Sadot Group Inc.

Welcome to the CDOT Group Inc. Q1 2024 earnings conference call. Today's call is being recorded and all participants will be in listen only mode. After management's prepared remarks, we will take questions from selected analysts. 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 Heating Risk Factors in CDOT Group Inc.'s most recently filed Form 10Q and Form 10K and elsewhere in documents that CDOT 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 CDOT 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 thousand and percentages have been rounded to the closest percent unless otherwise noted and all numbers disclosed in this report are the amounts associated with CDOT Group Inc. and exclude the portion related to the non-controlling interests. On this call, we will refer to CDOT Group Inc. as CDOT Group or the company. With me on the call today are CDOT Group Inc.'s Chief Executive Officer Michael Roper and Chief Financial Officer Jennifer Black. Michael and Jennifer will be presenting prepared remarks related to CDOT Group's financials filed on May 15th, 2024, and those documents may be found on the company's website, Newswire feeds and on the SEC's website linked from the CDOT Group Inc.'s website at CDOTGroupinc.com under the Investor tab. At this point, I would like to turn it over to CDOT Group's Michael Roper. Michael?

Thanks, Operator. Good morning, everyone. Thank you for joining us today as we present the results of our first quarter ending March 31, 2024. For the quarter ending March 31, 2024, our net loss improved by approximately $801,000 as compared to Q1, 2023. The company had Q1, 2024 revenues of $108 million, resulting in a net loss of approximately $265,000, a considerable improvement compared to a net loss of approximately $1.1 million for Q1, 2023. In addition, the company's Q1, 2024 EBITDA improved, showing a gain of $458,000, marking a positive shift from a $433,000 EBITDA loss in the first quarter of 2023. Jennifer Black, our CFO, will discuss the financials in further detail here shortly. Overall market conditions in the agri-commodity sector presented challenges in Q1. One of the largest challenges was China's unexpected absence in the wheat market. As the world's largest buyer of wheat, China's pause on wheat had a material impact on the market. In addition to the China situation, we also saw softness in overall agri-commodity prices combined with expected seasonality factors. Because of these challenges, we did see a reduction in total revenue for CDOT Group in Q1. Despite the revenue drop to other areas of our business, we were able to improve our net income, improve our EBITDA, increase our total assets, and improve our working capital surplus. Importantly, we believe the market is showing indications that the headwinds on revenue may begin to subside in Q2 and Q3. As a matter of fact, I am pleased to announce that revenue for the month of April 2024 has already shown improvements, with $56 million in revenue coming in for the agri-foods division. I am pleased to report that while we worked to manage trading operations through the Q1 headwinds, we made significant progress on five of our strategic initiatives. First, we initiated the process to sell the CDOT Food Services segment. Recently, in Q2, we signed non-binding LOIs for the sale of Kokimoto and Superfit foods. Both are in their respective due diligence phases. The sale of these assets are subject to customary closing conditions and remain subject to the satisfactory completion of due diligence by any buyer, negotiation and resolution of business and legal issues, negotiation and completion of a mutually satisfactory definitive agreements, and corporate approvals by the parties. There is no guarantee that these transactions will result in the signing of a definitive agreement or a final sale. Second, we plan to expand the role of Fausto Plaza, consultant and manager at CDOT Latam, to play a significant role in the overall company's global trading and farm operations. Fausto brings over two decades of experience in agri-commodity trading and management. Prior to CDOT, he held operational and managerial positions with the global trading powerhouse, Fungi. Third, we opened a new trading office in Brazil with a team of eight experienced agri-commodity traders with revenue expected to come online in late Q2. In the short time since establishment, the team has made significant headway in sourcing products from the upcoming harvest and financing from multinational Brazilian banks. Led by Flavio de Campos and Paulo de Sá, both seasoned executives in international sourcing and trade, we expect a Brazilian subsidiary to substantiate itself in the region and expand CDOT's operations globally. Fourth, we began actively harvesting and have shipped 1,700 metric tons to date of corn under our agreement with the Food Reserve Agency, which was established by the Republic of Zambia. This agreement aims to support the Zambian government's efforts to safeguard national food security. We expect the majority of the revenue from this agreement to be realized in Q2 and potentially in the Q3. Lastly and importantly, we finalized terms with various institutions, providing us with approximately $27 million in trade financing for CDOT Agri-Food's operations moving forward. As we discussed in the past, the immediate growth of CDOT Group hinges on access to trade financing capital for our CDOT Agri-Food's operations. The growth of our top-line revenues and bottom-line margins is directly linked to increasing our access to trade financing. I cannot emphasize enough how important these trade financing facilities are to our growth. Access to such financing would provide us with the flexibility to pursue more agri-commodity trading opportunities, thereby increasing our top-line revenue with the goal of potentially enhancing the company's margins and net income. We are actively working on obtaining more trade finance lines to further support our growth initiatives. Now I'd like to turn the call over to our CFO, Jennifer Black, to review more specifics on the financial performance of the company through the first quarter of 2024. Jennifer?

