Noble Romans (NROM) 10-Q/A 3 Nov 16 2016 Q2 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2016	Aug. 01, 2016
Document And Entity Information
Entity Registrant Name	NOBLE ROMANS INC
Entity Central Index Key	709,005
Document Type	10-Q/A
Document Period End Date	Jun. 30, 2016
Amendment Flag	true
Amendment Description	This Amendment No. 2 to Form 10-Q (this "Amendment") amends the quarterly report on Form 10-Q for the quarter ended June 30, 2016 originally filed on August 11, 2016 (the "Original Filing") by Noble Roman's, Inc. (the "Company") and the Amendment No. 1 (the "Amended Filing") on November 2, 2016. The Company is filing this Amendment to correct certain typographical errors in the Amdended Filing. Except as described above, no other changes have been made to the Amended Filing. The Original Filing continues to speak as of the date of the Original Filing, the Company has not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing.
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		20,783,032
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,016

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Current assets:
Cash	$ 625,522	$ 194,021
Accounts receivable - net	2,222,841	2,007,751
Inventories	640,150	492,222
Prepaid expenses	831,155	634,016
Deferred tax asset - current portion	925,000	925,000
Total current assets	5,244,668	4,253,010
Property and equipment:
Equipment	1,825,392	1,376,190
Leasehold improvements	88,718	88,718
Total	1,914,110	1,464,908
Less accumulated depreciation and amortization	1,124,832	1,092,785
Net property and equipment	789,278	372,123
Deferred tax asset (net of current portion)	7,994,699	8,158,523
Other assets including long-term portion of receivables-net	5,911,600	5,681,272
Total assets	19,940,245	18,464,928
Current liabilities:
Current portion of long-term note payable to bank	1,694,316	601,081
Current portion of loan payable to Super G Funding, LLC	950,000	0
Accounts payable and accrued expenses	200,423	847,418
Total current liabilities	2,844,739	1,448,499
Long-term obligations:
Term loans payable to bank – net of current portion	0	1,366,454
Loan payable to Super G Funding, LLC (net of current portion)	923,918	0
Notes payable to officers	310,000	175,000
Note payable to Kingsway America, Inc.	600,000	600,000
Total long-term liabilities	1,833,918	2,141,454
Stockholders' equity:
Common stock – no par value (25,000,000 shares authorized, 20,775,921 issued and outstanding as of December 31, 2015 and 20,783,032 issued and outstanding as of June 30, 2016)	24,299,420	24,294,002
Accumulated deficit	(9,037,832)	(9,419,027)
Total stockholders' equity	15,261,588	14,874,975
Total liabilities and stockholders' equity	$ 19,940,245	$ 18,464,928

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2016	Dec. 31, 2015
Stockholders' equity:
Common stock, par value	$ 0	$ 0
Common stock, authorized shares	25,000,000	25,000,000
Common stock, issued shares	20,783,032	20,775,921
Common stock, outstanding shares	20,783,032	20,775,921

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Income Statement [Abstract]
Royalties and fees	$ 1,874,235	$ 2,026,510	$ 3,590,546	$ 3,799,082
Administrative fees and other	10,635	14,885	21,709	26,633
Restaurant revenue	55,554	54,390	107,047	97,076
Total revenue	1,940,424	2,095,785	3,719,302	3,922,791
Operating expenses:
Salaries and wages	232,601	292,357	483,909	571,874
Trade show expense	130,441	136,470	258,877	262,585
Travel expense	34,407	58,407	95,674	114,553
Broker commissions	21,821	0	21,821	0
Other operating expenses	179,971	193,964	375,284	401,590
Restaurant expenses	44,173	49,665	89,905	101,435
Depreciation and amortization	31,675	26,354	61,087	52,708
General and administrative	384,666	407,669	790,475	809,827
Total expenses	1,059,755	1,164,886	2,177,032	2,314,572
Operating income	880,669	930,899	1,542,270	1,608,219
Interest	82,735	42,193	137,941	88,229
Loss on restaurant discontinued	0	47,331	36,776	93,672
Adjust evaluation of receivables	750,659	600,000	750,659	600,000
Income before income taxes	47,275	241,375	616,894	826,318
Income tax expense	15,877	106,154	235,699	343,647
Net income	$ 431,398	$ 135,221	$ 381,195	$ 482,671
Earnings per share - basic:
Operating income	$ 0.04	$ 0.05	$ 0.07	$ 0.08
Net income	$ 0	$ .01	$ 0.02	$ .02
Weighted average number of common shares outstanding	20,783,032	20,483,091	20,780,727	20,291,653
Diluted earnings per share:
Operating income	$ 0.04	$ 0.04	$ 0.07	$ 0.07
Net income	$ 0	$ 0.01	$ 0.02	$ 0.02
Weighted average number of common shares outstanding	20,974,419	21,844,981	20,972,114	21,653,543

