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Where Food Comes From, Inc. - Quarter Report: 2022 September (Form 10-Q)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
  For the Quarterly period ended September 30, 2022
   
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
  For the transition period from ____________ to _____________

 

Commission File No. 001-40314

 

WHERE FOOD COMES FROM, INC.

(exact name of registrant as specified in its charter)

 

Colorado   43-1802805

(State or other jurisdiction
of incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

202 6th Street, Suite 400

Castle Rock, CO 80104

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code:

(303) 895-3002

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a small reporting company. See definitions of “large accelerated filer” and “accelerated filer” and “smaller reporting entity” in Rule 12b-2 of the Exchange Act.

 

  Large accelerated filer:   Accelerated filer:
  Non-accelerated filer:   Smaller reporting company:
  Emerging growth company      

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.001 par value   WFCF   The NASDAQ Stock Market LLC

 

The number of shares of the registrant’s common stock, $0.001 par value per share, outstanding as of October 31, 2022, was 5,832,108.

 

 

 

 

 

 

Where Food Comes From, Inc.

Table of Contents

September 30, 2022

 

  Part 1 - Financial Information  
     
Item 1. Financial Statements 3
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 20
     
Item 4. Controls and Procedures 26
     
  Part II - Other Information  
     
Item 1. Legal Proceedings 27
     
Item 1A. Risk Factors 27
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 27
     
Item 6. Exhibits 27

 

2

 

 

Where Food Comes From, Inc.

Consolidated Balance Sheets

 

     September 30,     December 31, 
(Amounts in thousands, except per share amounts)  2022   2021 
   (Unaudited)     
Assets          
Current assets:          
Cash and cash equivalents  $6,006   $5,414 
Accounts receivable, net of allowance   2,851    2,178 
Inventory   874    767 
Prepaid expenses and other current assets   1,007    325 
Total current assets   10,738    8,684 
Property and equipment, net   1,032    1,295 
Right-of-use assets, net   2,656    2,823 
Investment in Progressive Beef   991    991 
Intangible and other assets, net   2,446    2,581 
Goodwill   2,946    2,946 
Deferred tax assets, net   523    464 
Total assets  $21,332   $19,784 
           
Liabilities and Equity          
Current liabilities:          
Accounts payable  $950   $447 
Accrued expenses and other current liabilities   2,273    710 
Deferred revenue   1,753    1,513 
Current portion of finance lease obligations   10    13 
Current portion of operating lease obligations   335    313 
Total current liabilities   5,321    2,996 
Finance lease obligations, net of current portion   12    19 
Operating lease obligation, net of current portion   2,832    3,020 
Total liabilities   8,165    6,035 
           
Commitments and contingencies   -       
           
Equity:          
Preferred stock, $0.001 par value; 5,000 shares authorized; none issued or outstanding   -    - 
Common stock, $0.001 par value; 95,000 shares authorized; 6,495 (2022) and 6,489 (2021) shares issued, and  5,873 (2022) and 6,071 (2021) shares outstanding   6    6 
Additional paid-in-capital   12,076    11,955 
Treasury stock of 621 (2022) and 419 (2021) shares   (6,014)   (3,807)
Retained earnings   7,099    5,595 
Total equity   13,167    13,749 
Total liabilities and stockholders’ equity  $21,332   $19,784 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

3

 

 

Where Food Comes From, Inc.

Consolidated Statements of Operations

(Unaudited)

 

(Amounts in thousands, except per share amounts)    2022     2021 
   Three months ended September 30, 
(Amounts in thousands, except per share amounts)  2022   2021 
Revenues:        
Verification and certification service revenue  $5,169   $4,701 
Product sales   1,588    1,383 
Software and related consulting revenue   508    461 
Total revenues   7,265    6,545 
Costs of revenues:          
Costs of verification and certification services   2,900    2,438 
Costs of products   826    864 
Costs of software and related consulting   359    315 
Total costs of revenues   4,085    3,617 
Gross profit   3,180    2,928 
Selling, general and administrative expenses   2,106    1,790 
Income from operations   1,074    1,138 
Other income/(expense):          
Dividend income from Progressive Beef   50    30 
Other income, net   1    - 
Impairment of digital assets   (42)   - 
Loss on foreign currency exchange   -    (2)
Interest expense   -    (1)
Income before income taxes   1,083    1,165 
Income tax expense   298    298 
Net income  $785   $867 
           
Per share - net income:          
Basic  $0.13   $0.14 
Diluted  $0.13   $0.14 
           
Weighted average number of common shares outstanding:          
Basic   5,936    6,094 
Diluted   6,016    6,157 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

4

 

 

Where Food Comes From, Inc.

Consolidated Statements of Operations

(Unaudited)

 

(Amounts in thousands, except per share amounts)    2022     2021 
   Nine months ended September 30, 
(Amounts in thousands, except per share amounts)  2022   2021 
Revenues:          
Verification and certification service revenue  $12,917   $11,659 
Product sales   3,473    3,071 
Software and related consulting revenue   2,362    1,396 
Total revenues   18,752    16,126 
Costs of revenues:          
Costs of verification and certification services   7,261    6,363 
Costs of products   1,885    1,969 
Costs of software and related consulting   1,899    995 
Total costs of revenues   11,045    9,327 
Gross profit   7,707    6,799 
Selling, general and administrative expenses   5,697    5,290 
Income from operations   2,010    1,509 
Other income/(expense):          
Dividend income from Progressive Beef   150    90 
Other income, net   2    1 
Loan forgiveness from Paycheck Protection Program   -    1,037 
Gain on sale of assets   -    9 
Impairment of digital assets   (42)   - 
Loss on foreign currency exchange   (35)   (9)
Interest expense   (2)   (5)
Income before income taxes   2,083    2,632 
Income tax expense   579    413 
Net income  $1,504   $2,219 
           
Per share - net income:          
Basic  $0.25   $0.36 
Diluted  $0.25   $0.36 
           
Weighted average number of common shares outstanding:          
Basic   6,019    6,146 
Diluted   6,101    6,207 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

5

 

 

Where Food Comes From, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

 

(Amounts in thousands)    2022     2021 
   Nine months ended September 30, 
(Amounts in thousands)  2022   2021 
         
Operating activities:          
Net income  $1,504   $2,219 
Adjustments to reconcile net income to net cash  provided by operating activities:          
Depreciation and amortization   583    601 
Impairment of digital assets   42    - 
Gain on sale of assets   -    (9)
Stock-based compensation expense   102    222 
Deferred tax benefit   (59)   (8)
Bad debt expense   40    45 
Forgiveness of note payable from Paycheck Protection Program   -    (1,037)
Changes in operating assets and liabilities:          
Accounts receivable   (713)   135 
Inventory   (107)   (870)
Prepaid expenses and other assets   (682)   308 
Accounts payable   503    247 
Accrued expenses and other current liabilities   1,560    747 
Deferred revenue   240    429 
Right of use assets and liabilities, net   (7)   4 
Net cash provided by operating activities   3,006    3,033 
           
Investing activities:          
Purchase of digital assets   (178)   - 
Purchases of property, equipment and software development costs   (41)   (176)
Net cash used in investing activities   (219)   (176)
           
Financing activities:          
Repayments of finance lease obligations   (7)   (7)
Proceeds from stock option exercise   19    45 
Dividends paid to shareholders   -    (914)
Stock repurchase under Stock Buyback Plan   (2,207)   (713)
Net cash used in financing activities   (2,195)   (1,589)
Net change in cash   592    1,268 
Cash at beginning of period   5,414    4,374 
Cash at end of period  $6,006   $5,642 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

6

 

 

Where Food Comes From, Inc.