Thank you, Mike. Before I begin, I'd like to note that our financial results for the quarter ending March 31st, 2024, on Form 10Q were filed with the SEC yesterday, May 15th, 2024, along with the repressed release on the same day. With that, I'd like to give an overview of the financials for the first quarter of 2024. As Mike mentioned in his opening comments, we reported an improvement in the company's net loss by approximately 801,000 year over year. We reported a net loss of approximately $265,000, an improvement compared to a net loss of approximately $1.1 million for the Q1 of 2023 on revenue of $108 million. This revenue was generated by our two business segments, Sadat Agri-Foods and Sadat Food Services Operations. Additionally, our Q1 2024 EBITDA showed a gain of $458,000, marking a positive shift from a $433,000 EBITDA loss in the first quarter of 2023. Our first business segment is Sadat Agri-Foods. Sadat Agri-Foods contributed $106.5 million in revenue in the first quarter and completed 24 transactions in Q1 from our Sadat LLP and Sadat Latam Trading Lines. These 24 transactions were completed across 14 different countries. Sadat Agri-Foods also contains farming operations. The farm is in harvest season with the majority of the revenue from the current harvest expected to be realized in Q2 and potentially into Q3, depending on weather conditions. We have harvested to date over 1,700 metric tons of corn and 500 metric tons of soy that have been delivered to customers and our contract farmer pilot program is just now starting its first deliveries. Our second business segment is Sadat Food Services Operations. As Mike mentioned before, during the first quarter of 2024, the company began actively marketing the sale of the various food service concepts and identified Sadat Food Services as a disposal group that meets the requirements of ASC 360-10. Accordingly, it was classified as health for sale in the company's financials. In Q1, this division's revenue was $1.4 million for the three months ending March 31, 2024 compared to $2.6 million for the three months ending March 31, 2023. This decrease was mainly due to the conversion of certain corporate-owned Pokemoto locations to franchise locations to prepare for this divestiture. Now let me turn to the overall financial picture of Sadat Group. As of March 31, 2024, the company had a cash balance of $1.2 million and a working capital surplus of $13.2 million respectively. This compares to a cash balance of $1.4 million and a working capital surplus of $8.3 million as of December 31, 2023. Our current cash balance is in line with our commitment to deploying capital strategically to enhance our financial position and drive sustainable growth. Our total assets in the first quarter grew to $150.5 million from $62.6 million in the same time in 2023. This was due to significant increases in property equipment, other current assets, and our receivables, accounts receivables. Our total assets did decrease $27.6 million from December 31, 2023. This is due to the timing of payments on accounts receivable and the corresponding accounts payable related to trades. Stock-based expenses for the three months ended March 31, 2024 totaled $800,000 compared to $3.4 million for the three months ended March 31, 2023. The $2.6 million decreased in stock-based expenses is primarily the result of consulting fees due to AGIAA for Sadat Agri-food segment. Based on the renegotiated service agreement with AGIAA, the consulting fees are calculated at approximately 40% of the net income generated by Sadat Agri-foods, which is a decrease from the 80% in 2023. This expense is paid in the vesting and restricted stock that was issued to AGIAA in 2023. As part of the business plan for Sadat Agri-foods, we also enter into forward purchase and sales agreements. We currently have several forward purchases and sales agreements, one for the carbon credit offsets, and in Q4 we entered into two forward sales agreements for soybeans to be delivered in the future. We can enter into forward sales agreements and internally hedge these transactions with the soy grown on the farm. The -to-market gain on these derivative transactions resulted in income of approximately $3.3 million in Q1 of 2024. It is important to note that we have strong revenue streams, have increased our working capital surplus, and we are building our balance sheet, all while making significant strategic changes and achievements for the company. These developments are fortifying our balance sheet, reflecting the strategic investment we've made to bolster our operations. With that, I'd like to turn the call back over to Michael Roper.

Thank you for that financial overview, Jennifer. While we faced some challenges and factors beyond our control this quarter, we stayed the course and adhered to our strategic plan for the company. With every challenge that we overcome, we believe we solidify our presence in the global markets and continue building the strong foundation required for our vision, a strong and significant participant in the global agri-commodities supply chain. We remain dedicated to executing our strategic vision and seizing the opportunities offered by the global food supply chain. Additionally, we are actively exploring options to invest our legacy restaurant brands. In closing, I want to express my gratitude to all our investors and stakeholders for joining us today and for your continued support. Thank you once again for your trust in Sadat Group, Inc. We look forward to the exciting journey ahead and delivering continued success for our investors, stakeholders, and the communities we serve. With that, please give us a few moments while we open up the lines

for questions.

Before we get to questions from our selected analysts,

the team would like to address some questions which we have received from our stakeholders. Jennifer?

Thanks, Operator. We would now like to run through a few questions. The first question is, why did revenue decrease by roughly 50% in Q1 2024 versus Q1 of 2023? Well, the decrease in this quarter's revenue can be attributed to zero percent of the previous quarter's revenue. We have been able to reduce our revenue to a strategic transitional effort in our business model. We are limiting ourselves on extending credit to buyers towards a more secure payment structure. This shift resulted in a temporary reduction in sales volume as we adjusted our operations and renegotiated terms with our clients. While this has impacted our short-term revenue, it has strengthened our financial foundation by reducing credit risks and positioning us for more stable and predictable growth in the future.

In addition to that, there were several underlying market factors that had a considerable impact on the quarter's revenue. The most important factor was a considerable decrease in demand from China and a decrease in overall commodity prices. This resulted in less sales and sales at lower prices. China is the world's largest grain importer and as reported by the U.S. Department of Agriculture in March 2024, 504,000 tons of wheat sales to China had been cancelled. To put this in perspective, this figure is equivalent to about half of the total U.S. wheat shipments to China in all of 2022 and marks the largest cancellation on record dating back to 1999. Our analysis, supported by reporting from Nikkei Asia, indicates that this significant swing appears to be related to the flooding China experienced last summer, which decreased their domestic production. In response, China secured large-scale contracts for high-quality grains from other countries. However, it now appears that buyers are trying to avoid fulfilling costly contracts from the previous periods due to domestic supply issues and are instead repurchasing at lower prices, causing a temporary disruption to the normal agro-commodity trading markets. We view this as an anomalous temporary reset of the market and we anticipate a return to its historical trading patterns will return. This actually reinforces our strategic vision to expand into additional trading markets and types of commodities, as we've done recently with the formation of our additional global trading entities of Sadat Latam last year, and more recently with the establishment of Sadat Brazil to our existing operation centers of Singapore and Dubai. Moreover, we remain open and are actively exploring additional expansion opportunities in the future. But I will emphasize one more time, as indicated, Q2, we're already starting to see some increasing revenues as we reported April revenue to be roughly $56 million. So we're already starting to see a rebound.

All right, the second question we have is why were margins lower than expected and lower than previous quarters? And what should we expect margins to be moving forward? Well, we normally don't provide guidance on future margins due to the volatility in the market. However, trade margins narrowed due to the same market factors previously stated earlier on the call. As commodity prices dropped along with the demand from China, it resulted in a margin squeeze. We believe our global expansion and commodity diversification strategy has the potential to create a positive increase on margins going forward.

