8-K
Where Food Comes From, Inc. (WFCF)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 11, 2022
WHERE
FOOD COMES FROM, INC.
(Exact Name of Registrant as Specified in its Charter)
| Colorado | 001-40314 | 43-1802805 |
|---|---|---|
| (State<br> or Other Jurisdiction<br><br> <br>of<br> Incorporation) | (Commission<br><br> <br>File<br> Number) | (I.R.S.<br> Employer<br><br> <br>Identification<br> No.) |
| 202 6th Street**, Suite 400** | ||
| --- | --- | |
| Castle Rock**, Colorado** | 80104 | |
| (Address<br> of Principal Executive Offices) | (Zip<br> Code) |
(303)895-3002
(Registrant’s Telephone Number, Including Area Code)
Notapplicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications<br> pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common Stock, $0.001 par<br> value | WFCF | The NASDAQ Stock Market<br> LLC |
| Item 2.02 | Results of Operations and Financial Condition | |
| --- | --- |
Reference is made to the Where Food Comes From, Inc. (the “Company”) press release on August 11, 2022 and conference call transcript, attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated by reference herein (including, without limitation, the information set forth in the cautionary statement contained in the press release and conference call transcript), relating to the Company’s financial results for the second quarter period ended June 30, 2022.
| Item 9.01 | Financial Statements and Exhibits |
|---|---|
| (d) | Exhibits |
| --- | --- |
| Exhibit<br><br> <br>No. | Description |
| --- | --- |
| 99.1 | Press Release issued and dated August 11, 2022 |
| 99.2 | Transcript for August 11, 2022 conference call |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WHERE FOOD COMES FROM, INC.<br><br> <br>(Registrant) | ||
|---|---|---|
| By: | /s/ Dannette Henning | |
| Date: August 12, 2022 | Dannette Henning | |
| Chief Financial Officer |
Exhibit99.1
WhereFood Comes From, Inc. Reports 2022 Second Quarter and Six-Month Financial Results
| Second Quarter Highlights – 2022 vs. 2021 | ||
|---|---|---|
| ● | Revenue increased 4% to $5.3 million from $5.1 million | |
| ● | Net income increased 10% to $222,000 from $202,000 | |
| ● | Diluted EPS increased to $0.04 from $0.03 | |
| ● | Adjusted EBITDA increased 7% to $570,000 from $535,000 | |
| ● | Company buys back 60,500 shares in quarter | |
| Six Month Highlights – 2022 vs. 2021 | ||
| ● | Revenue increased 20% to $11.5 million from $9.6 million | |
| ● | Net income of $0.7 vs. $1.4 million in year-ago six-month period when Company booked $1.0 million in PPP loan forgiveness in other income | |
| ● | Diluted EPS of $0.12 vs. $0.22 | |
| ● | Adjusted EBITDA increased 66% to $1.5 million from $0.9 million | |
| ● | Cash generated from operations increased 40% to $2.3 million from $1.6 million | |
| ● | Cash & cash equivalents increased 18% to $6.4 million from $5.4 million at year-end | |
| ● | Six-month share buyback totals 94,050 |
CASTLE ROCK, Colo., August 11, 2022 (GLOBE NEWSWIRE) — Where Food Comes From, Inc. (WFCF) (Nasdaq: WFCF), the most trusted resource for independent, third-party verification of food production practices in North America, today announced financial results for its second quarter and six-month period ended June 30, 2022.
“We continue to deliver revenue, earnings and cash flow growth despite macro headwinds related to inflation, supply chain disruptions, and drought conditions that are impacting ranchers and growers throughout the western US,” said John Saunders, Chairman and CEO. “In addition to consistent strength of our beef verification business, the first half of 2022 was notable for significant progress in our seafood initiatives, which include an increase in consulting activity and the recent introduction of our FishCARE standard for sustainable aquaculture. This new standard further expands our revenue mix and strengthens our position as the most diverse provider of verification services and products in the agricultural industry.”
