General Information

Noble Roman's, Inc., an Indiana corporation incorporated in 1972, sells and
services pizza-focused foodservice franchises and licenses under the trade name
"Noble Roman's Craft Pizza & Pub," "Noble Roman's Pizza," "Noble Roman's
Take-N-Bake," and "Tuscano's Italian Style Subs". It also currently operates one
Company-owned non-traditional Noble Roman's Pizza and Tuscano's Italian Style
Subs location in a hospital and six Company-owned Craft Pizza & Pub restaurants
with a seventh under construction and scheduled to open in late November 2020.
The Company's concepts' feature high quality fresh pizza, pasta and salads along
with other related menu items, simple operating systems, fast service times,
attractive food costs and overall affordability.

To facilitate growth, the Company began adding Company-owned Craft Pizza & Pub
locations to its business plan in 2017 and has now begun franchising Craft Pizza
& Pub on a limited basis to qualified multi-unit operators. The Company opened
two Company-owned Craft Pizza & Pub locations in 2017, added two additional
locations in 2018 and opened two thus far in 2020 with another one expected to
open in November. The Company has plans for additional company-owned locations
to open in 2021. The Company intends to use its Craft Pizza & Pub locations as a
base to support the franchising and continued future growth of that concept. The
first franchised Craft Pizza & Pub opened in May 2019 in Lafayette, Indiana and
the second franchised Craft Pizza & Pub opened in November 2019 in Evansville,
Indiana. The franchisee of the first franchised location has a second location
under construction in Kokomo, Indiana with plans to open in mid-November 2020.
In addition to growth in the Craft Pizza & Pub venue, since 1997 the Company had
concentrated its efforts and resources primarily on franchising and licensing
non-traditional locations and has awarded franchise and/or license agreements in
all 50 states. The Company's focus on franchising and licensing non-traditional
locations is continuing and currently has several franchises sold but not yet
opened, combined with an active base of qualified prospects for additional
locations. However, the current pandemic has slowed the pace of that
development.


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RH Roanoke, Inc. operates a Company-owned non-traditional location in a hospital. Because of visitor and staff restrictions placed on the hospital due to COVID-19, sales are currently approximately 55% below historical levels. Noble Roman's, Inc. owns and operates six Craft Pizza & Pub locations with another one scheduled to open in late November 2020 with plans to add more.

References in this report to the "Company" and to "Noble Roman's" are to Noble Roman's, Inc. and its two wholly-owned subsidiaries, Pizzaco, Inc. and RH Roanoke, Inc., unless the context indicates otherwise.

Noble Roman's Craft Pizza & Pub



Noble Roman's Craft Pizza & Pub is intended to provide a fun, pleasant
atmosphere serving pizza and other related menu items, all made to order using
fresh ingredients in the view of the customers. In January 2017, Noble Roman's
opened its first Company-owned Craft Pizza & Pub restaurant in Westfield,
Indiana, a prosperous and growing community on the northwest side of
Indianapolis. Since that time five additional Craft Pizza & Pubs have been
opened as Company-owned restaurants. Noble Roman's Craft Pizza & Pub is designed
to harken back to the Company's early history when it was known simply as "Pizza
Pub." Like then, and like the new full-service pizza concepts today, ordering
takes place at the counter and food runners deliver orders to the dining room
for dine-in guests. Currently the Company has transitioned to waiter/waitress
service in the evening and on weekends to be able to better maintain social
distancing in an effort to reduce the spread of COVID-19. The Company believes
that Noble Roman's Craft Pizza & Pub features many enhancements over the current
competitive landscape. The restaurant features two styles of hand-crafted,
made-from-scratch pizzas with a selection of 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 high quality, 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 pizza offerings feature Noble Roman's traditional hand-crafted thinner crust
as well as its signature deep-dish Sicilian crust. After extensive research and
development, the system has been designed to enable fast cook times, with oven
speeds running approximately 2.5 minutes for traditional pies and 5.75 minutes
for Sicilian pies. Traditional pizza favorites such as pepperoni are options on
the menu, but also offered is a selection of Craft Pizza & Pub original
creations like "She's No Sour Grape" and "Pizza Margherita". The menu also
features a selection of contemporary and fresh, made-to-order salads and
fresh-cooked pasta. In addition, the menu includes baked subs, hand-sauced wings
and a selection of desserts, as well as Noble Roman's famous Breadsticks with
Spicy Cheese Sauce.

