Noble Romans Inc 10-Q for FY2022 Q1
Noble Romans Inc (NROM)
About this 10-Q
Noble Romans Inc filed this 10-Q on May 16, 2022, covering the quarter ended March 31, 2022 (FY2022 Q1).
Headline figures
Quarter ended March 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $3.47M
- up 5.6% from $3.28M a year earlier
- Net loss
- $136.7K
- compared with net income of $827.41K a year earlier
- Diluted EPS
- -$0.01
- compared with $0.04 a year earlier
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
<STRONG>Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934</STRONG>
For the quarterly period ended
Commission file number:
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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 | ||
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| 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 May 6, 2022, there were
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
The following unaudited condensed consolidated financial statements are included herein:
Condensed consolidated balance sheets as of December 31, 2021 and March 31, 2022 (unaudited) |
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Notes to condensed consolidated financial statements (unaudited) |
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| Table of Contents |
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
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| December 31, 2021 |
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| March 31, 2022 |
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Assets |
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Current assets: |
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Cash |
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Accounts receivable - net |
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Inventories |
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Prepaid expenses |
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Total current assets |
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Property and equipment: |
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Equipment |
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Leasehold improvements |
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Construction and equipment in progress |
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| 7,516,941 |
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| 7,638,082 |
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Less accumulated depreciation and amortization |
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Net property and equipment |
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Deferred tax asset |
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Deferred contract cost |
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Goodwill |
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Operating lease right of use assets |
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Other assets including long-term portion of receivables - net |
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Total assets |
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Liabilities and Stockholders' Equity | ||||||||
Current liabilities: |
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Accounts payable and accrued expenses |
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Current portion of operating lease liability |
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Total current liabilities |
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Long-term obligations: |
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Term loan payable to Corbel |
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Corbel warrant value |
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Convertible notes payable |
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Operating lease liabilities - net of short-term portion |
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Deferred contract income |
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Total long-term liabilities |
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Stockholders' equity: |
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Common stock – no par value |
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Accumulated deficit |
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Total stockholders' equity |
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Total liabilities and stockholders’ equity |
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See accompanying notes to condensed consolidated financial statements (unaudited).
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| Table of Contents |
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
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| Three-Months Ended March 31, |
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| 2021 |
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Revenue: |
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Restaurant revenue - company-owned Craft Pizza & Pub |
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Restaurant revenue - company-owned non-traditional |
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Franchising revenue |
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Administrative fees and other |
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Total revenue |
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Operating expenses: |
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Restaurant expenses - company-owned Craft Pizza & Pub |
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Restaurant expenses - company-owned non-traditional |
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Franchising expenses |
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Total operating expenses |
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Depreciation and amortization |
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General and administrative expenses |
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Total expenses |
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Operating income |
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Interest expense |
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Income (loss) before income taxes |
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Income tax expense (benefit) |
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Net income (loss) |
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Earnings (loss) per share - basic |
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Net income (loss) |
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Weighted average number of common shares outstanding |
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Diluted earnings (loss) per share: |
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Net income (loss) |
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Weighted average number of common shares outstanding |
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See accompanying notes to condensed consolidated financial statements (unaudited).
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| Table of Contents |
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Statements of Changes in
Stockholders' Equity
(Unaudited)
Quarter Ended March 31, 2022:
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| Deficit |
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Balance at December 31, 2021 |
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Amortization of value of stock options |
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Net loss for three months ended March 31, 2022 |
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Balance at March 31, 2022 |
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Quarter Ended March 31, 2021:
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Balance at December 31, 2020 |
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Amortization of value of stock options |
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Net income for three months ended March 31, 2021 |
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Balance at March 31, 2021 |
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See accompanying notes to condensed consolidated financial statements (unaudited).