The Company also announced it bought back 60,500 shares of stock in the second quarter, raising to 94,050 the total number of shares bought back in 2022.
SecondQuarter Results – 2022 vs. 2021
Revenue in the second quarter ended June 30, 2022, increased 4% year over year to $5.3 million from $5.1 million. The increase primarily reflected growth of the Company’s verification and certification business, partially offset by lower product sales associated with the impact of drought conditions on cattle herd sizes.
Revenue mix included:
| ● | Verification and certification services,<br> up 7% to $4.0 million from $3.7 million. |
|---|---|
| ● | Product revenue, down 9% year over year to $0.9 million<br> from $1.0 million. |
| ● | Software and related consulting revenue flat at $0.5<br> million. |
Gross profit in the fourth quarter increased to $2.1 million from $2.0 million in the same quarter last year. Gross margin was 40% versus 39% year over year.
Selling, general and administrative expense increased slightly to $1.8 million from $1.7.
Operating income increased 11% to $313,000 from $282,000 in the same quarter last year.
Net income increased 10% year over year to $222,000, or $0.04 per diluted share, from $202,000, or $0.03 per diluted share.
Adjusted EBITDA in the second quarter increased 7% year over year to $570,000 from $535,000.
SixMonth Results – 2022 vs. 2021
Total revenue for the first six months of 2022 increased 20% to $11.5 million from $9.6 million in the same period last year. The increase was driven by growth in all three revenue segments.
Revenue mix included:
| ● | Verification<br> and certification services, up 11% to $7.7 million from $7.0 million. |
|---|---|
| ● | Product revenue, up 12%<br> to $1.9 million from $1.7 million. |
| ● | Software and related consulting<br> revenue, which nearly doubled year over year to $1.9 million from $0.9 million due to completion of a large project with a Japanese<br> government entity in the first quarter. |
Gross profit in the first six months of 2022 increased to $4.5 million from $3.9 million. Gross margin was down slightly at 39% compared to 40% in a year ago due to higher compensation costs and a change in revenue mix due to the resumption of audit activity in certain lower-margin verification categories.
Selling, general and administrative expense increased slightly year over year to $3.6 million from $3.5 million.
Higher revenue and a stable cost structure drove a 152% year-over-year increase in operating income to $0.9 million from $0.4 million.
Net income in the first half of 2022 was $0.7 million compared with $1.4 million in comparable year ago period when the Company recognized income of $1.0 million in PPP loan forgiveness. EPS in the first half of 2022 was $0.12 per diluted share vs. $0.22 per diluted share in the prior year.
Adjusted EBITDA increased 66% to $1.5 million from $0.9 million last year.
The Company generated $2.3 million in net cash from operations in the first half of 2022, up 40% from $1.6 million a year ago.
The cash and cash equivalents balance on June 30, 2022, increased 18% to $6.4 million from $5.4 million at 2021 year end.
FourthQuarter Earnings Call
The Company will conduct a conference call today at 10:00 a.m. Mountain Time.
Call-innumbers for the conference call:
Domestic Toll Free: 1-877-407-8289
International: 1-201-689-8341
Conference Code: 13732115
Phonereplay:
A telephone replay of the conference call will be available through August 25, 2022, as follows:
Domestic Toll Free: 1-877-660-6853
International: 1-201-612-7415
Conference Code: 13732115
AboutWhere Food Comes From, Inc.
Where Food Comes From, Inc. is America’s trusted resource for third party verification of food production practices. Through proprietary technology and patented business processes, the Company estimates that it supports more than 17,500 farmers, ranchers, vineyards, wineries, processors, retailers, distributors, trade associations, consumer brands and restaurants with a wide variety of value-added services. Through its IMI Global, Validus Verification Services, SureHarvest, WFCF Organic (previously known as International Certification Services and A Bee Organic), Postelsia and Sterling Solutions units, Where Food Comes From solutions are used to verify food claims, optimize production practices and enable food supply chains with analytics and data driven insights. In addition, the Company’s Where Food Comes From® retail and restaurant labeling program uses web-based customer education tools to connect consumers to the sources of the food they purchase, increasing meaningful consumer engagement for our clients.
