NOBLE ROMAN'S, INC. General Information
Noble Roman's, Inc. , anIndiana corporation incorporated in 1972, sells and services pizza-focused foodservice franchises and licenses under the trade name "Noble Roman's Craft Pizza & Pub," "Noble Roman's Pizza," "Noble Roman's Take-N-Bake," and "Tuscano's Italian Style Subs". It also currently operates one Company-owned non-traditional Noble Roman's Pizza and Tuscano's Italian Style Subs location in a hospital and five Company-owned Craft Pizza & Pub restaurants with a sixth location under development. The Company's concepts' feature high quality fresh pizza, pasta and salads along with other related menu items, simple operating systems, fast service times, attractive food costs and overall affordability. To facilitate growth, the Company began adding Company-owned Craft Pizza & Pub locations to its business plan in 2017 and has now begun franchising Craft Pizza & Pub on a limited basis to qualified multi-unit operators. The Company opened two Craft Pizza & Pub locations in 2017, added two additional locations in 2018 and opened one thus far in 2020 with another one under development expected to open near the end of the third quarter. The Company has plans for additional company-owned locations to open later this year and next year. The first franchised Craft Pizza & Pub opened inMay 2019 inLafayette, Indiana and the second franchised Craft Pizza & Pub opened inNovember 2019 inEvansville, Indiana . The franchisee of the first franchised location has a second location now under development inKokomo, Indiana with plans to open late summer of 2020. In addition to growth in the Craft Pizza & Pub venue, since 1997 the Company had concentrated its efforts and resources primarily on franchising and licensing non-traditional locations and has awarded franchise and/or license agreements in all 50 states. That focus on franchising and licensing non-traditional locations is continuing and currently has a significant backlog of franchises sold but not yet opened, combined with an active base of qualified prospects for additional locations, however the current pandemic has slowed that development.RH Roanoke, Inc. operates a Company-owned non-traditional location in a hospital andNoble Roman's, Inc. owns and operates five Craft Pizza & Pub locations with another one under development and with plans to add more. The Company intends to use its Craft Pizza & Pub locations as a base to support the franchising and continued future growth of that concept.
References in this report to the "Company" and to "Noble Roman's" are to
Noble Roman's Craft Pizza & Pub
Noble Roman's Craft Pizza & Pub is intended to provide a fun, pleasant atmosphere serving pizza and other related menu items, all made to order using fresh ingredients in the view of the customers. InJanuary 2017 , the Noble Roman's Craft Pizza & Pub opened its first Company-owned restaurant inWestfield, Indiana , a prosperous and growing community on the northwest side ofIndianapolis . Since that time four additional Craft Pizza & Pubs have been opened as Company-owned restaurants. Noble Roman's Craft Pizza & Pub is designed to harken back to the Company's early history when it was known simply as "Pizza Pub ." Like then, and like the new full-service pizza concepts today, ordering takes place at the counter and food runners deliver orders to the dining room for dine-in guests. The Company believes that Noble Roman's Craft Pizza & Pub features many enhancements over the current competitive landscape. The restaurant features two styles of hand-crafted, made-from-scratch pizzas with a selection of 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 high quality, 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 pizza offerings featureNoble Roman's traditional hand-crafted thinner crust as well as its signature deep-dish Sicilian crust. After extensive research and development, the system has been designed to enable fast cook times, with oven speeds running approximately 2.5 minutes for traditional pies and 5.75 minutes for Sicilian pies. Traditional pizza favorites such as pepperoni are options on the menu, but also offered is a selection of Craft Pizza & Pub original creations like "Swims with the Fishes" and "Pizza Margherita". The menu also features a selection of contemporary and fresh, made-to-order salads and fresh-cooked pasta. In addition, the menu includes baked subs, hand-sauced wings and a selection of desserts, as well asNoble Roman's famous Breadsticks with Spicy Cheese Sauce. 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. Also in the dining room is a "Dust &Drizzle Station " where guests can customize their pizzas after they are baked with a variety of condiments and drizzles, such as rosemary-infused olive oil, honey and Italian spices. Kids and adults enjoyNoble 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 a large number of giant screen television monitors for sports and the nostalgic black and white shorts featured inNoble Roman's earlier days. 11
Noble Roman's Pizza for Non-Traditional Locations
Noble Roman's franchised and licensed non-traditional locations are designed to bring high-quality, pizza-focused foodservice into underlying establishments that have a captive audience or high customer counts associated with their business. Examples of these venues include convenience stores, hospitals, entertainment facilities, military bases, bowling centers and other similar facilities.Noble Roman's , for non-traditional locations, range in scope from relatively small operations focused on quick meals and impulse food purchases to elaborate, full-scale restaurant operations depending on the facility and the goals of the individual franchisee or licensee. 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 pre-cooked sauce made with secret spices 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 license venue.