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| Table of Contents |
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
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| Three Months Ended March 31, |
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OPERATING ACTIVITIES |
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Net income (loss) |
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Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
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Depreciation and amortization |
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Amortization of lease cost in excess of cash paid in accordance with ASU 2016-02 |
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Deferred income taxes (benefit) |
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Changes in operating assets and liabilities: |
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(Increase) decrease in: |
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Accounts receivable |
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Inventories |
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Prepaid expenses |
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Other assets including long-term portion of receivables |
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Decrease in accounts payable and accrued expenses |
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NET CASH PROVIDED BY OPERATING ACTIVITIES |
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INVESTING ACTIVITIES |
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Purchase of property and equipment |
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NET CASH USED IN INVESTING ACTIVITIES |
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FINANCING ACTIVITIES |
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Payment of principal on bank term loans |
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Payment of principal on convertible notes |
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Proceeds of new loan - Corbel |
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NET CASH PROVIDED BY FINANCING ACTIVITIES |
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Increase (decrease) in cash |
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Cash at beginning of period |
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Cash at end of period |
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Supplemental schedule of investing and financing activities |
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Cash paid for interest |
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See accompanying notes to condensed consolidated financial statements (unaudited).
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| 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, 2021 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.
Significant Accounting Policies
On February 5, 2021, the Company borrowed $
There have been no significant changes in the Company's accounting policies from those disclosed in its Annual Report on Form 10-K.
In the opinion of the management of the Company, the information contained herein reflects all adjustments necessary for a fair presentation of the results of operations and cash flows for the interim periods presented and the financial condition as of the dates indicated, which adjustments are of a normal recurring nature. The results for the three-month period ended March 31, 2022 is not necessarily indicative of the results to be expected for the full year ending December 31, 2022, especially in light of the impact of the coronavirus (“COVID-19) pandemic on the Company’s operations during January and February 2022.
Note 2 – Royalties and fees included initial franchise fees of $
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The effect on comparable period amounts within the financial statements by recording franchise fees and cost of opening the units as deferred contract costs and deferred contract income is not material as the initial franchise fee for the non-traditional franchise is intended to defray the initial contract costs, and the franchise fees and contract costs initially incurred and paid approximate the relative amortized franchise fees and contract costs for those same periods.
The deferred contract income and deferred costs were $
At December 31, 2021 and March 31, 2022, 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 receivables reflected on the consolidated balance sheet as of March 31, 2022, will be collected. In 2020, in light of the additional uncertainty created as a result of the COVID 19 pandemic, the Company created an allowance for collectability on all long-term franchisee receivables. The Company will continue to pursue collection where circumstances are appropriate and all collections of these receivables in the future will result in additional royalty income at the time received.
There were
Note 3. The following table sets forth the calculation of basic and diluted earnings per share for the three-month period ended March 31, 2022:
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| Income (Numerator) |
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Net loss |
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Effect of dilutive securities Stock dilution |
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Convertible notes |
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Diluted earnings per share |
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Net loss |
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| Table of Contents |
The following table sets forth the calculation of basic and diluted earnings per share for the three-month period ended March 31, 2021:
Three Months Ended March 31, 2021 |
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Net income | $ | $ | ||||||||||
Effect of dilutive securities | ||||||||||||
Options and warrants | - | |||||||||||
Convertible notes |
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Diluted earnings per share | ||||||||||||
Net income per share with assumed conversions | $ | $ | ||||||||||
Note 4 -On February 7, 2020, the Company entered into a Senior Secured Promissory Note and Warrant Purchase Agreement (the “Agreement”) with Corbel Capital Partners SBIC, L.P. (the “Purchaser”). Pursuant to the Agreement, the Company issued to the Purchaser a senior secured promissory note (the “Senior Note”) in the initial principal amount of $
The Senior Note bears cash interest of LIBOR, as defined in the Agreement, plus
In conjunction with the borrowing under the Senior Note, the Company issued to the Purchaser a warrant (the “Corbel Warrant”) to purchase up to
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Note 5 – The Company evaluated subsequent events through the date the financial statements were issued and filed with SEC. There were no subsequent events that required recognition or disclosure beyond what is disclosed in this report.
