BT Brands, Inc. Annual Report: A Simple Breakdown

I’ve put together this guide to help you understand how BT Brands performed this year. My goal is to turn complex financial filings into plain English so you can decide if this company fits your investment goals.

1. What does this company do?

BT Brands currently operates restaurants, but they are in the middle of a major identity shift. They own several spots, including their "Burger Time" fast-food chain in the Midwest, a bakery in Massachusetts called "Pie In The Sky," and a German restaurant in Florida. They also own 40.7% of "Bagger Dave’s Burger Tavern." As of December 29, 2024, the company brought in $6.2 million in total revenue, mostly from its 10 Burger Time locations.

2. The "Big Pivot" (The Aero Transaction)

The company is trying to leave the restaurant business. In September 2025, they signed a merger agreement with Aero Velocity Inc., a company that makes heavy-lift drones for industrial and military use.

If this deal closes, they plan to "spin off" their restaurants into a separate public company called BT Group, Inc. If you own stock now, you would trade your stake in a restaurant company for a stake in a drone company, while likely receiving shares in the new restaurant spin-off. They want to move from a low-profit food business to a high-growth technology sector.

3. Why this is a major risk for you

This is a total transformation, and you should be cautious:

• Shrinking Ownership: If the merger happens, Aero Velocity’s current owners will own about 89% of the combined company. Existing BT Brands shareholders will be left with only about 11%. Because so many new shares are being created, your "slice of the pie" will shrink significantly.
• The Deal Isn't Guaranteed: The merger still needs SEC and shareholder approval. If it falls through, the company’s strategy is left in limbo. They would be forced to keep operating their struggling restaurant assets.
• Tax Bills: The spin-off of the restaurant business is not expected to be tax-free. You might have to pay taxes on the value of the new BT Group shares you receive, even though you didn't sell them.

4. How the restaurants are doing

The restaurant business has been a mixed bag:

• Closures: They closed the "Village Bier Garten" in early 2025 because it was too expensive to run and never became profitable.
• Bagger Dave’s: This investment has been a drain on the company. BT Brands has written the value of this stake down to zero because the chain has lost money for years.
• Trademark Sales: They sold the "Hot-N-Now" trademark for $250,000 in 2024. This cash helped pay for the merger's legal and corporate costs.
• Seasonality: Their businesses depend on the calendar. "Pie In The Sky" relies on summer tourists, while the Midwest burger joints struggle in the winter due to high heating costs and fewer customers.

5. The Bottom Line

If you invest in BT Brands now, you aren't betting on burgers anymore. You are betting on a complex drone merger. Because your ownership stake will drop to roughly 11% if the deal closes, this is a high-stakes move. You are paying for a speculative entry into the drone market while taking on the tax and operational risks of a struggling restaurant business.

Before you decide: Ask yourself if you are comfortable with the dilution of your shares and the potential tax consequences of the spin-off. If you are looking for a stable restaurant investment, this company’s current path is moving in the opposite direction.