NOTE 14 – Discontinued Operations

During the fourth quarter of 2025, the Company committed to a plan to sell certain non-core assets consisting primarily of property and equipment, internally developed software, and an equity investment in ESS. Management determined that these assets met the criteria for classification as held for sale as of December 31, 2025, as management was committed to a plan to sell the assets, an active program to locate a buyer had been initiated, and the sale was considered probable within one year.

Upon classification as held for sale, the Company evaluated the disposal group and concluded that its estimated fair value less costs to sell exceeded its carrying amount. Accordingly, no impairment charge was recognized during the year ended December 31, 2025.

The carrying amounts of the assets classified as held for sale as of December 31, 2025 were as follows (in millions):

 SCHEDULE OF CARRYING AMOUNTS OF THE ASSETS CLASSIFIED AS HELD FOR SALE

The assets are presented as “Assets held for sale” in the accompanying Consolidated Balance Sheets. Depreciation and amortization of the long-lived assets ceased upon classification as held for sale.

The Company determined that the planned sale represents a strategic shift that will have a major effect on the Company’s operations and financial results.

The following table presents financial results from discontinued operations, net of income taxes in our consolidated statements of operation for the period indicated. It is important to note that the scope of discontinued operations pertains GES. Beginning on October 1, 2026, GES will no longer be included in our consolidated financial statements. Consequently, the data in the table below covers the periods from December 31, 2025 and December 31, 2024, respectively.

 SCHEDULE OF DISCONTINUED OPERATIONS

The following table presents the aggregate carrying amounts of the assets of discontinued operations of the restaurant business in the consolidated balance sheets as of the date indicated:

 SCHEDULE OF CARRYING AMOUNTS OF THE ASSETS OF DISCONTINUED OPERATIONS