Where Food Comes From, Inc.

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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, 2024

☐ 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 6 th 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 November 1, 2024, was 5,277,436 .

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Where Food Comes From, Inc.

Table of Contents

September 30, 2024

| Item
1. | Part 1 - Financial Information — Financial Statements | 3 |
| --- | --- | --- |
| Item
2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 19 |
| Item
4. | Controls and Procedures | 25 |
| Part II - Other Information | | |
| Item
1. | Legal Proceedings | 26 |
| Item
1A. | Risk Factors | 26 |
| Item
2. | Unregistered Sales of Equity Securities and Use of Proceeds | 26 |
| Item
6. | Exhibits | 27 |

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Where Food Comes From, Inc.

Consolidated Balance Sheets

| (Amounts
in thousands, except per share amounts) | September
30, — 2024 | 2023 | | |
| --- | --- | --- | --- | --- |
| | (Unaudited) | | | |
| Assets | | | | |
| Current
assets: | | | | |
| Cash
and cash equivalents | $ 2,757 | $ | 2,641 | |
| Accounts
receivable, net of allowance | 2,234 | | 2,128 | |
| Inventory | 1,089 | | 1,109 | |
| Prepaid
expenses and other current assets | 1,309 | | 335 | |
| Total
current assets | 7,389 | | 6,213 | |
| Property
and equipment, net | 760 | | 844 | |
| Right-of-use
assets, net | 2,144 | | 2,296 | |
| Equity
investments | 1,191 | | 1,191 | |
| Intangible
and other assets, net | 2,035 | | 2,303 | |
| Goodwill,
net | 2,946 | | 2,946 | |
| Deferred
tax assets, net | 481 | | 493 | |
| Total
assets | $ 16,946 | $ | 16,286 | |
| Liabilities
and Equity | | | | |
| Current
liabilities: | | | | |
| Accounts
payable | $ 873 | $ | 567 | |
| Accrued
expenses and other current liabilities | 1,842 | | 615 | |
| Deferred
revenue | 2,146 | | 1,485 | |
| Current
portion of finance lease obligations | 15 | | 14 | |
| Current
portion of operating lease obligations | 335 | | 298 | |
| Total
current liabilities | 5,211 | | 2,979 | |
| Finance
lease obligations, net of current portion | 29 | | 41 | |
| Operating
lease obligation, net of current portion | 2,252 | | 2,447 | |
| Total
liabilities | 7,492 | | 5,467 | |
| 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; 6,447 (2024) and 6,516 (2023) shares issued, and 5,297 (2024) and 5,503 (2023)
shares outstanding | 7 | | 7 | |
| Additional
paid-in-capital | 11,358 | | 12,290 | |
| Treasury
stock of 1,149 (2024) and 1,014 (2023) shares | ( 12,811 | ) | ( 11,219 | ) |
| Retained
earnings | 10,900 | | 9,741 | |
| Total
equity | 9,454 | | 10,819 | |
| Total
liabilities and stockholders’ equity | $ 16,946 | $ | 16,286 | |

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

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Where Food Comes From, Inc.

Consolidated Statements of Operations

(Unaudited)

| (Amounts in thousands, except per share
amounts) | 2024 | | | |
| --- | --- | --- | --- | --- |
| | Three
months ended September 30, | | | |
| (Amounts
in thousands, except per share amounts) | 2024 | 2023 | | |
| Revenues: | | | | |
| Verification
and certification service revenue | $ 5,486 | $ | 5,359 | |
| Product
sales | 1,329 | | 1,221 | |
| Professional
services | 292 | | 431 | |
| Total
revenues | 7,107 | | 7,011 | |
| Costs of revenues: | | | | |
| Costs
of verification and certification services | 3,288 | | 3,123 | |
| Costs
of products | 841 | | 681 | |
| Costs
of professional services | 204 | | 341 | |
| Total
costs of revenues | 4,333 | | 4,145 | |
| Gross
profit | 2,774 | | 2,866 | |
| Selling,
general and administrative expenses | 2,166 | | 1,920 | |
| Income
from operations | 608 | | 946 | |
| Other
income/(expense): | | | | |
| Dividend
income from Progressive Beef | 50 | | 50 | |
| Other
income, net | 15 | | 16 | |
| Gain
on sale of assets | 1 | | - | |
| Loss
on foreign currency exchange | - | | ( 2 | ) |
| Interest
expense | ( 1 | ) | ( 1 | ) |
| Income
before income taxes | 673 | | 1,009 | |
| Income
tax expense | 181 | | 286 | |
| Net
income | $ 492 | $ | 723 | |
| Per share - net income: | | | | |
| Basic | $ 0.09 | $ | 0.13 | |
| Diluted | $ 0.09 | $ | 0.13 | |
| Weighted average
number of common shares outstanding: | | | | |
| Basic | 5,342 | | 5,599 | |
| Diluted | 5,357 | | 5,658 | |

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

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Where Food Comes From, Inc.

Consolidated Statements of Operations

(Unaudited)

| (Amounts in thousands, except per share
amounts) | 2024 | | | |
| --- | --- | --- | --- | --- |
| | Nine
months ended September 30, | | | |
| (Amounts
in thousands, except per share amounts) | 2024 | 2023 | | |
| Revenues: | | | | |
| Verification
and certification service revenue | $ 15,172 | $ | 13,944 | |
| Product
sales | 2,881 | | 3,130 | |
| Professional
services | 1,031 | | 1,330 | |
| Total
revenues | 19,084 | | 18,404 | |
| Costs of revenues: | | | | |
| Costs
of verification and certification services | 8,831 | | 8,055 | |
| Costs
of products | 1,744 | | 1,804 | |
| Costs
of professional services | 748 | | 1,030 | |
| Total
costs of revenues | 11,323 | | 10,889 | |
| Gross
profit | 7,761 | | 7,515 | |
| Selling,
general and administrative expenses | 6,309 | | 5,741 | |
| Income
from operations | 1,452 | | 1,774 | |
| Other
income/(expense): | | | | |
| Dividend
income from Progressive Beef | 150 | | 150 | |
| Other
income, net | 29 | | 36 | |
| Gain
on sale of assets | 1 | | 5 | |
| Loss
on foreign currency exchange | ( 4 | ) | ( 6 | ) |
| Interest
expense | ( 3 | ) | ( 3 | ) |
| Income
before income taxes | 1,625 | | 1,956 | |
| Income
tax expense | 466 | | 580 | |
| Net
income | $ 1,159 | $ | 1,376 | |
| Per share - net income | | | | |
| Basic | $ 0.22 | $ | 0.25 | |
| Diluted | $ 0.21 | $ | 0.24 | |
| Weighted average
number of common shares outstanding: | | | | |
| Basic | 5,398 | | 5,605 | |
| Diluted | 5,415 | | 5,669 | |

