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What changed in BT Brands, Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of BT Brands, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+286 added−317 removedSource: 10-K (2025-03-31) vs 10-K (2023-04-18)

Top changes in BT Brands, Inc.'s 2024 10-K

286 paragraphs added · 317 removed · 234 edited across 5 sections

Item 1. Business

Business — how the company describes what it does

59 edited+9 added−18 removed9 unchanged
Biggest changeAs of April 1, 2023, including our 41.2% owned Bagger Dave’s business, we operated nineteen restaurants comprising the following: · 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”).
Biggest changeAs of December 29, 2024, including our partially owned Bagger Dave’s business, we operated seventeen restaurants comprising the following: · Eight Burger Time fast-food restaurants located in the North Central region of the United States, collectively (“BTND”), a Sioux Falls, South Dakota location was closed in February 2024 the total of eight locations includes a location in Ham Lake, Minnesota that was closed following the end of 2024 in January 2025; · Bagger Dave’s Burger Tavern, Inc., a partially owned affiliate (39.6%), operates six Bagger Dave’s restaurants in Michigan, Ohio, and Indiana (“BDVB”); · Keegan’s Seafood Grille in Indian Rocks Beach, Florida (“Keegan’s”); · Pie In The Sky Coffee and Bakery in Woods Hole, Massachusetts (“PIE”). · Schnitzel Haus is a German-themed fine dining restaurant and bar in Hobe Sound, Florida “Schnitzel”. · Village Bier Garten is a German-themed restaurant, bar, and entertainment venue in Cocoa, Florida (“VBG”).
On February 12, 2022, we invested $229,000 in 138,788 shares of NGI Series A1 8% Cumulative Convertible Preferred Stock, convertible share for share into NGI common shares. This investment is reflected at the cost of $229,000. The preferred investment included a five-year warrant to purchase 34,697 shares at $1.65 per share.
On February 12, 2022, we invested $229,000 in 138,788 shares of NGI Series A1 8% Cumulative Convertible Preferred Stock, convertible share for share into NGI common shares. This investment is reflected at the cost of $229,000. The preferred investment included a five-year warrant to purchase 34,697 shares at $1.65.
We acquired the “Pie In The Sky” tradename and the piecoffee.com web address as part of the purchase. PIE has served the local community and ferry travelers to Martha’s Vineyard for nearly forty years. PIE serves a variety of breakfast and lunch sandwiches, all prepared on store-baked bread; handmade pastries, soups and salads are all freshly made.
We acquired the “Pie In The Sky” tradename and the piecoffee.com web address as part of the purchase. PIE has served the local community and ferry travelers to Martha’s Vineyard for nearly forty years. PIE serves a variety of breakfast and lunch sandwiches prepared on store-baked bread; pastries, soups and salads are all freshly made on-site.
We have registered “It’s Burger Time” with the United States Patent and Trademark Office. Our trademarks and service marks, whether or not formally registered, are valuable to us and important to our marketing efforts. We may develop additional marks in the future. Our policy is to pursue registration of our marks when appropriate and to vigorously oppose infringement .
We have registered “It’s Burger Time” with the United States Patent and Trademark Office. Our trademarks and service marks, whether or not formally registered, are valuable to us and essential to our marketing efforts. We may develop additional marks in the future. Our policy is to pursue registration of our marks when appropriate and to oppose infringement vigorously .
Seasonality Seasonal factors and the timing of holidays cause our revenue to fluctuate from quarter to quarter. Our BTND revenue is typically lower in the first and fourth quarters because of winter weather. PIE is highly seasonal, with a significant portion of its business occurring during summer. Our Florida locations achieve peak revenue during the winter travel season.
Seasonality Seasonal factors and the timing of holidays cause our revenue to fluctuate from quarter to quarter. Our BTND revenue is typically lower in the first and fourth quarters because of winter weather. PIE is highly seasonal, with a significant portion of its business occurring during the summer. Our Florida locations reach peak revenue during the winter travel season.
Pie In The Sky Coffee and Bakery On May 11, 2022, we acquired the assets of Pie In The Sky Coffee and Bakery (“PIE”), a coffee restaurant and bakery near the Steamship Authority ferry terminal in Woods Hole, Massachusetts. We acquired the assets for an aggregate purchase price of $1,150,000.
Pie In The Sky Coffee and Bakery On May 11, 2022, we acquired the assets of Pie In The Sky Coffee and Bakery (“PIE”), a coffee shop and bakery restaurant located near the Steamship Authority ferry terminal in Woods Hole, Massachusetts. We acquired the assets for an aggregate purchase price of $1,150,000.
We are also subject to the Americans with Disabilities Act, which prohibits discrimination based on disability in public accommodations and employment. States, counties, and cities have enacted menu labeling laws requiring restaurant operators to disclose certain nutritional information to consumers or have enacted legislation restricting the use of certain ingredients in restaurants.
We are also subject to the Americans with Disabilities Act, which prohibits discrimination based on disability in public accommodations and employment. 9 Table of Contents States, counties, and cities have enacted menu labeling laws requiring restaurant operators to disclose certain nutritional information to consumers or have enacted legislation restricting the use of certain ingredients in restaurants.
Dining choices continue to expand with the increasing popularity of food delivery services. The restaurant industry is often affected by changes in consumer tastes, dietary trends, local and national economic conditions, demographics, traffic patterns, consumer spending, population trends, and local traffic patterns. The restaurant industry has few barriers to entry, and new competitors may emerge at any time.
Dining choices continue to expand with the increasing popularity of food delivery services. The restaurant industry is affected by, among other things, changes in consumer tastes, dietary trends, local and national economic conditions, demographics, traffic patterns, consumer spending, population trends, and local traffic patterns. The restaurant industry has few barriers to entry, and new competitors may emerge at any time.
Most of our hourly staff, except for Bagger Dave’s Michigan tip-compensated employees, are paid above the applicable federal or state minimum wage. Accordingly, increases in the minimum wage likely will not have a significant impact on labor costs. We also may be subject to various laws and regulations related to any future franchise operations.
Most of our hourly staff, except for BDVB’s Michigan tip-compensated employees, are paid above the applicable federal or state minimum wage. Accordingly, increases in the minimum wage likely will not have a significant impact on labor costs. We may also be subject to various laws and regulations related to future operations.
Competition We own restaurants in the quick service, fast casual, and casual dining categories of the restaurant industry. The competitive environment in each category is intense in terms of price, service, location, and food quality. We face significant competition from a wide variety of restaurants on a national, regional, and local level.
Competition We own restaurants in the industry’s quick service, fast casual, and casual dining categories. The competitive environment in each category is intense in terms of price, service, location, and food quality. We face significant competition from a variety of restaurants on a national, regional, and local level.
Many of these requirements are inconsistent or interpreted differently from one jurisdiction to another.
Many of these requirements are inconsistent or interpreted differently from one area to another.
Our juicy, flame-broiled burgers, called “Bigger Burgers,” are made with approximately 25% more meat and are larger in diameter than our competitors' typical quarter-pound burger offerings. Our burger patties are made to our specifications by our supplier. We prepare each burger to a customer’s order and serve it hot and fresh.
Our juicy, flame-broiled burgers, called “Bigger Burgers,” are made with approximately 25% more meat and are larger in diameter than our competitors’ typical quarter-pound burger offerings. Our burger patties are produced to our specifications by our supplier. We prepare each burger to a customer’s order and serve it hot and fresh. Other entrees include chicken sandwiches and chicken tenders.
As we develop and extend our business into new food concepts and geographic areas, we expect to pursue strategies that will leverage our multiple brands, capacity, and reach, which may include: · creating dual concept locations allowing for two or more of our brands to operate in a single space with a shared kitchen; · offering third-party (e.g., Uber Eats) and local delivery services; · entering into licensing agreements allowing the third-party sale of our products; and · employing direct database marketing, including social media, to drive business.
As we develop and extend our business into new food concepts and geographic areas, we expect to pursue strategies that will leverage our multiple brands, capacity, and reach, which may include: · creating dual concept locations, allowing for two or more of our brands to share physical assets; · offering third-party (e.g., Uber Eats, GrubHub) and local delivery services; · entering into licensing agreements allowing the third-party sale of our products and · employing direct database marketing, including social media, to drive business.
Subject to seasonal and local conditions, our restaurants are generally open seven days a week from 10 a.m. until 9 or 10 p.m., depending on the time of year. We offer online ordering through our website with curbside delivery. Burger Time serves the drive-thru and take-out segment of the restaurant industry.
Subject to seasonal and local conditions, our restaurants are generally open seven days a week from 10 a.m. until 9 or 10 p.m. We offer online ordering through our website with curbside delivery and have initiated sales through third-party delivery services. Burger Time serves the drive-thru and take-out segment of the restaurant industry.
We cater to consumers who appreciate the size and variety of our burgers and the value of our Bigger Burger, combined with the speed and efficiency provided by our single and double drive-thru windows.
Our Burger Time brand appeals to a broad spectrum of consumers. We cater to consumers who appreciate the size and variety of our burgers and the value of our Bigger Burger, combined with the speed and efficiency provided by our single and double drive-thru windows.
Keegan’s motto is “Eat Fresh and Eat Wild.” Keegan’s is well known for daily fish specials, innovative seafood dishes, an extensive kids’ menu, and excellent service. Keegan’s offers a selection of beer and wine. The restaurant features indoor and outdoor dining options, is open daily for lunch and dinner, and offers take-out and curbside pickup options.
Keegan’s motto is “Eat Fresh and Eat Wild.” Keegan’s is known for daily fish specials, innovative seafood dishes, and excellent service. Keegan’s also offers a selection of beer and wine. The restaurant features indoor and outdoor dining options, is open daily for lunch and dinner, and offers takeout and curbside pickup options.
Our recent acquisitions have allowed us to diversify our operations into new restaurant segments and new geographic regions, reducing our dependency on the financial performance of our Burger Time restaurants. 1 Table of Contents Our Restaurants Burger Time Burger Time restaurants feature a variety of burgers and other quick-serve foods.
Our acquisitions have diversified our operations into new restaurant segments and new geographic regions, reducing our dependency on the financial performance of our Burger Time restaurants. 5 Table of Contents Our Restaurants Burger Time Burger Time restaurants feature a variety of burgers and other quick-serve foods.
Additional elements of our growth strategy encompass increasing sales and efforts to boost brand awareness. Our Corporate History The Company was incorporated in Delaware as Hartmax of NY, Inc. in January 2016. In 2020, we changed our corporate domicile from Delaware to Wyoming. The Burger Time brand originated in August 1987 with the first restaurant in Fargo, North Dakota.
Additional elements of our growth strategy encompass increasing sales and efforts to lower costs and boost brand awareness. Our Corporate History The Company was incorporated in Delaware as Hartmax of NY, Inc. in January 2016. In 2020, we changed our corporate domicile from Delaware to Wyoming.
In evaluating potential acquisitions, we may consider the following characteristics, among others relevant to each opportunity: · the value proposition when comparing the purchase price to the potential return on our investment; · established, recognized brands within a geographic footprint; · a historical record of consistent and growing cash flow; · record of operating performance; · sustainable operating results; · geographic diversification; and · growth potential. 4 Table of Contents When we acquire new businesses, we will operate the business or businesses with a shared central management organization.
In evaluating opportunities, we consider the following characteristics, among others, relevant to each opportunity: · the value proposition when comparing the purchase price to the potential return on our investment; · established, recognized brands within a geographic footprint; · a historical record of consistent and growing cash flow; · record of operating performance; · sustainable operating results; · geographic diversification, and · growth potential.
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. By leveraging our management services platform, we will achieve post-acquisition cost benefits by reducing the corporate overhead of the acquired business.
We operate our businesses with a shared central management organization. Following an acquisition, we may pursue a plan to expand the number of locations and increase the comparable store sales and profits, as described below. By leveraging our management services platform, we seek to achieve post-acquisition cost benefits by reducing the acquired business’s corporate overhead.
In addition, each of our restaurants has a General Manager, an assistant manager or supervisor, and a varying number of restaurant staff, all hourly employees. Including wholly owned subsidiaries of the Company, as of April 15, 2023, we had approximately 220 employees, including 51 full-time and 168 part-time employees.
In addition, each of our restaurants has a General Manager, an assistant manager or supervisor, and a varied number of restaurant staff, all hourly employees. Including wholly owned subsidiaries of the Company, as of March 1, 2025, we had approximately 180 employees, including 40 full-time and 140 part-time employees.
Our full-time employees include three full-time, salaried managers and assistant managers and a varying number of staff, all of whom are hourly employees. Village Bier Garten On August 4, 2022, we acquired substantially all of the assets, including tradenames and social media accounts of Von Stephan Village Bier Garten.
Our employees include a full-time salaried manager and a salaried kitchen manager; the remaining restaurant staff are hourly employees. Village Bier Garten On August 4, 2022, we acquired substantially all of the assets, including the trade names and social media accounts of Von Stephan Village Bier Garten.
Our CEO, Gary Copperud, is Chairman of the board of directors of NGI. Our Chief Operating Officer, Kenneth Brimmer, is also a member of the board of directors of NGI and serves as its Chief Financial Officer.
Our CEO, Gary Copperud, is Chairman of the board of directors of NGI. Our COO, Kenneth Brimmer, is also an NGI board member and serves as its CFO.
We also received warrants expiring March 31, 2029, to purchase 358,000 shares of common stock for $1.00 per share. We attributed $75,000 to the value of the equity received. This amount was reflected as interest income in 2020. The 2020 fair value continues to be reflected as the value of this investment.
Under the Note modification terms, we acquired 179,000 NGI common shares from its founders. We also received warrants expiring on March 31, 2029, to purchase 358,000 shares of common stock for $1.00 per share. We attributed $75,000 to the value of the equity received. This amount was reflected as interest income in 2020.
These systems allow managers to monitor sales, labor, customer counts and other pertinent information. The general manager of each restaurant reports directly to a Director of Operations, who in turn reports to our Chief Operating Officer, who oversees all aspects of restaurant operations, including kitchen operations, restaurant facility management, new restaurant openings and the roll-out of key operational initiatives.
The general manager of each restaurant reports directly to the Director of Operations, who in turn reports to our Chief Operating Officer, who oversees all aspects of restaurant operations, including restaurant facility management, new restaurant openings and the roll-out of key operational initiatives.
In addition, we offer patrons freshly roasted coffee beverages, smoothies, and brand merchandise. The store is open seven days a week, year-round, except Christmas. As of April 15, 2023, PIE employed 47 persons, including three full-time and 44 part-time employees.
In addition, we offer patrons fresh, on-site roasted coffee beverages, smoothies, and brand merchandise. The store is open seven days a week, year-round, except for Christmas. As of March 1, 2025, PIE employed 23 people, including three full-time and 20 part-time employees.
As of April 15, 2023, Keegan’s employed 41 persons, including 21 full-time and 20 part-time employees. Our employees include a full-time, salaried manager and a salaried kitchen manager; the remaining restaurant staff are hourly employees.
As of March 1, 2025, Keegan’s employed 38 persons, including 12 full-time and 26 part-time employees. Our employees include a full-time salaried manager and a salaried kitchen manager; the remaining restaurant staff are hourly employees.
