Note l: Summary of Significant Accounting Policies

Organization: The Company, with two wholly-owned subsidiaries, sells and services franchises and licenses and operates Company-owned stand-alone restaurants and non-traditional foodservice operations under the trade names “Noble Roman’s Pizza”, “Noble Roman’s Craft Pizza & Pub” and “Tuscano’s Italian Style Subs”. Unless the context otherwise indicates, reference to the “Company” are to Noble Roman’s, Inc. and its wholly-owned subsidiaries.

Principles of Consolidation: The consolidated financial statements include the accounts of Noble Roman’s, Inc. and its wholly-owned subsidiaries, RH Roanoke, Inc. and Pizzaco, Inc. (inactive). Inter-company balances and transactions have been eliminated in consolidation.

Inventories: Inventories consist of food, beverage, restaurant supplies, restaurant equipment and marketing materials and are stated at the lower of cost (first-in, first-out) or net realizable value.

Property and Equipment: Equipment and leasehold improvements are stated at cost. Depreciation and amortization are computed on the straight-line method over the estimated useful lives ranging from five years to 20 years. Leasehold improvements are amortized over the shorter of estimated useful life or the term of the lease including likely renewals. Construction and equipment in progress are stated at cost for leasehold improvements, equipment for a new restaurant being constructed and for pre-opening costs of any restaurant not yet open as of the date of the statements.

Franchise Support Costs: Certain direct costs of franchising operations were charged to franchise expense and are amortized over the life of each franchise in 2023 and 2024.

Leases: The Company determines if an arrangement is a lease at inception. Operating leases are included in right-of-use assets ("ROU"), and lease liability obligations are included in the Company's balance sheets. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liability obligations represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the Company's leases typically do not provide an implicit rate, the Company estimates its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. The ROU asset also includes in the lease payments made and excludes lease incentives and direct lease costs. The Company's lease term may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense is recognized on a straight-line basis over the lease term.

Deferred Revenue and Deferred Cost: The upfront fees for new franchise locations were credited to deferred contract income debited to deferred contract cost and amortized over the life of the individual franchises.

Cash: Includes actual cash balance. There are not any withdrawal restrictions.

Accounts Receivable: Accounts receivable are evaluated for collectability. The Company accounts for credit losses in accordance with Accounting Standards Codification (“ASC”) Topic 326, Financial Instruments – Credit Losses (“ASC Topic 326”). ASC Topic 326 impacts the impairment model of certain financial assets measured at amortized cost by requiring a current expected credit loss (“CECL”) methodology to estimate expected credit losses over the entire life of the financial asset, recorded at inception or purchase. The Company has the ability to determine there are no expected credit losses in certain circumstances. The Company identified accounts receivable, prepaid expenses and other assets which are carried at amortized cost as in scope for consideration under ASC Topic 326. Accounts receivable charge-off in the last two years has been approximately $76,600 which was for legal fees paid by the Company to enforce the franchise agreements which are required to be reimbursed, per the franchise agreement, by the Franchisee. The amount written off was for older cases that are still pending and because they were getting old they were written off. The receivables in that category remaining are approximately $64,500 which represent all currently active cases where the franchise agreement is being actively protected.

The Company considers both current conditions and reasonable and supportable forecasts of future conditions when evaluating expected credit losses for uncollectible receivable balances.  In our determination of the allowance for credit losses, we pool receivables by days outstanding and apply an expected credit loss percentage to each pool.  The expected credit loss percentage is determined using historical loss data adjusted for current conditions and forecasts of future economic conditions. Current conditions considered include predefined aging criteria, as well as specified events that indicate the balance due is not collectible.  Reasonable and supportable forecasts used in determining the probability of future collection consider publicly available macroeconomic data and whether future credit losses are expected to differ from historical losses.

The Company and its company-owned locations receives revenues from daily sales which are reported daily and included in income when received. Revenue from franchise fees are recorded as deferred income and amortized into income over the term of the franchise agreement which is, for the most part, ten year agreements. The Company receives revenue from ongoing royalty income which are based on sales by the franchisee reported to the company weekly as they occur and 7% of those reported sales are recorded as royalty income and collected from the Franchisee that same day via ACH withdrawal from their bank account. The Company receives equipment commissions from the equipment distributor on sales of equipment to the Franchisee which is arranged for by the Company. That commission is recorded as earned and generally collected every thirty days from the equipment distributor. The Company’s other regular source of revenue is from manufacturer allowances and distributor allowances. In the case of distributors, the Company receives a distribution report from each distributor on a monthly basis which report indicates the amount of fees the distributor has collected from the Franchisee on behalf of the Company and held in trust when billed by the distributor and remitted to the Company on a monthly basis. Manufacturing allowances are generally negotiated price allowance from the manufacturer of the various Noble Roman’s ingredients for the benefit of using Noble Roman’s recipes and formulas for producing the ingredients. That allowance is recognized as income when the manufacturer recognizes it as a liability and are remitted to the Company monthly from all manufacturers and, in addition, both our cheese manufacturer and our cheese sauce manufacturer has an annual incentive plan which we receive in January or February of each year based on the previous year’s usage. Deferred contract income at the end of 2023 was $1,577,299 and during 2024 $264,847 of that balance was recorded in income and an additional $292,500 was added to deferred income with a balance at the end of December 31, 2024 of $1,604,962.  Deferred contract cost was $1,403,299 at December 31, 2023 and during 2024 $233,704 of that cost was recorded as expense and $435,357 was added to deferred cost for a balance of $1,604,952 at December 31, 2024.  In addition to the deferred income and deferred cost, the Company also had contract income consisting of franchise fees, royalties and manufacturing allowances with a receivable balance of $1,169,446 on December 31, 2023.  Total revenue recognized as income in 2024 from this category was $5,540,968 with a balance in receivables on December 31, 2024 of $586,554.  These receivables at both the beginning and end of the year 2024 all relate directly or indirectly to the revenue stream consisting of royalties, manufacturing allowances, distributor allowances and some legal costs related to enforcing franchising agreements which are to be reimbursed by the Franchisee in accordance with the franchise agreements.