Tuscano's Italian Style Subs
Tuscano's Italian Style Subs is a separate non-traditional location concept that focuses on sub sandwich menu items but only in locations that also have aNoble Roman's franchise. The ongoing royalty for a Tuscano's franchise is identical to that charged for a Noble Roman's Pizza franchise.
Business Strategy
The Company is focused on revenue expansion while continuing to minimize overhead and other costs. To accomplish this, the Company will continue owning and operating a core of Craft Pizza & Pub locations and develop what it believes to be a large growth opportunity by franchising with qualified multi-unit franchisees. At the same time, the Company will continue to focus on franchising/licensing for non-traditional locations, especially convenience stores and entertainment centers.
Business Operations
Distribution
The Company's proprietary ingredients are manufactured pursuant to the Company's recipes and specifications 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 throughoutthe 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. In addition, the Company has agreements with various grocery store distributors located in parts of the country which agree to buy the Company's ingredients from one of the Company's primary distributors and to distribute those ingredients only to their grocery store customers who have signed license agreements with the Company. Franchising
The Company sells franchises for both non-traditional and traditional locations.
The initial franchise fees are as follows:
Craft Pizza
Non-Traditional, Except Hospitals Hospitals & Pub
Franchise Format
Noble Roman's Pizza $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.
Licensing
Noble Roman's Take-n-Bake Pizza licenses for grocery stores are governed by a supply agreement. The supply agreement generally requires the licensee to: (1) purchase proprietary ingredients only from aNoble Roman's -approved distributor; (2) assemble the products using onlyNoble Roman's approved ingredients and recipes; and (3) display products in a manner approved byNoble Roman's usingNoble Roman's point-of-sale marketing materials. Pursuant to the distributor agreements, the primary distributors place an additional mark-up, as determined by the Company, above their normal selling price on the key ingredients as a fee for the Company in lieu of royalty. The distributors agree to segregate this additional mark-up upon invoicing the licensee or grocery store distributor, to hold the fees in trust for the Company and to remit them to the Company within ten days after the end of each month. 12 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 June 30, Six Months ended June 30,
2019 2020 2019 2020
Description
Revenue $1,329,465 100% $1,406,865 100% $2,472,079 100% $2,499,813 100%
Cost of sales 278,048 20.9 279,037 19.8 515,723 20.8 514,629 20.6
Salaries and
wages 379,695 28.6 36,781 2.6 745,676 30.2 355,305 14.2
Facility cost
including rent,
common area and
utilities 209,093 15.7 185,576 13.2 409,700 16.6 388,356 15.5
Packaging 35,473 2.7 45,126 3.2 66,790 2.7 75,379 3.0
Delivery fees 21,392 1.6 73,131 5.2 35,457 1.4 108,330 4.3
All other
operating
expenses 197,233 14.8 184,689 11.0 358,507 14.5 334,370 13.4
Total expenses 1,120,934 84.3 804,340 57.2 2,131,853 86.2 1,776,369 71.1
Margin
contribution $208,531 15.7% 602,525 42.8 $340,226 13.8% $723,444 28.9
Margin contribution from this venue was decreased
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 June 30, Six Months ended June 30,
2019 2020 2019 2020
Description
Royalties and
fees franchising $1,335,297 82.4% $914,831 84.1% $2,622,475 81.6% $2,192,932 85.8%
Royalties and
fees grocery 284,911 17.6 173,513 15.9 590,747 18.4 362,791 14.2
Total royalties
and fees revenue 1,620,208 100.0 1,088,344 100.0 3,213,222 100.0 2,555,723 100.0