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

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Where Food Comes From, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

(Amounts in thousands)	2024
	Nine
months ended September 30,
(Amounts
in thousands)	2024	2023
Operating
activities:
Net
income	$ 1,159	$	1,376
Adjustments
to reconcile net income to net cash provided by operating activities:
Depreciation
and amortization	467		488
Gain
on sale of assets	( 1	)	( 5	)
Stock-based
compensation expense	11		38
Deferred
tax expense	12		15
Bad
debt expense	52		39
Changes
in operating assets and liabilities:
Accounts
receivable	( 158	)	( 158	)
Inventory	20		( 232	)
Prepaid
expenses and other assets	( 958	)	( 32	)
Accounts
payable	306		82
Accrued
expenses and other current liabilities	1,227		584
Deferred
revenue	661		435
Right
of use assets and liabilities, net	( 18	)	( 17	)
Net
cash provided by operating activities	2,780		2,613
Investing
activities:
Investment
in BlueTrace	-		( 200	)
Proceeds
from sale of intangible assets	11		-
Purchases
of property, equipment and software development costs	( 130	)	( 87	)
Net
cash used in investing activities	( 119	)	( 287	)
Financing
activities:
Repayments
of finance lease obligations	( 10	)	( 9	)
Proceeds
from stock option exercise	84		49
Private
purchase of common shares	( 1,027	)	-
Stock
repurchase under Stock Buyback Plan	( 1,592	)	( 2,921	)
Net
cash used in financing activities	( 2,545	)	( 2,881	)
Net
change in cash	116		( 555	)
Cash
at beginning of period	2,641		4,368
Cash
at end of period	$ 2,757	$	3,813

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

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Where Food Comes From, Inc.

Consolidated Statement of Equity

(Unaudited)

(Amounts in thousands)	Shares			Capital	Stock		Earnings	Total
				Additional
	Common
Stock			Paid-in	Treasury		Retained
(Amounts
in thousands)	Shares	Amount		Capital	Stock		Earnings	Total
Balance
at December 31, 2022	5,775	$	6	$ 12,145	$ ( 7,263	)	$ 7,589	$ 12,477
Stock-based
compensation expense	-		-	15	-		-	15
Repurchase
of common shares under Stock Buyback Plan	( 90	)	-	-	( 1,230	)	-	( 1,230	)
Net
income	-		-	-	-		121	121
Balance
at March 31, 2023	5,685	$	6	$ 12,160	$ ( 8,493	)	$ 7,710	$ 11,383
Stock-based
compensation expense	-		-	17	-		-	17
Stock
options exercised	7		-	46	-		-	46
Repurchase
of common shares under Stock Buyback Plan	( 61	)	-	-	( 836	)	-	( 836	)
Net
income	-		-	-	-		532	532
Balance
at June 30, 2023	5,631	$	6	$ 12,223	$ ( 9,329	)	$ 8,242	$ 11,142
Stock-based
compensation expense	-		-	6	-		-	6
Stock
options exercised	3		-	3	-		-	3
Private purchase of common shares
Private purchase of common shares, shares
Repurchase
of common shares under Stock Buyback Plan	( 60	)	-	-	( 855	)	-	( 855	)
Net
income	-		-	-	-		723	723
Balance
at September 30, 2023	5,574	$	6	$ 12,232	$ ( 10,184	)	$ 8,965	$ 11,019

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

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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, 2023	5,503	$	7	$ 12,290	$	( 11,219	)	$ 9,741	$ 10,819
Stock-based
compensation expense	-		-	11		-		-	11
Stock
option exercised	8		-	64		-		-	64
Private purchase
of common shares	( 80	)	-	( 1,027	)	-		-	( 1,027	)
Repurchase
of common shares under Stock Buyback Plan	( 36	)	-	-		( 469	)	-	( 469	)
Net
income	-		-	-		-		178	178
Balance
at March 31, 2024	5,395	$	7	$ 11,338	$	( 11,688	)	$ 9,919	$ 9,576
Stock
option exercised	1		-	10		-		-	10
Repurchase
of common shares under Stock Buyback Plan	( 33	)	-	-		( 389	)	-	( 389	)
Net
income	-		-	-		-		489	489
Balance
at June 30, 2024	5,363	$	7	$ 11,348	$	( 12,077	)	$ 10,408	$ 9,686
Balance	5,363	$	7	$ 11,348	$	( 12,077	)	$ 10,408	$ 9,686
Stock
option exercised	1		-	10		-		-	10
Repurchase
of common shares under Stock Buyback Plan	( 67	)	-	-		( 734	)	-	( 734	)
Net
income	-		-	-		-		492	492
Balance
at September 30, 2024	5,297	$	7	$ 11,358	$	( 12,811	)	$ 10,900	$ 9,454
Balance	5,297	$	7	$ 11,358	$	( 12,811	)	$ 10,900	$ 9,454

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

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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 and agricultural and aquaculture products are accurate. We care about food and other agricultural and aquacultural 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 consulting services 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”), 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, 2023, included in our Form 10-K filed on February 15, 2024. 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, 2024 are not necessarily indicative of the results to be expected for any other interim period of any future year.

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Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

(Unaudited)

Seasonality

Our business is subject to seasonal fluctuations annually. 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.

