UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	~~For the Quarterly period ended~~ ~~September 30,~~ ~~2022~~

For the Quarterly period ended March 31, 2023

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	~~For the transition period from ____________ to _____________~~

For the transition period from ____________ to _____________

Commission File No. 001-40314

WHERE FOOD COMES FROM, INC.

(exact name of registrant as specified in its charter)

Colorado

43-1802805

(State or other jurisdiction
of

incorporation or organization)

(I.R.S. Employer

Identification No.)

202 6^th Street, Suite 400

Castle Rock, CO 80104

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:

(303) 895-3002

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

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		The NASDAQ Stock Market LLC

The number of shares of the registrant’s common stock, $0.001 par value per share, outstanding as of ~~October 31, 2022,~~May 5, 2023, was ~~5,832,108~~5,655,057.

Where Food Comes From, Inc.

Table of Contents

~~September 30, 2022~~March 31, 2023

	Part 1 - Financial Information

Item 1.	Financial Statements	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2017

Item 4.	Controls and Procedures	2622

		Part II - Other Information

Item 1.	Legal Proceedings	2723

Item 1A.	Risk Factors	2723

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2723

Item 6.	Exhibits	2724

Where Food Comes From, Inc.

Consolidated Balance Sheets

		September 30,			December 31,		2023			2022
(Amounts in thousands, except per share amounts)	2022			2021			March 31, 2023			December 31, 2022
	(Unaudited)						(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	6,006		$	5,414		$	3,400		$	4,368
Accounts receivable, net of allowance		2,851			2,178			2,065			2,172
Inventory		874			767			970			888
Prepaid expenses and other current assets		1,007			325			488			463
Total current assets		10,738			8,684			6,923			7,891
Property and equipment, net		1,032			1,295			916			998
Right-of-use assets, net		2,656			2,823			2,543			2,607
Investment in Progressive Beef		991			991
Equity investments								1,191			991
Intangible and other assets, net		2,446			2,581			2,257			2,340
Goodwill		2,946			2,946
Goodwill, net								2,946			2,946
Deferred tax assets, net		523			464			526			523
Total assets	$	21,332		$	19,784		$	17,302		$	18,296

Liabilities and Equity
Current liabilities:
Accounts payable	$	950		$	447		$	667		$	640
Accrued expenses and other current liabilities		2,273			710			932			769
Deferred revenue		1,753			1,513			1,256			1,278
Current portion of finance lease obligations		10			13			12			9
Current portion of operating lease obligations		335			313			338			341
Total current liabilities		5,321			2,996			3,205			3,037
Finance lease obligations, net of current portion		12			19			51			37
Operating lease obligation, net of current portion		2,832			3,020			2,663			2,745
Total liabilities		8,165			6,035			5,919			5,819

Commitments and contingencies		-						-			-

Equity:
Preferred stock, $0.001 par value; 5,000 shares authorized; none issued or outstanding		-			-			-			-
Common stock, $0.001 par value; 95,000 shares authorized; 6,495 (2022) and 6,489 (2021) shares issued, and 5,873 (2022) and 6,071 (2021) shares outstanding		6			6
Common stock, $0.001 par value; 95,000 shares authorized; 6,501 (2023) and 6,501 (2022) shares issued, and 5,685 (2023) and 5,775 (2022) shares outstanding								6			6
Additional paid-in-capital		12,076			11,955			12,160			12,145
Treasury stock of 621 (2022) and 419 (2021) shares		(6,014	)		(3,807	)
Treasury stock of 817 (2023) and 727 (2022) shares								(8,493	)		(7,263	)
Retained earnings		7,099			5,595			7,710			7,589
Total equity		13,167			13,749			11,383			12,477
Total liabilities and stockholders’ equity	$	21,332		$	19,784		$	17,302		$	18,296

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

Where Food Comes From, Inc.

Consolidated Statements of Operations

(Unaudited)

(Amounts in thousands, except per share amounts)		2022			2021		2023			2022
	Three months ended September 30,						Three months ended March 31,
(Amounts in thousands, except per share amounts)	2022			2021			2023			2022
Revenues:
Verification and certification service revenue	$	5,169		$	4,701		$	3,806		$	3,784
Product sales		1,588			1,383			971			1,007
Software and related consulting revenue		508			461			490			1,365
Total revenues		7,265			6,545			5,267			6,156
Costs of revenues:
Costs of verification and certification services		2,900			2,438			2,196			2,036
Costs of products		826			864			568			537
Costs of software and related consulting		359			315			360			1,186
Total costs of revenues		4,085			3,617			3,124			3,759
Gross profit		3,180			2,928			2,143			2,397
Selling, general and administrative expenses		2,106			1,790			1,988			1,774
Income from operations		1,074			1,138			155			623
Other income/(expense):
Dividend income from Progressive Beef		50			30			50			50
Other income, net		1			-			9			-
Loan forgiveness from Paycheck Protection Program
Gain on sale of assets
Impairment of digital assets		(42	)		-
Loss on foreign currency exchange		-			(2	)		(2	)		(12	)
Interest expense		-			(1	)		(1	)		(1	)
Income before income taxes		1,083			1,165			211			660
Income tax expense		298			298			90			163
Net income	$	785		$	867		$	121		$	497

Per share - net income:
Basic	$	0.13		$	0.14		$	0.02		$	0.08
Diluted	$	0.13		$	0.14		$	0.02		$	0.08

Weighted average number of common shares outstanding:
Basic		5,936			6,094			5,730			6,067
Diluted		6,016			6,157			5,799			6,150

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

~~Where Food Comes From, Inc.~~

~~Consolidated Statements of Operations~~

~~(Unaudited)~~

(Amounts in thousands, except per share amounts) 2022 2021
Nine months ended September 30,
(Amounts in thousands, except per share amounts) 2022 2021
Revenues:
Verification and certification service revenue $ 12,917 $ 11,659
Product sales 3,473 3,071
Software and related consulting revenue 2,362 1,396
Total revenues 18,752 16,126
Costs of revenues:
Costs of verification and certification services 7,261 6,363
Costs of products 1,885 1,969
Costs of software and related consulting 1,899 995
Total costs of revenues 11,045 9,327
Gross profit 7,707 6,799
Selling, general and administrative expenses 5,697 5,290
Income from operations 2,010 1,509
Other income/(expense):
Dividend income from Progressive Beef 150 90
Other income, net 2 1
Loan forgiveness from Paycheck Protection Program - 1,037
Gain on sale of assets - 9
Impairment of digital assets (42 ) -
Loss on foreign currency exchange (35 ) (9 )
Interest expense (2 ) (5 )
Income before income taxes 2,083 2,632
Income tax expense 579 413
Net income $ 1,504 $ 2,219