Salaries and
wages 175,789 10.8 19, 147 1.8 371,415 11.6 215,196 8.4
Trade show
expense 104,906 6.5 105,000 9.6 210,000 6.5 210,000 8.2
Insurance 65,768 4.0 37,551 3.5 175,692 5.5 123,977 4.9
Travel and auto 27,129 1.7 18,322 1.7 54,678 1.7 46,770 1.9
All other
operating
expenses 171,222 10.6 87,608 8.0 227,741 7.1 162,041 6.3
Total expenses 544,814 33.6 267,628 24.6 1,039,526 32.4 757,984 29.7
Margin
contribution $1,075,394 66.4% $820,716 75.4% $2,173,696 67.6% $1,797,739 70.3%
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 June 30, Six Months ended June 30,
2019 2020 2019 2020
Description
Revenue $160,020 100% $111,433 100% $330,522 100% $266,117 100.0%
Cost of sales 62,741 39.2 44,786 40.2 126,688 38.3 104,348 39.2
Salaries and
wages 54,041 33.8 4,118 3.7 107,833 32.6 60,374 22.7
Rent 15,163 9.5 10,707 9.6 31,329 9.5 25,417 9.6
Packaging 4,629 2.9 3,163 2.8 9,508 2.9 7,333 2.8
All other
operating
expenses 16,535 10.3 14,209 12.8 31,460 9.5 31,754 11.9Total expenses 153,109 95.7 76,983 69.1 306,818 92.8 229,226 86.1 Margin contribution$6,911 4.3%$34,450 30.9%$23,704
7.2%$36,891 13.9% 13 Results of Operations
Company-Owned Craft Pizza & Pub
The revenue from this venue grew from$1.33 million to$1.41 million and from$2.47 million to$2.50 million for the respective three-month and six-month periods endedJune 30, 2020 compared to the comparable periods in 2019. Revenue was increased by opening an additional Craft Pizza & Pub restaurant onMarch 25, 2020 but that increase was partially offset by the Governor of theState of Indiana issuing an order onMarch 16, 2020 in response to the COVID-19 pandemic closing all dining rooms for inside dining for an indefinite period of time but allowed carry-out and delivery. Most but not all, of the inside dining revenue that was lost from the closure of the dining rooms was made up through our Pizza Valet service and outside delivery service. Cost of sales improved to 19.8% and 20.6% from 20.9% and 20.8%, respectively, for the three-month and six-month periods endedJune 30, 2020 compared to the comparable periods in 2019. This improvement was the result of efficiency gained as the restaurants matured and as the staff gained experience. Salaries and wages decreased to 2.6% and 14.2% from 28.6% and 30.2% for the respective three-month and six-month periods endedJune 30, 2020 compared to the comparable periods in 2019. The primary reason for the decrease was the PPP grant was first used for reimbursing the Company for payroll costs for retaining employees. In addition, this improvement was the result of improved efficiency as the restaurants matured and as the staff gained experience and was partially the result of all of the dining rooms being closed by order of the Governor onMarch 16, 2020 . During the period of closure the restaurants continued to use Pizza Valet service for carry-out which decreased the labor requirements to a greater extent in percentage terms than the sales were reduced by the lack of dining room service. Gross margin contribution increased from 15.7% to 42.8% and from 13.8% to 28.9% for the three-month and six-month periods, respectfully, compared to the comparable periods last year. This significant increase is largely the result of the PPP grant offsetting salaries and wages and, to a lesser extent, reduction in other costs. Overall expenses for this venue decreased from 84.3% to 57.2% and from 86.2% to 71.1% for the three-month and six-month periods, respectfully, compared to the comparable periods last year. Cost of sales decreased from 20.9% to 19.8% and from 20.8% to 20.6% plus facility cost decreased from 15.7% to 13.2% and from 16.6% to 15.5% for the three-month and six-month periods, respectfully, compared to the comparable periods last year.
