-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NvN6FTWoemrfh+0wXO28xE0E4SO1mZMHY6yzflkTDBobphFfDeKRcWBCu4dotIAa laMcgARtfTT9QOA5cXaUWw== 0000926274-03-000323.txt : 20030812 0000926274-03-000323.hdr.sgml : 20030812 20030812155926 ACCESSION NUMBER: 0000926274-03-000323 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030630 FILED AS OF DATE: 20030812 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOBLE ROMANS INC CENTRAL INDEX KEY: 0000709005 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 351281154 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-11104 FILM NUMBER: 03837659 BUSINESS ADDRESS: STREET 1: ONE VIRGINIA AVE STREET 2: STE 800 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 BUSINESS PHONE: 3176343377 MAIL ADDRESS: STREET 1: ONE VIRGINIA AVENUE STREET 2: SUITE 800 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 10-Q 1 nr-603q.txt United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X Quarterly report pursuant to Section 13 or 15(d) of the Securities --- Exchange Act of 1934 For the quarterly period ended June 30, 2003 Or Transition report pursuant to Section 13 or 15(d) of the Securities --- Exchange Act of 1934 For the transition period from to Commission file number: 0-11104 NOBLE ROMAN'S, INC. (Exact name of registrant as specified in its charter) Indiana 35-1281154 (State or other jurisdiction (I.R.S. Employer Identification No.) of organization) One Virginia Avenue, Suite 800 Indianapolis, Indiana 46204 (Address of principal executive offices) (Zip Code) (317) 634-3377 (Registrant's telephone number, including area code) 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. Yes X No --- --- As of August 1, 2003, there were 16,166,158 shares of Common Stock, no par value, outstanding. PART I - FINANCIAL INFORMATION ITEM 1. Financial Statements The following condensed consolidated financial statements are included herein: Notes to condensed consolidated financial statements Page 2 Condensed consolidated balance sheets as of December 31, 2002 and June 30, 2003 Page 3 Condensed consolidated statements of operations for the three months and six months ended June 30, 2002 and 2003 Page 4 Condensed consolidated statements of cash flows for the six months ended June 30, 2002 and 2003 Page 5 The interim condensed consolidated financial statements included herein reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results of operations for the interim periods presented and the balance sheets for the dates indicated, which adjustments are of a normal recurring nature. Notes - ----- Based on the Company's 2000, 2001 and 2002 operating results, its business plan, the number of franchise units now open, the backlog of units sold to be opened, the backlog of franchise prospects now in ongoing discussions and negotiations, the Company's trends and the results of its operations thus far in 2003, management has determined that it is more likely than not that the Company's deferred tax credits will be fully utilized before the tax credits expire, the majority of which expire between 2012 and 2016. Therefore, no valuation allowance was established for its deferred tax asset. If unanticipated events should occur in the future, the realization of all or some portion of the Company's deferred tax asset could be jeopardized. The Company will continue to evaluate the need for a valuation allowance on a quarterly basis. The statements contained 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 projected in the forward-looking statements due to risks and uncertainties that exist including, but not limited to: competitive factors and pricing pressures, shifts in market demand, general economic conditions and other factors, including (but not limited to) changes in demand for the Company's products or franchises, the impact of competitors' actions, and changes in prices or supplies of food ingredients and labor. 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. 2 Noble Roman's, Inc. and Subsidiaries Condensed Consolidated Balance Sheets
(Unaudited) December 31, June 2002 30, 2003 ---- -------- Assets ------ Current assets: Cash $ 13,180 $ 10,748 Accounts and notes receivable 1,107,551 1,172,789 Inventories 140,762 132,185 Prepaid expenses 345,818 476,423 Current portion of long-term notes receivable 58,618 119,216 Deferred tax asset - current portion 1,550,000 2,250,000 ------------ ------------ Total current assets 3,215,929 4,161,361 Property and equipment: Equipment 923,034 951,095 Leasehold improvements 86,229 86,229 ------------ ------------ 1,009,262 1,037,324 Less accumulated depreciation and amortization 373,301 405,765 ------------ ------------ Net property and equipment 635,962 631,559 ------------ ------------ Deferred tax asset 8,371,093 7,329,786 Other assets 1,377,761 1,727,771 ------------ ------------ Total assets $ 13,600,744 $ 13,850,477 Liabilities and Stockholders' Equity ------------------------------------ Current liabilities: Accounts payable and accrued expenses $ 1,920,915 $ 1,548,835 Note payable to officer 65,840 