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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 March 31, 2005
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 May 9, 2005, there were 17,136,884 shares of Common Stock, no par value,
outstanding.
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
The following condensed unaudited consolidated financial statements are
included herein:
Condensed consolidated balance sheets as of December 31, 2004
and March 31, 2005 Page 3
Condensed consolidated statements of operations for the three
months ended March 31, 2004 and 2005 Page 4
Condensed consolidated statements of cash flows for the
three months ended March 31, 2004 and 2005 Page 5
Notes to condensed consolidated financial statements Page 6
2
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
Audited Unaudited
December 31, March 31,
2004 2005
------------ ------------
Assets
------
Current assets:
Cash - non-restricted $ 260,025 $ 305,262
Cash - restricted 196,754 196,754
Accounts and notes receivable (net of allowances of $82,262 at
December 31, 2004 and March 31, 2005) 1,011,758 1,089,007
Inventories 207,857 196,210
Assets held for resale -- 209,460
Prepaid expenses 505,646 530,467
Current portion of long-term notes receivable 183,478 187,113
Deferred tax asset - current portion 994,148 994,148
------------ ------------
Total current assets 3,359,665 3,708,421
------------ ------------
Property and equipment:
Equipment 1,042,790 1,085,619
Leasehold improvements 94,017 94,474
------------ ------------
1,136,807 1,180,094
Less accumulated depreciation and amortization 484,068 502,615
------------ ------------
Net property and equipment 652,739 677,478
------------ ------------
Deferred tax asset (net of current portion) 9,135,834 8,940,915
Other assets 2,100,436 2,104,894
------------ ------------
Total assets $ 15,248,675 $ 15,431,708
============ ============
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
Accounts payable and accrued expenses $ 1,252,852 $ 1,057,515
------------ ------------
Total current liabilities 1,252,852 1,057,515
------------ ------------
Long-term obligations:
Note payable 7,700,000 7,700,000
Subordinated debentures 2,040,000 2,040,000
------------ ------------
Total long-term liabilities 9,740,000 9,740,000
------------ ------------
Stockholders' equity:
Common stock (25,000,000 shares authorized, 17,136,884 outstanding
at December 31, 2004 and March 31, 2005) 18,648,512 18,648,512
Preferred stock (5,000,000 shares authorized) 4,929,274 4,929,274
Accumulated deficit (19,321,963) (18,943,592)
------------ ------------
Total stockholders' equity 4,255,823 4,634,194
------------ ------------
Total liabilities and stockholders' equity $ 15,248,675 $ 15,431,708
============ ============
See accompanying notes to condensed consolidated financial statements.
3
Noble Roman's, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended
March 31,
2004 2005
----------- -----------
Revenue:
Royalties and fees $ 1,696,561 $ 1,781,864
Administrative fees and other 52,941 20,633
Restaurant revenue 193,826 248,441
----------- -----------
Total revenue 1,943,328 2,050,937
Operating expenses:
Salaries and wages 275,096 278,815
Trade show expense 124,587 108,006
Travel expense 64,667 63,412
Other operating expenses 179,095 189,600
Restaurant expenses 186,195 239,101
Depreciation and amortization 16,233 18,548
General and administrative 355,341 377,919
----------- -----------
Operating income 742,115 775,536
Interest and other expense 245,366 202,246
----------- -----------
Income before income taxes 496,749 573,289
Income tax 168,895 194,918
----------- -----------
Net income $ 327,854 $ 378,371
=========== ===========
Earnings per share:
Net income .02 .02
Weighted average number of common shares
outstanding 16,277,824 17,136,884
Fully diluted earnings per share:
Net income .02 .02
Weighted average number of common shares
outstanding 17,309,176 17,699,086
See accompanying notes to condensed consolidated financial statements.
