UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: April 4, 2021

or

☐     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

 

Commission File Number: 333-233233

BT BRANDS, INC.

(Exact name of registrant as specified in its charter)

 

Wyoming		81-4744185
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
405 Main Avenue West, Suite 2D, West Fargo, ND		58078
(Address of principal executive offices)		(Zip Code)
(701) 277-0080
(Registrant’s telephone number, including area code)
NONE
(Former name former address and former fiscal year if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
common stock, $0.001 per share

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes     ☐ No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes     ☐ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging Growth Company	☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes     ☒ No

 

At May 18, 2021, there were 4,047,502 shares of common stock outstanding.

 

 

 

CAUTIONARY STATEMENT REGARDING RISKS

AND UNCERTAINTIES THAT MAY AFFECT FUTURE RESULTS

 

Forward-Looking Information

 

This quarterly report contains forward-looking statements about the business, financial condition and prospects of BT Brands, Inc. and its wholly owned subsidiaries (together, the “Company”). Forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, can be identified by the use of forward-looking terminology such as “believes,” “projects,” “expects,” “may,” “estimates,” “should,” “plans,” “targets,” “intends,” “could,” “would,” “anticipates,” “potential,” “confident,” “optimistic” or the negative thereof, or other variations thereon, or comparable terminology, or by discussions of strategy, objectives, estimates, guidance, expectations and future plans. Forward-looking statements can also be identified by the fact these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties.

 

While the Company believes the expectations reflected in forward-looking statements are reasonable, there can be no assurances such expectations will prove to be accurate. Security holders are cautioned such forward-looking statements involve risks and uncertainties. Certain factors may cause results to differ materially from those anticipated by the forward-looking statements made in this quarterly report. Such factors may include, without limitation, the risks, uncertainties and regulatory developments (1) related to the COVID-19 pandemic, which include risks and uncertainties related to the current unknown duration of the COVID-19 pandemic, the impact of governmental regulations that have been, and may in the future be, imposed in response to the pandemic which potentially could have an impact on discretionary consumer spending and (2) those discussed and described in the Company’s 2020 annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2021. Many of these risks and uncertainties are beyond the ability of the Company to control, nor can the Company predict, in many cases, all of the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements. The forward-looking statements contained in this quarterly report speak only as of the date of this quarterly report, and the Company expressly disclaims any obligation or undertaking to report any updates or revisions to any such statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.

 

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TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS		4
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION		14
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK		22
ITEM 4.	CONTROLS AND PROCEDURES.		23
PART II - OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS		24
ITEM 1A.	RISK FACTORS		24
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		24
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES		24
ITEM 4.	MINE SAFETY DISCLOSURES		24
ITEM 5.	OTHER INFORMATION		24
ITEM 6.	EXHIBITS.		24
SIGNATURES			25

 

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PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

BT BRANDS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

		April 4, 2021				January 3, 2021
ASSETS
CURRENT ASSETS
Cash		$	1,460,098			$	1,321,244
Receivables			4,547				19,030
Inventory			67,594				60,576
Prepaid expenses			12,491				5,348
Total current assets			1,544,730				1,406,198
PROPERTY AND EQUIPMENT, net			1,618,897				1,632,457
LAND AND BUILDINGS HELD FOR SALE			258,751				258,751
INVESTMENT IN RELATED COMPANY			75,000				75,000
OTHER ASSETS, net			16,192				16,759
Total assets		$	3,513,570			$	3,389,165
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES
Current maturities of long-term debt		$	418,465			$	245,306
Accounts payable			449,203				270,487
Accrued expenses			242,763				420,734
Income taxes payable			137,978				97,978
Total current liabilities			1,248,409				1,034,505
LONG-TERM DEBT, less current maturities			2,704,560				2,938,983
DEFERRED INCOME TAXES			128,000				118,000
Total liabilities			4,080,969				4,091,488
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' DEFICIT
Preferred stock, $.001 par value, 2,000,000 shares authorized, no shares outstanding at April 4, 2021 and January 3, 2021			-				-
Common stock, $.002 par value, 50,000,000 authorized, 4,047,502 shares outstanding at April 4, 2021 and January 3, 2021			8,095				8,095
Additional paid-in capital			497,671				497,671
Accumulated deficit			(1,073,165	)			(1,208,089	)
Total shareholders' deficit			(567,399	)			(702,323	)
Total liabilities and shareholders' deficit		$	3,513,570			$	3,389,165

  

See Notes to Condensed Consolidated Financial Statements

  

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BT BRANDS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

 

