XML 21 R10.htm IDEA: XBRL DOCUMENT
v3.25.3

Assets Held For Sale | 9 Months Ended
--- | ---
Sep. 30, 2025
Discontinued Operations and Disposal Groups [Abstract] |
Assets Held For Sale | 4. Assets Held For Sale 2024 Disposal group held for sale After launching Sadot Agri-Foods, the Company made the decision to explore the option of selling a portion of our restaurant operations. During the first quarter of 2024, the Company entered into an agreement with a brokerage firm to have the exclusive rights to offer and sell the Muscle Maker Grill and Pokémoto franchise business and potentially some of the corporate-owned restaurants. Accordingly, the assets and liabilities related to the restaurant operations were classified as held for sale in the Company’s Consolidated Balance Sheets. Throughout most of 2024, the Company considered retaining some Company owned stores due to location and potential training centers that posed challenges for sale. However, in the fourth quarter of 2024, the Company closed its last two corporate owned stores.The Company has drafted an asset purchase agreement, received a $0.1 million deposit, and is engaged in ongoing negotiations regarding the franchise business. Given the sale or pending sale of all of the restaurant operations as of December 31, 2024, we have deemed this to be a strategic shift in business structure as it will eliminate one of our two business segments, which triggered accounting for the restaurant operations as discontinued operations. The Company is currently in due diligence and legal process with multiple potential buyers. The following presents the major classes of assets and liabilities for the Sadot Food Services reporting unit held for sale:
| As of
| September 30, 2025 |  | December 31, 2024
| $’000 |  | $’000
Cash | 307 |  |  | 266 |
Accounts receivable, net of allowance for doubtful accounts of $4.8 thousand and $0.2 million as of September 30, 2025 and December 31, 2024, respectively | 123 |  |  | 170 |
Other current assets | 57 |  |  | 52 |
Property and equipment, net | 6 |  |  | 6 |
Goodwill | 1,798 |  |  | 1,798 |
Other non-current assets | 10 |  |  | 189 |
Intangible assets, net | 2,715 |  |  | 2,715 |
Assets held for sale | 5,016 |  |  | 5,196 |
Accounts payable and accrued expenses | 214 |  |  | 149 |
Notes payable, current | 621 |  |  | 79 |
Operating lease liability, current | — |  |  | 138 |
Deferred revenue, current | 114 |  |  | 125 |
Other current liabilities | 316 |  |  | 243 |
Notes payable, non-current | — |  |  | 542 |
Deferred revenue, non-current | 877 |  |  | 1,057 |
Liabilities held for sale | 2,142 |  |  | 2,333 |
Sadot Food Services had the following pre-tax income and losses:
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
| $’000 |  | $’000 |  | $’000 |  | $’000
Sadot Food Services Net Income / (Loss) Before Income Tax | (38) |  |  | (665) |  |  | 14 |  |  | (1,713) |
Sadot Food Services was comprised of two fast casual restaurant concepts, Pokémoto and Muscle Maker Grill, as well as a subscription-based fresh prep meal concept, SuperFit Foods. On August 1, 2024, SuperFit Foods was sold for $0.2 million with a minimal gain on the sale. 5. Discontinued Operations After launching Sadot Agri-Foods, the Company made the decision to explore the option of selling a portion of our restaurant operations. During the first quarter of 2024, the Company entered into an agreement with a brokerage firm to have the exclusive rights to offer and sell the Muscle Maker Grill and Pokémoto franchise business and potentially some of the corporate-owned restaurants. Accordingly, the assets and liabilities related to the restaurant operations were classified as held for sale in the Company’s Consolidated Balance Sheets. Throughout most of 2024, the Company considered retaining some Company owned stores due to location and potential training centers that posed challenges for sale. However, in the fourth quarter of 2024, the Company closed its last two corporate owned stores. The Company has drafted an asset purchase agreement, received a $0.1 million deposit, and is engaged in ongoing negotiations regarding the franchise business. Given the sale or pending sale of all of the restaurant operations as of December 31, 2024, we have deemed this to be a strategic shift in business structure as it will eliminate one of our two business segments, which triggered accounting for the restaurant operations as discontinued operations. The Company performed an impairment test on the net assets of the restaurant operations as of September 30, 2025, noting the carrying amount was less than the fair value less cost to sell. The amount of loss from discontinued operations is disclosed in the Unaudited Consolidated Statements of Income and Other Comprehensive Income / (Loss). Discontinued operations were as follows:
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
| $’000 |  | $’000 |  | $’000 |  | $’000
Revenues | 460 |  |  | 829 |  |  | 1,237 |  |  | 4,003 |
Cost of goods sold | — |  |  | (563) |  |  | — |  |  | (3,113) |
Gross profit | 460 |  |  | 266 |  |  | 1,237 |  |  | 890 |
Depreciation and amortization expenses | — |  |  | — |  |  | — |  |  | (189) |
Franchise advertising fund expenses | (33) |  |  | (12) |  |  | (68) |  |  | (40) |
Post-closing expenses | — |  |  | (91) |  |  | (59) |  |  | (120) |
Sales, general and administrative expenses | (479) |  |  | (822) |  |  | (1,100) |  |  | (2,252) |
Income / (loss) from discontinued operations | (52) |  |  | (659) |  |  | 10 |  |  | (1,711) |
Other income | 2 |  |  | — |  |  | 3 |  |  | 19 |
Interest expense, net | 12 |  |  | (6) |  |  | 1 |  |  | (21) |
Income / (loss) from discontinued operations before income tax | (38) |  |  | (665) |  |  | 14 |  |  | (1,713) |
Income tax benefit / (expense) from discontinued operations | — |  |  | — |  |  | — |  |  | — |
Income / (loss) from discontinued operations | (38) |  |  | (665) |  |  | 14 |  |  | (1,713) |

X
- References No definition available. + Details
Name: | us-gaap_DiscontinuedOperationsAndDisposalGroupsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/360/tableOfContent + Details
Name: | us-gaap_DisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration