BT Brands, Inc. (BTBD): History, Ownership, Mission, How It Works & Makes Money

How does a micro-cap restaurant holding company like BT Brands, Inc. (BTBD) pivot from a challenging market to generating a return to profitability in 2025, and what does that mean for its investors? You're defintely looking at a fascinating case study in strategic asset management, especially when the company's stock price surged by over 95% in September 2025 on the back of merger discussions and a Q2 net income of $55,000. This company, which operates a diverse portfolio of brands like Burger Time, is valued at a modest market cap near $12.04 million, but its heavy insider and retail ownership-with approximately 73.32% held by individual investors-suggests a story driven less by institutional money and more by operational turnarounds and strategic moves. Are you ready to see the mechanics behind a roll-up strategy that's generating real cash flow, or is the recent stock jump a classic head-fake?

BT Brands, Inc. (BTBD) History

BT Brands, Inc. is a company with a dual history, really. While the corporate entity is a recent creation, the foundation it was built on-the Burger Time restaurant chain-has been serving customers in the Upper Midwest for decades. The company's current structure is the result of a deliberate financial strategy: using a public listing to fuel an aggressive, multi-brand acquisition model that has since pivoted dramatically in 2025.

Given Company's Founding Timeline

Year established

The core operating business, Burger Time, was founded in 1987. The current corporate entity, BT Brands, Inc., was officially incorporated on September 28, 2020 to serve as the acquisition platform.

Original location

The original operational base, Burger Time, was established in the Fargo, North Dakota area. The corporate headquarters, as of late 2024, is in West Fargo, North Dakota, reflecting its regional roots.

Founding team members

The company's formation and ongoing direction are centered on its long-standing leadership team. Gary Copperud, the Chief Executive Officer and Director, is the key figure, leveraging his deep experience with the foundational Burger Time brand. Kenneth W. Brimmer serves as Chief Operating Officer, Chief Financial Officer, and Chairman of the Board.

Initial capital/funding

The capital for the modern, publicly-traded BT Brands, Inc. came from a business combination with a Special Purpose Acquisition Company (SPAC). This maneuver led to an Initial Public Offering (IPO) in November 2021, which was structured to raise gross proceeds of $12 million by offering 2,400,000 units at $5.00 per unit.

Given Company's Evolution Milestones

Given Company's Transformative Moments

The company's history is defintely not a straight line, but a series of calculated pivots. The most transformative decisions center on its public listing and the dramatic shift in its core business model in 2025.

The initial major decision was the 2021 SPAC merger, which immediately provided the liquidity needed to execute a growth-by-acquisition strategy. This move bypassed the traditional IPO process, allowing them to quickly start building a portfolio of niche, regional restaurant concepts, like the addition of a seafood grille in Florida and a bakery in Massachusetts.

By fiscal year 2025, the focus shifted to operational efficiency. For the second quarter ending June 29, 2025, the company reported a restaurant-level adjusted EBITDA (earnings before interest, taxes, depreciation, and amortization) of $661,000, a 51% increase over the prior year, even with two fewer operating locations. This shows a clear internal focus on profit per location over sheer volume.

The most significant, near-term transformation is the September 2025 definitive merger agreement with Aero Velocity Inc., a drone technology company.

• The deal is an all-stock transaction, fundamentally changing the company's industry focus from restaurants to advanced drone technologies.
• Existing BT Brands stockholders will retain only about 11% of the combined company, while Aero Velocity shareholders will own approximately 89%.
• The combined entity will operate under the Aero Velocity name, effectively ending the BT Brands restaurant acquisition strategy.
• The company's valuation at the time of the merger announcement was approximately $11.4 million.

Here's the quick math: The merger essentially turns the public shell of a restaurant operator into a platform for a high-growth drone-as-a-service (DaaS) business. This is a complete strategic overhaul, moving from burgers and bakeries to artificial intelligence and aerial data collection. If you're looking at the company now, you need to be Exploring BT Brands, Inc. (BTBD) Investor Profile: Who's Buying and Why? with a whole new lens.

BT Brands, Inc. (BTBD) Ownership Structure

BT Brands, Inc. (BTBD) is primarily controlled by its insiders, who hold a substantial portion of the shares, giving the leadership team significant voting power over strategic decisions, including the announced merger with Aero Velocity Inc. The company's decision-making structure is heavily influenced by this concentrated insider ownership, which currently stands near the 50% mark.

BT Brands, Inc.'s Current Status

BT Brands, Inc. is a publicly traded company listed on the NASDAQ Capital Market under the ticker symbol BTBD. As of November 2025, the company has a market capitalization of approximately $9.72 million. The stock closed at $1.49 per share on November 14, 2025, reflecting the market's current valuation of the multi-brand restaurant operator.