		13 Weeks Ended,
		April 4, 2021				March 29, 2020
SALES		$	1,940,872			$	1,303,430
COSTS AND EXPENSES
Restaurant operating expenses
Food and paper costs			731,954				540,100
Labor costs			565,492				483,309
Occupancy costs			136,548				162,588
Other operating expenses			123,209				86,174
Depreciation			54,269				44,395
Amortization			567				425
General and administrative			105,338				66,216
Total costs and expenses			1,717,377				1,383,207
Income (loss) from operations			223,495				(79,777	)
INTEREST EXPENSE			(38,571	)			(36,467	)
INCOME (LOSS) BEFORE TAXES			184,924				(116,244	)
PROVISION FOR INCOME TAXES			(50,000	)			-
NET INCOME (LOSS)		$	134,924			$	(116,244	)
NET INCOME (LOSS) PER COMMON SHARE - Basic and Diluted		$	0.03			$	(0.03	)
WEIGHTED AVERAGE SHARES USED IN COMPUTING PER COMMON SHARE AMOUNTS - Basic and Diluted			4,047,502				4,047,502

  

See Notes to Condensed Consolidated Financial Statements

 

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BT BRANDS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)

(Unaudited)

 

		Shares				Common Stock Amount				Additional Paid-in Capital				Accumulated (Deficit)				Total
Balances, December 29, 2019			4,047,502			$	8,095			$	497,671			$	(1,902,081	)		$	(1,396,315	)
Net (loss)			-				-				-				(116,244	)			(116,244	)
Balances, March 29, 2020			4,047,502			$	8,095			$	497,671			$	(2,018,325	)		$	(1,512,599	)

 

		Shares				Common Stock Amount				Additional Paid-in Capital				Accumulated (Deficit)				Total
Balances, January 3, 2021			4,047,502			$	8,095			$	497,671			$	(1,208,089	)		$	(702,323	)
Net income			-				-				-				134,924				134,924
Balances, April 4, 2021			4,047,502			$	8,095			$	497,671			$	(1,073,165	)		$	(567,399	)

  

See Notes to Condensed Consolidated Financial Statements

 

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BT BRANDS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		13 Weeks ended,
		April 4, 2021				March 29, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss)		$	134,924			$	(116,244	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities-
Depreciation			54,269				44,395
Amortization of franchise agreement			567				425
Amortization of debt issuance cost			1,465				1,295
Deferred tax liability			10,000				-
Changes in operating assets and liabilities, net of acquisition
Receivables			14,483				9,581
Inventory			(7,018	)			3,459
Prepaid expenses			(7,143	)			1,632
Accounts payable			178,716				161,767
Unearned vendor rebate			-				(1,223	)
Accrued expenses			(177,971	)			(23,649	)
Income taxes payable			40,000				-
Net cash provided by operating activities			242,292				81,438
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment			(40,709	)			-
Investment in notes receivable from relate company			-				(28,000	)
Net cash used in investing activities			(40,709	)			(28,000	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt			-				50,000
Principal payments on long-term debt			(62,729	)			(51,405	)
Net cash used in financing activities			(62,729	)			(1,405	)
CHANGE IN CASH			138,854				52,033
CASH, BEGINNING OF YEAR			1,321,244				258,101
CASH, END OF PERIOD		$	1,460,098			$	310,134
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest		$	37,106			$	36,467

  

See Notes to Condensed Consolidated Financial Statements

  

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BT BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements include the accounts of BT Brands, Inc., and its subsidiaries (the “Company”, “we”, “our”, “us”, or “BT Brands”) and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. All intercompany accounts and transactions have been eliminated in consolidation and have been prepared on a basis consistent in all material respects with the accounting policies for the fiscal year ended January 3, 2021. In our opinion, all adjustments, which are normal and recurring in nature, necessary for a fair presentation of our financial position and results of operation have been included. Operating results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year.

 

The accompanying Condensed Consolidated Balance Sheet as of April 4, 2021 does not include all of the disclosures required by GAAP. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of January 3, 2021 and the related notes thereto included in the Company’s Form 10-K for the fiscal year ended January 3, 2021.

 

Use of Estimates

 

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and the differences could be material.

 

The Company

 

BT Brands, Inc. (the “Company”) was incorporated as Hartmax of NY Inc. on January 19, 2016 with the objective of acquiring an operating entity. Effective on July 30, 2018, the Company acquired 100% of the ownership BTND, LLC. in exchange for common stock in the Company through a Share Exchange Agreement (“Share Exchange”) with BTND, LLC (“BTND”), and its Members.

 

Business

 

The Company currently operates company-owned fast-food restaurants called Burger Time. The Company also operates one unit in Minnesota as a franchisee of International Dairy Queen. The Company operates three Burger Time locations in Minnesota, four in North Dakota, and two in South Dakota. The Company closed a store in Richmond, Indiana during 2018 which is listed for sale. There were a total of ten operating restaurants on April 4, 2021.

 

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The Company’s Dairy Queen store is operated pursuant to the terms of a franchise agreement with International Dairy Queen. The Company is required to pay regular royalty and advertising payments to the franchisor and to remain in compliance with the terms of the franchise agreement.

 

Fiscal Year Period

 

The Company’s fiscal year is a 52/53-week year, ending on the Sunday closest to December 31. Most years consist of four 13-week accounting periods comprising the 52-week year. All references to years in this report refer to the 13-week periods in the respective fiscal year periods. Fiscal 2021 is a 52-week year ending January 2, 2022.

 

Cash

 

For purposes of reporting cash and cash flows, cash is net of outstanding checks and includes, amounts on deposit at banks and deposits in transit.