Our strategy is acquiring restaurant concepts and individual properties at attractive earnings multiples. Other key elements of our growth strategy encompass increasing same-store sales and introducing a campaign to boost brand awareness.
Growth Strategy We seek to increase value for our shareholders in the food service industry. Our strategy is to acquire restaurant concepts and individual properties at attractive earnings multiples. Other key elements of our growth strategy include increasing same-store sales and introducing a campaign to boost brand awareness.
The investment in NGI does not have a readily determinable market value, and it is carried at the historic cost determined by BT Brands.
The investment in NGI does not have a readily determinable market value, and it is carried at the historic cost determined by BT Brands, which the Company believes is reasonable relative to recent stock sales by NGI. 10 Table of Contents
As a result, no assurance can be given that we have identified potential environmental liabilities at our properties or that such liabilities will not have a material adverse effect on our financial condition. Employees As of April 15, 2023, our corporate office had three employees.
As a result, no assurance can be given that we have identified potential environmental liabilities at our properties or that such liabilities will not adversely affect our financial condition. Employees As of March 1, 2025, our corporate office has four employees.
None of our employees are unionized or covered by collective bargaining agreements, and we consider our current employee relations to be good. Marketable Securities From time to time, we purchase publicly traded marketable securities.
None of our employees are unionized or covered by collective bargaining agreements, and we consider our current employee relations to be good. Marketable Securities From time to time, we purchase publicly traded marketable securities. Historically, these securities comprised investments in exchange-listed common stocks with published prices per share readily available.
We operate each of our restaurants with standards and procedures designed to comply with applicable laws, codes, and regulations.
We operate each restaurant with standards and procedures that comply with applicable laws, codes, and regulations.
We also focus on food safety and sanitation, employment laws and regulations, and systems to control food and labor costs. All managers and assistant managers must obtain the required food safety (HACCP) certification applicable to their location. Each restaurant has a point-of-sale system monitored by the management of the restaurant.
Our training stresses food quality, fast, friendly customer service, restaurant cleanliness, and proper management operations of a quick service restaurant. We also focus on food safety and sanitation, employment laws and regulations, and systems to control food and labor costs. All managers and assistant managers must obtain the required food safety (HACCP) certification applicable to their location.
Environmental Matters We are subject to extensive federal, state, and local laws and regulations relating to environmental protection, including regulation of discharges into the air and water, storage and disposal of waste, and clean-up of contaminated soil and groundwater.
We are not engaged in the business as a “franchisor.” Environmental Matters We are subject to extensive federal, state, and local laws and regulations relating to environmental protection, including regulating discharges into the air and water, storing and disposing of waste, and cleaning contaminated soil and groundwater.
Keegan’s Seafood Grille On March 2, 2022, we acquired substantially all the assets of Keegan’s Seafood Grille, Inc., an operating restaurant located in Indian Rocks Beach, Florida, for $1,150,000. Keegan’s Seafood Grille has operated in the same location for over 35 years, serving the Clearwater, Florida market.
(“Keegan’s”), an operating restaurant located in Indian Rocks Beach, Florida, for $1,150,000. Keegan’s Seafood Grille has operated in the same location for over 35 years, serving the Clearwater, Florida market. We acquired the “Keegan’s Seafood Grille” tradename and website and plan to continue to operate as Keegan’s Seafood Grille.
Growth Through Acquisitions We intend to continue to make acquisitions that provide an entrance into targeted restaurant segments and geographic areas. Restaurant businesses frequently become available for acquisition. We may purchase either individual restaurant properties or multi-unit businesses at prices projected to provide attractive returns on our investment.
Acquisitions may provide an entrance into targeted restaurant segments and geographic areas. Restaurant businesses frequently become available for acquisition. We may purchase either individual restaurant properties or multi-unit businesses at prices expected to provide attractive returns on our investment. In addition, we may acquire operating assets where a franchise program is the focus of the acquired food service business.
The net proceeds from the IPO, including the exercise of the underwriters’ option to purchase additional warrants, were approximately $10.7 million, excluding any proceeds from the exercise of warrants and after deducting underwriting discounts and commissions and payment of estimated offering expenses of approximately $1.3 million.
The net proceeds from the IPO were approximately $10.7 million, excluding any proceeds from the exercise of warrants and after deducting underwriting discounts and commissions and payment of estimated offering expenses of approximately $1.3 million. Following our IPO, we have pursued the acquisition of restaurant properties in diverse locations across the United States.
If we acquire restaurant chains or individual units close to each other, concentration could provide economic synergies with respect to management functions, marketing, advertising, supply chain assistance, staff training, and operational oversight. Increase Sales Same-store sales growth reflects the change in year-over-year sales for the comparable store base.
If we acquire restaurant chains or individual units near each other, concentration could provide economic synergies for management functions, marketing, advertising, supply chain assistance, staff training, and operational oversight. 8 Table of Contents Increase Sales Our primary goal is to grow sales in our restaurant operations to optimize restaurant performance.
We intend to deploy a multi-faceted sales growth strategy to optimize restaurant performance. We will apply techniques proven in the restaurant industry to increase same-store sales at all our restaurants. We also may develop new approaches that reflect our corporate character and restaurant composition.
One of the metrics we use to measure an increase in sales is same-store sales growth, which reflects the change in year-over-year sales for the comparable store base. We apply techniques proven in the restaurant industry to increase same-store sales at all our restaurants. We also may develop new approaches that reflect our corporate character and restaurant composition.
As a public company, we may be presented with and would evaluate any other opportunities that may become available, including, for example, a reverse merger candidate in the restaurant industry, whereby a significantly larger private restaurant chain seeking to avail itself of our public company status by merging with our business.
As a public company, we may be presented with other opportunities, including a reverse merger opportunity, whereby a significantly larger company avails itself of our public company status by merging with our business. We will evaluate these opportunities if and when they are presented. Acquisitions We are evaluating our acquisition strategy in the restaurant industry.
We expect to utilize customer feedback and analyze sales data to introduce, test, and hone existing and new menu items. In addition, we will investigate using public relations and experiential marketing to engage customers. Our strategies to increase same-store sales will evolve as we acquire new restaurant concepts in new markets.
We utilize customer feedback and analyze sales data to introduce, test, and hone existing and new menu items. Our strategies to increase same-store sales will evolve as we acquire new restaurant concepts in new markets. Increase Brand Awareness Increasing brand awareness is essential to our Company’s growth. We intend to develop and implement forward-looking branding strategies for our businesses.
Our objective is to build value for our shareholders in the food service industry. Our principal strategy is to acquire multi-unit restaurant concepts and individual restaurant properties at attractive earnings multiples. During fiscal 2022, we deployed a portion of our November 2021 public offering acquiring three operating restaurant properties. We operate the acquired businesses with a shared central management organization.
This business ceased operations and was closed in January 2025. Our objective is to build value for our shareholders in the food service industry. Our principal strategy is acquiring restaurant properties at attractive earnings multiples. In 2024, we continued to evaluate business opportunities. We operate our businesses with a shared central management organization.
We believe federal and state environmental regulations have not had a material effect on operations, but more stringent and varied requirements of local government bodies concerning zoning, land use, and environmental factors could delay construction and increase development costs for new restaurants. 5 Table of Contents We are also subject to the Fair Labor Standards Act, the Immigration Reform and Control Act of 1986, and various federal and state laws governing such matters as minimum wages, overtime, unemployment tax rates, workers’ compensation rates, citizenship requirements, and other working conditions.
We are also subject to the Fair Labor Standards Act, the Immigration Reform and Control Act of 1986, and various federal and state laws governing such matters as minimum wages, overtime, unemployment tax rates, workers’ compensation rates, citizenship requirements, and other working conditions.
Additional Burger Time restaurants opened in Minnesota, North Dakota, and South Dakota in the following years.
The Burger Time brand originated in August 1987 with the first restaurant in Fargo, North Dakota. In subsequent years, Burger Time restaurants were opened in Minnesota, North Dakota, and South Dakota.
Other entrees include chicken sandwiches, pulled pork sandwiches, and chicken chunks. We offer an array of traditional and signature sides, many of which have evolved into regional favorites. We also offer other reasonably priced food and beverage items. From time to time, we offer specialty sandwiches and wraps at competitive prices.
We offer an array of traditional and signature sides, many of which are regional favorites. We offer other reasonably priced food and beverage items. From time to time, we offer specialty sandwiches and wraps at competitive prices. Our limited menu is designed to deliver quality across all products, combining a high taste profile and speedy delivery.
We support our managers by offering competitive wages, including incentive bonuses for performance. Our experienced managers train new assistant managers in all facets of a restaurant’s operations. Our manager training stresses food quality; fast, friendly customer service; restaurant cleanliness; and proper management operations of a quick service restaurant.
We focus on customer service and quality and seek to staff our stores with friendly, customer-focused personnel. Our managers and assistant managers are full-time employees. We support our managers by offering competitive wages, including incentive bonuses for performance. Our experienced managers train new assistant managers in all aspects of operations.
All our restaurants prepare detailed monthly operating budgets and compare their actual results to their budgets. We purchase a majority of our food, paper, packaging and related supplies for our Burger Time restaurants from Sysco Corporation, the nation’s largest distributor of food products. Sysco distributes these supplies to our restaurants on a frequent and routine basis.
Under this arrangement, we purchase most of the food, paper, packaging, and related supplies for our Burger Time restaurants from Performance Food Services, one of the nation’s largest distributors of food products. Performance Food Services makes deliveries to our restaurants on a frequent and routine basis.
However, as we expand our restaurant base, our marketing and advertising expenditures may need to increase. We expect to develop more sophisticated marketing programs, including an expanded social media presence, to build consumer brand awareness of our restaurants. Growth Strategy We are seeking to increase value for our shareholders in the food service industry.
Generally, restaurant sales are derived from drive-by traffic and dedicated return visits from loyal customers. Increasing our restaurant revenues may require an increase in marketing and advertising expenditure. We expect to develop more sophisticated marketing programs, including an expanded social media presence, to build consumer brand awareness of our restaurants.
(“NGI”) includes equity in the form of 179,000 common shares received in 2020 ownership as consideration for extending the maturity of a note receivable that was repaid in August 2020. Under terms of the Note modification, we received 179,000 shares of common stock in NGI from the founders of NGI.
NGI related party investment- Our total investment in NGI Corporation (“NGI”) is $424,000, which includes $120,000 in loans to NGI during 2024 and $304,000 in prior equity investment in NGI. The NGI investment includes equity in the form of 179,000 common shares received in 2020 as consideration for BTND extending the maturity of a note receivable repaid in August 2020.
Each restaurant typically employs eight to sixteen employees, including a manager and an assistant manager. Work shifts are staggered to ensure superior customer service during our busiest times. We focus on customer service and seek to staff our stores with friendly, customer-focused personnel. Our managers and assistant managers are full-time employees.
The menu, store layout and equipment are designed to work together to offer exceptional food with fast service times. This integrated design allows for maximum food output with minimal labor. Each restaurant typically employs eight to sixteen employees, including a manager and an assistant manager. Work shifts are staggered to ensure superior customer service during our busiest times.
The development and construction of any new restaurants will be subject to compliance with applicable zoning, land use, and environmental regulations.
The development and construction of new restaurants will be subject to compliance with applicable zoning, land use, and environmental regulations. Federal and state environmental regulations have not had a material effect on operations. However, more stringent and varied requirements of local governments concerning zoning, land use, and environmental factors could delay construction and increase development costs for any new restaurants.
We acquired the “Keegan’s Seafood Grille” tradename and website and plan to continue to operate as Keegan’s Seafood Grille. Keegan’s is a family-friendly casual restaurant located directly across the street from the beach. The establishment’s award-winning dishes are made in-house using the freshest local ingredients.
In November 2024, operations at Keegan’s were disrupted for approximately six weeks by Hurricane Helene, which caused significant damage to the Indian Rocks Beach community. Keegan’s is a family-friendly casual restaurant located directly across the street from the beach. The establishment’s award-winning dishes are made in-house using the freshest local ingredients.
We emphasize direct database marketing supplemented by social media tools to promote our brand and local stores. Collectively, however, our marketing-related expenditures have historically comprised less than 1% of our net revenues. Generally, restaurant sales are derived from drive-by traffic and dedicated return visits from loyal customers.
We also utilize marketing incentives from our suppliers whenever possible. Our restaurants offer online ordering capability and a curbside delivery program through our websites. We emphasize direct database marketing supplemented by social media tools to promote our brand and local stores. Marketing-related expenditures have typically been less than 1% of net revenues.
Bagger Dave’s Burger Tavern In June 2022, we acquired capital stock representing 41.2% ownership of Bagger Dave’s Burger Tavern, Inc., a publicly-traded company that owns and operates six Bagger Dave’s restaurants, a casual restaurant and bar concept. Bagger Dave’s provides an inviting, entertaining atmosphere specializing in burgers, tavern-style pizzas, hand-cut fries, local craft beers, milkshakes, salads and other items.
Bagger Dave’s is a casual restaurant and bar concept providing an inviting, entertaining atmosphere specializing in burgers, tavern-style pizzas, hand-cut fries, local craft beers, milkshakes, salads, and other items. BDVB opened its first location in Berkley, Michigan, in January 2008 and currently operates four restaurants in Michigan, one in Ft. Wayne, Indiana, and one in Centerville, Ohio.
The failure to comply with ACA is significant and new regulations increasing coverage requirements and costs could have a material adverse effect on our business. We are not engaged in the business as a “franchisor.” We operate a Dairy Queen unit as a “franchisee” of Dairy Queen.
The failure to comply with ACA is substantial, and new regulations, increasing coverage requirements and costs could adversely affect our business.
Wayne, Indiana, and one location in Centerville, Ohio, with 165 full-time employees, including a total of 22 salaried managers and assistants. 3 Table of Contents Marketing and Advertising Our marketing and advertising expenditures have been principally allocated to social media, with limited advertisements in newspapers and radio.
BDVB has approximately 150 employees, including 20 salaried managers, 40 full-time, and 90 part-time employees. 7 Table of Contents Marketing and Advertising Our marketing and advertising expenditures are principally allocated to social media, with limited advertisements in newspapers and on the radio. In addition, we have employed product discount coupons, live remote broadcasts, customer contests, and direct mailings.
In addition, we intend to develop mobile applications that will allow consumers to find restaurants, order online and receive special offers. We expect our branding initiatives to evolve as we complete acquisitions. Trademarks and Service Marks We operate under several tradenames and have acquired a variety of trade and service marks.
We may seek to leverage social media and employ targeted digital advertising to expand the reach of our brands and drive traffic to our stores. We expect our branding initiatives to evolve as we complete acquisitions. Trademarks and Service Marks We operate under several trade names and have acquired a variety of trade and service marks.
Our eight Burger Time restaurants are in Minnesota, North Dakota and South Dakota. We own the real estate on which all but one of our Burger Time restaurants are situated. In addition, we lease the property for one of our Sioux Falls, South Dakota locations.
Our eight Burger Time restaurants, including our Ham Lake location, which was closed in January 2025, are in Minnesota, North Dakota, and South Dakota. We own the real estate on which our Burger Time restaurants are situated. Our Burger Time units are free-standing facilities with single or double “drive-thru” and walk-up service windows.