Additional enhancements include a glass enclosed "Dough Room" where Noble
Roman's Dough Masters hand-make all pizza and breadstick dough from scratch in
customer view. Also in the dining room, though currently not utilized during the
pandemic, is a "Dust & Drizzle Station" where guests can customize their pizzas
after they are baked with a variety of condiments and drizzles, such as
rosemary-infused olive oil, honey and Italian spices. 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
a large number of giant screen television monitors for sports and the nostalgic
black and white shorts featured in Noble Roman's earlier days.

Noble Roman's Pizza for Non-Traditional Locations

Noble Roman's franchised and licensed non-traditional locations are designed to
bring high-quality, pizza-focused foodservice into underlying establishments
that have a captive audience or high customer counts associated with their
business. Examples of these venues include convenience stores, hospitals,
entertainment facilities, military bases, bowling centers and other similar
facilities. Noble Roman's for non-traditional locations range in scope from
relatively small operations focused on quick meals and impulse food purchases to
elaborate, full-scale restaurant operations depending on the facility and the
goals of the individual franchisee or licensee.

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 pre-cooked sauce made with secret spices and
vine-ripened tomatoes in all venues.


                                       12


?
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 license venue.

Tuscano's Italian Style Subs


Tuscano's Italian Style Subs is a separate non-traditional location concept that
focuses on sub sandwich menu items but only in locations that also have a Noble
Roman's franchise. The ongoing royalty for a Tuscano's franchise is identical to
that charged for a Noble Roman's Pizza franchise.

Business Strategy



The Company is focused on revenue expansion while continuing to minimize
overhead and other costs. To accomplish this, the Company will continue owning
and operating a core of Craft Pizza & Pub locations and develop what it believes
to be a large growth opportunity by franchising with qualified multi-unit
franchisees. At the same time, the Company will continue to focus on
franchising/licensing for non-traditional locations, especially convenience
stores and entertainment centers.

Business Operations

Distribution



The Company's proprietary ingredients are manufactured pursuant to the Company's
recipes and specifications 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 distributors, 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. In addition, the Company has agreements with various grocery store
distributors located in parts of the country which agree to buy the Company's
ingredients from one of the Company's primary distributors and to distribute
those ingredients only to their grocery store customers who have signed license
agreements with the Company.

Franchising

The Company sells franchises for both non-traditional and traditional locations.

The initial franchise fees are as follows:




                                                                Craft Pizza
                    Non-Traditional, Except Hospitals Hospitals & Pub
Franchise Format
Noble Roman's Pizza  $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.


                                       13


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.

Licensing


Noble Roman's Take-n-Bake Pizza licenses for grocery stores are governed by a
supply agreement. The supply agreement generally requires the licensee to: (1)
purchase proprietary ingredients only from a Noble Roman's-approved distributor;
(2) assemble the products using only Noble Roman's approved ingredients and
recipes; and (3) display products in a manner approved by Noble Roman's using
Noble Roman's point-of-sale marketing materials. Pursuant to the distributor
agreements, the primary distributors place an additional mark-up, as determined
by the Company, above their normal selling price on the key ingredients as a fee
for the Company in lieu of royalty. The distributors agree to segregate this
additional mark-up upon invoicing the licensee or grocery store distributor, to
hold the fees in trust for the Company and to remit them to the Company within
ten days after the end of each month.

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 September 30,            Nine Months ended September 30,


                 2019                  2020                  2019                  2020
Description
Revenue           $1,221,843   100%     $1,583,251   100%     $3,693,922   100%     $4,083,064   100%
Cost of sales     261,922      21.4     356,683      22.5     777,646      21.1     871,312      21.3
Salaries and
wages             361,138      29.6     416,490      26.3     1,106,815    29.9     771,795      18.9
Facility cost
including rent,
common area and
utilities         216,268      17.7     269,369      17.0     625,968      16.9     657,725      16.1
Packaging         32,448       2.6      42,096       2.7      99,239       2.7      117,474      2.9
All other
operating
expenses          206,080      16.9     292,116      18.5     600,040      16.2     734,816      18.0
Total expenses    1,077,856    88.2     1,376,753    87.0     3,209,708    86.8     3,153,123    77.2
Margin
contribution      $143,987     11.8%    $206,498     13.0     $484,214     13.2%    $929,941     22.8



Margin contribution from this venue for the nine-month period ended September
30, 2020 was decreased $19,786 for non-cash expense related to the adoption of
ASU 2016-02 accounting for leases which became effective after January 1, 2019
for publicly reporting companies.

