BT Brands, Inc. (NASDAQ:BTBD, BTBDW)) today announced its results for the thirteen weeks ended September 28, 2025, reporting record earnings per share of $.15 for the third quarter and earnings of $.10 per share for the nine-month period. Significantly, cash and short-term investments increased by $1.2 million from the second quarter's level.

BT Brands currently operates fourteen restaurant locations, including its 40.7% ownership interest in Bagger Dave's Burger Tavern, which operates five casual dining restaurants across Michigan, Ohio, and Indiana (OTC:BDVB). Operations include:

Six Burger Time fast-food restaurants located in the North Central United States
Bagger Dave's Burger Tavern (40.7% owned affiliate)
Keegan's Seafood Grille in Indian Rocks Beach, Florida
Pie In The Sky Coffee and Bakery in Woods Hole, Massachusetts
Schnitzel Haus, a German-themed dining restaurant in Hobe Sound, Florida

Third Quarter 2025 Highlights

Net income of $914,975, or $0.15 per share, compared to a net loss of $219,000 in Q3 2024
Revenue of $3.9 million, versus $4.3 million in the prior year, primarily reflecting two fewer operating locations
Operating income of $735,000, including a $242,000 gain on asset sales, compared to a loss of $75,000 in Q3 2024
Restaurant-level adjusted EBITDA (a non-GAAP measurement) increased 74%, rising to $823,000 from $472,000 in Q3 2024
Equity method loss from Bagger Dave's was $100,000, an improvement from $116,000 in the prior-year quarter
Cash and short-term investments totaled $4.7 million, up from $3.5 million at the end of Q2 2025

Proposed Business Combination with Aero Velocity, Inc.

On September 2, 2025, BT Brands entered into a definitive Merger Agreement with Aero Velocity, Inc. ("Aero"), an emerging leader in drone services. Under the terms of the agreement:

Aero will merge with a BT Brands subsidiary
The combined entity to be called Aero Systems, Inc. and Aero Systems will become the successor corporation
Following the merger, BT Brands will spin off a newly formed subsidiary, BT Group, Inc., to existing BT Brands common shareholders
BT Group, Inc. will retain all BT Brands restaurant operations, assets, cash, and investments. Management plans pursue a listing for the common stock of BT Group, Inc.

Following completion of these transactions, BT Brands shareholders will:

Own a share of the newly merged Aero Systems
Receive a share of BT Group, which will include all assets and liabilities of BT Brands, including its cash, investments and BT Brands restaurant business.

Management Commentary

Gary Copperud, Chief Executive Officer of BT Brands, commented:

"We are pleased with third-quarter results, driven by operational efficiencies and nonoperating contributions from asset sales and investment gains. While the restaurant industry continues to face challenges—including intense competition from industry leaders, consumer price sensitivity, and inflationary pressures—our focus on aligning expenses with revenue continues to yield positive results, as evidenced by a 74% increase in restaurant EBITDA from the prior year.

"We are enthusiastic about the proposed merger with Aero Systems, which we believe will offer our shareholders meaningful participation in both a high-growth platform with attractive profit margins and an improving core restaurant business."

Outlook

The Company expects to maintain profitability through the remainder of fiscal 2025. Given the ongoing merger process and the potential for asset transactions, BT Brands is not providing detailed financial guidance for fiscal 2025 and beyond at this time.

About BT Brands, Inc.

BT Brands, Inc. (NASDAQ:BTBD, BTBDW)) operates fast-food and casual dining restaurants, including Burger Time locations in North Dakota, South Dakota, and Minnesota; Pie In The Sky Coffee and Bakery in Woods Hole, Massachusetts; Keegan's Seafood Grille near Clearwater, Florida; and Schnitzel Haus in Hobe Sound, Florida. The Company also owns a 40.7% interest in Bagger Dave's Burger Tavern, Inc., which operates five restaurants in Michigan, Indiana, and Ohio. The Company has announced plans to merge with Aero Velocity, Inc.