Franchising
Total revenue from this venue decreased to$1.1 million and$2.6 million in the respective three-month and six-month periods endedJune 30, 2020 from$1.6 million and$3.2 million for the comparable periods in 2019. Royalties and fees from franchising decreased to$915,000 and$2.2 million from$1.3 million and$2.6 million for the comparable periods in 2019. These decreases also reflected decreases in fees from grocery store take-n-bake decreasing to$173,000 and$363,000 from$285,000 and$591,000 for the three-month and six-month periods, respectively, compared to the comparable periods in 2019. The decreases in fees from franchising were the result of the pandemic which caused several of the locations to be temporarily closed during the second quarter. The decreases in grocery store take-n-bake were a result of the Company's focus away from grocery stores to franchising because of the strong economic conditions prior to COVID-19 pandemic and due to pandemic creating rush on grocery stores with minimal staff which did not have sufficient resources to maintain assembling pizzas for take-n-bake. Salaries and wages, trade show expense, insurance and other operating costs decreased from 33.6% to 24.6% and from 32.4% to 29.7% for the three-month and six-month periods, respectively, compared to the comparable periods in 2019. These reductions significantly relate to the grant through the PPP partially reimbursing the Company for its payroll costs during that period. InJanuary 2019 , the Company reviewed this venue in depth to find ways to minimize costs and accomplish its objectives with fewer people and lower costs in general. These efforts are reflected in the gross margin increases. Gross margin increased to 66.4% to 75.4% and from 67.6% to 70.3% for the three-month and six-month periods, respectively, compared to the comparable periods in 2019. As indicated in the previous paragraph, these increased margins reflect the partial reimbursement of the Company's payroll costs through the PPP and partially as a result of the Company's in-depth review of its operations to find ways to minimize costs and still accomplish its mission.
Company-Owned Non-Traditional Locations
Gross revenue from this venue decreased from$160,000 to$111,000 and from$331,000 to$266,000 for the respective three-month and six-month periods endedJune 30, 2020 compared to the comparable periods in 2019. The primary reason for these decreases was 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 decreased from
14
Depreciation and amortization increased from $76,446 to $98,279 and decreased
from $170,045 to $164,226 for three-month and six-month periods ended June 30,
2020 compared to the corresponding periods in 2019. Depreciation increased in
the current quarter due to the opening of the Brownsburg location in March 2020 .
General and administrative expenses decreased from $425,000 to $344,000 and from
$841,000 to $794,000 for the three-month and six-month periods ended June 30,
2020 compared to the corresponding periods in 2019. A significant reason for the
decreases was the grant through the PPP partially reimbursing the Company for
its payroll costs during that period.
Operating income increased to $1.02 million from $801,000 and increased to $1.61
million from $1.55 million for the respective three-month and six-month periods
ended June 30, 2020 compared to the corresponding periods in 2019. A significant
reason for the increase in the second quarter was the grant through the PPP
partially reimbursing the Company for its payroll costs during a portion of the
second quarter, partially offset by the temporary closing of some of the
non-traditional franchises due to COVID-19.
Interest expense increased to $323,000 from $220,000 and to $1.25 million from
$347,000 for the respective three-month and six-month periods ended June 30,
2020 compared to the comparable periods in 2019. The primary reason for the
increases was a result of the financing that occurred in February 2020 resulting
in non-cash write-offs of the unamortized original loan cost for both First
Financial Bank and the private placement sub-debt, which in the aggregate was
$658,000 and, in addition, the non-cash PIK interest expense of $61,000 in the
three-month period ending June 30, 2020 and $97,000 for the six-month period
ended June 30, 2020 .
Net income before income tax increased to $696,000 from $580,000 and decreased
to $359,000 from $1.21 million for the respective three-month and six-month
periods ended June 30, 2020 compared to the corresponding periods in 2019. The
three-month results were aided by the grant through the PPP partially
reimbursing the Company for its payroll costs partially offset by the lowering
of income from non-traditional locations because of temporary closing some of
those locations because of COVID-19. The six-month period decrease was
substantially because of the non-cash write-off of unamortized loan costs of the
Company's previous debts and the non-cash expense from the PIK interest cost.
Due to the factors discussed above, net income increased to $696,000 from
$441,000 and decreased to $441,000 from $917,000 for the respective three-month
and six-month periods ended June 30, 2020 compared to the corresponding periods
in 2019. Income tax expense is not significant in the second quarter as the
benefit from the reimbursement of certain expenses in the PPP is non-taxable as
designated in the CARES Act.
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 a limited number of 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 and March of 2020.
During 2018, the Company invested resources (approximately$300,000 ) to commence franchising of the Craft Pizza & Pub franchise. As ofDecember 31, 2019 , the Company had two Craft Pizza & Pub locations under franchise agreements which were open and an additional franchise location under development and expected to open in late summer of 2020.
The Company is operating one non-traditional location in a hospital and has no plans for operating any additional non-traditional locations.
The Company's current ratio was 5.2-to-1 as of
InJanuary 2017 , the Company completed the offering of$2.4 million principal amount of convertible, subordinated and unsecured promissory notes (the "Notes") convertible to common stock at$0.50 per share and warrants (the "Warrants") to purchase up to 2.4 million shares of the Company's common stock at an exercise price of$1.00 per share, subject to adjustment. In 2018,$400,000 principal amount of Notes was converted into 800,000 shares of the Company's common stock, inJanuary 2019 another Note in the principal amount of$50,000 was converted into 100,000 shares of the Company's common stock, and inAugust 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 ofDecember 31, 2019 . Holders of Notes in the principal amount of$775,000 extended their maturity date toJanuary 31, 2023 . InFebruary 2020 ,$1,275,000 of the Notes were repaid in conjunction with a new financing leaving a principal balance of$625,000 of subordinated convertible notes outstanding dueJanuary 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. Warrants to purchase 1,775,000 shares of common stock at$1.00 per share expired late in 2019. InSeptember 2017 , the Company entered into a loan agreement (the "Bank Agreement") withFirst Financial Bank (the "Bank"). The Bank Agreement provided for a senior credit facility (the "Credit Facility") from the Bank consisting of: (1) a term loan in the amount of$4.5 million (the "Term Loan"); and (2) a development line of credit of up to$1.6 million (the "Development Line of Credit") for the opening of three Craft Pizza & Pub restaurants. Borrowings under the Credit Facility bore interest at a variable annual rate up to the London Interbank Offer Rate ("LIBOR") plus 7.25%. All outstanding amounts owed under the Bank Agreement were due to mature inSeptember 2022 , however these amounts were all paid in full from the$8.0 million new financing inFebruary 2020 . 15 OnFebruary 7, 2020 , the Company entered into the Agreement withCorbel Capital Partners SBIC, L.P. (the "Purchaser") 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 or will use the net proceeds of the Agreement as follows: (i)$4.2 million was used to repay the Company's then-existing bank debt which were in the original amount of$6.1 million ; (ii)$1,275,000 was used to repay the portion of the Company's existing subordinated convertible debt the maturity date of which most had not previously been extended, (iii) debt issuance costs; and (iv) the remaining net proceeds will be used for working capital or other general corporate purposes, including development of new Company-owned Craft Pizza & Pub locations. The Senior Note bears cash interest of LIBOR, as defined in the Agreement, plus 7.75%. In addition, the Senior Note requires PIK Interest of 3% per annum, which will be 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 onFebruary 7, 2025 . The Senior Note does not require any fixed principal payments untilFebruary 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. OnApril 25, 2020 , the Company received a loan of$715,000 under the PPP. It is probable this will be forgiven, therefore the Company has accounted for it as a grant. The funds, according to the provision in the CARES Act, were used for payroll costs including payroll benefits and other minor costs allowed by the act. 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, to open additional Company-owned Craft Pizza & Pub restaurants and pursuing an aggressive 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. 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, competitive factors and pricing pressures, 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 annual report on 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.
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