4
Noble Roman's, Inc. and Subsidiaries
Consolidated Statement of Cash Flows
(Unaudited)
Three Months Ended
March 31,
2004 2005
--------- ---------
OPERATING ACTIVITIES
Net income $ 327,854 $ 378,371
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 41,054 26,529
Deferred federal income taxes 168,895 194,918
Changes in current assets and liabilities:
Accounts receivable (79,321) (77,249)
Inventory (7,833) 11,647
Assets held for resale -- (209,460)
Prepaid expenses (38,554) (24,821)
Other assets 102 801
Accounts payable (75,048) 57,485
--------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 337,150 358,221
--------- ---------
INVESTING ACTIVITIES
Purchase of property and equipment (17,052) (43,287)
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES (17,052) (43,287)
--------- ---------
FINANCING ACTIVITIES
Payment of obligations from discontinued operations (336,026) (314,226)
Payment of principal on outstanding debt (100,000) --
Payment received on long-term notes receivable 35,883 44,529
--------- ---------
NET CASH USED IN FINANCING ACTIVITIES (400,143) (269,698)
--------- ---------
INCREASE (DECREASE) IN CASH (80,045) 45,237
Cash at beginning of period 237,445 260,025
--------- ---------
Cash at end of period $ 157,400 $ 305,262
--------- ---------
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
- --------------------------------------------------------------
Note 1 - 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
March 31, 2005 are not necessarily indicative of the results to be expected for
the full year ending December 31, 2005.
Note 2 - 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 was to bear 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 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
seeking payment of the unpaid principal and interest of the note and against
certain of its subsidiaries and a principal shareholder to enforce certain
purported guarantees.
SummitBridge also filed a Motion for Judgment on the Pleadings as to a portion
of the Complaint filed by the Company. That motion sought 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 was briefed and argued and the
Court denied SummitBridge's motion. The Company intends to continue to
vigorously prosecute its claims against SummitBridge and to defend against
SummitBridge's counterclaims.
Note 3 - The Company's subordinated debentures in the principal amount of
$2,040,000 bear interest at the rate of 8% per annum, payable quarterly, and
mature December 31, 2006.
Note 4 - The Company records a valuation allowance in a sufficient amount to
adjust the total receivables value, in its best judgment, to reflect the amount
that the Company estimates will be collected from its total receivables. As any
accounts are determined to be uncollectible, they are charged off against the
valuation allowance.
Note 5 - Approximately $130,000 and approximately $172,000 are included in the
three-month period ended March 31, 2004 and 2005, respectively, for initial
franchise fees. Because the Company's strategic direction is to grow its
business by franchising primarily in non-traditional locations and the number of
6
such locations that are available for targeted growth, the Company believes that
the initial franchise fee revenue will continue. Most of the cost for the
services required to be performed by the Company are incurred prior to the
franchise fee income being recorded. For the most part, the Company's ongoing
royalty income is paid electronically by the Company initiating a draft on the
franchisee's account by electronic withdrawal. As such, the Company has no
material amount of past due royalties.
Note 6 - In conjunction with the development of Noble Roman's Pizza and
Tuscano's Italian Style Subs, the Company has devised its own recipes for many
of the ingredients that go into the making of its products ("Proprietary
Products"). The Company contracts with various manufacturers to manufacture its
Proprietary Products in accordance with the Company's recipes and formulas and
to sell those products to authorized distributors at a contract price which
includes an allowance for use of the Company's recipes. The manufacturing
contracts also require the manufacturers to remit those allowances to the
Company on a periodic basis, usually monthly. The Company recognizes those
allowances in revenue as earned based on purchase reports from the distributors.
Note 7 - At December 31, 2004 and March 31, 2005, the Company had outstanding
warrants to purchase common stock as follows:
--------------------------------------------------------------------------
# Common Shares Represented Exercise Price Warrant Expiration Date
--------------------------------------------------------------------------
50,000 $ 1.00 6/30/2005
--------------------------------------------------------------------------
50,000 $ 1.50 6/30/2006
--------------------------------------------------------------------------
1,000,000 $ .40 12/31/2007
--------------------------------------------------------------------------
1,000,000 $ .93 12/31/2007
--------------------------------------------------------------------------
1,000,000 $ .93 1/7/2010
--------------------------------------------------------------------------
600,000 $ .93 1/24/2011
--------------------------------------------------------------------------
Note 8 - None of the recently issued Statement of Financial Accounting Standards
will have any material impact on the Company's Statement of Operations or its
Balance Sheet.