Okay, let me see here. Next question. With the NASDAQ extension, what is the company's plan on how they are going to raise the share price above $1? And so, you know, look, we're implementing a multifaceted strategy. First, we're enhancing our operational efficiencies and financial health through the aforementioned strategic shift. Second, we plan to increase our market visibility and investor relation efforts to better communicate our value proposition and future potential. Additionally, we're exploring strategic partnerships and potential acquisitions that align with our core business, which can drive growth and investor confidence. The company believes in our business strategy and executing against the strategy is critical in driving results and demonstrating growth. We also believe that the divestiture of the restaurant services division will be an important driving factor overall, bringing in fresh capital while also reducing corporate overhead. This will allow the company to focus solely on the agribusiness model and help aid in accurately valuing the company. So next question is how will the restaurant sale impact the company? So the restaurant sale is going to mark another significant operational transition towards our focus on the global agri-commodity supply chain. Again, we're going to be focusing on the supply chain. Once sold, we'll expand our existing teams where necessary, bring in additional key members from the team for various verticals, and as we mentioned earlier, use other tools and methods to reach out to the market to better communicate our value proposition and future potential. The next question is what are the terms of the sale of Fokimoto and Superfit Foods? While we can't discuss the terms of the non-binding LOIs, which are under due diligence process, and there's a lot of phases to still go with that, we believe that the terms received on the non-binding LOIs are in line with our expectations. So let me jump into the next question. It's regarding farming. Why is the company doing farming and what is their strategic advantage and will there be expansion? So our involvement in farming is part of a broader strategy to diversify our revenue streams and leverage synergies within the business operations. Farming offers us a strategic advantage by providing a stable supply of raw materials, reducing dependency on external suppliers, and mitigating supply chain risks. Furthermore, it aligns with our basket trading approach by enabling us to manage both current and future agricultural contracts more effectively. As for expansion, we see significant potential in scaling our farming operations, especially as we integrate these activities into the mix. This will enhance our overall market presence and create additional growth opportunities.

In addition, as mentioned earlier in the call, we have the ability to enter into forward sales agreements using our farm commodities. In Q1, we were able to recognize roughly $3.3 million in income on these forward sales agreements. This allows the company to trade year round with the underlying commodity as the collateral, in case the market turns negative to help insulate us from future market fluctuations. We anticipate adding more farms beyond Zambia to the company over time as we build these vertical segments. I believe that's all the questions we have prepared. Operator, would like to open it up for analysts on the call?

Yes, thanks team. I would like to open the call to Erin Gray with AGP first for questions.

Hi, thanks for the questions. So first one for me, just. So, on the rebound of April, $56 million, can you also speak a little bit just from May? Month to date, we're about halfway through now and the makeup of that $56 million. Was there any rebound? From China within that or is that what you're able to sell, you know, not including any rebound from China, trying to get a better picture of how we should think of the run rate, you know, whether or not China doesn't come back in terms of their purchasing habits. Thanks.

Yeah, Erin, let me start and Jennifer can chime in here. Let me talk about the China side of the equation, right? We really, for the month of April, right, did not have, if I'm not mistaken, I don't think we had any trades to China in the month of April. So everything you're seeing is us moving around to different parts of the world. Which is why we expanded into, you know, the time and expanding into Brazil and all that allows us to shift around and do things. Now you can't just do that instantaneously, like overnight. So that's why you see it starting to take effect in April as we start moving into those other markets. We think China will start coming back online, you know, here through the rest of Q2 and into

Q3. And what was

the second part of that question?

I apologize. I was just towards May month today, just if that kind of momentum's continued. Now we're halfway through Q2 here, right?

Yeah, when it comes to the trades, those kind of take time and usually those don't finalize and close out in the accounting process of that till the second half of the month. So, I can't give you an accurate depiction of where we are right now because of the way the timing falls in the accounting for those happen.

Okay, that's helpful. Yeah, so sorry, Aaron, I do want to emphasize as well, you know, when we see the April numbers, as I said, you know, it really doesn't involve anything from China at this stage or to China at this stage, right? So that'll be coming on as we keep moving through Q2 and Q3. However, you know, we also have Brazil coming online where we think our first trade from Brazil happened end of May, beginning of June, somewhere in there. So definitely within Q2. You'll start seeing that come online and then the harvest from the farm in general is going to most of it's going to be in Q2. Some of it could spill into Q3 depending on weather, you know, kind of how that rolls around, but can't control that. But so you do have some some good momentum coming in for the rest of the quarter.

