BT Brands, Inc.
For the period ended Mar 29, 2026. Filed May 18, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 29, 2026 · Filed May 18, 2026
BTBD$1.56-1.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-28; filed 2025-11-17.
0001477932-25-008407
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2026-03-29; filed 2026-05-18.
0001477932-26-003265
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 92 previous paragraphs and 67 current paragraphs.
14 unchanged; 5 reworded; 47 added; 72 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 7 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (47)
Current report
As of March 29, 2026, we owned and operated nine restaurants. In addition, we held a non-controlling 40.7% ownership interest in Bagger Dave’s Burger Tavern, Inc. (“BDVB”), an unconsolidated affiliate that operated five restaurant locations at year-end. BT Brands owned restaurant portfolio consisted of nine restaurant locations, comprised of
Current report
We hold a 40.7% unconsolidated ownership interest in Bagger Dave’s Burger Tavern, Inc., which operates five restaurants.
Current report
We estimate that the average customer transaction at Burger Time restaurants did not change significantly in the first fiscal quarter of 2026 compared to fiscal 2025, and based on our analysis, it is approximately $14.50. We continually evaluate menu pricing to manage gross margins amid fluctuating input costs. Our operating environment remains highly competitive, and numerous factors, including consumer demand, pricing sensitivity, competition, and broader economic conditions, influence sales trends.
Current report
In recent periods, we have also begun evaluating potential growth opportunities outside the restaurant industry as part of our broader effort to enhance shareholder value. While restaurants remain our primary operating focus, we believe that certain non-restaurant businesses with strong fundamentals and scalable operating models may complement our existing structure. These efforts remain exploratory and subject to ongoing evaluation.
Current report
We operate under a centralized management structure that ensures operational continuity across our restaurant portfolio and enables us to leverage shared services and administrative efficiencies.
Current report
Recent Events
Current report
Our acquisitions have diversified our operations across restaurant concepts and geographic regions, reducing our dependence on the Burger Time brand. In May 2024, we acquired the Schnitzel Haus restaurant. In 2022, we acquired three operating restaurants and purchased 40.7% ownership interest in BDVB, a non-controlled affiliate.
Current report
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Current report
Due to underperformance, we closed the Village Bier Garten restaurant in early 2025 and entered into an agreement to assign the lease. In November 2025, the landlord of the Village Bier Garten premises in Cocoa, Florida, issued a notice of default alleging nonpayment of rent by the Assignee beginning in August 2025. Subsequent to the notice, the landlord filed a lawsuit against the Assignee of the lease, our 1519BT, LLC subsidiary and BT Brands, Inc., seeking recovery of unpaid rent and other amounts alleged to be due under the lease. We recorded an impairment charge of $215,000 in 2025 to write off the remaining right-of-use asset. We believe this matter is a contractual dispute that will be resolved through negotiation or litigation. The Company’s position is that the landlord’s prior acceptance of rent payments from the assignee following the transfer of possession constituted constructive consent to the lease assignment. See Note 10 to Consolidated Financial Statements.
Current report
In January 2025, our unconsolidated affiliate, Bagger Dave’s, closed its Chesterfield, Michigan, location. This location was sold during the first quarter of 2026. BDVB is currently exploring strategic alternatives, including the potential sale of all Bagger Dave’s restaurant locations.
Current report
Industry trends materially affect our business. These trends include ongoing challenges in attracting and retaining restaurant employees, rising wages, and increased labor competition across the retail and service industries. We also face rapidly evolving technological trends, including mobile ordering, delivery platforms, loyalty programs, and digital marketing, which larger competitors have adopted aggressively.
Current report
Food cost inflation moderated in 2025; however, we expect volatility to persist due to inflationary pressures and tariffs. Given the competitive nature of the restaurant industry, our ability to recover cost increases through menu pricing may be limited. Margin improvement efforts focus on operational efficiencies, equipment upgrades, and improved unit-level performance. If labor inflation, commodity volatility, or competitive pricing pressures persist, we believe they are reasonably likely to continue to impact restaurant-level margins and operating results.
Current report
Public health matters, inflationary pressures, supply chain disruptions, and labor availability continue to present uncertainty. We have implemented menu price increases and may continue to do so; however, such increases may not fully offset higher costs and could adversely affect consumer demand. The termination of the proposed Aero Velocity merger eliminates certain transaction-related uncertainties; however, the Company may continue to incur transaction-related costs and faces uncertainty related to the dispute asserted by Aero Velocity regarding the validity of the termination.
