SDOT

Greetings, and welcome to the Sadot Group Inc. Second Quarter 2025 Conference Call. [Operator Instructions] and please note, this conference is being recorded. I will now turn the conference over to your host, Aimee Infante, Chief Marketing Officer with Sadot Group Inc. Ma'am, the floor is yours.

Thanks, operator. Before we get started, we would like to state that this call may include forward-looking statements pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. To the extent that the information presented on this call discusses financial projections, information or expectations about the business plans, results of operations, products or markets or otherwise make statements about future events, such statements may be forward-looking. Such forward-looking statements can be identified by the use of words such as should, may, intends, anticipates, believes, estimates, projects, forecasts, expects, plans and proposes. Although management believes that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward- looking statements. You are urged to carefully review and consider any cautionary statements and other disclosures, including statements made under the heading Risk Factors in Sadot Group Inc.'s most recently filed 10-K and elsewhere in documents that Sadot Group Inc. files from time to time with the SEC. Forward-looking statements speak only as of the date of the document in which they are contained, and Sadot Group Inc. does not undertake any duty to update any forward-looking statements, except as may be required by law. For this call, all numbers disclosed have been rounded to the closest 100,000 and percentages have been rounded to the closest 0.01% unless otherwise noted. All numbers disclosed in this report are the amounts attributable to Sadot Group Inc. and excludes the portion related to the noncontrolling interest. On this call, we will refer to Sadot Group Inc. as Sadot Group, Sadot or the company. With me on the call today are Sadot Group's Chief Executive Officer, Chagay Ravid; and Chief Financial Officer, Paul Sansom. Chagay and Paul will be presenting prepared remarks related to Sadot Group's financials filed August 14, 2025, and those documents may be found on the company's website, Newswire feeds and on the SEC's website linked from the Sadot Group's website at www.sadotgroupinc.com under the Investor tab. At this point, I would like to turn it over to Sadot Group's CEO, Chagay Ravid, Chagay?

