10-Q

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 June 30, 2023

Commission file number: 0-11104

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 450 Indianapolis, Indiana	46250
(Address of principal executive offices)	(Zip Code)

(317) 634-3377

(Registrant’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	☐	Accelerated Filer	☐
Non-Accelerated Filer	☒	Smaller Reporting Company	☒
Emerging Growth 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 August 4, 2023, 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, 2022 and June 30, 2023 (unaudited)	Page 3
Condensed consolidated statements of operations for the three-month and six-month periods ended June 30, 2022 and 2023 (unaudited)	Page 4
Condensed consolidated statements of changes in stockholders’ equity for the three-month periods ended June 30, 2023 and 2022 and six-month periods ended June 30, 2023 and 2022 (unaudited)	Page 5
Condensed consolidated statements of cash flows for the three-month and six-month periods ended June 30, 2022 and 2023 (unaudited)	Page 6
Notes to condensed consolidated financial statements (unaudited)	Page 7

2

Noble Roman’s, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

Assets	December 31, 2022			June 30, 2023
Current assets:
Cash	$	785,522		$	685,977
Employee Retention Tax Credit Receivable		-			1,460,444
Accounts receivable - net		824,091			805,924
Inventories		997,868			1,005,265
Prepaid expenses		424,822			410,710
Total current assets		3,032,303			4,368,320
Property and equipment:
Equipment		4,351,558			4,363,377
Leasehold improvements		3,116,030			3,127,880
Construction and equipment in progress		63,097			68,858
		7,530,685			7,560,115
Less accumulated depreciation and amortization		2,817,477			3,008,510
Net property and equipment		4,713,208			4,551,605
Deferred tax asset		3,374,841			3,100,651
Deferred contract cost		934,036			943,109
Goodwill		278,466			278,466
Operating lease right of use assets		5,660,155			5,305,701
Other assets including long-term portion of receivables-net		350,189			389,641
Total assets	$	18,343,198		$	18,937,493
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	650,582		$	572,081
Current portion of operating lease liability		799,164			799,164
Current portion of Corbel loan payable		866,667			1,000,000
Total current liabilities		2,316,413			2,371,245
Long-term obligations:
Term loan payable to Corbel		7,470,900			7,190,510
Corbel warrant value		29,037			29,037
Convertible notes payable		622,864			575,000
Operating lease liabilities - net of short-term portion		5,103,286			4,755,296
Deferred contract income		934,036			943,109
Total long-term liabilities		14,160,123			13,492,952
Stockholders’ equity:
Common stock – no par value (40,000,000 shares authorized, 22,215,512 issued and outstanding as of December 31, 2022 and as of June 30, 2023)		24,819,736			24,832,525
Accumulated deficit		(22,953,074	)		(21,759,227	)
Total stockholders’ equity		1,866,662			3,073,298
Total liabilities and stockholders’ equity	$	18,343,198		$	18,937,495

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

3

Noble Roman’s, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

	Three months ended June 30,					Six months ended June 30,
	2022			2023		2022			2023
Revenue:
Restaurant revenue – company-owned Craft Pizza & Pub	$	2,503,363		$	2,373,652	$	4,786,960		$	4,463,994
Restaurant revenue –company-owned non-traditional		177,115			236,585		310,244			459,965
Franchising revenue		1,064,363			1,373,533		2,098,608			2,360,875
Administrative fees and other		5,051			8,674		19,267			15,413
Total revenue		3,749,892			3,992,444		7,215,079			7,300,247
Operating expenses:
Restaurant expenses – company-owned Craft Pizza & Pub		2,162,889			2,025,193		4,221,418			3,940,014
Restaurant expenses – company-owned non-traditional		169,750			204,150		302,626			325,980
Franchising expenses (benefit)		483,240			436,914		944,595			(432,031	)
Total operating expenses		2,815,879			2,666,257		5,468,639			3,833,963
Depreciation and amortization		112,687			95,517		225,439			191,033
General and administrative expenses		539,742			526,309		1,080,274			1,045,140
Total expenses		3,468,308			3,288,083		6,774,352			5,070,136
Operating income		281,584			704,361		440,727			2,230,111
Interest expense		347,717			378,785		689,597			762,074
Income (loss) before income taxes		(66,133	)		325,576		(248,870	)		1,468,037
Income tax (benefit)		(15,872	)		-		(61,913	)		274,190
Net income (loss)	$	(50,261	)	$	325,576	$	(186,957	)	$	1,193,847
Earnings per share – basic:
Net income (loss)	$	0.00		$	0.02	$	(0.01	)	$	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)	$	0.00		$	0.01	$	(0.01	)	$	0.05
Weighted average number of common shares outstanding		23,579,118			23,498,764		23,579,118			23,498,764

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

4

Noble Roman’s, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

	Common Stock				Accumulated
	Shares		Amount		Deficit			Total
Six Months Ended June 30, 2023:
Balance at December 31, 2022		22,215,512	$	24,819,736	$	(22,953,074	)	$	1,866,662
Net income for the six months ended June 30, 2023						1,193,847			1,193,847
Amortization of value of employee stock options				12,789					12,789
Balance at June 30, 2023		22,215,512	$	24,832,525	$	(21,759,227)		$	3,073,298

Three Months Ended June 30, 2023:

	Common Stock				Accumulated
	Shares		Amount		Deficit			Total
Balance at March 31, 2023		22,215,512	$	24,826,130	$	(22,084,803	)	$	2,741,327
Net income for three months ended June 30, 2023						325,576			325,576
Amortization of value of employee stock options				6,395		-			6,395
Balance at June 30, 2023		22,215,512	$	24,832,525	$	(21,759,227	)	$	3,073,298

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	Common Stock				Accumulated
	Shares		Amount		Deficit			Total
Six Months Ended June 30, 2022:
Balance at December 31, 2021		22,215,512	$	24,791,568	$	(21,897,004	)	$	2,894,564
Net loss for six months ended June 30, 2022						(186,957	)		(186,957	)
Amortization of value of employee stock options				16,111					16,111
Balance at June 30, 2022		22,215,512	$	24,807,679		(22,083,961	)	$	2,723,718

Three Months Ended June 30, 2022:

	Common Stock				Accumulated
	Shares		Amount		Deficit			Total
Balance at March 31, 2022		22,215,512	$	24,799,191	$	(22,033,700	)	$	2,765,491
Net loss for three months ended June 30, 2022						(50,261	)		(50,261	)
Amortization of value of employee stock options				8,488					8,488
Balance at June 30, 2022		22,215,512	$	24,807,679	$	(22,083,961)		$	2,723,718

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

6

Noble Roman’s, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Three-Months Ended June 30,						Six Months Ended June 30,
OPERATING ACTIVITIES	2022			2023			2022			2023
Net income (loss)	$	(50,261	)	$	325,576		$	(186,957	)	$	1,193,847
Adjustments to reconcile net income (loss) to net cash
Provided by operating activities:
Depreciation and amortization		236,802			211,530			471,613			425,568
Amortization of lease costs in excess of cash paid		4,462			2,997			10,561			6,464
Deferred (benefit) income taxes		(15,872	)		-			(61,913	)		274,190
Changes in operating assets and liabilities:
(Increase) decrease in:
Employee Retention Tax Credit		-			-			-			(1,460,444	)
Accounts receivable		(145,920	)		45,301			(127,824	)		18,167
Inventories		5,838			1,424			(525	)		(7,397	)
Prepaid expenses		(8,992	)		(9,341	)		(35,297	)		14,110
Other assets		(7,688	)		(12,030	)		(74,095	)		(39,452	)
Increase (decrease) in:
Accounts payable and accrued expenses		132,282			(26,668	)		165,944			(78,501	)
NET CASH PROVIDED BY OPERATING ACTIVITIES		150,651			538,789			161,507			346,552
INVESTING ACTIVITIES
Purchase of property and equipment		(58,349	)		(16,094	)		(524,731	)		(29,430	)
NET CASH USED IN INVESTING ACTIVITIES		(58,349	)		(16,094	)		(524,731	)		(29,430	)
FINANCING ACTIVITIES
Payment of principal on convertible notes		-			(50,000	)		-			(50,000	)
Payment of principal on Corbel loan		-			(250,000	)		-			(366,667	)
NET CASH (USED) IN FINANCING ACTIVITIES		-			(300,000	)		-			(416,667	)
Increase (decrease) in cash		92,302			222,695			(363,224	)		(99,545	)
Cash at beginning of period		807,987			463,283			1,263,513			785,523
Cash at end of period	$	900,289		$	685,978		$	900,289		$	685,978
Supplemental schedule of investing and financing activities
Cash paid for interest	$	232,088		$	269,167		$	459,533		$	540,327

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

7

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, 2022 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, 2023 are not necessarily indicative of the results to be expected for the full year ending December 31, 2023.

Significant Accounting Policies

The Employee Retention Tax Credit (“ERTC”) is a refundable tax credit that the Company was eligible to apply for based on qualified wages paid to employees. The program was introduced on March 27, 2020 in the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) to incentivize employers to keep their employees on their payroll during the pandemic and economic shutdown. The credit applies to all qualified wages, including certain health plan expenses, paid during the period in which the operations were fully or partially suspended due to a government shutdown order or where there was significant decline in gross receipts.

During the first quarter of 2023 the Company determined that it was entitled to an ERTC of $1.718 million and submitted amended federal Form 941 returns for the last three quarters of 2020 and the first two quarters of 2021 for both Noble Roman’s, Inc. (“Noble Roman’s”) and RH Roanoke, Inc. (“Roanoke”) claiming those refunds. The Company recognized an ERTC refund of $1.460 million, net of related expense of $258,000 in the first quarter of 2023. During July 2023, the Company received refunds for Roanoke for all five quarters and Noble Roman’s received all three quarters of 2020 and the second quarter of 2021. In total, in July 2023 the Company received payments of $1.16 million plus interest. If the Company receives the amount applied for the first quarter of 2021 for Noble Roman’s, it will have received $1.54 million net of commissions, or about $80,000 more than the amount accounted for in the first quarter of 2023.

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

Note 2 – Royalties and fees included initial franchise fees of $237,000 for the three-month period ended June 30, 2023, and $60,000 for the three-month period ended June 30, 2022. Royalties and fees included equipment commissions of $28,904 for the three-month period ended June 30, 2023, and $20,800 for the three-month period ended June 30, 2022. Royalties and fees, including amortized initial franchise fees and equipment commissions, were $1.4 million for the three-month period ended June 30, 2023, and $1.1 million for the three-month period ended June 30, 2022. 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.

8

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 franchise fees and contract costs initially incurred and paid approximate the relative amortized franchise fees and contract costs for those same periods.

At December 31, 2022 and June 30, 2023, the carrying value of the Company’s franchise receivables have been reduced to anticipated realizable value. As a result of this reduction of carrying value, the Company anticipates that substantially all of its accounts receivables reflected on the consolidated balance sheets as of December 31, 2022 and June 30, 2023, will be collected.

During the six-month period ended June 30, 2023 there were 22 new outlets opened and three outlets closed.

Note 3. 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, 2023:

	Three Months Ended June 30, 2023
	Income		Shares		Per-Share
	(Numerator)		(Denominator)		Amount
Net income	$	325,576		22,215,512	$	0.02
Effect of dilutive securities
Convertible notes		14,375		1,150,000
Dilutive shares		-		133,252
Diluted earnings per share
Net income	$	339,951		23,498,764	$	0.01

	Six Months Ended June 30, 2023
	Income		Shares		Per-Share
	(Numerator)		(Denominator)		Amount
Net income	$	1,193,845		22,215,512	$	0.05
Effect of dilutive securities
Convertible notes		30,000		1,150,000
Dilutive shares		-		133,252
Diluted earnings per share
Net income	$	1,223,845		23,498,764	$	0.05

9

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, 2022:

	Three Months Ended June 30, 2022
	Income			Shares		Per-Share
	(Numerator)			(Denominator)		Amount
Net loss	$	(50,261	)		22,215,512	$	0.00
Effect of dilutive securities
Convertible notes		15,625			1,250,000
Dilutive shares		-			113,606
Diluted earnings per share
Net loss (1)	$	(34,640	)		23,579,118	$	0.00

	Six Months Ended June 30, 2022
	Income			Shares		Per-Share
	(Numerator)			(Denominator)		Amount
Net loss	$	(186,957	)		22,215,512	$	(0.01	)
Effect of dilutive securities
Convertible notes		31,250			1,250,000
Dilutive shares		-			113,606
Diluted earnings per share
Net loss (1)	$	(155,707	)		23,579,118	$	(0.01	)

(1) Net loss per share is shown as basic loss per share because the underlying dilutive securities have an anti-dilutive effect.

Note 4 – 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 (the “Senior Note”) in the initial principal amount of $8.0 million. The Company used the net proceeds of the Agreement as follows: (i) $4.2 million to repay the Company’s then-existing bank debt which was in the original amount of $6.1 million; (ii) $1,275,000 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 for working capital and 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 (“PIK”) interest of 3% per annum, which is 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. At the end of the third quarter 2022, the Company entered into an amendment to the Agreement changing the required payments of principal beginning in March 2023 from $33,333 per month to $83,333 per month in exchange for lowering the financial covenants and eliminating the excess cash flow requirement. In addition, LIBOR will be replaced with SOFR, as defined in the Agreement. The Senior Note, as amended, requires principal payments of $33,333 in February 2023 and beginning in March 2023 payments of $83,333 per month continuing until maturity.

