[10-Q] BT Brands, Inc. Quarterly Earnings Report
BT Brands, Inc. reported a strong turnaround for the 13 and 39 weeks ended September 28, 2025, moving from prior-year losses to net income of $914,975 for the quarter and $640,157 year-to-date. Net sales fell about 11.4% in the quarter and 6.7% year-to-date, mainly from closing underperforming restaurants, but food, labor, and overhead ratios improved and restaurant-level EBITDA rose to 21.3% of revenues in the quarter. Results were also helped by a $288,731 gain on a property sale and sizeable realized and unrealized gains on marketable securities. The company fully impaired its $304,000 NGI equity investment and reduced its Bagger Dave’s investment to zero as losses accumulated, while still ending the period with $4.7 million in cash and marketable securities and positive working capital. BT Brands also signed a merger agreement with Aero Velocity, which would spin off its restaurant assets into BT Group and leave Aero shareholders with 89% of the combined company’s equity.
Return to profitability: Net income reached $640,157 for the 39 weeks ended September 28, 2025, versus a $735,131 loss in 2024, with restaurant-level EBITDA margin improving to 16.0%.
Stronger balance sheet metrics: As of September 28, 2025, BT Brands held about $4.7 million in cash, cash equivalents, and marketable securities and approximately $5.7 million of net working capital.
Strategic transaction: The signed merger agreement with Aero Velocity contemplates Aero holders receiving preferred stock representing 89% of the merged company, with existing shareholders retaining 11% and restaurant operations spun into BT Group.
Revenue contraction and closures: Net sales declined 11.4% for the quarter and 6.7% year-to-date, driven in part by closing Village Bier Garten, Ham Lake, and a Minot Burger Time location.
Investment and affiliate headwinds: The company recorded a $304,000 impairment on its NGI equity investment and a $304,439 equity loss from Bagger Dave’s, reducing that investment’s carrying value to zero.
Insights
BTBD swung from losses to profit through cost cuts, asset gains, and investment income while pursuing a transformative merger.
BT Brands generated net income of
Margin gains came from lower food and paper costs at
Liquidity appears solid, with about
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended:
or
For the transition period from _______________ to _______________
Commission File Number:
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
| (Zip Code) |
(
(Registrant’s telephone number, including area code)
NONE
(Former name, former address and former fiscal year if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
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| The | ||
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| The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
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| Emerging Growth Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
At November 15, 2025, there were
CAUTIONARY STATEMENT REGARDING RISKS
AND UNCERTAINTIES THAT MAY AFFECT FUTURE RESULTS
Forward-Looking Information
This quarterly report contains forward-looking statements about the business, financial condition and prospects of BT Brands, Inc. and its wholly owned subsidiaries (together, the “Company”). Forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, can be identified by the use of forward-looking terminology such as “believes,” “projects,” “expects,” “may,” “estimates,” “should,” “plans,” “targets,” “intends,” “could,” “would,” “anticipates,” “potential,” “confident,” “optimistic” or the negative thereof, other variations thereon, or comparable terminology, or by discussions of strategy, objectives, estimates, guidance, expectations, and plans. Forward-looking statements can also be identified by the fact that these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties.
While the Company believes the expectations reflected in forward-looking statements are reasonable, there can be no assurances that such expectations will prove to be accurate. Security holders are cautioned that such forward-looking statements involve risks and uncertainties. You should evaluate all forward-looking statements made in this report in the context of the factors that could cause outcomes to differ materially from our expectations. These factors include, but are not limited to:
| · | capital requirements and the availability of capital to fund our growth; |
| · | difficulties executing our growth strategy, including completing profitable acquisitions; |
| · | all risks related to acquisition of an existing business, including identifying a suitable target, completing comprehensive due diligence, the impact on our financial condition of any debt we may incur in acquiring the target, the ability to integrate the target’s operations with our existing operations, our ability to retain management and key employees of the target, among other factors relevant to acquisitions; |
| · | challenges related to hiring and retaining employees at competitive wage rates; |
| · | shortages or interruptions of supplies; |
| · | negative publicity; |
| · | competition from other businesses with significantly greater resources than we have; |
| · | changes in economic conditions, including the effects on consumer confidence and discretionary spending; |
| · | our inability to manage our growth; |
| · | loss of key personnel; |
| · | labor shortages and increased labor costs; |
| · | the impact of governmental laws and regulations; |
| · | failure to obtain and maintain required licenses and permits to comply with regulations; |
| · | adverse weather, and other unforeseen conditions: |
| · | inadequately protecting intellectual property; |
| · | breaches of security of confidential consumer information; and |
| · | other factors discussed in the Company’s Annual Report on Form 10-K under “Business” and “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” |
| 2 |
| Table of Contents |
We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate, or even if substantially realized, will result in the consequences we anticipate or affect us or our operations in the ways we expect. The forward-looking statements included in this report are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law. If we update one or more forward-looking statements, no inference should be made that we will make additional updates regarding those or other forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.
From time to time, oral or written forward-looking statements are also included in our reports on Forms 10-K, 10-Q, and 8-K, our Schedule 14A, our press releases and other materials released to the public. Although we believe that at the time made, the expectations reflected in all of these forward-looking statements are and will be reasonable, any or all of the forward-looking statements may prove to be incorrect. This may occur as a result of inaccurate assumptions or as a consequence of known or unknown risks and uncertainties. Many factors discussed in this Quarterly Report on Form 10-Q, certain of which are beyond our control, will be important in determining our future performance. Consequently, actual results may differ materially from those anticipated from forward-looking statements. In light of these and other uncertainties, you should not regard the inclusion of a forward-looking statement in this Quarterly Report on Form 10-Q or other public communications that we might make as a representation that our plans and objectives will be achieved, and you should not place undue reliance on such forward-looking statements.
We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. However, your attention is directed to any further disclosures made on related subjects in our subsequent periodic reports filed with the Securities and Exchange Commission.
| 3 |
| Table of Contents |
TABLE OF CONTENTS
PART I— FINANCIAL INFORMATION. |
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ITEM 1. | CONDENSED FINANCIAL STATEMENTS (unaudited). |
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ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
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ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK. |
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ITEM 4. | CONTROLS AND PROCEDURES. |
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PART II—OTHER INFORMATION. |
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ITEM 1. | LEGAL PROCEEDINGS. |
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ITEM 1A. | RISK FACTORS. |
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ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. |
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ITEM 3. | DEFAULTS UPON SENIOR SECURITIES. |
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ITEM 4. | MINE SAFETY DISCLOSURES. |
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ITEM 5. | OTHER INFORMATION. |
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ITEM 6. | EXHIBITS. |
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SIGNATURES. |
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| 4 |
| Table of Contents |
PART I FINANCIAL INFORMATION
BT BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
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| (Unaudited) September 28, 2025 |
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| December 29, 2024 |
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ASSETS |
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CURRENT ASSETS |
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Cash and cash equivalents |
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Marketable securities |
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Receivables |
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Demand notes receivable from related company |
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Inventory |
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Prepaid expenses and other current assets |
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Assets held for sale |
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Total current assets |
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PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET |
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OPERATING LEASES RIGHT-OF-USE ASSETS |
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EQUITY INVESTMENT IN UNCONSOLIDATED SUBSIDIARY |
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EQUITY INVESTMENT IN RELATED COMPANY |
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GOODWILL |
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INTANGIBLE ASSETS, NET |
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OTHER ASSETS, NET |
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Total assets |
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LIABILITIES AND SHAREHOLDERS' EQUITY |
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CURRENT LIABILITIES |
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Accounts payable |
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Current maturities of long-term debt |
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Current operating lease obligations |
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Accrued expenses |
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Total current liabilities |
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LONG-TERM DEBT, LESS CURRENT PORTION |
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NONCURRENT OPERATING LEASE OBLIGATIONS |
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Total liabilities |
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COMMITMENTS AND CONTINGENCIES |
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SHAREHOLDERS' EQUITY |
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Preferred stock, $.001 par value, |
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Common stock, $.002 par value, |
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Less cost of |
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Additional paid-in capital |
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Accumulated deficit |
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Total shareholders' equity |
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Total liabilities and shareholders' equity |
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See Notes to Condensed Consolidated Financial Statements
| 5 |
| Table of Contents |
BT BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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| 39 Weeks Ended |
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| 39 Weeks Ended |
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| 13 Weeks Ended |
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| 13 Weeks Ended |
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| September 28, 2025 |
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| September 29, 2024 |
