BT Brands, Inc.

BT Brands, Inc. (BTBD) operates in the food service industry, owning and operating nine restaurants across the Midwest, Massachusetts, and Florida, and holding a minority ownership interest in an unconsolidated affiliate that operates an additional five restaurants, totaling 14 operating restaurant locations ¹. The company's historical objective has been to create long-term shareholder value in the food service industry through disciplined acquisitions, operational efficiencies, and strategic capital allocation, focusing on acquiring restaurant properties and operating businesses at attractive valuation multiples to enable diversification across concepts and geographies ². However, in 2025, the company began evaluating business opportunities outside the food service sector, culminating in a proposed business combination with Aero Velocity Inc., a private company specializing in unmanned aerial vehicles and Drones-as-a-Service ³. If this transaction is completed, BT Brands expects to spin off its restaurant operations into a newly formed entity, BT Group, Inc. ⁴.

The core business model involves generating revenue primarily from the sale of food and beverages at its owned restaurants ⁵. The company also generates insignificant revenue from retail items at Pie In The Sky Coffee and Bakery (PIE) and Keegan's Seafood Grille, including apparel and other merchandise ⁶. Customer segments vary by restaurant concept, ranging from quick-service drive-thru customers at Burger Time to family-friendly casual diners at Keegan's and upscale patrons at Schnitzel Haus ⁷. The company operates under a centralized management structure to leverage shared services and administrative efficiencies across its restaurant portfolio ⁸.

BT Brands' restaurant portfolio includes six Burger Time fast-food restaurants in the North Central region of the United States, which offer flame-broiled burgers and other quick-service items, emphasizing value, a limited menu for quality and speed, and efficient drive-thru designs ⁹. Keegan's Seafood Grille, located in Indian Rocks Beach, Florida, is a family-friendly, casual seafood restaurant known for award-winning dishes prepared with fresh local ingredients ¹⁰. Pie In The Sky Coffee and Bakery in Woods Hole, Massachusetts, is a coffee shop and bakery offering breakfast and lunch sandwiches, pastries, soups, salads, and freshly roasted coffee ¹¹. Schnitzel Haus, a German-themed fine dining restaurant and bar in Hobe Sound, Florida, offers traditional German and American menu items, along with wine, beer, and cocktails ¹². The company also holds a 40.7% ownership interest in Bagger Dave's Burger Tavern, Inc. (BDVB), an unconsolidated affiliate operating five casual-dining restaurants in Michigan, Ohio, and Indiana ¹³. The Village Bier Garten, a German-themed restaurant in Cocoa, Florida, ceased operations and was permanently closed in January 2025 ¹⁴.

For the fiscal year ended December 28, 2025, total sales decreased by 7.5% to $13,486,629 ¹⁵, down from $14,823,472 in fiscal 2024 ¹⁶. The company reported a net loss of $(687,839) ¹⁷ for fiscal 2025, an improvement from a net loss of $(2,311,208) in fiscal 2024 ¹⁸. Basic and diluted EPS for fiscal 2025 was $(0.11) ¹⁹, compared to $(0.37) in fiscal 2024 ²⁰. Restaurant operating expenses as a percentage of sales improved to 87.2% in fiscal 2025 from 95.1% in fiscal 2024 ²¹. Food and paper costs decreased to 33.3% of restaurant sales in fiscal 2025 from 37.8% in fiscal 2024 ²², while labor costs decreased to 37.9% of restaurant sales from 41.3% ²³. Occupancy and other operating costs remained at 17.0% of restaurant sales in fiscal 2025 ²⁴. Loss from operations improved to $(364,585) in fiscal 2025 from $(1,832,308) in fiscal 2024 ²⁵. Restaurant-level EBITDA for fiscal 2025 was $1,720,909 ²⁶, with a margin of 12.4% ²⁷, significantly up from $723,828 and a 4.9% margin in fiscal 2024 ²⁸. As of December 28, 2025, cash and marketable securities totaled $4,442,300 ²⁹, and working capital was $4,680,411 ³⁰. Total long-term debt, less current portion, was $1,899,592 ³¹. Net cash provided by operating activities was $284,876 in fiscal 2025 ³², compared to net cash used in operating activities of $(713,505) in fiscal 2024 ³³.