Consolidated Statement of Equity

(Unaudited)

 

(Amounts in thousands)  Shares   Amount   Capital   Stock   Earnings   Total 
           Additional             
   Common Stock   Paid-in   Treasury   Retained     
(Amounts in thousands)  Shares   Amount   Capital   Stock   Earnings   Total 
                         
Balance at December 31, 2020   6,118   $6   $11,612   $(2,702)  $3,548   $12,464 
Stock-based compensation expense   -    -    25    -    -    25 
Stock options exercised   18    -    40    -    -    40 
Repurchase of common shares under Stock Buyback Plan   (29)   -    -    (411)   -    (411)
Net loss   -    -    -    -    1,150    1,150 
Balance at March 31, 2021   6,107   $6   $11,677   $(3,113)  $4,698   $13,268 
                               
Stock-based compensation expense   -    -    29    -    -    29 
Stock options exercised   1    -    4    -    -    4 
Repurchase of common shares under Stock Buyback Plan   (13)   -    -    (195)   -    (195)
Net income   -    -    -    -    202    202 
Balance at June 30, 2021   6,095   $6   $11,710   $(3,308)  $4,900   $13,308 
                               
Stock-based compensation expense   10    -    168    -    -    168 
Stock options exercised   -    -    1    -    -    1 
Repurchase of common shares under Stock Buyback Plan   (8)         -    -    (107)   -    (107)
Dividends paid   -    -    -    -    (914)   (914)
Net income   -    -    -    -    867    867 
Balance at September 30, 2021   6,097   $6   $11,879   $(3,415)  $4,853   $13,323 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

7

 

 

Where Food Comes From, Inc.

Consolidated Statement of Equity

(Unaudited)

 

           Additional             
   Common Stock   Paid-in   Treasury   Retained     
(Amounts in thousands)  Shares   Amount   Capital   Stock   Earnings   Total 
                         
Balance at December 31, 2021   6,071   $6   $11,955   $(3,807)  $5,595   $13,749 
Stock-based compensation expense   2           -    51    -    -    51 
Repurchase of common shares under Stock Buyback Plan   (34)   -    -    (422)   -    (422)
Net income   -    -    -    -    497    497 
Balance at March 31, 2022   6,039   $6   $12,006   $(4,229)  $6,092   $13,875 
                               
Stock-based compensation expense   -    -    32    -    -    32 
Stock options exercised   1    -    7    -    -    7 
Repurchase of common shares under Stock Buyback Plan   (61)   -    -    (648)   -    (648)
Net income   -    -    -    -    222    222 
Balance at June 30, 2022   5,979   $6   $12,045   $(4,877)  $6,314   $13,488 
                               
Stock-based compensation expense   -    -    19    -    -    19 
Stock options exercised   3    -    12    -    -    12 
Repurchase of common shares under Stock Buyback Plan   (109)   -    -    (1,137)   -    (1,137)
Net income   -    -    -    -    785    785 
Balance at September 30, 2022   5,873   $6   $12,076   $(6,014)  $7,099   $13,167 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

8

 

 

Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

(Unaudited)

 

Note 1 - The Company and Basis of Presentation

 

Business Overview

 

Where Food Comes From, Inc. is a Colorado corporation based in Castle Rock, Colorado (“WFCF”, the “Company,” “our,” “we,” or “us”). We are an independent, third-party food verification company conducting both on-site and desk audits to verify that claims being made about livestock, food, other high-value specialty crops, agricultural and aquaculture products are accurate. We care about food, agricultural and aquaculture products, how it is grown and raised, the quality of what we eat, what farmers and ranchers do, and authentically telling that story to the consumer. Our team visits farms and ranches and looks at their plants, animals, and records, and compares the information we collect to specific standards or claims that farms and ranches want to make about how they are producing food. We strive to ensure that everyone involved in the food business - from growers and farmers to retailers and shoppers – can count on WFCF to provide authentic and transparent information about the food we eat and how, where, and by whom it is produced.

 

We also provide a wide range of professional services and technology solutions that generate incremental revenue specific to the food and agricultural industry and drive sustainable value creation. Finally, the Company’s Where Food Comes From Source Verified® retail and restaurant labeling program utilizes the verification of product attributes to connect consumers directly to the source of the food they purchase through product labeling and web-based information sharing and education.

 

Most of our customers are located throughout the United States.

 

Basis of Presentation

 

Our unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the results of operations, financial position and cash flows of Where Food Comes From, Inc. and its subsidiaries, Where Food Comes From Organic, Inc. (“WFCFO”), Validus Verifications Services, LLC (“Validus”), Sterling Solutions (“Sterling”), SureHarvest Services, Inc. (“SureHarvest”), and Postelsia Holdings, Ltd. (“Postelsia”) (collectively referred to as “we,” “us,” and “our” throughout this Form 10-Q). The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues, costs and expenses during the reporting period. All significant intercompany transactions and amounts have been eliminated. The results of businesses acquired are included in the consolidated financial statements from the date of the acquisition. Actual results could differ from the estimates.

 

The consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with our audited financial statements and footnotes thereto for the year ended December 31, 2021, included in our Form 10-K filed on February 28, 2022. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. However, we believe that the disclosures are adequate to make the information presented not misleading. Certain prior year amounts have been reclassified to conform to current year presentation. Net income and shareholders’ equity were not affected by these reclassifications. The financial statements reflect all adjustments (consisting primarily of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of our financial position and results of operations. The consolidated operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for any other interim period of any future year.

 

9

 

 

Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

(Unaudited)

 

Seasonality

 

Our business is subject to seasonal fluctuations. Significant portions of our verification and certification service revenue are typically realized during late May through early October when the calf marketings and the growing seasons are at their peak. Because of the seasonality of the business and our industry, results for any quarter are not necessarily indicative of the results that may be achieved for any other quarter or for the full fiscal year.

 

Recent Accounting Pronouncements

 

The Financial Accounting Standards Board (FASB) Accounting Standards Codification is the sole source of authoritative GAAP other than SEC issued rules and regulations that apply only to SEC registrants. The FASB issues an Accounting Standards Update (ASU) to communicate changes to the codification. The Company considers the applicability and impact of all ASU’s. ASU’s were assessed and determined to be either not applicable or are not expected to have a material impact on the consolidated financial statements.

 

Note 2 – Basic and Diluted Net Income per Share

 

Basic net income per share was computed by dividing income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted net income per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and restricted stock awards are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

 

The following is a reconciliation of the share data used in the basic and diluted income per share computations (amounts in thousands):

 

     2022     2021     2022     2021 
   Three months ended
September 30,
  

Nine months ended
September 30,

 
   2022   2021   2022   2021 
Basic:                
Weighted average shares outstanding   5,936    6,094    6,019    6,146 
                     
Diluted:                    
Weighted average shares outstanding   5,936    6,094    6,019    6,146 
Weighted average effects of dilutive securities   80    63    82    61 
Total   6,016    6,157    6,101    6,207 
                     
Antidilutive securities:   17    17    17    17 

 

The effect of the inclusion of the antidilutive shares would have resulted in an increase in earnings per share. Accordingly, the weighted average shares outstanding have not been adjusted for antidilutive shares.