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




                  Three Months ended September 30,            Nine Months ended September 30,


                  2019                  2020                  2019                  2020
Description
Royalties and
fees franchising   $1,437,685   84.5%    $1,063,864   84.9     $4,060,160   82.9%    $3,256,796   85.5
Royalties and
fees grocery       263,281      15.5     188,639      15.1     835,013      17.1     551,430      14.5
Total royalties
and fees           1,700,966    100.0    1,252,503    100.0    4,895,173    100.0    3,808,226    100.0%
Salaries and
wages              180,707      10.6     205,127      16.4     552,122      11.3     420,322      11.1
Trade show
expense            105,000      6.2      105,000      8.4      315,000      6.4      315,000      8.3
Travel and auto    27,951       1.6      21,720       1.7      82,630       1.7      69,975       1.8
All other
operating
expenses           195,370      11.5     150,548      12.0     598,803      12.2     435,081      11.4
Total expenses     509,028      29.9     482,395      38.5     1,548,555    31.6     1,240,379    32.6
Margin

contribution       $1,192,037   70.1%    $770,108     61.5%    $3,346,618
68.4%    $2,567,847   67.4%




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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 September 30,       Nine Months ended September 30,


                    2019                2020               2019                2020
Description
Revenue              $169,422   100%     $92,255   100%     $499,944   100%     $365,372   100%
Total expenses       157,652    93.1     108,935   109.8    464,470    92.9     338,161    92.6
Margin contribution  $11,770    6.9%     $(9,679)  (9.8)%   $35,474    7.1%     $27,211    7.4%



Results of Operations

Company-Owned Craft Pizza & Pub


The revenue from this venue grew from $1.2 million to $1.6 million (a 29.5%
increase from last year) and from $3.7 million to $4.1 million (a 10.5% increase
from last year) for the respective three-month and nine-month periods ended
September 30, 2020 compared to the corresponding periods in 2019. Revenue was
increased by opening an additional Craft Pizza & Pub restaurant on March 25,
2020 but that increase was partially offset by the Governor of the State of
Indiana issuing an order on March 16, 2020 in response to the COVID-19 pandemic
closing all dining rooms for inside dining for an indefinite period of time but
which allowed carry-out and delivery. Most but not all, of the inside dining
revenue that was lost from the closure of the dining rooms was made up through
Pizza Valet service over time and outside delivery service. The Governor has now
modified his order to allow restaurants and bars to operate at 100% capacity,
although the order contained distance restrictions which effectively require the
restaurants to operate between 50% and 75% capacity depending on each location.

Cost of sales increased from 21.4% to 22.5% and from 21.1% to 21.3%,
respectively, for the three-month and nine-month periods ended September 30,
2020 compared to the corresponding periods in 2019. This increase in cost was
the result of fluctuating prices of various ingredients due to temporary
shortages of different products as a result of the COVID-19 pandemic. The
fluctuating prices were partially offset by more efficient and experienced
staff.

Salaries and wages decreased from 17.7% to 17.0% and from 16.9% to 16.1% for the
respective three-month and nine-month periods ended September 30, 2020 compared
to the corresponding periods in 2019. One of the reasons for the decrease in the
nine-month period was the PPP grant which was used to reimburse the Company for
payroll costs for retaining employees. For both periods, this improvement was
also partially the result of improved efficiency as the restaurants matured and
as the staff gained experience and was partially the result of all of the dining
rooms being closed or restricted by order of the Governor on March 16, 2020.
During the period of closure the restaurants increased use of Pizza Valet
service for carry-out which decreased the labor requirements to a greater extent
in percentage terms than the sales were reduced by the lack of dining room
service.

Packaging cost increased from 2.6% to 2.7% and from 2.7% to 2.9% for the
three-month and nine-month periods ended September 30, 2020 compared the
corresponding periods in 2019. The increase was due to much higher percentage of
sales being carry-out through Pizza Valet and third-party delivery compared to
total sales.

