What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2021-11-17 compared with 2021-08-18 · 45 added, 42 removed, 206 unchanged (30% of the section changed)

2 unchanged sentences

AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS

CURRENT ASSETS

17 unchanged sentences

SHAREHOLDERS' DEFICIT

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

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

Common stock, $ .002 par value, 50,000,000 authorized, 4,047,506 shares outstanding at October 3, 2021 and January 3, 2021

Additional paid-in capital

6 unchanged sentences

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

CONSOLIDATED STATEMENTS OF INCOME

39 Weeks Ended,

13 Weeks Ended,

June 28, 2020

September 27,

COSTS AND EXPENSES

14 unchanged sentences

Basic and Diluted

WEIGHTED AVERAGE NUMBER OF SHARES USED IN

COMPUTING PER COMMON SHARE AMOUNTS -

WEIGHTED AVERAGE NUMBER OF SHARES USED

IN COMPUTING PER COMMON SHARE AMOUNTS -

Basic and Diluted

2 unchanged sentences

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)

For the 39-week periods -

2 unchanged sentences

$ ( 702,323 )

Balances, July 4, 2021

Shares issued for fractional holdings

Balances, October 3, 2021

$ ( 624,822 )

3 unchanged sentences

$ ( 1,396,315 )

Balances, June 28, 2020

Balances, September 27, 2020

$ ( 1,086,719 )

1 unchanged sentence

For the 13-week periods -

Balances, April 4, 2021

$ ( 1,073,165 )

$ ( 567,399 )

Balances, July 4, 2021

1 unchanged sentence

$ ( 354,883 )

Balances, March 29, 2020

Balances, October 3, 2021

$ ( 624,822 )

3 unchanged sentences

$ ( 835,137 )

See Notes to Condensed Consolidated Financial Statements

Balances, September 27, 2020

$ ( 1,086,719 )

$ ( 580,953 )

See Notes Condensed Consolidated Financial Statements

BT BRANDS, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

CONSOLIDATED STATEMENTS OF CASH FLOWS

September 27,

CASH FLOWS FROM OPERATING ACTIVITIES

1 unchanged sentence

Depreciation and amortization

Amortization of debt issuance costs included in interest expense

Amortization of debt issuance cost included in interest expense

Deferred taxes

Noncash interest income

Payment on in-kind interest

9 unchanged sentences

Purchase of property and equipment

Net cash used in investing activities

Proceeds on notes due from related entity

Net cash provided by (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

10 unchanged sentences

Cash paid for interest

Transfer of property and equipment to assets held for sale

Cash paid for Income taxes

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

The accompanying Condensed Consolidated Balance Sheet as of October 3, 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.

11 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 July 4, 2021.

There were a total of ten operating restaurants on October 3, 2021.

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

17 unchanged sentences

From time-to-time the Company may sell an existing operating unit or may close an operating unit and list the property for sale.

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.

The carrying value of property in the St.

Louis area was fully reserved for in 2020.

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 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 estimates a current tax provision for federal and state income taxes at the combined statutory rate of 27.5 %

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

7 unchanged sentences

Other assets are the allocated fair value of the acquired Dairy Queen franchise agreement related to the Company’s location in Ham Lake, Minnesota, which is being amortized over an estimated useful life of 14 years.

Liquidity and Capital Resources

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.

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

19 unchanged sentences

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.

Secured by eight of the Company's locations and the personal guaranty of a Company shareholder.

These notes were paid in full on June 27, 2021.

Three notes payable to bank dated June 28, 2021 due in monthly installments totaling $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% .

3 unchanged sentences

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%.

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%.

This note is secured by the West St.

Paul location and the personal guaranty of a shareholder of the Company.

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

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 was paid in full on April 6, 2021.

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

7 unchanged sentences

The Company’s CEO, Gary Copperud, is Chairman of the Board of Directors of NGI and the Company’s Chief Operating Officer, Kenneth Brimmer, is also a member of the Board of Directors of NGI and serves as Chief Financial Officer of NGI on a part-time contract basis.

Copperud, and a limited liability company controlled by him together own approximately 34 % of the outstanding equity of NGI.

Copperud, and a limited liability company controlled by him together own 34 % of the outstanding equity of NGI.

On March 2, 2020, the Notes, were modified and the maturity extended to August 31, 2020.

As part of the Note modification, the Company received 179,000 shares of common stock in Next Gen Ice from the founders of NGI representing approximately 2 % of NGI shares outstanding.

As part of the Note modification, the Company received 179,000 shares of common stock in Next Gen Ice from the founders of NGI representing 2 % of NGI shares outstanding.

The Company also holds warrants to purchase 358,000 shares of common stock at a price of $ 1.00 per share through March 31, 2023 .

4 unchanged sentences

NOTE 6 – CONTINGENCIES

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

During 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.

NOTE 7 – SUBSEQUENT EVENT

Effective November 12, 2021, the Company entered into an Underwriting Agreement with Maxim Group LLC.

and Joseph Gunnar & Company, LLC as representatives of an Underwriting Group to purchase 2,400,000 units, each unit consisting of one share of Common Stock and one five-year stock purchase warrant to purchase an additional share at $ 5.50 per share.

Under the Underwriting Agreement, the gross proceeds to the Company are approximately $ 4.55 per share after deducting underwriting discounts and expenses.

The Company also granted to the Underwriters an “overallotment option” wherein the Underwriters were granted the option to purchase an additional 300,000 units for 30 days following the offering.

We estimate that the net proceeds from the sale of the units, after deducting underwriting discounts and commissions and estimated offering expenses incurred by us, will be approximately $ 10,665,000 .

If the underwriters fully exercise the over-allotment option, the net proceeds will be approximately $ 12,321,000 .

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