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 7, 2025
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. Employer<br><br> <br>Identification No.) |
| 202 6^th^ 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications 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<br> Stock, $0.001 par value | WFCF | The<br> NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| 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 7, 2025 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 three months and six months ended June 30, 2025.
| Item 9.01 | Financial Statements and Exhibits |
|---|---|
| (d) | Exhibits |
| --- | --- |
| Exhibit<br><br> No. | Description |
| --- | --- |
| 99.1 | Press<br> Release issued and dated August 7, 2025 |
| 99.2 | Transcript for August 7, 2025 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. | ||
|---|---|---|
| (Registrant) | ||
| By: | /s/ Dannette Henning | |
| Date:<br> August 11, 2025 | Dannette<br> Henning | |
| Chief<br> Financial Officer |
Exhibit99.1
WhereFood Comes From, Inc. Reports 2025 Second Quarter Financial Results
SecondQuarter Highlights – 2025 vs. 2024
| ● | Verification and certification revenue: $5.33M vs. $5.25M |
|---|---|
| ● | Product sales: $964,000 vs. $819,000 |
| --- | --- |
| ● | Total revenue: $6.6M vs. $6.4M |
| --- | --- |
| ● | Net income: $562,000 vs. $489,000 |
| --- | --- |
| ● | Diluted EPS: $0.11 vs. $0.09 |
| --- | --- |
| ● | Stock buybacks: 24,481 shares |
| --- | --- |
SixMonth Highlights – 2025 vs. 2024
| ● | Verification and certification revenue: $9.5M vs. $9.7M |
|---|---|
| ● | Product sales: $1.7M vs. $1.6M |
| --- | --- |
| ● | Total revenue: $11.8M vs. $12.0M |
| --- | --- |
| ● | Net income: $593,000 vs. $667,000 |
| --- | --- |
| ● | Diluted EPS: $0.11 vs. $0.12 |
| --- | --- |
| ● | Cash generated from operations: $1.8M vs. $1.9M |
| --- | --- |
| ● | Cash & cash equivalents: $3.2M vs. $2.0M at 2024 year-end |
| --- | --- |
| ● | Stock buybacks: 55,826 shares |
| --- | --- |
| ● | Total buybacks since plan inception plus private purchases: 1,247,462 shares at purchase price of approximately $13.6 million |
| --- | --- |
| ● | $14.6M in total value returned to stockholders via buybacks, private purchases and a special dividend since 2019 |
| --- | --- |
InSubsequent Event, Company Sells Interest in Progressive Beef for $1.8 Million in Cash and Return of 12,585 Shares of WFCF Common Stock,Further Reducing Number of Outstanding Shares
CASTLE ROCK, Colo., Aug. 07, 2025 (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, 2025.
“Second quarter revenue was up 3% year over year despite ongoing headwinds related to smaller cattle herd sizes that have reduced beef verification activity. The revenue increase was driven by increasing demand for our other verification services, especially our CARE Certified and UpCycled programs, as well as an increase in hardware sales due to growing customer preferences for value-add tags,” said John Saunders, chairman and CEO. “Our gross margins were negatively impacted by increased compensation expense due to a very competitive labor market as well as increased costs of hardware. Second quarter net income, inclusive of a $172,000 gain in fair market value of digital assets, was up 15% year over year to $562,000, or $0.11 per share.
Saunders noted several additional recent highlights, including:
| ● | Expansion<br> of the Company’s retail labeling program with the addition to two major retailers now<br> featuring CARE Certified beef products in stores spanning from Hawaii to the East Coast.<br> These customers join a growing movement of retailers responding to consumer demand for responsibly<br> produced food and further expand the availability of beef that meets rigorous sustainability<br> standards. The Company expects the rollout to include more than 110 retail locations by year-end<br> with potential to add additional stores for these customers in 2026. Certain beef products<br> will also display WFCF Source Verified and Non-hormone Treated labeling, reinforcing transparency<br> and trust in the food supply chain. |
|---|---|
| ● | Continued<br> buildout of the Company’s Artificial Intelligence tools to improve efficiency and enhance<br> customer experiences. We are investing in technical talent that is helping transform various<br> aspects of our business operations and the delivery of customer solutions. These platform<br> investments will position us to scale more efficiently and strengthen bottom line results<br> over time. |
| --- | --- |
| ● | On<br> July 22, 2025, the Company sold its 10% interest Progressive Beef for $1.8 million in cash<br> and the return of 12,585 shares of WFCF common stock. The interest was purchased in 2018<br> for approximately $1.0 million in cash and stock. This sale has the immediate effect of strengthening<br> WFCF’s balance sheet, providing greater financial flexibility to pursue other growth<br> initiatives and support its stock buyback program. The $1.8 million in sale proceeds will<br> be booked $0.8 million as a gain on sale of investment and $1.0 million to write off the<br> asset on the balance sheet. Progressive Beef paid WFCF $1.6 million in dividends since 2018<br> and will continue to be a customer for WFCF’s auditing services. |
| --- | --- |
| ● | The<br> Company bought back 55,826 shares of stock through the first six months of 2025, raising<br> to 1,247,462 the total number of shares removed from the float through buybacks and private<br> purchases since 2019. These buybacks, combined with a special dividend, represent $14.6 million<br> in value returned to shareholders over the past six years. |
| --- | --- |
SecondQuarter Results – 2025 vs. 2024
Total revenue in the second quarter ended June 30, 2025, increased to $6.6 million from $6.4 million.
