What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2021-08-18 compared with 2021-05-18 · 82 added, 54 removed, 166 unchanged (45% of the section changed)

2 unchanged sentences

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED BALANCE SHEETS

CURRENT ASSETS

Prepaid expenses

Prepaid expenses and other current assets

Total current assets

15 unchanged sentences

SHAREHOLDERS' DEFICIT

Preferred stock, $.001 par value, 2,000,000 shares authorized, no shares outstanding at April 4, 2021 and January 3, 2021

Common stock, $.002 par value, 50,000,000 authorized, 4,047,502 shares outstanding at April 4, 2021 and January 3, 2021

Preferred stock, $ .001 par value, 2,000,000 shares authorized, no shares outstanding at July 4, 2021 and January 3, 2021

Common stock, $ .002 par value, 50,000,000 authorized, 4,047,502 shares outstanding at July 4, 2021 and January 3, 2021

Additional paid-in capital

Accumulated deficit

( 1,208,089 )

Total shareholders' deficit

3 unchanged sentences

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

26 Weeks Ended,

13 Weeks Ended,

June 28, 2020

COSTS AND EXPENSES

3 unchanged sentences

Other operating expenses

Depreciation and amortization

Impairment of assets held for sale

General and administrative

Total costs and expenses

Income (loss) from operations

Income from operations

INTEREST EXPENSE

INCOME (LOSS) BEFORE TAXES

INTEREST INCOME

INCOME BEFORE TAXES

PROVISION FOR INCOME TAXES

NET INCOME (LOSS)

NET INCOME (LOSS) PER COMMON SHARE - Basic and Diluted

WEIGHTED AVERAGE SHARES USED IN COMPUTING PER COMMON SHARE AMOUNTS - Basic and Diluted

NET INCOME PER COMMON SHARE -

Basic and Diluted

WEIGHTED AVERAGE NUMBER OF SHARES USED IN

COMPUTING PER COMMON SHARE AMOUNTS -

Basic and Diluted

See Notes to Condensed Consolidated Financial Statements

1 unchanged sentence

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)

Paid-in Capital

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)

For the 26-week periods -

Balances, January 3, 2021

$ ( 1,208,089 )

$ ( 702,323 )

Balances, July 4, 2021

$ ( 860,649 )

$ ( 354,883 )

Balances, December 29, 2019

1 unchanged sentence

$ ( 1,396,315 )

Balances, June 28, 2020

$ ( 1,340,903 )

$ ( 835,137 )

For the 13-week periods -

Balances, April 4, 2021

$ ( 1,073,165 )

$ ( 567,399 )

Balances, July 4, 2021

$ ( 860,649 )

$ ( 354,883 )

Balances, March 29, 2020

1 unchanged sentence

$ ( 1,512,559 )

Paid-in Capital

Balances, January 3, 2021

Balances, June 28, 2020

$ ( 1,340,903 )

Balances, April 4, 2021

$ ( 835,137 )

2 unchanged sentences

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

13 Weeks ended,

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

CASH FLOWS FROM OPERATING ACTIVITIES

Net Income (loss)

Adjustments to reconcile net income (loss) to net cash provided by operating activities-

Amortization of franchise agreement

Amortization of debt issuance cost

Deferred tax liability

Changes in operating assets and liabilities, net of acquisition

Prepaid expenses

Adjustments to reconcile net income to net cash provided by operating activities-

Depreciation and amortization

Amortization of debt issuance costs included in interest expense

Deferred taxes

Noncash interest income

Payment on in-kind interest

Impairment of assets held for sale

Changes in operating assets and liabilities -

Prepaid expenses and other current assets

Accounts payable

5 unchanged sentences

Purchase of property and equipment

Investment in notes receivable from relate company

Net cash used in investing activities

2 unchanged sentences

Principal payments on long-term debt

( 3,077,784 )

Payment of debt issuance costs

Payment of deferred offering costs

Net cash used in financing activities

CHANGE IN CASH

CASH, BEGINNING OF YEAR

CASH, BEGINNING OF PERIOD

CASH, END OF PERIOD

1 unchanged sentence

Cash paid for interest

Cash paid for income taxes

See Notes to Condensed Consolidated Financial Statements

8 unchanged sentences

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 April 4, 2021 does not include all of the disclosures required by GAAP.

