| Segment Reporting |
Note
19 – Segment Reporting
During
the second quarter of 2026, the Company introduced a new business line focused on BNB Treasury Management and appointed a new Chief Executive
Officer, who serves as the Chief Operating Decision Maker (“CODM”). These changes triggered a reassessment of the Company’s
operating segments under ASC 280, Segment Reporting. As a result of this reassessment, the Company determined that it now operates two
reportable segments: BNB Treasury Management and legacy CEA and retail operations. Comparative periods have been re-recast to reflect
this change in segment composition.
The
CODM evaluates the financial performance of the business and makes resource allocation decisions based on these two distinct sources
of business activity:
| ● | BNB
Treasury Management – This segment includes income from digital asset activities, costs
and expenses related to building and executing the Company’s digital asset strategy,
and fair value changes (unrealized gains or losses) on digital assets associated with the
Company’s Binance holdings. |
| ● | Retail and Industry Segment – This segment includes Fat Panda’s retail and distribution operations along with revenue and operating costs related
to designing, engineering, and selling environmental control and other technologies for the
Controlled Environment Agriculture industry. |
The
“Corporate” category presented in the following tale is not considered an operating segment. It consists primarily of corporate
support functions including capital and funding to support the business activities of the company and includes costs and expenses not
allocated to a line of business.
The
CODM uses Income (loss) from operations before provision for income taxes as the primary measure to assess segment performance. This
measure is reviewed regularly by examining period-over-period trends, benchmarking against competitors, and monitoring budget versus
actual results. The CODM also considers this metric when evaluating income generated from segment assets to determine whether to reinvest
profits within the segment or allocate resources elsewhere in the entity.
The
following tables present (for each segment and consolidated total) the Company’s revenues and significant expenses regularly provided
to the CODM, reconciled to Income (loss) from operations before provision for income tax (in thousands) for each of the periods presented.
Total segment assets (in thousands) provided to the CODM are also disclosed in the tables below for each period presented.
Schedule of Segment Reporting Information
| | |
CEA Industry Segment (Successor) | | |
BNB Treasury Management Segment | | |
Corporate | | |
Total Consolidated | |
| | |
Three Months Ended October 31, 2025 | |
| | |
Retail
and
Industry
Segment
(Successor) | | |
BNB Treasury Management Segment | | |
Corporate | | |
Total Consolidated | |
| Total Revenue, net | |
$ | 7,143,485 | | |
$ | - | | |
$ | - | | |
$ | 7,143,485 | |
| Cost of revenue | |
| (5,050,228 | ) | |
| - | | |
| - | | |
| (5,050,228 | ) |
| Unrealized gain on digital asset | |
| - | | |
| 114,033,718 | | |
| - | | |
| 114,033,718 | |
| Other income from airdrop | |
| - | | |
| 5,827,578 | | |
| - | | |
| 5,827,578 | |
| Advertising and marketing expenses | |
| (93,900 | ) | |
| - | | |
| (4,561,163 | ) | |
| (4,655,063 | ) |
| Compensation expenses | |
| (1,600,475 | ) | |
| (70,000 | ) | |
| (61,187 | ) | |
| (1,731,662 | ) |
| Asset management fees | |
| - | | |
| (1,798,357 | ) | |
| - | | |
| (1,798,357 | ) |
| Professional and contractor fees | |
| (966,609 | ) | |
| (207,855 | ) | |
| (602,302 | ) | |
| (1,776,766 | ) |
| Stock-based compensation | |
| (3,799 | ) | |
| - | | |
| (26,648 | ) | |
| (30,447 | ) |
| Other segment expenses (1) | |
| (928,040 | ) | |
| (1,280 | ) | |
| (15,400,013 | ) | |
| (16,329,333 | ) |
| Change in fair value of warrant liabilities | |
| - | | |
| - | | |
| 206,818,087 | | |
| 206,818,087 | |
| Interest expense and other income, net | |
| (646,742 | ) | |
| - | | |
| - | | |
| (646,742 | ) |
| Total Assets | |
| 16,931,635 | | |
| 567,987,094 | | |
| 31,545,992 | | |
| 616,464,721 | |
| | |
CEA Industry Segment (Predecessor) | | |
BNB Treasury Management Segment | | |
