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Bagger Dave’s to Pursue Strategic Alternatives

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WEST FARGO, N.D.--(BUSINESS WIRE)-- BT Brands, Inc. (Nasdaq: BTBD and BTBDW), and its 39.6 percent owned affiliate, Bagger Dave’s Burger Tavern, Inc. (OTCMarkets: BDVB), today announced plans to review strategic alternatives for the Bagger Dave’s public corporation and the six Bagger Dave’s operating restaurant locations. As part of this review, it is anticipated that a proposal will be made to Bagger Dave’s shareholders to change the name of Bagger Dave’s to align the name appropriately with a new business strategy. We anticipate proposing to shareholders a reverse split of Bagger Dave’s outstanding shares, and plan to retain a PCAOB-registered audit firm to review the Bagger Dave’s financial statements audited for inclusion in a potential equity offering registration statement, which would coincide with an uplisting of the shares to NASDAQ Markets or another exchange.

Bagger Dave’s opened its first location In Berkley, Michigan, in 2008 and grew to over 25 units in three states; there are currently six Bagger Dave’s restaurants, including four in Michigan and single units in Ft. Wayne, Indiana, and Centerville, Ohio. Commenting on Bagger Dave’s, CEO Gary Copperud noted, “All six stores are in excellent locations representing an original investment of more than $5 million. The stores range from 4,000 to 6,000 square feet, carry full liquor licenses, and are in excellent physical condition. We have had several restaurant professionals look at the locations over the last year, and all agree the units provide an outstanding footprint for a conversion opportunity. The Bagger Dave’s locations will continue normal operations as Bagger Daves, with the process of conversion to another concept expected to begin sometime later this year. We look forward to identifying a dynamic growth opportunity, providing potential career growth for all current employees of Bagger Dave’s. We see the opportunity for Bagger Dave’s shareholders, including BT Brands, to earn significant returns from a successful conversion.

BT Brands and Bagger Dave’s have retained Eastwalk Consultants, LLC, as an advisor in transitioning Bagger Dave’s to a growing listed corporation.

About BT Brands Inc.: BT Brands, Inc. (BTBD and BTBDW) owns and operates a fast-food restaurant chain called Burger Time with locations in North and South Dakota and Minnesota and Pie In The Sky Coffee and Bakery in Woods Hole, Massachusetts, the Village Bier Garten in Cocoa, Florida, and Keegan’s Seafood Grille near Clearwater, Florida. BT Brands is seeking acquisitions within the restaurant industry.

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 we make regarding guidance relating to net income and net income per share, expected operating results, such as revenue growth and earnings, anticipated levels of capital expenditures for the 2023 fiscal year, current or future volatility in the credit markets and future market conditions, our belief that we have sufficient liquidity to fund our business operations during the next fiscal year, market position, financial results and reserves, and strategy for risk management.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: the disruption to our business from public health emergencies, the impact on our results of operations, and our financial condition; the uncertain nature of the restaurant industry; our ability to integrate acquired restaurants, delays in developing and opening new restaurants because of weather, local permitting or other reasons, increased competition, cost increases or shortages in raw food products, staffing shortages and the effect of inflation on key supplies and inputs.

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 on which 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.

BT BRANDS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

39 Weeks Ended

Ìý

39 Weeks Ended,

Ìý

13 Weeks Ended,

Ìý

13 Weeks Ended,

October 1, 2023

Ìý

October 2, 2022

Ìý

October 1, 2023

Ìý

October 2, 2022

Ìý

SALES

$

11,078,419

Ìý

$

9,621,996

Ìý

$

4,007,656

Ìý

$

4,023,920

COSTS AND EXPENSES

Ìý Ìý Ìý

Restaurant operating expenses

Ìý Ìý Ìý

Food and paper costs

4,348,294

Ìý

3,637,814

Ìý

1,449,796

Ìý

1,604,858

Labor costs

4,124,857

Ìý

3,122,867

Ìý

1,509,721

Ìý

1,336,039

Occupancy costs

845,863

Ìý

803,792

Ìý

340,002

Ìý

367,872

Other operating expenses

603,964

Ìý

577,035

Ìý

209,721

Ìý

248,383

Depreciation and amortization

470,801

Ìý

351,084

Ìý

114,774

Ìý

168,855

General and administrative

1,288,019

Ìý

1,035,639

Ìý

343,027

Ìý

288,921

Gain on sale of assets

(313,688)

Ìý

Ìý

-

Ìý

Ìý

-

Ìý

-

Total costs and expenses

11,368,110

Ìý

9,528,231

Ìý

3,967,042

Ìý

4,014,928

Income (loss) from operations

(289,691)

Ìý

93,765

Ìý

40,614

Ìý

8,992

GAIN (LOSS) ON MARKETABLE SECURITIES

33,184

Ìý

(155,220)