Per share - net income:
Basic $ 0.25 $ 0.36
Diluted $ 0.25 $ 0.36

Weighted average number of common shares outstanding:
Basic 6,019 6,146
Diluted 6,101 6,207

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

Where Food Comes From, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

(Amounts in thousands)		2022			2021		2023			2022
	Nine months ended September 30,						Three months ended March 31,
(Amounts in thousands)	2022			2021			2023			2022

Operating activities:
Net income	$	1,504		$	2,219		$	121		$	497
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		583			601			172			195
Impairment of digital assets		42			-
Gain on sale of assets		-			(9	)
Stock-based compensation expense		102			222			15			51
Deferred tax benefit		(59	)		(8	)		(3	)		(19	)
Bad debt expense		40			45			13			5
Forgiveness of note payable from Paycheck Protection Program		-			(1,037	)
Changes in operating assets and liabilities:
Accounts receivable		(713	)		135			94			(27	)
Inventory		(107	)		(870	)		(82	)		(48	)
Prepaid expenses and other assets		(682	)		308			(25	)		(56	)
Accounts payable		503			247			27			147
Accrued expenses and other current liabilities		1,560			747			164			613
Deferred revenue		240			429			(22	)		(236	)
Right of use assets and liabilities, net		(7	)		4			(1	)		(2	)
Net cash provided by operating activities		3,006			3,033			473			1,120

Investing activities:
Purchase of digital assets		(178	)		-
Investment in BlueTrace								(200	)		-
Purchases of property, equipment and software development costs		(41	)		(176	)		(7	)		(16	)
Net cash used in investing activities		(219	)		(176	)		(207	)		(16	)

Financing activities:
Repayments of finance lease obligations		(7	)		(7	)		(4	)		(3	)
Proceeds from stock option exercise		19			45
Dividends paid to shareholders		-			(914	)
Stock repurchase under Stock Buyback Plan		(2,207	)		(713	)		(1,230	)		(422	)
Net cash used in financing activities		(2,195	)		(1,589	)		(1,234	)		(425	)
Net change in cash		592			1,268			(968	)		679
Cash at beginning of period		5,414			4,374			4,368			5,414
Cash at end of period	$	6,006		$	5,642		$	3,400		$	6,093

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

Where Food Comes From, Inc.

Consolidated Statement of Equity

(Unaudited)

(Amounts in thousands)	Shares			Amount		Capital		Stock			Earnings			Total

						Additional																Additional
	Common Stock					Paid-in		Treasury			Retained						Common Stock					Paid-in		Treasury			Retained
(Amounts in thousands)	Shares			Amount		Capital		Stock			Earnings			Total			Shares			Amount		Capital		Stock			Earnings		Total

Balance at December 31, 2020		6,118		$	6	$	11,612	$	(2,702	)	$	3,548		$	12,464
Balance at December 31, 2021																		6,071		$	6	$	11,955	$	(3,807	)	$	5,595	$	13,749
Stock-based compensation expense		-			-		25		-			-			25			2			-		51		-			-		51
Stock options exercised		18			-		40		-			-			40
Repurchase of common shares under Stock Buyback Plan		(29	)		-		-		(411	)		-			(411	)
Net loss		-			-		-		-			1,150			1,150
Balance at March 31, 2021		6,107		$	6	$	11,677	$	(3,113	)	$	4,698		$	13,268

Stock-based compensation expense		-			-		29		-			-			29
Stock options exercised		1			-		4		-			-			4
Repurchase of common shares under Stock Buyback Plan		(13	)		-		-		(195	)		-			(195	)		(34	)		-		-		(422	)		-		(422	)
Net income		-			-		-		-			202			202			-			-		-		-			497		497
Balance at June 30, 2021		6,095		$	6	$	11,710	$	(3,308	)	$	4,900		$	13,308
Balance at March 31, 2022																		6,039		$	6	$	12,006	$	(4,229	)	$	6,092	$	13,875
Balance																		6,039		$	6	$	12,006	$	(4,229	)	$	6,092	$	13,875

Balance at December 31, 2022																		5,775		$	6	$	12,145	$	(7,263	)	$	7,589	$	12,477
Balance																		5,775		$	6	$	12,145	$	(7,263	)	$	7,589	$	12,477
Stock-based compensation expense		10			-		168		-			-			168			-			-		15		-			-		15
Stock options exercised		-			-		1		-			-			1
Repurchase of common shares under Stock Buyback Plan		(8	)		-		-		(107	)		-			(107	)		(90	)		-		-		(1,230	)		-		(1,230	)
Dividends paid		-			-		-		-			(914	)		(914	)
Net income		-			-		-		-			867			867			-			-		-		-			121		121
Balance at September 30, 2021		6,097		$	6	$	11,879	$	(3,415	)	$	4,853		$	13,323
Balance at March 31, 2023																		5,685		$	6	$	12,160	$	(8,493	)	$	7,710	$	11,383
Balance																		5,685		$	6	$	12,160	$	(8,493	)	$	7,710	$	11,383

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

~~Where Food Comes From, Inc.~~

~~Consolidated Statement of Equity~~

~~(Unaudited)~~

Additional
Common Stock Paid-in Treasury Retained
(Amounts in thousands) Shares Amount Capital Stock Earnings Total

Balance at December 31, 2021 6,071 $ 6 $ 11,955 $ (3,807 ) $ 5,595 $ 13,749
Stock-based compensation expense 2 - 51 - - 51
Repurchase of common shares under Stock Buyback Plan (34 ) - - (422 ) - (422 )
Net income - - - - 497 497
Balance at March 31, 2022 6,039 $ 6 $ 12,006 $ (4,229 ) $ 6,092 $ 13,875