Current report
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Current report
Net loss for the thirteen weeks ended March 29, 2026, was $751,011, compared to a net loss of $329,849 for the prior year period. The increase in net loss was primarily attributable to an unrealized loss of $435,615 on marketable securities during the current period, compared to an unrealized loss of $44,024 in the prior year period. The Company also recognized a realized loss on investments of $79,395 during the current period, compared to a realized gain of $95,038 in the prior year period.
Current report
These investment-related losses are primarily driven by changes in the market value of publicly traded securities and are non-cash in nature with respect to unrealized losses. Excluding the impact of investment gains and losses, the Company’s operating results improved compared to the prior year period, reflecting reduced general and administrative expenses and lower food costs at Burger Time.
Current report
Sales:
Current report
Net sales for the first fiscal quarter of 2026 decreased by $387,439 to approximately $2.8 million from $3.2 million in fiscal 2025. The decrease resulted from a decline in Burger Time sales during the quarter, including the closure of the Minot Burger Time location in mid-2025. Minot contributed $121,000 to the first quarter 2025 revenue.
Current report
Restaurant unit sales for Burger Time over 13 weeks ranged from approximately $137,000 to approximately $247,000. The average sales for each Burger Time unit were approximately $179,000 in 2026, approximately $51,000 below the same period in 2025.
Current report
Our various restaurants each experience unique seasonal sales patterns. The first quarter is seasonally slower for BTND and PIE. PIE revenues are significantly higher in the second and third quarters of the year, resulting from tourist traffic in the Cape Cod area. In 2025, approximately 40% of sales occurred during the seasonally strong third quarter.
Current report
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Current report
Costs of Sales - food and paper:
Current report
The cost of sales—food and paper—for the first quarter of fiscal 2026 decreased as a percentage of restaurant sales to 33.9% from 37.1% in the first quarter of fiscal 2025. This decrease was the result of menu changes, including the switch to “hand-cut” fries at Burger Time, combined with only moderate inflationary pressures on food costs.
Current report
Restaurant Operating Costs:
Current report
Restaurant operating costs (which refer to all costs associated with the operation of our restaurants, excluding general and administrative expenses and depreciation and amortization) as a percentage of restaurant sales increased slightly to 90.6% in the fiscal quarter of 2026 from 90.2% in the comparable period of fiscal 2025. The increase resulted from the net effect of higher labor cost as the fixed components, including minimum staffing levels, increased as a percentage of sales and lower food and paper costs resulting from menu changes, as well as the matters discussed in the “Cost of Sales - food and paper,” “Labor Costs,” and “Occupancy and Other Operating Costs” sections below.
Current report
For the first quarter of fiscal 2026, labor and benefits costs increased as a percentage of restaurant sales to 39.1% from 37.7% in fiscal 2025. The increase results from lower sales, including the impact of minimum staffing levels, which were offset by a concerted effort to monitor scheduling and actual hours across all locations.
Current report
Occupancy and Other Operating Expenses
Current report
For the first fiscal quarter of 2026, occupancy and other expenses increased to 17.6% of sales from 15.4% in 2025, due to the impact of a sales decrease on fixed costs.
Current report
Depreciation and Amortization Expense:
Current report
For the first fiscal quarter of 2026, depreciation and amortization expenses were $151,575 (5.3% of sales), a slight decrease from the prior year of $156,395 (4.8% of sales). The result is partly due to a larger share of BTND assets becoming fully depreciated.
Current report
General and administrative costs in the first fiscal quarter of 2026 were $348,901, a decrease of $102,133 from the previous year’s first quarter of $451,034. General and administrative costs were 12.3% of sales, a decrease from 14.0% in the previous year. The decrease is the result of a concerted cost-reduction effort throughout the Company.
Current report
Income (Loss) from Operations
Current report
The loss from operations for the first quarter of fiscal 2026 improved to a loss of $232,811 from a loss of $292,196 in the first quarter of 2025, reflecting lower general and administrative expenses and cost-cutting in virtually all other areas of the Company’s businesses, the closing of an unprofitable location, and the items discussed in the “Net Revenues” and “Restaurant Operating Costs” sections above.