| ● | Verification<br> and certification services up slightly to $5.33 million from $5.25 million. |
|---|---|
| ● | Product<br> revenue increased to $964,000 from $819,000. |
| --- | --- |
| ● | Professional<br> services revenue of $266,000 vs. $324,000. |
| --- | --- |
Gross profit was lower at $2.5 million vs. $2.7 million, primarily reflecting increased compensation expense and hardware costs.
Selling, general and administrative expense decreased slightly to $1.9 million from $2.1 million due to lower marketing and trade show expense in the period.
Net income increased to $562,000, or $0.11 per diluted share, from $489,000, or $0.09 per diluted share, due to a $172,000 gain in fair market value of digital assets.
The Company bought back 24,481 shares of its common stock in the second quarter.
SixMonth Results – 2025 vs. 2024
Total revenue through six months decreased to $11.8 million from $12.0 million in the same period last year.
| ● | Verification<br> and certification services was $9.5 million vs. $9.7 million. |
|---|---|
| ● | Product<br> revenue was $1.7 million vs. $1.6 million. |
| --- | --- |
| ● | Professional<br> services revenue was $655,000 vs. $739,000. |
| --- | --- |
Gross profit through six months declined to $4.7 million from $5.0 million.
SG&A expense decreased to $4.0 million from $4.1 million.
Net income year-to-date, inclusive of a $96,000 net gain in fair market value of digital assets, was $593,000, or $0.11 per diluted share, vs. net income of $667,000, or $0.12 per diluted share, in the same period last year.
The Company generated $1.8 million in cash from operations in the first six months vs. $1.9 million in the same period last year.
Year-to-date stock buybacks totaled 55,826 shares.
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: 13755159
Phonereplay:
A telephone replay of the conference call will be available through August 21, 2025, as follows:
Domestic Toll Free: 1-877-660-6853
International: 1-201-612-7415
Conference Code: 13755159
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. 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.
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, expectations to continue buying back stock, build AI tools and enhance the technology platform, scale efficiently and strengthen bottom line results; 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 2025 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
jpfeiffer@wherefoodcomesfrom.com
WhereFood Comes From, Inc.
Statementsof Operations (Unaudited)
| Three<br> months ended June 30, | Six<br> months ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Amounts<br> in thousands, except per share amounts) | 2025 | 2024 | 2025 | 2024 | ||||||||
| Revenues: | ||||||||||||
| Verification<br> and certification service revenue | $ | 5,332 | $ | 5,252 | $ | 9,514 | $ | 9,686 | ||||
| Product<br> sales | 964 | 819 | 1,666 | 1,552 | ||||||||
| Professional<br> services | 266 | 324 | 655 | 739 | ||||||||
| Total<br> revenues | 6,562 | 6,395 | 11,835 | 11,977 | ||||||||
| Costs<br> of revenues: | ||||||||||||
| Costs<br> of verification and certification services | 3,282 | 3,028 | 5,677 | 5,543 | ||||||||
| Costs<br> of products | 617 | 469 | 1,045 | 903 | ||||||||
| Costs<br> of professional services | 203 | 240 | 458 | 544 | ||||||||
| Total<br> costs of revenues | 4,102 | 3,737 | 7,180 | 6,990 | ||||||||
| Gross<br> profit | 2,460 | 2,658 | 4,655 | 4,987 | ||||||||
| Selling,<br> general and administrative expenses | 1,911 | 2,075 | 3,964 | 4,143 | ||||||||
| Income<br> from operations | 549 | 583 | 691 | 844 | ||||||||
| Other<br> income/(expense): | ||||||||||||
| Dividend<br> income | 50 | 100 | 50 | 100 | ||||||||
| Interest<br> income | 5 | 7 | 9 | 14 | ||||||||
| Fair<br> market value gain on digital assets | 172 | - | 96 | - | ||||||||
| Loss<br> on foreign currency exchange | (3 | ) | (2 | ) | (3 | ) | (4 | ) | ||||
| Interest<br> expense | (1 | ) | (1 | ) | (2 | ) | (2 | ) | ||||
| Income<br> before income taxes | 772 | 687 | 841 | 952 | ||||||||
| Income<br> tax expense | 210 | 198 | 248 | 285 | ||||||||
| Net<br> income | $ | 562 | $ | 489 | $ | 593 | $ | 667 | ||||
| Per<br> share - net income: | ||||||||||||
| Basic | $ | 0.11 | $ | 0.09 | $ | 0.11 | $ | 0.12 | ||||
| Diluted | $ | 0.11 | $ | 0.09 | $ | 0.11 | $ | 0.12 | ||||
| Weighted<br> average number of common shares outstanding: | ||||||||||||
| Basic | 5,272 | 5,371 | 5,227 | 5,426 | ||||||||
| Diluted | 5,283 | 5,388 | 5,240 | 5,444 |
WhereFood Comes From, Inc.
