What changed in this filing

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Item 1. Business

2025-03-31 compared with 2024-04-01 · 88 added, 104 removed, 145 unchanged (57% of the section changed)

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BT Brands owns and operates various restaurants in the eastern two-thirds of the United States.

As of March 1, 2024, including our partially-owned Bagger Dave’s business, we operated seventeen restaurants comprising the following:

Seven Burger Time fast-food restaurants and one Dairy Queen franchise located in the North Central region of the United States, collectively (“BTND”), a Sioux Falls, South Dakota location was closed in February 2024;

As of December 29, 2024, including our partially owned Bagger Dave’s business, we operated seventeen restaurants comprising the following:

Eight Burger Time fast-food restaurants located in the North Central region of the United States, collectively (“BTND”), a Sioux Falls, South Dakota location was closed in February 2024 the total of eight locations includes a location in Ham Lake, Minnesota that was closed following the end of 2024 in January 2025;

Bagger Dave’s Burger Tavern, Inc., a partially owned affiliate (39.6%), operates six Bagger Dave’s restaurants in Michigan, Ohio, and Indiana (“BDVB”);

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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”.

Village Bier Garten is a German-themed restaurant, bar, and entertainment venue in Cocoa, Florida (“VBG”).

Our Dairy Queen store is operated under a franchise agreement with International Dairy Queen.

We pay royalty and advertising payments to the franchisor as required by the franchise agreement.

Effective October 17, 2023, we agreed with International Dairy Queen to sell the business, which has a current book value at December 31, 2023 of approximately $438,500, including remaining goodwill, to an approved buyer.

Under the terms of the agreement with International Dairy Queen, we will continue to operate the location during the six-month period we plan to sell the business.

However, we may retain ownership of the physical assets, including the land and building.

This business ceased operations and was closed in January 2025.

Our objective is to build value for our shareholders in the food service industry.

Our principal strategy is acquiring multi-unit restaurant concepts and individual properties at attractive earnings multiples.

In fiscal 2023, we continued to evaluate business opportunities, having deployed a portion of our November 2021 public offering in 2022, acquiring three operating restaurant properties.

We operate the acquired businesses with a shared central management organization.

Additional elements of our growth strategy encompass increasing sales and efforts to boost brand awareness.

Our principal strategy is acquiring restaurant properties at attractive earnings multiples.

In 2024, we continued to evaluate business opportunities.

We operate our businesses with a shared central management organization.

Additional elements of our growth strategy encompass increasing sales and efforts to lower costs and boost brand awareness.

Our Corporate History

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The Burger Time brand originated in August 1987 with the first restaurant in Fargo, North Dakota.

Additional Burger Time restaurants opened in Minnesota, North Dakota, and South Dakota in the following years.

In subsequent years, Burger Time restaurants were opened in Minnesota, North Dakota, and South Dakota.

On November 12, 2021, we completed an initial public offering of 2,400,000 units of our securities at a public offering price of $5.00 per unit, each unit comprising one share of common stock and one warrant to purchase one share of common stock at an initial exercise price of $5.50 per share (the “IPO”).

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Following our IPO, we have pursued the acquisition of restaurant properties in diverse locations across the United States.

Our recent acquisitions have allowed us to diversify our operations into new restaurant segments and new geographic regions, reducing our dependency on the financial performance of our Burger Time restaurants.

Our acquisitions have diversified our operations into new restaurant segments and new geographic regions, reducing our dependency on the financial performance of our Burger Time restaurants.

Our Restaurants

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We prepare each burger to a customer’s order and serve it hot and fresh.

Other entrees include chicken sandwiches, pulled pork sandwiches, and chicken tenders.

We offer an array of traditional and signature sides, many of which have evolved into regional favorites.

We also offer other reasonably priced food and beverage items.

Other entrees include chicken sandwiches and chicken tenders.

We offer an array of traditional and signature sides, many of which are regional favorites.

We offer other reasonably priced food and beverage items.

From time to time, we offer specialty sandwiches and wraps at competitive prices.

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Subject to seasonal and local conditions, our restaurants are generally open seven days a week from 10 a.m.

until 9 or 10 p.m., depending on the time of year.

