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): February 20, 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.<br> Employer <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 |
Item 2.02 Results of Operations and Financial Condition
Reference is made to the Where Food Comes From, Inc. (the “Company”) press release on February 20, 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 full year ended December 31, 2024.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit<br><br> No. | Description |
|---|---|
| 99.1 | Press Release issued and dated February 20, 2025 |
| 99.2 | Transcript for February 20, 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.
| WHEREFOOD COMES FROM, INC. | ||
|---|---|---|
| (Registrant) | ||
| By: | /s/ Dannette Henning | |
| Date:<br> February 24, 2025 | Dannette<br> Henning | |
| Chief<br> Financial Officer |
Exhibit99.1
WhereFood Comes From, Inc. Reports 2024 Fourth Quarter and Full Year Financial Results
FourthQuarter Highlights – 2024 vs. 2023
| ● | Verification and certification revenue: $5.4M vs. $5.5M |
|---|---|
| ● | Product sales: $922,000 vs. $871,000 |
| ● | Total revenue flat at $6.7M |
| ● | Net income: $961,000 vs. $776,000 |
| ● | Diluted EPS: $0.18 vs. $0.14 |
| ● | Stock buybacks: 57,018 shares |
FullYear Highlights – 2024 vs. 2023
| ● | Verification and certification revenue: $20.6M vs. $19.4M |
|---|---|
| ● | Product sales: $3.8M vs. $4.0 |
| ● | Total revenue: $25.7M vs. $25.1M |
| ● | Net income: $2.1M vs. $2.2M |
| ● | Diluted EPS: $0.40 vs. $0.39 |
| ● | Cash generated from operations: $2.7M vs. $2.8M |
| ● | Cash & cash equivalents: $2.0 million vs. $2.6 million at 2023 year-end |
| ● | Stock buybacks and private repurchases: 273,057 shares |
| ● | Total buybacks since plan inception plus private purchases: 1,191,636 shares at purchase price of $13.0 million, or approximately $10.92 per share |
| ● | Total value returned to stockholders via buybacks, private purchases and a special dividend over past 21 quarters: $13.9M |
CASTLE ROCK, Colo., Feb. 20, 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 fourth quarter and full year ended December 31, 2024.
“In spite of cyclical herd contraction that significantly impacted our beef business throughout the year, we grew revenue by 2% to $25.7 million in 2024 and delivered solid net income of $2.1 million, or $0.40 per share,” said John Saunders, chairman and CEO. “Lower volumes for beef source and age verifications and related hardware sales were more than offset by growth of our CARE Certified and Upcycled programs and growing demand for other verification services in the areas of poultry, organic, dairy, and CPG. Our gross margins remained stable year over year, but profitability was impacted by a $530,000 increase in SG&A to support stepped-up marketing initiatives, retain key personnel and add technical talent to continue enhancing our technology platform, and expand our verification portfolio. Net income also benefitted from a $345,000 gain in fair market value of our $178,000 investment in bitcoin. Our average purchase price was $25,400 per unit compared to the December 31, 2024, closing price of $93,400.
“In 2024 we continued to return value to shareholders, taking another 273,057 shares out of the float through buybacks and private purchases at a cost of $3.3 million,” Saunders added. “Since we began our stock buyback program in the fourth quarter of 2019, we have returned $13.9 million in value to shareholders through a combination of buybacks, private purchases and a special dividend. During that time, we reduced the float by approximately 1.2 million shares, with 73% of that total coming over the last three years. We expect to continue taking advantage of solid cash flows to further reduce our float, while at the same time invest in new programs and services designed to strengthen our beef business and accelerate the growth of other service offerings.”
FourthQuarter Results – 2024 vs. 2023
Total revenue in the fourth quarter ended December 31, 2024, was flat at $6.7 million.
| ● | Verification<br> and certification services revenue was down 2% at $5.4 million vs. $5.5 million. |
|---|---|
| ● | Product<br> revenue increased 6% to $922,000 from $871,000. |
| ● | Professional<br> services revenue was $360,000 vs. $391,000. |
Gross profit in the fourth quarter declined 7% to $2.8 million from $3.0 million.
Selling, general and administrative expense decreased slightly to $2.0 million from $2.1 million.