Additionally, the cattle industry is cyclical by nature based on factors impacting current and future supplies such as drought-induced feedlot placements, higher cow and heifer slaughter, and lower auction receipts. The production lags inherent to this industry lead to long-lasting impacts of production decisions. For example, increased liquidation implies tighter supplies for next year. Similarly, times of herd expansion are typically a multi-year period. These cycles typically last roughly 10 years. The current cycle began in 2014, and we believe we are currently in the contraction phase of the cycle after peaking in 2018-2019. How long we continue to contract will be directly impacted by drought, pasture conditions, supply and demand.

Because of the seasonality of the business and cyclical nature of 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.

In March 2024, the FASB issued ASU 2024-01, Compensation – Stock Compensation (Topic 718); Scope Application of Profits Interest and Similar Awards, to improve GAAP by adding an illustrative example to demonstrate how an entity should apply the scope guidance in paragraph 718-10-15-3 to determine whether profits interest and similar awards should be accounted for in accordance with Topic 718, Compensation – Stock Compensation. The Company will be required to adopt the changes effective January 1, 2025. The standard is not expected to impact the Company’s financial statements.

In March 2024, the FASB issued ASU 2024-02, Codification Improvements – Amendments to Remove References to the Concepts Statements. The FASB as a standing project on its agenda to facilitate Codification updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to working or the structure of guidance, and other minor improvements. The Company will be required to adopt the changes effective January 1, 2025. At this time, management is determining the extent of changes to the disclosures on its 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 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.

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Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

(Unaudited)

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

| Three
months ended September 30, | | Nine
months ended September 30, | | |
| --- | --- | --- | --- | --- |
| 2024 | 2023 | 2024 | 2023 | |
| Basic: | | | | |
| Weighted
average shares outstanding | 5,342 | 5,599 | 5,398 | 5,605 |
| Diluted: | | | | |
| Weighted
average shares outstanding | 5,342 | 5,599 | 5,398 | 5,605 |
| Weighted
average effects of dilutive securities | 15 | 59 | 17 | 64 |
| Total | 5,357 | 5,658 | 5,415 | 5,669 |
| 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.

Note 3 – Equity Investments

For the three months and nine months ended September 30, 2024 and 2023, the Company received dividend income from Progressive Beef of $ 50,000 and $ 150,000 , respectively, representing a distribution of their earnings 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, 2024 and 2023.

On March 29, 2023, the Company made an equity investment of $ 0.2 million in a private placement of ShellFish Solutions, Inc. dba BlueTrace, Inc. (“BlueTrace”) Series Seed 2 Preferred Stock. The Company will account for its investment in BlueTrace at cost, in accordance with Accounting Standard Update (“ASU”) 2016-01: Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.

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Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

(Unaudited)

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 |
| --- | --- | --- | --- |
| | 2024 | 2023 | 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 | 3,928 | 3,937 | 3.0 - 15.0 years |
| Patents | 970 | 970 | 4.0 years |
| Non-compete
agreements | 121 | 121 | 5.0 years |
| Intangible and other assets, gross | 5,511 | 5,520 | |
| Less
accumulated amortization | 4,076 | 3,821 | |
| Intangible and other assets, net | 1,435 | 1,699 | |
| Cryptocurrency
(not subject to amortization) | 116 | 116 | |
| Tradenames/trademarks
(not subject to amortization) | 465 | 465 | |
| Intangible assets | 2,016 | 2,280 | |
| Other
assets | 19 | 23 | |
| Intangible
and other assets: | $ 2,035 | $ 2,303 | |

For the three and nine months ended September 30, 2024 and 2023, we have not sold any digital assets and have no t recognized any impairment losses. As of September 30, 2024 and December 31, 2023, the carrying value of our digital assets held was $ 116,000 .

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, |
| --- | --- | --- |
| | 2024 | 2023 |
| Income
and sales taxes payable | $ 525 | $ 62 |
| Payroll
related accruals | 1,096 | 341 |
| Customer
deposits | 113 | 41 |
| Professional
fees and other expenses | 108 | 171 |
| Accrued expenses and
other current liabilities | $ 1,842 | $ 615 |

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, 2024 and December 31, 2023, the effective interest rate was 10.0 %. The LOC is collateralized by all the business assets of Where Food Comes From Organic, Inc. (“WFCFO”). As of September 30, 2024, and December 31, 2023, there were no amounts outstanding under this LOC.

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Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

(Unaudited)

Note 7 – Equity and 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.

The amount of stock-based compensation expense recognized for the three and nine month periods ended September 30, 2024 was $ 0 and $ 11,000 , respectively. The amount of stock-based compensation expense recognized for the three and nine month periods ended September 30, 2023 was $ 6,000 and $ 38,000 , respectively. All compensation cost from unvested awards was recognized as of March 31, 2024.

During the three and nine months ended September 30, 2024 and 2023, no stock options or common stock were awarded.

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.

Stock Option Activity

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

| Outstanding,
December 31, 2023 | 73,469 | | Weighted
avg. exercise price per share — $ 8.84 | Weighted
avg. grant date fair value per share — $ 7.97 | 5.07 | Aggregate
intrinsic value — $ 346,125 |
| --- | --- | --- | --- | --- | --- | --- |
| Granted | - | | $ - | $ - | - | |
| Exercised | ( 11,000 | ) | $ 7.66 | $ 7.40 | 3.29 | |
| Expired/Forfeited | - | | $ - | $ - | - | |
| Outstanding,
September 30, 2024 | 62,469 | | $ 8.87 | $ 8.07 | 4.62 | $ 334,769 |
| Exercisable,
September 30, 2024 | 62,469 | | $ 8.87 | $ 8.07 | 4.62 | $ 334,769 |
| Unvested,
September 30, 2024 | - | | $ - | $ - | - | $ - |

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, 2024 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, 2024.

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Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

(Unaudited)

Private Purchase of Common Shares

During March 2024, the Company purchased 80,201 shares of its common stock from one shareholder for approximately $ 1.0 million. The purchase was limited to this single shareholder who approached the company; it was privately negotiated and involved no solicitation or advertising. No fees were paid in connection with the transaction, as it was a non-brokered placement. The shares were immediately retired upon purchase.