Current report
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Current report
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Current report
We define restaurant-level EBITDA as operating income before pre-opening costs, if any, general and administrative costs, depreciation and amortization, and impairment charges. General and administrative expenses are excluded because they are not specifically identifiable as restaurant costs. Depreciation, amortization, and impairment charges are excluded because they are not ongoing controllable cash expenses and are not related to the health of ongoing operations.
Current report
Recently, sales at our Burger Time business have declined. For the 13 weeks ended March 29, 2026, the restaurant’s EBITDA declined slightly from 2025 levels. We had $3.6 million in cash and marketable securities and net working capital of $3.9 million, a decrease of approximately $714,000 from December 28, 2025. The Company maintains a portfolio of marketable securities, the value of which is subject to market volatility. As a result, the Company may continue to recognize significant unrealized gains or losses in future periods, which could materially impact reported net income but would not directly affect cash flows unless such investments are sold.
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Removed paragraphs (72)
Previous report
As of September 28, 2025, including our partially owned Bagger Dave’s business, we own and operate the following sixteen restaurants:
Previous report
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.
Previous report
We operate through a central management organization that provides continuity across our restaurant base by utilizing the efficiencies of a central management team.
Previous report
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.
Previous report
Notable Recent Events
Previous report
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.
Previous report
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.
Previous report
Recent performance
Previous report
The following are key highlights from the Company’s performance for the 13-week and 39-week periods ending September 28, 2025:
Previous report
Summary
Previous report
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.
Previous report
Overview of Results
Previous report
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.
Previous report
Net Revenues
Previous report
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.
Previous report
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.
Previous report
Costs and Expenses-
Previous report
Food and Paper Costs
Previous report
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.
Previous report
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.
Previous report
Occupancy Costs
Previous report
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.
Previous report
Other Operating Expenses
Previous report
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.
Previous report
Depreciation and Amortization
Previous report
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.
Previous report
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.
Previous report
Operating Income (Loss)
Previous report
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.
Previous report
Other Income and Expenses
Previous report
Net Income (Loss)
Previous report
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.
Previous report
Results of Operations – Thirty-nine Weeks Ended September 28, 2025 Compared to Thirty-nine Weeks Ended September 29, 2024
Previous report
Overview of Results
Previous report
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.
Previous report
Net Revenues
Previous report
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.
Previous report
Costs and Expenses-
Previous report
Food and Paper Costs
Previous report
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.
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Reworded paragraphs (5)
Previous wording
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.
Current wording
Burger Time opened its first restaurant in Fargo, North Dakota, in 1987. Burger Time restaurants feature flame-broiled hamburgers, other quick-service menu items, and soft drinks. Burger Time’s operating principles emphasize value, a limited menu to support quality and speed of service, efficient single- and double-drive-thru designs supported by point-of-sale systems, and food prepared fresh to order at competitive prices.
Previous wording
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.
Current wording
To supplement the condensed consolidated financial statements, which are prepared and presented in accordance with GAAP, the Company uses restaurant-level EBITDA. Restaurant-level EBITDA, which is not a measure defined by GAAP. This non-GAAP operating measure is useful to both management and, we believe, investors because it represents one means of gauging the overall profitability of our recurring and controllable core restaurant operations. This measure is not indicative of our overall results, nor does restaurant-level profit accrue directly to stockholders, primarily because corporate-level expenses are excluded. Restaurant-level EBITDA should not be considered a substitute or superior to operating income calculated under GAAP. The reconciliations to operating income set forth below should be carefully evaluated.
Previous wording
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.
Current wording
Operating cash flow for the thirteen weeks ending March 29, 2026, was a negative $97,650. Seasonal patterns in our business typically result in negative cash flow from operating activities in the first quarter of the year.
Previous wording
Cash Flows Used in Investing Activities
Current wording
Cash Flows Provided by (Used in) Investing Activities
Previous wording
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.
Current wording
As of March 29, 2026, we had $3.6 million in contractual obligations, including $2.1 million for amounts due under mortgages on the real property on which our stores are situated and $1.5 million in operating lease obligations related to our recent acquisitions. Our monthly required payments on lease and mortgage obligations are approximately $53,000.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Cash Flows Used in Operating Activities
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Cash Flows Provided by Operating Activities