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 periods ended March 31, 2004 and 2005
Introduction
- ------------
The Company sells and services franchises for non-traditional, co-branded and
stand-alone foodservice operations under the trade name "Noble Roman's Pizza"
and "Tuscano's Italian Style Subs." Both concepts' hallmarks include high
quality products, simple operating systems, labor minimizing operations,
attractive food costs and overall affordability.
7
Noble Roman's Pizza
- -------------------
Superior quality that our customers can taste - that is the hallmark of Noble
Roman's Pizza. Every ingredient and process has been developed in such a way as
to produce superior results. Here are a few of the differences that the Company
believes makes its products unique:
o Crust made with only specially milled flour with above average protein and
yeast.
o Fresh packed, uncondensed sauce made with secret spices, parmesan cheese
and vine-ripened tomatoes.
o 100% real cheese blended from mozzarella and muenster, with no soy
additives or extenders.
o 100% real meat toppings, again with no additives or extenders - a real
departure from many pizza concepts.
o Vegetable and mushroom toppings that are sliced and delivered fresh, never
canned.
o An extended product line that includes breadsticks with dip, pasta, baked
sandwiches, salads, wings and a line of breakfast products.
o A recently introduced fully-prepared pizza crust that captures the
made-from-scratch pizzeria flavor which gets delivered to the franchise
location shelf-stable so that dough handling is no longer an impediment to
a consistent product.
The Company carefully developed all of its menu items to be delivered in a
ready-to-use form requiring only on-site assembly and baking. These menu items
are manufactured by third party vendors and distributed by unrelated
distributors who deliver throughout all 48 contiguous states. This process
results in products that are great tasting, quality consistent, easy to
assemble, relatively low in food cost and require very low amounts of labor.
Tuscano's Italian Style Subs
- ----------------------------
During 2004, the Company improved its cold sub sandwich menu items and expanded
the offerings into a separate concept called 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. 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.
With its Italian theme, Tuscano's offers a distinctive format. Tuscano's was
designed to be comfortably familiar with the customer. For example, like most
other brand name sub concepts, customers select menu items at the start of the
counter line then choose toppings and sauces according to their preference until
they reach the cash out point. Yet Tuscano's has many unique competitive
features, including its Tuscan theme, the extra rich yeast content of its fresh
baked bread, the thematic menu selections and serving options, and the generous
yet cost effective quality sauces and spreads. Tuscano's was designed to be
premium quality, simple to operate and cost effective.
For the most part, the Company expects to award Tuscano's franchises for the
same facilities as Noble Roman's Pizza franchises, although both franchises are
available for locations that do not have the other.
8
The Company continues its focus on 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. Recently, the Company has also been offering the dual-branded concept of
Noble Roman's/Tuscano's for stand-alone traditional locations. 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.
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 evaluates the carrying values of its assets, including
property, equipment and related costs, accounts receivable and deferred tax
asset, periodically to assess whether any impairment indications are present,
due to (among other factors) recurring operating losses, significant adverse
legal developments, competition, changes in demands for the Company's products
or changes in the business climate that 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 percentage relationship to total revenue of
the listed items included in Noble Roman's condensed consolidated statements of
operations for the three-month periods ended March 31, 2004 and 2005,
respectively.
Three Months Ended
March 31,
2004 2005
---- ----
Revenue:
Royalties and fees 87.3% 86.9%
Administrative fees and other 2.7 1.0
Restaurant revenue 10.0 12.1
------ ------
Total revenue 100.0 100.0
Operating expenses:
Salaries and wages 14.2 13.6
Trade show expenses 6.4 5.3
Travel expense 3.3 3.1
Other operating expenses 9.2 9.2
Restaurant expenses 9.6 11.7
Depreciation and amortization .8 .9
General and administrative 18.3 18.4
------ ------
Operating income 38.2 37.8
Interest and other expense 12.6 9.9
------ ------
Income before income tax 25.6 27.9
Income tax 8.7 9.5
------ ------
Net income 16.9% 18.4%
9
Results of Operations
- ---------------------
Total revenue from royalties and fees increased from $1.7 million to $1.8
million for the three-month period ended March 31, 2005 compared to the
corresponding period in 2004. That is a 5.0% growth for the three-month period
ended March 31, 2005 compared to the corresponding period in 2004. Total revenue
increased from $1.9 million to $2.1 million, or an increase of 5.5% for the
three-month period ended March 31, 2005 compared to the corresponding period in
2004. The increase in the royalties and fees was primarily the result of the
growth in the number of franchise locations open. The increase in total revenue
was the result of the increase in royalties and fees, a small increase in
restaurant revenue which was partially offset by a decrease in administrative
fees and other. The Company does not plan to operate any locations, except for
one test location, on a permanent basis. The Company does, however, periodically
operate selected locations while a qualified franchisee is located.
