UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
For the quarterly period ended: July |
or |
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
For the transition period from |
Commission File Number: 333-233233
BT BRANDS, INC. | |
|
Wyoming |
|
|
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
|
|
|
405 Main Avenue West, Suite 2D, West Fargo, | 58078 | |
(Address of principal executive offices) |
| (Zip Code) |
(307) 274-3055 |
(Registrant’s telephone number, including area code) |
NONE |
(Former name former address and former fiscal year if changed since last report) |
Securities registered pursuant to Section 12(b) of the Act: |
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
Common |
| BTBD |
| The NASDAQ Stock Market LLC |
Warrant to Purchase Common Stock |
| BTBDW |
| The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for a such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such a shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated Filer | ☒ | Smaller reporting company | ☒ |
|
| Emerging | ☒ |
If an emerging growth company, indicate by a check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ |
Indicate by check mark whether the registrant isany error corrections are restatements that required a shell company (as defined in Rule 12b-2recovery analysis of incentive-based compensation received by any of the Exchange Act)registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Yes ☒ No
At August 10, 2022,16, 2023, there were 6,461,1186,246,118 shares of common stock outstanding.
CAUTIONARY STATEMENT REGARDING RISKS
AND UNCERTAINTIES THAT MAY AFFECT FUTURE RESULTS
Forward-Looking Information
This quarterly report contains forward-looking statements about the business, financial condition and prospects of BT Brands, Inc. and its wholly-owned subsidiaries (together, “BT Brands” or the “Company”). Forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, can be identified by the use of forward-looking terminology such as “believes,” “projects,” “expects,” “may,” “estimates,” “should,” “plans,” “targets,” “intends,” “could,” “would,” “anticipates,” “potential,” “confident,” “optimistic” or the negative thereof, or other variations thereon, or comparable terminology, or by discussions of strategy, objectives, estimates, guidance, expectations, and future plans. Forward-looking statements can also be identified by the fact that these statements do not relate strictly to historical or current matters. Forward-lookingRather, forward-looking statements relate to anticipated or expected events, activities, trends or results. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties.
While we believethe Company believes the expectations reflected in forward-looking statements are reasonable, there can be no assurances that such expectations will prove to be accurate. Certain factors may cause results to differ materially from those anticipated by theSecurity holders are cautioned that such forward-looking statements involve risks and uncertainties. You should evaluate all forward-looking statements made in this quarterly report. Such factors may include, without limitation, the risks, uncertainties, and regulatory developments (1) related to public health, which include risks and uncertainties related to COVID in its various forms, the impact of governmental regulations that have been and mayreport in the future be, imposed in response tocontext of the pandemic which potentially could have an impact on discretionary consumer spending and (2) those discussed and described in our 2021 annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 17, 2022. Many of these risks and uncertainties are beyond our ability to control or predict; in many cases, the risks and uncertaintiesfactors that could cause its actual resultsoutcomes to differ materially from those indicated by the forward-looking statements. The forward-looking statements contained in this quarterly report speak only as of the date of this quarterly report. We expressly disclaim any obligation or undertaking to report any updates or revisions to any such statement to reflect any change in our expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law.expectations. These factors include, but are not limited to:
| · | capital requirements and the availability of capital to fund our growth; |
· | difficulties executing our growth strategy, including completing profitable acquisitions; | |
· | the impact of public health matters; | |
· | the risks of acquiring an existing restaurant business, including identifying a suitable target, completing comprehensive due diligence, the impact on our financial condition of any debt we may incur in acquiring the target, the ability to integrate the target’s operations with our existing operations, our ability to retain management and key employees of the target, among other factors relevant to acquisitions; | |
· | challenges related to hiring and retaining store employees at competitive wage rates; | |
· | our failure to prevent food safety and foodborne illness incidents; | |
· | shortages or interruptions in the supply or delivery of food products; | |
· | our dependence on a small number of suppliers and a single distribution company; | |
· | negative publicity relating to any one of our restaurants; | |
· | competition from other restaurant chains with significantly greater resources than we have; | |
· | changes in economic conditions, including the effects on consumer confidence and discretionary spending; | |
· | changes in consumer tastes and nutritional and dietary trends; | |
· | our inability to manage our growth; | |
· | our inability to maintain an adequate level of cash flow or access to capital to grow; | |
· | changes in management, loss of key personnel, and difficulty hiring and retaining skilled personnel; | |
· | labor shortages and increased labor costs; | |
· | our vulnerability to increased food, commodity, and energy costs; | |
· | the impact of governmental laws and regulations; | |
· | failure to obtain and maintain required licenses and permits to comply with food control regulations; | |
· | changes in economic conditions and adverse weather, and other unforeseen conditions, in regions where our restaurants are located; | |
· | inadequately protecting our intellectual property; | |
· | breaches of security of confidential consumer information; and | |
· | other factors discussed in the Company’s Annual Report on Form 10-K under “Business” and “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” |
2 |
PART I — FINANCIAL INFORMATIONWe caution you that the factors referenced above may not contain all the important factors to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences we anticipate or affect us or our operations in the ways we expect. The forward-looking statements included in this report are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law. If we update one or more forward-looking statements, no inference should be made that we will make additional updates regarding those or other forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.
ITEM 1. FINANCIAL STATEMENTSFrom time to time, oral or written forward-looking statements are also included in our reports on Forms 10-K, 10-Q, and 8-K, our Schedule 14A, our press releases and other materials released to the public. Although we believe that at the time made, the expectations reflected in all of these forward-looking statements are and will be reasonable, any or all of the forward-looking statements may prove to be incorrect. This may occur due to inaccurate assumptions or due to known or unknown risks and uncertainties. Many factors discussed in this Quarterly Report on Form 10-Q, certain of which are beyond our control, will be important in determining our future performance. Consequently, actual results may differ materially from those anticipated from forward-looking statements. In light of these and other uncertainties, you should not regard the inclusion of a forward-looking statement in this Quarterly Report on Form 10-Q or other public communications that we might make as a representation by us that our plans and objectives will be achieved, and you should not place undue reliance on such forward-looking statements.
TABLE OF CONTENTSWe undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. However, your attention is directed to any further disclosures made on related subjects in our subsequent periodic reports filed with the Securities and Exchange Commission.
3 |
TABLE OF CONTENTS
BT BRANDS, INC. AND SUBSIDIARIES | ||||||||
CONSOLIDATED BALANCE SHEETS | ||||||||
| ||||||||
|
| July 3, 2022 |
|
|
| |||
|
| (Unaudited) |
|
| January 2, 2022 |
| ||
ASSETS |
|
|
|
|
|
| ||
CURRENT ASSETS |
|
|
|
|
|
| ||
Cash |
| $ | 8,295,952 |
|
| $ | 12,385,632 |
|
Marketable securities |
|
| 527,750 |
|
|
| 0 |
|
Receivables |
|
| 36,068 |
|
|
| 72,251 |
|
Inventory |
|
| 146,892 |
|
|
| 79,510 |
|
Prepaid expenses and other current assets |
|
| 53,460 |
|
|
| 27,186 |
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
| 9,060,122 |
|
|
| 12,564,579 |
|
|
|
|
|
|
|
|
|
|
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET |
|
| 2,977,153 |
|
|
| 1,592,338 |
|
OPERATING LEASES RIGHT-OF-USE ASSETS |
|
| 1,146,167 |
|
|
| 0 |
|
INVESTMENTS |
|
| 1,549,828 |
|
|
| 75,000 |
|
GOODWILL |
|
| 488,431 |
|
|
| 0 |
|
INTANGIBLE ASSETS |
|
| 425,000 |
|
|
| 0 |
|
OTHER ASSETS, net |
|
| 285,285 |
|
|
| 273,810 |
|
|
|
|
|
|
|
|
|
|
Total assets |
| $ | 15,931,986 |
|
| $ | 14,505,727 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
Accounts payable |
| $ | 498,257 |
|
| $ | 291,973 |
|
Current maturities of long-term debt |
|
| 171,358 |
|
|
| 169,908 |
|
Current operating lease obligations |
|
| 134,188 |
|
|
| 0 |
|
Accrued expenses |
|
| 575,790 |
|
|
| 254,341 |
|
Income taxes payable |
|
| 8,000 |
|
|
| 209,088 |
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
| 1,387,593 |
|
|
| 925,310 |
|
|
|
|
|
|
|
|
|
|
LONG-TERM DEBT, LESS CURRENT PORTION |
|
| 2,750,279 |
|
|
| 2,833,064 |
|
NONCURRENT LEASE OBLIGATIONS |
|
| 1,015,610 |
|
|
| 0 |
|
DEFERRED INCOME TAXES |
|
| 51,510 |
|
|
| 119,000 |
|
Total liabilities |
|
| 5,204,992 |
|
|
| 3,877,374 |
|
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
Preferred stock, $0.001 par value, 2,000,000 shares authorized, no shares outstanding at July 3, 2022 and January 2, 2022 |
|
| 0 |
|
|
| 0 |
|
Common stock, $0.002 par value, 50,000,000 authorized, 6,461,118 and 6,447,506 shares issued and outstanding at July 3, 2022 and January 2, 2022, respectively |
|
| 12,922 |
|
|
| 12,895 |
|
Additional paid-in capital |
|
| 11,363,935 |
|
|
| 11,215,696 |
|
Accumulated deficit |
|
| (649,863 | ) |
|
| (600,238 | ) |
|
|
|
|
|
|
|
|
|
Total shareholders' equity |
|
| 10,726,994 |
|
|
| 10,628,353 |
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders' equity |
| $ | 15,931,986 |
|
| $ | 14,505,727 |
|
|
|
|
|
|
|
|
|
|
See Notes to Condensed Consolidated Financial Statements |
4 |
Table of Contents |
BT BRANDS, INC. AND SUBSIDIARIES | ||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF INCOME | ||||||||||||||||
(Unaudited) | ||||||||||||||||
| ||||||||||||||||
|
| 26 Weeks Ended |
|
| 26 Weeks Ended, |
|
| 13 Weeks Ended, |
|
| 13 Weeks Ended, |
| ||||
|
| July 3, 2022 |
|
| July 4, 2021 |
|
| July 3, 2022 |
|
| July 4, 2021 |
| ||||
SALES |
| $ | 5,598,076 |
|
| $ | 4,323,555 |
|
| $ | 3,524,881 |
|
| $ | 2,382,683 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COSTS AND EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restaurant operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Food and paper costs |
|
| 1,786,828 |
|
|
| 1,636,053 |
|
|
| 1,311,373 |
|
|
| 908,760 |
|
Labor costs |
|
| 435,920 |
|
|
| 1,186,719 |
|
|
| 1,179,118 |
|
|
| 621,227 |
|
Occupancy costs |
|
| 332,181 |
|
|
| 303,654 |
|
|
| 261,282 |
|
|
| 167,106 |
|
Other operating expenses |
|
| 178,701 |
|
|
| 252,081 |
|
|
| 212,314 |
|
|
| 128,872 |
|
Depreciation and amortization expenses |
|
| 178,701 |
|
|
| 113,394 |
|
|
| 109,286 |
|
|
| 58,558 |
|
General and administrative expenses |
|
| 746,717 |
|
|
| 220,982 |
|
|
| 455,656 |
|
|
| 110,983 |
|
Total costs and expenses |
|
| 5,513,303 |
|
|
| 3,712,883 |
|
|
| 3,529,029 |
|
|
| 1,995,506 |
|
Income from operations |
|
| 84,773 |
|
|
| 610,672 |
|
|
| (4,148 | ) |
|
| 387,177 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNREALIZED LOSS ON MARKETABLE SECURITIES |
|
| (80,238 | ) |
|
| 0 |
|
|
| (80,238 | ) |
|
| 0 |
|
INTEREST AND OTHER INCOME |
|
| 9,473 |
|
|
| 0 |
|
|
| 9,473 |
|
|
| 0 |
|
INTEREST EXPENSE |
|
| (54,461 | ) |
|
| (128,232 | ) |
|
| (26,190 | ) |
|
| (89,661 | ) |
EQUITY IN NET LOSS OF AFFILIATE |
|
| (14,172 | ) |
|
| 0 |
|
|
| (14,172 | ) |
|
| 0 |
|
INCOME (LOSS) BEFORE TAXES |
|
| (54,625 | ) |
|
| 482,440 |
|
|
| (115,275 | ) |
|
| 297,516 |
|
INCOME TAX (EXPENSE) BENEFIT |
|
| 5,000 |
|
|
| (135,000 | ) |
|
| 23,000 |
|
|
| (85,000 | ) |
NET INCOME (LOSS) |
| $ | (49,625 | ) |
| $ | 347,440 |
|
| $ | (92,275 | ) |
| $ | 212,516 |
