false FY 0001360565 P2Y 10 http://wherefoodcomesfrom.com/20231231#OperatingAndFinanceLeaseRightOfUseAsset http://wherefoodcomesfrom.com/20231231#OperatingAndFinanceLeaseRightOfUseAsset P66M P61M 0001360565 2023-01-01 2023-12-31 0001360565 2023-06-30 0001360565 2024-02-08 0001360565 2023-12-31 0001360565 2022-12-31 0001360565 2022-01-01 2022-12-31 0001360565 WFCF:VerificationAndCertificationServiceRevenueMember 2023-01-01 2023-12-31 0001360565 WFCF:VerificationAndCertificationServiceRevenueMember 2022-01-01 2022-12-31 0001360565 WFCF:ProductSalesMember 2023-01-01 2023-12-31 0001360565 WFCF:ProductSalesMember 2022-01-01 2022-12-31 0001360565 WFCF:ProfessionalServicesMember 2023-01-01 2023-12-31 0001360565 WFCF:ProfessionalServicesMember 2022-01-01 2022-12-31 0001360565 2021-12-31 0001360565 us-gaap:CommonStockMember 2021-12-31 0001360565 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001360565 us-gaap:TreasuryStockCommonMember 2021-12-31 0001360565 us-gaap:RetainedEarningsMember 2021-12-31 0001360565 us-gaap:CommonStockMember 2022-01-01 2022-12-31 0001360565 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-12-31 0001360565 us-gaap:TreasuryStockCommonMember 2022-01-01 2022-12-31 0001360565 us-gaap:RetainedEarningsMember 2022-01-01 2022-12-31 0001360565 us-gaap:CommonStockMember 2022-12-31 0001360565 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001360565 us-gaap:TreasuryStockCommonMember 2022-12-31 0001360565 us-gaap:RetainedEarningsMember 2022-12-31 0001360565 us-gaap:CommonStockMember 2023-01-01 2023-12-31 0001360565 us-gaap:AdditionalPaidInCapitalMember 2023-01-01 2023-12-31 0001360565 us-gaap:TreasuryStockCommonMember 2023-01-01 2023-12-31 0001360565 us-gaap:RetainedEarningsMember 2023-01-01 2023-12-31 0001360565 us-gaap:CommonStockMember 2023-12-31 0001360565 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001360565 us-gaap:TreasuryStockCommonMember 2023-12-31 0001360565 us-gaap:RetainedEarningsMember 2023-12-31 0001360565 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputDiscountRateMember srt:MinimumMember 2023-12-31 0001360565 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputDiscountRateMember srt:MaximumMember 2023-12-31 0001360565 us-gaap:MeasurementInputLongTermRevenueGrowthRateMember us-gaap:FairValueInputsLevel3Member 2023-12-31 0001360565 srt:MinimumMember 2023-12-31 0001360565 srt:MaximumMember 2023-12-31 0001360565 WFCF:VerificationAndCertificationSegmentMember WFCF:VerificationAndCertificationServiceRevenueMember 2023-01-01 2023-12-31 0001360565 WFCF:ProfessionalServicesSegmentMember WFCF:VerificationAndCertificationServiceRevenueMember 2023-01-01 2023-12-31 0001360565 WFCF:EliminationsAndOtherMember WFCF:VerificationAndCertificationServiceRevenueMember 2023-01-01 2023-12-31 0001360565 WFCF:VerificationAndCertificationSegmentMember WFCF:VerificationAndCertificationServiceRevenueMember 2022-01-01 2022-12-31 0001360565 WFCF:ProfessionalServicesSegmentMember WFCF:VerificationAndCertificationServiceRevenueMember 2022-01-01 2022-12-31 0001360565 WFCF:EliminationsAndOtherMember WFCF:VerificationAndCertificationServiceRevenueMember 2022-01-01 2022-12-31 0001360565 WFCF:VerificationAndCertificationSegmentMember WFCF:ProductSalesMember 2023-01-01 2023-12-31 0001360565 WFCF:ProfessionalServicesSegmentMember WFCF:ProductSalesMember 2023-01-01 2023-12-31 0001360565 WFCF:EliminationsAndOtherMember WFCF:ProductSalesMember 2023-01-01 2023-12-31 0001360565 WFCF:VerificationAndCertificationSegmentMember WFCF:ProductSalesMember 2022-01-01 2022-12-31 0001360565 WFCF:ProfessionalServicesSegmentMember WFCF:ProductSalesMember 2022-01-01 2022-12-31 0001360565 WFCF:EliminationsAndOtherMember WFCF:ProductSalesMember 2022-01-01 2022-12-31 0001360565 WFCF:VerificationAndCertificationSegmentMember WFCF:ProfessionalServicesMember 2023-01-01 2023-12-31 0001360565 WFCF:ProfessionalServicesSegmentMember WFCF:ProfessionalServicesMember 2023-01-01 2023-12-31 0001360565 WFCF:EliminationsAndOtherMember WFCF:ProfessionalServicesMember 2023-01-01 2023-12-31 0001360565 WFCF:VerificationAndCertificationSegmentMember WFCF:ProfessionalServicesMember 2022-01-01 2022-12-31 0001360565 WFCF:ProfessionalServicesSegmentMember WFCF:ProfessionalServicesMember 2022-01-01 2022-12-31 0001360565 WFCF:EliminationsAndOtherMember WFCF:ProfessionalServicesMember 2022-01-01 2022-12-31 0001360565 WFCF:VerificationAndCertificationSegmentMember 2023-01-01 2023-12-31 0001360565 WFCF:ProfessionalServicesSegmentMember 2023-01-01 2023-12-31 0001360565 WFCF:EliminationsAndOtherMember 2023-01-01 2023-12-31 0001360565 WFCF:VerificationAndCertificationSegmentMember 2022-01-01 2022-12-31 0001360565 WFCF:ProfessionalServicesSegmentMember 2022-01-01 2022-12-31 0001360565 WFCF:EliminationsAndOtherMember 2022-01-01 2022-12-31 0001360565 us-gaap:AutomobilesMember 2023-12-31 0001360565 us-gaap:AutomobilesMember 2022-12-31 0001360565 us-gaap:FurnitureAndFixturesMember 2023-12-31 0001360565 us-gaap:FurnitureAndFixturesMember 2022-12-31 0001360565 us-gaap:SoftwareAndSoftwareDevelopmentCostsMember 2023-12-31 0001360565 us-gaap:SoftwareAndSoftwareDevelopmentCostsMember 2022-12-31 0001360565 WFCF:WebsiteMember 2023-12-31 0001360565 WFCF:WebsiteMember 2022-12-31 0001360565 us-gaap:BuildingAndBuildingImprovementsMember 2023-12-31 0001360565 us-gaap:BuildingAndBuildingImprovementsMember 2022-12-31 0001360565 WFCF:ProgressiveBeefLLCMember 2018-08-09 0001360565 WFCF:ProgressiveBeefLLCMember 2019-08-09 2019-08-09 0001360565 WFCF:ShellFishSolutionsIncMember 2023-03-28 2023-03-29 0001360565 us-gaap:TrademarksAndTradeNamesMember 2023-12-31 0001360565 us-gaap:TrademarksAndTradeNamesMember 2022-12-31 0001360565 srt:MinimumMember us-gaap:TrademarksAndTradeNamesMember 2022-12-31 0001360565 srt:MaximumMember us-gaap:TrademarksAndTradeNamesMember 2022-12-31 0001360565 WFCF:AccreditationsMember 2023-12-31 0001360565 WFCF:AccreditationsMember 2022-12-31 0001360565 us-gaap:CustomerRelationshipsMember 2023-12-31 0001360565 us-gaap:CustomerRelationshipsMember 2022-12-31 0001360565 srt:MinimumMember us-gaap:CustomerRelationshipsMember 2022-12-31 0001360565 srt:MaximumMember us-gaap:CustomerRelationshipsMember 2022-12-31 0001360565 us-gaap:PatentsMember 2023-12-31 0001360565 us-gaap:PatentsMember 2022-12-31 0001360565 us-gaap:NoncompeteAgreementsMember 2023-12-31 0001360565 us-gaap:NoncompeteAgreementsMember 2022-12-31 0001360565 us-gaap:RevolvingCreditFacilityMember 2023-01-01 2023-12-31 0001360565 us-gaap:RevolvingCreditFacilityMember 2023-12-31 0001360565 us-gaap:RevolvingCreditFacilityMember 2022-12-31 0001360565 WFCF:CorporateHeadquartersMember 2023-01-01 2023-12-31 0001360565 WFCF:CorporateHeadquartersMember 2022-01-01 2022-12-31 0001360565 WFCF:TheMoveLLCMember 2023-12-31 0001360565 us-gaap:RelatedPartyMember 2023-12-31 0001360565 WFCF:OtherMember 2023-12-31 0001360565 us-gaap:RelatedPartyMember 2022-12-31 0001360565 WFCF:OtherMember 2022-12-31 0001360565 2019-09-30 0001360565 us-gaap:EmployeeStockOptionMember 2023-01-01 2023-12-31 0001360565 us-gaap:EmployeeStockOptionMember 2022-01-01 2022-12-31 0001360565 WFCF:EmployeeStockAwardMember 2023-01-01 2023-12-31 0001360565 WFCF:EmployeeStockAwardMember 2022-01-01 2022-12-31 0001360565 WFCF:TwoThousandAndTwentyFourMember 2023-12-31 0001360565 WFCF:TwoThousandAndTwentyFiveMember 2023-12-31 0001360565 WFCF:TwoThousandSixEquityIncentivePlanMember 2023-01-01 2023-12-31 0001360565 WFCF:TwoThousandSixteenEquityIncentivePlanMember 2023-01-01 2023-12-31 0001360565 WFCF:EmployeeMember 2023-01-01 2023-12-31 0001360565 WFCF:EmployeeMember 2023-12-31 0001360565 WFCF:EmployeeMember 2022-01-01 2022-12-31 0001360565 WFCF:EmployeeMember 2022-12-31 0001360565 WFCF:BoardOfDirectorMember 2022-01-01 2022-12-31 0001360565 WFCF:BoardOfDirectorMember 2022-12-31 0001360565 2021-01-01 2021-12-31 0001360565 us-gaap:RelatedPartyMember 2023-01-01 2023-12-31 0001360565 us-gaap:RelatedPartyMember 2022-01-01 2022-12-31 0001360565 WFCF:TheMoveLLCMember WFCF:CeoAndPresidentMember 2023-01-01 2023-12-31 0001360565 WFCF:CastleRockNewLeaseMember 2023-12-31 0001360565 WFCF:CastleRockNewLeaseMember 2023-01-01 2023-12-31 0001360565 WFCF:NewLeaseAgreementMember 2017-09-30 0001360565 WFCF:NewLeaseAgreementMember 2017-09-01 2017-09-30 0001360565 WFCF:NewLeaseAgreementMember 2018-12-31 0001360565 WFCF:NewLeaseAgreementMember 2018-12-29 2018-12-31 0001360565 WFCF:NewLeaseAgreementMember WFCF:SureHarvestAndJVFOfficeSpaceMember 2023-01-01 2023-12-31 0001360565 WFCF:NewLeaseAgreementMember 2021-06-30 0001360565 WFCF:NewLeaseAgreementMember 2021-06-01 2021-06-30 0001360565 WFCF:NewLeaseAgreementMember 2021-12-31 0001360565 WFCF:NewLeaseAgreementMember 2021-12-01 2021-12-31 0001360565 WFCF:MedinaNorthDakotaOfficeMember WFCF:NorthDakotaOfficeSpaceMember 2021-01-01 2021-12-31 0001360565 WFCF:VerificationAndCertificationSegmentMember 2023-12-31 0001360565 WFCF:ProfessionalServicesSegmentMember 2023-12-31 0001360565 WFCF:EliminationsAndOtherMember 2023-12-31 0001360565 WFCF:VerificationAndCertificationSegmentMember 2022-12-31 0001360565 WFCF:ProfessionalServicesSegmentMember 2022-12-31 0001360565 WFCF:EliminationsAndOtherMember 2022-12-31 0001360565 WFCF:VerificationAndCertificationSegmentMember us-gaap:ServiceMember 2023-01-01 2023-12-31 0001360565 WFCF:ProfessionalServicesSegmentMember us-gaap:ServiceMember 2023-01-01 2023-12-31 0001360565 WFCF:EliminationsAndOtherMember us-gaap:ServiceMember 2023-01-01 2023-12-31 0001360565 us-gaap:ServiceMember 2023-01-01 2023-12-31 0001360565 WFCF:VerificationAndCertificationSegmentMember us-gaap:ServiceMember 2022-01-01 2022-12-31 0001360565 WFCF:ProfessionalServicesSegmentMember us-gaap:ServiceMember 2022-01-01 2022-12-31 0001360565 WFCF:EliminationsAndOtherMember us-gaap:ServiceMember 2022-01-01 2022-12-31 0001360565 us-gaap:ServiceMember 2022-01-01 2022-12-31 0001360565 WFCF:VerificationAndCertificationSegmentMember us-gaap:ProductMember 2023-01-01 2023-12-31 0001360565 WFCF:ProfessionalServicesSegmentMember us-gaap:ProductMember 2023-01-01 2023-12-31 0001360565 WFCF:EliminationsAndOtherMember us-gaap:ProductMember 2023-01-01 2023-12-31 0001360565 us-gaap:ProductMember 2023-01-01 2023-12-31 0001360565 WFCF:VerificationAndCertificationSegmentMember us-gaap:ProductMember 2022-01-01 2022-12-31 0001360565 WFCF:ProfessionalServicesSegmentMember us-gaap:ProductMember 2022-01-01 2022-12-31 0001360565 WFCF:EliminationsAndOtherMember us-gaap:ProductMember 2022-01-01 2022-12-31 0001360565 us-gaap:ProductMember 2022-01-01 2022-12-31 0001360565 WFCF:VerificationAndCertificationSegmentMember WFCF:CostsOfProfessionalServicesMember 2023-01-01 2023-12-31 0001360565 WFCF:ProfessionalServicesSegmentMember WFCF:CostsOfProfessionalServicesMember 2023-01-01 2023-12-31 0001360565 WFCF:EliminationsAndOtherMember WFCF:CostsOfProfessionalServicesMember 2023-01-01 2023-12-31 0001360565 WFCF:CostsOfProfessionalServicesMember 2023-01-01 2023-12-31 0001360565 WFCF:VerificationAndCertificationSegmentMember WFCF:CostsOfProfessionalServicesMember 2022-01-01 2022-12-31 0001360565 WFCF:ProfessionalServicesSegmentMember WFCF:CostsOfProfessionalServicesMember 2022-01-01 2022-12-31 0001360565 WFCF:EliminationsAndOtherMember WFCF:CostsOfProfessionalServicesMember 2022-01-01 2022-12-31 0001360565 WFCF:CostsOfProfessionalServicesMember 2022-01-01 2022-12-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure WFCF:Integer iso4217:CAD utr:sqft

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 10-K

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2023

 

TRANSITION REPORT PURSUANT TO 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 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

 

Securities registered pursuant to Section 12(b) of the Act: None

 

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

Common Stock, $0.001 par value

(Title of Class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

 

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

 

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

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes ☐ No ☒

 

Indicated by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7252(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by checkmark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Yes ☐ No

 

Indicate by checkmark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to Section 240.10D-1(b). Yes ☐ No ☒

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No

 

The aggregate market value of the voting stock held by non-affiliates of the registrant on June 30, 2023, the last business day of our most recently completed second fiscal quarter, was $32,174,942, based on the closing stock price on June 30, 2023 of $13.83.