 

Receivables

 

Receivables consist mainly of rebates due from a primary vendor.

   

Inventory

 

Inventory consists of food, beverages and supplies and is stated at lower of cost (first-in, first-out method) or net realizable value.

 

Property and Equipment

 

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives which range from three to thirty years.

 

The Company reviews long-lived assets to determine if the carrying value of these assets may not be recoverable based on estimated cash flows. Assets are reviewed at the lowest level for which cash flows can be identified, which is at the restaurant level. In determining future cash flows, significant estimates are made by the Company with respect to future operating results of each restaurant over its remaining life. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying value of the assets exceeds the fair value of the assets.

 

Assets Held for Sale

 

From time-to-time the Company may sell an existing operating unit or may close an operating unit and list the property for sale. A property in the St. Louis area was written-off in 2020 and certain signage originally purchased for use in that location has been used in other locations. In September of 2018 the Company closed an operating Burger Time unit in Richmond, Indiana and the Richmond property is listed for sale. In the second quarter of fiscal 2019 it was concluded to record a charge of $93,488 for impairment of the value of the Richmond location and in the second quarter of 2020 an additional $100,000 impairment charge was recorded. The Company believes the Richmond property will be sold at or above its current carrying cost of assets held for sale.

 

Income Taxes

 

We provide for income taxes under (Accounting Standards Codification (ASC), 740), Accounting for Income Taxes. ASC 740 using an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. The deferred tax assets are reviewed periodically for recoverability and valuation allowances are adjusted, as necessary.

 

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As of April 4, 2021, the Company estimates a current tax provision at the statutory rates of approximately 27.5%

 

The Company currently has no accrued interest or penalties relating to any income tax obligations. The Company currently has no federal or state examinations in progress, nor has it had any federal or state tax examinations since its inception and all periods since inception remain open for examination.

    

Per Common Share Amounts

 

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income or (loss) per share is computed by dividing net income or loss by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share is computed by dividing net income by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. Common stock equivalents are excluded from the computation of diluted net income (loss) if their effect would be anti-dilutive. There were no potentially dilutive shares outstanding as of the periods ending in 2021 and 2020, as the strike price for warrants outstanding was above the fair market price of the underlying stock in both periods.

 

Other Assets

 

Other assets are the allocated fair value of the acquired Dairy Queen franchise agreement related to the Company’s location in Ham Lake, Minnesota, which is being amortized over an estimated useful life of 14 years.

 

Liquidity and Capital Resources

 

For the 13 weeks ended April 4, 2021, the Company earned an after-tax profit of  $134,924. At April 4, 2021, the Company had $1,460,098 in cash, and working capital of $296,321, a decrease of $75,372 from January 3, 2021.

   

As efforts to vaccinate the U.S population progress, Covid-19 continues to a have significant impact on the United States economy. It is difficult to predict either the ultimate impact of the Covid-19 pandemic or the impact of governmental responses on the Company’s operating results and financial condition.

   

In May 2020, the Company received pandemic-related loans totaling $487,900, and of that amount, $460,400 was borrowed under the Small Business Administration’s Paycheck Protection Program under the terms of the program the loans were forgiven in 2020. In May 2020, the Company also borrowed $27,500 at no interest under the Minnesota Small Business Emergency Loan Program. The Company expects to have sufficient cash assets to meet its obligations for at least a year from the issuance of these consolidated financial statements.

 

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NOTE 2 - PROPERTY AND EQUIPMENT

 

Property and equipment consisted of the following at:

 

		April 4, 2021				January 3, 2021
Land		$	485,239			$	485,239
Equipment			2,538,285				2,497,576
Buildings			1,306,896				1,306,896
Total property and equipment			4,330,420				4,289,711
Accumulated depreciation			(2,452,772	)			(2,398,503	)
Less - property held for sale			(258,751	)			(258,751	)
Net Property and Equipment		$	1,618,897			$	1,632,457

 

Depreciation expense for the 13-week periods in 2021 and 2020 was $54,269 and $44,395, respectively.

   

NOTE 3 - ACCRUED EXPENSES

 

Accrued expenses consisted of the following at:

 

		April 4, 2021				January 3, 2021
Accrued real estate taxes		$	95,593			$	106,935
Accrued bonus compensation			7,000				162,000
Accrued payroll			87,800				56,139
Accrued payroll taxes			10,480				8,519
Accrued sales taxes payable			9,709				66,632
Accrued vacation pay			19,657				19,657
Other accrued expenses			12,524				852
		$	242,763			$	420,734

 

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NOTE 4 - LONG TERM DEBT

 

The Company’s long-term debt is as follows:

 

		April 4, 2021				January 3, 2021
Note payable to bank dated October 30, 2015 due in monthly installments of $6,916 through October 30, 2030, which includes principal and interest at a fixed rate of 4.75%. This note is secured by two of the Company's Minnesota locations and the personal guaranty of a shareholder of the Company.		$	657,322			$	670,334
Note payable to bank dated November 16, 2015 due in monthly installments of $14,846, which includes principal and interest at fixed rate of 4.75% through November 16, 2030. This note is secured by four of the Company's North Dakota locations and the personal guaranty of a shareholder of the Company.			1,419,418				1,447,439
Note payable to bank dated October 10, 2015 due in monthly installments of $4,153 through March 11, 2030, which includes principal and interest at fixed rate of 4.75%. This note is secured by the Company's Dairy Queen location and the personal guaranty of a shareholder of the Company.			389,937				397,655
Note payable to bank dated March 11, 2016 due in monthly installments of $3,692 through March 11, 2031 which includes principal and interest at a fixed rate of 4.75%. This note is secured by one of the Company's South Dakota locations and the personal guaranty of a shareholder of the Company.			362,504				369,222
Notes payable to bank dated November 10, 2016 payable in monthly installments of $1,331 which includes principal and interest at 4%, the interest rate is subject to adjustment based on 5-year Treasury Note rate 2021 and cannot be less than 4%. This note is secured by property held for sale in Richmond Indiana and the personal guaranty of a shareholder of the Company.			138,559				141,125
Note payable to bank dated December 28, 2018 due in monthly installments of $1,644 through December 31, 2023 which includes principal and interest at a fixed rate of 5.50%. This note is secured by the West St. Paul location and the personal guaranty of a shareholder of the Company. This note was paid in full on April 6, 2021, and is included in current liabilities at April 4, 2021.			181,899				185,219
Minnesota Small Business Emergency Loan dated April, 29, 2020 payable in monthly installments of $458.33 beginning December 15, 2020 which includes principal and interest at 0%. This note is secured by the personal guaranty of a shareholder of the Company. Provided certain employment levels are achieved, the principal balance may be forgiven resulting in the note becoming a grant.			26,125				27,500
			3,175,765				3,238,494
Less - unamortized debt issuance costs			(52,740	)			(54,205	)
Current maturities			(418,465	)			(245,306	)
Total		$	2,704,560			$	2,938,983

 

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NOTE 5 - RELATED PARTY TRANSACTIONS

 

Next Gen Ice

 

In 2019, the Company made cash advances to Next Gen Ice, Inc. (NGI) in the form of Series C Notes totaling a principal amount of $179,000 (“Notes”). The Company’s CEO, Gary Copperud, is Chairman of the Board of Directors of NGI and the Company’s Chief Operating Officer, Kenneth Brimmer, is also a member of the Board of Directors of NGI and serves as Chief Financial Officer of NGI on a part-time contract basis. Mr. Copperud, and a limited liability company controlled by him together own approximately 34% of the outstanding equity of NGI. On March 2, 2020, the Notes, were modified and the maturity extended to August 31, 2020. As part of the Note modification, the Company received 179,000 shares of common stock in Next Gen Ice from the founders of NGI representing approximately 2% of NGI shares outstanding. The Company also holds warrants to purchase 358,000 shares of common stock at a price of $1.00 per share through March 31, 2023. The common stock and common stock purchase warrants received by the Company were recorded at a value determined by the Company of $75,000. This amount was also recorded at a discount to the note receivable and was recognized as interest income over the extended term of the Notes. The Company has determined that its investment in NGI does not have a readily determinable market value and therefore is carried at the cost determined by the Company at the time the shares and warrants were received. The Notes were repaid in August 2020, with interest, and currently there are no outstanding amounts due to the Company from NGI.

 

NOTE 6 - CONTINGENCIES

 

In the course of its business, the Company may be a party to claims and legal or regulatory actions arising from the conduct of its business. The Company is not aware of any significant asserted or potential claims which could impact its financial position.

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 

The following discussion of financial condition, results of operations, liquidity and capital resources of BT Brands, Inc. and its wholly-owned subsidiaries (together, the “Company”) should be read in conjunction with the Company’s condensed consolidated financial statements and accompanying notes included under Part I, Item 1 of this quarterly report on Form 10-Q, as well as with the audited consolidated financial statements and accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s annual report on Form 10-K for the year ended January 3, 2021.

 

Introduction

 

We own and operate ten fast food restaurants, including nine Burger Time restaurants and one Dairy Queen restaurant, all of which are in the North Central region of the United States. Our Burger Time restaurants feature a wide variety of burgers and other affordably priced foods such as chicken sandwiches, pulled pork sandwiches, sides and soft drinks. Our Dairy Queen restaurant offers the established Dairy Queen menu consisting of burgers, chicken, sides, ice cream and other desserts, and a wide array of beverages. Our revenues are derived from the sale of food and beverages at our restaurants.

 

Our Burger Time 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 quality food made fresh to order at a fair price. Our primary strategy is to serve the drive-thru and take-out segment of the quick-service restaurant industry.

 

Operationally, we take several steps to maintain efficiency, including maintaining inventory of no more than approximately $5,000 to $10,000 per store at any given time (which also has the advantage of allowing for frequent deliveries of fresh food).

 

Our Burger Time investment model targets an average total cash investment of between $325,000 and $535,000. Real estate and finance costs may vary materially by location but, assuming the average investment figure applies, the amount allocated to the purchase of real estate would be approximately $225,000. These costs can fluctuate significantly, based on the number and timing of restaurant openings and the specific expenses incurred for each restaurant.

 

Our average customer transaction increased by approximately 4% in the fiscal 2020 compared to 2019 principally because of the price increase implemented in the middle of 2020. Our sales trends are influenced by many factors and the environment remains challenging for smaller restaurant chains as competition from the major fast-food hamburger-focused business is intense.

     

Material Trends and Uncertainties

 

There are industry trends which may have a significant adverse effect on our business. These trends principally relate to the rapidly changing area of technology and food delivery. The major companies in the restaurant industry have rapidly adopted and developed applications for the smart phone and mobile delivery, have aggressively expanded drive-through operations and have developed loyalty programs and data base marketing supported by a robust technology platform. We expect these trends to continue as restaurants aggressively complete for customers. Further, the major QSR’s have been increasingly willing to strategically discount prices through promotions such as a “dollar menu”. We expect these significant trends will continue.

 

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The cost of food has increased over the last two years; however, we expect to see some inflationary pressure in 2021. Beef costs were stable in 2020 following an increase of approximately 5% in 2019. Given the competitive nature of the fast-food burger restaurant industry, it may be difficult to raise menu prices to fully cover future cost increases. During 2020, a significant increase in business volume contributed to improved profit margins. Additional margin improvements may have to be made through operational improvements, equipment advances and increased volumes to help offset any food cost increases, due to the competitive state of the restaurant industry.

 

Labor will continue to be a critical factor in the foreseeable future. In most areas where we operate our restaurants, there historically has been a shortage of suitable labor. This 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. It is crucial for the Company to develop and maintain programs to attract and retain quality employees.

 

Increases in the federally and state mandated minimum wage may also impact our operations. While details have not been determined the initial proposal by the Biden Administration includes a proposal to increase the minimum wage to $15 per hour. In North Dakota, the minimum wage is set at the federally mandated minimum wage of $7.25 per hour and the rates are annually adjusted to reflect any increase in cost of living. South Dakota has established a minimum wage of $9.10 per hour which is annually adjusted to increase with the cost of living. Minnesota’s minimum-wage rate for small employers, such as us, is $8.04 per hour. Our hourly employees earn a wage of on average of approximately $12 to $13 per hour. An increase in the minimum wage to $15 per hour would adversely impact our profit margins.

 

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. A health pandemic is a disease outbreak that spreads rapidly and widely by infection and affects many individuals in an area or population at the same time. This contagious disease outbreak, which increases and decreases in intensity, and any related adverse public health developments, has adversely affected workforces, customers, economies, and financial markets globally, potentially leading to an economic downturn. Our stores have remained open for drive-through business. The response to COVID-19 has disrupted the normal operations of many businesses, including ours.  More recently, food service businesses, including ours, have faced challenges in attracting and hiring workers and it is possible the labor shortages may become more acute in the busier summer months.

     

Most states, including Minnesota and North Dakota, have limited or banned public gatherings to halt or delay the spread of disease. Under these emergency orders, essential services have remained open, including, but not limited to gas stations, pharmacies, grocery stores, food banks, convenience stores, take-out and delivery restaurants, banks, hospitals, and laundromats. Under the directions limiting public gatherings, regulators have generally allowed drive-through restaurant services to remain open. To date, our restaurants have remained open although we have curtailed hours at some stores and have experienced temporary restaurant closures while locations have been cleaned and employees tested. Thus far, we have been able to reopen after two or three days. Local, regional or national governments may, at any time, implement directives that further limit or order our business to close or take other measures intended to mitigate the spread of disease. Further, customers may choose to remain in self-imposed isolation and avoid public gathering places.

 

While a program to vaccinate a majority of Americans is currently in progress, it is not possible for us to predict the duration or magnitude of the effects of the outbreak and its impact on our business or results of operations at this time. The conditions may influence restaurant customer traffic and our ability to adequately staff our restaurants, receive deliveries on a timely basis or perform functions at the corporate level. Further, such conditions could impact the availability of the menu items we offer and the ability of suppliers to deliver such products. We also may be adversely affected if jurisdictions in which we have restaurants impose mandatory closures, seek voluntary closures or impose restrictions on operations. Even if such measures are not implemented, the perceived risk of infection or significant health risk may adversely affect our business.

 

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Growth Strategy and Outlook

 

We are focused on growing our business and building value for our shareholders. We are seeking to increase value for our shareholders in the foodservice industry. We expect to pursue the acquisition of multi-unit restaurant concepts and individual restaurant properties at attractive multiples of earnings. Once acquired, we will operate the business or businesses with a shared central management organization. Assuming we are successful in acquiring an operating business, following the acquisition, we expect to pursue growth strategies to both expand the number of locations and to increase comparable store sales and profits.

 

Our business plan is to grow through acquisitions in the foodservice industry. In addition, we may develop additional Burger Time locations through the acquisition and conversion of existing properties. We also expect to identify and complete acquisitions of existing restaurant units and multi-unit chains which could be operated and expanded through the addition of new locations.