BalanceSheets
| June<br> 30, | December<br> 31, | |||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| (Amounts in thousands, except per share amounts) | (Unaudited) | (Audited) | ||||
| Assets | ||||||
| Current<br> assets: | ||||||
| Cash<br> and cash equivalents | $ | 3,201 | $ | 2,012 | ||
| Accounts<br> receivable, net of allowance | 2,060 | 1,826 | ||||
| Inventory | 1,112 | 1,002 | ||||
| Prepaid<br> expenses and other current assets | 742 | 705 | ||||
| Total<br> current assets | 7,115 | 5,545 | ||||
| Property<br> and equipment, net | 681 | 737 | ||||
| Right-of-use<br> assets, net | 2,017 | 2,067 | ||||
| Equity<br> investments | 1,191 | 1,191 | ||||
| Intangible<br> and other assets, net | 1,612 | 1,810 | ||||
| Digital<br> assets | 750 | 654 | ||||
| Goodwill,<br> net | 2,946 | 2,946 | ||||
| Deferred<br> tax assets, net | 312 | 356 | ||||
| Total<br> assets | $ | 16,624 | $ | 15,306 | ||
| Liabilities<br> and Equity | ||||||
| Current<br> liabilities: | ||||||
| Accounts<br> payable | $ | 749 | $ | 468 | ||
| Accrued<br> expenses and other current liabilities | 1,053 | 611 | ||||
| Deferred<br> revenue | 2,371 | 1,748 | ||||
| Current<br> portion of finance lease obligations | 14 | 15 | ||||
| Current<br> portion of operating lease obligations | 360 | 337 | ||||
| Total<br> current liabilities | 4,547 | 3,179 | ||||
| Finance<br> lease obligations, net of current portion | 19 | 25 | ||||
| Operating<br> lease obligation, net of current portion | 2,087 | 2,169 | ||||
| Total<br> liabilities | 6,653 | 5,373 | ||||
| Commitments<br> and contingencies | ||||||
| Equity: | ||||||
| Common<br> stock | 5 | 7 | ||||
| Additional<br> paid-in-capital | 60 | 11,381 | ||||
| Treasury<br> stock | (251 | ) | (13,462 | ) | ||
| Retained<br> earnings | 10,157 | 12,007 | ||||
| Total<br> equity | 9,971 | 9,933 | ||||
| Total<br> liabilities and stockholders’ equity | $ | 16,624 | $ | 15,306 |
Exhibit99.2
WhereFood Comes From, Inc.
2025Second Quarter Conference Call
Call date: Thursday August 7, 2025
Call time: 10:00 a.m. Mountain Time
JayPfeiffer – Investor Relations
Good morning and welcome to the Where Food Comes From 2025 second quarter earnings call.
Joining me on the call today are CEO John Saunders, President Leann Saunders, and Chief Financial Officer 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 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.
I’ll now turn the call over to John Saunders.
JohnSaunders
Hello and thanks for joining the call today.
This morning, we reported improved second quarter financial results. Our core verification and certification revenue increased nearly 2% despite continued pressure on beef verifications associated with smaller herd sizes. The increase in verification revenue was attributable to strong demand for other verification services, most notably our CARE Certified and UpCycled programs, which continue to build momentum. This growth underscores the strength of a business model that’s based on providing the broadest range of verification services in the industry – a strategy that enables us to compensate for downturns in other segments of our business. We now verify customer compliance to more than 50 individual standards, and our unique ability to bundle these services results in cost savings and convenience for those customers and a differential competitive marketing advantage for our business.
