Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 13, 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 | Jun. 30, 2024 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
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 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash | $ 801,071 | $ 872,335 |
Employee Retention Tax Credit Receivable | 507,725 | 507,726 |
Accounts receivable - net | 696,691 | 1,169,446 |
Inventories | 987,786 | 965,819 |
Prepaid expenses | 200,184 | 318,195 |
Total current assets | 3,193,457 | 3,833,521 |
Property and equipment: | ||
Equipment | 4,421,773 | 4,386,430 |
Leasehold improvements | 3,139,215 | 3,130,430 |
Leasehold improvements, net | 7,560,988 | 7,516,860 |
Less accumulated depreciation and amortization | 3,389,558 | 3,196,993 |
Net property and equipment | 4,171,430 | 4,319,867 |
Deferred tax asset | 3,374,841 | 3,374,841 |
Deferred contract cost | 1,426,578 | 1,403,299 |
Goodwill | 278,466 | 278,466 |
Operating lease right of use assets | 4,549,671 | 4,930,014 |
Other assets including long-term portion of receivables-net | 354,546 | 339,817 |
Total assets | 17,348,989 | 18,479,825 |
Current liabilities: | ||
Accounts payable and accrued expenses | 615,501 | 1,284,210 |
Current portion of operating lease liability | 834,715 | 799,165 |
Current portion of Corbel loan payable | 6,892,834 | 1,000,000 |
Subordinated note payable | 575,000 | 0 |
Warrant liability | 731,038 | 540,650 |
Total current liabilities | 9,649,088 | 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 | 3,951,744 | 4,378,927 |
Deferred contract income | 1,580,910 | 1,577,299 |
Total long-term liabilities | 5,532,654 | 12,664,917 |
Total liabilities | 15,181,742 | 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 June 30, 2024) | 24,846,109 | 24,840,126 |
Accumulated deficit | (22,678,862) | (22,649,243) |
Total stockholders' equity | 2,167,247 | 2,190,883 |
Total liabilities and stockholders' equity | $ 17,348,989 | $ 18,479,825 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Condensed 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 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue: | ||||
Restaurant revenue - company-owned Craft Pizza & Pub | $ 2,222,551 | $ 2,373,652 | $ 4,218,075 | $ 4,463,994 |
Restaurant revenue -company-owned non-traditional | 236,705 | 236,585 | 474,852 | 459,965 |
Franchising revenue | 1,435,748 | 1,176,629 | 2,861,039 | 2,163,972 |
Administrative fees and other | 9,673 | 8,674 | 16,817 | 15,411 |
Total revenue | 3,904,678 | 3,795,540 | 7,570,783 | 7,103,342 |
Operating expenses: | ||||
Restaurant expenses - company-owned Craft Pizza & Pub | 1,978,273 | 2,025,193 | 3,809,717 | 3,940,014 |
Restaurant expenses - company-owned non-traditional | 235,288 | 204,150 | 461,048 | 325,980 |
Franchising expenses (benefit) | 460,694 | 240,010 | 950,361 | (628,936) |
Total operating expenses | 2,674,255 | 2,469,353 | 5,221,126 | 3,637,058 |
Depreciation and amortization | 96,300 | 95,517 | 192,565 | 191,033 |
General and administrative expenses | 570,129 | 526,310 | 1,147,416 | 1,045,143 |
Defense against activist shareholder | 6,064 | 0 | 19,542 | 0 |
Total expenses | 3,346,748 | 3,091,180 | 6,580,649 | 4,873,234 |
Operating income | 557,930 | 704,360 | 990,134 | 2,230,108 |
Interest expense | 435,184 | 378,785 | 829,365 | 762,074 |
Change in fair value of warrants | 65,888 | 0 | 190,388 | 0 |
Income (loss) before income taxes | 56,858 | 325,575 | (29,619) | 1,468,034 |
Income tax | 0 | 0 | 0 | 274,190 |
Net income (loss) | $ 56,858 | $ 325,575 | $ (29,619) | $ 1,193,844 |
Earnings per share - basic: | ||||
Net income (loss) | $ 0 | $ 0.02 | $ 0 | $ 0.05 |
Weighted average number of common shares outstanding | 22,215,512 | 22,215,512 | 22,215,512 | 22,215,512 |
Diluted earnings (loss) per share: | ||||
Net income (loss) | $ 0 | $ 0.01 | $ 0 | $ 0.05 |