Net income increased to $961,000, or $0.18 per diluted share, from $776,000, or $0.14 per diluted share, due to a $345,000 gain in the fair market value of bitcoin holdings.
The Company bought back 57,018 shares of its common stock in the fourth quarter.
FullYear Results – 2024 vs. 2023
Total revenue for the full year increased 2% to $25.7 million from $25.1 million in the same period last year.
| ● | Verification<br> and certification services were up 6% to $20.6 million from $19.4 million. |
|---|---|
| ● | Product<br> revenue decreased 5% to $3.8 million from $4.0 million. |
| ● | Professional<br> services revenue was down 19% to $1.4 million from $1.7 million. |
Gross profit for the full year was up slightly to $10.6 million from $10.5 million.
SG&A expense increased to $8.4 million from $7.8 million due primarily to higher marketing, personnel and travel expenses.
Net income for the year was down slightly at $2.1 million, or $0.40 per diluted share, vs. net income of $2.2 million, or $0.39 per diluted share, in 2023.
The Company generated $2.7 million in cash from operations in 2024 vs. $2.8 million in 2024.
For the full year, including stock buybacks and private transactions, the Company repurchased a total of 273,057 shares of its stock for $3,269,755, or $11.97 per share.
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: 13751753
Phonereplay:
A telephone replay of the conference call will be available through March 6, 2025, as follows:
Domestic Toll Free: 1-877-660-6853
International: 1-201-612-7415
Conference Code: 13751753
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, and Postelsia 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.
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, enhance our technology platform, expand our services, strengthen the beef business and accelerate growth, 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 2024 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.
Statements of Income
| Three months ended December 31, | Year ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Amounts in thousands, except per share amounts) | 2024 | 2023 | 2024 | 2023 | ||||||||
| (Unaudited) | (Unaudited) | (Audited) | (Audited) | |||||||||
| Revenues: | ||||||||||||
| Verification and certification service revenue | $ | 5,380 | $ | 5,469 | $ | 20,552 | $ | 19,413 | ||||
| Product sales | 922 | 871 | 3,803 | 4,001 | ||||||||
| Professional services | 360 | 391 | 1,391 | 1,721 | ||||||||
| Total revenues | 6,662 | 6,731 | 25,746 | 25,135 | ||||||||
| Costs of revenues: | ||||||||||||
| Costs of verification and certification services | 3,018 | 2,931 | 11,849 | 10,986 | ||||||||
| Costs of products | 569 | 468 | 2,313 | 2,272 | ||||||||
| Costs of professional services | 274 | 325 | 1,022 | 1,355 | ||||||||
| Total costs of revenues | 3,861 | 3,724 | 15,184 | 14,613 | ||||||||
| Gross profit | 2,801 | 3,007 | 10,562 | 10,522 | ||||||||
| Selling, general and administrative expenses | 2,046 | 2,084 | 8,355 | 7,825 | ||||||||
| Income from operations | 755 | 923 | 2,207 | 2,697 | ||||||||
| Other income/(expense): | ||||||||||||
| Dividend income from Progressive Beef | 250 | 170 | 400 | 320 | ||||||||
| Interest income | 6 | 20 | 35 | 52 | ||||||||
| Gain on sale of assets | - | 2 | 1 | 7 | ||||||||
| Gain on FMV of bitcoin | 345 | - | 345 | - | ||||||||
| Loss on foreign currency exchange | (1 | ) | (1 | ) | (5 | ) | (7 | ) | ||||
| Other income/(expense), net | - | (3 | ) | - | 1 | |||||||
| Interest expense | (1 | ) | (2 | ) | (4 | ) | (5 | ) | ||||
| Income before income taxes | 1,354 | 1,109 | 2,979 | 3,065 | ||||||||
| Income tax expense | 393 | 333 | 859 | 913 | ||||||||
| Net income | $ | 961 | $ | 776 | $ | 2,120 | $ | 2,152 | ||||
| Per share - net income: | ||||||||||||
| Basic | $ | 0.18 | $ | 0.14 | $ | 0.40 | $ | 0.39 | ||||
| Diluted | $ | 0.18 | $ | 0.14 | $ | 0.40 | $ | 0.39 | ||||
| Weighted average number of common shares outstanding: | ||||||||||||
| Basic | 5,264 | 5,539 | 5,318 | 5,485 | ||||||||
| Diluted | 5,281 | 5,597 | 5,334 | 5,548 |
WhereFood Comes From, Inc.
BalanceSheets (Audited)
| December 31, | December 31, | |||||
|---|---|---|---|---|---|---|
| (Amounts in thousands, except per share amounts) | 2024 | 2023 | ||||
| Assets | ||||||
| Current assets: | ||||||
| Cash and cash equivalents | $ | 2,012 | $ | 2,641 | ||
| Accounts receivable, net of allowance | 1,826 | 2,128 | ||||
| Inventory | 1,002 | 1,109 | ||||
| Prepaid expenses and other current assets | 705 | 335 | ||||
| Total current assets | 5,545 | 6,213 | ||||
| Property and equipment, net | 737 | 844 | ||||
| Right-of-use assets, net | 2,067 | 2,296 | ||||
| Equity investments | 1,191 | 1,191 | ||||
| Intangible and other assets, net | 1,810 | 2,187 | ||||
| Digital assets | 654 | 116 | ||||
| Goodwill, net | 2,946 | 2,946 | ||||
| Deferred tax assets, net | 356 | 493 | ||||
| Total assets | $ | 15,306 | $ | 16,286 | ||
| Liabilities and Equity | ||||||
| Current liabilities: | ||||||
| Accounts payable | $ | 468 | $ | 567 | ||
| Accrued expenses and other current liabilities | 611 | 615 | ||||
| Deferred revenue | 1,748 | 1,485 | ||||
| Current portion of finance lease obligations | 15 | 14 | ||||
| Current portion of operating lease obligations | 337 | 298 | ||||
| Total current liabilities | 3,179 | 2,979 | ||||
| Finance lease obligations, net of current portion | 25 | 41 | ||||
| Operating lease obligation, net of current portion | 2,169 | 2,447 | ||||
| Total liabilities | 5,373 | 5,467 | ||||
| Commitments and contingencies | ||||||
| Equity: | ||||||
| Common stock | 7 | 7 | ||||
| Additional paid-in-capital | 11,381 | 12,290 | ||||
| Treasury stock | (13,462 | ) | (11,219 | ) | ||
| Retained earnings | 12,007 | 9,741 | ||||
| Total equity | 9,933 | 10,819 | ||||
| Total liabilities and stockholders’ equity | $ | 15,306 | $ | 16,286 |
Exhibit99.2
WhereFood Comes From, Inc.
2024Year End Conference Call
Call date: Tuesday February 20, 2025
Call time: 10:00 a.m. Mountain Time
JayPfeiffer – Investor Relations
Good morning and welcome to the Where Food Comes From 2024 year-end 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 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.
I’ll now turn the call over to John Saunders.
JohnSaunders
Good morning and thanks for joining the call today.
Total revenue in the fourth quarter was basically flat at $6.7 million year over year.
| ● | Verification<br> and certification services revenue was down slightly at $5.4 million vs. $5.5 million. |
|---|---|
| ● | Product<br> revenue increased 6% to $922,000 from $871,000. |
| ● | And<br> professional services revenue was $360,000 vs. $391,000. |
Gross profit in the fourth quarter declined 7% to $2.8 million from $3.0 million.
SG&A expense decreased slightly to $2.0 million from $2.1 million.
Net income increased to $961,000, or $0.18 per diluted share, from $776,000, or $0.14 per diluted share. In addition to an $80,000, or 47%, increase in Progressive Beef dividend income, net income benefitted from a $345,000 gain in the fair market value of bitcoin holdings. As you may recall, we invested $178,000 in bitcoin a few years ago when units were trading in the $25,000 range. At December 31 year-end, bitcoin was trading at more than three times that level – in the $93,000 range – and thus the gain on FMV.
On to our full-year results…
Total revenue for the year increased 2% to $25.7 million from $25.1 million a year ago. That total included:
| ● | Verification<br> and certification services, up 6% to $20.6 million from $19.4 million. |
|---|---|
| ● | Product<br> revenue of $3.8 million, down 5% from $4.0 million. |
| ● | And<br> professional services revenue of $1.4 million vs. $1.7 million. |
By now you know that our traditional beef-related source and age business has been hard hit by cyclical herd size reductions over the past couple of years – and that is what’s responsible for the slowing growth in our top line.
