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| Press Release

Noble Roman's Highlights Third Quarter Events; Announces First Eight Month Operating Results for Craft Pizza & Pub; Announces Full Financial Results for the Third Quarter and Year-to-Date

INDIANAPOLIS, IN / ACCESSWIRE / November 14, 2017 / Noble Roman's, Inc. (OTCQB: NROM), the Indianapolis based franchisor and licensor of Noble Roman's Pizza, today announced highlights from the most recent three-month and nine-month periods ended September 30, 2017.

On September 13, 2017, the company entered into a loan agreement with First Financial Bank which provides a senior credit facility consisting of: (i) a term loan in the amount of $4.5 million; and (ii) a development line of credit of up to $1.6 million. Borrowings under the credit facility bear interest at a variable annual rate equal to LIBOR plus 4.25%. All outstanding amounts owed under the agreement are to be repaid monthly on a seven-year amortization schedule with the balance due on September 13, 2022. Proceeds of the term loan were used to repay all existing indebtedness of the company, except for its subordinated convertibles notes, to pay certain expenses related to the credit facility and with the remainder used for general corporate purposes. The company may draw on the development line of credit in three tranches of up to $550,000 each for eligible costs incurred to build-out three new Noble Roman's Craft Pizza & Pub locations. Repayment of advances under each tranche of the development loan will begin four months following the draw of each tranche based on a seven-year principal amortization schedule plus interest at the rate of LIBOR plus 4.25%, with the balance due on September 13, 2022. The recently completed refinancing will substantially lower the company's monthly debt service requirement and cash interest expense. As currently structured, including interest on the subordinated debt, based on today's interest rates and the anticipated drawdown on the development loan, the company's cash interest expense will be lowered to approximately $539,000 for the next 12 months, compared to cash interest of $1.2 million for the last twelve months.

The first unit of the company's Craft Pizza & Pub ("CPP") concept continues to exceed management's pre-opening expectations. For the eight months that the unit has been open (February through September), sales were $1.22 million net of discounts and promotions, with a net income of $321,000. The company reiterated that the second CPP location is on schedule to open on November 17, 2017, and the third CPP is scheduled to open mid-January, 2018. In addition, the company is considering a variety of locations for its fourth location to open in early spring, 2018. The first franchised CPP location is now under construction to open in the first quarter of 2018, as well. As previously announced, the company has engaged a search firm to assist in recruiting an experienced vice president of development for the CPP concept as well as another proven sales person to add to the sales capacity for the company's non-traditional franchises.

The CPP concept has a hint of nostalgia with a modern flair and substantial new innovations. The CPP harkens back to the company's early history when it was known simply as "Pizza Pub." Like then, for fast and efficient service that is easy to staff and manage, ordering takes place at the counter and food runners deliver orders to the dining room for dine-in guests. The CPP features many exciting enhancements over the current competitive landscape, particularly when compared to the fast-casual segment from which it differs greatly. As the name implies, the restaurant features two styles of hand-crafted, made-from-scratch pizzas in personal, medium, and large sizes with a selection of over 40 different toppings, cheeses, and sauces from which to choose. The pizza offerings feature Noble Roman's traditional hand-crafted thinner crust, as well as its signature deep-dish Sicilian crust. Beer and wine are also featured, with 16 different beers on tap including both national and local craft selections.

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 "Dusting & Drizzle Station" where guests can customize their pizzas after they are baked with a variety of toppings and drizzles, such as rosemary infused olive oil, honey, and Italian spices. Kids and adults alike 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 are thirteen large and giant screen TV monitors for sports and the nostalgic black and white shorts featured in Noble Roman's earlier days.

Financial Results for the Three-Month Period ended September 30, 2017 Compared to the Comparable Period Ended in 2016

  • Total revenue was $2.5 million compared to $2.0 million (a 24.3% increase).
  • Operating income was $761,000 compared to $856,000.
  • Expense from change in fair value of derivatives was $930,000 compared to none. Management believes that the requirement to treat its convertible notes as derivatives results in significant and arbitrary quarterly adjustments, which are not a reflection of operating results, but such treatment is currently required under generally accepted accounting principles. The accounting treatment of derivative financial instruments requires that the company record these instruments at their "fair value" as of the inception date and at a 'fair value' on each substantive balance sheet date. Any change in 'fair value' is recorded as non-operating, non-cash income or expense which goes away upon conversion of the convertible note or exercise of the warrant.
  • Interest expense was $601,000 compared to $154,000. As explained above, as a result of the refinancing, interest expense will be significantly reduced in future quarters.
  • Net loss before taxes from continuing operations was $1.1 million, compared to income of $702,000.
  • Loss from discontinued operations net of tax benefit was $129,000, compared to $1.4 million. This expense is expected to be minimal in future periods.
  • Net loss was $1.2 million, or $.06 per basic share, compared to a net loss of $993,000, or $.05 per basic share.
  • Upfront franchise fees and commissions were $58,000, compared to $83,000.
  • Royalties and fees less upfront fees were $1.7 million, compared to $1.9 million. The decrease was primarily the result of retiring the stand-alone take-n-bake concept. This loss in revenue was more than offset by the additional revenue of $457,000 from the new Craft Pizza & Pub location.
  • Royalties and fees from non-traditional locations other than grocery stores were $1.2 million, compared to $1.2 million. The recruitment of an additional sales person could increase this revenue in the future.
  • Royalties and fees from grocery store take-n-bake locations were $425,000, compared to $530,000.
  • Royalties and fees from stand-alone take-n-bake locations were $2,000, compared to $65,000, as a result of discontinuing franchising in the stand-alone take-n-bake venue.