Impact of COVID-19 Pandemic
In the first quarter of 2020, a novel strain of coronavirus emerged and spread throughout the United States. The World Health Organization recognized COVID-19 as a pandemic in March 2020. In response to the pandemic, the U.S. federal government and various state and local governments, among other things, imposed travel and business restrictions, including stay-at-home orders and other guidelines that required restaurants and bars to close or restrict inside dining. The pandemic resulted in significant, economic volatility, uncertainty and disruption, reduced commercial activity and weakened economic conditions in the regions in which the Company and its franchisees operate.
The pandemic and the governmental response had a significant adverse impact on the Company, due to, among other things, governmental restrictions, reduced customer traffic, staffing challenges and supply difficulties especially as a result of the emergence of the Omicron variant of COVID-19 in early 2022. Many states and municipalities in the United States, including Indiana where all of the Company-owned Craft Pizza & Pub restaurants are located, have from time to time temporarily restricted travel and suspended the operation of dine-in restaurants and other businesses in light of COVID-19, which negatively affected the Company's operations. As the duration and scope of the pandemic is uncertain these orders are subject to further modification, which could adversely affect the Company. Further, the Company can provide no assurance the phase out of restrictions will have a positive effect on the Company's business.
Host facilities for the Company’s non-traditional franchises were also affected by labor shortages which adversely impacted those developments and in turn slowed the sale of franchises. The uncertainty and disruption in the U.S. economy caused by the pandemic are likely to continue to adversely impact the volume and resources of potential franchisees for both the Company's Craft Pizza & Pub and non-traditional venues.
On April 25, 2020, the Company received a loan of $
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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 in 2017, 2018, 2020 and 2021, with two additional locations now in the site procurement stage. The Company-operated locations serve as the base for what it sees as the potential future growth driver franchising to experienced, multi-unit restaurant operators with a track record of success. 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.
As discussed above under “Impact of COVID-19 Pandemic” the COVID-19 pandemic materially affected the Company’s business in the past year and the first two months of the first quarter of 2022.
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.
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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 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.
| · | A fully-prepared pizza crust that captures the made-from-scratch pizzeria flavor which gets delivered to non-traditional locations in a shelf-stable condition so that dough handling is no longer an impediment to a consistent product, which otherwise is a challenge in non-traditional locations. |
| · | Fresh packed, uncondensed and never cooked sauce made with secret spices, parmesan cheese and vine-ripened tomatoes in all venues. |
| · | 100% real cheese blended from mozzarella and Muenster, with no soy additives or extenders. |
| · | 100% real meat toppings, with no additives or extenders, a distinction compared to many pizza concepts. |
| · | Vegetable and mushroom toppings 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 base as well as an offering for its grocery store licenses. |
| 12 |
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:
|
| Non-Traditional Except Hospitals |
|
| Non-Traditional Hospitals |
|
| Traditional Stand-Alone |
| |||
Noble Roman’s Pizza or Craft Pizza & Pub |
| $ | 7,500 |
|
| $ | 10,000 |
|
| $ | 30,000 | (1) |
____________
(1) With the sale of multiple traditional stand-alone franchises to a single franchisee, the franchise fee for the first unit is $30,000, the franchise fee for the second unit is $25,000 and the franchise fee for the third unit and any additional unit is $20,000.
The franchise fees are paid upon signing the franchise agreement and, when paid, are non-refundable in consideration of the administration and other expenses incurred by the Company in granting the franchises and for the lost and/or deferred opportunities to grant such franchises to any other party.
The Company’s proprietary ingredients are manufactured pursuant to the Company’s 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 distributors, 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.