|
NET INCOME (LOSS) PER COMMON SHARE - Basic and Diluted |
| $ | (0.01 | ) |
| $ | 0.09 |
|
| $ | (0.01 | ) |
| $ | 0.05 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE SHARES USED IN COMPUTING PER COMMON SHARE AMOUNTS - Basic and Diluted |
|
| 6,458,276 |
|
|
| 4,047,502 |
|
| 6,461,118 |
|
|
| 4,047,502 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Condensed Financial Statements |
PART I FINANCIAL INFORMATION
BT BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
|
| Unaudited |
|
|
| |||
|
| July 2, 2023 |
|
| January 1, 2023 |
| ||
ASSETS |
|
|
|
|
|
| ||
CURRENT ASSETS |
|
|
|
|
|
| ||
Cash and cash equivalents |
| $ | 5,704,879 |
|
| $ | 2,150,578 |
|
Marketable securities |
|
| 1,233,796 |
|
|
| 5,994,295 |
|
Receivables |
|
| 35,412 |
|
|
| 76,948 |
|
Inventory |
|
| 191,206 |
|
|
| 158,351 |
|
Prepaid expenses and other current assets |
|
| 58,140 |
|
|
| 37,397 |
|
Assets held for sale |
|
| 258,751 |
|
|
| 446,524 |
|
Total current assets |
|
| 7,482,184 |
|
|
| 8,864,093 |
|
|
|
|
|
|
|
|
|
|
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET |
|
| 3,276,683 |
|
|
| 3,294,644 |
|
OPERATING LEASES RIGHT-OF-USE ASSETS |
|
| 1,890,044 |
|
|
| 2,004,673 |
|
INVESTMENTS |
|
| 1,224,837 |
|
|
| 1,369,186 |
|
DEFERRED INCOME TAXES |
|
| 143,000 |
|
|
| 61,000 |
|
GOODWILL |
|
| 671,220 |
|
|
| 671,220 |
|
INTANGIBLE ASSETS, NET |
|
| 411,713 |
|
|
| 453,978 |
|
OTHER ASSETS, NET |
|
| 50,052 |
|
|
| 50,903 |
|
Total assets |
|
|
|
|
|
|
|
|
|
| $ | 15,149,733 |
|
| $ | 16,769,697 |
|
LIABILITIES AND SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
Accounts payable |
| $ | 639,226 |
|
| $ | 448,605 |
|
Broker margin loan |
|
| - |
|
|
| 791,370 |
|
Current maturities of long-term debt |
|
| 164,866 |
|
|
| 167,616 |
|
Current operating lease obligations |
|
| 286,114 |
|
|
| 193,430 |
|
Accrued expenses |
|
| 451,891 |
|
|
| 532,520 |
|
Total current liabilities |
|
| 1,542,097 |
|
|
| 2,133,541 |
|
|
|
|
|
|
|
|
|
|
LONG-TERM DEBT, LESS CURRENT PORTION |
|
| 2,374,705 |
|
|
| 2,658,477 |
|
NONCURRENT OPERATING LEASE OBLIGATIONS |
|
| 1,628,754 |
|
|
| 1,825,057 |
|
Total liabilities |
|
| 5,545,556 |
|
|
| 6,617,075 |
|
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
Preferred stock, $0.001 par value, 2,000,000 shares authorized, |
|
|
|
|
|
|
|
|
no shares outstanding at July 2, 2023 and January 1, 2023 |
|
| - |
|
|
| - |
|
Common stock, $0.002 par value, 50,000,000 authorized, 6,246,118 |
|
|
|
|
|
|
|
|
issued and outstanding at July 2, 2023 and 6,396,118 issued |
|
|
|
|
|
|
|
|
and outstanding at January 1, 2023, respectively |
|
| 12,492 |
|
|
| 12,792 |
|
Less cost of 215,000 and 65,000 common shares held in Treasury |
|
|
|
|
|
|
|
|
at July 2, 2023 and January 1, 2023, respectively |
|
| (356,807 | ) |
|
| (106,882 | ) |
Additional paid-in capital |
|
| 11,486,535 |
|
|
| 11,409,235 |
|
Accumulated deficit |
| (1,538,043 | ) |
|
| (1,162,523 | ) | |
|
|
|
|
|
|
|
|
|
Total shareholders' equity |
|
| 9,604,177 |
|
|
| 10,152,622 |
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders' equity |
| $ | 15,149,733 |
|
| $ | 16,769,697 |
|
See Notes to Consolidated Condensed Financial Statements
5 |
Table of Contents |
BT BRANDS, INC. AND SUBSIDIARIES | ||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||
(Unaudited) | ||||||||||
|
|
|
| |||||||
| 26 Weeks ended, |
| ||||||||
|
| July 3, 2022 |
|
| July 4, 2021 |
| ||||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
| ||||
Net Income (Loss) |
| $ | (49,625 | ) |
| $ | 347,440 |
| ||
Adjustments to reconcile net income to net cash |
|
|
|
|
|
|
|
| ||
provided by operating activities- |
|
|
|
|
|
|
|
| ||
Depreciation and amortization |
|
| 178,701 |
|
|
| 113,394 |
| ||
Amortization of debt issuance premium included in interest expense |
|
| 2,700 |
|
|
| 54,205 |
| ||
Deferred taxes |
|
| (67,490 | ) |
|
| 28,000 |
| ||
Stock-based compensation |
|
| 73,400 |
|
|
| 0 |
| ||
Unrealized loss on marketable securities |
|
| 80,238 |
|
|
| 0 |
| ||
Loss on equity method investment |
|
| 14,172 |
|
|
| 0 |
| ||
Changes in operating assets and liabilities, net of acquisitions - |
|
|
|
|
|
|
|
| ||
Receivables |
|
| 36,183 |
|
|
| (12,721 | ) | ||
Inventory |
|
| (33,833 | ) |
|
| (9,913 | ) | ||
Prepaid expenses and other current assets |
|
| (26,274 | ) |
|
| (5,888 | ) | ||
Accounts payable |
|
| 206,284 |
|
|
| 127,814 |
| ||
Accrued expenses |
|
| 284,700 |
|
|
| (161,074 | ) | ||
Income taxes payable |
|
| (201,088 | ) |
|
| 14,994 |
| ||
Net cash provided by operating activities |
|
| 498,068 |
|
|
| 496,251 |
| ||
|
|
|
|
|
|
|
|
| ||
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
| ||
Acquisition of net assets of Keegan's Seafood Grille |
|
| (1,150,000 | ) |
|
| 0 |
| ||
Acquisition of net assets of Pie In The Sky Coffee and Bakery |
|
| (1,159,600 | ) |
|
| 0 |
| ||
Investment in Bagger Dave's Burger Tavern, Inc. |
|
| (1,260,000 | ) |
|
| 0 |
| ||
Purchase of property and equipment |
|
| (159,491 | ) |
|
| (67,003 | ) | ||
Investment in related company |
|
| (229,000 | ) |
|
| 0 |
| ||
Purchase of marketable securities |
|
| (607,988 | ) |
|
| 0 |
| ||
Other assets |
|
| (12,500 | ) |
|
| 0 |
| ||
Net cash used in investing activities |
|
| (4,578,579 | ) |
|
| (67,003 | ) | ||
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
| ||
Proceeds from long-term debt |
|
| 0 |
|
|
| 3,107,100 |
| ||
Principal payment on long-term debt |
|
| (84,035 | ) |
|
| (3,077,784 | ) | ||
Proceeds from exercise of common stock warrants |
|
| 74,866 |
|
|
| 0 |
| ||
Payment of debt issuance costs |
|
| 0 |
|
|
| (49,699 | ) | ||
Payment of deferred offering costs |
|
| 0 |
|
|
| (9,192 | ) | ||
Net cash used in financing activities |
|
| (9,169 | ) |
|
| (29,575 | ) | ||
|
|
|
|
|
|
|
|
| ||
CHANGE IN CASH |
|
| (4,089,680 | ) |
|
| 399,673 |
| ||
|
|
|
|
|
|
|
|
| ||
CASH, BEGINNING OF PERIOD |
|
| 12,385,632 |
|
|
| 1,321,244 |
| ||
|
|
|
|
|
|
| - |
| ||
CASH, END OF PERIOD |
| $ | 8,295,952 |
|
| $ | 1,720,917 |
| ||
|
|
|
|
|
|
|
|
| ||
SUPPLEMENTAL DISCLOSURES |
|
|
|
|
|
|
|
| ||
Cash paid for interest |
| $ | 51,761 |
|
| $ | 68,700 |
| ||
Cash paid for income taxes |
| $ | 209,088 |
|
| $ | 92,006 |
| ||
|
|
|
|
|
|
|
|
| ||
See Notes to Consolidated Condensed Financial Statements |
BT BRANDS, INC. AND SUBSIDIARIES | ||||||||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||||||
(Unaudited) | ||||||||||||||||
| ||||||||||||||||
|
| 26 Weeks Ended |
|
| 26 Weeks Ended, |
|
| 13 Weeks Ended, |
|
| 13 Weeks Ended, |
| ||||
|
| July 2, 2023 |
|
| July 3, 2022 |
|
| July 2, 2023 |
|
| July 3, 2023 |
| ||||
SALES |
| $ | 7,070,763 |
|
| $ | 5,598,076 |
|
| $ | 3,999,965 |
|
| $ | 3,524,881 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COSTS AND EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restaurant operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Food and paper costs |
|
| 2,898,498 |
|
|
| 2,032,956 |
|
|
| 1,608,175 |
|
|
| 1,311,373 |
|
Labor costs |
|
| 2,615,136 |
|
|
| 1,786,828 |
|
|
| 1,412,376 |
|
|
| 1,179,118 |
|
Occupancy costs |
|
| 505,861 |
|
|
| 435,920 |
|
|
| 148,736 |
|
|
| 261,282 |
|
Other operating expenses |
|
| 394,243 |
|
|
| 332,181 |
|
|
| 198,629 |
|
|
| 212,314 |
|
Depreciation and amortization expenses |
|
| 356,027 |
|
|
| 178,701 |
|
|
| 192,520 |
|
|
| 109,286 |
|
General and administrative expenses |
|
| 944,992 |
|
|
| 746,717 |
|
|
| 519,077 |
|
|
| 455,656 |
|
Gain on sale of assets |
|
| (313,688 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
Total costs and expenses |
|
| 7,401,069 |
|
|
| 5,513,303 |
|
|
| 4,079,513 |
|
|
| 3,529,029 |
|
Income (loss) from operations |
|
| (330,306 | ) |
|
| 84,773 |
|
|
| (79,548 | ) |
|
| (4,148 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNREALIZED GAIN (LOSS) ON MARKETABLE SECURITIES |
|
| (23,064 | ) |
|
| (80,238 | ) |
|
| (92,919 | ) |
|
| (80,238 | ) |
INTEREST AND OTHER INCOME |
|
| 90,810 |
|
|
| 9,473 |
|
|
| 1,761 |
|
|
| 9,473 |
|
INTEREST EXPENSE |
|
| (49,909 | ) |
|
| (54,461 | ) |
|
| (24,376 | ) |
|
| (26,190 | ) |
EQUITY IN NET LOSS OF AFFILIATE |
|
| (145,050 | ) |
|
| (14,172 | ) |
|
| (90,651 | ) |
|
| (14,172 | ) |
LOSS BEFORE TAXES |
|
| (457,520 | ) |
|
| (54,625 | ) |
|
| (285,734 | ) |
|
| (115,275 | ) |
INCOME TAX BENEFIT |
|
| 82,000 |
|
|
| 5,000 |
|
|
| 52,000 |
|
|
| 23,000 |
|
NET LOSS |
| $ | (375,520 | ) |
| $ | (49,625 | ) |
| $ | (233,734 | ) |
| $ | (92,275 | ) |
NET LOSS PER COMMON SHARE - Basic and Diluted |
| $ | (0.06 | ) |
| $ | (0.01 | ) |
| $ | (0.04 | ) |
| $ | (0.01 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE SHARES USED IN COMPUTING PER COMMON SHARE AMOUNTS - Basic and Diluted |
|
| 6,261,631 |
|
|
| 6,458,276 |
|
|
| 6,246,114 |
|
|
| 6,461,118 |
|
See Notes to Consolidated Condensed Financial Statements
6 |
Table of Contents |
BT BRANDS, INC. AND SUBSIDIARIES | BT BRANDS, INC. AND SUBSIDIARIES | BT BRANDS, INC. AND SUBSIDIARIES | ||||||||||||||||||||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY | ||||||||||||||||||||||||||||||||||||||||||||
|
| (Unaudited) |
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY | CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY | |||||||||||||||||||||||||||||||||||||||||||
(Unaudited) | (Unaudited) | |||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
For the 26-week periods- |
|
|
| Common Stock |
| Additional |
| Accumulated |
|
|
|
|
|
| Common Stock |
| Additional Paid-in |
| Accumulated |
| Treasury |
|
|
| ||||||||||||||||||||
|
| Shares |
| Amount |
| Paid-in Capital |
| (Deficit) |
| Total |
|
| Shares |
| Amount |
| Capital |
| (Deficit) |
| Stock |
| Total |
| ||||||||||||||||||||
Balances, January 1, 2023 |
| 6,396,118 |
| $ | 12,792 |
| $ | 11,409,235 |
| $ | (1,162,523 | ) |
| $ | (106,882 | ) |
| $ | 10,152,622 |
| ||||||||||||||||||||||||
Stock-based compensation |
| - |
| - |
| 77,300 |
| - |
| - |
| 77,300 |
| |||||||||||||||||||||||||||||||
Treasury stock purchase |
| (150,000 | ) |
| (300 | ) |
|
|
| - |
| (249,925 | ) |
| (250,225 | ) | ||||||||||||||||||||||||||||
Net loss |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (375,520 | ) |
|
| - |
|
|
| (375,520 | ) | ||||||||||||||||||||
Balances, July 2, 2023 |
|
| 6,246,118 |
|
| $ | 12,492 |
|
| $ | 11,486,535 |
|
| $ | (1,538,043 | ) |
| $ | (356,807 | ) |
| $ | 9,604,177 |
| ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Balances, January 2, 2022 |
| 6,447,506 |
| $ | 12,895 |
| $ | 11,215,696 |
| $ | (600,238 | ) |
| $ | 10,628,353 |
|
| 6,447,506 |
| $ | 12,895 |
| $ | 11,215,696 |
| $ | (600,238 | ) |
| $ | - |
| $ | 10,628,353 |
| |||||||||
Stock-based compensation |
| - |
| 0 |
| 73,400 |
| 0 |
| 73,400 |
|
| - |
| - |
| 73,400 |
| - |
| - |
| 73,400 |
| ||||||||||||||||||||
Shares issued in exercise of warrants |
| 13,612 |
| 27 |
| 74,839 |
| 0 |
| 74,866 |
|
| 13,612 |
| 27 |
| 74,839 |
| - |
| - |
| 74,866 |
| ||||||||||||||||||||
Net loss |
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| (49,625 | ) |
|
| (49,625 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (49,625 | ) |
|
| - |
|
|
| (49,625 | ) |
Balances, July 3, 2022 |
|
| 6,461,118 |
|
| $ | 12,922 |
|
| $ | 11,363,935 |
|
| $ | (649,863 | ) |
| $ | 10,726,994 |
|
|
| 6,461,118 |
|
| $ | 12,922 |
|
| $ | 11,363,935 |
|
| $ | (649,863 | ) |
| $ | - |
|
| $ | 10,726,994 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||
|
|
|
| Common Stock |
| Additional |
| Accumulated |
|
|
| |||||||||||||||||||||||||||||||||
|
| Shares |
| Amount |
| Paid-in Capital |
| (Deficit) |
| Total |
| |||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||
Balances, January 3, 2021 |
| 4,047,502 |
| $ | 8,095 |
| $ | 497,671 |
| $ | (1,208,089 | ) |
| $ | (702,323 | ) | ||||||||||||||||||||||||||||
Net income |
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| 347,440 |
|
|
| 347,440 |
| ||||||||||||||||||||||||
Balances, July 4, 2021 |
|
| 4,047,502 |
|
| $ | 8,095 |
|
| $ | 497,671 |
|
| $ | (860,649 | ) |
| $ | (354,883 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||
For the 13-week periods- |
|
|
| Common Stock |
| Additional |
| Accumulated |
|
|
| |||||||||||||||||||||||||||||||||
|
| Shares |
| Amount |
| Paid-in Capital |
| (Deficit) |
| Total |
| |||||||||||||||||||||||||||||||||
Balances, April 3, 2022 |
| 6,461,118 |
| $ | 12,922 |
| $ | 11,324,035 |
| $ | (557,588 | ) |
| $ | 10,779,369 |
| ||||||||||||||||||||||||||||
Stock-based compensation |
| - |
| 0 |
| 39,900 |
| 0 |
| 39,900 |
| |||||||||||||||||||||||||||||||||
Net loss |
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| (92,275 | ) |
|
| (92,275 | ) | ||||||||||||||||||||||||
Balances, July 3, 2022 |
|
| 6,461,118 |
|
| $ | 12,922 |
|
| $ | 11,363,935 |
|
| $ | (649,863 | ) |
| $ | 10,726,994 |
| ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||
|
|
|
| Common Stock |
| Additional |
| Accumulated |
|
|
| |||||||||||||||||||||||||||||||||
|
| Shares |
| Amount |
| Paid-in Capital |
| (Deficit) |
| Total |
| |||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||
Balances, April 4, 2021 |
| 4,047,502 |