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| September 28, 2025 |
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| September 29, 2024 |
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SALES |
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COSTS AND EXPENSES |
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Restaurant operating expenses |
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Food and paper costs |
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Labor costs |
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Occupancy costs |
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Other operating expenses |
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Depreciation and amortization expenses |
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General and administrative expenses |
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Loss (gain) on sale of asset |
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Total costs and expenses |
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Income (loss) from operations |
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UNREALIZED GAIN (LOSS) ON MARKETABLE SECURITIES |
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REALIZED INVESTMENT GAIN (LOSS) |
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INTEREST AND DIVIDEND INCOME |
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INTEREST EXPENSE |
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IMPAIRMENT OF EQUITY INVESTMENT IN RELATED COMPANY |
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OTHER INCOME (EXPENSE) |
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EQUITY IN NET LOSS OF AFFILIATE |
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INCOME (LOSS) BEFORE TAXES |
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INCOME TAX (EXPENSE) BENEFIT |
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NET INCOME (LOSS) |
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NET INCOME (LOSS) PER COMMON SHARE - Basic |
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NET INCOME (LOSS) PER COMMON SHARE - Diluted |
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WEIGHTED AVERAGE SHARES USED IN COMPUTING |
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PER COMMON SHARE AMOUNTS - Basic |
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PER COMMON SHARE AMOUNTS - Diluted |
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See Notes to Condensed Consolidated Financial Statements
| 6 |
| Table of Contents |
BT BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
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For the 39-week periods- |
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Balances, December 31, 2023 |
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Stock-based compensation |
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Treasury stock purchase |
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Net loss |
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Balances, September 29, 2024 |
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Balances, December 29, 2024 |
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Stock-based compensation |
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Net Income |
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Balances, September 28, 2025 |
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For the 13-week periods- |
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Balances, June 30, 2024 |
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Stock-based compensation |
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Treasury stock purchase |
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Net loss |
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Balances, September 29, 2024 |
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Balances, June 29, 2025 |
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Stock-based compensation |
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Net income |
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Balances, September 28, 2025 |
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See Notes to Condensed Consolidated Financial Statements
| 7 |
| Table of Contents |
BT BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
| 39 Weeks ended, |
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| September 28, 2025 |
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| September 29, 2024 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net income (loss) |
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Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities- |
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Depreciation and amortization |
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Amortization of debt issuance costs included in interest expense |
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Deferred taxes |
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Stock-based compensation |
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Unrealized gain on marketable securities |
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Realized investment gain |
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Loss on equity method investment |
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Loss (gain) on sale of assets |
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Impairment charge of investment in related company |
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Non-cash operating lease expense, net |
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Changes in operating assets and liabilities, net of acquisitions - |
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Receivables |
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Inventory |
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Prepaid expenses and other current assets |
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Other assets |
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Accounts payable |
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Accrued expenses |
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Net cash provided by (used in) in operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
Acquisition of net assets of Schnitzel Haus |
|
|
|
|
| ( | ) | |
Purchase of property and equipment |
|
| ( | ) |
|
| ( | ) |
Proceeds from sale of assets |
|
|
|
|
|
| ||
Loans to related company |
|
| ( | ) |
|
| ( | ) |
Purchase of marketable securities |
|
| ( | ) |
|
| ( | ) |
Proceeds from the sale of marketable securities |
|
|
|
|
|
| ||
Purchase of water bottle inventory |
|
| ( | ) |
|
|
| |
Net cash provided by (used in) investing activities |
|
| ( | ) |
|
| ( | ) |
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Payment on margin loan to finance purchase of marketable securities |
|
|
|
|
| ( | ) | |
Principal payment on long-term debt |
|
| ( | ) |
|
| ( | ) |
Purchase of treasury stock |
|
|
|
|
| ( | ) | |
Net cash used in financing activities |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
CHANGE IN CASH AND CASH EQUIVALENTS |
|
| ( | ) |
|
| ( | ) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD |
|
|
|
|
|
| ||
CASH AND CASH EQUIVALENTS, END OF PERIOD |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES |
|
|
|
|
|
|
|
|
Cash paid for interest |
| $ |
|
| $ |
| ||
See Notes to Condensed Consolidated Financial Statements
| 8 |
| Table of Contents |
BT BRANDS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include the accounts of BT Brands, Inc. and its subsidiaries (the “Company,” “we,” “our,” “us,” “BT Brands,” or “BT”) and have been prepared in accordance with the US generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) requirements for Form 10-Q and Article 10 of Regulation S-X. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements have been prepared on a basis consistent in all material respects with the accounting policies for the fiscal year ending December 29, 2024. In our opinion, all regular and recurring adjustments necessary for a fair presentation of our financial position and results of operation have been included. Operating results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year.
The accompanying Condensed Consolidated Balance Sheet as of September 28, 2025, omits certain annual disclosures required by GAAP. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of December 29, 2024, and the related notes included in our Form 10-K for the fiscal year ended December 29, 2024.
Reclassifications
Certain reclassifications have been made to prior-year amounts to conform to current-period presentations. These changes have had no impact on the Company’s total assets, liabilities, stockholders’ equity or net income or loss.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and the differences could be material.
The Company
BT Brands was incorporated as Hartmax of NY Inc. on January 19, 2016. Effective July 30, 2018, the Company acquired 100% of BTND, LLC.
We operate restaurants in the eastern two-thirds of the United States. Including our
| · | Six Burger Time fast-food restaurants located in the North Central region of the United States, collectively (“BTND”), a Burger Time location in Minot, North Dakota, was permanently closed in July 2025; |
| · | Bagger Dave’s Burger Tavern, Inc., a |
| · | Keegan’s Seafood Grille in Indian Rocks Beach, Florida (“Keegan’s”); |
| · | Pie In The Sky Coffee and Bakery in Woods Hole, Massachusetts (“PIE”); |
| · | Schnitzel Haus is a German-themed fine dining restaurant and bar in Hobe Sound, Florida”(Schnitzel)”. |
See Note 9 for information regarding our related party transactions, including our investment in and loans to NGI Corporation.
| 9 |
| Table of Contents |
Business
Our restaurants cover a broad range of concepts. We own and operate Keegan’s Seafood Grille (“Keegan’s”), a dine-in restaurant located in Florida; Pie In The Sky Coffee and Bakery (“PIE”), a casual dining coffee shop bakery in Woods Hole, Massachusetts: and, Schnitzel Haus (“Schnitzel”), a German-themed restaurant in Hobe Sound, Florida, purchased in May, 2024. Our Burger Time restaurants offer a variety of burgers and other affordable foods, sides, and soft drinks. Keegan’s has operated in Indian Rocks Beach, Florida, for over thirty-five years, offering a variety of traditional fresh seafood items for lunch and dinner. Keegan’s menu includes beer and wine. PIE features an array of freshly prepared baked goods, sandwiches, and our locally roasted coffee. Schnitzel is a full-service restaurant and bar featuring a German-themed menu and specialty imported European beers. Our revenues are derived from food and beverages at our restaurants, retail goods such as apparel, private-labeled “Keegan’s Hot Sauce,” and other souvenir items. “Souvenir” items account for an insignificant portion of our income.
On June 2, 2022, BT Brands purchased
As detailed in Note 9 regarding Related Party transactions for the quarter, the Company agreed with NGI Corporation (“NGI”) to purchase and process bottled water featuring characters licensed from The Walt Disney Company. NGI has experienced recurring operating losses and lacks sufficient capital to sustain operations without external funding. No observable market transactions exist to support the carrying value of BT Brands’ minority investment. Therefore, we concluded on September 28, 2025, that our investment in NGI is impaired and have recorded an impairment allowance of $
Proposed Business Combination with Aero Velocity
On September 2, 2025, BT Brands entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Aero Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of BT Brands (“Merger Sub”) and Aero Velocity Inc., a Delaware corporation ( “Aero”). Pursuant to the terms of the Merger Agreement, Aero will merge with and into the Merger Sub, with Aero continuing as the surviving corporation (the “Merger”), resulting in a combined entity (the “Merged Company”). The Merger Agreement contemplates a spin-off of shares of a newly formed subsidiary, BT Group, Inc., to BT Brands shareholders. BT Group, Inc., will retain all of BT Brands’ restaurant assets and liabilities, including cash and investments. Management of BT Group, Inc. plans to pursue a listing for BT Group common stock.
Completion of the Merger is subject to conditions, including shareholder approval. Upon the closing of the Merger, Aero shareholders will receive Merged Company Series A-1 and Series A-2 Convertible Preferred stock, each with a stated value of $
Additional information regarding the proposed transaction can be found at the BT Brands filings on Form 8-K at SEC.GOV.
| 10 |
| Table of Contents |
Fiscal Year Periods
BT Brand’s fiscal year is 52 or 53 weeks, ending on the Sunday closest to December 31. Most years consist of four 13-week accounting periods comprising a 52-week year. Fiscal 2024 was 52 weeks ending December 29, 2024, and Fiscal 2025 is 52 weeks ending December 28, 2025. References in this report to periods are to the 13 and 39-week fiscal periods.