Hardware sales in the second quarter also increased year-over-year – by 18% to $1.0 million from $800,000 in Q2 last year. Although we are selling fewer “basic” tags due to smaller herds and government tag subsidies, growing demand for higher priced, value-added tags is more than compensating. Some of these tag options include:
| ● | Combo<br> sets that offer a blend of visual and electronic identification. These tags are also customizable in various ways to enable personalized<br> ID systems and other advantages over standard tags. |
|---|---|
| ● | Ultra-high<br> frequency tags that operate up to 960 megahertz, offering improved accuracy, longer read ranges and faster read speeds – all<br> of which combine to improve data management and compliance with USDA standards. |
| --- | --- |
| ● | Tissue<br> Sampling Units, or TSUs. These are tags used to extract DNA samples for genetic analysis. |
| --- | --- |
The combination of higher verification and tag revenue led to a 3% increase in total revenue to $6.6 million from $6.4 million year over year. So, again, due to our deep solutions portfolio, we’re showing some resiliency in the face of cyclical headwinds.
Gross margins in the second quarter were negatively impacted by higher compensation costs related to a persistent tight labor market and rising costs of hardware.
Net income in Q2 increased 15% to $562,000, or 11 cents per share, from $489,000, or 9 cents per share, in the year-ago second quarter. That increase included a $172,000 gain in fair market value of digital assets.
Our balance sheet remains strong. We closed the quarter with cash and cash equivalents of $3.2 million, up from $2.0 million at year-end. That balance further increased on July 22 with the sale of our 10% interest in Progressive Beef – a transaction we reported in an SEC filing last week. Sales proceeds were $1.8 million in cash and the return of 12,585 shares of our common stock valued at $138,000 at closing on the 22^nd^. The $1.8 million in proceeds will be booked $800,000 as a gain on sale of investment and $1.0 million to write off the asset on the balance sheet. The 12,585 shares have been cancelled and removed from our total issued and outstanding shares.
We purchased our Progressive Beef interest in 2018 for approximately $1.0 million in cash and stock, so this has been a profitable investment for us. In addition, we received $1.6 million in Progressive Beef dividends over the past 6-plus years. Still, given the current state of the beef industry and the evolution of our services mix, management and the Board determined to monetize the investment. This transaction immediately strengthens our balance sheet, providing greater financial flexibility to pursue other growth initiatives and support our stock buyback program.
Meanwhile, we maintain a strong working relationship with Progressive Beef, and we will continue to conduct audits for the Progressive Beef standard. Those audits have generated an average of approximately $176,000 in annual revenue over the past three years.
One of the highlights of the second quarter was the expansion of our retail labeling program through the addition to two major retailers now featuring CARE Certified beef products in stores spanning from Hawaii to the East Coast. These customers join a growing movement of retailers responding to consumer demand for responsibly produced food and further expand the availability of beef that meets rigorous sustainability standards through participation in CARE Certified. These are staged rollouts that are expected to include more than 100 retail locations by year-end with potential to add additional stores for both customers in 2026. Certain beef products will also display WFCF Source Verified and Non-hormone Treated labeling, reinforcing transparency and trust in the food supply chain. So, in addition to adding to our licensing revenue stream, these new customer programs significantly raise awareness of Where Food Comes From and its services among tens of thousands of new retail consumers.
Another Q2 highlight is our progress in integrating Artificial Intelligence tools into our business to improve efficiency and enhance customer experiences. We have added technical talent to build AI capabilities that support myriad tasks across our business and deliver time and cost savings to our customers. These investments will help us scale our business more rapidly and efficiently and will pay for themselves many times over as we move forward.
And on the subject of investments, we continued to repurchase our own shares in the second quarter, taking another 24,481 shares out of the float at an average price of $10.25 per share. Year to date we have repurchased a total of 55,826 shares of stock, raising to more than 1.2 million the total number of shares taken off the market through buybacks and private purchases since 2019. These buybacks, combined with a special dividend, represent $14.6 million in value returned to shareholders over the past six years.
And with that, I’ll thank you again for joining the call today and open the call to questions. Operator…
Question and Answer Session:
During the earnings call, an analyst inquired about the company’s talent attraction strategy, which includes college recruitment, brand recognition, and internal education initiatives. Executives reiterated their commitment to open communication and ongoing investment in technical capabilities to drive growth.