Advertising Costs: The Company records advertising costs consistent with ASC “Other Expense” topic and “Advertising Costs” subtopic. This statement requires the Company to expense advertising production costs the first time the production material is used.

Fair Value Measurements and Disclosures: The Fair Value Measurements and Disclosures topic of ASC 820 requires companies to determine fair value based on the price that would be received to sell the assets or paid to transfer to liability to a market participant. The fair value measurements and disclosure topic emphasis that fair value is a market based measurement, not an entity specific measurement. The guidance requires that assets and liabilities carried at fair value be classified and disclosed in one of the following categories:

Level One: Quoted market prices in active markets for identical assets or liabilities.

Level Two: Observable market–based inputs or unobservable inputs that are corroborated by market data.

Level Three: Unobservable inputs that are not corroborated by market data.

Use of Estimates: The preparation of the consolidated financial statements in conformity with United States 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 could differ from those estimates. In 2020, in light of the additional uncertainty created as a result of the COVID-19 pandemic, the Company decided to create a reserve 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 income at the time received or otherwise secured. The Company evaluates its property and equipment and related costs periodically to assess whether any impairment indications are present, including recurring operating losses and significant adverse changes in legal factors or business climate that affect the recovery of recorded value. If any impairment of an individual asset is evident, a loss would be provided to reduce the carrying value to its estimated fair value.

Debt and Warrant Issuance Costs: Debt and warrant issuance cost is presented on the balance sheet as a direct reduction from the carrying amount of the associated liability. Those issuance costs are amortized to interest expense ratably over the term of the applicable debt or warrant. The unamortized issuance cost at December 31, 2024 was $143,349.

Intangible Assets: The Company recorded goodwill of $278,000 as a result of the acquisition of RH Roanoke, Inc. of certain assets of a former franchisee of the Company. Goodwill has an indeterminable life and is assessed for impairment at least annually and more frequently as triggering events may occur. In making this assessment, management relies on a number of factors including operating results, business plans, economic projections, anticipated future cash flows, and transactions and marketplace data. Any impairment losses determined to exist are recorded in the period the determination is made. There are inherent uncertainties related to these factors and management’s judgment is involved in performing goodwill and other intangible assets valuation analysis, thus there is risk that the carrying value of goodwill and other intangible assets may be overstated or understated. The Company has elected to perform the annual impairment assessment of recorded goodwill as of the end of the Company’s fiscal year. The results of this annual impairment assessment indicated that the fair value of the reporting unit as of December 31, 2024 exceeded the carrying or book value, including goodwill, and therefore recorded goodwill was not subject to impairment.

Long Lived Assets: The Company reviews long lived assets on an annual basis to determine if there has been any impairment in value. The Company has determined there has been no impairment of value in the recorded fixed assets.

Franchising Revenue: This includes royalty income, franchise fee income in accordance with ASC 606, commissions on equipment, marketing allowances and other miscellaneous income. Royalties are generally recognized as income monthly based on a percentage of monthly sales of franchised or licensed restaurants and from audits and other inspections as they come due and payable by the franchisee. Administrative fees are recognized as income monthly as earned. The Company adopted Accounting Standards Update (“ASU”) 2014-09 effective January 2018 which did not materially affect the Company's recognition of royalties, administrative fees or sales from Company-owned restaurants. However, initial franchise fees and related contract costs, as defined in the franchise agreements, were both deferred and amortized on a straight-line basis over the term of the franchise agreements, generally five to ten years.

Income Taxes: The Company provides for current and deferred income tax liabilities and assets utilizing an asset and liability approach along with a valuation allowance as appropriate. The Company, at December 31, 2023 and December 31, 2024, had net deferred tax assets on its balance sheet totaling $3.4 million. Based on the Company’s review of its available tax credits, the Company believes it is more likely than not that the deferred tax assets will be utilized prior to their expiration.