Thank you, Aimee, and good morning, everyone. I'm pleased to welcome everyone to today's earnings call where we will discuss our Q2 2025 results, strategic initiatives and various questions we received from our shareholders during the quarter. Let's get right to it. In Q2 2025, Sadot Group posted its fifth consecutive quarter of positive net income and positive EBITDA. Sadot has changed dramatically since November 2022. The company's strategy changed from being a restaurant-only concept, which posted prolonged net losses into an emerging player in the global food supply chain and recently producing positive net income and positive EBITDA. In 2024, Sadot posted its first ever full year positive net income and EBITDA. The company followed that by posting positive net income and EBITDA again in Q1 2025. Now Sadot is posting Q2 2025 with positive net income and EBITDA, marking the fifth consecutive quarter of positive net income and EBITDA for the company. It's important to note that we are a young, growing company and we will have our ups and downs. What's key is that while we grow into a larger player in the industry, we were nevertheless able to post positive net income and EBITDA. As you all know, many start-up or young companies don't generate positive net income for quite some time in their evolution. Sadot, on the other hand, has been able to turn around net losses as a restaurant-based company into 5 consecutive positive net income quarters despite being in a ramp-up period. Before I turn the call over to Paul Sansom, our new CFO, I wanted to take a few minutes and introduce myself in more detail to our shareholders while also sharing my vision and strategy for the company. My background includes over 15 years leading one of the most active mid-market investment banks in Israel, Cukierman & Co. I was engaged in over $5 billion of transaction values, most of which were tech-driven and across different continents. I was also involved with Seamless Group, where I held the CFO position and helped them into the deSPAC process in 2023 and 2024, culminating in a NASDAQ listing. I have extensive international business experience and have held multiple CFO and CEO positions throughout my career. I think it's important to note that I'm bringing expertise in complex financial transactions and technology solutions into [indiscernible]. In my opinion, the company under my leadership will benefit from a new thought process into M&A activities, digitization of commodity trading through AI and financial planning. Sadot is at a stage that it requires strong financial expertise, and this is what I intend to bring to the company. As I mentioned, I have a strong background in technology. Being a new and emerging company, I believe Sadot has a unique opportunity to bring new technology into our operations. We have the chance of modernizing the tools used to manage the entire food supply chain. We're not locked into legacy system and processes. As a global agri business engaged in complex, fast-moving commodity markets, Sadot Group stands to benefit significantly from the integration of advanced artificial intelligence and data-driven technologies. By leveraging AI, we can enhance our decision- making capabilities across the entire trading life cycle from market analysis and risk management to logistics optimization and pricing strategy. Predictive analytics models trained on vast data sets, including historical pricing, macroeconomic indicators, weather patterns and geopolitical risk can improve the accuracy of market forecasts and help us anticipate supply chain disruptions before they impact our margins. Moreover, implementing AI-driven automation and trade execution, compliance monitoring and contract management can increase operational efficiency and reduce costly human error. Natural language processes or NLP, can also streamline the analysis of market news, regulatory updates and sentiment from global data sources in real time. Our forward-looking digital strategy has the potential to position Sadot Group not only as a more agile and resilient player in the global food supply chain, but also as a technology-enabled company that can create differentiated value in an increasingly competitive landscape. As we look to the future, Sadot plans to evolve from a traditional commodity trading operation into a diversified technology-enabled global agri business. Our strategy will center around 5 core pillars: geographic and vertical expansion, operational efficiency, margin improvement, technological integration and leadership excellence. Let me touch on each strategic pillar briefly. Our first strategic pillar is strategic expansion and new verticals. We will continue to expand our global footprint by deepening our presence in emerging markets, where demand for agricultural commodities is rising. At the same time, we're exploring vertical integration opportunities from origination to logistics and distribution to create more value per metric ton and strengthen control over the supply chain. Entering adjacent verticals such as specialty crops, food processing or sustainable agri inputs is also on the road map. Our second strategic pillar is margin optimization and cost efficiency. Margin enhancement will come from both top line innovation and bottom line discipline. We are implementing tighter risk controls, optimizing freight and storage costs and using smart data models to improve trade selection and timing. AI and automation will allow us to reduce overhead, improve operational speed and eliminate inefficiencies across the board. Our third strategic pillar is technology and digital infrastructure. The adoption of AI and real-time data analytics will be central to how we trade, forecast and manage risk. We aim to build or partner with platforms that provide algorithmic pricing, predictive supply and demand modeling and real-time visibility into cargo flows and logistics. This will not only reduce costs, but also give us a strategic edge in responsiveness and market intelligence. Our fourth strategic pillar is strengthening management and culture. We're building a high-performance culture rooted in transparency, execution and innovation. Strengthening our senior leadership team with experienced professionals from trading, technology, logistics and financial backgrounds will be key to driving transformation and scaling operations globally. Our last strategic pillar is sustainable and ethical growth. We recognize the increasing importance of ESG and global trade. As we scale, we're embedding sustainability into sourcing, operations and governance, aiming to become a partner of choice for responsible stakeholders across the food supply chain. Now I would like to turn the call over to our new CFO, Paul Sansom, to review the company's financial performance for Q2 2025. Paul?