 

Our growth strategy is predicated upon (i) building or acquiring new restaurants, (ii) growing comparable restaurant sales and profits, and (iii) quickly and cost-effectively scaling our growth while leveraging our corporate services.

 

We believe that we will have opportunities to acquire new restaurant businesses. We intend to follow a disciplined strategy of evaluating acquisition opportunities to determine the operations are in markets meeting our demographic, real estate and investment criteria. Our ability to successfully evaluate an acquisition opportunity and to understand the competitive landscape of a new market will be critical in making a successful acquisition. Additionally, our ability to identify, recruit and hire both salaried and hourly staff will impact our ability to expand as will changes in the legal environment, including increases to the minimum wage, which could impact our ability to expand into certain areas. Further, we believe that there has been an oversaturation of restaurants in certain areas which could decrease the number of markets that we believe will be attractive to expand into. Even if we can acquire restaurants, the new restaurants, and our Company, will be subject to various risks, some of which, including factors impacting our customers, such as declining economic conditions, are entirely out of our control. We will seek to quickly and cost-effectively scale our growth by leveraging our general and administrative costs.

 

Our ability to acquire or open new restaurants is predicated on the availability of capital for such purposes. We cannot be certain that capital will be available to us on acceptable terms if at all.

 

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Results of Operations for the Thirteen Weeks Ended April 4, 2021 and the Thirteen Weeks Ended March 29, 2020

 

The following table sets forth, for the fiscal periods indicated, our Condensed Statements of Operations expressed as percentage of total revenues. Percentages below may not reconcile because of rounding.

 

		13 Weeks Ended,
		April 4, 2021				March 29, 2020
SALES			100.0	%			100.0	%
COSTS AND EXPENSES
Food and paper costs			37.7				41.4
Labor costs			29.1				37.1
Occupancy costs			7.0				12.5
Other operating expenses			6.4				6.6
Depreciation and amortization			2.8				3.4
General and administrative			5.5				5.1
Total costs and expenses			88.5				106.1
Income (loss) from operations			11.5				(6.1	)
INTEREST EXPENSE			(2.0	)			(2.8	)
INCOME (LOSS) BEFORE TAXES			9.5				(8.9	)
PROVISION FOR INCOME TAXES			(2.6	)
NET INCOME (LOSS)			6.9	%			(8.9	)%

 

Net Revenues:

 

Net sales for Fiscal first quarter of 2021 increased $637,442 or 48.9% to $1,940,872 from $1,303,430 in the first quarter of Fiscal 2020. The sales increase was attributable principally to the favorable impact on our drive-through locations because of the COVID-19 related government restrictions on restaurants resulting in an increase in consumers choosing Burger Time as a dining alternative. In addition, the Company implemented a price increase in the second half of 2020 which increased sales an estimated 5% to 10%.

   

Restaurant unit sales for the period ranged from a low of $126,000 to a high of $274,000 and average sales for each Burger Time unit during the period was approximately $201,300 in 2021 an increase from approximately $141,000 in 2020.

 

Costs of Sales - food and paper:

 

Cost of sales - food and paper for first quarter of fiscal 2021 decreased as a percentage of sales to 37.7% of restaurant sales from 41.4% of restaurant sales in the first quarter of fiscal 2020. This decrease was the result of a favorable six-month price on the price of ground beef patties which remained unchanged at $2.51 per pound.

 

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Restaurant Operating Costs:

 

Restaurant operating costs (which refer to all the costs associated with the operation of our restaurants, but do not include general and administrative costs, and depreciation and amortization) as a percent of restaurant sales decreased significantly to 80.2% of sales in the first fiscal quarter of 2021 from 97.6% in the same period of fiscal 2020. This decrease was due primarily to a significant increase in sales which favorably impacted both fixed and semi-fixed costs and the matters discussed in the “Cost of Sales,” “Labor Costs,” “Occupancy and Other Operating Cost” sections below.

 

Labor Costs:

 

For the first quarter of fiscal 2021, labor and benefits costs increased by $82,183 to $565,492, however, labor costs as a percentage of sales declined to 29.1% of restaurant sales from 37.1% of restaurant sales in fiscal 2020 first quarter. The decrease in the percentage was the result of the leveraging of existing staffing levels as sales increased significantly from the year earlier. The Company continued to benefit from minimal turnover in its unit restaurant management which tends to cause unfavorable variations in labor costs. Payroll costs are semi-variable in nature, meaning that they do not change proportionally to changes in revenue.

 

Occupancy and Other Operating Expenses

 

For the first fiscal quarter of 2021, occupancy and other expenses increased $10,995, however, as a result of the increased sales volume, these costs as a percentage of sales declined to 13.4% of sales from 19.1% of sales in the similar period in 2020.

 

Depreciation and Amortization Expense:

 

For first fiscal quarter of 2021, depreciation and amortization increased $10,016 to $54,836 (2.8 % of sales) from $44, 822 (3.4% of sales) in the same period in fiscal of 2020. The company continues to reinvest in its properties to maintain and upgrade items such as point-of-sale equipment and HVAC equipment.