Okay, that's helpful. And then on the margin side, you know, some of the things that you talked about in terms of what's driving the margin pressure. It sounds like it might be a little bit more prolonged and less transitory than just one quarter, just considering the overall environment. You know, we include the agri-food, including your own farming. It looks like it was a negative gross margin for the quarter. I know just trade alone, probably slight positive, but, you know, how do we get to a point? And how far away are we from getting to more and greater gross margins? I know it happened in about the 2% range the first half of last year. So how far away from it returning to that? Or are we going to be in this lower margin levels for the near term, at least? Thanks.

Well, I think part of the key to it is, you know, as we should. So there's two types of trades we've talked about in the past, right? You've got, and they're not very scientifically, it's large trades and small trades, you know, right? So your large trades are more like, you know, entire cargo ships or smaller trades are the containers, right? For lack of better definition. A lot of the orders that were going into China were the larger trades, right? Which tend to have smaller margins than the container type of trades. So as we shift more into the container trades, and the smaller types of trades that we're generating through Latam and Brazil and those type of things, you should start seeing some margin increase on those. Then you start compounding it with, you know, potentially changing to the other commodities that might be more beneficial. You can't do that overnight, okay? But if we wanted to get into, you know, some different type of commodities that have better margins, we can start to do that. And again, that's as you start expanding in these different parts of the world, those things start coming into play. As a matter of fact, in part of Q1 and now into Q2, we're starting to see some other commodities come into play, like sunflower seeds and those type of things, right? That are there. So you combine that with, you know, getting the farm operations up and running and some of the other, you know, initiatives we have going on, we think we'll see some margin increase, but it's hard for us to predict it exactly, obviously, with the different volatile markets that are out there.

Okay, that's helpful. And the last question for me, just in terms of some of the credit terms that you made reference to and it potentially causing you to rationalize some of your customer base. I mean, there's, is there any type of AR issue that you guys were having? It doesn't look like there was any, like, doubtful accounts on the balance sheet and AR kind of came down. So could you just expand on that commentary that you made?

Yeah, absolutely. So no, we have, we don't have any AR issues right now at this time. But what you don't want to do is you don't want to overextend. You know, you do your KYC checks and your credit checks over your customers and you don't want to make sure, I mean, you don't want to have too much outstanding to one customer at one time just for the liability's sake of the company. And so we have made sure to look at those closely and only, you know, and limit the amount that we have outstanding to one customer at a time, just to minimize our risk and to make sure we're set in a good position.

Okay, great. Thanks for the answers. Then I'll jump back in the queue.

Thanks, Aaron. Now I'd like to open the call to Tom Kerr with Zachs

for questions.

Good afternoon, guys. One more clarification on the China business. Are you implying that the China business and the wheat business is a large, disproportional part of your overall business? Or were you more referring to sort of the derivative of the effects of that, those China actions?

Yeah, I guess maybe a little of both. You know, so, you know, our main commodities that we trade, you know, today is corn, soy and wheat, right? So, you know, just by that, you know, alone, it can, you know, be a big portion of what we trade. China is not the only place that we trade wheat with, though, right? So we have other parts of the world, right? There's wheat that comes out of Brazil, there's wheat that comes out, you know, whatever, different parts of the world on things. So it didn't lock it totally up where things are at. Yeah.

And like, when you look into Q1 of this year, and you look at our trades that we did, over 35% of our trades were wheat in different countries throughout the world.

Okay. And then on that note, do you have the flexibility to go into other commodities relatively quickly? Because not all commodities declined in the first quarter, you know, cocoa beans were strong, copper was strong. Right. What sort of ability do you have to just explore other commodities?

