United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended

September 30, 2020

2021

Commission file number: 0-11104

NOBLE ROMANS, INC.
(Exact name of registrant as specified in its charter)

Indiana
35-1281154

NOBLE ROMAN’S, INC.

(Exact name of registrant as specified in its charter)

Indiana

35-1281154

(State or other jurisdiction of organization)

(I.R.S. Employer Identification No.)

6612 E. 75th Street, Suite 450Indianapolis, Indiana

46250

Indianapolis, Indiana

46250

(Address of principal executive offices)

(Zip Code)

(317) 634-3377

(Registrant'sRegistrant’s telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

N/A

N/A

N/A

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, every Interactive Data File required to be submitted 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 such files). Yes ☒    No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer. ☐Filer

Accelerated Filer. Filer

Non-Accelerated Filer

Non-Accelerated Filer.

Smaller Reporting Company

Emerging Growth Company. ☐Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes     No ☒

As of November 4, 20206, 2021, there were 22,215,512 shares of Common Stock, no par value, outstanding.


PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements

The following unaudited condensed consolidated financial statements are included herein:

Condensed consolidated balance sheets as of December 31, 20192020 and September 30, 20202021 (unaudited)

Page 3

Condensed consolidated statements of operations for the three-month and nine-month periods ended September 30, 20192020 and 20202021 (unaudited)

Page 4

Condensed consolidated statements of changes in stockholders'stockholders’ equity for the three-month periods ended September 30, 2021 and 2020 and nine-month periods ended September 30, 2021 and 2020 and 2019 and three-month periods ended September 30, 2020 and 2019 (unaudited)

Page 5

Condensed consolidated statements of cash flows for the nine-month  periods ended September 30, 20192020 and 20202021 (unaudited)

Page 7

Notes to condensed consolidated financial statements (unaudited)

Page 8

2




Noble Roman's,Roman’s, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

Assets
 
December 31,
 2019
 
 
 September 30,
 2020
 
Current assets:
 
 
 
 
 
 
   Cash
 $218,132 
 $1,645,073 
   Accounts receivable - net
  978,408 
  992,633 
   Inventories
  880,660 
  862,880 
   Prepaid expenses
  784,650 
  499,505 
           Total current assets
  2,861,850 
  4,000,090 
 
    
    
Property and equipment:
    
    
   Equipment
  2,899,611 
  3,159,093 
   Leasehold improvements
  1,187,100 
  1,571,542 
   Construction and equipment in progress
  374,525 
  676,042 
 
  4,461,236 
  5,406,677 
   Less accumulated depreciation and amortization
  1,689,520 
  1,906,858 
          Net property and equipment
  2,771,716 
  3,499,819 
Deferred tax asset
  3,900,221 
  4,026,815 
Deferred contract cost
  817,763 
  813,262 
Goodwill
  278,466 
  278,466 
Operating lease right of use assets
  4,242,416 
  4,804,507 
Other assets including long-term portion of receivables - net
  4,232,655 
  5,135,400 
                      Total assets
 $19,105,087 
 $22,558,359 
 
    
    
Liabilities and Stockholders' Equity
    
    
Current liabilities:
    
    
   Current portion of term loan payable to bank
 $871,429 
 $- 
   Accounts payable and accrued expenses
  731,059 
  544,630 
   Current portion of operating lease liability
  333,763 
  342,763 
                Total current liabilities
  1,936,251 
  887,393 
 
    
    
Long-term obligations:
    
    
   Term loans payable to bank (net of current portion)
  2,999,275 
  - 
   Term loan payable to Corbel
  - 
  7,365,434 
   Warrant value
  - 
  29,037 
   Convertible notes payable
  1,501,282 
  568,417 
   Operating lease liabilities - net of short-term portion
  4,016,728 
  4,638,062 
   Deferred contract income
  817,763 
  813,262 
               Total long-term liabilities
  9,335,048 
  13,414,212 
 
    
    
Stockholders' equity:
    
    
   Common stock – no par value (40,000,000 shares authorized, 22,215,512 issued and outstanding as of December 31, 2019 and as of September 30, 2020)
  24,858,311 
  24,757,079 
   Accumulated deficit
  (17,024,523)
  (16,500,325)
                Total stockholders' equity
  7,833,788 
  8,256,753 
                      Total liabilities and stockholders’ equity
 $19,105,087 
 $22,558,359 

 

December 31,

2020

 

 

September 30,

2021

 

Assets

 

Current assets:

 

 

 

 

 

 

Cash

 

$1,194,363

 

 

$1,789,270

 

Accounts receivable - net

 

 

879,502

 

 

 

930,955

 

Inventories

 

 

890,556

 

 

 

919,168

 

Prepaid expenses

 

 

395,918

 

 

 

371,848

 

Total current assets

 

 

3,360,339

 

 

 

4,011,241

 

 

 

 

 

 

 

 

 

 

Property and equipment:

 

 

 

 

 

 

 

 

Equipment

 

 

3,708,689

 

 

 

3,905,644

 

Leasehold improvements

 

 

2,319,445

 

 

 

2,478,385

 

Construction and equipment in progress

 

 

510,225

 

 

 

530,430

 

 

 

 

6,538,359

 

 

 

6,914,459

 

Less accumulated depreciation and amortization

 

 

1,989,209

 

 

 

2,272,498

 

Net property and equipment

 

 

4,549,150

 

 

 

4,641,961

 

Deferred tax asset

 

 

3,104,904

 

 

 

3,104,904

 

Deferred contract cost

 

 

834,018

 

 

 

826,258

 

Goodwill

 

 

278,466

 

 

 

278,466

 

Operating lease right of use assets

 

 

6,088,101

 

 

 

5,667,679

 

Other assets including long-term portion of receivables - net

 

 

201,962

 

 

 

281,878

 

Total assets

 

$18,416,940

 

 

$18,812,387

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$878,099

 

 

$482,585

 

Current portion of operating lease liability

 

 

412,005

 

 

 

393,473

 

Total current liabilities

 

 

1,290,104

 

 

 

876,058

 

 

 

 

 

 

 

 

 

 

Long-term obligations:

 

 

 

 

 

 

 

 

Term loan payable to Corbel

 

 

7,468,709

 

 

 

7,789,992

 

Warrant value

 

 

29,037

 

 

 

29,037

 

Convertible notes payable

 

 

574,479

 

 

 

591,167

 

Operating lease liabilities - net of short-term portion

 

 

5,863,615

 

 

 

5,488,876

 

Deferred contract income

 

 

834,018

 

 

 

826,258

 

Total long-term liabilities

 

 

14,769,858

 

 

 

14,725,330

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Common stock – no par value (40,000,000shares authorized, 22,215,512 issued and outstanding as of December 31, 2020 and as of September 30, 2021)

 

 

24,763,447

 

 

 

24,784,310

 

Accumulated deficit

 

 

(22,406,469)

 

 

(21,573,311)

Total stockholders’ equity

 

 

2,356,978

 

 

 

3,210,999

 

Total liabilities and stockholders’ equity

 

$18,416,940

 

 

$18,812,387

 

See accompanying notes to condensed consolidated financial statements (unaudited).


3

Table of Contents

Noble Roman's,Roman’s, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

 
 
 Three months ended
 September 30,
 
 
 Nine months ended
 September 30,
 
 
 
 2019
 
 
 2020
 
 
 2019
 
 
 2020
 
Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
    Restaurant revenue - company-owned restaurants
 $1,221,843 
 $1,583,251 
 $3,693,922 
 $4,083,064 
    Restaurant revenue - company-owned non-traditional
  169,422 
  99,255 
  499,944 
  365,372 
    Franchising revenue
  1,681,951 
  1,252,503 
  4,895,173 
  3,808,226 
    Administrative fees and other
  6,059 
  3,073 
  33,789 
  11,191 
               Total revenue
  3,079,275 
  2,938,082 
  9,122,828 
  8,267,853 
 
    
    
    
    
Operating expenses:
    
    
    
    
     Restaurant expenses - company-owned restaurants
  1,077,856 
  1,376,754 
  3,209,709 
  3,153,123 
     Restaurant expenses - company-owned non-traditional
  157,652 
  108,935 
  464,470 
  338,161 
     Franchising expenses
  509,029 
  482,394 
  1,548,555 
  1,240,379 
              Total operating expenses
  1,744,537 
  1,968,083 
  5,222,734 
  4,731,662 
 
    
    
    
    
Depreciation and amortization
  66,872 
  98,279 
  236,918 
  262,505 
General and administrative expenses
  432,920 
  460,392 
  1,273,960 
  1,254,186 
             Total expenses
  2,244,329 
  2,526,753 
  6,733,612 
  6,248,353 
             Operating income
  834,946 
  411,329 
  2,389,217 
  2,019,500 
 
    
    
    
    
Interest expense
  219,674 
  327,831 
  566,845 
  1,577,285 
     Income before income taxes
  615,272 
  83,498 
  1,822,369 
  442,215 
Income tax expense (benefit)
  147,665 
  - 
  437,369 
  (81,983)
            Net income
 $467,607 
 $83,498 
 $1,385,003 
 $524,198 
 
    
    
    
    
 
    
    
    
    
 
    
    
    
    
Earnings per share – basic:
    
    
    
    
Net income before income tax
 $.03 
 $.00 
 $.08 
 $.02 
Net income
 $.02 
 $.00 
 $.06 
 $.02 
Weighted average number of common shares outstanding
  21,976,283 
  22,215,512 
  21,797,946 
  22,215,512 
 
    
    
    
    
Diluted earnings per share:
    
    
    
    
 
    
    
    
    
Net income before income tax
 $.03 
 $.00 
 $.08 
 $.02 
Net income
 $.02 
 $.00 
 $.06 
 $.03 
Weighted average number of common shares outstanding
  23,547,037 
  23,765,512 
  23,368,701 
  23,765,512 

 

 

Three months ended

September 30,

 

 

Nine months ended

September 30,

 

 

 

2020

 

 

2021

 

 

2020

 

 

2021

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Restaurant revenue - company-owned restaurants

 

$1,583,251

 

 

$2,122,352

 

 

$4,083,064

 

 

$6,495,788

 

Restaurant revenue - company-owned non-traditional

 

 

99,255

 

 

 

120,316

 

 

 

365,372

 

 

 

353,617

 

Franchising revenue

 

 

1,252,503

 

 

 

1,177,776

 

 

