Attached files
Exhibit 99.1
[LETTERHEAD OF NOBLE ROMAN'S, INC.]
November 2, 2011
Timothy M. Riley
c/o Deutsche Bank Securities, inc.
280 Park Avenue
New York, NY 10017-1216
Dear Tim:
This letter follows-up on your telephone call to me on October 19, 2011. You
raised a number of questions and asked me to get back to you within two weeks.
You indicated in the conversation that you were part of a group that controlled
a little over six million shares of Noble Roman's stock. As such, you wanted to
see a plan for taking the company private.
After giving consideration to your questions and comments, we do not believe it
is in the best interest of all of our shareholders for the company to pursue
such a plan at this time. Of course, as appropriate we will continue from time
to time to consider our strategic alternatives, including remaining an
independent publicly held company, with a view to maximizing value for all of
our shareholders while being prudent stewards of our shareholders' investment.
As you know, over the past two years we have focused intensively on adding
take-n-bake locations in grocery stores, generating momentum in sales of
franchises for non-traditional venues other than grocery stores, and defending
the company against a meritless lawsuit brought by a group of disgruntled former
franchisees for traditional venues. We believe that our efforts have produced
tangible evidence of success, as follows:
o Take-n-bake pizzas in grocery stores continue to expand. At the time
we launched the take-n-bake program, we stated our belief that we
could have approximately 1,000 locations by December 31, 2011. We
believe we will have that number of locations either opened or under
agreement by year-end - as of today we are near 950 locations.
o We believe that we are making good progress on capitalizing on
identified opportunities for growth in non-traditional franchises
other than grocery stores. While there can be no assurance that it
will materialize into franchise sales, we have a very good backlog of
interested prospects for the future that we have worked hard to
generate.
o The lawsuit has been a major hindrance to the company as a result of
the costs of defense, diversion of management's time from more
productive activities and the challenges it created for marketing of
franchises for non-traditional locations. Fortunately, we have
successfully defended the company against the plaintiffs' fraud
claims, as the court has ruled those claims to be without merit. The
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remaining litigation consists primarily of our prosecuting
counterclaims for damages against the former franchisees.
We acknowledge that, as a small publicly held company, we must incur substantial
compliance costs without necessarily realizing significant benefits from having
traded stock at any given point in time. Nonetheless, we are gratified by the
positive feedback we have received from many of our shareholders who have stuck
with us and by the addition of some new shareholders as management has sought to
navigate through some difficult times.
We don't believe that our stock price yet reflects the progress we have made in
positioning the company for future growth and profitability. A going private
transaction would require substantial company financial and managerial resources
and there is no certainty that it could be successfully executed. Accordingly,
we have concluded that our shareholders' interests are best served at this time
by staying on our current path and continuing to execute our primary strategies.
In doing so, we continue to expand our menu offerings for the grocery store
take-n-bake program and to make enhancements to our program for the
non-traditional franchising.
We certainly appreciate your interest in Noble Roman's, however, for the reasons
discussed above we respectfully decline your invitation to pursue a going
private transaction at this time. Please be advised that the company reserves
all of its legal rights in this matter and that federal securities laws impose
important reporting and other obligations on principal shareholders who act in
concert with respect to the ownership of their shares.
Very truly yours, NOBLE ROMAN'S, INC.
By /s/ Paul Mobley
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Paul Mobley, Chairman and CEO