Noble Romans (NROM) 10-Q 12 Jun 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2024	Jun. 07, 2024
Cover [Abstract]
Entity Registrant Name	NOBLE ROMAN’S, INC.
Entity Central Index Key	0000709005
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Mar. 31, 2024
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Entity Common Stock Shares Outstanding		22,215,512
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	0-11104
Entity Incorporation State Country Code	IN
Entity Tax Identification Number	35-1281154
Entity Address Address Line 1	6612 E
Entity Address Address Line 2	75th Street
Entity Address Address Line 3	Suite 450
Entity Address City Or Town	Indianapolis
Entity Address State Or Province	IN
Entity Address Postal Zip Code	46250
City Area Code	317
Local Phone Number	634-3377
Entity Interactive Data Current	Yes

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash	$ 1,165,078	$ 872,335
Employee Retention Tax Credit Receivable	507,726	507,726
Accounts receivable - net	720,303	1,169,446
Inventories	999,555	965,819
Prepaid expenses	280,710	318,195
Total current assets	3,673,372	3,833,521
Property and equipment:
Equipment	4,399,613	4,386,430
Leasehold improvements	3,136,079	3,130,430
Property and equipment gross	7,535,692	7,516,860
Less accumulated depreciation and amortization	3,293,259	3,196,993
Net property and equipment	4,242,433	4,319,867
Deferred tax asset	3,374,841	3,374,841
Deferred contract cost	1,407,286	1,403,299
Goodwill	278,466	278,466
Operating lease right of use assets	4,741,552	4,930,014
Other assets including long-term portion of receivables-net	288,534	339,817
Total assets	18,006,484	18,479,825
Current liabilities:
Accounts payable and accrued expenses	1,089,045	1,284,210
Current portion of operating lease liability	817,386	799,165
Corbel loan payable	7,028,519	1,000,000
Subordinated notes payable	575,000	0
Warrant liability	665,150	540,650
Total current liabilities	10,175,100	3,624,025
Long-term obligations:
Term loan payable to Corbel net of current portion	0	6,133,691
Convertible notes payable	0	575,000
Operating lease liabilities - net of short-term portion	4,167,011	4,378,927
Deferred contract income	1,556,976	1,577,299
Total long-term liabilities	5,723,987	12,664,917
Total liabilities	15,899,087	16,288,942
Stockholders' equity:
Common stock - no par value (40,000,000 shares authorized, 22,215,512 issued and outstanding as of December 31, 2023 and as of March 31, 2024)	24,843,117	24,840,126
Accumulated deficit	(22,735,720)	(22,649,243)
Total stockholders' equity	2,107,397	2,190,883
Total liabilities and stockholders' equity	$ 18,006,484	$ 18,479,825

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Consolidated Balance Sheets
Common Stock, Par Value	$ 0	$ 0
Common Stock, Authorized Shares	40,000,000	40,000,000
Common Stock, Issued Shares	22,215,512	22,215,512
Common Stock, Outstanding Shares	22,215,512	22,215,512

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenue:
Restaurant revenue - company-owned Craft Pizza & Pub	$ 1,995,524	$ 2,090,342
Restaurant revenue - company-owned non-traditional	238,147	223,381
Franchising revenue	1,425,290	987,342
Administrative fees and other	7,144	6,738
Total revenue	3,666,105	3,307,803
Operating expenses:
Restaurant expenses - company-owned Craft Pizza & Pub	1,831,444	1,914,821
Restaurant expenses - company-owned non-traditional	225,760	121,830
Franchising expenses (benefit)	489,667	(868,946)
Total operating expenses	2,546,871	1,167,705
Depreciation and amortization	96,266	95,517
General and administrative expenses	$ 577,286	518,832
Defense against activist shareholder	13,479
Total expenses	$ 3,233,902	1,782,054
Operating income	432,203	1,525,749
Interest expense	394,180	383,289
Change in fair value of warrants	124,500	0
Income (loss) before income taxes	(86,477)	1,142,460
Income tax expense (benefit)	0	274,190
Net income (loss)	$ (86,477)	$ 868,270
Earnings per share - basic
Net income (loss)	$ 0	$ 0.04
Weighted average number of common shares outstanding	22,215,512	22,215,512
Diluted earnings per share:
Net income (loss) (1)	$ 0	$ 0.04
Weighted average number of common shares outstanding	22,215,512	23,628,012

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders Equity (Unaudited) - USD ($)	Total	Common Stock	Accumulated Deficit
Balance, shares at Dec. 31, 2022		22,215,512
Balance, amount at Dec. 31, 2022	$ 710,209	$ 24,819,736	$ (24,109,527)
Amortization of value of stock options	6,395	$ 6,395
Net income (loss)	868,270		868,270
Balance, shares at Mar. 31, 2023		22,215,512
Balance, amount at Mar. 31, 2023	1,584,874	$ 24,826,131	(23,241,257)
Balance, shares at Dec. 31, 2023		22,215,512
Balance, amount at Dec. 31, 2023	2,190,883	$ 24,840,126	(22,649,243)
Amortization of value of stock options	2,991	2,991
Net income (loss)	(86,477)	$ 0	(86,477)
Balance, shares at Mar. 31, 2024		22,215,512
Balance, amount at Mar. 31, 2024	$ 2,107,397	$ 24,843,117	$ (22,735,720)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Consolidated Statements of Cash Flows (Unaudited)
Net income (loss)	$ (86,477)	$ 868,270
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Change in fair value of warrants	124,500	0
Amortization of value of stock options	2,991	6,395
Depreciation and amortization	212,051	194,857
Amortization of lease cost in excess of cash paid in accordance with ASU 2016-02	15,818	25,253
Deferred income taxes	0	274,190
(Increase) decrease in:
Employee Retention Tax Credit	0	(1,460,444)
Accounts receivable	449,143	(27,134)
Inventories	(33,736)	(8,821)
Prepaid expenses	37,485	23,453
Other assets including long-term portion of receivables	51,283	(27,422)
Decrease in deferred contract income	(20,306)	0
Increase in deferred contract cost	3,987	0
Decrease in accounts payable and accrued expenses	(195,164)	(60,834)
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES	561,575	(192,237)
INVESTING ACTIVITIES
Purchase of property and equipment	(18,832)	(13,336)
NET CASH USED IN INVESTING ACTIVITIES	(18,832)	(13,336)
FINANCING ACTIVITIES
Principal payment on Corbel loan	(250,000)	(116,667)
NET CASH USED BY FINANCING ACTIVITIES	(250,000)	(116,667)
(Decrease) Increase in cash	292,743	(322,240)
Cash at beginning of period	872,335	785,523
Cash at end of period	1,165,078	463,283
Supplemental schedule of investing and financing activities
Cash paid for interest	$ 278,395	$ 271,160

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2024
Basis of Presentation and Summary of Significant Accounting Policies
Basis Of Presentation And Summary Of Significant Accounting Policies	Note 1 - The accompanying unaudited interim 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 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, 2023 (the “2023 Form 10-K”) 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 period ended March 31, 2024 are not necessarily indicative of the results to be expected for the full year ending December 31, 2024. Significant Accounting Policies During the first quarter of 2023 the Company determined that it is entitled to an Employee Retention Tax Credit (“ERTC”) of $1.718 million and has submitted amended Federal Form 941 returns claiming that refund. The ERTC refund is treated as a government grant reducing appropriate expenses for the $1.718 million less expenses for applying for the refund of $258,000, or a net of $1.460 million, which primarily affected franchising venue as other operating expenses, a much smaller amount to general and administrative expenses and approximately $83,000 of the refund was to the Company’s subsidiary, RH Roanoke. This refund applied both to Noble Roman’s, Inc. and its subsidiary, RH Roanoke, Inc. Although the refund was recorded in the first quarter of 2023, it effectively reimbursed for expenses and lost revenue that occurred over several prior quarters which distorts the comparability of the first quarter of 2024 with the first quarter of 2023. To date the Company has received all five quarterly refunds for Roanoke, Inc. and three refunds for 2020 and one of the two quarterly refunds for 2021 for Noble Roman’s, Inc. In recent communications, the Internal Revenue Service (the “IRS”), indicated the final refund claim had been received and was in process, but the IRS had put a temporary hold on all additional returns while the IRS addresses administrative issues in processing refunds generally. There have been no significant changes in the Company's accounting policies from those disclosed in the 2023 Form 10-K.

Restatement of Previously Issue

Restatement of Previously Issued Consolidated Financial Statements	3 Months Ended
	Mar. 31, 2024
Restatement of Previously Issued Consolidated Financial Statements
Restatement of Previously Issued Consolidated Financial Statements	Note 2 – As discussed in Note 2 of the Form 10-K for the year ended December 31, 2023, accounts payable and other accrued expenses along with accumulated deficit were restated for the first quarter of 2023 to reflect the balances carried forward from the restated 2022.

Inventory

Inventory	3 Months Ended
	Mar. 31, 2024
Inventory
Inventory	Note 3 – Inventory. Inventory consists of ingredient inventory used to make products in the Company-owned restaurants, marketing materials to sell to franchisees and equipment inventory to be used in future locations. At March 31, 2024 and 2023 inventory consisted of the following: As of 3/31/24 As of 3/31/23 Ingredient inventory used to make products in company locations $ 182,991 $ 191,267 Marketing materials 35,692 29,072 Equipment inventory 780,872 786,350 Total $ 999,555 $ 1,006,689

Royalties and Fees

Royalties and Fees	3 Months Ended
	Mar. 31, 2024
Royalties and Fees
Royalties And Fees	Note 4 – Royalties and fees included initial franchise fees of $63,779 (after deferring initial fees of $52,500 and amortizing $43,779 of previously deferred fees and receiving $20,000 in transfer fees) for the three-month period ended March 31, 2024, and $60,000 for the three-month period ended March 31, 2023. Royalties and fees included equipment commissions of $66,585 for the three-month period ended March 31, 2024, and $24,000 for the three-month period ended March 31, 2023. Royalties and fees, including amortized initial franchise fees and equipment commissions, were $1,456,000 for the three-month period ended March 31, 2024, and $987,000 for the three-month period ended March 31, 2023. 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. The deferred contract income was $1,557,000 and deferred costs were $1,407,000 as of March 31, 2024. At December 31, 2023 and March 31, 2024, 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 anticipates that substantially all of its accounts receivable reflected on the consolidated balance sheet as of March 31, 2024, will be collected. During the three-month period ended March 31, 2024 there were no Company-operated or franchised Craft Pizza & Pub restaurants opened or closed. During the same three-month period 24 new non-traditional outlets opened and two non-traditional outlets closed.

Loans Payable

Loans Payable	3 Months Ended
	Mar. 31, 2024
Loans Payable
Loans Payable	Note 5 – As the Company reported previously, it is pursuing plans to obtain new financing to repay the Corbel loan prior to its maturity in February 2025 and to repay the subordinated notes entirely. There can be no assurance that the Company will be able to refinance the Senior Note on favorable terms or at all. However, based on its credit metrics, including its recent and forecasted earnings before interest, taxes and depreciation and amortization, the Company believes it will be able to complete the refinancing successfully. The Company expects that the new financing would result in a reduction in the interest rate it currently pays on the Corbel loan and to repay the subordinated convertible notes with full amortization of its loans over a longer term and at a lower rate of interest.

Earnings (Loss) per Share

Earnings (Loss) per Share	3 Months Ended
	Mar. 31, 2024
Earnings (Loss) per Share
Earnings (loss) Per Share	Note 6 – The following table sets forth the calculation of basic and diluted earnings per share for the three-month period ended March 31, 2024. The comparability of the three months ended March 31, 2024 and the three months ended March 31, 2023 is reduced because net income of $868,270 for the three months ended March 31, 2023 included $1.46 million of expenses reimbursed by the ERTC refund which related to periods before the three months ended March 31, 2023. Without that refund being recorded in the first quarter of 2023, the Company would have had a net loss of approximately $592,000, or $(.03) per share. The ERTC refund reflected excess costs and lost revenue incurred by the Company as a result of government restrictions in an attempt to prevent the spread of a novel strain of Coronavirus (“COVID”). Three Months Ended March 31, 2024 Loss (Numerator) Shares (Denominator) Per-Share Amount Net loss $ (86,477 ) 22,215,512 $ (0.00 ) Effect of dilutive securities Stock and warrant dilution 142,943 Convertible notes 14,375 1,150,000 - Diluted earnings per share Net loss (1) $ (72,102 ) 22,215,512 $ (0.00 ) (1) Net loss per share is shown same as basic loss per share because the underlying dilutive securities have anti-dilutive effect. The following table sets forth the calculation of basic and diluted earnings per share for the three-month period ended March 31, 2023: Three Months Ended March 31, 2023 Income (Numerator) Shares (Denominator) Per-Share Amount Net income $ 868,270 22,215,512 $ 0.04 Effect of dilutive securities Stock option and warrant dilution 162,500 Convertible notes 15,625 1,250,000 - Diluted earnings per share Net income $ 883,895 23,628,012 $ 0.04

Notes Payable

Notes Payable	3 Months Ended
	Mar. 31, 2024
Notes Payable
Notes Payable	Note 7 – On February 7, 2020, the Company entered into a Senior Secured Promissory Note and Warrant Purchase Agreement (as amended, the “Agreement”) with Corbel Capital Partners SBIC, L.P. (the “Purchaser” or “Corbel”). Pursuant to the Agreement, the Company issued to the Purchaser a senior secured promissory note (as amended, the “Senior Note”) in the initial principal amount of $8.0 million. The Company has used 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 were 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 SOFR, as defined in the Agreement, plus 7.75% for an aggregate rate of 13.06% at March 31, 2024 and 11.07% at March 31, 2023. In addition, the Senior Note requires payment-in-kind interest (“PIK Interest”) of 3% per annum, which is being added to the principal amount of the Senior Note. Interest is payable in arrears on the last calendar day of each month. Beginning in March 2023, the Senior Note requires principal payments of $83,333 per month continuing until maturity in February 2025, all payments were current as of March 31, 2024. In conjunction with the borrowing under the Senior Note, the Company issued to the Purchaser a warrant (as amended, 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 $0.30 per share (“Tranche 1”), (ii) 900,000 shares of Common Stock at an exercise price of $0.30 per share (“Tranche 2”), and (iii) 150,000 shares of Common Stock at an exercise price of $0.30 per share (“Tranche 3”). 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, at the Company's discretion. The Corbel Warrant expires on the seventh anniversary of the date of its issuance. At March 31, 2024, the balance of the Senior Note was comprised of: Principal $ 7,349,095 Unamortized Warrant Discount and Loan Closing Cost (320,576 ) Carrying Value $ 7,028,519 See Note 8 for change in the value of the warrant. Note payments are all current and in compliance with the covenants.

Fair Value of Warrant Laibility

Fair Value of Warrant Laibility	3 Months Ended
	Mar. 31, 2024
Fair Value of Warrant Laibility
Fair Value of Warrant Laibility	Note 8 – Change in fair value of warrants. Warrant liability using the Black-Scholes method of calculation was included in the balance sheet on December 31, 2023 as $540,650. At the end of each quarter, including the quarter ended March 31, 2024, the Company is to revalue the warrant liability according to the Black-Scholes method of calculation. That calculation determined the warrant liability as of March 31, 2024 was $665,150, therefore a change in the fair value of the warrant of $124,500 was recorded as other non-cash expense on the Consolidated Statement of Operations.

Contingencies

Contingencies	3 Months Ended
	Mar. 31, 2024
Contingencies
Contingencies	Note 9 – The Company, from time to time, is or may become involved in litigation or regulatory proceedings arising out of its normal business operations. Currently, there are no such pending proceedings which the Company considers to be material. There are no commitments to any key executives or officers beyond an employment agreement with each of the Executive Chairman and Chief Financial Officer and the President and Chief Executive Officer. Impact of COVID-19 Pandemic In the first quarter of 2020, COVID emerged and spread throughout the United States. The World Health Organization recognized COVID as a pandemic in March 2020. In response to the pandemic, the U.S. federal government and various state and local governments, 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 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 had a significant adverse impact on the Company, due to, among other things, governmental restrictions, reduced customer traffic, staffing challenges and supply difficulties. Many states and municipalities in the United States, including Indiana where all of the Company-owned Craft Pizza & Pub restaurants are located, have from time to time temporarily restricted travel and suspended the operations of dine-in restaurants and other businesses in light of COVID which negatively affected the Company’s operations. Host facilities for the Company’s non-traditional franchises were also affected by labor shortages which adversely impacted those developments and in turn slowed the sales 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 some potential franchisees for both the Company’s Craft Pizza & Pub and non-traditional venues. As described in Note 1 above, the Company applied for and has received payments in respect of the ERTC provided by the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) enacted to address the economic effects of the pandemic and related shut-down orders imposed on businesses. Although the refund was recorded in the first quarter of 2023, it reflected expenses and lost revenue incurred by the Company over several prior quarters which distorts the comparability of the first quarter of 2024 with the first quarter of 2023.

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2024
Basis of Presentation and Summary of Significant Accounting Policies
Significant Accounting Policies	During the first quarter of 2023 the Company determined that it is entitled to an Employee Retention Tax Credit (“ERTC”) of $1.718 million and has submitted amended Federal Form 941 returns claiming that refund. The ERTC refund is treated as a government grant reducing appropriate expenses for the $1.718 million less expenses for applying for the refund of $258,000, or a net of $1.460 million, which primarily affected franchising venue as other operating expenses, a much smaller amount to general and administrative expenses and approximately $83,000 of the refund was to the Company’s subsidiary, RH Roanoke. This refund applied both to Noble Roman’s, Inc. and its subsidiary, RH Roanoke, Inc. Although the refund was recorded in the first quarter of 2023, it effectively reimbursed for expenses and lost revenue that occurred over several prior quarters which distorts the comparability of the first quarter of 2024 with the first quarter of 2023. To date the Company has received all five quarterly refunds for Roanoke, Inc. and three refunds for 2020 and one of the two quarterly refunds for 2021 for Noble Roman’s, Inc. In recent communications, the Internal Revenue Service (the “IRS”), indicated the final refund claim had been received and was in process, but the IRS had put a temporary hold on all additional returns while the IRS addresses administrative issues in processing refunds generally. There have been no significant changes in the Company's accounting policies from those disclosed in the 2023 Form 10-K.

Inventory (Tables)

Inventory (Tables)	3 Months Ended
	Mar. 31, 2024
Inventory
Schedule of inventory	As of 3/31/24 As of 3/31/23 Ingredient inventory used to make products in company locations $ 182,991 $ 191,267 Marketing materials 35,692 29,072 Equipment inventory 780,872 786,350 Total $ 999,555 $ 1,006,689

Earnings (Loss) per Share (Tabl

Earnings (Loss) per Share (Tables)	3 Months Ended
	Mar. 31, 2024
Earnings (Loss) per Share
Basic And Diluted Earnings (loss) Per Share	Three Months Ended March 31, 2024 Loss (Numerator) Shares (Denominator) Per-Share Amount Net loss $ (86,477 ) 22,215,512 $ (0.00 ) Effect of dilutive securities Stock and warrant dilution 142,943 Convertible notes 14,375 1,150,000 - Diluted earnings per share Net loss (1) $ (72,102 ) 22,215,512 $ (0.00 ) Three Months Ended March 31, 2023 Income (Numerator) Shares (Denominator) Per-Share Amount Net income $ 868,270 22,215,512 $ 0.04 Effect of dilutive securities Stock option and warrant dilution 162,500 Convertible notes 15,625 1,250,000 - Diluted earnings per share Net income $ 883,895 23,628,012 $ 0.04

