8-K

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 5, 2021

WHERE FOOD COMES FROM, INC.

(Exact Name of Registrant as Specified in its Charter)

Colorado	001-40314	43-1802805
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

202 6th Street, Suite 400
Castle Rock, Colorado	80104
(Address of Principal Executive Offices)	(Zip Code)

(303) 895-3002

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(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 pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement 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 of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	WFCF	OTC Markets Group

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 5, 2021 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 first quarter period ended June 30, 2021.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release issued and dated August 5, 2021
99.2	Transcript for August 5, 2021 conference call

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: August 9, 2021		Dannette Henning
		Chief Financial Officer

EX-99.1

Exhibit 99.1

Where Food Comes From, Inc. Reports 2021 Second Quarter and Six-Month Financial Results

CASTLE ROCK, Colo., Aug. 05, 2021 (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 its 2021 second quarter and six-month financial results.

“The second quarter was notable for a resumption of audit activity with our pork, poultry, dairy, egg and organic customers who in 2020 were forced to limit third party visits to their operations due to Covid-19 social distancing restrictions,” said John Saunders, Chairman and CEO. “With many of those customers reopening their operations, and with continued strong demand for our beef-related services and products, we achieved a 16% year over year increase in revenue for the second quarter. Our gross margins came under pressure in the second quarter due to the change in revenue mix that included an increase in lower-margin audits, and to higher costs of delivering services due to a resumption in on-site audit activity. We also incurred increased compensation costs in the period due to higher headcount in combination with a resumption of bonus accruals that we did not have in the year ago second quarter when the impact of Covid-19 resulted in decreased revenue. Nevertheless, we were solidly profitable in the second quarter and, despite the lingering impact of Covid-19 year to date, posted solid profit growth through six months, exclusive of PPP loan forgiveness.

“The second quarter also marked an important milestone for the Company when we up-listed to the Nasdaq Capital Market in April – a move we expect to result in increased exposure for the Company among institutional investors, ETFs and indexes. More recently we announced a one-time special cash dividend of $0.15 per share that returned approximately $914,000 to shareholders. That dividend followed the 2020 return of $1.37 million in value to shareholders in the form of share buybacks. All of these moves underscore the Board’s commitment to building and returning value for our loyal stockholders.”

Second Quarter Results – 2021 vs. 2020

Revenue in the second quarter ended June 30, 2021, was up 16% year over year to $5.1 million from $4.4 million. The increase reflected growth across the Company’s business lines and particularly a resumption of audit activity that had been postponed due to Covid-19.

Revenue mix included:

● Verification and certification services, up 19% to $3.7 million from $3.1 million.

● Product revenue, up 21% to $1.0 million from $0.8 million.

● Software and related consulting revenue, down slightly to $0.5 million from $0.5 million.

Gross profit in the second quarter was $2.0 million compared to $2.1 million in the same period last year. Gross margin decreased to 39.1% from 47.6% due to growth in lower-margin verification services and an increased headcount and compensation expense year over year.

Selling, general and administrative expense increased 6% in the second quarter to $1.7 million from $1.6 million in the same quarter last year due to an increase in headcount and higher public company costs related the Company’s up-listing to Nasdaq.

Operating income decreased to $0.3 million from $0.5 million in the same quarter last year.

Net income was $0.2 million, or $0.03 per diluted share, compared to net income of $0.4 million, or $0.06 per diluted share, in the same quarter last year.

Adjusted EBITDA in the second quarter decreased 32% to $0.5 million from $0.8 million in the same quarter last year.

Six-Month Results – 2021 vs. 2020

Total revenue for the six-month period ended June 30, 2021, increased 15% to $9.6 million from $8.3 million in the prior year. The increase was due to growing demand for beef verifications and related tag sales as well as the second-quarter resumption of certain audits that were delayed due to COVID-19 restrictions.

Revenue mix included:

● Verification and certification services, up 18% to $7.0 million from $5.9 million.

● Product revenue, up 11% to $1.7 million from $1.5 million.