Cautionary Note Regarding Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will," and similar references to future periods. Examples of forward-looking statements include, among others, statements regarding guidance relating to net income and net income per share, expected operating results, such as revenue growth and earnings, and anticipated capital expenditures for fiscal 2025. Because of the uncertain nature of restaurant performance and the evolving character of our Company, and because of continuing uncertainty surrounding the overall economy, as consumers have become more price sensitive, and inflationary pressures relating to many aspects of our business, the Company is not at this point providing a financial forecast for fiscal 2025. Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

FINANCIAL RESULTS FOLLOW:

BT BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
*(Unaudited)*

	39 Weeks Ended			39 Weeks Ended			13 Weeks Ended			13 Weeks Ended
	September 28, 2025			September 29, 2024			September 28, 2025			September 29, 2024
SALES	$	10,864,445		$	11,649,610		$	3,853,682		$	4,348,824

COSTS AND EXPENSES
Restaurant operating expenses
Food and paper costs		3,626,168			4,407,101			1,176,619			1,563,073
Labor costs		3,882,608			4,636,598			1,290,108			1,698,150
Occupancy costs		944,699			1,058,029			332,984			377,398
Other operating expenses		672,866			653,769			231,761			238,031
Depreciation and amortization expenses		452,130			473,420			151,010			141,527
General and administrative expenses		1,160,480			1,284,871			178,389			375,451
Loss (gain) on sale of asset		(242,231	)		30,205			(242,231	)		30,205
Total costs and expenses		10,496,720			12,543,993			3,118,640			4,423,835
Income (loss) from operations		367,725			(894,383	)		735,042			(75,011	)

UNREALIZED GAIN (LOSS) ON MARKETABLE SECURITIES		500,124			163,014			462,020			(69,933	)
REALIZED INVESTMENT GAIN (LOSS)		312,954			29,219			138,890			(343	)
INTEREST AND DIVIDEND INCOME		112,833			186,892			31,866			50,142
INTEREST EXPENSE		(57,489	)		(72,591	)		(16,385	)		(22,552	)
IMPAIRMENT OF EQUITY INVESTMENT IN RELATED COMPANY		(304,000	)		-			(304,000	)		-
OTHER INCOME (EXPENSE)		12,449			-			(32,724	)		-
EQUITY IN NET LOSS OF AFFILIATE		(304,439	)		(291,282	)		(99,734	)		(115,782	)
INCOME (LOSS) BEFORE TAXES		640,157			(879,131	)		914,975			(233,479	)
INCOME TAX (EXPENSE) BENEFIT		-			144,000			-			14,000
NET INCOME (LOSS)	$	640,157		$	(735,131	)	$	914,975		$	(219,479	)
NET INCOME (LOSS) PER COMMON SHARE - Basic	$	0.10		$	(0.12	)	$	0.15		$	(0.04	)
NET INCOME (LOSS) PER COMMON SHARE - Diluted	$	0.10		$	(0.12	)	$	0.15		$	(0.04	)

WEIGHTED AVERAGE SHARES USED IN COMPUTING
PER COMMON SHARE AMOUNTS - Basic		6,154,724			6,221,154			6,154,724			6,181,952
PER COMMON SHARE AMOUNTS - Diluted		6,154,791			6,221,154			6,159,750			6,181,952

BT BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

	(Unaudited) September 28, 2025		December 29, 2024
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1,277,738	$	1,951,415
Marketable securities		3,461,842		2,319,555
Receivables		50,830		69,459
Demand notes receivable from related company		744,858		120,000
Inventory		563,640		272,603
Prepaid expenses and other current assets		110,210		127,621
Assets held for sale		424,123		258,751
Total current assets		6,633,241		5,119,404

PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET		2,638,957		3,343,340
OPERATING LEASES RIGHT-OF-USE ASSETS		1,529,657		1,724,052
EQUITY INVESTMENT IN UNCONSOLIDATED SUBSIDIARY		-		304,439
EQUITY INVESTMENT IN RELATED COMPANY		-		304,000
GOODWILL		796,220		796,220
INTANGIBLE ASSETS, NET		319,337		367,799
OTHER ASSETS, NET		21,142		37,543

Total assets	$	11,938,554	$	11,996,797

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	185,365	$	612,059
Current maturities of long-term debt		203,651		185,009
Current operating lease obligations		301,118		274,511
Accrued expenses		284,764		371,356
Total current liabilities		974,898		1,442,935

LONG-TERM DEBT, LESS CURRENT PORTION		1,930,029		2,091,335
NONCURRENT OPERATING LEASE OBLIGATIONS		1,309,174		1,497,300
Total liabilities		4,214,101		5,031,570
SHAREHOLDERS' EQUITY		7,724,453		9,965,227
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	11,938,554	$	11,996,797

Category: Financial Category

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CONTACT FOR FURTHER INFORMATION:

KENNETH BRIMMER 612-229-8811

BT Brands Reports Record Third-quarter 2025 Profit of $0.15 per Share