Historically, these securities consisted of investments in exchange-listed common stocks with published prices per share readily available. 6 Table of Contents Investments Our investments include our net investment of $1,065,187 in Bagger Dave’s as determined under the “Equity Method” of accounting. Our $304,000 total investment in Next Gen Ice, Inc.
Investments Bagger Dave’s- Our investments include our net investment of $304,439 in Bagger Dave’s as determined under the “Equity Method” of accounting, net of recording our equity share in Bagger Dave’s losses.
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Following our IPO, we have pursued the acquisition of restaurant properties in diverse locations across the United States.
Added
Each restaurant has a point-of-sale system (POS) monitored by management. In 2024, we implemented a cloud-based POS in all Burger Time locations, enhancing our ability to monitor store operations. This system allows management to monitor sales, labor, customer counts, and other pertinent information.
Removed
Our limited menu is designed to deliver quality across all products, a high taste profile, and speedy delivery. Our Burger Time brand appeals to a broad spectrum of consumers.
Added
Our restaurants are managed using weekly operating budgets, comparing their actual results to planned results and results from the prior year. In July 2024, we engaged a new primary food service vendor. We have agreed to a pricing structure with the new vendor, however, have not executed a contract.
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Our operating principles for Burger Time include: (i) offering a “Bigger Burger” to deliver our customers “more good food for your money”; (ii) offering a limited menu to permit attention to quality and speed of preparation; (iii) providing fast service by way of single and double drive-thru designs and a point-of-sale system that expedites the ordering and preparation process; and (iv) great tasting quality food made fresh to order at a fair price.
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As of March 1, 2025, Burger Time restaurants employed approximately 92 individuals, including 13 full-time and 79 part-time employees. Our full-time employees are salaried managers and assistant managers; the remaining restaurant staff are hourly employees. 6 Table of Contents Keegan’s Seafood Grille On March 2, 2022, we acquired substantially all the assets of Keegan’s Seafood Grille, Inc.
Removed
Our Burger Time units are free-standing facilities with single or double “drive-thru’ s” and walk-up service windows. The menu, store layout and equipment are designed to work together to offer exceptional food with fast service times. This integrated design allows for maximum food output with minimal labor.
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Our full-time employees include three full-time managers, including one manager dedicated to coffee roasting operations, assistant managers, and a varying number of staff, all of whom are hourly employees.
Removed
As of April 1, 2023, our Burger Time restaurants employed 81 individuals, including 20 full-time and 61 part-time employees.
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Schnitzel Haus On May 13, 2024, we acquired substantially all of the assets, including the trade name of Schnitzel Haus, a German-themed fine dining restaurant and bar in Hobe Sound, Florida (“Schnitzel”). Schnitzel has served the local community for more than 10 years.
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Our full-time employees are salaried managers and assistant managers; the remaining restaurant staff are hourly employees. 2 Table of Contents Dairy Queen Franchise In October 2015, we acquired a 99% ownership interest in a Dairy Queen (“DQ”) franchise in Ham Lake, Minnesota.
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Schnitzel serves a variety of traditional German and American menu offerings, wine, beer, and cocktails in an elegant, upscale setting. Schnitzel is open year-round, Monday through Saturday. As of March 1, 2025, Schnitzel employed 20 people, including three full-time and 20 part-time employees.
Removed
The franchise’s remaining 1% ownership interest is owned by the General Manager, with specific DQ qualifications and whose ownership is required under the operating agreement with the franchisor. We are party to a franchise agreement with DQ that, among other things, restricts our menu offerings to the established DQ menu and limits our flexibility.
Added
Village (“VBG”) is a German-themed, family-friendly casual restaurant and bar concept in Cocoa, Florida. Effective January 2, 2025, we closed the VBG location, sold equipment for $34,500 and assigned the lease to an unrelated party. Bagger Dave’s Burger Tavern In June 2022, we acquired common stock of Bagger Dave’s Burger Tavern, Inc. (“BDVB”), initially representing 41.2% ownership.
Removed
We are prohibited from selling non-DQ-approved items at this franchise location and may not market this restaurant as a part of Burger Time. We have no plans to enter into additional franchise agreements with DQ or any other national chain of restaurants. However, we will consider franchise opportunities if we become aware of an attractive opportunity.
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In 2024, our ownership share was reduced to 39.6% due to a sale of newly issued shares by BDVB. BDVB is a publicly traded company that owns and operates six Bagger Dave’s restaurants.
Removed
We have rebranded the business Village ( “VBG”), a German-themed, family-friendly casual restaurant and bar concept in Cocoa, Florida. VBG features authentic German food and imported German beers combined with regular entertainment, creating an entertaining atmosphere and delivering a memorable guest experience.
Added
We evaluate acquisition opportunities to determine if the transaction will be accretive and if we can efficiently integrate the business into our existing operations.
Removed
The restaurant offers indoor seating and access to an outdoor shared seating area where patrons eat and enjoy live entertainment most evenings. As of April 1, 2023, Village Bier Garten employed 31 persons, including six full-time and 25 part-time employees. Our employees include two salaried managers, two hourly assistant managers, and hourly restaurant staff.
Removed
Bagger Dave’s opened its first restaurant in Berkley, Michigan, in January 2008 and operates four restaurants in Michigan, one restaurant in Ft.
Removed
In addition, we have employed product discount coupons, live remote broadcasts, customer contests, and direct mailings. We also utilize marketing incentives from our suppliers whenever possible. Our Burger Time restaurants offer an online ordering capability and curbside delivery program through the BTND website, and we expect to implement online ordering at all of our businesses.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur strategy to pursue expansion through the acquisition of existing restaurant businesses is subject to risks and uncertainties, including all the risks of our current operations as outlined in this Annual Report and other factors, including: · the investigation of the business of the target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs, and if we decide not to or cannot complete a specific acquisition, the costs incurred likely would not be recoverable; · a target business may be a privately held company with very information available; · the business that we acquire may be financially unstable; · we may not be able to retain the management or other key personnel of the business that we acquire; · our corporate culture could differ from the corporate culture of the business that we acquire, making the integration of the acquired target business difficult; · our ability to assess the management of a target business may be limited; · we may experience impairment of acquired tangible and intangible assets and goodwill; · the target business may have unknown liabilities; · we may incur debt to complete an acquisition, and debt could have a variety of negative effects, including: o foreclosure on our assets if our operating revenues are insufficient to repay our debt obligations; o immediate payment of all principal and accrued interest if the debt security is payable on demand; o such debt may include covenants that prohibit us from paying dividends on our common stock; o using a substantial portion of our cash flow to pay principal and interest on our debt, reducing funds available for dividends on our common stock, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes; o limitations on our flexibility in planning for changes in our business and in the industry; o increased vulnerability to adverse changes in general economic and competitive conditions and adverse changes in government regulation; o such debt may include covenants that limit our ability to borrow additional amounts: o other disadvantages compared to competitors with lower leverage. 8 Table of Contents These factors, among the many other risks and uncertainties that typically are associated with acquisitions of existing businesses, could negatively impact our Company, which would have a material adverse effect on our business, financial condition and results of operations.
Biggest changeIf we do not complete a target acquisition, the costs incurred likely would not be recoverable; · a target business may be a privately held company with very information available; · the business that we acquire may be financially unstable; · we may not be able to retain the management or other key personnel of the business that we acquire; · our corporate culture could differ from the corporate culture of the business that we acquire, making the integration of the acquired target business difficult; · our ability to assess the management of a target business may be limited; · we may experience impairment of acquired tangible and intangible assets and goodwill; the target business may have unknown liabilities; · we may incur debt to complete an acquisition, and debt could have a variety of adverse effects, including: o foreclosure on our assets if our operating revenues are insufficient to repay our debt obligations; o immediate payment of all principal and accrued interest if the debt security is payable on demand; o such debt may include covenants that prohibit us from paying dividends on our common stock; o using a substantial portion of our cash flow to pay principal and interest on our debt, reducing funds available for dividends on our common stock, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes; o limitations on our flexibility in planning for changes in our business and the industry; o increased vulnerability to adverse changes in general economic and competitive conditions and adverse changes in government regulation; o such debt may include covenants that limit our ability to borrow additional amounts: o other disadvantages compared to competitors with lower leverage.
Given the numerous factors involved, we may not be able to successfully identify and secure attractive restaurant acquisitions and following an acquisition we may not be able to successfully operate the acquired business, which could have a material adverse effect on our business, financial condition and results of operations.
Given the numerous factors involved, we may not be able to identify and secure attractive restaurant acquisitions successfully, and following an acquisition, we may not be able to successfully operate the acquired business, which could have a material adverse effect on our business, financial condition, and results of operations.
Moreover, even if we retain management from the acquired business, our executive officers may not manage the new restaurants profitably for numerous reasons, including our inability to predict the consumer preferences and trends that drive the success of these types of restaurants.
Moreover, even if we retain management from the acquired business, our executive officers may not manage the new restaurants profitably for numerous reasons, including our inability to predict consumer preferences and trends that drive the success of these types of restaurants.
In addition, as leases for our restaurants expire, we may need to negotiate renewals which could cause us to pay increased occupancy costs or to close restaurants in desirable locations. These payments and costs, as well as the failure to negotiate new leases for restaurants, could have a material adverse effect on our business, financial condition and results of operations.
In addition, as leases for our restaurants expire, we may need to negotiate renewals, which could cause us to pay increased occupancy costs or close restaurants in desirable locations. These payments and costs, as well as the failure to negotiate new leases for restaurants, could have a material adverse effect on our business, financial condition, and results of operations.
Employee claims against us based on, among other things, wage and hour violations, discrimination, harassment, or wrongful termination may also create not only legal and financial liability but negative publicity that could adversely affect us and divert our financial and management resources that would otherwise be exerted in favor of our operations.
Employee claims against us based on, among other things, wage and hour violations, discrimination, harassment, or wrongful termination may also create not only legal and financial liability but also negative publicity that could adversely affect us and divert our financial and management resources that would otherwise be exerted in favor of our operations.
We do not enter into forward pricing arrangements with our suppliers, making us more susceptible to changes in commodity prices. Our profitability is also adversely affected by increases in the price of utilities, such as natural gas, whether due to inflation, shortages or interruptions in supply, or otherwise.
We do not enter into forward pricing arrangements with our suppliers, making us more susceptible to changes in commodity prices. Our profitability is also adversely affected by increases in the price of utilities, such as natural gas, whether due to inflation, shortages, interruptions in supply, or otherwise.
We rely on the services of our Chief Executive Officer and Chief Operating Officer to operate our business. We rely on Gary Copperud, our Chief Executive Officer, and Kenneth Brimmer, our Chief Operating Officer, to make all key decisions relating to our operations and finances. The unexpected loss of the services of Messrs.
We rely on the services of our Chief Executive Officer and Chief Operating Officer to operate our business. We rely on Gary Copperud, our Chief Executive Officer, and Kenneth Brimmer, our Chief Operating Officer, to make all key decisions relating to our operations and finances. The unexpected loss of Messrs.
Our success depends on our ability to attract, motivate, and retain qualified managers and the services of skilled personnel. Qualified individuals may be in short supply in some communities. Competition for qualified staff and improvement in regional or national economic conditions could increase the difficulty of attracting and retaining qualified individuals, resulting in higher costs.
Our success depends on our ability to attract, motivate, and retain qualified managers and the services of skilled personnel. Qualified individuals may be in short supply in some communities. Competition for qualified staff and improvement in regional or national economic conditions could increase the difficulty of attracting and retaining skilled individuals, resulting in higher costs.
Such actions, if brought against us and successful in whole or in part, may affect our ability to compete or could adversely affect our business, financial condition or results of operations. Risks Related to Information Technology Systems, Cybersecurity and Data Privacy System failures or breaches of our network security could interrupt our operations and adversely affect our business.
Such actions, if brought against us and successful in whole or in part, may affect our ability to compete or could adversely affect our business, financial condition, or results of operations. Risks Related to Information Technology Systems, Cybersecurity and Data Privacy System failures or network security breaches could interrupt our operations and adversely affect our business.
The identification of a material weakness could indicate a lack of controls adequate to generate accurate financial statements that, in turn, could cause a loss of investor confidence and decline in the market price of our common stock.
The identification of a material weakness could indicate a lack of controls adequate to generate accurate financial statements that, in turn, could cause a loss of investor confidence and a decline in the market price of our common stock.
In the event of issuance, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of We. Although we have no present intention to issue any shares of preferred stock, there can be no assurance that We will not do so in the future.
In the event of issuance, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying, or preventing a change in control. Although we have no present intention to issue any shares of preferred stock, there can be no assurance that we will not do so in the future.
Wyoming law provides that a corporation may indemnify such person if the person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe the conduct was unlawful; · we may indemnify employees and agents in those circumstances permitted by applicable law; · we are required to advance expenses, as incurred, to our directors and officers in connection with defending a proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification; · we will not be obligated pursuant to our bylaws to indemnify a person with respect to proceedings initiated by that person against us or our other indemnitees, except with respect to proceedings authorized by our board of directors or brought to enforce a right to indemnification; · the rights conferred in our bylaws are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees and agents and to obtain insurance to indemnify such persons; and · we may not retroactively amend our bylaw provisions to reduce our indemnification obligations to directors, officers, employees and agents.
Wyoming law provides that a corporation may indemnify such a person if the person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe the conduct was unlawful; · we may indemnify employees and agents in those circumstances permitted by applicable law; · we are required to advance expenses, as incurred, to our directors and officers in connection with defending a proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that the individual is not entitled to indemnification; · we will not be obligated pursuant to our bylaws to indemnify a person with respect to proceedings initiated by that person against us or our other indemnitees, except with respect to proceedings authorized by our board of directors or brought to enforce a right to indemnification, · the rights conferred in our bylaws are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees, and agents and to obtain insurance to indemnify such persons and · we may not retroactively amend our bylaw provisions to reduce our indemnification obligations to directors, officers, employees, and agents.
Increases in minimum wages and minimum tip credit wages, extensions of personal and other leave policies, other governmental regulations affecting labor costs and a diminishing pool of potential staff members when the unemployment rate falls and legal immigration is restricted, especially in certain localities, could increase our labor costs and make it more difficult to fully staff our restaurants, any of which could materially adversely affect our financial performance.
Increases in hourly labor costs and minimum tip credit wages, extensions of personal and other leave policies, other governmental regulations affecting labor costs and a diminishing pool of potential staff members when the unemployment rate falls and legal immigration is restricted, especially in certain localities, could increase our labor costs and make it more difficult to fully staff our restaurants, any of which could materially adversely affect our financial performance.
Our certificate of incorporation and by-laws include certain provisions that could have the effect of discouraging, delaying or preventing a change of control of our company or changes in our management, including, among other things: • advance notice requirements applicable to stockholders for matters to be brought before a meeting of stockholders and requirements as to the form and content of a stockholder’s notice; • the right to issue preferred stock without stockholder approval, which could dilute the stock ownership of a potential hostile acquirer; • allowing all vacancies, including newly created directorships, to be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum, except as otherwise required by law; • limiting the persons that can call special meetings of our stockholders to our board of directors, the chairperson of our board of directors, the chief executive officer or the president (in the absence of a chief executive officer).
