Bt Brands Stock Price, News & Analysis

BT Brands, Inc. (Nasdaq: BTBD; BTBDW) is a restaurant company in the accommodation and food services sector. According to its public disclosures and news releases, the company owns and operates fast-food and casual dining concepts in several U.S. states and holds an equity interest in a related restaurant business. BT Brands is associated with the food service contractors industry through its operation of multiple restaurant brands.

Core restaurant operations

BT Brands states that it owns and operates a fast-food restaurant chain called Burger Time in the North Central region of the United States, with locations in North Dakota, South Dakota, and Minnesota. In addition to this core burger concept, the company operates several other restaurant brands:

• Pie In The Sky Coffee and Bakery in Woods Hole, Massachusetts
• Keegan’s Seafood Grille in Indian Rocks Beach, Florida, near Clearwater
• Schnitzel Haus, a German-themed or upscale German-themed restaurant in Hobe Sound, Florida, near Stuart

BT Brands has also reported ownership interests in other restaurant concepts over time. Its news releases describe prior operations of Village Bier Garten, a German-themed restaurant, bar, and entertainment venue in Cocoa, Florida, and a Dairy Queen franchise in the North Central United States. These references provide context for the company’s history of operating and acquiring restaurant businesses.

Affiliate interest in Bagger Dave’s Burger Tavern

BT Brands reports that it owns a significant equity interest in Bagger Dave’s Burger Tavern, Inc., which is traded on the OTC Markets under the symbol BDVB. In recent periods, the company has disclosed ownership percentages in the range of approximately 39.6% to 41.7%, and more recently 40.7%. Bagger Dave’s operates casual dining restaurants in Michigan, Ohio, and Indiana.

BT Brands’ financial results include its equity share of Bagger Dave’s net income or loss, and company news releases highlight that this affiliate has at times contributed a notable non-cash component to BT Brands’ reported results. The company has also described efforts to liquidate or sell Bagger Dave’s restaurant properties and has announced a plan to exit the Bagger Dave’s restaurant business through asset sales at the affiliate level.

Geographic footprint and restaurant mix

Across its owned operations and equity affiliate, BT Brands’ restaurant footprint spans multiple regions:

• North Central United States – Burger Time locations in North Dakota, South Dakota, and Minnesota
• New England – Pie In The Sky Coffee and Bakery in Woods Hole, Massachusetts
• Florida – Keegan’s Seafood Grille in Indian Rocks Beach near Clearwater, Schnitzel Haus in Hobe Sound near Stuart, and previously Village Bier Garten in Cocoa
• Midwestern states via affiliate – Bagger Dave’s restaurants in Michigan, Ohio, and Indiana

This mix combines quick-service burger units, coffee and bakery operations, seafood dining, and German-themed restaurants, as described in the company’s news releases. BT Brands has also indicated that it has pursued acquisitions within the restaurant industry and has at times closed or rebranded underperforming locations.

Corporate structure and planned restructuring

BT Brands is incorporated in Wyoming, as reflected in its SEC filings. The company’s common stock and public warrants trade on Nasdaq under the symbols BTBD and BTBDW, respectively. In an 8-K filing, BT Brands reported entering into an Agreement and Plan of Merger with Aero Velocity Inc., an entity described as an emerging leader in drone services and drone-related technologies.

Under that Merger Agreement, a BT Brands subsidiary is expected to merge with Aero Velocity, with Aero Velocity surviving as a direct, wholly owned subsidiary of BT Brands. The transaction documentation describes that, upon consummation of the merger, legacy BT Brands stockholders and option holders would own a minority economic interest in the combined parent, with legacy holders of Aero Velocity stock holding the majority interest, subject to adjustments specified in the agreement.

Spin-off of restaurant operations

The same 8-K filing outlines a contemplated restructuring and spin-off. BT Brands plans to form a wholly owned Wyoming subsidiary named BT Group, Inc. and transfer to BT Group all of BT Brands’ assets and liabilities, including its restaurant operations, cash, and investments. BT Brands then contemplates distributing BT Group shares to holders of BT Brands common stock (and potentially to holders of warrants issued in BT Brands’ initial public offering, as determined by the board of directors).

Following this spin-off, BT Group is expected to own and operate the restaurant business that BT Brands previously held. BT Brands has stated in its news releases that management plans to pursue a stock exchange listing for BT Group’s common stock. After the merger and spin-off, BT Brands’ existing shareholders are expected to hold shares in both the combined Aero-focused parent and in BT Group, which would contain the restaurant assets and related liabilities.

Aero Velocity business as described in filings

In the same 8-K, BT Brands provides an overview of Aero Velocity. According to that description, Aero Velocity utilizes drone technology and data science techniques for advanced aerial mapping, data collection, and UAV-based commercial services. It offers its services through a Drones-as-a-Service (DaaS) model and specializes in deploying multiple sensor solutions to deliver precise and tailored outputs for clients.

The filing further states that Aero Velocity provides UAV-powered industrial inspections and infrastructure cleaning services and that its expertise spans applications in areas such as precision agriculture, environmental monitoring and forestry management, defense and security, and rapid emergency response. The company is also described as developing a contract drone manufacturing business while expanding its portfolio of drone technologies and services.

Capital structure and preferred stock terms

The Merger Agreement summary in the 8-K explains that Aero Velocity shareholders are expected to receive Series A-1 and Series A-2 Convertible Preferred Stock of BT Brands as merger consideration. These preferred shares carry stated values, conversion terms into BT Brands common stock, and voting rights as described in the filing. The Series A-1 Preferred Stock is expected to carry enhanced voting power, such that its holder is anticipated to control a majority of the combined company’s voting power, subject to the terms set forth in the certificates of designation.

The 8-K also describes a planned Series B Convertible Preferred Stock financing, in which Aero Velocity’s existing shareholders or their designees would invest a specified amount in BT Brands. These preferred shares are expected to be convertible into common stock at a price determined by formulas in the Merger Agreement, with certain beneficial ownership limitations and a one-time conversion price reset mechanism.

Reporting and regulatory status

BT Brands files periodic reports with the U.S. Securities and Exchange Commission, including annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. The company has also filed a Form 12b-25 (NT 10-Q) to notify the SEC of a delayed quarterly report, explaining that it was unable to obtain financial information from third-party providers on a timely basis without unreasonable effort or expense and indicating that it expected to file the Form 10-Q within the permitted extension period.

Through these filings and news releases, BT Brands provides financial statements, balance sheet information, and narrative discussion of its restaurant operations, equity investments, and strategic initiatives, including cost-reduction efforts, asset sales, and the proposed business combination with Aero Velocity.

Investment and research considerations

For investors and researchers looking at BTBD and BTBDW, the company’s disclosures emphasize two main areas: the performance and evolution of its restaurant portfolio, and the planned corporate transformation involving Aero Velocity and the spin-off of BT Group. The restaurant operations include quick-service and casual dining locations across several states, while the Aero Velocity transaction, if completed as described, would introduce a separate drone-focused business under the BT Brands corporate umbrella, with the legacy restaurant assets held in a distinct public company.