Stock-based compensation expense - - 32 - - 32
Stock options exercised 1 - 7 - - 7
Repurchase of common shares under Stock Buyback Plan (61 ) - - (648 ) - (648 )
Net income - - - - 222 222
Balance at June 30, 2022 5,979 $ 6 $ 12,045 $ (4,877 ) $ 6,314 $ 13,488
Beginning balance, value 5,979 $ 6 $ 12,045 $ (4,877 ) $ 6,314 $ 13,488

Stock-based compensation expense - - 19 - - 19
Stock options exercised 3 - 12 - - 12
Repurchase of common shares under Stock Buyback Plan (109 ) - - (1,137 ) - (1,137 )
Net income - - - - 785 785
Net income (loss) - - - - 785 785
Balance at September 30, 2022 5,873 $ 6 $ 12,076 $ (6,014 ) $ 7,099 $ 13,167
Ending balance, value 5,873 $ 6 $ 12,076 $ (6,014 ) $ 7,099 $ 13,167

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

Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

(Unaudited)

Note 1 - The Company and Basis of Presentation

Business Overview

Where Food Comes From, Inc. is a Colorado corporation based in Castle Rock, Colorado (“WFCF”, the “Company,” “our,” “we,” or “us”). We are an independent, third-party food verification company conducting both on-site and desk audits to verify that claims being made about livestock, food, other high-value specialty crops, agricultural and aquaculture products are accurate. We care about food, agricultural and aquaculture, ~~products,~~ how it is grown and raised, the quality of what we eat, what farmers and ranchers do, and authentically telling that story to the consumer. Our team visits farms and ranches and looks at their plants, animals, and records, and compares the information we collect to specific standards or claims that farms and ranches want to make about how they are producing food. We strive to ensure that everyone involved in the food business - from growers and farmers to retailers, restaurants and shoppers – can count on WFCF to provide authentic and transparent information about the food we eat and how, where, and by whom it is produced.

We also provide a wide range of professional consulting services and technology solutions that generate incremental revenue specific to the food and agricultural industry and drive sustainable value creation. Finally, the Company’s Where Food Comes From Source Verified® retail and restaurant labeling program utilizes the verification of product attributes to connect consumers directly to the source of the food they purchase through product labeling and web-based information sharing and education.

Most of our customers are located throughout the United States.

Basis of Presentation

Our unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the results of operations, financial position and cash flows of Where Food Comes From, Inc. and its subsidiaries, Where Food Comes From Organic, Inc. (“WFCFO”), Validus Verifications Services, LLC (“Validus”~~), Sterling Solutions (“Sterling”~~), SureHarvest Services, Inc. (“SureHarvest”), and Postelsia Holdings, Ltd. (“Postelsia”) (collectively referred to as “we,” “us,” and “our” throughout this Form 10-Q). The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues, costs and expenses during the reporting period. All significant intercompany transactions and amounts have been eliminated. The results of businesses acquired are included in the consolidated financial statements from the date of the acquisition. Actual results could differ from the estimates.

The consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with our audited financial statements and footnotes thereto for the year ended December 31, ~~2021,~~2022, included in our Form 10-K filed on February ~~28, 2022.~~23, 2023. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. However, we believe that the disclosures are adequate to make the information presented not misleading. Certain prior year amounts have been reclassified to conform to current year presentation. Net income and shareholders’ equity were not affected by these reclassifications. The financial statements reflect all adjustments (consisting primarily of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of our financial position and results of operations. The consolidated operating results for the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 are not necessarily indicative of the results to be expected for any other interim period of any future year.

Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

(Unaudited)

Seasonality

Our business is subject to seasonal ~~fluctuations.~~fluctuations annually. Significant portions of our verification and certification service revenue are typically realized during late May through early October when the calf marketings and the growing seasons are at their peak.

Additionally, the cattle industry is cyclical by nature based on factors impacting current and future supplies such as drought-induced feedlot placements, higher cow and heifer slaughter, and lower auction receipts. The production lags inherent to this industry lead to long-lasting impacts of production decisions. For example, increased liquidation implies tighter supplies for next year. Similarly, times of herd expansion are typically a multi-year period. These cycles typically last roughly 10 years. The beginning of 2023 marks the ninth year of the current cycle that began in 2014. We are currently in the contraction phase of the cycle after peaking in 2018-2019. How long we continue to contract will be directly impacted by drought and pasture conditions.

Because of the seasonality of the business and cyclical nature of our industry, results for any quarter are not necessarily indicative of the results that may be achieved for any other quarter or for the full fiscal year.

Recent Accounting Pronouncements

The Financial Accounting Standards Board (FASB) Accounting Standards Codification is the sole source of authoritative GAAP other than SEC issued rules and regulations that apply only to SEC registrants. The FASB issues an Accounting Standards Update (ASU) to communicate changes to the codification. The Company considers the applicability and impact of all ASU’s. ASU’s were assessed and determined to be either not applicable or are not expected to have a material impact on the consolidated financial statements.

Note 2 – Basic and Diluted Net Income per Share

Basic net income per share was computed by dividing income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted net income per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and restricted stock awards are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

The following is a reconciliation of the share data used in the basic and diluted income per share computations (amounts in thousands):

Schedule of Reconciliation of Basic and Diluted Income Per Share Computations

		2022		2021		2022		2021	2023		2022
	Three months ended September 30,				Nine months ended September 30,				Three months ended March 31,
	2022		2021		2022		2021		2023		2022
Basic:
Weighted average shares outstanding		5,936		6,094		6,019		6,146		5,730		6,067

Diluted:
Weighted average shares outstanding		5,936		6,094		6,019		6,146		5,730		6,067
Weighted average effects of dilutive securities		80		63		82		61		69		83
Total		6,016		6,157		6,101		6,207		5,799		6,150

Antidilutive securities:		17		17		17		17		17		17

The effect of the inclusion of the antidilutive shares would have resulted in an increase in earnings per share. Accordingly, the weighted average shares outstanding have not been adjusted for antidilutive shares.