Weighted average number of common shares outstanding | 23,713,531 | 23,498,764 | 22,215,512 | 23,498,764 |
Condensed Consolidated Statem_2
Condensed 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 | $ 1,866,662 | $ 24,819,736 | $ (22,953,074) |
Net income (loss) for the period | 1,193,847 | 1,193,847 | |
Amortization of value of employee stock options | 12,789 | $ 12,789 | 0 |
Balance, shares at Jun. 30, 2023 | 22,215,512 | ||
Balance, amount at Jun. 30, 2023 | 3,073,298 | $ 24,832,525 | (21,759,227) |
Balance, shares at Mar. 31, 2023 | 22,215,512 | ||
Balance, amount at Mar. 31, 2023 | 2,741,327 | $ 24,826,130 | (22,084,803) |
Net income (loss) for the period | 325,576 | 325,576 | |
Amortization of value of employee stock options | 6,395 | $ 6,395 | 0 |
Balance, shares at Jun. 30, 2023 | 22,215,512 | ||
Balance, amount at Jun. 30, 2023 | 3,073,298 | $ 24,832,525 | (21,759,227) |
Balance, shares at Dec. 31, 2023 | 22,215,512 | ||
Balance, amount at Dec. 31, 2023 | 2,190,883 | $ 24,840,126 | (22,649,243) |
Net income (loss) for the period | (29,619) | (29,619) | |
Amortization of value of employee stock options | 5,983 | $ 5,983 | 0 |
Balance, shares at Jun. 30, 2024 | 22,215,512 | ||
Balance, amount at Jun. 30, 2024 | 2,167,247 | $ 24,846,109 | (22,678,862) |
Balance, shares at Mar. 31, 2024 | 22,215,512 | ||
Balance, amount at Mar. 31, 2024 | 2,107,397 | $ 24,843,117 | (22,735,720) |
Net income (loss) for the period | 56,858 | 56,858 | |
Amortization of value of employee stock options | 2,992 | $ 2,992 | 0 |
Balance, shares at Jun. 30, 2024 | 22,215,512 | ||
Balance, amount at Jun. 30, 2024 | $ 2,167,247 | $ 24,846,109 | $ (22,678,862) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
OPERATING ACTIVITIES | ||
Net income (loss) | $ (29,619) | $ 1,193,844 |
Change in fair value of warrants | 190,388 | 0 |
Depreciation and amortization | 428,649 | 425,568 |
Amortization of lease costs in excess of cash paid | 9,761 | 6,467 |
Deferred income taxes | 0 | 274,190 |
Increase (decrease) in: | ||
Employee Retention Tax Credit | 0 | (1,460,444) |
Accounts receivable | 472,755 | 18,167 |
Inventories | (21,967) | (7,397) |
Prepaid expenses | 118,011 | 14,110 |
Other assets | (14,729) | (39,452) |
Decrease in deferred contact cost | (15,305) | 0 |
(Increase) decrease in: | ||
Accounts payable and accrued expenses | (668,707) | (78,501) |
Decrease/increase in deferred contract income | 3,627 | 0 |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 472,864 | 346,552 |
INVESTING ACTIVITIES | ||
Purchase of property and equipment | (44,128) | (29,430) |
NET CASH USED IN INVESTING ACTIVITIES | (44,128) | (29,430) |
FINANCING ACTIVITIES | ||
Payment of principal on convertible notes | 0 | (50,000) |
Payment of principal on Corbel loan | (500,000) | (366,667) |
NET CASH (USED) IN FINANCING ACTIVITIES | (500,000) | (416,667) |
Increase (decrease) in cash | (71,264) | (99,545) |
Cash at beginning of period | 872,335 | 785,523 |
Cash at end of period | 801,071 | 685,978 |
Cash paid for interest | $ 599,265 | $ 540,327 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 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 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, 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 and six-month periods ended June 30, 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 $1.46 million, which primarily affected the 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 half of 2024 with the first half 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 | 6 Months Ended |
Jun. 30, 2024 | |
Restatement of Previously Issued Consolidated Financial Statements | |