65,840 Current portion of long-term notes payable to various funds affiliated with Geometry Group 1,050,000 1,513,740 Deferred franchise fees 163,115 63,000 ------------ ------------ Total current liabilities 3,199,870 3,191,415 ------------ ------------ Long-term obligations: Notes payable to Provident Bank net of warrant value of $67,370 at December 31, 2002 and $30,896 at June 30, 2003 7,632,630 7,969,104 Notes payable to Geovest Capital Partners, L.P. 1,599,883 859,060 ------------ ------------ Total long-term liabilities 9,232,513 8,828,164 ------------ ------------ Stockholders' equity: Common stock (25,000,000 shares authorized, 16,166,158 out- standing at December 31, 2002 and 16,166,158 as of June 30, 2003) 17,789,452 17,789,452 Preferred stock (5,000,000 shares authorized) 4,929,274 4,929,274 Accumulated deficit (21,550,365) (20,887,828) ------------ ------------ Total stockholders' equity 1,168,361 1,830,898 ------------ ------------ Total liabilities and stockholders' equity $ 13,600,744 $ 13,850,477 ============ ============
See accompanying notes to condensed consolidated financial statements. 3 Noble Roman's, Inc. and Subsidiaries Condensed Consolidated Statements of Operations (Unaudited)
Three Months Ended Six Months Ended June 30, June 30, -------- -------- 2002 2003 2002 2003 ---- ---- ---- ---- Revenue: Royalties and fees $ 1,350,328 $ 1,660,278 $ 2,598,737 $ 3,190,961 Administrative fees and other 49,507 51,157 174,388 90,492 Restaurant revenue 178,713 225,748 249,273 426,510 ----------- ----------- ----------- ----------- Total revenue 1,578,548 1,937,183 3,022,398 3,707,963 Operating expenses: Salaries and wages 281,060 263,995 516,260 526,077 Trade show expense 50,839 79,293 108,854 157,900 Travel expense 51,190 39,916 104,396 86,868 Other operating expenses 147,332 165,754 272,210 350,772 Restaurant expenses 159,797 220,534 226,672 418,698 Depreciation and amortization 14,342 16,232 28,604 32,464 General and administrative 299,629 306,221 591,861 617,934 ----------- ----------- ----------- ----------- Operating income 574,359 845,238 1,173,541 1,517,249 Interest and other expense 319,641 252,777 622,673 513,405 ----------- ----------- ----------- ----------- Income before income tax 254,719 592,461 550,868 1,003,844 Income tax 86,604 201,437 187,295 341,307 ----------- ----------- ----------- ----------- Net income $ 168,114 $ 391,024 $ 363,573 $ 662,537 =========== =========== =========== =========== Earnings per share: Net income $ .01 $ .02 $ .02 $ .04 Weighted average number of common shares outstanding 16,051,158 16,166,158 16,051,158 16,166,158 Fully diluted earnings per share: Net income $ .01 $ .02 $ .02 $ .04 Weighted average number of common shares outstanding 17,015,481 17,102,511 17,015,481 17,102,511
See accompanying notes to condensed consolidated financial statements. 4 Noble Roman's, Inc. and Subsidiaries Consolidated Statement of Cash Flows (Unaudited)
Six Months Ended June 30, 2002 2003 ---- ---- OPERATING ACTIVITIES Net income $ 363,573 $ 662,537 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 133,191 125,594 Deferred federal income taxes 187,295 341,307 Changes in operating assets and liabilities (increase) decrease in: Accounts receivable (156,107) (65,238) Inventory (80,861) 8,577 Prepaid expenses (69,698) (130,606) Other assets (108) (444,347) Increase (decrease) in: Accounts payable 263,047 (113,511) Deferred franchise fee 1,957 (100,115) --------- --------- NET CASH PROVIDED BY OPERATING ACTIVITIES 642,217 284,198 INVESTING ACTIVITIES Purchase of property and equipment (80,937) (28,061) --------- --------- NET CASH (USED) IN INVESTING ACTIVITIES (80,937) (28,061) FINANCING ACTIVITIES Payment of obligations for discontinued operations (580,451) (258,569) --------- --------- NET CASH (USED) BY FINANCING ACTIVITIES (580,451) (258,569) --------- --------- INCREASE (DECREASE) IN CASH (19,171) (2,432) Cash at beginning of period 25,203 13,180 --------- --------- Cash at end of period $ 6,032 $ 10,748 ========= =========
Supplemental schedule of non-cash investing and financing activities None. See accompanying notes to condensed consolidated financial statements. 5 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Noble Roman's, Inc. and Subsidiaries Results of Operations - Three-month and six month periods ended June 30, 2002 and 2003 Introduction - ------------ Over the last several years, given the potential size of the opportunities in the non-traditional and co-branding segments of the industry, the Company made the strategic decision to focus its business on franchising to non-traditional and co-branding locations and away from operating full-service, traditional restaurants. During 2000, the Company completed that transition and all of its full-service, traditional restaurants are now franchised The franchise program for non-traditional and co-brand locations was developed and launched in 1997. Since inception in 1997, the Company has awarded over 1,150 franchises in 44 states plus Washington, D.C., Guam, Puerto Rico, Italy and