 

3,808,226

 

 

 

3,430,995

 

Administrative fees and other

 

 

3,073

 

 

 

3,734

 

 

 

11,191

 

 

 

10,803

 

Total revenue

 

 

2,938,082

 

 

 

3,424,178

 

 

 

8,267,853

 

 

 

10,291,203

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restaurant expenses - company-owned restaurants

 

 

1,376,754

 

 

 

1,893,721

 

 

 

3,153,123

 

 

 

5,058,358

 

Restaurant expenses - company-owned non-traditional

 

 

108,935

 

 

 

126,765

 

 

 

338,161

 

 

 

334,579

 

Franchising expenses

 

 

482,394

 

 

 

491,798

 

 

 

1,240,379

 

 

 

1,313,472

 

Total operating expenses

 

 

1,968,083

 

 

 

2,512,284

 

 

 

4,731,662

 

 

 

6,706,409

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

98,279

 

 

 

142,133

 

 

 

262,505

 

 

 

448,892

 

General and administrative expenses

 

 

460,392

 

 

 

505,992

 

 

 

1,254,186

 

 

 

1,286,530

 

Total expenses

 

 

2,526,753

 

 

 

3,160,409

 

 

 

6,248,353

 

 

 

8,441,831

 

Operating income

 

 

411,329

 

 

 

263,769

 

 

 

2,019,500

 

 

 

1,849,372

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

327,831

 

 

 

343,184

 

 

 

1,577,285

 

 

 

1,016,214

 

Income (loss) before income taxes

 

 

83,498

 

 

 

(79,415)

 

 

442,215

 

 

 

833,158

 

Income tax expense (benefit)

 

 

0

 

 

 

0

 

 

 

(81,983)

 

 

0

 

Net income (loss)

 

$83,498

 

 

 

(79,415)

 

$524,198

 

 

$833,158

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share – basic:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) before income tax

 

$.00

 

 

$.00

 

 

$.02

 

 

$.04

 

Net income (loss)

 

$.00

 

 

$.00

 

 

$.02

 

 

$.04

 

Weighted average number of common shares outstanding

 

 

22,215,512

 

 

 

22,215,512

 

 

 

22,215,512

 

 

 

22,215,512

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) before income tax

 

$.00

 

 

$.00

 

 

$.02

 

 

$.04

 

Net income (loss)

 

$.00

 

 

$.00

 

 

$.03

 

 

$.04

 

Weighted average number of common shares outstanding

 

 

23,765,512

 

 

 

23,522,028

 

 

 

23,765,512

 

 

 

23,522,028

 

See accompanying notes to condensed consolidated financial statements (unaudited).


4

Table of Contents

Noble Roman's,Roman’s, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in

Stockholders'

Stockholders’ Equity

(Unaudited)

Nine Months Ended

September 30, 2020:

 
 
Common Stock
 
 
Accumulated
 
 
 
 
 
 
Shares
 
 
Amount
 
 
Deficit
 
 
Total
 
Balance at December 31, 2019
  22,215,512 
  24,858,311 
  (17,024,523)
  7,833,788 
 
    
    
    
    
Net income for nine months ended September 30, 2020
    
    
  524,198 
  524,198 
 
    
    
    
    
Unamortized loan origination cost attributable to the $500,000 in aggregate principal amount of notes converted to 1,000,000 shares
    
  (116,400)
    
  (116,400)
 
    
    
    
    
Amortization of value of employee stock options
    
  15,168 
    
  15,168 
 
    
    
    
    
Balance at September 30, 2020
  22,215,512 
 $24,757,079 
 $(16,500,325)
 $8,256,754 
2021:

 

 

Common Stock

 

 

Accumulated

 

 

 

 

 

 

 Shares

 

 

 Amount

 

 

Deficit

 

 

Total

 

Balance at December 31, 2020

 

 

22,215,512

 

 

$24,763,447

 

 

$(22,406,469)

 

$2,356,978

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for nine months ended September 30, 2021

 

 

 

 

 

 

 

 

 

 

833,158

 

 

 

833,158

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of value of employee stock options

 

 

 

 

20,863

 

 

 

 

 

20,863

 

Balance at September 30, 2021

 

 

22,215,512

 

 

$24,784,310

 

 

$(21,573,311)

 

$3,210,999

 

Three Months Ended

September 30, 2020:

 
 
Common Stock
 
 
Accumulated
 
 
 
 
 
 
Shares
 
 
Amount
 
 
Deficit
 
 
Total
 
Balance at June 30, 2020
  22,215,512 
 $24,752,535 
 $(16,583,823)
 $8,168,712 
 
    
    
    
    
Amortization of value of employee
    stock options
    
  4,544 
    
  4,544 
 
    
    
    
    
Net income for three months ended September 30, 2020
    
    
  83,498 
  83,498 
 
    
    
    
    
Balance at September 30, 2020
  22,215,512 
 $24,757,079 
 $(16,500,325)
 $8,256.754 
2021:

 

 

Common Stock

 

 

Accumulated

 

 

 

 

 

 

 Shares

 

 

 Amount

 

 

Deficit

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2021

 

 

22,215,512

 

 

$24,776,184

 

 

$(21,493,896)

 

$3,282,288

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of value of employee stock options

 

 

 

 

 

 

8,126

 

 

 

 

 

 

 

8,126

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for three months ended September 30, 2021

 

 

 

 

 

 

 

 

 

 

(79,415)

 

 

(79,415)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at September 30, 2021

 

 

22,215,512

 

 

$24,784,310

 

 

$(21,573,311)

 

$3,210,999

 

See accompanying notes to condensed consolidated financial statements (unaudited


5

Table of Contents

Nine Months Ended

September 30, 2019:

 
 
Common Stock
 
 
Accumulated
 
 
 
 
 
 
Shares
 
 
Amount
 
 
Deficit
 
 
Total
 
Balance at December 31, 2018
  21,583,032 
 $24,739,482 
 $(16,594,146)
 $8,145,336 
 
    
    
    
    
Adjustment for the adoption of ASU 2016-02 accounting for leases
    
    
  (52,315)
  (52,315)
 
    
    
    
    
Net income for nine months ended September 30, 2019
    
    
  1,385,003 
  1,385,003 
 
    
    
    
    
Amortization of value of employee stock options
    
  13,516 
    
  13,516 
 
    
    
    
    
Cashless exercise of warrants
  232,381 
    
    
    
 
    
    
    
    
Conversion of convertible note to common stock
  200,000 
  100,000 
  - 
  100,000 
 
    
    
    
    
Balance at September 30, 2019
  22,015,413 
 $24,852,998 
 $(15,261,458)
 $9,591,540 
2020:

 

 

Common Stock

 

 

Accumulated

 

 

 

 

 

 

Shares

 

 

 Amount

 

 

Deficit

 

 

Total

 

Balance at December 31, 2019

 

 

22,215,512

 

 

$24,858,311

 

 

$(17,024,523)

 

$7,833,788

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for nine months ended September 30, 2020

 

 

 

 

 

 

 

 

 

 

524,198

 

 

 

524,198

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unamortized loan origination cost attributable to the $500,000 in aggregate principal amount of notes converted to 1,000,000 shares

 

 

 

 

 

 

(116,400)

 

 

 

 

 

 

(116,400)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of value of employee stock options

 

 

 

 

 

 

15,168

 

 

 

 

 

 

 

15,168

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at September 30, 2020

 

 

22,215,512

 

 

$24,757,079

 

 

$(16,500,325)

 

$8,256,754

 

Three Months Ended

September 30, 2019:

 
 
Common Stock
 
 
Accumulated
 
 
 
 
 
 
Shares
 
 
Amount
 
 
Deficit
 
 
Total
 
Balance at June 30, 2019
  21,915,413 
 $24,797,569 
 $(15,729,065)
 $9,068,504 
 
    
    
    
    
Amortization of value of employee stock options
    
  5,429 
    
  5,429 
 
    
    
    
    
Net income for three months ended September 30, 2019
    
    
  467,607 
  467,607 
 
    
    
    
    
Conversion of convertible note to common stock
  100,000 
  50,000 
  - 
  50,000 
 
    
    
    
    
Balance at September 30, 2019
  22,015,413 
 $24,852,998 
 $(15,261,458)
 $9,591,540 
2020:

 

 

 Common Stock

 

 

 Accumulated

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Deficit

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2020

 

 

22,215,512

 

 

$24,752,535

 

 

$(16,583,823)

 

$8,168,712

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of value of employee stock options

 

 

 

 

 

 

4,544

 

 

 

 

 

 

 

4,544

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for three months ended September 30, 2020

 

 

 

 

 

 

 

 

 

 

83,498

 

 

 

83,498

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at September 30, 2020

 

 

22,215,512

 

 

$24,757,079

 

 

$(16,500,325)

 

$8,256.754

 

See accompanying notes to condensed consolidated financial statements (unaudited


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Noble Roman's,Roman’s, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 
 
Nine Months Ended
September 30,
 
  OPERATING ACTIVITIES
 
2019 
 
 
2020 
 
Net income
 $1,385,000 
 $524,198 
Adjustments to reconcile net income to net cash provided by operating activities:
    
    
Depreciation and amortization
  334,138 
  1,231,498 
Amortization of lease cost in excess of cash paid
  85,668 
  35,794 
Deferred income taxes
  437,369 
  (81,983)
Changes in operating assets and liabilities:
    
    
     (Increase) in:
    
    
     Accounts receivable
  (239,778)
  (211,519)
     Inventories
  (27,276)
  17,780 
     Prepaid expenses
  (38,200)
  86,296 
Other assets including long-term portion of receivables
  (512,981)
  (424,602)
    (Decrease) in:
    
    
Accounts payable and accrued expenses
  (154,963)
  (186,428)
NET CASH PROVIDED BY OPERATING
    
    
               ACTIVITIES
  1,268,997 
  991,034 
 
    
    
INVESTING ACTIVITIES
    
    
     Purchase of property and equipment
  (272,870)
  (953,028)
NET CASH (USED) IN INVESTING ACTIVITIES
  (272,870)
  (953,028)
 
    
    
FINANCING ACTIVITIES
    
    
Payment of principal on convertible notes
  - 
  (1,275,000)
Proceeds of new loan - Corbel
  - 
  7,042,958 
Payment of principal - First Financial Bank
  (797,897)
  (4,379,024)
NET CASH (USED) BY FINANCING ACTIVITIES
  (797,897)
  1,388,934 
 
