BT Brands's biggest risks in the FY2024 10-K
- BT Brands relies heavily on Sysco for food supplies, with about 30% of purchases coming from them in 2024.
- The company's restaurant locations are concentrated in Minnesota, North Dakota, South Dakota, Michigan, and Florida.
- Growth depends on restaurant acquisitions, which are vulnerable to rising interest rates and integration challenges.
The risks most specific to BT Brands
- Risks Related to Inflation, Labor and Supply Chain
We rely on certain suppliers and distributors for all our supplies
During 2024, the company purchased approximately 30% of its supplies from its primary distributor, Sysco Corporation.
- Legal and Regulatory Risks
We are susceptible to regional economic developments
The company's financial performance depends on restaurants located in Minnesota, North Dakota, South Dakota, Michigan, and Florida.
- Risks Related to Inflation, Labor and Supply Chain
We rely on the services of our Chief Executive Officer and Chief Operating Officer to operate our business
The business relies on the key services of Chief Executive Officer Gary Copperud and Chief Operating Officer Kenneth Brimmer.
- Risks Related to Our Growth Strategy
Rising interest rates could negatively impact our performance and acquisition plans
Rising interest rates could increase borrowing costs and make it difficult to obtain financing for future restaurant acquisitions.
- Risks Related to the Nature of Our Business and Operating in the Restaurant Industry
Our inability to raise menu prices could result in a decline in profitability
If consumers do not accept menu price increases implemented to offset inflation and minimum wage hikes, profitability could decline.
- Legal and Regulatory Risks
Our business is subject to seasonal fluctuations due to weather and other factors
Midwestern restaurants face lowest spending in the first and fourth quarters, while Florida locations experience summer tourist declines.
- Risks Related to the Nature of Our Business and Operating in the Restaurant Industry
Changes in diet attitudes, health information, or government regulations could affect consumer habits and impact our business, finances, and operations. While currently exempt from requirements, changes in laws and regulations may require us to disclose the nutritional content of our food offerings
Changes in laws may require the company to disclose nutritional content of food offerings.
All 48 risk factors
Headings as the filing states them, in filing order.
Risks Related to a Health Emergency
- 01Health emergencies may adversely impact our business
Risks Related to Our Growth Strategy
- 02Acquiring or opening new restaurants is subject to risks and challenges
- 03The acquisition of existing restaurants is risky and could negatively impact our financial results
- 04other disadvantages compared to competitors with lower leverage
- 05Acquisitions may have unanticipated consequences that could harm our business and our financial condition
- 06disruption of our ongoing business, including the diversion of management’s attention
- 07Failure to manage new restaurants properly could negatively impact our operations and deplete our capital resources
- 08Our growth strategy requires substantial additional capital to execute, which may not be available
- 09Rising interest rates could negatively impact our performance and acquisition plans
- 10Our growth strategy may divert management’s attention from operating our existing restaurants
- 11We may enter into additional long-term, non-cancellable leases
- 12Difficulties managing our growth could adversely affect operations
- 13hire, train, motivate, manage, and retain our employees
Risks Related to the Nature of Our Business and Operating in the Restaurant Industry
- 14Our inability to compete effectively may affect sales and restaurant-level profit margins, adversely affecting our results of operations
- 15Our inability to raise menu prices could result in a decline in profitability
- 16Changes in diet attitudes, health information, or government regulations could affect consumer habits and impact our business, finances, and operations. While currently exempt from requirements, changes in laws and regulations may require us to disclose the nutritional content of our food offerings
- 17Unfavorable publicity could reduce sales at our restaurants
- 18Food safety concerns could harm our business by reducing demand and increasing costs
Risks Related to Inflation, Labor and Supply Chain
- 19Increased commodity, energy and other costs could decrease our restaurant-level profit margins
- 20Shortages or interruptions in the supply or delivery of fresh food products could adversely affect our operating results
- 21We rely on certain suppliers and distributors for all our supplies
- 22We rely on the services of our Chief Executive Officer and Chief Operating Officer to operate our business
- 23The inability to attract, train and retain personnel could adversely impact our business and financial results
- 24Unionization activities or labor disputes could disrupt our operations and affect our profitability
Risks Related to Information Technology Systems, Cybersecurity and Data Privacy
- 25System failures or network security breaches could interrupt our operations and adversely affect our business
- 26Security breaches of customer information due to cyber-attacks may adversely affect our business
- 27Failure to effectively manage social media could adversely impact our business
Legal and Regulatory Risks
- 28The display of nutritional information could affect consumer preferences and negatively impact the results of our operations
- 29New information or attitudes regarding diet and health could result in changes in regulations and consumer eating habits that could adversely affect our revenues
- 30We are subject to many federal, state, and local laws and compliance is costly and complex
- 31Failure to comply with regulations could result in losing our food service licenses, harming our business
- 32Restaurant companies have been the target of allegations of violations of employment laws
- 33We may not be able to adequately protect our intellectual property, which could harm the value of our brands
- 34Economic conditions in the United States could materially affect our business, financial condition, and results of operations
- 35We are susceptible to regional economic developments
- 36Damage to our reputation could negatively impact our business, financial condition, and the results of operations
- 37Our marketing programs may not be successful
- 38Our business is subject to seasonal fluctuations due to weather and other factors
- 39If we cannot offset rising labor costs with price increases, our financial performance could be adversely affected
- 40Failure of our internal control over financial reporting could adversely affect our business and financial results
Risks Related to Ownership of Our Common Stock
- 41Our business could be negatively affected by the actions of activist stockholders
- 42You may be unable to resell your shares at or above the price you paid
- 43Our articles of incorporation, bylaws and Wyoming law may discourage a change of control of our Company and depress the price of our stock
- 44We have no plans to pay cash dividends on our common stock
- 45Raising additional equity capital may be more challenging while the warrants are outstanding
- 46Our board of directors is authorized to issue preferred stock without obtaining stockholder approval
- 47Our articles of incorporation and bylaws provide that the Company will indemnify our directors and officers, in each case, to the fullest extent permitted by Wyoming law
- 48Reduced disclosure requirements may make our common stock less attractive to investors
Other BT Brands 10-Ks
- FY2025 10-K risk factors46 risks32 new34 dropped13 reworded
The risk section is dominated by the proposed merger with Aero Velocity and spin-off of BT Group restaurant operations. The company is pivoting from restaurants to unmanned aerial vehicle manufacturing. Existing stockholders face substantial dilution and loss of voting control to Aero stockholders.
Filed Mar 30, 2026
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.