Noble Romans Inc 10-Q for FY2025 Q2
Noble Romans Inc (NROM)
About this 10-Q
Noble Romans Inc filed this 10-Q on August 21, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).
Headline figures
Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $4.08M
- up 4.5% from $3.9M a year earlier
- Net income
- $370.88K
- up 552.3% from net income of $56.86K a year earlier
- Diluted EPS
- $0.02
- compared with $0.00 a year earlier
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended
Commission file number:
(Exact name of registrant as specified in its charter) |
| ||
(State or other jurisdiction of organization) |
| (I.R.S. Employer Identification No.) |
|
|
|
| ||
(Address of principal executive offices) |
| (Zip Code) |
(
(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.
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).
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 | ☐ |
☒ | 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
As of August 18, 2025, there were
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
The following unaudited consolidated financial statements are included herein:
The following unaudited consolidated financial statements are included herein:
Consolidated balance sheets as of December 31, 2024 and June 30, 2025 (unaudited) |
| Page 3 |
|
| Page 4 |
| |
| Page 5 |
| |
| Page 6 |
| |
Notes to condensed consolidated financial statements (unaudited) |
| Page 7 |
|
| Page 2 |
| Table of Contents |
Noble Roman’s, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited and Not Reviewed)
Assets |
| December 31, 2024 |
|
| June 30, 2025 |
| ||
Current assets: |
| (not reviewed) |
|
| (not reviewed) |
| ||
Cash |
| $ |
|
| $ |
| ||
Employee Retention Tax Credit Receivable |
|
|
|
|
|
| ||
Accounts receivable - net |
|
|
|
|
|
| ||
Inventories |
|
|
|
|
|
| ||
Prepaid expenses |
|
|
|
|
|
| ||
Total current assets |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Property and equipment: |
|
|
|
|
|
|
|
|
Equipment |
|
|
|
|
|
| ||
Leasehold improvements |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
Less accumulated depreciation and amortization |
|
|
|
|
|
| ||
Net property and equipment |
|
|
|
|
|
| ||
Deferred tax asset |
|
|
|
|
|
| ||
Deferred contract cost |
|
|
|
|
|
| ||
Goodwill |
|
|
|
|
|
| ||
Operating lease right of use assets |
|
|
|
|
|
| ||
Other assets including long-term portion of receivables - net |
|
|
|
|
|
| ||
Total assets |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Equity |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
| $ |
|
| $ |
| ||
Current portion of operating lease liability |
|
|
|
|
|
| ||
Current portion of Corbel loan payable |
|
|
|
|
|
| ||
Warrant liability |
|
|
|
|
|
| ||
Total current liabilities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Long-term obligations: |
|
|
|
|
|
|
|
|
Term loan payable to Corbel net of current portion |
|
|
|
|
|
| ||
Convertible notes payable |
|
|
|
|
|
| ||
Operating lease liabilities - net of short-term portion |
|
|
|
|
|
| ||
Deferred contract income |
|
|
|
|
|
| ||
Total long-term liabilities |
|
|
|
|
|
| ||
Total liabilities |
| $ |
|
| $ |
| ||
See Note 9 regarding Contingencies |
|
|
|
|
|
|
|
|
Stockholders’ equity: |
|
|
|
|
|
|
|
|
Common stock – no par value ( as of June 30, 2025) |
|
|
|
|
|
| ||
Accumulated deficit |
|
| ( | ) |
|
| ( | ) |
Total stockholders’ equity |
|
|
|
|
|
| ||
Total liabilities and stockholders’ equity |
| $ |
|
| $ |
| ||
See accompanying notes to condensed consolidated financial statements (unaudited).
| Page 3 |
| Table of Contents |
Noble Roman’s, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited and Not Reviewed)
|
| Three months ended June 30, |
|
| Six months ended June 30, |
| ||||||||||
|
| (not reviewed) |
|
| (not reviewed) |
| ||||||||||
|
| 2024 |
|
| 2025 |
|
| 2024 |
|
| 2025 |
| ||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Restaurant revenue – company-owned Craft Pizza & Pub |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Restaurant revenue – company-owned non-traditional |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Franchising revenue |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Administrative fees and other |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total revenue |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restaurant expenses – company-owned Craft Pizza & Pub |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Restaurant expenses – company-owned non-traditional |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Franchising expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
| ||||
General and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Defense against activist shareholder |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Operating income |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Change in fair value of warrants |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Income (loss) before income taxes |
|
|
|
|
|
|
|
| ( | ) |
|
|
| |||
Income tax |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net income (loss) |
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share – basic: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
| $ | .00 |
|
| $ | .02 |
|
| $ | (.00 | ) |
| $ | .02 |
|
Weighted average number of common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
| $ | .00 |
|
| $ | .02 |
|
| $ | (.00 | ) |
| $ | .02 |
|
Weighted average number of common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
| ||||
See accompanying notes to condensed consolidated financial statements (unaudited).
