-----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, WT4wf5I5r9/fNRJOFSd5NxHtWioeU1Wltn7y3bQolazPgz7YahGtbNc8nds7Qb5+ mdhoqTC3Fo2QkmH711RL8Q== 0000926274-04-000231.txt : 20040813 0000926274-04-000231.hdr.sgml : 20040813 20040813160000 ACCESSION NUMBER: 0000926274-04-000231 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040630 FILED AS OF DATE: 20040813 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: 04974394 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-604q.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, 2004 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, 2004, there were 16,277,827 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: Condensed consolidated balance sheets as of December 31, 2003 and June 30, 2004 Page 3 Condensed consolidated statements of operations for the three months and six months ended June 30, 2003 and 2004 Page 4 Condensed consolidated statements of cash flows for the six months ended June 30, 2003 and 2004 Page 5 Notes to condensed consolidated financial statements Page 6 2 Noble Roman's, Inc. and Subsidiaries Condensed Consolidated Balance Sheets
(Unaudited) December 31, June 2003 30, 2004 ------------ ------------ Assets ------ Current assets: Cash $ 237,445 $ 273,933 Accounts and notes receivable (net of allowances) 711,385 963,804 Inventories 157,192 163,589 Prepaid expenses 439,901 437,492 Current portion of long-term notes receivable 147,923 153,940 Deferred tax asset - current portion 1,350,000 1,350,000 ------------ ------------ Total current assets 3,043,847 3,342,758 ------------ ------------ Property and equipment: Equipment 988,980 1,122,350 Leasehold improvements 86,229 94,936 ------------ ------------ 1,075,209 1,217,286 Less accumulated depreciation and amortization 441,239 474,145 ------------ ------------ Net property and equipment 633,970 743,141 ------------ ------------ Deferred tax asset (net of current portion) 8,699,340 8,324,763 Other assets 1,907,133 1,925,585 ------------ ------------ Total assets $ 14,284,289 $ 14,336,247 ============ ============ Liabilities and Stockholders' Equity ------------------------------------ Current liabilities: Accounts payable and accrued expenses $ 1,057,564 $ 465,401 Note payable to officer 65,840 65,840 ------------ ------------ Total current liabilities 1,123,404 531,241 ------------ ------------ Long-term obligations: Notes payable to bank 7,800,000 7,700,000 Subordinated debentures 2,040,000 2,040,000 Participating income notes 859,060 859,060 ------------ ------------ Total long-term liabilities 10,699,060 10,599,060 ------------ ------------ Stockholders' equity: Common stock (25,000,000 shares authorized, 16,277,827 out- standing at December 31, 2003 and June 30, 2004) 17,789,452 17,789,452 Preferred stock (5,000,000 shares authorized) 4,929,274 4,929,274 Accumulated deficit (20,256,901) (19,512,780) ------------ ------------ Total stockholders' equity 2,461,825 3,205,945 ------------ ------------ Total liabilities and stockholders' equity $ 14,284,289 $ 14,336,247 ============ ============
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, -------- -------- 2003 2004 2003 2004 ---- ---- ---- ---- Revenue: Royalties and fees $ 1,660,278 $ 1,792,474 $ 3,190,961 $ 3,489,035 Administrative fees and other 51,157 22,131 90,492 75,072 Restaurant revenue 225,748 308,092 426,510 501,917 ----------- ----------- ----------- ----------- Total revenue 1,937,183 2,122,697 3,707,963 4,066,024 Operating expenses: Salaries and wages 263,995 288,411 526,077 563,507 Trade show expense 79,293 83,394 157,900 207,981 Travel expense 39,916 55,781 86,868 120,449 Other operating expenses 165,754 175,486 350,772 354,580 Restaurant expenses 220,534 299,275 418,698 485,470 Depreciation and amortization 16,232 16,672 32,464 32,905 General and administrative 306,221 331,291 617,934 686,632 ----------- ----------- ----------- ----------- Operating income 845,238 872,386 1,517,249 1,614,501 Interest and other expense 252,777 250,437 513,405 495,803 ----------- ----------- ----------- ----------- Income before income tax 592,461 621,950 1,003,844 1,118,698 Income tax 201,437 205,683 341,307 374,577 ----------- ----------- ----------- ----------- Net income $ 391,024 $ 416,267 $ 662,537 $ 744,121 =========== =========== =========== =========== Earnings per share: Net income $ .02 $ .03 $ .04 $ .05 Weighted average number of common shares outstanding 16,166,158 16,277,827 16,166,158 16,277,827 Fully diluted earnings per share: Net income $ .02 $ .02 $ .04 $ .04 Weighted average number of common shares outstanding 17,102,511 17,156,501 17,102,511 17,156,501
