Schedule of Reclassification on the Unaudited Condensed Consolidated Statement of Income and Other Comprehensive Income / (Loss) |
The table below summarizes the effect of the reclassification on the Unaudited Condensed Consolidated Statement of Operations and Other Comprehensive Income / (Loss) for the three and six months ended June 30, 2024: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended June 30, 2024 | | | | | | | | | | | | | As Previously Reported | | Reclassification | | As Reclassified | | % Change | | | | | | | | | | | $’000 | | $’000 | | $’000 | | % | | | | | | | | | | | | Cost of goods sold | (171,308) | | | 3,803 | | | (167,505) | | | (2.2) | % | | | | | | | | | | | | Gross profit / (loss) | 1,985 | | | 3,803 | | | 5,788 | | | (191.6) | % | | | | | | | | | | | | Gain on fair value remeasurement | 3,275 | | | (3,275) | | | — | | | (100.0) | % | | | | | | | | | | | | Gain on hedge contracts | 528 | | | (528) | | | — | | | (100.0) | % | | | | | | | | | | | | Net Income | 2,317 | | | — | | | 2,317 | | | — | % | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Six Months Ended June 30, 2024 | | | | | | | | | | | | | As Previously Reported | | Reclassification | | As Reclassified | | % Change | | | | | | | | | | | $’000 | | $’000 | | $’000 | | % | | | | | | | | | | | | Cost of goods sold | (278,254) | | | 7,052 | | | (271,202) | | | (2.5) | % | | | | | | | | | | | | Gross profit / (loss) | 1,546 | | | 7,052 | | | 8,598 | | | (456.1) | % | | | | | | | | | | | | Gain on fair value remeasurement | 6,534 | | | (6,534) | | | — | | | (100.0) | % | | | | | | | | | | | | Gain on hedge contracts | 518 | | | (518) | | | — | | | (100.0) | % | | | | | | | | | | | | Net Income | 2,004 | | | — | | | 2,004 | | | — | % | | | | | | | | | | | |
|
Schedule of Property and Equipment |
The estimated useful lives are as follows: | | | | | | Furniture and Equipment | 3 – 7 years | Leasehold Improvements | 1 – 8 years | Vehicles | 5 - 10 years | Land Improvements | 3 -20 years |
As of June 30, 2025 and December 31, 2024, Property and equipment consist of the following: | | | | | | | | | | | | | As of | | June 30, 2025 | | December 31, 2024 | | $’000 | | $’000 | Furniture and equipment | 232 | | | 232 | | Vehicles | 215 | | | 215 | | Leasehold improvements | 11 | | | 11 | | Land and land improvements | 11,766 | | | 11,766 | | Construction in process | 6 | | | 6 | | Property and equipment, gross | 12,230 | | | 12,230 | | Less: accumulated depreciation | (464) | | | (410) | | Property and equipment, net | 11,766 | | | 11,820 | |
|
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share and Computation of Basic and Diluted Earnings Per Share |
The following securities are excluded from the calculation of weighted average diluted common shares on June 30, 2025 and 2024, respectively, because their inclusion would have been anti-dilutive: | | | | | | | | | | | | | | | | | | | | | | Three Months Ended June 30, | Six Months Ended June 30, | | 2025 | | 2024 | 2025 | | 2024 | Warrants | 1,580,699 | | | 1,625,738 | | 1,583,558 | | | 1,676,367 | | Options | 70,755 | | | 81,250 | | 75,579 | | | 81,266 | | RSAs | 573,385 | | | 1,047,568 | | 605,935 | | | 985,969 | | Convertible debt | 914,634 | | | — | | 914,634 | | | — | | Total potentially dilutive shares | 3,139,473 | | | 2,754,556 | | 3,179,706 | | | 2,743,602 |
The following table sets forth the computation of basic and dilutive net income / (loss) per share attributable to the Company’s stockholders:
| | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended June 30, | | Six Months Ended June 30, | | 2025 | | 2024 | | 2025 | | 2024 | (In thousands, except for share count and per share data) | | | | | | | | Net income / (loss) attributable to Sadot Group Inc. | 389 | | | 2,369 | | | 1,327 | | | 2,104 | | Weighted-average shares outstanding: | | | | | | | | Basic | 5,813,911 | | | 4,423,432 | | | 5,521,706 | | | 4,305,822 | | | | | | | | | | Effect of potentially dilutive RSAs | 10,610 | | | — | | | 3,516 | | | — | | Effect of potentially dilutive convertible debt | — | | | 699,615 | | | — | | | 805,281 | | Diluted | 5,824,521 | | | 5,123,047 | | | 5,525,222 | | | 5,111,103 | | | | | | | | | | Net income for continuing operations per share attributable to Sadot Group Inc.: | | | | | | | | Basic | 0.08 | | | 0.53 | | | 0.23 | | | 0.73 | | Diluted | 0.08 | | | 0.45 | | | 0.23 | | | 0.62 | | | | | | | | | | Net income/ (loss) from discontinued operations per share attributable to Sadot Group Inc.: | | | | | | | | Basic | (0.01) | | | 0.01 | | | 0.01 | | | (0.24) | | Diluted | (0.01) | | | 0.01 | | | 0.01 | | | (0.21) | | | | | | | | | | Net income per share attributable to Sadot Group Inc.: | | | | | | | | Basic | 0.07 | | | 0.54 | | | 0.24 | | | 0.49 | | Diluted | 0.07 | | | 0.46 | | | 0.24 | | | 0.41 | |
|
Schedules of Concentration of Risk, by Risk Factor |
The following table sets forth the major vendors to purchase commodities for resale, purchase inputs for farming operations and distribute food products to their Company-owned restaurants: | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended June 30, | | Six Months Ended June 30, | | 2025 | | 2024 | | 2025 | | 2024 | Number of vendors | 2 | | 4 | | 2 | | 4 | Type | Commodities | | Commodities | | Commodities | | Commodities | % of purchases | 99 | % | | 95 | % | | 95 | % | | 88 | % |
Major Customers The following table sets forth the major customers: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended March 31, | | Six Months Ended June 30, | | | | | | | | | | | 2025 | | 2024 | | 2025 | | 2024 | | | | | | | | | | | | Number of customers | 2 | | 4 | | 3 | | 4 | | | | | | | | | | | | Type | Commodities | | Commodities | | Commodities | | Commodities | | | | | | | | | | | | % of sales | 99 | % | | 89 | % | | 95 | % | | 82 | % | | | | | | | | | | | |
|