The accompanying Condensed Consolidated Balance Sheet as of July 4, 2021, does not include all of the disclosures required by GAAP.

These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of January 3, 2021, and the related notes thereto included in the Company’s Form 10-K for the fiscal year ended January 3, 2021.

6 unchanged sentences

Effective on July 30, 2018, the Company acquired 100 % of the ownership BTND, LLC.

in exchange for common stock in the Company through a Share Exchange Agreement (“Share Exchange”) with BTND, LLC (“BTND”), and its Members.

in exchange for common stock in the Company through a Share Exchange Agreement (“Share Exchange”) with members of BTND, LLC (“BTND”).

The Company currently operates company-owned fast-food restaurants called Burger Time.

2 unchanged sentences

The Company closed a store in Richmond, Indiana during 2018 which is listed for sale.

There were a total of ten operating restaurants on April 4, 2021.

There were a total of ten operating restaurants on July 4, 2021.

The Company’s Dairy Queen store is operated pursuant to the terms of a franchise agreement with International Dairy Queen.

18 unchanged sentences

A property in the St.

Louis area was written-off in 2020 and certain signage originally purchased for use in that location has been used in other locations.

In September of 2018 the Company closed an operating Burger Time unit in Richmond, Indiana and the Richmond property is listed for sale.

Louis area was written-off in 2020 and certain signage originally purchased for use in that location has been used in other locations In September of 2018 the Company closed an operating Burger Time unit in Richmond, Indiana and the Richmond property is listed for sale.

In the second quarter of fiscal 2019 it was concluded to record a charge of $ 93,488 for impairment of the value of the Richmond location and in the second quarter of 2020 an additional $ 100,000 impairment charge was recorded.

6 unchanged sentences

The deferred tax assets are reviewed periodically for recoverability and valuation allowances are adjusted, as necessary.

As of April 4, 2021, the Company estimates a current tax provision at the statutory rates of approximately 27.5%

As of July 4, 2021, the Company estimates a current tax provision for federal and state income taxes at the combined statutory rate of approximately 27.5 %

The Company currently has no accrued interest or penalties relating to any income tax obligations.

1 unchanged sentence

Per Common Share Amounts

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.

Basic net income or (loss) per share is computed by dividing net income or loss by the weighted average number of shares of common stock outstanding during the period.

Net income per common share is computed pursuant to section 260-10-45 of the FASB ASC.

Basic net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period.

Diluted net income per share is computed by dividing net income by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period.

Common stock equivalents are excluded from the computation of diluted net income (loss) if their effect would be anti-dilutive.

Common stock equivalents are excluded from the computation of diluted net income if their effect would be anti-dilutive.

There were no potentially dilutive shares outstanding as of the periods ending in 2021 and 2020, as the strike price for warrants outstanding was above the fair market price of the underlying stock in both periods.

1 unchanged sentence

Liquidity and Capital Resources

For the 13 weeks ended April 4, 2021, the Company earned an after-tax profit of $134,924.

At April 4, 2021, the Company had $1,460,098 in cash, and working capital of $296,321, a decrease of $75,372 from January 3, 2021.

As efforts to vaccinate the U.S population progress, Covid-19 continues to a have significant impact on the United States economy.

It is difficult to predict either the ultimate impact of the Covid-19 pandemic or the impact of governmental responses on the Company’s operating results and financial condition.

In May 2020, the Company received pandemic-related loans totaling $487,900, and of that amount, $460,400 was borrowed under the Small Business Administration’s Paycheck Protection Program under the terms of the program the loans were forgiven in 2020.

For the 26 weeks ended July 4, 2021, the Company earned an after-tax profit of $ 347,440 .

At July 4, 2021, the Company had $ 1,720,917 in cash and working capital of $ 898,303 an increase of $ 526,610 from the year-end.

Covid-19 and its various variants are expected to continue to have a significant adverse impact on the United States economy.

It is difficult to predict either the ultimate impact of the virus and governmental responses on the Company’s operating results and financial condition.