| Page 4 |
| Table of Contents |
Noble Roman’s, Inc. and Subsidiaries
Condensed Consolidated Statements of Changes in
Stockholders’ Equity
(Unaudited and Not Reviewed)
|
| Common Stock |
|
| Accumulated |
|
|
|
| |||||||
|
| Shares |
|
| Amount |
|
| Deficit |
|
| Total |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Six Months Ended June 30, 2025: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Balance at December 31, 2024 |
|
|
|
| $ |
|
| $ | ( | ) |
| $ |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income for six months ended June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of value of employee stock options |
|
| - |
|
|
|
|
|
|
|
|
|
| |||
Balance at June 30, 2025 |
|
|
|
| $ |
|
| $ | ( | ) |
| $ |
| |||
Three Months Ended June 30, 2025:
|
| Common Stock |
|
| Accumulated |
|
|
| ||||||||
|
| Shares |
|
| Amount |
|
| Deficit |
|
| Total |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Balance at March 31, 2025 |
|
|
|
| $ |
|
| $ | ( | ) |
| $ |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income for three months ended June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Amortization of value of employee stock options |
|
| - |
|
|
|
|
|
|
|
|
|
| |||
Balance at June 30, 2025 |
|
|
|
| $ |
|
| $ | ( | ) |
| $ |
| |||
|
| Common Stock |
|
| Accumulated |
|
|
| ||||||||
|
| Shares |
|
| Amount |
|
| Deficit |
|
| Total |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Six Months Ended June 30, 2024: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Balance at December 31, 2023 |
|
|
|
| $ |
|
| $ | ( | ) |
| $ |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the six months ended June 30, 2024 |
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of value of employee stock options |
|
| - |
|
|
|
|
|
|
|
|
|
| |||
Balance at June 30, 2024 |
|
|
|
| $ |
|
| $ | ( | ) |
| $ |
| |||
Three Months Ended June 30, 2024:
|
| Common Stock |
|
| Accumulated |
|
|
| ||||||||
|
| Shares |
|
| Amount |
|
| Deficit |
|
| Total |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Balance at March 31, 2024 |
|
|
|
| $ |
|
| $ | ( | ) |
| $ |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income for three months ended June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Amortization of value of employee stock options |
|
| - |
|
|
|
|
|
|
|
|
|
| |||
Balance at June 30, 2024 |
|
|
|
| $ |
|
| $ | ( | ) |
| $ |
| |||
| Page 5 |
| Table of Contents |
Noble Roman’s, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited and Not Reviewed)
|
| Six months ended |
| |||||
|
| June 30, |
| |||||
|
| (not reviewed) |
|
| (not reviewed) |
| ||
OPERATING ACTIVITIES |
| 2024 |
|
| 2025 |
| ||
Net income (loss) |
| $ | ( | ) |
| $ |
| |
Adjustments to reconcile net income (loss) to net cash |
|
|
|
|
|
|
|
|
Provided by operating activities: |
|
|
|
|
|
|
|
|
Change in fair value of warrants |
|
|
|
|
|
| ||
Depreciation and amortization |
|
|
|
|
|
| ||
Amortization of lease costs in excess of cash paid |
|
|
|
|
|
| ||
Deferred income taxes |
|
|
|
|
|
| ||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
(Increase) decrease in: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
|
|
| ( | ) | |
Inventories |
|
| ( | ) |
|
| ( | ) |
Prepaid expenses |
|
|
|
|
| ( | ) | |
Other assets |
|
| ( | ) |
|
| ( | ) |
Decrease in deferred contact cost |
|
| ( | ) |
|
|
| |
Increase (decrease) in: |
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
| ( | ) |
|
| ( | ) |
Decrease (increase) in deferred contract income |
|
|
|
|
| ( | ) | |
NET CASH PROVIDED BY OPERATING ACTIVITIES |
|
|
|
|
|
| ||
INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
Purchase of property and equipment |
|
| ( | ) |
|
| ( | ) |
NET CASH (USED) IN INVESTING ACTIVITIES |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Payment of principal on Corbel loan |
|
| ( | ) |
|
| ( | ) |
NET CASH (USED) IN FINANCING ACTIVITIES |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Decrease in cash |
|
| ( | ) |
|
| ( | ) |
Cash at beginning of period |
|
|
|
|
|
| ||
Cash at end of period |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Supplemental schedule of investing and financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest |
| $ |
|
| $ |
| ||
See accompanying notes to condensed consolidated financial statements (unaudited).