    
    
Increase in cash
  198,210 
  1,426,940 
Cash at beginning of period
  76,194 
  218,132 
Cash at end of period
 $274,404 
 $1,645,072 
 
    
    
 
    
    
Supplemental schedule of investing and financing activities
    
    
 
    
    
Cash paid for interest
 $460,931 
 $634,548 

 

 

Nine Months Ended

September 30,

 

 

 

2020

 

 

 2021

 

OPERATING ACTIVITIES

 

 

 

 

 

 

Net income

 

$524,198

 

 

$833,158

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

1,231,498

 

 

 

807,816

 

Amortization of lease cost in excess of cash paid

 

 

35,794

 

 

 

27,151

 

Deferred income taxes

 

 

(81,983)

 

 

0

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

(Increase) in:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(211,519)

 

 

(51,452)

Inventories

 

 

17,780

 

 

 

(28,612)

Prepaid expenses

 

 

86,296

 

 

 

24,068

 

Other assets including long-term portion of receivables

 

 

(424,602)

 

 

(55,299)

(Decrease) in:

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

 

(186,428)

 

 

(395,514)

NET CASH PROVIDED BY OPERATING ACTIVITIES

 

 

991,034

 

 

 

1,161,316

 

 

 

 

 

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

 

(953,028)

 

 

(566,409)

NET CASH (USED) IN INVESTING ACTIVITIES

 

 

(953,028)

 

 

(566,409)

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Payment of principal on convertible notes

 

 

(1,275,000)

 

 

0

 

Proceeds of new loan - Corbel

 

 

7,042,958

 

 

 

0

 

Payment of principal - First Financial Bank

 

 

(4,379,024)

 

 

0

 

NET CASH (USED) BY FINANCING ACTIVITIES

 

 

1,388,934

 

 

 

0

 

 

 

 

 

 

 

 

 

 

Increase in cash

 

 

1,426,940

 

 

 

594,907

 

Cash at beginning of period

 

 

218,132

 

 

 

1,194,363

 

Cash at end of period

 

$1,645,072

 

 

$1,789,270

 

 

 

 

 

 

 

 

 

 

Supplemental schedule of investing and financing activities

 

 

 

 

 

 

 

 

Cash paid for interest

 

$634,548

 

 

$675,466

 

See accompanying notes to condensed consolidated financial statements (unaudited).


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Table of Contents

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1 - The accompanying unaudited interim condensed consolidated financial statements, included herein, have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated statements have been prepared in accordance with the Company’s accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, as supplemented by this Form 10-Q for the three months ended September 30, 2020 and should be read in conjunction with the audited consolidated financial statements and the notes thereto included in that report. Unless the context indicates otherwise, references to the “Company” mean Noble Roman’s, Inc. and its subsidiaries.

Significant Accounting Policies

On April 25, 2020,February 5, 2021, the Company borrowed $715,000$940,734 under the Paycheck Protection Program (the “PPP”). The funds, according to the provision of the Coronavirus Aid, Relief, and Economic SecuritiesSecurity Act (the “CARES Act”), may be used for payroll costs including payroll benefits, interest on mortgage obligations, incurred before February 14, 2020, rent under lease agreements in force before February 15, 2020 and utilities for which service began before February 15, 2020.utilities. Since the Company met all of the eligibility requirements to participate in the PPP and it was probable from the beginning that the Company’s PPP borrowing will be forgiven, the Company’s participation in the PPP program was accounted for as a government grant. Since the entire amount of the PPP participation was used to pay qualified expenses prior to June 30, 2020,March 31, 2021, the qualifying expenses are presented herein as a reduction of those related expenses in the quarter ended June 30, 2020. The Company has filed its application for forgiveness of the full amount of the PPP participation.

March 31, 2021.

There have been no other significant changes in the Company'sCompany’s accounting policies from those disclosed in its Annual Report on Form 10-K.

In the opinion of the management of the Company, the information contained herein reflects all adjustments necessary for a fair presentation of the results of operations and cash flows for the interim periods presented and the financial condition as of the dates indicated, which adjustments are of a normal recurring nature. The results for the three-month and nine-month periods ended September 30, 20202021 are not necessarily indicative of the results to be expected for the full year ending December 31, 2020,2021, especially in light of recent volatility and uncertainty resulting from the coronavirus (“COVID-19) pandemic, and the governmental response and the government assistance in the form of a PPP grant in the amount of $715,000 benefitting the Company’s results in the three months ended June 30, 2020 and the nine months ended September 30, 2020.

funding.

Note 2 – Franchising revenueRoyalties and fees included initial franchise fee amortizationfees of $43,000$24,000 for the three-month period ended September 30, 2020,2021, and $143,000$42,500 for the nine-monththree-month period ended September 30, 2020, compared to $29,0002020. Royalties and $278,000 for the respective three-month and nine-month periods ended September 30, 2019. Franchising revenuefees included equipment commissions of $7,000 and $24,000$2,221 for the respective three-month and nine-month periodsperiod ended September 30, 2020,2021, and $29,000 and $57,000$6,674 for the respective three-month and nine-month periodsperiod ended September 30, 2019. Franchising revenue, less2020. Royalties and fees, including amortized initial franchise fees and equipment commissions, were $1.2 million for the three-month period ended September 30, 2021, and $3.7$1.3 million for the respective three-month and nine-month periodsperiod ended September 30, 2020,2020. Royalties and $1.6 millionfees, including amortized initial franchise fees and $4.6equipment commissions, were $3.4 million for the respective three-month and nine-month periodsperiod ended September 30, 2019.2021 and $3.8 million for the comparable period in 2020. 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 a contractual liability of the franchisee.

Since

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The effect on comparable periods within the financial statements by recording franchise fees and cost of opening the units as deferred contract costs and deferred contract income is not material as the initial franchise fee for the non-traditional franchise is intended to defray the initial contract costs, and the franchiseefranchise fees and contract costs initially incurred and paid approximate the relative amortized franchise fees and contract costs for those same periods, the effect to corresponding periods within the financial statements is not material. periods.

The deferred contract income and deferred costs were both approximated $813,000$826,000 on September 30, 2020.

2021.

At December 31, 20192020 and September 30, 2020,2021, the carrying values of the Company’s franchise receivables have been reduced to anticipated realizable value.  After considering this reduction of carrying value, the Company reported netanticipates that substantially all of its accounts receivable from former franchisees of $4.4 million and $4.9 million, respectively, which was net of allowance of $4.3 million at December 31, 2019 and allowance of $4.8 millionreceivables reflected on the consolidated balance sheet as of September 30, 2020.


2021, will be collected.  In 2020, in light of the additional uncertainty created as a result of the COVID 19 pandemic, the Company created an allowance for uncollectability on all long-term franchisee receivables.  The Company will continue to pursue collection where circumstances are appropriate and all collections of these receivables in the future will result in additional royalty income at the time received.

There were 3,064 franchises/licenses in operation on December 31, 20192020 and 3,062the same number of franchises/licenses were in operation on September 30, 2020.2021.  During the nine-month period ended September 30, 20202021 there were 2021 new outlets opened and 2217 outlets closed.  In the ordinary course, grocery stores from time to time add the Company'sCompany’s licensed products, remove them and may subsequently re-offer them.  Therefore, it is unknown how many of the 2,4022,404 licensed grocery store units included in the counts above have left the system.

Note 3. The following table sets forth the calculation of basic and diluted earnings per share for the three-month and nine-month periods ended September 30, 2019:

2021:

 

 

Three Months Ended September 30, 2021

 

 

 

Income

(Numerator)

 

 

Shares

(Denominator)

 

 

Per-Share

Amount

 

Net loss

 

$(79,415)

 

 

22,215,512

 

 

$.00

 

Effect of dilutive securities

 

 

 

 

 

 

 

 

 

 

 

 

Stock dilution

 

 

-

 

 

 

56,516

 

 

 

 

 

Convertible notes

 

 

15,625

 

 

 

1,250,000

 

 

 

 

 

Diluted earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$(63,790)

 

 

23,522,028

 

 

$.00

 

 

 

Nine Months Ended September 30, 2021

 

 

 

Income

(Numerator)

 

 

Shares

(Denominator)

 

 

Per-Share

Amount

 

Net income

 

$833,158

 

 

 

22,215,512

 

 

$.04

 

Effect of dilutive securities

 

 

 

 

 

 

 

 

 

 

 

 

Stock dilution

 

 

-

 

 

 

56,516

 

 

 

 

 

Convertible notes

 

 

46,875

 

 

 

1,250,000

 

 

 

 

 

Diluted earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$880,033

 

 

 

23,522,028

 

 

$.04

 

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The following table sets forth the calculation of basic and diluted earnings per share for the three-month and nine-month periods ended September 30, 2020:

 
 
Three Months Ended September 30, 2020
 
 
 
 Income
 (Numerator)
 
 
Shares
 (Denominator)
 
 
Per-Share
Amount
 
Net income
 $83,498 
  22,215,512 
 $.00 
Effect of dilutive securities
    
    
    
   Convertible notes
  15,625 
  1,550,000 
    
Diluted earnings per share
 $99,123 
  23,765,512 
 $.00 
 
 
Nine Months Ended September 30, 2020
 
 
 
Income
(Numerator)
 
 
Shares
(Denominator)
 
 
Per-Share
Amount
 
Net income
 $524,198 
  22,215,512 
 $.02 
Effect of dilutive securities
    
    
    
   Convertible notes
  85,479 
  1,550,000 
    
Diluted earnings per share
    
    
    
   Net income
 $609,677 
  23,765,512 
 $.03 
The following table sets forth the calculation of basic and diluted earnings per share for the three-month and nine-month periods ended September 30, 2019:
 
 
Three Months Ended September 30, 2019
 
 
 
 Income
 (Numerator)
 
 
Shares
 (Denominator)
 
 
Per-Share
Amount
 
Net income
 $467,607 
  21,976,283 
 $.02 
Effect of dilutive securities
    
    
    
   Options and warrants
    
  20,775 
    
   Convertible notes
  47,500 
  1,550,000 
    
Diluted earnings per share
 $515,107 
  23,547,058 
 $.02 
   Net loss
    
    
    
 
 
Nine Months Ended September 30, 2019
 
 
 
Income
(Numerator)
 
 
Shares
(Denominator)
 
