US Market News
3月前
BT Brands Reports 2025 Results, Delivers 138% EBITDA Growth and Advances Transformational Aero Velocity MergerMarch 30, 2026 2:41 PM
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
Original: BT Brands Reports 2025 Results, Delivers 138% EBITDA Growth and Advances Transformational Aero Velocity Merger
US Market News
4月前
Aero Velocity and SoftWash Systems Launch Strategic Alliance to Drive 2026 GrowthFebruary 19, 2026 9:07 AM
Business Wire
BT Brands, Inc. (Nasdaq: BTBD) today announced that its proposed merger partner, Cincinnati-based Aero Velocity Inc., a leader in commercial drone operations and aerial robotics, has initiated a strategic alliance with Sanford, Florida-based SoftWash Systems, a pioneer and leader in environmentally responsible exterior cleaning solutions. Together, the companies are launching an integrated drone-washing solution to improve safety, efficiency, and sustainability in cleaning buildings, roofs, and large-scale structures.
The collaboration combines Aero Velocity’s advanced UAV (unmanned aerial vehicle) platforms and drone washing expertise with SoftWash Systems’ proven low-pressure cleaning technology and biodegradable treatment solutions. The result is an advanced aerial cleaning system capable of safely treating surfaces that are difficult, hazardous, or costly to access using traditional methods.
“Pairing Aero’s precision drone technology with SoftWash Systems’ industry-leading cleaning techniques redefines what’s possible in exterior maintenance,” said Mark Hastings, Chief Executive Officer of Aero Velocity. “This collaboration enables SoftWash affiliates to offer complete ground-to-air cleaning solutions, reducing labor risks and minimizing disruption. Aero Velocity gains access to best-in-class SoftWash crews to expand ground coverage and deliver comprehensive solutions to commercial clients.”
Unlike conventional pressure washing, the SoftWash method uses specialized solutions that eliminate mold, mildew, algae and bacteria at the source while preserving surface integrity. Integrated with Aero Velocity’s drone platforms, the system can be rapidly deployed across commercial buildings, multi-story residential properties, industrial facilities, solar arrays and other large structures.
“Safely cleaning building exterior surfaces without damaging pressure has always been central to SoftWash Systems,” said AC Lockyer, CEO and Founder of SoftWash Systems. “Working with Aero Velocity brings our soft washing technology to new heights—literally—while expanding service capabilities for our franchisees worldwide. With operations in seven countries and three territories, we believe this partnership will accelerate our growth.”
Key Benefits of the Collaboration:
Expanded Reach and Integrated Offering – Broader geographic coverage with a fully integrated ground-to-air cleaning solution
Enhanced Safety at Height – Reduced reliance on ladders, scaffolding and lifts
Operational Efficiency – Faster deployment of crews and pilots
Cost Optimization – Lower customer acquisition and equipment costs over time
This alliance embodies a shared vision to modernize exterior maintenance through innovation, sustainability, and smarter technology deployment. By combining SoftWash Systems’ standardized processes with Aero Velocity’s proprietary drone platforms and trained professionals, the companies aim to provide consistent, scalable performance across markets.
Joint go-to-market efforts are underway to target the growing global commercial exterior cleaning market, estimated at more than $1 billion annually. The initiative is expected to contribute meaningfully to 2026 revenue growth.
“We are excited to partner with the industry pioneer of the soft washing technique,” added Hastings. “We believe this collaboration creates meaningful value for customers, franchisees and shareholders alike.”
About Aero Velocity
Privately owned Aero Velocity designs and manufactures American-made, NDAA-compliant UAVs and operates a growing Drones-as-a-Service (DaaS) platform. The company is a founding member of AeroShield Alliance, a consortium delivering AI-enabled UAV, ISR and workforce solutions. Aero Velocity provides end-to-end UAV-powered systems that enable organizations to assess and respond to real-world conditions with enhanced speed and safety.
Proposed Merger
Aero Velocity and BT Brands, Inc. (Nasdaq: BTBD) entered into a definitive merger agreement in September 2025, pursuant to which the combined company is expected to be renamed “Aero Velocity Inc.” and, subject to required approvals, trade on the Nasdaq Capital Market. Mr. Hastings is expected to serve as CEO following the closing. The transaction has been unanimously approved by both boards and is expected to close in 2026, subject to stockholder approval and customary conditions.
About SoftWash Systems
Founded in 2010, privately held SoftWash Systems is a global provider of environmentally responsible exterior cleaning solutions. The company supports more than 100 affiliates and franchisees across seven countries, generating over $39 million in revenue in 2025. Through proprietary equipment, specialized treatment solutions and comprehensive training, SoftWash Systems delivers scalable, recurring-service solutions designed to protect surfaces, extend asset life and reduce environmental impact.
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 transaction, the anticipated timing of the transaction, the products and services offered by Aero Velocity and the markets in which it operates, and Aero Velocity’s projected future results. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on management’s current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from the forward-looking statements in this press release, including the risks described in BT Brands’ SEC filings, which are available on the SEC’s website at www.sec.gov. These forward-looking statements speak only as of the date hereof, and Aero Velocity and BT Brands expressly disclaim any obligation to update or revise them except as required by law.
Participants in the Solicitation
BT Brands, Inc. (“BT Brands”) and Aero Velocity Inc. (“Aero Velocity”) and their respective directors and executive officers may be deemed participants in the solicitation of proxies from BT Brands’ stockholders in connection with the proposed transaction. Information regarding BT Brands’ directors and executive officers is available in BT Brands’ filings with the SEC, including its most recent Annual Report on Form 10-K and other reports. Additional information regarding the participants in the solicitation and their interests in the proposed transaction will be included in the registration statement on Form S-4 (including the proxy statement/prospectus) that BT Brands intends to file with the SEC. Investors and security holders may obtain copies of these documents, when available, free of charge at the SEC’s website at www.sec.gov.
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or the solicitation of any vote or approval. Any solicitation will be made only through a proxy statement/prospectus and other documents filed with the SEC.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260219941315/en/
Investor Relations & Media Contacts
BT Brands:
Kenneth Brimmer, Chief Financial Officer
kbrimmer@itsburgertime.com
612-414-5104
Aero Velocity Inc.:
Mark Hastings, Chief Executive Officer
contact@aerovelocity.com
513-224-4439
SoftWash Systems:
AC Lockyer, Chief Marketing Officer
acLockyer@SoftWashSystems.com
855-763-8669
Original: Aero Velocity and SoftWash Systems Launch Strategic Alliance to Drive 2026 Growth
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