The company is currently undergoing a major strategic shift, having executed a definitive merger agreement with Aero Velocity Inc., a drone technology firm, in September 2025. This move is a clear action to broaden growth prospects beyond its core restaurant operations, which include Burger Time and a minority interest in Bagger Dave's Burger Tavern, Inc. Mission Statement, Vision, & Core Values of BT Brands, Inc. (BTBD).

BT Brands, Inc.'s Ownership Breakdown

The ownership structure for the 2025 fiscal year highlights a strong concentration of shares held by company insiders, which is defintely a factor in governance and long-term strategy. Here's the quick math based on recent filings, showing that insiders hold nearly half of all outstanding shares, which is a high percentage for a public company.

BT Brands, Inc.'s Leadership

The company's governance is steered by a small, experienced leadership team and board of directors. The average tenure for the board is approximately 7.3 years, suggesting a stable, long-term perspective on the company's evolution.

The key executives and board members as of November 2025 are:

• Gary Copperud: Chief Executive Officer (CEO) and Director. He is the largest individual shareholder, owning over 1 million shares, representing a 16.33% stake in the company.
• Kenneth Brimmer: Chief Operating Officer (COO) and Chief Financial Officer (CFO). His dual role is common in smaller public companies.
• Allan Anderson: Independent Director.
• Terri Tochihara-Dirks: Independent Director.
• Fred Croci: Independent Director. He was appointed to the board in late 2024 to fill a vacancy and serves on both the audit and compensation committees.

What this estimate hides is the potential shift in control following the Aero Velocity merger, which could dilute current ownership percentages and introduce new leadership to focus on the drone technology sector.

BT Brands, Inc. (BTBD) Mission and Values

BT Brands, Inc. does not publish a conventional, formal mission or vision statement, but its cultural DNA is clearly defined by an aggressive, acquisition-centric strategy focused entirely on operational turnarounds and maximizing shareholder value.

You're not looking at a company built on abstract corporate philosophies; you're looking at a financial platform that buys, fixes, and grows undervalued assets. That's the core of their culture, and it's reflected in their pursuit of profitability, which saw them achieve a Q2 2025 net income of $55,000 after strategic maneuvers.

BT Brands, Inc. Core Purpose

The company's core purpose isn't a framed statement; it's a clear operational mandate: find and acquire smaller, regional restaurant brands that are overlooked, then apply disciplined management to drive operational excellence and capital efficiency.

Here's the quick math: their strategy is less about competing with industry giants and more about effective capital allocation in their chosen niche. The goal is to consistently strengthen the platform, which is why they reported approximately $14.82 million in recent gross revenue, an important metric for a company with a market capitalization near $12.04 million as of September 2025.

• Acquisition Focus: Systematically purchase and integrate undervalued restaurant concepts.
• Operational Excellence: Implement efficient management to improve restaurant-level EBITDA.
• Shareholder Value: Create tangible returns through disciplined growth and strategic exits.

If you want to understand the nuts and bolts of their financial position, you can review the latest analysis on Breaking Down BT Brands, Inc. (BTBD) Financial Health: Key Insights for Investors.

Official mission statement

BT Brands, Inc. has not formally published a traditional mission statement in its corporate filings or on its website. To be fair, their actions speak louder than any corporate filler.

The operating principle, as consistently articulated by CEO Gary Copperud, is to create shareholder value by identifying opportunities that strengthen the company's platform and broaden its growth prospects. This is the defintely the most precise way to look at their mission.

• Primary Goal: Acquire, operate, and grow a diverse portfolio of restaurant concepts.
• Financial Discipline: Maintain a focus on managing cash, with $4.3 million in cash and short-term investments reported as of late 2024.

Vision statement

The company's vision has rapidly evolved beyond its restaurant roots in 2025, signaling a major strategic pivot. It's a bold, multifaceted growth strategy aimed at transforming the enterprise into a platform with exposure to high-growth, technology-driven sectors.

This is a clear move to diversify revenue streams and capitalize on future trends. They are actively exploring opportunities in:

• Biotechnology
• Cryptocurrency ecosystems
• Drone and drone services sectors

This exploration, including a potential merger with Aero Velocity, shows a vision to carve out new niches with seismic growth potential, a daring step for a food-service company.

BT Brands, Inc. slogan/tagline

BT Brands, Inc. does not use a public-facing slogan or tagline for its corporate entity, as its focus is on capital markets and operational performance rather than consumer-facing branding for the parent company.

The closest thing to a mantra is their action-oriented focus on 'disciplined growth, operational excellence, and delivering value to shareholders.' That's the only tagline that matters to the balance sheet.

BT Brands, Inc. (BTBD) How It Works

BT Brands, Inc. operates as a diversified holding company primarily focused on the quick-service and casual dining restaurant sector, but is actively pivoting its strategy toward mergers and acquisitions in new, high-growth sectors like biotechnology and drone services. The core business model generates revenue by managing a portfolio of distinct restaurant concepts across the US, while simultaneously using strategic asset sales and balance sheet strength to fund its expansion into new, non-restaurant ventures.

Given Company's Product/Service Portfolio

The company's current value delivery is anchored in its multi-concept restaurant portfolio, which spans fast-food, casual dining, and fine-dining, plus a specialty bakery, totaling fourteen operating restaurants as of Q2 2025.

Given Company's Operational Framework

The operational framework is a centralized management model focused on driving profitability from a geographically and conceptually diverse restaurant base, while also executing a major strategic pivot. The goal for fiscal 2025 is a return to overall profitability.

• Cost Optimization: The company successfully narrowed its operating loss in Q2 2025 to $75,000, a significant improvement from the prior year, primarily through aggressive cost-reduction initiatives.
• Asset Rationalization: Underperforming locations are systematically closed; the company operated with two fewer locations in Q2 2025 compared to the prior year, which helped improve margins.
• Liquidity Enhancement: Strategic property sales, like the one completed post-Q2 2025, are used to enhance the balance sheet, generating an estimated gain of approximately $250,000 for the third quarter.
• Profitability Focus: Restaurant-level adjusted EBITDA (earnings before interest, taxes, depreciation, and amortization) is the key performance indicator (KPI), which saw a 51% increase year-over-year in Q2 2025, reaching $661,000.

Here's the quick math: the Q2 2025 net income was a profit of $55,000, a defintely welcome shift from the loss reported in the prior year.

Given Company's Strategic Advantages

BT Brands' primary advantage is its strong balance sheet liquidity and its willingness to execute a non-traditional, high-upside strategic shift, moving beyond the challenging restaurant industry. The company is not afraid to sell assets to fuel future growth.

• Strong Liquidity: The current ratio was reported at 4.7 in September 2025, indicating a very healthy ability to cover short-term liabilities.
• Capital for Pivot: Ending Q2 2025 with $3.5 million in total cash and short-term investments provides the capital base for its strategic initiatives, including potential mergers.
• Diversified Portfolio & Management Expertise: The existing multi-concept restaurant portfolio provides stable, albeit low-growth, cash flow, minimizing reliance on a single brand.
• High-Growth Strategic Evaluation: The company is actively working with an investment banking firm to evaluate mergers into high-growth, non-food service sectors like biotechnology, cryptocurrency, and drone services, positioning it for potential exponential value creation.

To be fair, this aggressive pivot carries risk, but the potential for organizational performance is huge. You can read more about the company's long-term goals here: Mission Statement, Vision, & Core Values of BT Brands, Inc. (BTBD).

BT Brands, Inc. (BTBD) How It Makes Money

BT Brands, Inc. makes money primarily through the direct sales of food and beverages from its portfolio of diverse, regional restaurant brands, but its near-term financial engine is increasingly driven by strategic corporate actions, including asset sales and a planned merger into a new, diversified holding company structure.

You need to look at this company through two lenses: a traditional multi-brand restaurant operator and a strategic holding company in transition. The core revenue comes from the daily operations of its restaurants, but the significant shareholder value creation in 2025 is tied to its non-operating initiatives, like the definitive merger agreement with Aero Velocity, announced in September 2025, which aims to diversify the company into high-growth sectors like drone services and biotechnology.

BT Brands, Inc.'s Revenue Breakdown

For the trailing twelve months (TTM) ending Q2 2025, BT Brands reported total revenue of approximately $14.53 million. The company's revenue streams are best segmented by their nature-direct sales from wholly-owned restaurants versus income or loss from its equity investments and strategic asset sales.

Here's the quick math on the core business: The bulk of the $14.53 million TTM revenue comes from restaurant sales across its brands, including Burger Time, Pie In The Sky Coffee and Bakery, Keegan's Seafood Grille, and Schnitzel Haus. The second-quarter 2025 revenue declined by 8.1% year-over-year, to $3.8 million, largely because the company operated two fewer locations, so the direct sales trend is under pressure.

Business Economics

The economic fundamentals of BT Brands are a mix of traditional quick-service restaurant (QSR) challenges and a strategic pivot. The company's model historically focused on acquiring and revitalizing smaller, established regional brands, but the 2025 focus has shifted dramatically toward maximizing asset value and changing the business's core identity.