 

10

 

 

Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

(Unaudited)

 

Note 3 - Investment in Progressive Beef, LLC

 

For the three months ended September 30, 2022 and 2021, the Company received dividend income from Progressive Beef of $50,000 and $30,000, respectively, representing a distribution of their earnings. For the nine months ended September 30, 2022 and 2021, the Company received dividend income totaling $150,000 and $90,000, respectively. The income is reflected within the “Other income/(expense)” section of the Company’s Consolidated Statement of Operations for the three and nine months ended September 30, 2022 and 2021.

 

Note 4 – Intangible and Other Assets

 

The following table summarizes our intangible and other assets (amounts in thousands, except useful life):

 

   September 30,   December 31,   Estimated
   2022   2021   Useful Life
Intangible assets subject to amortization:             
Tradenames and trademarks  $417   $417   2.5 - 8.0 years
Accreditations   75    75   5.0 years
Customer relationships   3,664    3,664   3.0 - 15.0 years
Patents   970    970   4.0 years
Non-compete agreements   121    121   5.0 years
Intangible and other assets, gross   5,247    5,247    
Less accumulated amortization   3,426    3,154    
Intangible and other assets, Net   1,821    2,093    
Cryptocurrency (not subject to amortization)   136    -    
Tradenames/trademarks (not subject to amortization)   465    465    
Intangible assets   2,422    2,558    
Other assets   24    23    
Intangible and other assets:  $2,446   $2,581    

 

In June 2022, we purchased an aggregate of $178,000 in Bitcoin (a “cryptocurrency” or “digital asset”) and currently account for all digital assets held as indefinite-lived intangible assets in accordance with ASC 350, Intangibles-Goodwill and Other. We have ownership of and control over our digital assets and may use a third-party custodial service to secure it. The digital assets are initially recorded at cost and are subsequently remeasured on the consolidated balance sheet at cost, net of any impairment losses incurred since acquisition, if applicable.

 

We determine the fair value of our digital assets on a quarterly basis in accordance with ASC 820, Fair Value Measurement, based on quoted prices on the active exchange(s) that we have determined is the principal market for such assets (Level 1 inputs). We perform an analysis each quarter to identify whether significant events or changes in circumstances, indicate that it is more likely than not that our digital assets are permanently impaired. In determining if an impairment has occurred, we consider the lowest market price of one unit of digital asset quoted on an active exchange since acquiring the digital asset. If the current carrying value of a digital asset significantly exceeds the fair value so determined, a permanent impairment loss has occurred with respect to the digital assets in the amount equal to the difference between their carrying values and the price determined.

 

Impairment losses are recognized within the Other income / (expense) section in the consolidated statements of operations in the period in which the impairment is identified. The impaired digital assets are written down to their fair value at the time of impairment and this new cost basis will not be adjusted upward for any subsequent increase in fair value. Gains are not recorded until realized upon sale(s), at which point they are presented net of any impairment losses for the same digital assets held within Other income / (expense). In determining the gain to be recognized upon sale, we calculate the difference between the sales price and carrying value of the digital assets sold immediately prior to sale.

 

11

 

 

Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

(Unaudited)

 

For the three and nine months ended September 30, 2022, we have not sold any digital assets and have recognized an impairment loss of $42,000. As of September 30, 2022, the carrying value of our digital assets held was $136,000.

 

Note 5 – Accrued Expenses and Other Current Liabilities

 

The following table summarizes our accrued expenses and other current liabilities as of (amounts in thousands):

 

   September 30,   December 31, 
   2022   2021 
         
Income and sales taxes payable  $838   $185 
Payroll related accruals   1,133    288 
Customer deposits   71    76 
Professional fees and other expenses   231    161 
Accrued expenses and other current liabilities   $2,273   $710 

 

Note 6 – Notes Payable

 

Unison Revolving Line of Credit

 

The Company has a revolving line of credit (“LOC”) agreement which matures April 12, 2025. The LOC provides for $75,080 in working capital. The interest rate is at the Wall Street Journal prime rate plus 1.50% and is adjusted daily. Principal and interest are payable upon demand, but if demand is not made, then annual payments of accrued interest only are due, with the principal balance due on maturity. As of September 30, 2022 and December 31, 2021, the effective interest rate was 7.75% and 4.75%, respectively. The LOC is collateralized by all the business assets of Where Food Comes From Organic, Inc. (“WFCFO”). As of September 30, 2022, and December 31, 2021, there were no amounts outstanding under this LOC.

 

Note 7 – Stock-Based Compensation

 

In addition to cash compensation, the Company may compensate certain service providers, including employees, directors, consultants, and other advisors, with equity-based compensation in the form of stock options, stock awards and restricted stock awards. The Company recognizes all equity-based compensation as stock-based compensation expense based on the fair value of the compensation measured at the grant date. For stock options, fair value is calculated at the date of grant using the Black-Scholes-Merton option pricing model. For stock awards and restricted stock awards, fair value is the closing stock price for the Company’s common stock on the grant date. The expense is recognized over the vesting period of the grant. For the periods presented, all stock-based compensation expense was classified as a component within selling, general and administrative expense in the Company’s consolidated statements of operations.

 

12

 

 

Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

(Unaudited)

 

The amount of stock-based compensation expense is as follows (amounts in thousands):

 

   2022   2021   2022   2021 
   Three months ended September 30,   Nine months ended September 30, 
   2022   2021   2022   2021 
Stock options  $19   $42   $82   $95 
Stock awards   -    126    20    126 
Restricted stock awards   -    -    -    1 
Total  $19   $168   $102   $222 

 

During the three and nine months ended September 30, 2022, no stock options were awarded. During the three months ended September 30, 2021, no stock options were awarded. During the nine months ended September 30, 2021, the Company awarded stock options to purchase 17,000 shares of the Company’s common stock at an exercise price of $14.77 to employees of the Company. No other stock awards or options were granted during the nine months ended September 30, 2021.

 

During the three months ended September 30, 2022, no shares of the Company’s common stock were awarded to employees. During the nine months ended September 30, 2022, the Company awarded 1,500 shares of the Company’s common stock at a fair market value price of $13.45 per share to an employee of the Company.

 

During the three months ended September 30, 2021, the Company awarded 10,000 shares of the Company’s common stock at a fair market value price of $12.62 per share to an employee of the Company. No additional shares were awarded during the nine months ended September 30, 2021.

 

The estimated unrecognized compensation cost from unvested awards which will be recognized ratably over the remaining vesting phase is as follows (amounts in thousands):

 

Years ended December 31st:  Unvested stock options   Unvested restricted stock awards   Total unrecognized compensation expense 
2022 (remaining three months)  $      16   $      -   $      16 
2023   40    -    40 
2024   11    -    11 
2025   -    -    - 
   $67   $-   $67 

 

Equity Incentive Plans

 

Our 2006 Equity Incentive Plan (the “2006 Plan”) and 2016 Equity Incentive Plan (the “2016 Plan,” and together with the 2006 Plan, the “Plans”) provide for the issuance of stock-based awards to employees, officers, directors and consultants. The Plans permit the granting of stock awards and stock options. The vesting of stock-based awards is generally subject to the passage of time and continued employment through the vesting period.