Canada. The program was designed based on the Company's reputation for superior tasting pizza products. It is a complete foodservice program, although primarily focused on pizza, and the concept can be tailored easily for the different venues and for different locations within a venue. The systems are designed to provide excellent taste and quality with simplicity and cost effectiveness. Operations require minimal training and low staffing levels, has a food cost structure that is very attractive and carries a low investment cost, making the unit economics attractive to the franchisee. The Company believes that franchising these type facilities offers opportunities for substantial growth for the foreseeable future. The Company has been selling franchises in such non-traditional locations as convenience stores, travel plazas, all types of entertainment facilities, military bases, universities, airports, commercial facilities where there is existing traffic, hotels and as a co-brand to other traditional restaurants. Recently, the Company has expanded its venues to include retail foodservice to hospitals. The Company believes the potential in this venue is excellent and plans to open several such locations over the next several months. The Company launched two other variations of the concept in late 2002 called "Noble Roman's Cafe-To-Go" and "Noble Roman's Pizza Express". These concepts were developed to provide pizza-focused foodservice for locations which need to add foodservice but require something even simpler and with less space requirements than the Company's standard concept. These concepts feature many of the great tasting products offered under the standard concept but where the food arrives already fully prepared and assembled, ready to bake. The concepts require no additional labor and only requires approximately 12 square feet of floor space. The innovative, patent-pending "Pizza Bake Ovens" produce fresh baked, great tasting personal pizzas in approximately 3 1/2 -5 minutes. The Company has undertaken an aggressive marketing plan nationwide and believes there is a very large market whereby the Company can accelerate its growth with these additional variations. Based on the Company's 2000, 2001 and 2002 operating results, its business plan, the number of franchise units now open, the backlog of units sold to be opened, the backlog of franchise prospects 6 now in ongoing discussions and negotiations, and the Company's trends and the results of its operations thus far in 2003, management has determined that it is more likely than not that the Company's deferred tax credits will be fully utilized before the tax credits expire. Therefore, no valuation allowance was established for its deferred tax asset. If unanticipated events should occur in the future, the realization of all or some portion of the Company's deferred tax asset could be jeopardized. The Company will continue to evaluate the need for a valuation allowance on a quarterly basis. The following table sets forth the percentage relationship to total revenue of the listed items included in Noble Roman's condensed consolidated statements of operations for the three-month and six-month periods ended June 30, 2002 and for June 30, 2003, respectively. Three Months Ended Six Months Ended June 30, June 30, -------- -------- 2002 2003 2002 2003 ---- ---- ---- ---- Revenue: Royalties and fees 85.5% 85.7% 86.0% 86.1% Administrative fees and other 3.1 2.6 5.8 2.4 Restaurant revenue 11.3 11.7 8.2 11.5 ----- ----- ----- ----- Total revenue 100.0 100.0 100.0 100.0 Operating expenses: Salaries and wages 17.8 13.6 17.1 14.2 Trade show expenses 3.2 4.1 3.6 4.3 Travel expense 3.2 2.1 3.5 2.3 Other operating expenses 9.3 8.6 9.0 9.5 Restaurant expenses 10.1 11.4 7.5 11.3 Depreciation and amortization .9 .8 .9 .9 General and administrative 19.0 15.8 19.6 16.7 ----- ----- ----- ----- Operating income 36.4 43.6 38.8 40.9 Interest and other expense 20.2 13.0 20.6 13.8 ----- ----- ----- ----- Net income before income tax 16.1% 30.6% 18.2% 27.1% Income tax 5.5 10.4 6.2 9.2 ----- ----- ----- ----- Net income 10.6% 20.2% 12.0% 17.9% ===== ===== ===== ===== 2003 Compared wth 2002 - ---------------------- Total revenue from royalties and fees increased from $1.4 million to $1.7 million and from $2.6 million to $3.2 million, respectively, for the three-month and six-month periods ended June 30, 2003 compared to the same periods in 2002. That is a 23.0% and 22.8% growth, respectively, for the three-month and six-month periods ended June 30, 2003 as compared to the same periods in 2002. Total revenue increased from $1.6 million to $1.9 million and from $3.0 million to $3.7 million, or an increase of 22.7% and 22.7%, respectively, for the three-month and six-month periods ended June 30, 2003 compared to the same periods in 2002. The increase in the royalties and fees was primarily the result of the growth in the number of franchise locations open and the higher unit 7 sales from some of the most recent openings. The increase in total revenue was