Thank you, Chagay. Before I begin, let me take a few moments and introduce myself as Sadot Group's newly appointed CFO. First, I would like to thank Jennifer Black for all of our efforts and time spent at Sadot. Jennifer has helped transition Sadot Group from a restaurant-only concept into an emerging player in the global food supply chain. It's been a fast turnaround and rapid corporate change, and Jennifer was instrumental in making this change possible. Jennifer will remain with the company in a consulting role to assist with my transition into the company. Briefly, my background includes over 30 years of international experience as both a Board member and CFO of various enterprises in the energy, technology, infrastructure and private equity sectors. I consider my expertise to include financial strategy, M&A, capital structuring and value creation for both listed and privately held companies. While I began my career in senior finance roles at PepsiCo, BrightPoint, BMW Group and Mars, I more recently held senior positions, including CFO at Integen Group U.K. Limited and Viking Services. In addition, I've been CFO for both Energy Capital Group and Ithmar Capital, overseeing large-scale investments, AIM listings and secondary market transactions. I've also been a member of Sadot's Board of Directors and Audit Committee, so I'm familiar with the company and the opportunities and challenges in growing this business into a larger player in the agri-food supply chain. Before I begin discussing Q2, please note that our financial results for the quarter ending June 30, 2025, on Form 10-Q were filed with the SEC yesterday, August 14, 2025, along with a press release on the same day. So let's review Q2. Q2 was our fifth consecutive profitable quarter. Revenue for Sadot Agri-Foods came in at $114.4 million in Q2. This is a decrease of $58.9 million as compared to Q2 2024, a decrease of 34% over 2024. This decrease was mostly attributable to the company selectively implementing trades with more favorable margins. The company completed 26 transactions, representing over 200,000 metric tons of product shipped in Q2 across 7 different countries. Gross profit was 4.4% in Q2 2025 versus 3.3% in Q2 2024, an improvement of 100 basis points due in part on focusing on higher- margin trades in specialty items and a larger percentage of trades from our Canadian subsidiary, of which these transactions tend to have greater margins in general. Net income attributable to Sadot Group was $0.4 million in Q2 2025. EBITDA was $1.7 million in Q2 2025. Both basic and diluted earnings per share as attributable to Sadot Group was positive at $0.07 per share. SG&A expenses were $2.8 million this quarter, an increase of $1.1 million compared to last year. This increase in SG&A was mostly attributable to reclassifying some expenses from cost of goods to SG&A, which better reflects the actual cost of goods, shifting wages for admin personnel, insurance and other items into the general SG&A account. Looking at our balance sheet, the company had a cash balance of $0.4 million and a working capital surplus of $24.2 million. It's important to note that as part of our ongoing strategy, we continue to reinvest cash into our Agri-Foods commodity trading business to drive revenue growth. Accounts receivable were $44.1 million. On July 23, the company announced a strategic investment in a carbon project in Indonesia. The company assigned approximately $13.4 million of accounts receivable to acquire a 37.5% equity stake in the Special Development Group, which is a local entity holding full project rights in formal partnership with 11 indigenous coastal communities across the Real archipelago in Indonesia. The project focused on the restoration of long-term protection of Peak land and Mangrove ecosystems. These are considered some of the world's most effective natural carbon sinks. The special development group has advised that this carbon project initiative is expected to generate between 1.1 million and 1.2 million high-integrity carbon credits in its first issuance cycle verified under internationally recognized methodologies. Validation is planned under the REDD+ and TID or wetlands restoration methodologies, ensuring full compliance with the highest global standards for nature-based carbon projects. Now with that, I would like to turn the call back to Chagay. Chagay?

Thanks, Paul. As you can see, Sadot is going through changes. We used to be focused on just restaurants. Now we're a global agriculture company in the worldwide food supply chain. We are in several verticals, each carrying a different weight, including commodity trading and logistics, farming and now entering into carbon projects to provide unique opportunities to our clients by offering carbon offsets using high-quality nature-based carbon credits. In the past, the company has gathered questions we received from shareholders, banks and analysts and present them as questions and answers during the call. Here are some of those questions and answers. Question one, what is the status on the sale of the restaurants? I will respond to this myself. I'm not happy with the slow progress being made on the restaurant sale process. While we have had multiple LOIs and continue to work through the due diligence with current potential buyers, we need to refocus our efforts on getting this transaction completed. While the restaurants are only a fraction of the overall revenue of the company, the resources to support the business segment are significant and not proportional to the size of the business. It is imperative, therefore, that we divest the restaurants to remove shareholder confusion, reduce costs generate cash to pay off debt and focus all efforts and resources on the agricultural side of the business. I'm refocusing the team to concentrate solely on completing a transaction for the restaurants. With that said, we are once again in the final stages of negotiations and due diligence with several potential buyers. These are strong candidates looking to acquire both Muscle Maker Grill and the Pokemoto in one combined transaction. Question two, why did the company recently raise $2.5 million? And what are the proceeds being used for? We raised the capital as a result of delays in collecting some receivables and closing on the sale of the restaurants. This was a straight equity nontoxic deal without any warrants. Question three, tariffs continue to be a concern across the globe. How do tariffs affect Sadot, if at all? Paul?