 

13

 

 

Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

(Unaudited)

 

Stock Option Activity

 

Stock option activity under our Equity Incentive Plans is summarized as follows:

 

 
 
 
 
 
 
 
Number of
awards
 
 
 
 
 
 
Weighted
avg.
exercise
price per share
 
 
 
 
 
 
Weighted avg.
grant date fair
value per share
 
 
 
 
 
 
Weighted avg.
remaining contractual
life (in years)
 
 
 
 
 
 
 
Aggregate
intrinsic value
 
 
 
                     
Outstanding, December 31, 2021   100,235   $8.36   $7.53    5.88   $620,445 
Granted   -   $-   $-    -      
Exercised   (4,000)  $4.85   $4.84    0.09      
Expired/Forfeited   -   $-   $-    -      
Outstanding, September 30, 2022   96,235   $8.67   $7.64    5.56   $178,195 
Exercisable, September 30, 2022   82,578   $7.82   $7.22    5.04   $174,268 
Unvested, September 30, 2022   13,657   $13.61   $10.22    8.55   $3,927 

 

The aggregate intrinsic value represents the total pre-tax intrinsic value (the aggregate difference between the closing price of our common stock on September 30, 2022 and the exercise price for the in-the-money options) that would have been received by the option holders if all the in-the-money options had been exercised on September 30, 2022.

 

Stock Activity

 

Non-vested stock award activity under our Equity Incentive Plans is summarized as follows:

 

       Weighted avg. 
   Number of   grant date 
   shares   fair value 
Non-vested shares, December 31, 2021   -   $- 
Granted   1,500   $13.45 
Vested   (1,500)  $13.45 
Forfeited   -   $- 
Non-vested shares, September 30, 2022   -   $- 

 

Note 8 – Income Taxes

 

Deferred tax assets and liabilities have been determined based upon the differences between the financial statement amounts and the tax bases of assets and liabilities as measured by enacted tax rates expected to be in effect when these differences are expected to reverse. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

 

The provision or benefit for income taxes is recorded at the end of each interim period based on the Company’s best estimate of its effective income tax rate expected to be applicable for the full fiscal year. For the three and nine months ended September 30, 2022 we recorded an income tax expense of approximately $298,000 and $579,000, respectively, compared to income tax expense of $298,000 and $413,000 for the same 2021 periods. The effective tax rate for the nine months ended September 30, 2021 was favorably impacted by the non-taxability of the PPP loan forgiveness income.

 

14

 

 

Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

(Unaudited)

 

Note 9 - Revenue Recognition

 

Disaggregation of Revenue

 

We have identified three material revenue categories in our business: (i) verification and certification service revenue, (ii) product sales, (iii) software and related consulting revenue.

 

Revenue attributable to each of our identified revenue categories is disaggregated in the table below (amounts in thousands).

 

 

                                         
   Three months ended September 30, 2022   Three months ended September 30, 2021 
   Verification and Certification Segment   Software Sales and Related Consulting Segment   Eliminations and Other   Consolidated Totals   Verification and Certification Segment   Software Sales and Related Consulting Segment   Eliminations and Other   Consolidated Totals 
Revenues:                                        
Verification and certification service revenue  $5,169   $-   $        -   $5,169   $4,701   $-   $       -   $4,701 
Product sales   1,588    -    -    1,588    1,383    -    -    1,383 
Software and related consulting revenue   -    508    -    508    -    461    -    461 
Total revenues  $6,757   $508   $-   $7,265   $6,084   $461   $-   $6,545 

 

                                         
   Nine months ended September 30, 2022   Nine months ended September 30, 2021 
   Verification and Certification Segment   Software Sales and Related Consulting Segment   Eliminations and Other   Consolidated Totals   Verification and Certification Segment   Software Sales and Related Consulting Segment   Eliminations and Other   Consolidated Totals 
Revenues:                                        
Verification and certification service revenue  $12,917   $-   $         -   $12,917   $11,659   $-   $      -   $11,659 
Product sales   3,473    -    -    3,473    3,071    -    -    3,071 
Software and related consulting revenue   -    2,362    -    2,362    -    1,396    -    1,396 
Total revenues  $16,390   $2,362   $-   $18,752   $14,730   $1,396   $-   $16,126 

 

 

Contract Balances

 

As of September 30, 2022 and December 31, 2021, accounts receivable from contracts with customers, net of allowance for doubtful accounts, was approximately $2.9 and $2.2 million, respectively.

 

As of September 30, 2022 and December 31, 2021, deferred revenue from contracts with customers was approximately $1.8 and $1.5 million, respectively. The balance of the contract liabilities at September 30, 2022 and December 31, 2021 are expected to be recognized as revenue within one year or less of the invoice date.

 

The following table reflects the changes in our contract liabilities during the nine month period ended September 30, 2022 (amounts in thousands):

 

      
Deferred revenue:     
Unearned revenue December 31, 2021  $1,513 
Unearned billings   4,440 
Revenue recognized   (4,200)
Unearned revenue September 30, 2022  $1,753 

 

15

 

 

Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

(Unaudited)

 

Note 10 – Leases

 

The components of lease expense were as follows (amounts in thousands):

Schedule of Lease Expense 

   2022   2021   2022   2021 
  

Three months ended

September 30,

   Nine months ended
September 30,
 
   2022   2021   2022   2021 
Operating lease cost  $122   $121   $368   $353 
Finance lease cost                    
Amortization of assets   2    2    7    7 
Interest on finance lease obligations   1    1    2    3 
Variable lease cost   -    -    -    - 
Total net lease cost  $125   $124   $377   $363 

 

Included in the table above, for the three and nine months ended September 30, 2022, is $0.1 million and $0.3 million, respectively, of operating lease cost for our corporate headquarters. For the three and nine months ended September 30, 2021, is $0.1 and $0.3 million, respectively, of operating lease costs for our corporate headquarters. This space is being leased from The Move, LLC. Our CEO and President, each a related party to WFCF, have a 24.3% jointly-held ownership interest in The Move, LLC.