| $ | 8,095 |
| $ | 497,671 |
| $ | (1,073,165 | ) |
| $ | (567,399 | ) | ||||||||||||||||||||||||||||
Net income |
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| 212,516 |
|
|
| 212,516 |
| ||||||||||||||||||||||||
Balances, July 4, 2021 |
|
| 4,047,502 |
|
| $ | 8,095 |
|
| $ | 497,671 |
|
| $ | (860,649 | ) |
| $ | (354,883 | ) |
For the 13-week periods- |
|
|
| Common Stock |
|
| Additional Paid-in |
|
| Accumulated |
|
| Treasury |
|
|
| ||||||||
|
| Shares |
|
| Amount |
|
| Capital |
|
| (Deficit) |
|
| Stock |
|
| Total |
| ||||||
Balances, April 2, 2023 |
|
| 6,246,118 |
|
| $ | 12,492 |
|
| $ | 11,445,135 |
|
| $ | (1,304,309 | ) |
| $ | (356,807 | ) |
| $ | 9,796,511 |
|
Stock-based compensation |
|
| - |
|
|
| - |
|
|
| 41,400 |
|
|
| - |
|
|
| - |
|
|
| 41,400 |
|
Net loss |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (233,734 | ) |
|
| - |
|
|
| (233,734 | ) |
Balances, July 2, 2023 |
|
| 6,246,118 |
|
| $ | 12,492 |
|
| $ | 11,486,535 |
|
| $ | (1,538,043 | ) |
| $ | (356,807 | ) |
| $ | 9,604,177 |
|
|
|
|
| Common Stock |
|
| Additional Paid-in |
|
| Accumulated |
|
| Treasury |
|
|
| ||||||||
|
| Shares |
|
| Amount |
|
| Capital |
|
| (Deficit) |
|
| Stock |
|
| Total |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Balances, April 3, 2022 |
|
| 6,461,118 |
|
| $ | 12,922 |
|
| $ | 11,324,035 |
|
| $ | (557,588 | ) |
| $ | - |
|
| $ | 10,779,369 |
|
Stock-based compensation |
|
| - |
|
|
| - |
|
|
| 39,900 |
|
|
| - |
|
|
| - |
|
|
| 39,900 |
|
Net loss |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (92,275 | ) |
|
| - |
|
|
| (92,275 | ) |
Balances, July 3, 2022 |
|
| 6,461,118 |
|
| $ | 12,922 |
|
| $ | 11,363,935 |
|
| $ | (649,863 | ) |
| $ | - |
|
| $ | 10,726,994 |
|
See Notes to Consolidated Condensed Consolidated Financial Statements
7 |
Table of Contents |
BT BRANDS, INC. AND SUBSIDIARIES | |||||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||||||
(Unaudited) | |||||||||||
| 26 Weeks ended, |
| |||||||||
|
| July 2, 2023 |
|
| July 3, 2022 |
| |||||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
| |||||
Net loss |
| $ | (375,520 | ) |
| $ | (49,625 | ) | |||
Adjustments to reconcile net loss to net cash |
|
|
|
|
|
|
|
| |||
provided (used) by operating activities- |
|
|
|
|
|
|
|
| |||
Depreciation and amortization |
|
| 356,027 |
|
|
| 178,701 |
| |||
Amortization of debt issuance premium included in interest expense |
|
| 2,700 |
|
|
| 2,700 |
| |||
Deferred taxes |
|
| (82,000 | ) |
|
| (67,490 | ) | |||
Stock-based compensation |
|
| 77,300 |
|
|
| 73,400 |
| |||
Unrealized loss on marketable securities |
|
| 23,064 |
|
|
| 80,238 |
| |||
Investment gains |
|
| (29,178 | ) |
|
| - |
| |||
Loss on equity method investment |
|
| 145,050 |
|
|
| 14,172 |
| |||
Gain on sale of assets |
|
| (313,688 | ) |
|
| - |
| |||
Non-cash operating lease expense |
|
| 10,309 |
|
|
| - |
| |||
Property tax liability settlement |
|
| (181,339 | ) |
|
| - |
| |||
Changes in operating assets and liabilities, net of acquisitions - |
|
|
|
|
|
|
|
| |||
Receivables |
|
| 41,536 |
|
|
| 36,183 |
| |||
Inventory |
|
| (32,855 | ) |
|
| (33,833 | ) | |||
Prepaid expenses and other current assets |
|
| (20,743 | ) |
|
| (26,274 | ) | |||
Accounts payable |
|
| 166,879 |
|
|
| 206,284 |
| |||
Accrued expenses |
|
| 100,710 |
|
|
| 284,700 |
| |||
Income taxes payable |
|
| - |
|
|
| (201,088 | ) | |||
Net cash provided (used) by operating activities |
|
| (111,747 | ) |
|
| 498,068 |
| |||
|
|
|
|
|
|
|
|
| |||
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
| |||
Acquisition of net assets of Keegan's Seafood Grille |
|
| - |
|
|
| (1,150,000 | ) | |||
Acquisition of net assets of Pie In The Sky Coffee and Bakery |
|
| - |
|
|
| (1,159,600 | )) | |||
Investment in Bagger Dave's Burger Tavern, Inc. |
|
| - |
|
|
| (1,260,000 | ) | |||
Proceeds from sale of assets |
|
| 496,000 |
|
|
| - |
| |||
Purchase of property and equipment |
|
| (265,747 | ) |
|
| (159,491 | ) | |||
Investment in related company |
|
| - |
|
|
| (229,000 | ) | |||
Purchase of marketable securities |
|
| (1,091,736 | ) |
|
| (607,988 | ) | |||
Proceeds from the sale of marketable securities |
|
| 5,858,348 |
|
|
| - |
| |||
Other assets |
|
| - |
|
|
| (12,500 | ) | |||
Net cash provided by (used) in investing activities |
|
| 4,996,865 |
|
|
| (4,578,579 | ) | |||
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
| |||
Repayment of broker margin loan |
|
| (791,370 | ) |
|
| - |
| |||
Principal payment on long-term debt |
|
| (289,222 | ) |
|
| (84,035 | ) | |||
Proceeds from exercise of common stock warrants |
|
| - |
|
|
| 74,866 |
| |||
Purchase of treasury shares |
|
| (250,225 | ) |
|
| - |
| |||
Net cash used in financing activities |
|
| (1,330,817 | ) |
|
| (9,169 | ) | |||
|
|
|
|
|
|
|
|
| |||
CHANGE IN CASH and CASH EQUIVALENTS |
|
| 3,554,301 |
|
|
| (4,089,680 | ) | |||
|
|
|
|
|
|
|
|
| |||
CASH and CASH EQUIVALVENTS, BEGINNING OF PERIOD |
|
| 2,150,578 |
|
|
| 12,385,632 |
| |||
|
|
|
|
|
|
| - |
| |||
CASH AND CASH EQUIVALENTS, END OF PERIOD |
| $ | 5,704,879 |
|
| $ | 8,295,952 |
| |||
|
|
|
|
|
|
|
|
| |||
SUPPLEMENTAL DISCLOSURES |
|
|
|
|
|
|
|
| |||
Cash paid for interest |
| $ | 47,209 |
|
| $ | 51,761 |
| |||
Cash paid for income taxes |
| $ | - |
|
| $ | 209,088 |
| |||
Purchase of property and equipment included in accounts payable |
| $ | 23,742 |
|
| $ | - |
|
BT BRANDS, INC.
See Notes to Consolidated Financial Statements
8 |
Table of Contents |
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include the accounts of BT Brands, Inc., and its subsidiaries (the “Company,” “we,” “our,” “us,” or “BT Brands,” or “BT”Brands”) and have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) requirements for Form 10-Q and Article 10 of Regulation S-X. All intercompany accounts and transactions have been eliminated in consolidation. The financial statementsconsolidation and have been prepared on a basis consistent in all material respects with the accounting policies for the fiscal year endedending January 2, 2022.1, 2023. In our opinion, all adjustments, which are normal and recurring in nature, necessary for a fair presentation of our financial position and results of operation have been included. 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 3, 2022,2, 2023, does not include all of the disclosures required by GAAP. TheseAccordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of January 2, 2022,1, 2023, and the related notes thereto included in ourthe Company’s Form 10-K for the fiscal year ended January 2, 2022.1, 2023.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and the differences could be material.
The Company
BT Brands, Inc. (the “Company”) was incorporated as Hartmax of NY Inc. on January 19, 2016. Effective July 30, 2018, the Company acquired 100% of BTND, LLC.
Business
We operate restaurants in the eastern two-thirds of the United States. As of July 3, 2022, BT Brands2, 2023, including our 41.2% owned andBagger Dave’s business, we operated twelveeighteen restaurants including nine Burger Time restaurants incomprising the North Central region of the United States, a Dairy Queen fast-food franchised location in suburban Minneapolis, Minnesota, collectively (“BTND”). We own Keegan’s Seafood Grille (“Keegan’s”), a dine-in restaurant located in Florida, and Pie In The Sky Coffee and Bakery (“PIE”), a casual dining coffee shop and bakery located in Woods Hole, Massachusetts. Our Burger Time restaurants feature a variety of burgers and other affordable foods, sides, and soft drinks. Our Dairy Queen restaurant offers the franchisor proscribed menu consisting of burgers, chicken, sides, ice cream, other desserts, and various beverages. Keegan’s Seafood Grille has operated in Indian Rocks Beach, Florida, for more than thirty-five years and offers a variety of traditional fresh seafood items for lunch and dinner. The menu at Keegan’s includes beer and wine. PIE features an array of fresh baked goods, freshly made sandwiches, and our locally roasted coffee. Our revenues are derived from food and beverages at our restaurants; retail goods such as apparel, private-labeled “Keegan’s Hot Sauce,” and other souvenir items account for an insignificant portion of our income.following:
On June 2, 2022, BT Brands completed the purchase of 11,095,085 common shares representing 41.2% of Bagger Dave’s Burger Tavern, Inc. (“Bagger Dave’s”). We acquired the shares from the Bagger Dave’s founder for $1,260,000, or approximately $0.114 per share. Following the investment, representatives of BT Brands were appointed to two of the three positions on Bagger Dave’s Board of Directors. Bagger Dave’s specializes in locally sourced, never-frozen prime rib recipe burgers, all-natural lean turkey burgers, hand-cut fries, locally crafted beers on draft, milkshakes, salads, black bean turkey chili, and pizza. The first Bagger Dave’s opened in January 2008 in Berkley, Michigan. There are currently six Bagger Dave’s restaurants, including four in Michigan and single units in Ft. Wayne, Indiana, and Centerville, Ohio.
· | Eight Burger Time fast-food restaurants and one Dairy Queen franchise located in the North Central region of the United States, collectively (“BTND”); | |
· | Bagger Dave’s Burger Tavern, Inc, a 41.2% owned affiliate, operates six Bagger Dave’s restaurants in Michigan, Ohio, and Indiana (“Bagger Dave’s”); | |
· | Keegan’s Seafood Grille in Indian Rocks Beach, Florida (“Keegan’s”); | |
· | Pie In The Sky Coffee and Bakery in Woods Hole, Massachusetts (“PIE”). | |
· | Village Bier Garten is a German-themed restaurant, bar, and entertainment venue in Cocoa, Florida (“VBG”). |
Our Dairy Queen locationstore 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.
Table of Contents |
Fiscal Year Period
BT Brand’sOur fiscal year is a 52/53-week year, ending on the Sunday, closest to December 31. Most years consist of four 13-week accounting periods comprising athe 52-week year. Fiscal 2022All references to years in this report refer to the 13-week periods in the respective fiscal year periods. The fiscal year 2023 is 52 weeks ending January 1, 2023, and fiscal 2021 was a 52-weeks ending January 2, 2022.December 31, 2023.
Cash and Cash Equivalents
At times, our bank deposits exceed the amount insured by the Federal Deposit Insurance Corporation. In addition, we maintainFor purposes of reporting cash deposits in brokerage accounts, includingand cash flows, cash and cash equivalents includes money market funds above theand is net of outstanding checks and includes amounts on deposit at banks and deposits in transit and excludes transfers out in transit and includes brokerage account money market funds which are not insured amount. We do not believe there is a significant risk related to cash.
Investment
Our 41.2% ownership of Bagger Dave’s is accounted for using the “equity method” of accounting. Under the equity method, our share of the net income (loss) is recognized as income (loss) in our condensed consolidated statements of income and added to (subtracted from) the investment account. Dividends received, if any, are deducted from the investment. See Note 9 for information regarding our related party investment.deposits.
Fair Value of Financial Instruments
OurThe Company’s accounting for fair value measurements of assets and liabilities, including available-for-sale securities, is that they are recognized or disclosed at fair value in the statements on a recurring or nonrecurring basis, adhere to the Financial Accounting Standards Board (FASB) fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value.
The hierarchy prioritizes unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements).
The three levels of the fair value hierarchy are as follows:follows:
| · | Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that |
|
| |
| · | Level 2 inputs are inputs other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the entire term of the asset or liability. |
|
| |
| · | Level 3 |
The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to fair value measurement in its entirety.
The carrying values of cash, receivables, accounts payable and other financial working capital items approximate fair value due to the short maturity nature of these instruments.
Investments in marketable equity securities are carried at fair value. On July 3, 2022,2, 2023, the cost of marketable securities consisted of Nasdaq-listed equity securities withincludes a historicalbond fund at a cost of $607,988.$416,570 and common stocks at a cost of $978,040 for a total cost of $1,394,610 prior to a mark-to-market reduction of $160,814. At January 1, 2023, the fair value of Level 1 investments included common stocks of $713,900 and a corporate bond exchange-traded fund (ETF) of $316,000, a total carrying value of $1,029,900, net of an unrealized mark-to-market loss of $86,422. These investments are reflected in the accompanying financial statements onat July 3, 2022,2, 2023, at the level-one fair value quoted market price in an active market of $527,750. $1,233,796.