| 13 |
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:
|
| Three Months ended March 31, |
| |||||||||||||
Description |
| 2021 |
|
| 2022 |
| ||||||||||
Revenue |
| $ | 2,108,697 |
|
|
| 100.0 |
|
| $ | 2,283,596 |
|
|
| 100.0 |
|
Cost of sales |
|
| 438,012 |
|
|
| 20.8 |
|
|
| 470,273 |
|
|
| 20.6 |
|
Salaries and wages |
|
| 228,949 |
|
|
| 10.9 |
|
|
| 722,958 |
|
|
| 31.7 |
|
Facility cost including rent, common area and utilities |
|
| 114,384 |
|
|
| 5.4 |
|
|
| 393,697 |
|
|
| 17.2 |
|
Packaging |
|
| 56,696 |
|
|
| 2.7 |
|
|
| 80,738 |
|
|
| 3.5 |
|
Delivery fees |
|
| 94,245 |
|
|
| 4.5 |
|
|
| 36,924 |
|
|
| 1.6 |
|
All other operating expenses |
|
| 296,608 |
|
|
| 14.0 |
|
|
| 353,939 |
|
|
| 15.5 |
|
Total expenses |
|
| 1,228,894 |
|
|
| 58.3 |
|
|
| 2,058,529 |
|
|
| 90.1 |
|
Margin contribution |
| $ | 879,803 |
|
|
| 41.7 | % |
| $ | 225,067 |
|
|
| 9.9 | % |
Note: The application of the $940,734 PPP loan against relevant expenses in the quarter ended March 31, 2021 materially affected the comparability of the period ended March 31, 2022 compared to the period ended March 31, 2021.
Margin contribution from this venue was decreased by $5,692 for non-cash expense related to the adoption of Accounting Standards Update ("ASU 2016-02") accounting for leases which became effective after January 1, 2019 for publicly reporting companies.
| 14 |
The following table sets forth the revenue, expense and margin contribution of the Company's franchising venue and the percent relationship to its revenue:
|
| Three Months ended March 31, |
| |||||||||||||
Description |
| 2021 |
|
| 2022 |
| ||||||||||
Royalties and fees from franchising |
| $ | 1,053,960 |
|
|
| 100.0 | % |
| $ | 1,034,244 |
|
|
| 100.0 | % |
Salaries and wages |
|
| 88,246 |
|
|
| 8.4 |
|
|
| 193,596 |
|
|
| 18.7 |
|
Trade show expense |
|
| 105,000 |
|
|
| 10.0 |
|
|
| 90,000 |
|
|
| 8.7 |
|
Insurance |
|
| 62,398 |
|
|
| 5.9 |
|
|
| 95,851 |
|
|
| 9.3 |
|
Travel and auto |
|
| 16,370 |
|
|
| 1.5 |
|
|
| 18,808 |
|
|
| 1.8 |
|
All other operating expenses |
|
| 67,351 |
|
|
| 6.4 |
|
|
| 63,100 |
|
|
| 6.1 |
|
Total expenses |
|
| 339,365 |
|
|
| 32.2 |
|
|
| 461,355 |
|
|
| 44.6 |
|
Margin contribution |
| $ | 714,595 |
|
|
| 67.8 | % |
| $ | 572,889 |
|
|
| 55.4 | % |
Note: The application of the $940,734 PPP loan against relevant expenses in the quarter ended March 31, 2021 materially affected the comparability of the period ended March 31, 2022 compared to the period ended March 31, 2021.
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:
|
| Three Months ended March 31, |
| |||||||||||||
Description |
| 2021 |
|
| 2022 |
| ||||||||||
Revenue |
| $ | 116,104 |
|
|
| 100.0 | % |
| $ | 133,129 |
|
|
| 100.0 | % |
Total expenses |
|
| 89,154 |
|
|
| 76.8 |
|
|
| 132,877 |
|
|
| 99.8 |
|
Margin contribution |
| $ | 26,950 |
|
|
| 23.2 | % |
| $ | 252 |
|
|
| .2 | % |
Note: The application of the $940,734 PPP loan against relevant expenses in the quarter ended March 31, 2021materially affected the comparability of the period ended March 31, 2022 compared to the period ended March 31, 2021.
Results of Operations
Company-Owned Craft Pizza & Pub
The revenue from this venue was $2.3 million compared to $2.1 million for the corresponding period in 2021. Revenue was increased by the opening of two additional Craft Pizza & Pub restaurants in October and December 2021, respectively, but that increase was partially constrained by the impact of the Omicron variant of COVID-19 in January and February 2022.
Cost of sales decreased to 20.6% from 20.8% in the corresponding period last year. This increase was the result of inflationary pressures with all products partially offset by menu price increase.