Restatement of Previously Issued Consolidated Financial Statements | Note 2 – As discussed in Note 2 of the 2023 Form 10-K, accounts payable and other accrued expenses along with accumulated deficit were restated for the first half of 2023 to reflect the balances carried forward from the restated 2022 amounts. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 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 June 30, 2024 and December 31, 2023 inventory consisted of the following: As of 12/31/23 As of 6/30/24 Ingredient inventory used to make products in company locations $ 157,861 $ 180,238 Marketing materials 27,086 256,676 Equipment inventory 780,872 780,872 Total $ 965,819 $ 987,786 |
Royalties and Fees
Royalties and Fees | 6 Months Ended |
Jun. 30, 2024 | |
Royalties and Fees | |
Royalties And Fees | Note 4 – Royalties and fees included initial franchise fees of $122,846 (after deferring initial fees of $127,500 and amortizing $94,846 of previously deferred fees and receiving $28,000 in transfer fees) for the six-month period ended June 30, 2024, and $92,596 for the six-month period ended June 30, 2023. Royalties and fees included equipment commissions of $92,104 for the six-month period ended June 30, 2024, and $52,779 for the six-month period ended June 30, 2023. Royalties and fees, including amortized initial franchise fees and equipment commissions, were $2,814,304 for the six-month period ended June 30, 2024, and $2,122,602 for the six-month period ended June 30, 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 $1,580,910 and deferred costs were $1,426,578 as of June 30, 2024. At December 31, 2023 and June 30, 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 June 30, 2024, will be collected. During the three-month and six-month periods ended June 30, 2024 there were no Company-operated or franchised Craft Pizza & Pub restaurants opened or closed. There were 18 new non-traditional outlets opened and 42 non-traditional outlets opened during the three-month and six-month periods ended June 30, 2024, respectively. |
Loans Payable
Loans Payable | 6 Months Ended |
Jun. 30, 2024 | |
Loans Payable | |
Loans Payable | Note 5 – As the Company reported previously, it is pursuing plans for new financing to repay the loan from Corbel Capital Partners SBIC, L.P. (the “Purchaser” or “Corbel”) and to repay the subordinated notes. There can be no assurance that the Company will be able to obtain the financing as planned 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. Based on terms indicated in ongoing discussions between the Company and potential lenders, the Company currently expects the refinancing will result in a substantial reduction in its interest rate expense. |
Earnings (Loss) per Share
Earnings (Loss) per Share | 6 Months Ended |
Jun. 30, 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 six-month period ended June 30, 2024. The comparability of the six months ended June 30, 2024 and the six months ended June 30, 2023 is limited because net income of $1,193,844 for the six months ended June 30, 2023 included $1.46 million of expenses reimbursed by the ERTC refund which related to periods before the six months ended June 30, 2023. Without that refund being recorded in the first quarter of 2023, the Company would have reported a net loss of approximately $266,000. 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”). The following table sets forth the calculation of basic and diluted earnings per share for the three-month periods ended June 30, 2024 and June 30, 2023: Three Months Ended June 30, 2024 Income (Numerator) Shares (Denominator) Per-Share Amount Net income $ 56,858 22,215,512 $ 0.00 Effect of dilutive securities Stock option and warrant dilution 248,019 Convertible notes 15,000 1,250,000 _____ Diluted earnings per share Net income $ 71,858 23,713,531 $ 0.00 Three Months Ended June 30, 2023 Income (Numerator) Shares (Denominator) Per-Share Amount Net income $ 325,575 22,215,512 $ 0.02 Effect of dilutive securities Stock option and warrant dilution 133,252 Convertible notes 30,000 