-
(419,166)
(43,578)
4,344
(1,861,460)
263,622
669,749
98,826
490,974
-
(319,797)
(110,822)
(166,295)
(665,341)
322,453
435,776
2016
(870,840)
166,681
(538,348)
44,464
131,217
(244,898)
104,802
150,885
(473,916)
(1,529,953)
(22,176)
(22,176)
(13,840)
(13,840)
(364,035)
(364,035)
(1,235,694)
-
697,704
-
105,230
(1,348,229)
-
600,000
175,000
201,386
(601,081)
(78,976)
3,210,509
135,000
-
NET CASH (USED) PROVIDED BY FINANCING ACTIVITIES
(432,760)
(371,843)
2,665,452
DISCONTINUED OPERATIONS
Payment of obligations from discontinued operations
Increase (decrease) in cash
Cash at beginning of year
Cash at end of year
Supplemental Schedule of Non-Cash Investing and Financing Activities:
(172,251)
(56,421)
(487,556)
42,562
157,787
200,349
$
(6,328)
200,349
194,021
$
283,907
194,021
477,928
$
In 2015, options to purchase 90,000 shares at $.36 per share, 100,000 shares at $.95 per share, 300,000 shares at $1.05 per share, 66,666 shares at $.58 per
share and 30,000 shares at $.90 per share were exercised pursuant to the cashless exercise provisions of the options and the holders received 360,167 shares
of common stock. Also in 2015, the Company issued 50,000 shares of common stock in exchange for $95,000 in payables.
In 2016, option to purchase 20,000 shares at $.58 per share was exercised and the holder received 7,111 shares of common stock pursuant to the cashless
exercise provision of the option.
The Company acquired two restaurants from franchisees during the fourth quarter of 2016, in exchange for $131,417 of equipment,$17,298 of inventory and
$427,181 in accounts payable and accrued expenses.
See acconmpanying notes to consolidate financial statements.
31
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Notes to Consolidated Financial Statements
Noble Roman’s, Inc. and Subsidiaries
Note l: Summary of Significant Accounting Policies
Organization: The Company sells and services franchises and/or licenses for non-traditional foodservice operations and stand-alone retail outlets under the trade
names “Noble Roman’s Pizza,” “Tuscano’s Italian Style Subs” and “Noble Roman’s Craft Pizza & Pub.” Unless the context otherwise indicates, reference to the
“Company” are to Noble Roman’s, Inc. and its wholly-owned subsidiaries.
Principles of Consolidation: The consolidated financial statements include the accounts of Noble Roman’s, Inc. and its wholly-owned subsidiaries, Pizzaco, Inc.,
N.R. Realty, Inc. and RH Roanoke, Inc. Inter-company balances and transactions have been eliminated in consolidation.
Inventories: Inventories consist of food, beverage, restaurant supplies, restaurant equipment 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. Depreciation and amortization are computed on the straight-line method over
the estimated useful lives ranging from five years to 12 years. Leasehold improvements are amortized over the shorter of estimated useful life or the term of the
lease. Construction and equipment in progress are stated at cost for leasehold improvements and equipment for a new restaurant being constructed and was not
completed until January 2017.
Cash and Cash Equivalents: Includes actual cash balance. The cash is not pledged nor are there any withdrawal restrictions.
Advertising Costs: The Company records advertising costs consistent with the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards
Codification (“ASC”) Other Expense topic and Advertising Costs subtopic. This statement requires the Company to expense advertising production costs the first
time the production material is used.
Fair Value Measurements and Disclosures: The Fair Value Measurements and Disclosures topic of the FASB’s ASC requires companies to determine fair value
based on the price that would be received to sell the assets or paid to transfer to liability to a market participant. The fair value measurements and disclosure
topic emphasis that fair value is a market based measurement, not an entity specific measurement. The guidance requires that assets and liabilities carried at fair
value be classified and disclosed in one of the following categories:
Level One: Quoted market prices in active markets for identical assets or liabilities.
Level Two: Observable market –based inputs or unobservable inputs that are corroborated by
market data.
Level Three: Unsobservable inputs that are not corroborated by market data.
32
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Use of Estimates: The preparation of the consolidated financial statements in conformity with United States 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 records a valuation allowance in a sufficient amount to adjust the accounts receivables value, in its best
judgment, to reflect the amount that the Company estimates will be collected from its total receivables. As any accounts are determined to be permanently
impaired (bankruptcy, lack of contact, age of account balance, etc.), they are charged off against the valuation allowance. The Company evaluates its property
and equipment and related costs 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.
Debt Issuance Costs: Debt issuance cost is presented on the balance sheet as a direct reducton from the carrying amount of the associated liability. The debt
issuance cost was reclassified from other assets to long-term debt on its balance sheet but had no effect on its statement of operations. Debt issuance costs are
amortized to interest expense ratably over the term of the applicable debt. The debt issuance cost being amortized is $278,408 with an accumulated amortization
at December 31, 2016 of $45,727
Intangible Assets: The Company recorded goodwill of $278,000 as a result of the acquisition of RH Roanoke, Inc., in Virginia and a second restaurant in North
Carolina, both former franchisees of the Company. The acquisitions were in exchange for $132,000 of equipment, $17,000 of inventory and $427,000 of accounts
payable and accrued expenses. Goodwill has an indeterminable life and is assessed for impairment at least annually and more frequently as triggering events
may occur. In making this assessment, management relies on a number of factors including operating results, business plans, economic projections, anticipated
future cash flows, and transactions and marketplace data. Any impairment losses determined to exist are recorded in the period the determination is made. There
are inherent uncertainties related to these factors and management's judgment is involved in performing goodwill and other intangible assets valuation analyses,
thus there is risk that the carrying value of goodwill and other intangible assets may be overstated or understated. The Company has elected to perform the
annual impairment assessment of recorded goodwill as of the end of the Company’s fiscal year. The results of this annual impairment assessment indicated that
the fair value of the reporting unit as of December 31, 2016, exceeded the carrying, or book value, including goodwill, and therefore recorded goodwill was not
subject to impairment.
Royalties, Administrative and Franchise Fees: Royalties are generally recognized as income monthly based on a percentage of monthly sales of franchised or
licensed restaurants and from audits including interest per the franchise agreement and other inspections as they come due and payable by the franchisee. Fees
from the retail products in grocery stores are recognized monthly based on the distributors’ sale of those retail products to the grocery stores or grocery store
distributors. Administrative fees are recognized as income monthly as earned. Initial franchise fees are recognized as income when the services for the franchised
location are substantially completed.
Exit or Disposal Activities Related to Discontinued Operations: The Company records exit or disposal activity for discontinued operations when management
commits to an exit or disposal plan and includes those charges under results of discontinued operations, as required by the ASC “Exit or Disposal Cost
Obligations” topic.
33
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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 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 the recorded deferred tax asset. As of December 31,
2016, the net operating loss carry-forward was approximately $23 million which expires between the years 2019 and 2036. Management made the determination
that no valuation allowance was necessary after reviewing the Company’s business plans, relevant known facts to date, recent trends, current performance and
analysis of the backlog of franchises sold but not yet open.
U.S. generally accepted accounting principles require the Company to examine its tax positions for uncertain positions. Management is not aware of any tax
positions that are more likely than not to change in the next 12 months, or that would not sustain an examination by applicable taxing authorities. The Company’s
policy is to recognize penalties and interest as incurred in its Consolidated Statements of Operations. None were included for the years ended December 31,
2014, 2015 and 2016. The Company’s federal and various state income tax returns for 2013 through 2016 are subject to examination by the applicable tax
authorities, generally for three years after the later of the original or extended due date.
Basic and Diluted Net Income Per Share: Net income 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.
The following table sets forth the calculation of basic and diluted earnings per share for the year ended
December 31, 2014:
Earnings per share – basic
Net income
Effect of dilutive securities
Options
Diluted earnings per share
Net income
Income
Shares
(Numerator)
(Denominator)
Per Share
Amount
1,590,196
19,870,904
$
.08
-
1,333,535
$
1,590,196
21,204,439
$
.07
34
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
The following table sets forth the calculation of basic and diluted earnings per share for the year ended December 31, 2015:
Earnings per share – basic
Net loss
Effect of dilutive securities
Options
Diluted earnings per share
Net loss
Income
Shares
(Numerator)
(Denominator)
Per Share
Amount
785,778
20,517,846
$
0.04
-
921,296
785,778
21,439,242
$
0.04
The following table sets forth the calculation of basic and diluted loss per share for the year ended December 31, 2016:
Earnings per share – basic
Net income
Effect of dilutive securities
Options
Convertible notes
Diluted earnings per share
Net income
Income
Shares
(Numerator)
(Denominator)
Per Share
Amount
(870,840)
20,781,886
$
(0.04)
-
-
32,845
393,442
(870,840)
212,008,173
$
(0.04)
Subsequent Events: The Company evaluated subsequent events through the date the consolidated statements were issued and filed with the annual report. In
January 2017, the Company repaid a promissory note to Kingsway America with an interest rate of 8% per annum due July 2017 by borrowing the $600,000 from
an officer of the Company at an interest rate of 7% per annum due March 2018. With the initial Kingsway loan, they received a warrant to purchase 300,000
shares of common stock at $2.00 per share containing certain anti-dilutive provisions. In January 2017, as a result of those dilutive provisions, the warrant
changed to 1,200,000 shares at $.50 per share. In January 2017, the Company entered into a Fourth Amendment to its Credit Agreement with BMO Harris Bank
(the “Bank”) to extend the maturity of that note from March 2017 to March 2018 with all other terms and conditions remaining the same including the monthly
principal payments and the interest rate. In January 2017, the Company completed the Offering (as described in Note 3), began in 2016, of Notes and Warrants
under which it issued a total of $2.4 million principal amount of the Notes and Warrant to purchase 2.4 million shares of the Company’s common stock. In January
2017, the Company opened its first Noble Roman’s Noble Roman’s Craft Pizza & Pub location. In January 2017, at a special meeting of the shareholders, they
approved the authorized shares being increased from 25,000,000 to 40,000,000.
No subsequent event required recognition or disclosure except as discussed above.
Note 2: Accounts Receivable
At December 31, 2015 and 2016, the carrying value of the Company’s accounts receivable has been reduced to anticipated realizable value. As a result of this
reduction of carrying value, the Company anticipates that substantially all of its net receivables reflected on the Consolidated Balance Sheets as of December 31,
2015 and 2016 will be collected. The allowance to reduce the receivables to anticipated net realizable value at December 31, 2015 was $1.2 million and at
December 31, 2016 was $2.7 million, including $1.5 million related to discontinued operations.
35
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
In 2012, the Company dismissed its counterclaims against certain plaintiffs in the lawsuit related to the operations discontinued in 2008 and reduced the net
realizable value by $500,000 related to the Company’s counterclaims against the plaintiffs in the lawsuit referenced above. In 2013, based on a judgment that was
entered in February 2014 in the lawsuit, the Company reduced the carrying value of the receivables subject to the counterclaims by $1.1 million. Since the right to
receive passive income in the form of royalties is not a part of the discontinued operations, the adjustments to reflect these two charges were made to continuing
operations. In 2015, the Company made an adjustment for valuation of receivables, including the Heyser case above, of $1.2 million. In 2016, the Company
made an adjustment for valuation of receivables, including the Heyser case above, of $1.1 million.
Note 3: Notes Payable
In 2012, the Company entered into a Credit Agreement with the Bank for a term loan in the amount of $5.0 million which was repayable in 48 equal monthly
principal installments of approximately $104,000 plus interest with a final payment due in May 2016. In October 2013, the Company entered into a First
Amendment to the Credit Agreement (the “First Amendment”). The First Amendment maintained the terms of the term loan except for reducing the monthly
principal payments from $104,000 to approximately $80,700 and extending the loan’s maturity to February 2017. All other terms and conditions of the term loan
remained the same including interest on the unpaid principal at a rate per annum of LIBOR plus 4%. The First Amendment also provided for a new term loan in
the original amount of $825,000 requiring monthly principal payments of approximately $20,600 per month commencing in November 2013 and continuing
thereafter until the final payment in February 2017. The term loan provided for interest on the unpaid principal balance to be paid monthly at a rate per annum of
LIBOR plus 6.08% per annum. Proceeds from the new term loan were used to redeem the Company’s Series B Preferred Stock which were earning a return to
the holders of 12% per annum.
In October 2014, the Company entered into a Second Amendment to its Credit Agreement (the “Second Amendment”). Pursuant to the Second Amendment, the
Company borrowed $700,000 in the form of a term loan repayable in 36 equal monthly installments of principal in the amount of $19,444 plus interest on the
unpaid balance of LIBOR plus 6% per annum. The terms and conditions of the Credit Agreement were otherwise unchanged. The Company used the proceeds
from the loan for additional working capital and open air display coolers for grocery stores, as a result of the then recent growth in the grocery store take-n-bake
venue.
In July 2015, the Company borrowed $600,000 from a third-party lender, evidenced by a promissory note which was to mature in July 2017. Interest on the note
was payable at the rate of 8% per annum quarterly in arrears and this loan was subordinate to borrowings under the Company’s bank loan. In connection with the
loan, the Company issued, to the holder of the promissory note, a warrant entitling the holder to purchase up to 300,000 shares of the Company’s common stock
at an exercise price per share of $2.00. The warrant expires in July 2020. The Kingsway warrant included anti-dilution features similar to those discussed in Note
3. As such, the Kingsway warrant is considered a derivative liability at December 31, 2016 due to the additional borrowing from Super G and the conversion
feature of the private placement Notes, the number of shares of common stock underlying the Kingsway warrants increased from 300,000 to 480,000 and the
exercise price per warrant decreased from $2.00 per share to $.50 per share. In 2017, the number of shares underlying the warrant increased to 1.2 million and
the exercise price remained at $.50 per share. Proceeds were used to increase working capital in anticipation of expected growth due to the Company hiring two
new sales people, a Vice President of Supermarket Development, and entering into an agreement with a franchise broker. The Company repaid this loan in
January 2017 with the proceeds of a $600,000 loan from Paul W. Mobley at an interest rate of 7% per annum payable quarterly in arrears. The loan matures in
March 2018.
36
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
In December 2015, the Company borrowed $100,000 from Paul W. Mobley and $75,000 from A. Scott Mobley, two officers of the Company, which are evidenced
by promissory notes that were originally to mature in January 2017. In January 2016, $25,000 of the previous borrowing from A. Scott Mobley was repaid. In
February 2016, A. Scott Mobley loaned the Company another $10,000, evidenced by a promissory note. In April 2016, the Company borrowed an additional
$150,000 from Paul W. Mobley, evidenced by a promissory note. Proceeds were used for working capital. In conjunction with the loan from Super G Funding, LLC
(“Super G”), as described below, Paul W. Mobley subordinated his $250,000 note and A. Scott Mobley subordinated his $60,000 note to the Super G loan and
agreed to extend the maturity of those notes to June 10, 2018. Interest on the notes are payable at the rate of 10% per annum paid quarterly in arrears and the
loans are unsecured.
In January 2016, the Company entered into a Third Amendment to its Credit Agreement (the “Third Amendment”). Pursuant to the Third Amendment, the
Company consolidated its three term loans with the Bank into a new term loan of $1,967,000 repayable in monthly payments of principal in the amount of
$54,654 plus interest on the unpaid balance of LIBOR plus 6% per annum. The new term loan was to mature March 31, 2017 when the remaining principal
balance would have become due. In addition, the Third Amendment provided for a revolving loan in the maximum amount of $500,000 with a maturity of March
31, 2017.
In June 2016, the Company borrowed $2.0 million from Super G and used those funds: (i) to repay the $500,000 revolving Bank loan and (ii) for working capital
purposes. This loan is to be repaid in the total amount of $2.7 million in regular semi-monthly payments over a two year period.
In the fourth quarter of 2016, the Company issued 32 Units, for a purchase price of $50,000 per Unit, or $1,600,000 in the aggregate. Each $50,000 Unit consists
of a convertible, subordinated, unsecured promissory note (a “Note”) in an aggregate principal amount of $50,000 and warrants (the “Warrants”) to purchase up to
50,000 shares of the Company’s common stock, no par value per share (the “Common Stock”). The Company issued Units to investors including the following
related parties: Paul W. Mobley, the Company’s Executive Chairman, Chief Financial Officer and a director of the Company ($150,000); and Herbst Capital
Management, LLC, the principal of which is Marcel Herbst, a director of the Company ($200,000).
Interest on the Notes accrues at the annual rate of 10% and is payable quarterly in arrears. Principal of the Notes matures three years after issuance. Each
holder of the Notes may convert them at any time into Common Stock of the Company at a conversion price of $0.50 per share (subject to anti-dilution
adjustments). Subject to certain limitations, upon 30 days’ notice the Company may require the Notes to be converted into Common Stock if the daily average
weighted trading price of the Common Stock equals or exceeds $2.00 per share for a period of 30 consecutive trading days. The Notes provide for customary
events of default. The Notes are unsecured and subordinate to senior debt of the Company.
The Warrants expire three years from the date of issuance and provide for an exercise price of $1.00 per share of Common Stock (subject to anti-dilution
adjustments). Subject to certain limitations, the Company may redeem the Warrants at a price of $0.001 per share of Common Stock subject to the Warrant upon
30 days’ notice if the daily average weighted trading price of the Common Stock equals or exceeds $1.50 per share for a period of 30 consecutive trading days.