Yeah, there's the abilities there. And as I said, we started to get into some other commodities like sunflower, and there was a couple others, I can't remember off the top of my head, what those commodities were, we started to move into them. It's not as straightforward, though, as us just, you know, determining suddenly going, hey, we want to get into X commodity, right, we're going to start doing it tomorrow. Your traders are experts in these different areas, right? So you got to, you know, strategically plan on this is the what do you really want to trade into? Okay, there's going to be fluctuations up and down on stuff, but you start to, you know, expand your personnel or whatever that are there and their expertise, right. And so that's why you bring on these different trading arms. It's not just expertise in different countries and trade routes, but it's also expertise in those individual commodities. So yeah, we do have the ability to shift into those things. But I don't want I don't want people to think I can shift into, you know, whatever X commodity, you know, next week, you know, you got to bring a team on and then you got to, you know, get them integrated into the company or whatever. But that's exactly what we're in the process of doing. You know, with Brazil, and then we did with Tom and we're constantly looking at other areas, not only from geography purpose, but also commodities as well, because we do want to have a more extensive basket, if you want to say, right, and things to trade around and do but you know, obviously, we started with the main ones, the wheat, the corn and the soy, those are the big ones that are out there.

Got it got it. That makes sense. And on the trade financing, the 26 million, how does that how do we figure out how that translates into revenue? So it's not a one to one is it where 26 million trade financing gets you 26 million revenues? Or is there like a derivative from that that expands? Hope that made sense.

So that so the trade lines and stuff like that all work differently. They're not all like a direct here's $26 million, just go buy it. Most of these are set up based off of the purchasers and give us extended terms to get these transactions done. So there isn't a one for one like you were saying, however, it does significantly increase the amount of trades that we can do with those funds, which would should generate additional revenue. And margins in there.

Got it. One more for me. I'll get back in the queue on the restaurant business. I know you can't talk about the terms of the hookah moto and superfit that are being done. But can you at least say if there are you expect cash proceeds that can be invested in the agribusiness? Right. What do you

Oh,

thank will be distributed. I believe that's what he said. Yeah, yeah. If

those are good, go ahead. No, I was just trying to figure out what your question is. In reality. You know, so the the sale of the of the you know, or the terms of the non binding LOIs right just just in general are where we thought, you know, we're happy with it, right? We thought it's coming in where we thought it would come in. Right. And the idea there is it brings in fresh capital into the business, which is going to allow us to, you know, invest in the agriside of the business. Right. And so whether that's bringing in more personnel, whether it's expanding, whether it's an acquisition, whatever it is, right, it's going to allow us to you know, really start focusing on the agribusiness model, which has been our strategy since, you know, we did the pivot right into this whole little scenario is to be able to focus on that.

Right. Okay, yeah, I was just trying to get up. I was trying to get you to give me how much cash is gonna be coming in. Okay, time you do this every single time we talk. Last one on that the Muscle Maker Grill wasn't mentioned is that still up for sale or is there plans for that or is that a separate issue?

Yeah, no. So when we look at the restaurant, you know, operations, there's three main divisions in there, right. Pokey Moto, Muscle Maker Grill and Superfit Foods. Pokey Moto is the largest one. We just started focusing on that first. Superfit Foods kind of came along at the same time. You know, it's kind of, you know, happened, you know, if you want to say, right. We haven't necessarily actively pushed Muscle Maker Grill yet. Although we do have an interested party that we're talking to. We're not at the LOI stage with it yet, but we do have some interest that's out there. So as soon as we complete, you know, these other transactions, then we'll start focusing on the Muscle Maker Grill side

as well. Sounds good. I'll get back at the queue.

Thanks, Tom. That concludes our Q&A portion of

the call. Mr. Roper, any final comments?

Yeah, other than just, you know, letting everybody know, you know, we did have, you know, a challenge in Q1. I think we're, you know, we worked our way around it as best we could. We had some other positive, you know, results for the quarter that came in there from EBITDA and, and, you know, net income and all those different things that we talked about. And so it's pretty encouraging from that perspective. We know we're executing against our plan. We know where we want to go. We have confidence in it. You know, we consider ourselves a growing company and just pretty excited about everything that's happening out there. And I do appreciate all the investment community, shareholders, stakeholders, all that, you know, that are out there. You know, thanks for, you know, investing in us and having confidence in us and look forward to

what the next quarter in the near future brings.

Thank you, everyone. That concludes our call.