| Page 6 |
| Table of Contents |
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, 2024 (the “2024 Form 10-K”) and should be read in conjunction with the audited consolidated financial statements and the notes thereto included in that report. Unless the context indicates otherwise, references to the “Company” mean Noble Roman’s, Inc. and its subsidiaries.
In the opinion of the management of the Company, the information contained herein reflects all adjustments necessary for a fair presentation of the results of operations and cash flows for the interim periods presented and the financial condition as of the dates indicated, which adjustments are of a normal recurring nature. The results for the three-month and six-month periods ended June 30, 2025 are not necessarily indicative of the results to be expected for the full year ending December 31, 2025.
Effective June 18, 2025, Sassetti LLC resigned as the Company’s principal accountant. The Board of Directors of the Company is evaluating alternative independent accountants to serve as the Company’s auditor for 2025. Accordingly, this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 has not been reviewed by an independent registered public accounting firm in accordance with the rules and regulations of the SEC. As a result, this report is deemed deficient and may not fully comply with all applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder.
The Company expects that once the Board of Directors has retained a new auditor for 2025 and its review is completed, the Company will file with the SEC an amendment to this Form 10-Q to include the reviewed financial statements and any additional disclosures if necessary.
Significant Accounting Policies
During the first quarter of 2023, the Company determined that it is entitled to an Employee Retention Tax Credit (“ERTC”) of $
There have been no significant changes in the Company's accounting policies from those disclosed in the 2024 Form 10-K.
| Page 7 |
| Table of Contents |
Note 2 – Inventory.
Inventory consists of ingredient inventory used to make products in the Company-owned restaurants, marketing materials to sell to franchisees and equipment inventory to be used in future locations. At June 30, 2025 and December 31, 2024, inventory consisted of the following:
|
| As of 12/31/24 |
|
| As of 6/30/25 |
| ||
Ingredient inventory used to make products in company locations |
| $ |
|
| $ |
| ||
Marketing materials |
|
|
|
|
|
| ||
Equipment inventory |
|
|
|
|
|
| ||
Total |
| $ |
|
| $ |
| ||
Note 3 – Royalties and fees included initial franchise fees of $
Deferred contract income and deferred costs were $
At December 31, 2024 and June 30, 2025, the carrying values of the Company’s franchise receivables have been reduced to anticipated realizable value. After considering this reduction of carrying value, the Company anticipates that substantially all of its accounts receivable reflected on the consolidated balance sheet as of June 30, 2025, will be collected.
During the three-month and six-month periods ended June 30, 2025 there were no Company-operated or franchised Craft Pizza & Pub restaurants opened or closed. There were 21 new non-traditional outlets opened and three non-traditional outlets closed during the six-month periods ended June 30, 2025, respectively.
Note 4 – As the Company reported previously, it is pursuing plans for new financing to repay the loan from Corbel Capital Partners SBIC, L.P. (“Corbel”) and to repay the subordinated notes. There can be no assurance that the Company will be able to obtain the financing as planned on favorable terms or at all. However, based on its credit metrics, including its recent and forecasted earnings before interest, taxes and depreciation and amortization, the Company believes it will be able to complete the refinancing before the Corbel loans are due.