Cash and Cash Equivalents
Cash and cash equivalents may include money market mutual funds and United States Treasury Bills with original maturities at the time of purchase of three months or less. Our bank deposits often exceed the amount insured by the Federal Deposit Insurance Corporation. Additionally, we maintain cash deposits in brokerage accounts, including money market funds, exceeding the insured amount. We do not believe there is a significant risk related to cash.
Investments
Our equity investment in an unconsolidated subsidiary of $
Investment in notes receivable from a related company is $
Bagger Dave’s common stock is traded on the OTC Pink Sheets market and files quarterly and annual financial reports with OTC Markets, Inc. under the Alternative Reporting Standard. As of September 28, 2025, and December 29, 2024, our equity investment in Bagger Dave’s Burger Tavern, Inc. was $
The Company classifies its investments in debt securities, such as convertible notes receivable, as available-for-sale when they are not classified as either held-to-maturity or trading securities. These securities are carried at fair value, with unrealized gains and losses, net of deferred taxes, reported as a component of accumulated other comprehensive income in stockholders’ equity. The fair value of available-for-sale debt securities is determined using quoted market prices when available. In the absence of quoted market prices, fair value is determined using observable inputs such as interest rates and yield curves. Realized gains and losses on the sale of available-for-sale debt securities are determined using the specific identification method and are recognized in earnings. Interest income on available-for-sale debt securities is recognized when earned and is included in interest income on the Consolidated Statements of Operations. The Company evaluates available-for-sale debt securities for impairment in accordance with ASC 326-30 to determine whether an allowance for credit losses is needed. The Company considers various factors in assessing potential credit losses, such as the severity and duration of the impairment, the issuer’s financial condition, and whether it has the intent to sell the security or it is more likely than not that it will be required to sell the security before its anticipated recovery.
Fair Value of Financial Instruments
Our accounting for fair value measurements of assets and liabilities is that they are recognized or disclosed at fair value in the statements on a recurring or nonrecurring basis, and adhere to the Financial Accounting Standards Board (FASB) fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value.
The hierarchy prioritizes unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements).
| 11 |
| Table of Contents |
The three levels of the fair value hierarchy are as follows:
| · | Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we can access at the measurement date. |
| · | Level 2 inputs are inputs other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the entire term of the asset or liability. |
| · | Level 3 inputs are unobservable inputs for the asset or liability. |
The carrying values of cash equivalents, receivables, accounts payable, and other financial working capital items approximate fair value due to their short maturity. The following is a summary of the fair value of Level 1 investments.
|
| September 28, 2025 |
|
| December 29, 2024 |
| ||||||||||||||||||
|
| Fair value Carrying Amount |
|
| Level 1 |
|
| Level 3 |
|
| Fair value Carrying Amount |
|
| Level 1 |
|
| Level 3 |
| ||||||
Common stocks |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Convertible preferred |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Real Estate Investment Trust |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Demand and convertible notes receivable from related party (Note 9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Receivables
Receivables consist of estimated rebates due from primary vendors.
Inventory
Inventory consists of food, beverages, and supplies. It is stated at the lower cost or market (first-in, first-out method) or net realizable value. Inventory includes $339,510 of Disney-licensed water in refillable cans related to the Company’s investment in NGI, we expect to liquidate this inventory over the next six months as noted in Note 9 to the Consolidated Condensed Financial Statements for additional information related to NGI.
Property and Equipment
Property and equipment are stated at cost. Depreciation is computed using the straight-line method over their estimated useful lives, which range from three to thirty years.
We review long-lived assets to determine if the carrying value of these assets is recoverable based on estimated cash flows. Assets are evaluated at the lowest level, for which cash flows can be identified at the restaurant level. In determining future cash flows, we estimate the future operating results of each restaurant. If such assets are considered impaired, the impairment is the amount by which the assets’ carrying value exceeds the assets’ fair value.
Goodwill and Intangible Assets and Other Assets
Goodwill is not amortized and is tested for impairment at least annually. The cost of other intangible assets is amortized over their expected useful lives.
Assets Held for Sale
The Company closed its Ham Lake, Minnesota, location in February 2025 and is reflected in the accompanying financial statements as held for sale as it meets the criteria under GAAP. Additionally the Company completed the sale of its Richmond assets on August 13, 2025 resulting in a third quarter gain the sale of assets of $
| 12 |
| Table of Contents |
Income Taxes
The Company follows Accounting Standards Codification (ASC 740), Accounting for Income Taxes. ASC 740 using the asset and liability approach in accounting for income taxes. Deferred tax assets and liability balances are determined based on differences between financial reporting and tax bases of assets and liabilities. They are measured using the enacted tax rates and laws that will be in effect when the differences are expected to be reversed. If necessary, we provide a valuation allowance to reduce deferred tax assets to their estimated realizable value. The deferred tax assets are reviewed periodically for recoverability, and valuation allowances are adjusted as required.
As of September 28, 2025, we used a net combined federal and state rate of approximately
The Company has no accrued interest or penalties relating to income tax obligations. There are currently no federal or state examinations in progress. The Company has not had any federal or state tax examinations since its inception. All periods since inception remain open for inspection.
Per Common Share Amounts
Basic net income (loss) per common share is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding and potentially dilutive common shares during the period.
Potentially dilutive common shares consist of stock options, warrants, and other common stock equivalents using the treasury stock method. Common stock equivalents are excluded from the computation of diluted net income (loss) per share if their effect would be anti-dilutive.
The following table presents the computations of basic and diluted net income (loss) per common share for the 13 weeks and 39 weeks ended September 28, 2025 and September 29, 2024:
13 Weeks Ended |
|
| 39 Weeks Ended |
| ||||||||||||
|
| September 28, 2025 |
|
| September 29, 2024 |
|
| September 28, 2025 |
|
| September 29, 2024 |
| ||||
Net income (loss) |
| $ |
|
| $ | ( | ) |
| $ |
|
| $ | ( | ) | ||
Net income (loss) per common share – Basic |
| $ |
|
| $ | ( | ) |
| $ |
|
| $ | ( | ) | ||
Net income (loss) per common share – Diluted |
| $ |
|
| $ | ( | ) |
| $ |
|
| $ | ( | ) | ||
Weighted average shares outstanding – Basic |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Weighted average shares outstanding – Diluted |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Diluted net income per common share for the 13 and 39-week periods ended September 28, 2025 reflects the impact of approximately
| 13 |
| Table of Contents |
NOTE 2 – INTANGIBLE ASSETS
At September 28, 2025, and December 29, 2024, the value of acquired Intangible Assets being amortized are the following:
September 28, 2025- |
| Estimated Life (Years) |
|
| Original Cost |
|
| Accumulated Amortization |
|
| Net Carrying Value |
| ||||
Covenants not to Compete |
|
|
|
| $ |
|
| $ | ( | ) |
| $ |
| |||
Tradenames |
|
|
|
|
|
|
|
| ( | ) |
|
|
| |||
Total |
|
|
|
|
| $ |
|
| $ | ( | ) |
| $ |
| ||
December 29, 2024- |
| Estimated Life (Years) |
|
| Original Cost |
|
| Accumulated Amortization |
|
| Net Carrying Value |
| ||||
Covenants not to Compete |
|
|
|
| $ |
|
| $ | ( | ) |
| $ |
| |||
Tradenames |
|
|
|
|
|
|
|
| ( | ) |
|
|
| |||
Impairment charge |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||
Total |
|
|
|
|
| $ |
|
| $ | ( | ) |
| $ |
| ||
On January 2, 2025, Company management concluded to close the Company’s Village Bier Garten location. In connection with the closure, the Company recognized the impairment of Village Bier Garten intangible assets in 2024.