 

Supplemental balance sheet information related to leases was as follows (amounts in thousands):

 

Operating leases:  Related Party   Other   Total   Related Party   Other   Total 
   September 30, 2022   December 31, 2021 
Operating leases:  Related Party   Other   Total   Related Party   Other   Total 
Operating lease ROU assets  $              2,419   $219   $2,638   $             2,568   $230   $2,798 
                               
Current operating lease liabilities  $218   $117   $335   $201   $112   $313 
Noncurrent operating lease liabilities   2,714    118    2,832    2,880    140    3,020 
Total operating lease liabilities  $2,932   $235   $3,167   $3,081   $252   $3,333 

 

Finance leases:  September 30, 2022   December 31, 2021 
Property and equipment, at cost  $51   $51 
Accumulated amortization   (33)   (26)
Property and equipment, net  $18   $25 
           
Current obligations of finance leases  $10   $13 
Finance leases, net of current obligations   12    19 
Total finance lease liabilities  $22   $32 
           
Weighted average remaining lease term (in years):          
Operating leases   8.4    9.1 
Finance leases   2.6    3.1 
           
Weighted average discount rate:          
Operating leases   5.8%   5.7%
Finance leases   9.9%   11.5%

 

Supplemental cash flow and other information related to leases was as follows (amounts in thousands):

 

   2022   2021   2022   2021 
   Three months ended
September 30,
   Nine months ended
September 30,
 
   2022   2021   2022   2021 
Cash paid for amounts included in the measurement of lease liabilities:                    
Operating cash flows from operating leases  $127   $120   $378   $350 
Operating cash flows from finance leases  $1   $1   $2   $3 
Financing cash flows from finance leases  $3   $2   $9   $7 
                     
ROU assets obtained in exchange for lease liabilities:                    
Operating leases  $3,108   $3,057   $3,108   $3,057 

 

16

 

 

Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

(Unaudited)

 

Maturities of lease liabilities were as follows (amounts in thousands):

 

Years Ending December 31st,  Operating Leases   Finance Leases 
2022 (three remaining months)  $126   $4 
2023   507    10 
2024   446    5 
2025   435    5 
2026   430    - 
Thereafter   2,078    - 
Total lease payments   4,022    24 
Less amount representing interest   (855)   (2)
Total lease obligations   3,167    22 
Less current portion   (335)   (10)
Long-term lease obligations  $2,832   $12 

 

Note 11 – Commitments and Contingencies

 

Legal proceedings

 

From time to time, we may become involved in various legal actions, administrative proceedings and claims in the ordinary course of business. We generally record losses for claims in excess of the limits of purchased insurance in earnings at the time and to the extent they are probable and estimable.

 

Note 12 - Segments

 

With each acquisition, we assess the need to disclose discrete information related to our operating segments. Because of the similarities of certain of our acquisitions that provide certification and verification services, we aggregate operations into one verification and certification reportable segment. The operating segments included in the aggregated verification and certification segment include IMI Global, WFCFO and Validus. The factors considered in determining this aggregated reporting segment include the economic similarity of the businesses, the nature of services provided, production processes, types of customers and distribution methods.

 

The Company also determined that it has a software and related consulting reportable segment. SureHarvest, which includes Postelsia, is the sole operating unit under the software and related consulting reportable segment. This segment includes software and related consulting service revenues.

 

The Company’s chief operating decision maker (the Company’s CEO) allocates resources and assesses the performance of its operating segments. Segment management makes decisions, measures performance, and manages the business utilizing internal reporting operating segment information. Performance of operating segments are based on net sales, gross profit, selling, general and administrative expenses and most importantly, operating income.

 

17

 

 

Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

(Unaudited)

 

The Company eliminates intercompany transfers between segments for management reporting purposes. The following table shows information for reportable operating segments (amounts in thousands):

 

                                         
   Three months ended September 30, 2022   Three months ended September 30, 2021 
   Verification and Certification Segment   Software Sales and Related Consulting Segment   Eliminations and Other   Consolidated Totals   Verification and Certification Segment   Software Sales and Related Consulting Segment   Eliminations and Other   Consolidated Totals 
Assets:                                        
Goodwill  $1,947   $999   $-   $2,946   $1,947   $999   $-   $2,946 
All other assets, net   14,134    3,367    885    18,386    17,036    3,311    (2,778)   17,569 
Total assets  $16,081   $4,366   $885   $21,332   $18,983   $4,310   $(2,778)  $20,515 
                                         
Revenues:                                        
Verification and certification service revenue  $5,169   $-   $-   $5,169   $4,701   $-   $-   $4,701 
Product sales   1,588    -    -    1,588    1,383    -    -    1,383 
Software and related consulting revenue   -    508    -    508    -    461    -    461 
Total revenues  $6,757   $508   $-   $7,265   $6,084   $461   $-   $6,545 
Costs of revenues:                                        
Costs of verification and certification services   2,900    -    -    2,900    2,438    -    -    2,438 
Costs of products   826    -    -    826    864    -    -    864 
Costs of software and related consulting   -    359    -    359    -    315    -    315 
Total costs of revenues   3,726    359    -    4,085    3,302    315    -    3,617 
Gross profit   3,031    149    -    3,180    2,782    146    -    2,928 
Depreciation & amortization   149    42    -    191    149    51    -    200 
Other operating expenses    1,855    60    -    1,915    1,542    48    -    1,590 
Segment operating income/(loss)  $1,027   $47   $-   $1,074   $1,091   $47   $-   $1,138 
Other items to reconcile segment operating income (loss) to net income/(loss):                                        
Other income / (expense)   9         -    9    29    (2)   -    27 
Income tax expense   -    -    (298)   (298)   -    -    (298)   (298)
Net income/(loss)  $1,036   $47   $(298)  $785   $1,120   $45   $(298)  $867 

 

Assets:                                        
   Nine months ended September 30, 2022   Nine months ended September 30, 2021 
   Verification and Certification Segment   Software Sales and Related Consulting Segment   Eliminations and Other   Consolidated Totals   Verification and Certification Segment   Software Sales and Related Consulting Segment   Eliminations and Other   Consolidated Totals 
Assets:                                        
Goodwill  $1,947   $999   $-   $2,946   $1,947   $999   $-   $2,946 
All other assets, net   14,134    3,367    885    18,386    17,036    3,311    (2,778)   17,569 
Total assets  $16,081   $4,366   $885   $21,332   $18,983   $4,310   $(2,778)  $20,515 
                                         
Revenues:                                        
Verification and certification service revenue  $12,917   $-   $-   $12,917   $11,659   $-   $-   $11,659 
Product sales   3,473    -    -    3,473    3,071    -    -    3,071 
Software and related consulting revenue   -    2,362    -    2,362    -    1,396    -    1,396 
Total revenues  $16,390   $2,362   $-   $18,752   $14,730   $1,396   $-   $16,126 
Costs of revenues:                                        
Costs of verification and certification services   7,261    -    -    7,261    6,363    -    -    6,363 
Costs of products   1,885    -    -    1,885    1,969    -    -    1,969 
Costs of software and related consulting   -    1,899    -    1,899    -    995    -    995 
Total costs of revenues   9,146    1,899    -    11,045    8,332    995    -    9,327 
Gross profit   7,244    463    -    7,707    6,398    401    -    6,799 
Depreciation & amortization   443    140    -    583    448    153    -    601 
Other operating expenses   4,929    185    -    5,114    4,463    226    -    4,689 
Segment operating income/(loss)  $1,872   $138   $-   $2,010   $1,487   $22   $-   $1,509 
Other items to reconcile segment operating income (loss) to net income/(loss):                                        
Other income / (expense)   108    (35)   -    73    95    (9)   1,037    1,123 
Income tax expense   -    -    (579)   (579)   -    (5)   (408)   (413)
Net income/(loss)  $1,980   $103   $(579)  $1,504   $1,582   $8   $629   $2,219 

 

18

 

 

Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

(Unaudited)

 

Note 13 – Supplemental Cash Flow Information

 

(Amounts in thousands)  2022   2021 
   Nine months ended September 30, 
(Amounts in thousands)  2022   2021 
Cash paid during the year:          
Interest expense  $-   $5 
Income taxes  $648   $595 

 

Note 14 – Subsequent Events

 

The Company has had no material, significant or unusual transactions or events from the financial statement date through the issuance of the financial statements.