• Pricing Strategy: The restaurants operate in the highly competitive fast-casual and casual dining sectors, facing consumer price sensitivity and inflationary pressures on key inputs like beef and labor. This makes aggressive price hikes tricky.
• Cost Discipline: The company's return to profitability in Q2 2025, with a net income of $55,000, was achieved not through massive revenue growth, but through strong cost-reduction initiatives and operational improvements, a necessary move when sales are soft.
• Restaurant-Level Profitability: A key metric is the restaurant-level adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization), which surged by 51% to $661,000 in Q2 2025. This shows that the individual units are performing better, even if the total number of units is down.
• Strategic Asset Monetization: The company is actively selling non-core assets. A prime example is the property sale completed post-Q2 2025, which is expected to result in a gain of approximately $250,000, bolstering the balance sheet and contributing to overall profitability in the second half of the year. This is a defintely a new revenue source.
• The Merger Catalyst: The biggest economic driver is the planned merger, which repositions the company as a platform for growth in new, non-restaurant industries. This move aims to fundamentally change the valuation multiple from a low-margin restaurant operator to a diversified growth entity.

BT Brands, Inc.'s Financial Performance

As of November 2025, the company's financial performance reflects a business that is stabilizing its core operations while aggressively pursuing a transformational corporate strategy.

• Total Revenue (TTM Q2 2025): $14.53 million, showing modest year-over-year growth of 1.59%.
• Gross Margin (TTM Q2 2025): The gross profit of $2.21 million translates to a TTM Gross Margin of roughly 15.21%. This is a tight margin, typical of the restaurant industry, which underscores the need for high-volume sales and strict cost control.
• Net Income (Q2 2025): The company achieved a Net Income of $55,000, a significant turnaround from a net loss of $70,000 in the prior-year quarter. This is a crucial sign of improved operational efficiency.
• Liquidity: The company ended Q2 2025 with $3.5 million in total cash and short-term investments, providing a necessary buffer for its strategic initiatives and ongoing merger evaluation.
• Strategic Loss: The equity in the loss of its 40.7% owned affiliate, Bagger Dave's Burger Tavern, Inc., was $70,400 in Q2 2025, though this was an improvement from the $81,000 loss in the same period a year ago. The affiliate is also negotiating the sale of most of its locations to reposition itself, mirroring BT Brands' own strategic shift.

For a deeper dive into the capital structure and who is betting on this strategic pivot, you should check out Exploring BT Brands, Inc. (BTBD) Investor Profile: Who's Buying and Why?

BT Brands, Inc. (BTBD) Market Position & Future Outlook

BT Brands, Inc. (BTBD) is a micro-cap multi-brand restaurant operator that is strategically pivoting its business model, moving from a regional, multi-concept focus toward a platform for potential merger and acquisition (M&A) activity outside of the food service sector. While the company achieved a net income of $55,000 in the second quarter of 2025, its future trajectory is heavily dependent on the outcome of its ongoing strategic review and proposed merger with non-restaurant entities, which could fundamentally redefine its market position.

Competitive Landscape

BT Brands, Inc. operates in the highly fragmented Quick-Service Restaurant (QSR) and fast-casual segments, where it competes against both regional chains and national giants. The company's small scale-with only 14 operating locations and approximately $14.8 million in annual revenue-places it at the micro-cap end of the restaurant industry, where it competes for market share against companies with hundreds or thousands of locations.

Here's the quick math: The broader US QSR market is valued in the hundreds of billions of dollars, so a company with $14.8 million in revenue holds a fraction of a percent of the total market, making scale its primary competitive challenge.

Opportunities & Challenges

The company's near-term outlook is dominated by its strategic initiatives, particularly the potential merger, which represents both its greatest opportunity and its most significant risk. The shift from a pure-play restaurant operator to a diversified holding company is a major bet on non-organic growth.

Industry Position

BT Brands, Inc. is a small-cap entity whose industry standing is currently in flux. Honestly, its primary value proposition is not its restaurant operations but its potential as a merger platform. The company is actively working with its investment banker to evaluate transactions across various industries, not just food service.

What this estimate hides is that the company's small size makes it highly susceptible to market volatility, but also allows for rapid, transformative change through a single transaction. The total cash and short-term investments of $3.5 million at the end of Q2 2025 provides a necessary cushion for this strategic shift.

• Micro-Cap Platform: Positioning itself as a vehicle for a reverse merger or acquisition, potentially abandoning its core fast-food identity for a high-growth, non-restaurant sector.
• Asset-Light Strategy: The planned sale of five Bagger Dave's locations by its affiliate, Bagger Dave's Burger Tavern, Inc., signals a move toward an asset-light model and repositioning the affiliate for its own strategic opportunities.
• Regional Niche: Operates established, regional brands like Burger Time in the North Central U.S., which provides a loyal, though geographically limited, customer base.

You can see more about the company's foundational goals here: Mission Statement, Vision, & Core Values of BT Brands, Inc. (BTBD).