 

General and Administrative Costs

 

General and administrative costs increased 59.1% or $39,122 from $66,216 (5.1% of sales) in the first fiscal quarter of 2020 to $105,338 (5.5% of sales) in the first quarter of 2021. The increase in general and administrative costs is primarily an increase in CEO compensation over the year earlier level.

 

Income from Operations

 

Income from operations for the 13-week period was $223,495 in fiscal 2021 compared to a loss from operations of $116,244 in the similar period in 2020. The change in income from operations in fiscal 2021 compared to fiscal 2020 was due to the significant increase in profitability of the Company’s stores resulting from an increase in sales, partially offset by an increase in General and Administrative Expense and the matters discussed in the “Net Revenues” and “Restaurant Operating Costs” sections above.

 

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Restaurant-level EBITDA:

 

To supplement the condensed consolidated financial statements, which are prepared and presented in accordance with GAAP, the Company uses restaurant-level EBITDA, which is not a measure defined by GAAP. This non-GAAP operating measure is useful to both management and, we believe, to investors because it represents one means of gauging the overall profitability of our recurring and controllable core restaurant operations. This measure is not, however, indicative of our overall results, nor does restaurant-level profit accrue directly to the benefit of stockholders, primarily due to the exclusion of corporate-level expenses. Restaurant-level EBITDA should not be considered a substitute for, or superior to, operating income, which is calculated in accordance with GAAP, and the reconciliations to operating income set forth below should be carefully evaluated.

 

We define restaurant-level EBITDA as operating income before pre-opening costs, if any, general and administrative costs, and depreciation and amortization. General and administrative costs are excluded as they are generally not specifically identifiable to restaurant specific costs. Depreciation and amortization are excluded because they are not ongoing controllable cash expenses, and they are not related to the health of ongoing operations.

 

		13-Week Period
		April 4, 2021				March 29, 2020
Revenues		$	1,940,872			$	1,303,430
Reconciliation:
Income (loss) from operations			223,495				(79,777	)
Depreciation and amortization			54,836				44,820
General and administrative, corporate level expenses			105,338				66,216
Restaurant-level EBITDA			383,670				31,159
Restaurant-level EBITDA margin			19.8	%			2.4	%

 

Liquidity and Capital Resources

 

Since March of 2020, the COVID-19 pandemic has had a positive impact of the Company’s sales and liquidity. For the 53 weeks ended January 3, 2021, the Company earned an after-tax profit of $791,992. On April 4, 2021 the Company had $1,460,098 in cash and working capital of $296,321, a decrease of $21,628 from January 3, 2021. The decrease is the result of including $182,000 in current maturities of long-term debt from the Company’s early payoff of the mortgage on its West St. Paul location at the beginning of the second fiscal quarter.   In the 13-week period ending April 4, 2021, the Company continued to see strong results and positive operating cash flow.

     

COVID-19 likely will to continue to have a significant impact on the United States economy. It is difficult to predict either the ultimate impact of the COVID-19 pandemic or the impact of governmental responses on the United States economy in general, and specifically the impact on the quick service drive-through segment of the food service industry and on Company’s operating results and financial condition as the situation is evolving.

 

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In May 2020, the Company received pandemic-related loans totaling $487,900. Included in that amount was $460,400 borrowed under the Small Business Administration’s Paycheck Protection Program (“PPP”) under the terms of the program, the Company applied for forgiveness of the loans in 2020, anticipating its application qualified the loans for forgiveness. Following application by the Company, the loans were forgiven in 2021. In anticipation of  forgiveness of the PPP advances, the loan forgiveness was reflected as “Other Income” in the third quarter of 2020.   Also, in May 2020, the Company borrowed $27,500 at no interest under the Minnesota Small Business Emergency Loan Program.

     

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 companies that are synergistic with or complimentary to our business. Our operations do not require significant working capital, and, like many restaurant companies, we generally operate with negative working capital. We anticipate that working capital deficits may be incurred in the future and possibly increase. Our primary sources of liquidity and cash flows are operating cash flows and cash on hand. We use this to service debt and to maintain our stores to operate in an efficient manner, and to increase our working capital. Our working capital position benefits from the fact that we collect cash from sales from our customers at the point of sale, or within a few days from our credit card processor, and in general, payments to our vendors are not due for thirty days.

 

Summary of Cash Flows

 

Cash Flows Provided by Operating Activities

 

As a result of the strong sales increase over the prior year, we generated significant positive cash flow in the 13-week period ending April 4, 2021. The winter months have historically been seasonally the slowest part of the Company’s business.

 

Cash Flows Used in Investing Activities

 

In 2020 through the first quarter of 2021 the Company has focused on its primary business and building its working capital reserves.

 

Cash Flows Used in Financing Activities

 

A significant portion of the Company’s cash flow is allocated to service the Company’s debt.

 

Contractual Obligations

 

As of April 4, 2021, we had $3.2 million in contractual obligations relating principally to amounts due under mortgages on the real property on which are stores are situated. Our monthly required payment is approximately $32,000. Following the end of the first quarter, the Company concluded to repay the Note payable to Bremer Bank in the amount of approximately $182,000 using on-hand cash reserves to make the payment.