Thanks, Chagay. While U.S. tariffs are a concern across multiple sectors, in reality, only a small percentage of Sadot trades are conducted with the United States. Sadot is a global company with the vast majority of our revenue and trades happening outside the United States. Therefore, Sadot does not have great exposure to tariffs in general. In the cases where product is traded via the United States, because we are a global company with operations worldwide, we have the ability to move transactions around the globe, avoiding U.S. tariffs if clients request.

Question 4, why has there been so many changes in the Board and management over the last quarter and year-to-date? So as I mentioned earlier, Sadot is in the process of changing over from a U.S.-based restaurant company to an international player in the global food supply chain. This strategic change requires personnel with specific skill sets, not only in the food supply chain, but also in other areas such as finance and technology. We believe these changes are natural as the company grows and completes its strategic pivot into an international company across various verticals in the food supply chain. In closing, I want to express my gratitude to all investors and stakeholders for joining us today and for your continued support. We have witnessed significant growth, particularly in our Sadot Agri-Foods division despite facing challenges along the way. Our strategic decision to divest our restaurant holdings underscores our commitment to focusing on our core operations and driving long-term value for our shareholders. We're currently evaluating additional opportunities in the global farming, trading, processing, shipping and distribution to increase our market share and operational footprint. I'm proud of the resilience and dedication demonstrated by our team whose hard work has propelled us forward amidst a dynamic landscape. As we move forward, we remain steadfast in our strategic vision, exploring new opportunities and partnerships to further strengthen our position in the market. Thank you once again for your trust in Sadot Group, Inc. We look forward to the exciting journey ahead.

Thank you. Ladies and gentlemen, this does conclude today's conference, and you may your lines at this time, and we thank you for your participation.

Welcome to Sadot Group Inc. Q1 2025 Earnings Conference Call. At this time, all participants are in a listen-only mode. [Operator Instructions] Please note this conference is being recorded. I will now turn the conference over to your host Aimee Infante, Chief Marketing Officer. You may begin.

Thanks operator. Before we get started, we would like to state that this call may include forward-looking statements pursuant to the Safe Harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. To the extent that the information presented on this call discusses financial projections, information, or expectations about the business plans results of operations products or markets or otherwise make statements about future events, such statements may be forward-looking. Such forward-looking statements can be identified by the use of words such as should, may, intends, anticipates, believes, estimates, projects, forecasts, expects, plans, and proposes. Although management believes that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. You are urged to carefully review and consider any cautionary statements and other disclosures including the statements made under the heading Risk Factors in Sadot Group Inc.'s most recently filed Form 10-K and elsewhere in documents that Sadot Group Inc. files from time-to-time with the SEC. Forward-looking statements speak only as of the date of the document in which they are contained and Sadot Group Inc. does not undertake any duty to update any forward-looking statements except as may be required by law. For this call, all numbers disclosed have been rounded to the closest 100,000 and percentages have been rounded to the closest 0.1% unless otherwise noted. All numbers disclosed in this report are the amounts attributable to Sadot Group Inc. and exclude the portion related to the non-controlling interest. On this call, we will refer to Sadot Group Inc. as Sadot Group, Sadot, or the company. With me on the call today are Sadot Group's Chief Financial Officer, Jennifer Black; and Interim Chief Executive Officer, David Hanna. Throughout this presentation, we will be referring to David Hanna as CEO, which his appointment begins June 2nd, 2025. Jennifer will be presenting prepared remarks related to Sadot Group's financials filed on May 14th, 2025 and those documents may be found on the company's website, Newswire feeds, and on the SEC's website linked from the Sadot Group website at www.sadotgroupinc.com under the Investor tab. At this point, I would like to turn it over to Sadot Group's CFO, Jennifer Black. Jennifer?

Thank you, Aimee. Before I begin, please note that our financial results for the quarter ending March 31st, 2025 on Form 10-Q were filed with the SEC yesterday, May 14th, 2025 along with the press release on that same day. Our Sadot agri foods revenue was $132.2 million in Q1. The company completed 76 transactions in Q1 across 17 different countries. Revenue increased by $25.7 million as compared to Q1 2024, an increase of 24.1% over 2024. Net income attributable to Sadot Group improved to $0.9 million in Q1 2025 compared to a $0.3 million net loss in Q1 of 2024. This is an improvement of $1.2 million over Q1 of 2024. EBITDA rose to $2.5 million compared to $0.1 million in the prior period, both basic and dilutive earnings per share as attributable to Sadot Group was positive $0.18 per share compared to a negative $0.06 per share in the prior year. SG&A expenses were $3.1 million this quarter, an increase of over $1.7 million compared to last year. The increase in SG&A was mostly attributable to reclassifying some expenses from cost of goods sold to an SG&A, which better reflects the actual cost of goods sold, shifting wages for administrative personnel, insurance and other items into the general SG&A account. Looking at our balance sheet. The company had a cash balance of $1.9 million and working capital surplus of $21.9 million. It is important to note that as a part of our ongoing strategy, we continue to reinvest our cash into aggregate commodity trading business to drive revenue, growth and acquire strategic assets. We are proud to report Q1 with our fourth consecutive profitable quarter and an improvement versus Q1 of 2024, which was our last negative quarter we reported. We believe positive changes are occurring across our business. With that I would like to turn the call over to David to introduce himself.

Thank you, Jennifer. As has been previously announced, I'm assuming the Interim CEO position effective June 2, 2025. I'd like to spend a few minutes introducing myself to everyone. I joined Sadot in June of 2024 and I'm currently the Executive Vice President and Head of Sadot, Canada. I will also be performing the dual role of Interim CEO for Sadot Group. There are many moving parts of Sadot. We're a rapidly growing company. What's unique is this expansion is happening on a global basis, making it even more complex than a typical emerging company, where we handle the complexities of international rules, customs, time zones, translations, et cetera. However, through our vast network of employees and consultants, we have been able to manage this growth to date. With this growth it is natural for companies to experience inefficiencies between new divisions, countries, et cetera. Sadot is no different. Sadot is at a point where we need to take a hard look at how we improve our balance sheet and income statements within a controlled growth plan. I believe my background and skill set will be key in attacking these challenges head on. I have been involved in rapid-growth companies in the past and fully understand the challenges. I even founded my own business focused on pulses, specialty crops, distribution and trading of ingredients for the plant-based protein sector. I grew this business to over $80 million in containers, truckloads and railcars to over 35 countries around the world. We developed a plant-based pet food ingredient division with sales into leading pet food manufacturers across North America, while also becoming the leading Canadian exporter of specialized peas for the pea protein extraction industry. I bring a unique skill set to the CEO role for Sadot. Not only will I bring global agri foods and commodity trading experience from building agri food businesses in excess of $500 million annually, I will also be combining this experience directly with extensive financial experience in M&A, public and private equity and debt financing, where I was involved in transactions totaling more than $1 billion. I believe I am a leader who can bring all the components of the Sadot business together both the international commodity trading business and agri foods operations plus the financial acumen and experience to drive shareholder value through various mechanisms including trade finance, M&A, debt financing, operational efficiencies and cost cutting. On a different note, if you are interested in receiving press releases and other company information automatically, please visit our website at www.sadotgroupinc.com. Go under Investor Relations and then Investor Alerts and sign up for these announcements, which will be sent to your e-mail. It's a great way to keep informed of all announcements. I'd like to turn the call back over to Jennifer to review a few questions that we have recently been asked by various parties.