1,250,000 _____ Diluted earnings per share Net income $ 355,575 23,598,764 $ 0.01 The following table sets forth the calculation of basic and diluted earnings per share for the six-month periods ended June 30, 2024 and June 30, 2023: Six Months Ended June 30, 2024 Loss (Numerator) Shares (Denominator) Per-Share Amount Net loss $ (29,619 ) 22,215,512 $ (0.00 ) Effect of dilutive securities Stock and warrant dilution 248,019 Convertible notes 28,750 1,250,000 - Diluted loss per share Net loss (1) $ (869 ) 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. Six Months Ended June 30, 2023 Income (Numerator) Shares (Denominator) Per-Share Amount Net income $ 1,193,844 22,215,512 $ 0.05 Effect of dilutive securities Stock option and warrant dilution 133,252 Convertible notes 30,000 1,250,000 - Diluted earnings per share Net income $ 1,223,844 23,598,764 $ 0.05 |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 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. 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 million 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 13.11% at June 30, 2024 and 12.86% at June 30, 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 June 30, 2024 and the Company was in compliance with the covenants in the Agreement. 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 June 30, 2024, the balance of the Senior Note was comprised of: Principal $ 7,154,335 Unamortized Warrant Discount and Loan Closing Cost (261,501 ) Carrying Value $ 6,892,834 See Note 8 for information regarding change in the fair value of the Corbel Warrant. |
Fair Value of Warrant Laibility
Fair Value of Warrant Laibility | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value of Warrant Laibility | |
Fair Value of Warrant Laibility | Note 8 –Warrant liability of $540,650 using the Black-Scholes method of calculation was included in the balance sheet as of December 31, 2023. At the end of each quarter, including the quarter ended June 30, 2024, the Company revalues the warrant liability according to the Black-Scholes method. That calculation determined the warrant liability as of June 30, 2024 was $731,038, therefore a change in the fair value of the warrant of $65,888 was recorded as other non-cash expense on the Consolidated Statement of Operations for the three-month period ended June 30, 2024 and $190,388 for the six-month period ended June 30, 2024. |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 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. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 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 $1.46 million, which primarily affected the 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 half of 2024 with the first half 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) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory | |
Schedule of inventory | As of 12/31/23 As of 6/30/24 Ingredient inventory used to make products in company locations $ 157,861 $ 180,238 Marketing materials 27,086 256,676 Equipment inventory 780,872 780,872 Total $ 965,819 $ 987,786 |
Earnings (Loss) per Share (Tabl
Earnings (Loss) per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings (Loss) per Share | |
Basic And Diluted Earnings (loss) Per Share | Three Months Ended June 30, 2024 Income (Numerator) Shares (Denominator) Per-Share Amount Net income $ 56,858 22,215,512 $ 0.00 Effect of dilutive securities Stock option and warrant dilution 248,019 Convertible notes 15,000 1,250,000 _____ Diluted earnings per share Net income $ 71,858 23,713,531 $ 0.00 Three Months Ended June 30, 2023 Income (Numerator) Shares (Denominator) Per-Share Amount Net income $ 325,575 22,215,512 $ 0.02 Effect of dilutive securities Stock option and warrant dilution 133,252 Convertible notes 30,000 1,250,000 _____ Diluted earnings per share Net income $ 355,575 23,598,764 $ 0.01 Six Months Ended June 30, 2024 Loss (Numerator) Shares (Denominator) Per-Share Amount Net loss $ (29,619 ) 22,215,512 $ (0.00 ) Effect of dilutive securities Stock and warrant dilution 248,019 Convertible notes 28,750 1,250,000 - Diluted loss per share Net loss (1) $ (869 ) 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. Six Months Ended June 30, 2023 Income (Numerator) Shares (Denominator) Per-Share Amount Net income $ 1,193,844 22,215,512 $ 0.05 Effect of dilutive securities Stock option and warrant dilution 133,252 Convertible notes 30,000 1,250,000 - Diluted earnings per share Net income $ 1,223,844 23,598,764 $ 0.05 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Notes Payable | |
Schedule ofCredit Facility | Principal $ 7,154,335 Unamortized Warrant Discount and Loan Closing Cost (261,501 ) Carrying Value $ 6,892,834 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 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 ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory | ||
Ingredient inventory used to make products in company locations | $ 180,238 | $ 157,861 |
Marketing materials | 256,676 | 27,086 |
Equipment inventory | 780,872 | 780,872 |
Total | $ 987,786 | $ 965,819 |
Royalties and Fees (Details Nar
Royalties and Fees (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Royalties And Fees | $ 2,814,304 | $ 2,122,602 |
Deferred cost | 1,426,578 | |
Deferred contract income | $ 1,580,910 | |
Description of royalty and fees | deferring initial fees of $127,500 and amortizing $94,846 of previously deferred fees and receiving $28,000 in transfer fees | |
Amortized Initial Franchise Fees and Equipment Commissions | ||
Royalties And Fees | $ 122,846 | 92,596 |
Equipment Commission | ||
Royalties And Fees | $ 92,104 | $ 52,779 |
Earnings (Loss) per Share (Deta
Earnings (Loss) per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Net income (loss) | $ 56,858 | $ 325,575 | $ (29,619) | $ 1,193,844 |
Weighted Average Number of Common Shares Outstanding, Basic | 22,215,512 | 22,215,512 | 22,215,512 | 22,215,512 |
Earnings per Share, Basic | $ 0 | $ 0.02 | $ 0 | $ 0.05 |
Stock and warrant dilution | 248,019 | 133,252 | 248,019 | 133,252 |
Diluted Earnings Per Share Net Loss | $ 71,858 | $ 355,575 | $ (869) | $ 1,223,844 |
Weighted Average Number of Diluted Shares Adjustment | 23,713,531 | 23,598,764 | 23,713,531 | 23,598,764 |
Diluted Earnings per Share Net Income (loss) | $ 0 | $ 0.01 | $ 0 | $ 0.05 |
Convertible Note Payable | ||||
Effect Of Dilutive Securities | $ 15,000 | $ 30,000 | $ 28,750 | $ 30,000 |
Shares Denominator | 1,250,000 | 1,250,000 | 1,250,000 | 1,250,000 |
Earnings (Loss) per Share (De_2
Earnings (Loss) per Share (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Net income (loss) | $ 56,858 | $ 325,575 | $ (29,619) | $ 1,193,844 |
Basic And Diluted Earnings [Member] | ||||
Reimbursement expenses by ERTC | $ 1,460,000 | |||
Description of first quarter | the Company would have reported a net loss of approximately $266,000 | |||
Net income (loss) | $ 1,193,844 |
Notes Payable (Details)
Notes Payable (Details) | Jun. 30, 2024 USD ($) |
Notes Payable | |
Principal | $ 7,154,335 |
Unamortized Warrant Discount and Loan Closing Cost | (261,501) |
Carrying value | $ 6,892,834 |
Note payable (Details Narrative
Note payable (Details Narrative) - USD ($) | 6 Months Ended | |||
Feb. 07, 2020 | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | |
Convertible notes payable | $ 0 | $ 575,000 | ||
Interest Rate | 7.75% | 13.11% | 12.86% | |
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 | 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 | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Fair value of warrants (Details Narrative) | |||
Other non cash expense | $ 65,888 | $ 190,388 | |
Warrant liability | $ 731,038 | $ 731,038 | $ 540,650 |