Investments
Noncurrent investments at July 2, 2023, include our net equity method investment of $920,837 in Bagger Dave’s and our $304,000 total investment in NGI Corporation. (NGI). In 2020, the Company received equity ownership in NGI as consideration for a loan to NGI. Upon repayment of the loan to NGI, $75,000 was attributed by us to the value of the equity received, which was reflected as additional interest income in 2020. The fair value determined in 2020 continues to be reflected as the value of the investment. On February 12, 2022, we invested $229,000 in Series A1 8% Cumulative Convertible Preferred Stock of NGI, including a five-year warrant to purchase 34,697 common shares of NGI at $1.65 per share. See also Note 8.
Bagger Dave’s common stock is traded on the OTC Pink Sheets market and files quarterly and annual financial reports with OTCMarkets, Inc. under the Alternative Reporting Standard. The listing with OTC Markets does not require the information to be audited. For the thirteen weeks ended June 25, 2023, Bagger Dave’s had sales of $1,966,644 and a net loss of $230,844 and for the 26 weeks in 2023 Bagger Dave's sales were approximately $3,981,000 and the year to date loss was $352,000. For the 26-week period, our 41.2% equity share in the loss was approximately $145,050 and is included in the accompanying statement of operations.
Investments also includes 1,421,647 shares of Noble Roman's, Inc. with a cost and market value of approximately $300,000 representing approximately 6.4% ownership of Noble Roman's. During the third quarter the company was unsuccessful in its effect to have its CEO, Gary Copperud elected to the Noble Roman's board of directors.
10 |
Table of Contents |
Receivables
Receivables consist mainly of estimated rebates due from a primary vendor.
Inventory
Inventory consists of food, beverages and supplies and is stated at a lower of cost (first-in, first-out method) or net realizable value.
Property and Equipment
Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives, ranging from three to thirty years.
We reviewThe Company reviews long-lived assets to determine if the carrying value of these assets is recoverable based on estimated cash flows. Assets are evaluated at the lowest level, for which cash flows can be identified at the restaurant level. In determining future cash flows, estimates are made by usthe Company for the future operating results of each restaurant. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying value of the assets exceeds the fair value of the assets.
Goodwill
Goodwill is the excessLand, building and equipment, operating right of the purchase price over the estimated fair value of acquired business assets. In accordance with GAAP, Goodwill is not amortized. We periodically assess goodwilluse assets and certain other assets, including definite-lived intangible assets, are reviewed regularly for impairment and havewhenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amount of the assets to the future undiscounted net cash flow expected to be generated and is determined thereat the restaurant level. If an asset is nodetermined to be impaired, the recognized impairment is measured by the amount by which the carrying amount of Goodwill at July 3, 2022. the asset exceeds the fair value.
IntangibleImpairment and Disposal of Long-Lived Assets
Intangible assets with estimated finite lives result from business acquisitionsWe closed the Burger Time store in West St. Paul in 2022 and include allocated cost of trademarks, tradenames, a covenant not to compete, websites, and social media accounts. The costs of purchased intangible assets are recorded at the estimated value and are amortized over 4 to 20 years.
Assets Held for Sale
Income Taxesreflected as a reduction of occupancy costs.
The Company providesIncome Taxes
We provide for income taxes under Accounting(Accounting Standards Codification (ASC), 740,740), Accounting for Income Taxes. ASC 740 uses an asset and liability approach in accounting for income taxes. Deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities. They are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. If necessary, we provideThe Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. The deferred tax assets are reviewed periodically for recoverability, and valuation allowances are adjusted as necessary.
As of July 3, 2022, we estimated2, 2023, the Company estimates a current tax provision at the net combined federal and statestatutory rate of approximately 27.5%.
The Company has no accrued interest or penalties relating to income tax obligations. There currently areThe Company has no federal or state examinations in progress. The Companyprogress, nor has notit had any federal or state tax examinations since its inception. All periods since inception remain open for inspection.
Per Common Share Amounts
Net income per common share is computed by dividing net income or loss by the weighted average number of shares of common stock outstanding during the period. Diluted net income or loss per share is calculated 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 per shareper-share amounts if their effect is anti-dilutive. There were no dilutive shares for the periods ending in 20222023 and 2021.
NOTE 2 – ACQUISITIONS
Restaurant Acquisition - Keegan’s
On March 2, 2022, BT Brands, through its 1519BT, LLC subsidiary (“1519BT “), purchased the net assets of Keegan’s, a fresh seafood restaurant located in Indian Rocks Springs, Florida. Concurrent with the purchase, we entered a 131-month lease for the approximately 2800 square foot space that Keegan’s has occupied for more than 35 years. We acquired Keegan’s tradename as part of the purchase and will continue to operate the business as Keegan’s Seafood Grille. The purchase price was approximately $1.15 million, paid in cash at closing.
The Keegan’s acquisition was accounted for using the acquisition method of accounting following ASC 805 “Business Combinations.” Accordingly, the consolidated statements of operations include the results of these operations from the date of acquisition. The assets acquired were recorded at their estimated fair values. The Company recorded provisional amounts and will complete the acquisition accounting once it finalizes its valuation analysis.
As a result of the Keegan’s acquisition, we provisionally recorded $200,000 in goodwill, representing the excess of fair value over the purchase price of the identifiable assets; the allocation to purchased goodwill is expected to be deductible for income tax purposes over fifteen years.
The following table presents the preliminary estimate of the fair value of the assets acquired, and liabilities assumed in the Keegan’s transaction:
Assets acquired: |
|
|
| |
Inventory |
| $ | 10,049 |
|
Equipment |
|
| 428,000 |
|
Leasehold improvements |
|
| 450,000 |
|
Trademark, website, and other intangibles |
|
| 75,000 |
|
|
|
|
|
|
Total identifiable assets |
|
| 963,049 |
|
Assumed current liabilities |
|
| (17,260 | ) |
Net assets acquired |
|
| 945,789 |
|
Goodwill |
|
| 204,211 |
|
Purchase price |
| $ | 1,150,000 |
|
Restaurant Acquisition – Pie In the Sky Coffee and Bakery
On May 11, 2022, our 10Water Street, LLC subsidiary (“10Water”) purchased the net assets of PIE, a bakery and coffee shop located in Woods Hole, Massachusetts. Concurrent with the purchase, we entered into a 60-month lease, including three additional five-year renewal options. The lease covers the approximately 3,500 square feet PIE has operated in for more than 20 years. We acquired the Pie in the Sky tradename and the piecoffee.com website URL as part of the purchase and will continue to operate as Pie in the Sky. The purchase price was approximately $1.16 million, including $1.15 million in cash paid at closing.
The acquisition of PIE was accounted for following ASC 805 “Business Combinations.” Accordingly, the consolidated statements of operations include the results of these operations from the date of acquisition. The assets acquired were recorded at their estimated fair values based on information available as of the closing date. We recorded provisional amounts as of the purchase date and will complete the acquisition accounting once we finalize the valuation analysis.
As a result of the PIE acquisition, we provisionally recorded $270,100 in goodwill, representing the excess of fair value over the purchase price of the identifiable assets, which is expected to be deductible for income tax purposes over fifteen years.2022.
11 |
Table of Contents |
Goodwill, Other Intangible Assets and Other Assets
Goodwill is not amortized. Goodwill is tested for impairment at least annually. The following table presents our preliminary estimatecost of other intangible assets is amortized over the expected useful life. Other assets include the allocated fair value of the assets acquired and liabilities assumedDairy Queen franchise agreement related to our location in the PIE transaction is:Ham Lake, Minnesota, which is amortized over an estimated useful life of 14 years.
Assets acquired: |
|
|
| |
Inventory |
| $ | 23,500 |
|
Equipment |
|
| 400,000 |
|
Furniture and fixtures |
|
| 125,000 |
|
Trademark, website, and other intangibles |
|
| 50,000 |
|
Non-compete agreement |
|
| 300,000 |
|
|
|
|
|
|
Total assets acquired |
|
| 898,500 |
|
|
|
|
|
|
Assumed current liabilities |
|
| (23,120 | ) |
|
|
|
|
|
Net assets acquired |
|
| 875,380 |
|
Goodwill |
|
| 284,220 |
|
Purchase price |
| $ | 1,159,600 |
|
NOTE 32 – INTANGIBLE ASSETS
At July 3, 2022, based upon our preliminary evaluation of2, 2023, the value of acquired assets, Intangible Assets are the following:as follows:
|
| Estimated Useful Life (Years) |
|
| Amount |
| ||
|
|
|
|
|
|
| ||
Covenant not to compete |
|
| 4 |
|
| $ | 300,000 |
|
Trademarks, tradenames, websites and social media accounts |
|
| 20 |
|
|
| 125,000 |
|
|
|
|
|
|
| $ | 425,000 |
|
|
| Estimated Useful Life (Years) |
|
| Original Cost |
|
| Accumulated Amortization |
|
| Net Carrying Value |
| ||||
Covenants not to Compete |
|
| 3 |
|
| $ | 98,000 |
|
| $ | (41,110 | ) |
| $ | 56,890 |
|
Trademarks |
|
| 15 |
|
|
| 393,000 |
|
|
| (38,177 | ) |
|
| 354,823 |
|
|
|
|
|
|
| $ | 491,000 |
|
| $ | (79,287 | ) |
| $ | 411,713 |
|
Tradename assets are being amortized over 15 years at $26,000 in amortization expense per year. The total amortization of intangible assets, including the covenants not to compete, will approximate $58,900 in 2023 and 2024, $40,500 in 2025, $26,200 per year thereafter for the following six years and approximately $7,500 in 2037.
Total amortization expense for the 2023 13-week period was $14,718, and for the 26-week period ended July 2, 2023 was $42,265
NOTE 4 3 – PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:
|
| July 3, 2022 |
|
| January 2, 2022 |
|
| July 2, 2023 |
|
| January 1, 2023 |
| ||||
Land |
| $ | 485,239 |
| $ | 485,239 |
|
| $ | 435,239 |
| $ | 485,239 |
| ||
Equipment |
| 3,417,413 |
| 2,674,529 |
|
| 3,842,834 |
| 3,893,274 |
| ||||||
Buildings and leasehold improvements |
|
| 1,998,516 |
|
|
| 1,322,085 |
|
|
| 2,421,521 |
|
|
| 2,402,157 |
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total property and equipment |
| 5,901,168 |
| 4,481,853 |
|
| 6,699,594 |
| 6,780,670 |
| ||||||
Accumulated depreciation |
| (2,680,610 | ) |
| (2,630,764 | ) |
| (3,164,160 | ) |
| (3,039,500 | ) | ||||
Less - property held for sale |
|
| (258,751 | ) |
|
| (258,751 | ) |
|
| (258,751 | ) |
|
| (446,526 | ) |
Net property and equipment |
| $ | 2,961,807 |
|
| $ | 1,592,338 |
|
| $ | 3,276,683 |
|
| $ | 3,294,644 |
|
Depreciation expense for the 13-week periods in 2023 and 2022 was $192,520 and $109,286, respectively; for the 26-week periods in 2023 and 2022 was $312,911 and 2021 was $177,676, and $113,394, respectively.
12 |
Table of Contents |
NOTE 54 - ACCRUED EXPENSES
Accrued expenses consisted of the following at:
|
| July 3, 2022 |
|
| January 2, 2022 |
|
| July 2, 2023 |
|
| January 1, 2023 |
| ||||
Accrued real estate taxes |
| $ | 88,800 |
| $ | 103,615 |
|
| $ | 29,747 |
| $ | 202,436 |
| ||
Accrued bonus compensation |
| 59,139 |
| 7,000 |
|
| 67,472 |
| 59,139 |
| ||||||
Accrued payroll |
| 228,127 |
| 44,700 |
| |||||||||||
Accrued payroll taxes |
| 13,398 |
| 8,424 |
| |||||||||||
Accrued payroll and payroll taxes |
| 199,674 |
| 156,245 |
| |||||||||||
Accrued sales taxes payable |
| 118,468 |
| 50,414 |
|
| 125,921 |
| 70,270 |
| ||||||
Accrued vacation pay |
| 17,664 |
| 17,663 |
|
| 17,663 |
| 17,663 |
| ||||||
Accrued gift card liability |
| 29,295 |
| 10,036 |
|
| 11,414 |
| 25,965 |
| ||||||
Accrued franchise royalty |
| 6,494 |
| 2,614 |
| |||||||||||
Other accrued expenses |
|
| 14,405 |
|
|
| 9,875 |
|
|
| - |
|
|
| 802 |
|
|
|
|
|
|
|
| $ | 451,891 |
|
| $ | 532,520 |
| |||
|
| $ | 575,790 |
|
| $ | 254,341 |
|
NOTE 65 - LONG TERM DEBT
Our long-term debt is as follows:
|
| July 3, 2022 |
|
| January 2, 2022 |
|
| July 2, 2023 |
|
| January 1, 2023 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||||
Three notes payable to a 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% . These notes mature on June 28, 2036. The notes are secured by mortgages covering ten BTND operating locations. The notes are guaranteed by BT Brands, Inc. and a shareholder of the Company. |
| $ | 2,946,685 |
| $ | 3,027,971 |
| |||||||||
Three notes payable to a bank dated June 28, 2021, due in monthly installments totaling $22,213, including principal and interest at a 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 ten BTND operating locations. BT Brands, Inc. and a shareholder of the Company guarantee the notes. |
| $ | 2,578,011 |
| $ | 2,864,484 |
| |||||||||
|
|
|
|
|
|
|
|
|
|
| ||||||
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. |
|
| 19,250 |
|
|
| 22,000 |
| ||||||||
|
| 2,965,935 |
| 3,049,971 |
| |||||||||||
Minnesota Small Business Emergency Loan dated April 29, 2020, payable in monthly installments of $458.33 beginning December 15, 2020, including principal and interest at 0%. This note is secured by the personal guarantee of a shareholder of the Company. Pursuant to the terms of the loan, $13,750 of the loan was forgiven on June 22, 2022 |
|
| 458 |
|
|
| 3,208 |
| ||||||||
Total |
| 2,578,469 |
| 2,867,692 |
| |||||||||||
Less - unamortized debt issuance costs |
| (44,298 | ) |
| (46,999 | ) |
| (38,899 | ) |
| (41,599 | ) | ||||
Current maturities |
|
| (171,358 | ) |
|
| (169,908 | ) |
|
| (164,866 | ) |
|
| (167,616 | ) |
|
| $ | 2,750,279 |
|
| $ | 2,833,064 |
|
| $ | 2,374,705 |
|
| $ | 2,658,477 |
|
NOTE 76 - STOCK-BASED COMPENSATION
In 2019, the Companywe adopted the 2019 BT Brands, Inc 2019 Incentive Plan (the “2019 Incentive Plan”“Plan”), under which itthe Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance stock units, and other stock and cash awards to eligible participants. The number of common shares reserved for issuance is 250,000. As of July 3, 2022,2, 2023, there were 13,400529,750 shares available for a grant under the 2019 Incentive Plan.