 

The number of shares of the registrant’s common stock, $0.001 par value per share, outstanding as of February 8, 2024 was 5,487,269.

 

DOCUMENTS INCORPORATED BY REFERENCE: Part III is incorporated by reference from the registrant’s Definitive Proxy Statement for its 2024 Annual Meeting of Shareholders to be filed, pursuant to Regulation 14A, within 120 days after the close of the registrant’s 2023 fiscal year.

 

 

 

 
 

 

TABLE OF CONTENTS

 

    Page
PART I
ITEM 1. BUSINESS 3
ITEM 1A. RISK FACTORS 10
ITEM 1B. UNRESOLVED STAFF COMMENTS 18
ITEM 1C. CYBERSECURITY 18
ITEM 2. PROPERTIES 20
ITEM 3. LEGAL PROCEEDINGS 20
ITEM 4. MINE SAFETY DISCLOSURES 20
PART II
     
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 21
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 22
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 31
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 31
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 59
ITEM 9A. CONTROLS AND PROCEDURES 59
ITEM 9B. OTHER INFORMATION 59
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 59
PART III
     
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 60
ITEM 11. EXECUTIVE COMPENSATION 60
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 60
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 60
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 60
ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES 61
ITEM 16. FORM 10-K SUMMARY 62
  SIGNATURES 63

 

2
 

 

PART I

 

ITEM 1. BUSINESS

 

GENERAL

 

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.

 

BUSINESS OVERVIEW

 

What We Do

 

The Company is one of the nation’s largest independent, third-party traceability and verification providers.

 

We use rigorous verification processes on food production processes to ensure that claims made by food producers and processors are accurate. We care about food and other agricultural 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. Our customers include top-tier players in the food and wine space.

 

3
 

 

The Company also provides a wide range of professional consulting services and technology solutions that generate incremental revenue specific to the food and agricultural industry and drive sustainable value creation.

 

The Company’s business benefits from growing demand by consumers, retailers and government for increased transparency into food production practices.

 

Consumers: Due to concerns about social responsibility and sustainability, food safety, and an overall increase in health consciousness, consumers are demanding more information about the food they purchase.

 

Retailers: Responding to consumer demands for increased transparency as well as to the negative impact food scandals have on their bottom lines, retailers are requiring their suppliers to adhere to more stringent traceability and verification of product claims.

 

Government Regulation: Regulations including the U.S. Department of Agriculture’s (“USDA”) Animal Disease Traceability program, international export requirements, non-GMO and gluten-free testing requirements, and ingredient labeling regulations are all impacting product verification.

 

Growth Strategy

 

Due to organic growth in our portfolio of auditing standards, consumer demand and acquisitions, our sales have grown rapidly from $1.1 million in 2006 to $25.1 million in 2023, an 18-year compounded annual growth rate (“CAGR”) of approximately 19%.

 

Our growth strategy is as follows:

 

  To cover more food groups than any other verification provider. Currently we verify beef, lamb, pork, poultry, seafood, dairy, eggs, fresh produce, nuts and grains, wine and finished products. In the future, we hope to further expand our scope within beverages, seafood and other produce.
  To offer solutions for all participants in the food supply chain, including feed and input ingredient providers, farmers, producers, packers, auction barns, processors, handlers, distributors, restaurants, retailers and consumers.
  To expand on the industry’s largest solutions portfolio. We currently are verifying or certifying to more than 50 certification standards or guidelines. To our knowledge, that is the most in the industry.
  To continue organic growth. We leverage our bundling capability to aggressively pursue new customers, while sustaining our recurring revenue model and high retention rates.
  To continue growth through merger and acquisition opportunities. Through selective acquisitions, we can expand our footprint by adding new customers, services, food groups and revenue streams.

 

INDUSTRY BACKGROUND

 

The value-added food industry has been growing rapidly for the past several years in response to increased consumer interest about social responsibility, sustainability and food safety production practices. We continue to see a growing interest from consumers regarding how their food is produced. We are in an increasingly global food market with food products traveling around the world, and brands differentiating themselves in the market. These key drivers are increasing the number of food labeling claims made on food products.

 

Natural and/or organic are examples of food labels that indicate that the food or other agricultural product has been produced in a certain way. Natural and organic sales are only part of the story of how consumers look for the verification of practices tied to food labeling claims. Other factors are also becoming increasingly more important to consumers, evidenced on menus and product labels. While not an exhaustive list, some of the issues that farms, ranches, producers, processors, restaurants and retailers are addressing include how animals are cared for and handled, how a product’s production impacts the environment and societies, and what inputs were used in the production of food items (like antibiotics).

 

4
 

 

As consumers want more assurance about the trustworthiness of labeling claims, there is a growing trend for verification of practices around sustainability. As the agriculture, livestock and food industries continue to mature and expand internationally, there is an increasing need to record, manage, report and verify information regarding the source, age, genetic background, animal husbandry, environmental stewardship, practices surrounding the people and community, and other credence attributes. We believe verification of labeling claims by an independent third-party can meet consumer demands and expectations. Third-party verification also benefits producers, processors, distributors, restaurants, and retailers by addressing marketplace differentiation and global competitiveness.

 

Current Marketplace Opportunities

 

Because of growing demand for increased transparency into food production practices, we believe there are three main market drivers to promote forward momentum for our business:

 

Market Driver #1 - Consumer awareness and expectations

 

Per Steve Stouffer, group president of Tyson Fresh Meats, “We recognize the importance of sustainable beef production practices that take care of people, the planet and animals. Our goal is to work with ranchers to verify (via a third-party) and, when possible, improve those practices so that we can be transparent with our customers and consumers about how cattle in our supply chain are raised.”

 

Per Priya Khan, Founder and CEO of Nutrigold, “concerned consumers often wonder if the claims on product labels are actually true. They want to buy healthy, environmentally-friendly products and often pay a premium to do so. It is difficult to know what companies you can trust, and hard to tell what you are really getting when you buy. Something an increasing number of companies do to add transparency is use third-party verification, so consumers can buy with confidence.”

 

A 2023 report from The Business Research Company projected the global organic food market grew from $259.06 billion in 2022 to $294.54 billion in 2023 at a CAGR of 13.7%. Major players in the market include General Mills Inc., Nestle, Cargill, Inc., Danone, United Natural Foods Inc. and Amy’s Kitchen. Increasing health concerns due to the growing number of chemical poisoning cases globally is acting as a driver in the organic food market. This is causing consumers to shift their focus towards organic food products.

 

Market Driver #2 - Global competitiveness and risk mitigation among producers, restaurants, and retailers

 

Per “Managing Business Risk in the Food and Beverage Industry,” prepared by Cambashi, Inc., “To compete, midsize companies across the industry have stepped up research and development (R&D) to improve on and leverage existing brands and product lines for new applications, markets, and regions. The way people eat and what they eat around the globe continually changes, and this is driving co-ops and processors to research and develop new types of packaging, a wider variety of flavors, partially prepared options, and facilities dedicated to organic, allergy-free, or kosher foods. To support these shifts, companies are building or expanding facilities with state-of-the-art technologies and systems for development, testing, processing, and packaging.” We can assist companies by providing third party verification and other technology solutions to help companies compete on brand innovation.

 

5
 

 

Per various experts in the LinkedIn article dated December 18, 2023, “Using third-party certification programs for suppliers can offer several benefits for your business, such as enhancing your reputation and credibility, reducing risks and liabilities, improving efficiency and quality, and supporting innovation and differentiation. This can be achieved by demonstrating a commitment to ethical and sustainable sourcing, avoiding suppliers that violate laws or human rights, accessing new markets and opportunities, and creating value-added products and services by working with high-performance suppliers.”
   
Producers, restaurant chains and retailers with dominant market shares and large buying power, like Dannon, Tyson, McDonald’s, Chick-Fil-A, Costco, and Wal-Mart, are leading the way in prioritizing sustainable food supply initiatives in response to consumer demands. With information literally at our fingertips, Google searches and smart phone apps are making it easier to expose where sustainable food supply chains are, and where they are not. We believe our technology will play a key role in capturing data to improve processes, yields and communicate our customer’s values, practices and other initiatives to consumers.
   
Producers, packers, distributors and retailers understand that verification, identification and traceability are key competitive differentiators. Oftentimes, it is necessary for export into international markets, including Korea, Russia, China and the European Union.

 

Market Driver #3 - Government regulation

 

On July 15, 2019 the European Council approved an agreement to establish a duty-free tariff rate quote (TRQ) exclusively for the United States for High Quality Beef (“HQB”). HQB includes a restriction on hormones and must be third party verified. Under the agreement, US ranchers are guaranteed an increasingly larger share of Europe’s beef market annually, with annual duty-free exports. The annual quota will increase from 18,500 metric tons beginning in 2020, growing annually, then stabilizing at 35,000 metric tons in 2026 and beyond. For 2024, American ranchers have a TRQ of 30,200 metric tons annually, compared to 14,800 metric tons annually for all other eligible countries. We believe the EU quota will continue to fuel demand for non-hormone treated cattle (“NHTC”).
   
Effective February 19, 2019, the USDA released a rule establishing the new national mandatory bioengineered (“BE”) food disclosure standard (“NBFDS” or “Standard”). The Standard requires food manufacturers, importers, and other entities that label foods for retail sale to disclose information about BE food and BE food ingredients. As of January 1, 2022, all food manufacturers must comply with the Standard. Our work as a Technical Administrator for the Non-GMO Project enables brands to have confidence that their products will align with the Standard.
   
The Animal Disease Traceability (“ADT”) Rule promulgated by the USDA primarily covers beef cattle 18 months of age or older. Under the final rule, unless specifically exempted, livestock moved interstate must be officially identified and accompanied by an interstate certificate of veterinary inspection or other documentation, such as owner-shipper statements or brand certificates. Although animal disease traceability does not prevent disease, an efficient and accurate traceability system reduces the number of animals and response time involved in a disease investigation. Our traceability solutions and EID tags can track animals from birth to slaughter using technology that offers a comprehensive solution that meets and/or exceeds the USDA’s ADT Rule.
   
Pressure from financial markets has also been growing. Investment managers such as BlackRock, as well as financial regulators including the Securities and Exchange Commissions and the U.S. Federal Reserve, are pushing companies to disclose sustainability metrics such as emissions across their supply chains and draw up plans to decarbonize their operations. We believe our solutions and expertise within the agrifood supply chain can assist companies in pursuing and reporting their sustainability strategies.

 

6
 

 

REVENUES

 

We offer a wide array of services, including verification, certification, consulting and other professional services, to help food producers, brands and consumers differentiate certain attributes and production methods in the marketplace. We sell our services directly to customers at various levels in the agriculture, food and livestock supply chain. Most of our service offerings can be bundled to provide a “one-stop shop” for customers that have multiple levels of verification and certification needs, such as source verification and food safety certification. Our customers include some of the largest U.S. beef and pork packers, organic producers and processors, and specialty retail chains. No single customer generated more than 10% of the Company’s consolidated revenue in 2023 or 2022.

 

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 segment offering professional services. SureHarvest, which includes Postelsia, is the sole operating unit under this reportable segment. This segment includes a wide range of professional consulting, data analysis, reporting and technology solutions that generate incremental revenue specific to the food and agricultural industry and drive sustainable value creation.

 

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 operating segment information. Performance of operating segments are based on net sales, gross profit, selling, general and administrative expenses and most importantly, operating income.

 

Verification and Certification Segment

 

Our 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. For the years ended December 31, 2023 and 2022, our third-party verification programs provided 77.2% and 70.9% of our total revenue, respectively. While our verification and certification service revenue continues to improve due to new customer growth and bundling opportunities, 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. We also believe inflationary pressure on packers, producers, growers, brands, and retailers is putting downward pressure on verified and certified foods as consumers have switched to lower priced food products.

 

Our product sales are an ancillary part of our verification and certification services and represent sales of cattle identification ear tags. Our product sales allow us to offer our customers a comprehensive solution. Approximately 15.9% and 17.6% of our total revenue was generated by the sale of product during the years ended December 31, 2023 and 2022, respectively. 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. We believe we are at a low point of a contraction phase within the cattle cycle which is negatively impacting revenue tied directly to price per head of cattle.

 

7
 

 

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.

 

MARKETING

 

Our marketing strategy includes direct marketing, advertising, event sponsorship, and trade show participation. From a public relations perspective, members of our staff are frequently quoted in industry trade journals and requested as speakers at various industry events as subject matter experts on the topics of animal identification, traceability, branding, third-party verification and certification, and the USDA verification programs.

 

In order to reach additional customers, we continually develop strategic marketing partnerships with leading companies in the industry with complementary abilities and products. We do not currently rely on any third-party contracts with distributors, licensors or manufacturers in conducting our business.

 

We also use social media sites such as Facebook and Twitter to help promote our business, market our product offerings, and connect consumers with current topics in the agriculture, livestock and food industries.

 

COMPETITION

 

The competition for third-party verification services in the food and agriculture industry is growing more intense, especially within the organic market. As of December 31, 2023, we estimate that there are approximately eight key competitors serving the food and agricultural industry, including Quality Assurance International, California Certified Organic Farmers, Oregon Tilth, Organic Crop Improvement Association, Earth Claims, FoodChain ID, NSF International, SGS and SCS Global Services. Differentiation hinges upon understanding all facets of food verification and the complex compliance challenges to make product verifications efficient, cost-effective, and seamless. Our core business and expertise focus on the “on farm” verifications to a variety of standards, guidelines and criteria, including source verification, natural, animal care and well-being, and sustainability verification.

 

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.

 

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 beginning of 2023 marks the ninth year of the current cycle that began in 2014. 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 and pasture conditions.

 

8
 

 

INTELLECTUAL PROPERTY

 

We create, own and maintain a variety of intellectual property assets that we believe are among our most valuable assets. Our intellectual property assets include patents and patent applications related to our innovations, products and services, trademarks related to our brands, products and services, and other property rights. We also have licensing arrangements when features from our programs are desirable to incorporate into either a new or an existing technology we offer. We seek to protect our intellectual property right assets through patent, copyright, trade secret, trademark and other laws of the United States and other countries, and through contractual provisions. Additional information regarding certain risks related to our intellectual property is included in Part I, Item 1A “Risk Factors” of this Annual Report on Form 10-K.

 

EMPLOYEES

 

As of December 31, 2023, we had 102 total employees, of which 89 were full-time employees. Approximately 78% of our workforce is comprised of female and other minority employees. Our future success is substantially dependent upon the performance of our key senior management personnel, as well as our ability to attract and retain highly qualified technical personnel. Additional information regarding certain risks related to our employees is included in Part I, Item 1A “Risk Factors” of this Annual Report on Form 10-K.

 

AVAILABLE INFORMATION

 

Our corporate website is located at www.wherefoodcomesfrom.com. We make available free of charge on our investor relations website under “SEC Filings” our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports as soon as reasonably practicable after we electronically file or furnish such materials to the U.S. Securities and Exchange Commission (the “SEC”). Further, a copy of this Annual Report on Form 10-K is located at the SEC’s Public Reference Room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding our filings at http://www.sec.gov.

 

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

 

John Saunders, 52, founded the Company in 1998 and has served as the Chief Executive Officer since then. Mr. Saunders is also the Chairman of the Board of Directors of the Company and has served in this position since 1998. Previously, Mr. Saunders was a partner and consultant for Pathfinder Consulting Services, Inc. in Parker, Colorado. An expert in both technology and the livestock industry, Mr. Saunders is a graduate of Yale University.

 

Leann Saunders, 53, began working for the Company in 2003 and has been the President of the Company since 2008. Mrs. Saunders is also a Director on our Board of Directors and has served in this position since January 2012. Prior to 2003, Mrs. Saunders worked for PM Beef Holdings (“PM”), an integrated beef company, and developed a supply system for PM’s Ranch to Retail product line and managed PM’s USDA Process Verified program. She then served as the company’s Vice President of Marketing and Communications. Prior to joining PM in 1996, Mrs. Saunders worked for McDonald’s Corporation as a Purchasing Specialist, and Hudson Foods Corporation. Mrs. Saunders graduated with a B.S. in Agriculture Business and an M.S. in Beef Industry Leadership from Colorado State University. Mrs. Saunders currently sits on the Colorado State University Agriculture Dean’s Advisory Board, the University of Nebraska’s Engler Agribusiness Entrepreneurship Program Advisory Board, the Board of Directors for the International Stockmen’s Education Foundation and was the Chair for the United States Meat Export Federation for the 2015-2016 year.

 

9
 

 

Dannette Henning, 54, has been the Chief Financial Officer of the Company since January 2008. Prior to her appointment, she was engaged by the Company as a consultant beginning in November 2007. From 2004 to 2007, Mrs. Henning was the Corporate Controller for Einstein Noah Restaurant Group. From 2001 to 2003, she served as the Controller for Vari-L Company. Mrs. Henning’s previous experience includes financial management positions with KPMG Peat Marwick, DF&R Restaurant Company, and CSI/CDC Company. Mrs. Henning is a Certified Public Accountant with more than 30 years of professional experience. She received a B.B.A. degree in Accounting from the University of Texas at Arlington.

 

Jason Franco, 47, has been the Chief Technology Officer of the Company since August 2021. Previously, Mr. Franco served as Senior Vice President of Technology since September 2018 when WFCF acquired JVF Consulting, LLC, the consulting firm Mr. Franco founded in 2004 serving as President. From 2000 to 2004, Mr. Franco worked as a technical application consultant and integration specialist with Peoplesoft / Oracle. He began his career in 1998 as a software developer with John Deere Special Technologies Group, where he specialized in traceability applications. He received his B.S. degree in Computer Science from the University of the Pacific in Stockton, CA.

 

Family Relationships

 

John Saunders, our CEO and Chairman of the Board, is married to Leann Saunders, our President. Both Mr. and Mrs. Saunders serve on our Board of Directors.

 

ITEM 1A. RISK FACTORS

 

In addition to the other information included in this report and our other public filings and releases, the following factors should be considered when evaluating our business, financial condition, results of operations and prospects:

 

We are in a period of increasing inflation and economic uncertainty

 

The economy is facing inflationary pressures which has resulted in a few challenges 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 professional services 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 this revenue stream, 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.

 

Unfavorable global economic conditions, including any adverse macroeconomic conditions or geopolitical events, including the conflict between Ukraine and Russia, and the conflict between Israel and Hamas could adversely affect our business, financial condition, results of operations or liquidity.

 

Our results of operations could be adversely affected by general conditions in the global economy and in the global financial markets. Global economic and business activities continue to face widespread uncertainties, and global credit and financial markets have experienced extreme volatility and disruptions in the past several years, including severely diminished liquidity and credit availability, rising inflation and monetary supply shifts, rising interest rates, labor shortages, declines in consumer confidence, declines in economic growth, increases in unemployment rates, recession risks, and uncertainty about economic and geopolitical stability. A severe or prolonged economic downturn, or additional global financial or political crises, could result in a variety of risks to our business, including weakened demand for our products and/or services or our ability to raise additional capital when needed on acceptable terms, if at all. The extent of the impact of these conditions on our operational and financial performance, including our ability to execute our business strategies and initiatives in the expected timeframe, will depend on future developments which are uncertain and cannot be predicted. Any of the foregoing could harm our business and we cannot anticipate all of the ways in which the current economic climate and financial market conditions could adversely impact our business. Furthermore, our stock price may decline due in part to the volatility of the stock market and the general economic downturn.

 

10
 

 

We face risks due to changing weather patterns and other environmental factors

 

Over the past several years, changing weather patterns and climatic conditions have added to the unpredictability and frequency of natural disasters, such as drought, hailstorms, wildfires and wind, snow and ice storms. Any such extreme weather condition can negatively impact a significant portion of our customers who produce food (including all major species of animal-based protein or edible plant variety) in various regions. For example, 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 example doesn’t directly affect our audit related revenue, it does impact our product sales and other related supply chain fees due to smaller herd sizes. We cannot anticipate changes in weather patterns/conditions, and we cannot predict their impact on our customer’s operations if they were to occur.

 

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 beginning of 2023 marks the ninth year of the current cycle that began in 2014. 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 and pasture conditions.

 

If the operating results of our customers are impaired, the financial resources of our customers may limit purchases of our verification solutions and consulting services. Therefore, our ability to generate revenue is subject to the risks and uncertainties relating to the financial condition of our customers.

 

We operate in a competitive industry with a limited market characterized by changing technology, frequent introductions of new service offerings, service enhancements, and evolving industry standards.

 

We compete with many other vendors of products and services designed for tracking cattle and other livestock, for herd management, for crop production practices and other verification of marketing claims over processed foods. Our competitors range from small start-up companies to multi-national firms. Our competitors may have significantly more financial, technical and marketing resources than we do. Competition is likely to intensify as current competitors expand their service offerings and as new companies enter the market. Additionally, competition may intensify as our competitors enter into business combinations or alliances, and established companies in other market segments expand to become competitive with our business. Increasing competition may result in reduced margins and the loss of market share. Our competitors may offer broader service offerings or technologies that are more commercially attractive and gain greater market acceptance than our current or future products. Additionally, new technology may render our products and services obsolete.

 

11
 

 

The success of our business model depends on the broad acceptance of our technologies into markets that are continuing to develop as a result of the increasing focus on food safety and assurance.

 

We are currently benefiting from a slow but growing movement among the agriculture, livestock and food industries to source and/or age verify products, and bundle with other marketing claims such as non-genetically modified foods and beverages. This emerging trend is fueled in part by consumers’ focus on food safety and assurance. However, we can offer no assurances that there will be market acceptance of our technologies. Furthermore, some of our primary target segments within the agriculture, livestock and food industries are experiencing unpredictable economic conditions and are expected to continue to struggle with supply, trade and profitability issues in the near term. Although we believe that our products, if adopted on a wide-scale basis, would have a significant impact on improving the safety, quality and confidence in the world’s food supply, our customers for these products historically have been very slow to change and reluctant to adopt new technologies and business practices.

 

We face risks of rapidly changing regulations which may negatively impact our programs.

 

Regulations and standards are continually evolving and present a challenging risk. For example, in January 2013, the Japanese government announced a change to its import requirements on U.S. beef. Because the change enabled a significant increase in the amount of product qualifying for export to Japan, it negatively impacted the premiums typically seen in the marketplace for source and age verified cattle. In March 2020, the World Health Organization declared a pandemic which negatively impacted certain aspects of our business due to government-mandated closures and social distancing measures. Due to our commitment to innovation, diversification of our product offerings, and our strategy of managing profitability, we believe we can quickly minimize the impact of any adverse changes in regulations or verification standards. While we attempt to mitigate these risks, we can give no assurance that we will be successful in overcoming the potential negative impact to the results of our operations.

 

Increased scrutiny and changing expectations from stakeholders with respect to the Company’s ESG practices may result in additional costs or risks.

 

Companies across many industries are facing increasing scrutiny related to their environmental, social and governance (“ESG”) practices. Investor advocacy groups, certain institutional investors, investment funds and other influential investors are also increasingly focused on ESG practices and in recent years have placed increasing importance on the non-financial impacts of their investments. We take 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 by communicating authentic, sustainable and traceable stories that directly impact our future. However, if our ESG practices do not meet investor or other industry stakeholder expectations, which continue to evolve, we may incur additional costs. Also, our brand, ability to attract and retain qualified employees and business may be harmed.

 

We face risks that highly contagious diseases or viral outbreaks may negatively impact the source of product we are able to verify and/or impact the efficiency in which we conduct ongoing business operations.

 

Today, infectious disease and viral outbreaks appear to be emerging more quickly than ever. For example, Porcine Epidemic Diarrhea Virus (“PEDv”) negatively impacted the pork/sow industry in 2014 and Highly Pathogenic Avian Influenza, more commonly known as Bird Flu, impacted poultry operations in 2016 and continues to impact poultry operations today in 2022/2023. In March 2020, the Global Health Organization declared the outbreak of the Corona Virus as a pandemic in human populations. Contagious diseases or viral outbreaks create increased bio-exclusion and social distancing considerations in our business.

 

12
 

 

These diseases and viral outbreaks frequently impact our business resulting in some customers requesting 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. We also closely monitor the situation and react accordingly to any future restrictions or limitations, while keeping the interests of our customers, employees, and business operations in mind.

 

We have created innovative solutions that mitigate the risk of transferring disease but due to uncertainty in the severity and duration of various diseases and viral outbreaks, we can give no assurance that we will be successful in overcoming the impact to our business operations, employees, customers, and suppliers which could negatively impact our business revenues, profitability and financial condition.

 

In the event that market demand for third-party verified products declines, our customers may not be able to generate sufficient revenues to justify the purchase of our verification solutions and consulting services.

 

Public attitudes towards food production practices may be influenced by claims that these products are unsafe for consumption or pose unknown health risks. For example, decreased demand for beef and other livestock products could have a material adverse effect on the operating results and financial condition of our existing or prospective customers. If operating results of our customers are impaired, the resources that our customers can devote to building information systems for tracking cattle and other livestock and herd management are reduced, which in turn may limit purchases of our verification solutions and consulting services. Therefore, our ability to generate revenue is subject to the risks and uncertainties relating to the financial condition of our customers.

 

We look for opportunities to expand our presence in international markets in which we may have limited experience, and inherently international operations are subject to increased risks which could harm our business, operating results and financial condition.

 

We continually seek to expand our product and service offerings in international markets. As we expand into new international markets, we will have only limited experience in marketing and operating our products and services in such markets. In other instances, we may rely on the efforts and abilities of foreign business partners in such markets. Certain international markets may develop more slowly than domestic markets, and our operations in international markets may not develop at a rate that supports our level of investment.

 

In addition to uncertainty about our ability to expand into international markets, there are certain risks inherent in doing business internationally, including, but not limited to:

 

  trade barriers and changes in trade regulations;
 

difficulties in developing, staffing and simultaneously managing varying foreign operations as a result of distance, language and cultural differences;
  differing local labor laws and regulations;
  longer payment cycles;
  currency exchange rate fluctuations;
  political or social unrest or economic instability;
  import or export restrictions;
  seasonal volatility in business activity;
  risks related to government regulation or required compliance with local laws in certain jurisdictions, including those more fully described above; and
  potentially adverse tax consequences.

 

One or more of these factors could harm our future international operations and consequently could harm our brand, business, operating results and financial condition.

 

13
 

 

Our business could suffer if we are unsuccessful in making, integrating, and maintaining our acquisitions and investments.

 

We have acquired and invested in a number of companies, and we may acquire or invest in or enter into joint ventures with additional companies. These transactions create risks such as:

 

  disruption of our ongoing business, including loss of management focus on existing businesses;
  problems retaining key personnel;
  additional operating losses and expenses of the businesses we acquired or in which we invested;
  the potential impairment of tangible and intangible assets and goodwill, including those that are a result of acquisitions;
  the potential impairment of customer and other relationships of the company we acquired or in which we invested or our own customers as a result of any integration of operations;
  the difficulty of incorporating acquired technology and rights into our offerings and unanticipated expenses related to such integration;
  the difficulty of integrating a new company’s accounting, financial reporting, management, information and information security, human resource, and other administrative systems to permit effective management, and the lack of control if such integration is delayed or not implemented;
  for investments in which an acquired company’s financial performance is incorporated into our financial results, either in full or in part, the dependence on such company’s accounting, financial reporting, and similar systems, controls, and processes;
  the difficulty of implementing controls, procedures, and policies appropriate for a public company on our acquired companies; and
  potential unknown liabilities associated with a company we acquire or in which we invest.

 

As a result of future acquisitions or mergers, we might need to issue additional equity securities, spend our cash, or incur debt, contingent liabilities, or amortization expenses related to intangible assets, any of which could reduce our profitability and harm our business. In addition, valuations supporting our acquisitions and strategic investments could change rapidly given the current global economic climate. We could determine that such valuations have experienced impairments or other-than-temporary declines in fair value which could adversely impact our financial results.

 

Federal, state or local laws and regulations, or our failure to comply with such laws and regulations, could increase our expenses and expose us to legal risks.

 

We are subject to a wide range of general and industry-specific laws and regulations imposed by federal, state and local authorities such as sales tax, intellectual property infringement, zoning and occupancy matters. In addition, various federal and state laws govern our relationship with, and other matters pertaining to, our employees, including wage and hour laws, laws governing independent contractor classifications, requirements to provide meal and rest periods or other benefits, family leave mandates, requirements regarding working conditions and accommodations to certain employees, citizenship or work authorization and related requirements, insurance and workers’ compensation rules and anti-discrimination laws. We believe that we have complied with these laws and regulations; however, there is a risk that we will become subject to claims that allege we have failed to do so. Any claim that alleges a failure by us to comply with any of the foregoing laws and regulations may subject us to fines, penalties, injunctions, litigation and/or potential criminal violations, which could adversely affect our reputation, business, financial condition and operating results.

 

Any changes to the foregoing laws or regulations or any new laws or regulations that are passed or go into effect may make it more difficult for us to operate our business and in turn adversely affect our operating results.

 

14
 

 

We may also be subject to audits by various taxing authorities. Similarly, changes in tax laws in any of the multiple jurisdictions in which we operate, or adverse outcomes from tax audits that we may be subject to in any of the jurisdictions in which we operate, could result in an unfavorable change in our effective tax rate, which could adversely affect our business, financial condition and operating results.

 

Our future success depends upon our ability to obtain and enforce patents; prevent others from infringing on our patents, trademarks and other intellectual property rights; and operate without infringing upon the patents and proprietary rights of others.

 

We will be able to protect our intellectual property (“IP”) from unauthorized use by third parties only to the extent that it is covered by valid and enforceable patents and trademarks. IP protection generally involves complex legal and factual issues and, therefore, the enforceability of IP rights cannot be predicted with certainty. Moreover, the laws of some foreign countries do not protect proprietary rights to the same extent as do the laws of the United States. In the event that IP owned by us does not provide adequate protection, we may not be able to prevent competitors from offering substantially similar products and services.

 

In the event that third parties claim that our current or future products or services infringe upon their intellectual property, we may face litigation and be prevented from selling the products and services at issue. Infringement or other claims could be asserted or prosecuted against us in the future, and it is possible that past or future assertions or prosecutions could harm our business. Litigation either in defense of our IP rights or in response to infringement claims made by others may be both expensive and time consuming, which in turn would adversely affect our business.

 

A significant data breach or information technology system disruption could adversely affect our business, financial results, or reputation, and we may be required to increase our spending on data and system security.

 

We rely heavily on information technology networks and systems, including the Internet, to manage or support a wide variety of important business processes and activities throughout our operations.

 

Our information technology systems may be susceptible to damage, disruptions or shutdowns due to failures during the process of upgrading or replacing software, databases or components thereof, power outages, hardware failures, computer viruses, cyber-attacks, ransomware attacks, malware attacks, malicious employees or other insiders, telecommunications failures, human errors or catastrophic events. Hackers, foreign governments, cyber-terrorists and cyber-criminals, acting individually or in coordinated groups, may launch distributed denial of service attacks or other coordinated attacks that may cause service outages, gain inappropriate or block legitimate access to systems or information, or result in other interruptions in our business. Such attacks are increasing in their frequency, levels of persistence, levels of sophistication and intensity. In addition, breaches in security could expose us and our customers, or the individuals affected, to a risk of loss or misuse of proprietary information and sensitive or confidential data, including personal information of customers, employees and others. Like many other companies, we experience attempted cybersecurity actions on a periodic basis, and the frequency of such attempts could increase in the future. While we have invested in the protection of data and information technology, there can be no assurance that our efforts will prevent or quickly identify service interruptions or security breaches. The techniques used by cybercriminals change frequently, may not be recognized until launched and can originate from a wide variety of sources. We cannot assure that our data protection efforts and our investment in information technology will prevent significant breakdowns, data leakages or breaches in our systems or those of our third-party services providers or partners.

 

We also depend on and interact with the information technology networks and systems of third parties for many aspects of our business operations, including our customers and service providers such as cloud service providers and third-party delivery services. These third parties may have access to information we maintain about our company, operations, customers, employees and vendors, or operating systems that are critical to or can significantly impact our business operations. Like us, these third parties are subject to risks imposed by data breaches and cyber-attacks and other events or actions that could damage, disrupt or close down their networks or systems. Security processes, protocols and standards that we have implemented and contractual provisions requiring security measures that we may have sought to impose on such third parties may not be sufficient or effective at preventing such events, which could result in unauthorized access to, or disruptions or denials of access to, or misuse of, information or systems that are important to our business, including proprietary information, sensitive or confidential data, and other information about our operations, customers, employees and suppliers, including personal information.

 

15
 

 

Any of these events that impact our information technology networks or systems, or those of acquired businesses, customers, service providers or other third parties, could result in disruptions in our operations, the loss of existing or potential customers, damage to our brand and reputation, regulatory scrutiny, and litigation and potential liability for the Company. Among other consequences, our customers’ confidence in our ability to protect data and systems and to provide services consistent with their expectations could be impacted, further disrupting our operations. Similarly, an actual or alleged failure to comply with applicable U.S. or foreign data protection regulations or other data protection standards may expose us to litigation, fines, sanctions or other penalties.

 

We have invested and continue to invest in technology security initiatives, information technology risk management and disaster recovery plans. The cost and operational consequences of implementing, maintaining and enhancing further data or system protection measures could increase significantly to overcome increasingly intense, complex and sophisticated global cyber threats. Despite our best efforts, we are not fully insulated from data breaches and system disruptions. There is no assurance that such impacts will not be material in the future, and our efforts to deter, identify, mitigate and/or eliminate future breaches may require significant additional effort and expense and may not be successful.

 

Our future success depends to a significant degree upon the continued service of key senior management personnel, in particular, John and Leann Saunders.

 

Both John and Leann Saunders’ reputation and prominence in the field provide us with a strong competitive advantage. While they are currently bound by employment agreements, we can offer no assurance that John and/or Leann Saunders will be able to continue to work for us in the event of an unforeseen accident, severe injury or major disease, or on a long-term basis. The loss of key personnel could have a material adverse effect on our business and operating results.

 

Directors, executive officers, principal stockholders and affiliated entities beneficially own or control a significant amount of our outstanding common stock and together meaningfully influence our activities.

 

As of February 9, 2024, John Saunders, our Chairman and CEO, and Leann Saunders, our President, beneficially owned in the aggregate approximately 31.7% of our common stock. The Saunders, together with the rest of our Board, beneficially own approximately 60.4% of our common stock. These directors and officers, if they determine to vote in the same manner, would have a significant impact on the outcome of any matter requiring approval by our shareholders, including the election of directors and the approval of mergers or other business combination transactions or terms of any liquidation. This concentration of ownership may have the effect of delaying or preventing a change in control of our company that may be favored by other shareholders. This could prevent transactions in which shareholders might otherwise recover a premium for their shares over current market prices.

 

We have not paid any regular cash dividends.

 

We have not declared or paid any cash dividends on our common stock since 2021. Payment of future cash dividends, if any, will be at the discretion of the Board of Directors and will depend on our financial condition, results of operations, contractual restrictions, business prospects and other factors that the Board of Directors considers relevant. In the absence of regular dividends, investors will only see a return on their investment if the value of our common stock appreciates.

 

16
 

 

Future sales of our securities in the public or private markets could adversely affect the trading price of our common stock and our ability to continue to raise funds in new stock offerings.

 

We have historically used common stock or securities exercisable or convertible into common stock in order to finance our future growth plans. Future sales of substantial amounts of our securities in the public or private markets would dilute our existing shareholders and could adversely affect the trading prices of our common stock and impair our ability to raise capital through future offerings of securities. Alternatively, we may rely on debt financing and assume debt obligations that require us to make substantial interest and principal payments that could adversely affect our business and future growth potential.

 

Our common stock has traded in low volumes. We cannot predict whether an active trading market for our common stock will ever develop.

 

Historically, our common stock has experienced a lack of trading liquidity. In the absence of an active trading market:

 

  an investor may have difficulty buying and selling our common stock at all or at the price one considers reasonable; and
     
  market visibility for shares of our common stock may be limited, which may have a depressive effect on the market price for shares of our common stock and on our ability to raise capital or make acquisitions by issuing our common stock.

 

Price and volume volatility of our publicly traded securities could adversely affect investors’ portfolios.

 

In recent months and years, the securities markets in the United States have experienced high levels of price and volume volatility, and the market prices of securities of many companies have experienced wide fluctuations that have not necessarily been related to the operating performance or prospects of such companies. It is likely that continual fluctuations in market and share prices will occur. Our shares of common stock trade on the NASDAQ Stock Market LLC. The price of our common stock has been subject to price and volume volatility in the past and will likely continue to be subject to such volatility in the future.

 

As a public company, we are subject to complex legal and accounting requirements that require us to incur substantial expenses, and our financial controls and procedures may not be sufficient to ensure timely and reliable reporting of financial information, which, as a public company, could materially harm our stock price and listing on the NASDAQ marketplace.

 

As a public company, we are subject to numerous legal, accounting and NASDAQ listing requirements that do not apply to private companies. The cost of compliance with many of these requirements is substantial, not only in absolute terms but, more importantly, in relation to the overall scope of the operations of a small company. Failure to comply with these requirements can have numerous adverse consequences, including, but not limited to, our inability to file required periodic reports on a timely basis, loss of market confidence, delisting of our securities and/or governmental or private actions against us. We cannot assure you that we will be able to comply with all of these requirements or that the cost of such compliance will not prove to be a substantial competitive disadvantage as compared with privately held and larger public competitors.

 

The Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) requires, among other things, that we maintain effective internal controls over financial reporting and disclosure controls and procedures. In particular, we must create internal controls and strategies to ensure those controls are effective at producing accurate financial reports. However, for as long as we are a smaller reporting company, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal controls over financial reporting pursuant to Section 404. An independent assessment of the effectiveness of our internal controls over financial reporting could detect problems that our management’s assessment might not. Our compliance with Sarbanes-Oxley requires that we incur substantial accounting expenses and expend significant management efforts. As a result, management’s attention may be diverted from other business concerns.

 

17
 

 

The effectiveness of our controls and procedures may in the future be limited by a variety of factors, including:

 

  faulty human judgment and simple errors, omissions or mistakes;
  fraudulent action of an individual or collusion of two or more people;
  inappropriate management override of procedures; and
  the possibility that any enhancements to controls and procedures may still not be adequate to assure timely and accurate financial information.

 

If we are not able to comply with the requirements of Sarbanes-Oxley in a timely manner, or if we or our independent registered public accounting firm identifies deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, we may need to restate our financial statements and incur remediation expenses. In addition, we may be subject to delisting, investigations by the SEC and civil or criminal sanctions.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

None.

 

ITEM 1C. CYBERSECURITY

 

We have a cross-departmental approach to addressing cybersecurity risk, including input from employees and our Board of Directors (the “Board”). The Board, Audit Committee, executive and middle management devote significant resources to cybersecurity and risk management processes to adapt to the changing cybersecurity landscape and respond to emerging threats in a timely and effective manner. Our cybersecurity risk management program leverages the National Institute of Standards and Technology (NIST) framework, which organizes cybersecurity risks into five categories: identify, protect, detect, respond and recover. We regularly assess the threat landscape and take a holistic view of cybersecurity risks, with a layered cybersecurity strategy based on prevention, detection, and mitigation. Assessing, identifying and managing cybersecurity related risks are integrated into our overall risk management process. We have policies and/or procedures concerning cybersecurity matters related to encryption standards, antivirus protection, remote access, multifactor authentication, confidential information and the use of the internet, social media, email and wireless devices. These policies go through an internal review process and are approved by appropriate members of management.

 

The Company’s Chief Technology Officer is responsible for developing and implementing our information security program and reporting on cybersecurity matters to the Chairman of the Board. Our Chief Technology Officer has over two decades of experience leading cyber security oversight, while others on our IT security team have cybersecurity experience and/or a college degree with concentrations in security. We view cybersecurity as a shared responsibility, and we periodically perform simulations and tabletop exercises at a management level and incorporate external resources and advisors as needed. All employees are required to attend company-wide training which includes cybersecurity topics several times a year.

 

18
 

 

We have continued to expand investments in IT security, including additional end-user training, using layered defenses, identifying and protecting critical assets, strengthening monitoring and alerting, and engaging experts. We regularly test defenses by performing simulations and drills at both a technical level (including through penetration tests) and by reviewing our operational policies and procedures with third-party experts. At the management level, our IT security team regularly monitors alerts and meets to discuss threat levels, trends and remediation. We utilize independent expert organizations that employ cybersecurity dashboards that automate the aggregation and analysis of data points to help us address possible exposures and internal control weaknesses, as well as review recommended areas of action to improve the quality and maturity of our controls. These tests and assessments are useful tools for maintaining a robust cybersecurity program to protect our investors, customers, employees, vendors, and intellectual property. We also conduct an annual review of third-party hosted applications with a specific focus on any sensitive data shared with third parties. The internal business owners of the hosted applications are required to document user access reviews at least annually and provide from the vendor a System and Organization Controls (SOC) 1 or SOC 2 report. If a third-party vendor is not able to provide a SOC 1 or SOC 2 report, we take additional steps to assess their cybersecurity preparedness and assess our relationship on that basis. Our assessment of risks associated with use of third-party providers is part of our overall cybersecurity risk management framework.

 

The full Board participates in discussions with management and amongst themselves regarding cybersecurity risks. Management provides updates regarding our cybersecurity program, which includes discussion of management’s actions to identify and detect threats, as well as planned actions in the event of a response or recovery situation. Management also updates the Board on the Company’s Cyber Attack Recovery Plan, which covers, among other things, our approach to material cybersecurity incidents, data privacy and our compliance programs. To aid the Board with its cybersecurity and data privacy oversight responsibilities, the Board periodically attends presentations on these topics.

 

We face a number of cybersecurity risks in connection with our business. Although such risks have not materially affected us, including our business strategy, results of operations or financial condition, to date, we have, from time to time, experienced threats to and breaches of our data and systems, including malware and computer virus attacks. For more information about the cybersecurity risks we face, see the risk factor entitled “A significant data breach or information technology system disruption could adversely affect our business, financial results, or reputation, and we may be required to increase our spending on data and system security” in Item 1A- Risk Factors.

 

19
 

 

ITEM 2. PROPERTIES

 

The Company leases approximately 15,700 square feet of office space for its corporate headquarters. Total rental payments are approximately $45,500 per month as of December 31, 2023, which includes common area charges, and are subject to annual increases over the term of the lease. The lease agreement has an initial term of five years plus two renewal periods. The Company has exercised the first renewal period and is likely to renew for the second renewal period. This space is being leased from a company in which our CEO and President, each a related party to the Company, have a 24.3% jointly held ownership interest.

 

In September 2017, the Company entered into a lease agreement for our Urbandale, Iowa office space. The lease is for a period of two years and expired on August 31, 2019. This lease was extended twice (2) for additional 3 year terms, with the current extension terminating on August 31, 2025. Rental payments are approximately $3,500 per month, which includes common area charges, and are not subject to annual increases over the term of the lease.

 

In December 2018, the Company entered into a new lease agreement in San Ramon, California for SureHarvest office space. The lease is for a period of sixty-six months and expires on March 1, 2024. Rental payments are approximately $7,000 per month as of December 31, 2023, which includes common area charges, and are subject to annual increases over the term of the lease. Management is actively reviewing its options for renewal or relocation.

 

In June 2021, the Company entered into a new lease agreement in Victoria, British Columbia, Canada for Postelsia office space. The lease is for a period of two years and expired on May 31, 2023. Currently, the office space is leased on a month-to-month basis and payments are approximately Canadian dollar 500 per month, which includes common area charges.

 

In December 2021, the Company entered into a lease agreement for the Medina, North Dakota office space. The lease is for sixty-one months and expires on December 31, 2026. Rental payments are approximately $1,000 per month, which includes common area charges, and are not subject to annual increases over the term of the lease.

 

ITEM 3. 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.

 

There are currently no material pending proceedings against the Company.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

20
 

 

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market Information for Common Stock

 

The Company’s common stock is traded on the NASDAQ Stock Market LLC under the symbol “WFCF.”

 

Stockholders

 

As of February 8, 2024, we estimate that there were 63 record holders of our common stock. A significant number of the outstanding shares of common stock which are beneficially owned by individuals and entities are registered in the name of Cede & Co. A nominee of The Depository Trust Company, Cede & Co. is a securities depository for banks and brokerage firms.

 

Dividends

 

For the years ended December 31, 2023 and 2022, there have been no cash dividends declared or paid.

 

Recent Sales of Unregistered Securities

 

There have been no unregistered sales of securities for the years ended December 31, 2023 and 2022.

 

Issuer Purchases of Equity Securities

 

On September 30, 2019, our Board of Directors approved a plan to buy back up to 2.5 million additional shares of our common stock from the open market (“Stock Buyback Plan”). Our Stock Buyback Plan has been and will be used to return capital to shareholders and to minimize the dilutive impact of stock options and other share-based awards. In the future, we may consider additional share repurchases under our plan based on several factors, including our cash position, share price, operational liquidity, and planned investment and financing needs. Our Board of Directors did not specify an expiration date for repurchases under the Stock Buyback Plan.

 

Activity for the quarter ended December 31, 2023 is as follows:

 

  

Number of

Shares

  

Cost of Shares

(in thousands)

  

Average

Cost per Share

 
Shares purchased - October 2023   25,530   $351   $13.73 
Shares purchased - November 2023   22,643    307   $13.57 
Shares purchased - December 2023   27,936    377   $13.51 
Total   76,109   $1,035      

 

21
 

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Cautionary Note Regarding Forward-Looking Statements

 

This Annual Report on Form 10-K and other publicly available documents, including the documents incorporated herein and therein by reference, contain “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Additionally, our officers and representatives may from time to time make forward-looking statements. Forward-looking statements can be identified by words such as “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding:

 

  our expectations and beliefs about the market and industry and competitive landscape;
  our goals, plans, and expectations regarding our operations and properties and results;
  our beliefs about our competitive advantages, the diversification of our product offerings, and the keys to our success;
  plans regarding our Stock Buyback Plan;
  our beliefs and expectations regarding our financial position, ability to finance operations and growth, and pay dividends;
  the amount of financing necessary to support operations; and
  our beliefs regarding the impact of the adoption of certain accounting standards on our financial statements.

 

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

 

  changing technology and evolving standards in the livestock and food industry;
  consumer focus on social responsibility, sustainability, food safety and assurance;
  competition from other providers serving the food and agriculture industry;
  economic and financial conditions in the livestock and food industry;
  international export market activities, including trade barriers to certain beef and other livestock exports;
  market demand for beef and other livestock products;
  seasonal volatility in business activity;
  developments and changes in laws and regulations, including increased regulation of the livestock and food industry through legislative action and revised rules and standards;
  strategic actions, including acquisitions and our success in integrating acquired businesses;
  enforceability of our patents, trademarks and other intellectual property rights;
  continued service of key senior management personnel;
  the impact of government regulation on our business, customers, suppliers and employees;
  disruptions of inefficiencies in the supply chain, including any impact of inflation and/or regulation; and
  such other factors as discussed throughout Part II, “Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Part I, Item 1A. “Risk Factors.”

 

Any forward-looking statement made by us in this Annual Report on Form 10-K is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

 

22
 

 

RESULTS OF OPERATIONS

 

Year Ended December 31, 2023 Compared to Year Ended December 31, 2022

 

The following table shows information for reportable operating business segments:

 

    Year ended December 31, 2023     Year ended December 31, 2022  
    Verification and Certification Segment     Professional Services Segment     Eliminations and Other     Consolidated Totals     Verification and Certification Segment     Professional Services Segment     Eliminations and Other     Consolidated Totals  
Assets:                                                                
Goodwill   $ 1,947     $ 999     $ -     $ 2,946     $ 1,947     $ 999     $ -     $ 2,946  
All other assets, net     3,501       2,707       7,132       13,340       9,949       3,182       2,219       15,350  
Total assets   $ 5,448     $ 3,706     $ 7,132     $ 16,286     $ 11,896     $ 4,181     $ 2,219     $ 18,296  
                                                                 
Revenues:                                                                
Verification and certification service revenue   $ 19,413     $ -     $ -     $ 19,413     $ 17,610     $ -     $ -     $ 17,610  
Product sales     4,001       -       -       4,001       4,364       -       -       4,364  
Professional services     -       1,721       -       1,721       -       2,871       -       2,871  
Total revenues   $ 23,414     $ 1,721     $ -     $ 25,135     $ 21,974     $ 2,871     $ -     $ 24,845  
Costs of revenues:                                                                
Costs of verification and certification services     10,986       -       -       10,986       9,748       -       -       9,748  
Costs of products     2,272       -       -       2,272       2,333       -       -       2,333  
Costs of professional services     -       1,355       -       1,355       -       2,296       -       2,296  
Total costs of revenues     13,258       1,355       -       14,613       12,081       2,296       -       14,377  
Gross profit     10,156       366       -       10,522       9,893       575       -       10,468  
Depreciation & amortization     466       168       -       634       582       183       -       765  
Other operating expenses      6,885       306       -       7,191       6,805       246       -       7,051  
Segment operating income/(loss)   $ 2,805     $ (108 )   $ -     $ 2,697     $ 2,506     $ 146     $ -     $ 2,652  
Other items to reconcile segment operating income/(loss) to net income/(loss):                                                                
Other income/(loss)     374       (6 )     -       368       202       (38 )     -       164  
Income tax benefit/(expense)     -       -       (913 )     (913 )     -       -       (822 )     (822 )
Net income/(loss)   $ 3,179     $ (114 )   $ (913 )   $ 2,152     $ 2,708     $ 108     $ (822 )   $ 1,994  

 

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. Verification and certification service revenue for the year ended December 31, 2023 increased approximately $1.8 million, or 10.2% compared to 2022. Overall, the increase is due primarily to increased customer awareness and demand for our product offerings. While our verification and certification service revenue continues to improve due to new customer growth and bundling opportunities, 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. We also believe inflationary pressure on packers, producers, growers, brands, and retailers is putting downward pressure on verified and certified foods as consumers have switched to lower priced food products.

 

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 year ended December 31, 2023 decreased approximately $0.4 million or 8.3% compared to 2022. 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. We believe we are at a low point of a contraction phase within the cattle cycle which is negatively impacting revenue tied directly to price per head of cattle.

 

23
 

 

Costs of revenues (for services and product sales) for the verification and certification segment for the year ended December 31, 2023 were approximately $13.3 million compared to approximately $12.1 million in 2022. Gross margin for the year ended December 31, 2023 decreased slightly to 43.4% compared to 45.0% in 2022. Our margins are generally impacted by various costs such as cost of products, salaries and benefits, insurance and taxes. The decline is primarily due to inflationary increases in the costs of products shipped and increases in compensation related costs due to a tight labor market impacting our margins. New customer growth helps offset to some extent the inflationary impacts on our margins.

 

Selling, general and administrative expenses for the verification and certification segment for the year ended December 31, 2023 decreased approximately $36,000 compared to 2022.

 

Professional Services Segment

 

Professional services revenue include 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. Our consulting revenue stream is predominantly project based and not recurring in nature. For the year ended December 31, 2023, professional service revenue decreased approximately $1.2 million over 2022. The 2022 period included a significant short-term engagement with a Japanese party to promote Japanese seafood products into the American supply chain during 2022.

 

Costs of revenues for our professional services segment for the years ended December 31, 2023 and 2022 were approximately $1.4 and $2.3 million, respectively. For the year ended December 31, 2023, gross margin increased to 21.3% from 20.0% in 2022. Because our consulting revenue is predominately project based, margins are greatly impacted by the timing of the project work and the fixed and/or variable labor necessary to complete the project. The 2022 margins were negatively impacted by an increased use of contract labor to support the short-term consulting engagement mentioned above.

 

Selling, general and administrative expenses for the professional services segment for the year ended December 31, 2023 increased approximately $45,000 compared to 2022.

 

Dividend Income from Progressive Beef, LLC

 

On August 9, 2018, the Company purchased a ten percent membership interest in Progressive Beef, LLC (“Progressive Beef”) for an aggregate purchase price of approximately $1.0 million. The Company received dividend income of $320,000 and $250,000 for the years ended December 31, 2023 and 2022, respectively, from Progressive Beef representing a distribution of their earnings.

 

Income Tax Expense

 

For the years ended December 31, 2023 and 2022, we recorded income tax expense of approximately $0.9 million and $0.8 million, respectively. The effective tax rate for the year ended December 31, 2023 and 2022 was 29.7% and 28.8%, respectively, compared to a federal corporate rate of 21.0%.

 

Net Income and Per Share Information

 

As a result of the foregoing, net income for the year ended December 31, 2023 was approximately $2.2 million or $0.39 per basic and per diluted common share, compared to approximately $2.0 million or $0.34 per basic and $0.33 per diluted common share in 2022.

 

24
 

 

Liquidity and Capital Resources

 

At December 31, 2023, we had cash and cash equivalents of approximately $2.6 million compared to approximately $4.4 million at December 31, 2022. Our working capital at December 31, 2023 was approximately $3.2 million compared to approximately $4.9 million at December 31, 2022.

 

Net cash provided by operating activities during 2023 was approximately $2.8 million compared to $2.7 million during the same period in 2022. Net cash provided by operating activities is driven by an increase in our net income and adjusted by non-cash items and changes in current assets and liabilities. Non-cash adjustments primarily include depreciation, amortization of intangible assets, stock-based compensation expense, bad debt expense, 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 2023 was primarily driven by a decrease in prepaid expenses and other assets, accounts payable, accrued expenses and other current liabilities and cash used for inventory, offset by an increase in deferred revenue. The cash provided by operating activities for 2022 was primarily driven by a decrease in deferred revenue and cash used for inventory, offset by an increase in prepaid expenses and accounts payable.

 

Net cash used in investing activities during 2023 was approximately $0.6 million compared to $0.3 million during 2022. Net cash used in the 2023 period was $0.2 million for the acquisition of Blue Trace, $0.3 million for the acquisition of Upcycled Foods and $0.1 million for the purchase of equipment and internal use software development. Net cash used in the 2022 period was $0.2 million for the purchase of digital assets and $0.1 million for the purchase of a vehicle, equipment and software development.

 

Net cash used in financing activities during 2023 was approximately $3.9 million compared to net cash used of $3.4 million in the 2022 period. Net cash used in the 2023 period was primarily for the repurchase of common shares under the Stock Buyback Plan. Net cash used in the 2022 period was primarily for the repurchase of common shares under the Stock Buyback Plan.

 

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 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.

 

25
 

 

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 December 31, 2023 and 2022, the effective interest rate was 10.0% and 9.0%, respectively. The LOC is collateralized by all the business assets of Where Food Comes From Organic, Inc. (“WFCFO”), a subsidiary of WFCF. As of December 31, 2023 and 2022, there were no amounts outstanding under this LOC.

 

Off Balance Sheet Arrangements

 

As of December 31, 2023, we had no off-balance sheet arrangements of any type.

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

Below is a discussion of the accounting policies and related estimates that we believe are the most critical to understanding our consolidated financial statements, financial condition and results of operations and which require complex management judgments, uncertainties and/or estimates. The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during a reporting period; however, actual results could differ from those estimates. Management has discussed the development, selection and disclosure of the critical accounting policies and estimates with the Audit Committee of the Board of Directors. Information regarding our other accounting policies is included in Note 2 to our consolidated financial statements set forth in Item 8 of this Annual Report on Form 10-K.

 

Revenue Recognition

 

Verification and Certification Segment

 

We offer a range of products and services to maintain identification, traceability, and verification systems. We conduct both on-site and desk audits to verify that claims being made about livestock, food, other high-value specialty crops and agricultural products are accurate. We generate revenue primarily from the sale of our verification solutions, consulting services and hardware sales. We sell our products and services directly to customers at various levels in the livestock and agricultural supply chains.

 

Verification and certification service revenue primarily consists of fees charged for verification audits and other verification services that the Company performs for customers. We recognize revenue utilizing an input method to measure over-time progress of each verification audit based on the number of audit days performed.

 

For certain of our third-party crop and other processed product audits, we assess a fixed fee for the annual certification period. We recognize revenue utilizing an input method to measure progress toward satisfaction of the annual assessment based on the percentage of activities/phases or input reviews completed under the annual assessment.

 

Product sales are primarily generated from the sale of cattle identification ear tags. Revenue for product sales is recognized upon delivery of the goods to customer, at which point title, custody and risk of loss transfer to the customer.

 

26
 

 

We had deferred revenue of approximately $1.4 million and $1.2 million at December 31, 2023 and 2022, respectively, primarily related to the annual certification period for certain of our third-party crop and other processed product audits. The balance of these contract liabilities at the beginning of the period is expected to be recognized as revenue during 2024.

 

Professional Services Segment

 

Professional services fees are derived from a standard rate card by employee level, and we invoice for consulting, data analysis and other reporting services, monthly, on a time-incurred basis. We recognize revenue over time utilizing the practical expedient that allows us to recognize revenue in the amount to which we have a right to invoice.

 

Other

 

Generally, we do not provide right of return or warranty on product sales or services performed.

 

In connection with the provision of on-site audits, reimbursable expenses are incurred and billed to customers, and such amounts are recognized on a gross basis as both revenue and cost of revenue.

 

Any amounts collected on behalf of a third-party and remitted in full to that third-party are excluded from the transaction price and, thus, revenue.

 

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. Although this seasonality does not impact our policies for revenue recognition, it does generally impact our results of operations by potentially causing an increase in our profit margins during May through October and decreased margins during November through April. 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 beginning of 2023 marks the ninth year of the current cycle that began in 2014. 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 and pasture conditions.

 

Stock-Based Compensation

 

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 using the Black-Scholes-Merton option-pricing model. For 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.

 

Calculating stock-based compensation expense using the Black-Scholes-Merton option-pricing model requires the input of highly subjective assumptions, including the expected term of the stock-based awards, stock price volatility, and the pre-vesting option forfeiture rate. We consider many factors when estimating expected forfeitures, including the types of awards, employee classification and historical experience. Actual forfeitures may differ substantially from our current estimate. Under this pricing model, which incorporates ranges of assumptions for inputs, our assumptions are as follows:

 

Dividend yield is based on our historical policy of not paying cash dividends.
Expected volatility assumptions were derived from our actual volatilities.
The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant with maturity dates approximately equal to the expected term at the grant date.
The expected term of options represents the period of time that options granted are expected to be outstanding giving consideration to vesting schedules, based on historical exercise patterns, which we believe are representative of future behavior.

 

27
 

 

There is a risk that our estimates of the fair values may differ from the actual values. It is possible that employee stock options may expire worthless or otherwise result in zero intrinsic value as compared to the fair values originally estimated on the grant date and reported in our financial statements. Alternatively, value may be realized from these instruments that are significantly in excess of the fair values originally estimated on the grant date and reported in our financial statements. The fair value determined using the Black-Scholes-Merton option-pricing model may not be indicative of the fair value observed in a willing buyer / willing seller market transaction.

 

Estimates of share-based compensation expense are highly subjective as to value and have an impact on our financial statements, but these expenses will never result in the payment of cash by us. For this reason, and because we do not view share-based compensation as being related to our operational performance, we exclude estimated share-based compensation expense when internally evaluating our performance.

 

Income Taxes

 

We record income taxes under the asset and liability method. Deferred tax assets and liabilities reflect our estimation of the future tax consequences of temporary differences between the carrying amounts of assets and liabilities for book and tax purposes. We determine deferred income taxes based on the differences in accounting methods and timing between financial statement and income tax reporting. Accordingly, we determine the deferred tax asset or liability for each temporary difference based on the enacted tax rates expected to be in effect when we realize the underlying items of income and expense.

 

We consider the probability of future taxable income and our historical profitability, among other factors, in assessing the amount of the valuation allowance. Significant judgment is involved in this determination, including projections of future taxable income.

 

Our liability for unrecognized tax benefits contains uncertainties because management is required to make assumptions and to apply judgment to estimate the exposures associated with our various filing positions.

 

Our effective income tax rate is also affected by changes in tax law, our level of earnings and the results of tax audits.

 

As of December 31, 2023, we concluded that a valuation allowance against our deferred tax assets was not considered necessary. As of December 31, 2023 and 2022, the Company did not have an unrecognized tax liability. Changes in these estimates and assumptions could materially affect the tax provision as recorded.

 

Goodwill

 

We perform an impairment test of our goodwill annually or when events and circumstances indicate goodwill might be impaired. Impairment testing of goodwill is required at the reporting unit level and involves a two-step process. However, we may first assess the qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test.

 

The first step of the impairment test involves comparing the estimated fair value of our reporting units with the reporting unit’s carrying amount, including goodwill. If we determine that the carrying value of a reporting unit exceeds its estimated fair value, we perform a second step to compare the carrying amount of goodwill to the implied fair value of that goodwill. The implied fair value of goodwill is determined in the same manner as utilized to recognize goodwill in a business combination. If the carrying amount of goodwill exceeds the implied fair value of that goodwill, an impairment loss would be recognized in an amount equal to the excess.

 

28
 

 

We evaluate our reporting units on an annual basis or when events or circumstances indicate our reporting units might change.

 

Application of the goodwill impairment test requires judgment, including performing the qualitative assessment, the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each reporting unit.

 

Estimating the fair value of an individual reporting unit requires us to make assumptions and estimates regarding our future plans, industry and economic conditions and our actual results and conditions may differ over time. Examples of events or circumstances that could have a negative effect on the estimated fair value of our reporting units include (i) changes in technology or customer demands that were not anticipated; (ii) competition or regulatory developments in the industry that may adversely affect profitability; (iii) a prolonged weakness in general economic conditions; (iv) a sustained decrease in share price; (v) volatility in the equity and debt markets which could result in a higher discount rate; and (vi) the inability to execute our strategy to grow our growth products.

 

These types of analyses contain uncertainties because they require management to make assumptions and to apply judgment to estimate industry economic factors and the profitability of future business strategies.

 

We have not made any material changes in the accounting methodology used to evaluate impairment of goodwill during the past two years.

 

As of December 31, 2023 and 2022, we had approximately $2.9 million of goodwill.

 

During the fourth quarter of 2023 and 2022, we performed a qualitative assessment on our WFCF, WFCFO, Validus and SureHarvest units and concluded that the fair value of the reporting units exceeded their carrying value.

 

Long-Lived Assets

 

Our definite-lived intangible assets consist of customer relationships, accreditations, tradenames / trademarks and patents related to our acquisitions, recorded at estimated fair value. It also consists of our trademark rights and the related costs incurred to obtain the trademark rights recorded at cost. These definite-lived assets are subject to amortization using the straight-line method over the estimated useful-lives of the respective assets, which range from two to fifteen years. Estimates of useful-lives are based on the nature of the underlying assets as well as our experience with similar assets and intended use. We periodically review estimated useful-lives for reasonableness.

 

We evaluate recoverability of long-lived assets, including property and equipment and definite-lived intangible assets, when events or changes in circumstances indicate that the carrying amount may not be recoverable.

 

Assumptions and estimates about future values and remaining useful-lives can be affected by a variety of factors, including external factors such as consumer spending habits and general economic trends, and internal factors such as changes in our business strategy and our internal forecasts.

 

We have not made any material changes in the accounting methodology or useful-lives we use to account for long-lived assets during the past two years.

 

Pursuant to Accounting Standards Update 2016-02 (“ASU”) Topic 842, we determine if an arrangement is a lease at inception. Operating leases are included in the right-of-use (ROU) assets, current operating lease liabilities and noncurrent operating lease liabilities in our consolidated balance sheet. Finance leases are included in property and equipment, current finance lease obligations and long-term finance lease obligations in our consolidated balance sheet.

 

29
 

 

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.

 

Indefinite-Lived Assets

 

Our non-amortizable intangible assets which have an indefinite life relate to the trademarks/tradenames and digital assets.

 

Trademarks/tradenames were acquired in the Validus acquisition. Pursuant to Accounting Standards Codification (“ASC”) Topic 350, if an intangible asset is determined to have an indefinite useful life, it shall not be amortized until its useful life is determined to no longer be indefinite. Accordingly, we evaluate the remaining useful life of an intangible asset that is not being amortized each reporting period to determine whether events or circumstances continue to support an indefinite useful life.

 

In addition, an intangible asset that is not subject to amortization shall be tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. Entities testing an indefinite-lived intangible asset for impairment have the option of performing a qualitative assessment before calculating the fair value of the asset. If entities determine, on the basis of qualitative factors, that the likelihood of the indefinite-lived intangible asset being impaired is below a “more-likely-than-not” threshold (i.e., a likelihood of more than 50 percent), the entity would not need to calculate the fair value of the asset.

 

As of December 31, 2023, there have been no changes to the indefinite life determination pertaining to the trademarks/tradenames intangible assets. Based on the qualitative assessment on Validus reporting unit, we concluded that the likelihood of the indefinite lived asset being impaired was below a “more-likely-than-not” threshold.

 

Digital assets or “cryptocurrency” are held as indefinite-lived intangible assets in accordance with ASC Topic 350. 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 Topic 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.

 

As of December 31, 2023, we have not sold any digital assets and have not recognized an impairment loss for the year ended December 31, 2023. An impairment loss of $62,000 was recognized for the year ended December 31, 2022. As of December 31, 2023 and 2022, the carrying value of our digital assets held was $0.1 million.

 

30
 

 

Business Combinations

 

A component of our growth strategy has been to acquire businesses that complement our existing operations. We account for business combinations in accordance with the guidance for business combinations and related literature. Accordingly, we allocate the purchase price of acquired companies to the tangible and intangible assets acquired and liabilities assumed based upon their estimated fair values at the date of purchase. The excess of the purchase price over the fair value of the net assets acquired is recorded as goodwill.

 

In determining the fair values of assets acquired and liabilities assumed in a business combination, we use various recognized valuation methods, including present value modeling and referenced market values (where available). Further, we make assumptions within certain valuation techniques, including discount rates and the timing of future cash flows. Valuations are performed by management or independent valuation specialists under management’s supervision, where appropriate. We believe that the estimated fair values assigned to the assets acquired and liabilities assumed are based on reasonable assumptions that marketplace participants would use. However, such assumptions are inherently uncertain and actual results could differ from those estimates.

 

RECENT ACCOUNTING PRONOUNCEMENTS

 

See Note 2 to our consolidated financial statements set forth in Item 8 of this Annual Report on Form 10-K for a detailed description of recent accounting pronouncements.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

Index to Financial Statements

 

  Page
Financial Statements:  
Report of Independent Registered Public Accounting Firm 32
Consolidated Balance Sheets as of December 31, 2023 and 2022 35
Consolidated Statements of Income for the years ended December 31, 2023 and December 31, 2022

36

Consolidated Statements of Cash Flows for the years ended December 31, 2023 and December 31, 2022

37

Consolidated Statements of Equity for the years ended December 31, 2023 and December 31, 2022 38
Notes to Consolidated Financial Statements 39

 

31
 

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and Stockholders of

Where Food Comes From, Inc.

Castle Rock, Colorado

 

OPINION ON THE FINANCIAL STATEMENTS

 

We have audited the accompanying consolidated balance sheets of Where Food Comes From, Inc. and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of income, equity, and cash flows, for the years ended December 31, 2023 and 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022 and the results of its operations and its cash flows for the years ended December 31, 2023 and 2022, in conformity with accounting principles generally accepted in the United States of America.

 

BASIS FOR OPINION

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

CRITICAL AUDIT MATTERS

 

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

 

32
 

 

Revenue Recognition – Refer to Note 2 to the financial statements

 

Critical Audit Matter Description

 

The Company recognizes revenue upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company offers customers the ability to acquire multiple licenses of software products and services, in its customer agreements through its service and licensing programs.

 

Significant judgment is exercised by the Company in determining revenue recognition for these customer agreements, and includes the following:

 

  Determination of whether products and services are considered distinct performance obligations that should be accounted for separately versus together, such as software licenses and related services.
  The pattern of delivery (i.e., timing of when revenue is recognized) for each distinct performance obligation.
  Identification and treatment of contract terms that may impact the timing and amount of revenue recognized (e.g., length of time for services and cancellation terms).
  Determination of stand-alone selling prices for each distinct performance obligation and for products and services that are not sold separately.

 

Given these factors and due to the volume of transactions, the related audit effort in evaluating management’s judgments in determining revenue recognition for these customer agreements was extensive and required a high degree of auditor judgment.

 

How the Critical Audit Matter Was Addressed in the Audit

 

Our principal audit procedures related to the Company’s revenue recognition for these customer agreements included the following:

 

  We evaluated management’s significant accounting policies related to these customer agreements for reasonableness.
  We selected a sample of customer agreements and performed the following procedures:
  Obtained and read contract source documents for each selection, including master agreements, and other documents that were part of the agreement.
  Tested management’s identification and treatment of contract terms.
  Assessed the terms in the customer agreement and evaluated the appropriateness of management’s application of their accounting policies, along with their use of estimates, in the determination of revenue recognition conclusions.
  We evaluated the reasonableness of management’s estimate of stand-alone selling prices for products and services that are not sold separately.
  We evaluated the appropriateness of certain accounts receivables and deferred revenue items based on the timing of the payment and the products and services provided.
 

We tested the mathematical accuracy of management’s calculations of revenue and the associated timing of revenue recognized in the financial statements.

 

33
 

 

Inventory – Refer to Note 2 to the financial statements

 

Critical Audit Matter Description

 

The Company reports inventory at the lower of cost or market value, with the cost calculated using the first-in-first out (FIFO) method. Market value represents the estimated selling price.

 

Significant judgment is exercised by the Company in determining whether inventory is appropriately recorded at the lower of cost or market value, and includes the following:

 

  Determination of the current market value of the inventory.
  Determination of the feasibility of future sale of the inventory, including proper consideration of obsolescence.

 

Given these factors and due to the value of the inventory, the related audit effort in evaluating management’s judgments in determining the valuation of inventory which required a high degree of auditor judgment.

 

How the Critical Audit Matter Was Addressed in the Audit

 

Our principal audit procedures related to the Company’s valuation of inventory included the following:

 

  We examined source documentation for the original costs of the inventory, evaluating the reasonableness of the historic cost and volume of units recorded by the Company.
  We evaluated the reasonableness of management’s intent for selling and distributing the inventory, including their current use in the livestock industry and associated partners and suppliers.
  We evaluated the reasonableness of current market values of the inventory in comparison to original cost.

 

/s/ Causey Demgen & Moore, P.C.

 

We have served as the Company’s auditors since 2019.

 

Auditor Firm ID 647

 

Denver, Colorado

February 15, 2024

 

34
 

 

Where Food Comes From, Inc.

Consolidated Balance Sheets

 

   December 31,   December 31, 
(Amounts in thousands, except per share amounts)  2023   2022 
Assets          
Current assets:          
Cash and cash equivalents  $2,641   $4,368 
Accounts receivable, net of allowance   2,128    2,172 
Inventory   1,109    888 
Prepaid expenses and other current assets   335    463 
Total current assets   6,213    7,891 
Property and equipment, net   844    998 
Right-of-use assets, net   2,296    2,607 
Equity investments   1,191    991 
Intangible and other assets, net   2,303    2,340 
Goodwill, net   2,946    2,946 
Deferred tax assets, net   493    523 
Total assets  $16,286   $18,296 
           
Liabilities and Equity          
Current liabilities:          
Accounts payable  $567   $640 
Accrued expenses and other current liabilities   615    769 
Deferred revenue   1,485    1,278 
Current portion of finance lease obligations   14    9 
Current portion of operating lease obligations   298    341 
Total current liabilities   2,979    3,037 
Finance lease obligations, net of current portion   41    37 
Operating lease obligation, net of current portion   2,447    2,745 
Total liabilities   5,467    5,819 
           
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; 6,516 (2023) and 6,501 (2022) shares issued, and 5,503 (2023) and 5,775 (2022) shares outstanding   7    6 
Additional paid-in-capital   12,290    12,145 
Treasury stock of 1,014 (2023) and 727 (2022) shares   (11,219)   (7,263)
Retained earnings   9,741    7,589 
Total equity   10,819    12,477 
Total liabilities and stockholders’ equity  $16,286   $18,296 

 

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

 

35
 

 

Where Food Comes From, Inc.

Consolidated Statements of Income

 

         
   Year ended December 31, 
(Amounts in thousands, except per share amounts)  2023   2022 
Revenues:        
Verification and certification service revenue  $19,413   $17,610 
Product sales   4,001    4,364 
Professional services   1,721    2,871 
Total revenues   25,135    24,845 
Costs of revenues:          
Costs of verification and certification services   10,986    9,748 
Costs of products   2,272    2,333 
Costs of professional services   1,355    2,296 
Total costs of revenues   14,613    14,377 
Gross profit   10,522    10,468 
Selling, general and administrative expenses    7,825    7,816 
Income from operations   2,697    2,652 
Other income/(loss):          
Dividend income from Progressive Beef   320    250 
Gain on sale of assets   7    12 
Other income, net   53    5 
Loss on foreign currency exchange   (7)   (38)
Impairment of digital assets   -    (62)
Interest expense   (5)   (3)
Income before income taxes   3,065    2,816 
Income tax expense   913    822 
Net income  $2,152   $1,994 
           
Per share - net income          
Basic  $0.39   $0.34 
Diluted  $0.39   $0.33 
           
Weighted average number of common shares outstanding:          
Basic   5,485    5,955 
Diluted   5,548    6,035 

 

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

 

36
 

 

Where Food Comes From, Inc.

Consolidated Statements of Cash Flows

 

         
   Year ended December 31, 
(Amounts in thousands)  2023   2022 
         
Operating activities:          
Net income  $2,152   $1,994 
Adjustments to reconcile net income to net cash provided by operating activities:          
Depreciation and amortization   634    765 
Impairment of digital assets   -    62 
Gain on sale of assets   (7)   (12)
Stock-based compensation expense   78    154 
Deferred tax benefit   30    (59)
Bad debt expense   44    26 
Changes in operating assets and liabilities, net of effect from acquisitions:          
Accounts receivable   -    (20)
Inventory   (221)   (121)
Prepaid expenses and other assets   155    (138)
Accounts payable   (73)   193 
Accrued expenses and other current liabilities   (154)   59 
Deferred revenue   207    (235)
Right of use assets and liabilities, net   (23)   (14)
Net cash provided by operating activities   2,822    2,654 
           
Investing activities:          
Purchase of digital assets   -    (178)
Investment in Blue Trace   (200)   - 
Acquisition of Upcycle Certification Program   (300)   - 
Purchases of property, equipment and software development costs   (148)   (89)
Net cash used in investing activities   (648)   (267)
           
Financing activities:          
Repayments of finance lease obligations   (13)   (13)
Proceed from stock option exercise   68    36 
Stock repurchase under Stock Buyback Plan   (3,956)   (3,456)
Net cash used in financing activities   (3,901)   (3,433)
Net change in cash   (1,727)   (1,046)
Cash at beginning of period   4,368    5,414 
Cash at end of period  $2,641   $4,368 

 

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

 

37
 

 

Where Food Comes From, Inc.

Consolidated Statements of Equity

Years ended December 31, 2022 and 2023

 

                         
           Additional             
   Common Stock   Paid-in   Treasury   Retained     
(Amounts in thousands)  Shares   Amount   Capital   Stock   Earnings   Total 
                         
Balance at January 1, 2022   6,071   $6   $11,955   $(3,807)  $5,595   $13,749 
                               
Stock-based compensation expense   4    -    154    -    -    154 
Stock options exercised   8    -    36    -    -    36 
Repurchase of common shares under Stock Buyback Plan   (308)   -    -    (3,456)   -    (3,456)
Net income   -    -    -    -    1,994    1,994 
Balance at December 31, 2022   5,775   $6   $12,145   $(7,263)  $7,589   $12,477 
                               
Stock-based compensation expense   2    -    78    -    -    78 
Stock options exercised   13    1    67    -    -    68 
Repurchase of common shares under Stock Buyback Plan   (287)   -    -    (3,956)   -    (3,956)
Net income   -    -    -    -    2,152    2,152 
Balance at December 31, 2023   5,503   $7   $12,290   $(11,219)  $9,741   $10,819 

 

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

 

38
 

 

Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

 

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 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 consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). 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. Actual results could differ from the estimates.

 

Our consolidated financial statements include the accounts of all majority-owned or controlled subsidiaries, and 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.

 

Note 2 - Summary of Significant Accounting Policies

 

Cash and Cash Equivalents

 

We place our cash with high quality financial institutions. At times, cash balances may exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limit; however, we have not experienced any losses related to balances that exceed such FDIC insurance limits (currently $250,000), and we believe our credit risk is minimal. At times, we may also invest in short-term investments with original maturities of three months or less, which we consider to be cash and cash equivalents, since they are readily convertible to cash.

 

39
 

 

Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

 

Revenue Recognition

 

Verification and Certification Segment

 

We offer a range of products and services to maintain identification, traceability, and verification systems. We conduct both on-site and desk audits to verify that claims being made about livestock, food, other high-value specialty crops and agricultural products are accurate. We generate revenue primarily from the sale of our verification solutions, consulting services and hardware sales. We sell our products and services directly to customers at various levels in the livestock and agricultural supply chains.

 

Verification and certification service revenue primarily consists of fees charged for verification audits and other verification services that the Company performs for customers. We recognize revenue utilizing an input method to measure over-time progress of each verification audit based on the number of audit days performed.

 

For certain of our third-party crop and other processed product audits, we assess a fixed fee for the annual certification period. We recognize revenue utilizing an input method to measure progress toward satisfaction of the annual assessment based on the percentage of activities/phases or input reviews completed under the annual assessment.

 

Product sales are primarily generated from the sale of cattle identification ear tags. Revenue for product sales is recognized upon delivery of the goods to customer, at which point title, custody and risk of loss transfer to the customer.

 

Professional Services Segment

 

Professional services, data analysis and other reporting fees are derived from a standard rate card by employee level, and we invoice for services monthly on a time-incurred basis. We recognize revenue over time utilizing the practical expedient that allows us to recognize revenue in the amount to which we have a right to invoice.

 

Other

 

Generally, we do not provide right of return or warranty on product sales or services performed.

 

In connection with the provision of on-site audits, reimbursable expenses are incurred and billed to customers, and such amounts are recognized on a gross basis as both revenue and cost of revenue.

 

Any amounts collected on behalf of a third-party and remitted in full to that third-party are excluded from the transaction price and, thus, revenue.

 

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. Although this seasonality does not impact our policies for revenue recognition, it does generally impact our results of operations by potentially causing an increase in our profit margins during May through October and decreased margins during November through April. 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 beginning of 2023 marks the ninth year of the current cycle that began in 2014. 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 and pasture conditions.

 

40
 

 

Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

 

Disaggregation of Revenue

 

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

 

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

 

                                 
   Year ended December 31, 2023   Year ended December 31, 2022 
   Verification and Certification Segment   Professional Services Segment   Eliminations and Other   Consolidated Totals   Verification and Certification Segment   Professional Services Segment   Eliminations and Other   Consolidated Totals 
Revenues:                                                                    
Verification and certification service revenue  $19,413   $-   $-   $19,413   $17,610   $-   $            -   $17,610 
Product sales   4,001    -    -    4,001    4,364    -    -    4,364 
Professional services   -    1,721    -    1,721    -    2,871    -    2,871 
Total revenues  $23,414   $1,721   $-   $25,135   $21,974   $2,871   $-   $24,845 

 

As of December 31, 2023 and 2022, accounts receivable from contracts with customers, net of allowance for doubtful accounts, were approximately $2.1 million and $2.2 million, respectively.

 

As of December 31, 2023 and 2022, deferred revenue from contracts with customers were approximately $1.5 million and $1.3 million, respectively. The balance of the contract liabilities at December 31, 2022 was recognized as revenue in 2023 and the balance at December 31, 2023 is expected to be recognized as revenue during 2024.

 

The following table reflects the changes in our contract liabilities during the year ended December 31, 2023 and 2022:

 

Deferred revenue (in thousands):  2023   2022 
Deferred revenue January 1  $1,278   $1,513 
Unearned billings   3,618    3,733 
Revenue recognized   (3,411)   (3,968)
Deferred revenue December 31  $1,485   $1,278 

 

Cost of Revenues

 

Salaries and related fringe benefits directly associated with our verification and certification service revenues are allocated to costs of verification and certification services.

 

Costs of products primarily represents the cost of livestock EID ear tags generally used in connection with our verification programs.

 

Costs of professional services include direct costs of salaries and related fringe benefits, and fees incurred from other service providers directly related to our professional services revenue.

 

41
 

 

Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

 

Accounts Receivable and Allowance for Doubtful Accounts

 

Our receivables are generally due from trade customers. Credit is extended based on our evaluation of the customer’s financial condition, and generally collateral is not required. Accounts receivable are generally due approximately 30 days from the invoice date and are stated at amounts due from customers, net of an allowance for doubtful accounts. Accounts receivable that are outstanding longer than the contractual payment terms are considered past due. We determine our allowance by considering a number of factors, including the length of time trade accounts receivable are past due, our previous loss and payment history, the customer’s current ability to pay its obligations to us and the condition of the general economy and the industry as a whole. We write-off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts. The allowance for doubtful accounts was approximately $55,000, at December 31, 2023 and 2022.

 

At December 31, 2023 and 2022, no single customer accounted for greater than 10% of our accounts receivable balance.

 

Fair Value Measurements

 

ASC Topic 820, Fair Value Measurements and Disclosure, establishes a hierarchy for inputs used in measuring fair value for financial assets and liabilities that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows:

 

  Level 1: Quoted prices available in active markets for identical assets or liabilities;
  Level 2: Quoted prices in active markets for similar assets and liabilities that are observable for the asset or liability;
  Level 3: Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash or valuation models.

 

The financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

 

The Company’s non-recurring fair value measurements include purchase price allocations for the fair value of assets and liabilities acquired through business combinations.

 

The acquisition of a group of assets in a business combination transaction requires fair value estimates for assets acquired and liabilities assumed. The fair value of assets and liabilities acquired through business combinations is calculated using a discounted future cash flows method. The discounted cash flows are developed using the income approach in which a value (based on management’s expectations for the future) is determined by converting anticipated benefits. The fair value measurements are based on significant inputs not observable in the market and thus represent fair value measurements which are designated as Level 3 inputs within the fair value hierarchy. Key assumptions and considerations include:

 

  a) A discount rate range of 19-32 percent;
  b) Terminal value based on long-term sustainable growth rates of 3 percent;
  c)

Financial data of comparable companies for market participant assumptions; and
  d) Consideration of the marketability that market participants would consider when measuring the fair value of a non-controlling interest in our acquisition.

 

42
 

 

Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

 

Other Financial Instruments

 

The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate their fair value due to their short maturities. The carrying values shown for short-term investments, long-term investments and notes payable also approximate fair value because current interest rates and terms offered to us for similar instruments are substantially the same (Level 2 inputs).

 

Inventory

 

Inventory consists of cattle identification ear tags and tag readers, which are recorded at the lower of cost or market value, with the cost calculated using the first-in-first-out (FIFO) method. Market value represents the estimated selling price.

 

We do not manufacture any of the items in inventory. All items in inventory are finished goods. As of December 31, 2023, there is no indication of obsolescence or impairment of inventory. No items in inventory have been pledged as security.

 

Property and Equipment

 

Property and equipment are recorded at cost and are depreciated using the straight-line method over the estimated useful-lives of the respective assets. Leasehold improvements are depreciated over the shorter of the lease term, which generally includes reasonably assured option periods, or the estimated useful-lives of the assets, in accordance with ASC842. All other property and equipment have depreciable lives which range from two to seven years. Upon retirement or disposal of assets, the accounts are relieved of cost and accumulated depreciation and the related gain or loss is reflected in earnings.

 

Goodwill and Other Intangible Assets

 

Goodwill represents the excess of purchase price over fair value of tangible net assets of acquired businesses at the acquisition date, after amounts allocated to other identifiable intangible assets. Factors that contribute to the recognition of goodwill include synergies that are specific to our business and not available to other market participants and are expected to increase net sales and profits; acquisition of a talented workforce; cost savings opportunities; the strategic benefit of expanding our presence in core and adjacent markets; and diversifying our product portfolio.

 

The fair values of other identifiable intangible assets are determined using the income approach or fair value measurement. Other intangible assets include, but are not limited to, developed technology, customer relationships, accreditations, tradenames/trademarks, patents and digital assets. Intangible assets with determinable useful-lives are amortized on a straight-line basis over their estimated useful-lives of two to 15 years. Certain acquired trade names and digital assets are considered to have indefinite lives and are not amortized but are assessed at least annually for potential impairment as described below.

 

43
 

 

Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

 

Goodwill, Intangibles and Long-Lived Asset Impairment Tests

 

We perform our annual impairment test for goodwill in the fourth quarter of each year. We consider qualitative indicators of the fair value of a reporting unit when it is unlikely that a reporting unit has impaired goodwill. In certain circumstances, we may also utilize a discounted cash flow analysis that requires certain assumptions and estimates be made regarding market conditions and our future profitability. Indefinite-lived intangible assets are also tested at least annually for impairment by comparing the individual carrying values to the fair value.

 

We review long-lived assets for indicators of impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, or at least annually. The evaluation is performed at the lowest level of identifiable cash flows. Undiscounted cash flows expected to be generated by the related assets are estimated over the asset’s useful life based on updated projections. If the evaluation indicates that the carrying amount of the asset may not be recoverable, any potential impairment is measured based upon the fair value of the related asset or asset group as determined by an appropriate market appraisal or other valuation technique.

 

We determine the fair value of our digital assets on a quarterly basis based on quoted prices on the active exchange(s) that we have determined is the principal market for such assets. 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.

 

Research and Development and Software Development Costs

 

Research and development costs are charged to operations as incurred. We did not incur any research and development expense in 2023 and 2022.

 

Internal use software development costs represent the capitalization of certain external and internal computer software costs incurred during the application development stage. The application development stage is characterized by software design and configuration activities, coding, testing and installation. Training costs and maintenance are expensed as incurred, while upgrades and enhancements are capitalized if it is probable that such expenditures will result in additional functionality.

 

Website software development costs related to certain planning and training costs incurred in the development of website software are expensed as incurred, while application development stage costs are capitalized.

 

Advertising and Marketing Expenses

 

Advertising and marketing costs are expensed as incurred. Total advertising and marketing expenses for the years ended December 31, 2023 and 2022, were approximately $0.3 million and $0.2 million, respectively.

 

44
 

 

Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

 

Income Taxes

 

We record income taxes under the asset and liability method. Deferred tax assets and liabilities reflect our estimation of the future tax consequences of temporary differences between the carrying amounts of assets and liabilities for book and tax purposes. We determine deferred income taxes based on the differences in accounting methods and timing between financial statement and income tax reporting. Accordingly, we determine the deferred tax asset or liability for each temporary difference based on the enacted tax rates expected to be in effect when we realize the underlying items of income and expense. We consider all relevant factors when assessing the likelihood of future realization of our deferred tax assets, including our recent earnings experience by jurisdiction, expectations of future taxable income and the carryforward periods available to us for tax reporting purposes, as well as assessing available tax planning strategies. We may establish a valuation allowance to reduce deferred tax assets to the amount we believe is more likely than not to be realized. Due to inherent complexities arising from the nature of our businesses, future changes in income tax law, tax sharing agreements or variances between our actual and anticipated operating results, we make certain judgments and estimates. Therefore, actual income taxes could materially vary from these estimates.

 

The accounting standard related to income taxes applies to all tax positions and defines the confidence level that a tax position must meet in order to be recognized in the financial statements. The accounting standard requires that the tax effects of a position be recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If a tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are to be recognized. Differences between financial and tax reporting which do not meet this threshold are required to be recorded as unrecognized tax benefits. This standard also provides guidance on the presentation of tax matters and the recognition of potential Internal Revenue Service interest and penalties. As of December 31, 2023 and 2022, the Company did not have an unrecognized tax liability.

 

The Company classifies penalty and interest expense related to income tax liabilities as an income tax expense. The Company did not incur any material interest and penalties for the years ended December 31, 2023 and 2022.

 

The Company files income tax returns in the U.S. and various state jurisdictions, and there are open statutes of limitation for taxing authorities to audit our tax returns from 2020 through the current period.

 

Stock-Based Compensation

 

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, 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.

 

Calculating stock-based compensation expense using the Black-Scholes-Merton option-pricing model requires the input of highly subjective assumptions, including the expected term of the stock-based awards, stock price volatility, and the pre-vesting option forfeiture rate. We consider many factors when estimating expected forfeitures, including the types of awards, employee classification and historical experience. Actual forfeitures may differ substantially from our current estimate. Under this pricing model, which incorporates ranges of assumptions for inputs, our assumptions are as follows:

 

Dividend yield is based on our historical policy of not paying cash dividends.
Expected volatility assumptions were derived from our actual volatilities.
The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant with maturity dates approximately equal to the expected term at the grant date.
The expected term of options represents the period of time that options granted are expected to be outstanding giving consideration to vesting schedules, based on historical exercise patterns, which we believe are representative of future behavior.

 

45
 

 

Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

 

Leases

 

In accordance with ASU 2016-02: Leases (Topic 842), we determine if an arrangement is a lease at inception. Operating leases are included in the right-of-use (ROU) assets, current operating lease liabilities and noncurrent operating lease liabilities in our consolidated balance sheet. Finance leases are included in property and equipment, current finance lease obligations and long-term finance lease obligations in our consolidated balance sheet.

 

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.

 

As the discount rates in the Company’s lease are not implicit, the Company estimated the incremental borrowing rate based on the rate of interest the Company would have to pay to borrow a similar amount on a collateralized basis over a similar term.

 

Our lease term includes options to extend the lease when it is reasonably certain that we will exercise that option. Leases with a term of 12 months or less are not recorded on the balance sheet. Our lease agreements do not contain any residual value guarantees.

 

We have operating and finance leases for corporate offices, other regional offices, and certain equipment. Our leases have remaining lease terms of 1 year to 15 years, some of which include multiple options to extend the leases for up to 5 years each.

 

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 not listed below were assessed and determined to be either not applicable or are not expected to have a material impact on the consolidated financial statements.

 

Recently Adopted Accounting Pronouncements

 

On January 1, 2023, we adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which adds a new Topic 326 to the Codification and removes the thresholds that companies apply to measure credit losses on financial instruments measured at amortized cost, such as loans, receivables, and held-to-maturity debt securities. The adoption of this update did not have an impact on our Consolidated Financial Statements.

 

46
 

 

Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

 

Recently Issued Accounting Pronouncements

 

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements, which will modify the disclosure or presentation requirements of a variety of Topics in the Codification. The updates align the requirements in the Codification with the SEC’s regulations. The effective date is anticipated to be June 30, 2027. At this time, management has not determined the impact on its financial statements.

 

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 28); Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The Company will be required to adopt this update January 1, 2024 for annual reporting and January 1, 2025 for quarterly reporting. At this time, management is determining the extent of enhanced disclosures on its financial statements.

 

In December 2023, the FASB issued ASU 2023-08, Intangibles – Goodwill and Other – Crypto Assets (Subtopic 350-60); Accounting for and Disclosure of Crypto Assets, which better reflects the economics of crypto assets, measuring those assets at fair value versus the current cost-less-impairment accounting model. An entity is required to measure crypto assets at fair value with changes recognized in net income each reporting period and report the crypto asset fair value separately from other intangible assets in the balance sheet. The Company will be required to adopt this accounting standard January 1, 2025, but may choose to early implement. As of December 31, 2023, management estimates the Company’s crypto asset fair value would have been reported at $0.3 million and if the standard had been early implemented, an unrealized gain of approximately $0.2 million would have been recognized for the year ending December 31, 2023.

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740); Improvements to Income Tax Disclosures, which enhance the transparency and decision usefulness of tax disclosures. The Company will be required to adopt this update January 1, 2025 for annual reporting. At this time, management is determining the extent of enhanced disclosures on its financial statements.

 

Note 3 - Property and Equipment

 

The major categories of property and equipment are as follows as of December 31st:

 

   2023   2022 
(in thousands)          
Automobiles  $137   $137 
Furniture and office equipment   579    582 
Software and tools   1,466    1,927 
Website development and other enhancements   189    189 
Building and leasehold improvements   812    811 
Property and equipment, gross   3,183    3,646 
Less accumulated depreciation   2,339    2,648 
Property and equipment, net  $844   $998 

 

As of December 31, 2023, the Company disposed of software acquired during the acquisition of SHS in the amount of $0.6 million, which was fully depreciated. Management determined the software was no longer going to be utilized for its intended purpose of external sale.

 

47
 

 

Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

 

Total depreciation expense for the years ended December 31, 2023 and 2022 was approximately $0.3 million and $0.4