General Information

Noble Roman's, Inc., an Indiana corporation incorporated in 1972, sells and
services franchises and licenses and operates Company-owned foodservice
locations for stand-alone restaurants and non-traditional foodservice operations
under the trade names "Noble Roman's Craft Pizza & Pub," "Noble Roman's Pizza,"
"Noble Roman's Take-N-Bake," and "Tuscano's Italian Style Subs."  References in
this report to the "Company" are to Noble Roman's, Inc. and its two wholly-owned
subsidiaries, Pizzaco, Inc. and RH Roanoke, Inc., unless the context requires
otherwise.  Pizzaco, Inc. currently does not own any locations and has no income
or expense.  RH Roanoke, Inc. operates a Company-owned non-traditional location.



The Company has been operating, franchising and licensing Noble Roman's Pizza
operations in a variety of stand-alone and non-traditional locations across the
country since 1972.  Its first Craft Pizza & Pub location opened in January 2017
as a Company-operated restaurant in a northern suburb of Indianapolis, Indiana.
Since then, the Company opened a total of eight more Company-operated locations,
with two additional locations now in the site procurement stage.  The
Company-operated locations serve as the base for franchising which it sees as a
strong potential future growth driver.  In 2019, the Company executed an
agreement with the first such operator, Indiana's largest Dairy Queen franchisee
with 19 franchised Dairy Queen locations at the time.  The franchisee opened the
first franchised Craft Pizza &Pub location in May 2019 and another location in
November 2020.  In November 2019, another franchisee, with an operations
background in McDonald's, opened a Craft Pizza & Pub in Evansville, Indiana.  In
the second quarter of 2022 the Company completed planning and development for a
new generation Craft Pizza & Pub which will be smaller, easier to operate and
requiring less initial investment, factors which the Company believes could
broaden the appeal of the concept to a greater franchising audience.

As discussed above under "Impact of COVID-19 Pandemic" the COVID-19 pandemic materially affected the Company's business since the first quarter of 2020.

Noble Roman's Craft Pizza & Pub





The Noble Roman's Craft Pizza & Pub utilizes many of the basic elements first
introduced in 1972 but in a modern atmosphere with up-to-date systems and
equipment to maximize speed, enhance quality and perpetuate the taste customers
love and expect from a Noble Roman's.



The Noble Roman's Craft Pizza & Pub provides for a selection of over 40
different toppings, cheeses and sauces from which to choose.  Beer and wine also
are featured, with 16 different beers on tap including both national and local
craft selections.  Wines include 16 affordably priced options by the bottle or
glass in a range of varietals.  Beer and wine service is provided at the bar and
throughout the dining room.




The Company designed the system to enable fast cook times, with oven speeds
running approximately 2.5 minutes for traditional pizzas and 5.75 minutes for
Sicilian pizzas. Traditional pizza favorites such as pepperoni are options on
the menu but also offered is a selection of Craft Pizza & Pub original specialty
pizza creations.  The menu also features a selection of contemporary and fresh,
made-to-order salads, a salad bar and fresh-cooked pasta.  The menu also
incorporates baked sub sandwiches, hand-sauced boneless wings and a selection of
desserts, as well as Noble Roman's famous Breadsticks with Spicy Cheese Sauce,
which have been offered in its locations since 1972.




11






Additional enhancements include a glass enclosed "Dough Room" where Noble
Roman's Dough Masters hand make all pizza and breadstick dough from scratch in
customer view.  Kids and adults enjoy Noble Roman's self-serve root beer tap,
which is also part of a special menu for customers 12 and younger. Throughout
the dining room and the bar area there are many giant screen television monitors
for sports and the nostalgic black and white shorts historically featured in
Noble Roman's.



The Company designed its curbside service for carry-out customers, called "Pizza
Valet Service," to create added value and convenience.  With Pizza Valet
Service, customers place orders ahead, drive into the restaurant's reserved
valet parking spaces and have their pizza run to their vehicle by specially
uniformed pizza valets.  Customers who pay when they place their orders are able
to drive up and leave with their order very quickly without stepping out of
their vehicle.  For those who choose to pay after they arrive, pizza valets can
take credit card payments on their mobile payment devices right at the
customer's vehicle.  With the fast baking times, the entire experience, from
order to pick-up can take as little as 12 minutes.