Corporate | | |
Total Consolidated | |
| | |
Three Months Ended October 31, 2024 | |
| | |
Retail and
Industry Segment
(Predecessor) | | |
BNB Treasury Management Segment | | |
Corporate | | |
Total Consolidated | |
| Total Revenue, net | |
$ | 7,436,751 | | |
$ | - | | |
$ | - | | |
$ | 7,436,751 | |
| Cost of revenue | |
| (4,591,637 | ) | |
| - | | |
| - | | |
| (4,591,637 | ) |
| Advertising and marketing expenses | |
| (184,013 | ) | |
| - | | |
| - | | |
| (184,013 | ) |
| Compensation expenses | |
| (1,466,776 | ) | |
| - | | |
| - | | |
| (1,466,776 | ) |
| Professional and contractor fees | |
| (140,925 | ) | |
| - | | |
| - | | |
| (140,925 | ) |
| Other segment expenses (1) | |
| (676,732 | ) | |
| - | | |
| - | | |
| (676,732 | ) |
| | |
CEA Industry Segment (Successor) | | |
BNB Treasury Management Segment | | |
Corporate | | |
Total Consolidated | | |
CEA Industry Segment (Predecessor) | |
| | |
Period from June 7, 2025 to October 31, 2025 | | |
Period from
May 1, 2025
to
June 6, 2025 | |
| | |
Retail and Industry Segment (Successor) | | |
BNB Treasury Management Segment | | |
Corporate | | |
Total Consolidated | | |
CEA Industry Segment (Predecessor) | |
| Total Revenue, net | |
$ | 11,720,973 | | |
$ | - | | |
$ | - | | |
$ | 11,720,973 | | |
$ | 2,927,689 | |
| Cost of revenue | |
| (8,256,041 | ) | |
| - | | |
| - | | |
| (8,256,041 | ) | |
| (2,001,537 | ) |
| Unrealized gain on digital asset | |
| - | | |
| 114,033,718 | | |
| - | | |
| 114,033,718 | | |
| - | |
| Other income from airdrop | |
| - | | |
| 5,827,578 | | |
| - | | |
| 5,827,578 | | |
| - | |
| Advertising and marketing expenses | |
| (165,524 | ) | |
| - | | |
| (4,561,163 | ) | |
| (4,726,687 | ) | |
| (63,202 | ) |
| Compensation expenses | |
| (2,090,567 | ) | |
| (70,000 | ) | |
| (88,904 | ) | |
| (2,249,471 | ) | |
| (431,340 | ) |
| Asset management fees | |
| - | | |
| (1,798,357 | ) | |
| - | | |
| (1,798,357 | ) | |
| - | |
| Professional and contractor fees | |
| (2,236,391 | ) | |
| (207,855 | ) | |
| (602,301 | ) | |
| (3,046,547 | ) | |
| (135,359 | ) |
| Stock-based compensation | |
| (2,342,870 | ) | |
| - | | |
| (2,356,327 | ) | |
| (4,700,457 | ) | |
| - | |
| Other segment expenses (1) | |
| (1,407,897 | ) | |
| (1,280 | ) | |
| (15,400,013 | ) | |
| (16,809,190 | ) | |
| (275,650 | ) |
| Change in fair value of warrant liabilities | |
| - | | |
| - | | |
| 206,818,087 | | |
| 206,818,087 | | |
| - | |
| Interest expense and other income, net | |
| (918,769 | ) | |
| - | | |
| - | | |
| (918,769 | ) | |
| - | |
| | |
CEA
Industry Segment (Predecessor) | | |
BNB Treasury Management Segment | | |
Corporate | | |
Total Consolidated | |
| | |
Six Months Ended October 31, 2024 | |
| | |
Retail and Industry Segment
(Predecessor) | | |
BNB Treasury Management Segment | | |
Corporate | | |
Total Consolidated | |
| Total Revenue, net | |
$ | 14,405,418 | | |
$ | - | | |
$ | - | | |
$ | 14,405,418 | |
| Cost of revenue | |
| (8,652,017 | ) | |
| - | | |
| - | | |
| (8,652,017 | ) |
| Advertising and marketing expenses | |
| (297,205 | ) | |
| - | | |
| - | | |
| (297,205 | ) |
| Compensation expenses | |
| (2,588,208 | ) | |
| - | | |
| - | | |
| (2,588,208 | ) |
| Professional and contractor fees | |
| (278,573 | ) | |
| - | | |
| - | | |
| (278,573 | ) |
| Other segment expenses (1) | |
| (1,348,671 | ) | |
| - | | |
| - | | |
| (1,348,671 | ) |
| (1) | Includes
other selling, general, and administrative expenses such as occupancy expenses, maintenance
expense, utilities, depreciation and amortization expenses. Starting in the second quarter
of 2026, other segment items also include warrant issuance costs, insurance fees and advisory
fees. |
| (2) | As
noted in Note 1, Nature of Operations, On June 6, 2025
(the “Closing Date”), CEA industries Inc. completed the acquisition of the Fat
Panda Group of Companies (“Fat Panda”) (the “Fat Panda Acquisition”).
CEA Industries Inc. has been designated as the accounting acquirer (“Successor”),
and Fat Panda as the accounting predecessor (“Predecessor”). Successor refers
to CEA operations post-acquisition while predecessor refers to CEA operations pre-acquisition
date consistent with the Consolidated Statements of Operations. |
|