In connection with the issuance of the Units, the Company granted the Investors certain registration rights with respect to the shares of Common Stock into which
the Notes are convertible and for which the Warrants are exercisable.
37
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Divine Capital Markets LLC served as the placement agent for the offering of the Units (the “Placement Agent”). In consideration of the Placement Agent’s
services, the Placement Agent earns a cash fee and expense allowance equal to 10% and 3%, respectively, of the gross proceeds of the offering, as well as
warrants (the “Placement Agent Warrants”) for 10% of Units sold. Each Placement Agent Warrant allow the Placement Agent to purchase a Unit for $60,000.
The Company evaluated the Notes, Warrants and Placement Agent Warrants to determine if those contracts or embedded components of those contracts qualify
as derivatives to be separately accounted for in accordance with ASC 815, Derivatives and Hedging. Due to the anti-dilution features in the contracts, commonly
referred to as “down-round protection”, the contracts do not meet the scope exception for treatment as a derivative under ASC 815. As such, the embedded
conversion feature in the Notes (the “Conversion Feature”), the Warrants and the Placement Agent warrants are considered derivative financial instruments.
The accounting treatment of derivative financial instruments requires that the Company record these instruments at their fair values as of the inception date of the
agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for
each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the
classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification.
The fair value of the derivative instruments, along with the cash Placement Agent fees, are deducted from the carrying value of the Notes, as original issue
discount (“OID”). The OID is amortized over the term of the Notes using the effective interest rate method.
Activity related to the Units during the fourth quarter of 2016 is as follows:
Gross Proceeds
Placement Agent Fees
Fair Value of Warrants
Fair Value of Conversion Features
Fair Value of Placement Agent Warrants
Legal and Other Costs of Issuance
Net Amount Allocable to Notes
At December 31, 2016, the balance of the Notes is comprised of:
Face Value
Unamortized OID
Carrying Value
$
$
$
$
1,600,000
208,000
96,380
458,875
46,358
42,918
747,469
1,600,000
(830,165)
769,835
Interest expense related to the Notes, including amortization of OID, amounted to $22,365 for the year ended December 31, 2016.
The Company intends to use the net proceeds of the Notes to fund the opening of a Noble Roman’s Noble Roman’s Craft Pizza & Pub restaurants and for general
corporate purposes.
38
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
In January 2017, the Company entered into a Fourth Amendment to its Credit Agreement (the “Fourth Amendment”). Pursuant to the Fourth Amendment, the
Bank extended the maturity of the term loan to March 31, 2018. All other terms and conditions of the loan remain the same including the monthly principal
payments and the interest rate.
Interest paid on the Company’s loans in 2016 was $401,034 and in 2015 was $139,328.
Note 4: Fair Value Measurement
To measure the fair value of derivative instruments, the Company utilizes Monte Carlo models that value the Kingsway Warrant, Conversion Feature, Warrants
and Placement Agent Warrants. The Monte Carlo models are based on future projections of the various potential outcomes of each instrument, giving
consideration to the terms of each instrument. A discounted average cash flow over the various scenarios is completed to determine the value of the instrument.
The table below provides a summary of the changes in fair value, of all financial assets and liabilities measured at fair value on a recurring basis using significant
unobservable inputs (Level 3) during the year ended December 31, 2016:
Balance January 1, 2016
Issuance
Change in Fair Value of Derivative Liabilities
Balance – December 31, 2016
Kingsway
Warrant
Conversion
Feature
Warrants
Placement
Agent
Warrants
-
-
68,335
68,335
-
458,875
(23,203)
435,672
-
96,380
(2,993)
93,387
-
46,358
2,326
48,684
Total
-
601,613
44,465
646,078
The fair value of the derivative instruments as of December 31, 2016 were calculated using Monte Carlo models with the following weighted average
assumptions:
Dividend Yield
Expected Volatility
Risk Free Interest Rate
Remaining Contractual Term (Years)
Note 5: Royalties and Fees
Kingsway
Warrant
Conversion
Feature
Warrants
Placement Agent
Warrants
0%
58%
1.6%
3.5
0%
58%
1.4%
2.9
0%
58%
1.4%
2.9
0%
58%
1.4%
2.9
Approximately $313,000, $163,000 and $245,000 are included in 2014, 2015 and 2016, respectively, royalties and fees in the Consolidated Statements of
Operations for initial franchise fees. Also included in royalties and fees were approximately $80,000, $65,000 and $54,000 in 2014, 2015 and 2016, respectively,
for equipment commissions. Most of the cost for the services required to be performed by the Company are incurred prior to the franchise fee income being
recorded which is based on contractual liability for the franchisee. A substantial portion of the Company’s ongoing royalty income is paid electronically by the
Company initiating a draft on the franchisee’s account by electronic withdrawal.
39
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
In conjunction with the development of Noble Roman’s Pizza and Tuscano’s Italian Style Subs, the Company has devised its own recipes for many of the
ingredients that go into the making of its products (“Proprietary Products”). The Company contracts with various manufacturers to manufacture its Proprietary
Products in accordance with the Company’s recipes and formulas and to sell those products to authorized distributors at a contract price which includes an
allowance for use of the Company’s recipes. The manufacturing contracts also require the manufacturers to remit those allowances to the Company on a periodic
basis, usually monthly. The Company recognizes those allowances in revenue as earned based on sales reports from the distributors.
There were 2,562 franchised or licensed outlets in operation on December 31, 2015 and 2,768 on December 31, 2016. During the 12-month period ended
December 31, 2016, there were 242 new franchised or licensed outlets opened and 36 franchised or licensed outlets left the system. Grocery stores are
accustomed to adding products for a period of time, removing them for a period of time and possibly reoffering them. Therefore, it is unknown of the 2,017
included in the December 31, 2016 count, how many grocery store licenses were actually operating at any given time.
Note 6: Contingent Liabilities for Leased Facilities
The Company is no longer contingently liable on any leased facilities.
The Company has future obligations of $1,414,526 under current operating leases as follows: due in less than one year $286,426, due in one to three years
$431,920 and due in three to five years $696,180.
Note 7: Income Taxes
The Company had a deferred tax asset, as a result of prior operating losses, of $9.1 million at December 31, 2015 and $9.6 million at December 31, 2016, which
expires between the years 2019 and 2036. In 2014, 2015 and 2016, the Company used deferred benefits to offset its tax expense of $1.1 million, $513,000 and
$488,000, respectively, and tax benefits from loss on discontinued operations of $97,000 in 2014, $22,000 in 2015 and $1.0 million in 2016. As a result of the loss
carry-forwards, the Company did not pay any income taxes in 2014, 2015 and 2016. There are no material differences between reported income tax expense or
benefit and the income tax expense or benefit that would result from applying the Federal and state statutory tax rates.
Note 8: Common Stock
On February 28, 2016, a former director exercised a stock option for 20,000 shares of common stock at an exercise price of $.58 per share in a cashless exercise
and was issued 7,111 shares of common stock.
In connection with a loan in 2015, the Company issued a warrant entitling the holder to purchase up to 300,000 shares of the Company’s common stock at a
price per share of $2.00. The warrant expires July 1, 2020, per the anti-dilution provisions of the warrant, the warrant, since January 2017, entitles the holder to
purchase 1.2 million shares of the Company’s common stock at a price of $.50 per share.
As of December 31, 2016, the Company had issued Notes in the aggregate principal amount of $1.6 million convertible to common stock within three years at the
rate of $.50 per share and Warrants to purchase up to 1.6 million shares of the Company’s common stock at $1.00 per share. In January 2017, the Offering as a
result of which the Company issued a total of $2.4 million principal amount of Notes and Warrants to purchase up to 2.4 million shares of the Company’s common
stock.
40
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
The Company has an incentive stock option plan for key employees, officers and directors. 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. At December 31, 2016, the
Company had the following employee stock options outstanding:
# Common Shares
Issuable
47,500
155,000
1,400,000
31,000143,667
230,500
265,000
325,000
325,000
35,000
Exercise Price
$
.58
.58
.58
.58.58
1.00
1.00
1.00
.53
.50
As of December 31, 2016, options for 2,165,999 shares were exercisable
The Company adopted the modified prospective method to account for stock option grants, which does not require restatement of prior periods. Under the
modified prospective method, the Company is required to record compensation expense for all awards granted after the date of adoption and for the unvested
portion of previously granted awards that remain outstanding at the date of adoption, net of an estimate of expected forfeitures. Compensation expense is based
on the estimated fair values of stock options determined on the date of grant and is recognized over the related vesting period, net of an estimate of expected
forfeitures.
The Company estimates the fair value of its option awards on the date of grant using the Black-Scholes option pricing model. The risk-free interest rate is based
on external data while all other assumptions are determined based on the Company’s historical experience with stock options. The following assumptions were
used for grants in 2014, 2015 and 2016:
Expected volatility20% to 30%
Expected dividend yield None
Expected term (in years) 3
Risk-free interest rate 1.4% to 2.64%
The following table sets forth the number of options outstanding as of December 31, 2013, 2014, 2015 and 2016 and the number of options granted, exercised or
forfeited during the years ended December 31, 2014, December 31, 2015 and December 31, 2016:
41
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Balance of employee stock options outstanding as of 12/31/13
Stock options granted during the year ended 12/31/14
Stock options exercised during the year ended 12/31/14
Stock options forfeited during the year ended 12/31/14
Balance of employee stock options outstanding as of 12/31/14
Stock options granted during the year ended 12/31/15
Stock options exercised during the year ended 12/31/15
Stock options forfeited during the year ended 12/31/15
Balance of employee stock options outstanding as of 12/31/15
Stock options granted during the year ended 12/31/16
Stock options exercised during the year ended 12/31/16
Stock options forfeited during the year ended 12/31/16
Balance of employee stock options outstanding as of 12/31/16
3,457,500
370,000
(390,000)
(2,500)
3,435,000
410,000
(877,333)
(310,000)
2,657,667
395,000
(20,000)
(75,000)
2,957,667
The following table sets forth the number of non-vested options outstanding as of December 31, 2013, 2014, 2015 and 2016, and the number of stock options
granted, vested and forfeited during the years ended December 31, 2014, 2015 and 2016.
Balance of employee non-vested stock options outstanding as of 12/31/13
Stock options granted during the year ended 12/31/14
Stock options vested during the year ended 12/31/14
Stock options forfeited during the year ended 12/31/14
Balance of employee non-vested stock options outstanding as of 12/31/14
Stock options granted during the year ended 12/31/15
Stock options vested during the year ended 12/31/15
Stock options forfeited during the year ended 12/31/15
Balance of employee non-vested stock options outstanding as of 12/31/15
Stock options granted during the year ended 12/31/16
Stock options vested during the year ended 12/31/16
Stock options forfeited during the year ended 12/31/16
Balance of employee non-vested stock options outstanding as of 12/31/16
1,416,500
370,000
(755,000)
-
1,031,500
410,000
(380,999)
(330,000)
730,501
395,000
(258,833)
(75,000)
791,668
During 2016, employee stock options were granted for 395,000 shares, options for 20,000 shares were exercised and options for 75,000 shares were forfeited. At
December 31, 2016, the weighted average grant date fair value of non-vested options was $.79 per share and the weighted average grant date fair value of
vested options was $.66 per share. The weighted average grant date fair value of employee stock options granted during 2014 was $1.00, during 2015 was
$1.00 and during 2016 was $.53. Total compensation cost recognized for share-based payment arrangements was $48,815 with a tax benefit of $18,935 in 2014,
$26,962 with a tax benefit of $10,369 in 2015 and $14,295 with a tax benefit of $5,497 in 2016. As of December 31, 2016, total compensation cost related to non-
vested options was $32,297, which will be recognized as compensation cost over the next six to 33 months. No cash was used to settle equity instruments under
share-based payment arrangements.
42
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Note 9: Statements of Financial Accounting Standards
The Company does not believe that the recently issued Statements of Financial Accounting Standards will have any material impact on the Company’s
Consolidated Statements of Operations or its Consolidated Balance Sheets except:
The FASB recently issued ASU 2015-17 as part of its Simplification Initiative. The amendments eliminate the guidance in Topic 740, Income Taxes, that required
an entity to separate deferred tax liabilities and assets between current and noncurrent amounts in a classified balance sheet. Rather, deferred taxes will be
presented as noncurrent under the new standard. It takes effect in 2017 for public companies.
On February 25, 2016, the FASB issued ASU 2016-02, its leasing standard for both lessees and lessors. Under its core principle, a lessee will recognize lease
assets and liabilities on the balance sheet for all arrangements with terms longer than 12 months. The new standard takes effect in 2019 for public business
entities.
In May 2014, the FASB issused ASU 2014-09 regarding Revenue From Contract With Customers. The new standard to become effective in January 2018. The
company does not believe there will be a material impact.
Note 10: Loss on Restaurant Discontinued
This restaurant was a part of the discontinued operations in 2008 but the decision was made to continue to operate this location until the lease (renewed in 2010)
expired. The Company does not expect this expense to recur.
Note 11: Loss from Discontinued Operations
The Company made the decision in late 2008 to discontinue the business of operating traditional quick service restaurants. As a result, the Company charged off
or dramatically lowered the carrying value of all receivables related to the traditional restaurants and accrued future estimated expenses related to the estimated
cost to prosecute a lawsuit related to those discontinued operations. The ongoing right to receive passive income in the form of royalties is not a part of the
discontinued segment.
The Company reported a net loss on discontinued operations of $154,000 in 2014. This consisted of $9,600 in legal and settlement costs through the expiration
of the lease relating to the restaurant that was closed in conjunction with the business activity discontinued in 1999 discussed above. In addition, the Company
incurred $139,600 for legal and other costs related to the operations discontinued in 2008, and wrote off $4,300 in receivables related to the operations
discontinued in 2008.
The Company reported a net loss on discontinued operations of $35,000 in 2015. This consisted of $4,800 as a final payment on a property that was closed in
conjunction with the 1999 discontinued operations. In addition, the Company incurred a loss of $30,000 for rent and legal fees related to the operations
discontinued in 2008.
43
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
The Company report a net loss on discontinued operations of $1.7 million in 2016. During the quarter ended September 30, 2016, the Company made the
decision to discontinue the stand-alone take-n-bake concept and devote its efforts to its next generation stand-alone prototype, Noble Roman’s Craft Pizza & Pub.
As a result of that decision, the Company is charging off all assets related to those discontinued operations, including $505,000 after-tax benefit invested in three
franchised locations, partially owned by certain officers of the Company which were not involved in the management of the operations, which had been used
primarily to support research and development by the Company in those three franchised locations. The Company was using those franchised locations for
testing and development in an attempt to improve the stand-alone take-n-bake concept for future franchising before the Company made the decision in the third
quarter to discontinue that concept. In addition, $1.07 million of the after-tax benefit reflected the charge-off of various receivables due from unrelated former
franchisees of the stand-alone take-n-bake concept. In addition, $48,000 of the after-tax benefit reflected the charge-off of various other expenses related to the
discontinuation of the stand-alone take-n-bake concept. This resulted in the net loss after-tax benefit resulting from the discontinuation of the stand-alone take-n-
bake concept in the aggregate amount of $1.7 million. The loss on discontinued operations also included a loss of $39,000, after the tax benefit, for settlement of
rent on a former location that was part of the discontinued operations in 2008.
Note 12: Contingencies
The Company, from time to time, is or may become involved in various litigation or regulatory proceedings arising out of its normal business operations.
Currently, there are no such pending proceedings which the Company considers to be material.
Note 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.
In December 2015, the Company borrowed $100,000 from Paul W. Mobley and $75,000 from A. Scott Mobley, two officers of the Company, which are evidenced
by promissory notes that were originally to mature in January 2017. In January 2016, $25,000 of the previous borrowing from A. Scott Mobley was repaid. In
February 2016, A. Scott Mobley loaned the Company another $10,000, evidenced by a promissory note. In April 2016, the Company borrowed an additional
$150,000 from Paul W. Mobley, evidenced by a promissory note. Proceeds were used for working capital. In conjunction with the loan from Super G, as described
below, Paul W. Mobley subordinated his $250,000 note and A. Scott Mobley subordinated his $60,000 note to the Super G loan and agreed to extend the maturity
of those notes to June 10, 2018. Interest on the notes are payable at the rate of 10% per annum paid quarterly in arrears and the loans are unsecured. In January
2017, the Company borrowed $600,000 from Paul W. Mobley at an interest rate of 7% per annum payable quarterly in arrears. The loan matures in March 2018.
44
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Of the 32 units sold in the private placement which began in October 2016, three units were purchased by Paul W. Mobley, Executive Chairman, and four units
were purchased by Marcel Herbst, Director. Each unit consists of a Note in the principal amount of $50,000 and a Warrant to purchase 50,000 shares of the
Company’s common stock. These transactions were all done on the same terms and conditions as all of the independent investors who purchased the other 25
units.