We offer online ordering through our website with curbside delivery.

until 9 or 10 p.m.

We offer online ordering through our website with curbside delivery and have initiated sales through third-party delivery services.

Burger Time serves the drive-thru and take-out segment of the restaurant industry.

Our operating principles for Burger Time include:

(i) offering a “Bigger Burger” to deliver our customers “more good food for your 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 quality food made fresh to order at a fair price.

Our seven Burger Time restaurants are in Minnesota, North Dakota, and South Dakota.

Our eight Burger Time restaurants, including our Ham Lake location, which was closed in January 2025, are in Minnesota, North Dakota, and South Dakota.

We own the real estate on which our Burger Time restaurants are situated.

In 2023, we leased the property for a Sioux Falls, South Dakota location, which we closed in February 2024.

Our Burger Time units are free-standing facilities with single or double “drive-thru” and walk-up service windows.

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Work shifts are staggered to ensure superior customer service during our busiest times.

We focus on customer service and seek to staff our stores with friendly, customer-focused personnel.

We focus on customer service and quality and seek to staff our stores with friendly, customer-focused personnel.

Our managers and assistant managers are full-time employees.

We support our managers by offering competitive wages, including incentive bonuses for performance.

Our experienced managers train new assistant managers in all facets of a restaurant’s operations.

Our manager training stresses food quality, fast, friendly customer service, restaurant cleanliness, and proper management operations of a quick service restaurant.

Our experienced managers train new assistant managers in all aspects of operations.

Our training stresses food quality, fast, friendly customer service, restaurant cleanliness, and proper management operations of a quick service restaurant.

We also focus on food safety and sanitation, employment laws and regulations, and systems to control food and labor costs.

All managers and assistant managers must obtain the required food safety (HACCP) certification applicable to their location.

Each restaurant has a point-of-sale system monitored by management.

These systems allow managers to monitor sales, labor, customer counts and other pertinent information.

The general manager of each restaurant reports directly to a Director of Operations, who in turn reports to our Chief Operating Officer, who oversees all aspects of restaurant operations, including restaurant facility management, new restaurant openings and the roll-out of key operational initiatives.

Our restaurants are managed using weekly operating budgets, comparing their actual results to planned results.

We purchase most of our food, paper, packaging, and related supplies for our Burger Time restaurants from Sysco Corporation, the nation’s largest distributor of food products.

Sysco distributes these supplies to our restaurants on a frequent and routine basis.

As of March 1, 2024, our Burger Time restaurants employed 86 individuals, including 24 full-time and 62 part-time employees.

Each restaurant has a point-of-sale system (POS) monitored by management.

In 2024, we implemented a cloud-based POS in all Burger Time locations, enhancing our ability to monitor store operations.

This system allows management to monitor sales, labor, customer counts, and other pertinent information.

The general manager of each restaurant reports directly to the Director of Operations, who in turn reports to our Chief Operating Officer, who oversees all aspects of restaurant operations, including restaurant facility management, new restaurant openings and the roll-out of key operational initiatives.

Our restaurants are managed using weekly operating budgets, comparing their actual results to planned results and results from the prior year.

In July 2024, we engaged a new primary food service vendor.

We have agreed to a pricing structure with the new vendor, however, have not executed a contract.

Under this arrangement, we purchase most of the food, paper, packaging, and related supplies for our Burger Time restaurants from Performance Food Services, one of the nation’s largest distributors of food products.

Performance Food Services makes deliveries to our restaurants on a frequent and routine basis.

As of March 1, 2025, Burger Time restaurants employed approximately 92 individuals, including 13 full-time and 79 part-time employees.

Our full-time employees are salaried managers and assistant managers;

the remaining restaurant staff are hourly employees.

Dairy Queen Franchise

In October 2015, we acquired a 99% ownership interest in a Dairy Queen (“DQ”) franchise in Ham Lake, Minnesota.

The franchise’s remaining 1% ownership interest is owned by the General Manager, with specific DQ qualifications and whose ownership is required under the operating agreement with the franchisor.

We are party to a franchise agreement with DQ that, among other things, restricts our menu offerings to the established DQ menu and limits our flexibility.