108

Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

(Unaudited)

Note 3 -– ~~Investment in Progressive Beef, LLC~~Equity Investments

For the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the Company received dividend income from Progressive Beef of $50,000 ~~and $30,000~~, ~~respectively,~~ representing a distribution of their earnings. ~~For the nine months ended September 30, 2022 and 2021, the Company received dividend income totaling $150,000~~ ~~and $90,000, respectively.~~ The income is reflected within the “Other income/(expense)” section of the Company’s Consolidated Statement of Operations for the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 and ~~2021.~~2022.

On March 29, 2023, the Company made an equity investment of $0.2 million in a private placement of ShellFish Solutions, Inc. dba BlueTrace, Inc. (“BlueTrace”) Series Seed 2 Preferred Stock. The Company will account for its investment in BlueTrace at cost, in accordance with Accounting Standard Update (“ASU”) 2016-01: Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.

We determine the fair value of our investments on a quarterly basis in accordance with ASC 820, Fair Value Measurement, based on a qualitative assessment (Level 2 inputs). We perform an analysis each quarter to identify whether significant events or changes in circumstances, indicate that it is more likely than not that our investments are permanently impaired. In determining if an impairment has occurred, we consider the following:

	●	investment’s earnings performance, credit rating, asset quality, or business prospects of the investee;
	●	has there been significant adverse changes in the regulatory, economic, or technological environment of the investee;
	●	has there been a significant adverse in the general market condition of either the geographical area or the industry in which the investee operates; and,
	●	has there been a bona fide offer to purchase or sell, or a completed auction process for the same or similar investment for an amount less than the carrying amount of our investment.

If the current carrying value of each individual investment significantly exceeds the fair value so determined, a permanent impairment loss has occurred with respect to the individual investment in the amount equal to the difference between the carrying value and the price determined.

Impairment losses are recognized within the Other income/(expense) section in the consolidated statements of operations in the period in which the impairment is identified. The impaired investment is written down to the fair value at the time of impairment and this new cost basis will not be adjusted upward for any subsequent increase in fair value. Gains are not recorded until realized upon sale(s), at which point they are presented net of any impairment losses for the same investment held within Other income/(expense). In determining the gain to be recognized upon sale, we calculate the difference between the sales price and carrying value of the investment sold immediately prior to sale.

Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

(Unaudited)

Note 4 – Intangible and Other Assets

The following table summarizes our intangible and other assets (amounts in thousands, except useful life):

Schedule of Intangible and Other Assets

September 30, December 31, Estimated
2022 2021 Useful Life
Intangible assets subject to amortization:
Tradenames and trademarks $ 417 $ 417 2.5 - 8.0 years
Accreditations 75 75 5.0 years
Customer relationships 3,664 3,664 3.0 - 15.0 years
Patents 970 970 4.0 years
Non-compete agreements 121 121 5.0 years
Intangible and other assets, gross 5,247 5,247
Less accumulated amortization 3,426 3,154
Intangible and other assets, Net 1,821 2,093
Cryptocurrency (not subject to amortization) 136 -
Tradenames/trademarks (not subject to amortization) 465 465
Intangible assets 2,422 �� 2,558
Other assets 24 23
Intangible and other assets: $ 2,446 $ 2,581

~~In June 2022, we purchased an aggregate of $178,000~~ ~~in Bitcoin (a “cryptocurrency” or “digital asset”) and currently account for all digital assets held as indefinite-lived intangible assets in accordance with ASC 350,~~ ~~Intangibles-Goodwill and Other~~. We have ownership of and control over our digital assets and may use a third-party custodial service to secure it. The digital assets are initially recorded at cost and are subsequently remeasured on the consolidated balance sheet at cost, net of any impairment losses incurred since acquisition, if applicable.

~~We determine the fair value of our digital assets on a quarterly basis in accordance with ASC 820,~~ ~~Fair Value Measurement~~, based on quoted prices on the active exchange(s) that we have determined is the principal market for such assets (Level 1 inputs). We perform an analysis each quarter to identify whether significant events or changes in circumstances, indicate that it is more likely than not that our digital assets are permanently impaired. In determining if an impairment has occurred, we consider the lowest market price of one unit of digital asset quoted on an active exchange since acquiring the digital asset. If the current carrying value of a digital asset significantly exceeds the fair value so determined, a permanent impairment loss has occurred with respect to the digital assets in the amount equal to the difference between their carrying values and the price determined.

Impairment losses are recognized within the Other income / (expense) section in the consolidated statements of operations in the period in which the impairment is identified. The impaired digital assets are written down to their fair value at the time of impairment and this new cost basis will not be adjusted upward for any subsequent increase in fair value. Gains are not recorded until realized upon sale(s), at which point they are presented net of any impairment losses for the same digital assets held within Other income / (expense). In determining the gain to be recognized upon sale, we calculate the difference between the sales price and carrying value of the digital assets sold immediately prior to sale.

~~Where Food Comes From, Inc.~~

~~Notes to the Consolidated Financial Statements~~

~~(Unaudited)~~

	March 31, 2023		December 31, 2022		Estimated Useful Life
Intangible assets subject to amortization:
Tradenames and trademarks	$	417	$	417	2.5 - 8.0 years
Accreditations		75		75	5.0 years
Customer relationships		3,664		3,664	3.0 - 15.0 years
Patents		970		970	4.0 years
Non-compete agreements		121		121	5.0 years
Intangible and other assets, gross		5,247		5,247
Less accumulated amortization		3,593		3,511
Intangible and other assets, Net		1,654		1,736
Cryptocurrency (not subject to amortization)		116		116
Tradenames/trademarks (not subject to amortization)		465		465
Intangible assets		2,235		2,317
Other assets		22		23
Intangible and other assets:	$	2,257	$	2,340

For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, we have not sold any digital assets and have not recognized anany impairment ~~loss of $42,000~~.losses. As of ~~September 30,~~March 31, 2023 and December 31, 2022, the carrying value of our digital assets held was $~~136,000~~116,000.