We believe the decline in beef source and age verifications and related hardware sales is a temporary, cyclical occurrence. And, fortunately, in the meantime we are experiencing rising demand in a number of other service offerings that has more than offset lower source and age activities. For example, we are seeing good growth our CARE Certified program in beef and other proteins. And, as announced last month, our Upcycled Certified program has become our fastest growing service with a 17% YOY increase in 2024. We’re also seeing upticks in organic certifications, California Prop 12-related audits for poultry and egg laying hens, on-farm biosecurity, and worker care audits in the dairy industry. And, finally, we continued to benefit from more customers taking advantage of our bundling capabilities made possible by our expanding services portfolio – the largest and most diverse in the industry.
Gross profit for the full year was up slightly to $10.6 million from $10.5 million and our gross margins remained generally stable year over year.
The big impact to profitability came in SG&A expenses, which grew by $530,000 year over year. I want to provide some context around that increase because a significant amount of this additional expense was allocated to areas that enhance our ability to execute on our growth plans. Although some of the increase was due to wage inflation and a very competitive job market, the bulk of the increase was due to stepped up marketing activities and some strategic hires of technical personnel who are strengthening our technology platform and tools to ensure we can manage the expected customer growth in both the short and long term.
Net income for the year was down slightly at $2.1 million, or $0.40 per diluted share, vs. net income of $2.2 million, or $0.39 per diluted share, in 2023.
The Company generated $2.7 million in cash from operations in 2024 vs. $2.8 million in 2023. We entered 2025 with cash and cash equivalents of $2.0 million and working capital of $2.4 million.
Turning now to our efforts to return value to stockholders:
| ● | For<br> the full year, including stock buybacks and private purchase transactions, the Company repurchased<br> a total of 273,057 shares of its stock for $3.3 million, or approximately $11.98 per share. |
|---|---|
| ● | Aggregate<br> buybacks since plan inception 21 quarters ago, including private purchases, totaled 1,191,636<br> shares at a purchase price of $13.0 million, or approximately $10.92 per share. Our pace<br> of buybacks and private purchases has accelerated with 73% of the total coming in the last<br> three years. |
| ● | And,<br> finally, total value returned to stockholders via buybacks, private purchases and a special<br> dividend over past 21 quarters totaled $13.9 million. |
We expect to continue taking advantage of solid cash flows to further reduce our float, while at the same time investing in new programs and services designed to strengthen our beef business and accelerate the growth of other service offerings. We look forward to providing more specifics on these initiatives in the coming months.
In closing, we are now celebrating our 30^th^ year anniversary in business. Our evolution has been steady, deliberate and very gratifying.
| ● | In<br> the founding stage, we identified a niche need in the cattle industry for traceability and<br> began developing software to fill that need. |
|---|---|
| ● | In<br> our next phase of growth, we made a bet that consumer demand for transparency would extend<br> to other areas of the food supply chain, and we began building out our verification services<br> portfolio to address other food groups and the growing trend of food claims labeling. We<br> also rapidly grew our cattle business and established our IMI Global unit as the undisputed<br> leader in cattle traceability and claims verification in North America. We invested heavily<br> in a technology platform capable of managing a diverse services portfolio and, ultimately,<br> the much larger business that we expect to become. And we accomplished all of this through<br> a combination of ground-up organic initiatives and strategic acquisitions. |
| ● | That<br> whole process took years to accomplish due to regulatory and myriad other issues. Becoming<br> an authorized certification body for a single standard, for example, can take up to three<br> years to complete and begin generating a return on financial and human capital. That’s<br> why as of today, we have a large moat around our business and a business that would be very<br> difficult to replicate. Additionally, we are supported by consumer tailwinds around food<br> safety, food traceability, and food claims verification, we believe we are uniquely positioned<br> as the go-to provider for producers, CPGs, distributors and retailers. |
| ● | As<br> a result of these years of innovation and investment, we now audit to more than 50 different<br> standards – far and away the most of any food verification business – and can<br> bundle any number of verifications to lower compliance prices for our customers and food<br> prices for consumers in general. We believe virtually all of these individual standards,<br> including a number of new offerings we have in the works, have the potential for strong growth<br> in coming years, and that bodes well for our stockholders. |
And, with that, I’ll turn the call over to questions.