DuringCompensation expense equal to the year ended January 2, 2022, we issued options to purchase 15,000 shares of common stock under the “2019 Incentive Plan as stock awards to three directorsfair value of the Companyoptions at the grant date is recognized in connection with their joininggeneral and administrative expense over the boardapplicable service period. Total equity-based compensation expense through the second quarter of directors. The options are exercisable at $5 per share2023 was $77,300 and $73,400 through 2031. In the first halfsecond quarter of 2022, and $41,300 and $9,500, respectively, related to the Contingent Share Award described below. Based on current estimates, we granted 220,750 options to employees and consultants to purchase sharesproject that approximately $180,000 in stock-based compensation expense for current grants will be recognized over the next three years at $2.50approximately $60,000 per share.year.
StockAs outlined in each agreement, stock options granted to employees and directors vest over two to fivefour years in monthly or annual installments, as outlined in each agreement.installments. Options expire ten years from the date of the grant. Compensation expense equal to the fair value of the options at the grant date is recognized in general and administrative expense over the applicable service period. Compensation expense for the 26 weeks in 2022 was $73,400 and was zero in a similar period in 2021. Based on current estimates, we project that for current grants, approximately $230,000 in stock-based compensation expense will be recognized in future periods.
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We utilize the Black-Scholes option pricing model when determining the compensation cost associated with stock options issued using the following significant assumptions:
| · | Stock price – Published trading market values of the Company’s common stock as of the grant date. |
| · | Exercise price – The stated exercise price of the stock option. |
| · | Expected life – The simplified method |
| · | Expected dividend – The rate of dividends expected to be paid over the term of the stock option. |
| · · | Volatility – Estimated volatility. |
| Risk-free interest rate – The daily United States Treasury yield curve rate corresponding to the expected life of the |
Information regarding our stock options is summarized below:
|
| Number of |
|
| Weighted Average |
|
| Weighted Average Remaining Term |
|
| Aggregate Intrinsic |
| ||||
|
| Options |
|
| Exercise Price |
|
| (In Years) |
|
| Value |
| ||||
Options outstanding at January 2, 2022 |
|
| 15,000 |
|
| $ | 5.00 |
|
|
| 9.3 |
|
| $ | 0 |
|
Granted |
|
| 220,750 |
|
|
| 2.50 |
|
|
|
|
|
| $ | 0 |
|
Exercised |
|
| 0 |
|
|
| 0 |
|
|
|
|
|
| $ | 0 |
|
Canceled, forfeited, or expired |
|
| (8,200 | ) |
|
| 2.50 |
|
|
|
|
|
| $ | 0 |
|
Options outstanding at July 3, 2022 |
|
| 227,550 |
|
| $ | 2.67 |
|
|
| 9.8 |
|
| $ | 0 |
|
Options exercisable at July 3, 2022 |
|
| 59,150 |
|
| $ | 3.18 |
|
|
| 9.7 |
|
| $ | 0 |
|
The Black-Scholes option-pricing model was used to estimate the fair value of the stock options with the following weighted-average assumptions for grants during the period ended July 3, 2022:
Fair value of options granted during the period |
| $ | 1.39 |
|
Expected life (in years) |
|
| 4.83 |
|
Expected dividend |
| $ | 0 |
|
Expected stock volatility |
|
| 63 | % |
Risk-free interest rate |
|
| 2 | % |
|
| Number of Options |
|
| Weighted Average Exercise Price |
|
| Weighted Average Remaining Term (In Years) |
|
| Aggregate Intrinsic Value |
| ||||
Options outstanding at January 1, 2023 |
|
| 220,250 |
|
| $ | 2.74 |
|
|
| 9.0 |
|
| $ | 0 |
|
Granted |
|
| 0 |
|
|
| 0 |
|
|
|
|
|
|
|
|
|
Exercised |
|
| 0 |
|
|
| 0 |
|
|
|
|
|
|
|
|
|
Canceled, forfeited, or expired |
|
| 0 |
|
|
| 0 |
|
|
|
|
|
|
|
|
|
Options outstanding at July 2, 2023 |
|
| 220,250 |
|
| $ | 2.74 |
|
|
| 8.5 |
|
| $ | 0 |
|
Options exercisable at July 2, 2023 |
|
| 94,950 |
|
| $ | 3.18 |
|
|
| 8.5 |
|
| $ | 0 |
|
On February 9, 2022,27, 2023, the independent members of the Board of Directors comprising its Compensation Committee approvedCompany finalized a proposal wherein,Contingent Incentive Share Award with senior executives. The Contingent Share Awards provides that so long as the Company’s publicly traded warrants are outstanding, senior management of the Company will be granteddeemed to earn an aggregate award of 250,000 shares of common stock as an award upon the Company’s share price reaching $8.50 per share for 20 consecutive trading days. Final approvaldays, provided, however, participants must be employed by the Company at the time the Incentive Shares are earned. The estimated fair value of the proposalplan is contingent upon shareholder approval$1.00 per share, and $250,000 of an increase incompensation expense will be recognized over the number of sharesremaining 2.1 years available under the 2019Plan and $41,300 of stock-based compensation was recognized for this Agreement for the 26-week period of 2023. We utilized a lattice model when determining the fair value of the Contingent Incentive Plan, which is expected to be proposed atShare Awards. Assumptions utilized in the next meetingmodel include a risk-free rate of shareholders.4.4% and volatility of 63%.
NOTE 87 – LEASES
Concurrent with the closing ofWith the acquisition of Keegan’s net assets, we entered into a lease for approximately 2,800 square feet of restaurant space. The 131-month Keegan’s lease provides for an initial rent of $5,000 per month with an annual escalation equal to the greater of 3% or the Consumer Price Index. The lease is being accounted for as an operating lease. At the inception of the lease, we recorded an operating lease obligation and a right-of-use asset of $624,000. The present value discounted at 4% of the remaining lease obligation of $607,220$539,919 is reflected as a liability in the accompanying financial statements.
Keegan’s lease does not provide an implicit interest rate; we used our incremental borrowing rate of 4% to determine the present value. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the lease term. Variable lease costs consist primarily of property taxes, insurance, certain utility expenses, and sales tax.
Concurrent with the acquisition ofUpon acquiring PIE assets, we entered into a lease forleased approximately 3,500 square feet of restaurant and bakery production space. The terms of the 60-month lease provide for an initial rent of $10,000 per month with an annual escalation of after 24 months of 3%5%. The PIE lease includes three five-year renewal option periods. The PIE lease is accounted for as an operating lease. At the inception of the lease, we recorded an operating lease obligation and a right-of-use asset of $554,849.$1,055,000. The present value discounted at 5% of the remaining lease obligation of $542,578$951,227 is reflected as a liability in the accompanying financial statements. The weighted-average remaining lease term is approximately 6.9 years.
The PIE lease did not provide an implicit interest rate; we used our estimated incremental borrowing rate of 5% to determine the present value of future lease payments. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the lease term. Variable lease costs consist primarily of property taxes, insurance, certain utility expenses, and sales tax.
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With the acquisition of assets of Village Bier Garten, we entered into a five-year lease with the seller for approximately 3,000 square feet of restaurant space and access to an additional 3,000 square feet of shared entertainment and seating area. The terms of the triple-net 60-month provide for an initial rent of $8,200 per month with an annual escalation of 3%. The VBG lease includes three five-year renewal option periods. The VBG lease does not provide an implicit interest rate; we used our estimated incremental borrowing rate of 4.5% to determine the present value of future lease payments. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the lease term. Variable lease costs consist primarily of property taxes, insurance, certain utility expenses, and sales tax.
The VBG lease is accounted for as an operating lease. At the inception of the lease, we recorded an operating lease obligation and a right-of-use asset of $469,949. The present value, discounted at 4.5% of the remaining lease obligation of $423,722, is reflected as a liability in the accompanying financial statements.
Following is a schedule of the approximate minimum future lease payments on the operating leases as of July 3, 2022:2, 2023:
|
| Total |
|
| Total |
| ||
Remainder 2022 |
| $ | 90,000 |
| ||||
2023 |
| 181,350 |
| |||||
Remainder 2023 |
| $ | 141,576 |
| ||||
2024 |
| 185,990 |
|
| 289,076 |
| ||
2025 |
| 190,600 |
|
| 297,745 |
| ||
2026 |
| 196,000 |
|
| 306,674 |
| ||
2027 and thereafter |
|
| 495,054 |
| ||||
2027 |
| 268,437 |
| |||||
2028 and thereafter |
|
| 1,039,438 |
| ||||
Total future minimum lease payments |
| 1,338,994 |
|
| 2,342,966 |
| ||
Less - interest |
|
| (189,196 | ) |
|
| (428,098 | ) |
|
| $ | 1,149,798 |
|
| $ | 1,914,868 |
|
The Company is a party to a month-to-month land lease agreement for one of its Burger Time locations. The net book value of the building on this land is approximately $18,500. The monthly lease payment is $1,600$1,800 plus the cost of property taxes.
The weighted average remaining lease term is approximately 5.6 years.
The Company also pays a monthly rent, forunder month-to-month arrangements, for corporate and administrative office spaces in West Fargo, North Dakota, and Minnetonka, Minnesota, for a combined monthly rent of approximately $2,200.
The total operating lease expense for the 26-week and 13-week period in 2023 was $223,589 and $97,887 respectively Cash paid for leases during the 26-week period in 2023 totaled $141,426, and variable expenses for leased properties were approximately $28,500.
NOTE 9 8 - RELATED PARTY TRANSACTION
Next Gen IceNGI Corporation
In 2019,Our CEO and CFO also serve as Chairman and CFO, respectively, of NGI Corporation (NGI). BT Brands made cash advancesowns 330,418 common shares and holds warrants to Next Gen Ice, Inc. (NGI) in the form of Series C Notes totaling a principal amount of $179,000 (“Notes”). Our CEO, Gary Copperud, is Chairman of the Board of Directorspurchase 358,000 common shares at $1.00, expiring March 31, 2028, and 34,697 warrants to purchase additional shares at $1.65 of NGI. Our Chief Operating Officer, Kenneth Brimmer, is also a member of the Board of Directors of NGI and serves as Chief Financial Officer of NGI. When the loan was made, Mr. Copperud and an entity controlled by him together owned approximately 34% of the outstanding equity of NGI. As part of a Note modification, BT BrandsWe received 179,000 shares of common stock in NGI from the founders of NGI, representing approximately 2% of NGI shares outstanding. BT Brands also holds warrants expiring March 31, 2028, to purchase 358,000 shares of common stockas consideration for $1.00 per share.modifying a note that was subsequently paid. The common stock and warrants received in the note modification transaction were recorded at a value determined by BT Brands of $75,000.
The investment in NGI does not have a readily determinable market value. Therefore, it is carried at a cost determined by BT Brands. On February 2, 2022, BT Brands invested $229,000 in NGI Series A1 8% Cumulative Convertible Preferred Stock, which included a five-year warrant to purchase 57,250 shares at $1.65 per share. The total value of our investment in NGI at July 3, 2022, is its fair value of $304,000, comprised of the $75,000 value determined by BT Brands for the initial common shares and warrants and the $229,000 cost of the investment in the NGI Convertible Preferred Stock and warrants.
NOTE 10 9 – 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. WeHowever, we are not awareunaware of any significant asserted or potential claims that could impact our financial position.
NOTE 11 – SUBSEQUENT EVENT
Acquisition of Village Bier Garten Restaurant
On August 4, 2022, BT Brands, through our 1519BT, LLC subsidiary, completed the purchase of the assets and the business operating as Van Stephan Village Bier Garten, a full-service bar and restaurant in Cocoa, Florida. The restaurant features a German-themed menu, specialty imported European beers, and regular entertainment. The purchase price was $6,900,000, paid in cash at closing. Concurrent with the purchase, we entered into a five-year lease with three five-year renewal options for the property currently occupied by the business. The terms of the triple net lease call for an initial monthly rent of $8,200.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
The following discussion of the financial condition, results of operations, liquidity and capital resources of BT Brands, Inc. and its wholly-owned subsidiaries (together, “BT Brands” or the “Company”) should be read in conjunction with the Company’s condensed consolidated financial statements and accompanying notes included under Part I, Item 1 of this quarterly report on Form 10-Q, as well as with the audited consolidated financial statements and accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s annual report on Form 10-K for the year ended January 2, 2022.1, 2023.
Introduction
As of July 3, 2022,2, 2023, including our partially owned Bagger Dave’s business, we owned and operated eighteen restaurants comprising the following:
| · |
|
(“BTND”); | ||
| · |
|
Cocoa, Florida (“VBG”): | ||
| · | Keegan’s Seafood Grille in Indian Rocks Beach, |
Florida (“Keegan’s”); | ||
| · | Pie |
· | Unconsolidated affiliate Bagger Dave’s Burger Tavern, Inc, 41.2% owned, operates six Bagger Dave’s restaurants in Michigan, Ohio, and Indiana (“BD”). |
The first Burger Time opened its first restaurant opened in Fargo, North Dakota, in 1987. BTND, LLC purchased the assets of Burger Time in May 2007. Burger Time restaurants feature additionalgrilled hamburgers and other affordable foods such as chicken sandwiches, pulled pork sandwiches, sides, and soft drinks. Burger Time’s operating principles include: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.
Operationally, we strive for efficiency at our Burger Time restaurants, including maintaining an inventory of approximately $15,000 per store, allowing for frequent fresh food deliveries. Historically, our Burger Time investment model targeted an average cash investment of between $325,000 and $535,000.
The average customer transaction price at our Burger Time restaurants increased by approximately 4%20% in the first six months of fiscal 20222023 compared to 20212022 and currently is approximately $12.50.about $15.60. This recent increase is principally becausethe result of a menu price increaseincreases implemented in 2021 and a 2022 price increase of approximately 10% on our popular “Deal of the Day” offering.2022. Many factors influence our sales trends. TheOur business environment is challenging for smaller restaurant chains as competition is intense.
BT Brands operates Burger Time restaurants and newly acquired businessesWe operate through a central management organization which we believethat provides continuity across our restaurant base and allows forby utilizing the efficiencies of a central management team.
HighlightsNotable Recent Events
During the first two quarters of 2022, we acquired two restaurants and a 41.2% interest in an operator of six restaurants with the net proceeds from our November 2021 initial public offering. We expect to continue to consider acquisition opportunities. Our recent acquisitions have allowed us to diversify our operations into new restaurant segments and new geographic regions, which we expect will reducereducing our dependency on the financial performance of our Burger Time restaurants.
Keegan’s Seafood Grille, which During the 2022 fiscal year, we acquired three operating restaurants and a 41.2% ownership interest in March 2022, has served customersBD, an operator of six casual restaurants. We expect to consider new acquisition opportunities in the Clearwater and St. Petersburg, Florida markets for over 35 years. The operation is primarily a dine-in restaurant offering a variety of traditional fresh seafood items for lunch and dinner and a selection of beer and wine.