| Page 8 |
| Table of Contents |
Note 5 - The following table sets forth the calculation of basic and diluted earnings per share for the three-month periods ended June 30, 2025 and June 30, 2024:
|
| Three Months Ended June 30, 2025 |
| |||||||||
|
| Income (Numerator) |
|
| Shares (Denominator) |
|
| Per-Share Amount |
| |||
Net income |
| $ |
|
|
|
|
| $ |
| |||
Effect of dilutive securities |
|
|
|
|
|
|
|
|
|
|
|
|
Stock option and warrant dilution |
|
|
|
|
|
|
|
|
|
|
| |
Convertible notes |
|
|
|
|
|
|
|
| - |
| ||
Diluted earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
| $ |
|
|
|
|
| $ |
| |||
|
| Three Months Ended June 30, 2024 |
| |||||||||
|
| Income (Numerator) |
|
| Shares (Denominator) |
|
| Per-Share Amount |
| |||
Net income |
| $ |
|
|
|
|
| $ |
| |||
Effect of dilutive securities |
|
|
|
|
|
|
|
|
|
|
|
|
Stock option and warrant dilution |
|
|
|
|
|
|
|
|
|
|
| |
Convertible notes |
|
|
|
|
|
|
|
| - |
| ||
Diluted earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
| $ |
|
|
|
|
| $ |
| |||
The following table sets forth the calculation of basic and diluted earnings (loss) per share for the six-month periods ended June 30, 2025 and June 30, 2024:
|
| Six Months Ended June 30, 2025 |
| |||||||||
|
| Loss (Numerator) |
|
| Shares (Denominator) |
|
| Per-Share Amount |
| |||
Net income |
| $ |
|
|
|
|
| $ |
| |||
Effect of dilutive securities |
|
|
|
|
|
|
|
|
|
|
|
|
Stock and warrant dilution |
|
|
|
|
|
|
|
|
|
|
| |
Convertible notes |
|
|
|
|
|
|
|
| - |
| ||
Diluted earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
| $ |
|
|
|
|
| $ |
| |||
|
| Six Months Ended June 30, 2024 |
| |||||||||
|
| Income (Numerator) |
|
| Shares (Denominator) |
|
| Per-Share Amount |
| |||
Net loss |
| $ | ( | ) |
|
|
|
| $ | ( | ) | |
Effect of dilutive securities |
|
|
|
|
|
|
|
|
|
|
|
|
Stock option and warrant dilution |
|
|
|
|
|
|
|
|
|
|
| |
Convertible notes |
|
|
|
|
|
|
|
| - |
| ||
Diluted earnings (loss) per share |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
| $ | ( | ) |
|
|
|
| $ | ( | ) | |
| Page 9 |
| Table of Contents |
Note 6 – On February 7, 2020, the Company entered into a Senior Secured Promissory Note and Warrant Purchase Agreement (as amended, the “Agreement”) with Corbel pursuant to which, among other things, the Company issued to Corbel a senior secured promissory note (as amended, the “Senior Note”) in the initial principal amount of $
The Senior Note bears cash interest of SOFR, as defined in the Agreement, plus 9.0% with no PIK interest. Interest is payable in arrears on the last calendar day of each month. The Senior Note matures on June 30, 2026. The Senior Note requires principal payments of $
In conjunction with the borrowing under the Senior Note, the Company issued to Corbel a warrant (as amended the “Original Corbel Warrant”) to purchase up to
According to the information provided to the Company in a Schedule 13GA, filed with the SEC on July 25, 2025 by Corbel. Corbel and its affiliates hold warrants to purchase up to
At June 30, 2025, the balance of the Senior Note was comprised of:
Principal |
| $ |
| |
Unamortized Warrant Discount and Loan Closing Cost |
|
|
| |
Carrying Value |
| $ |
|
Note 7 – The Company, from time to time, is or may become involved in litigation or regulatory proceedings arising out of its normal business operations.
Currently, there are no such pending proceedings which the Company considers to be material.
There are no commitments to any key executives or officers beyond an employment agreement with each of the Executive Chairman and Chief Financial Officer and the President and Chief Executive Officer.
Note 8 - The Company evaluated subsequent events through the date of issuing this report and the Company did issue an additional Corbel warrant for the purchase of an additional
| Page 10 |
| Table of Contents |
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, 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.
The Company has been operating and franchising 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 Craft Pizza & Pub 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 by franchising its full-service restaurant format to experienced, multi-unit restaurant operators with a track record of success. In addition to the nine Company-operated Craft Pizza & Pub locations, third-party franchisees opened three franchised locations during 2019 and 2020. Today, in total, there are 12 Craft Pizza & Pub locations in operation.
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. Today the Company is focusing primarily on convenience stores and travel plazas for rapid expansion of its non-traditional franchises. These locations offer traditional Noble Roman’s style pizzas, 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. |
| Page 11 |
| Table of Contents |
| · | 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. |
Revenue from the franchising venue declined in 2021 and early 2022 due to the number of government-forced closures in an attempt to prevent the spread of COVID. The franchising venue was made up of a number of franchises located in all types of entertainment facilities such as bowling centers and family entertainment centers. The regulations varied in different states but for the most part closing orders were in effect for two years after which most of those franchisees did not have the financial means of reopening.
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. The Company continues to focus on selling more non-traditional franchise locations, including several locations with higher-than-average potential volumes. The Company has sold many units yet to be opened and still has a significant pipeline of prospects to expand the number of non-traditional franchise locations in operation.