Salaries and wages increased to 31.7% from 10.9% for the comparable period in 2021. The $940,734 PPP loan, which was used to reduce certain qualified expenses including labor cost in the first quarter of 2021, materially affects the comparison with the prior quarter. Salaries and wages without the effect of the PPP loan in 2021 increased from 28.4% to 31.7% which is a result of the current labor shortage and overall inflation which have driven up competitive prices for labor. The shortage is currently trending toward correcting itself and with the most recent menu price increase it is beginning to neutralize itself, for example salaries and wages for the month of March 2022 was 29.0%.
| 15 |
Gross margin contribution decreased to 9.9% from 41.7% for the quarter compared to the comparable period last year. The reduction in certain qualified expenses due to the Company’s PPP loan in the first quarter of 2021 material affects the comparison with the prior quarter. In addition, the spread of the Omicron variant in January and February of 2022 had a significant negative impact which has now significantly dissipated.
Franchising
The revenue from this venue decreased from $1.05 million to $1.03 million for the three months ended March 31, 2022 compared to the corresponding period in 2021. This decrease was the result of the closure of several non-traditional locations as a result of the emergence of the Omicron variant of COVID-19, most of which has been offset by the opening of additional locations.
Salaries and wages for this venue increased to 18.7% of revenue from 8.4% of revenue. The reduction in certain qualified expenses, including salaries and wages, due to the Company’s PPP loan in the first quarter of 2021 materially affects the comparison with the prior quarter.
Trade show expense, insurance and other operating costs increased to $268,000 from $251,000 for the three-month period ended March 31, 2022, partially offset due to a reduction in trade show expense, compared to the corresponding period in 2021. The reduction in certain qualified expenses, including general insurance and group insurance costs, due to the Company’s PPP loan in the first quarter of 2021 materially affects the comparison with the prior quarter.
Gross margin contribution from this venue declined to 55.4% from 67.8% in the three-month period ended March 31, 2022 compared to the corresponding period in 2021. The reduction in certain qualified expenses due to the Company’s PPP loan in the first quarter of 2021 materially affects the comparison with the prior quarter. In addition, the emergence of the Omicron variant in January and February of 2022 had a significant negative impact which has now dissipated.
Company-Owned Non-Traditional Locations
Gross revenue from this venue increased to $133,000 from $116,000 in the three-month period ended March 31, 2022 compared to the corresponding period in 2021. The primary reason for this increase was the lifting of the restriction placed on hospital locations as a result of the COVID-19 pandemic whereby hospitals were restricted from having outside visitors and staff inside the hospital was 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 increased to $133,000 from $89,000 for the three-month period ended March 31, 2022 compared to the corresponding period in 2021. The primary reason for this increase was caused by higher volume in the location due to the lifting of the restrictions on hospitals resulting from the COVID-19 pandemic and, in addition, certain qualifying expenses were reduced in 2021 by a portion of the PPP loan for that purpose.
Other Expenses
Depreciation and amortization decreased to $113,000 from $165,000 for the three-month period ended March 31, 2022 compared to the corresponding periods in 2021. The primary reason for the decrease was the amortization of pre-opening costs of new Company-owned Craft Pizza & Pub locations during 2021 which were charged to expense in December 2021.
| 16 |
General and administrative expenses increased to $540,530 from $299,000 for the three-month period ended March 31, 2022 compared to the corresponding period in 2021. The reduction in certain qualified expenses due to the Company’s PPP loan in the first quarter of 2021 materially affects the comparison with the prior quarter.
Interest expense increased to $342,000 from $334,000 for the three-month period ended March 31, 2022 compared to the corresponding period in 2021. The primary reason for the increase was a result of adding non-cash PIK interest to the principal balance of the Senior Note.
Net income decreased to a net loss of $137,000 from net income of $827,000 for the three-month period ended March 31, 2022 compared to the corresponding period in 2021. The reduction in certain qualified expenses due to the Company’s PPP loan in the first quarter of 2021 materially affects the comparison with the prior quarter.
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 intends to open two more Company-owned Craft Pizza & Pub locations in 2022.