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, -------- 2003 2004 ---- ---- OPERATING ACTIVITIES Net income $ 662,537 $ 744,121 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 125,594 78,365 Deferred federal income taxes 341,307 374,577 Changes in operating assets and liabilities (increase) decrease in: Accounts receivable (65,238) (252,419) Inventory 8,577 (6,397) Prepaid expenses (130,606) 2,410 Other assets (234,665) 517 Increase (decrease) in: Accounts payable (213,626) (283,195) --------- --------- NET CASH PROVIDED BY OPERATING ACTIVITIES 493,880 657,979 --------- --------- INVESTING ACTIVITIES Purchase of property and equipment (28,061) (74,228) --------- --------- NET CASH USED IN INVESTING ACTIVITIES (28,061) (74,228) --------- --------- FINANCING ACTIVITIES Payment received on long-term notes receivable -- 72,487 Payment of obligations from discontinued operations (468,251) (519,750) Payment of principal on outstanding debt -- (100,000) --------- --------- NET CASH USED BY FINANCING ACTIVITIES (468,251) (547,263) --------- --------- INCREASE (DECREASE) IN CASH (2,432) 36,488 Cash at beginning of period 13,180 237,445 --------- --------- Cash at end of period $ 10,748 $ 273,933 ========= =========
Supplemental schedule of non-cash investing and financing activities None. See accompanying notes to condensed consolidated financial statements. 5 Notes to Unaudited Condensed Consolidated Financial Statements - -------------------------------------------------------------- The interim condensed consolidated financial statements, included herein, are unaudited, but 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. The results for the quarter ended June 30, 2004 are not necessarily indicative of the results to be expected for the full year ending December 31, 2004. The Company has an outstanding note payable originally made in favor of a bank with an unpaid principal balance of $7,700,000. By the terms of the note it bears interest of 8.75% per annum payable monthly in arrears. Summitbridge National Investments, LLC reported that it had purchased this note in October 2003, as well as convertible preferred stock of the Company with an aggregate liquidation preference of $4,929,275 (convertible into 1,643,092 shares of common stock of the Company), 3,214,748 shares of common stock and a warrant to purchase 385,000 shares of common stock at an exercise price of $.01 per share. The preferred stock, common stock and warrant were issued to the bank lender in conjunction with various financing transactions. Under the Indiana Control Share Acquisition Law, Summitbridge currently has no voting rights with respect to the shares it acquired. The Company also has advised Summitbridge of the Company's position that the Indiana Business Combination Law prohibits Summitbridge from engaging in certain transactions with the Company until the fifth anniversary of the acquisition, including receipt of payment in respect of the debt obligation and receipt of common stock issuable upon conversion of the convertible preferred stock. The Company also believes that the warrants have expired and no longer are exercisable. The Company has filed a Complaint For Declaratory Judgment, Money Damages and Jury Trial in the Marion Superior Court Civil Division against Summitbridge seeking (among other relief) confirmation of the Company's position under the Indiana Business Combination Law and as to the Company's obligations under the loan. Summitbridge filed an Answer, as well as a Counterclaim against the Company and certain of its subsidiaries and principal shareholder to enforce certain purported guarantees. Summitbridge also has filed a motion for Judgment on the Pleadings as to a portion of the Complaint filed by the Company. That motion seeks for the Court to rule that the Indiana Business Combination Law does not prevent Summitbridge from enforcing its purported rights under the loan and related instruments it purchased from the bank. Summitbridge's motion has been briefed and argued and has been taken under submission by the Court which has not yet ruled on it. The Company intends to continue to vigorously prosecute its claims against Summitbridge and to defend against Summitbridge's counterclaims. Based on the Company's 2001, 2002, 2003 operating results and results thus far in 2004, its business plan, the number of franchise units now open, the backlog of units sold to be opened in the future and the backlog of franchise prospects now in ongoing discussions and negotiations, 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 6 tax asset could be jeopardized. The Company will continue to evaluate the need for a valuation allowance on a quarterly basis. 