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - 6 months ended Jun. 30, 2016 - USD ($)	Common Stock	Accumulated Deficit	Total
Beginning Balance, Amount at Dec. 31, 2015	$ 24,924,002	$ (9,419,027)	$ 14,874,975
Beginning Balance, Shares at Dec. 31, 2015	20,775,921
Net income		381,195	381,195
Cashless exercise of employee stock options	7,111
Amortization of value of employee stock options	$ 5,418		5,418
Ending Balance, Amount at Jun. 30, 2016	$ 24,299,420	$ (9,037,832)	$ 15,261,588
Ending Balance, Shares at Jun. 30, 2016	20,783,032

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
OPERATING ACTIVITIES
Net income	$ 381,195	$ 482,671
Adjustments to reconcile net income to net cash provided (used) by operating activities:
Depreciation and amortization	37,466	68,365
Deferred income taxes	163,824	343,647
(Increase) Decrease in:
Accounts receivable	(215,090)	(75,764)
Inventories	(147,928)	(763)
Prepaid expenses	(197,139)	(191,881)
Other assets	(674,176)	(276,655)
Increase in:
Accounts payable and accrued expenses	(588,392)	453,880
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES	(1,240,240)	803,500
INVESTING ACTIVITIES
Purchase of property and equipment	(5,354)	(7,757)
NET CASH USED IN INVESTING ACTIVITIES	(5,354)	(7,757)
FINANCING ACTIVITIES
Payment of principal on bank term loans	(273,219)	(744,236)
Proceeds from loan	135,000	0
Payment of principal on Super G Funding, LLC loan	(29,000)	0
Proceeds from the exercise of employee stock options	0	171,867
Proceeds from Super G Funding, LLC	1,902,917	0
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES	1,735,698	(572,369)
DISCONTINUED OPERATIONS
Payment of obligations from discontinued operations	(58,603)	(143,026)
Increase in cash	431,501	80,348
Cash at beginning of period	194,021	200,349
Cash at end of period	625,522	280,697
Supplemental schedule of investing and financing activities
Cash paid for interest	$ 129,013	$ 74,376

1. Basis of Presentation

1. Basis of Presentation	6 Months Ended
	Jun. 30, 2016
Notes to Financial Statements
1. Basis of Presentation	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, 2015 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. 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 six-month periods ended June 30, 2016, respectively, are not necessarily indicative of the results to be expected for the full year ending December 31, 2016.

2. Royalties and Fees

2. Royalties and Fees	6 Months Ended
	Jun. 30, 2016
Notes to Financial Statements
2. Royalties and Fees	Royalties and fees include initial franchise fees of $29,000 and $66,000 for the three-month and six-month periods ended June 30, 2015, and $77,000 and $129,000 for the three-month and six-month periods ended June 30, 2016, respectively. Royalties and fees included equipment commissions of $8,000 and $37,000 for the three-month and six-month periods ended June 30, 2015, and $6,000 and $10,000 for the three-month and six-month periods ended June 30, 2016, respectively. Royalties and fees including interest per franchise agreements, less initial franchise fees and equipment commissions, were $2.0 million and $3.7 million for the respective three-month and six-month periods ended June 30, 2015, and $1.8 million and $3.5 million for the respective three-month and six-month periods ended June 30, 2016. 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. Generally, the Company’s royalty income is paid by the Company initiating a draft on the franchisee’s account by electronic withdrawal. There were 2,562 franchises/licenses in operation on December 31, 2015 and 2,678 franchises/licenses in operation on June 30, 2016. During the six-month period ended June 30, 2016, there were 137 new outlets opened and 21 outlets closed. In the ordinary course, grocery stores from time to time add our licensed products, remove them and may subsequently re-offer them. Therefore, it is unknown how many licensed grocery store units included in the count above have left the system.

3. Earnings per Share

3. Earnings per Share	6 Months Ended
	Jun. 30, 2016
Notes to Financial Statements
3. Earnings per Share	The following table sets forth the calculation of basic and diluted earnings per share for the three-month and six-month periods ended June 30, 2015: Three Months Ended June 30, 2015 Income (Numerator) Shares (Denominator) Per-Share Amount Net income $ 135,221 20,483,091 $ .01 Effect of dilutive securities Options - 1,361,890 Diluted earnings per share Net income $ 135,221 21,844,981 $ .01 Six Months Ended June 30, 2015 Income (Numerator) Shares (Denominator) Per-Share Amount Net income $ 482,671 20,291,653 $ .02 Effect of dilutive securities Options - 1,361,890 Diluted earnings per share Net income $ 482,671 21,653,543 $ .02 The following table sets forth the calculation of basic and diluted earnings per share for the three-month and six-month periods ended June 31, 2016: Three Months Ended March 31, 2016 Income (Numerator) Shares (Denominator) Per-Share Amount Net income $ 31,398 20,783,032 $ .00 Effect of dilutive securities Options - 191,387 - Diluted earnings per share Net income per share with assumed conversions $ 31,398 20,974,419 $ .00 Six Months Ended June 30, 2016 Income (Numerator) Shares (Denominator) Per-Share Amount Net income $ 381,195 20,780,727 $ .02 Effect of dilutive securities Options - 191,387 Diluted earnings per share Net income $ 381,195 20,972,114 $ .02