 
Per-Share
Amount
 
Net income
 $1,385,000 
  21,797,946 
 $.06 
Effect of dilutive securities
    
    
    
   Options and warrants
    
  20,755 
    
   Convertible notes
  145,000 
  1,550,000 
    
Diluted earnings per share
    
    
    
   Net income
 $1,530,000 
  23,368,701 
 $.07 


 

 

 Three Months Ended September 30, 2020

 

 

 

Income

(Numerator)

 

 

Shares

(Denominator)

 

 

Per-Share

Amount

 

Net income

 

$83,498

 

 

 

22,215,512

 

 

$.00

 

Effect of dilutive securities

 

 

 

 

 

 

 

 

 

 

 

 

Convertible notes

 

 

15,625

 

 

 

1,550,000

 

 

 

 

 

Diluted earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$99,123

 

 

 

23,765,512

 

 

$.00

 

 

 

Nine Months Ended September 30, 2020

 

 

 

Income

(Numerator)

 

 

Shares

(Denominator)

 

 

Per-Share

Amount

 

Net income

 

$524,198

 

 

 

22,215,512

 

 

$.02

 

Effect of dilutive securities

 

 

 

 

 

 

 

 

 

 

 

 

Convertible notes

 

 

85,479

 

 

 

1,550,000

 

 

 

 

 

Diluted earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$609,677

 

 

 

23,765,512

 

 

$.03

 

Note 4 - Other assets as of September 30, 2020, include security deposits of $16,000, cash surrender value of life insurance in the amount of $199,000 and long-term franchisee receivables in the amount of $4.9 million which is net after a $4.8 million valuation allowance.

Long-term receivable from franchisees represent receivables from approximately 80 different non-traditional franchisees (Noble Roman’s franchises located within a host facility). These receivables originated from a variety of circumstances, including where audits of a number of the non-traditional franchises’ reporting of sales found them to be underreporting their sales and, therefore, underpaying their royalty obligations. In other instances, some franchisees were selling non-Noble Roman’s products under the Noble Roman’s trademark. In addition, some receivables arose from the Company incurring legal fees to enforce the franchise agreements and other collection costs, which adds to the receivables in accordance with the agreements and some of the receivables were generated by early termination of the franchise agreements. These receivables have been classified as long-term since collections are expected to extend over more than a one-year cycle.
Note 5 - On-On February 7, 2020, the Company entered into a Senior Secured Promissory Note and Warrant Purchase Agreement (the “Agreement”) with Corbel Capital Partners SBIC, L.P. (“Corbel” or the(the “Purchaser”). Pursuant to the Agreement, the Company issued to the Purchaser a senior secured promissory note (the “Senior Note”) in the initial principal amount of $8.0 million. The Company has used or will use the net proceeds of the Agreement as follows: (i) $4.2 million was used to repay the Company’s then-existing bank debt which was in the original amount of $6.1 million; (ii) $1,275,000 was used to repay the portion of the Company’s existing subordinated convertible debt the maturity date of which most had not previously been extended; (iii) to pay debt issuance costs; and (iv) the remaining net proceeds will be used for working capital orand other general corporate purposes, including development of new Company-owned Craft Pizza & Pub locations.

The Senior Note bears cash interest of LIBOR, as defined in the Agreement, plus 7.75%. In addition, the Senior Note requires payment-in-kind interest (“PIK Interest”) of 3% per annum, which will be added to the principal amount of the Senior Note. Interest is payable in arrears on the last calendar day of each month. The Senior Note matures on February 7, 2025. The Senior Note does not require any fixed principal payments until February 28, 2023, at which time required monthly payments of principal in the amount of $33,333 begin and continue until maturity. The Senior Note requires the Company to make additional payments on the principal balance of the Senior Note based on its consolidated excess cash flow, as defined in the Agreement.

In conjunction with the borrowing under the Senior Note, the Company issued to the Purchaser a warrant (the “Corbel Warrant”) to purchase up to 2,250,000 shares of Common Stock. The Corbel Warrant entitles the Purchaser to purchase from the Company, at any time or from time to time: (i) 1,200,000 shares of Common Stock at an exercise price of $0.57 per share (“Tranche 1”), (ii) 900,000 shares of Common Stock at an exercise price of $0.72 per share (“Tranche 2”),; and (iii) 150,000 shares of Common Stock at an exercise price of $0.97 per share (“Tranche 3”). The Company has the right to require the Purchaser is required to exercise the Corbel Warrant with respect to Tranche 1 if the Common Stock is trading at $1.40 per share or higher for a specified period, and is further required to further require exercise of the Corbel Warrant with respect to Tranche 2 if the Common Stock is trading at $1.50 per share or higher for a specified period. Cashless exercise of the Corbel Warrant is only permitted with respect to Tranche 3. The Purchaser has the right, within six months after the issuance of any shares under the Corbel Warrant, to require the Company to repurchase such shares for cash or for Put Notes (as defined in the applicable loan agreement), at the Company'sCompany’s discretion. The Corbel Warrant expires on the sixth anniversary of the date of its issuance.

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Note 5 – The Company evaluated subsequent events through the date the financials statements were issued and filed with SEC. On October 9, 2021 the Company opened an additional Craft Pizza & Pub location in the north-central Indianapolis area. There were no other subsequent events that required recognition or disclosure beyond what is disclosed in this report.

Impact of COVID-19 Pandemic

In the first quarter of 2020, a novel strain of coronavirus (COVID-19) emerged and spread throughout the United States. The World Health Organization recognized COVID-19 as a pandemic in March 2020. In response to the pandemic, the U.S. federal government and various state and local governments, have, among other things, imposed travel and business restrictions, including stay-at-home orders and other guidelines that required restaurants and bars to close or restrict inside dining. The pandemic has resulted in significant, economic volatility, uncertainty and disruption, reduced commercial activity and weakened economic conditions in the regions in which the Company and its franchisees operate.


The pandemic and the governmental response has had a significant adverse impact on the Company, due to, among other things, governmental restrictions, reduced customer traffic, staffing challenges and supply difficulties.difficulties especially during the three-months ended September 30, 2021. All Company-owned Craft Pizza & Pub restaurants are located in the State of Indiana. On March 16, 2020, by order of the Governor of the State of Indiana (the “Governor”), all restaurants within Indiana were ordered to close for inside dining. Due to the order, all Craft Pizza & Pub restaurants were open for carry-out only through April 30, 2020, primarily through the Company’s Pizza Valet system and third-party delivery providers. On May 1, 2020, the Governor issued another order allowing restaurants to be open for inside dining for up to 50% of capacity as of May 11, 2020, and on June 14, 2020 up to 75% of capacity, plus bars maywere allowed to open up to 50% of capacity, and on July 4, 2020 restaurants and bars were to be allowed to resume at 100% capacity. The Governor delayed the increase in capacity for a portion of the third quarter.quarter of 2020. Ultimately the Governor issued another order to allow 100% capacity for restaurants and bars but required certain social distancing rules which effectively limit capacity to much less than 100%. As the duration and scope of the pandemic is uncertain these orders are subject to further modification, which could adversely affect the Company. Further, the Company can provide no assurance the phase out of restrictions will have a positive effect on the Company’s business.

Many other states and municipalities in the United States have also temporarily restricted travel and suspended the operation of dine-in restaurants and other businesses in light of COVID-19, which has negatively affected our franchised operations. Host facilities for ourthe Company’s non-traditional franchises havewere also beenaffected by labor shortages which adversely impacted by these developments.those developments and in turn slowed the sale of franchises. The uncertainty and disruption in the U.S. economy caused by the pandemic are likely to continue to adversely impact the volume and resources of potential franchisees for both ourthe Company's Craft Pizza & Pub and non-traditional venues.

In 2020, in light of the additional uncertainty created as a result of the COVID-19 pandemic, the Company created an allowance for uncollectability on all long-term franchisee receivables. The Company will continue to pursue collection where circumstances are appropriate and all collections of these receivables in the future will result in additional royalty income at the time received.

On April 25, 2020, the Company received a loan of $715,000 under the PPP and, inPPP.  In accordance with the applicable accounting policy adopted, is beingthe Company accounted for the loan as a government grant and  is presented it in the Condensed Consolidated Statement of Operations as a reduction of thosecertain qualifying expenses since the amount was entirely usedincurred during the three-month period ended June 30, 2020.

Note 6 -  The Company evaluated subsequent events through the date the financial statements were issuedexpenses included payroll costs and filed with SEC. The Company signed a 10-yearbenefits, interest on mortgage obligations, rent under lease for its sixth Company-ownedagreements and operated Craft Pizza & Pub location on July 24, 2020 for future rents of $1.05 million. The Company openedutilities and other qualifying expenses pursuant to the public the sixth Company-owned and operated Craft Pizza & Pub location on October 12, 2020. The Company signed another 10-year lease for its seventh Company-owned and operated Craft Pizza & Pub location on August 15, 2020 for future rents of $926,000.CARES ACT.  On September 14, 2020,February 19, 2021, the Company signedreceived formal notice from the Small Business Administration ("SBA") that the entire $715,000 loan was forgiven in accordance with the provisions of the CARES ACT.  On February 5, 2021, the Company received an additional loan of $940,734 under the PPP. In accordance with the applicable accounting policy adopted the Company accounted for the loan as a construction contract for its seventh Company-ownedgovernment grant and  operated Craft Pizza & Pub location withpresented it in the Condensed Consolidated Statement of Operations as a schedulereduction of certain qualifying expenses incurred during the three-month period ended March 31, 2021.  The expenses included payroll costs and benefits, interest on mortgage obligations, rent under lease agreements and utilities and other qualifying expenses pursuant to open that locationthe CARES ACT. Because the 2020 PPP loan was applied against relevant expenses in late November 2020. There were no subsequent events that required recognition or disclosure beyond what is disclosedthe second quarter of 2020 and the 2021 PPP loan was applied against relevant expenses in this report.
the first quarter of 2021, the results of operations by quarter in 2020 and 2021 are of limited comparability.