Our articles of incorporation and by-laws include certain provisions that could have the effect of discouraging, delaying, or preventing a change of control of our company or changes in our management, including, among other things: • advance notice requirements applicable to stockholders for matters to be brought before a meeting of stockholders and requirements as to the form and content of a stockholder’s notice; • the right to issue preferred stock without stockholder approval, which could dilute the stock ownership of a potential hostile acquirer; • allowing all vacancies, including newly created directorships, to be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum, except as otherwise required by law; • limiting the persons that can call special meetings of our stockholders to our board of directors, the chairperson of our board of directors, the chief executive officer, or the president (in the absence of a chief executive officer).
Shortages or interruptions in the supply of fresh food products caused by problems in production or distribution, inclement weather, unanticipated demand, or other conditions could adversely affect the availability, quality and cost of ingredients, adversely affecting our operating results. We rely on certain vendors, suppliers and distributors for all our supplies.
Shortages or interruptions in the supply of fresh food products caused by problems in production or distribution, inclement weather, unanticipated demand, or other conditions could adversely affect the availability, quality, and cost of ingredients, adversely affecting our operating results. We rely on certain suppliers and distributors for all our supplies.
The restaurant industry is intensely competitive, with many well-established companies competing directly and indirectly with us. We compete in the restaurant industry with national, regional, locally owned, quick-service, casual, and full-service restaurants. Many of our competitors have significantly greater financial, marketing, personnel and other resources than we do.
The restaurant industry is intensely competitive, with many well-established companies competing directly and indirectly with us. We compete with national, regional, locally owned, quick-service, casual, and full-service restaurants. Many of our competitors have significantly greater financial, marketing, personnel, and other resources than we do.
Future acquisitions may be through a cash purchase transaction, the issuance of our equity securities or a combination of both which could result in potentially dilutive issuances of our equity securities, or we may incur debt and assume contingent liabilities which could harm our business and financial condition.
Future acquisitions may be through a cash purchase transaction, the issuance of our equity securities, or a combination of both, which could result in potentially dilutive issuances of our equity securities. Alternatively, we may incur debt and assume contingent liabilities, which could harm our business and financial condition.
The occurrence or reports of food-borne illnesses and food safety issues have occurred in the food industry in the past and could occur in the future. Any report or publicity linking us to food-borne illness or other food safety issues, including food tampering or contamination, could adversely affect our brand, reputation, revenues, and profits.
The occurrence or reports of food-borne illnesses and food safety issues have occurred in the food industry and could occur in the future. Any report or publicity linking us to food-borne illness or other food safety issues, including food tampering or contamination, could adversely affect our brand, reputation, revenues, and profits.
We are subject to the ADA, which, among other things, requires our restaurants to meet federally mandated requirements for the disabled. The ADA prohibits discrimination in employment and public accommodations based on disability.
We are subject to the ADA, which, among other things, requires our restaurants to meet federally mandated requirements for disabled people. The ADA prohibits discrimination in employment and public accommodations based on disability.
We have no plans to pay cash dividends on our common stock. We likely will retain future earnings, if any, for future operations, expansion and debt repayment and have no plans to pay any cash dividends for the foreseeable future.
We have no plans to pay cash dividends on our common stock. We likely will retain future earnings, if any, for future operations, expansion, and debt repayment, and we have no plans to pay any cash dividends in the foreseeable future.
Any intentional attack or unintentional event that results in unauthorized access to systems to disrupt operations, corrupt data or steal or expose confidential information or intellectual property that compromises the information of our customers or employees could result in widespread negative publicity, damage to our reputation, a loss of customers, disruption of our business and legal liabilities.
Any intentional cyber-attack or unintentional event that results in unauthorized access to systems to disrupt operations, corrupt data or steal or expose confidential information or intellectual property that compromises the information of our customers or employees could result in negative publicity, damage to our reputation, a loss of customers, disruption of our business and legal liabilities.
If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on our intellectual property, the value of our brands may be harmed, which could have a material adverse effect on our business and might prevent our brands from achieving or maintaining market acceptance.
If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes, or infringes on our intellectual property, the value of our brands may be harmed, which could have an material adverse effect on our business and might prevent our brands from achieving or maintaining market acceptance.
We may not be able to adequately protect our intellectual property, which could harm the value of our brands. Our ability to successfully implement our business plan depends on our ability to build brand recognition using our existing trademarks, service marks and other proprietary intellectual property, and intellectual property that we may develop in the future.
We may not be able to adequately protect our intellectual property, which could harm the value of our brands. Our ability to successfully implement our business plan depends on our ability to build brand recognition using our existing trademarks, service marks, and other proprietary intellectual property, as well as intellectual property that we may develop in the future.
Volatility in the market price of our common stock may prevent you from being able to sell your shares at or above the price you paid for your shares. The stock market in general has been highly volatile, and this may be especially true for our common stock given our growth strategy and stage of development.
Volatility in the market price of our common stock may prevent you from being able to sell your shares at or above the price you paid for your shares. The stock market, in general, has been highly volatile, which may be especially true for our common stock, given our growth strategy and stage of development.
The Our inability to attract and retain staff could adversely affect our business, including restaurant operating hours. We believe managers are the key component of our business. We devote resources to recruiting and training our restaurant managers and staff. We attempt to reduce employee turnover in our restaurants.
Our inability to attract and retain staff could adversely affect our business, including restaurant operating hours. We believe managers are the critical component of our business. We devote resources to recruiting and training our restaurant managers and staff. We attempt to reduce employee turnover in our restaurants.
Our board of directors is empowered, without stockholder approval to create and issue a series of preferred stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of the common stock.
Our board of directors is empowered, without stockholder approval, to create and issue a series of preferred stock with dividend, liquidation, conversion, voting, or other rights that could adversely affect the voting power or other rights of the holders of the common stock.
These efforts may fail or may result in unexpected operational challenges that adversely impact our costs. We may also introduce new menu items that may not achieve the expected sales levels. Additionally, some of our competitors have greater financial resources, which enable them to spend significantly more on marketing and advertising than we are able to.
These efforts may fail or result in unexpected operational challenges that adversely impact our costs. We may also introduce new menu items that may not achieve the expected sales levels. Additionally, some of our competitors have greater financial resources, which enable them to spend significantly more on marketing and advertising than we can.
Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze our results of operations and financial prospects. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions.
Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze our results of operations and financial prospects. We cannot predict if investors will find our common stock less attractive because we may rely on th ese exemptions.
We cannot assure you that we will be able to timely remediate any material weaknesses that may be identified in future periods or maintain all of the controls necessary for continued compliance.
We cannot assure you that we will be able to remediate any material weaknesses that may be identified in future periods in a timely manner or maintain all of the controls necessary for continued compliance.
Any acquisition that we pursue, whether completed or not, involves risks, including: · material adverse effects on our operating results, particularly in the fiscal quarters immediately following the acquisition as the acquired restaurants are integrated into our operations; · problems retaining key personnel; · potential impairment of tangible and intangible assets and goodwill acquired in the acquisition; · potential unknown liabilities; · difficulties of integration and failure to realize anticipated synergies; and · disruption of our ongoing business, including the diversion of management’s attention.
Any acquisition that we pursue, whether completed or not, involves risks, including: · material adverse effects on our operating results, particularly in the quarters immediately following the acquisition, as the acquired restaurants are integrated into our operations; · potential impairment of tangible and intangible assets and goodwill acquired in the acquisition; · potential unknown liabilities; · difficulties of integration and failure to realize anticipated synergies; and · disruption of our ongoing business, including the diversion of management’s attention.
Any failure to effectively manage the restaurants comprising an acquired restaurant group could, among other negative effects, adversely impact our operations and deplete our capital resources, affecting our financial condition and the market price for our common stock. Our growth strategy requires substantial additional capital to execute which may not be available.
Any failure to effectively manage the restaurants comprising an acquired restaurant group could, among other negative effects, adversely impact our operations and deplete our capital resources, affecting our financial condition and the market price for our common stock. 12 Table of Contents Our growth strategy requires substantial additional capital to execute, which may not be available.
Difficulties managing our growth could adversely affect our results of operations. If we experience rapid and substantial growth, it will strain our administrative infrastructure and our managerial and financial resources.
Difficulties managing our growth could adversely affect operations. If we experience rapid and substantial growth, it will strain our administrative infrastructure and our managerial and financial resources.
In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness our subsidiaries or we incur, including our credit facility. As a result, you may not receive any return on an investment in our common it for a price greater than that eater than that which you paid for it.
In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness our subsidiaries or we incur, including our credit facility. As a result, you may not receive any return on an investment in our common stock for a price greater than that you paid.
Furthermore, any instances of food contamination, whether or not at our restaurants, could subject our suppliers or us to a food advisory, recall or withdrawal under the Food Safety Modernization Act. 11 Table of Contents Risks Related to Labor and Supply Chain Increased commodity, energy and other costs could decrease our restaurant-level profit margins.
Furthermore, any instances of food contamination, whether or not at our restaurants, could subject our suppliers or us to a food advisory, recall or withdrawal under the Food Safety Modernization Act. Risks Related to Inflation, Labor and Supply Chain Increased commodity, energy and other costs could decrease our restaurant-level profit margins.
Disruptions, failures, or other performance issues with technology systems could impair the benefits such systems provide to our business and negatively impact our relationship with our customers. Security breaches of customer information may adversely affect our business.
Disruptions, failures, or other performance issues with technology systems could impair the benefits such systems provide to our business and negatively impact our relationship with our customers. Security breaches of customer information due to cyber-attacks may adversely affect our business.
Any damage or failure of our computer systems or network infrastructure that causes an interruption in our operations could have a material adverse effect on our business and subject us to litigation or actions by regulatory authorities. In addition, an increasing number of transactions are processed through our mobile application.
Damage or failure of third-party provider computer systems or network infrastructure that causes an interruption in our operations could have a material adverse effect on our business and subject us to litigation or actions by regulatory authorities. In addition, an increasing number of transactions are processed through our mobile application.
In addition, as permitted by the Wyoming Business Corporation Act, our bylaws and the indemnification agreements that we have entered into with our directors and officers provide that: 18 Table of Contents · we indemnify our directors and officers for serving us in those capacities or for serving other business enterprises at our request to the fullest extent permitted by Wyoming law.
In addition, as permitted by the Wyoming Business Corporation Act, our bylaws and the indemnification agreements that we have entered into with our directors and officers provide that: · we indemnify our directors and officers for serving us in those capacities or serving other business enterprises at our request to the fullest extent permitted by Wyoming law.
Our profitability is also affected by the costs of insurance, labor, marketing, taxes and real estate, all of which could increase due to inflation, changes in laws, competition or other events beyond our control.
Our profitability is also affected by insurance, labor, marketing, taxes, and real estate costs, which could increase due to inflation, changes in laws, competition, or other events beyond our control.
A similar risk exists concerning food service businesses unrelated to us if customers mistakenly associate such unrelated businesses with our operations.
A similar risk exists concerning food service businesses that are unrelated to us if customers mistakenly associate such businesses with our operations.
The price of our common stock could be subject to wide fluctuations in response to a number of factors, including those described elsewhere in this Annual Report and others, such as: · actual or anticipated fluctuations in our quarterly or annual operating results; · publication of research reports by securities analysts about us, our competitors or our industry; · our failure to meet analysts’ projections or guidance; · additions and departures of key personnel; · sales, or anticipated sales, our stock or shares held by significant stockholders, directors, or executive officers; · strategic decisions such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy; · the passage of legislation or other regulatory developments affecting us or our industry; · speculation, whether or not correct, involving us, our suppliers or our competitors; · changes in accounting principles; · litigation and governmental investigations; · publicity (regardless of their accuracy), including on social media platforms, negatively impacting our reputation; · terrorist acts, acts of war or periods of widespread civil unrest; · a foodborne illness outbreak; · severe weather, natural disasters, and other calamities; and · changes in the general market and economic conditions. 17 Table of Contents Our by-laws and Wyoming law may discourage a change of control of our company and depress the price of our stock.
The price of our common stock could be subject to wide fluctuations in response to several factors, including those described elsewhere in this Annual Report and others, such as: · actual or anticipated fluctuations in our quarterly or annual operating results; · publication of research reports by securities analysts about us, our competitors, or our industry; · our failure to meet analysts’ projections or guidance; · additions and departures of key personnel; 20 Table of Contents · sales, or anticipated sales, our stock or shares held by significant stockholders, directors, or executive officers; · strategic decisions such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments, or changes in business strategy; · the passage of legislation or other regulatory developments affecting us or our industry; · speculation, whether or not correct, involving us, our suppliers, or our competitors; · changes in accounting principles; · litigation and governmental investigations; · publicity (regardless of their accuracy), including on social media platforms, negatively impacting our reputation; · terrorist acts, acts of war or periods of widespread civil unrest; · a foodborne illness outbreak; · severe weather, natural disasters, and other calamities; and · changes in the general market and economic conditions.
We will face challenges as we acquire or open new restaurants; many of these challenges pose risks that are potentially beyond our control, including, but not limited to, our ability to acquire locations at a favorable cost, the expense and other factors involved in remodeling or updating locations, hiring managerial personnel and our lack of familiarity with local regulations.
We expect to face challenges if we acquire or open new restaurants; many of these challenges pose risks that are beyond our control, including, but not limited to, our ability to acquire locations at a favorable cost, the expense and other factors involved in remodeling or updating locations, hiring managerial personnel and our lack of familiarity with local regulations.
Additionally, if these initiatives are not successful, we may engage in additional promotional activities to attract and retain customers, including buy-one-get-one offers and other offers for free or discounted food, and any such additional promotional activities could adversely impact our results of operations. We plan to continue emphasizing mobile and other digital ordering, delivery and pick-up orders.
If these initiatives are unsuccessful, we may engage in additional promotional activities to attract and retain customers, including buy-one-get-one offers and other offers for free or discounted food. Any such additional promotional activities could adversely impact the results of our operations. We plan to continue emphasizing mobile and other digital ordering, delivery, and pick-up orders.
We are also subject to a variety of other claims from third parties arising in the ordinary course of our business, including contract claims. The restaurant industry has also been subject to a growing number of claims that the menus and actions of restaurant chains have led to the obesity of certain customers.
We are also subject to various other claims from third parties arising in the ordinary course of our business, including contract claims. The restaurant industry has also been subject to a growing number of claims that the menus and actions of restaurant chains have led to the obesity of specific customers.
As we execute our growth strategy, management will be focused on the numerous complex and time-consuming activities required to acquire or open new restaurants, and to integrate and operate an existing restaurant group. These activities may divert management’s attention from our existing restaurants, and our existing restaurants may suffer.
As we grow, management will be focused on the numerous complex and time-consuming activities required to acquire or open new restaurants and to integrate and operate an existing restaurant group. These activities may divert management’s attention from our existing restaurants, and our existing restaurants may suffer.
Any failure to maintain an effective system of internal control over financial reporting could limit our ability to report our financial results accurately and timely or to detect and prevent fraud.
Any failure to maintain an effective system of internal control over financial reporting could limit our ability to report our financial results accurately and in a timely manner or to detect and prevent fraud.
If investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. Item 1B. Unresolved Staff Comments. None.
If some investors find our common stock less attractive, there may be a less active trading market for our common stock, and our stock price may be more volatile. Item 1B. Unresolved Staff Comments. None.
Any debt financing secured by us in the future could involve restrictive covenants relating to our capital-raising activities and other financial and operational matters, which might make it more difficult for us to obtain additional capital and pursue business opportunities, including making further attractive acquisitions or opening new restaurants.
Any future debt financing secured by us could involve restrictive covenants relating to our capital-raising activities and other financial and operational matters, making it more difficult for us to obtain additional capital and pursue business opportunities, including making further attractive acquisitions or opening new restaurants.
Should our competitors increase spending on marketing and advertising, or should our advertising and promotions be less effective than our competitors, there could be a material adverse effect on our results of operations and financial condition. Our business is subject to seasonal fluctuations.
Should our competitors increase spending on marketing and advertising, or should our advertising and promotions be less effective than our competitors, there could be a material adverse effect on our results of operations and financial condition. Our business is subject to seasonal fluctuations due to weather and other factors.
We believe the federal government may significantly increase the federal minimum wage and tip credit wage (or eliminate the tip credit wage) and require significantly more mandated benefits than is currently required under federal law.
The federal government may significantly increase the federal minimum wage and tip credit wage (or eliminate the tip credit wage) and require substantially more mandated benefits than is currently required under federal law.
During periods of economic downturn, continuing disruptions in the overall economy, including the impacts of high unemployment and financial market volatility and unpredictability, may cause a related reduction in consumer confidence, which could negatively affect customer traffic and sales throughout our industry.
The restaurant industry depends on consumer discretionary spending. During periods of economic downturn, continuing disruptions in the overall economy, including the impacts of high unemployment and financial market volatility and unpredictability, may cause a related reduction in consumer confidence, which could negatively affect customer traffic and sales throughout our industry.
These risks are amplified because of the prevalence of social media. Adverse social media comments and negative publicity could materially adversely affect our business, financial condition, results of operations and cash flows. Food safety concerns could have an adverse effect on our business by reducing demand and increasing costs.
These risks are amplified because of the prevalence of social media. Adverse social media comments and negative publicity could materially adversely affect our business, financial condition, results of operations and cash flows. Food safety concerns could harm our business by reducing demand and increasing costs.
Likewise, we cannot assure you that we will be able to retain sufficient skilled finance and accounting personnel, especially in light of the increased demand for such personnel among publicly traded companies. Risks Related to Ownership of Our Common Stock Our business could be negatively affected as a result of the actions of activist stockholders.
Likewise, we cannot assure you that we will be able to retain sufficiently skilled finance and accounting personnel, especially in light of the increased demand for such personnel among publicly traded companies. Risks Related to Ownership of Our Common Stock Our business could be negatively affected by the actions of activist stockholders.
Prices may be affected due to market changes, increased competition, public health issues, the general risk of inflation, shortages or interruptions in supply due to weather, disease or other conditions beyond our control, or other reasons.
Prices may be affected due to market changes, increased competition, public health issues, inflation, shortages, or interruptions in supply due to weather, disease, or other conditions beyond our control, or other reasons.
Notwithstanding the above, we are also currently a “smaller reporting company.” Specifically, similar to “emerging growth companies,” “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings.
We are a “smaller reporting company.” Specifically, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings.
Other events could increase commodity prices or cause shortages that could affect the cost and quality of the items we buy or require us to raise prices or limit our menu options. These events, combined with other more general economic and demographic conditions, could impact our pricing and negatively affect our sales and restaurant-level profit margins.
Other events could increase commodity prices or cause shortages that could affect the cost and quality of the items we buy or require us to raise prices or limit our menu options. These events and general economic and demographic conditions may impact our pricing and adversely affect our sales and restaurant-level profit margins.
The risks associated with such negative publicity may materially harm our results of operations and damage our brand. Our marketing programs may not be successful. We intend to continue to invest in marketing efforts that we believe will attract and retain customers. These initiatives may not be successful, resulting in expenses incurred without the benefit of higher revenues.
The risks associated with such negative publicity may materially harm our operations and damage our brand. Our marketing programs may not be successful. We intend to continue investing in marketing efforts to attract and retain customers. These initiatives may not be successful, resulting in expenses incurred without the benefit of higher revenues.
Our ability to respond to labor cost increases by raising menu prices will depend on the responses of our competitors and customers. Our distributors and suppliers could also be affected by higher wage costs, benefit standards, and compliance costs, resulting in higher costs for us.
Our ability to respond to labor cost increases by raising menu prices will depend on the responses of our competitors and customers. Higher wage costs, benefit standards, and compliance costs could also affect our distributors and suppliers, resulting in higher costs.
Our operations depend upon our and our third-party vendors’ ability to protect our computer equipment and systems against damage from physical theft, fire, power loss, telecommunications failure, or other catastrophic events, as well as from internal and external security breaches, viruses and other disruptive problems.
Our operations are supported and administered by third-party vendors’ ability to protect our computer equipment and systems against damage from physical theft, fire, power loss, telecommunications failure, or other catastrophic events, as well as from internal and external security breaches, viruses, and other disruptive problems.
Our inability to sufficiently raise menu prices could result in a decline in profitability. We increase menu price increases to help offset costs, including the increased cost for commodities, minimum wages, employee benefits, insurance arrangements, construction, utilities and other key operating costs resulting from general inflation in the economy.
Our inability to raise menu prices could result in a decline in profitability. We seek to increase menu prices to help offset costs, including the increased cost for commodities, minimum wages, employee benefits, insurance arrangements, construction, utilities, and other essential operating costs resulting from general inflation.
The result is that our quarterly will continue to be affected by seasonality. As a result of these and other factors, our financial results for any quarter may not be indicative of the results that may be achieved for a full fiscal year. If we cannot offset rising labor costs with price increases, our financial performance could be adversely affected.
Therefore, our quarterly results will continue to be affected by seasonality. Because of these and other factors, our financial results for any quarter may not be indicative of the results that may be achieved for a full fiscal year. 19 Table of Contents If we cannot offset rising labor costs with price increases, our financial performance could be adversely affected.
Under non-cancelable leases, we may be required to pay all or a portion of the real estate taxes, insurance, common area maintenance charges and other operating costs associated with the property. In addition, some non-cancelable leases may provide for contingent rental payments based on sales thresholds.
Further, future acquisitions may be subject to long-term, non-cancelable leases. Under non-cancelable leases, we may be required to pay all or a portion of the real estate taxes, insurance, common area maintenance charges, and other operating costs associated with the property. In addition, non-cancelable leases may provide contingent rental payments based on sales thresholds.
Many of our competitors are well-established in markets where we have existing restaurants or may acquire new ones. In addition, many of our competitors have greater name recognition nationally. Failure to successfully compete with the restaurants in our markets will place downward pressure on our customer traffic and may prevent us from increasing or sustaining our revenues and profitability.
Many of our competitors are well-established in markets where we have existing restaurants or may acquire new ones. In addition, many of our competitors have greater name recognition nationally. The failure to successfully compete with the restaurants in our markets could result in declining customer traffic and may prevent us from increasing or sustaining our revenues and profitability.
Difficulties or failure to maintain or obtain the required licenses and approvals could adversely affect our existing restaurants and delay or result in our decision to cancel the opening of new restaurants, adversely affecting our business. Restaurant companies have been the target of lawsuits and other proceedings alleging violations of employment laws.
Difficulties or failures to maintain or obtain the required licenses and approvals could adversely affect our existing restaurants and delay or result in our decision to cancel the opening of new restaurants, adversely affecting our business. Restaurant companies have been the target of allegations of violations of employment laws.
Also, as an employer, we may be subject to employment-related claims, such as individual or class actions or government enforcement actions relating to alleged employment discrimination, employee classification and related withholding, wage-hour, labor standards or healthcare and benefits issues.
The resolution of disputes may increase our costs. Also, as an employer, we may be subject to employment-related claims, such as individual or class actions or government enforcement actions relating to alleged employment discrimination, employee classification and related withholding, wage-hour, labor standards or healthcare and benefits issues.
In the event that our trademarks are successfully challenged, we could be forced to rebrand our goods and services, which could result in a loss of brand recognition, and could require us to devote resources to advertising and marketing new brands.
If our trademarks are successfully challenged, we could be forced to rebrand our goods and services, which could result in a loss of brand recognition and require us to devote resources to advertising and marketing.
We continuously monitor and develop our information technology networks and infrastructure to prevent, detect, address and mitigate the risk of unauthorized access, misuse, malware and other events that could have a security impact; however, there can be no assurance that these or any measures will be effective. Additionally, the majority of our sales are by credit or debit cards.
We continuously monitor our information technology networks and infrastructure to prevent, detect, address, and mitigate the risk of unauthorized access, misuse, malware, and other events that could have a security impact; however, there can be no assurance that these or any measures will be effective.
If we require additional capital to continue our growth plans, we may seek to raise capital by way of equity or debt financing.
If we require additional capital to continue our growth plans, we may seek to raise capital through equity or debt financing.
We must keep these licenses, permits and approvals to operate. Typically, licenses must be renewed annually and may be revoked, suspended, or denied renewal for cause at any time if governmental authorities determine that our conduct violates applicable regulations.
Typically, licenses must be renewed annually and may be revoked, suspended, or denied renewal for cause at any time if governmental authorities determine that our conduct violates applicable regulations.
There are numerous factors involved in identifying, evaluating, and securing restaurant acquisition, including: · evaluating traffic patterns and infrastructure that will drive high levels of customer traffic and sales; · competition in new markets, including competition for restaurant sites; · obtaining licenses or permits for development projects on a timely basis; · the proximity of potential restaurant sites to existing restaurants; · anticipated infrastructure development near the potential restaurant site; and · availability of acceptable acquisition or lease terms and arrangements.
There are numerous factors involved in identifying, evaluating, and securing restaurant acquisition, including: · evaluating traffic patterns and infrastructure that will drive customer traffic and sales; · competition in new markets, including competition for restaurant sites; · obtaining licenses or permits for development projects on a timely basis; · the proximity of potential restaurant sites to existing restaurants; · anticipated infrastructure development near the potential restaurant site and · availability of acceptable acquisition or lease terms and arrangements. 11 Table of Contents The acquisition of existing restaurants is risky and could negatively impact our financial results.
To manage the significant growth of our operations, we will be required to: · improve existing, and implement new, operational, financial and management controls, reporting systems and procedures; · install enhanced management information systems; and · hire, train, motivate, manage and retain our employees.
To manage the significant growth of our operations, we will be required to: · implement new, operational, financial and management controls, reporting systems and procedures; · install enhanced management information systems; and · hire, train, motivate, manage, and retain our employees. We may be unable to install adequate management information and control systems efficiently and timely.
The impact of current laws and regulations, the effect of future changes in laws or regulations that impose additional requirements and the consequences of litigation relating to current or future laws and regulations, or our inability to respond effectively to significant regulatory or public policy issues, could increase our compliance and other costs of doing business and, therefore, hurt our results of operations.
Government regulations could also affect and change the items we procure for resale. 17 Table of Contents The impact of current laws and regulations, the effect of future changes in laws or regulations that impose additional requirements and the consequences of litigation relating to current or future laws and regulations, or our inability to respond effectively to significant regulatory or public policy issues, could increase our compliance and other costs of doing business and, therefore, hurt our results of operations.
Raising additional equity capital may be more difficult while the warrants are outstanding. While the warrants issued in our IPO are outstanding, the holders of such warrants will be given the opportunity to profit from a rise in the market price of our common stock.
Raising additional equity capital may be more challenging while the warrants are outstanding. While the warrants issued in our IPO are outstanding, the holders of such warrants will be able to profit from a rise in the market price of our common stock. However, we may find it more difficult to raise additional equity capital.
We are subject to many federal, state, and local laws with which compliance is both costly and complex. The restaurant industry is subject to extensive federal, state and local laws and regulations, including those relating to the preparation and sale of food, licensing and regulation by state and local authorities relating to health, sanitation, safety and fire standards.
The restaurant industry is subject to extensive federal, state, and local laws and regulations, including those relating to the preparation and sale of food, licensing and regulation by state and local authorities relating to health, sanitation, safety, and fire standards.
The inappropriate use of social media by our customers or employees could increase our costs, lead to litigation or result in negative publicity that could damage our reputation and adversely affect our results of operations. 13 Table of Contents Legal and Regulatory Risks Displaying nutritional information could affect consumer preferences and negatively impact our results of operations.
Our customers’ or employees’ inappropriate use of social media could increase our costs, lead to litigation, or result in negative publicity that could damage our reputation and adversely affect our business. Legal and Regulatory Risks The display of nutritional information could affect consumer preferences and negatively impact the results of our operations.
In addition, we may use social media to communicate with our customers and the public in general. Failure by us to use social media effectively or appropriately, particularly as compared to our brands’ respective competitors, could lead to a decline in brand value, customer visits and revenue.
Failure by us to use social media effectively or appropriately, particularly as compared to our brands’ respective competitors, could lead to a decline in brand value, customer visits and revenue.
Shortages or interruptions in the supply or delivery of fresh food products could adversely affect our operating results. We are dependent on frequent deliveries of fresh food products that meet our specifications.
In this manner, increased costs could adversely affect our performance. Shortages or interruptions in the supply or delivery of fresh food products could adversely affect our operating results. We depend on frequent deliveries of fresh food products that meet our specifications.
In addition, given our geographic concentrations, negative publicity regarding any of our restaurants in these areas could adversely affect our business, as could other regional occurrences such as local strikes, terrorist attacks, increases in energy prices, or natural or other disasters.
In addition, given our geographic concentrations, negative publicity regarding any of our restaurants in these areas could adversely affect our business, as could other regional occurrences such as local strikes, terrorist attacks, increases in energy prices, or natural or other disasters. Damage to our reputation could negatively impact our business, financial condition, and the results of operations.
We may face negative publicity, including comments on social media, relating to aspects of our business, including, among others, food quality, public health concerns, restaurant facilities, customer complaints or litigation alleging illness or injury, health inspection scores, the integrity of our suppliers’ food processing and other policies, practices and procedures, employee relationships or other matters at one or more of our restaurants.
Public comments may address, among others, food quality, public health concerns, restaurant facilities, customer complaints or litigation alleging illness or injury, health inspection scores, the integrity of our suppliers’ food processing and other policies, practices and procedures, employee relationships or other matters at one or more of our restaurants.
Copperud or Brimmer would have a material adverse effect on our business and plans for future growth. Further, neither of these individuals devotes full-time efforts to the Company, as further described under the heading “Management.” The inability to attract, train and retain personnel could adversely impact our business and financial results.
Copperud or Brimmer’s services would adversely affect our business and plans for future growth. Further, neither of these individuals devotes full-time efforts to the Company, as further described under the heading “Management.” 15 Table of Contents The inability to attract, train and retain personnel could adversely impact our business and financial results.
Our financial performance depends on restaurants in Minnesota, North Dakota, South Dakota, Michigan, and Florida, comprising all but one of our restaurants as of January 1, 2023. As a result, adverse economic conditions in any of these areas could have a material adverse effect on our overall results of operations.