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 approximately 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 three 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 boneless wings and a selection of desserts, as well as Noble Roman’s famous Breadsticks with Delicious 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.
| Page 12 |
| Table of Contents |
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.
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. With the fast baking times, the entire experience, from order to pick-up can take as little as 12 minutes. The Company’s continued focus on quality service and speed in the Craft Pizza and Pub locations has resulted in May 2025 being the most profitable month of operations on a combined basis since August 2022. In addition, same store sales during the second quarter 2025 increased by 4.6% over the corresponding quarter a year ago.
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 host facilities becoming more willing to look at expansion options and to invest in their growth. The Company has a significant pipeline of leads and prospects for future non-traditional franchise sales as well as a significant number of franchised locations sold but not yet open. The tight control on administrative costs has led to general and administrative expenses of approximately $386,000 in the second quarter of 2025 versus $570,000 in the corresponding quarter in 2024.
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 |
|
The franchise fees are paid upon signing the franchise agreement and recorded in deferred income which begins amortizing into income over the life of the contract from the time the location opens for business and, when paid, are non-refundable in consideration of the administration and other expenses incurred by the Company in granting the franchises.
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.
| Page 13 |
| Table of Contents |
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 in their distribution areas for weekly deliveries to the franchisee. 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 at a price determined by the distributor agreement. Payment terms to the distributor are agreed upon between each franchisee 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. 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 |
| 2024 |
|
| 2025 |
|
| 2024 |
|
| 2025 |
| ||||||||||||||||||||
Revenue |
| $ | 2,222,551 |
|
|
| 100 | % |
| $ | 2,324,459 |
|
|
| 100 | % |
| $ | 4,218,075 |
|
|
| 100 | % |
| $ | 4,343,877 |
|
|
| 100 | % |
Cost of sales |
|
| 463,324 |
|
|
| 20.8 |
|
|
| 479,606 |
|
|
| 20.6 |
|
|
| 880,934 |
|
|
| 20.9 |
|
|
| 895,873 |
|
|
| 20.6 |
|
Salaries and wages |
|
| 627,292 |
|
|
| 28.2 |
|
|
| 624,937 |
|
|
| 26.9 |
|
|
| 1,222,334 |
|
|
| 29.0 |
|
|
| 1,224,088 |
|
|
| 28.2 |
|
Facility cost including rent, common area and utilities |
|
| 391,487 |
|
|
| 17.6 |
|
|
| 417,342 |
|
|
| 17.9 |
|
|
| 780,872 |
|
|
| 18.5 |
|
|
| 828,886 |
|
|
| 19.1 |
|
Packaging |
|
| 66,563 |
|
|
| 3.0 |
|
|
| 76,518 |
|
|
| 3.3 |
|
|
| 129,073 |
|
|
| 3.1 |
|
|
| 144,219 |
|
|
| 3.3 |
|
Delivery fees |
|
| 64,424 |
|
|
| 2.9 |
|
|
| 41,079 |
|
|
| 1.8 |
|
|
| 101,484 |
|
|
| 2.4 |
|
|
| 105,201 |
|
|
| 2.4 |
|
All other operating expenses |
|
| 365,183 |
|
|
| 16.4 |
|
|
| 369,701 |
|
|
| 15.9 |
|
|
| 695,020 |
|
|
| 16.5 |
|
|
| 701,603 |
|
|
| 16.2 |
|
Total expenses |
|
| 1,978,273 |
|
|
| 89.0 |
|
|
| 2,009,183 |
|
|
| 86.4 |
|
|
| 3,809,717 |
|
|
| 90.3 |
|
|
| 3,899,870 |
|
|
| 89.8 |
|
Margin contribution |
|
| 244,278 |
|
|
| 11.0 | % |
|
| 315,276 |
|
|
| 13.6 | % |
| $ | 408,358 |
|
|
| 9.7 | % |
| $ | 444,007 |
|
|
| 10.2 | % |
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 |
| 2024 |
|
| 2025 |
|
| 2024 |
|
| 2025 |
| ||||||||||||||||||||
Total royalties and fees revenue |
| $ | 1,435,748 |
|
|
| 100 | % |
| $ | 1,454,251 |
|
|
| 100 | % |
| $ | 2,861,039 |
|
|
| 100 | % |