10

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 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 exercise 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 Agreement), at the Company’s discretion. The Corbel Warrant expires on the sixth anniversary of the date of its issuance.

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 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 especially as a result of the emergence of the Omicron and other variants of COVID-19 in late 2021 and early in 2022. 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-19 which negatively affected the Company’s operations. 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.

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 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 CARES Act enacted to address the economic effects of the pandemic and related shut-down orders imposed on businesses.

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

Noble Roman’s, Inc., an Indiana corporation incorporated in 1972, sells and services franchises and licenses and operates Company-owned stand-alone restaurants and non-traditional foodservice operations under the trade names “Noble Roman’s Craft Pizza & Pub,” “Noble Roman’s Pizza,” “Noble Roman’s Take-N-Bake,” and “Tuscano’s Italian Style Subs.” References in this report to the “Company” are to Noble Roman’s, Inc. and its wholly-owned subsidiaries, unless the context requires otherwise. The Company’s only operating subsidiary is RH Roanoke, Inc., which operates a Company-owned non-traditional location.

11

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 eight more Company-operated locations in 2017, 2018, 2020 and 2021. The Company-operated locations serve as the base for what it sees as a significant potential future growth driver, including additional Company operated locations and franchising its full-service restaurant format to experienced, multi-unit restaurant operators with a track record of success. In 2019 the Company executed an agreement with the first franchise operator, Indiana’s largest Dairy Queen franchisee with 19 franchised Dairy Queen locations at that time. 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.

As discussed elsewhere in this report, the COVID-19 pandemic materially affected the Company’s business and its franchising strategy since the pandemic emerged during the first quarter of 2020.

Noble Roman’s Craft Pizza & Pub

The Noble Roman’s Craft Pizza & Pub format incorporates many of the basic elements first introduced in 1972 but in a modern atmosphere with up-to-date baking technology and equipment to maximize speed, enhance quality and perpetuate the taste customers love and expect from a Noble Roman’s.

The Noble Roman’s Craft Pizza & Pub provides 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 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 Company designed the system to enable fast cook times, with oven speeds running approximately 2.5 minutes for traditional pizzas and 5.75 minutes for Sicilian pizzas. Popular pizza favorites such as pepperoni are options on the menu but also offered is a selection of Craft Pizza & Pub original pizza creations. The menu also features a selection of contemporary and fresh, made-to-order salads and fresh-cooked pasta. The menu also incorporates baked sub sandwiches, hand-sauced wings and a selection of desserts, as well as Noble Roman’s famous Breadsticks with Spicy Cheese Sauce, most of which have been offered in its locations since 1972. In 2022, new salad bars were rolled out over time across all Company-operated restaurants.

Additional enhancements include a glass enclosed “Dough Room” where Noble Roman’s Dough Masters hand make all pizza and breadstick dough from scratch in customer view. 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 many giant screen television monitors for sports and the nostalgic black and white shorts featured in Noble Roman’s since 1972.

12

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 For Non-Traditional Locations

In 1997, the Company started franchising non-traditional locations (a Noble Roman’s pizza operation within some other host business or activity with existing traffic) such as entertainment facilities, hospitals, convenience stores and other types of facilities. These locations utilize the two pizza styles the Company started with in 1972, along with its great tasting, high quality ingredients and menu extensions.

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 cooked sauce made with secret spices and vine-ripened tomatoes in all venues.

· 100% real cheese blended from mozzarella and Muenster, with no additives or extenders.

· 100% real meat toppings, with no soy additives or extenders, a distinction compared to many pizza concepts.

· Vegetables (like onions and green peppers) and mushrooms for pizzas 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 and licensing base.

Business Strategy

The Company is focused on revenue expansion while carefully managing corporate-level overhead expenses. The Company refocused its development plans toward selling more non-traditional franchises as a result of the pandemic coming to an end and the owners of non-traditional locations becoming more willing to look at expansion options and to invest in their growth. With the sales efforts in the first six months of 2023, the Company generated 43 new franchised units available for opening. During the first six months of 2023, the Company opened 22 new locations with the remaining balance of the locations sold not yet open in various stages of development to be opened. In addition, the Company has a significant pipeline of leads and prospects for future non-traditional franchise sales.

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The initial franchise fees for a Noble Roman’s Pizza non-traditional location or a Craft Pizza & Pub location are as follows:

	Non-Traditional Except Hospitals		Non-Traditional Hospitals		Traditional Stand-Alone
Either a 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 recipes and formulas by third-party manufacturers under contracts between the Company and its various manufacturers. These contracts require the manufacturers to produce ingredients meeting the Company’s specifications and to sell them to Company-approved distributors at prices negotiated between the Company and the manufacturer.

The Company utilizes distributors it has strategically identified in areas across the United States where Company-owned and franchise operations are located. 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 or recipes 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. 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 distributor, and distributes the ingredients to the franchisee/licensee at a price determined by the distributor agreement. Payment terms to the distributor are agreed upon between each franchisee/licensee and the respective distributor.

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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. If any impairment of an individual asset is evident, a charge will be provided to reduce the carrying value to its estimated fair value.

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

	Three months ended June 30,								Six months ended June 30,
Description	2022				2023				2022				2023
Revenue	$	2,503,363	100	%	$	2,373,652	100	%	$	4,786,960	100	%	$	4,463,994	100	%
Cost of sales		523,135	20.9			476,942	20.1			993,408	20.8			928,300	20.8
Salaries and wages		720,537	28.6			652,905	27.5			1,443,494	30.2			1,270,369	28.5
Facility cost including rent, common area and utilities		406,536	16.2			405,768	17.1			800,233	16.7			810,592	18.2
Packaging		85,005	3.4			77,080	3.2			165,743	3.5			149,108	3.3
Delivery fees		39,423	1.6			29,095	1.2			76,347	1.6			60,217	1.3
All other operating expenses		388,253	15.5			383,402	16.1			742,193	15.5			721,428	16.2
Total expenses		2,162,889	86.4			2,025,192	85.3			4,221,418	88.2			3,940,014	88.3
Margin contribution	$	340,474	13.6	%	$	348,460	14.7	%	$	565,542	11.8	%	$	523,980	11.7	%

The following table sets forth the revenue, expense and margin contribution of the Company’s franchising activities and the percentage relationship to its revenue:

	Three months ended June 30,								Six months ended June 30,
Description	2022				2023				2022				2023
Total royalties and fees revenue	$	1,064,363	100	%	$	1,373,533	100	%	$	2,098,607	100	%	$	2,360,876		100	%
Salaries and wages		216,658	20.4			207,604	15.1			410,254	19.6			430,062		18.2
Trade show expense		45,000	4.2			50,920	3.7			135,000	6.4			141,120		6.0
Insurance		99,431	9.3			78,711	5.7			195,281	9.3			169,886		7.2
Travel and auto		40,002	3.8			26,019	1.9			58,809	2.8			58,149		2.5
All other operating expenses (benefit)		82,149	7.7			70,874	5.2			145,251	6.9			(1,234,035	)(1)	(52.3	)
Total expenses		483,240	45.4			434,128	31.6			944,595	45.0			(434,818	)	(18.4	)
Margin contribution	$	581,123	54.6	%	$	939,405	68.4	%	$	1,154,012	55.0	%	$	2,795,693		118.4	%

(1) See Note 1 to the Company’s condensed consolidated financial statements for a discussion of the ERTC, which substantially reduced operating expenses in the first quarter of 2023 but had no effect on the second quarter.