In June 2021, the Company completed a refinancing of substantially all of its property mortgages lowering the nominal mortgage rate to a 10-year fixed rate of 3.45% from 4.75%.

In May 2020, the Company received pandemic-related loans totaling $ 487,900 of that amount, $ 460,400 was borrowed under the Small Business Administration’s Payroll Protection Program under the terms of the program, the loans were forgiven in 2020, and the amount of the loan forgiveness was accounted for as a “grant” and is in included in other income for the six-month ended June 28, 2020.

In May 2020, the Company also borrowed $ 27,500 at no interest under the Minnesota Small Business Emergency Loan Program.

The Company expects to have sufficient cash assets to meet its obligations for at least a year from the issuance of these consolidated financial statements.

Under certain conditions related to continues employment at the Company’s Dairy Queen location the remaining balance of this note may be converted to a Grant.

NOTE 2 – PROPERTY AND EQUIPMENT

2 unchanged sentences

Accumulated depreciation

( 2,508,831 )

( 2,398,503 )

Less - property held for sale

12 unchanged sentences

The Company’s long-term debt is as follows:

Note payable to bank dated October 30, 2015 due in monthly installments of $6,916 through October 30, 2030, which includes principal and interest at a fixed rate of 4.75%.

This note is secured by two of the Company's Minnesota locations and the personal guaranty of a shareholder of the Company.

Note payable to bank dated November 16, 2015 due in monthly installments of $14,846, which includes principal and interest at fixed rate of 4.75% through November 16, 2030.

This note is secured by four of the Company's North Dakota locations and the personal guaranty of a shareholder of the Company.

Note payable to bank dated October 10, 2015 due in monthly installments of $4,153 through March 11, 2030, which includes principal and interest at fixed rate of 4.75%.

This note is secured by the Company's Dairy Queen location and the personal guaranty of a shareholder of the Company.

Note payable to bank dated March 11, 2016 due in monthly installments of $3,692 through March 11, 2031 which includes principal and interest at a fixed rate of 4.75%.

This note is secured by one of the Company's South Dakota locations and the personal guaranty of a shareholder of the Company.

Notes payable to bank dated November 10, 2016 payable in monthly installments of $1,331 which includes principal and interest at 4%, the interest rate is subject to adjustment based on 5-year Treasury Note rate 2021 and cannot be less than 4%.

This note is secured by property held for sale in Richmond Indiana and the personal guaranty of a shareholder of the Company.

Note payable to bank dated December 28, 2018 due in monthly installments of $1,644 through December 31, 2023 which includes principal and interest at a fixed rate of 5.50%.

Notes payable to bank with interest at 4.75%.

Secured by eight of the Company's locations and the personal guaranty of a shareholder of the Company These notes were paid in full on June 27, 2021.

Three notes payable to bank dated June 28, 2021 due in monthly installments totalling $22,213 which includes principal and interest at fixed rate of 3.45% through June 28, 2031.

Beginning in July 2031, the interest rate will be equal to 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 the Company's ten operating locations.

The notes are guaranteed by BT Brands, Inc.

and a shareholder of the Company.

Note payable to bank dated December 28, 2018 due in monthly installments of $1,644 through December 31, 2023 which included principal and interest at a fixed rate of 5.50%.

This note is secured by the West St.

1 unchanged sentence

This note was paid in full on April 6, 2021, and is included in current liabilities at April 4, 2021.

This note is secured by property held for sale in Richmond, Indiana and the personal guaranty of a shareholder of the Company.

Minnesota Small Business Emergency Loan dated April 29, 2020 payable in monthly installments of $458.33 beginning December 15, 2020 which includes principal and interest at 0%.

This note is secured by the personal guaranty of a shareholder of the Company.

Provided certain employment levels are achieved, the principal balance may be forgiven resulting in the note becoming a grant.

Less - unamortized debt issuance costs

13 unchanged sentences

NOTE 6 – 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.

The Company may be a party to claims and legal or regulatory actions arising from the conduct of its business.

The Company is not aware of any significant asserted or potential claims which could impact its financial position.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements