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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): August 9, 2023
Commission File Number 001-39223
Sadot Group Inc.
(Exact name of small business issuer as specified in its charter)
| Nevada | 47-2555533 | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
1751 River Run, Suite 200, Fort Worth, Texas 76107
(Address of principal executive offices)
(832) 604-9568
(Issuer’s telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act: Not applicable.
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common Stock, $0.0001 par value | SDOT | The Nasdaq Stock Market |
Item 2.02 Results of Operations and Financial Condition.
On August 9, 2023, Sadot Group Inc. (the “Company”) issued a press release regarding its financial results for the quarter and six months ended June 30, 2023. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Index of Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated August 9, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SADOT GROUP INC. | ||
| By: | /s/ Michael Roper | |
| Name: | Michael Roper | |
| Title: | Chief Executive Officer | |
Date: August 9, 2023
Exhibit 99.1
Sadot Group Inc. Reports Second Quarter 2023 Results
Reports First Profitable Quarter in Company History as Q2 Revenue Rises to $160 Million
Fort Worth, Texas, August 9, 2023 (ACCESSWIRE) – Sadot Group Inc. (Nasdaq: SDOT) (the “Sadot Group” or the “Company”), an emerging player in the global food supply chain sector, today announced its second quarter results ending June 30, 2023. Chief Executive Officer, Michael Roper and Chief Financial Officer, Jennifer Black will host a conference call at 11:00 AM Eastern Daylight Time on August 10, 2023, to discuss the results. All interested parties are invited to join this call (please see registration details at the bottom of this release). The Q2 2023 financial statements for the quarter ended June 30, 2023, are available on the Investors Section of our website as well as on Nasdaq.com.
“We are pleased and proud to report that Q2 was a strong continuation of the past two quarters highlighted with our first ever profitable quarter in the company’s history,” said Michael Roper, CEO of Sadot Group Inc. “We have begun reaping the financial benefits of our global diversification strategy, which exemplifies our strategic approach to expanding into each of our three main business units (“Sadot Agri-Foods” also known as “Sadot LLC”, “Sadot Farm Operations” and “Sadot Food Service Operations”). By broadening our perspective, we seized the opportunity to venture into new markets and businesses within the global food industry. This move not only offers significant financial prospects but also generates social and environmental value.”
Financial highlights for the three months ended June 30, 2023:
| ● | Q2 2023 net income of $190k compared to a net loss of approximately $1.8 million for the prior year ended June 30, 2022. | |
| ● | The Company reported Q2 2023 consolidated revenue of $160 million, a significant increase compared to $3 million for Q2 2022. | |
| ● | Non-GAAP adjusted EBITDA from operations was $1.1 million in the second quarter of 2023 compared to a $1.2 million EBITDA loss in the second quarter 2022. | |
| ● | This marks eight consecutive months of at least $45 million in revenue per month. | |
| ● | Sadot Group Inc. as of June 30, 2023, had a cash balance of $5.1 million and a working capital surplus of $7.7 million. |
Strategic and operational highlights during the second quarter of 2023 include:
On July 26, 2023, the Company announced that Muscle Maker, Inc. had taken a significant step in its journey by changing the Company’s name to Sadot Group Inc. This name change recognizes the Company’s evolution of our core business and aligns with our strategic vision.
Sadot Group amended its Services Agreement with Aggia LLC FZ (Aggia) which is reflected in our second quarter earnings. The new amendment modifies the formula by which Sadot Group would issue shares of common stock earned by Aggia for net income generated through our Agri-Foods unit from 80% of net income to 40% of net income on an accounting basis. As a result, the quarterly non-cash expense related to stock issuances to Aggia was reduced by 50%. Following the amendment, all shares to be earned by Aggia under the agreement have been issued and will retain voting rights, vesting over time using the 40% of net income formula.
On June 26, 2023, Sadot Group Inc. was added to the Russell Microcap Index, further solidifying our position in the market.
Sadot Agri-Foods Operations
| ● | Completed 21 transactions in Q2 with the average revenue per transaction of $7.5 million. | |
| ● | Average COGS per transaction of $7.3 million. | |
| ● | These 21 transactions were completed throughout 10 different countries. | |
| ● | Entered into a strategic service agreement with Buenaventura Trading LLC thereby expanding our commodity trade routes into the Americas. |
Food Service Operations unit
| ● | 47 units across two fast casual concepts, with 32 units being the flagship Pokémoto brand. | |
| ● | 58 Pokémoto franchise agreements sold but not yet open. | |
| ● | Shifting to a franchise, royalty-generating model focused on our Pokémoto concept. | |
| ● | Restructuring of restaurant subsidiaries, reducing restaurant operating expense and overhead as well as working capital demands by closing underperforming units while refranchising (or selling) most of our remaining company-owned units. | |
| ● | Seeking strategic alternatives for our Superfit Foods concept. |
Operating Results
For the three months ended June 30, 2023, the Company reported consolidated revenue of $160 million, an increase of $157 million or over 5,000% from the comparative period in 2022. The Company’s net income for the three months ended June 30, 2023, was $190k compared to an approximate $1.8 million loss from the comparative period in 2022. The increase from the second quarter of the prior year can be attributed to the formation of the Sadot Agri-Foods unit. As of June 30, 2023, the Company had a cash balance of $5.1 million and a working capital surplus of $7.7 million. The cash decrease in the second quarter of 2023, was due primarily to cash used in operations of $4.2 million. In addition, the company deployed capital into smaller size trades which tend to generate higher margins. The company has over $7.6 million in net, short term receivables that are due in less than 60 days.
Outlook
“Looking back on the remarkable work we’ve accomplished to date, we take immense pride in our achievements, but what truly excites us is the boundless potential of our future. I am thrilled to announce that the days, weeks, and months ahead will be filled with exciting news, as we continue to shape the trajectory of Sadot Group Inc. Our unwavering focus is on driving shareholder value, delivering sustainable growth, and maximizing returns for our valued investors through strategic decision-making. We eagerly look forward to sharing our journey, progress, and milestones with you.” - Michael Roper, CEO of Sadot Group Inc.
Webcast Details
Date: August 10, 2023
Time: 11:00 AM EDT / 8:00 AM PDT
To register, please use the link below:
https://audience.mysequire.com/webinar-view?webinar_id=190e174d-78f6-40ef-b756-7bcc24eca200
* Please note that when logging into the Webcast individuals must, when prompted to, “allow video and audio” access to your device to view and hear the call.
About Sadot Group Inc.
Sadot Group Inc., formerly known as Muscle Maker Inc., has rapidly established itself as an emerging player in the global food supply chain. Sadot provides innovative and sustainable supply chain solutions that address the world’s growing food security challenges.
The Sadot Group connects producers and consumers across the globe, sourcing agri-commodity products from producing geographies such as the Americas, Africa and the Black Sea and delivering to markets in Southeast Asia, China and the Middle East/North Africa region.
The Sadot Group currently operates within three key verticals of the global food supply chain including 1) global agri-commodity origination and trading operations for food/feed products such as soybean meal, wheat and corn, 2) farm operations producing grains and tree crops in Southern Africa, and 3) food service operations with 47 restaurants across the U.S. and Kuwait.
The Sadot Group is headquartered in Ft. Worth, Texas with subsidiary operations in Miami, Dubai, Singapore, Kyiv and Zambia. The Company continues to grow in size, diversity of operations, as well as in human and financial capital, but the principles that guided the Company remain the same – sourcing and providing healthier foods. For more information please visit www.sadotgroupinc.com.
Muscle Maker, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
| June 30, 2023 | December 31, 2022 | |||||||
| $’000 | $’000 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | 5,090 | 9,898 | ||||||
| Accounts receivable, net of allowance for doubtful accounts of $34.2 thousand and $23.4 thousand as of June 30, 2023 and December 31, 2022, respectively | 47,502 | 135 | ||||||
| Inventory | 307 | 298 | ||||||
| Prepaid expenses and other current assets | 319 | 317 | ||||||
| Total current assets | 53,218 | 10,648 | ||||||
| Right to use assets | 2,059 | 2,433 | ||||||
| Property and equipment, net | 1,497 | 1,895 | ||||||
| Goodwill | 2,626 | 2,626 | ||||||
| Intangible assets, net | 4,019 | 4,611 | ||||||
| Deposit on farmland | 8,802 | 4,914 | ||||||
| Security deposits and other assets | 102 | 103 | ||||||
| Total assets | 72,323 | 27,230 | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | 40,967 | 1,953 | ||||||
| Accrued stock-based compensation expense - related party | - | 3,603 | ||||||
| Notes payable, current | 3,727 | 222 | ||||||
| Operating lease liability, current | 511 | 560 | ||||||
| Deferred revenue, current | 93 | 95 | ||||||
| Other current liabilities | 204 | 182 | ||||||
| Total current liabilities | 45,502 | 6,615 | ||||||
| Notes payable, non-current | 685 | 759 | ||||||
| Operating lease liability, non-current | 1,673 | 2,019 | ||||||
| Deferred revenue, non-current | 1,295 | 1,276 | ||||||
| Total liabilities | 49,155 | 10,669 | ||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ equity: | ||||||||
| Common stock, $0.0001 par value, 150 million shares authorized, 36.0 million and 29.3 million shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | 4 | 3 | ||||||
| Additional paid-in capital | 103,395 | 95,913 | ||||||
| Accumulated deficit | (80,231 | ) | (79,355 | ) | ||||
| Total stockholders’ equity | 23,168 | 16,561 | ||||||
| Total liabilities and stockholders’ equity | 72,323 | 27,230 | ||||||
Muscle Maker, Inc.
Condensed Consolidated Statement of Operations
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| $’000 | $’000 | $’000 | $’000 | |||||||||||||
| Revenues: | ||||||||||||||||
| Commodity sales | 157,559 | - | 367,925 | - | ||||||||||||
| Company restaurant sales, net of discounts | 2,487 | 2,751 | 4,788 | 5,445 | ||||||||||||
| Franchise royalties and fees | 238 | 163 | 522 | 371 | ||||||||||||
| Franchise advertising fund contributions | 20 | 16 | 36 | 34 | ||||||||||||
| Other revenues | 13 | - | 13 | - | ||||||||||||
| Total revenues | 160,317 | 2,930 | 373,284 | 5,850 | ||||||||||||
| Operating Costs and Expenses: | ||||||||||||||||
| Commodity operating expenses: | ||||||||||||||||
| Commodity cost | 153,240 | - | 358,295 | - | ||||||||||||
| Labor | 852 | - | 1,472 | - | ||||||||||||
| Other commodity operating expenses | 485 | - | 639 | - | ||||||||||||
| Total commodity operating expenses | 154,577 | - | 360,406 | - | ||||||||||||
| Restaurant operating expenses: | ||||||||||||||||
| Food and beverage costs | 867 | 1,117 | 1,706 | 2,143 | ||||||||||||
| Labor | 956 | 903 | 1,836 | 1,976 | ||||||||||||
| Rent | 290 | 327 | 564 | 667 | ||||||||||||
| Other restaurant operating expenses | 551 | 688 | 1,023 | 1,338 | ||||||||||||
| Total restaurant operating expenses | 2,664 | 3,035 | 5,129 | 6,124 | ||||||||||||
| Depreciation and amortization expenses | 441 | 489 | 1,074 | 965 | ||||||||||||
| Franchise advertising fund expenses | 20 | 16 | 36 | 34 | ||||||||||||
| Pre-opening expenses | - | - | 36 | - | ||||||||||||
| Post-closing expenses | 19 | - | 113 | - | ||||||||||||
| Stock-based consulting expenses | 1,068 | - | 4,427 | - | ||||||||||||
| Sales, general and administrative expenses | 1,888 | 1,127 | 4,030 | 2,451 | ||||||||||||
| Total costs and expenses | 160,677 | 4,667 | 375,251 | 9,574 | ||||||||||||
| Loss from operations | (360 | ) | (1,737 | ) | (1,967 | ) | (3,724 | ) | ||||||||
| Other Income / (Expense): | ||||||||||||||||
| Other income / (expense) | 251 | (15 | ) | 251 | (34 | ) | ||||||||||
| Interest income / (expense), net | (22 | ) | (10 | ) | (19 | ) | (28 | ) | ||||||||
| Change in fair value of accrued compensation | 324 | - | 865 | - | ||||||||||||
| Gain on debt extinguishment | - | - | - | 140 | ||||||||||||
| Total other income / (expense), net | 553 | (25 | ) | 1,097 | 78 | |||||||||||
| Income / (Loss) Before Income Tax | 193 | (1,762 | ) | (870 | ) | (3,646 | ) | |||||||||
| Income tax | 3 | 12 | 6 | 14 | ||||||||||||
| Net income / (loss) | 190 | (1,774 | ) | (876 | ) | (3,660 | ) | |||||||||
| Net Income / (Loss) Per Share: | ||||||||||||||||
| Basic | 0.01 | (0.06 | ) | (0.03 | ) | (0.13 | ) | |||||||||
| Diluted | 0.01 | (0.06 | ) | (0.03 | ) | (0.13 | ) | |||||||||
| Weighted-Average # of Common Shares Outstanding: | ||||||||||||||||
| Basic | 33,362,887 | 28,668,116 | 31,407,362 | 28,235,052 | ||||||||||||
| Diluted | 33,567,719 | 28,668,116 | 31,407,362 | 28,235,052 | ||||||||||||
Muscle Maker, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Six Months Ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| $’000 | $’000 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net loss | (876 | ) | (3,660 | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 1,074 | 965 | ||||||
| Stock-based compensation | 318 | 89 | ||||||
| Gain on extinguishments of debt | - | (140 | ) | |||||
| Stock-based consulting expenses | 4,427 | - | ||||||
| Change in fair value of compensation | (865 | ) | - | |||||
| Loss on disposal of assets | 53 | 267 | ||||||
| Bad debt expense | 34 | (59 | ) | |||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable, net | (47,401 | ) | (123 | ) | ||||
| Inventory | (9 | ) | 45 | |||||
| Prepaid expenses and other current assets | (2 | ) | 1,194 | |||||
| Security deposits and other assets | 1 | (12 | ) | |||||
| Accounts payable and accrued expenses | 39,014 | (611 | ) | |||||
| Accrued stock-based compensation expense - related party | - | - | ||||||
| Deferred rent | - | (128 | ) | |||||
| Operating right of use asset and liability, net | (21 | ) | 131 | |||||
| Deferred revenue | 17 | 228 | ||||||
| Other current liabilities | 22 | (91 | ) | |||||
| Total adjustments | (3,338 | ) | 1,755 | |||||
| Net cash used in operating activities | (4,214 | ) | (1,905 | ) | ||||
| Cash Flows from Investing Activities | ||||||||
| Deposit on farmland | (3,888 | ) | - | |||||
| Purchases of property and equipment | (247 | ) | (283 | ) | ||||
| Disposal of property and equipment | 110 | - | ||||||
| Net cash used in investing activities | (4,025 | ) | (283 | ) | ||||
| Cash Flows from Financing Activities | ||||||||
| Repayments of convertible note | - | (50 | ) | |||||
| Proceeds from other notes payable | 3,500 | - | ||||||
| Repayments of notes payables | (69 | ) | (63 | ) | ||||
| Net cash provided by (used in) financing activities | 3,431 | (113 | ) | |||||
| Net Decrease in Cash | (4,808 | ) | (2,301 | ) | ||||
| Cash – beginning of period | 9,898 | 15,767 | ||||||
| Cash – end of period | 5,090 | 13,466 | ||||||
Reconciliations of EBITDA, Adjusted EBITDA and Other Non-GAAP Measures
The following table presents a reconciliation of EBITDA and Adjusted EDITDA from the most comparable U.S. GAAP measure, Net loss, and the calculations of the Net loss margin and Adjusted EBITDA Margin for the three and six months ended June 30, 2023 and 2022:
|
For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
|||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| $’000 | $’000 | $’000 | $’000 | |||||||||||||
| Net income / (loss) | 190 | (1,774 | ) | (876 | ) | (3,660 | ) | |||||||||
| Adjustments to EBITDA: | ||||||||||||||||
| Depreciation and amortization expenses | 441 | 489 | 1,074 | 965 | ||||||||||||
| Interest expense, net | 22 | 10 | 19 | 28 | ||||||||||||
| Income tax | 3 | 12 | 6 | 14 | ||||||||||||
| EBITDA | 656 | (1,263 | ) | 223 | (2,653 | ) | ||||||||||
| Adjustments to Adjusted EBITDA: | ||||||||||||||||
| Other income / (expense) | (251 | ) | 15 | (251 | ) | 34 | ||||||||||
| Change in fair value of accrued compensation | (324 | ) | — | (865 | ) | — | ||||||||||
| Gain on debt extinguishment | — | — | — | (140 | ) | |||||||||||
| Stock-based consulting expenses | 1,068 | — | 4,427 | — | ||||||||||||
| Adjusted EBITDA | 1,149 | (1,248 | ) | 3,534 | (2,759 | ) | ||||||||||
| Total revenue | 160,317 | 2,930 | 373,284 | 5,850 | ||||||||||||
| Net income / (loss) Margin | 0.1 | % | (60.5 | )% | (0.2 | )% | (62.6 | )% | ||||||||
| Adjusted EBITDA Margin | 0.7 | % | (42.6 | )% | 0.9 | % | (47.2 | )% | ||||||||
Forward-Looking Statements
This press release 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 in this press release discusses financial projections, information, or expectations about our business plans, results of operations, products, or markets, or otherwise makes statements about future events, such statements are 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 we believe 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” and elsewhere in documents that we file 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.
Investor Relations:
Frank Pogubila
SVP, Integrous Communications
W - 951.946.5288 E - IR@sadotco.com