Note 5 – Accrued Expenses and Other Current Liabilities

The following table summarizes our accrued expenses and other current liabilities as of (amounts in thousands):

Schedule of Accrued Expenses and Other Current Liabilities

	September 30,		December 31,
	2022		2021		March 31, 2023		December 31, 2022

Income and sales taxes payable	$	838	$	185	$	80	$	14
Payroll related accruals		1,133		288		469		326
Customer deposits		71		76		121		35
Professional fees and other expenses		231		161		262		394
Accrued expenses and other current liabilities	$	2,273	$	710	$	932	$	769

Note 6 – Notes Payable

Unison Revolving Line of Credit

The Company has a revolving line of credit (“LOC”) agreement which matures April 12, 2025. The LOC provides for $75,080 in working capital. The interest rate is at the Wall Street Journal prime rate plus 1.50% and is adjusted daily. Principal and interest are payable upon demand, but if demand is not made, then annual payments of accrued interest only are due, with the principal balance due on maturity. As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the effective interest rate was ~~7.75~~9.5% and ~~4.75~~9.0%, respectively. The LOC is collateralized by all the business assets of Where Food Comes From Organic, Inc. (“WFCFO”). As of ~~September 30, 2022,~~March 31, 2023, and December 31, ~~2021,~~2022, there were no amounts outstanding under this LOC.

Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

(Unaudited)

Note 7 – Stock-Based Compensation

In addition to cash compensation, the Company may compensate certain service providers, including employees, directors, consultants, and other advisors, with equity-based compensation in the form of stock options, stock awards and restricted stock awards. The Company recognizes all equity-based compensation as stock-based compensation expense based on the fair value of the compensation measured at the grant date. For stock options, fair value is calculated at the date of grant using the Black-Scholes-Merton option pricing model. For stock awards and restricted stock awards, fair value is the closing stock price for the Company’s common stock on the grant date. The expense is recognized over the vesting period of the grant. For the periods presented, all stock-based compensation expense was classified as a component within selling, general and administrative expense in the Company’s consolidated statements of operations.

~~Where Food Comes From, Inc.~~

~~Notes to the Consolidated Financial Statements~~

~~(Unaudited)~~

The amount of stock-based compensation expense is as follows (amounts in thousands):

Schedule of Stock-based Compensation Expense

	2022		2021		2022		2021		2023		2022
	Three months ended September 30,				Nine months ended September 30,				Three months ended March 31,
	2022		2021		2022		2021		2023		2022
Stock options	$	19	$	42	$	82	$	95	$	15	$	31
Stock awards		-		126		20		126		-		20
Restricted stock awards		-		-		-		1
Total	$	19	$	168	$	102	$	222	$	15	$	51
Stock-based compensation expense									$	15	$	51

During the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, no stock options were awarded. ~~During the three months ended September 30, 2021,~~ no ~~stock options were awarded. During the nine months ended September 30, 2021, the Company awarded stock options to purchase~~ ~~17,000~~ ~~shares of the Company’s common stock at an exercise price of $14.77~~ ~~to employees of the Company.~~ No ~~other stock awards or options were granted during the nine months ended September 30, 2021.~~

During the three months ended ~~September 30, 2022,~~March 31, 2023, no ~~shares of the Company’s~~ common stock ~~were awarded to employees.~~was awarded. During the ~~nine~~three months ended ~~September 30,~~March 31, 2022, the Company awarded 1,500 shares of the Company’s common stock at a fair market value price of $13.45 per share to an employee of the Company.

~~During the three months ended September 30, 2021, the Company awarded~~ ~~10,000~~ ~~shares of the Company’s common stock at a fair market value price of $12.62~~ ~~per share to an employee of the Company.~~ No ~~additional shares were awarded during the nine months ended September 30, 2021.~~

The estimated unrecognized compensation cost from unvested awards which will be recognized ratably over the remaining vesting phase is as follows (amounts in thousands):

Schedule of Unrecognized Compensation Cost from Unvested Awards

Years ended December 31st:	Unvested stock options		Unvested restricted stock awards		Total unrecognized compensation expense		Unvested stock options		Unvested restricted stock awards		Total unrecognized compensation expense
2022 (remaining three months)	$	16	$	-	$	16
2023		40		-		40
2023 (remaining nine months)							$	25	$	-	$	25
2024		11		-		11		11		-		11
2025		-		-		-		-		-		-
	$	67	$	-	$	67	$	36	$	-	$	36

Equity Incentive Plans

Our 2006 Equity Incentive Plan (the “2006 Plan”) and 2016 Equity Incentive Plan (the “2016 Plan,” and together with the 2006 Plan, the “Plans”) provide for the issuance of stock-based awards to employees, officers, directors and consultants. The Plans permit the granting of stock awards and stock options. The vesting of stock-based awards is generally subject to the passage of time and continued employment through the vesting period.

1311

Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

(Unaudited)

Stock Option Activity

Stock option activity under our Equity Incentive Plans is summarized as follows:

Schedule of Stock Option Activity

Number of
awards

Weighted
avg.
exercise
price per share

Weighted avg.
grant date fair
value per share

Weighted avg.
remaining contractual
life (in years)

Aggregate
intrinsic value

Outstanding, December 31, 2021 100,235 $ 8.36 $ 7.53 5.88 $ 620,445
Granted - $ - $ - -
Exercised (4,000 ) $ 4.85 $ 4.84 0.09
Expired/Forfeited - $ - $ - -
Outstanding, September 30, 2022 96,235 $ 8.67 $ 7.64 5.56 $ 178,195
Exercisable, September 30, 2022 82,578 $ 7.82 $ 7.22 5.04 $ 174,268
Unvested, September 30, 2022 13,657 $ 13.61 $ 10.22 8.55 $ 3,927

								Weighted avg.
				Weighted avg.		Weighted avg.		remaining
	Number of			exercise price		grant date fair		contractual life		Aggregate
	awards			per share		value per share		(in years)		intrinsic value

Outstanding, December 31, 2022		92,347		$	8.67	$	7.77		5.31	$	502,688
Granted		-		$	-	$	-		-
Exercised		-		$	-	$	-		-
Expired/Forfeited		(6,250	)	$	-	$	-		-
Outstanding, March 31, 2023		86,097		$	8.56	$	7.60		5.07	$	436,285
Exercisable, March 31, 2023		74,104		$	7.11	$	7.63		4.56	$	432,251
Unvested, March 31, 2023		11,993		$	14.36	$	10.63		8.20	$	4,034

The aggregate intrinsic value represents the total pre-tax intrinsic value (the aggregate difference between the closing price of our common stock on ~~September 30, 2022~~March 31, 2023 and the exercise price for the in-the-money options) that would have been received by the option holders if all the in-the-money options had been exercised on ~~September 30, 2022.~~March 31, 2023.