Noble Roman's Pizza For Non-Traditional Locations


In 1997, the Company started franchising non-traditional locations (a Noble
Roman's pizza operation within some other business or activity that has existing
traffic) such as entertainment facilities, hospitals, convenience stores and
other types of facilities. These locations utilize the two pizza styles the
Company started with, along with its great tasting, high quality ingredients and
menu extensions.



The hallmark of Noble Roman's Pizza for non-traditional locations is "Superior
quality that our customers can taste."  Every ingredient and process has been
designed with a view to produce superior results.

· A fully-prepared pizza crust that captures the made-from-scratch pizzeria

flavor which gets delivered to non-traditional locations in a shelf-stable

condition so that dough handling is no longer an impediment to a

consistent product, which otherwise is a challenge in non-traditional

locations.

· Fresh packed, uncondensed and never cooked sauce made with secret spices,


        parmesan cheese and vine-ripened tomatoes in all venues.

    ·   100% real cheese blended from mozzarella and Muenster, with no soy
        additives or extenders.

· 100% real meat toppings, with no additives or extenders, a distinction


        compared to many pizza concepts.

    ·   Vegetable and mushroom toppings are sliced and delivered fresh, never
        canned.

    ·   An extended product line that includes breadsticks and cheesy stix with
        dip, pasta, baked sandwiches, salads, wings and a line of breakfast
        products.

    ·   The fully-prepared crust also forms the basis for the Company's

Take-N-Bake pizza for use as an add-on component for its non-traditional

franchise base as well as an offering for its grocery store licenses.







12






Business Strategy



The Company is focused on revenue expansion while continuing to minimize
corporate-level overhead.  To accomplish this the Company will continue
developing, owning and operating Craft Pizza & Pub locations and franchising to
qualified franchisees.  At the same time, the Company will continue to focus on
franchising/licensing for non-traditional locations by franchising primarily to
convenience stores and entertainment centers.

The initial franchise fees are as follows:





                              Non-Traditional         Non-Traditional       Traditional
                              Except Hospitals           Hospitals          Stand-Alone
Noble Roman's Pizza or
Craft Pizza & Pub           $              7,500     $          10,000     $      30,000 (1)




(1)  With the sale of multiple traditional stand-alone franchises to a single
franchisee, the franchise fee for the first unit is $30,000, the franchise fee
for the second unit is $25,000 and the franchise fee for the third unit and

any
additional unit is $20,000.




The franchise fees are paid upon signing the franchise agreement and, when paid,
are non-refundable in consideration of the administration and other expenses
incurred by the Company in granting the franchises and for the lost and/or
deferred opportunities to grant such franchises to any other party.



The Company's proprietary ingredients are manufactured pursuant to the Company's
specifications, recipes or formulas by third-party manufacturers under contracts
between the Company and its various manufacturers.  These contracts require the
manufacturers to produce ingredients meeting the Company's specifications and to
sell them to Company-approved distributors at prices negotiated between the
Company and the manufacturer.



The Company utilizes distributors it has strategically identified across the
United States.  The distributor agreements require the distributors to maintain
adequate inventories of all ingredients necessary to meet the needs of the
Company's franchisees and licensees in their distribution areas for weekly

deliveries.



Business Operations



Distribution



The Company's proprietary ingredients are manufactured pursuant to the Company's
specifications or recipes by third-party manufacturers under contracts between
the Company and its various manufacturers.  These contracts require the
manufacturers to produce ingredients meeting the Company's specifications and to
sell them to Company-approved third-party distributors at prices negotiated
between the Company and the manufacturer.