 

19

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

General

 

This information should be read in conjunction with the consolidated financial statements and the notes included in Item 1 of Part I of this Quarterly Report and the audited consolidated financial statements and notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in the Form 10−K for the fiscal year ended December 31, 2021. The following discussion and analysis includes historical and certain forward−looking information that should be read together with the accompanying consolidated financial statements, related footnotes and the discussion below of certain risks and uncertainties that could cause future operating results to differ materially from historical results or from the expected results indicated by forward−looking statements.

 

Business Overview

 

Where Food Comes From, Inc. and its subsidiaries (“WFCF,” the “Company,” “our,” “we,” or “us”) is a leading trusted resource for third-party verification of food production practices in North America. The Company estimates that it supports more than approximately 17,500 farmers, ranchers, vineyards, wineries, processors, retailers, distributors, trade associations, consumer brands, chefs, and restaurants with a wide variety of value-added services provided through its family of verifiers, including IMI Global (“IMI”), Where Food Comes From Organic (“WFCFO” - previously International Certification Services and A Bee Organic), Validus Verification Services (“Validus”), and Sterling Solutions. In order to have credibility, product claims such as gluten-free, non-GMO, non-hormone treated, humane handling, and others require verification by an independent third-party such as WFCF. The Company’s principal business is conducting both on-site and desk audits to verify that claims being made about livestock, aquaculture, crops and other food products are accurate.

 

Through SureHarvest Services LLC (“SureHarvest”) and Postelsia Holdings, Ltd. (“Postelsia”), we primarily provide a wide range of professional services and technology solutions that generate incremental revenue specific to the food and agricultural industry and drive sustainable value creation.

 

Finally, the Company’s Where Food Comes From Source Verified® retail and restaurant labeling program utilizes the verification of product attributes to connect consumers directly to the source of the food they purchase through product labeling and web-based information sharing and education. With the use of Quick Response Code (“QR”) technology, consumers can instantly access information about the producers behind their food.

 

WFCF was founded in 1996 and incorporated in the state of Colorado as a subchapter C corporation in 2006. The Company’s shares of common stock trade on the NASDAQ Capital Market (“NASDAQ”), under the stock ticker symbol, “WFCF.”

 

The Company’s original name – Integrated Management Information, Inc. (d.b.a. IMI Global) – was changed to Where Food Comes From, Inc. in 2012 to better reflect the Company’s mission. Early growth was attributable to source and age verification services for beef producers that wanted access to markets overseas following the discovery of “mad cow” disease in the U.S. Over the years, WFCF has expanded its portfolio to include verification and software services for most food groups and over 50 programs and organizations. This growth has been achieved both organically and through the acquisition of other companies.

 

Pandemics, the Inflationary Environment and other Weather Related Risks

 

The ongoing outbreaks of pandemics, including COVID-19 and Avian Influenza, continue to impact our business. Due to safety and social distancing reasons, customers continue to request postponement of onsite visits. We work closely with our customers and standard setting bodies to identify innovative solutions and reschedule onsite visits as timely as possible.

 

20

 

 

In late 2021, we were informed by our key tag supplier that materials were becoming scarcer and the ability to meet our need was difficult. In anticipation of this risk, we worked with all our tag suppliers to build our inventory by purchasing excess supply. We believe we have reduced this risk, however, should material shortages continue to impact our tag suppliers, we may be unable to meet the needs of our customers which could materially impact our revenues. We could also experience increases in the cost of products sourced locally and from abroad.

 

The economy is facing inflationary pressures that has resulted in a few headwinds for our business, most notably in the form of a tight labor market where job candidates have considerable bargaining power which has driven wages up. Additionally, we are experiencing higher labor and benefit related costs to retain our existing personnel. We believe we will continue to see significant pressure in our labor and benefit related costs which impacts both our gross margins and net income.

 

We also continue to monitor for weakened demand in our software and related consulting business segment due to significant customer concentration. Increased inflation could place pressure on our customers’ timing of approval for consulting projects to move forward. Currently, it is difficult to estimate the financial impact to our software and related consulting revenue, if any. We actively market our sustainability solutions and services to new types of customers. We believe the growing awareness of environmental, social and governance (“ESG”) matters creates a key opportunity for us because we have the expertise and technology needed to help companies achieve ESG objectives within the food supply chain.

 

The drought conditions that impacted nearly one-half of the United States in the first half of 2022 predominately affected our ranch customers resulting in fewer cattle subject to verification. While this doesn’t directly impact our audit related revenue, it does impact our product sales and other related supply chain fees due to smaller herd sizes. However, we believe the long-term outlook for our industry remains favorable because the demand for verified cattle is still strong, as well as the premiums on verified cattle sold at auction. Additionally, during an inflationary period, most consumers continue to consume beef, although they may trade the quality of protein cut (such as steak) for a lesser cut (such as ground beef).

 

We continue to monitor all of these risks closely and will react accordingly, while keeping the interest of our customers, employees and shareholders in mind. Please refer to our risk factors included in our Form 10-K for the fiscal year ended December 31, 2021 for additional information for risks specifically related to COVID-19.

 

Seasonality

 

Our business is subject to seasonal fluctuations. Significant portions of our verification and certification service revenue is typically realized during late May through early October when the calf marketings and the growing seasons are at their peak. Because of the seasonality of the business and our industry, results for any quarter are not necessarily indicative of the results that may be achieved for any other quarter or for the full fiscal year.

 

Liquidity and Capital Resources

 

At September 30, 2022, we had cash and cash equivalents of approximately $6.0 million compared to approximately $5.4 million at December 31, 2021. Our working capital at September 30, 2022 and December 31, 2021 was approximately $5.7 million and $5.4 million, respectively.

 

Net cash provided by operating activities for the nine months ended September 30, 2022 and 2021 was approximately $3.0 million. Net cash provided by operating activities is driven by our net income and adjusted by non-cash items. Non-cash adjustments primarily include depreciation, amortization of intangible assets, stock-based compensation expense, forgiveness of Paycheck Protection Program loan in 2021, and deferred taxes. Fluctuations are primarily due to operating performance offset by the timing of cash receipts and cash disbursements. The cash provided by operating activities for the period ending September 30, 2022 was primarily driven by a change in accrued expenses, accounts receivable and prepaid expenses. The cash provided by operating activities for the period ending September 30, 2021 was primarily driven by a change in accrued expenses and deferred revenue, offset by cash used for inventory.

 

21

 

 

Net cash used in investing activities for the nine months ended September 30, 2022 and 2021, was approximately $0.2 million. Net cash used in the period ending September 30, 2022 was primarily for the purchase of digital assets. Net cash used in the period ending September 30, 2021 was primarily for the purchase of a vehicle and equipment.

 

Net cash used in financing activities for the nine months ended September 30, 2022 and 2021 was approximately $2.2 million and $1.6 million, respectively. Cash used for the periods ending September 30, 2022 and 2021, was primarily due to the repurchase of common shares under the Stock Buyback Plan and dividends paid to shareholders in 2021.

