DEFA14A: Noble Romans Defends Stance Against BT Brands Ahead of Annual Shareholder Meeting

Noble Romans addresses mischaracterizations by BT Brands and encourages shareholder participation in the upcoming annual meeting.

Summary

• Noble Romans, Inc. is encouraging shareholders to attend its Annual Shareholder Meeting on August 27, 2024.
• The company is addressing what it claims are illegal and misleading statements published by BT Brands, Inc. (BTB).
• Noble Romans asserts that BTB failed to comply with the company's by-laws and federal securities laws in nominating directors.
• The company claims BTB illegally issued an open letter to Noble Romans shareholders, violating SEC proxy rules.
• Noble Romans highlights that its stock price has increased by 54% year-to-date, while BTB's stock price has declined by over 47%.
• BTB reported a net loss from operations of ($819,372) in their latest six-month reporting period.

Sentiment

Score: 6

Explanation: The document has a mixed sentiment. While Noble Romans highlights its stock price increase, the dispute with BTB and the mention of risks create some uncertainty.

Positives

• Noble Romans' stock price has increased by 54% year-to-date, indicating successful execution of its business strategy.
• The company is actively defending itself against what it believes are misleading statements, protecting shareholder interests.

Negatives

• BTB reported a net loss from operations of ($819,372) in their latest six-month reporting period, compared to a loss of ($330,306) for the same period in 2023.
• The dispute with BTB could create uncertainty and potentially distract management.

Risks

• The company acknowledges risks and uncertainties that could affect future results, including the after-effects of the COVID-19 pandemic, the ability of franchisees to timely prepare their units for scheduled openings, and competitive factors.
• Activist stockholder activities could adversely impact the company's business.

Future Outlook

The statements contained in this press release concerning the company's future revenues, profitability, financial resources, market demand and product development are forward-looking statements that are based on the beliefs of the management of the company.

Management Comments

• Paul Mobley, Executive Chairman of Noble Romans, Inc., said, 'On behalf of Noble Romans Board of Directors, senior management, and dedicated employees, we hope to see all of our shareholders at our Annual Shareholder Meeting on August 27th starting at 10:30 AM here in Indianapolis.'
• Paul Mobley stated, 'Please remember to get your proxy turned in ahead of the meeting date and make sure your shares are voted for the nominees unanimously endorsed by the Company's Board of Directors.'
• Paul Mobley stated, 'And BTB has accompanied those ill-advised and damaging efforts with a number of public statements that are incorrect, slanderous and false as to both the relevant facts and the law.'

Industry Context

The announcement highlights a dispute between Noble Romans and BT Brands, reflecting potential challenges and competitive dynamics within the restaurant franchising industry.

Comparison to Industry Standards

• It's difficult to provide a direct comparison to industry standards without knowing the specific financial metrics Noble Romans uses to benchmark its performance.
• However, the announcement mentions BT Brands' financial performance, which can be compared to other small restaurant chains.
• BTB's net loss from operations of ($819,372) for the latest six-month reporting period could be compared to similar companies in the restaurant industry to assess its relative performance.

Legal Proceedings

• BTB previously sued Noble Romans in Federal Court in Indiana, but the court denied BTB's motion for a temporary restraining order and preliminary injunction, and BTB subsequently withdrew the lawsuit.

Stakeholder Impact

• Shareholders are directly impacted by the dispute between Noble Romans and BTB, as it concerns the election of directors and the company's strategic direction.
• Employees could be affected by the uncertainty created by the dispute.

Next Steps

• Shareholders are encouraged to attend the Annual Shareholder Meeting on August 27, 2024.
• Shareholders are urged to submit their proxies ahead of the meeting date.

Key Dates

Keywords

Noble Romans, BT Brands, Annual Shareholder Meeting, Proxy, Shareholders, Nominations, SEC, Stock Price, Franchise