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, 2022

Commission file number: 0-11104

(317) 634-3377

(Registrant's telephone number, including area code)

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

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.

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 5, 2022, 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:

Noble Roman's, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

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

Noble Roman’s, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

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

Noble Roman’s, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in

Stockholders’ Equity

(Unaudited)

Three Months Ended June 30, 2022:

Three Months Ended June 30, 2021:

Three Months Ended June 30, 2021:

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

Noble Roman’s, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

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

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

General Information

Noble Roman’s, Inc., an Indiana corporation incorporated in 1972, sells and services franchises and licenses and operates Company-owned foodservice locations for 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 two wholly-owned subsidiaries, Pizzaco, Inc. and RH Roanoke, Inc., unless the context requires otherwise.  Pizzaco, Inc. currently does not own any locations and has no income or expense.  RH Roanoke, Inc. operates a Company-owned non-traditional location.

The Company has been operating, franchising and licensing Noble Roman’s Pizza operations in a variety of stand-alone and non-traditional locations across the country since 1972.  Its first Craft Pizza & Pub location opened in January 2017 as a Company-operated restaurant in a northern suburb of Indianapolis, Indiana.  Since then, the Company opened a total of eight more Company-operated locations, with two additional locations now in the site procurement stage.  The Company-operated locations serve as the base for franchising which it sees as a strong potential future growth driver.  In 2019, the Company executed an agreement with the first such operator, Indiana’s largest Dairy Queen franchisee with 19 franchised Dairy Queen locations at the 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.  In the second quarter of 2022 the Company completed planning and development for a new generation Craft Pizza & Pub which will be smaller, easier to operate and requiring less initial investment, factors which the Company believes could broaden the appeal of the concept to a greater franchising audience.

As discussed above under “Impact of COVID-19 Pandemic” the COVID-19 pandemic materially affected the Company’s business since the first quarter of 2020.

Noble Roman’s Craft Pizza & Pub

The Noble Roman’s Craft Pizza & Pub utilizes many of the basic elements first introduced in 1972 but in a modern atmosphere with up-to-date systems 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. Traditional pizza favorites such as pepperoni are options on the menu but also offered is a selection of Craft Pizza & Pub original specialty pizza creations.  The menu also features a selection of contemporary and fresh, made-to-order salads, a salad bar and fresh-cooked pasta.  The menu also incorporates baked sub sandwiches, hand-sauced boneless wings and a selection of desserts, as well as Noble Roman’s famous Breadsticks with Spicy Cheese Sauce, which have been offered in its locations since 1972.

Additional enhancements include a glass enclosed “Dough Room” where Noble Roman’s Dough Masters hand 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 historically featured in Noble Roman’s.

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

Noble Roman’s Pizza For Non-Traditional Locations

In 1997, the Company started franchising non-traditional locations (a Noble Roman’s pizza operation within some other business or activity that has 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, 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. 

Business Strategy

The Company is focused on revenue expansion while continuing to minimize corporate-level overhead.  To accomplish this the Company will continue developing, owning and operating Craft Pizza & Pub locations and franchising to qualified franchisees.  At the same time, the Company will continue to focus on franchising/licensing for non-traditional locations by franchising primarily to convenience stores and entertainment centers. 

The initial franchise fees are as follows:

(1)  With the sale of multiple traditional stand-alone franchises to a single franchisee, the franchise fee for the first unit is $30,000, the franchise fee for the second unit is $25,000 and the franchise fee for the third unit and any additional unit is $20,000.

The franchise fees are paid upon signing the franchise agreement and, when paid, are non-refundable in consideration of the administration and other expenses incurred by the Company in granting the franchises and for the lost and/or deferred opportunities to grant such franchises to any other party.

The Company’s proprietary ingredients are manufactured pursuant to the Company’s specifications, recipes or formulas by third-party manufacturers under contracts between the Company and its various manufacturers.  These contracts require the manufacturers to produce ingredients meeting the Company’s specifications and to sell them to Company-approved distributors at prices negotiated between the Company and the manufacturer.

The Company utilizes distributors it has strategically identified across the United States.  The distributor agreements require the distributors to maintain adequate inventories of all ingredients necessary to meet the needs of the Company’s franchisees and licensees in their distribution areas for weekly deliveries.

Business Operations

Distribution

The Company’s proprietary ingredients are manufactured pursuant to the Company’s specifications 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 locations and to its grocery store distributors in their respective territories.  Each of the primary distributors purchases the ingredients from the manufacturers at prices negotiated between the Company and the manufacturers, but under payment terms agreed upon by the manufacturers and the 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. 

Financial Summary

The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.  Actual results may differ from those estimates.  The Company periodically evaluates the carrying value of its assets, including property, equipment and related costs, accounts receivable and deferred tax assets, to assess whether any impairment indications are present due to (among other factors) recurring operating losses, significant adverse legal developments, competition, changes in demand for the Company’s products or changes in the business climate which affect the recovery of recorded value.  If any impairment of an individual asset is evident, a charge will be provided to reduce the carrying value to its estimated fair value.

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

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

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

Results of Operations

Company-Owned Craft Pizza & Pub

The revenue from this venue increased from $2.26 million to $2.50 million and from $4.37 million to $4.79 million for the respective three-month and six-month periods ended June 30, 2022, compared to the corresponding periods in 2021.  Revenue reflected the opening of additional Craft Pizza & Pub restaurants in October and December 2021, respectively, but that increase was partially offset by the impact of the Omicron variant of COVID-19 especially in January and February 2022.           

Cost of sales as a percentage of revenue from this venue remained approximately the same at 20.9% and 20.8%, respectively, for the three-month and six-month periods ended June 30, 2022 compared to the corresponding periods in 2021.  The Company incurred significant increases in product cost but was able to offset that with menu price increases and efficiency gained as staffing levels stabilized and employee experience levels increased.   

Salaries and wages were 28.6% and 30.2% for the respective three-month and six-month periods compared to 28.4% and 19.9% for the corresponding periods in 2021. The cost of salaries and wages as a percentage of revenue for this venue have increased significantly due to the competitive environment for available labor caused by the general shortness of available labor in 2022, only partially offset by menu price increases.  For the six months ended June 30, 2021 salaries and wages represented 19.9% of revenue which reflected the PPP loan/grant used in part to reimburse the Company $370,832 of payroll costs in the first quarter 2021.      

Gross margin contribution as a percentage of revenue for this venue was 13.6% and 11.8% compared to 14.5% and 27.6% for the three-month and six-month periods ended June 30, 2022, respectfully, compared to the corresponding periods last year.  The reduction in margin for the three-month period ended June 30, 2022 compared to the corresponding period in 2021 was primarily the result of general inflation increasing utility costs, packaging and other operating costs only partially offset by menu price increases.  The 11.8% margin in the six-month period ended June 30, 2022 reflected the significant decline in sales during January and February due to the rapid spread of the Omicron virus during the period December 2021 through February 2022.  That margin also reflected the general inflationary pressures as described above in the three-month period. The margin of 27.6% in the six-month period ended 2021 reflected the expenses which were partially reimbursed from the PPP loan/grant in February 2021. 

Franchising

Total revenue was $1.06 million and $2.10 million for the three-month and six-month periods ended June 30, 2022 compared to $1.20 million and $2.25 million for the comparable periods in 2021, respectively.  Franchising had a significant loss of sales during the COVID pandemic primarily because of closures of many host locations in different parts of the country which closed due to government regulations.  The revenue has been gradually increasing again due to the opening of new locations and on a sequential quarter basis revenue from this venue increased from $1,013,000 in the three-month ended December 31, 2021, to $1,034,000 in the three-months ended March 31, 2022 and to $1,064,000 in the three-months ended June 30, 2022, respectively.  That trend is expected to continue and increase as a result of new openings in July 2022 and anticipated openings during the balance of 2022. 

Salaries and wages, trade show expense, insurance and other operating costs as a percentage of revenue from this venue were 45.4% and 45.0% for the three-month and six-month periods ended June 30, 2022 compared to 40.2% and 36.5%, respectively, for the corresponding periods in 2021.  The 36.5% for total expenses in the six-months ended June 30, 2021 reflected the reduction of payroll and other expenses partially reimbursed by the PPP loan/grant in February 2021, but which was partially offset in the six months ended June 30, 2022 by a reduction in trade show cost as a result of doing fewer trade shows.

Margin was 54.6% and 55.0% for the three-month and six-month periods ended June 30, 2022, compared to 59.8% and 63.5% for the comparable periods in 2021, respectively.  The decrease in margin was largely the result of the decrease in revenue.  As explained above the revenue decreased due to the closure of locations throughout the country during the COVID-19 pandemic as a result of government regulations.  That revenue decrease is gradually being overcome by the opening of new locations, as explained above.

Company-Owned Non-Traditional Locations

Gross revenue from this venue was $177,000 and $310,000 during the three-month and six-month periods ended June 30, 2022 compared to $117,000 and $233,000 for the comparable periods in 2021, respectively.   The primary reason for the increase during both periods was the withdrawal of certain restrictions placed on hospital locations as a result of the COVID-19 pandemic as a result of which hospitals were restricted from having outside visitors and staff inside the hospital restricted from going from one area of the hospital to another.  The Company does not intend to operate any more Company-owned non-traditional locations except the one location that it is currently operating. 

Total expenses were $170,000 and $303,000 for the three-month and six-month periods ended June 30, 2022 compared to $119,000 and $208,000 for the comparable periods in 2021, respectively.  The primary reason for the increase in both periods was the increase in revenue as a result of lifting restrictions on the hospital due to the COVID-19 pandemic, as explained above. 

Corporate Level Results of Operations

Depreciation and amortization were $112,687 and $225,439 for the three-month and six-month periods ended June 30, 2022 compared to $142,133 and $306,849 for the comparable periods in 2021, respectively.  The depreciation decrease was the result of not opening any new corporate-owned locations to date in 2022.