Stock Activity

~~Non-vested~~There has not been any non-vested stock award activity under our Equity Incentive Plans ~~is summarized as follows:~~for the three months ended March 31, 2023 and 2022.

~~Schedule of Non Vested Stock Award Activity Under Equity Incentive Plan~~

Weighted avg.
Number of grant date
shares fair value
Non-vested shares, December 31, 2021 - $ -
Granted 1,500 $ 13.45
Vested (1,500 ) $ 13.45
Forfeited - $ -
Non-vested shares, September 30, 2022 - $ -

Note 8 –Income Taxes

Deferred tax assets and liabilities have been determined based upon the differences between the financial statement amounts and the tax bases of assets and liabilities as measured by enacted tax rates expected to be in effect when these differences are expected to reverse. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The provision or benefit for income taxes is recorded at the end of each interim period based on the Company’s best estimate of its effective income tax rate expected to be applicable for the full fiscal year. For the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 we recorded an income tax expense of approximately $~~298,000~~ ~~and $579,000~~90,000, ~~respectively,~~ compared to income tax expense of $~~298,000~~ ~~and $413,000~~163,000 for the same ~~2021 periods. The effective tax rate for the nine months ended September 30, 2021 was favorably impacted by the non-taxability of the PPP loan forgiveness income.~~2022 period.

~~Where Food Comes From, Inc.~~

~~Notes to the Consolidated Financial Statements~~

~~(Unaudited)~~

Note 9 - Revenue Recognition

Disaggregation of Revenue

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

Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

(Unaudited)

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

Schedule of ~~Revenues Disaggregated by~~ Revenue Attributable to Each of Our Identified Revenue Categories


	Three months ended September 30, 2022								Three months ended September 30, 2021								Three months ended March 31, 2023								Three months ended March 31, 2022
	Verification and Certification Segment		Software Sales and Related Consulting Segment		Eliminations and Other		Consolidated Totals		Verification and Certification Segment		Software Sales and Related Consulting Segment		Eliminations and Other		Consolidated Totals		Verification and Certification Segment		Software Sales and Related Consulting Segment		Eliminations and Other		Consolidated Totals		Verification and Certification Segment		Software Sales and Related Consulting Segment		Eliminations and Other		Consolidated Totals
Revenues:
Verification and certification service revenue	$	5,169	$	-	$	-	$	5,169	$	4,701	$	-	$	-	$	4,701	$	3,806	$	-	$	-	$	3,806	$	3,784	$	-	$	-	$	3,784
Product sales		1,588		-		-		1,588		1,383		-		-		1,383		971		-		-		971		1,007		-		-		1,007
Software and related consulting revenue		-		508		-		508		-		461		-		461		-		490		-		490		-		1,365		-		1,365
Total revenues	$	6,757	$	508	$	-	$	7,265	$	6,084	$	461	$	-	$	6,545	$	4,777	$	490	$	-	$	5,267	$	4,791	$	1,365	$	-	$	6,156

Contract Balances

As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, accounts receivable from contracts with customers, net of allowance for doubtful accounts, was approximately $~~2.9~~2.1 and $2.2 million, respectively.

As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, deferred revenue from contracts with customers was approximately $~~1.8~~1.3 ~~and $1.5~~ ~~million, respectively.~~million. The balance of the contract liabilities at ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 are expected to be recognized as revenue within one year or less of the invoice date.

The following table reflects the changes in our contract liabilities during the ~~nine~~three month period ended ~~September 30, 2022~~March 31, 2023 (amounts in thousands):

Schedule of Changes in Contract ~~with Customer~~ Liabilities


Deferred revenue:
Unearned revenue December 31, 2021	$	1,513
Unearned revenue December 31, 2022				$	1,278
Unearned billings		4,440			648
Revenue recognized		(4,200	)		(670	)
Unearned revenue September 30, 2022	$	1,753
Unearned revenue March 31, 2023				$	1,256

~~Where Food Comes From, Inc.~~

~~Notes to the Consolidated Financial Statements~~

~~(Unaudited)~~

Note 10 – Leases

The components of lease expense were as follows (amounts in thousands):

Schedule of Lease Expense

	2022		2021		2022		2021		2023		2022
	Three months ended September 30,				Nine months ended September 30,				Three months ended March 31,
	2022		2021		2022		2021		2023		2022
Operating lease cost	$	122	$	121	$	368	$	353	$	123	$	123
Finance lease cost
Amortization of assets		2		2		7		7		4		2
Interest on finance lease obligations		1		1		2		3		1		1
Variable lease cost		-		-		-		-		-		-
Total net lease cost	$	125	$	124	$	377	$	363	$	128	$	126

Included in the table above, for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, is $0.1 million ~~and $0.3~~ ~~million, respectively,~~ of operating lease cost ~~for our corporate headquarters. For the three and nine months ended September 30, 2021, is $0.1~~ ~~and $0.3~~ ~~million, respectively, of operating lease costs~~ for our corporate headquarters. This space is being leased from The Move, LLC. Our CEO and President, each a related party to WFCF, have a 24.3% jointly-held ownership interest in The Move, LLC.

Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

(Unaudited)

Supplemental balance sheet information related to leases was as follows (amounts in thousands):

Schedule of Supplemental Balance Sheet Information Related to Leases

Operating leases:	Related Party		Other		Total		Related Party		Other		Total

	September 30, 2022						December 31, 2021						March 31, 2023						December 31, 2022
Operating leases:	Related Party		Other		Total		Related Party		Other		Total		Related Party		Other		Total		Related Party		Other		Total
Operating lease ROU assets	$	2,419	$	219	$	2,638	$	2,568	$	230	$	2,798	$	2,317	$	165	$	2,482	$	2,369	$	193	$	2,562

Current operating lease liabilities	$	218	$	117	$	335	$	201	$	112	$	313	$	230	$	108	$	338	$	224	$	117	$	341
Noncurrent operating lease liabilities		2,714		118		2,832		2,880		140		3,020		2,596		67		2,663		2,656		89		2,745
Total operating lease liabilities	$	2,932	$	235	$	3,167	$	3,081	$	252	$	3,333	$	2,826	$	175	$	3,001	$	2,880	$	206	$	3,086

Finance leases:	September 30, 2022			December 31, 2021			March 31, 2023			December 31, 2022
Property and equipment, at cost	$	51		$	51
Right of use asset, at cost							$	75		$	70
Accumulated amortization		(33	)		(26	)		(14	)		(25	)
Property and equipment, net	$	18		$	25		$	61		$	45

Current obligations of finance leases	$	10		$	13		$	12		$	9
Finance leases, net of current obligations		12			19			51			37
Total finance lease liabilities	$	22		$	32		$	63		$	46

Weighted average remaining lease term (in years):
Operating leases		8.4			9.1			8.0			8.2
Finance leases		2.6			3.1			4.4			4.4

Weighted average discount rate:
Operating leases		5.8	%		5.7	%		5.8	%		5.8	%
Finance leases		9.9	%		11.5	%		8.2	%		7.8	%

Supplemental cash flow and other information related to leases was as follows (amounts in thousands):

Schedule of Supplemental Cash Flow Information Related to Leases

	2022		2021		2022		2021		2023		2022
	Three months ended September 30,				Nine months ended September 30,				Three months ended March 31,
	2022		2021		2022		2021		2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	127	$	120	$	378	$	350	$	128	$	125
Operating cash flows from finance leases	$	1	$	1	$	2	$	3	$	1	$	1
Financing cash flows from finance leases	$	3	$	2	$	9	$	7	$	3	$	3

ROU assets obtained in exchange for lease liabilities:
Operating leases	$	3,108	$	3,057	$	3,108	$	3,057	$	-	$	-

1614

Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

(Unaudited)

Maturities of lease liabilities were as follows (amounts in thousands):

Schedule of Maturities of Operating Lease and Finance Lease Liabilities

Years Ending December 31st, Operating Leases Finance Leases
2022 (three remaining months) $ 126 $ 4
2023 507 10
2024 446 5
2025 435 5
2026 430 -
Thereafter 2,078 -
Total lease payments 4,022 24
Less amount representing interest (855 ) (2 )
Total lease obligations 3,167 22
Less current portion (335 ) (10 )
Long-term lease obligations $ 2,832 $ 12

Years Ending December 31st,	Operating Leases			Finance Leases
2023 (nine remaining months)	$	379		$	13
2024		446			18
2025		435			19
2026		430			14
2027		430			12
Thereafter		1,648			-
Total lease payments		3,768			76
Less amount representing interest		(767	)		(13	)
Total lease obligations		3,001			63
Less current portion		(338	)		(12	)
Long-term lease obligations	$	2,663		$	51

Note 11 – Commitments and Contingencies

Legal proceedings

From time to time, we may become involved in various legal actions, administrative proceedings and claims in the ordinary course of business. We generally record losses for claims in excess of the limits of purchased insurance in earnings at the time and to the extent they are probable and estimable.

Note 12 - Segments

With each acquisition, we assess the need to disclose discrete information related to our operating segments. Because of the similarities of certain of our acquisitions that provide certification and verification services, we aggregate operations into one verification and certification reportable segment. The operating segments included in the aggregated verification and certification segment include IMI Global, WFCFO and Validus. The factors considered in determining this aggregated reporting segment include the economic similarity of the businesses, the nature of services provided, production processes, types of customers and distribution methods.

The Company also determined that it has a software and related consulting reportable segment. SureHarvest, which includes Postelsia, is the sole operating unit under the software and related consulting reportable segment. This segment includes software and related consulting service revenues.

The Company’s chief operating decision maker (the Company’s CEO) allocates resources and assesses the performance of its operating segments. Segment management makes decisions, measures performance, and manages the business utilizing internal reporting operating segment information. Performance of operating segments are based on net sales, gross profit, selling, general and administrative expenses and most importantly, operating income.

1715

Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

(Unaudited)

The Company eliminates intercompany transfers between segments for management reporting purposes. The following table shows information for reportable operating segments (amounts in thousands):

Schedule of Operating Segments

Three months ended September 30, 2022 Three months ended September 30, 2021
Verification and Certification Segment Software Sales and Related Consulting Segment Eliminations and Other Consolidated Totals Verification and Certification Segment Software Sales and Related Consulting Segment Eliminations and Other Consolidated Totals
Assets:
Goodwill $ 1,947 $ 999 $ - $ 2,946 $ 1,947 $ 999 $ - $ 2,946
All other assets, net 14,134 3,367 885 18,386 17,036 3,311 (2,778 ) 17,569
Total assets $ 16,081 $ 4,366 $ 885 $ 21,332 $ 18,983 $ 4,310 $ (2,778 ) $ 20,515

Revenues:
Verification and certification service revenue $ 5,169 $ - $ - $ 5,169 $ 4,701 $ - $ - $ 4,701
Product sales 1,588 - - 1,588 1,383 - - 1,383
Software and related consulting revenue - 508 - 508 - 461 - 461
Total revenues $ 6,757 $ 508 $ - $ 7,265 $ 6,084 $ 461 $ - $ 6,545
Costs of revenues:
Costs of verification and certification services 2,900 - - 2,900 2,438 - - 2,438
Costs of products 826 - - 826 864 - - 864
Costs of software and related consulting - 359 - 359 - 315 - 315
Total costs of revenues 3,726 359 - 4,085 3,302 315 - 3,617
Gross profit 3,031 149 - 3,180 2,782 146 - 2,928
Depreciation & amortization 149 42 - 191 149 51 - 200
Other operating expenses 1,855 60 - 1,915 1,542 48 - 1,590
Segment operating income/(loss) $ 1,027 $ 47 $ - $ 1,074 $ 1,091 $ 47 $ - $ 1,138
Other items to reconcile segment operating income (loss) to net income/(loss):
Other income / (expense) 9 - 9 29 (2 ) - 27
Income tax expense - - (298 ) (298 ) - - (298 ) (298 )
Net income/(loss) $ 1,036 $ 47 $ (298 ) $ 785 $ 1,120 $ 45 $ (298 ) $ 867