4. Discontinued Operations

4. Discontinued Operations	6 Months Ended
	Jun. 30, 2016
Discontinued Operations and Disposal Groups [Abstract]
4. Discontinued Operations	- At the end of December 2015, the Company determined to close a restaurant that had previously been used for demonstration and training purposes. This restaurant was a part of the discontinued operations in 2008, but the Company decided to continue operating this location until the lease expired. Since the restaurant was closed, the related revenue and expense were taken out of the 2015,operating income at the end of the year for the full year and the net expense shown as a loss on restaurant closed separate from the ongoing operations. The results for the three-month and six-month periods ended June 30, 2015 have been reclassified to remove those operations from ongoing operations consistent with the full year 2015 for comparison purposes to the three-month and six-month periods ended June 30, 2016.

5. Note Payable

5. Note Payable	6 Months Ended
	Jun. 30, 2016
Debt Disclosure [Abstract]
5. Note Payable	In June 2016, the Company borrowed $2.0 million from Super G Funding, LLC ("Super G") and used those funds: (1) to repay the $500,000 revolving loan with the Bank, (2) for working capital purposes, and (3) to provide for construction of two new prototype locations to be used as a basis for additional franchising. This loan is to be repaid in the total amount of $2.7 million in regular bi-monthly payments over a two year period.

6. Subsequent Events

6. Subsequent Events	6 Months Ended
	Jun. 30, 2016
Subsequent Events [Abstract]
6. Subsequent Events	The Company evaluated subsequent events through the date the financial statements were issued and filed with SEC. There were no subsequent events that required recognition or disclosure beyond what is disclosed in this report.

3. Earnings per Share (Tables)

3. Earnings per Share (Tables)	6 Months Ended
	Jun. 30, 2016
Earnings Per Share Tables
Earnings Per Share	Three Months Ended June 30, 2015 Income (Numerator) Shares (Denominator) Per-Share Amount Net income $ 135,221 20,483,091 $ .01 Effect of dilutive securities Options - 1,361,890 Diluted earnings per share Net income $ 135,221 21,844,981 $ .01 Six Months Ended June 30, 2015 Income (Numerator) Shares (Denominator) Per-Share Amount Net income $ 482,671 20,291,653 $ .02 Effect of dilutive securities Options - 1,361,890 Diluted earnings per share Net income $ 482,671 21,653,543 $ .02 The following table sets forth the calculation of basic and diluted earnings per share for the three-month and six-month periods ended June 31, 2016: Three Months Ended March 31, 2016 Income (Numerator) Shares (Denominator) Per-Share Amount Net income $ 31,398 20,783,032 $ .00 Effect of dilutive securities Options - 191,387 - Diluted earnings per share Net income per share with assumed conversions $ 31,398 20,974,419 $ .00 Six Months Ended June 30, 2016 Income (Numerator) Shares (Denominator) Per-Share Amount Net income $ 381,195 20,780,727 $ .02 Effect of dilutive securities Options - 191,387 Diluted earnings per share Net income $ 381,195 20,972,114 $ .02

2. Royalties and Fees (Details

2. Royalties and Fees (Details Narrative)	3 Months Ended		6 Months Ended
	Jun. 30, 2016USD ($)Integer	Jun. 30, 2015USD ($)	Jun. 30, 2016USD ($)Integer	Jun. 30, 2015USD ($)	Dec. 31, 2015Integer
Royalties and Fees | $	$ 1,800,000	$ 2,000,000	$ 3,500,000	$ 3,700,000
Number of Franchisee | Integer	2,678		2,678		2,562
Outlets opened | Integer			137
Outlets closed | Integer			21
Initial Franchisee Fees
Royalties and Fees | $	$ 77,000	29,000	$ 129,000	66,000
Equipment Commission
Royalties and Fees | $	$ 6,000	$ 8,000	$ 10,000	$ 37,000

3. Earnings Per Share (Details)

3. Earnings Per Share (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Income (Numerator)
Net income	$ 431,398	$ 135,221	$ 381,195	$ 482,671
Shares (Denominator)
Shares, basic	20,783,032	20,483,091	20,780,727	20,291,653
Dilutive earnings per share: Income available to common stockholders and assumed conversions	20,974,419	21,844,981	20,972,114	21,653,543
Per-Share (Amount)
Earnings per share	$ 0	$ .01	$ 0.02	$ .02
Diluted earnings per share Income available to common stockholders and assumed conversions	$ 0	$ 0.01	$ 0.02	$ 0.02