U.S. generally accepted accounting principles require the Company to examine its tax positions for uncertain positions. Management is not aware of any tax positions that are more likely than not to change in the next 12 months, or that would not sustain an examination by applicable taxing authorities. The Company’s federal and various state income tax returns for 2021 through 2024 are subject to examination by the applicable tax authorities, generally for three years after the later of the original or extended due date.

Basic and Diluted Net Income Per Share: Net income per share is based on the weighted average number of common shares outstanding during the respective year. When dilutive, stock options and warrants are included as share equivalents using the treasury stock method.

The following table sets forth the calculation of basic and diluted income per share for the year ended December 31, 2023:

The following table sets forth the calculation of basic and diluted income per share for the year ended December 31, 2024:

Subsequent Events:  The Company evaluated subsequent events through the date the consolidated statements were issued and filed with the Annual Report on Form 10-K.  On April 14, 2025, the Company entered into an Amendment (the “Amendment”) to the Senior Secured Promissory Note and Warrant Purchase Agreement dated February 7, 2020 (as amended the “Agreement”) with Corbel Capital Partners SBIC, L.P. (“Corbel”).  Pursuant to the Agreement, among other things, the Company issued to Corbel a Senior Secured Promissory Note (as amended the “Senior Note”) in the principal amount of $8.0 million and issued to Corbel a warrant (as amended, the “Original Corbel Warrant”) to purchase up to 2,250,000 shares of common stock. 

The Amendment provided for a further extension of the maturity date of the Senior Note from April 14, 2025 to June 30, 2026. In consideration of such extension, the Company agreed to a cash interest rate payable with respect to the Senior Note of SOFR plus 9.0% per annum, with a SOFR rate floor of 4.25%, and discontinued the 3% PIK interest which was being accrued prior to this Amendment. Prior to this Amendment the Company was paying SOFR plus 7.75% plus 3% PIK interest. Pursuant the Amendment, the Company agreed to increase the required monthly payments of principal on the Senior Note to $91,667 per month from $83,333, beginning in May 2025. The deferred closing cost for the previous extension is added to the principal amount of the Senior Note as of the effective date of the Amendment. The Company paid a cash extension fee for the Amendment of approximately $66,000 at closing. The Company agreed to extend the exercise period for the Original Corbel Warrant from February 2027 to February 2030 and reduced the exercise price from $0.30 per share to $0.10 per share on the Effective Date and issued a new warrant to purchase up to 750,000 shares of Common Stock at an exercise price of $0.10 per share with a five-year exercise period. Only if the Company has not redeemed Corbel’s Senior Note by August 14, 2025, the Company will issue an additional warrant to purchase up to 500,000 shares of Common Stock at an exercise price of $0.10 per share on August 14, 2025. For any month the Senior Note remains outstanding after August 14, 2025, the Company agreed to issue additional warrants to purchase up to 250,000 shares of Common Stock at an exercise price of $0.10 per share. The Amendment required the Company to reimburse certain Corbel expenses incurred in connection with the Amendment.

Stock-based compensation – The Company accounts for all compensation related to stock, options or warrants using a fair value based method whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. The Company uses the Black-Scholes valuation model to calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued on the effective date of the agreement in accordance with generally accepted accounting principles, which includes determination of the fair value of the share-based transaction. The fair value is determined through use of the quoted stock price, the exercise price and the use of the Black-Scholes calculation.

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

When first established under the CARES Act, the tax credit was equal to 50% of the qualified wages an eligible employer paid to employees after March 12, 2020 and before January 1, 2021. The credit was also limited to a maximum annual per employee credit of $5,000. The credit was then extended through June 30, 2021 by the Tax Payer Certainty and Disaster Relief Act (“Relief Act”) (Division EE of the Consolidated Appropriations Act). The Relief Act modified the credit to be 70% of up to $10,000 of qualified wages per quarter in 2021 through June 30, 2021. The program was further extended through December 31, 2021 by the American Rescue Plan Act of 2021 (“ARPA”) but was retroactively cut short by the Infrastructure Investment and Jobs Act, ending effective September 30, 2021.

During the first quarter of 2023 the Company determined that it was entitled to an ERC of $1.718 million and has submitted amended federal Form 941 returns claiming that refund. The ERC refund is treated as a government grant reducing appropriate expenses for the $1.718 million less expenses for applying for the refund of $258,000 or a net of $1.460 million which primarily affected franchising venue as other operating expenses. This refund applied both to Noble Roman’s, Inc. and its subsidiary, RH Roanoke, Inc. To date the Company has received all five quarterly refunds for Roanoke, Inc. and three refunds for 2020 and one of the two quarterly refunds for 2021 for Noble Roman’s, Inc. In recent communications with the Internal Revenue Service (“IRS”) initiated by the Company, the IRS indicated the final refund claim had been received and was still in process but that all ERC refund payments had been delayed due to administrative backlog in processing refunds generally.