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ITEM 2. Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations

General Information

Noble Roman’s, Inc., an Indiana corporation incorporated in 1972, sells and services pizza-focused foodservice franchises and licenses and operates Company-owned foodservice locations for stand-alone restaurants and non-traditional foodservice operations under the trade namenames “Noble Roman’s Craft Pizza & Pub,” “Noble Roman’s Pizza,” “Noble Roman’s Take-N-Bake,” and “Tuscano’s Italian Style Subs”. It also currently operates one Company-owned non-traditional Noble Roman's Pizza and Tuscano’s Italian Style Subs location in a hospital and six Company-owned Craft Pizza & Pub restaurants with a seventh under construction and scheduled to open in late November 2020. The Company's concepts’ feature high quality fresh pizza, pasta and salads along with other related menu items, simple operating systems, fast service times, attractive food costs and overall affordability.

To facilitate growth, the Company began adding Company-owned Craft Pizza & Pub locations to its business plan in 2017 and has now begun franchising Craft Pizza & Pub on a limited basis to qualified multi-unit operators. The Company opened two Company-owned Craft Pizza & Pub locations in 2017, added two additional locations in 2018 and opened two thus far in 2020 with another one expected to open in November. The Company has plans for additional company-owned locations to open in 2021. The Company intends to use its Craft Pizza & Pub locations as a base to support the franchising and continued future growth of that concept. The first franchised Craft Pizza & Pub opened in May 2019 in Lafayette, Indiana and the second franchised Craft Pizza & Pub opened in November 2019 in Evansville, Indiana. The franchisee of the first franchised location has a second location under construction in Kokomo, Indiana with plans to open in mid-November 2020. In addition to growth in the Craft Pizza & Pub venue, since 1997 the Company had concentrated its efforts and resources primarily on franchising and licensing non-traditional locations and has awarded franchise and/or license agreements in all 50 states. The Company’s focus on franchising and licensing non-traditional locations is continuing and currently has several franchises sold but not yet opened, combined with an active base of qualified prospects for additional locations. However, the current pandemic has slowed the pace of that development.

RH Roanoke, Inc. operates a Company-owned non-traditional location in a hospital. Because of visitor and staff restrictions placed on the hospital due to COVID-19, sales are currently approximately 55% below historical levels. Noble Roman’s, Inc. owns and operates six Craft Pizza & Pub locations with another one scheduled to open in late November 2020 with plans to add more.
Subs.” References in this report to the “Company” and to "Noble Roman's" are to Noble Roman’s, Inc. and its two wholly-owned subsidiaries, Pizzaco, Inc. and RH Roanoke, Inc., unless the context indicatesrequires otherwise.
Pizzaco, Inc. currently does not own any locations and has no income or expense. RH Roanoke, Inc. operates a Company-owned non-traditional location.

The Company has been operating, franchising and licensing Noble Roman’s Pizza operations in a variety of stand-alone and non-traditional locations across the country since 1972. Its first Craft Pizza & Pub location opened in January 2017 as a Company-operated restaurant in a northern suburb of Indianapolis, Indiana. Since then, the Company opened a total of seven more Company-operated locations in 2017, 2018, 2020 and 2021, with two additional locations now under development. The Company-operated locations serve as the base for what it sees as the potential future growth driver franchising to experienced, multi-unit restaurant operators with a track record of success. In 2019, the Company executed an agreement with the first such operator, Indiana’s largest Dairy Queen franchisee with 19 franchised Dairy Queen locations. The franchisee opened the first franchised Craft Pizza &Pub location in May 2019 and another location in November 2020. In November 2019, another franchisee, with an operations background in McDonald’s, opened a Craft Pizza & Pub in Evansville, Indiana.

12

As discussed above under “Impact of COVID-19 Pandemic” the COVID-19 pandemic materially affected the Company’s business in the past year.

Noble Roman’s Craft Pizza & Pub

Noble Roman's Craft Pizza & Pub is intended to provide a fun, pleasant atmosphere serving pizza and other related menu items, all made to order using fresh ingredients in the view of the customers. In January 2017, Noble Roman’s opened its first Company-owned Craft Pizza & Pub restaurant in Westfield, Indiana, a prosperous and growing community on the northwest side of Indianapolis. Since that time five additional Craft Pizza & Pubs have been opened as Company-owned restaurants.

The Noble Roman’s Craft Pizza & Pub is designedutilizes many of the basic elements first introduced in 1972 but in a modern atmosphere with up-to-date systems and equipment to harken back tomaximize speed, enhance quality and perpetuate the Company’s early history when it was known simply as “Pizza Pub.” Like then,taste customers love 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. Currently the Company has transitioned to waiter/waitress service in the evening and on weekends to be able to better maintain social distancing in an effort to reduce the spread of COVID-19. expect from a Noble Roman’s.

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 withprovides for a selection of over 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. After extensive research and development,Company designed the system has been designed to enable fast cook times, with oven speeds running approximately 2.5 minutes for traditional piespizzas and 5.75 minutes for Sicilian pies.pizzas. Traditional pizza favorites such as pepperoni are options on the menu but also offered is a selection of Craft Pizza & Pub original creations like “She’s No Sour Grape” and "Pizza Margherita".specialty pizza creations.  The menu also features a selection of contemporary and fresh, made-to-order salads and fresh-cooked pasta.  In addition, theThe menu includesalso incorporates baked subs,sub sandwiches, hand-sauced wings and a selection of desserts, as well as Noble Roman’s famous Breadsticks with Spicy Cheese Sauce.

Sauce, which have been offered in its locations since 1972.

Additional enhancements include a glass enclosed “Dough Room” where Noble Roman’s Dough Masters hand-makehand make all pizza and breadstick dough from scratch in customer view. Also in the dining room, though currently not utilized during the pandemic, is a “Dust & Drizzle Station” where guests can customize their pizzas after they are baked with a variety of condiments and drizzles, such as rosemary-infused olive oil, honey and Italian spices.  Kids and adults enjoy Noble Roman’s self-serve root beer tap, which is also part of a special menu for customers 12 and younger. Throughout the dining room and the bar area there are a large number ofmany giant screen television monitors for sports and the nostalgic black and white shorts historically featured in Noble Roman’s earlier days.

Roman’s.

The Company designed its curbside service for carry-out customers, called “Pizza Valet Service,” to create added value and convenience.  With Pizza Valet Service, customers place orders ahead, drive into the restaurant’s reserved valet parking spaces and have their pizza run to their vehicle by specially uniformed pizza valets.  Customers who pay when they place their orders are able to drive up and leave with their order very quickly without stepping out of their vehicle.  For those who choose to pay after they arrive, pizza valets can take credit card payments on their mobile payment devices right at the customer's vehicle.  With the fast baking times, the entire experience, from order to pick-up can take as little as 12 minutes.

Noble Roman’s Pizza forFor Non-Traditional Locations

Noble Roman's franchised and licensed

In 1997, the Company started franchising non-traditional locations are designed to bring high-quality, pizza-focused foodservice into underlying establishments(a Noble Roman’s pizza operation within some other business or activity that have a captive audience or high customer counts associated with their business. Examples of these venues includehas existing traffic) such as entertainment facilities, hospitals, convenience stores hospitals, entertainment facilities, military bases, bowling centers and other similartypes of facilities. Noble Roman's for non-traditionalThese locations range in scope from relatively small operations focused on quick mealsutilize the two pizza styles the Company started with, along with its great tasting, high quality ingredients and impulse food purchases to elaborate, full-scale restaurant operations depending on the facility and the goals of the individual franchisee or licensee.

menu extensions.

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The hallmark of Noble Roman’s Pizza for non-traditional locations 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, which otherwise is a challenge in non-traditional locations.
Fresh packed, uncondensed and never pre-cooked sauce made with secret spices 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 are sliced and delivered fresh, never canned.
An extended product line that includes breadsticks and cheesy stix with dip, pasta, baked sandwiches, salads, wings and a line of breakfast products.
The fully-prepared crust also forms the basis for the Company's Take-N-Bake pizza for use as an add-on component for its non-traditional franchise base as well as an offering for its grocery store license venue.
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. The ongoing royalty for a Tuscano’s franchise is identical to that charged for a Noble Roman’s Pizza franchise.

·

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, which otherwise is a challenge in non-traditional locations.

·

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 are sliced and delivered fresh, never canned.

·

An extended product line that includes breadsticks and cheesy stix with dip, pasta, baked sandwiches, salads, wings and a line of breakfast products.

·

The fully-prepared crust also forms the basis for the Company’s Take-N-Bake pizza for use as an add-on component for its non-traditional franchise base as well as an offering for its grocery store license venue.

Business Strategy

The Company is focused on revenue expansion while continuing to minimize overhead and other costs.corporate-level overhead.  To accomplish this the Company will continue developing, owning and operating a core of Craft Pizza & Pub locations and develop what it believesfranchising to be a large growth opportunity by franchising with qualified multi-unit franchisees.  At the same time, the Company will continue to focus on franchising/licensing for non-traditional locations especiallyby franchising primarily to convenience stores and entertainment centers.

Business Operations
Distribution

The initial franchise fees are as follows:

 

 

Non-Traditional Except Hospitals

 

 

Non-Traditional

Hospitals

 

 

Traditional

Stand-Alone

 

Noble Roman’s Pizza or Craft Pizza & Pub

 

$7,500

 

 

$10,000

 

 

$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 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.

The Company’s proprietary ingredients are manufactured pursuant to the Company’s specifications, recipes or 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.

14

The Company utilizes distributors it has strategically identified across the United States. The distributor agreements require the 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.

Business Operations

Distribution

The Company’s proprietary ingredients are manufactured pursuant to the Company’s specifications, recipes or specifications 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 third-party distributors at prices negotiated between the Company and the manufacturer.

The Company has third-party distributors strategically located throughout the United States. The agreements require the 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 manufacturers at prices negotiated between the Company and the manufacturers, but under payment terms agreed upon by the manufacturers and the distributors, 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 various grocery store distributors located in 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
 
Non-Traditional, Except Hospitals
 
 
Hospitals
 
 
Craft Pizza
& Pub
 
Noble Roman’s Pizza
 $7,500 
 $10,000 
 $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 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.
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 or grocery store distributor, 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.

Financial Summary

The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results may differ from those estimates. The Company periodically evaluates the carrying value of its assets, including property, equipment and related costs, accounts receivable and deferred tax assets, 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 which affect the recovery of recorded value. If any impairment of an individual asset is evident, a charge will be provided to reduce the carrying value to its estimated fair value.