 

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Qualitative and Quantitative Disclosure about Market Risk

 

Commodity Price Risk

 

We are subject to volatility in food costs as a result of market risk associated with commodity prices. Our ability to recover increased costs through higher pricing is, at times, limited by the competitive environment in which we operate. We do not enter into pricing agreements with any of our suppliers to manage these risks. Beef is our largest single food purchase and the price we pay for beef fluctuates weekly based on beef commodity prices. We do not currently manage this risk with commodity future and option contracts. A ten percent increase in the cost of beef would result in approximately $175,000 of additional food costs for the Company annually.

  

Seasonality and Inflation

 

Seasonal factors and the timing of holidays cause our revenue to fluctuate from quarter to quarter. Our revenue per restaurant is typically slightly lower in the first and fourth quarters due to holiday closures and the impact of cold weather at all our locations. Adverse weather conditions may also affect customer traffic, especially in the first and fourth quarters, when customers do not use our outdoor seating areas, which impacts the use of these areas and may adversely affect our revenue.

 

Management does not believe that inflation has had a material effect on income during the recent years. Increases in food, labor or other operating costs could adversely affect the Company’s operations. In the past, however, the Company generally has been able to increase menu prices or modify its operating procedures to substantially offset increases in its operating costs.

 

The cost of construction has also increased in recent history. We expect that costs to construct new restaurants in our existing and contiguous markets will be more expensive than several years ago, but we expect to achieve higher restaurant sales volumes and/or margin improvements to offset these or addition construction cost increases. Construction cost increases could have an adverse effect on our business and operations, particularly for new restaurant development.

 

Our business is subject to a wide range of federal, state and local regulations, which are subject to change in ways we cannot now anticipate. We are uncertain as to the effect, if any, that changes in the regulatory environment may have on our Company.

 

Off-Balance Sheet Arrangements

 

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the Securities and Exchange Commission.

 

Recent Accounting Pronouncements

 

There has been no impact to our financial statements and our results of operations and financial condition as the result of the adoption of Recent Accounting Pronouncements, see “Part I, Item 1, Note 1. Summary of Significant Accounting Policies” of the Notes to Condensed Consolidated Financial Statements included in this quarterly report.

 

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Critical Accounting Policies and Estimates

 

Our discussion and analysis of operating results and financial condition are based upon our financial statements. The preparation of our financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, sales, expenses and related disclosures of contingent assets and liabilities. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis.

 

Our critical accounting policies are those that materially affect our financial statements and involve subjective or complex judgments by management. Although these estimates are based on management’s best knowledge of current events and actions that may impact us in the future, actual results may be materially different from the estimates.

 

Jumpstart Our Business Startups Act of 2012

 

We qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.

 

Subject to certain conditions set forth in the JOBS Act, we are also eligible for and intend to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including (i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (iii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We may take advantage of these exemptions until we are no longer an emerging growth company. We will continue to be an emerging growth company until the earliest to occur of (i) the last day of the fiscal year in which the market value of our common stock that is held by non-affiliates exceeds $700 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year in which we had total annual gross revenue of $1 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which we have issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the completion of our initial public offering.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

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ITEM 4. CONTROLS AND PROCEDURES.

 

Disclosure Controls and Procedures

 

(1) Evaluation of Disclosure Controls and Procedures

 

We maintain a set of disclosure controls and procedures designed to ensure that information required to be disclosed by us in the reports filed under the Securities Exchange Act, is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that this information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

As of April 4, 2021, our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) promulgated under the Exchange Act. Based upon that evaluation and the material weakness in our internal control over financial reporting as disclosed in the Company’s Form 10-K for the fiscal year ended January 3, 2021, our Chief Executive Officer and Chief Financial Officer concluded that, as of April 4, 2021, our disclosure controls and procedures were not effective at a reasonable assurance level in ensuring that material information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules, regulations and forms of the SEC, including ensuring that such material information is accumulated by and communicated to our management, including our Chief Executive Officer, Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

     

(3) Changes in Internal Control over Financial Reporting

 

The Company disclosed material weakness for a lack of segregation of duties and not performing an effective risk assessment on monitoring of internal  controls over financial reporting in its Form 10-K for the fiscal year ended January 3, 2021.  While the Company is addressing these deficiencies,  there has been no significant change in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934 that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

   

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PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

There are presently no pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

 

ITEM 1A. RISK FACTORS

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and are not required to provide the information required under this item.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Since the date on which the Company filed its annual report on Form 10-K and through the date of this quarterly report, the Company did not sell any securities.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None

 

ITEM 6. EXHIBITS. 

 

Exhibit		Description
31.1		Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended April 4, 2021.
31.2		Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended April 4, 2021.
32.1*		Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
32.2*		Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

	BT BRANDS, INC.
Date: May 18, 2021	By:	/s/ Kenneth Brimmer
	Name:	Kenneth Brimmer
	Title:	Chief Operating Officer and Principal Financial Officer

  

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