BT Brands delivered improved operating performance during the first quarter of fiscal 2026, notwithstanding softness in restaurant sales and market volatility affecting its investment portfolio. The Company also announced that, following the termination of its merger agreement with Aero Velocity Inc., it continues to preserve strategic flexibility while evaluating opportunities to enhance shareholder value.
First Quarter Fiscal 2026 Highlights
Restaurant operating performance continued to advance, driven by lower labor costs, leaner general and administrative expenses, and tighter operating discipline across all locations.
During the seasonally weak first quarter, the loss from operations improved to a loss of $232,811 compared to a loss of $292,196 in the prior year period.
General and administrative expenses decreased by approximately 22.4% to $348,901 from $451,034 in the prior year period, while food and paper costs improved to 33.9% of sales compared to 37.1% in the prior year period.
Restaurant-level EBITDA remained positive at $267,665 despite lower sales volumes.
Net sales were $2.84 million compared to $3.23 million in the prior year period, reflecting the closure of an underperforming location during 2025.
The Company ended the quarter with approximately $3.6 million in cash and marketable securities and positive working capital of approximately $3.9 million.
Subsequent to quarter end, the Company terminated the previously announced merger agreement and continues to evaluate opportunities to enhance shareholder value.
Management CommentaryGary Copperud, Chief Executive Officer, commented: "Our first quarter results clearly demonstrate continued progress in improving the underlying profitability of our restaurant operations, despite this historically being our slowest seasonal quarter. We achieved meaningful reductions in both operating and administrative costs while maintaining positive restaurant-level EBITDA and improved operating trends. Importantly, our operating performance improved even as reported earnings were impacted by non-cash unrealized investment losses resulting from broader market volatility."
Kenneth Brimmer, Chief Financial Officer, added: "We ended the quarter with a strong liquidity position, including approximately $3.6 million in cash and marketable securities and positive net working capital of approximately $3.9 million. As we enter our seasonally stronger operating periods, we believe the Company is well positioned to continue improving cash flow and operating performance."
Merger TerminationOn May 1, 2026, the Company terminated the previously announced merger agreement with Aero Velocity Inc. after certain closing conditions were not satisfied within the contractual deadline. The Company believes the termination was valid and effective and does not expect any material financial obligations associated with the termination.
On May 4, 2026, counsel for Aero delivered a letter disputing the termination. The Company disagrees with Aero's position and intends to vigorously defend its rights under the merger agreement.
Additional information is contained in the Company's Current Report on Form 8-K filed with the SEC on May 7, 2026.
OutlookThe Company is not providing formal financial guidance at this time. Management remains focused on improving restaurant profitability and cash flow, maintaining balance sheet strength, and continuing to evaluate strategic opportunities to enhance long-term shareholder value. The Company intends to continue exploring business combinations or other strategic transactions that may enhance shareholder value.
Financial Results
BT Brands, Inc.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)(In dollars)
13 Weeks ended,
March 29, 2026
March 30, 2025
NET SALES
$2,843,634
$3,231,073
Food and paper costs
963,763
1,200,329
Labor costs
1,110,584
1,217,897
Occupancy costs
304,023
309,694
Other operating expenses
197,599
187,920
Depreciation and amortization