The Company executed a franchise agreement for three stand-alone take-n-bake retail outlets during 2012 in which the franchisee was partially owned by certain
officers of the Company, however, these individuals were not involved in the management of the franchisee’s operations, which had been used primarily to
support research and development by the Company in those three franchised locations. The Company was supporting that franchise because it was using those
franchised locations for testing and development in an attempt to improve the stand-alone take-n-bake concept for future franchising before the Company made
the decision in the third quarter to discontinue that concept, resulting in a loss after-tax benefit related to that entity of $505,000. The Company has no exposure to
loss related to this entity in the future. Neither the Company, nor any officers of the Company, have guaranteed any obligations of the franchisee. While the
franchisee was determined to be a variable interest entity, as defined by accounting principles generally accepted in the United States, management determined
that the Company had a significant variable interest but did not have the power to direct the activities of the variable interest entity that most significantly impact its
economic performance. Therefore, the Company was not the primary beneficiary of the franchisee, and as such, was not required to present consolidated
financial statements with the franchisee.
Quarter Ended
$
June 30
September 30
(in thousands, except per share data)
1,940
$
881
-
(751)
-
47
31
-
31
2,022
856
-
-
-
702
434
(1,426)
(993)
.02
.02
(.05)
(.05)
.00
.00
.00
.00
$
March 31
1,779
662
37
-
-
570
350
-
350
.02
.02
.02
.02
Note 14: Unaudited Quarterly Financial Information
2016
December 31
Total revenue
Operating income
Loss on restaurant discontinued
Valuation allowance for receivables - including Heyser case
Change in fair value of derivatives
Net income (loss) before income taxes from continuing operations
Net income (loss) from continuing operations
Loss from discontinued operations
Net income (loss)
Net income from continuing operations per common share
Basic
Diluted
Net income (loss) per common share
Basic
Diluted
2,095
679
-
(353)
(44)
(42)
(26)
(234)
(260)
.00
.00
(.01)
(.01)
$
45
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Quarter Ended
$
June 30
September 30
(in thousands, except per share data)
2,096
$
918
-
600
276
170
-
170
1,918
725
-
250
425
261
-
261
.01
.01
.01
.01
.01
.01
.01
.01
$
March 31
1,827
664
-
-
618
380
-
380
.02
.02
.02
.02
2015
December 31
Total revenue
Operating income
Loss on restaurant discontinued
Valuation allowance for receivables - including Heyser case
Net income before income taxes from continuing operations
Net income from continuing operations
Loss from discontinued operations
Net income (loss)
Net income from continuing operations per common share
Basic
Diluted
Net income per common share
Basic
Diluted
1,888
634
191
380
15
10
(35)
(25)
-
-
-
-
$
46
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
NOBLE ROMAN’S, INC. AND SUBSIDIARIES
Indianapolis, Indiana
We have audited the accompanying consolidated balance sheets of NOBLE ROMAN’S, INC. AND SUBSIDIARIES, as of December 31, 2016 and 2015,
and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for each of the three years in the period ended
December 31, 2016. 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 the standards of the Public Company Accounting Oversight Board (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.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial
statements, 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, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of NOBLE
ROMAN’S, INC. AND SUBSIDIARIES, as of December 31, 2016 and 2015, and the results of its operations and its cash flows for each of the three years
in the period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.
/s/ Somerset CPA’s, P.C.
Indianapolis, Indiana
March 27, 2017
47
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f)
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or
persons performing similar functions, and effected by the Company’s Board of Directors, management, and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted
accounting principles (“GAAP”) and includes those policies and procedures that:
(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
Company;
(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP,
and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;
and
(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that
could have a material effect on the financial statements.
Because of applicable limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial
reporting. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Public Company Accounting Oversight Board’s Auditing Standard No. 5 defines a material weakness as a deficiency, or a combination of deficiencies, in
internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial
statements will not be prevented or detected on a timely basis. A deficiency in internal control over reporting exists when the design or operation of a control does
not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis.
Our management, including Paul W. Mobley, the Company’s Executive Chairman of the Board and Chief Financial Officer, and A. Scott Mobley, the Company’s
President and Chief Executive Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2016. Our
management has concluded that the Company’s internal controls over financial reporting are effective.
48
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
There have been no changes in internal controls over financial reporting during the period covered by this report that have materially affected, or are reasonably
likely to materially affect, the Company’s internal control over financial reporting.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange
Commission that permit the Company to provide only management’s report in this annual report.
Management’s Evaluation of Disclosure Controls and Procedures
Based on their evaluation, as of the end of the period covered by this report, Paul W. Mobley, the Company’s Executive Chairman of the Board and Chief
Financial Officer, and A. Scott Mobley, the company’s President and Chief Executive Officer, have concluded that the Company’s disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are effective.
ITEM 9B. OTHER INFORMATION
None.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE
PART III
Information concerning this item is included under captions “Election of Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance,” and “Corporate
Governance” in our Proxy Statement for our 2017 Annual Meeting of Shareholders (the “2017 Proxy Statement”) and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
Information concerning this item is included under the captions “Executive Compensation,” “Director Compensation” and “Compensation Committee Interlocks and
Insider Participation” in the 2017 Proxy Statement and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information concerning this item is included in Item 5 of this report under the caption “Equity Compensation Plan Information” and under the caption “Security
Ownership of Certain Beneficial Owners and Management” in the 2017 Proxy Statement and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information concerning this item is included under the caption “Corporate Governance” in the 2017 Proxy Statement and is incorporated herein by reference.
49
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Information concerning this item is included under the caption “Independent Auditors’ Fees” in the 2017 Proxy Statement and is incorporated herein by reference.
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statements of Noble Roman’s, Inc. and Subsidiaries are included in Item 8:
PART IV
Consolidated Balance Sheets - December 31, 2015 and 2016
Consolidated Statements of Operations - years ended December 31, 2014, 2015 and 2016
Consolidated Statements of Changes in Stockholders’ Equity - years ended December 31, 2014, 2015 and 2016
Consolidated Statements of Cash Flows - years ended December 31, 2014, 2015 and 2016
Notes to Consolidated Financial Statements
Report of Independent Registered Accounting Firm. – Somerset CPAs, P.C.
Exhibits
Exhibit
Number
Description
Page
28
29
30
31
32
47
3.1 Amended Articles of Incorporation of the Registrant, filed as an exhibit to the Registrant’s Amendment No. 1 to the Post Effective Amendment No. 2 to
Registration Statement on Form S-1 filed July 1, 1985 (SEC File No.2-84150), is incorporated herein by reference.
3.2 Amended and Restated By-Laws of the Registrant, as currently in effect, filed as an exhibit to the Registrant’s Form 8-K filed December 23, 2009, is
incorporated herein by reference.
3.3 Articles of Amendment of the Articles of Incorporation of the Registrant effective February 18, 1992 filed as an exhibit to the Registrant’s Registration
Statement on Form SB-2 (SEC File No. 33-66850), ordered effective on October 26, 1993, is incorporated herein by reference.
3.4 Articles of Amendment of the Articles of Incorporation of the Registrant effective May 11, 2000, filed as Annex A and Annex B to the Registrant’s Proxy
Statement on Schedule 14A filed March 28, 2000, is incorporated herein by reference.
3.5 Articles of Amendment of the Articles of Incorporation of the Registrant effective April 16, 2001 filed as Exhibit 3.4 to Registrant’s annual report on Form
10-K for the year ended December 31, 2005, is incorporated herein by reference.
3.6 Articles of Amendment of the Articles of Incorporation of the Registrant effective August 23, 2005, filed as Exhibit 3.1 to the Registrant’s current report on
Form 8-K filed August 29, 2005, is incorporated herein by reference.
4.1 Specimen Common Stock Certificates filed as an exhibit to the Registrant’s Registration Statement on Form S-18 filed October 22, 1982 and ordered
effective on December 14, 1982 (SEC File No. 2-79963C), is incorporated herein by reference.
4.2 Warrant to purchase common stock, dated July 1, 2015, filed as Exhibit 10.11 to the Registrant’s Form 10-Q filed on August 11, 2015, is incorporated
herein by reference.
4.3 Form of warrant to purchase common stock, dated November 2, 2016 filed herewith.
10.1 Employment Agreement with Paul W. Mobley dated January 2, 1999 filed as Exhibit 10.1 to Registrant’s annual report on Form 10-K for the year ended
December 31, 2005, is incorporated herein by reference.*
10.2 Employment Agreement with A. Scott Mobley dated January 2, 1999 filed as Exhibit 10.2 to Registrant’s annual report on Form 10-K for the year ended
December 31, 2005, is incorporated herein by reference.*
10.3 Credit Agreement with BMO Harris Bank, N.A., dated May 25, 2012, filed as Exhibit 10.17 to the Registrant’s quarterly report on Form 10-Q filed on August
13, 2012, is incorporated herein by reference.
10.4 First Amendment to Credit Agreement with BMO Harris Bank, N.A. dated October 31, 2013, filed as Exhibit 10.4 to the Registrant’s annual report on Form
10-K for the year ended December 31, 2013, is incorporated herein by reference.
10.5 Promissory Note (Term Loan) with BMO Harris Bank, N.A. dated October 31, 2013, filed as Exhibit 10.5 to the Registrant’s annual report on Form 10-K for
the year ended December 31, 2013 is incorporated herein by reference.
10.6 Promissory Note (Term Loan II) with BMO Harris Bank, N.A. dated October 31, 2013, filed as Exhibit 10.6 to the Registrant’s annual report on Form 10-K
for the year ended December 31, 2013 is incorporated herein by reference.
10.7 Second Amendment to Credit Agreement with BMO Harris Bank, N.A. dated October 15, 2014, filed as Exhibit 10.7 to the Registrants Annual Report on
Form 10-K filed on March 12, 2015, is incorporated herein by reference.
10.8 Promissory Note with BMO Harris Bank, N.A. dated October 15, 2014, filed as Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K filed on March
12, 2015, is incorporated herein by reference.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
50
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
10.9 Agreement dated April 8, 2015, by and among Noble Roman’s, Inc. and the shareholder parties, filed as Exhibit 10.1 to Registrant’s Form 8-K filed on April
8, 2015, is incorporated herein by reference.
Promissory Note payable to Kingsway America, Inc., dated July 1, 2015, filed as Exhibit 10.10 to the Registrant’s Form 10-Q filed on August 11, 2015, is
incorporated herein by reference.
10.10
Third Amendment to Credit Agreement with BMO Harris Bank, N.A. dated January 22, 2016, filed as Exhibit 10.11 to the Registrant’s Form 10-K filed on
March 14, 2015.
10.11
Promissory Note payable to BMO Harris Bank, N.A., dated January 22, 2016, filed as Exhibit 10.12 to the Registrant’s Form 10-K filed on March 14, 2015.
10.12
10.13
10.14
10.15
10.16
Promissory Note payable to BMO Harris Bank, N.A., dated January 22, 2016, filed as Exhibit 10.13 to the Registrant’s Form 10-K filed on March 14, 2015.
Promissory Note payable to Paul W. Mobley, dated June 2016, filed herewith.
Promissory Note payable to A. Scott Mobley, dated June 2016, filed herewith.
Form of convertible promissory note dated November 2, 2016, filed herewith.
21.1 Subsidiaries of the Registrant, filed herewith. [NTD: Revise to include RH Roanoke, Inc.]
31.1 C.E.O. Certification under Rule 13a-14(a)/15d-14(a)
31.2 C.F.O. Certification under Rule 13a-14(a)/15d-14(a)
32.1 C.E.O. Certification under Section 1350
32.2 C.F.O. Certification under Section 1350
101 Interactive Financial Data
* Identifies an Exhibit that consists of or includes a management contract or compensatory plan or arrangement.
51
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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.
SIGNATURES
Date: March 27, 2017
Date: March 27, 2017
NOBLE ROMAN’S, INC.
By: /s/ A. Scott Mobley
A. Scott Mobley
President and Chief Executive Officer
By: /s/ Paul W. Mobley
Paul W. Mobley
Executive Chairman,
Chief Financial Officer and
Principal Accounting Officer
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 27, 2017
Date: March 27, 2017
Date: March 27, 2017
Date: March 27, 2017
/s/ Paul W. Mobley
Paul W. Mobley
Executive Chairman of the Board,
Chief Financial Officer and Director
/s/ A. Scott Mobley
A. Scott Mobley
President, Chief Executive Officer and Director
/s/ Douglas H. Coape-Arnold
Douglas H. Coape-Arnold
Director
/s/ Marcel Herbst
Marcel Herbst
Director
52
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT
REQUIRED UNDER SUCH ACT.
EXHIBIT 4.3
NOBLE ROMAN’S, INC.
REDEEMABLE COMMON STOCK PURCHASE CLASS A WARRANT
_______________, 2016
THIS COMMON STOCK PURCHASE CLASS A WARRANT (this “ Warrant”) of Noble Roman’s, Inc., a corporation duly organized and validly existing under the
laws of Indiana (the “Company”), is issued to the Holder (as defined below). This Warrant is part of a series of Class A Warrants (the " Class A Warrants "), all with
the same terms and conditions as those set forth herein, which may be issued by the Company exercisable for up to an aggregate 1,600,000 shares of Common
Stock, as defined below, subject to adjustment pursuant to the anti dilution provisions herein. It is being issued as part of a unit purchased by the Holder, as
defined below, from the Company pursuant to which the Holder is also purchasing a subordinated convertible note (the “Note”) from the Company.
FOR VALUE RECEIVED, the Company hereby certifies that the registered holder hereof ___________, with an address at ____________ (the “Holder”), and the
Holder’s successors and assigns, is entitled to purchase from the Company _________ duly authorized, validly issued, fully paid and nonassessable common
shares of the Company, no par value (the “Common Stock”), at a purchase price equal to $1.00 per share, as may be adjusted pursuant to the anti-dilution
provisions set forth herein (the “Warrant Price ”). The Person, as defined in Section 3.2 below, in whose name this Warrant (or one or more predecessor
Warrants) is registered on the records of the Company regarding registration and transfers of the Class A Warrants (the “Warrant Register”) is the owner and
holder thereof for all purposes, except as described in Section 13 hereof.
1. Vesting of Warrant. This Warrant shall vest and become exercisable as of the date that the Company shall have effected the Share Authorizarion defined
in Section 3.7 below.
2. Expiration of Warrant. This Warrant shall expire on _________, 2019 unless further extended pursuant the terms of Section 3,7 below (the “Expiration
Date”).
3. Exercise of Warrant. This Warrant shall be exercisable pursuant to the terms of Section 1 and this Section 3 hereof.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Redeemable Common Stock Purchase Class A Warrant
F __.__.16
issued by Noble Roman’s, Inc. to
_________________________
page 2
3.1 Manner of Exercise.
(a) This Warrant may only be exercised by the Holder hereof, in accordance with the terms and conditions hereof, in whole or in part with respect to any
portion of this Warrant, into shares of Common Stock (the “Warrant Shares ”), during normal business hours on any day other than a Saturday or a Sunday or a
day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”) on or prior to the Expiration Date with
respect to such portion of this Warrant, by surrender of this Warrant to the Company at its office maintained pursuant to Section 13.2(a) hereof, accompanied by
an exercise notice (the “Exercise Notice”) in substantially the form attached to this Warrant as Exhibit A (or a reasonable facsimile thereof) duly executed by the
Holder, together with the payment of the Warrant Price.
(b) Cashless Exercise. If at any time commencing one hundred and eighty (180) days after the issuance date of this Warrant, there is no effective
Registration Statement registering, or no current prospectus available for the resale of all of the Warrant Shares that may be acquired pursuant to this Warrant by
the Holder, then this Warrant may also be exercised at the Holder’s election, in whole or in part, at such time by means of a “cashless exercise” in which the
Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
(A) = the closing price of the Company’s Common Stock on the Business Day immediately preceding the date on which Holder elects to exercise this
Warrant by means of a “cashless exercise,” as set forth in the applicable Exercise Notice;
(B) = the Exercise Price of this Warrant, as adjusted hereunder; and
(X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise
were by means of a cash exercise rather than a cashless exercise.
Notwithstanding anything herein to the contrary, on the Expiration Date, unless the Holder notifies the Company otherwise, if there is no effective Registration
Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant shall be automatically exercised via
cashless exercise pursuant to this Section 3.1(b).
3.2 When Exercise Effective. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on
the Business Day on which this Warrant shall have been surrendered to the Company as provided in Section 3.1 hereof, and, at such time, the corporation,
association, partnership, organization, business, individual, government or political subdivision thereof or a governmental agency (a “Person” or the “Persons”) in
whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon exercise as provided in Section 3.3 hereof shall be
deemed to have become the holder or holders of record thereof.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Redeemable Common Stock Purchase Class A Warrant
F __.__.16
issued by Noble Roman’s, Inc. to
_________________________
page 3
3.3 Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent (the
“Transfer Agent”) to the Holder by (A) crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent
Commission (“DWAC”) system if the Company is then a participant in such system and there is either (1) an effective Registration Statement, as defined in
Section 6 below, permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (2) the Warrant Shares are eligible for resale
by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 under the Act or (B) if the Company is not then a participant in the DWAC system
and there is not an effective Registration Statement as aforesaid, by physical delivery of the certificates, bearing the restrictive legends required by Section 12.1
hereof if the Underlying Shares are otherwise not publicly tradable or without such restrictive legends if the Underlying Shares are otherwise publicly tradable
pursuant to Rule 144 under the Act, to the address specified by the Holder in the Exercise Notice by the date that is three (3) Business Days after the latest of (i)
the delivery to the Company of the Exercise Notice, (ii) surrender of this Warrant and (iii) payment of the aggregate Exercise Price as set forth above (such date,
the “Warrant Share Delivery Date ”).