The total amortization of intangible assets, including the covenants not to compete, will approximate $
The total amortization expense was $
NOTE 3 – PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:
|
| September 28, 2025 |
|
| December 29, 2024 |
| ||
Land |
| $ |
|
| $ |
| ||
Equipment |
|
|
|
|
|
| ||
Buildings and leasehold improvements |
|
|
|
|
|
| ||
Total property and equipment |
|
|
|
|
|
| ||
Accumulated depreciation |
|
| ( | ) |
|
| ( | ) |
Net |
|
|
|
|
|
| ||
Less – property held for sale |
|
| ( | ) |
|
| ( | ) |
Less – impairment charge |
|
|
|
|
| ( | ) | |
Net property and equipment |
| $ |
|
| $ |
| ||
Depreciation expense for the 39-week periods in 2025 and 2024 was $
| 14 |
| Table of Contents |
NOTE 4 - ACCRUED EXPENSES
Accrued expenses consisted of the following at:
|
| September 28, 2025 |
|
| December 29, 2024 |
| ||
Accrued real estate taxes |
| $ |
|
| $ |
| ||
Accrued payroll |
|
|
|
|
|
| ||
Accrued payroll taxes |
|
|
|
|
|
| ||
Accrued sales taxes payable |
|
|
|
|
|
| ||
Accrued vacation pay |
|
|
|
|
|
| ||
Accrued gift card liability |
|
|
|
|
|
| ||
Other accrued expenses |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
NOTE 5 - LONG-TERM DEBT
Our long-term debt is as follows:
|
| September 28, 2025 |
|
| December 29, 2024 |
| ||
Three notes payable to a bank dated June 28, 2021, due in monthly installments totaling $22,213, including principal and interest at a fixed rate of 3.45% through June 28, 2031. Beginning in July 2031, the interest rate will equal the greater of the “prime rate” plus .75%, or 3.45%. These notes mature on June 28, 2036. The notes are secured by mortgages covering seven owned properties, BT Brands and an officer of the Company, both of whom guarantee payment of the notes. |
| $ |
|
| $ |
| ||
Less - unamortized debt issuance costs |
|
| ( | ) |
|
| ( | ) |
Current maturities |
|
| ( | ) |
|
| ( | ) |
|
| $ |
|
| $ |
| ||
Scheduled maturities of long-term debt, excluding amortization of debt issuance costs, are as follows at December 29, 2024:
Fiscal year ending--
Remainder 2025 |
| $ |
| |
1/3/27 |
|
|
| |
12/31/27 |
|
|
| |
12/30/28 |
|
|
| |
12/29/29 |
|
|
| |
Thereafter |
|
|
| |
|
| $ |
|
| 15 |
| Table of Contents |
NOTE 6 - STOCK-BASED COMPENSATION
In 2019, we adopted the BT Brands, Inc. 2019 Incentive Plan (the “Plan”), under which the Company may grant an aggregate of
During July 2025, the Board approved a grant of
In 2024, we issued a total of
In 2023, we granted
Compensation expense equal to the fair value of the options at the grant date is recognized in general and administrative expense over the applicable service period. Total equity-based compensation expenses for stock options and warrants for the 39-week periods in 2025 and 2024 were $
Subject to the discretion of the Compensation Committee of the board of directors at the time of grant, generally, stock options granted to employees and directors vest 20% upon grant and 20% in annual installments for four years. Unless modified by the Board of Directors, options expire ten years from the date of the grant and terminate 90 days after the termination of employment. The options granted July 30, 2025, include
We utilize the Black-Scholes option pricing model when determining the compensation cost associated with stock options issued using the following significant assumptions:
| · | Stock price – Published trading market values of the Company’s common stock as of the grant date. |
| · | Exercise price – The stated exercise price of the stock option. |
| · | Expected life – The simplified method |
| · | Expected dividend – The rate of dividends expected to be paid over the term of the stock option. |
| · | Volatility – Estimated volatility of |
| · | Risk-free interest rate – The daily United States Treasury yield curve rate corresponding to the expected life of the award, |
| 16 |
| Table of Contents |
Information regarding our stock options, including consultant warrants, is summarized below:
39-week period ended September 28, 2025- |
| Number of Options |
|
| Weighted Average Exercise Price |
| Weighted Average Remaining Term (In Years) |
|
| Aggregate Intrinsic Value |
| ||||
Options outstanding at December 29, 2024 |
|
|
|
| $ |
|
|
|
| $ |
| ||||
Granted |
|
|
|
|
|
|
|
|
|
|
| ||||
Exercised |
|
|
|
|
|
|
|
|
|
|
|
| |||
Cancelled, forfeited, or expired |
|
| ( | ) |
|
|
|
|
|
|
|
| 0 |
| |
Options outstanding at September 28, 2025 |
|
| 381,750 |
|
| $ |
|
|
|
| $ |
| |||
Options exercisable at September 28, 2025 |
|
|
|
| $ |
|
|
|
| $ |
| ||||
39-week period ended September 29, 2024- |
| Number of Options |
|
| Weighted Average Exercise Price |
| Weighted Average Remaining Term (In Years) |
|
| Aggregate Intrinsic Value |
| ||||
Options outstanding at December 31, 2023 |
|
|
|
| $ |
|
|
|
| $ |
| ||||
Granted |
|
|
|
|
|
|
|
|
|
|
| ||||
Exercised |
|
|
|
|
|
|
|
|
|
|
|
| |||
Canceled, forfeited, or expired |
|
|
|
|
|
|
|
|
|
|
| 0 |
| ||
Options outstanding at September 29, 2024 |
|
|
|
| $ |
|
|
|
| $ |
| ||||
Options exercisable at September 29, 2024 |
|
|
|
| $ |
|
|
|
| $ |
| ||||
On February 27, 2023, the Company finalized a Contingent Incentive Share Award with senior executives. The Contingent Incentive Share Awards provides that so long as the Company’s publicly traded warrants are outstanding, senior management of the Company will be deemed to earn an aggregate award of
NOTE 7 – LEASES
The present value of leases is calculated when the lease is entered into or assumed by us using an incremental borrowing rate at the time. Variable lease expenses are primarily property taxes and insurance. The remaining lease covering the former Village Bier Garten location was assigned through a sublease arrangement to an unrelated party in January 2025. The subleases made all required payments through July, 2025 and defaulted on the August payment. The Company is currently negotiating a resolution to the event of default asserted by the landlord and has recorded an estimate of the contractual liability under the lease.
Keegan’s lease is for approximately
The PIE lease is for approximately
In February 2025 the company entered into a lease assignment with a third party for its former Village Bier Garden location. The lease assignment covered the duration of the lease through July of 2027. In November 2025 we were informed the Assignee had defaulted on lease payments beginning in August. The remaining lease payment totaling approximately $
| 17 |
| Table of Contents |
In May 2024, with the acquisition of Schnitzel Haus assets, we assumed the remaining
The following is a schedule of the approximate minimum future lease payments on the operating leases as of September 28, 2025:
|
| Total |
| |
Remainder 2025 |
| $ |
| |
2026 |
|
|
| |
2027 |
|
|
| |
2028 |
|
|
| |
2029 |
|
|
| |
2030 and thereafter |
|
|
| |
Total future minimum lease payments |
|
|
| |
Less - interest |
|
| ( | ) |
|
| $ |
| |
The total operating lease expenses for the third 13-week period in 2025 and 2024 were approximately $
The Company pays monthly rent of approximately $
| 18 |
| Table of Contents |
NOTE 8 – SHAREHOLDERS’ EQUITY
On November 12, 2021, the Company completed a public offering of Units, each consisting of one share of common stock and one
On June 6, 2024, we authorized a stock repurchase program, under which we may repurchase up to
Upon announcement of the proposed Merger, we suspended the 2024 Share Repurchase Program. Prior to its suspension, no shares were purchased under the 2024 Share Repurchase Program.
Potential Sale and Issuance of Stock
On December 13, 2024, BT Brands entered into an Equity Distribution Agreement (the “Distribution Agreement “) with Maxim Group LLC (“Maxim”) to sell shares of the Company’s common stock, subject to the maximum aggregate sales proceeds of up to $
NOTE 9 - RELATED PARTY TRANSACTION
NGI Corporation
As of September 28, 2025, the total loans to NGI are $
| · | $ |
|
|
|
| · | $ |
BT Brands has purchased Disney-character aluminum bottles through direct payment to vendors and suppliers, aggregating approximately
| 19 |
| Table of Contents |
Prior to 2023, BT Brands made a series of equity investments in NGI, aggregating a carrying value of $
As of September 28, 2025, our total equity investment and loans to NGI is as follows:
|
| Total Equity and Loans |
|
| Bottled Inventory |
| ||
Balance, December 31, 2023 |
| $ |
|
| $ |
| ||
2024 Activity |
|
|
|
|
|
| ||
Balance, December 29, 2024 |
|
|
|
|
|
| ||
39 weeks ended September 28, 2025 |
|
|
|
|
|
| ||
Allowance for impairment |
|
| ( | ) |
|
|
| |
Balance, September 28, 2025 |
| $ |
|
| $ |
| ||
As of September 28, 2025, assuming exercise of all warrants and options, BT Brands owns less than 5% of NGI’s fully diluted shares.
Our COO, Kenneth Brimmer, is a member of NGI’s board and its CFO. Effective April 1, 2025, Gary Copperud resigned from the NGI board of directors.
NOTE 10 – CONTINGENCIES
In the course of its business, the Company may be a party to claims and legal or regulatory actions arising from the conduct of its business. We are currently evaluating a potential claim under the Village Bier Garten lease assumption agreement; however, no liability has been asserted. We are unaware of any significant asserted or potential claims that could materially impact on our financial position.