| $ | 2,900,159 |
|
|
| 100 | % |
Salaries and wages |
|
| 228,518 |
|
|
| 15.9 |
|
|
| 174,860 |
|
|
| 12.0 |
|
|
| 462,411 |
|
|
| 16.2 |
|
|
| 385,966 |
|
|
| 13.3 |
|
Franchise promotion |
|
| 60,576 |
|
|
| 4.2 |
|
|
| 29,221 |
|
|
| 2.0 |
|
|
| 120,576 |
|
|
| 4.2 |
|
|
| 89,221 |
|
|
| 3.1 |
|
Insurance |
|
| 84,880 |
|
|
| 5.9 |
|
|
| 87,774 |
|
|
| 6.0 |
|
|
| 157,065 |
|
|
| 5.5 |
|
|
| 175,009 |
|
|
| 6.0 |
|
Travel and auto |
|
| 35,156 |
|
|
| 2.4 |
|
|
| 22,296 |
|
|
| 1.5 |
|
|
| 82,366 |
|
|
| 2.9 |
|
|
| 55,681 |
|
|
| 1.9 |
|
All other operating expenses |
|
| 51,564 |
|
|
| 3.7 |
|
|
| 80,594 |
|
|
| 5.6 |
|
|
| 127,943 |
|
|
| 4.5 |
|
|
| 235,315 |
|
|
| 8.2 |
|
Total expenses |
|
| 460,694 |
|
|
| 32.1 |
|
|
| 394,745 |
|
|
| 27.1 |
|
|
| 950,361 |
|
|
| 33.2 |
|
|
| 941,192 |
|
|
| 32.5 |
|
Margin contribution |
| $ | 975,054 |
|
|
| 67.9 | % |
| $ | 1,059,506 |
|
|
| 72.5 |
|
| $ | 1,910,678 |
|
|
| 66.8 | % |
| $ | 1,958,967 |
|
|
| 67.5 | % |
| Page 14 |
| Table of Contents |
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 |
| 2024 |
|
| 2025 |
|
| 2024 |
|
| 2025 |
| ||||||||||||||||||||
Revenue |
| $ | 236,705 |
|
|
| 100 | % |
| $ | 295,025 |
|
|
| 100 | % |
| $ | 474,852 |
|
|
| 100 | % |
| $ | 589,598 |
|
|
| 100 | % |
Total expenses |
|
| 235,288 |
|
|
| 9.4 |
|
|
| 274,483 |
|
|
| 93.0 |
|
|
| 461,048 |
|
|
| 97.1 |
|
|
| 567,593 |
|
|
| 96.3 |
|
Margin contribution |
| $ | 1,417 |
|
|
| .6 | % |
| $ | 20,542 |
|
|
| 7.0 | % |
| $ | 13,803 |
|
|
| 2.9 | % |
| $ | 22,005 |
|
|
| 3.7 | % |
Note: The significant increase in revenue was primarily the result of the host facility remodeling its food area and opening up another wing of the hospital late in 2024.
Results of Operations
Company-Owned Craft Pizza & Pub
The revenue from this venue increased from $2.22 million to $2.32 million and from $4.22 million to $4.34 million for the respective three-month and six-month periods ended June 30, 2025, compared to the corresponding periods in 2024. Sales for both periods were somewhat negatively affected by general economic uncertainty affecting consumer spending which the Company sought to offset by promotional efforts and continued positive guest satisfaction ratings.
Cost of sales as a percentage of revenue from this venue decreased to 20.6% for both the three-month and six-month periods ended June 30, 2025 from 20.8% and 20.9% for the three-month and six-month periods ended June 30, 2024, respectively. The Company has experienced some significant increases in product costs, particularly in pizza cheese, the market price of which has averaged 9% higher in the second quarter of 2025 versus the same period in 2024. However, the Company has been carefully modulating its promotional activity to help margins and has focused extensively on operational controls with relatively stable management staffing. Other than rebalancing beer and wine pricing, the Company has not implemented a menu price increase in 2025.
Salaries and wages as a percentage of revenue decreased to 26.9% and 28.2% from 28.2% and 29.0% for the respective three-month and six-month periods ended June 30, 2025, compared to the corresponding periods in 2024. The cost of management salaries has continued to increase significantly due to the shortage of qualified candidates and general competition for those employees. The Company was able to offset these increases with efficiencies gained and implemented in scheduling and supervision and with the transferal of some management tasks to lower priced hourly employees.
Margin contribution as a percentage of revenue for this venue increased to 13.6% and 10.2% from 11.0% and 9.7% for the respective three-month and six-month periods ended June 30, 2025 compared to the corresponding periods in 2024. This margin increase was partially the result of the sales increase, as explained above, and partially the result of efficiencies gained in the cost of operations.
