MARKET WIRE NEWS

BT Brands Reports 2025 Results, Delivers 138% EBITDA Growth and Advances Transformational Aero Velocity Merger

MWN-AI** Summary

BT Brands, Inc. (Nasdaq: BTBD), in its latest financial report for the 52 weeks ending December 28, 2025, showcased a remarkable turnaround, highlighted by a 138% increase in restaurant-level EBITDA to $1.7 million, up from $723,828 in 2024. The company significantly improved its operating loss, reducing it by approximately 80% to $(364,585) from $(1.8 million) in the prior year, while also narrowing its net loss to $(687,839) or $(0.11) per share, compared to $(2.3 million) or $(0.37) per share in 2024.

In addition to strong financial metrics, BT Brands is actively progressing towards a transformative merger with Aero Velocity, Inc. This strategic merger aims to pivot the company into a high-growth technology platform focused on AI-driven analytics and drone-based inspection services. Following the successful closing of the merger, the operational assets related to BT Brands' restaurant businesses will be distributed to its pre-merger shareholders.

CEO Gary Copperud emphasized that 2025 marked a pivotal year for BT Brands, noting their significant operational improvements due to cost control measures and the closure of underperforming outlets. CFO Kenneth Brimmer highlighted that the company is now well-positioned for growth, particularly through the merger opportunity with Aero Velocity, which is positioned within a rapidly expanding market.

BT Brands enters 2026 with substantial improvement in operational metrics and cash reserves amounting to approximately $4.4 million. As the company focuses on enhancing profitability and advancing the merger, the expectation is for a positive transition into its next growth phase. Formal financial guidance for 2026 has not been provided at this time, but stakeholder optimism remains high.

MWN-AI** Analysis

BT Brands, Inc. (Nasdaq: BTBD) has shown remarkable recovery in its 2025 financial results, reporting a 138% increase in restaurant-level EBITDA, indicating a significant operational turnaround. The company’s improved operating metrics underscore a strategic focus on cost containment and efficiency, reflected in an 80% improvement in operating losses, bringing them down to $(364,585) from a staggering $(1.8 million) last year. Furthermore, the reduction in net loss to $(687,839) suggests a path toward profitability, making BT Brands an attractive prospect for investors.

The closure of underperforming locations, combined with tighter control over labor and food costs, has resulted in a more resilient business model. The strategic pivot towards profitability has not only enhanced margins but also improved the company’s financial stability, as evidenced by growing cash reserves of approximately $4.4 million. With a focus on optimizing cash flow, BT Brands is well-positioned to support its ongoing merger plans with Aero Velocity, Inc., aiming to transition into a technology-driven infrastructure company.

The proposed merger, although still in the approval phase, highlights BT Brands' commitment to diversify its offerings into high-growth sectors such as AI-driven analytics and drone-based inspection services. Given the projected shifts in various market landscapes, this merger could catalyze a significant transformation for BT Brands.

Looking ahead to 2026, the company’s revitalized financial base and its foray into pioneering technology sectors suggest considerable upside potential. Investors should monitor the merger's progress closely; success could generate substantial shareholder value. In summary, BT Brands presents a compelling investment opportunity as it advances toward a transformative growth trajectory through strategic operational improvements and diversification.

**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.

Source: Business Wire

Company Executes Operating Turnaround While Positioning for Growth with Aerospace and AI Platform Transition

BT Brands, Inc. (Nasdaq: BTBD and BTBDW) (“BT Brands” or the “Company”) today reported financial results for the 52 weeks ended December 28, 2025, highlighting an operating turnaround and continued progress toward its proposed transformational merger with Aero Velocity, Inc.

2025 Highlights and recent developments include:

  • Restaurant-level EBITDA increased 138% to $1.7 million from $723,828 in 2024.
  • Operating loss improved approximately 80% to $(364,585) from $(1.8) million in 2024.
  • Net loss improved to $(687,839), or $(0.11) per share, compared to $(2.3) million, or $(0.37) per share, in 2024.
  • The Company ended the year with approximately $4.4 million in cash and marketable securities.
  • The Company recorded a $216,248 charge to reduce NGI bottled water inventory to estimated net realizable value.
  • BT Brands continues to advance its proposed merger with Aero Velocity, Inc.