NOTE 11 – REVISION OF FIRST AND SECOND QUARTER UNAUDITED RESULTS
During the third quarter of 2025, the Company identified errors in the March 30, 2025 and June 29, 2025 condensed consolidated balance sheets related to the accounting for the Village Bier Garten lease. As described in Note 7 – Leases, the Company entered into a sub-lease arrangement to win a third party in February of 2025 over the remaining term of the lease. The Company incorrectly reduced the right-of-use (“ROU”) asset and the associated operating lease liability related to the VBG lease.
Under ASC 842, the existence of a sublease does not relieve a lessee of its primary obligation under the lease unless the lessor provides a legal release. Because the Company had not been released from its obligations under the lease, the ROU asset and lease liability were both understated in condensed consolidated financial statements. The error resulted in the premature derecognition of both the remaining ROU asset and lease liability.
The Company assessed the applicable guidance issued by the Securities and Exchange Commission (SEC) and the Financial Accounting Standards Board (FASB) and has determined the impact of the error is immaterial to the interim periods in fiscal year 2025. However, the Company is providing the corrections to its previously unaudited condensed consolidated financial information for the periods ended March 30, 2025, and June 29, 2025, in the paragraphs below.
Accordingly, the Company corrected the error in the current period by reinstating the remaining ROU asset and corresponding lease liability as of September 28, 2025. As further discussed in Note 7, the Company was informed in November 2025 that the lease's Assignee defaulted on payments beginning in August 2025; therefore, the consolidated condensed balance sheet reflects the full remaining lease liability, totaling approximately $
March 30, 2025 consolidated condensed balance sheet has been corrected to reflect an operating lease liability and a right to use asset of approximately $
June 29, 2025 consolidated condensed balance sheet has been corrected to reflect an operating lease liability and right to use asset of approximately $
The correction did not have a material impact on total assets, total liabilities, shareholders’ equity, or net income for any previously reported period.
| 20 |
| Table of Contents |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of the financial condition, results of operations, liquidity, and capital resources of BT Brands, Inc. and its wholly-owned subsidiaries (together, “BT Brands” “we,” “our,” or the “Company”) should be read in conjunction with the Company’s condensed consolidated financial statements and accompanying notes included under Part I, Item 1 of this Quarterly Report on Form 10-Q, as well as with the audited consolidated financial statements and accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Annual Report on Form 10-K for the year ended December 29, 2024.
Introduction
As of September 28, 2025, including our partially owned Bagger Dave’s business, we own and operate the following sixteen restaurants:
| · | Six Burger Time fast-food restaurants (“BTND”); |
| · | Keegan’s Seafood Grille in Indian Rocks Beach, Florida (“Keegan’s”); |
| · | Pie In The Sky Coffee and Bakery in Woods Hole, Massachusetts (“PIE”); |
| · | Schnitzel Haus in Stuart, Florida (“Schnitzel”); |
| · | Unconsolidated affiliate, Bagger Dave’s Burger Tavern, Inc., 40.7% owned, operates six Bagger Dave’s restaurants in Michigan, Ohio, and Indiana (“BD”). |
Burger Time opened its first restaurant in Fargo, North Dakota, in 1987. Burger Time restaurants offer grilled hamburgers and other affordable menu items, including chicken sandwiches, pulled pork sandwiches, sides, and soft drinks. Burger Time’s operating principles include (i) offering bigger burgers and more value for the money; (ii) offering a limited menu to permit attention to quality and speed of preparation; (iii) providing fast service by way of single and double drive-thru designs and a point-of-sale system that expedites the ordering and preparation process, and (iv) great tasting and quality food made fresh to order at a fair price. Our primary strategy is to serve the drive-thru and take-out segment of the quick-service restaurant industry.
Management estimates that over the 39 weeks of 2025, the average customer transaction at our Burger Time restaurants was approximately $17.90. We have implemented new initiatives for Burger Time in third-party delivery, which generally result in a higher check average. We anticipate that these initiatives will contribute to future sales growth. Many factors influence our sales trends. Our business environment is challenging, as competition is intense.
We operate through a central management organization that provides continuity across our restaurant base by utilizing the efficiencies of a central management team.
On September 2, 2025, BT Brands entered into a definitive Agreement and Plan of Merger with Aero Velocity Inc. (“Aero”), which provides for a business combination between BT Brands and Aero. For further information regarding the Agreement and Plan of Merger, the business combination with Aero, and other relevant matters, we refer investors to our Current Reports on Form 8-K, filed with the Securities and Exchange Commission, which can be found at sec.gov.
Notable Recent Events
At the beginning of 2025, we closed our Village Bier Garden restaurant in Cocoa, Florida, and in February 2025, we ceased operations at our Ham Lake, Minnesota location, which is currently being held for sale. During the third quarter of 2025, we closed a Burger Time location in Minot, North Dakota and, subject to the completion of due diligence, we expect to finalized a long-term land lease for the location. For the 39 weeks in 2024, the two closed locations contributed approximately $1,380,290 in revenue and recorded an operating loss of approximately $340,448. In January 2025, we entered into an assignment of the Village Bier Garten lease to an unrelated party. We recently received notice that the tenant defaulted on payments to the landlord in July 2025. While no liability has been asserted against the Company, we are investigating and assessing the matter. The Company is currently evaluating alternatives for the Ham Lake location, including the sale of the property, which we believe would result in a gain on the sale of assets.
| 21 |
| Table of Contents |
Material Trends and Uncertainties
Industry trends directly impact our business. Current trends include difficulties attracting food service workers and rapid inflation in input costs. Recent trends also include the rapidly changing area of technology and food delivery. Major companies in the restaurant industry have adopted and developed smartphone and mobile delivery applications, aggressively expanded drive-through operations, and established loyalty programs and database marketing, all supported by robust technology platforms. We expect these trends to persist as restaurants continue to compete aggressively for customers. Competitors will continue to discount prices through aggressive promotions.
Recent performance
The following are key highlights from the Company’s performance for the 13-week and 39-week periods ending September 28, 2025:
| · | Net sales for the 13 weeks were approximately $3.9 million, a 11.4% decrease from 2024, mainly due to two store closures. |
| · | Net income for the 13 weeks improved to $914,975 from a loss of $219,479 in 2024. |
| · | Restaurant-level EBITDA for the quarter improved to 21.3% of revenues from 10.9% in 2024. |
| · | Labor costs for the 39 weeks fell to 35.7% of sales from 39.8% in 2024, reflecting improved staffing efficiency and store closures. |
| · | Total costs and expenses decreased significantly due to disciplined cost control, offsetting a decline in sales. |
| · | For the 39 weeks, income from operations, excluding the asset sales, improved to $125,494 from a loss of $863,695 in 2024, driven by operational efficiencies and the closing of two underperforming locations. |
| · | The sale of the Richmond property resulted in a $288,731 gain during the third quarter, which is included in the gain on sale of assets. |
| · | Strong focus on cost control, improved pricing strategies, and the impact of strategic closures contributed to improved margins. |
| · | The Company plans to continue leveraging seasonal strength, cost reductions, and targeted sales initiatives. |
Results of Operations for the Thirteen Weeks Ended September 28, 2025, and the Thirteen Weeks Ended September 29, 2024
Summary
The Company’s focus on operational efficiencies, disciplined expense management, and strategic closures of underperforming locations has resulted in improved margins and improved results despite lower sales volumes. Continued cost management and leveraging seasonal strengths are expected to be a central focus of management in future quarters. For the thirteen weeks ending September 28, 2025, net sales were $3.36 million, a decrease of $495,142 or 11.4% compared to $4.35 million for the same period in 2024. The decline, in part, reflects the closure of the Village Bier Garten and the Ham Lake Burger Time location in the first quarter of 2025. Total costs and expenses, excluding the impact of asset sales, decreased to $3.36 million from $4.39 million in the prior year. Income from operations improved significantly to $735,042, compared to a loss of $75,011 in 2024. After including investment gains, interest, and equity losses, including a write-down of the Company’s NGI investment of $304,000, the Company recorded net income of $914,975, a significant improvement compared to a net loss of $219,479 in the same period of 2024.
| 22 |
| Table of Contents |
The following table sets forth our Condensed Statements of Operations and percentages of total sales for the thirteen-week fiscal periods. The percentages below may not reconcile because of rounding.