All other operating expenses increased from 16.9% to 18.5% and from 16.2% to
18.0% for the three-month and nine-month periods ended September 30, 2020
compared to the corresponding periods in 2019. The primary reason for the
increase was the result of increased operating supplies due to the requirements
imposed on the operations from the COVID-19 pandemic and government
restrictions.

Gross margin contribution increased from 11.8% to 13.0% and from 13.2% to 22.8%
for the three-month and nine-month periods ended September 30, 2020,
respectfully, compared to the corresponding periods in 2019. This increase was
partially the result of the PPP grant offsetting salaries and wages and, to a
lesser extent, reduction in other costs during the recent nine-month period and
more efficient use of labor in both the three-month and nine-month periods.
Overall expenses for this venue decreased from 88.2% to 87.0% and from 86.8% to
77.2% for the three-month and nine-month periods, respectfully, compared to the
corresponding periods in 2019. Facility cost decreased from 17.7% to 17.0% and
from 16.9% to 16.1% for the three-month and nine-month periods, respectfully,
compared to the corresponding periods in 2019. The facility costs as a
percentage of sales decreased because of the higher sales volume and lower cost
lease for the new restaurant which opened on March 25, 2020.


                                       15


Franchising


Total revenue from this venue decreased to $1.3 million and $3.8 million in the
respective three-month and nine-month periods ended September 30, 2020 from $1.7
million and $4.9 million for the corresponding periods in 2019. The decrease in
revenue in this venue is directly tied to the effects of COVID-19 pandemic in
restaurants across the country. Several of the non-traditional locations were
temporarily closed as part of the pandemic and the government response. It is
still unknown whether all of those locations will be able to reopen in the
future.

The decreases in fees from franchising were the result of the pandemic which
caused several of the locations to be closed during the second quarter. The
decreases in grocery store take-n-bake were a result of the Company's focus away
from grocery stores for take-n-bake to franchising because of the strong
economic conditions prior to the COVID-19 pandemic and due to the pandemic
creating rush on grocery stores with minimal staff which did not have sufficient
resources to maintain the assembly of pizzas for take-n-bake during the crisis.

Salaries and wages, trade show expense, insurance and other operating costs
decreased from $509,000 to $482,000 and from $1.5 million to $1.2 million.
However because of the decrease in total revenue from this venue as a result of
the COVID-19 pandemic, the cost as a percentage of revenue increased from 29.9%
to 38.5% and from 31.6% to 32.6% for the three-month and nine-month periods
ended September 30, 2020, respectively, compared to the corresponding periods in
2019.

Gross margin decreased from 70.1% to 61.5% and from 68.4% to 67.4% for the
three-month and nine-month periods ended September 30, 2020, respectively,
compared to the corresponding periods in 2019. As described above, the margins
are lower primarily because of the decreased revenue resulting from temporary
closures and reduced traffic directly resulting from the pandemic.


                                       16

Company-Owned Non-Traditional Locations



Gross revenue from this single-unit venue decreased from $169,000 to $92,000 and
from $500,000 to $365,000 for the respective three-month and nine-month periods
ended September 30, 2020 compared to the corresponding periods in 2019. This
venue consists of one location in a hospital. Access to the hospital has been
severely limited and travel within sections of the hospital are prohibited
because of the potential spread of COVID-19. 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 decreased from $158,000 to $109,000 and from $464,000 to $338,000
for the three-month and nine-month periods ended September 30, 2020 compared to
the corresponding periods in 2019. The primary reason for these decreases was
restrictions as discussed in the preceding paragraph on hospitals resulting

from
the COVID-19 pandemic.

The Company

Depreciation and amortization increased from $67,000 to $98,000 and increased
from $237,000 to $263,000 for three-month and nine-month periods ended September
30, 2020 compared to the corresponding periods in 2019. Depreciation increased
due to the opening of the sixth Company-Owned Craft Pizza & Pub location in
March 2020.

General and administrative expenses increased from $433,000 to $460,000 for the
three-month period ended September 30, 2020 compared to the corresponding period
in 2019 and remained constant at $1.3 million for the nine-month period ended
September 30, 2020 compared to the corresponding period in 2019.

Operating income decreased from $835,000 to $411,000 and from $2.4 million to
$2.0 million for the respective three-month and nine-month periods ended
September 30, 2020 compared to the corresponding periods in 2019. This decrease
was the result of lower sales volume in the non-traditional venue primarily due
to temporary closures required by several states in response to the spread of
COVID-19.