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, 2003 and 2004 Introduction - ------------ The Company's strategic direction is to grow its business by franchising primarily in non-traditional locations. The Company recently improved its cold sub sandwich menu items, and expanded the offerings into a separate concept named Tuscano's Italian Style Subs. Tuscano's was designed to be comfortably familiar from a customer's perspective, but with many distinctive features that include an Italian-themed menu. The franchise fee and ongoing royalty for a Tuscano's is identical to that charged for a Noble Roman's Pizza franchise. To date, franchisees have opened seven Tuscano's locations. Additionally, the Company has awarded nine Tuscano's franchise agreements to be opened soon. Additionally, the Company plans on adding Tuscano's to its corporate test unit during May 2004. For the most part, the Company expects to award Tuscano's franchises for the same facilities as Noble Roman's Pizza franchises, although Tuscano's franchises are also available for locations that do not have a Noble Roman's Pizza franchise. The Company continues its focus of awarding franchise agreements for both Noble Roman's Pizza and Tuscano's Italian Style Subs in non-traditional venues such as hospitals, military bases, universities, convenience stores, attractions, entertainment facilities, casinos, airports, travel plazas, office complexes and hotels. Noble Roman's has sold franchises in 44 states from coast-to-coast within the United States. In addition, it has sold franchise agreements for military bases in Puerto Rico, Guam and Italy, and for entertainment facilities and convenience stores in Canada. Both franchising concepts were designed to capitalize on the rapid growth of non-traditional locations for quick service restaurants and to be simple to operate, requiring a modest investment, with minimal staffing requirements while serving great tasting menu items. The concepts were designed to be convenient and quick for its customers. Based on the Company's experience, we believe that franchising for non-traditional locations offers many opportunities for growth for the foreseeable future. Based on the Company's 2001, 2002 and 2003 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 2004, 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. However, there can be no assurance that the 7 franchising growth will continue in the future. 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 in the future. 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, 2003 and June 30, 2004, respectively.
Three Months Ended Six Months Ended June 30, June 30, -------- -------- 2003 2004 2003 2004 ---- ---- ---- ---- Revenue: Royalties and fees 85.7% 84.5% 86.1% 85.9% Administrative fees and other 2.6 1.0 2.4 1.8 Restaurant revenue 11.7 14.5 11.5 12.3 ----- ----- ----- ----- Total revenue 100.0 100.0 100.0 100.0 Operating expenses: Salaries and wages 13.6 13.6 14.2 13.9 Trade show expenses 4.1 3.9 4.3 5.1 Travel expense 2.1 2.6 2.3 3.0 Other operating expenses 8.6 8.3 9.5 8.7 Restaurant expenses 11.4 14.1 11.3 11.9 Depreciation and amortization .8 .8 .9 .8 General and administrative 15.8 15.6 16.7 16.9 ----- ----- ----- ----- Operating income 43.6 41.1 40.9 39.7 Interest and other expense 13.0 11.8 13.8 12.2 ----- ----- ----- ----- Net income before income tax 30.6 29.3 27.1 27.5 Income tax 10.4 9.7 9.2 9.2 ----- ----- ----- ----- Net income 20.2% 19.6% 17.9% 18.3% ===== ===== ===== =====
Results of Operations - --------------------- Total revenue from royalties and fees increased from $1.66 million to $1.79 million and from $3.19 million to $3.49 million, respectively, for the three-month and six-month periods ended June 30, 2004 compared to the corresponding periods in 2003. That represented 8.0% and 9.3% growth, respectively, for the three-month and six-month periods ended June 30, 2004 compared to the corresponding periods in 2003. Total revenue increased from $1.94 million to $2.12 million and from $3.71 million to $4.07 million, or an increase of 9.6% and 9.7%, respectively, for the three-month and six-month periods ended June 30, 2004 compared to the corresponding periods in 2003. 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 sales from some of the most recent openings. The increases in total revenue were the result of the increase in royalties and fees partially offset by 8 decrease in administrative fees and other and an increase in restaurant revenue as a result of operating on some military bases until they are sold as franchise locations. The Company has no intention of operating these locations except temporarily until a qualified franchisee can be located. Salaries and wages represented 13.6% of revenue for the three-month periods ended June 30, 2003 and June 30, 2004. Salaries and wages decreased from 14.2% of revenue for the six-month period ended June 30, 2003 to 13.9% of revenue for the corresponding period in 2004. The primary reason for the decrease in the six-month period compared to last year was the growth in revenue with only a very minor increase in salaries by utilizing the same staff to support additional growth. Trade show expense decreased from 4.1% of revenue for the three-month period ended June 30, 2003 to 3.9% of revenue for the corresponding period in 2004. Trade show expense increased for the six-month period ended June 30, 2004 to 5.1% of revenue from 4.3% of revenue for the corresponding period in 2003. The