15

The following table sets forth the revenue, expense and margin contribution of the Company'sCompany’s Craft Pizza & Pub venue and the percent relationship to its revenue:

 
 
Three Months ended September 30,
 
 
Nine Months ended September 30,
 
Description
 
2019
 
 
2020
 
 
2019
 
 
2020
 
Revenue
 $1,221,843 
  100%
 $1,583,251 
  100%
 $3,693,922 
  100%
 $4,083,064 
  100%
Cost of sales
  261,922 
  21.4 
  356,683 
  22.5 
  777,646 
  21.1 
  871,312 
  21.3 
Salaries and wages
  361,138 
  29.6 
  416,490 
  26.3 
  1,106,815 
  29.9 
  771,795 
  18.9 
Facility cost including rent, common area and utilities
  216,268 
  17.7 
  269,369 
  17.0 
  625,968 
  16.9 
  657,725 
  16.1 
Packaging
  32,448 
  2.6 
  42,096 
  2.7 
  99,239 
  2.7 
  117,474 
  2.9 
All other operating expenses
  206,080 
  16.9 
  292,116 
  18.5 
  600,040 
  16.2 
  734,816 
  18.0 
Total expenses
  1,077,856 
  88.2 
  1,376,753 
  87.0 
  3,209,708 
  86.8 
  3,153,123 
  77.2 
Margin contribution
 $143,987 
  11.8%
 $206,498 
  13.0 
 $484,214 
  13.2%
 $929,941 
  22.8 

 

 

Three Months ended September 30,

 

 

Nine Months ended September 30, 

 

 

 

 2020

 

 

2021

 

 

 2020

 

 

 2021

 

Description

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$1,583,251

 

 

 

100%

 

$2,122,352

 

 

 

100%

 

$4,083,064

 

 

 

100%

 

$6,495,788

 

 

 

100%

Cost of sales

 

 

356,683

 

 

 

22.5

 

 

 

444,831

 

 

 

21.0

 

 

 

871,312

 

 

 

21.3

 

 

 

1,355,148

 

 

 

20.9

 

Salaries and wages

 

 

416,490

 

 

 

26.3

 

 

 

618,729

 

 

 

29.2

 

 

 

771,795

 

 

 

18.9

 

 

 

1,489,980

 

 

 

22.9

 

Facility cost including rent, common area and utilities

 

 

269,369

 

 

 

17.0

 

 

 

353,382

 

 

 

16.7

 

 

 

657,725

 

 

 

16.1

 

 

 

808,134

 

 

 

12.4

 

Packaging

 

 

42,096

 

 

 

2.7

 

 

 

69,792

 

 

 

3.3

 

 

 

117,474

 

 

 

2.9

 

 

 

184,191

 

 

 

2.8

 

Third-party delivery fees

 

 

71,036

 

 

 

4.5

 

 

 

97,998

 

 

 

4.6

 

 

 

179,367

 

 

 

4.4

 

 

 

284,215

 

 

 

4.4

 

All other operating expenses

 

 

221,080

 

 

 

14.0

 

 

 

308,989

 

 

 

14.6

 

 

 

555,449

 

 

 

13.6

 

 

 

936,690

 

 

 

14.4

 

Total expenses

 

 

1,376,753

 

 

 

87.0

 

 

 

1,893,721

 

 

 

89.4

 

 

 

3,153,122

 

 

 

77.2

 

 

 

5,058,358

 

 

 

77.8

 

Margin contribution

 

$206,498

 

 

 

13.0

 

$228,631

 

 

 

10.6

 

$929,942

 

 

 

22.8

%

 

$1,437,430

 

 

 

22.2%

Margin contribution from this venue for the nine-month period ended September 30, 20202021 was decreased $19,786$27,151 for non-cash expense related to the adoption of ASU 2016-02 accounting for leases which became effective after January 1, 2019 for publicly reporting companies.

The following table sets forth the revenue, expense and margin contribution of the Company'sCompany’s franchising venue and the percent relationship to its revenue:


 
 
Three Months ended September 30,
 
 
Nine Months ended September 30,
 
Description
 
2019
 
 
2020
 
 
2019
 
 
2020
 
Royalties and fees franchising
 $1,437,685 
  84.5%
 $1,063,864 
  84.9 
 $4,060,160 
  82.9%
 $3,256,796 
  85.5 
Royalties and fees grocery
  263,281 
  15.5 
  188,639 
  15.1 
  835,013 
  17.1 
  551,430 
  14.5 
Total royalties and fees
  1,700,966 
  100.0 
  1,252,503 
  100.0 
  4,895,173 
  100.0 
  3,808,226 
  100.0%
Salaries and wages
  180,707 
  10.6 
  205,127 
  16.4 
  552,122 
  11.3 
  420,322 
  11.1 
Trade show expense
  105,000 
  6.2 
  105,000 
  8.4 
  315,000 
  6.4 
  315,000 
  8.3 
Travel and auto
  27,951 
  1.6 
  21,720 
  1.7 
  82,630 
  1.7 
  69,975 
  1.8 
All other operating expenses
  195,370 
  11.5 
  150,548 
  12.0 
  598,803 
  12.2 
  435,081 
  11.4 
Total expenses
  509,028 
  29.9 
  482,395 
  38.5 
  1,548,555 
  31.6 
  1,240,379 
  32.6 
Margin contribution
 $1,192,037 
  70.1%
 $770,108 
  61.5%
 $3,346,618 
  68.4%
 $2,567,847 
  67.4%


 

 

Three Months ended September 30,

 

 

Nine Months ended September 30,

 

 

 

 2020

 

 

 2021

 

 

2020

 

 

2021

 

Description

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Royalties and fees franchising

 

$1,063,864

 

 

 

84.9

%

 

$1,019,883

 

 

 

86.6%

 

$3,256,796

 

 

 

85.5%

 

$2,955,974

 

 

 

86.1%

Royalties and fees grocery

 

 

188,639

 

 

 

15.1

 

 

 

157,893

 

 

 

13.4

 

 

 

551,430

 

 

 

14.5

 

 

 

475,021

 

 

 

13.9

 

Total royalties and fees

 

 

1,252,503

 

 

 

100.0

 

 

 

1,177,776

 

 

 

100.0

 

 

 

3,808,226

 

 

 

100.0

 

 

 

3,430,995

 

 

 

100.0

 

Salaries and wages

 

 

205,127

 

 

 

16.4

 

 

 

207,046

 

 

 

17.6

 

 

 

420,322

 

 

 

11.1

 

 

 

503,596

 

 

 

14.7

 

Trade show expense

 

 

105,000

 

 

 

8.4

 

 

 

105,000

 

 

 

8.9

 

 

 

315,000

 

 

 

8.3

 

 

 

294,000

 

 

 

8.6

 

Travel and auto

 

 

21,720

 

 

 

1.7

 

 

 

13,539

 

 

 

1.1

 

 

 

69,975

 

 

 

1.8

 

 

 

51,823

 

 

 

1.5

 

All other operating expenses

 

 

150,548

 

 

 

12.0

 

 

 

166,213

 

 

 

14.2

 

 

 

435,081

 

 

 

11.4

 

 

 

464,053

 

 

 

13.5

 

Total expenses

 

 

482,395

 

 

 

38.5

 

 

 

491,798

 

 

 

41.8

 

 

 

1,240,379

 

 

 

32.6

 

 

 

1,313,472

 

 

 

38.3

 

Margin contribution

 

$770,108

 

 

 

61.5%

 

$685,978

 

 

 

58.2%

 

$2,567,847

 

 

 

67.4%

 

$2,117,523

 

 

 

61.7%

The following table sets forth the revenue, expense and margin contribution of the Company-owned non-traditional venue and the percent relationship to its revenue:

 
 
Three Months ended September 30,
 
 
Nine Months ended September 30,
 
Description
 
2019
 
 
2020
 
 
2019
 
 
2020
 
Revenue
 $169,422 
  100%
 $92,255 
  100%
 $499,944 
  100%
 $365,372 
  100%
Total expenses
  157,652 
  93.1 
  108,935 
  109.8 
  464,470 
  92.9 
  338,161 
  92.6 
Margin contribution
 $11,770 
  6.9%
 $(9,679)
  (9.8)%
 $35,474 
  7.1%
 $27,211 
  7.4%

 

 

Three Months ended September 30,

 

 

Nine Months ended September 30,

 

 

 

2020

 

 

2021

 

 

2020

 

 

 2021

 

Description

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$99,255

 

 

 

100%

 

$120,316

 

 

 

100%

 

$365,372

 

 

 

100%

 

$353,617

 

 

 

100%

Total expenses

 

 

108,935

 

 

 

109.8

 

 

 

126,765

 

 

 

105.4

 

 

 

338,161

 

 

 

92.6

 

 

 

334,579

 

 

 

94.6

 

Margin contribution

 

$(9,679)

 

 

(9.8)%

 

$(6,449)

 

 

(5.4)%

 

$27,211

 

 

 

7.4%

 

$19,038

 

 

 

5.4%

16

Results of Operations

Company-Owned Craft Pizza & Pub

The revenue from this venue grew from $1.2$1.6 million to $1.6$2.1 million (a 29.5%34.0% increase from last year) and from $3.7$4.1 million to $4.1$6.5 million (a 10.5%59.1% increase from last year) for the respective three-month and nine-month periods ended September 30, 20202021 compared to the corresponding periods in 2019.2020.  Revenue was increased by opening an additional Craft Pizza & Pub restaurant onin March 25,2020, October 2020 and December 2020, but that increase was partially offset by the Governor of the State of Indiana issuing an order on March 16, 2020 in response to the COVID-19 pandemic closing all dining rooms for inside dining for an indefinite period of time but which allowed carry-out and delivery.  Most but not all, of the inside dining revenue that was lost from the closure of the dining rooms was made up through Pizza Valet service over time and outside delivery service.  The Governor has now modified his order to allow restaurants and bars to operate at 100% capacity, although the order originally contained distance restrictions which effectively require the restaurants to operate between 50% and 75% capacity depending on each location.

Cost of sales increaseddecreased from 21.4%22.5% to 22.5%21.0% and from 21.1%21.3% to 21.3%20.9%, respectively, for the three-month and nine-month periods ended September 30, 20202021 compared to the corresponding periods in 2019.2020.  This increasedecrease in cost was the result of a modest menu price increase taken at the end of July 2021 offset by fluctuating prices of various ingredients due to temporary shortages of different products as a result of the COVID-19 pandemic. The fluctuating prices were partially offset by more efficientpandemic and experienced staff.

the relative lower level of experience of hourly employees due to hiring from the recent labor shortage.