The Company has third-party distributors strategically located throughout the
United States.  The agreements require the distributors to maintain adequate
inventories of all ingredients necessary to meet the needs of the Company's
franchisees and licensees in their distribution areas for weekly deliveries to
the franchisee/licensee locations and to its grocery store distributors in their
respective territories.  Each of the primary distributors purchases the
ingredients from the manufacturers at prices negotiated between the Company and
the manufacturers, but under payment terms agreed upon by the manufacturers and
the distributor, and distributes the ingredients to the franchisee/licensee at a
price determined by the distributor agreement.  Payment terms to the distributor
are agreed upon between each franchisee/licensee and the respective
distributor.




13






Financial Summary




The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes.  Actual results may differ from those
estimates.  The Company periodically evaluates the carrying value of its assets,
including property, equipment and related costs, accounts receivable and
deferred tax assets, to assess whether any impairment indications are present
due to (among other factors) recurring operating losses, significant adverse
legal developments, competition, changes in demand for the Company's products or
changes in the business climate which affect the recovery of recorded value.  If
any impairment of an individual asset is evident, a charge will be provided to
reduce the carrying value to its estimated fair value.

The following table sets forth the revenue, expense and margin contribution of the Company's Craft Pizza & Pub venue and the percent relationship to its revenue:





                           Three months ended June 30,                              Six months ended June 30,
Description             2021                        2022                   

    2021                        2022
Revenue        $ 2,264,739         100 %   $ 2,503,363         100 %   $ 4,373,436         100 %   $ 4,786,960         100 %
Cost of
sales              472,307        20.9         523,135        20.9         910,318        20.8         993,408        20.8
Salaries and
wages              642,302        28.4         720,537        28.6         871,251        19.9       1,443,494        30.2
Facility
cost
including
rent, common
area and
utilities          340,368        15.0         406,536        16.2         454,752        10.4         800,233        16.7
Packaging           57,702         2.5          85,005         3.4         114,399         2.6         165,743         3.5
Delivery
fees                91,972         4.1          39,423         1.6         186,217         4.3          76,347         1.6
All other
operating
expenses           331,093        14.6         388,253        15.5         627,701        14.4         742,193        15.5
Total
expenses         1,935,744        85.5       2,162,889        86.4       3,164,638        72.4       4,221,418        88.2
Margin
contribution   $   328,995        14.5 %   $   340,474        13.6     $ 1,208,798        27.6 %   $   565,542        11.8 %

The following table sets forth the revenue, expense and margin contribution of the Company's franchising activities and the percent relationship to its revenue:





                           Three months ended June 30,                              Six months ended June 30,
Description             2021                        2022                        2021                        2022
Total
royalties
and fees
revenue        $ 1,199,260         100 %   $ 1,064,363         100 %   $ 2,253,220         100 %   $ 2,098,607         100 %
Salaries and
wages              208,305        17.4         216,658        20.4         296,551        13.2         410,254        19.6
Trade show
expense             84,000         7.0          45,000         4.2         189,000         8.4         135,000         6.4
Insurance           89,408         7.5          99,431         9.3         151,806         6.7         195,281         9.3
Travel and
auto                21,914         1.8          40,002         3.8          38,284         1.7          58,809         2.8
All other
operating
expenses            78,682         6.6          82,149         7.7         146,033         6.5         145,251         6.9
Total
expenses           482,309        40.2         483,240        45.4         821,674        36.5         944,595        45.0
Margin
contribution   $   716,951        59.8 %   $   581,123        54.6 %   $ 1,431,546        63.5 %   $ 1,154,012        55.0 %





14

The following table sets forth the revenue, expense and margin contribution of the Company-owned non-traditional venue and the percent relationship to its revenue:





                         Three months ended June 30,                         Six months ended June 30,
Description            2021                       2022                     2021                     2022
Revenue        $ 117,197         100 %    $ 177,115        100 %   $ 233,301        100 %   $ 310,244        100 %
Cost of
sales             42,328        36.1         71,076       40.1        86,357       37.0       120,945       39.0
Salaries and
wages             48,301        41.2         60,167       34.0        65,682       28.2       112,541       36.3
Rent              11,542         9.8         17,075        9.6        22,858        9.8        29,884        9.6
Packaging          3,572         3.0          5,933        3.3         6,842        2.9        10,732        3.4
All other
operating
expenses          12,916        11.0         15,499        8.8        26,074       11.2        28,524        9.2
Total
expenses         118,659       101.2        169,750       95.8       207,813       89.1       302,626       97.5
Margin
contribution   $  (1,462 )      (1.2 )%   $   7,365        4.2 %   $  25,488       10.9 %   $   7,618        2.5 %