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 months ended September 30, 2024 and 2023 we recorded an income tax expense of approximately $ 0.2 million and $ 0.3 million, respectively. For the nine months ended September 30, 2024 and 2023 we recorded an income tax expense of approximately $ 0.5 million and $ 0.6 million, respectively.

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) professional services revenue.

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

| | Verification
and Certification Segment | Consulting
Segment | Eliminations
and Other | Consolidated
Totals | Verification
and Certification Segment | Consulting
Segment | Eliminations
and Other | Consolidated
Totals |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | Nine
months ended September 30, 2024 | | | | Nine
months ended September 30, 2023 | | | |
| | Verification
and Certification Segment | Consulting
Segment | Eliminations
and Other | Consolidated
Totals | Verification
and Certification Segment | Consulting
Segment | Eliminations
and Other | Consolidated
Totals |
| Revenues: | | | | | | | | |
| Verification
and certification service revenue | $ 15,172 | $ - | $ - | $ 15,172 | $ 13,944 | $ - | $ - | $ 13,944 |
| Product
sales | 2,881 | - | - | 2,881 | 3,130 | - | - | 3,130 |
| Professional
services | - | 1,031 | - | 1,031 | - | 1,330 | - | 1,330 |
| Total
revenues | $ 18,053 | $ 1,031 | $ - | $ 19,084 | $ 17,074 | $ 1,330 | $ - | $ 18,404 |

| | Verification
and Certification Segment | Consulting
Segment | Eliminations
and Other | Consolidated
Totals | Verification
and Certification Segment | Consulting
Segment | Eliminations
and Other | Consolidated
Totals |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | Three
months ended September 30, 2024 | | | | Three
months ended September 30, 2023 | | | |
| | Verification
and Certification Segment | Consulting
Segment | Eliminations
and Other | Consolidated
Totals | Verification
and Certification Segment | Consulting
Segment | Eliminations
and Other | Consolidated
Totals |
| Revenues: | | | | | | | | |
| Verification
and certification service revenue | $ 5,486 | $ - | $ - | $ 5,486 | $ 5,359 | $ - | $ - | $ 5,359 |
| Product
sales | 1,329 | - | - | 1,329 | 1,221 | - | - | 1,221 |
| Professional
services | - | 292 | - | 292 | - | 431 | - | 431 |
| Total
revenues | $ 6,815 | $ 292 | $ - | $ 7,107 | $ 6,580 | $ 431 | $ - | $ 7,011 |

Contract Balances

As of September 30, 2024 and December 31, 2023, accounts receivable from contracts with customers, net of allowance for doubtful accounts, was approximately $ 2.2 million and $ 2.1 million, respectively.

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Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

(Unaudited)

As of September 30, 2024 and December 31, 2023, deferred revenue from contracts with customers was approximately $ 2.1 million and $ 1.5 million, respectively. The balance of the contract liabilities at September 30, 2024 and December 31, 2023 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, 2024 (amounts in thousands):

| Deferred
revenue: — Unearned
revenue December 31, 2023 | $ 1,485 | |
| --- | --- | --- |
| Unearned
billings | 3,246 | |
| Revenue
recognized | ( 2,585 | ) |
| Unearned
revenue September 30, 2024 | $ 2,146 | |

Note 10 – Leases

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

| | Three
months ended September 30, — 2024 | 2023 | Nine
months ended September 30, — 2024 | 2023 |
| --- | --- | --- | --- | --- |
| Operating
lease cost | $ 110 | $ 119 | $ 337 | $ 364 |
| Finance
lease cost | | | | |
| Amortization
of assets | 4 | 4 | 11 | 11 |
| Interest
on finance lease obligations | 1 | 1 | 3 | 4 |
| Variable
lease cost | - | - | - | - |
| Total
net lease cost | $ 115 | $ 124 | $ 351 | $ 379 |

Included in the table above, for the three and nine months ended September 30, 2024 and 2023, is $ 0.1 million and $ 0.3 million of operating lease cost 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: | September
30, 2024 — Related
Party | Other | Total | December
31, 2023 — Related
Party | Other | Total |
| --- | --- | --- | --- | --- | --- | --- |
| Operating
lease ROU assets | $ 1,991 | $ 113 | $ 2,104 | $ 2,158 | $ 87 | $ 2,245 |
| Current
operating lease liabilities | $ 269 | $ 66 | $ 335 | $ 249 | $ 49 | $ 298 |
| Noncurrent
operating lease liabilities | 2,203 | 49 | 2,252 | 2,407 | 40 | 2,447 |
| Total
operating lease liabilities | $ 2,472 | $ 115 | $ 2,587 | $ 2,656 | $ 89 | $ 2,745 |

| Finance
leases: — Right
of use asset, at cost | September
30, 2024 — $ 76 | $ | 76 | |
| --- | --- | --- | --- | --- |
| Accumulated
amortization | ( 36 | ) | ( 25 | ) |
| Property
and equipment, net | $ 40 | $ | 51 | |
| Current
obligations of finance leases | $ 15 | $ | 14 | |
| Finance
leases, net of current obligations | 29 | | 41 | |
| Total
finance lease liabilities | $ 44 | $ | 55 | |
| Weighted
average remaining lease term (in years): | | | | |
| Operating
leases | 6.6 | | 7.4 | |
| Finance
leases | 3.0 | | 3.7 | |
| Weighted average
discount rate: | | | | |
| Operating
leases | 5.8 | % | 5.8 | % |
| Finance
leases | 8.4 | % | 8.3 | % |

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Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

(Unaudited)

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

| | Three
months ended September 30, — 2024 | 2023 | Nine
months ended September 30, — 2024 | 2023 |
| --- | --- | --- | --- | --- |
| Cash
paid for amounts included in the measurement of lease liabilities: | | | | |
| Operating
cash flows from operating leases | $ 118 | $ 126 | $ 354 | $ 380 |
| Operating
cash flows from finance leases | $ 1 | $ 1 | $ 3 | $ 4 |
| Financing
cash flows from finance leases | $ 3 | $ 3 | $ 10 | $ 9 |
| ROU
assets obtained in exchange for lease liabilities: | | | | |
| Operating
leases | $ - | $ - | $ 80 | $ - |