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

	Three months ended June 30,								Six months ended June 30,
Description	2022				2023				2022				2023
Revenue(1)	$	177,115	100	%	$	236,585	100	%	$	310,244	100	%	$	459,965		100	%
Cost of sales		71,076	40.1			87,078	36.8			120,945	39.0			172,580		37.5
Salaries and wages		60,167	34.0			72,892	30.8			112,541	36.3			145,378		31.6
Rent		17,075	9.6			22,760	9.6			29,884	9.6			44,501		9.7
Packaging		5,933	3.3			6,014	2.5			10,732	3.4			13,182		2.9
All other operating expenses (benefit)		15,499	8.8			15,407	6.5			28,524	9.2			(49,661	)(2)	(10.8	)
Total expenses		169,750	95.8			204,150	86.3			302,626	97.5			325,980		70.9
Margin contribution	$	7,365	4.2	%	$	32,434	13.7	%	$	7,618	2.5	%	$	133,985		29.1	%

(1)	The significant increase in revenue was primarily the result of the hospital releasing most of its pandemic restrictions by allowing employees and guests to travel throughout the hospital.
(2)	See Note 1 to the Company’s condensed consolidated financial statements for a discussion of the ERTC, which substantially reduced operating expenses in the first quarter of 2023. Total expenses were reduced by $83,177 as a result of recording the ERTC in the first quarter of 2023 but had no effect on the second quarter.

Results of Operations

Company-Owned Craft Pizza & Pub

The revenue from this venue decreased from $2.5 million to $2.4 million and from $4.8 million to $4.5 million for the respective three-month and six-month periods ended June 30, 2023, compared to the corresponding periods in 2022. The revenue for the periods in 2022 reflected relatively high sales from a few of the locations that opened late in the previous year which the Company can experience immediately following the opening of a new location. Also, sales for April and May were negatively impacted by the economic uncertainty and inflation which affected some consumers’ willingness to dine out.

Cost of sales as a percentage of revenue from this venue decreased from 20.9% to 20.1% for the three-month period and remained approximately constant at 20.8% for the six-month period both ended June 30, 2023 compared to the corresponding periods in 2022. The Company has incurred significant increases in general product costs but was able to offset that with efficiency gained as staffing levels stabilized and employee experience levels increased. Additionally, the Company promoted a lower food cost item during the month of June, had reduced cheese prices in June and made minor improvements to portioning systems that were in place from late March.

Salaries and wages percentage decreased to 27.5% and 28.5% for the respective three-month and six-month periods compared to 28.6% and 30.2% for the corresponding periods in 2022. The cost of salaries and wages as a percentage of revenue for this venue has improved significantly due to the efficiencies gained and implemented and despite the highly competitive environment for both restaurant management and hourly workers has resulted in measurable higher salary and wage rates.

Gross margin contribution as a percentage of revenue for this venue increased to 14.7% from 13.6% for the three-months ended June 30, 2023 compared to the corresponding period in 2022. For the six-month period the gross margin remained approximately the same at 11.8%, as the corresponding period in 2022. Sales were under pressure during January and February 2023 due to several economic factors, including inflation, high gas prices and consumer concerns about the direction of the overall economy.

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Franchising

Total revenue was $1.4 million and $2.4 million for the three-month and six-month periods ended June 30, 2023 compared to $1.06 million and $2.10 million for the comparable periods in 2022, respectively. This is primarily the result of the Company determining to redirect additional staff efforts on the sale of non-traditional franchises while still carefully managing corporate-level overhead expenses. The Company refocused its development plans toward selling more non-traditional franchises as a result of the pandemic and its after effects coming to an end and the determination that owners of non-traditional locations would be more willing to look at expansion options and a willingness to invest in their growth. With the sales efforts in the first six month of this year the Company generated 43 new franchised units available for opening. During the first six months of 2023, the Company opened 22 new locations with the remaining balance of the locations sold and not yet open in various stages of development to be opened. In addition, the Company has a significant pipeline of leads and prospects for future non-traditional franchise sales. The Company believes this growth points to an attractive opportunity for the coming months as the remaining new units already sold opened and the number of interested prospects that the Company has identified.

Salaries, wages, trade show expense, insurance and travel costs were all kept in line with past results and the Company continues to maintain good control over those dollar amounts. However, comparability of other costs and margins is difficult, because of the large reduction of other operating costs in the first quarter of 2023 as a result of recording the ERTC refund. See Note 1 of the Company’s condensed consolidated financial statements above.

The reported margin was 68.4% and 118.4% for the three-month and six-month periods ended June 30, 2023, compared to 54.6% and 55.0% for the comparable periods in 2022, respectively. The increase in margin in the three-month period was the result of new franchise locations and in the six-month period it was the result of those same new locations plus the benefit of the ERTC.

Company-Owned Non-Traditional Location

Gross revenue from this venue was $237,000 and $460,000 during the three-month and six-month periods ended June 30, 2023 compared to $177,000 and $310,000 for the comparable periods in 2022, respectively. The primary reason for the significant increase in revenue during both periods was the withdrawal of certain restrictions placed on hospital locations as a result of the COVID-19 pandemic where hospitals were restricted from having outside visitors and staff inside the hospital restricted from going from one area of the hospital to another.

Total expenses were $204,000 and $326,000 for the three-month and six-month periods ended June 30, 2023 compared to $170,000 and $303,000 for the comparable periods in 2022, respectively. The increase in expenses resulted from the significant increase in revenue, partially offset by the recording of the ERTC in the first quarter of 2023.

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Other Expenses

Depreciation and amortization expense were $95,517 and $191,033 for the three-month and six-month periods ended June 30, 2023 compared to $112,687 and $225,439 for the comparable periods in 2022, respectively. The decrease in depreciation expense was the result of not opening any new corporate-owned locations to date in 2023.