Results of Operations

Company-Owned Craft Pizza & Pub





The revenue from this venue increased from $2.26 million to $2.50 million and
from $4.37 million to $4.79 million for the respective three-month and six-month
periods ended June 30, 2022, compared to the corresponding periods in 2021.
Revenue reflected the opening of additional Craft Pizza & Pub restaurants in
October and December 2021, respectively, but that increase was partially offset
by the impact of the Omicron variant of COVID-19 especially in January and
February 2022.



Cost of sales as a percentage of revenue from this venue remained approximately
the same at 20.9% and 20.8%, respectively, for the three-month and six-month
periods ended June 30, 2022 compared to the corresponding periods in 2021.  The
Company incurred significant increases in product cost but was able to offset
that with menu price increases and efficiency gained as staffing levels
stabilized and employee experience levels increased.



Salaries and wages were 28.6% and 30.2% for the respective three-month and
six-month periods compared to 28.4% and 19.9% for the corresponding periods in
2021. The cost of salaries and wages as a percentage of revenue for this venue
have increased significantly due to the competitive environment for available
labor caused by the general shortness of available labor in 2022, only partially
offset by menu price increases.  For the six months ended June 30, 2021 salaries
and wages represented 19.9% of revenue which reflected the PPP loan/grant used
in part to reimburse the Company $370,832 of payroll costs in the first quarter
2021.



Gross margin contribution as a percentage of revenue for this venue was 13.6%
and 11.8% compared to 14.5% and 27.6% for the three-month and six-month periods
ended June 30, 2022, respectfully, compared to the corresponding periods last
year.  The reduction in margin for the three-month period ended June 30, 2022
compared to the corresponding period in 2021 was primarily the result of general
inflation increasing utility costs, packaging and other operating costs only
partially offset by menu price increases.  The 11.8% margin in the six-month
period ended June 30, 2022 reflected the significant decline in sales during
January and February due to the rapid spread of the Omicron virus during the
period December 2021 through February 2022.  That margin also reflected the
general inflationary pressures as described above in the three-month period. The
margin of 27.6% in the six-month period ended 2021 reflected the expenses which
were partially reimbursed from the PPP loan/grant in February 2021.




15






Franchising



Total revenue was $1.06 million and $2.10 million for the three-month and
six-month periods ended June 30, 2022 compared to $1.20 million and $2.25
million for the comparable periods in 2021, respectively.  Franchising had a
significant loss of sales during the COVID pandemic primarily because of
closures of many host locations in different parts of the country which closed
due to government regulations.  The revenue has been gradually increasing again
due to the opening of new locations and on a sequential quarter basis revenue
from this venue increased from $1,013,000 in the three-month ended December 31,
2021, to $1,034,000 in the three-months ended March 31, 2022 and to $1,064,000
in the three-months ended June 30, 2022, respectively.  That trend is expected
to continue and increase as a result of new openings in July 2022 and
anticipated openings during the balance of 2022.



Salaries and wages, trade show expense, insurance and other operating costs as a
percentage of revenue from this venue were 45.4% and 45.0% for the three-month
and six-month periods ended June 30, 2022 compared to 40.2% and 36.5%,
respectively, for the corresponding periods in 2021.  The 36.5% for total
expenses in the six-months ended June 30, 2021 reflected the reduction of
payroll and other expenses partially reimbursed by the PPP loan/grant in
February 2021, but which was partially offset in the six months ended June 30,
2022 by a reduction in trade show cost as a result of doing fewer trade shows.



Margin was 54.6% and 55.0% for the three-month and six-month periods ended June
30, 2022, compared to 59.8% and 63.5% for the comparable periods in 2021,
respectively.  The decrease in margin was largely the result of the decrease in
revenue.  As explained above the revenue decreased due to the closure of
locations throughout the country during the COVID-19 pandemic as a result of
government regulations.  That revenue decrease is gradually being overcome by
the opening of new locations, as explained above.