We are susceptible to regional economic developments. Our financial performance depends on restaurants in Minnesota, North Dakota, South Dakota, Michigan, and Florida, comprising all but one of our restaurants as of December 29, 2024. As a result, adverse economic conditions in any of these areas could have a material adverse effect on our overall results of operations.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeFt.) Real Estate Owner Restaurant Business Owner Fargo, North Dakota 1987 600 35,000 BTND, LLC BTND, LLC Moorhead, Minnesota 1988 600 22,680 BTND, LLC BTND, LLC Grand Forks, North Dakota 1989 650 29,580 BTND, LLC BTND, LLC Waite Park, Minnesota 1989 700 17,575 BTND, LLC BTND, LLC Bismarck, North Dakota 1989 600 30,750 BTND, LLC BTND, LLC Sioux Falls, South Dakota 1991 650 17,688 BTND, LLC BTND, LLC Sioux Falls, South Dakota (1) 1991 650 15,000 Leased BTND, LLC Minot, North Dakota 1992 800 33,600 BTND, LLC BTND, LLC Ham Lake, Minnesota (2) 2015 1,664 31,723 BTND DQ, LLC BTND DQ, LLC (3) West St.
Biggest changeFt.) Real Estate Owner Restaurant Business Owner Fargo, North Dakota 1987 600 35,000 BTND, LLC BTND, LLC Moorhead, Minnesota 1988 600 22,680 BTND, LLC BTND, LLC Grand Forks, North Dakota 1989 650 29,580 BTND, LLC BTND, LLC Waite Park, Minnesota 1989 700 17,575 BTND, LLC BTND, LLC Bismarck, North Dakota 1989 600 30,750 BTND, LLC BTND, LLC Sioux Falls, South Dakota 1991 650 17,688 BTND, LLC BTND, LLC Minot, North Dakota 1992 800 33,600 BTND, LLC BTND, LLC Ham Lake, Minnesota (3) Closed 1,664 31,723 BTND LLC (1) (3) Richmond, Indiana (2) held for sale 1,062 23,086 BTND IN, LLC (4) (5) (2) (1) Closed January 19, 2025 (2) The Richmond, Indiana, location closed in December 2018, and the property is being held for sale.
Terms of the lease provide for an initial rent of $10,000 per month, increasing annually to approximately $11,000 per month during the first five-year term.
The lease terms provide for an initial rent of $10,000 per month, increasing annually to approximately $11,000 per month during the first five-year term.
Terms of the lease provide for an initial rent of $5,000 per month, increasing annually at the greater of 3% or the increase in the Consumer Price Index over that period. The location comprises approximately 2,900 square feet of dining, kitchen, and storage space and includes typical features for a full-service restaurant.
The lease terms provide for an initial rent of $5,000 per month, increasing annually at the greater of 3% or the increase in the Consumer Price Index over that period. The location comprises approximately 2,900 square feet of dining, kitchen, and storage space and typical features for a full-service restaurant.
In addition, effective January 2, 2022, we have agreed to reimburse Brimmer Company, LLC, an affiliate of the Company, for the monthly rent of $1,250 on 1100 square feet in Minnetonka, Minnesota, at 10501 Wayzata Blvd Ave S, Suite 102 where administrative activities are performed. Our office space is adequate for its intended purposes and our near-term expansion plans.
In addition, effective January 2, 2022, we agreed to reimburse Brimmer Company, LLC, an affiliate of the Company, for the monthly rent of $1,300 on approximately 1100 square feet in Minnetonka, Minnesota, at 10501 Wayzata Blvd Ave S, Suite 102, where administrative activities are performed. Our office space is adequate for its intended purposes and our near-term expansion plans.
Pie In The Sky Restaurant Concurrent with our purchase of PIE assets in May 2022, we entered into a five-year triple-net lease for the property occupied by PIE with the seller of the assets that provides us with three five-year extensions at our option.
Pie In The Sky Coffee and Bakery With our purchase of PIE assets in May 2022, we entered into a five-year triple-net lease for the property occupied by PIE with the seller of the assets that provides us with three five-year extensions at our option.
On June 28, 2021, we refinanced our BTND mortgage debt, bearing interest at 4.75%. As of January 1, 2023, we had $2,826,093 in contractual obligations relating principally to amounts due under mortgages on the real property on which our Burger Time restaurants are situated. Our monthly required payment is approximately $22,700.
On June 28, 2021, we refinanced our BTND mortgage debt to mortgages bearing interest at 3.45%. As of December 29, 2024, we had $2,276,344 in contractual obligations relating to mortgages on the real property on which our Burger Time restaurants are situated. Our monthly required payment is approximately $22,000.
Item 2. Properties. Corporate Offices Our principal offices are in leased office space in West Fargo, North Dakota with additional leased space in Minnetonka, Minnesota. Both locations are leased on a month-to-month basis for a total of $1,800 per month. 19 Table of Contents Burger Time Properties The table below provides basic information about each of our Burger Time restaurants.
Item 2. Properties. Corporate Offices Our principal office is in leased office space in Minnetonka, Minnesota, and is rented on a month-to-month basis for $1,300 per month. Burger Time Properties The table below provides basic information about each of our Burger Time restaurants. Location Open Since Building (Approx. Sq. Ft.) Land (Sq.
The terms of the triple-net 60-month lease provide for an initial rent of $8,200 per month with an annual escalation of 3%. The lease includes three five-year renewal option periods. Item 3. Legal Proceedings.
The terms of the triple-net 60-month lease provided for an initial rent of $8,200 per month with an annual escalation of 3%. The lease includes three five-year renewal option periods. Following the end of the fiscal year of 2024, on January 2, 2025, we closed the VBG location and entered into an agreement to assign the lease.
We currently lease the land for one of our Sioux Falls, South Dakota, Burger Time locations on a month-to-month basis, and the monthly rent is $1,600. Keegan’s Restaurant Concurrent with our acquisition of Keegan’s assets in March 2022, we entered into a 132-month triple-net lease for the property occupied by Keegan’s with an unrelated landlord.
We are also obligated under operating lease agreements to future payments totaling approximately $1,772,000, requiring monthly rental payments of approximately $25,000. Keegan’s Seafood Grille Upon the acquisition of Keegan’s assets in March 2022, we entered into a 132-month triple-net lease with an unrelated landlord for the property occupied by Keegan.
A description of our restaurant properties appears above under the heading “BUSINESS—Locations.” We lease our executive offices, consisting of approximately 1,000 square feet, located at 405 West Main Street, West Fargo, North Dakota, on a month-to-month basis at the cost of $500 per month.
(3) The Ham Lake location closed in January 2025 and alternatives for the property are currently being considered. Until January 2025, we leased executive offices, consisting of approximately 1,000 square feet, located at 405 West Main Street, West Fargo, North Dakota, under a one-year rental agreement at the cost of $550 per month.
Removed
Location Open Since Building (Approx. Sq. Ft.) Land (Sq.
Added
Schnitzel Haus Concurrently with the May 13, 2024, purchase of Schnitzel Haus assets, we agreed to assume the remaining term of the former owners’ existing lease obligation on approximately 4,200 square feet. The Schnitzel lease expires January 1, 2028.
Removed
Paul, Minnesota (6) Sold 2023 1,020 18.280 SOLD SOLD Richmond, Indiana (4)(5) held for sale 1,062 23,086 BTND IN, LLC (4) (5) BTND, LLC Hazelwood, Missouri (5) (7) held for sale 1,566 51,386 BTND MO, LLC (5) BTND MO, LLC (5) ___________ (1) The land is leased from a third party. (2) Dairy Queen franchise.
Added
Monthly lease payments are approximately $4,700 per month plus common area charges and is subject to annual escalation based on the Consumer Price Index of inflation. Village Bier Garten Our purchase of Village Bier Garten’s assets included a five-year lease for 3,000 square feet of restaurant space.
Removed
(3) Restaurant operations are 99% owned by BTND, LLC, and 1% owned by the current restaurant manager. (4) Restaurant operations closed in December 2018. At Property for sale. (6) The West St. Paul property was sold for $496,000, and the sale closed in the first quarter of 2023 with a gain on sale of approximately $313,000.
Removed
(7) The Company is in the process of abandoning the Hazelwood, Missouri, property in lieu of paying property taxes. This abandonment is expected to be completed in the second quarter of 2023 at which time the Company will recognize a gain of approximately $180,000 upon the final disposition of the property.
Removed
Village Bier Garten Restaurant Concurrent with our acquisition of the Village Bier Garten assets, we entered 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 and includes all of the features typical for a full-service restaurant.
Removed
We are not presently a party to any material litigation, nor, to the knowledge of management, is any litigation threatened against us that may materially affect us. Item 4. Mine Safety Disclosures. Not applicable. 20 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe Plan is a comprehensive incentive compensation plan under which we can grant equity-based and other incentive awards to officers, employees and directors of, and consultants and advisers to, BT Brands and its subsidiaries. The plan aims to help attract, motivate and retain qualified personnel and enhance stockholder value. Awards that lapse or are forfeited become available again for grant.
Biggest changeThe plan aims to help attract, motivate, and retain qualified personnel and enhance stockholder value. Awards that lapse or are forfeited become available again for grant. As of December 29, 2024, the Company had granted options to purchase 340,000 shares of common stock, including 194,250 options granted to employees, 110,000 to consultants, and 35,000 to non-employee directors.
On November 12, 2021, we completed our IPO of 2,400,000 units with a public offering price of $5.00 per unit, each containing one share of common stock and one warrant to purchase one share of Common Stock at an exercise price of $5.50 per share pursuant to our Registration Statement on Form S-1 (as amended) (File No. 333-250957).
On November 12, 2021, we completed our IPO of 2,400,000 units with a public offering price of $5.00 per unit, each containing one share of common stock and one warrant to purchase one share of Common Stock at an exercise price of $5.50 per share under our Registration Statement on Form S-1 (as amended) (File No. 333-250957).
There has been no material change in the planned use of proceeds from our IPO as described in our final prospectus, dated November 16, 2021, which was filed with the SEC on November 16, 2021, pursuant to Rule 424(b) under the Securities Act.
There has been no material change in the planned use of proceeds from our IPO as described in our final prospectus, dated November 16, 2021, filed with the SEC on November 16, 2021, pursuant to Rule 424(b) under the Securities Act.
Recent Sales of Unregistered Securities During the year that ended January 1, 2023, we did not sell any equity securities. Securities Authorized for Issuance under Equity Compensation Plans In October 2019, our board of directors and stockholders adopted the 2019 Incentive Stock Plan (the “Plan”).
Recent Sales of Unregistered Securities We did not sell any equity securities during the year ended December 29, 2024. Securities Authorized for Issuance under Equity Compensation Plans In October 2019, our board of directors and stockholders adopted the 2019 Incentive Stock Plan (the “Plan”).
Effective February 27, 2023, our board of directors approved a total grant of 250,000 shares of its common stock to two officers (the “Grant Shares”). The Grant Shares vest if our common stock trades at a price of $8.50 per share for 20 consecutive trading days.
These consultant warrants vest monthly over 60 months. Effective February 27, 2023, our board of directors approved a total grant of 250,000 shares of common stock to two officers (the “Grant Shares”). The Grant Shares vest when our common stock trades for $8.50 per share for 20 consecutive trading days.
Item 5. Market for Registrant’s Common Equity Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock began trading on Nasdaq under the symbol “BTBD” on November 12, 2021. Our warrants issued as part of the units we sold in the IPO commenced trading on Nasdaq under the symbol “BTBDW” on November 12, 2021.
Market Information Our common stock began trading on the Nasdaq Stock Market under the symbol “BTBD” on November 12, 2021, and our warrants issued as part of the units we sold in the IPO commenced trading on the Nasdaq Stock Market under the symbol “BTBDW” on November 12, 2021.
Including our three restaurant business acquisitions and our purchase of 41.2% of Bagger Dave’s for $1,260,000, we have invested the net proceeds in money market funds and equity securities including the purchase of 1,098,690 shares of Noble Roman’s Inc. for an aggregate cost of $231,115 at January 1, 2023.
Including our three restaurant business acquisitions and our purchase of Bagger Dave’s shares for $1,260,000, we have invested the net proceeds in money market funds and equity securities, including the purchase from time to time of an aggregate of 1,398,110 shares of common stock of Noble Roman’s Inc. for an aggregate cost of $333,256 as of December 29, 2024.
Plan Category Number of securities to be issued upon exercise of outstanding options Weighted-average exercise price of outstanding options Number of securities remaining available for future issuance under equity compensation plans Equity compensation plans approved by security holders 220,250 $ 2.74 779,750 Equity compensation plans not approved by security holders - - - 21 Table of Contents Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
This requirement triggers the Company’s right to redeem the common stock warrant issued in our IPO. 24 Table of Contents Number of Securities to be issued upon exercise of outstanding options Weighted-average exercise price of outstanding options Number of securities remaining available for issuance under equity compensation plans Equity compensation plans approved by security holders 239,250 $ 2.56 760,750 Equity compensation plans not approved by security holders. 100,000 $ 2.50 - Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
Noble Roman’s, Inc., is a public company, based in Indianapolis, Indiana operating pizza-focused food services including nine full-service locations. Item 6. Reserved
Noble Roman’s, Inc., is a public company based in Indianapolis, Indiana, operating pizza-focused food services, including nine full-service locations. In 2023, we engaged in an unsuccessful proxy solicitation to elect a representative to the Noble Roman’s board of directors. 25 Table of Contents Item 6. Reserved
At the Annual Stockholders Meeting held in December 2022, the stockholders authorized the increase of shares available for grant under the Plan from 250,000 shares to 1,000,000 shares.
At the Annual Stockholders Meeting held in December 2022, the stockholders authorized the increase of shares available for grant under the Plan from 250,000 shares to 1,000,000 shares. The plan is a comprehensive incentive compensation plan under which we can grant equity-based and other incentive awards to officers, employees, directors, consultants, and advisers to BT Brands and its subsidiaries.
Period Total number of shares purchased Average price paid per share (1) Total number of shares purchased as part of publicly announced plans or programs Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs December 1 – December 31, 2022 65,000 $ 1.646 NONE NA (1) Calculated inclusive of commissions.
Under the repurchase program, 150,000 shares were purchased in 2023 and 91,394 in 2024, as summarized below Period Total number of shares purchased Average price paid per share (1) Shares purchased as part of publicly announced program Maximum of shares that may yet be purchased under the program January 1 – December 31, 2023 150,000 $ 1.668 150,000 600,000 January 1, 2024 – December 29, 2024 91,394 $ 1.561 91,394 508,606 (1) Calculated inclusive of commissions.
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Stockholders As of April 9, 2023, there were approximately 41 stockholders of record of 6,396,118 shares of common stock issued and outstanding and one holder of record of 2,746,838 warrants issued and outstanding. A significant number of beneficial owners of our common stock and listed warrants hold their shares in street names.
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Item 5. Market for Registrant’s Common Equity Related Stockholder Matters and Issuer Purchases of Equity Securities.