3.4 Rescission Rights. If the Warrant is exercised pursuant to 3.3 (A) above, the Company fails to cause the Transfer Agent to transmit the
Warrant Shares to the Holder via the DWAC system by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise, which will
terminate on the earlier of the actual delivery of the Warrant Shares or three (3) Business Days after the Warrant Share Delivery Date.
3.5 Partial Exercise. In case exercise is in part only, a new Warrant of like tenor, dated the date hereof and calling in the aggregate on the face
thereof for the number of Warrant Shares equal to the number of Warrant Shares called for on the face of this Warrant minus the number of Warrant Shares
designated by the Holder upon exercise as provided in Section 3.1 hereof (without giving effect to any adjustment thereof).
3.6 Company to Reaffirm Obligations. The Company will, at the time of each exercise of this Warrant, upon the written request of the Holder
hereof, acknowledge in writing its continuing obligation to afford to the Holder all rights (including without limitation any rights to registration of the Warrant Shares
issued upon exercise) to which the Holder shall continue to be entitled after exercise in accordance with the terms of this Warrant; provided, however, that if the
Holder shall fail to make a request, the failure shall not affect the continuing obligation of the Company to afford the rights to such Holder.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Redeemable Common Stock Purchase Class A Warrant
F __.__.16
issued by Noble Roman’s, Inc. to
_________________________
page 4
3.7 Agreement to Increase Authorization to Issue Common Stock . As of the date hereof the Company is authorized to issue up to 25,000,000
shares of Common Stock and there are 20,783,032 shares of Common Stock currently issued and outstanding. Total additional shares needed for: currently
exercisable outstanding stock options, the conversion of the Notes and the exercise of the Class A Warrants are 6,675,091 shares. Accordingly, the Company will
not have a sufficient number of authorized shares to satisfy the above requirement. The Company covenants that, within 150 days after the date hereof it will take
whatever action may be required, including obtaining stockholder approval to amend the Company’s Certificate of Incorporation to increase the number of shares
that the Company is authorized to issue so it can satisfy this issuance requirement (the “Share Authorization”). The Company agrees that in the event that it fails
to effect the Share Authorization within 150 days after the date hereof it will extend the Expiration Date for each day that it fails to obtain the Share Authorization
after the termination of the aforesaid 150 day period.
4. Warrant Adjustments.
The Warrant Price and the number of shares purchasable upon exercise of this Warrant shall be subject to adjustment with respect to events after the date hereof
as follows:
(a) Adjustment for Change in Capital Stock. Except as provided in Paragraph 4 (l) below, if the Company shall (i) declare a dividend on its
outstanding Common Stock in shares of its capital stock, (ii) subdivide its outstanding Common Stock, (iii) combine its outstanding Common Stock into a smaller
number of shares, or (iv) issue any shares of its capital stock by reclassification of its Common Stock (including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing corporation), then in each such case the Warrant Price in effect immediately prior to such action
shall be adjusted so that if this Warrant is thereafter exercised, the Holder may receive the number and kind of shares which the Holder would have owned
immediately following such action if the Holder had exercised this Warrant immediately prior to such action. Such adjustment shall be made successively
whenever such an event shall occur. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and
immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment the Holder upon exercise of this Warrant
may receive shares of two or more classes of capital stock of the Company, the Company's Board of Directors, in good faith, shall determine the allocation of the
adjusted Warrant Price between the classes of capital stock. After such allocation, the Warrant Price of each class of capital stock shall thereafter be subject to
adjustment on terms comparable to those applicable to Common Stock in this Section 4.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Redeemable Common Stock Purchase Class A Warrant
F __.__.16
issued by Noble Roman’s, Inc. to
_________________________
page 5
(b) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 4(a) above, if at any time the Company grants, issues or sells
any rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”),
then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have
acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on
exercise hereof,) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the
date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.
(c) Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the date hereof, the Company issues or sells, or in
accordance with this section is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned
or held by or for the account of the Company, but excluding any Exempt Issuance issued or sold or deemed to have been issued or sold) for a consideration per
share (the “New Issuance Price”) less than a price equal to the Warrant Price in effect immediately prior to such issue or sale or deemed issuance or sale (such
Conversion Rate then in effect is referred to as the “Applicable Price”) (the foregoing a “ Dilutive Issuance”), then immediately after such Dilutive Issuance, the
Warrant Price then in effect shall be reduced to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted
Warrant Price and consideration per share under this section), the following shall be applicable:
i. Issuance of Common Stock Equivalents. If the Company in any manner issues or sells any securities of the Company or any subsidiary which
would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other
instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (collectively,
“Common Stock Equivalents ”) (other than Common Stock Equivalents that qualify as Exempt Issuances) and the lowest price per share for which one share of
Common Stock is issuable upon the conversion, exercise or exchange thereof is less than the Applicable Price, then such share of Common Stock shall be
deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Common Stock Equivalents for such
price per share. For the purposes of this section, the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or
exchange thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with
respect to one share of Common Stock upon the issuance or sale of the Common Stock Equivalent and upon conversion, exercise or exchange of such Common
Stock Equivalent and (y) the lowest conversion price set forth in such Common Stock Equivalent for which one share of Common Stock is issuable upon
conversion, exercise or exchange thereof minus (2) the sum of all amounts paid or payable to the holder of such Common Stock Equivalent (or any other person)
upon the issuance or sale of such Common Stock Equivalent plus the value of any other consideration received or receivable by, or benefit conferred on, the
holder of such Common Stock Equivalent (or any other Person). Except as contemplated below, no further adjustment of the Warrant Price shall be made upon
the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Redeemable Common Stock Purchase Class A Warrant
F __.__.16
issued by Noble Roman’s, Inc. to
_________________________
page 6
ii. Change in Price or Rate of Conversion. If the purchase or exercise price provided for in any options, the additional consideration, if any, payable
upon the issue, conversion, exercise or exchange of any Common Stock Equivalents, or the rate at which any Common Stock Equivalents are convertible into or
exercisable or exchangeable for shares of Common Stock increases or decreases at any time, the Warrant Price in effect at the time of such increase or
decrease shall be adjusted to the Warrant Price which would have been in effect at such time had such options or Common Stock Equivalents provided for such
increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted,
issued or sold. For purposes of this section, if the terms of any Common Stock Equivalent that was outstanding as of the date of issuance of this Warrant are
increased or decreased in the manner described in the immediately preceding sentence, then such Common Stock Equivalent and the shares of Common Stock
deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No
adjustment pursuant to this section shall be made if such adjustment would result in an increase of the Warrant Price then in effect.
iii. “Exempt Issuance” means the issuance of (a) shares of Common Stock and options to officers, employees, or directors of the Company issued
pursuant to plans that have been approved by a majority of the board of directors of the Company, (b) securities upon the exercise or exchange of or conversion
of any securities issued in the Offering and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and
outstanding on the date immediately prior to the initial closing of this Offering, provided that such securities and any term thereof have not been amended since
such date to increase the number of such securities or to decrease the issue price, exercise price, exchange price or conversion price of such securities, (c) full or
partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or
other entity which holders of such securities or debt are not at any time granted any registration rights but shall not include a transaction in which the Company is
issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, and (d) securities in connection with
strategic license agreements and other partnering arrangements so long as such issuances are not primarily for the purpose of raising capital and which holders
of such securities or debt are not at any time granted registration rights.
(d) Number of Shares. Upon each adjustment of the Warrant Price as a result of the calculations made in Paragraphs 4 (a) and (b) above, this
Warrant shall thereafter evidence the right to purchase, at the adjusted Warrant Price, that number of shares (calculated to the nearest one-hundredth) obtained
by dividing (i) the product obtained by multiplying the number of shares issuable upon exercise of this Warrant prior to adjustment of the number of shares by
Warrant Price in effect prior to adjustment of the Warrant Price by (ii) the Warrant Price in effect after such adjustment of the Warrant Price.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Redeemable Common Stock Purchase Class A Warrant
F __.__.16
issued by Noble Roman’s, Inc. to
_________________________
page 7
(e) Transactions Not Requiring Adjustments. No adjustment need be made for a transaction referred to in Paragraphs (a) and (b) of this Section 4 if
the Holder is permitted to participate in the transaction on a basis no less favorable than any other party and at a level, which would preserve the Holder’s
percentage equity participation in the Common Stock upon exercise of this Warrant. No adjustment need be made for sales of Common Stock pursuant to a
Company plan for reinvestment of dividends or interest, the granting of options and/or the exercise of options outstanding under any of the Company's currently
existing stock option plans, the exercise of currently existing incentive stock options or incentive stock options which may be granted in the future, the exercise of
any other of the Company's currently outstanding options, or any currently authorized warrants, whether or not outstanding. No adjustment need be made for a
change in the par value of the Common Stock, or from par value to no par value or from no par value to par value. If this Warrant becomes exercisable solely into
cash, no adjustment need be made thereafter. Interest will not accrue on the cash.
(f) Action to Permit Valid Issuance of Common Stock. Before taking any action which would cause an adjustment reducing the Warrant Price below
the then par value, if any, of the shares of Common Stock issuable upon exercise of this Warrant, the Company will take all corporate action which may, in the
opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Warrant Price.
(g) Minimum Adjustment. No adjustment in the Warrant Price shall be required if such adjustment is less than $0.01; provided, however, that any
adjustments, which by reason of this Paragraph 4 (g) are not required to be made, shall be carried forward and taken into account in any subsequent adjustment.
All calculations under this Section 4 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. Anything to the contrary
notwithstanding, the Company shall be entitled to make such reductions in the conversion price, in addition to those required by this Paragraph 4 (g) , as it in its
discretion shall determine to be advisable in order that any stock dividends, subdivision of shares, distribution of rights to purchase stock or securities, or
distribution of securities convertible into or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable.
(h) Referral of Adjustment. In any case in which this Section 4 shall require that an adjustment in the Warrant Price be made effective as of a
record date for a specified event (the “Exercise Event”), if this Warrant shall have been exercised after such record date, the Company may elect to defer until the
occurrence of the Exercise Event issuing to the Holder the shares, if any, issuable upon the Exercise Event over and above the shares, if any, issuable upon such
exercise on the basis of the Warrant Price in effect prior to such adjustment; provided, however, that the Company shall deliver to the Holder a due bill or other
appropriate instrument evidencing the Holder’ right to receive such additional shares upon the occurrence of the Exercise Event.
(i) Number of Shares. Upon each adjustment of the Warrant Price as a result of the calculations made in Paragraphs (a) and (b) of this Section 4,
this Warrant shall thereafter evidence the right to purchase, at the adjusted Warrant Price, that number of shares (calculated to the nearest thousandth) obtained
by dividing (i) the product obtained by multiplying the number of shares purchasable upon exercise of this Warrant prior to adjustment of the number of shares by
the Warrant Price in effect prior to adjustment of the Warrant Price by (ii) the Warrant Price in effect after such adjustment of the Warrant Price.
(j) Voluntary Reduction. The Company from time to time may reduce the Warrant Price by any amount for any period of time if the period is at least
20 days and if the reduction is irrevocable during the period. Whenever the Warrant Price is reduced, the Company shall mail to the Holder a notice of the
reduction. The Company shall mail the notice at least 15 days before the date the reduced Warrant Price takes effect. The notice shall state the reduced Warrant
Price and the period it will be in effect. A reduction of the Warrant Price does not change or adjust the Warrant Price otherwise in effect for purposes of
Paragraphs 4 (a) and (b) above. Anything to the contrary notwithstanding, this Paragraph 4 (j) shall be void and of no effect if it violates the rules and/or
regulations of any exchange or inter-dealer quotation system on which the Common Stock is then listed for trading.
(k) Prohibition against Certain Reductions of Warrant Price. Anything to the contrary notwithstanding, in no event shall the Warrant Price be reduced
below the par value of the Common Stock.
(l) Notice of Adjustments. Whenever the Warrant Price is adjusted, the Company shall promptly mail to the Holder a notice of the adjustment
together with a certificate from the Company's Chief Financial Officer briefly stating (i) the facts requiring the adjustment, (ii) the adjusted Warrant Price and the
manner of computing it, and (iii) the date on which such adjustment becomes effective. The certificate shall be prima facia evidence that the adjustment is correct,
absent manifest error.
(m) Reorganization of Company. If the Company and/or the Holder of Common Stock are parties to a merger, consolidation or a transaction in
which (i) the Company transfers or leases substantially all of its assets; (ii) the Company reclassifies or changes its outstanding Common Stock; or (iii) the
Common Stock is exchanged for securities, cash or other assets; the Person who is the transferee or lessee of such assets or is obligated to deliver such
securities, cash or other assets shall assume the terms of this Warrant. If the issuer of securities deliverable upon exercise of this Warrant is an affiliate of the
surviving, transferee or lessee corporation, that issuer shall join in such assumption. The assumption agreement shall provide that the Holder may exercise this
Warrant into the kind and amount of securities, cash or other assets which the Holder would have owned immediately after the consolidation, merger, transfer,
lease or exchange if the Holder had exercised this Warrant immediately before the effective date of the transaction. The assumption agreement shall provide for
adjustments that shall be as nearly equivalent as may be practical to the adjustments provided for in this Section 4. The successor company shall mail to the
Holder a notice briefly describing the assumption agreement. If this Paragraph applies, Paragraph 4 (a) above does not apply.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Redeemable Common Stock Purchase Class A Warrant
F __.__.16
issued by Noble Roman’s, Inc. to
_________________________
page 8
(n) Dissolution, Liquidation. In the event of the dissolution or total liquidation of the Company, then after the effective date thereof, this Warrant and
all rights thereunder shall expire.
(o) Notices. If (i) the Company takes any action that would require an adjustment in the Warrant Price pursuant to this Section 4; or (ii) there is a
liquidation or dissolution of the Company, the Company shall mail to the Holder a notice stating the proposed record date for a distribution or effective date of a
reclassification, consolidation, merger, transfer, lease, liquidation or dissolution. The Company shall mail the notice at least 15 days before such date. Failure to
mail the notice or any defect in it shall not affect the validity of the transaction.
5. Fractional Shares. If the number of Warrant Shares purchasable upon the exercise of this Warrant is adjusted pursuant to Section 4 hereof, the
Company shall nevertheless not be required to issue fractions of shares upon exercise of this Warrant or otherwise, or to distribute certificates that evidence
fractional shares. Instead the Company will round any fractional share to the nearest share so that if the fraction is less than 0.5 no share shall be issued and if
the fraction is 0.5 or higher the Company shall issue one full share
6. Right to Registration. The Holder has the right to require the Company to register the Warrant Shares pursuant to a registration statement (the
“Registration Statement”) under the Securities Act of 1933 (the “ Act”) with the Securities and Exchange Commission (the “ Commission”) in accordance with the
terms of an agreement (the “Registration Rights Agreement”) dated as of the date hereof among the Company, the Holder and the holders of other Class A
Warrants. The date that the first Registration Statement filed pursuant to the Registration Rights Agreement is declared effective by the Commission is herein
referred to as the “Effective Date.”
7. Redemption.
7.1 Company’s Right to Redeem this Warrant. On or after the Effective Date, as long as the Warrant Shares may be sold publicly, on not less than
30 days notice to the Holder, the Company may redeem this Warrant at a redemption price of $0.001 times the number of Warrant Shares for which this Warrant
can then be exercised (the "Redemption Price"), provided that daily average weighted trading price of the Common Stock equals or exceeds $2.00 per share for a
period of 30 consecutive trading days (commencing after the Effective Date) ending one trading day prior to the date that the notice of redemption is sent. All
unexercised Class A Warrants must be redeemed if any Class A Warrants are redeemed.
7.2 Method of Redemption. In case the Company shall desire to exercise its right to redeem this Warrant, it shall mail a notice of redemption to the
Holder, first class, postage prepaid, not later than the 30th day before the date fixed for redemption, at the Holder’s last address as shall appear in the records of
the Company. Any notice mailed in the manner provided herein shall be conclusively presumed to have been duly given whether or not the Holder receives such
notice.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Redeemable Common Stock Purchase Class A Warrant
F __.__.16
issued by Noble Roman’s, Inc. to
_________________________
page 9
7.3 Notice of Redemption. The notice of redemption shall specify (i) the Redemption Price; (ii) the date fixed for redemption, which may not be less
than 30 days after such notice is delivered (the “Redemption Date”); (iii) the place where this Warrant shall be delivered and the Redemption Price paid; and (iv)
that the right to exercise this Warrant shall terminate at 5:00 PM (New York time) on the Redemption Date.
7.4 Delivery of Redemption Price and Expiration of Warrant. From and after the Redemption Date, the Company shall, at the place specified in the
notice of redemption, upon presentation and surrender to the Company by or on behalf of the Holder of this Warrant to be redeemed, deliver or cause to be
delivered to or upon the written order of the Holder a sum in cash equal to the Redemption Price of this Warrant. From and after the Redemption Date and upon
the deposit or setting aside by the Company of a sum sufficient to redeem all of the Class A Warrants called for redemption, this Warrant shall expire and become
void and all rights hereunder, except the right to receive payment of the Redemption Price, shall cease.