the result of the increase in royalties and fees partially offset by decrease in administrative fees and other and the increase in restaurant revenue as a result of operating three locations on military bases until they are sold as franchise locations. The Company only plans to operate these locations temporarily until a qualified franchisee can be located. Salaries and wages decreased from 17.8% and 17.1% of revenue for the three-month and six-month periods ended June 30, 2002 to 13.6% and 14.2%, respectively, of revenue for the same periods in 2003. This decrease was the result of the revenue increase from the continued growth in the number of locations while utilizing approximately the same operational staff. Trade show expense increased from 3.2% and 3.6% of revenue for the three-month and six-month periods ended June 30, 2002 to 4.1% and 4.3%, respectively, of revenue for the same periods in 2003. This increase was a result of participating in more national trade shows to attract franchisees from additional venues to further diversify the Company's target market. Travel expenses decreased from 3.2% and 3.5% of revenue for the three-month and six-month periods ended June 30, 2002 to 2.1% and 2.3%, respectively, of revenue for the same periods in 2003. This decrease is a result of the growth in revenue from continued growth in locations while utilizing approximately the same employees and by locating operational staff in various parts of the country to minimize travel costs. Other operating expenses decreased from 9.3 % of revenue for the three-month period ended June 30, 2002 to 8.6% of revenue for the same period in 2003. Operating expenses increased for the six-month period ended June 30, 2003 to 9.5% of revenue from 9.0% of revenue for the same period in 2002. This increase in other operating expenses for the six-month period is primarily the result of an increase in group insurance costs, additional sales commissions from the sale of new units and the increase in payroll taxes as a result of the increase in commissions. The increases were mostly offset by the increase in revenue. The decrease in the most recent three-month period was the result of the growth in revenue more than offsetting the growth in expenses. Restaurant expenses increased from 10.1% and 7.5% of revenue for the three-month and six-month periods ended June 31, 2002 to 11.4% and 11.3%, respectively, of revenue for the same periods in 2003. This increase was the result of operating three locations on military bases until they are sold as franchise locations. General and administrative expense decreased from 19.0% and 19.6% of revenue for the three-month and six-month periods ended June 30, 2002 to 15.8% and 16.7%, respectively, of revenue for the same periods in 2003. This decrease is the result of the increased revenue utilizing approximately the same administrative structure. The dollar amount of general and administrative expenses only grew by 4.4% for the six-month period ended June 30, 2003 compared to the same period in 2003 while revenue grew 22.7% during the same time period. Operating income increased from 36.4% and 38.8% of revenue for the three-month and six-month periods ended June 30, 2002 to 43.6% and 40.9%, respectively, of revenue for the same periods in 2003. This increase was the result of total revenue growing by 22.7% and 22.7%, respectively, for the three-month and six-month periods ended June 30, 2003 compared to the same periods in 2002, while total operating expenses grew by 8.7% and 18.5%, respectively, for the same time periods. 8 Interest expense decreased from 20.2% and 20.6% of revenue for the three-month and six-month periods ended June 30, 2002 to 13.0% and 13.8%, respectively, of revenue for the same periods in 2003. This decrease was the result of the revenue increases and the rate of interest on the participating income notes decreasing from 7.5% of defined revenue to 2.5% of defined revenue. Net income increased from approximately $168 thousand to $391 thousand and from $364 thousand to $663 thousand, respectively, for the three-month and six-month periods ended June 31, 2003 compared to the same periods in 2002. That is a 132.6% and 82.2% growth, respectively, for the three-month and six-month periods ended June 30, 2003 as compared to the same periods in 2002. The primary reason for this increase was the continued growth while maintaining approximately the same operating and administrative structure. Management does not believe that the operating and administrative structure will change significantly from the continued growth in the foreseeable future except for periodically adding an additional franchise consultant or other support staff. Liquidity and Capital Resources - ------------------------------- Over the last several years, given the potential size of the opportunities in the non-traditional and co-branding market segments, the Company made the strategic decision to refocus its business on franchising to non-traditional and co-branding locations and away from operating