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

| Years
Ending December 31st, — 2024
(remaining three months) | Operating
Leases — $ 119 | $ | 4 | |
| --- | --- | --- | --- | --- |
| 2025 | 471 | | 18 | |
| 2026 | 456 | | 14 | |
| 2027 | 430 | | 14 | |
| 2028 | 443 | | - | |
| Thereafter | 1,205 | | - | |
| Total
lease payments | 3,124 | | 50 | |
| Less
amount representing interest | ( 537 | ) | ( 6 | ) |
| Total
lease obligations | 2,587 | | 44 | |
| Less
current portion | ( 335 | ) | ( 15 | ) |
| Long-term
lease obligations | $ 2,252 | $ | 29 | |

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 professional services reportable segment. SureHarvest, which includes Postelsia, is the sole operating segment. This segment includes consulting, data analysis and other reporting service revenues.

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Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

(Unaudited)

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.

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, 2024 — Verification
and Certification Segment | Consulting
Segment | | Eliminations
and Other | | Consolidated
Totals | Verification
and Certification Segment | | Consulting
Segment | | Eliminations
and Other | | Consolidated
Totals | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Assets: | | | | | | | | | | | | | | |
| Goodwill | $ 1,947 | $ | 999 | $ - | | $ 2,946 | $ | 1,947 | $ 999 | | $ - | | $ 2,946 | |
| All
other assets, net | ( 536 | ) | 2,715 | 11,821 | | 14,000 | | 5,252 | 2,686 | | 6,804 | | 14,742 | |
| Total
assets | $ 1,411 | $ | 3,714 | $ 11,821 | | $ 16,946 | $ | 7,199 | $ 3,685 | | $ 6,804 | | $ 17,688 | |
| Revenues: | | | | | | | | | | | | | | |
| Verification
and certification service revenue | $ 5,486 | $ | - | $ - | | $ 5,486 | $ | 5,359 | $ - | | $ - | | $ 5,359 | |
| Product
sales | 1,329 | | - | - | | 1,329 | | 1,221 | - | | - | | 1,221 | |
| Professional
services | - | | 292 | - | | 292 | | - | 431 | | - | | 431 | |
| Total
revenues | $ 6,815 | $ | 292 | $ - | | $ 7,107 | $ | 6,580 | $ 431 | | $ - | | $ 7,011 | |
| Costs of revenues: | | | | | | | | | | | | | | |
| Costs
of verification and certification services | 3,288 | | - | - | | 3,288 | | 3,123 | - | | - | | 3,123 | |
| Costs
of products | 841 | | - | - | | 841 | | 681 | - | | - | | 681 | |
| Costs
of professional services | - | | 204 | - | | 204 | | - | 341 | | - | | 341 | |
| Total
costs of revenues | 4,129 | | 204 | - | | 4,333 | | 3,804 | 341 | | - | | 4,145 | |
| Gross
profit | 2,686 | | 88 | - | | 2,774 | | 2,776 | 90 | | - | | 2,866 | |
| Depreciation
& amortization | 115 | | 41 | - | | 156 | | 111 | 42 | | - | | 153 | |
| Other
operating expenses | 1,978 | | 32 | - | | 2,010 | | 1,682 | 85 | | - | | 1,767 | |
| Segment
operating income/(loss) | $ 593 | $ | 15 | $ - | | $ 608 | $ | 983 | $ ( 37 | ) | $ - | | $ 946 | |
| Other
items to reconcile segment operating income (loss) to net income/(loss): | | | | | | | | | | | | | | |
| Other
income / (expense) | 65 | | - | - | | 65 | | 65 | ( 2 | ) | - | | 63 | |
| Income
tax expense | - | | - | ( 181 | ) | ( 181 | ) | - | - | | ( 286 | ) | ( 286 | ) |
| Net
income/(loss) | $ 658 | $ | 15 | $ ( 181 | ) | $ 492 | $ | 1,048 | $ ( 39 | ) | $ ( 286 | ) | $ 723 | |

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Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

(Unaudited)

| | Nine
months ended September 30, 2024 — Verification
and Certification Segment | Consulting
Segment | | Eliminations
and Other | | Consolidated
Totals | Verification
and Certification Segment | | Consulting
Segment | | Eliminations
and Other | | Consolidated
Totals | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Assets: | | | | | | | | | | | | | | |
| Goodwill | $ 1,947 | $ | 999 | $ - | | $ 2,946 | $ | 1,947 | $ 999 | | $ - | | $ 2,946 | |
| All
other assets, net | ( 536 | ) | 2,715 | 11,821 | | 14,000 | | 5,252 | 2,686 | | 6,804 | | 14,742 | |
| Total
assets | $ 1,411 | $ | 3,714 | $ 11,821 | | $ 16,946 | $ | 7,199 | $ 3,685 | | $ 6,804 | | $ 17,688 | |
| Revenues: | | | | | | | | | | | | | | |
| Verification
and certification service revenue | $ 15,172 | $ | - | $ - | | $ 15,172 | $ | 13,944 | $ - | | $ - | | $ 13,944 | |
| Product
sales | 2,881 | | - | - | | 2,881 | | 3,130 | - | | - | | 3,130 | |
| Professional
services | - | | 1,031 | - | | 1,031 | | - | 1,330 | | - | | 1,330 | |
| Total
revenues | $ 18,053 | $ | 1,031 | $ - | | $ 19,084 | $ | 17,074 | $ 1,330 | | $ - | | $ 18,404 | |
| Costs of revenues: | | | | | | | | | | | | | | |
| Costs
of verification and certification services | 8,831 | | - | - | | 8,831 | | 8,055 | - | | - | | 8,055 | |
| Costs
of products | 1,744 | | - | - | | 1,744 | | 1,804 | - | | - | | 1,804 | |
| Costs
of professional services | - | | 748 | - | | 748 | | - | 1,030 | | - | | 1,030 | |
| Total
costs of revenues | 10,575 | | 748 | - | | 11,323 | | 9,859 | 1,030 | | - | | 10,889 | |
| Gross
profit | 7,478 | | 283 | - | | 7,761 | | 7,215 | 300 | | - | | 7,515 | |
| Depreciation
& amortization | 342 | | 125 | - | | 467 | | 361 | 127 | | - | | 488 | |
| Other
operating expenses | 5,691 | | 151 | - | | 5,842 | | 5,027 | 226 | | - | | 5,253 | |
| Segment
operating income/(loss) | $ 1,445 | $ | 7 | $ - | | $ 1,452 | $ | 1,827 | $ ( 53 | ) | $ - | | $ 1,774 | |
| Other
items to reconcile segment operating income (loss) to net income/(loss): | | | | | | | | | | | | | | |
| Other
income / (expense) | 172 | | 1 | - | | 173 | | 187 | ( 5 | ) | - | | 182 | |
| Income
tax expense | - | | - | ( 466 | ) | ( 466 | ) | - | - | | ( 580 | ) | ( 580 | ) |
| Net
income/(loss) | $ 1,617 | $ | 8 | $ ( 466 | ) | $ 1,159 | $ | 2,014 | $ ( 58 | ) | $ ( 580 | ) | $ 1,376 | |

Note 13 – Supplemental Cash Flow Information

| (Amounts
in thousands) | Nine
months ended September 30, — 2024 | 2023 |
| --- | --- | --- |
| Cash
paid during the year: | | |
| Interest
expense | $ - | $ - |
| Income
taxes | $ 925 | $ 659 |

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.

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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, 2023. 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 is 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), and Validus Verification Services (“Validus”). 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 professional 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

We continue to monitor risks related to pandemics, inflation and weather, as well as other 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, 2023 for additional information related to all of our risks.

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Environmental, Social and Governance (“ESG”) and Human Capital Resources

ESG

We take environmental and social responsibility very seriously. It’s the entire reason we spend day in and day out helping farmers, ranchers and brands around the world provide transparency to their consumers. Communicating authentic, sustainable, and traceable stories directly impacts our future.

We believe that sound corporate governance is critical to helping us achieve our goals, including with respect to ESG. We continue to evolve a governance framework that exercises appropriate oversight of responsibilities at all levels throughout the company and manages its affairs consistent with high principles of business ethics. Our internal ESG Council is made up of leaders from across our company, and regularly presents to our Executive Team, which oversees our ESG impacts, initiatives, and priorities.

Human Capital Resources

Our greatest asset is our people, and we continue to attract the best and brightest with our competitive pay and benefits package. As of September 30, 2024, we had 104 total employees, of which 94 were full-time employees. Approximately 84% of our workforce is comprised of female and other minority employees.

We are committed to providing a workplace where our employees feel respected and appreciated. Our Human Resource department (“HR”) conducts a new hire orientation, so employees know whom to contact with questions or concerns. HR has an open door policy and is actively involved in driving culture and engagement alongside business leaders.

Our policies are designed to promote fairness and respect for everyone. We hire, evaluate, and promote employees based on their skills and performance. Everyone is expected to be trustworthy, demonstrate excellence in their performance, and collaborate with others. With this in mind, we will not tolerate certain behaviors. These include harassment, retaliation, violence, intimidation, and discrimination of any kind on the basis of race, color, religion, national origin, gender, sexual orientation, gender identity, gender expression, age, disability or veteran status.

To continue innovating, we must ensure we have a talented and engaged workforce with ample opportunity to contribute to our mission and grow professionally. We are focused on intentionally creating pathways to career opportunities across WFCF through strategic initiatives such as internships and leadership training.

At WFCF, our employees show up passionate about making a difference in the world and for each other. With a majority-minority workforce, empowering our employee resource groups to take charge in driving initiatives that attract, develop, and retain our passionate workforce is vital to our continued success.

Seasonality

Our business is subject to seasonal fluctuations annually. 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.

Additionally, the cattle industry is cyclical by nature based on factors impacting current and future supplies such as drought-induced feedlot placements, higher cow and heifer slaughter, and lower auction receipts. The production lags inherent to this industry lead to long-lasting impacts of production decisions. For example, increased liquidation implies tighter supplies for next year. Similarly, times of herd expansion are typically a multi-year period. These cycles typically last roughly 10 years. The current cycle began in 2014 and we believe we are currently in the contraction phase of the cycle after peaking in 2018-2019. How long we continue to contract will be directly impacted by drought, pasture conditions, supply and demand.

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Liquidity and Capital Resources

At September 30, 2024 and December 31, 2023, we had cash and cash equivalents of approximately $2.8 million and $2.6 million, respectively. Our working capital at September 30, 2024 and December 31, 2023 was approximately $2.2 million and $3.2 million, respectively.

Net cash provided by operating activities for the nine months ended September 30, 2024 was approximately $2.8 million compared to $2.6 million during the same period in 2023. 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, and deferred taxes. Fluctuations are primarily due to operating performance offset by the timing of cash receipts and cash disbursements. The increase in cash provided by operating activities for the periods ending September 30, 2024 and 2023 was primarily driven by a change in accrued expenses and other current liabilities, prepaid expenses and other assets, and deferred revenue.

Net cash used in investing activities for the nine months ended September 30, 2024 was approximately $0.1 million compared to $0.3 million in the 2023 period. Net cash used in the period ending September 30, 2023 was primarily related to our equity investment in BlueTrace.

Net cash used in financing activities for the nine months ended September 30, 2024 and 2023 was approximately $2.5 million and $2.9 million, respectively. Cash used for the period ending nine months ended September 30, 2024, was primarily due to a private purchase of our common shares and the repurchase of common shares under the Stock Buyback Plan. Cash used for the period ending September 30, 2023, was primarily due to the repurchase of common shares under the Stock Buyback Plan.

Over the past several years, our growth has been funded primarily through cash flows 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. 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.

Field: Page; Sequence: 21; Value: 2

Field: /Page

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, 2024 and December 31, 2023, the effective interest rate was 10.0%. The LOC is collateralized by all the business assets of Where Food Comes From Organic, Inc. (“WFCFO”). As of September 30, 2024, and December 31, 2023, there were no amounts outstanding under this LOC.

Off-Balance Sheet Arrangements

As of September 30, 2024, we had no off-balance sheet arrangements of any type.

RESULTS OF OPERATIONS

Three and nine months ended September 30, 2024 compared to the same period in fiscal year 2023

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

| | Three
months ended September 30, 2024 — Verification
and Certification Segment | Consulting
Segment | | Eliminations
and Other | | Consolidated
Totals | Verification
and Certification Segment | | Consulting
Segment | | Eliminations
and Other | | Consolidated
Totals | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Assets: | | | | | | | | | | | | | | |
| Goodwill | $ 1,947 | $ | 999 | $ - | | $ 2,946 | $ | 1,947 | $ 999 | | $ - | | $ 2,946 | |
| All
other assets, net | (536 | ) | 2,715 | 11,821 | | 14,000 | | 5,252 | 2,686 | | 6,804 | | 14,742 | |
| Total
assets | $ 1,411 | $ | 3,714 | $ 11,821 | | $ 16,946 | $ | 7,199 | $ 3,685 | | $ 6,804 | | $ 17,688 | |
| Revenues: | | | | | | | | | | | | | | |
| Verification
and certification service revenue | $ 5,486 | $ | - | $ - | | $ 5,486 | $ | 5,359 | $ - | | $ - | | $ 5,359 | |
| Product
sales | 1,329 | | - | - | | 1,329 | | 1,221 | - | | - | | 1,221 | |
| Professional
services | - | | 292 | - | | 292 | | - | 431 | | - | | 431 | |
| Total
revenues | $ 6,815 | $ | 292 | $ - | | $ 7,107 | $ | 6,580 | $ 431 | | $ - | | $ 7,011 | |
| Costs of revenues: | | | | | | | | | | | | | | |
| Costs
of verification and certification services | 3,288 | | - | - | | 3,288 | | 3,123 | - | | - | | 3,123 | |
| Costs
of products | 841 | | - | - | | 841 | | 681 | - | | - | | 681 | |
| Costs
of professional services | - | | 204 | - | | 204 | | - | 341 | | - | | 341 | |
| Total
costs of revenues | 4,129 | | 204 | - | | 4,333 | | 3,804 | 341 | | - | | 4,145 | |
| Gross
profit | 2,686 | | 88 | - | | 2,774 | | 2,776 | 90 | | - | | 2,866 | |
| Depreciation
& amortization | 115 | | 41 | - | | 156 | | 111 | 42 | | - | | 153 | |
| Other
operating expenses | 1,978 | | 32 | - | | 2,010 | | 1,682 | 85 | | - | | 1,767 | |
| Segment
operating income/(loss) | $ 593 | $ | 15 | $ - | | $ 608 | $ | 983 | $ (37 | ) | $ - | | $ 946 | |
| Other
items to reconcile segment operating income (loss) to net income/(loss): | | | | | | | | | | | | | | |
| Other
income / (expense) | 65 | | - | - | | 65 | | 65 | (2 | ) | - | | 63 | |
| Income
tax expense | - | | - | (181 | ) | (181 | ) | - | - | | (286 | ) | (286 | ) |
| Net
income/(loss) | $ 658 | $ | 15 | $ (181 | ) | $ 492 | $ | 1,048 | $ (39 | ) | $ (286 | ) | $ 723 | |

Field: Page; Sequence: 22; Value: 2

Field: /Page

| | Nine
months ended September 30, 2024 — Verification
and Certification Segment | Consulting
Segment | | Eliminations
and Other | | Consolidated
Totals | Verification
and Certification Segment | | Consulting
Segment | | Eliminations
and Other | | Consolidated
Totals | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Assets: | | | | | | | | | | | | | | |
| Goodwill | $ 1,947 | $ | 999 | $ - | | $ 2,946 | $ | 1,947 | $ 999 | | $ - | | $ 2,946 | |
| All
other assets, net | (536 | ) | 2,715 | 11,821 | | 14,000 | | 5,252 | 2,686 | | 6,804 | | 14,742 | |
| Total
assets | $ 1,411 | $ | 3,714 | $ 11,821 | | $ 16,946 | $ | 7,199 | $ 3,685 | | $ 6,804 | | $ 17,688 | |
| Revenues: | | | | | | | | | | | | | | |
| Verification
and certification service revenue | $ 15,172 | $ | - | $ - | | $ 15,172 | $ | 13,944 | $ - | | $ - | | $ 13,944 | |
| Product
sales | 2,881 | | - | - | | 2,881 | | 3,130 | - | | - | | 3,130 | |
| Professional
services | - | | 1,031 | - | | 1,031 | | - | 1,330 | | - | | 1,330 | |
| Total
revenues | $ 18,053 | $ | 1,031 | $ - | | $ 19,084 | $ | 17,074 | $ 1,330 | | $ - | | $ 18,404 | |
| Costs of revenues: | | | | | | | | | | | | | | |
| Costs
of verification and certification services | 8,831 | | - | - | | 8,831 | | 8,055 | - | | - | | 8,055 | |
| Costs
of products | 1,744 | | - | - | | 1,744 | | 1,804 | - | | - | | 1,804 | |
| Costs
of professional services | - | | 748 | - | | 748 | | - | 1,030 | | - | | 1,030 | |
| Total
costs of revenues | 10,575 | | 748 | - | | 11,323 | | 9,859 | 1,030 | | - | | 10,889 | |
| Gross
profit | 7,478 | | 283 | - | | 7,761 | | 7,215 | 300 | | - | | 7,515 | |
| Depreciation
& amortization | 342 | | 125 | - | | 467 | | 361 | 127 | | - | | 488 | |
| Other
operating expenses | 5,691 | | 151 | - | | 5,842 | | 5,027 | 226 | | - | | 5,253 | |
| Segment
operating income/(loss) | $ 1,445 | $ | 7 | $ - | | $ 1,452 | $ | 1,827 | $ (53 | ) | $ - | | $ 1,774 | |
| Other
items to reconcile segment operating income (loss) to net income/(loss): | | | | | | | | | | | | | | |
| Other
income / (expense) | 172 | | 1 | - | | 173 | | 187 | (5 | ) | - | | 182 | |
| Income
tax expense | - | | - | (466 | ) | (466 | ) | - | - | | (580 | ) | (580 | ) |
| Net
income/(loss) | $ 1,617 | $ | 8 | $ (466 | ) | $ 1,159 | $ | 2,014 | $ (58 | ) | $ (580 | ) | $ 1,376 | |

Verification and Certification Segment

Verification and certification service revenues consist of fees charged for verification audits and other verification and certification related 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. We are recognized and utilized by numerous standard-setting bodies as an accredited verification or certification service provider. We enable food producers and brands to make certain claims on live animals or packaged food products by verifying that they are meeting the standards or guidelines associated with the claim(s) they are making. Verification and certification service revenue for the three and nine months ended September 30, 2024 increased 2.4% and 8.8%, respectively, compared with the same periods in 2023. While our verification and certification service revenue continues to improve due to new customer growth and bundling opportunities, we believe we are in a low point of a contraction phase within the cattle cycle which negatively impacts revenue tied directly to price per head of cattle.

Field: Page; Sequence: 23; Value: 2

Field: /Page

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 months ended September 30, 2024 slightly increased $0.1 million, compared to the same period in 2023. Product sales for the nine months ended September 30, 2024 decreased $0.3 million, compared to the same period in 2023. We continue to see some new customer growth, but our customers are ordering less tags due to smaller beef cow herd size. According to the USDA July 2023 statistics, overall beef cow inventories have declined over 3% compared to last year. As mentioned above, we believe we are at a low point of a contraction phase within the cattle cycle which negatively impacts revenue tied directly to price per head of cattle.

Segment costs of revenues for the three and nine months ended September 30, 2024 were approximately $4.1 million and $10.6 million, respectively, compared to approximately $3.8 million and $9.9 million, respectively for the same periods in 2023. Gross margin for the three months ended September 30, 2024 and 2023 was 39.4% and 42.2%, respectively, while the gross margin for the nine months ended September 30, 2024 and 2023 was 41.4% and 42.3%, respectively. The slight decline was primarily driven by higher cost of product sales overset by higher margin verification services. 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, 2024 increased by approximately $0.3 million and $0.6 million, respectively, compared to the same three and nine month periods in 2023. Some of the increase was due to costs incurred to expand our marketing efforts both nationally and internationally. Additionally, some year-end audit and tax return preparation fees were incurred during the third quarter of 2024 versus the fourth quarter of 2023.

Professional Services Segment

Professional services includes a wide range of professional consulting, data analysis, reporting and technology solutions that support our verification business and generate incremental revenue specific to the food and agricultural industry. Professional services revenue for the three and nine months ended September 30, 2024 decreased approximately $0.1 million and $0.3 million, respectively, compared to the same periods in 2023.

Costs of revenues for our professional services segment for the three and nine months ended September 30, 2024 was approximately $0.2 million and $0.7 million, respectively, compared to approximately $0.3 million and $1.0 million, respectively, for the same periods in 2023. Gross margin for the three and nine months ended September 30, 2024 increased to 30.1% and 27.4%, respectively, compared to 20.9% and 22.6% for the same periods in 2023, as a result of realigning employees tasks to more profitable areas of focus.

Dividend Income from Progressive Beef

For the three and nine months ended September 30, 2024 and 2023, the Company received dividend income from Progressive Beef of $50,000 and $150,000, respectively, representing a distribution of their earnings.

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 months ended September 30, 2024 and 2023 we recorded an income tax expense of approximately $0.2 million and $0.3 million, respectively. For the nine months ended September 30, 2024 and 2023 we recorded an income tax expense of approximately $0.5 million and $0.6 million, respectively.

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, 2024 was approximately $0.5 million and $1.2 million, respectively, and $0.09 and $0.22, respectively, per basic share common share and $0.09 and $0.21 per diluted common share. Compared to net income of approximately $0.7 million and $1.4 million, respectively, and $0.13 and $0.25, respectively, per basic share and $0.13 and $0.24, respectively, per diluted common share for the three and nine months ended September 30, 2023.

Field: Page; Sequence: 24; Value: 2

Field: /Page

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.

Field: Page; Sequence: 25; Value: 2

Field: /Page

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ITEM 1A. RISK FACTORS

Our business is subject to a number of risks, including those identified in Item 1A. — “Risk Factors” of our 2023 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, 2024 , the Company recognizes matters specific to pandemics, 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.

ITEM 2. ISSUER PURCHASES OF EQUITY SECURITIES

Issuer Purchases of Equity Securities

On September 30, 2019, our Board of Directors approved a new plan to buyback up to 2.5 million additional shares of our common stock from the open market (“Stock Buyback Plan”). Activity for the three months ended September 30, 2024 is as follows:

| Shares
purchased - July 2024 | 6,147 | Cost
of Shares (in thousands) — $ 66 | Average
Cost per Share — $ 10.76 |
| --- | --- | --- | --- |
| Shares purchased
- August 2024 | 19,448 | 215 | $ 11.08 |
| Shares
purchased - September 2024 | 41,025 | 453 | $ 11.04 |
| Total | 66,620 | $ 734 | |

Private Purchase of Common Shares

During March 2024, the Company purchased 80,201 shares of its common stock from one shareholder for approximately $1.0 million. The purchase was limited to this single shareholder who approached the company; it was privately negotiated and involved no solicitation or advertising. No fees were paid in connection with the transaction, as it was a non-brokered placement. The shares were immediately retired upon purchase.

Field: Page; Sequence: 26; Value: 2

Field: /Page

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)

Field: Page; Sequence: 27; Value: 2

Field: /Page

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 12, 2024 | |
| --- | --- |
| By: | /s/
John K. Saunders |
| | Chief
Executive Officer |

By:
Chief
Financial Officer

Field: Page; Sequence: 28; Options: Last

Field: /Page

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