Salaries and wages decreased from 14.2% of revenue for the three-month period
ended March 31, 2004 to 13.6% of revenue for the corresponding period in 2005.
The decrease was primarily the result of growth in revenue with only a very
minor increase in salaries.
Trade show expense decreased from 6.4% of revenue for the three-month period
ended March 31, 2004 to 5.3% of revenue for the corresponding period in 2005.
This decrease was primarily the result of a small decrease in actual trade show
expense and the additional growth in revenue.
Travel expenses decreased from 3.3% of revenue for the three-month period ended
March 31, 2004 to 3.1% of revenue for the corresponding period in 2005. This
decrease was primarily the result of the increase in revenue while the actual
expense remained approximately the same.
Other operating expenses remained constant at 9.2% of revenue for the
three-month period ended March 31, 2004 and for the corresponding period in
2005. The small increase in the actual cost for operating expenses were offset
by the growth in revenue.
Restaurant expenses increased from 9.6% of revenue for the three-month period
ended March 31, 2004 to 11.7% of revenue for the corresponding period in 2005.
This increase was the result of the Company operating more locations on a
temporary basis until a qualified franchisee could be located.
General and administrative expense increased from 18.3% of revenue for the
three-month period ended March 31, 2004 to 18.4% of revenue for the
corresponding period in 2005. The actual expenses increased by approximately
$22,000, which was largely offset, on a percentage basis, by the growth in
revenue.
Operating income increased from approximately $742,000 for the three-month
period ended March 31, 2004 to approximately $776,000 for the first quarter of
2005. This increase was primarily the result of the growth in royalty and fee
income while maintaining tight control of operating expenses.
Interest expense decreased from approximately $245,000 for the three-month
period ended March 31, 2004 to approximately $202,000 for the corresponding
period in 2005. This decrease resulted primarily from partial repayment of
participating income notes in 2003 and the conversion of the remaining balance
to common stock in December 2004.
10
Net income increased from approximately $328,000 for the three-month period
ended March 31, 2004 to approximately $378,000 for the same corresponding period
in 2005. This reflected a 15.4% growth in net income for the three-month period
ended March 31, 2005 compared to the corresponding period in 2004. This increase
was primarily the result of the increase in royalty and fee income while
maintaining tight control of operating expenses and aided by the interest
expense reduction.
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 additional capital.
As a result of the Company's strategy, cash flow generated from operations, the
Company's current rate of entering into new franchises 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.
Cash flow provided by operating activities continued to show a small improvement
in the three-month period ended March 31, 2005 compared to the corresponding
period in 2004. The current ratio for March 31, 2005 was 3.5 to 1, which was an
improvement from December 31, 2004 of 2.7 to 1.
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.
None of the recently issued Statement of Financial Accounting Standards will
have any material impact on the Company's Statement of Operations or its Balance
Sheet.
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. The Company's borrowings are at
fixed interest rates of 8.0% and 8.75% per annum.
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.
11
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.
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings.
The Company, from time to time, is involved in various litigation relating to
claims arising out of its normal business operations.
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 was
to bear 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 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
seeking payment of the unpaid principal and interest of the note and against
certain of its subsidiaries and a principal shareholder to enforce certain
purported guarantees.
SummitBridge also filed a Motion for Judgment on the Pleadings as to a portion
of the Complaint filed by the Company. That motion sought 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 was briefed and argued and the
Court denied SummitBridge's motion. The Company intends to continue to
vigorously prosecute its claims against SummitBridge and to defend against
SummitBridge's counterclaims.
12
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.
ITEM 6. Exhibits.
See Exhibit Index appearing on page 14.
13
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
14
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: May 12, 2005 /s/ Paul W. Mobley
-------------------------------------
Paul W. Mobley, Chairman of the Board
14