*Noteon non-GAAP Financial Measures
This press release and the accompanying tables include a discussion of EBITDA and Adjusted EBITDA, which are non-GAAP financial measures provided as a complement to the results provided in accordance with generally accepted accounting principles (“GAAP”). The term “EBITDA” refers to a financial measure that we define as earnings (net income or loss) plus or minus net interest plus taxes, depreciation and amortization. Adjusted EBITDA excludes from EBITDA stock-based compensation and, when appropriate, other items that management does not utilize in assessing WFCF’s operating performance (as further described in the attached financial schedules). None of these non-GAAP financial measures are recognized terms under GAAP and do not purport to be an alternative to net income as an indicator of operating performance or any other GAAP measure. We have reconciled Adjusted EBITDA to GAAP net income in the Consolidated Statements of Income table at the end of this release. We intend to continue to provide these non-GAAP financial measures as part of our future earnings discussions and, therefore, the inclusion of these non-GAAP financial measures will provide consistency in our financial reporting.
CAUTIONARYSTATEMENT
This news release contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, based on current expectations, estimates and projections that are subject to risk. Forward-looking statements are inherently uncertain, and actual events could differ materially from the Company’s predictions. Important factors that could cause actual events to vary from predictions include those discussed in our SEC filings. Specifically, statements in this news release about industry leadership, diversity of services mix, potential for the FishCARE standard, and demand for, and impact and efficacy of, the Company’s products and services on the marketplace are forward-looking statements that are subject to a variety of factors, including availability of capital, personnel and other resources; competition; governmental regulation of the agricultural industry; the market for beef and other commodities; and other factors. Financial results for the second quarter and the Company’s pace of stock buybacks are not necessarily indicative of future results. Readers should not place undue reliance on these forward-looking statements. The Company assumes no obligation to update its forward-looking statements to reflect new information or developments. For a more extensive discussion of the Company’s business, please refer to the Company’s SEC filings at www.sec.gov.
Company Contacts:
John Saunders
Chief Executive Officer
303-895-3002
Jay Pfeiffer
Director, Investor Relations
303-880-9000
Where Food Comes From, Inc.
Statements of Income (Unaudited)
| Three months ended June 30, | Six months ended ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Amounts in thousands, except per share amounts) | 2022 | 2021 | 2022 | 2021 | ||||||||
| Revenues: | ||||||||||||
| Verification and certification service revenue | $ | 3,964 | $ | 3,695 | $ | 7,748 | $ | 6,958 | ||||
| Product sales | 878 | 964 | 1,885 | 1,688 | ||||||||
| Software and related consulting revenue | 489 | 482 | 1,854 | 935 | ||||||||
| Total revenues | 5,331 | 5,141 | 11,487 | 9,581 | ||||||||
| Costs of revenues: | ||||||||||||
| Costs of verification and certification services | 2,325 | 2,132 | 4,361 | 3,925 | ||||||||
| Costs of products | 522 | 648 | 1,059 | 1,105 | ||||||||
| Costs of software and related consulting | 354 | 352 | 1,540 | 680 | ||||||||
| Total costs of revenues | 3,201 | 3,132 | 6,960 | 5,710 | ||||||||
| Gross profit | 2,130 | 2,009 | 4,527 | 3,871 | ||||||||
| Selling, general and administrative expenses | 1,817 | 1,727 | 3,591 | 3,500 | ||||||||
| Income from operations | 313 | 282 | 936 | 371 | ||||||||
| Other income/(expense): | ||||||||||||
| Dividend income from Progressive Beef | 50 | 30 | 100 | 60 | ||||||||
| Gain on disposal of assets | - | - | - | 9 | ||||||||
| Loan forgiveness from Paycheck Protection Program | - | - | - | 1,037 | ||||||||
| Loss on foreign currency exchange | (23 | ) | (5 | ) | (35 | ) | (7 | ) | ||||
| Other income, net | 1 | - | 1 | 1 | ||||||||
| Interest expense | (1 | ) | (1 | ) | (2 | ) | (4 | ) | ||||
| Income before income taxes | 340 | 306 | 1,000 | 1,467 | ||||||||
| Income tax expense | 118 | 104 | 281 | 115 | ||||||||
| Net income | $ | 222 | $ | 202 | $ | 719 | $ | 1,352 | ||||
| Per share - net income: | ||||||||||||
| Basic | $ | 0.04 | $ | 0.03 | $ | 0.12 | $ | 0.22 | ||||
| Diluted | $ | 0.04 | $ | 0.03 | $ | 0.12 | $ | 0.22 | ||||
| Weighted average number of common shares outstanding: | ||||||||||||
| Basic | 6,013 | 6,100 | 6,053 | 6,151 | ||||||||
| Diluted | 6,096 | 6,186 | 6,136 | 6,241 |
Where Food Comes From, Inc.
Calculation of Adjusted EBITDA*
(Unaudited)
| Three months ended June 30, | Six months ended June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| (Amounts in thousands) | 2022 | 2021 | 2022 | 2021 | |||||
| Net income | $ | 222 | $ | 202 | $ | 719 | $ | 1,352 | |
| Adjustments to EBITDA: | |||||||||
| Interest expense | 1 | 1 | 2 | 4 | |||||
| Income tax expense | 118 | 104 | 281 | 115 | |||||
| Depreciation and amortization | 197 | 199 | 392 | 401 | |||||
| EBITDA* | 538 | 506 | 1,394 | 1,872 | |||||
| Adjustments: | |||||||||
| Loan forgiveness | - | - | - | (1,037 | ) | ||||
| Stock-based compensation | 32 | 29 | 83 | 54 | |||||
| Cost of acquisitions | - | - | - | - | |||||
| ADJUSTED EBITDA* | $ | 570 | $ | 535 | $ | 1,477 | $ | 889 |
*Use of Non-GAAP Financial Measures: Non-GAAP results are presented only as a supplement to the financial statements and for use within management’s discussion and analysis based on U.S. generally accepted accounting principles (GAAP). The non-GAAP financial information is provided to enhance the reader’s understanding of the Company’s financial performance, but non-GAAP measures should not be considered in isolation or as a substitute for financial measures calculated in accordance with GAAP. Reconciliations of the most directly comparable GAAP measures to non-GAAP measures are provided herein.
All of the items included in the reconciliation from net income to EBITDA and from EBITDA to Adjusted EBITDA are either (i) non-cash items (e.g., depreciation, amortization of purchased intangibles, stock-based compensation, etc.) or (ii) items that management does not consider to be useful in assessing the Company’s ongoing operating performance (e.g., M&A costs, income taxes, gain on sale of investments, loss on disposal of assets, etc.). In the case of the non-cash items, management believes that investors can better assess the Company’s operating performance if the measures are presented without such items because, unlike cash expenses, these adjustments do not affect the Company’s ability to generate free cash flow or invest in its business.
We use, and we believe investors benefit from the presentation of, EBITDA and Adjusted EBITDA in evaluating our operating performance because it provides us and our investors with an additional tool to compare our operating performance on a consistent basis by removing the impact of certain items that management believes do not directly reflect our core operations. We believe that EBITDA is useful to investors and other external users of our financial statements in evaluating our operating performance because EBITDA is widely used by investors to measure a company’s operating performance without regard to items such as interest expense, taxes, and depreciation and amortization, which can vary substantially from company to company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired.
Because not all companies use identical calculations, the Company’s presentation of non-GAAP financial measures may not be comparable to other similarly titled measures of other companies. However, these measures can still be useful in evaluating the Company’s performance against its peer companies because management believes the measures provide users with valuable insight into key components of GAAP financial disclosures.
Where Food Comes From, Inc.
BalanceSheets (Unaudited)
| December 31, | |||||
|---|---|---|---|---|---|
| (Amounts in thousands, except per share amounts) | 2021 | ||||
| Assets | |||||
| Current assets: | |||||
| Cash and cash equivalents | 6,408 | $ | 5,414 | ||
| Accounts receivable, net of allowance | 1,963 | 2,178 | |||
| Inventory | 877 | 767 | |||
| Prepaid expenses and other current assets | 797 | 325 | |||
| Total current assets | 10,045 | 8,684 | |||
| Property and equipment, net | 1,119 | 1,295 | |||
| Right-of-use assets, net | 2,736 | 2,823 | |||
| Investment in Progressive Beef | 991 | 991 | |||
| Intangible and other assets, net | 2,578 | 2,581 | |||
| Goodwill, net | 2,946 | 2,946 | |||
| Deferred tax assets, net | 497 | 464 | |||
| Total assets | 20,912 | $ | 19,784 | ||
| Liabilities and Equity | |||||
| Current liabilities: | |||||
| Accounts payable | 721 | $ | 447 | ||
| Accrued expenses and other current liabilities | 1,608 | 710 | |||
| Deferred revenue | 1,822 | 1,513 | |||
| Current portion of finance lease obligations | 11 | 13 | |||
| Current portion of operating lease obligations | 331 | 313 | |||
| Total current liabilities | 4,493 | 2,996 | |||
| Finance lease obligations, net of current portion | 15 | 19 | |||
| Operating lease obligation, net of current portion | 2,916 | 3,020 | |||
| Total liabilities | 7,424 | 6,035 | |||
| Commitments and contingencies | |||||
| Equity: | |||||
| Preferred stock, 0.001 par value; 5,000 shares authorized; none issued or<br> outstanding | - | - | |||
| Common stock, 0.001 par value; 95,000 shares authorized; 6,492 (2022) and 6,489<br> (2021) shares issued, and 5,979 (2022) and 6,071 (2021) shares outstanding | 6 | 6 | |||
| Additional paid-in-capital | 12,045 | 11,955 | |||
| Treasury stock of 513 (2022) and 419 (2021) shares | (4,877 | ) | (3,807 | ) | |
| Retained earnings | 6,314 | 5,595 | |||
| Total equity | 13,488 | 13,749 | |||
| Total liabilities and stockholders’ equity | 20,912 | $ | 19,784 |
All values are in US Dollars.
Exhibit99.2
WhereFood Comes From, Inc.
2022Second Quarter Conference Call
Call date: Thursday August 11, 2022
Call time: 10:00 a.m. Mountain Time
JayPfeiffer – Investor Relations
Good morning and welcome to the Where Food Comes From 2022 first quarter earnings call.
Joining me on the call today are CEO John Saunders and CFO Dannette Henning.
During this call we’ll make forward-looking statements based on current expectations, estimates and projections that are subject to risk. Statements about current and future financial performance, growth strategy, customers, business opportunities, market acceptance of our products and services, and potential acquisitions are forward looking statements. Listeners should not place undue reliance on these statements as there are many factors that could cause actual results to differ materially from our forward-looking statements. We encourage you to review our publicly filed documents as well as our news releases and website for more information. Today we’ll also discuss Adjusted EBITDA, a non-GAAP financial measure provided as a complement to GAAP results. Please refer to today’s earnings release for important disclosures regarding non-GAAP measures.
I’ll now turn the call over to John Saunders.
JohnSaunders – Chief Executive Officer
Good morning and thanks for joining the call today.
This morning we released our second quarter financial results before the market opened, and we were pleased to report another quarter of profitable growth.
| ● | Revenue<br> in the second quarter grew 4% to $5.3 million from $5.1 million in the same quarter last year. |
|---|---|
| ○ | Verification<br> and certification services revenue was up 7% year over year to $4.0 million from $3.7 million. |
| --- | --- |
| ○ | Tag<br> sales declined 9% to $900,000 from $1.0 million. |
| ○ | And<br> software and related consulting services was flat at approximately $500,000 in the quarter. |
| ○ | The<br> decline in tag sales was due primarily to persistent drought conditions that have caused cattle ranchers to reduce their herd sizes.<br> That, in turn, results in fewer calves being born, which translates into lower tag sales. |
| ● | For<br> the six-month period, revenue increased 20% year over year to $11.5 million from $9.6 million. That included: |
| --- | --- |
| ○ | Verification<br> and certification services, up 11% to $7.7 million from $7.0 million. |
| --- | --- |
| ○ | Tag<br> sales, up 12% to $1.9 million from $1.7 million. |
| --- | --- |
| ○ | Software<br> and consulting revenue, which nearly doubled to $1.9 million. |
The increase in verification and certification revenue resulted as usual from a combination of strong demand for our beef exports and the appeal to domestic producers of our bunding capabilities that both save and make them money and reduce the time they have to invest in the audit process.
As in the first quarter, we also saw renewed momentum in pork, poultry, dairy and egg audits as producers continued to open their facilities to outside visitation in the aftermath of Covid shutdowns.
The increase in tag sales year to date was based on a strong first quarter performance that has more than compensated for the second quarter decline. Going forward, we view the drought impact as transitory and expect to have a decent year in that category.
The increase in software and related consulting revenue year to date was attributable to the large project our Postelsia division completed for a Japanese trade entity in the first quarter. To recap that, in Q1 we executed on an $850,000 contract to promote Japanese seafood in the United States. We’ve been telling you for several years now about the potential to build new revenue streams around seafood, so we are very pleased to convert this opportunity and believe there will be others like it down the road.
Another exciting opportunity in the seafood space is the FishCARE program we rolled out in July with the announcement that Riverence Provisions has become the first aquaculture producer approved for this new standard. Riverence is a high profile North American trout farming, processing and distribution company, and they should be an outstanding reference customer for us as we look forward to bring more customers onboard.
FishCARE is the latest addition to our CARE Certified suite of sustainability solutions – joining our beef, dairy, pork and poultry standards in comprising the industry’s most comprehensive set of offerings for what is rapidly becoming a megatrend in the agricultural industry. If you have a few minutes after this call, go to wfcfcare.com and have a look at what we’re doing with the CARE program. That site also hosts our WFCF Storybit video series that provides some very cool perspectives on the producers we work with – and why they value our services.
Turning now to our bottom line:
| ● | Q2<br> net income was up 11% to $222,000, or 4 cents per share, while Q2 adjusted EBITDA was up 7% to $570,000. |
|---|---|
| ● | Six-month<br> net income was $700,000, or 12 cents per share, which was down compared to the prior year because – remember – last year<br> we booked a little over $1.0 million into other income for PPP loan forgiveness. On an apples-to-apples basis – backing out<br> PPP forgiveness – our six-month net income would have more than doubled prior-year levels. |
| ● | Adjusted<br> EBITDA through six months increased 66% to $1.5 million from $0.9 million last year. |
| ● | The<br> Company generated $2.3 million in net cash from operations in the first half of 2022, up 40% from $1.6 million a year ago. |
| ● | And<br> at June 30^th^, our cash and cash equivalents balance had increased 18% to $6.4 million from $5.4 million at 2021 year end. |
One final note: The Company bought back 60,500 shares of stock in the second quarter, bringing to 94,050 the total number of shares we’ve bought back in 2022. That total already exceeds the 81,000 shares we bought back in all of 2021.
So, thanks again for joining us on the call today. Operator, please open it up to questions now.
Operator
This concludes today’s conference. You may disconnect your lines at this time. Thank you for your participation.