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 2.5-to-1 as of March 31, 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 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.
| 17 |
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 April 25, 2020, the Company received a loan of $715,000 under the PPP. In accordance with the applicable accounting policy adopted, the Company accounted for the loan as a government grant and presented it in the Condensed Consolidated Statement of Operations as a reduction of certain qualifying expenses incurred during the three-month period ended June 30, 2020. On February 19, 2021, the Company received formal notice from the SBA that the entire $715,000 loan was forgiven in accordance with the provisions of the CARES ACT which the Company had already treated as a grant because forgiveness was probable.
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 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.
| 18 |
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 September 30, 2021, the Company had outstanding variable interest-bearing debt in the aggregate principal amount of $8.4million. 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.
| 19 |
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.
| 20 |
ITEM 6. Exhibits.
Index to Exhibits
Exhibit Number |
| Description |
3.1 |
| Amended Articles of Incorporation of the Registrant, filed as an exhibit to the Registrant’s Amendment No. 1 to the Post-Effective Amendment No. 2 to Registration Statement on Form S-1 filed July 1, 1985 (SEC File No.2-84150), is incorporated herein by reference. |
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| ||
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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. |
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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. |
| 21 |
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| 22 |
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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. |
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101 |
| Interactive Financial Data |
*Management contract or compensation plan.
| 23 |
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: May 16, 2022 | By: | /s/ Paul W. Mobley | |
|
| Paul W. Mobley, Executive Chairman, | |
Chief Financial Officer and Principal Accounting Officer | |||
| (Authorized Officer and Principal Financial Officer) | |||
| 24 |
EXHIBIT 4.1
NOBLE ROMAN’S, INC.
DESCRIPTION OF SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
The authorized capital stock of Noble Roman’s, Inc. (the “Company,” “Noble Roman’s” or “us”) consists of 40,000,000 shares of common stock without par value and 5,000,000 shares of preferred stock. Our common stock is registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our preferred stock is not registered pursuant to Section 12 of the Exchange Act.
The following summary describes certain of the material provisions of our common stock, but does not purport to be complete and is subject to and qualified in its entirety by reference to the Indiana Business Corporation Law (the “IBCL”), the Amended Articles of Incorporation of the Company, filed as an exhibit to the Company’s Amendment No. 1 to the Post-Effective Amendment No. 2 to Registration Statement on Form S-1 filed July 1, 1985, as amended by the Articles of Amendment of the Articles of Incorporation of the Company effective February 18, 1992 filed as an exhibit to the Company’s Registration Statement on Form SB-2, Articles of Amendment of the Articles of Incorporation of the Company effective May 11, 2000, filed as Annex A and Annex B to the Company’s Proxy Statement on Schedule 14A filed March 28, 2000, Articles of Amendment of the Articles of Incorporation of the Company effective April 16, 2001 filed as Exhibit 3.4 to Company’s annual report on Form 10-K for the year ended December 31, 2005, Articles of Amendment of the Articles of Incorporation of the Company effective August 23, 2005, filed as Exhibit 3.1 to the Company’s current report on Form 8-K filed August 29, 2005, and Articles of Amendment of the Articles of Incorporation of the Company effective February 7, 2017, filed as Exhibit 3.7 to the Company’s Registration Statement on Form S-1 filed April 25, 2017 (as so amended, the “Articles”), and the Amended and Restated By-Laws of the Company, as currently in effect, filed as an exhibit to the Company’s Form 8-K filed December 23, 2009 (the “By-Laws”).
COMMON STOCK
The holders of the Company’s common stock are entitled to one vote for each share held of record in the election of directors and in all other matters to be voted on by the shareholders. Except as otherwise provided by law, the By-Laws or the Articles, every matter other than the election of directors to be decided by shareholders is decided by a vote of the majority of the shares cast, ignoring abstentions. The directors nominated for election are elected by a plurality of the votes cast. There is no cumulative voting. As a result, the holders of more than 50% of the shares voting for the election of directors can elect all of the directors. The board of directors is divided into three classes of size as even as possible, each serving for a term of three years. In a given year, approximately one third of director seats are generally open for election, unless there is a vacancy.