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As of January 1, 2023, the Company has granted outstanding options to purchase 220,250 shares, including 213,700 common stock purchase options to employees, 10,000 to a consultant, and 15,000 to non-employee directors. Non-employee director options were immediately vested and grants to employees were subject to a four-year vesting requirement, with one-fourth of the options vesting each year.
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Stockholders As of March 1, 2025, approximately 40 stockholders of record held 6,246,118 shares issued and outstanding shares of common stock.
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This requirement triggers the Company’s right to redeem the common stock warrant issued in our November 2021 IPO.
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The number of record holders is based on the actual number of holders registered on the books of our transfer agent and does not reflect holders of share held in “street name” or person, partnerships, associations, corporations, or other entities identified in security position listings maintained by depository trust companies.
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During the quarter ended January 1, 2023, the Company purchased less than 0.1 million shares of our common stock in open market purchases, as disclosed in the table below.
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The initial grant of options to non-employee directors was immediately vested, and future grants to directors and grants to employees are subject to a four-year vesting requirement, with 20% vested upon the grant and an additional 20% vested annually in the succeeding four vesting years. The 110,000 options for consultants include warrants to purchase 100,000 shares under a consulting agreement.
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Share Repurchase Program On June 6, 2024, we authorized a stock repurchase program, under which we may repurchase up to 625,000 shares, or approximately 10.0%, of our currently issued and outstanding common stock (the “2024 Share Repurchase Program”). We have not established any maximum aggregate price to be paid for shares that we repurchase.
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As of December 29, 2024, we repurchased an aggregate of 306,394 including 91,394 shares under the 2024 Share Repurchase Program. We may purchase up to an additional 533,606 shares under the 2024 Share Repurchase Program.
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We are purchasing the shares with available cash and may repurchase shares of our common stock from time to time, in amounts, at prices, and at such times as we deem appropriate, subject to market conditions, legal requirements and other considerations. Our repurchases may be executed using open market purchases, unsolicited or solicited privately negotiated transactions or other transactions.
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The 2024 Share Repurchase Program does not obligate us to repurchase any specific number of shares and may be suspended, modified or terminated at any time without prior notice. The 2024 Share Repurchase Program does not contain a time limitation during which repurchases are permitted to occur.
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The Company purchased 65,000 shares of its common stock in a single transaction in 2022, and in 2023, we initiated a share repurchase program.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

30 edited+17 added−25 removed5 unchanged
Biggest changeThe change in income from operations in 2022 compared to 2021 was primarily due to the matters discussed in the “Net Revenues,” “General and Administrative Costs” and “Restaurant Operating Costs,” sections above. 26 Table of Contents Interest expense: In 2022, our interest expense decreased $58,095 to $114,766 (.9% of restaurant sales) from $172,861 (2.0% of restaurant sales) in 2021 as a result of schedule amortization reducing the loan balance and a full year of the refinanced lower interest rate which reduced the interest rate to 3.45% in 2021.
Biggest changeThe change in income from operations in 2024 compared to 2023 reflects a $250,000 gain on the sale of a trademark asset and was also due to the matters discussed in the “Net Revenues,” “General and Administrative Costs,” and “Restaurant Operating Costs” sections above.
This increase was due primarily to price inflation on input costs, including food and labor, and the matters discussed in the “Cost of Sales,” “Labor Costs,” and “Occupancy and Other Operating Cost” sections below.
This increase was due primarily to continued price inflation on input costs, including food and labor, and the matters discussed in the “Cost of Sales,” “Labor Costs,” and “Occupancy and Other Operating Cost” sections below.
Bagger Dave’s provides an inviting, entertaining atmosphere specializing in burgers, hand-cut fries, craft beer, milkshakes, salads, 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.
Bagger Dave’s provides an inviting, entertaining atmosphere specializing in burgers, hand-cut fries, craft beer, milkshakes, salads, 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.
Burger Time’s operating principles include (i) offering bigger burgers and more value for the money; (ii) offering a limited menu to permit attention to quality and speed of preparation; (iii) providing fast service by way of single and double drive-thru designs and a point-of-sale system that expedites the ordering and preparation process, and (iv) great tasting and quality food made fresh to order at a fair price.
Burger Time’s operating principles include (i) offering bigger burgers and more value for the money; (ii) offering a limited menu to permit attention to quality and speed of preparation; (iii) providing fast service by way of single and double drive-thru designs and a point-of-sale system that expedites the ordering and preparation process, and (iv) great tasting and quality food made fresh to order at a fair price The average customer transaction at Burger Time restaurants in the year decreased slightly in 2024 compared to 2023 and is currently about $14.50.
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 will continue to discount prices through aggressive promotions.
Recent trends also include the rapidly changing areas 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.
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. We must develop and retain quality employees.
Securing staff to run our locations has been more challenging in most areas where we operate our 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. We must develop and retain quality employees.
Payroll costs are semi-variable, meaning that they do not decrease proportionally to decreases in revenue; thus, they increase as a percentage of restaurant sales when there is a decrease in restaurant sales.
In addition, we added a senior culinary person at PIE to focus on new menu development. Payroll costs are semi-variable, meaning that they do not decrease proportionally to decreases in revenue; thus, they increase as a percentage of restaurant sales when there is a decrease.
Our working capital position benefits from the fact that we collect cash from sales from our customers at the point of sale or within a few days from our credit card processor, and in general, payments to our vendors are not due for thirty days. 27 Table of Contents Summary of Cash Flows Cash Flows Provided by Operating Activities Operating cash flow in 2022 was $211,798, a decline in cash flow from operations from $813,955 in 2021.
Our working capital position benefits from the fact that we collect cash from sales from our customers at the point of sale or within a few days from our credit card processor, and in general, payments to our vendors are not due for thirty days.
The following table sets forth, for the years indicated, our Consolidated Statements of Operations expressed as a percentage of total revenues.
Results of operations for the 52 weeks ending December 29, 2024, compared to the 52 weeks ending December 31, 2024. The following table sets forth, for the years indicated, our Consolidated Statements of Operations expressed as a percentage of total revenues.
Fiscal Year Our fiscal year is a 52/53-week year, ending on the Sunday closest to December 31.
Fiscal Year Our fiscal year is 52/53 weeks long, ending on the Sunday closest to December 31. The 52-week fiscal year 2024 ended on December 29, 2024, and the 52-week fiscal year 2023 ended on December 31, 2023.
This non-GAAP operating measure is useful to both management and, we believe, to investors because it represents one means of gauging the overall profitability of our recurring and controllable core restaurant operations.
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. However, 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 Operating Costs: During 2022, restaurant operating costs (which refer to all the costs associated with operating our restaurants but do not include general and administrative expenses and depreciation and amortization) increased to 86.6% in restaurant sales in 2022 from 80.8% in 2021.
Restaurant Operating Costs: In 2024, restaurant operating costs (which refer to all the costs associated with operating our restaurants but do not include general and administrative expenses and depreciation, amortization, and restaurant impairment charges) increased to 95.1% of restaurant sales from 93.9% in 2023.
We operate through a central management organization that provides continuity across our restaurant base by utilizing the efficiencies of a central management team. Notable 2022 Events Our recent acquisitions have allowed us to diversify our operations into new restaurant segments and new geographic regions, reducing our dependency on the financial performance of our Burger Time restaurants.
Recent Events Our acquisitions have allowed us to diversify our operations into new restaurant segments and new geographic regions, reducing our dependency on the financial performance of our Burger Time restaurants.
(“VBG”): · Keegan’s Seafood Grille in Indian Rocks Beach, Florida (“Keegan’s”); · Pie In The Sky Coffee and Bakery in Woods Hole, Massachusetts (“PIE”). · Unconsolidated affiliate, Bagger Dave’s Burger Tavern, Inc, 41.2% owned operates six Bagger Dave’s restaurants in Michigan, Ohio, and Indiana (“BD”). Burger Time opened its first restaurant in Fargo, North Dakota, in 1987.
(“VBG”) which was closed January 2, 2025: · Keegan’s Seafood Grille in Indian Rocks Beach, Florida (“Keegan’s”); · Pie In The Sky Coffee and Bakery in Woods Hole, Massachusetts (“PIE”); · Schnitzel Haus in Hobe Sound, Florida (Schnitzel”); and · Unconsolidated affiliate Bagger Dave’s Burger Tavern, Inc., 39.6% owned and operates six Bagger Dave’s restaurants in Michigan, Ohio, and Indiana (“BDVB”).
The 52-week fiscal 2022 ended on January 1, 2023, and the 52-week fiscal 2021 year ended on January 2, 2022. 22 Table of Contents Introduction As of January 1, 2023, including our partially owned Bagger Dave’s business, we owned and operated eighteen restaurants comprising the following: · Eight Burger Time fast-food restaurants and one Dairy Queen franchise (“BTND”); · Village Bier Garten a German-themed restaurant, bar, and entertainment venue in Cocoa, Florida.
Introduction As of December 29, 2024, including our partially owned Bagger Dave’s business, we owned and operated seventeen restaurants comprising the following: · Seven Burger Time (Net of one unit closed in January 2025) fast-food restaurants (“BTND”); · Village Bier Garten is a German-themed restaurant, bar, and entertainment venue in Cocoa, Florida.
We have and could continue to experience the impact of recent events including but not limited to commodity inflation, disruption in our supply chain, and labor availability challenges at certain shops. We have increased and plan to continue increasing prices to offset additional costs due to a higher inflationary economic environment in the U.S.
We cannot determine the future effects of any public health matters on our operations and financial results. We have and could continue to experience the impact of recent events, including but not limited to commodity inflation, disruption in our supply chain, and labor availability challenges at certain shops.
Wayne, Indiana, and one location in Centerville, Ohio. 23 Table of Contents Material Trends and Uncertainties Industry trends have a direct impact on our business. Current trends include difficulties attracting food service workers and rapid inflation in the cost of input items. Recent trends also include the rapidly changing area of technology and food delivery.
In January 2025, Bagger Dave’s closed a unit in Chesterfield, Michigan. We are currently exploring the sale of all of Bagger Dave’s restaurant locations. 26 Table of Contents Material Trends and Uncertainties Industry trends have a direct impact on our business. Current trends include difficulties attracting food service workers and rapid inflation in the cost of input items.
Margin improvement will be achieved through operational enhancements, equipment advances, and increased volumes offsetting food cost increases. Labor is a critical factor in operating our stores. Securing staff to run our locations at full capacity has become more challenging in most areas where we operate our restaurants.
Given the competitive nature of the restaurant industry, it may be challenging to raise menu prices to fully cover cost increases. Future margin improvements may be difficult to achieve. Margin improvement will be achieved through operational enhancements, equipment advances, and increased volumes offsetting food cost increases. Labor is a critical factor in operating our stores.
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 that are synergistic with our business. Our operations do not require significant working capital as generally restaurants operate with negative working capital. Working capital deficits may be incurred in the future.
At December 29, 2024, we had $4,270,970 in cash and marketable securities and a net working capital of $3,556,469. 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 that are synergistic with our business.
Food costs have increased over the last two years, and we expect to see continued inflationary pressure during 2023. Beef and egg costs continued to increase in 2022. Given the competitive nature of the restaurant industry, it may be challenging to raise menu prices to fully cover cost increases. Future margin improvements may be difficult to achieve.
Competitors will continue to discount prices through aggressive promotions. Food costs have increased over the last two years, and we expect to see continued inflationary pressure during 2024. Beef and egg costs continued to increase in 2024, and we expect costs to continue to be volatile in 2024.
The decrease results from the inclusion of PIE which operates at a lower food cost than BTND. The decrease also reflects the net result of price increases during the year offset by an inflationary cost environment, including increases in beef, paper and egg costs.
The decrease is the net result of menu price increases at all locations during the year, offset by a moderate inflationary cost environment, where we saw a slight rise in beef and paper and lower costs for some other items. Because of its coffee-focused menu, PIE has significantly lower food and paper costs than our other restaurants.
The increase is the net result of lower BTND activity in 2022, 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.
Labor Costs: In 2024, labor and benefits costs increased to 41.3% of restaurant sales from 38.8% in 2023. The increase results from higher wages for hourly employees and managers in all of our markets and an unfavorable utilization of the fixed portion of labor costs. Also, PIE and Keegan’s businesses run higher labor costs than BTND.
Our liquidity and cash flows sources are operating cash flows and cash on hand. We have used available cash to make acquisitions, service debt, and to maintain our stores.
Our operations do not require significant working capital as, generally, restaurants operate with negative working capital. Working capital deficits may be incurred in the future. Our liquidity and cash flow sources are cash and cash equivalents and marketable securities on hand. We have used available cash to make acquisitions, service debt, and maintain our stores.
A decline in BTND restaurant sales also impacted the changes in restaurant-level costs from 2021 to 2022. 25 Table of Contents The impact of cost increases and the addition of three non-BTND restaurants during the year and may be detailed as follows: Restaurant operating costs for the period ended January 2, 2022 $ 6,820,340 Increase in food and paper costs 1,568,569 Increase in labor costs 1,743,631 Increase in occupancy and operating cost 776,928 Restaurant operating costs for the periods ended January 1, 2023 $ 10,909,466 Costs of Sales - food and paper: Cost of sales - food and paper - for 2022 decreased to 38.5% of restaurant sales from 38.9% of restaurant sales in 2021.
The impact of cost increases and the addition, including non-BTND restaurants during the year, may be detailed as follows: Restaurant operating costs for the period ended December 31, 2023 $ 13,210,129 Increase in food and paper costs 8,412 Increase in labor costs 670,223 Increase in occupancy and operating cost 210,880 Restaurant operating costs for the period ended December 29, 2024 $ 14,099,644 Costs of Sales - food and paper: The cost of food and paper sales for 2024 decreased to 37.8% of restaurant sales from 39.8% in 2023.
Louis property. Net Income (loss): The net loss was $562,285 in 2022, compared to an income of $607,851 in 2021. The change in 2022 from 2021 was primarily attributable to the matters discussed in the “Net Revenues,” “Restaurant Operating Costs,” “General and Administrative Costs,” and “Other Income” sections.
The impact of fully reserving for deferred tax benefits resulted in a $206,000 income tax provision in the year. The increase in the loss from 2023 also reflects the $371,872 impairment charge related to VBG. The net loss was also attributable to the matters discussed in the “Net Revenues,” “Restaurant Operating Costs,” “General and Administrative Costs,” and “Other Income” sections.
Burger Time restaurants feature a traditional grilled hamburger and other affordable foods such as chicken sandwiches, pulled pork sandwiches, sides, and soft drinks.
Burger Time opened its first restaurant in Fargo, North Dakota, in 1987. Burger Time restaurants feature traditional grilled hamburgers, other affordable foods, and soft drinks.
Same store sales at BTND for stores open at year-end decreased by approximately 11.2%. For BTND locations open at year-end, 2022 restaurant sales ranged from a low of $458,000 to a high of $1,012,000. The average sales for each Burger Time unit open at year-end were approximately $809,000 in 2022, a decline of approximately 6.1% from $858,700 in 2021.
PIE also contributed to the sales increase during the year, with a 19% increase in sales in 2024. For BTND locations open at year-end, 2024 restaurant sales ranged from a low of $567,000 to a high of $1,176,000.