8. No Dilution or Impairment.
8.1 Actions to Permit Issuance of Warrant Shares. The Company will not, by amendment of its certificate of incorporation or through any
consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all of the terms and in the taking of all
actions necessary or appropriate in order to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (a) will not permit the
par value of any shares of Common Stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon exercise, (b) will take all
actions necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise
of the Warrant, and (c) will not take any action that results in any adjustment of the Warrant Price if the total number of shares of Common Stock issuable after
the action upon the exercise of the Warrant would exceed the total number of shares of Common Stock then authorized by the Company's certificate of
incorporation and available for the purpose of issuance upon exercise.
8.2 Acknowledgement of Company’s Obligations. The Company acknowledges that, subject to the provisions of Section 3.7, its obligation to issue
shares of Common Stock issuable upon exercise of this Warrant is binding upon it and enforceable regardless of the dilution that such issuance may have on the
ownership interests of other stockholders.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Redeemable Common Stock Purchase Class A Warrant
F __.__.16
issued by Noble Roman’s, Inc. to
_________________________
page 10
9. Chief Financial Officer’s Report as to Adjustments . In the case of any adjustment or re-adjustment in the shares of Common Stock issuable upon the
exercise of this Warrant, the Company at its expense will promptly compute the adjustment or re-adjustment in accordance with the terms of this Warrant and
cause its Chief Financial Officer to certify the computation (other than any computation of the fair value of property as determined in good faith by the Board of
Directors of the Company) and prepare a report setting forth the adjustment or re-adjustment and showing in reasonable detail the method of calculation thereof
and the facts upon which the adjustment or re-adjustment is based, including a statement of (a) the number of shares of Common Stock outstanding or deemed
to be outstanding and (b) the Warrant Price in effect immediately prior to the deemed issuance or sale and as adjusted and re-adjusted (if required by Section 4
hereof) on account thereof. The Company will forthwith mail a copy of each report to the Holder and will, upon the written request at any time of the Holder,
furnish to the Holder a like report setting forth the Warrant Price at the time in effect and showing in reasonable detail how it was calculated. The Company will
also keep copies of all reports at its office maintained pursuant to Section 13.2(a) hereof and will cause them to be available for inspection at the office during
normal business hours upon reasonable notice by the Holder or any prospective purchaser of this Warrant designated by the Holder.
10. Reservation of Shares. The Company shall at all times after the Share Authorization has been effected reserve and keep available out of its authorized
but unissued shares of Common Stock, free from all taxes, liens and charges with respect to the issue thereof and not be subject to preemptive rights or other
similar rights of stockholders of the Company, solely for the purpose of effecting the exercise of this Warrant, such number of its shares of Common Stock as shall
from time to time be sufficient to effect the exercise thereof, and if at any time after the Share Authorization has been effected the number of authorized but
unissued shares of Common Stock shall not be sufficient to effect the exercise of this Warrant, in addition to such other remedies as shall be available to the
Holder, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase the number of authorized but unissued
shares of Common Stock to such number of shares as shall be sufficient for such purposes, including without limitation, using its best efforts to obtain the
requisite stockholder approval necessary to increase the number of authorized shares of the Company’s Common Stock. After the Share Authorization has been
effected all shares of Common Stock issuable upon exercise of this Warrant shall be duly authorized and, when issued upon exercise, shall be validly issued and,
in the case of shares, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, and
that upon issuance such shares shall be listed on each securities exchange, if any, on which the other shares of outstanding Common Stock of the Company are
then listed.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Redeemable Common Stock Purchase Class A Warrant
F __.__.16
issued by Noble Roman’s, Inc. to
_________________________
page 11
11. Listing. The Company shall at all times comply in all respects with the Company’s reporting, filing and other obligations under the by-laws or rules of
each national securities exchange or inter-dealer quotation system upon which shares of Common Stock are then listed and shall list the shares issuable upon
the exercise of this Warrant on such national securities exchange or inter-dealer quotation system.
12. Investment Representations: Restrictions on Transfer.
12.1 Investment Representations. The Holder acknowledge that this Warrant and the Warrant Shares have not been and, except as otherwise provided
herein, will not be registered under the Act or qualified under applicable state securities laws and that the transferability thereof is restricted by the registration
provisions of the Act as well as such state laws. The Holder represents that the Holder is acquiring this Warrant and will acquire the Warrant Shares for the
Holder’s own account, for investment purposes only and not with a view to resale or other distribution thereof, nor with the intention of selling, transferring or
otherwise disposing of all or any part of such securities for any particular event or circumstance, except selling, transferring or disposing of them upon full
compliance with all applicable provisions of the Act, the Securities Exchange Act of 1934, the Rules and Regulations promulgated by the Commission thereunder,
and any applicable state securities laws. The Holder further understands and agrees that (i) neither this Warrant nor the Warrant Shares may be sold or otherwise
transferred unless they are subsequently registered under the Act and qualified under any applicable state securities laws or, in the opinion of counsel reasonably
satisfactory to the Company, an exemption from such registration and qualification is available; (ii) any routine sales of the Company's securities made in reliance
upon Rule 144 promulgated by the Commission under the Act, can be effected only pursuant to the terms and conditions of that Rule, including applicable holding
periods and timely filing requirements with the Commission for the Company; and (iii) except as otherwise set forth herein, the Company is under no obligation to
register this Warrant or the Warrant Shares on the Holder’s behalf or to assist the Holder in complying with any exemption from registration under the Act. The
Holder agrees that each certificate representing any Warrant Shares for which this Warrant may be exercised will bear on its face a legend in substantially the
following form:
These securities have not been registered under the Securities Act of 1933 or qualified under any state securities laws. They may not be sold, hypothecated or
otherwise transferred in the absence of an effective registration statement under that Act and qualification under applicable state securities laws without an
opinion counsel reasonably acceptable to the Company that such registration and qualification are not required.
12.2 Notice of Proposed Transfer; Opinion of Counsel. Prior to any transfer of any securities that are not registered under an effective registration
statement under the Act (“Restricted Securities”), the Holder will give written notice to the Company of the Holder's intention to affect a transfer and to comply in
all other respects with this Section 12.2. Each notice shall describe the manner and circumstances of the proposed transfer, and (b) shall designate counsel for
the Holder giving the notice (who may be in-house counsel for the Holder). The Holder giving notice will submit a copy thereof to the counsel designated in the
notice. The following provisions shall then apply:
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Redeemable Common Stock Purchase Class A Warrant
F __.__.16
issued by Noble Roman’s, Inc. to
_________________________
page 12
(i) If in the opinion of counsel for the Holder reasonably satisfactory to the Company the proposed transfer (i.e. private sale of Restricted
Securities) may be effected without registration of Restricted Securities under the Act (which opinion shall state the bases for the legal conclusions reached
therein), the Holder shall thereupon be entitled to transfer the Restricted Securities in accordance with the terms of the notice delivered by the Holder to the
Company. Each certificate representing the Restricted Securities issued upon or in connection with any transfer shall bear the restrictive legends required by
Section 12.1 hereof.
(ii) If the opinion called for in (i) above is not delivered, the Holder shall not be entitled to transfer the Restricted Securities until either (x) receipt
by the Company of a further notice from such Holder pursuant to the foregoing provisions of this Section 12.2 and fulfillment of the provisions of clause (i) above,
or (y) such Restricted Securities have been effectively registered under the Act.
12.3 Termination of Restrictions. The restrictions imposed by this Section 12 upon the transferability of Restricted Securities shall cease and terminate
as to any particular Restricted Securities: (a) which Restricted Securities shall have been effectively registered under the Act; or (b) when, in the opinions of both
counsel for the holder thereof and counsel for the Company, which opinion shall not be unreasonably withheld, such restrictions are no longer required in order to
insure compliance with the Act or Section 12 hereof. Whenever such restrictions shall cease and terminate as to any Restricted Securities, the holder thereof shall
be entitled to receive from the Company, without expense (other than applicable transfer taxes, if any), new securities of like tenor not bearing the applicable
legends required by Section 12.1 hereof.
13. Ownership, Transfer and Substitution of Warrant.
13.1 Ownership of Warrant. The Company may treat the Person in whose name this Warrant is registered to in the Warrant Register maintained
pursuant to Section 13.2(b) hereof as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, except that, if and when any Class
A Warrant is properly assigned by a notice in substantially the form attached to this Warrant as Exhibit B (or a reasonable facsimile thereof) duly executed by the
holder thereof in blank, the Company shall treat the bearer thereof as the owner of such Class A Warrant for all purposes, notwithstanding any notice to the
contrary. Subject to Section 12 hereof, this Warrant, if properly assigned, may be exercised by a new holder without a new Warrant first having been issued.
13.2 Office; Transfer and Exchange of Warrant.
(a) The Company will maintain an office (which may be an agency maintained at a bank) at 1 Virginia Avenue, Suite 300 , Indianapolis, Indiana
46204 (until the Company notifies the Holder of any change of location of the office) where notices, presentations and demands in respect of this Warrant may be
made upon it.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Redeemable Common Stock Purchase Class A Warrant
F __.__.16
issued by Noble Roman’s, Inc. to
_________________________
page 13
(b) The Company shall cause to be kept at its office maintained pursuant to Section 13.2(a) hereof a Warrant Register for the registration and
transfer of the Class A Warrants. The names and addresses of holders of the Class A Warrants, the transfers thereof and the names and addresses of
transferees of the Class A Warrants shall be registered in such Warrant Register. The Person in whose name any Class A Warrant shall be so registered shall be
deemed and treated as the owner and holder thereof for all purposes of such Class A Warrant, and the Company shall not be affected by any notice or knowledge
to the contrary.
(c) Upon the surrender of this Warrant, properly endorsed, for registration of transfer or for exchange at the office of the Company maintained
pursuant to Section 13.2(a) hereof, the Company at its expense will (subject to compliance with Section 12 hereof, if applicable) execute and deliver to or upon
the order of the Holder thereof a new Class A Warrant of like tenor, in the name of such holder or as such holder (upon payment by such holder of any applicable
transfer taxes) may direct, calling in the aggregate on the face thereof for the number of shares of Common Stock called for on the face of the Class A Warrant
so surrendered.
13.3 Replacement of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this
Warrant and, in the case of any such loss, theft or destruction of this Warrant, upon delivery of indemnity reasonably satisfactory to the Company in form and
amount or, in the case of any mutilation, upon surrender of this Warrant for cancellation at the office of the Company maintained pursuant to Section 13.2(a)
hereof, the Company at its expense will execute and deliver, in lieu thereof, a new Class A Warrant of like tenor and dated the date hereof.
14. No Rights or Liabilities as Stockholder . Except as may otherwise be provided herein, no Holder shall be entitled to vote or receive dividends or be
deemed the holder of any shares of Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof for any
purpose, nor shall anything contained herein be construed to confer upon the Holder, as such, any of the rights of a stockholder of the Company or any right to
vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action
(whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to
receive notice of meetings, or to receive dividends or subscription rights or otherwise until this Warrant shall have been exercised and the shares of Common
Stock purchasable upon the exercise hereof shall have become deliverable, as provided herein. The Holder will not be entitled to share in the assets of the
Company in the event of liquidation, dissolution or the winding up of the Company.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Redeemable Common Stock Purchase Class A Warrant
F __.__.16
issued by Noble Roman’s, Inc. to
_________________________
page 14
15. Notices. Any notice or other communication in connection with this Warrant shall be deemed to be given if in writing addressed as hereinafter provided
and actually delivered at such address: (a) if to any Holder, at the registered address of such holder as set forth in the Warrant Register kept at the office of the
Company maintained pursuant to Section 13.2(a) hereof, or (b) if to the Company, to the attention of its Chief Financial Officer at its office maintained pursuant to
Section 13.2(a) hereof; provided, however, that the exercise of any Warrant shall be effective in the manner provided in Section 3 hereof.
16. Payment of Taxes. The Company will pay all documentary stamp taxes attributable to the issuance of shares of Common Stock underlying this
Warrant upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer
involved in the registration of any certificate for shares of Common Stock underlying this Warrant in a name other that of the Holder. The Holder is responsible for
all other tax liability that may arise as a result of holding or transferring this Warrant or receiving shares of Common Stock underlying this Warrant upon exercise
hereof.
17. Warrant Agent. The Company shall serve as warrant agent under this Warrant. Upon 30 days notice to the Holder, the Company may appoint a new
warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting from any consolidation to which
the Company or any new warrant agent shall be a party or any corporation to which the Company or any new warrant agent transfers substantially all of its
corporate trust or stockholders services business shall be successor warrant agent under this Warrant without any further act. Any such successor warrant agent
shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as
shown on the Warrant Register.
18. Miscellaneous. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of the change, waiver, discharge or termination is sought. This Warrant shall be construed and enforced in accordance with and
governed by the laws of Indiana. The section headings in this Warrant are for purposes of convenience only and shall not constitute a part hereof. If one or more
of the provisions or portions of this Warrant shall be deemed by any court or quasi-judicial authority to be invalid, illegal or unenforceable in any respect, the
invalidity, illegality or unenforceability of the remaining provisions, or portions of provisions contained herein shall not in any way be affected or impaired thereby.
The use herein of the masculine pronouns or similar terms shall be deemed to include the feminine and neuter genders as well and vice versa and the use of the
singular pronouns shall be deemed to include the plural as well and vice versa.
IN WITNESS WHEREOF, the Company has caused this Common Stock Purchase Warrant to be duly executed as of the date first above written.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Redeemable Common Stock Purchase Class A Warrant
F __.__.16
issued by Noble Roman’s, Inc. to
_________________________
page 15
NOBLE ROMAN’S, INC.
By:
Name: Paul W. Mobley
Title: Executive Chairman
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
NRI/AW F __.__.16
TO: NOBLE ROMAN’S, INC.
EXHIBIT A
EXERCISE NOTICE
To Be Executed by the Holder
in Order to Exercise Class A Warrants
(1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant, and tenders
herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
(2) Payment shall be in lawful money of the United States.
(3) Please issue a certificate or certificates representing the Warrant Shares in the name of the undersigned or in such other name as is specified below:
The Warrant Shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to:
_________________________________________________________
_________________________________________________________
_________________________________________________________
Dated:
X
Address
Taxpayer Identification Number
Signature Guaranteed
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
NRI/AW F __.__.16
hereby sells, assigns and transfers unto
EXHIBIT B
[FORM OF ASSIGNMENT]
To be executed by the registered holder if such holder
desires to transfer the Warrant Certificate.
FOR VALUE RECEIVED
this Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint
Warrant Certificate on the books of the within-named Company, with full power of substitution.
Attorney, to transfer the within
(Please print name and address of transferee)
Dated:
Signature
(Signature must conform in all respects to
name of holder as specified on the face of
the Warrant Certificate.)
(Insert Social Security or Other
Identifying Number of Holder)
Signature Guaranteed
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
$60,000.00
AMENDED AND RESTATED PROMISSORY NOTE
EXHIBIT 10.15
August 10, 2016
FOR VALUE RECEIVED, Noble Roman's, Inc, an Indiana corporation (the “ Debtor” or the “Company”), hereby promises to pay to Scott Mobley (the
“Holder”) the principal sum of Sixty Thousand and 00/100 Dollars ($60,000.00) or so much as may have been disbursed hereunder, together with interest, in the
manner provided herein. Each of the Holder and the Debtor are collectively referred to herein as the “Parties”. This Note amends, restates and continues the
obligations of the Debtor evidence by each of that certain Promissory Note dated December 21, 2015 and that certain Promissory Note dated February 29, 2016,
in each case issued by the Debtor to the Holder and is not a novation thereof.
1. Loans. Upon the request of the Debtor, the Holder may, in its discretion, make certain loans to the Debtor from time to time prior to the Final Payment
Date (as defined below). The Debtor may borrow, pay, reborrow and repay, in whole or in part, such loans; provided, that no loan shall be made if: (a) any Event
of Default (as defined below) has occurred or is continuing or would result from such loan by the Holder; or (b) if, before or after the making of such loan, the
aggregate outstanding principal amount of all loans evidenced by this Note would exceed Sixty Thousand and 00/100 Dollars ($60,000.00).
2. Repayment of Principal. The entire principal balance of this Note shall be due and payable on June 10, 2018 and (b) the exercise of remedies by the
Holder pursuant to Section 5, of this Note (the “Final Payment Date”). All principal and interest payable pursuant to this Note may be prepaid in whole or in part at
any time, without payment of any penalty or premium.
3. Interest on Unpaid Principal Balance. Interest shall accrue on the unpaid principal balance of this Note at a rate of ten percent (10%) per annum
(computed on the basis of a 360-day year containing 12 months, counting the actual number of days in each month), such accrued and unpaid interest shall be
paid quarterly in arrears on the last business day of March, June, September and December of each year commencing March 31, 2016. All accrued and unpaid
interest shall be due and payable at the Final Payment Date.
4. Payments. The Debtor will pay to Holder, by check for all amounts payable to the Holder in respect of the principal of, or interest on, this Note, without
any presentation of this Note. Each such payment, when paid, shall be applied first to the payment of interest, fees, expenses and other charges accrued and
unpaid under this Note in such order as Holder shall determine and second to the payment or prepayment of the principal hereof. Notwithstanding anything herein
to the contrary, all outstanding principal, accrued interest and all other amounts under this Note shall be immediately due and payable in full at the Final Payment
Date.