General and administrative expenses were $526,000 and $1,045,000 for the three-month and six-month periods ended June 30, 2023, compared to $540,000 and $1,080,000 for the comparable periods in 2022, respectively. This reflects the Company’s focus on minimizing costs while growing revenue through franchising.

Operating income was $704,361 and $2,230,109 for the three-month and six-month periods ended June 30, 2023 compared to $281,584 and $440,727 for the comparable periods in 2022, respectively. The increase in the second quarter of 2023 over 2022 was a result of growth in the franchising venue while maintaining Craft Pizza & Pub profitability while and keeping overall expenses under control. The six-month period results also benefited from the recognition of the ERTC of $1.46 million in the first quarter of 2023.

Interest expense was $379,000 and $762,000 for the three-month and six-month periods ended June 30, 2023 compared to $348,000 and $690,000 for the comparable periods in 2022, respectively. The primary reason for the increase in both periods was non-cash PIK interest which adds to the principal amount of the Corbel loan outstanding, however that is now being offset by a principal payment each month of $83,333, plus an application of a portion of the ERTC reimbursement received to the early retirement of a portion of the long-term debt.

Liquidity and Capital Resources

The Company’s current ratio was 1.84-to-1 as of June 30, 2023 compared to 1.3-to-1 as of December 31, 2022.

In January 2017, the Company completed the offering of $2.4 million principal amount of promissory notes (the “Notes”) convertible to Common Stock at $0.50 per share and warrants (the “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. In April 2023, the holder of $50,000 principal amount of the subordinated convertible notes were repaid by the Company leaving $575,000 outstanding. These Notes bear interest at 10% per annum, including the Notes which have not been extended, 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 725,000 shares were re-priced to $0.57 per share as a result of the financing completed in February 2020.

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On February 7, 2020, the Company entered into the Agreement with Corbel, pursuant to which the Company issued to Corbel the Senior Note in the initial principal amount of $8.0 million. The Company 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 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, (iii) debt issuance costs; and (iv) the remaining net proceeds were used for working capital and 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 is 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, as amended, requires principal payments of $33,333 in February 2023 and beginning in March 2023 principal payments of $83,333 per month continuing until maturity. At the end of the third quarter 2022, the Company entered into an amendment to the Agreement changing the required payments of principal beginning in March 2023 from $33,333 per month to $83,333 per month in exchange for lowering the financial covenants and eliminating the excess cash flow requirement. In addition, LIBOR will be replaced with SOFR.

See Note 1 to the Company’s condensed consolidated financial statements for discussion of funds received from the ERTC.

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 and pursuing a franchising program for Craft Pizza & Pub restaurants as market conditions allow. The Company intends to refinance its outstanding debt payable to Corbel before maturity in February 2025.

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 and its aftermath, competitive factors and pricing and cost pressures, non-renewal of franchise agreements, shifts in market demand, the success of 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, the outcome of the election of directors at the Company’s 2023 annual meeting of shareholders (as discussed under “Part II-Other Information”), general economic conditions, changes in demand for the Company’s products or franchises, the Company’s ability to service its loans, the acceptance of the amended federal Form 941 returns relating to the ERTC, the impact of franchise regulation, the success or failure of individual franchisees and inflation, other changes in prices or supplies of food ingredients and labor and the resolution of litigation arising out of a dispute with a third party purporting to nominate a candidate for director at the 2023 annual meeting, as well as the factors discussed under “Risk Factors” contained in this Company’s Annual Report on Form 10-K for the year ended December 31, 2022. 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. If activist stockholder activities ensue, our business could be adversely impacted.

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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 December 31, 2022, the Company had outstanding variable interest-bearing debt in the aggregate principal amount of $8.4 million. The Company’s current borrowings were at a variable rate tied to LIBOR plus 7.25% 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 $85,000 over the succeeding 12-month period. At the end of the third quarter 2022, the Company entered into an amendment to the Senior Note agreement changing the required payments of principal beginning in March 2023 from $33,333 per month to $83,333 per month in exchange for lowering the financial covenants and eliminating the excess cash flow requirement. In addition, when LIBOR is phased out it will be replaced with SOFR.

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 material litigation against it.

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

None.

ITEM 5. Other Information.

BT Brands, Inc. (“BT Brands”) purported to nominate Gary Copperud for election as a Class III director at the annual meeting in opposition to A. Scott Mobley, President and Chief Executive Officer of Noble Roman’s. Mr. Mobley has been nominated and unanimously endorsed by the Board of Directors. The Company advised BT Brands that its nominee was disqualified because it was not a shareholders of record at the date it submitted its nomination under the Company’s Bylaws. The shareholders may receive proxy solicitation materials from BT Brands including a proxy statement and proxy card. The Board of Directors of the Company recommends to the shareholders that they not return the proxy card. The Company is not responsible for the accuracy of any information provided by or relating to BT Brands contained in any proxy solicitation materials filed or disseminated by, or on behalf of, BT Brands or any other statements that BT Brands or its representatives may have made or otherwise make. The Board, including all of its independent directors, strongly urges the shareholders NOT to sign or return any proxy card sent to them by or on behalf of BT Brands. On August 3, 2023, BT Brands filed a lawsuit in Federal court in Indianapolis alleging its purported nominee had been wrongfully disqualified and the Company had failed to comply with appliable proxy rules, and seeking various relief against the Company and its Board of Directors. The Company believes the lawsuit is entirely without merit and will defend the claims vigorously.

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ITEM 6. Exhibits.

Index to Exhibits

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	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	Description of Registered Securities, dated May 11, 2022, filed as Exhibit 4.1 to the Registrant’s Form 10-Q, is incorporated herein by reference.
4.2	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.

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4.3	Warrant to purchase common stock, dated July 1, 2015, filed as Exhibit 10.11 to the Registrant’s Form 10-Q filed on August 11, 2015, is incorporated herein by reference.
4.4	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.
4.5	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.
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	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.
10.4	Form of 10% Convertible Subordinated Unsecured note filed as Exhibit 10.16 to the Registrant’s Form 10-K filed on March 27, 2017, is incorporated herein by reference.
10.5	Form of Redeemable Common Stock Purchase Class A Warrant filed as Exhibit 10.21 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 33-217442) on April 25, 2017, is incorporated herein by reference.
10.6	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.
10.7	Amendment to the Senior Secured Promissory Note and Warrant Purchase Agreement and Other Note Documents and Waiver, dated as of September 29, 2022, by and among Registrant and Corbel Capital Partners SBIC, L.P. dated September 29, 2022, filed herewith.
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	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, INC.
Date: August 9, 2023	By:	/s/ Paul W. Mobley
	Paul W. Mobley, Executive Chairman,
	Chief Financial Officer and Principal
	Accounting Officer (Authorized Officer and Principal Financial Officer)

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EX-31.1

EXHIBIT 31.1

I, A. Scott Mobley, certify that:

1.		I have reviewed this quarterly report on Form 10-Q of Noble Roman’s, Inc.;
2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.		The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.		The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2023	By:	/s/ A. Scott Mobley
		A. Scott Mobley
		President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

I, Paul W. Mobley, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Noble Roman’s, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2023	By:	/s/ Paul W. Mobley
		Paul W. Mobley
		Executive Chairman and Chief Financial Officer

EX-31.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Noble Roman’s, Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, A. Scott Mobley, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ A. Scott Mobley

A. Scott Mobley

President and Chief Executive Officer

of Noble Roman’s, Inc.

August 9, 2023

EX-31.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Noble Roman’s, Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paul W. Mobley, Executive Chairman and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Paul W. Mobley

Paul W. Mobley

Executive Chairman and Chief Financial

Officer of Noble Roman’s, Inc.

August 9, 2023

XML

Cover - shares	6 Months Ended
	Jun. 30, 2023	Aug. 04, 2023
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, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Entity Common Stock Shares Outstanding		22,215,512
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
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

XML

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 685,977	$ 785,522
Employee Retention Tax Credit Receivable	1,460,444	0
Accounts receivable - net	805,924	824,091
Inventories	1,005,265	997,868
Prepaid expenses	410,710	424,822
Total current assets	4,368,320	3,032,303
Property and equipment:
Equipment	4,363,377	4,351,558
Leasehold improvements	3,127,880	3,116,030
Construction and equipment in progress	68,858	63,097
Property, Plant and Equipment, Gross	7,560,115	7,530,685
Less accumulated depreciation and amortization	3,008,510	2,817,477
Net property and equipment	4,551,605	4,713,208
Deferred tax asset	3,100,651	3,374,841
Deferred contract cost	943,109	934,036
Goodwill	278,466	278,466
Operating lease right of use assets	5,305,701	5,660,155
Other assets including long-term portion of receivables-net	389,641	350,189
Total assets	18,937,493	18,343,198
Current liabilities:
Accounts payable and accrued expenses	572,081	650,582
Current portion of operating lease liability	799,164	799,164
Current portion of Corbel loan payable	1,000,000	866,667
Total current liabilities	2,371,245	2,316,413
Long-term obligations:
Term loan payable to Corbel	7,190,510	7,470,900
Corbel warrant value	29,037	29,037
Convertible notes payable	575,000	622,864
Operating lease liabilities - net of short-term portion	4,755,296	5,103,286
Deferred contract income	943,109	934,036
Total long-term liabilities	13,492,952	14,160,123
Stockholders' equity:
Common stock - no par value (40,000,000 shares authorized, 22,215,512 issued and outstanding as of December 31, 2022 and as of June 30, 2023)	24,832,525	24,819,736
Accumulated deficit	(21,759,227)	(22,953,074)
Total stockholders' equity	3,073,298	1,866,662
Total liabilities and stockholders' equity	$ 18,937,495	$ 18,343,198

XML

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Condensed Consolidated Balance Sheets
Common Stock, Par Value	$ 0.00	$ 0.00
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

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue:
Restaurant revenue - company-owned Craft Pizza & Pub	$ 2,373,652	$ 2,503,363	$ 4,463,994	$ 4,786,960
Restaurant revenue -company-owned non-traditional	236,585	177,115	459,965	310,244
Franchising revenue	1,373,533	1,064,363	2,360,875	2,098,608
Administrative fees and other	8,674	5,051	15,413	19,267
Total revenue	3,992,444	3,749,892	7,300,247	7,215,079
Operating expenses:
Restaurant expenses - company-owned Craft Pizza & Pub	2,025,193	2,162,889	3,940,014	4,221,418
Restaurant expenses - company-owned non-traditional	204,150	169,750	325,980	302,626
Franchising expenses (benefit)	436,914	483,240	(432,031)	944,595
Total operating expenses	2,666,257	2,815,879	3,833,963	5,468,639
Depreciation and amortization	95,517	112,687	191,033	225,439
General and administrative expenses	526,309	539,742	1,045,140	1,080,274
Total expenses	3,288,083	3,468,308	5,070,136	6,774,352
Operating income	704,361	281,584	2,230,111	440,727
Interest expense	378,785	347,717	762,074	689,597
Income (loss) before income taxes	325,576	(66,133)	1,468,037	(248,870)
Income tax (benefit)	0	(15,872)	274,190	(61,913)
Net income (loss)	$ 325,576	$ (50,261)	$ 1,193,847	$ (186,957)
Earnings per share - basic:
Net income (loss)	$ 0.02	$ 0.00	$ 0.05	$ (0.01)
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)	$ 0.01	$ 0.00	$ 0.05	$ (0.01)
Weighted average number of common shares outstanding1	23,498,764	23,579,118	23,498,764	23,579,118

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Condensed Consolidated Statements of Changes in Stockholders Equity (Unaudited) - USD ($)	Total	Common Stock	Accumulated Deficit [Member]
Balance, shares at Dec. 31, 2021		22,215,512
Balance, amount at Dec. 31, 2021	$ 2,894,564	$ 24,791,568	$ (21,897,004)
Net loss for six months ended June 30, 2022	(186,957)		(186,957)
Amortization of value of employee stock options	16,111	$ 16,111
Balance, shares at Jun. 30, 2022		22,215,512
Balance, amount at Jun. 30, 2022	2,723,718	$ 24,807,679	(22,083,961)
Balance, shares at Mar. 31, 2022		22,215,512
Balance, amount at Mar. 31, 2022	2,765,491	$ 24,799,191	(22,033,700)
Net loss for six months ended June 30, 2022	(50,261)		(50,261)
Amortization of value of employee stock options	8,488	$ 8,488
Balance, shares at Jun. 30, 2022		22,215,512
Balance, amount at Jun. 30, 2022	2,723,718	$ 24,807,679	(22,083,961)
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 loss for six months ended June 30, 2022	1,193,847		1,193,847
Amortization of value of employee stock options	12,789	$ 12,789
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 loss for six months ended June 30, 2022	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)