The restaurant features a German-themed menu, specialty imported European beers, and regular entertainment. In June 2022, we acquired shares of stock representing 41.2% ownership of publicly held Dave’s Burger Tavern, Inc., the owner and operator of six Bagger Dave’s restaurants, a casual restaurant and bar concept.
Due to the underperformance of our Village Bier Garten restaurant relative to our expectations, we made the decision early in 2025 to close the business. We own 39.6% of the publicly held Dave’s Burger Tavern, Inc., the owner and operator of six Bagger Dave’s restaurants, a casual restaurant and bar concept.
Occupancy and Other Operating Costs: For 2022, occupancy and other costs increased to 15.3% of sales or $1,928,308 compared to $1,151,382 or 13.7% of restaurant sales in 2021, principally because of the impact on these costs of three leased restaurant locations added in 2022.
Occupancy and Other Operating Costs: For 2024, occupancy and other costs increased to 16.0% of sales, or $2,355,806, compared to $2,154,611, or 15.3% of restaurant sales in 2023, principally as a result of the addition of Schnitzel Haus as a leased location during the year.
These price increases may not be sufficient to mitigate higher costs, and further increases may negatively impact consumer behavior. 24 Table of Contents Result of operations for the 52 weeks ending January 1, 2023, compared to the 52 weeks ending January 2, 2022.
We have increased and plan to continue raising prices to offset additional costs due to a higher inflationary economic environment in the U.S. These price increases may not be sufficient to mitigate higher costs, and further increases may negatively impact consumer behavior.
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Our primary strategy is to serve the drive-thru and take-out segment of the quick-service restaurant industry. The average customer transaction at our Burger Time restaurants increased by approximately 30% in fiscal 2022 compared to 2021 and currently is about $16.90. This recent increase is principally because of the menu price increases implemented in 2021 and 2022.
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We are constantly reviewing menu prices to maintain gross margins during recent periods of accelerating inflation. Many factors influence our sales trends. Our business environment is challenging as competition is intense. We operate through a central management organization that provides continuity across our restaurant base by utilizing the efficiencies of a central management team.
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A 2022 price increase of approximately 10% on our popular “Deal of the Day” significantly increased our check average. We implemented an additional menu price increase in September 2022 and regularly monitor market prices to remain competitive. Many factors influence our sales trends. Our business environment is challenging as competition is intense.
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In 2024, we acquired the Schnitzel Haus restaurant, and in 2022, we purchased three operating restaurants and now own a 39.6% interest in BDVB, an operator of six casual restaurants. In May of 2024, we purchased the Schnitzel Hause restaurant. We may consider and evaluate additional acquisition opportunities in the future.
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During the 2022 fiscal year, we acquired three operating restaurants and a 41.2% ownership interest in BD, an operator of six casual restaurants. We expect to consider acquisition opportunities in the future. Keegan’s Seafood Grille, acquired in March 2022, has served customers in the Indian Rocks Beach and Clearwater, Florida markets for over 35 years.
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The percentages below may not reconcile because of rounding. 52 weeks ended, December 29, 2024 52 weeks ended, December 31, 2023 Amount % Amount % SALES $ 14,823,472 100.0 % $ 14,076,653 100.0 % COSTS AND EXPENSES Restaurant operating expenses Food and paper costs 5,605,579 37.8 5,597,167 39.8 Labor costs 6,128,574 41.3 5,458,351 38.8 Occupancy costs 1,403,204 9.5 1,312,717 9.3 Other operating expenses 962,287 6.5 841,894 6.0 Depreciation and amortization 742,860 5.0 598,540 4.3 Impairment of assets 371,872 2.5 — General and administrative 1,691,404 11.4 1,650,755 11.7 Gain on sale of asset (250,000 ) (1.7 ) (310,182 ) (2.2 ) Total costs and expenses 16,655,780 112.3 15,149,242 107.6 Loss from operations (1,832,308 ) (12.3 ) (1,072,589 ) (7.6 ) UNREALIZED GAIN (LOSS) ON MARKETABLE SECURITIES (93,458 ) (.6 ) 80,139 .6 REALIZED GAIN ON MARKETABLE SECURITIES 143,340 1.0 23,058 .2 INTEREST EXPENSE (99,906 ) (.7 ) (97,608 ) (.7 ) INTEREST AND DIVIDEND INCOME 178,279 1.2 300,923 2.1 OTHER INCOME 13,930 .1 80,790 (.6 ) EQUITY IN LOSS OF AFFILIATE (415,085 ) (2.8 ) (347,081 ) (2.5 ) INCOME TAX (EXPENSE) BENEFIT (206,000 ) (1.4 ) 145,000 1.0 NET LOSS $ (2,311,208 ) (15.5 )% $ (887,368 ) (6.3 )% 27 Table of Contents Net Revenues: Net sales for 2024 increased $746,819, or 5.3%, to $14,823,472 from $14,076,653 in 2023.
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Keegan’s 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, we acquired the assets and business operations of the iconic Pie In The Sky Coffee Restaurant and Bakery. PIE is adjacent to the ferry terminal in Woods Hole, Massachusetts.
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Schnitzel Haus, acquired in May 2024, contributed $710,000 in sales to the overall increase in revenue.
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PIE 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 August 2022, we purchased the assets of Van Stephan Village Bier Garten, a full-service bar and restaurant in Cocoa, Florida. We have rebranded the restaurant Village Bier Garten.
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Also contributing to the overall sales increase was an increase of approximately 7% at BTND locations, offsetting the effects of closing a location in Sioux Falls, South Dakota, early in the year and the conversion of the Ham Lake franchise unit to Burger Time, resulted in two-month closure of the location.
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Although moderating over the last twelve months, since March 2020, COVID-19 and its variants have adversely affected workforces, customers, economies, and financial markets globally and disrupted the US economy’s normal flow. Our stores have, with some exceptions, generally remained open for drive-through business. However, many businesses have experienced a disruption of operations.
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The average sales for each Burger Time unit open at year-end were approximately $926,000 in 2024, an increase of approximately 12.8% from $821,000 in 2023.
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More recently, food service businesses, including ours, have faced challenges in attracting and hiring workers. Labor shortages have resulted in some store curtailment of operating hours which may become more acute as market participants compete to attract employees. We cannot determine the future effects of any public health matters on our operations and financial results.
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Depreciation and Amortization Costs: For 2024, depreciation and amortization costs increased 24.1%, or $144,320, to $742,860 (5.0% of sales) from $598,540 (4.3% of sales) in 2023. Depreciation and amortization costs increased as a result of significant capital additions during the year, including the purchase of Schnitzel and the replacement of some hurricane-damaged property at Keegan’s.
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The percentages below may not reconcile because of rounding. 52 weeks ended, January 1, 2023 52 weeks ended, January 2, 2022 Amount % Amount % SALES $ 12,601,169 100.0 % $ 8,451,870 100.0 % COSTS AND EXPENSES Restaurant operating expenses Food and paper costs 4,854,321 38.5 3,285,752 38.9 Labor costs 4,126,837 32.7 2,383,206 28.2 Occupancy costs 1,147,744 9.1 681,560 8.1 Other operating expenses 780,564 6.2 469,822 5.6 Depreciation and amortization 449,038 3.6 234,027 2.8 General and administrative 1,633,829 13.0 416,791 4.9 Total costs and expenses 12,992,333 103.1 7,471,158 88.4 Income (loss) from operations (391,164 ) (3.1 ) 980,712 11.6 UNREALIZED LOSS ON MARKETABLE SECURITIES (86,422 ) (.7 ) INTEREST EXPENSE (114,766 ) (.9 ) (172,861 ) (2.0 ) INTEREST AND DIVIDEND INCOME 125,529 1.0 - - OTHER EXPENSE (80,649 ) (.6 ) EQUITY IN AFFILIATE LOSS (194,813 ) (1.6 ) - - INCOME TAX (EXPENSE) BENEFIT 180,000 1.4 (200,000 ) (2.4 ) NET INCOME (LOSS) $ (562,285 ) (4.5 )% $ 607,851 7.2 % Net Revenues: Net sales for 2022 increased $4,149,299 or 49.1% to $12,601,169 from $8,451,870 in 2021.
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General and Administrative Costs General and administrative costs in 2024 declined as a percentage of sales with an overall increase of 2.5%, or $40,649, to $1,691,404 (11.4% of sales) from $1,650,755 (11.7% of sales) in 2023. 28 Table of Contents Income (loss) from Operations: The loss from operations was $1,832,108 in 2024 compared to a loss from operations of $1,072,589 in 2023.
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The sales increase resulted from the acquisition of three restaurants during the year contributing $5,595,003 in revenue. The BTND business experienced a sales decline of $1,041,000 as the business continued a trend toward a return to pandemic pre-lockdown sales levels. Sales results also reflect the closing of the West St Paul Burger Time location in the fourth quarter of 2022.
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A significant portion of the increase in the loss was the result of the impairment charge related to the continuing poor results at VBG, leading to the decision to close the location in 2025 as a result of recording an impairment charge of $371,872, which is included in costs and expenses.
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PIE, because of its coffee-focused menu, has significantly lower food and paper costs than BTND and Keegan’s. Labor Costs: In 2022, labor and benefits cost increased to 32.7% of restaurant sales from 28.2% in 2021.
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PIE profitability declined because costs increased faster than menu prices. PIE also invested in additional staffing and culinary leadership, focusing on broadening the menu to increase business in the afternoons and evenings.
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All of which operate at a higher occupancy cost than our BTND locations where we own the majority of the real estate. Depreciation and Amortization Costs: For 2022, depreciation and amortization costs increased 91.9% or $215,011 to $449,038 (3.6% of sales) from $234,027 (2.8% of sales) in 2021.
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Interest expense: In 2024, our interest expense increased $2,298 to $99,906 (0.7% of restaurant sales) from $97,608 (0.7% of restaurant sales) in 2023 due to additional margin interest costs offset by schedule amortization reducing loan balances, resulting in a lower interest cost.
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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.
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Interest and Dividends and Other Income: Interest and dividend income was $178,279 in 2024, a decline from $300,923 in 2023, due to a lower average cash and investment balance in 2024, when more short-term assets were invested in non-dividend or interest-earning investments.
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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 2022 increased 292.0%, or $1,217,038, to $1,633,829 (13.0% of sales) from $416,791 (4.9% of sales) in 2021.
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Net Income (loss): Net Loss The net loss was $2,311,208 in 2024 compared to a loss of $887,368 in 2023. The increase in the net loss in 2024 from 2023 reflects the impact of an increase in the share of loss from Bagger Dave’s to $415,085 from $347,081 in 2023.
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The increase was principally the result of our transition to a public company and including higher officer salaries and bonus payments related to new senior management employment agreements, listing fees, increased quarterly review expenses, $118,700 of non-cash stock-based compensation for stock option expenses and costs associated with acquiring, transitioning to new ownership, and administering the three geographically dispersed businesses acquired during the year.
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Year 2024 2023 Revenues $ 14,832,108 $ 14,076,653 Reconciliation: Loss from operations (1,832,308 ) (1,072,589 ) Depreciation and amortization 742,860 598,540 Gain on sale of assets (250,000 ) (310,182 ) Impairment of restaurant asset 371,872 - General and administrative, corporate-level expenses 1,691,404 1,650,755 Restaurant-level EBITDA $ 723,828 $ 866,524 Restaurant-level EBITDA margin 4.9 % 6.2 % 29 Table of Contents Liquidity and Capital Resources For the 52 weeks ending December 29, 2024, we recorded an after-tax loss of $2,311,208.
Removed
Income (loss) from Operations: The loss from operations was $391,164 in 2022 compared to operating income of $980,712 in 2021.
Added
Summary of Cash Flows Cash Flows Provided by Operating Activities The operating cash flow in 2024 was negative $723,505 compared to negative $258,787 in 2023, representing a decline in cash flow from operations of $464,719 in 2024. Cash Flows Used in Investing Activities In 2024, we acquired the Schnitzel Haus restaurant for $943,000.
Removed
Prior to the June 2021 refinancing the interest rate was 4.75%. Interest and Dividends and Other Income: Interest and Dividend income was $125,529 in 2022 resulting from interest and other investment income from the investment of the proceeds from the November 2021 IPO. Other expense of $80,649 in 2022 includes $100,000 accrual for property taxes on the Company’s St.
Added
In 2023, on a net basis, we sold marketable securities. The Company used cash of approximately $495,000 in capital improvements at its restaurants. Proceeds from the sale of trademark assets were $250,000, and we lent $120,000 to NGI Corporation, a related party, in 2024. Cash Flows from Financing Activities Cash flow from financing activities reflects a reduction of $440,849.
Removed
However, 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.
Added
In 2024, broker margin borrowing of $115,899 was repaid. Additionally, we spent $142,794 purchasing treasury shares, and $182,156 was used for long-term debt principal payments. Contractual Obligations As of December 29, 2024, we had $4,048,155 in contractual obligations, including long-term debt and future lease liabilities. Our monthly required payments total approximately $50,000.
Removed
Fiscal Year 2022 2021 Revenues $ 12,601,169 $ 8,451,870 Reconciliation: Income (loss) from operations (391,164 ) 980,712 Depreciation and amortization 449,038 234,027 General and administrative, corporate-level expenses 1,633,829 416,791 Restaurant-level EBITDA $ 1,691,703 $ 1,631,530 Restaurant-level EBITDA margin 13.4 % 19.3 % Liquidity and Capital Resources For the 52 weeks that ended January 1, 2023, we recorded an after-tax loss of $562,285.
Removed
At January 1, 2023, we had $8,144,872 in cash and marketable securities and net working capital of $6,730,552. The aftermath of the pandemic restrictions continues to have a significant impact on the U.S. economy, and it is difficult to predict the near-term variations in the economy in general and specifically the impact on our businesses, operating results and financial condition.
Removed
Cash Flows Used in Investing Activities In 2022, we invested approximately $5.7 million in marketable securities, including $4.9 million in short-term U.S. Treasury Bills and approximately $3 million in acquiring the operating assets of three existing restaurants and $1.26 million in acquiring our 41.2% ownership of Bagger Dave’s.
Removed
Cash Flows from Financing Activities On November 12, 2021, the Company completed a public offering of Units, each consisting of one share of common stock and one five-year stock purchase warrant to purchase one common share at $5.50. We have the right to redeem the warrants under certain conditions.
Removed
The Company issued 2,400,000 common shares in the offering and 2,760,000 stock purchase warrants. After deducting all fees and expenses, net proceeds from the offering were $10,696,575.
Removed
Contractual Obligations As of January 1, 2023, we had $4,344,580 in contractual obligations, including $1,518,487 in contractual obligations relating to leases on restaurants acquired in 2022 and $2,826,093 to amounts due under mortgages on the real properties on which are stores are situated. Our monthly required payment is approximately $22,700.
Removed
On June 28, 2021, we refinanced most of our outstanding mortgage debt with a new lender lowering its nominal interest cost from 4.75% to 3.45% fixed for the next ten years. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Item 8. Financial Statements and Supplementary Data.
Removed
As a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act and Item 10(f)(1) of Regulation S-K, we have elected to comply with certain scaled disclosure reporting obligations and are not required to provide the information required by this item. 28 Table of Contents

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