In May 2022, through our 10Water Street, LLC subsidiary, we acquired the assets and business operations of the iconic Pie In The Sky Coffee Shop and Bakery “PIE,” which is adjacent to the ferry dock in Woods Hole, Massachusetts. The business has operated in the same location for over thirty years, offering a range of breakfast and lunch options, freshly roasted coffee, and branded merchandise serving locals and tourists.
In June 2022, BT Brands acquired approximately 41.2% of the stock of Bagger Dave’s Burger Tavern, Inc., which owns and operates six Bagger Dave’s restaurants, a casual restaurant, and bar concept. Bagger Dave’s provides a warm, inviting, and entertaining atmosphere specializing in locally sourced, never-frozen prime rib recipe burgers, all-natural turkey burgers, hand-cut fries, locally crafted draft beers, milkshakes, salads, black bean turkey chili, pizza, and other items. Bagger Dave’s opened its first restaurant in Berkley, Michigan, in January 2008 and operates four restaurants in Michigan, one restaurant in Ft. Wayne, Indiana, and one location in Centerville, Ohio.future.
Material Trends and Uncertainties
There are industryIndustry trends that currently have ana direct impact on our business. Current trends include difficulties attracting food service workers and rapid inflation in the cost of many input items. Recent trends also include the rapidly changing area of technology and food delivery. The major companies in the restaurant industry have rapidly adopted and developed smartphone and mobile delivery applications, have aggressively expanded drive-through operations, and developed loyalty programs and database marketing supported by a robust technology platform. We expect these trends to continue as restaurants aggressively compete for customers. Competitors likely will continue to discount prices through aggressive promotions.
The cost of food hasFood costs have increased over the last two years, and we expect to see continuedsome moderating inflationary pressure induring the remainder of 2022.2023. Beef and egg costs were stablehave trended down slightly in 2020, continued to rise in 2021, and have recently increased by approximately 4% per pound.2023. Given the competitive nature of the fast-food burger restaurant industry, it may be difficultchallenging to raise menu prices to cover future cost increases fully. During 2020 and early 2021, our Burger Time business experiencedAs a significant increase in business volume contributing to improved profit margins. Additionalresult, future margin improvements may havebe difficult to achieve. Margin improvement will be madeachieved through operational enhancements, equipment advances, and increased volumes to help offsetoffsetting food cost increases due to the competitive state of the restaurant industry.increases.
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Labor is a critical factor in operating our stores. InSecuring staff to run our locations at full capacity has become more challenging in most areas where we operate our restaurants, there historically has been a shortage of suitable labor, and recently, securing staff has become more challenging.restaurants. The current labor market has resulted in higher wages as the competition for employees intensifies, not only in the restaurant industry but in practically all retail and service industries. WeTo succeed, we must identify, develop and retain quality employees.
Since March 2020, we have facedResult of operations for the effects13 weeks ending July 2, 2023, compared to the 13 weeks ending July 3, 2022.
The following table sets forth, for the periods indicated, our Consolidated Statements of COVID and its variants. COVID infections have adversely affected workforces, customers, economies, and financial markets globally and have disruptedOperations expressed as a percentage of total revenues. The percentages may not reconcile because of rounding.
|
| 13 weeks ended, July 2, 2023 |
|
| 13 weeks ended, July 3, 2022 |
| ||||||||||
|
| Amount |
|
| % |
|
| Amount |
|
| % |
| ||||
SALES |
| $ | 3,999,965 |
|
|
| 100.0 | % |
| $ | 3,524,881 |
|
|
| 100.0 | % |
COSTS AND EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restaurant operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Food and paper costs |
|
| 1,608,175 |
|
|
| 40.2 |
|
|
| 1,311,373 |
|
|
| 37.2 |
|
Labor costs |
|
| 1,412,376 |
|
|
| 35.3 |
|
|
| 1,179,118 |
|
|
| 33.5 |
|
Occupancy costs |
|
| 148,736 |
|
|
| 3.7 |
|
|
| 261,282 |
|
|
| 7.4 |
|
Other operating expenses |
|
| 198,629 |
|
|
| 5.0 |
|
|
| 212,314 |
|
|
| 6.0 |
|
Depreciation and amortization |
|
| 192,520 |
|
|
| 4.8 |
|
|
| 109,286 |
|
|
| 3.1 |
|
General and administrative |
|
| 519,077 |
|
|
| 13.0 |
|
|
| 455,656 |
|
|
| 12.9 |
|
Total costs and expenses |
|
| 4,079,513 |
|
|
| 102.0 |
|
|
| 3,529,029 |
|
|
| 100.1 |
|
Income (loss) from operations |
|
| (79,548 | ) |
|
| (2.0 | ) |
|
| (4,148 | ) |
|
| (0.1 | ) |
UNREALIZED GAIN ON MARKETABLE SECURITIES |
|
| (92,920 | ) |
|
| (2.3 | ) |
|
| (80,238 | ) |
|
| (2.3 | ) |
INTEREST AND OTHER INCOME |
|
| 1,761 |
|
|
| 0 |
|
|
| 9,473 |
|
|
| .3 |
|
INTEREST EXPENSE |
|
| (24,376 | ) |
|
| (0.6 | ) |
|
| (26,190 | ) |
|
| (.7 | ) |
EQUITY IN AFFILIATE LOSS |
|
| (90,651 | ) |
|
| (2.3 | ) |
|
| (14,172 | ) |
|
| (.4 | ) |
INCOME TAX BENEFIT |
|
| 52,000 |
|
|
| 1.3 |
|
|
| 23,000 |
|
|
| .6 |
|
NET (LOSS) |
| $ | (233,734 | ) |
|
| (5.8 | )% |
| $ | (92,275 | ) |
|
| (2.6 | )% |
Net Revenues:
Net sales for the normal flowsecond quarter of 2023 increased $475,084 or 13.5% to $3,999,965 from $3,524,881 in 2022. The sales increase resulted from acquiring three restaurants in 2022, contributing $2,025,000 in revenue during the quarter. Sales also reflect the closing of the U.S. economy. Our stores have, with only a few exceptions, remained open for drive-through business duringWest St Paul Burger Time location in the last two years; however, many businesses experienced a disruptionfourth quarter of normal operations. More recently, food service businesses, including ours, have faced challenges in attracting and hiring workers. Labor shortages may continue and become more acute as market participants compete to attract employees.2022.
We can’t predictFor BTND locations open at quarter-end, second-quarter restaurant sales ranged from a low of $113,000 to a high of $333,000. The average sales for each Burger Time unit open at quarter-end were approximately $225,000 in 2023, an increase of approximately 2.94% from $219,000 in 2022.
Restaurant Operating Costs:
During 2023, restaurant operating costs (which refer to all the duration or magnitude of the effects of COVIDcosts associated with operating our restaurants but do not include general and administrative expenses and depreciation and amortization and the impactgain on the sale of property and equipment) increased to 84.2% in restaurant sales in 2023 from 84.1% in 2022. For all of our business or the results of operations. The responselocations, we continued to public health matters may influence restaurant customer trafficsee price inflation on input costs, including food and our ability to staff our restaurants, receive deliveries on a timely basis or perform functions at the corporate level. Further, such conditions could impact the availability of the menu items we offerlabor, and the abilitymatters discussed in the “Cost of suppliers to deliver such products. We also may be adversely affected by mandatory closures, seek voluntary closures, or impose restrictions on operations. Even if such measures are not implemented, the perceived risk of infection or significant health risk may adversely affect our business.Sales,” “Labor Costs,” and “Occupancy and Other Operating Costs” sections below.
17 |
Table of Contents |
We continue to monitor public health issues and theirThe impact on our customer base and throughout the country. It is difficult to predict the future in light of many factors, including the spread of new variants of the original coronavirus disease among the U.S. populationcost increases and the efficacyaddition of existing treatmentsthree non-BTND restaurants during the year may be detailed as follows:
Restaurant operating costs for the period ended July 3, 2022 |
| $ | 2,964,087 |
|
Increase in food and paper costs |
|
| 296,802 |
|
Increase in labor costs |
|
| 233,258 |
|
Decrease in occupancy and operating cost |
|
| (126,231 | ) |
Restaurant operating costs for the periods ended July 2, 2023 |
| $ | 3,367,916 |
|
Costs of Sales - food and vaccines.paper:
Our strategyCost of sales - food and paper - for 2023 increased to acquire additional40.2% of restaurant properties presents numerous risks and uncertainties to our operations, including our management’s ability to:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Our failure to manage anysales from 37.2% of these aspectsrestaurant sales in 2022. For all of our growth could adversely impactlocations, we continued to see price inflation on input costs, including food costs, where ground beef costs are approximately 40% higher compared to the second quarter of 2022. The increase also results from including Keegan’s, which operates at a higher food cost than our businessremaining stores. This overall increase is offset by results from PIE which, because of its coffee-focused menu, has significantly lower food and our results of operations.
Future conditions may influence restaurant customer trafficpaper costs than BTND, Keegan’s and our ability to adequately staff our restaurants, receive deliveries on a timely basis or perform functions at the corporate level. Further, such conditions could impact the availability of the menu items we offer and the ability of suppliers to deliver such products. We also may be adversely affected if jurisdictions impose mandatory closures, seek voluntary closures, or impose restrictions on operations. Even if such measures are not implemented, the perceived risk of infection or significant health risk may adversely affect our business.
Growth Strategy and Outlook
We are seeking to increase value for our shareholders in the food service industry. Our principal strategy comprises acquiring individual and multi-unit restaurant properties at attractive earnings multiples. Though we do not plan to do so, we may develop additional Burger Time locations by acquiring and converting existing properties under certain circumstances. Other key elements of our growth strategy include increasing same-store sales and introducing a campaign to boost brand awareness.Village Bier Garten.
Expansion Through AcquisitionsLabor Costs:
We intend to continue to make strategic and opportunistic acquisitions that provide an entrance into targeted restaurant segments and geographic areas. Restaurant businesses become available for acquisition frequently, and we believe that we may be able to purchase either individual restaurant properties or multi-unit businesses at prices providing an attractive return on our investment. We may acquire operating assets where a franchise program of the acquired foodservice business is the most appropriate growth plan. We intend to follow a disciplined strategy of evaluating acquisition opportunities to ensure and enable the accretive and efficient acquisition and integration of additional restaurant concepts. Successful execution of our acquisition strategy will allow us to diversify our operations into other dining concepts and geographic locations.
In evaluating potential acquisitions, we may consider2023, labor and benefits cost increased to 35.3% of restaurant sales from 33.5% in 2022. The increase is the following characteristics, among others,net result of higher BTND activity in 2023 and higher wages because of labor shortages in some of our markets, contributing to an unfavorable utilization of the fixed portion of labor costs. PIE and Keegan’s businesses run at higher labor costs than BTND. We benefit from minimal turnover in unit restaurant management. Payroll costs are semi-variable, meaning that management considers relevantthey do not decrease proportionally to each opportunity:decreases in revenue; thus, they increase as a percentage of restaurant sales when there is a decrease in restaurant sales.
Occupancy and Other Operating Costs:
For 2023, occupancy and other costs decreased to 8.7% of sales or $347,365 compared to $473,596, or 13.4% of restaurant sales in 2022, principally because of a reversal in previously accrued property taxes related to a property in St. Louis, Missouri. The property was deeded to the taxing authority in lieu of payment and any further liability. These costs were also impacted by three new leased restaurant locations added in 2022, which operate at a higher occupancy cost than our BTND locations, where we own most of the real estate. Depreciation and Amortization Costs: For 2023, depreciation and amortization costs increased by $83,234 to $192,520 (4.8% of sales) from $109,286 (3.1% of sales) in 2022. Depreciation and amortization costs increased principally due to the purchase of three restaurants during 2022 for approximately $2.4 million and capital additions in the last two years, including major parking lot repairs and significant replacement of HVAC equipment at several locations. These capital additions offset the decrease in depreciation and amortization resulting from a significant amount of our equipment reaching a fully depreciated status. General and Administrative Costs General and administrative costs in 2023 increased 0.1% of sales, or $63,421, to $519,077 (13.0%) from $455,656 (12.9% of sales) in 2022. The dollar amount increase was due to our acquiring three businesses during 2022 and the ongoing costs of operating as a public company, including administrative salaries and audit expenses. Income (loss) from Operations: The loss from operations was $79,548 in 2023 compared to a loss of $4,148 in 2022. The change in income from operations in 2023 compared to 2022 was primarily due to the decline in BTND sales and poor margins at Keegan’s, together with other matters discussed in the “Net Revenues,” “General and Administrative Costs,” and “Restaurant Operating Costs,” sections above. |
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18 |
Table of Contents |
Assuming we are successfulInterest expense:
In 2023, our interest expense decreased by $1,814 to $24,376 (0.6% of restaurant sales) from $26,190 (1.4% of restaurant sales) in acquiring new2022. The decrease in the percentage of sales is due to the sales from the newly acquired businesses we will operate the business or businesses with a shared central management organization. Following the acquisition, we expect to pursue a growth plan to expand the number of locations and increase comparable store sales and profits, as described below. We anticipate that by leveraging our management services platform, we will achieve post-acquisition cost benefits by reducing the corporate overhead of the acquired business. If we acquire one or more restaurant chains or individual units near each other, we believe the concentration of operations will provide economic synergies for management functions, marketing, and advertising, supply chain assistance, staff training, and operational oversight.in 2022. The actual dollar value only decreased slightly.
Increase Same-Store SalesInterest, Dividends and Other Income:
Same-store sales growth reflectsInterest and dividend income was $1,761 in 2023, resulting from income earned on the change in year-over-year sales for the comparable store base and is a benchmark for the performance of our restaurants. We use a multi-faceted same-store sales growth strategy to optimize restaurant performance. We use techniques proven in the restaurant industry to increase same-store sales. We utilize customer feedback and analyze sales data to test and improve existing and new menu items. In addition, we may use social media and public relations, and experiential marketing to engage customers. Our strategies to increase same-store sales will evolve as we acquire new restaurant concepts in new markets.Company’s available cash balance.
Increase Brand AwarenessNet Income (loss):
Increasing brand awareness is essentialThe net loss was $285,734 in 2023, compared to a net loss of $115,275 in 2022. The change in 2023 from 2022 was primarily attributable to the growth of our Company. We intend to developmatters discussed in the “Net Revenues,” “Restaurant Operating Costs,” “General and implement forward-looking branding strategies. We will seek to leverage social mediaAdministrative Costs,” 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 earn rewards. We expect to deploy internet advertising to match specific menu items targeted to demographic groups. We will deploy cross-over ads with radio and social media. Our branding initiatives will evolve as we acquire restaurant concepts that appeal to distinct consumer markets in differing geographic areas.“Other Income” sections.