Salaries and wages decreasedincreased from 17.7%26.3% to 17.0%29.2% and from 16.9%18.9% to 16.1%22.9% for the respective three-month and nine-month periods ended September 30, 20202021 compared to the corresponding periods in 2019. One2020.  The primary reason for the increase was the shortage of hourly and salaried labor, an increase in the competitive price of labor, additional training expense due to recent hires resulting from the shortage of labor, and more overtime hours as a result of the reasons for the decrease in the nine-month period was the PPP grant which was used to reimburse the Company for payroll costs for retaining employees. For both periods, this improvement was also partially the resultshortage of improved efficiency as the restaurants matured and as the staff gained experience and was partially the result of all of the dining rooms being closed or restricted by order of the Governor on March 16, 2020. During the period of closure the restaurants increased use of Pizza Valet service for carry-out which decreased the labor requirements to a greater extent in percentage terms than the sales were reduced by the lack of dining room service.

Packaging cost increased from 2.6% to 2.7% and from 2.7% to 3.3% and decreased from 2.9% to 2.8% for the three-month and nine-month periods ended September 30, 20202021 compared the corresponding periods in 2019.2020. The increase in the three-month period was the result of higher packaging cost from the manufacturer which was offset in the nine-month period by more inside dining due to much higher percentagethe reopening of sales being carry-out through Pizza Valet and third-party delivery compared to total sales.

the dining rooms.

All other operating expenses increased from 16.9%35.5% to 18.5%35.9% and decreased from 16.2%34.1% to 18.0%31.2% for the three-month and nine-month periods ended September 30, 20202021 compared to the corresponding periods in 2019.2020. The primary reason for the increasedecrease was the result of increased operating supplies due tofacility costs decrease in the requirements imposed on the operations from the COVID-19 pandemic and government restrictions.

newer CPP locations combined with higher sales volume in those locations.

Gross margin contribution increaseddecreased from 11.8%13.0% to 13.0%10.6% and from 13.2%22.8% to 22.8%22.2% for the three-month and nine-month periods ended September 30, 2020, respectfully,2021, respectively, compared to the corresponding periods in 2019.2020. This increasedecrease was partiallyprimarily the result of the PPP grant offsettingincreased salaries and wages, and, to a lesser extent, reduction in otheras explained above, mostly offset by lower facility costs during the recent nine-month period and more efficient use of labor in both the three-month and nine-month periods.as explained above. Overall expenses for this venue decreasedincreased from 88.2%87.0% to 87.0%89.2% and from 86.8%77.2% to 77.2%77.9% for the three-month and nine-month periods respectfully,in 2021, respectively, compared to the corresponding periods in 2019.2020. Facility cost decreased from 17.7%17.0% to 17.0%16.7% and from 16.9%16.1% to 16.1%12.4% for the three-month and nine-month periods respectfully,in 2021, respectively, compared to the corresponding periods in 2019.2020. The facility costs as a percentage of sales decreased because of the higher sales volume and lower cost lease for the new restaurant which opened on March 25, 2020.


most recent openings.

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Franchising

Total revenue from this venue decreased tofrom $1.3 million to $1.2 million and $3.8 million to $3.4 million in the respective three-month and nine-month periods ended September 30, 2020 from $1.7 million and $4.9 million for2021 compared to the corresponding periods in 2019.2020. The decrease in revenue in this venue is directly tied to the effects of COVID-19 pandemic in restaurants across the country. Several of the non-traditional locations were temporarily closed as part of the pandemic and the government response. It is still unknown whether allhow many of those locations will be able to reopen in the future.

The decreases in fees from franchising were the result of the pandemic which caused several of the locations to be closed during the second quarter.temporarily closed.  The decreases in grocery store take-n-bake were a result of the Company’s focus away from grocery stores for take-n-bake to franchising because of the strong economic conditions prior to the COVID-19 pandemic and due to the pandemic creating rushrushes on grocery stores with minimal staff which did not have sufficient resources to maintain the assembly of pizzas for take-n-bake during the crisis.

Salaries and wages tradeincreased from 16.4% to 17.6% and from 11.1% to 14.7% in the three-months and nine-months ended September 30, 2021 compared to the corresponding periods in 2020. The reason for this increase was the revenue decline as discussed in the paragraph above.

Trade show expense, insurance and other operating costs increased from $277,000 to $285,000 for the three-month period ended September 30, 2021 and decreased from $509,000$820,000 to $482,000 and from $1.5 million$810,000 for the nine-month period ended September 30, 2021 compared to $1.2 million.the corresponding periods in 2020. However because of the decrease in total revenue from this venue as a result of the COVID-19 pandemic, the total cost as a percentage of revenue increased from 29.9%38.5% to 38.5%41.8% and from 31.6%32.6% to 32.6%38.3% for the three-month and nine-month periods ended September 30, 2020,2021, respectively, compared to the corresponding periods in 2019.

2020.

Gross margin, as described in the paragraph above, decreased from 70.1%61.5% to 61.5%58.2% and from 68.4%67.4% to 67.4%61.7% for the three-month and nine-month periods ended September 30, 2020,2021, respectively, compared to the corresponding periods in 2019.2020. As described above, the margins are lower primarily because of the decreased revenue resulting from temporary closures and reduced traffic directly resulting from the pandemic.


Company-Owned Non-Traditional Locations

Location

Gross revenue from this single-unit venue increased from $99,000 to $120,000 and decreased from $169,000$365,000 to $92,000 and from $500,000 to $365,000$354,000 for the respective three-month and nine-month periods ended September 30, 20202021 compared to the corresponding periods in 2019.2020. This venue consists of one location in a hospital. Access to the hospital has been severely limited and travel within sections of the hospital are prohibited because of the potential spread of COVID-19. The revenue increased in the three-month period ended September 30, 2021 as a result of the hospital easing restrictions somewhat on the movement of people within the hospital. The Company does not intend to operate any more Company-owned non-traditional locations except the one location that it is currently operating.

Total expenses increased from $109,000 to $127,000 and decreased from $158,000$338,000 to $109,000 and from $464,000 to $338,000$336,000 for the three-month and nine-month periods ended September 30, 20202021 compared to the corresponding periods in 2019. The primary reason for these decreases was restrictions as discussed in the preceding paragraph on hospitals resulting from the COVID-19 pandemic.

The Company
2020.

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Depreciation and amortization increased from $67,000$98,000 to $98,000$142,000 and increased from $237,000$263,000 to $263,000$449,000 for three-month and nine-month periods ended September 30, 20202021 compared to the corresponding periods in 2019.2020. Depreciation increased due toas a result of the opening of the sixth Company-Owned Craft Pizza & Pub locationadditional locations in March 2020, October 2020 and December 2020.

General and administrative expenses increased from $433,000$460,000 to $460,000$506,000 and from $1.25 million to $1.29 million for the three-month periodand nine-month periods ended September 30, 20202021 compared to the corresponding periodperiods in 20192020. The increase in general and remained constant at $1.3 millionadministrative expense was the result of the expanded Craft Pizza & Pub operation, as described above, in addition to preparing for the nine-month period ended September 30, 2020 comparedadditional openings later this year.

Interest expense increased from $328,000 to the corresponding period in 2019.

Operating income$343,000 and decreased from $835,000 to $411,000 and from $2.4$1.6 million to $2.0$1.0 million for the respective three-month and nine-month periods ended September 30, 20202021 compared to the corresponding periods in 2019. This decrease was the result of lower sales volume in the non-traditional venue primarily due to temporary closures required by several states in response to the spread of COVID-19.
Interest expense increased from $220,000 to $328,000 and from $567,000 to $1.6 million for the respective three-month and nine-month periods ended September 30, 2020 compared to the corresponding periods in 2019.2020. The primary reason for the increasesincrease in the three-month period was athe PIK interest being accrued added to the principal amount of the Corbel loan outstanding. The reason for the decrease in the nine-month period was the result of the financing that occurred in February 2020 resulting in non-cash write-offs of the unamortized original loan cost for both First Financial Bank and the private placement subordinated debt, which in the aggregate was $658,000 and in addition,partially offset by the non-cash PIK interest expense of $62,000$64,000 in the three-month period ended September 30, 20202021 and $159,000$189,000 for the nine-month period ended September 30, 2020.2021. This non-cash expense to obtain the new financing was necessary in order to reduce cash outlays for principal repayments, provide liquidity and to provide growth capital for more Craft Pizza & Pub locations.

Net income (loss) before income tax decreased from $615,000$83,000 to $83,000$(79,000) and increased from $1.8 million$442,000 to $442,000$833,000 for the respective three-month and nine-month periods ended September 30, 20202021 compared to the corresponding periods in 2019.2020.  The decrease in net income (loss) before income tax for the three-month period was the direct result of the COVID-19 pandemic resulting in a number of temporarily closed franchises in the non-traditional venue, the shortage of labor and restrictions on dining rooms in Craft Pizza & Pub,higher labor costs and higher product cost, combined with higher operating costs to comply with regulatory requirements intended to aid inrestrict the spread of COVID-19.

Due to  The increase in the factors discussed above, net income decreased from $468,000 to $83,000 and decreased from $1.4 million to $524,000 for the respective three-month and nine-month periods ended September 30, 2020 compared to the corresponding periods in 2019. period was a result of opening additional CPP locations.

Income tax expensefor all periods was not significant inmaterial since the second quarter as the benefit from the reimbursementpartial reimbursements of certain expenses in both years by the two PPP loans/grants is non-taxable as designated in the CARES Act.

non-taxable.

Liquidity and Capital Resources

The Company’s strategy is to grow its business by concentrating on franchising/licensing non-traditional locations, franchising its updated stand-alone concept, Craft Pizza & Pub, and operating a limited number of Company-owned Craft Pizza & Pub restaurants. The Company added new Company-operated Craft Pizza & Pub locations in January and November of 2017, January and June of 2018, March, October and December of 2020, and October of 2020 with another location planned for November 2020.

2021. The Company intends to open one or two more Company-owned Craft Pizza & Pub locations in 2021.

During 2018, the Company invested resources (approximately $300,000) to commence franchising of the Craft Pizza & Pub franchise. As of September 30, 2020,2021, the Company had twothree Craft Pizza & Pub locations under franchise agreements which were open and one of those franchisees is exploring other locations for an additional franchise location under development and expected to open in early November 2020.


location.