● Software and related consulting revenue (excluding intercompany sales), up 4% to $0.9 million from $0.9 million.

Gross profit for the first six months of 2021 increased 4% to $3.9 million from $3.7 million. Gross margin decreased to 40.4% from 44.5% due the aforementioned change in revenue mix and higher compensation costs.

Selling, general and administrative expense decreased 3% year over year to $3.5 million from $3.6 million.

Operating income increased 223% year over year to $0.4 million from $0.1 million.

Net income in the first half of 2021, inclusive of $1.0 million in PPP loan forgiveness in the first quarter, was $1.4 million, or $0.22 per diluted share, compared to net income of $110,000, or $0.02 per diluted share, in the prior year.

Adjusted EBITDA increased to $0.9 million from $0.7 million last year.

The Company generated $1.6 million in net cash from operations in the six-month period, down from $1.7 million in the same period last year.

The cash and cash equivalents balance on June 30, 2021, increased 21% to $5.3 million from $4.4 million at 2020 year-end. The Company had $4.9 million in working capital on June 30, 2021, up 12% from $4.4 million at 2020 year-end.

Second Quarter Earnings Call

The Company will conduct a conference call today at 10:00 a.m. Mountain Time.

Call-in numbers for the conference call:

Domestic Toll Free: 1-877-407-8289
International: 1-201-689-8341
Conference Code: 13721650

Phone replay:

A telephone replay of the conference call will be available through August 26, 2021, as follows:
Domestic Toll Free: 1-877-660-6853
International: 1-201-612-7415
Conference Code: 13721650

About Where 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 supports more than 15,000 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 labelling 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.

*Note on 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.

CAUTIONARY STATEMENT

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 and demand for, and impact and efficacy of, the Company’s products and services on the marketplace; ability to continue posting positive financial results and navigate potential supply chain disruptions; expectations for customer operations to remain accessible for third party visitations; and potential for the Company to continue returning value to shareholders 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 2021 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
Pfeiffer High Investor Relations, Inc.
303-880-9000

Where Food Comes From, Inc.

Statements of Income (unaudited)

	Three months ended June 30,						Six months ended June 30,
(Amounts in thousands, except per share amounts)		2021			2020			2021			2020
Revenues:
Verification and certification service revenue	$	3,695		$	3,108		$	6,958		$	5,911
Product sales		964			796			1,688			1,521
Software and related consulting revenue		482			512			935			896
Total revenues		5,141			4,416			9,581			8,328
Costs of revenues:
Costs of verification and certification services		2,132			1,516			3,925			3,050
Costs of products		648			501			1,105			1,003
Costs of software and related consulting		352			299			680			565
Total costs of revenues		3,132			2,316			5,710			4,618
Gross profit		2,009			2,100			3,871			3,710
Selling, general and administrative expenses		1,727			1,631			3,500			3,595
Income from operations		282			469			371			115
Other income/(expense):
Dividend income from Progressive Beef		30			30			60			60
Other income, net		-			2			1			4
(Loss)/gain on foreign currency exchange		(5	)		(2	)		(7	)		1
Interest expense		(1	)		(3	)		(4	)		(5	)
Gain on sale of assets								9			-
Loan forgiveness from Paycheck Protection Program		-			-			1,037			-
Income before income taxes		306			496			1,467			0 175
Income tax expense		104			145			115			65
Net income	$	202		$	351		$	1,352		$	110
Per share - net income:
Basic	$	0.03		$	0.06		$	0.22		$	0.02
Diluted	$	0.03		$	0.06		$	0.22		$	0.02
Weighted average number of common shares outstanding:
Basic		6,100			6,219			6,151			6,228
Diluted		6,186			6,258			6,241			6,271

Where Food Comes From, Inc.

Calculation of Adjusted EBITDA*

(Unaudited)

	Three months ended June 30,				Six months ended June 30,
(Amounts in thousands)		2021		2020		2021			2020
Net income	$	202	$	351	$	1,352		$	110
Adjustments to EBITDA:
Interest expense		1		3		4			5
Income tax expense		104		145		115			65
Depreciation and amortization		199		245		401			478
EBITDA*		506		744		1,872			658
Adjustments:
Loan forgiveness		-		-		(1,037	)		-
Stock-based compensation		29		24		54			55
Cost of acquisitions		-		15		-			15
ADJUSTED EBITDA*	$	535	$	783	$	889		$	728

*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.

Balance Sheets

	June 30,			December 31,
(Amounts in thousands, except per share amounts)		2021			2020
Assets		(Unaudited)
Current assets:
Cash and cash equivalents	$	5,297		$	4,374
Accounts receivable, net of allowance		1,991			2,508
Inventory		885			-
Prepaid expenses and other current assets		486			592
Total current assets		8,659			7,474
Property and equipment, net		1,542			1,616
Operating lease right-of-use assets, net		2,918			3,030
Investment in Progressive Beef		991			991
Intangible and other assets, net		2,766			2,948
Goodwill		2,946			2,946
Deferred tax assets, net		440			443
Total assets	$	20,262		$	19,448
Liabilities and Equity
Current liabilities:
Accounts payable	$	722		$	649
Accrued expenses and other current liabilities		1,118			599
Deferred revenue		1,653			1,132
Current portion of long term debt		-			463
Current portion of finance lease obligations		11			13
Current portion of operating lease obligations		297			268
Total current liabilities		3,801			3,124
Long term debt, net of current portion		-			572
Finance lease obligations, net of current portion		26			31
Operating lease obligation, net of current portion		3,127			3,257
Total liabilities		6,954			6,984
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; 6,475 (2021) and 6,456 (2020) shares issued, and 6,095 (2021) and 6,118 (2020) shares outstanding		6			6
Additional paid-in-capital		11,710			11,612
Treasury stock of 380 (2021) and 338 (2020) shares		(3,308	)		(2,702	)
Retained earnings		4,900			3,548
Total equity		13,308			12,464
Total liabilities and stockholders’ equity	$	20,262		$	19,448

EX-99.2

Exhibit 99.2

WFCF

2021 Second Quarter Conference Call Script

Call date: Thursday August 5, 2021

Call time: 10:00 a.m. Mountain Time

Jay Pfeiffer – Investor Relations

Good morning and welcome to the Where Food Comes From 2021 second quarter earnings call.

Joining me on the call today are John Saunders, CEO; Leann Saunders, President, and Dannette Henning, CFO.

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, chairman and chief executive officer.

John Saunders – 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. These results reflected what we hope is the beginning of a return to normalcy as a lot of the restrictions put in place due to Covid-19 began to be lifted. That said, the recent surge in the Covid Delta variant – and the government’s evolving response to that surge – reminds us that the timetable for business as usual is still up in the air.

You’ll recall that in 2020, as the pandemic gained momentum, many of our customers for pork, poultry, egg and diary audits – and, to a lesser extent, organic audits – were forced to limit third-party visits to their operations due to government mandated social distancing restrictions. With the approval of standard setting bodies under unprecedented conditions, we responded to that challenge by transitioning to remote audits using various video technologies that allowed us to complete a limited amount of work for these customers and generate a modest amount of revenue against what is typically a more meaningful component of our revenue mix.

Fast forward to the second quarter this year, as restrictions began to ease, we began to resume on-site audits. This resulted in a sharp increase in revenue at our Validus and WFCF Organic units that, coupled with another solid performance by our IMI Global beef unit, drove a 16% year over year increase in revenue to $5.1 million from $4.4 million. For the six months revenue was up 15% to $9.6 million from $8.3 million.

While we are certainly happy to see a resumption of these delayed audits, it’s important to note that the revenue derived from these verification categories is lower-margin than our core beef business – and that impacted our consolidated margins for both Q2 and the six-month period. Margins were also impacted by an increase in travel expense related to the resumption in on-site audits and higher compensation costs due to new hires and accrual of bonuses that we didn’t have a year ago when revenue was down due to the pandemic.