ResultsResult of Operationsoperations for the Thirteen Weeks Ended26 weeks ending July 2, 2023, compared to the 26 weeks ending July 3, 2022, and the Thirteen Weeks Ended July 4, 20212022.
The following table sets forth, for the periods indicated, our CondensedConsolidated Statements of Income and percentagesOperations expressed as a percentage of total revenues for the thirteen-week-fiscal periods. Percentages belowrevenues. The percentages may not reconcileadd because of rounding.
|
| 13 weeks ended, July 3, 2022 |
|
| 13 weeks ended, July 4, 2021 |
| ||||||||||
|
| Amount |
|
| % |
|
| Amount |
|
| % |
| ||||
SALES |
| $ | 3,524,881 |
|
|
| 100.0 | % |
| $ | 2,382,683 |
|
|
| 100.0 | % |
COSTS AND EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restaurant operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Food and paper costs |
|
| 1,311,373 |
|
|
| 37.2 |
|
|
| 908,760 |
|
|
| 38.1 |
|
Labor costs |
|
| 1,179,118 |
|
|
| 33.5 |
|
|
| 621,227 |
|
|
| 26.1 |
|
Occupancy costs |
|
| 261.282 |
|
|
| 7.4 |
|
|
| 167,106 |
|
|
| 7.0 |
|
Other operating expenses |
|
| 212,314 |
|
|
| 6.0 |
|
|
| 128.872 |
|
|
| 5.4 |
|
Depreciation and amortization |
|
| 109,286 |
|
|
| 3.1 |
|
|
| 58.558 |
|
|
| 2.5 |
|
General and administrative |
|
| 455,656 |
|
|
| 12.9 |
|
|
| 110,983 |
|
|
| 4.7 |
|
Total costs and expenses |
|
| 3,529,029 |
|
|
| 100.1 |
|
|
| 1,995,506 |
|
|
| 83.8 |
|
Income (loss) from operations |
|
| (4,148 | ) |
|
| (.1 | ) |
|
| 387,177 |
|
|
| 16.2 |
|
INTEREST EXPENSE |
|
| (26,190 | ) |
|
| (.7 | ) |
|
| (89,661 | ) |
|
| (3.8 | ) |
INTEREST AND OTHER INCOME |
|
| 9,473 |
|
|
| .3 |
|
| ‒ |
|
| ‒ |
| ||
UNREALIZED LOSS AND LOSS FROM AFFILIATE |
|
| (94,410 | ) |
|
| (2.7 | ) |
| ‒ |
|
| ‒ |
| ||
INCOME TAX BENEFIT (EXPENSE) |
|
| 23,000 |
|
|
| .6 |
|
|
| (85,000 | ) |
|
| (3.5 | ) |
NET INCOME (LOSS) |
| $ | (92,275 | ) |
|
| (2.6 | )% |
| $ | 212,516 |
|
|
| 8.9 | % |
Net Revenues:
Net sales for the second fiscal quarter of 2022 increased $1,142,198 to $3,524,881 from $2,382,683 in fiscal 2021. The increase during the period resulted from sales from the recently acquired businesses contributing $1,639,588 in revenue. Revenues at the Burger Time locations declined approximately 20.1% as customer purchasing patterns returned to pre-pandemic levels. Burger Time was also adversely impacted by weather and staffing challenges, which resulted in limited hours and store closures during the quarter.
Restaurant unit sales for Burger Time for the 13 weeks ranged from a low of approximately $139,000 to a high of approximately $272,000. The average sales for each Burger Time unit during the period was approximately $208,000 in 2022, approximately $29,200 below the same period in 2021.
Costs of Sales - food and paper:
Cost of sales - food and paper for the fiscal 2022 period decreased as a percentage of sales declined to 37.2% of restaurant sales from 38.1% of restaurant sales in the second quarter of fiscal 2021. This decrease was the net result of inflationary pressures of certain items, offset by the inclusion of results of PIE which operates at a significantly lower food and labor cost than our Burger Time business.
Restaurant Operating Costs:
Restaurant operating costs (which refer to all the costs associated with the operation of our restaurants but do not include general and administrative expenses and depreciation and amortization) as a percent of restaurant sales increased to 78.2% of sales in the second fiscal quarter of 2022 from 76.6% in the similar period of fiscal 2021. This increase was because of higher labor and occupancy cost, including lease costs associated with our two recently acquired locations and the matters discussed in the “Cost of Sales,” “Labor Costs,” and “Occupancy and Other Operating Cost” sections below.
Labor Costs
For the second quarter of fiscal 2022, labor and benefits cost increased as a percentage of sales to 33.5% of restaurant sales from 26.1%in fiscal 2021. The increase in the percentage resulted from tighter labor markets leading to higher hourly wage costs offset by leveraging existing staffing. Payroll costs are semi-variable, meaning they do not decrease proportionally to decreases in revenue.
Occupancy and Other Operating Expenses
For the second fiscal quarter of 2022, occupancy and other expenses increased to 13.4% of sales from 12.4% in 2021. This increase results from higher occupancy costs, including lease costs associated with our two new locations.
Depreciation and Amortization Expense:
For the second fiscal quarter of 2022, depreciation and amortization increased to $109,286 (3.1% of sales) from $58,558 (2.5% of sales) in the second quarter of fiscal 2021. The increase results from depreciation and amortization associated with our recent acquisitions.
General and Administrative Costs
General and administrative costs increased by $344,673 from $110,983 to $455,656; the increase is associated with the Company’s transition to a public company in November 2021, including the costs related to long-term management agreements. Second quarter general and administrative expenses were 12.9% of sales, a significant increase from 4.7% in the earlier year.
Income (Loss) from Operations
The loss from operations for the second quarter of fiscal 2022 was $4,148 compared to a profit from operations of $387,177 in the same period in 2021; the percentage of income from operations as a percentage of sales declined to negative .1% from 16.0%, reflecting a decline in profit margin at Burger Time, higher general and administrative expenses and the matters discussed in the “Net Revenues” and “Restaurant Operating Costs” sections above.
Restaurant-level EBITDA
To supplement the condensed consolidated financial statements, which are prepared and presented in accordance with GAAP, the Company uses 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 the benefit of stockholders, primarily due to the exclusion of corporate-level expenses. Restaurant-level EBITDA should not be considered a substitute for or superior to operating income, calculated under GAAP. The reconciliations to operating income set forth below should be carefully evaluated.
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 as they are generally not specifically identifiable as restaurant-specific 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.
|
| 13 weeks ended, |
| |||||
|
| July 3, 2022 |
|
| July 4, 2021 |
| ||
Revenues |
| $ | 3,524,881 |
|
| $ | 2,382,683 |
|
Reconciliation: |
|
|
|
|
|
|
|
|
Income (loss) from operations |
|
| (4,148 | ) |
|
| 387,177 |
|
Depreciation and amortization |
|
| 109,286 |
|
|
| 58,558 |
|
General and administrative, corporate level expenses |
|
| 455,656 |
|
|
| 110,983 |
|
Restaurant-level EBITDA |
| $ | 560,795 |
|
| $ | 556,716 |
|
Restaurant-level EBITDA margin |
|
| 15.9 | % |
|
| 23.4 | % |
Our Results of Operations for the Twenty-Six Weeks Ended July 3, 2022, and the Twenty-Six Weeks Ended July 4, 2021
The following table sets forth our Condensed Statements of Income and percentages of total revenues for the twenty-six-week fiscal periods. Percentages below may not reconcile because of rounding.
|
| 26 weeks ended, July 3, 2022 |
| 26 weeks ended, July 4, 2021 |
|
| 26 weeks ended, July 2, 2023 |
| 26 weeks ended, July 3, 2022 |
| ||||||||||||||||||||||
|
| Amount |
|
| % |
|
| Amount |
|
| % |
|
| Amount |
|
| % |
|
| Amount |
|
| % |
| ||||||||
SALES |
| $ | 5,598,076 |
|
|
| 100.0 | % |
| $ | 4,323,555 |
|
|
| 100.0 | % |
| $ | 7,070,763 |
|
|
| 100.0 | % |
| $ | 5,598,076 |
|
|
| 100.0 | % |
COSTS AND EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||
Restaurant operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||
Food and paper costs |
| 2,032,956 |
| 36.3 |
| 1,636,053 |
| 37.8 |
|
| 2,898,498 |
| 41.0 |
| 2,032,956 |
| 36.3 |
| ||||||||||||||
Labor costs |
| 1,786,828 |
| 31.9 |
| 1,186,719 |
| 27.4 |
|
| 2,615,136 |
| 37.0 |
| 1,786,828 |
| 31.9 |
| ||||||||||||||
Occupancy costs |
| 435,920 |
| 7.8 |
| 261,282 |
| 6.0 |
|
| 505,861 |
| 7.2 |
| 435,920 |
| 7.8 |
| ||||||||||||||
Other operating expenses |
| 332,181 |
| 5.9 |
| 303,654 |
| 7.0 |
|
| 394,243 |
| 5.6 |
| 332,181 |
| 5.9 |
| ||||||||||||||
Depreciation and amortization |
| 178,701 |
| 3.2 |
| 113,394 |
| 2.6 |
|
| 356,027 |
| 5.0 |
| 178,701 |
| 3.2 |
| ||||||||||||||
Gain on sale of assets held for sale |
| (313,688 | ) |
| (4.4 | ) |
| - |
| - |
| |||||||||||||||||||||
General and administrative |
|
| 746,717 |
|
|
| 13.3 |
|
|
| 220,982 |
|
|
| 5.1 |
|
|
| 944,992 |
|
|
| 13.4 |
|
|
| 746,717 |
|
|
| 13.3 |
|
Total costs and expenses |
|
| 5,513,303 |
|
|
| 98.5 |
|
|
| 3,712,883 |
|
|
| 85.9 |
|
|
| 7,401,069 |
|
|
| 104.7 |
|
|
| 5,513,303 |
|
|
| 98.5 |
|
Income from operations |
| 84,773 |
| 1.5 |
| 610,672 |
| 14.1 |
| |||||||||||||||||||||||
Income (loss) from operations |
| (330,406 | ) |
| (4.7 | ) |
| 84,773 |
| 1.5 |
| |||||||||||||||||||||
UNREALIZED LOSS ON MARKETABLE SECURITIES |
| (23,064 | ) |
| (.3 | ) |
| (80,238 | ) |
| (1.7 | ) | ||||||||||||||||||||
INTEREST AND OTHER INCOME |
| 90,809 |
| 1.3 |
| 9,473 |
| .2 |
| |||||||||||||||||||||||
INTEREST EXPENSE |
| (54,461 | ) |
| (1.0 | ) |
| (128,232 | ) |
| (3.0 | ) |
| (49,909 | ) |
| (.7 | ) |
| (54,461 | ) |
| (1.0 | ) | ||||||||
INTEREST AND OTHER INCOME |
| 9,473 |
| .2 |
| ‒ |
| ‒ |
| |||||||||||||||||||||||
UNREALIZED LOSS AND LOSS FROM AFFILIATE |
| (94,410 | ) |
| (1.7 | ) |
| ‒ |
| ‒ |
| |||||||||||||||||||||
INCOME TAX BENEFIT (EXPENSE) |
|
| 5,000 |
|
|
| .1 |
|
|
| (135,000 | ) |
|
| (3.1 | ) | ||||||||||||||||
NET INCOME (LOSS) |
| $ | (49,625 | ) |
|
| (.9 | )% |
| $ | 347,440 |
|
|
| 8.0 | % | ||||||||||||||||
EQUITY IN AFFILIATE LOSS |
| (145,050 | ) |
| (2.1 | ) |
| (14,172 | ) |
| - |
| ||||||||||||||||||||
INCOME TAX (EXPENSE) BENEFIT |
|
| 82,000 |
|
|
| 1.2 |
|
|
| 5,000 |
|
|
| .1 |
| ||||||||||||||||
NET (LOSS) |
| $ | (375,520 | ) |
|
| (5.3 | )% |
| $ | (49,625 | ) |
|
| (0.9 | )% |
Net Revenues:
Net sales for 26-week period representing the first half of fiscal 20222023 increased $1,274,521$1,472,687 or 29.5%26.3% to $5,598,076$7,070,763 from $4,323,555$5,598,076 in fiscal 2021.2022. The increase in sales was principally the result of a favorable impact in the 26 weeks of twothree acquired restaurants which contributed for a partial period in 2022 and contributed a total of approximately $1,775,247$3.7 million in 2023 offset by a decline in sales offsetting a declineat BTND of approximately $500,726 or 11.6%$164,000 excluding the West St. Paul location closed date in Burger Time revenues.2022.
Burger Time unit sales for the 26 weeks ranged from a low of approximately $226,000$207,000 to a high of approximately $509,000.$587,000. Average sales for each Burger Time unit were approximately $389,000$398,000 in 2022,2023, a decline from approximately $438,200$404,200 in the same 26-week period in 2021.2022. The sales decline in the first half of 2022 is the combined result of2023 resulted from a return to pre-covid customer purchasing patterns as competitive dining options returned to normal, labor challenges resulting in some contraction of hours, and poorer weather conditions relative to the year-earlier period.
Table of Contents |
Costs of Sales - food and paper:
Cost of sales - food and paper for the first half of fiscal 2022 decreased as a percentage of sales2023 increased to 36.3%41.0% from 37.8%36.3% of restaurant sales in the same period in 2021.2022. This decreaseincrease resulted from a strong performance at our PIE business which operates at lowerincreased food and paper costs than our traditional business and Keegan’s location.overall; for example, the price of eggs increased tremendously in 2023.
Restaurant Operating Costs:
Restaurant operating costs, which are associated with operations, not including general and administrative expenses, and depreciation and amortization, increased as a percentage of restaurant sales to 81.9% of sales90.7% in 20212023 from 77.0%82.0% in fiscal 2021.2022. This increase was due to the increase in sales activity from new locations and its impact, as further discussed in the “Cost"Cost of Sales,” “Labor" "Labor Costs,”" and “Occupancy"Occupancy and Other Operating Cost”Costs" sections below.
Labor Costs:
For the first half of fiscal 2022,2023, labor and benefits cost increased to 31.9%37.0% of restaurant sales from 27.4%31.9% in the fiscal 2021 period.2022. Shortages in staffing levels combined with higher hourly wage rates at all locations increased the overall labor percentage. The hiring markets have become more challenging in terms of filling open positions. Payroll costs are semi-variable, meaning they do not decrease proportionally to decreases in revenue. Thus, they increase as a percentage of restaurant sales when there is a decrease.