Thanks, David. The company received questions or comments from the investor community during the quarter, and we'd like to summarize and address these questions during our call. The first one we have is, can you comment with an update on the general tariff environment and how it affects Sadot's business. David?

There has certainly been a lot of movement on tariffs globally over the past few months. While the U.S. tariffs cover a wide range of products, industries and countries, we can say confidently that we do not believe tariffs will have a significant material impact on Sadot. Sadot is a global company. We have conducted agri commodity trades with 33 countries. The large majority of our revenue is generated outside of the United States between other countries of origin or destination having no impact from the new tariffs. For the full year 2024, only a marginal portion of Sadot Group's global trade revenue was directly related to trades originating from or delivering into the United States. Our revenue is mostly generated by agri commodity trade between countries all over the world. For example, we recently announced a trade to our new South Korea subsidiary between Australia, Kenya and other countries. Because this trade was not originating from or delivering into the United States, it was not subject to the new U.S. tariffs. In addition, our commodity trading business model and products, which represents over 99% of total company-wide revenue are not considered consumer discretionary items. Everyone has to eat and tariffs, if they apply, are costs that are usually passed through 100%. What tariffs can impact are what countries become more competitive as origins. We believe the company can manage in almost any environment due to the nature of the food-related products we trade, as well as the global sourcing and distribution of our operating network. Sadot Group remains vigilant in monitoring the situation, and we'll provide updates should any significant material changes arise. For now, the tariff should be considered a non-material event concerning Sadot's global business.

All right. Thanks, David. The second question we have is kind of a continuation on the tariff subject. How have the tariffs between U.S. and China impacted the business directly?

Again, we have a flexible trading model, where we can source products from different countries to satisfy demand. What we've seen is that China's demand for major products like soybeans has shifted from U.S. origin product to other markets such as Brazil. We're studying this trade flow to capitalize on new opportunities created by the change in market dynamics, particularly where we can leverage our inland origination capabilities.

Thanks, David. The third question we have, the company's gross margins have been less than 1%. How are you going to improve those margins?

We're looking at a number of areas, where higher margins are more achievable, specifically, containerized specialty crops, like pulses, such as lentils and beans and sesame seeds. These are lower-volume products, so this strategy won't drive sales growth, but will contribute to higher gross margins as we develop those business lines. Both the Canadian and Brazilian teams are focusing primarily on these product lines. We also signed a management services agreement for a pet food ingredients processing business in Canada. While relatively small, this is a fee-based contract that has no related cost of goods sold and contributes fully to gross margin. We're continuing to look for more opportunities like this as part of our development as a company.

All right. The last question we have, please provide an update on the sale of the restaurant process.

While the sale of restaurants is taking longer than anticipated we are making progress and we have multiple parties interested in acquiring the Pokémoto and MMG chains. We are finalizing a new LOI, with a qualified buyer. The Pokémoto chain continues to open new locations with recent openings in California, Alabama, Florida, Connecticut and Massachusetts. We also have new locations opening over the next few months in Clermont and Fort Lauderdale, Florida; Kingstown, Rhode Island; and Puerto Rico. We currently have 41 open locations and another roughly 60 franchise agreements that have been sold, but not open to-date. We continue to expand Pokémoto. The restaurant division in Q1 reported positive $107,000 net income. While we want to complete the sale as quickly as possible we're also trying to get the maximum value throughout the sale process. We thank all of our investors stakeholders and team members for your time and continued support of Sadot Group.

Thank you. This concludes today's conference, and you may disconnect your lines at this time. Thank you for your participation.