During 2025, the Company improved performance through the closure of underperforming locations, tighter labor and food cost controls, and continued focus on operating efficiency with notable success at Burger Time and Pie In The Sky. These actions resulted in overall improved restaurant-level margins and a substantially lower operating loss despite lower revenue.

Transformational Upside: Aero Velocity Merger

BT Brands continues to advance its previously announced definitive merger agreement with Aero Velocity, Inc., which is expected to reposition the Company into a high-growth technology and infrastructure platform focused on AI-driven analytics and drone-based inspection services. Following the closing, all restaurant assets and related liabilities will be distributed to BT Brands' pre-merger shareholders. The post-merger company is expected to operate as Aero Velocity Inc. and remain listed on Nasdaq, subject to stockholder approvals, regulatory approval, and customary closing conditions.

Gary Copperud, the Company’s Chief Executive Officer, said:

“The year marked a turning point for BT Brands. We significantly improved our operating performance through disciplined execution and cost control. At the same time, we are advancing toward completing our proposed merger with Aero Velocity, an emerging leader in the fast-growing drone and services market.”

Kenneth Brimmer, Chief Financial Officer, added:

“Our focus on improving profitability, strengthening our balance sheet, and taking a disciplined approach to capital allocation drove meaningful improvement in 2025. With the Aero Velocity opportunity ahead, we believe the Company is well positioned for its next phase of growth.”

Outlook

BT Brands enters 2026 with an improved operating base, positive EBITDA, and a transformational strategic opportunity. Management remains focused on improving restaurant profitability and cash flow, advancing the Aero Velocity transaction, and enhancing shareholder value. The Company is not providing formal financial guidance at this time.

Financial Results Follow:

BT BRANDS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(52 Weeks Ended)

December 28,

2025

December 29,

2024

SALES

$

13,486,629

$

14,823,472

COSTS AND EXPENSES:

Food and paper costs

4,494,449

5,605,579

Labor costs

5,111,097

6,128,574

Occupancy costs

1,282,049

1,403,204

Other operating expenses

878,125

962,287

Depreciation and amortization

648,704

742,860

Impairment of restaurant and right-of-use assets

215,000

371,872

General and administrative

1,464,021

1,691,404

Gain on sale of assets

(242,231

)

(250,000

)

Total costs and expenses

13,851,214

16,655,780

Loss from operations

(364,585

)

(1,832,308

)

Unrealized gain (loss) on marketable securities

128,822

(93,458

)

Realized gain on marketable securities

380,764

143,340

Interest and dividend income

148,666

178,279

Interest expense

(81,261

)

(99,906

)

Related party impairments and other charges

(520,718

)

-

Other income

(74,278

)

13,930

Equity in loss of unconsolidated affiliate

(304,439

)

(415,085

)

Income tax expense

-

(206,000

)

Net loss

$

(687,839

)

$

(2,311,208

)

Net loss per common share - Basic and Diluted

$

(0.11

)

$

(0.37

)