Franchising
Total revenue was $1.45 million and $2.90 million for the three-month and six-month periods ended June 30, 2025 compared to $1.44 million and $2.86 million for the corresponding periods in 2024, respectively. This was primarily the result of the Company determining to redirect additional staff efforts to 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 to invest in their growth. The Company has a significant pipeline of leads and prospects for future non-traditional franchise sales and that number further expanded during the first six months of 2025 as the Company sold seven more units than it has opened. The Company believes this growth points to an attractive opportunity for the coming months due to anticipated opening of new units already sold and the number of interested prospects that the Company has identified.
| Page 15 |
| Table of Contents |
Salaries, wages and all other operating expenses of this venue were all kept in line with past results and the Company continues to maintain tight control over such expenses.
The margin contribution was 72.5% and 67.5% for the three-month and six-month periods ended June 30, 2025, compared to 67.9% and 66.8% for the comparable periods in 2024, respectively.
Company-Owned Non-Traditional Location
Gross revenue from this venue was $295,000 and $590,000 during the three-month and six-month periods ended June 30, 2025, compared to $237,000 and $475,000 for the comparable periods in 2024, respectively. The primary reason for the increase in revenue during both periods was the withdrawal of certain prior restrictions placed on the host hospital facility.
Total expenses were $274,000 and $568,000 for the three-month and six-month periods ended June 30, 2025, compared to $235,000 and $461,000 for the comparable periods in 2024, respectively. The increase in expenses resulted from the increase in revenue.
Other Expenses
Depreciation and amortization expense was relatively unchanged for the three-month and six-month periods ended June 30, 2025, compared to comparable periods in 2024, respectively. The depreciation expense has remained mostly constant as a result of not opening any new corporate-owned locations in both years.
General and administrative expenses were $386,000 and $811,000 for the three-month and six-month periods ended June 30, 2025, compared to $570,000 and $1,147,000 for the comparable periods in 2024, respectively. This reflects the Company’s focus on managing costs while growing revenue through franchising.
Operating income was $913,999 and $1,415,639 for the three-month and six-month periods ended June 30, 2025, compared to $557,930 and $990,134 for the comparable periods in 2024, respectively.
Interest expense was $424,000 and $753,000 for the three-month and six-month periods ended June 30, 2025, compared to $435,000 and $829,000 for the comparable periods in 2024, respectively. The primary reason for the decrease in both periods was a continued amortization of principal amount each month against the outstanding loan. Interest is currently being reduced by the Company making a payment on principal each month of $83,333 until May 2025 when the monthly principal payment was increased to $91,667 per month. The PIK interest which was being added to the principal each month is no longer being charged since April 2025.
Since the Company will not be paying any income tax, as a result of its deferred tax credit, for a number of years, net income before taxes is highly informative and that was $490,417 for the quarter ended June 30, 2025 and $662,303 for the six months ended June 30, 2025.
| Page 16 |
| Table of Contents |
Liquidity and Capital Resources
The Company’s current ratio was 1.1-to-1 as of June 30, 2025 compared to .9-to-1 as of December 31, 2024. As a result of the Corbel amendment, including the extension of the maturity of the Senior Note to June 30, 2026, both the Senior Note and the subordinated convertible notes were carried as long-term liabilities as of December 31, 2024 and June 30, 2025, except for the required principal payments due in the next 12 months.
In January 2017, the Company completed the offering of $2.4 million principal amount of the promissory notes (the “Notes”) convertible 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 which brings the exercise price to $.10 per share as a result of the Senior Note extension. 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 the current exercise price of $0.50 per share.
In February 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 Senior Note 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) payment of debt issuance costs; and (iv) 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 SOFR, as defined in the Agreement, plus 9.0% with no PIK interest, which prior to April 2025 was added to the principal amount of the Senior Note. Interest is payable in arrears on the last calendar day of each month. The original maturity date of the Senior Note was February 7, 2025, however the maturity has now been extended by mutual agreement to June 30, 2026. The Senior Note requires principal payments of $91,667 per month starting in May 2025.
