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:

1. Own a share of the newly merged Aero Systems
2. 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:

Category: Financial Category

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BT Brands Reports Record Third-quarter 2025 Profit of $0.15 per Share - nine month profit is $.10 per share. Restaurant EBITDA increases 74% to $823,000 Planned merger with Aero Systems progresses with expectation of spinoff to deliver value.