So, on the cost side, there was a lot going on in Q2, but I think it’s important to dig into the detail when margins swing like they did this quarter so our investors can put such swings into context. As a general statement, once we return to normal conditions, we expect margins to become more predictable and to steadily improve as we scale our business.

Net income in the second quarter was $202,000, or 3 cents per share, down from $351,000, or 6 cents per share. This was partially due to all the things I just mentioned in terms of margin pressure as well as to an approximate $100,000 increase in SG&A related to growth in headcount and compensation expense – plus higher public company costs related to our April Nasdaq up-listing.

Net income through six months was $1.4 million, up from $110,000 but remember $1.0 million of the $1.4 million stemmed from forgiveness of our PPP loan in the first quarter. Absent that $1.0 million in other income, net income was still up approximately 3x year over year.

Adjusted EBITDA in Q2 was down 32% year over year to $535,000 but up 22% to $889,000 for the six-month period.

We generated $1.6 million in net cash from operations year to date, nearly equalling the $1.7 million in the year-ago six-month period.

Our cash and cash equivalents balance grew to $5.3 million from $4.4 million year over year.

And working capital increased to $4.9 million from $4.4 million.

New since our last earnings call, in April we finalized our up-listing to the Nasdaq Capital Market. This up-listing was intended to raise our profile in the broader investment community and make us eligible for investment by institutional investors and ETFs that were previously unable to invest in our shares due to restrictions on buying unlisted stocks. Since the up-listing was completed, we’ve experienced a noticeable uptick in unsolicited interest from institutional investors and expect that to continue as we grow our business.

More recently, we announced a special dividend of 15 cents per share with an aggregate value of $914,000. Since that announcement we’ve had some questions about “Why now?” and “Are we going to be in an income stock?” As to why now, the Board has been considering it for quite a while. We have what I believe is an unusual shareholder base in terms of loyalty and longevity. Many of our shareholders have been in the stock for 10 or 15 years. A number of our largest shareholders were original investors in our business either prior to or near the time we went public. I believe we are a rare microcap company that actually has shareholders who take the time to show up in person for annual meetings during non-pandemic years. With all this in mind – and because of the recent timing of our up-listing to Nasdaq – the Board decided that now would be a good time to distribute some cash to shareholders. I think it’s also important to point out that our balance sheet was strong enough to support this dividend. We used just 18% of our $5.0 million cash and cash equivalents balance as of the end of the first quarter to pay the dividend, and we believe our remaining cash balance is more than sufficient to support growth initiatives and maintain a healthy balance sheet.

As to the second question – are we now an income stock? – the answer is no – hence the designation “special dividend.” To be clear, we view Where Food Comes From as a growth company that is in the very early innings of the game. We understand that our legacy and new investors buy microcaps primarily for the promise they hold of growing into small caps and mid caps. Accordingly, we intend to reinvest in growth initiatives.

This is not to say the Board will not authorize another special dividend at some future date. We are focused on returning value to shareholders, and stock price appreciation is just one way of doing that. A special dividend is another. Our stock buyback program – which last year totalled $1.37 million in purchases – is another.

Over the past 15 months, we have remained focused on managing our business through the pandemic, pursuing customer base growth and retention initiatives, and maintaining a strong balance sheet, which I’ll remind you is debt free. We are laser focused on delivering profitable and sustainable growth for our stockholders, and we are excited about our prospects for doing so.

In closing, I want to again thank the Where Food Comes From team for their outstanding effort this year under very challenging circumstances and our shareholders and other stakeholders for their continued confidence and support.

And with that, I’ll open the call to questions. Operator…

Question and Answer Session:

No questions or material comments from participants on the call.

Operator

This concludes today’s conference. You may disconnect your lines at this time. Thank you for your participation.

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Document Period End Date	Aug. 05, 2021
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Entity Registrant Name	WHERE FOOD COMES FROM, INC.
Entity Central Index Key	0001360565
Entity Tax Identification Number	43-1802805
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Entity Address, Address Line One	202 6th Street
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Castle Rock
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Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	WFCF
Entity Information, Former Legal or Registered Name	Not applicable