increase in the six-month period was primarily the result of increased participation in national trade shows to create additional growth for the future. Travel expenses increased from 2.1% and 2.3% of revenue for the three-month and six-month periods ended June 30, 2003 to 2.6% and 3.0%, respectively, of revenue for the corresponding periods in 2004. This increase was primarily the result of the increase in the number of franchise locations, especially locations further away from the home office. Other operating expenses decreased from 8.6% and 9.5% of revenue for the three-month and six-month periods ended June 30, 2003 to 8.3% and 8.7%, respectively, of revenue for the corresponding periods in 2004. These decreases were primarily the result of the growth in revenue from additional locations with only minor increase in total operating expenses. Restaurant expenses increased from 11.4% and 11.3% of revenue for the three-month and six-month periods ended June 30, 2003 to 14.1% and 11.9%, respectively, of revenue for the corresponding periods in 2004. These increases were the result of operations on certain military bases until they are sold as franchise locations. The Company only plans to operate these locations temporarily until a franchisee can be located. General and administrative expense decreased from 15.8% of revenue for the three-month period ended June 30, 2003 to 15.6% of revenue for the corresponding period in 2004. General and administrative expense increased for the six-month period ended June 30, 2004 to 16.9% of revenue from 16.7% of revenue for the corresponding period in 2003. The slight decrease in the three-month period ended June 30, 2004 was a result of revenue growth offsetting the growth in general and administrative expenses that were increased at the beginning of 2004 in anticipation of the additional growth. The slight increase in the six-month period was a result of the growth in revenue not yet offsetting the growth in general and administrative expenses that were increased in the beginning of 2004 to support planned growth. Operating income decreased from 43.6% and 40.9% of revenue for the three-month and six-month periods ended June 30, 2003 to 41.1% and 39.7%, respectively, of revenue for the corresponding periods in 2004. The decrease in operating income as a percentage of revenue was a result of increasing capacity for future growth. It is anticipated that the operating income as a percent of revenue will improve later in the year as revenue continues to grow from the growth in the number of units. 9 Interest expense decreased from 13.0% and 13.8% of revenue for the three-month and six-month periods ended June 30, 2003 to 11.8% and 12.2%, respectively, of revenue for the corresponding periods in 2004. This decrease was the result of the revenue increases from additional growth while the interest cost remained approximately the same . Net income increased from approximately $391 thousand to $416 thousand and from $663 thousand to $744 thousand, respectively, for the three-month and six-month periods ended June 30, 2004 compared to the corresponding periods in 2003. These amounts reflected 6.5% and 12.3% growth, respectively, for the three-month and six-month periods ended June 30, 2004 as compared to the corresponding periods in 2003. The primary reason for this increase was the continued growth in the number of franchised units. This was partially offset by increased operating costs in preparation for planned growth in the future. Management believes that the operating structure in place will not change significantly from continued growth in the near future and, therefore, as additional new units open the net income should continue to grow. Liquidity and Capital Resources - ------------------------------- The Company's strategic direction is to grow its business by franchising primarily in non-traditional locations. This strategy does not require significant growth in capital. 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 Company has an outstanding note payable originally made in favor of a bank with an unpaid principal balance of $7,700,000. By the terms of the note it bears interest of 8.75% per annum payable monthly in arrears. Summitbridge National Investments, LLC reported that it had purchased this note in October 2003, as well as convertible preferred stock of the Company with an aggregate liquidation preference of $4,929,275 (convertible into 1,643,092 shares of common stock of the Company), 3,214,748 shares of common stock and a warrant to purchase 385,000 shares of common stock at an exercise price of $.01 per share. The preferred stock, common stock and warrant were issued to the bank lender in conjunction with various financing transactions. Under the Indiana Control Share Acquisition Law, Summitbridge currently has no voting rights with respect to the shares it acquired. The Company also has advised Summitbridge of the Company's