Financial Results for the Nine-Month Period ended September 30, 2017 Compared to the Comparable Period Ended in 2016

  • Total revenue was $7.2 million, compared to $5.7 million (a 25.3% increase).
  • Operating income was $2.1 million, compared to $2.4 million.
  • Expense from change in fair value of derivatives was $633,000, compared to none. Management believes that the requirement to treat its convertible notes as derivatives results in significant and arbitrary quarterly adjustments, which are not a reflection of operating results, but such treatment is currently required under generally accepted accounting principles. The accounting treatment of derivative financial instruments requires that the company record these instruments at their "fair value" as of the inception date and at a "fair value" on each substantive balance sheet date. Any change in "fair value" is recorded as non-operating, non-cash income or expense which goes away upon conversion of the convertible note or exercise of the warrant.
  • Interest expense was $1.2 million, compared to $292,000. As explained above, as a result of the refinancing, interest expense will be significantly reduced in future periods.
  • Net loss before taxes from continuing operations was $54,000, compared to income of $1.3 million.
  • Loss from discontinued operations net of tax benefit was $129,000, compared to $1.4 million. This expense is expected to be minimal in future periods.
  • Net loss was $403,000, or $.02 per basic share, compared to a net loss of $611,000, or $.03 per basic share.
  • Upfront franchisee fees and commissions were $198,000, compared to $222,000.
  • Royalties and fees less upfront fees were $4.9 million, compared to $5.3 million. The decrease was a result of retiring the stand-alone take-n-bake concept. This loss in revenue was more than offset by the additional revenue of $1.2 million from the new Craft Pizza & Pub location.
  • Royalties and fees from non-traditional franchises other than grocery stores were $3.3 million, compared to $3.3 million. The recruitment of an additional sales person could increase this revenue in the future.
  • Royalties and fees from grocery store take-n-bake locations were $1.3 million, compared to $1.5 million.
  • Royalties and fees from stand-alone take-n-bake locations were $65,000, compared to $276,000, as a result of discontinuing franchising in the stand-alone take-n-bake venue.

Balance Sheet Summary

Current assets totaled $4.3 million and current liabilities totaled $1.1 million as of September 30, 2017, compared to total current assets of $4.6 million and current liabilities of $2.1 million as of December 31, 2016. The primary reason for the change was refinancing all of the Company's debt except the subordinated convertible notes on a seven-year amortization with a five-year due date. That improvement was partially offset by reclassifying the current portion of deferred tax asset to long-term in accordance with the Financial Accounting Standards Board (the "FASB") recently issued Accounting Standards Update ("ASU") 2015-17 as part of its Simplification Initiative. Total stockholders' equity as of September 30, 2017 was $13.6 million, compared to $14.0 million as of December 31, 2016.

The statements contained in this press release 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 projected in the forward-looking statements due to risks and uncertainties that exist in the company's operations and business environment, including but not limited to competitive factors and pricing pressures, non-renewal of franchise agreements, shifts in market demand, the reliability and continued performance of third party manufacturers and distributors, the success of new franchise programs, including the new 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 purchases of or demand for the company's products, licenses or franchises, the success or failure of individual franchisees and licensees, changes in prices or supplies of food ingredients and labor, the ability to refinance its convertible debt into 2019 if any remains outstanding and dependence on continued involvement of current management. Should one or more of these risks or uncertainties materialize, or should underlying assumptions or estimates prove incorrect, actual results may differ materially from those described herein as anticipated, believed, estimated, expected or intended. The company undertakes no obligations to update the information in this press release for subsequent events.