full-service, traditional restaurant locations. During 2000, the Company completed that transition and all of its full-service, traditional restaurants are now franchised. The Company continues to provide franchise services to the full-service franchises in much the same fashion as it does with its non-traditional and co-branded franchises. As a result of the Company's strategy, cash flow generated from operations, the Company's current rate of growth by franchising plus the anticipated growth, the Company believes it will have sufficient cash flow to meet its obligations and to carry out its current business plan. The statements contained 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 projected in the forward-looking statements due to risks and uncertainties that exist including, but not limited to: competitive factors and pricing pressures, shifts in market demand, general economic conditions and other factors, including (but not limited to) changes in demand for the Company's products or franchises, the impact of competitors' actions, and changes in prices or supplies of food ingredients and labor. 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. 9 PART II - OTHER INFORMATION ITEM 1. Legal Proceedings. The Company is involved in various litigation relating to claims arising out of its normal business operations and relating to restaurant facilities closed in 1997 and 2000. The Company believes that none of its current proceedings, individually or in the aggregate, will have a material adverse effect upon the Company beyond the amount reserved in its financial statements. ITEM 2. Changes in Securities. None. ITEM 3. Defaults Upon Senior Securities. None. ITEM 4. Submission of Matters to a Vote of Security Holders. None. ITEM 5. Other Information. None. ITEM 6. Exhibits and Reports on Form 8-K. Exhibit 99.1 Certification of C.E.O. Exhibit 99.2 Certification of C.F.O. 10 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NOBLE ROMAN'S, INC. Date: August 11, 2003 /s/ Paul Mobley --------------- ------------------------------------- Paul W. Mobley, Chairman of the Board 11 I, Paul W. Mobley, certify that: (1) I have reviewed this quarterly report on Form 10-Q of Noble Roman's, Inc.; (2) Based on my knowledge, this quarterly 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 quarterly report; (3) Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report; (4) The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: (a) designed such disclosure controls and procedures 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 quarterly report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 45 days prior to the filing date of this quarterly report (the "Evaluation Date"); and (c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; (5) The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and (6) The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. August 11, 2003 /s/ Paul W. Mobley -------------------------------- Paul W. Mobley Chief Executive Officer Subscribed and sworn to before me this 11th day of August, 2003. /s/ Linda L. Minett -------------------------------- Linda L. Minett, Notary Public My commission expires: 11/27/08 12 I, Paul W. Mobley, certify that: (1) I have reviewed this quarterly report on Form 10-Q of Noble Roman's, Inc.; (2) Based on my knowledge, this quarterly 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 quarterly report; (3) Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report; (4) The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: (a) designed such disclosure controls and procedures 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 quarterly report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 45 days prior to the filing date of this quarterly report (the "Evaluation Date"); and (c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; (5) The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and (6) The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. August 11, 2003 /s/ Paul W. Mobley -------------------------------- Paul W. Mobley Chief Financial Officer Subscribed and sworn to before me this 11th day of August, 2003. /s/ Linda L. Minett -------------------------------- Linda L. Minett, Notary Public My commission expires: 11/27/08 13 EX-99.1 3 ex99-1.txt Exhibit 99.1 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 period ending June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Paul W. Mobley, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Paul W. Mobley ---------------------------------------------- Paul W. Mobley Chief Executive Officer of Noble Roman's, Inc. August 11, 2003 EX-99.2 4 ex99-2.txt Exhibit 99.2 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 period ending June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Paul W. Mobley, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Paul W. Mobley --------------------------------------------- Paul W. Mobley Chief Financial Officer of Noble Roman's, Inc. August 11, 2003 -----END PRIVACY-ENHANCED MESSAGE-----