position that the Indiana Business Combination Law prohibits Summitbridge from engaging in certain transactions with the Company until the fifth anniversary of the acquisition, including receipt of payment in respect of the debt obligation and receipt of common stock issuable upon conversion of the convertible preferred stock. The Company also believes that the warrants have expired and no longer are exercisable. The Company has filed a Complaint For Declaratory Judgment, Money Damages and Jury Trial in the Marion Superior Court Civil Division against Summitbridge seeking (among other relief) confirmation of the Company's position under the Indiana Business Combination Law and as to the Company's obligations under the loan. Summitbridge filed an Answer, as well as a Counterclaim against the Company and certain of its subsidiaries and principal shareholder to enforce certain purported guarantees. 10 Summitbridge also has filed a motion for Judgment on the Pleadings as to a portion of the Complaint filed by the Company. That motion seeks for the Court to rule that the Indiana Business Combination Law does not prevent Summitbridge from enforcing its purported rights under the loan and related instruments it purchased from the bank. Summitbridge's motion has been briefed and argued and has been taken under submission by the Court which has not yet ruled on it. The Company intends to continue to vigorously prosecute its claims against Summitbridge and to defend against Summitbrige's counterclaims. 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 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, changes in prices or supplies of food ingredients and labor and disputes regarding the Company's obligations under certain financing agreements. Should one or more of these risks or uncertainties materialize, or should underlying assumptions or estimates prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended. ITEM 3. Quantitative and Qualitative Disclosures About Market Risk The Company presently does not use any derivative financial instruments to hedge its exposure to adverse fluctuations in interest rates, foreign exchange rates, fluctuations in commodity prices or other market risks, nor does the Company invest in speculative financial instruments. Borrowings with the bank bear interest at 8.75%. Due to the nature of the Company's borrowings, it has concluded that there is no material market risk exposure and, therefore, no quantitative tabular disclosures are required. ITEM 4. Controls and Procedures Based on his evaluation as of the end of the period covered by this report, Paul W. Mobley, the Company's Chief Executive Officer and Chief Financial Officer, has concluded that the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) are effective. There have been no changes in internal controls over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. 11 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. As described above in Part I under "ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources", the Company is involved in litigation involving a dispute regarding its obligations under certain financing agreements. Although there can be no assurance, the Company believes that the outcome of current legal proceedings, individually or in the aggregate, will not have a material adverse effect upon the Company beyond the amount reserved in its financial statements. ITEM 6. Exhibits and Reports on Form 8-K. (a) Exhibits: See Exhibit Index appearing on page 13. 12 Index to Exhibits Exhibit - ------- 31.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 13 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, 2004 By /s/ Paul W. Mobley ------------------ Paul W. Mobley, Chairman of the Board and Chief Financial Officer 14 EX-31.1 2 ex31-1.txt Exhibit 31.1 CERTIFICATION 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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (that registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 11, 2004 /s/ Paul W. Mobley ----------------------------------- Paul W. Mobley Chief Executive Officer EX-31.2 3 ex31-2.txt Exhibit 31.2 CERTIFICATION 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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (that registrant's forth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 11, 2004 /s/ Paul W. Mobley ----------------------------------- Paul W. Mobley Chief Financial Officer EX-32.1 4 ex32-1.txt Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Noble Roman's, Inc. (the "Company") on Form 10-Q for the period ending June 30, 2004 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. Date: August 11, 2004 EX-32.2 5 ex32-2.txt Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Noble Roman's, Inc. (the "Company") on Form 10-Q for the period ending June 30, 2004 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. Date: August 11, 2004 -----END PRIVACY-ENHANCED MESSAGE-----