Company-Owned Non-Traditional Locations





Gross revenue from this venue was $177,000 and $310,000 during the three-month
and six-month periods ended June 30, 2022 compared to $117,000 and $233,000 for
the comparable periods in 2021, respectively.   The primary reason for the
increase during both periods was the withdrawal of certain restrictions placed
on hospital locations as a result of the COVID-19 pandemic as a result of which
hospitals were restricted from having outside visitors and staff inside the
hospital restricted from going from one area of the hospital to another.  The
Company does not intend to operate any more Company-owned non-traditional
locations except the one location that it is currently operating.



Total expenses were $170,000 and $303,000 for the three-month and six-month
periods ended June 30, 2022 compared to $119,000 and $208,000 for the comparable
periods in 2021, respectively.  The primary reason for the increase in both
periods was the increase in revenue as a result of lifting restrictions on the
hospital due to the COVID-19 pandemic, as explained above.

Corporate Level Results of Operations





Depreciation and amortization were $112,687 and $225,439 for the three-month and
six-month periods ended June 30, 2022 compared to $142,133 and $306,849 for the
comparable periods in 2021, respectively.  The depreciation decrease was the
result of not opening any new corporate-owned locations to date in 2022.




16







General and administrative expenses were $540,000 and $1.08 million for the
three-month and six-month periods ended June 30, 2022, compared to $482,000 and
$780,000 for the comparable periods in 2021, respectively.  The primary reason
for the increase was a partial reimbursement of certain qualifying expenses
through the February 2021 PPP loan/grant and the hiring of an outside investor
relations consultant.



Operating income was $282,000 and $441,000 for the three-month and six-month
periods ended June 30, 2022 compared to $424,000 and $1.6 million for the
comparable periods in 2021, respectively. The primary reason for the decrease
was the $940,000 PPP loan/grant in February 2021.



Interest expense was $348,000 and $690,000 for the three-month and six-month
periods ended June 30, 2022 compared to $339,000 and $673,000 for the comparable
periods in 2021, respectively.  The primary reason for the increase in both
periods was a result of the non-cash PIK interest which adds to the principal
amount of the Corbel loan outstanding.



Net loss was $50,000 and $187,000 for the three-month and six-month periods
ended June 30, 2022, compared to net income$85,000 and $913,000 for the
comparable periods in 2021, respectively.  The primary reason for the decrease
was the $940,000 PPP loan/grant in February 2021 which was partially offset by a
decrease in revenue from franchising and an increase in revenue from
Company-owned Craft Pizza & Pub locations.

Liquidity and Capital Resources

The Company's strategy is to grow its business by concentrating on franchising/licensing non-traditional locations, franchising its updated stand-alone concept, Craft Pizza & Pub, and operating Company-owned Craft Pizza & Pub restaurants. The Company added new Company-operated Craft Pizza & Pub locations in January and November of 2017, January and June of 2018, March, October and December of 2020, and October and December of 2021.

The Company is operating one non-traditional location in a hospital and has no plans for operating any additional Company-owned non-traditional locations.

The Company's current ratio was 2.12-to-1 as of June 30, 2022, compared to 2.3-to-1 as of December 31, 2021.





In January 2017, the Company completed the private placement of $2.4 million
principal amount of the Notes convertible to common stock at $0.50 per share and
Warrants to purchase up to 2.4 million shares of the Company's common stock at
an exercise price of $1.00 per share, subject to adjustment. In 2018, $400,000
principal amount of Notes was converted into 800,000 shares of the Company's
common stock, in January 2019 another Note in the principal amount of $50,000
was converted into 100,000 shares of the Company's common stock, and in August
2019 another Note in the principal amount of $50,000 was converted into 100,000
shares of the Company's common stock, leaving principal amounts of Notes of $1.9
million outstanding as of December 31, 2019.  Holders of Notes in the principal
amount of $775,000 extended their maturity date to January 31, 2023.  In
February 2020, $1,275,000 principal amount of the Notes were repaid in
conjunction with a new financing leaving a principal balance of $625,000 of
subordinated convertible notes outstanding due January 31, 2023.  These Notes
bear interest at 10% per annum paid quarterly and are convertible to common
stock any time prior to maturity at the option of the holder at $0.50 per share.
The notes increased on the balance sheet due to the adding of PIK interest to
the note balance. The remaining Warrants to purchase 775,000 shares were
re-priced to $0.57 per share as a result of the financing completed in February
2020.




17






On February 7, 2020, the Company entered into the Agreement, pursuant to which
the Company issued to the purchaser the Senior Note in the initial principal
amount of $8.0 million. The Company has used the net proceeds of the Agreement
as follows: (i) $4.2 million to repay the Company's then-existing bank debt
which were in the original amount of $6.1 million; (ii) $1,275,000  to repay the
portion of the Company's existing subordinated convertible debt the maturity
date of which most had not previously been extended; (iii) debt issuance costs;
and (iv) the remaining net proceeds for working capital or other general
corporate purposes, including development of new Company-owned Craft Pizza

& Pub
locations.




The Senior Note bears cash interest of LIBOR, as defined in the Agreement, plus
7.75%. In addition, the Senior Note requires PIK Interest of 3% per annum, which
is being added to the principal amount of the Senior Note. Interest is payable
in arrears on the last calendar day of each month. The Senior Note matures on
February 7, 2025. The Senior Note does not require any fixed principal payments
until February 28, 2023, at which time required monthly payments of principal in
the amount of $33,333 begin and continue until maturity. The Senior Note
requires the Company to make additional payments on the principal balance of the
Senior Note based on its consolidated excess cash flow, as defined in the
Agreement.



On February 5, 2021, the Company received an additional loan of $940,734 under
the PPP.  The Company used the proceeds of this loan for qualifying expenses
under the CARES ACT.  On November 19, 2021, the Company received formal notice
from the SBA that the entire $940,734 loan was forgiven in accordance with the
provisions of the CARES ACT.  The Company had already treated the loan as a
grant because forgiveness was probable.



As a result of the financial arrangements described above and the Company's cash
flow projections, the Company believes it will have sufficient cash flow to meet
its obligations and to carry out its current business plan.  The Company's cash
flow projections for the next two years are primarily based on the Company's
strategy of growing the non-traditional franchising/licensing venues, operating
Craft Pizza & Pub locations and pursuing a franchising program for Craft Pizza &
Pub restaurants.

The Company does not anticipate that any of the recently issued accounting pronouncements will have a material impact on its consolidated financial statements.





Forward-Looking Statements



The statements contained above in Management's Discussion and Analysis
concerning the Company's future revenues, profitability, financial resources,
market demand and product development are forward-looking statements (as such
term is defined in the Private Securities Litigation Reform Act of 1995)
relating to the Company that are based on the beliefs of the management of the
Company, as well as assumptions and estimates made by and information currently
available to the Company's management.  The Company's actual results in the
future may differ materially from those indicated by the forward-looking
statements due to risks and uncertainties that exist in the Company's operations
and business environment, including, but not limited to the effects of the
COVID-19 pandemic,the availability and cost of hourly and management labor to
adequately staff Company-operated and franchise operations, competitive factors
and pricing pressures, accelerating inflation and the cost of labor, food items
and supplies, non-renewal of franchise agreements, shifts in market demand, the
success of new franchise programs, including the Noble Roman's Craft Pizza & Pub
format, the Company's ability to successfully operate an increased number of
Company-owned restaurants, general economic conditions, changes in demand for
the Company's products or franchises, the Company's ability to service its
loans, the impact of franchise regulation, the success or failure of individual
franchisees and changes in prices or supplies of food ingredients and labor as
well as the factors discussed under "Risk Factors " contained in the Company's
Annual Report on Form 10-K for the year ended December 31, 2021.  Should one or
more of these risks or uncertainties materialize, or should underlying
assumptions or estimates prove incorrect, actual results may vary materially
from those described herein as anticipated, believed, estimated, expected or
intended.

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