 

Over the past several years, our growth has been funded primarily through cashflows from operations. We continually evaluate all funding options, including additional offerings of our securities to private, public and institutional investors and other credit facilities as they become available.

 

The primary driver of our operating cash flow is our third-party verification solutions, specifically the gross margin generated from services provided. Therefore, we focus on the elements of those operations, including revenue growth, gross margin and long-term projects that ensure a steady stream of operating profits to enable us to meet our cash obligations. On a weekly basis, we review the performance of each of our revenue streams focusing on third-party verification solutions compared with prior periods and our operating plan. We believe that our various sources of capital, including cash flow from operating activities, overall improvement in our performance, and our ability to obtain additional financing, are adequate to finance current operations as well as the repayment of current debt obligations. We are not aware of any other event or trend that would negatively affect our liquidity. In the event such a trend develops, we believe that there are sufficient financing avenues available to us and from our internal cash-generating capabilities to adequately manage our ongoing business.

 

The culmination of all our efforts has brought significant opportunities to us, including increased investor confidence and renewed interest in our company, as well as the potential to develop business relationships with long-term strategic partners. In keeping with our core business, we will continue to review our business model with a focus on profitability, long-term capital solutions and the potential impact of acquisitions or divestitures, if such an opportunity arises.

 

Our plan for continued growth is primarily based on diversification and bundling opportunities in our product offerings within national and international markets, as well as potential acquisitions. We believe that there are significant growth opportunities available to us because of growing consumer awareness and demand on a national level. Internationally, a quality verification program is often the only way to overcome import or export restrictions.

 

Debt Facility

 

The Company has a revolving line of credit (“LOC”) agreement which matures April 12, 2025. The LOC provides for $75,080 in working capital. The interest rate is at the Wall Street Journal prime rate plus 1.50% and is adjusted daily. Principal and interest are payable upon demand, but if demand is not made, then annual payments of accrued interest only are due, with the principal balance due upon maturity. As of September 30, 2022, and December 31, 2021, the effective interest rate was 7.75% and 4.75%, respectively. The LOC is collateralized by all the business assets of Where Food Comes From Organic, Inc. (“WFCFO”). As of September 30, 2022, and December 31, 2021, there were no amounts outstanding under this LOC.

 

Off-Balance Sheet Arrangements

 

As of September 30, 2022, we had no off-balance sheet arrangements of any type.

 

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RESULTS OF OPERATIONS

 

Three and nine months ended September 30, 2022 compared to the same period in fiscal year 2021

 

The following table shows information for reportable operating segments (amounts in thousands):

 

    Three months ended September 30, 2022     Three months ended September 30, 2021  
    Verification and Certification Segment     Software Sales and Related Consulting Segment     Eliminations and Other     Consolidated Totals     Verification and Certification Segment     Software Sales and Related Consulting Segment     Eliminations and Other     Consolidated Totals  
Assets:                                                                
Goodwill   $ 1,947     $ 999     $ -     $ 2,946     $ 1,947     $ 999     $ -     $ 2,946  
All other assets, net     14,134       3,367       885       18,386       17,036       3,311       (2,778 )     17,569  
Total assets   $ 16,081     $ 4,366     $ 885     $ 21,332     $ 18,983     $ 4,310     $ (2,778 )   $ 20,515  
                                                                 
Revenues:                                                                
Verification and certification service revenue   $ 5,169     $ -     $ -     $ 5,169     $ 4,701     $ -     $ -     $ 4,701  
Product sales     1,588       -       -       1,588       1,383       -       -       1,383  
Software and related consulting revenue     -       508       -       508       -       461       -       461  
Total revenues   $ 6,757     $ 508     $ -     $ 7,265     $ 6,084     $ 461     $ -     $ 6,545  
Costs of revenues:                                                                
Costs of verification and certification services     2,900       -       -       2,900       2,438       -       -       2,438  
Costs of products     826       -       -       826       864       -       -       864  
Costs of software and related consulting     -       359       -       359       -       315       -       315  
Total costs of revenues     3,726       359       -       4,085       3,302       315       -       3,617  
Gross profit     3,031       149       -       3,180       2,782       146       -       2,928  
Depreciation & amortization     149       42       -       191       149       51       -       200  
Other operating expenses      1,855       60       -       1,915       1,542       48       -       1,590  
Segment operating income/(loss)   $ 1,027     $ 47     $ -     $ 1,074     $ 1,091     $ 47     $ -     $ 1,138  
Other items to reconcile segment operating income (loss) to net income/(loss):                                                                
Other income / (expense)     9               -       9       29       (2 )     -       27  
Income tax expense     -       -       (298 )     (298 )     -       -       (298 )     (298 )
Net income/(loss)   $ 1,036     $ 47     $ (298 )   $ 785     $ 1,120     $ 45     $ (298 )   $ 867  

 

   Nine months ended September 30, 2022   Nine months ended September 30, 2021 
   Verification and Certification Segment   Software Sales and Related Consulting Segment   Eliminations and Other   Consolidated Totals   Verification and Certification Segment   Software Sales and Related Consulting Segment   Eliminations and Other   Consolidated Totals 
Assets:                                        
Goodwill  $1,947   $999   $-   $2,946   $1,947   $999   $-   $2,946 
All other assets, net   14,134    3,367    885    18,386    17,036    3,311    (2,778)   17,569 
Total assets  $16,081   $4,366   $885   $21,332   $18,983   $4,310   $(2,778)  $20,515 
                                         
Revenues:                                        
Verification and certification service revenue  $12,917   $-   $-   $12,917   $11,659   $-   $-   $11,659 
Product sales   3,473    -    -    3,473    3,071    -    -    3,071 
Software and related consulting revenue   -    2,362    -    2,362    -    1,396    -    1,396 
Total revenues  $16,390   $2,362   $-   $18,752   $14,730   $1,396   $-   $16,126 
Costs of revenues:                                        
Costs of verification and certification services   7,261    -    -    7,261    6,363    -    -    6,363 
Costs of products   1,885    -    -    1,885    1,969    -    -    1,969 
Costs of software and related consulting   -    1,899    -    1,899    -    995    -    995 
Total costs of revenues   9,146    1,899    -    11,045    8,332    995    -    9,327 
Gross profit   7,244    463    -    7,707    6,398    401    -    6,799 
Depreciation & amortization   443    140    -    583    448    153    -    601 
Other operating expenses   4,929    185    -    5,114    4,463    226    -    4,689 
Segment operating income/(loss)  $1,872   $138   $-   $2,010   $1,487   $22   $-   $1,509 
Other items to reconcile segment operating income (loss) to net income/(loss):                                        
Other income / (expense)   108    (35)   -    73    95    (9)   1,037    1,123 
Income tax expense   -    -    (579)   (579)   -    (5)   (408)   (413)
Net income/(loss)  $1,980   $103   $(579)  $1,504   $1,582   $8   $629   $2,219 

 

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Verification and Certification Segment

 

Verification and certification service revenues consist of fees charged for verification audits and other verification services that the Company performs for customers. Fees earned from our WFCF labeling program are also included in our verification and certification revenues as it represents a value-added extension of our source verification. Verification and certification service revenue for the three and nine months ended September 30, 2022 increased 10.0% and 10.8%, respectively, compared to the same periods in 2021, primarily due to increased customer demand for our product offerings.