1
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
5. Event of Default . The occurrence of any one or more of the following events will constitute an “Event of Default” hereunder:
(a) Nonpayment of any installment of principal and/or interest due under this Note when it shall become due and payable (no prior
demand therefor being necessary);
(b) Any representation or warranty made or deemed to be made by Debtor in this Note, or any other document, instrument or certificate
delivered in connection herewith or therewith is or shall be incorrect in any material respect on or as of the date when made or deemed to have been
made; provided, that any representation or warranty that is already qualified in the text thereof as to “materiality”, “material adverse effect” or similar
language shall be true and correct in all respects so stated on the applicable date;
(c) The Debtor shall default in the performance of any other obligation, covenant or agreement contained in this Note (subject to any
applicable grace periods), provided that the Debtor shall have the opportunity to cure such default within ten (10) business days of its receipt of notice of
default;
(d) (i) the appointment of a receiver, trustee, custodian or other fiduciary, for, or for any of the property of, the Debtor; or (ii) the making of
an assignment for the benefit of creditors by the Debtor; and if any of (i) through (ii) are involuntary, the failure to discharge same within sixty (60) days;
(e) The filing of a petition, complaint, motion or other pleading seeking relief under any receivership, insolvency, or debtor relief law, or
seeking any readjustment of indebtedness, reorganization, composition, extension or any similar type of relief, or the filing of a petition, complaint, or
motion under any chapter of the federal bankruptcy code, 11 U.S.C. 101 et seq., as the same now exists or may hereafter be amended (the “Bankruptcy
Code”), by the Debtor;
(f) The filing of a petition, complaint, motion or other pleading seeking any relief under any receivership, insolvency, or debtor relief law, or
under any chapter of the Bankruptcy Code, or seeking any readjustment of indebtedness, reorganization, composition, extension or any similar type of
relief, or the entry of any order for relief under any chapter of the Bankruptcy Code, against, the Debtor; provided, however, that if the Debtor shall notify
Holder in writing of the filing of any such petition, complaint, motion or other pleading against the Debtor and shall provide evidence satisfactory to Holder
that the Debtor has in good faith and within thirty (30) days after the filing of any such petition, complaint, motion or other pleading filed an answer thereto
contesting same, then there shall be no Event of Default under this subparagraph (e) until the earliest of (i) the entry of an order for relief or a judgment
under any proceedings referred to in this subparagraph (e), (ii) the appointment of a receiver, trustee, custodian or other fiduciary in any such proceeding
or (iii) the expiration of a period of sixty (60) days, at the end of which such petition, complaint, motion or other pleading remains undismissed;
2
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
(g) The dissolution, liquidation or termination of existence of the Debtor;
(h) A Sale of the Company shall occur;
(i) Debtor fails to make any of its filings required by the Securities Exchange Act of 1934, as amended, by the dates they are required to
be filed in accordance with the rules and regulations promulgated by the Securities and Exchange Commission from time to time (without giving effect to
any available extension of time with respect to any such filing);
(j) A delisting of the Debtor’s Common Stock from the OTCQB marketplace.
Upon the occurrence and continuance of any Event of Default, this Note, at the option of the Holder, shall become immediately due and payable without
notice of any kind; provided that this Note shall become automatically due and payable upon any Event of Default occurring under clauses (d), (e) and (f) above
without any further action on behalf of Holder. The Holder’s failure to exercise such option shall not constitute a waiver of the right to exercise it at any other time.
Irrespective of the exercise or non-exercise of the foregoing option, if any payment of principal and/or interest is not paid in full on the date the same is due, the
interest rate under this Note on the overdue amount shall be increased to eighteen percent (18%) per annum until said amount is paid in full.
Notwithstanding any provisions of this Note, it is the understanding and agreement of the Debtor and the Holder that the maximum rate of interest to be
paid by the Debtor to the Holder shall not exceed the highest or maximum rate of interest permissible to be charged to a commercial borrower under any law
applicable hereto. Any amount paid in excess of such rate shall be considered to have been payments in reduction of principal, and if there shall be no principal
amount then outstanding, such excess shall be returned to the Debtor as an overpayment of principal.
6. Representations and Warranties.
(a) Power and Authority; Execution and Delivery . Debtor has the corporate or other organizational power and authority to execute,
deliver, perform and otherwise carry out the terms and provisions of this Note and the Warrant (including such power and authority to borrow the funds as
contemplated herein and to issue the equity securities as contemplated by the Warrant) and has taken all necessary corporate or other organizational
action to authorize the execution, delivery and performance of this Note. Debtor has duly executed and delivered this Note and any documents executed
and delivered in connection herewith or therewith.
3
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
(b) Enforceability. This Note constitutes the legal, valid and binding obligation of Debtor, enforceable against Debtor in accordance with
its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other similar laws relating to or affecting
creditors’ rights generally.
(c) No Violation. The execution, delivery and performance by Debtor of this this Note, the compliance with the terms and provisions
hereof and thereof, and the consummation of the transactions contemplated hereby and thereby, do not and will not (i) conflict with, contravene or violate
any provision of any applicable law, (ii) violate any order or decree of, or require any authorization, consent, approval, exemption or other action by or
notice to, any Person which has not been obtained and is in full force and effect, (iii) conflict with, result in a breach of any of the terms, covenants,
conditions or provisions of, constitute a default under, otherwise result in the termination of or a termination right under, (x) any material indenture, note,
loan agreement, lease agreement, mortgage, deed of trust or other financing or security agreement, or (y) any other material agreement to which it or any
of its property or assets is bound, or (iv) violate any provision of the its organization documents (i.e., charter, by-laws, etc.) or any material permit or
license of Debtor.
7. Definitions. The following terms, as used herein, have the following respective meanings:
“Sale of the Company ” means the sale (in a single transaction or a series of related transactions) of the Company to any Independent Third Party or
group of Independent Third Parties pursuant to which such Independent Third Party or group of Independent Third Parties acquires (a) a majority of the Common
Stock on a Fully-Diluted Basis (whether by merger, consolidation, sale or Transfer of Common Stock, reorganization, recapitalization or otherwise), or (b) all or
substantially all of the assets of the Company and its Subsidiaries, determined on a consolidated basis. For purposes of this definition, all Common Stock that is
issuable upon exercise or conversion of any Stock Equivalents acquired by an Independent Third Party shall be deemed to be issued and held by such
Independent Third Party.
“Subsidiary” means any corporation, limited liability company, partnership, association, joint stock company, trust, joint venture or unincorporated
organization of which the Company, at the time in respect of which such term is used, (a) owns directly or indirectly more than fifty percent (50%) of the equity or
beneficial interests, on a consolidated basis, or (b) owns directly or controls with power to vote, indirectly through one or more subsidiaries, shares of capital stock
or beneficial interests having the power to cast a majority of the votes entitled to be cast for the election of directors, trustees, managers or other officials having
powers analogous to those of directors of a corporation. Unless otherwise specifically indicated, when used in this Agreement, the term Subsidiary shall refer to a
direct or indirect Subsidiary of the Company.
4
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
“Transfer” means any direct or indirect transfer, donation, sale, assignment, pledge, encumbrance, hypothecation, gift, creation of a security interest in or
lien on, or other disposition, irrespective of whether any of the foregoing are effected with or without consideration, voluntarily or involuntarily, directly or indirectly,
by operation of law or otherwise, inter vivos or upon death.
8. No Security. This Note is unsecured on a senior basis.
9. Costs. If, and as often as, this Note is referred to an attorney for the collection of any sum payable hereunder, or to defend or enforce any of the
Parties’ rights hereunder, or to commence an action, cross-claim, third-party claim or counterclaim relating to this Note, the Debtor hereby agrees to pay all
reasonable costs incurred by the Parties in connection therewith including reasonable attorneys' fees (including such fees incurred in appellate, bankruptcy or
insolvency proceedings), with or without the institution of any action or proceeding.
10. Governing Law. This Agreement shall be governed by and construed in accordance with the domestic Laws of the State of Indiana without giving
effect to any choice or conflict of Law provision or rule (whether of the State of Indiana or any other jurisdiction) that would cause the application of the Laws of
any jurisdiction other than the State of Indiana.
11. Waiver of Jury Trial. EACH OF THE PARTIES WAIVES THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OR RELATED TO THIS PROMISSORY NOTE IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY
TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY AFFILIATE OF ANY OTHER SUCH PARTY, WHETHER WITH
RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE PARTIES AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE
TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE
RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH
SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS PROMISSORY NOTE OR ANY PROVISION HEREOF.
THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS NOTE.
5
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
12. Assignment. This Note and the rights and obligations hereunder shall be freely assignable, in whole or in part, by the Holder without the consent
of the Debtor or any other Person; provided that any proposed assignee shall expressly agree to be bound by the terms of the Subordination Agreement.
[Remainder of this page is intentionally left blank.]
6
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
IN WITNESS WHEREOF, the Debtor has caused this Promissory Note to be duly executed as of the day and year first above written.
DEBTOR:
NOBLE ROMAN'S, INC.
By
Name: Paul Mobley
Title: Executive Chairman
7
On this day of August, 2016
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
EXHIBIT 10.16
Registered #
NOBLE ROMAN’S, INC.
10% CONVERTIBLE SUBORDINATED UNSECURED NOTE
DUE _____________,2019
$50,000.00 ____________, 2016
THIS NOTE IS ISSUED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933 (THE
"ACT") AND QUALIFICATION PROVISIONS OF APPLICABLE STATE SECURITIES LAWS. NEITHER IT NOR THE SHARES OF COMMON
STOCK INTO WHICH IT CAN BE CONVERTED CAN BE SOLD, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS REGISTERED
PURSUANT TO THE ACT AND QUALIFIED UNDER APPLICABLE STATE LAW OR, IN THE OPINION OF COUNSEL REASONABLY
SATISFACTORY TO MAKER, AN EXEMPTION THEREFROM IS AVAILABLE.
FOR VALUE RECEIVED, the undersigned, Noble Roman’s, Inc., an Indiana corporation with offices at 1 Virginia Avenue, Suite 300, Indianapolis, IN
46204("Maker"), promises to pay to _________________ with an address at ________________ ("Payee"), on __________, 2019, except as otherwise provided
herein (the "Maturity Date"), the principal amount of Fifty Thousand ($50,000.00) Dollars in lawful money of the United States of America (the "Principal”) together
with all accrued interest.
This Note is one of a series of notes (collectively the "Notes"), all with the same terms and conditions as those set forth herein, which may be issued by Maker up
to the aggregate principal amount of One Million, Six Hundred Thousand ($1,600,000.00) Dollars. Each Note is part of an offering (the "Offering") of up to thirty
two (32) units (the "Units") being conducted by Maker. Each Unit consists of one Note in the principal amount of Fifty Thousand ($50,000.00) Dollars and fifty
thousand (50,000) Class A Redeemable Warrants (the “Class A Warrants”), each of which will be exercisable, for three years after issuance, for one (1) share of
Common Stock, as defined in the next succeeding paragraph, at a price equal to one dollar($1.00) and no cents per share, subject to certain anti dilution
provisions. The Offering will terminate on the sooner of the sale of all of the Units or _________, 2016 (unless extended to ________, 2016, at the option of
Maker and the placement agent in the Offering).
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Noble Roman’s, Inc. __.__.16
10% Convertible
Subordinated Note
Page 2
[NOTE HOLDER’ NAME TO BE INSERTED]
This Note is (i) subordinated to certain of Maker's indebtedness as defined in Section 6 herein as “Senior Debt"; (ii) convertible into Maker's ordinary shares, no par
value per share (the "Common Stock"); and (iii) is unsecured all as set forth below. It bears simple interest (the "Interest") at the annual rate of ten percent (10%),
payable, in arrears, on the Interest Payment Dates (as defined in Section 1 below), until the Principal and all accrued Interest thereon (collectively the
“Obligations”) shall be paid in full, or converted to Common Stock; provided that, commencing on the 150th day after the issuance of the initial Note issued in the
Offering, if the Share Authorization has not been completed the annual rate of interest shall increase to 12% until such time as the Share Authorization has been
completed.
1. Interest. Maker will pay Interest on the fifteenth day of each July, October, January and April, (the "Interest Payment Dates") commencing on January
15, 2017. Interest on this Note will accrue from the most recent date to which Interest has been paid or, if no Interest has been paid, from the date of
delivery of this Note. If an Interest Payment Date falls on a date that is not a Business Day, the Interest shall be payable on the next succeeding
Business Day. Interest will be computed on the basis of a 360-day year of twelve 30-day months. A “Business Day” is any day other than a Saturday, a
Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed.
2. Method of Payment. Maker will pay Principal and Interest in money of the United States that at the time of payment is legal tender for the payment of
public and private debts. Maker may, however, pay Principal and Interest by its check, subject to collection, payable in such money. It may mail an
Interest check to Payee’s address as it first appears on this Note or such other address as Payee shall give by notice to Maker. Payee must surrender
this Note to Maker to collect Principal payments or to convert to Common Stock. If less than the then outstanding Principal is paid or converted, this
Note shall be surrendered only for notation by Maker of the Principal payment made or converted and returned to Payee. Anything to the contrary
notwithstanding, in the event that Payee converts this Note as provided in Section 3 below, at Payee’s option, Maker shall pay all then accrued but
unpaid Interest in cash or in Common Stock, at the sole discretion of the Maker at the then existing Conversion Rate, as defined in Section 3(a) below.
3. Conversion.
(a) Payee's right to Convert. Except as provided in Paragraph 3(g)(iii) below, Payee shall have the right, at any time commencing on the date that Maker
shall have effected the Share Authorizarion defined in Section 3(h) below until the close of business on the day the Obligations are paid in full, to cause
the conversion (a “Conversion”) of all or any portion (if such portion is Five Thousand ($5,000) Dollars or a whole multiple of Five Thousand ($5,000)
Dollars) of the Principal, and Interest as provided in Section 2 above, outstanding at the time such Conversion is effected (the "Convertible Obligations")
into shares of Common Stock (the "Underlying Shares"). The price for Conversion, subject to adjustment as provided in Section 4 below, shall be Fifty
($0.50) Cents per share (the “Conversion Rate”), subject to adjustment as provided below. Maker will not issue a fractional share of Common Stock
upon Conversion but will round any fractional share to the nearest share so that if the fraction is less than 0.5 no share shall be issued and if the
fraction is 0.5 or higher Maker shall issue one full share.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Noble Roman’s, Inc. __.__.16
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[NOTE HOLDER’ NAME TO BE INSERTED]
(b) Manner of Conversion. Payee may exercise Payee’s Conversion right by completing, executing and sending to Maker a completed and executed Note
Conversion Form appended hereto as Annex A (the “Conversion Notice”) setting forth the amount of the Convertible Obligations to be converted and
providing the other information required in the Conversion Notice. Maker shall issue the number of Underlying Shares into which the Convertible
Obligations are to be converted in accordance with the Conversion Rate. If required by applicable federal or state securities laws or regulations, Payee
shall represent in writing to Maker prior to the receipt of the Underlying Shares that such Shares will be acquired by Payee for investment only and not
for resale or with a view to the distribution thereof, and shall agree that any certificates representing the Shares may bear a legend, conspicuously
noting such restriction, as Maker shall deem reasonably necessary or desirable to enable it to comply with any applicable federal and/or state laws or
regulations.
(c) Delivery of Certificates Upon Conversion. Certificates for Underlying Shares to be issued upon Conversion shall be transmitted by Maker’s transfer
agent (the “Transfer Agent”) to Payee (A) by crediting the account of Payee’s prime broker with the Depository Trust Company through its Deposit
Withdrawal Agent Commission (“DWAC”) system if Maker is then a participant in such system and there is either (1) an effective Registration
Statement, as defined in Section 5 below, permitting the issuance of the Underlying Shares to or resale of the Underlying Shares by Payee or (2) the
Underlying Shares are eligible for resale by Payee without volume or manner-of-sale limitations pursuant to Rule 144 under the Act, or (B) if Maker is
not then a participant in the DWAC system and there is not an effective Registration Statement as aforesaid, by physical delivery of the certificates,
bearing the restrictive legends required by Section 3(b) above if the Underlying Shares are otherwise not publicly tradable or without such restrictive
legends if the Underlying Shares are otherwise publicly tradable or eligible for resale by the Maker without volume or manner-of-sale limitations
pursuant to Rule 144, to the address specified by Payee in the Conversion Notice by the date that is three (3) Business Days after the later of (i) the
delivery to Maker of the Conversion Notice or (ii) surrender of this Note (such date, the “Underlying Share Delivery Date ”).
(d) Rescission Rights. If Maker fails to cause the Transfer Agent to transmit to Payee a certificate or the certificates representing the Underlying Shares
pursuant to Paragraph 3.(c) above by the Underlying Share Delivery Date, then, Payee will have the right to rescind such Conversion, which will
terminate on the earlier of the actual delivery of the Underlying Shares or three (3) Business Days after the Underlying Share Delivery Date.
(e) Partial Conversion. If only a portion of the Convertible Obligations then outstanding is converted, Maker shall deliver to Payee, together with the
aforesaid certificate(s), a new note, in form and substance identical to this Note, except that the principal amount thereof shall equal that portion of the
Obligations then outstanding which has not been converted.
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Noble Roman’s, Inc. __.__.16
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[NOTE HOLDER’ NAME TO BE INSERTED]
(f) Taxes on Shares Issued. The issue of stock certificates on Conversions of this Note shall be made without charge to Payee for any tax in respect of
such issue. Maker shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of
Common Stock in any name other than that of Payee, and Maker shall not be required to issue or deliver any certificates representing such Common
Stock unless and until the person or persons requesting the issue thereof shall have paid to Maker the amount of such tax or shall have established to
the satisfaction of Maker that such tax has been paid.
(g) Covenants of Maker Relating to Conversion. Maker covenants and agrees that from and after the date that Maker shall have effected the Share
Authorizarion defined in Section 3(h) below and until the date of repayment of all of the Obligations, or Conversion of all of the Convertible Obligations:
(i) It shall reserve, free from preemptive rights, out of its authorized but unissued shares, or out of shares held in its treasury, sufficient shares to
provide for the Conversion of this Note from time to time as this Note is presented for Conversion;
(ii) All Underlying Shares that may be issued upon Conversion of this Note will upon issue be validly issued, fully paid and non-assessable, free
from all taxes, liens and charges with respect to the issue thereof, and will not be subject to the preemptive rights of any stockholder of Maker;
(iii) If any Underlying Shares to be provided for the purpose of Conversion of the Convertible Obligations require registration with or approval of
any governmental authority under any federal or state law before such shares may be validly issued upon Conversion, Maker will in good faith
and as expeditiously as possible endeavor to secure such registration or approval, as the case may be, and Maker's obligation to deliver shares
of the Common Stock upon Conversion of the Convertible Obligations shall be abated until such registration or approval is obtained; provided,
however, that this Note and the Obligations shall remain outstanding unless paid in full until Maker delivers the Underlying Shares and any then
accrued but unpaid Interest to Payee and in no event shall this Note be converted until Maker effects such delivery; and
(iv) If, and thereafter so long as the Common Stock shall be listed on any securities exchange, market or other quotation system, Maker will, if
permitted by the rules of such exchange, market or other quotation system, list and keep listed and for sale so long as the Common Stock shall
be so listed on such exchange, market or other quotation system, upon official notice of issuance, all Underlying Shares issuable upon
Conversion of the Convertible Obligations.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Noble Roman’s, Inc. __.__.16
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[NOTE HOLDER’ NAME TO BE INSERTED]
(h) Covenant to Increase Authorization to Issue Common Stock . As of the date hereof Maker is authorized to issue up to 25,000,000 shares of Common
Stock and there are 20,783,032 shares of Common Stock currently issued and outstanding. Total additional shares needed for: currently exercisable
outstanding stock options, the conversion of the Notes and the exercise of the Class A Warrants are 6,675,091 shares. Accordingly, Maker will not
have a sufficient number of authorized shares to satisfy the above requirement. Maker covenants that, within 150 days after the date hereof it will take
whatever action may be required, including obtaining stockholder approval to amend the Company’s Certificate of Incorporation to increase the number
of shares that the Company is authorized to issue so it can satisfy this issuance requirement (the “Share Authorization”). Maker’s failure to comply with
the covenant contained in this Section 3(h) shall not be an Event of Default as defined in this Note.
4. Adjustment in Conversion Rate .
(a) Adjustment for Change in Capital Stock. Except as provided in Paragraph 4 (l) below, if Maker shall (i) declare a dividend on its outstanding Common
Stock in shares of its capital stock, (ii) subdivide its outstanding Common Stock, (iii) combine its outstanding Common Stock into a smaller number of
shares, or (iv) issue any shares of its capital stock by reclassification of its Common Stock (including any such reclassification in connection with a
consolidation or merger in which Maker is the continuing corporation), then in each such case the Conversion privilege and the Conversion Rate in
effect immediately prior to such action shall be adjusted so that if this Note is thereafter converted, Payee may receive the number and kind of shares
which Payee would have owned immediately following such action if Payee had converted this Note immediately prior to such action. Such adjustment
shall be made successively whenever such an event shall occur. The adjustment shall become effective immediately after the record date in the case
of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment
Payee upon Conversion of this Note may receive shares of two or more classes of capital stock of Maker, Maker's Board of Directors shall determine, in
good faith, the allocation of the adjusted Conversion Rate between or among, as the case may be, the classes of capital stock. After such allocation,
the conversion privilege and conversion rate of each class of capital stock shall thereafter be subject to adjustment on terms comparable to those
applicable to Common Stock in this Section 4.
(b) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 4(a) above, if at any time Maker grants, issues or sells any rights to
purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”),
then Payee will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which Payee could have
acquired if Payee had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations
on exercise hereof), immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such
record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase
Rights.
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Noble Roman’s, Inc. __.__.16
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[NOTE HOLDER’ NAME TO BE INSERTED]
(c) Action to Permit Valid Issuance of Common Stock. Before taking any action that would cause an adjustment reducing the Conversion Rate below the
then par value, if any, of the shares of Common Stock issuable upon conversion of the Notes, Maker will take all corporate action which may, in the
opinion of its counsel, be necessary in order that Maker may validly and legally issue shares of such Common Stock at such adjusted Conversion Rate.
(d) Minimum Adjustment. No adjustment in the Conversion Rate shall be required if such adjustment is less than 2% of the then existing Conversion Rate;
provided, however, that any adjustments which by reason of this Paragraph 4 (d) are not required to be made shall be carried forward and taken into
account in any subsequent adjustment. All calculations under this Section 4 shall be made to the nearest cent or to the nearest one-hundredth of a
share, as the case may be. Anything to the contrary notwithstanding, Maker shall be entitled to make such reductions in the Conversion Rate, in
addition to those required by this Paragraph 4 (d) , as it in its discretion shall determine to be advisable in order that any stock dividends, subdivision of
shares, distribution of rights to purchase stock or securities, or distribution of securities convertible into or exchangeable for stock hereafter made by
Maker to its stockholders shall not be taxable.
(e) Referral of Adjustment. In any case in which this Section 4 shall require that an adjustment in the Conversion Rate be made effective as of a record
date for a specified event (the “Conversion Event”), if this Note shall have been converted after such record date, Maker may elect to defer until the
occurrence of the Conversion Event issuing to Payee the shares, if any, issuable upon the Conversion Event over and above the shares, if any,
issuable upon such Conversion Event on the basis of the Conversion Rate in effect prior to such adjustment; provided, however, that Maker shall
deliver to Payee a due bill or other appropriate instrument evidencing Payee’s right to receive such additional shares upon the occurrence of the event
requiring such adjustment.
(f) Number of Shares. Upon each adjustment of the Conversion Rate as a result of the calculations made in Paragraphs 4(a) and (b) above, this Note shall
thereafter evidence the right to purchase, at the adjusted Conversion Rate, that number of shares (calculated to the nearest one-hundredth) obtained by
dividing (i) the product obtained by multiplying the number of shares issuable upon Conversion of this Note prior to adjustment of the number of shares
by the Conversion Rate in effect prior to adjustment of the Conversion Rate by (ii) the Conversion Rate in effect after such adjustment of the
Conversion Rate.
(g) When No Adjustment Required. No adjustment need be made for a transaction referred to in Paragraphs 4(a) and (b) above if Payee is permitted to
participate in the transaction on a basis no less favorable than any other party and at a level that would preserve Payee’s percentage equity
participation in the Common Stock upon Conversion of this Note. No adjustment need be made for sales of Common Stock pursuant to a plan by
Maker for reinvestment of dividends or interest, the granting of options and/or the exercise of options outstanding under any of Maker's currently
existing stock option plans, the exercise of any other of Maker's currently outstanding options, or any currently authorized warrants, whether or not
outstanding. No adjustment need be made for a change in the par value of the Common Stock, or from par value to no par value or no par value to par
value. If this Note becomes convertible solely into cash, no adjustment need be made thereafter. Interest will not accrue on the cash.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Noble Roman’s, Inc. __.__.16
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[NOTE HOLDER’ NAME TO BE INSERTED]
(h) Notice of Adjustment. Whenever the Conversion Rate is adjusted, Maker shall promptly mail to Payee a notice of the adjustment together with a
certificate from Maker's Chief Financial Officer briefly stating (i) the facts requiring the adjustment, (ii) the adjusted Conversion Rate and the manner of
computing it, and (iii) the date on which such adjustment becomes effective. The certificate shall be evidence that the adjustment is correct, absent
manifest error.
(i) Voluntary Reduction. Maker from time to time may reduce the Conversion Rate by any amount for any period of time if the period is at least twenty (20)
days and if the reduction is irrevocable during the period. Whenever the Conversion Rate is reduced, Maker shall mail to Payee a notice of the
reduction. Maker shall mail the notice at least fifteen (15) days before the date the reduced Conversion Rate takes effect. The notice shall state the
reduced Conversion Rate and the period it will be in effect. A reduction of the Conversion Rate does not change or adjust the Conversion Rate
otherwise in effect for purposes of Paragraphs 4 (a) and(b) above. Anything to the contrary notwithstanding, this Paragraph 4(i) shall be void and of no
effect if it violates the rules and/or regulations of any exchange or inter-dealer quotation system on which the Common Stock is then listed for trading.
(j) Prohibition against Certain Reductions of Conversion Rate. Anything to the contrary notwithstanding, in no event shall the Conversion Rate be reduced
below the par value of the Common Stock.
(k) Notice of Certain Transactions. If (i) Maker takes any action that would require an adjustment in the Conversion Rate pursuant to this Section 4; or (ii)
there is a liquidation or dissolution of Maker, Maker shall mail to Payee a notice stating the proposed record date for a distribution or effective date of a
reclassification, consolidation, merger, transfer, lease, liquidation or dissolution. Maker shall mail the notice at least fifteen (15) days before such date.
Failure to mail the notice or any defect in it shall not affect the validity of the transaction.
(l) Reorganization of Maker. If Maker and/or the holders of Common Stock are parties to a merger, consolidation or a transaction in which (i) Maker
transfers or leases substantially all of its assets; (ii) Maker reclassifies or changes its outstanding Common Stock; or (iii) the Common Stock is
exchanged for securities, cash or other assets; the person who is the transferee or lessee of such assets or is obligated to deliver such securities, cash
or other assets shall assume the terms of this Note. If the issuer of securities deliverable upon Conversion of this Note is an affiliate of the surviving,
transferee or lessee corporation, that issuer shall join in such assumption. The assumption agreement shall provide that the Payee may convert the
Convertible Obligations into the kind and amount of securities, cash or other assets that Payee would have owned immediately after the consolidation,
merger, transfer, lease or exchange if Payee had converted this Note immediately before the effective date of the transaction. The assumption
agreement shall provide for adjustments that shall be as nearly equivalent as may be practical to the adjustments provided for in this Section 4. The
successor company shall mail to Payee a notice briefly describing the assumption agreement. If this Paragraph applies, Paragraph 4 (a) above does not
apply.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Noble Roman’s, Inc. __.__.16
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[NOTE HOLDER’ NAME TO BE INSERTED]
(m) Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the date hereof, Maker issues or sells, or in accordance with this
section is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by
or for the account of the Company, but excluding any Exempt Issuance issued or sold or deemed to have been issued or sold) for a consideration per
share (the “New Issuance Price”) less than a price equal to the Conversion Rate in effect immediately prior to such issue or sale or deemed issuance
or sale (such Conversion Rate then in effect is referred to as the “Applicable Price”) (the foregoing a “ Dilutive Issuance”), then immediately after such
Dilutive Issuance, the Conversion Rate then in effect shall be reduced to the New Issuance Price. For all purposes of the foregoing (including, without
limitation, determining the adjusted Conversion Rate and consideration per share under this section), the following shall be applicable:
i. Issuance of Common Stock Equivalents. If Maker in any manner issues or sells any securities of Maker or any subsidiary which would entitle the holder
thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at
any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (collectively, “Common
Stock Equivalents”) (other than Common Stock Equivalents that qualify as Exempt Issuances) and the lowest price per share for which one share of
Common Stock is issuable upon the conversion, exercise or exchange thereof is less than the Applicable Price, then such share of Common Stock shall
be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Common Stock Equivalents
for such price per share. For the purposes of this section, the “lowest price per share for which one share of Common Stock is issuable upon the
conversion, exercise or exchange thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or
receivable by the Company with respect to one share of Common Stock upon the issuance or sale of the Common Stock Equivalent and upon
conversion, exercise or exchange of such Common Stock Equivalent and (y) the lowest conversion price set forth in such Common Stock Equivalent for
which one share of Common Stock is issuable upon conversion, exercise or exchange thereof minus (2) the sum of all amounts paid or payable to the
holder of such Common Stock Equivalent (or any other person) upon the issuance or sale of such Common Stock Equivalent plus the value of any other
consideration received or receivable by, or benefit conferred on, the holder of such Common Stock Equivalent (or any other Person). Except as
contemplated below, no further adjustment of the Conversion Rate shall be made upon the actual issuance of such shares of Common Stock upon
conversion, exercise or exchange of such Common Stock Equivalents.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Noble Roman’s, Inc. __.__.16
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[NOTE HOLDER’ NAME TO BE INSERTED]
ii. Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any options, the additional consideration, if any, payable
upon the issue, conversion, exercise or exchange of any Common Stock Equivalents, or the rate at which any Common Stock Equivalents are
convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time, the Conversion Rate in effect at the
time of such increase or decrease shall be adjusted to the Conversion Rate which would have been in effect at such time had such options or Common
Stock Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the
case may be, at the time initially granted, issued or sold. For purposes of this section, if the terms of any Common Stock Equivalent that was outstanding
as of the date of issuance of this Note are increased or decreased in the manner described in the immediately preceding sentence, then such Common
Stock Equivalent and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been
issued as of the date of such increase or decrease. No adjustment pursuant to this section shall be made if such adjustment would result in an increase
of the Conversion Rate then in effect.
iii. “Exempt Issuance” means the issuance of (a) shares of Common Stock and options to officers, employees, or directors of Maker issued pursuant to
plans that have been approved by a majority of the board of directors of Maker, (b) securities upon the exercise or exchange of or conversion of any
securities issued in the Offering and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and
outstanding on the date immediately prior to the initial closing of this Offering, provided that such securities and any term thereof have not been
amended since such date to increase the number of such securities or to decrease the issue price, exercise price, exchange price or conversion price of
such securities, (c) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the
securities or assets of a corporation or other entity which holders of such securities or debt are not at any time granted any registration rights but shall
not include a transaction in which Maker is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is
investing in securities, and (d) securities in connection with strategic license agreements and other partnering arrangements so long as such issuances
are not primarily for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights.
5. Right to Registration. Payee has the right to require Maker to register the resale of the Underlying Shares and the shares issuable upon exercise of the
Warrants owned by Payee (the “Warrant Shares”) under the Act pursuant to a registration statement (a “Registration Statement”) filed with the
Securities and Exchange Commission (the “Commission”) in accordance with the terms of an agreement (the “Registration Rights Agreement”) dated as
of the date hereof among Maker, Payee and the holders of the other Notes. The date that the first Registration Statement filed pursuant to the
Registration Rights Agreement is declared effective by the Commission is herein referred to as the “Effective Date.”
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Noble Roman’s, Inc. __.__.16
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[NOTE HOLDER’ NAME TO BE INSERTED]
6. Subordination; Pari Passu with other Notes . This Note is subordinated to “Senior Debt,” which is the principal of and premium, if any, and interest
(including post-petition interest, if any) on, and any other payment due pursuant to the terms of instruments creating or evidencing Indebtedness of
Maker outstanding on the date of this Note or Indebtedness thereafter created, incurred, assumed or guaranteed by Maker and all renewals, extensions
and refundings thereof, which is payable to banks or other institutional lenders and including debt incurred in connection with equipment leasing
transactions, unless in the instrument creating or evidencing such Indebtedness, it is not provided that such Indebtedness is senior in right of payment to
this Note. There shall be no limitation on the amount of Senior Debt that Maker may incur. Notwithstanding the foregoing, Senior Debt with respect to
Maker or any subsidiary thereof shall not include (i) any Indebtedness of Maker to any such subsidiary for money borrowed or advanced from such
subsidiary, or (ii) any Indebtedness representing the redemption price of any preferred stock. "Indebtedness," as applied to any entity, means any
indebtedness, contingent or otherwise, in respect of borrowed money (whether or not the recourse of the lender is to the whole of the assets of such
entity or only to a portion thereof), or evidenced by bonds, notes, debentures or similar instruments or letters of credit, or representing the balance
deferred and unpaid of the purchase price of any property or interest therein, except any such balance that constitutes a trade payable, if and to the
extent that such indebtedness would appear as a liability upon a balance sheet of such entity prepared on a consolidated basis in accordance with
generally accepted accounting principles in the United States. So long as any Senior Debt shall remain outstanding and unpaid or the Lender has any
obligation to extend credit to the Maker, no payment shall be made on this Note without Lender's prior written consent; provided, however, that payments
of Principal and Interest may be made on this Note on the due date and thereafter so long as (i) Maker is not in default in the payment of principal or
interest on the Senior Debt, and (ii) Maker has not received written notice that some other default has occurred and is continuing under any Senior
Debt. This Note shall be paid on a pari passu basis with all other Notes.