The decrease in net sales in fiscal 2025 was primarily due to the closure of the Village Bier Garten location, which contributed approximately $1.3 million in sales during fiscal 2024 ³⁴, and the closure of a Burger Time in Minot, North Dakota, which generated approximately $560,000 in sales during fiscal 2024 and $281,000 during fiscal 2025 ³⁵. Comparable restaurant sales for Burger Time locations open for the full year declined approximately $224,000, or 3.9% ³⁶, mainly due to reduced customer traffic, partially offset by modest menu price increases ³⁷. Schnitzel Haus, acquired in May 2024, contributed approximately $1.5 million in sales during fiscal 2025, an increase of approximately $0.8 million compared to fiscal 2024 ³⁸. The improvement in restaurant operating costs and margins was driven by the closure of less-profitable locations, improved margins at PIE, and cost control initiatives ³⁹. Significant operational developments include the closure of Village Bier Garten in January 2025 ⁴⁰ and the Minot Burger Time in July 2025 ⁴¹, the acquisition of Schnitzel Haus in May 2024 ⁴², and the sale of the Hot-N-Now trademark for an upfront cash payment of $250,000 in fiscal 2024, with a $10,000 licensing payment received in fiscal 2025 ⁴³. The company also recorded an impairment charge of $304,000 for its equity investment in NGI Corporation in fiscal 2025 ⁴⁴ and a $215,000 lease litigation accrual related to the former Village Bier Garten location ⁴⁵.

Management's specific forward-looking statements indicate that if the proposed business combination with Aero Velocity Inc. is completed, the combined company is expected to focus primarily on unmanned aerial vehicle manufacturing and Drones-as-a-Service operations, fundamentally changing the nature of BT Brands' business ⁴⁶. Concurrently, the company expects to spin off its existing restaurant operations and related assets into a newly formed entity, BT Group, Inc. ⁴⁷. The spin-off shares are not expected to qualify as a tax-free transaction for U.S. federal income tax purposes, potentially resulting in taxable income for stockholders ⁴⁸. Upon completion of the merger, Aero stockholders are expected to receive Series A-1 and Series A-2 Convertible Preferred Stock with a stated value of $101,100,000, convertible into common stock at $1.48 per share, representing approximately 89% of the equity ownership of the Merged Company on an as-converted basis ⁴⁹. Existing BT Brands stockholders, along with Maxim Group, are expected to retain approximately 11% of the equity ownership ⁵⁰. Additionally, Aero stockholders or their designees are expected to invest $3 million, and up to a maximum of $5 million, in newly authorized Series B Convertible Preferred Stock of the Company ⁵¹.

Within the existing restaurant operations, which would be operated by BT Group, Inc. post-spin-off, growth initiatives include increasing same-store sales, enhancing brand awareness, improving operating margins, and improving cash flow ⁵². Tactics to achieve these objectives include evaluating menu offerings and promotional strategies, informed by customer feedback and market data ⁵³. The company expects these initiatives to evolve with market conditions and future acquisitions ⁵⁴. The company continues to review its acquisition strategy in the restaurant industry, considering individual restaurant properties or multi-unit businesses that are expected to generate attractive returns, possess established brands, a history of consistent cash flow, sustainable operating results, geographic diversification, and growth potential ⁵⁵.

The operational outlook for the restaurant business (BT Group) includes continued efforts to improve operating margins through operational efficiencies, equipment upgrades, and improved unit-level performance ⁵⁶. The company has implemented menu price increases and may continue to do so, though the ability to fully offset higher costs may be limited by competitive conditions and customer price sensitivity ⁵⁷. The company utilizes various suppliers for its restaurants, with Performance Food Group serving as the primary vendor for most food, paper, packaging, and supplies for Burger Time restaurants since July 2024 ⁵⁸. The company expects capital expenditures in fiscal 2026 to consist primarily of maintenance capital, equipment replacement, and operational enhancements, and does not currently anticipate significant expansionary capital expenditures ⁵⁹.