Occupancy and Other Operating Expenses:
For the first 26 weeks of fiscal 2022,2023, occupancy and other expenses increaseddecreased to 13.7%12.8% of sales from 13.0%13.7% in 2021.2022 principally because of a reversal in previously accused property taxes related to a property in St. Louis, Missouri. Many of these costs are fixed, and the percentage reflects lower maintenance costs offset by higher lease occupancy costs at our new locations.locations
Depreciation and Amortization Expense:
Depreciation and amortization expenses in the first half of fiscal 20222023 increased by $65,307$177,326 to $178,701 (3.2%$356,027 (5.0% of sales) from $113,394 (2.6%$178,701 (3.2% of sales) in the first half of fiscal 20212022 and are the result of the purchase of twothree new restaurants and capital additions at several of our locations.
General and Administrative Costs:
General and administrative costs increased 238.4%,26.6% or $526,735$198,275 to $944,992, from $746,717 from $220,982 (5.1%(13.3% of sales) in the first half of fiscal 2021. The increase results from2022 due to acquiring these businesses during 2022 and the transition toongoing costs of operating as a public reporting company, stock-based compensation costs, and the expense associated with long-term management employment agreements.company.
Income from Operations:
Operating loss was $330,306 in the first half of fiscal 2023 compared to income wasof $84,773 in the first half of fiscal 2022 compared to $610,672 in the first half of fiscal 2021.2022. The change in income from operations in the first half of fiscal 20222023 compared to fiscal 20212022 was due primarily to the increase in general and administrative expenses, which included higher costs associated with the transition to a public company near the end of 2021, including the “Net Revenues”"Net Revenues" and “Restaurant"Restaurant Operating Costs”Costs" sections above.
Restaurant-level EBITDA:
To supplement the condensed 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 we believe, investors because it represents one means of gauging the overall profitability of our recurring and controllable core restaurant operations. ThisHowever, this measure is not indicative of our overall results, nor does restaurant-level profit accrue directly to the benefit of stockholders, primarily due to the exclusion of corporate-level expenses. Restaurant-levelAccordingly, restaurant-level EBITDA should not be considered a substitute for or superior to operating income, which is calculated under GAAP. Thein accordance with GAAP, and the reconciliations to operating income set forth below should be carefully evaluated.
Table of Contents |
We define restaurant-level EBITDA as operating income before pre-opening costs if any, general and administrative costs, depreciation, and amortization, and impairment charges.amortization. General and administrative expenses are excluded as they are generally not specifically identifiable asunrelated to restaurant-specific costs. Depreciation amortization, and impairment chargesamortization are excluded because they are not ongoing controllable cash expenses and are not relatedunrelated to the health of ongoing operations.operations’ health.
|
| 26 weeks ended, |
|
| 26 Weeks ended, |
| ||||||||||
|
| July 3, 2022 |
|
| July 3, 2021 |
|
| July 2, 2023 |
|
| July 3, 2022 |
| ||||
Revenues |
| $ | 5,598,076 |
| $ | 4,323,555 |
|
| $ | 7,070,763 |
| $ | 5,598,076 |
| ||
Reconciliation: |
|
|
|
|
|
|
|
|
|
| ||||||
Income from operations |
| 84,773 |
| 653,044 |
| |||||||||||
Income (loss) from operations |
| (330,306 | ) |
| 84,773 |
| ||||||||||
Depreciation and amortization |
| 178,701 |
| 113,394 |
|
| 356,027 |
| 178,701 |
| ||||||
General and administrative, corporate level expenses |
|
| 746,717 |
|
|
| 220,982 |
| ||||||||
General and administrative, corporate-level expenses |
|
| 944,992 |
|
|
| 746,717 |
| ||||||||
Restaurant-level EBITDA |
| $ | 1,010,191 |
| $ | 987,420 |
|
| $ | 970,713 |
|
| $ | 1,010,191 |
| |
Restaurant-level EBITDA margin |
| 18.0 | % |
| 22.8 | % |
| 13.7 | % |
| 18.0 | % |
Liquidity and Capital Resources
Initially, the public response to COVID positively impacted our sales and liquidity. More recently, as customer activities have returned to normal patterns, our Burger Time business has experienced a decline from the peak level we experienced during the height of COVID restrictions. For the 26 weeks endedending July 3, 2022, operations reflected a net2, 2023, the Company earned an after-tax loss of $49,625. On$375,520 due to poorer-than-expected results at the Company’s two Florida locations and generally lower-than-expected sales in the second quarter combined with the equity in the loss of the unconsolidated Bagger Dave’s business of $145,050. At July 3, 2022, we2, 2023, the Company had $8,295,952$5,704,879 in cash and cash equivalents and a working capital of $7.7 million, a decrease of $3.9 million from January 2, 2022, resulting from the purchase of two restaurants for $2.3 million and investment of $1.3 million in shares of Bagger Dave’s.
In the future, COVID and its variants may continue to impact the United States economy. It is difficult to predict the ultimate impact on the United States economy in general, the impact on the quick service drive-through segment of the food service industry, and our operating results and financial condition. $5,940,087.
Our primary requirements for liquidity are to fund our working capital needs, capital expenditures, and general corporate needs, as well as to invest in or acquire businesses.businesses that are synergistic with our business. Our operations do not require significant working capital, and, like many restaurant companies, we generallymay operate with negative working capital. We anticipate that working capital deficits may be incurred in the future and possibly increase. Our primary liquidity and cash flow sources are operating cash flows and cash on hand. We use this to service debt, maintain our stores to operate efficiently, and increase our working capital. Our working capital position benefits from the fact that we collect cash from sales from our customers at the point of purchase or within a few days from our credit card processor; generally,processor. Generally, payments to our vendors are not due for thirty days.
Summary of Cash Flows
Cash Flows Provided (used) by Operating Activities
The 2023 26-week period resulted in cash flow used of $111,747 compared to cash flow from operations of $498,068 in the prior year. The winter months have historically been seasonally the slowest part of the Company’s business, and the first quarter of 2023 was impacted by harsh winter weather.
Cash Flows Provided by OperatingInvesting Activities
OperatingIn the 26-week period, cash flowfrom investing activities was $4,996,865, primarily the result of proceeds at maturity of $5 million in Treasury Bills held at the first halfend of 2022 was $498,068.and proceeds from the sale of the West St. Paul location in 2022. The cash flow from operations was impacted positively by our recent acquisitions. We expect operating cash flow in future periodsCompany continues to be significantly impacted by our recent acquisitions.focus on identifying potential acquisition opportunities.
Cash Flows Used in Investing Activities
During fiscal 2022, we have focused on identifying acquisitions in the food service and related industries, purchasing two operating restaurants, and purchasing a 41.2% interest in a publicly traded casual dining business.
Cash Flows Used in Financing Activities
A significant portion of ourthe Company’s cash flow used in financing activities is allocated to service our debt.the Company’s debt and purchase of Treasury shares.
Contractual Obligations
As of July 3, 2022,2, 2023, we had $4.1approximately $2.6 million in contractual obligations relating to amounts due under mortgages on the real property whereon which stores are situated, including $2.9 million in capitalized lease obligations related to our recent acquisitions.situated. Our monthly required payment is approximately $39,000. In the second quarter$32,000 and $2,343,000 of fiscal 2021, we refinanced mostfuture lease payments requiring a total minimum monthly payment of our outstanding mortgage debt with a new lender lowering our nominal interest cost from 4.75% to 3.45% fixed for the next ten years.
Qualitative and Quantitative Disclosure about Market Riskapproximately $25,000.
Commodity Price Risk
We are subject to volatility in food costs due to market risk associated with commodity prices. Our ability to recover increased costs through higher pricing is, at times, limited by the competitive environment in which we operate. Generally, we do not have pricing agreements with our suppliers to manage these risks. Beef is our largest single food purchase, and the price we pay for beef fluctuates weekly based on beef commodity prices. We do not currently manage this risk with commodity future and option contracts.
Seasonality and Inflation
Many of our restaurants experience significant seasonal fluctuations in activity and revenue.
Seasonal factors and the timing of holidays cause our revenue at our Burger Time locations to fluctuate from quarter to quarter. Our revenue per Burger Time restaurant is typically slightly lower in the first and fourth quarters due to holiday closures and the impact of cold weather at all our locations. Adverse weather conditions may also affect customer traffic, especially in the first and fourth quarters, when customers do not use our outdoor seating areas, which impacts the use of these areas and may adversely affect our revenue. PIE benefits from robust tourism on Cape Cod in the late spring through early fall months. The results of operations during the second and third fiscal quarters at this location will be materially more significant than during the first and fourth fiscal quarters.
Keegan’s will benefit from additional customer traffic in Florida during the colder months in the northern part of the country; as tourists and seasonal residents seek to escape to warmer climates, daily customer counts increase at Keegan’s.
Inflation has had a material effect on our business as food, labor, and other operating costs have adversely affected operations. Generally, we have been able to increase menu prices or modify our operating procedures to offset increases in operating costs substantially. As inflation continues, we may not be able to raise prices to keep pace with increasing costs, particularly when compared to larger competitors that may be able to manage the risk of rising prices better.
Inflation has had a material effect on our business as food, labor, and other operating costs have adversely affected operations. However, we generally have been able to increase menu prices or modify its operating procedures to offset increases in its operating costs substantially.
Our business is subject to a wide range of federal, state, and local regulations, which are subject to change in ways we cannot now anticipate. We are uncertain as to the effect that changes in the regulatory environment may have on our Company.
Off-Balance Sheet Arrangements
The Company did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the Securities and Exchange Commission.
Recent Accounting Pronouncements
There has been no impact to our financial statements and our results of operations and financial condition as the result of the adoption of Recent Accounting Pronouncements, see “Part I, Item 1, Note 1. Summary of Significant Accounting Policies” of the Notes to Condensed Consolidated Financial Statements included in this quarterly report. The Company follows ASC 842, covering accounting for leases, and has recorded Right to Use Assets and related lease liabilities for the lease contracts.
Critical Accounting Policies and Estimates
Our discussion and analysis of operating results and financial condition are based upon our condensed consolidated financial statements. The preparation of our condensed consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, sales, expenses, and related disclosures of contingent assets and liabilities. We base our estimates on experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis.
Our critical accounting policies are those that materially affect our financial statements and involve subjective or complex judgments by management. Although these estimates are based on management’s best knowledge of current events and actions that may impact us in the future, actual results may be materially different from the estimates. Our significant accounting policies are disclosed in our annual report Form 10-K for the fiscal year ended January 2, 2022.
Jumpstart Our Business Startups Act of 2012
We qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to avail ourselves of this extended transition period. As a result, we will adopt new or revised accounting standards on the relevant dates on which such standards are required for other public companies are adopted.
Subject to certain conditions set forth in the JOBS Act, we are also eligible for and intend to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including (i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (iii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We may take advantage of these exemptions until we are no longer an emerging growth company. We will continue to be an emerging growth company until the earliest to occur of (i) the last day of the fiscal year in which the market value of our common stock that is held by non-affiliates exceeds $700 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year in which we had total annual gross revenue of $1 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which we have issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the completion of our initial public offering.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”). Weand are not required to provide the information under this item.
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ITEM 4. CONTROLS AND PROCEDURES.PROCEDURES
Disclosure Controls and Procedures
(1) Evaluation of Disclosure Controls and Procedures
We maintain a set of disclosure controls and procedures designed to ensure that information required to be disclosed by us in the reports we filed under the Securities Exchange Act is recorded, processed, summarized, and reported within the periods specified by the SEC’s rules and forms. Disclosure controls are also designed to ensure that this information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As of July 3, 2022,2, 2023, our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures pursuant tounder Rule 13a-15(b) promulgated under the Exchange Act. Based upon that evaluation, and the material weakness in our internal control over financial reporting as disclosed in the Company’s Form 10-K for the fiscal year ended January 3, 2021, our Chief Executive Officer and Chief Financial Officer concluded that, as of July 3, 2022,2, 2023, our disclosure controls and procedures were not effective at a reasonable assurance level in ensuring that material information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules, regulations, and formsas of the SEC, including ensuring that such material information is accumulatedend of the period covered by and communicatedthis report because we lack the necessary corporate accounting resources to our management, including our Chief Executive Officer, Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
(2) Changes in Internal Control over Financial Reporting
The Company disclosed a material weakness for lack ofmaintain adequate segregation of duties andduties. We did not performingperform an adequateeffective risk assessment on monitoring ofor monitor internal controls over financial reportingreporting. Management is developing and implementing a series of accounting systems, procedure changes, and internal controls intended to provide adequate controls over financial reporting.
Changes in its Form 10-K for the fiscal year ended January 3, 2022. While we are addressing these deficiencies, there hasinternal control over financial reporting
There have been no significant changechanges in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934 that occurred during our most recent fiscal quarter that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting. As a result of recent restaurant acquisitions, we are integrating our controls and procedures into the acquired businesses. We will include the internal controls for the acquired businesses in our assessment of the effectiveness of our internal controls over financial reporting as of the end of our current fiscal year. Other than the recent acquisitions, during the period covered by this report, there were no changes in the Company’s internal controls over financial reporting which materially affected or are reasonably expected to impact our internal financial reporting controls.
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PART II - II—OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and are not required to provide the information required under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered Sales of Equity Securities
On February 9, 2022, the independent members of the Board of Directors and the Compensation Committee of the board of Directors approved a grant of 250,000 shares of common stock to each of Gary Copperud and Kenneth Brimmer, the Company’s chief executive officer and chief financial officer, respectively, if, so long as the Company’s publicly traded warrants are outstanding, the Company’s common stock trades at $8.50 per share for 20 consecutive trading days. Final approval of the awards is contingent upon shareholder approval of an increase in the number of shares available for grant under the 2019 Incentive Plan, which is expected to be proposed at the next annual meeting of shareholders. The award of the shares is tied directly to the price at which the common stock purchase warrants issued in the Company’s initial public offering completed in November 2021 are redeemable by the Company. The warrants initially are exercisable at $5.50 per share (subject to adjustment under certain circumstances). The Company expects that if and when the warrants become redeemable, holders will exercise their warrants, and the Company will receive additional capital to fund acquisitions and growth.
Other than as set forth above, sinceSince the date on which the Company filed its annual report on Form 10-K and through the date of this quarterly report, wethe Company did not sell any securities.
Use of Proceeds
Since the closing of the Company’s initial public offering in November 2021, the Company has used the proceeds received from the sale of securities to acquire (i) the restaurant assets of Keegan’s Seafood Grille ($1,150,000) and Pie in the Sky Bakery and Coffee Shop ($1,160,000) and (ii) a 41.2% of the outstanding shares of common stock of Bagger Dave’s ($1,260,000), all as more fully described under Management’s Discussion and Analysis of Financial Condition and Results of Operations.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None
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ITEM 6. EXHIBITS.
Exhibit | Description | |
101.INS |
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101.SCH |
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101.CAL |
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101.DEF |
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101.LAB |
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101.PRE |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BT BRANDS, INC. | ||
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Date: August 16, | By: | /s/ Kenneth Brimmer | |
| Name: | Kenneth Brimmer |
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| Title: | Chief Operating Officer and Principal Financial Officer |
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