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The Company is operating one non-traditional location in a hospital and has no plans for operating any additional non-traditional locations.

The Company’s current ratio was 4.5-to-14.6-to-1 as of September 30, 20202021 compared to 1.5-to-12.6-to-1 as of December 31, 2019.2020. The current ratio was improved significantly with the new financingPPP grant in February 2020 and operations through September 30, 2020.

2021.

In January 2017, the Company completed the offeringprivate placement of $2.4 million principal amount of convertible, subordinated and unsecured promissory notes (the “Notes”)the Notes convertible to common stock at $0.50 per share and warrants (the “Warrants”)Warrants to purchase up to 2.4 million shares of the Company’s common stock at an exercise price of $1.00 per share, subject to adjustment. In 2018, $400,000 principal amount of Notes was converted into 800,000 shares of the Company’s common stock, in January 2019 another Note in the principal amount of $50,000 was converted into 100,000 shares of the Company’s common stock, and in August 2019 another Note in the principal amount of $50,000 was converted into 100,000 shares of the Company’s common stock, leaving principal amounts of Notes of $1.9 million outstanding as of December 31, 2019. Holders of Notes in the principal amount of $775,000 extended their maturity date to January 31, 2023. In February 2020, $1,275,000 principal amount of the Notes were repaid in conjunction with a new financing leaving a principal balance of $625,000 of subordinated convertible notes outstanding due January 31, 2023. These Notes bear interest at 10% per annum paid quarterly and are convertible to common stock any time prior to maturity at the option of the holder at $0.50 per share. The remaining Warrants to purchase 1,775,000775,000 shares of common stock at $1.00were re-priced to $0.57 per share expired late in 2019.

In September 2017,as a result of the Company entered into a loan agreement (the “Bank Agreement”) with First Financial Bank (the “Bank”). The Bank Agreement provided for a senior credit facility (the “Credit Facility”) from the Bank consisting of: (1) a term loan in the amount of $4.5 million (the “Term Loan”); and (2) a development line of credit of up to $1.6 million (the “Development Line of Credit”) for the opening of three Craft Pizza & Pub restaurants. Borrowings under the Credit Facility bore interest at a variable annual rate up to the London Interbank Offer Rate (“LIBOR”) plus 7.25%. All outstanding amounts owed under the Bank Agreement were due to mature in September 2022, however these amounts were all paid in full from the $8.0 million new financing completed in February 2020.

On February 7, 2020, the Company entered into the Agreement, with Corbel Capital Partners SBIC, L.P. (the “Purchaser”) pursuant to which the Company issued to the Purchaserpurchaser the Senior Note in the initial principal amount of $8.0 million. The Company has used or will use the net proceeds of the Agreement as follows: (i) $4.2 million was used to repay the Company’s then-existing bank debt which were in the original amount of $6.1 million; (ii) $1,275,000 was used to repay the portion of the Company’s existing subordinated convertible debt the maturity date of which most had not previously been extended,extended; (iii) debt issuance costs; and (iv) the remaining net proceeds will be used for working capital or other general corporate purposes, including development of new Company-owned Craft Pizza & Pub locations.

The Senior Note bears cash interest of LIBOR, as defined in the Agreement, plus 7.75%. In addition, the Senior Note requires PIK Interest of 3% per annum, which will beis being added to the principal amount of the Senior Note. Interest is payable in arrears on the last calendar day of each month. The Senior Note matures on February 7, 2025. The Senior Note does not require any fixed principal payments until February 28, 2023, at which time required monthly payments of principal in the amount of $33,333 begin and continue until maturity. The Senior Note requires the Company to make additional payments on the principal balance of the Senior Note based on its consolidated excess cash flow, as defined in the Agreement.

On April 25, 2020, the Company received a loan of $715,000 under the PPP. It is probableIn accordance with the applicable accounting policy adopted, the Company accounted for the loan as a government grant and presented it in the Condensed Consolidated Statement of Operations as a reduction of certain qualifying expenses incurred during the three-month period ended June 30, 2020. On February 19, 2021, the Company received formal notice from the SBA that the entire $715,000 loan was forgiven in accordance with the provisions of the CARES ACT which the Company had already treated as a grant because forgiveness was probable.

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On February 5, 2021, the Company received an additional loan of $940,734 under the PPP. The Company used the proceeds of this loan for qualifying expenses under the CARES ACT. The Company anticipates this loan will also be forgiven and, therefore, the Company has accounted for it as a government grant. The funds, according toIn accordance with the provision in the CARES Act,Company’s accounting policies, those proceeds were used for payroll costs including payroll benefits and other minor costs allowed byto offset certain expenses during the act. The Company filed its application for forgiveness of the full amount of the loan.

quarter ended March 31, 2021.

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. 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, operating Craft Pizza & Pub locations to open additional Company-owned Craft Pizza & Pub restaurants and pursuing an aggressivea franchising program for Craft Pizza & Pub restaurants.

The Company does not anticipate that any of the recently issued pronouncements relating to the Statement of Financial Accounting Standards will have a material impact on its Consolidated Statement of Operations or its Consolidated Balance Sheet.


Forward-Looking Statements

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 the effects of the COVID-19 pandemic, the availability and cost of hourly and management labor to adequately staff Company-operated and franchise operations, competitive factors and pricing pressures, accelerating inflation and the cost of labor, food items and supplies, non-renewal of franchise agreements, shifts in market demand, the success of new franchise programs, including the 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 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 " contained in the annual reportCompany’s Annual Report on Form 10-K.10-K for the year ended December 31, 2020. 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 3. Quantitative and Qualitative Disclosures about Market Risk

The Company’s exposure to interest rate risk relates primarily to its variable-rate debt. As of September 30, 2020,2021, the Company had outstanding variable interest-bearing debt in the aggregate principal amount of $8.2$8.4 million. The Company’s current borrowings are at a variable rate tied to LIBOR plus 7.75% 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 $82,000$87,000 over the succeeding 12-month period.

ITEM 4. Controls and Procedures

Based on their evaluation as of the end of the period covered by this report, A. Scott Mobley, the Company’s President and Chief Executive Officer, and Paul W. Mobley, the Company’s Executive Chairman and Chief Financial Officer, have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) are effective. 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.

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PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings.

The Company is not involved in any material litigation against it.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.



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ITEM 6. Exhibits.

Index to Exhibits

Exhibit Number
Description

3.1

Exhibit

Number

Description

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

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.

3.7

Articles of Amendment of the Articles of Incorporation of the Registrant effective February 7, 2017, filed as Exhibit 3.7 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 33-217442) filed April 25, 2017, is incorporated herein by reference.

4.1

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.

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4.3

Form of Senior Secured Promissory Note issued by Registrant to Corbel Capital Partners SBIC, L.P. dated February 7, 2020, filed as Exhibit 4.3 to Registrant’s annual report on Form 10-K for the year ended December 31, 2019, is incorporated herein by reference.

4.4

Form of Warrant issued to Corbel Capital Partners SBIC, L.P. dated February 7, 2020, filed as Exhibit 4.4 to Registrant’s annual report on Form 10-K for the year ended December 31, 2019, is incorporated herein by reference.

4.5

Form of Promissory Note under the Paycheck Protection Payment loan issued by Registrant Huntington National Bank dated April 17, 2020, filed as Exhibit 4.5 to Registrant’s quarterly report on Form 10-Q for the period ended March 31, 2020,filed herewith.

4.6

Promissory Note under the Paycheck Protection Program loan issued by Noble Roman’s, Inc. to Huntington National Bank dated February 5, 2021 filed as Exhibit 10.1 to Registrant’s current report on Form 8-K filed February 8, 2021 is incorporated herein by reference.

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

Loan Agreement dated as of September 13, 2017 by and between the Registrant and First Financial, filed as Exhibit 10.1 to the Registrant'sRegistrant’s Form 8-K filed September 19, 2017, is incorporated herein by reference.

10.4

Term note dated September 13, 2017 to First Financial Bank filed as Exhibit 10.4 to the Registrant'sRegistrant’s Form 10-Q filed November 14, 2017, is incorporated herein by referencereference.

10.5

Development line note dated September 13, 2017 to First Financial Bank filed as Exhibit 10.5 to the Registrant'sRegistrant’s Form 10-Q filed November 14, 2017, is incorporated herein by reference.

10.6

Agreement dated April 8, 2015, by and among the Registrant 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.


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10.7

Form of 10% Convertible Subordinated Unsecured note filed as Exhibit 10.16 to the Registrant'sRegistrant’s Form 10-K filed on March 27, 2017, is incorporated herein by reference.

10.8

Form of Redeemable Common Stock Purchase Class A Warrant filed as Exhibit 10.21 to the Registrant'sRegistrant’s Registration Statement on Form S-1 (SEC File No. 33-217442) on April 25, 2017, is incorporated herein by reference.

10.9

Registration Rights Agreement dated October 13, 2016, by and among the Registrant and the investors signatory thereto, filed as Exhibit 10.22 to the Registrant'sRegistrant’s Registration Statement on Form S-1 (SEC File No. 33-217442) on April 25, 2017, is incorporated herein by reference.

10.10

First Amendment to the Registration Rights Agreement dated February 13, 2017, by and among the Registrant and the investors signatory thereto, filed as Exhibit 10.23 to the Registrant'sRegistrant’s Registration Statement on Form S-1 (SEC File No. 33-217442) on April 25, 2017, is incorporated herein by reference.

10.11

10.11

Senior Secured Note and Warrant Purchase Agreement dated February 7, 2020 by and between the Registrant and Corbel Capital Partners SBIC, L.P., filed as Exhibit 10.11 to Registrant’s annual report on Form 10-K for the year ended December 31, 2019, is incorporated herein by reference.

21.1

21.1

Subsidiaries of the Registrant filed in 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.

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 18 U.S.C. Section 1350

32.2

C.F.O. Certification under 18 U.S.C. Section 1350

101

101

Interactive Financial Data

*Management contract or compensation plan.


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

NOBLE ROMAN'S,ROMAN’S, INC.

    
Date: November __, 2020
2021
By:
/s/

Paul W. Mobley, Executive Chairman,

Chief Financial Officer and Principal

Accounting Officer (Authorized Officer and

 
  Paul W. Mobley Principal Financial Officer)

 
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Executive Chairman,Chief Financial Officer and PrincipalAccounting Officer (Authorized Officer and Principal Financial Officer)
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