7. Covenants. Maker covenants and agrees that from and after the date hereof and until the date of repayment or conversion to Common Stock in full of
the Obligations it shall comply with the following conditions:
(i) Maintenance of Existence and Conduct of Business. Maker shall, and shall cause each of its subsidiaries, if any, to (A) do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate existence and rights; and (B) continue to conduct its business so
that the business carried on in connection therewith may be properly and advantageously conducted at all times.
(ii) Books and Records. Maker shall, and shall cause each of its subsidiaries, if any, to keep adequate books and records of account with respect to
its business activities.
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Noble Roman’s, Inc. __.__.16
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[NOTE HOLDER’ NAME TO BE INSERTED]
(iii) Insurance. Maker shall, and shall cause each of its subsidiaries, if any, to maintain insurance policies insuring such risks as are customarily
insured against by companies engaged in businesses and/or with property similar to those operated and/or owned or leased by Maker or any
such subsidiaries, as the case may be, including but not limited to, insurance policies covering real property. All such policies are to be carried
with reputable insurance carriers and shall be in such amounts as are customarily insured against by companies with similar assets and
properties engaged in a similar business.
(iv) Compliance with Law. Maker shall, and shall cause each of its subsidiaries, if any, to comply in all material respects with all federal, state, local
and foreign laws and regulations applicable to it or such subsidiaries, as the case may be, which, if breached, would have a material adverse
effect on Maker's or such subsidiaries', as the case may be, business, prospects, operations, properties, assets or condition (financial or
otherwise).
(v) Compliance with Material Agreements, Leases, Licenses and Financial Obligations. All of the terms of each of Maker’s and/or its subsidiaries’, if
any, and affiliates’, material agreements, leases, licenses and financial obligations shall be complied with, and each of them shall be kept in full
force and effect in accordance with their respective terms.
8. Reorganization of Maker. If Maker is party to a merger, consolidation or a transaction in which it is not the surviving or continuing entity or transfers or
leases all or substantially all of its assets, the person who is the surviving or continuing entity or is the transferee or lessee of such assets shall assume
the terms of this Note and the Obligations.
9. Representations and Warranties of Maker . Maker represents and warrants that: (i) it, and each of its subsidiaries, if any, is a corporation or other entity
duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power to carry on its
business as now conducted and to own its properties and assets it now owns; (ii) it, and each of its subsidiaries, if any, is duly qualified or licensed to do
business as a foreign corporation or other entity in good standing in the jurisdictions in which ownership of property or the conduct of its business
requires such qualification except jurisdictions in which the failure to qualify to do business will have no material adverse effect on its business,
prospects, operations, properties, assets or condition (financial or otherwise); (iii) it, and each of its subsidiaries, if any, and/or affiliates thereof, holds all
licenses and otherwise complies with all laws, rules and regulations required to permit it to own its property and conduct its business in the jurisdictions
in which it owns its property and conducts its business; (iv) it has full power and authority to execute and deliver this Note, and that the execution and
delivery of this Note will not result in the breach of or default under, with or without the giving of notice and/or the passage of time, any other agreement,
financial instrument, arrangement or indenture to which it is a party or by which it may be bound, or the violation of any law, statute, rule, decree,
judgment or regulation binding upon it; (v) it, and each of its subsidiaries, if any, is in material compliance with all of its financial obligations and all of its
material agreements; (vi) there is no action, suit, proceeding, or investigation pending or currently threatened against it or any of its subsidiaries, if any;
and (vii) it has taken and will take all acts required, including but not limited to authorizing the signatory hereof on its behalf to execute this Note, so that
upon the execution and delivery of this Note, it shall constitute the valid and legally binding obligation of Maker enforceable against Maker in accordance
with the terms thereof.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Noble Roman’s, Inc. __.__.16
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10. Defaults and Remedies .
[NOTE HOLDER’ NAME TO BE INSERTED]
(a) Events of Default. The occurrence or existence of any one or more of the following events or conditions (regardless of the reasons therefor) shall
constitute an "Event of Default" hereunder:
(i) Maker shall fail to make any payment of Principal or Interest when due and payable or declared due and payable pursuant to the terms hereof
and such failure shall remain uncured for a period of thirty (30) days thereafter;
(ii) Maker shall fail at any time to be in material compliance with any of the covenants set forth in Section 3(c) or Section 7 of this Note, or, except
as provided in Section 3(h) above, shall fail at any time to be in material compliance with or neglect to perform, keep or observe any of the
provisions of this Note to be complied with, performed, kept or observed by Maker and such failure shall remain uncured for a period of thirty
(30) days after notice thereof has been given by Payee to Maker;
(iii) Any representation or warranty made in this Note by Maker shall be untrue or incorrect in any material respect as of the date when made or
deemed made;
(iv) Maker shall commit an Event of Default in any of the other Notes as that term is defined therein;
(v) Any money judgment, writ or warrant of attachment, or similar process not covered by insurance in excess of Fifty Thousand ($50,000) Dollars
in the aggregate shall be entered or filed against Maker or any of its subsidiaries, if any, or any of their properties or other assets and shall
remain unpaid, unvacated, unbonded or unstayed for a period of thirty (30) days;
(vi) Maker or any of its subsidiaries, if any, shall make an assignment for the benefit of creditors or shall be unable to pay its debts as they become
due;
(vii) Maker or any of its subsidiaries, if any, shall have received a written notice of default related to any material agreement to which it is a party
and such act of default shall remain uncured after any applicable cure period;
(viii) A case or proceeding shall have been commenced against Maker or any of its subsidiaries, if any, (each a “Proceeding Company”) in a
court having competent jurisdiction seeking a decree or order in respect of a Proceeding Company (A) under Title 11 of the United
States Code, as now constituted or hereafter amended, or any other applicable federal, state or foreign bankruptcy or other similar law;
(B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) of a Proceeding Company, or any of
its properties; or (C) ordering the winding-up or liquidation of the affairs of a Proceeding Company, and such case or proceeding shall
remain unstayed or un-dismissed for a period of sixty (60) consecutive days or such court shall enter a decree or order granting the
relief sought in such case or proceeding; or
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Noble Roman’s, Inc. __.__.16
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(ix) A Proceeding Company shall (A) file a petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter
amended, or any other applicable federal, state or foreign bankruptcy or other similar law; or (B) consent to the institution of proceedings there
under or to the filing of any such petition or to the appointment of or the taking of possession by a custodian, receiver, liquidator, assignee,
trustee or sequestrator (or similar official) of such Proceeding Company, or any of its properties.
[NOTE HOLDER’ NAME TO BE INSERTED]
(b) Remedies. Upon the occurrence of an Event of Default specified in Paragraphs 10(a) (viii) and (ix) above, all Obligations then remaining unpaid
hereunder shall immediately become due and payable in full, plus interest on the unpaid portion of the Obligations at the highest rate permitted by
applicable law, without notice to Maker and without presentment, demand, protest or notice of protest, all of which are hereby waived by Maker together
with all reasonable costs and expenses of the collection and enforcement of this Note, including reasonable attorney's fees and expenses, all of which
shall be added to the amount due under this Note. Upon the occurrence of any other Event of Default, the holders of no less than 50.1% in principal
amount of the Notes may thereafter, at their option immediately by notice to Maker, declare all Obligations then remaining unpaid or converted to
Common Stock hereunder immediately due and payable, whereupon the same shall forthwith mature and become due and payable, without any further
notice to Maker and without presentment, demand, protest or notice of protest, all of which are hereby waived by Maker. Upon a declaration of
acceleration, the entire Obligations then remaining unpaid or not converted to Common Stock hereunder shall become immediately due and payable in
full plus interest on the unpaid portion of the Obligations at the highest rate permitted by applicable law and all reasonable costs and expenses of the
collection and enforcement of this Note, including reasonable attorney's fees and expenses, all of which shall be added to the amount due under this
Note. The rights, powers, privileges and remedies of Payee pursuant to the terms hereof are cumulative and not exclusive of any other rights, powers,
privileges and remedies that Payee may have under this Note or any other instrument or agreement.
11. Maker's Right to Convert Note. On or after the earlier of the Effective Date as long as a Registration Statement remains effective or the date on which
the Underlying Shares may otherwise be sold publicly without restriction pursuant to Rule 144 of the Act, Maker may, at its option, convert all of this
Note, but not any portion thereof, in accordance with the provisions of Section 3 above at any time on not less than thirty (30) days’ prior written notice,
provided that the daily average weighted trading price of the Common Stock equals or exceeds One dollar and fifty cents ($1.50) per share for a period
of thirty (30) consecutive trading days (which period must commencing after the Effective Date) ending one trading day prior to the notice of
redemption. If this Note is converted pursuant to the terms of this Section 11 then all of the Notes must be converted.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Noble Roman’s, Inc. __.__.16
10% Convertible
Subordinated Note
Page 15
[NOTE HOLDER’ NAME TO BE INSERTED]
12. Acknowledgment of Payee’s Investment Representations . By accepting this Note, Payee acknowledge that this Note has not been and will not be
registered under the Act or qualified under any state securities laws and that the transferability thereof is restricted by the registration provisions of the
Act as well as the qualification provisions of such state laws. Based upon the representations and agreements being made by Payee herein, this Note is
being issued to Payee pursuant to an exemption from such registration provided by Section 4 (2) of the Act and Rule 506 promulgated there under, and
such applicable state securities law qualification exemptions. Payee represents that Payee is acquiring this Note for Payee’s own account, for
investment purposes only and not with a view to resale or other distribution thereof, or with the intention of selling, transferring or otherwise disposing
of all or any part of it for any particular event or circumstance, except selling, transferring or disposing of it only upon full compliance with all applicable
provisions of the Act, the Exchange Act, the Rules and Regulations promulgated by the Commission there under, and any applicable state securities
laws. Payee further understands and agree that no transfer of this Note shall be valid unless made in compliance with the restrictions set forth on the
front of this Note, effected on Maker's books by the registered holder hereof, in person or by an attorney duly authorized in writing, and similarly noted
hereon. Maker may charge Payee a reasonable fee for any re registration, transfer or exchange of this Note.
13. Limitation of Interest Payments. Nothing contained in this Note or in any other agreement between Maker and Payee requires Maker to pay or Payee
to accept Interest in an amount that would subject Maker to any penalty or forfeiture under applicable law. In no event shall the total of all charges
payable hereunder, whether of Interest or of such other charges that may or might be characterized as interest, exceed the maximum rate permitted to
be charged under the laws of the state of Indiana. Should Payee receive any payment, which is or would be in excess of that permitted to be charged
under such laws, such payment shall have been and shall be deemed to have been made in error and shall automatically be applied to reduce the
Principal outstanding on this Note.
14. Miscellaneous.
(a) Effect of Forbearance. No forbearance, indulgence, delay or failure to exercise any right or remedy by Payee with respect to this Note shall operate as
a waiver or as an acquiescence in any default.
(b) Effect of Single or Partial Exercise of Right. No single or partial exercise of any right or remedy by Payee shall preclude any other or further exercise
thereof or any exercise of any other right or remedy by Payee.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Noble Roman’s, Inc. __.__.16
10% Convertible
Subordinated Note
Page 16
[NOTE HOLDER’ NAME TO BE INSERTED]
(c) Governing Law; Venue. This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the internal
laws of the State of Indiana applicable to contracts made and to be performed entirely within such State. Any action, suit or proceeding in connection
with this Note may be brought against Maker in a federal or state court of record located in Marion County, Indiana, and Maker and Payee each agrees
to submit to the personal jurisdiction of such court and waives any objection which either may have, based on improper venue or forum non conveniens,
to the conduct of any proceeding in any such court and waives personal service of any and all process upon it, and consents that all such service of
process be made by mail or messenger directed to it at the address referred to in Paragraph 14(g) below and that service so made shall be deemed to
be completed upon the earlier of actual receipt or five (5) days after the same shall have been posted to its address.
(d) Headings. The headings and captions of the various paragraphs herein are for convenience of reference only and shall in no way modify any of the
terms or provisions of this Note.
(e) Loss, Theft, Destruction or Mutilation. Upon receipt by Maker of evidence reasonably satisfactory to it of loss, theft, destruction or mutilation of this
Note, Maker shall make and deliver or caused to be made and delivered to Payee a new Note of like date and tenor in lieu of this Note.
(f) Modification of Note or Waiver of Terms Thereof. No modification or waiver of any of the provisions of this Note shall be effective unless in writing and
signed by Maker and Payee and then only to the extent set forth in such writing, or shall any such modification or waiver be applicable except in the
specific instance for which it is given. This Note may not be discharged orally but only in writing duly executed by Payee.
(g) Notice. All offers, acceptances, notices, requests, demands and other communications under this Note shall be in writing and, except as otherwise
provided herein, shall be deemed to have been given only: (i) when delivered in person; (ii) one (1) day after deposit with a nationally recognized
overnight courier service; or, (iii) five (5) days after having been mailed by certified or registered mail prepaid, to the parties at their respective
addresses first set forth above, or at such other address as may be given in writing in future by either party to the other. Notice may also be given via
electronic or facsimile transmission to a party who provides such party’s fax number or email address to the other party and shall be deemed to have
been given if receipt thereof is confirmed by the recipient.
(h) Transfer. This Note shall be transferable only on the books of Maker upon delivery thereof duly endorsed by Payee or by Payee’s duly authorized
attorney or representative, or accompanied by proper evidence of succession, assignment, or authority to transfer. In all cases of transfer by an
attorney, executor, administrator, guardian, or other legal representative, duly authenticated evidence of his or its authority shall be produced. Upon
any registration of transfer, Maker shall deliver a new Note or Notes to the person entitled thereto. Notwithstanding the foregoing, Maker shall have no
obligation to cause Notes to be transferred on its books to any person if, in the reasonable opinion of counsel to Maker, such transfer does not comply
with the provisions of the Act and the rules and regulations there under and/or applicable state securities laws.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Noble Roman’s, Inc. __.__.16
10% Convertible
Subordinated Note
Page 17
[NOTE HOLDER’ NAME TO BE INSERTED]
(i) Successors and Assigns. This Note shall be binding upon Maker, its successors, assigns and transferees, and shall inure to the benefit of and be
enforceable by Payee and Payee’s successors and assigns.
(j) Severability. If one or more of the provisions or portions of this Note shall be deemed by any court or quasi-judicial authority to be invalid, illegal or
unenforceable in any respect, the invalidity, illegality or unenforceability of the remaining provisions, or portions of provisions contained herein shall not
in any way be affected or impaired thereby.
(k) Gender. The use herein of the masculine pronouns or similar terms shall be deemed to include the feminine and neuter genders as well and vice versa
and the use of the singular pronouns shall be deemed to include the plural as well and vice versa.
(signature page to follow)
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Noble Roman’s, Inc. __.__.16
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Subordinated Note
Page 18
IN WITNESS WHEREOF, Maker has caused this Note to be executed on its behalf by an officer thereunto duly authorized as of the date set forth above.
[NOTE HOLDER’ NAME TO BE INSERTED]
Noble Roman’s, Inc.
An Indiana corporation
By:
Paul W. Mobley, Executive Chairman
ATTEST:
_____________, Secretary
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Noble Roman’s, Inc. __.__.16
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[NOTE HOLDER’ NAME TO BE INSERTED]
ANNEX A
NOTICE OF CONVERSION
The undersigned hereby elects to convert principal under the 10% Convertible Subordinated Unsecured Note due ________, 2019 of Noble Roman’s, Inc., an
Indiana corporation (the “Company”),into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date
written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes
payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee
will be charged to the holder for any conversion, except for such transfer taxes, if any.
The undersigned agrees to comply with the delivery requirements set forth in the Subscription Agreement and Investment Letter to which this Notice of
Conversion is appended as Annex A under the applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock.
Conversion calculations:
Date to Effect Conversion:
Principal Amount of Debenture to be Converted:
Number of shares of Common Stock to be issued:
Signature:
Name:
Address for Delivery of Common Stock Certificates:
Or
DWAC Instructions:
Broker No:
Account No:
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
SUBSIDIARIES OF THE REGISTRANT
Exhibit 21.1
Pizzaco, Inc.
N.R. Realty, Inc.
RH Roanoke, Inc.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
I, A. Scott Mobley, certify that:
Exhibit 31.1
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Noble Roman’s, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered
by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
(b)
Date: March 27, 2017
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
/s/ A. Scott Mobley
A. Scott Mobley
President and Chief Executive Officer
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
I, Paul W. Mobley, certify that:
Exhibit 31.2
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Noble Roman’s, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered
by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
(b)
Date: March 27, 2017
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
/s/ Paul W. Mobley
Paul W. Mobley
Executive Chairman and
Chief Financial Officer
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1
In connection with the Annual Report of Noble Roman’s, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2016, as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), I, A. Scott Mobley, President and Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
March 27, 2017
/s/ A. Scott Mobley
A. Scott Mobley
President and Chief Executive Officer
Of Noble Roman’s, Inc.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.2
In connection with the Annual Report of Noble Roman’s, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2016, as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), I, Paul W. Mobley, Executive Chairman and Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
March 27, 2017
/s/ Paul W. Mobley
Paul W. Mobley
Executive Chairman and Chief Financial
Officer of Noble Roman’s, Inc.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.