Planned capital allocation includes a Board-authorized Share Repurchase Program, under which 533,606 shares remained available for repurchase as of December 28, 2025 ⁶⁰. Future repurchases will depend on liquidity, capital requirements, and strategic considerations, including the outcome of the proposed merger ⁶¹. The company also has an At-the-Market (ATM) equity offering program with Maxim Group LLC, allowing it to sell shares of common stock with aggregate gross sales proceeds of up to $3,565,880 ⁶². The company has no plans to pay cash dividends on its common stock in the foreseeable future, intending to retain all available funds and future earnings to support operations and finance business growth and development ⁶³.

Management explicitly flagged several structural headwinds and execution risks. The proposed merger with Aero Velocity may not be completed on anticipated terms or timeline, or at all, potentially leading to substantial legal, accounting, and advisory expenses without realizing anticipated benefits, and creating operational disruption ⁶⁴. If completed, the merger will fundamentally change the nature of the business, shifting focus from restaurant operations to unmanned aerial vehicle manufacturing and services, which involves different capital requirements, regulatory frameworks, operational risks, and competitive dynamics ⁶⁵. Existing stockholders will experience substantial dilution and reduced voting power, with Aero stockholders expected to obtain control of the combined company ⁶⁶. The proposed spin-off of BT Group, Inc. may not be completed, may be delayed, or may not achieve its intended objectives, and is not expected to be tax-free for U.S. federal income tax purposes, potentially resulting in taxable income for stockholders ⁶⁷. The combined company may also face risks related to continued listing standards and market acceptance following the transaction ⁶⁸.

The company faces material risks including the potential failure or delay of the proposed merger with Aero Velocity Inc. and the related spin-off of restaurant operations, which could result in substantial transaction-related expenses and operational disruption ⁶⁹. If completed, the merger will fundamentally alter the business, shifting focus to unmanned aerial vehicles, an industry with different capital requirements, regulatory frameworks, and competitive dynamics, potentially leading to substantial dilution for existing stockholders and a significant shift in voting control to Aero stockholders ⁷⁰. The spin-off of BT Group, Inc. is not expected to be tax-free, potentially causing taxable income for stockholders ⁷¹. Operational risks in the restaurant industry include intense competition, cost increases (food, labor, utilities), labor shortages, wage inflation, food safety incidents, and unfavorable publicity, including through social media ⁷². The company is exposed to technological disruptions, cybersecurity incidents, and data privacy risks, which could lead to operational disruption, reputational harm, and liability ⁷³. Legal and regulatory risks include costly litigation and regulatory proceedings, changes in menu labeling laws, and extensive federal, state, and local regulations, with a $215,000 accrued liability related to a lease dispute for the former Village Bier Garten location ⁷⁴. General economic conditions, reduced consumer discretionary spending, and regional economic conditions (due to geographic concentration in a limited number of states) could adversely affect sales and margins ⁷⁵. Seasonal fluctuations, particularly lower revenue in the first and fourth quarters for Midwestern restaurants and reduced traffic outside summer months for the Massachusetts location, also pose a risk ⁷⁶. The company also identified a material weakness in its internal control over financial reporting related to the accounting and reporting of significant, nonrecurring events and complex transactions ⁷⁷.

Management's overall tone emphasizes a strategic pivot towards evaluating and pursuing growth opportunities outside the traditional food service sector, particularly highlighted by the proposed business combination with Aero Velocity Inc. ⁷⁸. This proposed transaction, if completed, is expected to result in a fundamental change in the company's capital structure and strategic focus, with the existing restaurant operations to be spun off into a separate entity, BT Group, Inc. ⁷⁹. Management's forward-looking statements regarding BT Group, Inc. assume the merger and spin-off are consummated, with strategic priorities including increasing same-store sales, enhancing brand awareness, improving operating margins, and improving cash flow within the restaurant business ⁸⁰. The company also intends to seek a listing for BT Group's common stock on a national securities exchange ⁸¹. Management acknowledges that the proposed spin-off is not expected to qualify as a tax-free transaction for U.S. federal income tax purposes, and stockholders may incur taxable income ⁸². For the upcoming period, management expects capital expenditures in fiscal 2026 to consist primarily of maintenance capital, equipment replacement, and operational enhancements, and does not currently anticipate significant expansionary capital expenditures ⁸³.