We are prohibited from selling non-DQ-approved items at this franchise location and may not market this restaurant as a part of Burger Time.

Our Dairy Queen store is operated under a franchise agreement with International Dairy Queen (“IDQ”).

We pay royalty and advertising payments to the franchisor as required by the franchise agreement.

Effective October 17, 2023, we agreed with IDQ to sell and exit the business, which has a book value at December 31, 2023, of approximately $438,500.

The agreement with IDQ requires a sale of the business to a buyer approved by the franchisor.

As further agreed, we continue to operate the location while seeking a buyer for the business.

We currently have no plans to enter into additional franchise agreements.

However, we will consider franchise opportunities should we become aware of an attractive opportunity.

Keegan’s Seafood Grille

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We acquired the “Keegan’s Seafood Grille” tradename and website and plan to continue to operate as Keegan’s Seafood Grille.

In November 2024, operations at Keegan’s were disrupted for approximately six weeks by Hurricane Helene, which caused significant damage to the Indian Rocks Beach community.

Keegan’s is a family-friendly casual restaurant located directly across the street from the beach.

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Keegan’s also offers a selection of beer and wine.

The restaurant features indoor and outdoor dining options, is open daily for lunch and dinner, and offers take-out and curbside pickup options.

The restaurant features indoor and outdoor dining options, is open daily for lunch and dinner, and offers takeout and curbside pickup options.

As of March 1, 2025, Keegan’s employed 38 persons, including 12 full-time and 26 part-time employees.

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pastries, soups and salads are all freshly made on-site.

In addition, we offer patrons freshly roasted coffee beverages, smoothies, and brand merchandise.

The store is open seven days a week, year-round, except Christmas.

As of March 1, 2024, PIE employed 34 persons, including eight full-time and 32 part-time employees.

Our full-time employees include three full-time salaried managers and assistant managers and a varying number of staff, all of whom are hourly employees.

In addition, we offer patrons fresh, on-site roasted coffee beverages, smoothies, and brand merchandise.

The store is open seven days a week, year-round, except for Christmas.

As of March 1, 2025, PIE employed 23 people, including three full-time and 20 part-time employees.

Our full-time employees include three full-time managers, including one manager dedicated to coffee roasting operations, assistant managers, and a varying number of staff, all of whom are hourly employees.

Schnitzel Haus

On May 13, 2024, we acquired substantially all of the assets, including the trade name of Schnitzel Haus, a German-themed fine dining restaurant and bar in Hobe Sound, Florida (“Schnitzel”).

Schnitzel has served the local community for more than 10 years.

Schnitzel serves a variety of traditional German and American menu offerings, wine, beer, and cocktails in an elegant, upscale setting.

Schnitzel is open year-round, Monday through Saturday.

As of March 1, 2025, Schnitzel employed 20 people, including three full-time and 20 part-time employees.

Our employees include a full-time salaried manager and a salaried kitchen manager;

the remaining restaurant staff are hourly employees.

Village Bier Garten

On August 4, 2022, we acquired substantially all of the assets, including trade names and social media accounts of Von Stephan Village Bier Garten.

We have rebranded the business as Village (“VBG”), a German-themed, family-friendly casual restaurant and bar concept in Cocoa, Florida.

VBG features authentic German food and imported German beers combined with regular entertainment, creating an entertaining atmosphere and delivering a memorable guest experience.

The restaurant offers indoor seating and access to an outdoor shared seating area where patrons eat and enjoy live entertainment most evenings.

As of March 1, 2024, VBG employed 29 persons, including seven full-time and 22 part-time employees.

Our employees include two salaried managers, two hourly assistant managers, and hourly restaurant staff.

On August 4, 2022, we acquired substantially all of the assets, including the trade names and social media accounts of Von Stephan Village Bier Garten.

Village (“VBG”) is a German-themed, family-friendly casual restaurant and bar concept in Cocoa, Florida.

Effective January 2, 2025, we closed the VBG location, sold equipment for $34,500 and assigned the lease to an unrelated party.

Bagger Dave’s Burger Tavern

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(“BDVB”), initially representing 41.2% ownership.

In 2024, it was reduced to 39.6% as a result of a sale of newly issued shares by BDVB.

In 2024, our ownership share was reduced to 39.6% due to a sale of newly issued shares by BDVB.

BDVB is a publicly traded company that owns and operates six Bagger Dave’s restaurants.

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Wayne, Indiana, and one in Centerville, Ohio.

BDVB has 152 employees, 22 salaried managers and 40 full-time and 130 part-time employees.

BDVB has approximately 150 employees, including 20 salaried managers, 40 full-time, and 90 part-time employees.

Marketing and Advertising

Our marketing and advertising expenditures are principally allocated to social media, with limited advertisements in newspapers and radio.

Our marketing and advertising expenditures are principally allocated to social media, with limited advertisements in newspapers and on the radio.

In addition, we have employed product discount coupons, live remote broadcasts, customer contests, and direct mailings.

We also utilize marketing incentives from our suppliers whenever possible.

Our Burger Time restaurants offer an online ordering capability and curbside delivery program through the BTND website, and we expect to implement online ordering at all of our businesses.

Our restaurants offer online ordering capability and a curbside delivery program through our websites.

We emphasize direct database marketing supplemented by social media tools to promote our brand and local stores.

However, our marketing-related expenditures have historically comprised less than 1% of our net revenues.

Marketing-related expenditures have typically been less than 1% of net revenues.

Generally, restaurant sales are derived from drive-by traffic and dedicated return visits from loyal customers.

However, as we expand our restaurant base, our marketing and advertising expenditures may need to increase.

Increasing our restaurant revenues may require an increase in marketing and advertising expenditure.

We expect to develop more sophisticated marketing programs, including an expanded social media presence, to build consumer brand awareness of our restaurants.

Growth Strategy

We are seeking to increase value for our shareholders in the food service industry.

We seek to increase value for our shareholders in the food service industry.

Our strategy is to acquire restaurant concepts and individual properties at attractive earnings multiples.

Other key elements of our growth strategy encompass increasing same-store sales and introducing a campaign to boost brand awareness.

Other key elements of our growth strategy include increasing same-store sales and introducing a campaign to boost brand awareness.

As we develop and extend our business into new food concepts and geographic areas, we expect to pursue strategies that will leverage our multiple brands, capacity, and reach, which may include:

creating dual concept locations, allowing for two or more of our brands to share physical assets;

offering third-party (e.g., Uber Eats) and local delivery services;

offering third-party (e.g., Uber Eats, GrubHub) and local delivery services;

entering into licensing agreements allowing the third-party sale of our products and

employing direct database marketing, including social media, to drive business.

As a public company, we may be presented with other opportunities, including, for example, a reverse merger candidate in the restaurant industry, whereby a significantly larger private restaurant chain avails itself of our public company status by merging with our business.

As a public company, we may be presented with other opportunities, including a reverse merger opportunity, whereby a significantly larger company avails itself of our public company status by merging with our business.

We will evaluate these opportunities if and when they are presented.

Growth Through Acquisitions

We intend to continue to make acquisitions that provide an entrance into targeted restaurant segments and geographic areas.

We are evaluating our acquisition strategy in the restaurant industry.

Acquisitions may provide an entrance into targeted restaurant segments and geographic areas.

Restaurant businesses frequently become available for acquisition.

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In addition, we may acquire operating assets where a franchise program is the focus of the acquired food service business.

We intend to evaluate acquisition opportunities to ensure the accretive and efficient integration of additional restaurant concepts.

Successful execution of our strategy will allow us to continue to diversify our operations both into other dining concepts and geographic locations.

We evaluate acquisition opportunities to determine if the transaction will be accretive and if we can efficiently integrate the business into our existing operations.

In evaluating opportunities, we consider the following characteristics, among others, relevant to each opportunity:

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growth potential.

We operate acquired businesses with a shared central management organization.

Following acquisition, we may pursue a plan to expand the number of locations and increase comparable store sales and profits, as described below.

By leveraging our management services platform, we expect to achieve post-acquisition cost benefits by reducing the acquired business's corporate overhead.

If we acquire restaurant chains or individual units near each other, concentration could provide economic synergies with respect to management functions, marketing, advertising, supply chain assistance, staff training, and operational oversight.

We operate our businesses with a shared central management organization.

Following an acquisition, we may pursue a plan to expand the number of locations and increase the comparable store sales and profits, as described below.

By leveraging our management services platform, we seek to achieve post-acquisition cost benefits by reducing the acquired business’s corporate overhead.

If we acquire restaurant chains or individual units near each other, concentration could provide economic synergies for management functions, marketing, advertising, supply chain assistance, staff training, and operational oversight.

Increase Sales

We intend to deploy a multi-faceted sales growth strategy to optimize restaurant performance.

Our primary goal is to grow sales in our restaurant operations to optimize restaurant performance.

One of the metrics we use to measure an increase in sales is same-store sales growth, which reflects the change in year-over-year sales for the comparable store base.

We will apply techniques proven in the restaurant industry to increase same-store sales at all our restaurants.

We apply techniques proven in the restaurant industry to increase same-store sales at all our restaurants.

We also may develop new approaches that reflect our corporate character and restaurant composition.

We expect to utilize customer feedback and analyze sales data to introduce, test, and hone existing and new menu items.

In addition, we will investigate using public relations and experiential marketing to engage customers.

We utilize customer feedback and analyze sales data to introduce, test, and hone existing and new menu items.

Our strategies to increase same-store sales will evolve as we acquire new restaurant concepts in new markets.

Increase Brand Awareness

Increasing brand awareness is essential to the growth of our Company.

Increasing brand awareness is essential to our Company’s growth.

We intend to develop and implement forward-looking branding strategies for our businesses.

We will seek to leverage social media and employ targeted digital advertising to expand the reach of our brands and drive traffic to our stores.

In addition, we intend to develop mobile applications that will allow consumers to find restaurants, order online and receive special offers.

We may seek to leverage social media and employ targeted digital advertising to expand the reach of our brands and drive traffic to our stores.

We expect our branding initiatives to evolve as we complete acquisitions.

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The competitive environment in each category is intense in terms of price, service, location, and food quality.

We face significant competition from a wide variety of restaurants on a national, regional, and local level.

We face significant competition from a variety of restaurants on a national, regional, and local level.

Dining choices continue to expand with the increasing popularity of food delivery services.

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Our BTND revenue is typically lower in the first and fourth quarters because of winter weather.

PIE is highly seasonal, with a significant portion of its business occurring during summer.

PIE is highly seasonal, with a significant portion of its business occurring during the summer.

Our Florida locations reach peak revenue during the winter travel season.

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however, any difficulties, delays, or failures in obtaining such licenses, permits, registrations, exemptions, or permissions in the future could delay or prevent the opening of a location and adversely impact the viability of a restaurant.

The development and construction of any new restaurants will be subject to compliance with applicable zoning, land use, and environmental regulations.

Federal and state environmental regulations have not had a material effect on operations, but more stringent and varied requirements of local government bodies concerning zoning, land use, and environmental factors could delay construction and increase development costs for new restaurants.

The development and construction of new restaurants will be subject to compliance with applicable zoning, land use, and environmental regulations.

Federal and state environmental regulations have not had a material effect on operations.

However, more stringent and varied requirements of local governments concerning zoning, land use, and environmental factors could delay construction and increase development costs for any new restaurants.

We are also subject to the Fair Labor Standards Act, the Immigration Reform and Control Act of 1986, and various federal and state laws governing such matters as minimum wages, overtime, unemployment tax rates, workers’ compensation rates, citizenship requirements, and other working conditions.

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Accordingly, increases in the minimum wage likely will not have a significant impact on labor costs.

We also may be subject to various laws and regulations related to any future franchise operations.

We may also be subject to various laws and regulations related to future operations.

We are also subject to the Americans with Disabilities Act, which prohibits discrimination based on disability in public accommodations and employment.

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The ACA imposes significant reporting requirements on restaurant businesses, including certifying whether they offer minimum essential coverage to full-time employees.

The failure to comply with ACA is significant, and new regulations, increasing coverage requirements and costs could have a material adverse effect on our business.

We are not engaged in the business as a “franchisor.” We operate a Dairy Queen unit as a “franchisee” of Dairy Queen.

Franchise operations are governed by state laws that regulate the offer and sale of franchises and the franchisor-franchisee relationship.

Such laws generally require registration of the franchise offering with state authorities and regulate the franchise relationship by, for example, requiring the franchisor to deal with its franchisees in good faith, prohibiting interference with the right of free association among franchisees, limiting the imposition of standards of performance on a franchisee and regulating discrimination against franchisees in charges, royalties or fees.

In addition, such laws may restrict a franchisor in the termination of a franchise agreement by, for example, requiring “good cause” to exist as a basis for the termination, advance notice to the franchisee of the termination, an opportunity to cure a default and a repurchase of inventory or other compensation.

The failure to comply with ACA is substantial, and new regulations, increasing coverage requirements and costs could adversely affect our business.

We are not engaged in the business as a “franchisor.”

Environmental Matters

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As a result, no assurance can be given that we have identified potential environmental liabilities at our properties or that such liabilities will not adversely affect our financial condition.

As of March 1, 2024, our corporate office had three employees.

In addition, each of our restaurants has a General Manager, an assistant manager or supervisor, and a varying number of restaurant staff, all hourly employees.

As of March 1, 2025, our corporate office has four employees.

In addition, each of our restaurants has a General Manager, an assistant manager or supervisor, and a varied number of restaurant staff, all hourly employees.

Including wholly owned subsidiaries of the Company, as of March 1, 2025, we had approximately 180 employees, including 40 full-time and 140 part-time employees.

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Historically, these securities comprised investments in exchange-listed common stocks with published prices per share readily available.

Our investments include our net investment of $729,325 in Bagger Dave’s as determined under the “Equity Method” of accounting.

Our $304,000 total investment in Next Gen Ice, Inc.

(“NGI”) includes equity in the form of 179,000 common shares received in 2020 as consideration for extending the maturity of a note receivable repaid in August 2020.

Under terms of the Note modification, we obtained 179,000 shares of common stock in NGI from the founders of NGI.

We also received warrants expiring March 31, 2029, to purchase 358,000 shares of common stock for $1.00 per share.

Bagger Dave’s-

Our investments include our net investment of $304,439 in Bagger Dave’s as determined under the “Equity Method” of accounting, net of recording our equity share in Bagger Dave’s losses.

NGI related party investment-

Our total investment in NGI Corporation (“NGI”) is $424,000, which includes $120,000 in loans to NGI during 2024 and $304,000 in prior equity investment in NGI.

The NGI investment includes equity in the form of 179,000 common shares received in 2020 as consideration for BTND extending the maturity of a note receivable repaid in August 2020.

Under the Note modification terms, we acquired 179,000 NGI common shares from its founders.

We also received warrants expiring on March 31, 2029, to purchase 358,000 shares of common stock for $1.00 per share.

We attributed $75,000 to the value of the equity received.

This amount was reflected as interest income in 2020.

The 2020 fair value continues to be reflected as the value of this investment.

On February 12, 2022, we invested $229,000 in 138,788 shares of NGI Series A1 8% Cumulative Convertible Preferred Stock, convertible share for share into NGI common shares.

This investment is reflected at the cost of $229,000.

The preferred investment included a five-year warrant to purchase 34,697 shares at $1.65 per share.

The preferred investment included a five-year warrant to purchase 34,697 shares at $1.65.

Our CEO, Gary Copperud, is Chairman of the board of directors of NGI.

Our Chief Operating Officer, Kenneth Brimmer, is also a member of the board of directors of NGI and serves as its Chief Financial Officer.

The investment in NGI does not have a readily determinable market value, and it is carried at the historic cost determined by BT Brands which the Company believes is reasonable relative to recent sales of stock by NGI.

Our COO, Kenneth Brimmer, is also an NGI board member and serves as its CFO.

The investment in NGI does not have a readily determinable market value, and it is carried at the historic cost determined by BT Brands, which the Company believes is reasonable relative to recent stock sales by NGI.

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-K

Item 1. Business