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Condensed Consolidated Statements of Cash Flows (Unaudited)
Net income (loss)	$ 325,576	$ (50,261)	$ 1,193,847	$ (186,957)
Adjustments to reconcile net income (loss) to net cash Provided by operating activities:
Depreciation and amortization	211,530	236,802	425,568	471,613
Amortization of lease costs in excess of cash paid	2,997	4,462	6,464	(10,561)
Deferred (benefit) income taxes	0	(15,872)	274,190	(61,913)
(Increase) decrease in:
Employee Retention Tax Credit	0	0	(1,460,444)	0
Accounts receivable	45,301	(145,920)	18,167	(127,824)
Inventories	1,424	5,838	(7,397)	(525)
Prepaid expenses	(9,341)	(8,992)	14,110	(35,297)
Other assets	(12,030)	(7,688)	(39,452)	(74,095)
Increase (decrease) in:
Accounts payable and accrued expenses	(26,668)	132,282	(78,501)	165,944
NET CASH PROVIDED BY OPERATING ACTIVITIES	538,789	150,651	346,552	161,507
INVESTING ACTIVITIES
Purchase of property and equipment	(16,094)	(58,349)	(29,430)	(524,731)
NET CASH USED IN INVESTING ACTIVITIES	(16,094)	(58,349)	(29,430)	(524,731)
FINANCING ACTIVITIES
Payment of principal on convertible notes	(50,000)	0	(50,000)	0
Payment of principal on Corbel loan	(250,000)	0	(366,667)	0
NET CASH (USED) IN FINANCING ACTIVITIES	(300,000)	0	(416,667)	0
Increase (decrease) in cash	222,695	92,302	(99,545)	(363,224)
Cash at beginning of period	463,283	807,987	785,523	1,263,513
Cash at end of period	685,978	900,289	685,978	900,289
Supplemental schedule of investing and financing activities
Cash paid for interest	$ 269,167	$ 232,088	$ 540,327	$ 459,533

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Basis of Presentation and Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

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, 2022 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, 2023 are not necessarily indicative of the results to be expected for the full year ending December 31, 2023.

Significant Accounting Policies

The Employee Retention Tax Credit (“ERTC”) is a refundable tax credit that the Company was eligible to apply for based on qualified wages paid to employees. The program was introduced on March 27, 2020 in the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) to incentivize employers to keep their employees on their payroll during the pandemic and economic shutdown. The credit applies to all qualified wages, including certain health plan expenses, paid during the period in which the operations were fully or partially suspended due to a government shutdown order or where there was significant decline in gross receipts.

During the first quarter of 2023 the Company determined that it was entitled to an ERTC of $1.718 million and submitted amended federal Form 941 returns for the last three quarters of 2020 and the first two quarters of 2021 for both Noble Roman’s, Inc. (“Noble Roman’s”) and RH Roanoke, Inc. (“Roanoke”) claiming those refunds. The Company recognized an ERTC refund of $1.460 million, net of related expense of $258,000 in the first quarter of 2023. During July 2023, the Company received refunds for Roanoke for all five quarters and Noble Roman’s received all three quarters of 2020 and the second quarter of 2021. In total, in July 2023 the Company received payments of $1.16 million plus interest. If the Company receives the amount applied for the first quarter of 2021 for Noble Roman’s, it will have received $1.54 million net of commissions, or about $80,000 more than the amount accounted for in the first quarter of 2023.

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

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Royalties and Fees

6 Months Ended

Jun. 30, 2023

Royalties and Fees

Royalties And Fees

Note 2 – Royalties and fees included initial franchise fees of $237,000 for the three-month period ended June 30, 2023, and $60,000 for the three-month period ended June 30, 2022. Royalties and fees included equipment commissions of $28,904 for the three-month period ended June 30, 2023, and $20,800 for the three-month period ended June 30, 2022. Royalties and fees, including amortized initial franchise fees and equipment commissions, were $1.4 million for the three-month period ended June 30, 2023, and $1.1 million for the three-month period ended June 30, 2022. 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 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 franchise fees and contract costs initially incurred and paid approximate the relative amortized franchise fees and contract costs for those same periods.

At December 31, 2022 and June 30, 2023, the carrying value of the Company’s franchise receivables have been reduced to anticipated realizable value. As a result of this reduction of carrying value, the Company anticipates that substantially all of its accounts receivables reflected on the consolidated balance sheets as of December 31, 2022 and June 30, 2023, will be collected.

During the six-month period ended June 30, 2023 there were 22 new outlets opened and three outlets closed.

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Earnings (Loss) per Share

6 Months Ended

Jun. 30, 2023

Earnings (Loss) per Share

Earnings (loss) Per Share

Note 3. 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, 2023:

	Three Months Ended June 30, 2023
	Income		Shares		Per-Share
	(Numerator)		(Denominator)		Amount
Net income	$	325,576		22,215,512	$	0.02
Effect of dilutive securities
Convertible notes		14,375		1,150,000
Dilutive shares		-		133,252
Diluted earnings per share
Net income	$	339,951		23,498,764	$	0.01

	Six Months Ended June 30, 2023
	Income		Shares		Per-Share
	(Numerator)		(Denominator)		Amount
Net income	$	1,193,845		22,215,512	$	0.05
Effect of dilutive securities
Convertible notes		30,000		1,150,000
Dilutive shares		-		133,252
Diluted earnings per share
Net income	$	1,223,845		23,498,764	$	0.05

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, 2022:

	Three Months Ended June 30, 2022
	Income			Shares		Per-Share
	(Numerator)			(Denominator)		Amount
Net loss	$	(50,261	)		22,215,512	$	0.00
Effect of dilutive securities
Convertible notes		15,625			1,250,000
Dilutive shares		-			113,606
Diluted earnings per share
Net loss (1)	$	(34,640	)		23,579,118	$	0.00

	Six Months Ended June 30, 2022
	Income			Shares		Per-Share
	(Numerator)			(Denominator)		Amount
Net loss	$	(186,957	)		22,215,512	$	(0.01	)
Effect of dilutive securities
Convertible notes		31,250			1,250,000
Dilutive shares		-			113,606
Diluted earnings per share
Net loss (1)	$	(155,707	)		23,579,118	$	(0.01	)

(1) Net loss per share is shown as basic loss per share because the underlying dilutive securities have an anti-dilutive effect.

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Notes Payable

6 Months Ended

Jun. 30, 2023

Notes Payable

Notes Payable

Note 4 – 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 (the “Senior Note”) in the initial principal amount of $8.0 million. The Company used the net proceeds of the Agreement as follows: (i) $4.2 million to repay the Company’s then-existing bank debt which was in the original amount of $6.1 million; (ii) $1,275,000 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 for working capital and 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 (“PIK”) interest of 3% per annum, which is 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. At the end of the third quarter 2022, the Company entered into an amendment to the Agreement changing the required payments of principal beginning in March 2023 from $33,333 per month to $83,333 per month in exchange for lowering the financial covenants and eliminating the excess cash flow requirement. In addition, LIBOR will be replaced with SOFR, as defined in the Agreement. The Senior Note, as amended, requires principal payments of $33,333 in February 2023 and beginning in March 2023 payments of $83,333 per month continuing until maturity.