In view of the extension of the Senior Note as well as 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 for the foreseeable future. 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 venue, operating its existing Craft Pizza & Pub locations and pursuing a franchising program for Craft Pizza & Pub restaurants as market conditions allow.
| Page 17 |
| Table of Contents |
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, financing efforts, 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 competitive factors and pricing and cost pressures, the Company’s ability to service its loan and refinance the Senior Note before its maturity in 2026, the emergence or spread of human or animal pandemics (such as COVID-19 or the Avian Bird Flu), non-renewal of franchise agreements or the openings contemplated by the Development Agreement not occurring, shifts in market demand, the success of franchise programs, general economic conditions, changes in demand for the Company’s products or franchises, the impact of franchise regulation, the success or failure of individual franchisees, inflation and other changes in prices or supplies of food ingredients and labor and as well as the factors discussed under “Risk Factors” contained in the 2024 Form 10-K. 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. In addition, if activist stockholder activities ensue, or if certain parties (acting individually or as a group) seek to continue or initiate interference in the Company’s business relationships, the Company’s business could be adversely impacted.
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
The Company’s exposure to interest rate risk relates primarily to its variable-rate debt and the rate that will be required for the new financing. As of June 30, 2025, the Company had outstanding variable interest-bearing debt in the aggregate principal amount of approximately $6.4 million. The Company’s current borrowings are at a variable rate tied to SOFR plus 9.0% per annum adjusted on a monthly basis. Based on its current debt structure, for each 1% increase in SOFR the Company would incur increased interest expense of approximately $59,000 over the succeeding 12-month period.
ITEM 4. Controls and Procedures
In connection with the preparation of this quarterly report, management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this quarterly report. In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures are designed only to provide reasonable assurance, and no matter how well designed and operated, there can be no assurance that disclosure controls and procedures will operate effectively in all circumstances. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that as of June 30, 2025, the Company’s disclosure controls and procedures were effective based on the criteria in Internal Control – Integrated Framework issued by the COSO, version 2013, as discussed below.
| Page 18 |
| Table of Contents |
Management’s Report on Internal Control Over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s internal control over financial reporting. The Company’s management used the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (COSO) to perform this evaluation and previously identified in connection with the preparation of the December 31, 2024 financial reports, as described in the 2024 Form 10-K. Management is implementing remediation efforts to address these alleged weaknesses. Management is committed to remediating them as quickly and efficiently as possible, validating those efforts will require time, operating over a sustained period and validation during the next audit.
The alleged weakness in controls consisted of inadequate receipts for certain expenses and identified that the Company’s financial close process allegedly did not include adequate controls to ensure timely and accurate reconciliation of certain account balances in the reconciliation process. In addition, the Company found that it lacked sufficient written documentation of internal control policies and procedures over some financial reporting processes. The absence of documented internal controls may impair the Company’s ability to ensure that controls are performed as intended increasing the risk of undetected errors or misstatements.
Except for ongoing remediation activities described above, there have been no changes in internal controls over financial reporting during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
| Page 19 |
| Table of Contents |
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.
Mr. Bill Wildman, a director of the Company, died in July of 2025. Upon his passing, the Board of Directors elected to reduce the authorized number of directors from five members to four members.
ITEM 6. Exhibits.
| Page 20 |
| Table of Contents |
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 |
| |
| 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 |
| |
| 3.5 |
| |
| 3.6 |
| |
| 3.7 |
| |
| 4.1 |
| |
| 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. |
| 4.3 |
| |
| 4.4 |
| |
| 4.5 |
| |
| 4.6 |
| Form of Warrant issued to Corbel Capital Partners, SBIC, L.P. dated April 14, 2025. |
| 10.1* | ||
| 10.2* | ||
| 10.3 |
| |
| 10.4 |
| |
| 10.5 |
| |
| 10.6 |
| |
| 10.7 |
| |
| 10.8 |
| |
| 10.9 |
| |
| 10.10 |
| |
| 10.11 |
| |
| 10.12 |
| |
| 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 |
| |
| 31.2 |
| |
| 32.1 |
| |
| 32.2 |
| |
| 101 |
| Interactive Financial Data |
*Management contract or compensation plan.
| Page 21 |
| Table of Contents |
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 21, 2025 | By: | /s/ Paul W. Mobley |
|
|
| Paul W. Mobley, Executive Chairman, Chief Financial Officer and Principal |
|
|
| Accounting Officer (Authorized Officer and |
|
|
| Principal Financial Officer) |
|
| Page 22 |
EXHIBIT 4.6
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 21, 2025 | /s/ A. Scott Mobley |
|
|
| A. Scott Mobley President and Chief Executive Officer |
|
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 21, 2025 | /s/ Paul W. Mobley |
|
|
| Paul W. Mobley Executive Chairman and Chief Financial Officer |
|
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, 2025, 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 21, 2025 |
|
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, 2025, 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 21, 2025 |
|