Holders of the Company’s common stock are entitled to receive any dividends as may be declared by the board of directors out of funds legally available for such purpose, but such declaration is in the sole discretion of the board of directors and the holders of the common stock have no right to have any such dividend declared. In the event of the Company’s liquidation, dissolution, or winding up, to share ratably in all assets remaining after payment of liabilities and after provision has been made for each class of stock, if any, having preference over the common stock.
All of the outstanding shares of common stock are validly issued, fully paid and nonassessable. Holders of the Company’s common stock have no preemptive right to subscribe for or purchase additional shares of any class of the Company’s stock. The Company’s common stock does not convert into any other security and has no sinking fund or redemptive provisions.
CERTAIN PROVISIONS OF INDIANA LAW
Chapters 42 and 43 of the IBCL contain certain provisions designed to prevent the takeover of or influence on certain corporation by a significant shareholder.
Chapter 42 provides that control shares of an issuing public corporation acquired in a control share acquisition, as such terms are defined therein, have limited voting rights. “Control shares” is defined to mean shares that, together with the shares the holder already holds, would give the holder either at least 20% of the voting power in the corporation, at least 33 1/3% of the voting power in the corporation, or a majority of the voting power in the corporation (ignoring the effect of Chapter 42). “Issuing public corporation” means a corporation with at least 100 shareholders with its principal place of business in Indiana with certain Indiana residency requirements for its shareholders. Currently, the Company qualifies as an issuing public corporation. “Control share acquisition” means the acquisition of control shares, including acquisitions made within 90 day of each other or pursuant to a unified plan. Upon a control share acquisition, the acquiring shareholder cannot vote the control shares until each class of stock entitled to vote separately, by a majority of all votes entitled to be cast by that group (excluding the control shares and shares held by directors who are employees and officers of the corporation), approve the rights of the acquirer to vote the control shares. A corporation may choose to opt out of these restrictions in the Articles or the By-Laws, but the Company has not opted out of this provision.
Chapter 43 restricts corporations having 100 or more shareholders with a class of stock registered under the Exchange Act (which includes the Company) from entering into business combinations with interested shareholders. Business combinations include mergers, consolidations, sales of 10% or more of the corporation’s assets, recapitalizations, and reverse stock splits. “Interested shareholder” is defined to mean the beneficial owner of 10% or more of the voting power of the outstanding voting shares of that corporation. Under Chapter 43, the Company may not enter into a business combination with an interested shareholder for five years following the date such person became an interested shareholder, unless the business combination was approved by the board of directors before such person became an interested shareholder. If the transaction was not so approved, a business combination with the interested shareholder may take place after the five-year period only if either (i) the transaction receives approval from a majority of the outstanding shares not controlled by the interested shareholder or its affiliates, or (ii) the transaction meets certain fair price criteria. A corporation may choose to opt out of these restrictions in the Articles, but the Company has not opted out of this provision.
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.; |
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| 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; |
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| 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; |
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| 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; |
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| (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; |
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| (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 |
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| (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): |
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| (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 |
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| (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: May 16, 2022 | /s/ A. Scott Mobley |
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| A. Scott Mobley |
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| President and Chief Executive Officer |
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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.; |
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| 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; |
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| 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; |
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| 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: |
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| (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; |
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| (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; |
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| (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 |
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| (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): |
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| (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 |
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| (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: May 16, 2022 | /s/ Paul W. Mobley |
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| Paul W. Mobley |
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| Executive Chairman and Chief Financial Officer |
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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 March 31, 2022, 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:
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| (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 |
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| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| May 16, 2022 | /s/ A. Scott Mobley |
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| A. Scott Mobley |
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| President and Chief Executive Officer |
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| of Noble Roman’s, Inc. |
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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 March 31, 2022, 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:
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| (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 |
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| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| May 16, 2022 | /s/ Paul W. Mobley |
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| Paul W. Mobley |
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| Executive Chairman and Chief Financial |
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| Officer of Noble Roman’s, Inc. |
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