|
| 13 weeks ended, September 28, 2025 |
|
| 13 weeks ended, September 29, 2024 |
| ||||||||||
|
| Amount |
|
| % |
|
| Amount |
|
| % |
| ||||
SALES |
| $ | 3,853,682 |
|
|
| 100.0 | % |
| $ | 4,348,824 |
|
|
| 100.0 | % |
COSTS AND EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restaurant operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Food and paper costs |
|
| 1,176,619 |
|
|
| 30.5 |
|
|
| 1,563,073 |
|
|
| 35.9 |
|
Labor costs |
|
| 1,290,108 |
|
|
| 33.5 |
|
|
| 1,698,150 |
|
|
| 39.0 |
|
Occupancy costs |
|
| 332,984 |
|
|
| 8.6 |
|
|
| 377,398 |
|
|
| 8.7 |
|
Other operating expenses |
|
| 231,761 |
|
|
| 6.0 |
|
|
| 238,031 |
|
|
| 5.5 |
|
Depreciation and amortization |
|
| 151,010 |
|
|
| 3.9 |
|
|
| 141,527 |
|
|
| 3.3 |
|
General and administrative |
|
| 178,389 |
|
|
| 4.6 |
|
|
| 375,451 |
|
|
| 8.6 |
|
Loss (gain) on sale of assets |
|
| (242,231 | ) |
|
| (6.3 | ) |
|
| 30,205 |
|
|
| 0.7 |
|
Total costs and expenses |
|
| 3,118,640 |
|
|
| 80.9 |
|
|
| 4,423,835 |
|
|
| 101.7 |
|
Income (loss) from operations |
|
| 735,042 |
|
|
| 19.1 |
|
|
| (75,011 | ) |
|
| (1.7 | ) |
UNREALIZED GAIN ON MARKETABLE SECURITIES |
|
| 462,020 |
|
|
| 12.0 |
|
|
| (69,933 | ) |
|
| (1.6 | ) |
REALIZED INVESTMENT GAIN (LOSS) |
|
| 138,890 |
|
|
| 3.6 |
|
|
| (343 | ) |
|
| - |
|
INTEREST AND DIVIDEND INCOME |
|
| 31,866 |
|
|
| 0.8 |
|
|
| 50,142 |
|
|
| 1.2 |
|
INTEREST EXPENSE |
|
| (16,385 | ) |
|
| (0.4 | ) |
|
| (22,552 | ) |
|
| (0.5 | ) |
OTHER INCOME (EXPENSE) |
|
| (32,724 | ) |
|
| (0.8 | ) |
|
| - |
|
|
| - |
|
IMPAIRMENT OF INVESTMENT IN NGI |
|
| (304,000 | ) |
|
| (7.9 | ) |
|
| - |
|
|
| - |
|
EQUITY IN NET LOSS OF AFFILIATE |
|
| (99,734 | ) |
|
| (2.6 | ) |
|
| (115,782 | ) |
|
| (2.7 | ) |
INCOME TAX BENEFIT |
|
| - |
|
|
| - |
|
|
| 14,000 |
|
|
| 0.3 |
|
NET INCOME (LOSS) |
| $ | 914,975 |
|
|
| 23.7 | % |
| $ | (219,479 | ) |
|
| (5.0 | )% |
Overview of Results
For the thirteen weeks ending September 28, 2025, net sales were $3.85 million, a decrease of $495,142 or 11.4%, compared to $4.35 million for the same period in 2024. The decline, in part, reflects the closure of the Village Bier Garten and the Ham Lake Burger Time location in the first quarter of 2025. Total costs and expenses decreased to $3.12 million from $4.42 million in the prior year. The operating results improved significantly from a loss of $75,011 in the previous year to an operating profit of $735,042. After deducting non-operating items, including investment gains, interest, and equity losses, the Company recorded a net income of $914,975, a significant improvement compared to a net loss of $219,479 in the same period of 2024.
Net Revenues
Net sales for the thirteen weeks ended September 28, 2025, were $3,853,682, reflecting a decline from $4,348,824 in the same period of 2024. The decrease was primarily due to the closure of two locations, which recorded approximately $444,672 in revenue in 2024.
Sales at Burger Time restaurants ranged from approximately $184,000 to $332,000 per location, with an average unit sales volume of around $241,000. Seasonal factors also influenced results: Cape Cod-based PIE remains a significant contributor in the third quarter. In the third quarter, PIE sales totaled $1,591,000, a 8.4% increase year-over-year.
Costs and Expenses-
Food and Paper Costs
Food and paper costs decreased to 30.5% of sales (or $1,176,619) compared to 35.9% ($1,563,073) for the prior year. The improvement in margins reflects menu price increases, the change to hand-cut fries, which have a lower food cost, and other menu adjustments, as well as cost-cutting measures implemented at all locations. The general abatement of inflationary pressures contributed to improved food and paper costs.
| 23 |
| Table of Contents |
Labor Costs
Labor and benefits costs were 33.5% of sales ($1,290,108) in 2025, down from 39.0% ($1,698,150) in 2024. The improvement was driven by enhanced labor cost controls and the closure of Village Bier Garten, which historically had higher labor costs.
Occupancy Costs
Occupancy costs declined to 8.6% of sales ($332,964) from 8.7% ($377,398) in 2024. The reduction was due to the closure of underperforming units, including Village Bier Garten, which had higher-than-average operating costs.
Other Operating Expenses
Other operating expenses increased to 6.0% of sales ($231,761), compared to 5.5% ($238,031) in the prior year, reflecting higher utilities and fees associated with increased use of third-party delivery.
Depreciation and Amortization
Depreciation and amortization expense increased to 3.9% of sales ($151,010) from 3.3% ($141,527) in 2024, reflecting lower total sales and the addition of new equipment net of the full depreciation of certain existing assets.
General and Administrative Costs
General and administrative costs decreased to $178,389 from $375,451, decreasing as a percentage of sales to 4.6% from 8.6% in the prior year. The decrease is attributed to the timing of certain expenses and company-wide cost control initiatives.
Operating Income (Loss)
Income from operations improved to income of $735,042, compared to a $75,011 loss in the same period of 2024. This improvement reflects cost-saving initiatives, better margins despite lower sales, and a net gain of $242,231 from the sale of assets, net of costs associated with closed units held for sale.
Other Income and Expenses
| · | Unrealized gain on marketable securities was $462,020 compared to an unrealized loss of $69,933 in 2024. |
| · | Realized investment gains were $138,890 versus a realized loss of $343 in 2024. |
| · | Interest expense was $16,385, slightly lower than $22,552 in 2024 as a result of principal reduction. |
| · | Interest and dividend income was $31,866 compared to $50,142 in 2024. |
| · | Equity in the Bagger Dave’s affiliate loss was $99,734 versus $115.782 in the prior year. |
| · | An impairment charge of $304,000 was recorded to write down the Company’s investment in NGI |
| · | No income tax expense was recorded for the quarter, compared to a $14,000 tax benefit in the same period last year. |
Net Income (Loss)
Net income for the thirteen weeks ending September 28, 2025, was $914,976 (23.7% of sales) compared to a net loss of $219,479 (5.0% of sales) in 2024. The improved results were the result of expense reductions, disciplined cost management, and improvements in operating performance, as well as the sale of property, non-operating investment gains, and dividends.
| 24 |
| Table of Contents |
Results of Operations – Thirty-nine Weeks Ended September 28, 2025 Compared to Thirty-nine Weeks Ended September 29, 2024
Overview of Results
For the thirty-nine weeks ending September 28, 2025, net sales were $10.86 million, a decrease of $785,165 or 6.7% compared to $11.65 million for the same period in 2024. Total costs and expenses decreased to $10.50 million from $12.54 million in the prior year. Income from operations improved significantly to $367,725, compared to a loss of $894,383 in 2024. The following table presents our Condensed Statements of Operations and the percentages of total sales for the thirty-nine-week fiscal periods. The percentages below may not reconcile because of rounding.
|
| 39 weeks ended. September 28, 2025 |
|
| 39 weeks ended, September 29, 2024 |
| ||||||||||
|
| Amount |
|
| % |
|
| Amount |
|
| % |
| ||||
SALES |
| $ | 10,864,445 |
|
|
| 100.0 | % |
| $ | 11,649,610 |
|
|
| 100.0 | % |
COSTS AND EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restaurant operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Food and paper costs |
|
| 3,626,168 |
|
|
| 33.4 |
|
|
| 4,407,101 |
|
|
| 37.8 |
|
Labor costs |
|
| 3,882,608 |
|
|
| 35.7 |
|
|
| 4,636,598 |
|
|
| 39.8 |
|
Occupancy costs |
|
| 944,699 |
|
|
| 8.7 |
|
|
| 1,058,029 |
|
|
| 9.1 |
|
Other operating expenses |
|
| 672,866 |
|
|
| 6.2 |
|
|
| 653,769 |
|
|
| 5.6 |
|
Depreciation and amortization |
|
| 452,130 |
|
|
| 4.2 |
|
|
| 473,420 |
|
|
| 4.1 |
|
General and administrative |
|
| 1,160,480 |
|
|
| 10.7 |
|
|
| 1,284,871 |
|
|
| 11.1 |
|
(Gain) loss on sale of assets |
|
| (242,231 | ) |
|
| (2.2 | ) |
|
| 30,205 |
|
|
| 0.3 |
|
Total costs and expenses |
|
| 10,496,720 |
|
|
| 96.6 |
|
|
| 12,543,993 |
|
|
| 107.7 |
|
Income (loss) from operations |
|
| 367,725 |
|
|
| 3.4 |
|
|
| (894,383 | ) |
|
| (7.7 | ) |
UNREALIZED GAIN ON MARKETABLE SECURITIES |
|
| 500,124 |
|
|
| 4.6 |
|
|
| 163,014 |
|
|
| 1.4 |
|
REALIZED INVESTMENT GAIN |
|
| 312,954 |
|
|
| 2.9 |
|
|
| 29,219 |
|
|
| 0.3 |
|
INTEREST AND DIVIDEND INCOME |
|
| 112,833 |
|
|
| 1.0 |
|
|
| 186,892 |
|
|
| 1.6 |
|
INTEREST EXPENSE |
|
| (57,489 | ) |
|
| (0.5 | ) |
|
| (72,591 | ) |
|
| (0.6 | ) |
IMPAIRMENT OF INVESTMENT IN NGI |
|
| (304,000 | ) |
|
| (2.8 | ) |
|
| - |
|
|
| - |
|
OTHER INCOME |
|
| 12,449 |
|
|
| 0.1 |
|
|
| - |
|
|
| - |
|
EQUITY IN NET LOSS OF AFFILIATE |
|
| (304,439 | ) |
|
| (2.8 | ) |
|
| (291,282 | ) |
|
| (2.4 | ) |
INCOME TAX BENEFIT |
|
| - |
|
|
| - |
|
|
| 144,000 |
|
|
| 1.2 |
|
NET INCOME (LOSS) |
| $ | 640,157 |
|
|
| 5.9 | % |
| $ | (735,131 | ) |
|
| (6.3 | )% |
Net Revenues
Net sales for the thirty-nine weeks ending September 28, 2025, were $10.86 million, a decline from $11.65 million in the same period of 2024. The decrease was principally the result of a decline in sales of approximately $1,308,500, resulting from the closure of two locations, offset by the inclusion of Schnitzel Haus for the entire 39-week period in 2025. Burger Time unit sales for the 39 weeks ranged from approximately $553,000 to $972,000. For units open at the end of the period, the average sales per Burger Time location over the 39 weeks in both years were approximately $712,000, down from $716,000 in 2024.
Costs and Expenses-
Food and Paper Costs
Food and paper costs decreased to 33.4% of sales ($3,626,168) from 37.8% ($4,407,101) in the prior year. This decrease reflects the benefits of menu pricing strategies, improved purchasing practices, and cost-control efforts.
| 25 |
| Table of Contents |
Labor Costs
Labor and benefits costs were 35.7% of sales ($3,882,608) in 2025, down from 39.8% ($4,636,598) in 2024. The improvement was due to better labor cost management, operational efficiencies, and the closure of higher-cost locations.
Occupancy Costs
Occupancy costs declined to 8.7% of sales ($944,699) from 9.1% ($1,058,029) in 2024. This reduction reflects the benefits associated with closing the Village Bier Garten, which had a high occupancy cost.
Other Operating Expenses
Other operating expenses increased to 6.2% of sales ($672,866), compared to 5.6% ($653,769) in the prior year. The increase resulted from fees associated with greater utilization of third-party delivery services and higher utility costs at most restaurants.
Depreciation and Amortization
Depreciation and amortization expense increased slightly to 4.2% of sales ($452,130) from 4.1% ($473,420) in 2024. The increase primarily reflects lower sales volume measured against fixed depreciation expenses.
General and Administrative Costs
General and administrative costs decreased as a percentage of sales to 10.7% (1,160,480) of sales, down from 11.1% ($1,284,871) in 2024. The decrease reflects the cost reductions net of additional consulting costs charged to corporate expenses.
Operating Income (Loss)
Operating income improved to $367,725, from a loss of $894,383 in 2024. The improvement reflects a $242,231 net gain from asset sales, as well as continued cost-cutting and operational efficiencies despite lower sales.
Other Income and Expenses
| - | Unrealized gains on marketable securities were $500,124 compared $163,014 in 2024. |
| - | Realized investment gains were $312,954 versus $29,219 in 2024. |
| - | Interest expense was $57,489, lower than $72,591 in 2024. |
| - | Interest, dividends, and other income were $112,833, compared to $186,892 in 2024. |
| - | Equity in affiliate loss was $304,439 versus $291,282 in the prior year. |
| - | No income tax expense was recorded for the period, compared to a benefit of $144,000 in the same period last year. |
Net Income (Loss)
Net income for the thirty-nine weeks ended September 28, 2025, was $640,157 (5.9% of sales) compared to a net loss of $735,131 (6.3% of sales) in 2024. Non-operating income, combined with significant expense reductions, disciplined cost management, and operational efficiencies, drove profitability in the period.
| 26 |
| Table of Contents |
Restaurant-Level EBITDA
To supplement the consolidated financial statements, which are prepared and presented in accordance with GAAP, we use restaurant-level EBITDA (earnings before interest, taxes, depreciation, and amortization), which is not a measure defined by GAAP. This non-GAAP operating measure is useful to both management and investors because it represents one means of gauging the overall profitability of our recurring and controllable core restaurant operations. However, this measure is not indicative of our overall results, nor does the restaurant-level profit accrue directly to the benefit of stockholders, primarily due to the exclusion of corporate-level expenses. Depreciation and amortization are excluded. Restaurant-level EBITDA for the thirteen weeks ending September 28, 2025, was $822,760 (21.3% of revenues), compared to $472,172 (10.9% of revenues) in 2024. This non-GAAP metric reflects a significant improvement in controllable restaurant-level profitability, driven by better labor and cost controls, selective menu price increases, and efficiency improvements across operating units.
|
| 39 Weeks Ended, |
|
| 13 Weeks Ended, |
| ||||||||||
|
| September 28, 2025 |
|
| September 29, 2024 |
|
| September 28, 2025 |
|
| September 29, 2024 |
| ||||
Revenues |
| $ | 10,864,445 |
|
| $ | 11,649,610 |
|
| $ | 3,853,682 |
|
| $ | 4,348,824 |
|
Reconciliation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
|
| 367,725 |
|
|
| (894,383 | ) |
|
| 735,042 |
|
|
| (75,011 | ) |
Depreciation and amortization |
|
| 452,130 |
|
|
| 473,420 |
|
|
| 151,010 |
|
|
| 141,527 |
|
(Gain) loss on sale of assets |
|
| (242,231 | ) |
|
| 30,205 |
|
|
| (242,231 | ) |
|
| 30,205 |
|
General and administrative, corporate-level expenses |
|
| 1,160,480 |
|
|
| 1,284,871 |
|
|
| 178,839 |
|
|
| 375,451 |
|
Restaurant-level EBITDA |
| $ | 1,738,104 |
|
| $ | 894,113 |
|
| $ | 822,660 |
|
| $ | 472,172 |
|
Restaurant-level EBITDA margin |
|
| 16.0 | % |
|
| 7.7 | % |
|
| 21.3 | % |
|
| 10.9 | % |
Restaurant-level EBITDA for both the 13-week and the 39-week periods ended September 28, 2025, showed significant improvement over the prior year. This non-GAAP metric reflects stronger operational performance and improved cost controls, demonstrating continued progress in the Company’s core restaurant operations. Restaurant-level EBITDA for the 39 weeks ended September 28, 2025, was $1,738,104.
Summary
During the thirty-nine weeks of fiscal 2025, the Company has made significant strides in reducing expenses through closing unprofitable locations, effective cost management and operational efficiencies. Although sales declined due to the closure of underperforming locations, profitability metrics have improved markedly. Continued cost discipline and sales initiatives will remain a focus for the remainder of the year. Our focus on operational efficiencies, disciplined expense management, and strategic closures of underperforming locations has resulted in significantly improved Store EBITDA margins. Continued cost management and leveraging seasonal strengths will be a central focus of management in future quarters.
Critical Accounting Estimates
Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Actual results could differ from those estimates. The accounting areas that require the most significant judgment include the valuation of equity-method investments, the collectability of related-party notes receivable, and the assessment of inventory realizability.
Our investment in Bagger Dave’s Burger Tavern, Inc. is accounted for under the equity method. We evaluate this investment for impairment when indicators of a loss in value are present. During the third quarter of 2025, our investment balance was reduced to zero as our cumulative share of losses exceeded our recorded investment. We have suspended recognition of additional losses unless further financial support is provided.
We also assess the recoverability of loans and notes receivable from NGI Corporation based on the borrower’s financial condition, collateral value, and repayment capacity. The valuation of our Disney-licensed inventory similarly requires estimates regarding future sales and market demand.
Management believes these estimates are reasonable and consistent with current conditions; however, changes in underlying assumptions or market factors could materially affect our results of operations and financial position.
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Liquidity and Capital Resources
As of September 28, 2025, we had approximately $4.7 million in cash, cash equivalents, and marketable securities, along with net working capital of approximately $5.7 million, representing an increase of approximately $2.0 million from December 29, 2024.
Liquidity is needed to support working capital, capital expenditures, general corporate activities, and potential investments or acquisitions. Our operations do not require significant working capital, and, like many restaurant companies, we generally operate with negative working capital requirements. For the 39 weeks ended September 28, 2025, restaurant EBITDA improved significantly from the 2024 level, driven by the closure of underperforming locations. Loans to NGI Corporation and the purchase of inventory, as described in Note 9 to the financial statements accompanying this report, have reduced cash and investments on hand. In 2025, our equity investment in Bagger Dave’s was reduced to zero as our cumulative share of losses exceeded our recorded investment. While this adjustment did not directly impact cash flows, it reflects the continuing operating challenges of Bagger Dave’s. Any future recognition of income would depend on Bagger Dave’s success in completing the announced sale of assets. Management believes that current cash and investment balances will be adequate to meet operating and investing requirements for the foreseeable future.
Our exposure to NGI Corporation represents a significant use of liquidity. As of September 28, 2025, we held $744,858 in notes receivable from NGI, including a $359,221 senior secured promissory note, which was repaid in October 2025. We continue to monitor NGI’s financial position and evaluate the recoverability of these amounts based on collateral and expected cash flows. Repayments from NGI, or proceeds from sales of NGI-related products, could provide additional liquidity in future periods.
We have also invested in Disney-licensed water-bottle inventory totaling $339,511, which is expected to be sold during the second half of 2025. These sales are anticipated to generate cash flow and improve working capital; however, timing and margin realization depend on retail demand and market conditions.
Forward-Looking Statements
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on management’s current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Words such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “may,” “should,” and similar expressions are intended to identify forward-looking statements.
These statements include, but are not limited to, expectations regarding the performance of our investments, the collectability of related-party notes, anticipated sales of inventory, and our ability to meet future liquidity needs. Actual outcomes may differ materially due to factors such as changes in economic conditions, operating performance of equity affiliates, collectability of loans, inventory demand, supply-chain disruptions, access to financing, and other risks described in our filings with the Securities and Exchange Commission.
Readers are cautioned not to place undue reliance on forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
Summary of Cash Flows
Cash Flows Provided by Operating Activities
Operating cash flow for the 39 weeks ending September 28, 2025, was $402,800. The source of cash is the result of improved operating income and seasonal patterns in our business, which significantly affect the Company’s cash flow.
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Cash Flows Used in Investing Activities
We have continued to make improvements in our existing businesses and to seek acquisitions. During the 39 weeks ending September 28, 2025, we advanced $624,858 to NGI Corporation and directly purchased $339,511 of inventory related to the NGI Corporation’s Disney water bottle program.
Cash Flows Used in Financing Activities
A significant portion of our cash flow used in financing activities is allocated to service our debt.
Contractual Obligations
As of September 28, 2025, we had $3.7 million in contractual obligations, including $2.1 million relating to amounts due under mortgages on the real property where our stores are situated, including $1.6 million in operating lease obligations for our location, including the closed VBG location. Our monthly required payments on lease and mortgage obligations are approximately $45,000.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
As a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act and Item 10(f)(1) of Regulation S-K, we have elected to comply with certain scaled disclosure reporting obligations. We are not required to provide the information required by this item.
ITEM 4. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
(1) Evaluation of Disclosure Controls and Procedures
We maintain a set of disclosure controls and procedures designed to ensure that information required to be disclosed by us in the reports we filed under the Exchange Act is recorded, processed, summarized, and reported within the periods specified by the SEC’s rules and forms. Disclosure controls are also designed to ensure that this information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
As of September 28, 2025, our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) promulgated under the Exchange Act. Based upon that evaluation and the material weakness in our internal control over financial reporting as disclosed in the Company’s Form 10-K for the fiscal year ended December 29, 2024, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 28, 2025, our disclosure controls and procedures were not effective at a reasonable assurance level in ensuring that material information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules, regulations, and forms of the SEC, including ensuring that such material information is accumulated by and communicated to our management, including our Chief Executive Officer, Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
(2) Changes in Internal Control over Financial Reporting
During the second quarter, the Company engaged a third-party accounting services organization to manage the accounts payable and payroll activities and to prepare preliminary financial statements for review, providing for an enhanced segregation of duties. In addition to the matters discussed previously, the Company is considering utilizing outside consultants as an extension of management, potentially to assist in the accounting for significant acquisitions. So far in fiscal 2025, the Company has not completed any acquisitions. Except for the items described above, there were no other changes in the Company’s internal control over financial reporting during our most recently completed fiscal quarter, which ended September 28, 2025, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to be threatened or contemplated against it.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered Sales of Equity Securities
Since the date on which the Company filed its Annual Report on Form 10-K and through the date of this quarterly report, we have not sold any securities.
Use of Proceeds
Since its initial public offering in November 2021, the Company has used the proceeds received from the sale of securities for general working capital purposes and to acquire (i) the restaurant assets of Keegan’s Seafood Grille ($1,150,000), (ii) Pie in the Sky Bakery and Coffee Shop ($1,160,000), (iii) a 40.7% of the outstanding shares of common stock of Bagger Dave’s ($1,260,000), (iv) the Village Bier Garten, (recently closed) and (v) Schnitzel Haus ($943,000).
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None
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ITEM 6. EXHIBITS.
Exhibit |
| Description |
| Location Reference |
31.1 |
| Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2025. |
| Filed herewith |
31.2 |
| Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2025. |
| Filed herewith |
32.1* |
| Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| Filed herewith |
32.2* |
| Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| Filed herewith |
101. INS. |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). |
| Furnished herewith |
101. SCH. |
| Inline XBRL Taxonomy Extension Schema Document. |
| Furnished herewith |
101. CAL. |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| Furnished herewith |
101. DEF. |
| Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| Furnished herewith |
101. LAB. |
| Inline XBRL Taxonomy Extension Labels Linkbase Document. |
| Furnished herewith |
101. PRE. |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| Furnished herewith |
104 |
| Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
| Furnished herewith |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BT BRANDS, INC. |
| |
|
|
|
|
Date: November 17, 2025 | By: | /s/ Kenneth Brimmer |
|
| Name: | Kenneth Brimmer |
|
| Title: | Chief Operating Officer and Principal Financial Officer |
|
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FAQ
How did BT Brands (BTBD) perform financially in Q3 2025?
For the 13 weeks ended September 28, 2025, BT Brands generated net sales of $3,853,682 and net income of $914,975, compared with sales of $4,348,824 and a net loss of $219,479 a year earlier.
What were BTBD’s results for the 39 weeks ended September 28, 2025?
For the 39-week period, net sales were $10,864,445 and net income was $640,157, versus sales of $11,649,610 and a net loss of $735,131 in the comparable 2024 period.
Why did BT Brands’ revenue decline in 2025 compared with 2024?
Net sales decreased about 11.4% in the quarter and 6.7% year-to-date, primarily because the company closed the Village Bier Garten and Ham Lake Burger Time locations and later closed a Burger Time restaurant in Minot, North Dakota.
What is the proposed Aero Velocity merger involving BT Brands (BTBD)?
On
What happens to BTBD’s restaurant assets in the Aero Velocity transaction?
The merger agreement contemplates a spin-off of a new subsidiary, BT Group, Inc., to existing BT Brands shareholders. BT Group will hold all restaurant assets and liabilities, including cash and investments, and management plans to seek a listing for BT Group common stock.
How did investment activities affect BT Brands’ 2025 results?
BT Brands recorded unrealized gains of $500,124 and realized gains of $312,954 on marketable securities, a gain of $288,731 on the sale of the Richmond property, a $304,000 impairment on its NGI equity investment, and a $304,439 equity loss from Bagger Dave’s.
What is BT Brands’ liquidity position as of September 28, 2025?
As of September 28, 2025, BT Brands reported approximately $4.7 million in cash, cash equivalents, and marketable securities and about $5.7 million of net working capital, with long-term debt (less current portion) of $1,930,029.