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 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 exercise 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 Agreement), at the Company’s discretion. The Corbel Warrant expires on the sixth anniversary of the date of its issuance.

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 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 especially as a result of the emergence of the Omicron and other variants of COVID-19 in late 2021 and early in 2022. 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-19 which negatively affected the Company’s operations. 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.

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 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 CARES Act enacted to address the economic effects of the pandemic and related shut-down orders imposed on businesses.

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Basis of Presentation and Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2023

Basis of Presentation and Summary of Significant Accounting Policies

Significant Accounting Policies

The Employee Retention Tax Credit (“ERTC”) is a refundable tax credit that the Company was eligible to apply for based on qualified wages paid to employees. The program was introduced on March 27, 2020 in the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) to incentivize employers to keep their employees on their payroll during the pandemic and economic shutdown. The credit applies to all qualified wages, including certain health plan expenses, paid during the period in which the operations were fully or partially suspended due to a government shutdown order or where there was significant decline in gross receipts.

During the first quarter of 2023 the Company determined that it was entitled to an ERTC of $1.718 million and submitted amended federal Form 941 returns for the last three quarters of 2020 and the first two quarters of 2021 for both Noble Roman’s, Inc. (“Noble Roman’s”) and RH Roanoke, Inc. (“Roanoke”) claiming those refunds. The Company recognized an ERTC refund of $1.460 million, net of related expense of $258,000 in the first quarter of 2023. During July 2023, the Company received refunds for Roanoke for all five quarters and Noble Roman’s received all three quarters of 2020 and the second quarter of 2021. In total, in July 2023 the Company received payments of $1.16 million plus interest. If the Company receives the amount applied for the first quarter of 2021 for Noble Roman’s, it will have received $1.54 million net of commissions, or about $80,000 more than the amount accounted for in the first quarter of 2023.

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

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Earnings (Loss) per Share (Tables)

6 Months Ended

Jun. 30, 2023

Earnings (Loss) per Share

Basic And Diluted Earnings (loss) Per Share

	Three Months Ended June 30, 2023
	Income		Shares		Per-Share
	(Numerator)		(Denominator)		Amount
Net income	$	325,576		22,215,512	$	0.02
Effect of dilutive securities
Convertible notes		14,375		1,150,000
Dilutive shares		-		133,252
Diluted earnings per share
Net income	$	339,951		23,498,764	$	0.01

	Six Months Ended June 30, 2023
	Income		Shares		Per-Share
	(Numerator)		(Denominator)		Amount
Net income	$	1,193,845		22,215,512	$	0.05
Effect of dilutive securities
Convertible notes		30,000		1,150,000
Dilutive shares		-		133,252
Diluted earnings per share
Net income	$	1,223,845		23,498,764	$	0.05

	Three Months Ended June 30, 2022
	Income			Shares		Per-Share
	(Numerator)			(Denominator)		Amount
Net loss	$	(50,261	)		22,215,512	$	0.00
Effect of dilutive securities
Convertible notes		15,625			1,250,000
Dilutive shares		-			113,606
Diluted earnings per share
Net loss (1)	$	(34,640	)		23,579,118	$	0.00

	Six Months Ended June 30, 2022
	Income			Shares		Per-Share
	(Numerator)			(Denominator)		Amount
Net loss	$	(186,957	)		22,215,512	$	(0.01	)
Effect of dilutive securities
Convertible notes		31,250			1,250,000
Dilutive shares		-			113,606
Diluted earnings per share
Net loss (1)	$	(155,707	)		23,579,118	$	(0.01	)

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Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative)	6 Months Ended
	Jun. 30, 2023 USD ($)
Basis of Presentation and Summary of Significant Accounting Policies
Federal grant on Employee Retention Tax Credit	$ 1,718,000
Maximum annual per employee credit	80,000
Interest payments	1,160,000
Net benefit or refund on Employee Retention Tax Credit	1,460,000
Net of commissions	1,540,000
Expenses deducted on Employee Retention Tax Credit	$ 258,000

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Royalties and Fees (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Number of franchises/licenses in operation	$ 1,400,000	$ 1,100,000
Equipment Commission
Royalties And Fees	28,904	20,800
Amortized Initial Franchise Fees and Equipment Commissions
Royalties And Fees	$ 237,000	$ 60,000

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Earnings (Loss) per Share (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Net income (loss)	$ 325,576	$ (50,261)	$ 1,193,845	$ (186,957)
Weighted Average Number Of Common Shares Outstanding, Basic	22,215,512	22,215,512	22,215,512	22,215,512
Weighted Average Number Of Common Shares Outstanding	23,498,764	23,579,118	23,498,764	23,579,118
Dilutive shares	0	0	0	0
Earnings Per Share, Basic	$ 0.02	$ 0.00	$ 0.05	$ (0.01)
Net Income (loss)	$ 0.01	$ 0.00	$ 0.05	$ (0.01)
Diluted Earnings Per Share Net Loss	$ 339,951	$ (34,640)	$ 1,223,845	$ (155,707)
Shares Denominator	133,252	113,606	133,252	113,606
Convertible Note Payable
Effect Of Dilutive Securities	$ 14,375	$ 15,625	$ 30,000	$ 31,250
Shares Denominator	1,150,000	1,250,000	1,150,000	1,250,000

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Note payable (Details Narrative)	Feb. 07, 2020 USD ($) $ / shares shares
Tranche 1 [Member]
Purchase Shares Of Common Stock | shares	1,200,000
Exercise Price | $ / shares	$ 0.57
Trading Price Per Share | $ / shares	$ 1.40
Tranche 2 [Member]
Purchase Shares Of Common Stock | shares	900,000
Exercise Price | $ / shares	$ 0.72
Trading Price Per Share | $ / shares	$ 1.50
Tranche 3 [Member]
Purchase Shares Of Common Stock | shares	150,000
Exercise Price | $ / shares	$ 0.97
Secured Promissory Note [Member]
Purchase Shares Of Common Stock | shares	2,250,000
Note Payable Principle Amount | $	$ 33,333
Bank Loan | $	8,000,000.0
Original Amount | $	$ 6,100,000
Desription of amendment to the Agreement changing	the Company entered into an amendment to the Agreement changing the required payments of principal beginning in March 2023 from $33,333 per month to $83,333 per month in exchange for lowering the financial covenants and eliminating the excess cash flow requirement. In addition, LIBOR will be replaced with SOFR, as defined in the Agreement. The Senior Note, as amended, requires principal payments of $33,333 in February 2023 and beginning in March 2023 payments of $83,333 per month continuing until maturity
Repayments Of Senior Debt | $	$ 4,200,000
Convertible Debt | $	$ 1,275,000
Interest Rate Per Annum	3.00%
Interest Rate	7.75%
Maturity Date	Feb. 07, 2025