General and administrative expenses were $540,000 and $1.08 million for the three-month and six-month periods ended June 30, 2022, compared to $482,000 and $780,000 for the comparable periods in 2021, respectively.  The primary reason for the increase was a partial reimbursement of certain qualifying expenses through the February 2021 PPP loan/grant and the hiring of an outside investor relations consultant.

Operating income was $282,000 and $441,000 for the three-month and six-month periods ended June 30, 2022 compared to $424,000 and $1.6 million for the comparable periods in 2021, respectively. The primary reason for the decrease was the $940,000 PPP loan/grant in February 2021. 

Interest expense was $348,000 and $690,000 for the three-month and six-month periods ended June 30, 2022 compared to $339,000 and $673,000 for the comparable periods in 2021, respectively.  The primary reason for the increase in both periods was a result of the non-cash PIK interest which adds to the principal amount of the Corbel loan outstanding.

Net loss was $50,000 and $187,000 for the three-month and six-month periods ended June 30, 2022, compared to net income$85,000 and $913,000 for the comparable periods in 2021, respectively.  The primary reason for the decrease was the $940,000 PPP loan/grant in February 2021 which was partially offset by a decrease in revenue from franchising and an increase in revenue from Company-owned Craft Pizza & Pub locations.

Liquidity and Capital Resources

The Company’s strategy is to grow its business by concentrating on franchising/licensing non-traditional locations, franchising its updated stand-alone concept, Craft Pizza & Pub, and operating Company-owned Craft Pizza & Pub restaurants. The Company added new Company-operated Craft Pizza & Pub locations in January and November of 2017, January and June of 2018, March, October and December of 2020, and October and December of 2021.  

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

The Company’s current ratio was 2.12-to-1 as of June 30, 2022, compared to 2.3-to-1 as of December 31, 2021.   

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

On February 7, 2020, the Company entered into the Agreement, pursuant to which the Company issued to the purchaser the Senior Note in the initial principal amount of $8.0 million. The Company has used the net proceeds of the Agreement as follows: (i) $4.2 million to repay the Company’s then-existing bank debt which were 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) debt issuance costs; and (iv) the remaining net proceeds for working capital or other general corporate purposes, including development of new Company-owned Craft Pizza & Pub locations.

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

On February 5, 2021, the Company received an additional loan of $940,734 under the PPP.  The Company used the proceeds of this loan for qualifying expenses under the CARES ACT.  On November 19, 2021, the Company received formal notice from the SBA that the entire $940,734 loan was forgiven in accordance with the provisions of the CARES ACT.  The Company had already treated the loan as a grant because forgiveness was probable.  

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.

The Company does not anticipate that any of the recently issued accounting pronouncements will have a material impact on its consolidated financial statements.

Forward-Looking Statements

The statements contained above in Management’s Discussion and Analysis concerning the Company’s future revenues, profitability, financial resources, market demand and product development are forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) relating to the Company that are based on the beliefs of the management of the Company, as well as assumptions and estimates made by and information currently available to the Company’s management.  The Company’s actual results in the future may differ materially from those indicated by the forward-looking statements due to risks and uncertainties that exist in the Company’s operations and business environment, including, but not limited to the effects of the COVID-19 pandemic,the availability and cost of hourly and management labor to adequately staff Company-operated and franchise operations, competitive factors and pricing pressures, accelerating inflation and the cost of labor, food items and supplies, non-renewal of franchise agreements, shifts in market demand, the success of new franchise programs, including the Noble Roman’s Craft Pizza & Pub format, the Company’s ability to successfully operate an increased number of Company-owned restaurants, general economic conditions, changes in demand for the Company’s products or franchises, the Company’s ability to service its loans, the impact of franchise regulation, the success or failure of individual franchisees and changes in prices or supplies of food ingredients and labor as well as the factors discussed under “Risk Factors " contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.  Should one or more of these risks or uncertainties materialize, or should underlying assumptions or estimates prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended.

ITEM 3.  Quantitative and Qualitative Disclosures about Market Risk

The Company’s exposure to interest rate risk relates primarily to its variable-rate debt.  As of June 30, 2022, the Company had outstanding variable interest-bearing debt in the aggregate principal amount of $8.6 million.  The Company’s current borrowings are at a variable rate tied to LIBOR plus 7.75% per annum adjusted on a monthly basis.  Based on its current debt structure, for each 1% increase in LIBOR the Company would incur increased interest expense of approximately $87,000 over the succeeding 12-month period.

ITEM 4.  Controls and Procedures

Based on their evaluation as of the end of the period covered by this report, A. Scott Mobley, the Company’s President and Chief Executive Officer, and Paul W. Mobley, the Company’s Executive Chairman and Chief Financial Officer, have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) are effective.  There have been no changes in internal controls over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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 6.   Exhibits.

Index to Exhibits

*Management contract or compensation plan.

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.