Ìý

56,248

Ìý

(74,982)

INTEREST AND OTHER INCOME

123,630

Ìý

55,836

Ìý

32,821

Ìý

46,364

INTEREST EXPENSE

(73,857)

Ìý

(88,099)

Ìý

(23,948)

Ìý

(33,638)

EQUITY NET LOSS OF AFFILIATE

(254,272)

Ìý

(135,813)

Ìý

(109,222)

Ìý

(121,641)

LOSS BEFORE TAXES

(461,006)

Ìý

(229,531)

Ìý

(3,486)

Ìý

(174,905)

INCOME TAX BENEFIT

82,000

Ìý

5,000

Ìý

-

Ìý

-

NET LOSS

$

(379,006)

Ìý

$

(224,531)

Ìý

$

(3,486)

Ìý

$

(174,905)

NET LOSS PER COMMON SHARE -

$

(0.06)

Ìý

$

(0.03)

Ìý

$

(0.00)

Ìý

$

(0.04)

Ìý Ìý Ìý Ìý

WEIGHTED AVERAGE SHARES

6,257,652

Ìý

6,459,223

Ìý

6,246,118

Ìý

6,461,118

Ìý Ìý Ìý Ìý

BT BRANDS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

Ìý

Ìý

Ìý

Ìý

(Unaudited)

Ìý

Ìý

October 1, 2023

Ìý

Ìý

January 1, 2023

ASSETS

Ìý

Ìý

Ìý

Ìý

Ìý

CURRENT ASSETS

Ìý

Ìý

Ìý

Cash and cash equivalents

$

5,546,874

Ìý

$

2,150,578

Marketable securities

Ìý

1,366,973

Ìý

Ìý

5,994,295

Receivables

Ìý

55,200

Ìý

Ìý

76,948

Inventory

Ìý

192,991

Ìý

Ìý

158,351

Prepaid expenses and other current assets

Ìý

37,445

Ìý

Ìý

37,397

Assets held for sale

Ìý

258,751

Ìý

Ìý

446,524

Total current assets

Ìý

7,458,234

Ìý

Ìý

8,864,093

Ìý

Ìý

Ìý

PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET

Ìý

3,238,310

Ìý

Ìý

3,294,644

OPERATING LEASES RIGHT-OF-USE ASSETS

Ìý

1,834,408

Ìý

Ìý

2,004,673

INVESTMENTS

Ìý

1,115,615

Ìý

Ìý

1,369,186

DEFERRED INCOME TAXES

Ìý

143,000

Ìý

Ìý

61,000

GOODWILL

Ìý

671,220

Ìý

Ìý

671,220

INTANGIBLE ASSETS, NET

Ìý

400,766

Ìý

Ìý

453,978

OTHER ASSETS, NET

Ìý

49,627

Ìý

Ìý

50,903

Total assets

$

14,911,180

Ìý

$

16,769,697

LIABILITIES AND SHAREHOLDERS' EQUITY

Ìý

Ìý

Ìý

CURRENT LIABILITIES

Ìý

Ìý

Ìý

Accounts payable

$

431,187

Ìý

$

448,605

Broker margin loan

Ìý

Ìý

Ìý

Ìý

791,370

Current maturities of long-term debt

Ìý

164,866

Ìý

Ìý

167,616

Current operating lease obligations

Ìý

215,326

Ìý

Ìý

193,430

Accrued expenses

Ìý

476,035

Ìý

Ìý

532,520

Total current liabilities

Ìý

1,287,414

Ìý

Ìý

2,133,541

LONG-TERM DEBT, LESS CURRENT PORTION

Ìý

2,332,014

Ìý

Ìý

2,658,477

NONCURRENT LEASE OBLIGATIONS

Ìý

1,650,361

Ìý

Ìý

1,825,057

Total liabilities

Ìý

5,269,789

Ìý

Ìý

6,617,075

SHAREHOLDERS' EQUITY

Ìý

Ìý

Ìý

Common stock

Ìý

12,492

Ìý

Ìý

12,792

Less cost of Treasury shares

(356,807)

Ìý

Ìý

(106,882)

Additional paid-in capital

Ìý

11,527,235

Ìý

Ìý

11,409,235

Accumulated deficit

Ìý

(1,541,529)

Ìý

Ìý

(1,162,523)

Total shareholders' equity

Ìý

9,641,391

Ìý

Ìý

10,152,622

Total liabilities and shareholders' equity

$

14,911,180

Ìý

$

16,769,697

Category: Financial Category

KENNETH BRIMMER 612-229-8811

Source: BT Brands, Inc.

Bt Brands

NASDAQ:BTBD

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10.09M
3.15M
48.77%
1.11%
0.12%
Restaurants
Retail-eating Places
United States
WEST FARGO