FOR ADDITIONAL INFORMATION, CONTACT:

For Media Information: Scott Mobley, President & CEO 317/634-3377
For Investor Relations: Paul Mobley, Executive Chairman 317/634-3377

Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)

Assets
December 31,
2016
September 30,
2017
Current assets:
Cash
$ 477,928 $ 381,814
Accounts receivable - net
1,828,534 2,376,922
Inventories
754,418 726,883
Prepaid expenses
568,386 810,575
Deferred tax asset - current portion
925,000 -
Total current assets
4,554,266 4,296,194
Property and equipment:
Equipment
1,963,957 2,239,267
Leasehold improvements
88,718 271,697
Construction and equipment in progress
351,533 131,032
2,404,208 2,641,996
Less accumulated depreciation and amortization
1,194,888 1,323,934
Net property and equipment
1,209,320 1,318,062
Deferred tax asset (net of current portion)
8,696,870 9,481,008
Goodwill
278,466 278,466
Other assets including long-term portion of receivables - net
5,159,937 5,717,465
Total assets
$ 19,898,859 $ 21,091,195
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of term loan payable to bank
$ 655,725 $ 642,857
Current portion of loan payable to Super G
1,130,765 -
Accounts payable and accrued expenses
339,125 422 251
Total current liabilities
2,125,615 1, 065, 108
Long-term obligations:
Term loan payable to bank (net of current portion)
710,729 3,471,932
Loan payable to Super G (net of current portion)
718,175 -
Notes payable to officers
310,000 -
Notes payable to Kingsway America
600,000 -
Convertible notes payable
769,835 1,037,050
Derivative warrant liability
210,404 685,154
Derivative conversion liability
435,671 1,202,058
Total long-term liabilities
3,754,814 6,396,194
Stockholders' equity:
Common stock - no par value (40,000,000 shares authorized, 20,783,032
issued and outstanding as of December 31, 2016 and September 30,
2017)
24,308,297 24,322,885
Accumulated deficit
(10,289,867 ) (10,692,992 )
Total stockholders' equity
14,018,430 13,629,893
Total liabilities and stockholders' equity
$ 19,898,859 $ 21,091,195

Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)

Three-Months Ended
September 30,
Nine-Months Ended
September 30,
2016
2017
2016
2017
Revenue:
Royalties and fees
$ 1,953,843 $ 1,733,956 $ 5,544,389 $ 5,062,549
Administrative fees and other
12,459 10,992 34,168 34,933
Restaurant revenue - Craft Pizza & Pub
- 457,133 - 1,223,351
Restaurant revenue - non-traditional
55,691 310,840 162,737 871,192
Total revenue
2,021,993 2,512,921 5,741,294 7,192,025
Operating expenses:
Salaries and wages
275,694 216,432 759,603 698,326
Trade show expense
124,209 126,361 383,086 371,472
Travel expense
57,010 37,589 152,684 146,017
Other operating expenses
210,787 222,045 607,893 649,778
Restaurant expenses - Craft Pizza & Pub
- 347,342 - 902,459
Restaurant expenses - non-traditional
51,270 307,583 141,175 855,980
Depreciation and amortization
31,675 60,127 92,763 171,890
General and administrative
415,487 434,532 1,205,961 1,246,620
Total expenses
1,166,133 1,757,011 3,343,164 5,042,542
Operating income
855,860 760,910 2,398,130 2,149,483
Interest
153,882 601,192 291,822 1,220,945
Loss on restaurant discontinued
- - 36,776 -
Adjust valuation of receivables
- 350,000 750,659 350,000
Change in fair value of derivatives
- 929,810 - 632,537
Income (loss) before income taxes from
continuing operations
701,978 (1,120,092 ) 1,318,873 (53,999 )
Income tax expense (benefit)
268,208 (72,388 ) 503,907 220,089
Net income (loss) from continuing operations
Loss from discontinued operations net of
433,770 (1,047,704 ) 814,966 (274,088 )
tax benefits of $881,902 for 2016 and $79,228
for 2017
(1,426,289 ) (129,037 ) (1,426,289 ) (129,037 )
Net loss
$ (992,519 ) $ (1,176,741 ) $ (611,323 ) $ (403,125 )
Earnings per share - basic
Net income (loss)from continuing operations
.02 (.05 ) .04 (.01 )
Net loss from discontinued operations net of tax
benefit
(.07 ) (.01 ) (.07 ) (.01 )
Net loss
(.05 ) (.06 ) (.03 ) (.02 )
Weighted average number of common shares
outstanding
20,783,032 20,783,032 20,781,501 20,783,032
Diluted earnings per share:
Net income from continuing operations
.02 (.04 ) .04 (.01 )
Net loss from discontinued operations net of tax
benefit
(.07 ) (.01 ) (.07 ) (.01 )
Net loss
(.05 ) (.05 ) (.03 ) (.02 )
Weighted average number of common shares
outstanding
20,924,077 25,792,995 20,922,546 25,657,464

SOURCE: Noble Roman's, Inc.