Weighted average shares used in computing per share amounts

6,154,724

6,194,842

BT BRANDS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

ASSETS

December 28,

2025

December 29,

2024

Cash and cash equivalents

$

846,167

$

1,951,415

Marketable securities

3,596,133

2,319,555

Receivables

54,506

69,459

Inventory

230,443

272,603

Inventory – bottled water held for resale, net

574,000

-

Prepaid expenses and other current assets

22,152

117,621

Deferred transaction costs

150,450

10,000

Assets held for sale

424,123

258,751

Total current assets

5,897,973

4,999,404

Property, equipment and leasehold improvements, net

2,456,718

3,343,340

Operating lease right-of-use assets

1,267,699

1,724,052

Equity method investment in unconsolidated affiliate

-

304,439

Investment in equity and notes receivable from related company

-

424,000

Goodwill

796,220

796,220

Intangible assets, net

305,270

367,799

Other assets, net

21,171

37,543

Total assets

$

10,740,052

$

11,996,797

LIABILITIES AND SHAREHOLDERS' EQUITY

December 28,

2024

December 29,

2024

Accounts payable

$

245,226

$

612,059

Current maturities of long-term debt

191,531

185,009

Current operating lease obligations

358,939

274,511

Accrued expenses

421,867

371,356

Total current liabilities

1,217,563

1,442,935

Long-term debt, less current portion

1,899,592

2,091,335

Noncurrent operating lease obligations

1,209,509

1,497,300

Total liabilities

4,326,664

5,031,570

Total shareholders’ equity

6,418,388

6,965,227

Total liabilities and shareholders’ equity

$

10,740,052

$

11,996,797

Restaurant-level EBITDA

To supplement the consolidated financial statements, which are prepared and presented in accordance with GAAP, the Company uses restaurant-level EBITDA (earnings before interest, taxes, depreciation, and amortization), which is not a measure defined by GAAP. This non-GAAP operating measure is useful to management and, the Company believes, investors because it provides a means to gauge the overall profitability of recurring, controllable core restaurant operations. Restaurant-level EBITDA should not be considered a substitute for or superior to operating income, which is calculated in accordance with GAAP.

2025

2024

Revenues

$

13,486,629

$

14,823,472

Loss from operations

(364,585

)

(1,832,308

)

Depreciation and amortization

648,704

742,860

Gain on sale of assets

(242,231

)

(250,000

)

Restaurant impairment and related charges

215,000

371,872

General and administrative, corporate-level expenses

1,464,029

1,691,404

Restaurant-level EBITDA

$

1,720,909

$

723,828

Restaurant-level EBITDA margin

12.4%

4.9%

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding the benefits of the proposed transaction with Aero Velocity, the anticipated timing of the transaction, the products and services offered by Aero Velocity and the markets in which it operates.

Forward-looking statements are based on management’s current expectations and assumptions. They are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including risks related to the completion of the proposed transaction, failure to obtain stockholder approvals, failure to satisfy other closing conditions, changes in market conditions, integration risks, and the risks described in BT Brands’ SEC filings available at www.sec.gov .

These statements speak only as of the date hereof, and the companies disclaim any obligation to update them except as required by law.

Additional Information and Where to Find It

In connection with the proposed transaction, BT Brands has filed a registration statement on Form S-4, subject to amendment, with the Securities and Exchange Commission (“SEC”), Investors and security holders are urged to read the registration statement, proxy statement/prospectus and other relevant documents filed or to be filed with the SEC when they become available because they will contain important information about BT Brands, Aero Velocity and the proposed transaction. Investors and security holders may obtain free copies of these documents, when available, through the SEC's website at www.sec.gov .

Participants in the Solicitation

BT Brands, Inc. and Aero Velocity Inc. and their respective directors and executive officers may be deemed participants in the solicitation of proxies from stockholders in connection with the proposed transaction. Additional information regarding these persons and their interests in the proposed transaction is included in the Form S-4 and other relevant documents filed with the SEC.

No Offer or Solicitation

This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260330172405/en/

CONTACT FOR FURTHER INFORMATION:
Kenneth Brimmer 612-229-8811

FAQ**

How does BT Brands Inc. Warrant BTBDW fit into the company's long-term growth strategy post-merger with Aero Velocity, particularly in the AI-driven analytics market?
BT Brands Inc. Warrant BTBDW aligns with the company's long-term growth strategy post-merger with Aero Velocity by leveraging AI-driven analytics to enhance operational efficiency and customer insights, thus positioning itself competitively in the evolving market landscape.
Given the recent improvements in margin and restaurant-level EBITDA, can BT Brands Inc. Warrant BTBDW holders expect sustained operational performance enhancements in 2026?
While recent improvements in margin and restaurant-level EBITDA for BT Brands Inc. suggest positive operational trends, the sustainability of these enhancements in 2026 will depend on market conditions, management strategies, and competitive dynamics.
What specific milestones should investors with BT Brands Inc. Warrant BTBDW watch for as the company progresses through regulatory approvals for the Aero Velocity merger?
Investors should monitor the completion of key regulatory submissions, announcements of any approvals or rejections, updates on shareholder votes, and the finalization of the merger agreement with Aero Velocity as critical milestones for BT Brands Inc. (BTBDW).
In light of the significant operating turnaround, how does BT Brands plan to utilize its remaining cash and marketable securities, and how does this impact BT Brands Inc. Warrant BTBDW valuations?
BT Brands plans to strategically deploy its remaining cash and marketable securities to fuel growth initiatives and strengthen its financial position, positively impacting the valuation of BT Brands Inc. Warrants (BTBDW) by enhancing investor confidence and potential returns.

**MWN-AI FAQ is based on asking OpenAI questions about BT Brands Inc. (NASDAQ: BTBD).

BT Brands Inc.

NASDAQ: BTBD

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