Notes Payable (Tables)

Notes Payable (Tables)	3 Months Ended
	Mar. 31, 2024
Notes Payable
Credit Facility	Principal $ 7,349,095 Unamortized Warrant Discount and Loan Closing Cost (320,576 ) Carrying Value $ 7,028,519

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Basis of Presentation and Summary of Significant Accounting Policies
Net operating loss carry-forward	$ 1,718,000	$ 1,718,000
Net benefit or refund on Employee Retention Tax Credit	1,460,000
Deferred tax credits	258,000
General and administrative expenses	$ 83,000

Inventory (Details)

Inventory (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Inventory
Ingredient inventory used to make products in company locations	$ 182,991	$ 191,267
Marketing materials	35,692	29,072
Equipment inventory	780,872	786,350
Total	$ 999,555	$ 1,006,689

Royalties and Fees (Details Nar

Royalties and Fees (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Royalties And Fees	$ 1,456,000	$ 987,000
Deferred cost	1,407,000
Deferred contract income	$ 1,557,000
Description of royalty and fees	deferring initial fees of $52,500 and amortizing $43,779 of previously deferred fees and receiving $20,000 in transfer fees
Amortized Initial Franchise Fees and Equipment Commissions
Royalties And Fees	$ 63,779	60,000
Equipment Commission
Royalties And Fees	$ 66,585	$ 24,000

Earnings (Loss) per Share (Deta

Earnings (Loss) per Share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Net income (loss)	$ (86,477)	$ 868,270
Weighted Average Number of Common Shares Outstanding, Basic	22,215,512	22,215,512
Earnings per Share, Basic	$ 0	$ 0.04
Stock and warrant dilution	142,943	162,500
Diluted Earnings Per Share Net Loss	$ (72,102)	$ 883,895
Weighted Average Number of Diluted Shares Outstanding	22,215,512	23,628,012
Diluted Earnings per Share Net Income (loss)	$ 0	$ 0.04
Convertible Note Payable
Effect Of Dilutive Securities	$ 14,375	$ 15,625
Shares Denominator	1,150,000	1,250,000

Earnings (Loss) per Share (De_2

Earnings (Loss) per Share (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Net income (loss)	$ (86,477)	$ 868,270
Basic And Diluted Earnings [Member]
Reimbursement expenses by ERTC		$ 1,460,000
Description of first quarter		the Company would have had a net loss of approximately $592,000, or $(.03) per share
Net income (loss)		$ 868,270

Notes Payable (Details)

Notes Payable (Details)	Mar. 31, 2024 USD ($)
Notes Payable
Principal	$ 7,349,095
Unamortized Warrant Discount and Loan Closing Cost	(320,576)
Carrying value	$ 7,028,519

Note payable (Details Narrative

Note payable (Details Narrative) - USD ($)		3 Months Ended
	Feb. 07, 2020	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Convertible notes payable		$ 0	$ 575,000
Interest Rate	7.75%	13.06%		11.07%
Tranche 1 [Member]
Purchase Shares of Common Stock	1,200,000
Exercise Price	$ 0.30
Tranche 2 [Member]
Purchase Shares of Common Stock	900,000
Exercise Price	$ 0.30
Tranche 3 [Member]
Purchase Shares of Common Stock	150,000
Exercise Price	$ 0.30
Secured Promissory Note [Member]
Purchase Shares of Common Stock	2,250,000
Convertible notes payable		$ 83,333
Bank Loan	$ 8,000,000
Original Amount	$ 6,100,000
Desription of amendment to the Agreement changing	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 were used for working capital or other general corporate purposes, including development of new Company-owned Craft Pizza & Pub locations
Repayments of Senior Debt	$ 4,200,000
Convertible Debt	$ 1,275,000
Interest Rate per Annum	3%
Maturity Date		February 2025

Fair value of warrants (Details

Fair value of warrants (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Fair value of warrants (Details Narrative)
Warrant liability	$ 665,150		$ 540,650
Other non cash expense	$ 124,500	$ 0