 

Our product sales are an ancillary part of our verification and certification services and represent sales of cattle identification ear tags. Product sales for the three and months ended September 30, 2022 increased 14.8% and 13.1%, respectively, compared to the same period in 2021, primarily due to increased pricing and limited supply elsewhere in the market.

 

Costs of revenues for our verification and certification segment for the three and nine months ended September 30, 2022 were approximately $3.7 million and $9.1 million, respectively, compared to approximately $3.3 million and $8.3 million, respectively, for the same periods in 2021. Gross margin for the three and nine months ended September 30, 2022 was 44.9% and 44.2%, respectively compared to 45.7% and 43.4%, respectively, in 2021 primarily due to a change in product mix of our offerings which included new customers and new offerings, offset by increases in compensation related costs due to a tight labor market and inflation. Our margins are generally impacted by various fixed costs such as cost of products, salaries and benefits, insurance and taxes.

 

Other operating expenses for the three and nine months ended September 30, 2022 increased by approximately 20.3% and 10.4%, respectively, compared to the same three and nine month periods in 2021. The increase was primarily due to increases in compensation related costs due to a tight labor market and inflation, as well as, an increase in headcount.

 

Software and Related Consulting Segment

 

Software and related consulting revenue primarily represents fees earned from a wide range of professional consulting services and technology solutions that support our verification business and generate incremental revenue specific to the food and agricultural industry. Software and related consulting revenue for the three and nine months ended September 30, 2022 increased approximately 10.2% and 69.2%, respectively compared to the same periods in 2021. The nine month increase is due to a significant short-term engagement with a Japanese party to promote Japanese seafood products into the American supply chain. While we are hopeful that the engagement will be an annual recurring source of revenue for our consulting segment, as well as a potential opportunity for our verification and certification segment, we can give no assurance that it will be an ongoing source of revenue. Additionally, because this was a short-term engagement, it is not necessarily indicative of the results that may be achieved for any other quarter or for the full fiscal year.

 

Costs of revenues for our software and related consulting segment for the three and nine months ended September 30, 2022 was approximately $0.4 and $1.9 million, respectively, compared to approximately $0.3 million and $1.0 million, respectively, for the same periods in 2021. Gross margin for the three months ended September 30, 2022 decreased to 29.3% compared to 31.7% for the same period in 2021. Gross margin for the nine months ended September 30, 2022 decreased to 19.6% compared to 28.7% for the same period in 2021. The nine month decrease in gross margin is due primarily to increased cost of contract labor to support the short-term consulting engagement mentioned above.

 

Other operating expenses for the three months ended September 30, 2022 increased approximately $12,000 compared to the same period in 2021. Other operating expenses for the nine months ended September 30, 2022 decreased approximately $41,000 compared to the same period in 2021. Depreciation and amortization for the three and nine months ended September 30, 2022 decreased $9,000 and $13,000, respectively, compared to the same periods in 2021.

 

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As with all of our acquisitions, we continue to identify synergies and implement best practices. We focus our efforts to create value in various ways such as improving the performance of our acquired businesses, removing excess capacity, creating market access for products, acquiring skills and technologies more quickly or at a lower cost than we can build in-house, exploiting our industry-specific scalability and bundling opportunities, and picking winners early and helping them develop their businesses. Achieving any or all of these strategies take time to implement. We have learned that it can take two to three years after an acquisition to fully understand the complexities, at which time, we have seen solid improvements in revenues and/or costs.

 

Dividend Income from Progressive Beef

 

For the three months ended September 30, 2022 and 2021, the Company received dividend income of $50,000 and $30,000, respectively, from Progressive Beef representing a distribution of their earnings. For the nine months ended September 30, 2022 and 2021, the Company received dividend income totaling $150,000 and $90,000, respectively.

 

Income Tax Expense

 

The provision for income taxes is recorded at the end of each interim period based on the Company’s best estimate of its effective income tax rate expected to be applicable for the full fiscal year. For the three and nine months ended September 30, 2022, we recorded income tax expense of approximately $298,000 and $579,000, respectively, compared to income tax expense of $298,000 and $413,000 for the same periods in 2021. The effective tax rate for the nine months ended September 30, 2021 was favorably impacted by the non-taxability of the PPP loan forgiveness income.

 

Net Income and Per Share Information

 

As a result of the foregoing, net income attributable to WFCF shareholders for the three and nine months ended September 30, 2022 was approximately $0.8 million and $1.5 million, respectively, and $0.13 and $0.25, respectively, per basic and diluted common share, respectively, compared to net income of approximately $0.9 million and $2.2 million, respectively, and $0.14 and $0.36, respectively, per basic and diluted common share for the same periods in 2021.

 

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ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Our management, including our principal executive and financial officers, have conducted an evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures,” as such term is defined under Rules 13a-15(e) and 15d-15(e) of the Exchange Act, to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and include controls and procedures designed to ensure that information we are required to disclose in such reports is accumulated and communicated to management, including our principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our principal executive and financial officers concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report. We believe that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

 

Internal Control Over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and can only provide reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

There have not been any other changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

From time to time, we may become involved in various legal actions, administrative proceedings and claims in the ordinary course of business. We generally record losses for claims in excess of the limits of purchased insurance in earnings at the time and to the extent they are probable and estimable. We are not aware of any significant legal actions at this time.

 

ITEM 1A. RISK FACTORS

 

Our business is subject to a number of risks, including those identified in Item 1A. — “Risk Factors” of our 2021 Annual Report on Form 10−K, that could have a material effect on our business, results of operations, financial condition and/or liquidity and that could cause our operating results to vary significantly from period to period. As of September 30, 2022, the Company recognizes matters specific to COVID-19, the inflationary environment and weather-related risks may have a continued economic impact on the Company, but management does not know and cannot estimate what the long-term financial impact may be. We may also disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC. For additional information on specific risks in our current filing, see “Coronavirus Pandemic (COVID-19), the Inflationary Environment and other Weather Related Risks” in Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations above.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Issuer Purchases of Equity Securities

 

On September 30, 2019, our Board of Directors approved a new plan to buyback up to ten million additional shares of our common stock from the open market (“Stock Buyback Plan”). Activity for the three months ended September 30, 2022 is as follows:

 

   Number of
Shares
   Cost of Shares
(in thousands)
   Average Cost
per Share
 
Shares purchased - July 2022   26,000   $282   $10.87 
Shares purchased - August 2022   35,733    396   $11.08 
Shares purchased - September 2022   47,000    459   $9.77 
Total   108,733   $1,137      

 

ITEM 6. EXHIBITS

 

(a) Exhibits

 

Number   Description
31.1   Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2   Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1   Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002
32.2   Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002
101.INS   Inline XBRL Instance Document
101.SCH   Inline XBRL Taxonomy Extension Schema Document
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: November 14, 2022 Where Food Comes From, Inc.
   
  By: /s/ John K. Saunders
    Chief Executive Officer
     
  By: /s/ Dannette Henning
    Chief Financial Officer

 

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