Interest expense increased from $220,000 to $328,000 and from $567,000 to $1.6
million for the respective three-month and nine-month periods ended September
30, 2020 compared to the corresponding periods in 2019. The primary reason for
the increases was a result of the financing that occurred in February 2020
resulting in non-cash write-offs of the unamortized original loan cost for both
First Financial Bank and the private placement subordinated debt, which in the
aggregate was $658,000 and, in addition, the non-cash PIK interest expense of
$62,000 in the three-month period ended September 30, 2020 and $159,000 for the
nine-month period ended September 30, 2020. This non-cash expense to obtain the
new financing was necessary in order to reduce cash outlays for principal
repayments, provide liquidity and to provide growth capital for more Craft Pizza
& Pub locations.

Net income before income tax decreased from $615,000 to $83,000 and from $1.8
million to $442,000 for the respective three-month and nine-month periods ended
September 30, 2020 compared to the corresponding periods in 2019. The decrease
in net income before income tax was the result of the COVID-19 pandemic
resulting in a number of temporarily closed franchises in the non-traditional
venue and restrictions on dining rooms in Craft Pizza & Pub, combined with
higher operating costs to comply with regulatory requirements to aid in the
spread of COVID-19.

Due to the factors discussed above, net income decreased from $468,000 to
$83,000 and decreased from $1.4 million to $524,000 for the respective
three-month and nine-month periods ended September 30, 2020 compared to the
corresponding periods in 2019. Income tax expense was not significant in the
second quarter as the benefit from the reimbursement of certain expenses in the
PPP is non-taxable as designated in the CARES Act.

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 a limited number of 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 and October of 2020 with another location planned for November 2020.



During 2018, the Company invested resources (approximately $300,000) to commence
franchising of the Craft Pizza & Pub franchise. As of September 30, 2020, the
Company had two Craft Pizza & Pub locations under franchise agreements which
were open and an additional franchise location under development and expected to
open in early November 2020.


                                       17

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


The Company's current ratio was 4.5-to-1 as of September 30, 2020 compared to
1.5-to-1 as of December 31, 2019. The current ratio was improved significantly
with the new financing in February 2020 and operations through September 30,
2020.

In January 2017, the Company completed the offering of $2.4 million principal
amount of convertible, subordinated and unsecured promissory notes (the "Notes")
convertible to common stock at $0.50 per share and warrants (the "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 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. Warrants to purchase 1,775,000 shares of common
stock at $1.00 per share expired late in 2019.

In September 2017, the Company entered into a loan agreement (the "Bank
Agreement") with First Financial Bank (the "Bank"). The Bank Agreement provided
for a senior credit facility (the "Credit Facility") from the Bank consisting
of: (1) a term loan in the amount of $4.5 million (the "Term Loan"); and (2) a
development line of credit of up to $1.6 million (the "Development Line of
Credit") for the opening of three Craft Pizza & Pub restaurants. Borrowings
under the Credit Facility bore interest at a variable annual rate up to the
London Interbank Offer Rate ("LIBOR") plus 7.25%. All outstanding amounts owed
under the Bank Agreement were due to mature in September 2022, however these
amounts were all paid in full from the $8.0 million new financing in February
2020.

On February 7, 2020, the Company entered into the Agreement with Corbel Capital
Partners SBIC, L.P. (the "Purchaser") 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 or will use the net proceeds of the Agreement as follows:
(i) $4.2 million was used to repay the Company's then-existing bank debt which
were in the original amount of $6.1 million; (ii) $1,275,000 was used 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 will be used 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
will be 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 April 25, 2020, the Company received a loan of $715,000 under the PPP. It is
probable this will be forgiven, therefore the Company has accounted for it as a
grant. The funds, according to the provision in the CARES Act, were used for
payroll costs including payroll benefits and other minor costs allowed by the
act. The Company filed its application for forgiveness of the full amount of the
loan.

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, to open additional Company-owned Craft Pizza & Pub
restaurants and pursuing an aggressive franchising program for Craft Pizza & Pub
restaurants.

The Company does not anticipate that any of the recently issued pronouncements
relating to the Statement of Financial Accounting Standards will have a material
impact on its Consolidated Statement of Operations or its Consolidated Balance
Sheet.


                                       18


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, competitive factors and pricing pressures, 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 annual report on Form
10-K. 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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