Bagger Dave’s to Pursue Strategic Alternatives

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

39 Weeks Ended,

13 Weeks Ended,

13 Weeks Ended,

October 1, 2023

October 2, 2022

October 1, 2023

October 2, 2022

SALES

$

11,078,419

$

9,621,996

$

4,007,656

$

4,023,920

COSTS AND EXPENSES

Restaurant operating expenses

Food and paper costs

4,348,294

3,637,814

1,449,796

1,604,858

Labor costs

4,124,857

3,122,867

1,509,721

1,336,039

Occupancy costs

845,863

803,792

340,002

367,872

Other operating expenses

603,964

577,035

209,721

248,383

Depreciation and amortization

470,801

351,084

114,774

168,855

General and administrative

1,288,019

1,035,639

343,027

288,921

Gain on sale of assets

(313,688)

 

-

 

-

-

Total costs and expenses

11,368,110

9,528,231

3,967,042

4,014,928

Income (loss) from operations

(289,691)

93,765

40,614

8,992

GAIN (LOSS) ON MARKETABLE SECURITIES

33,184

(155,220)

56,248

(74,982)

INTEREST AND OTHER INCOME

123,630

55,836

32,821

46,364

INTEREST EXPENSE

(73,857)

(88,099)

(23,948)

(33,638)

EQUITY NET LOSS OF AFFILIATE

(254,272)

(135,813)

(109,222)

(121,641)

LOSS BEFORE TAXES

(461,006)

(229,531)

(3,486)

(174,905)

INCOME TAX BENEFIT

82,000

5,000

-

-

NET LOSS

$

(379,006)

$

(224,531)

$

(3,486)

$

(174,905)

NET LOSS PER COMMON SHARE -

$

(0.06)

$

(0.03)

$

(0.00)

$

(0.04)

WEIGHTED AVERAGE SHARES

6,257,652

6,459,223

6,246,118

6,461,118

BT BRANDS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

 

 

(Unaudited)

 

October 1, 2023

 

January 1, 2023

ASSETS

 

 

 

 

CURRENT ASSETS

 

 

Cash and cash equivalents

$

5,546,874

$

2,150,578

Marketable securities

 

1,366,973

 

5,994,295

Receivables

 

55,200

 

76,948

Inventory

 

192,991

 

158,351

Prepaid expenses and other current assets

 

37,445

 

37,397

Assets held for sale

 

258,751

 

446,524

Total current assets

 

7,458,234

 

8,864,093

 

 

PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET

 

3,238,310

 

3,294,644

OPERATING LEASES RIGHT-OF-USE ASSETS

 

1,834,408

 

2,004,673

INVESTMENTS

 

1,115,615

 

1,369,186

DEFERRED INCOME TAXES

 

143,000

 

61,000

GOODWILL

 

671,220

 

671,220

INTANGIBLE ASSETS, NET

 

400,766

 

453,978

OTHER ASSETS, NET

 

49,627

 

50,903

Total assets

$

14,911,180

$

16,769,697

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

CURRENT LIABILITIES

 

 

Accounts payable

$

431,187

$

448,605

Broker margin loan

 

 

 

791,370

Current maturities of long-term debt

 

164,866

 

167,616

Current operating lease obligations

 

215,326

 

193,430

Accrued expenses

 

476,035

 

532,520

Total current liabilities

 

1,287,414

 

2,133,541

LONG-TERM DEBT, LESS CURRENT PORTION

 

2,332,014

 

2,658,477

NONCURRENT LEASE OBLIGATIONS

 

1,650,361

 

1,825,057

Total liabilities

 

5,269,789

 

6,617,075

SHAREHOLDERS' EQUITY

 

 

Common stock

 

12,492

 

12,792

Less cost of Treasury shares

(356,807)

 

(106,882)

Additional paid-in capital

 

11,527,235

 

11,409,235

Accumulated deficit

 

(1,541,529)

 

(1,162,523)

Total shareholders' equity

 

9,641,391

 

10,152,622

Total liabilities and shareholders' equity

$

14,911,180

$

16,769,697

Category: Financial Category

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KENNETH BRIMMER 612-229-8811