Assets:
Nine months ended September 30, 2022 Nine months ended September 30, 2021
Verification and Certification Segment Software Sales and Related Consulting Segment Eliminations and Other Consolidated Totals Verification and Certification Segment Software Sales and Related Consulting Segment Eliminations and Other Consolidated Totals
Assets:
Goodwill $ 1,947 $ 999 $ - $ 2,946 $ 1,947 $ 999 $ - $ 2,946
All other assets, net 14,134 3,367 885 18,386 17,036 3,311 (2,778 ) 17,569
Total assets $ 16,081 $ 4,366 $ 885 $ 21,332 $ 18,983 $ 4,310 $ (2,778 ) $ 20,515

Revenues:
Verification and certification service revenue $ 12,917 $ - $ - $ 12,917 $ 11,659 $ - $ - $ 11,659
Product sales 3,473 - - 3,473 3,071 - - 3,071
Software and related consulting revenue - 2,362 - 2,362 - 1,396 - 1,396
Total revenues $ 16,390 $ 2,362 $ - $ 18,752 $ 14,730 $ 1,396 $ - $ 16,126
Costs of revenues:
Costs of verification and certification services 7,261 - - 7,261 6,363 - - 6,363
Costs of products 1,885 - - 1,885 1,969 - - 1,969
Costs of software and related consulting - 1,899 - 1,899 - 995 - 995
Total costs of revenues 9,146 1,899 - 11,045 8,332 995 - 9,327
Gross profit 7,244 463 - 7,707 6,398 401 - 6,799
Depreciation & amortization 443 140 - 583 448 153 - 601
Other operating expenses 4,929 185 - 5,114 4,463 226 - 4,689
Segment operating income/(loss) $ 1,872 $ 138 $ - $ 2,010 $ 1,487 $ 22 $ - $ 1,509
Other items to reconcile segment operating income (loss) to net income/(loss):
Other income / (expense) 108 (35 ) - 73 95 (9 ) 1,037 1,123
Income tax expense - - (579 ) (579 ) - (5 ) (408 ) (413 )
Net income/(loss) $ 1,980 $ 103 $ (579 ) $ 1,504 $ 1,582 $ 8 $ 629 $ 2,219

~~Where Food Comes From, Inc.~~

~~Notes to the Consolidated Financial Statements~~

~~(Unaudited)~~


	Three months ended March 31, 2023											Three months ended March 31, 2022
	Verification and Certification Segment		Software Sales and Related Consulting Segment			Eliminations and Other			Consolidated Totals			Verification and Certification Segment		Software Sales and Related Consulting Segment			Eliminations and Other			Consolidated Totals
Assets:
Goodwill	$	1,947	$	999		$	-		$	2,946		$	1,947	$	999		$	-		$	2,946
All other assets, net		7,179		2,609			4,568			14,356			14,860		3,815			(1,267	)		17,408
Total assets	$	9,126	$	3,608		$	4,568		$	17,302		$	16,807	$	4,814		$	(1,267	)	$	20,354

Revenues:
Verification and certification service revenue	$	3,806	$	-		$	-		$	3,806		$	3,784	$	-		$	-		$	3,784
Product sales		971		-			-			971			1,007		-			-			1,007
Software and related consulting revenue		-		490			-			490			-		1,365			-			1,365
Total revenues	$	4,777	$	490		$	-		$	5,267		$	4,791	$	1,365		$	-		$	6,156
Costs of revenues:
Costs of verification and certification services		2,196		-			-			2,196			2,036		-			-			2,036
Costs of products		568		-			-			568			537		-			-			537
Costs of software and related consulting		-		360			-			360			-		1,186			-			1,186
Total costs of revenues		2,764		360			-			3,124			2,573		1,186			-			3,759
Gross profit		2,013		130			-			2,143			2,218		179			-			2,397
Depreciation & amortization		130		42			-			172			145		50			-			195
Other operating expenses		1,746		70			-			1,816			1,513		66			-			1,579
Segment operating income/(loss)	$	137	$	18		$	-		$	155		$	560	$	63		$	-		$	623
Other items to reconcile segment operating income (loss) to net income/(loss):
Other income / (expense)		57		(1	)		-			56			49		(12	)		-			37
Income tax expense		-		-			(90	)		(90	)		-		-			(163	)		(163	)
Net income/(loss)	$	194	$	17		$	(90	)	$	121		$	609	$	51		$	(163	)	$	497

Note 13 – Supplemental Cash Flow Information

Schedule of Supplemental Cash Flow Information

(Amounts in thousands)	2022		2021

	Nine months ended September 30,				Three months ended March 31,
(Amounts in thousands)	2022		2021		2023		2022
Cash paid during the year:
Interest expense	$	-	$	5	$	-	$	-
Income taxes	$	648	$	595	$	3	$	-

Note 14 – Subsequent Events

The Company has had no material, significant or unusual transactions or events from the financial statement date through the issuance of the financial statements.

1916

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

This information should be read in conjunction with the consolidated financial statements and the notes included in Item 1 of Part I of this Quarterly Report and the audited consolidated financial statements and notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in the Form 10−K for the fiscal year ended December 31, ~~2021.~~2022. The following discussion and analysis includes historical and certain forward−looking information that should be read together with the accompanying consolidated financial statements, related footnotes and the discussion below of certain risks and uncertainties that could cause future operating results to differ materially from historical results or from the expected results indicated by forward−looking statements.

Business Overview

Where Food Comes From, Inc. and its subsidiaries (“WFCF,” the “Company,” “our,” “we,” or “us”) is a leading trusted resource for third-party verification of food production practices in North America. The Company estimates that it supports more than approximately 17,500 farmers, ranchers, vineyards, wineries, processors, retailers, distributors, trade associations, consumer brands, chefs, and restaurants with a wide variety of value-added services provided through its family of verifiers, including IMI Global (“IMI”), Where Food Comes From Organic (“WFCFO” ~~- previously International Certification Services~~), and ~~A Bee Organic),~~ Validus Verification Services (“Validus”)~~, and Sterling Solutions.~~. In order to have credibility, product claims such as gluten-free, non-GMO, non-hormone treated, humane handling, and others require verification by an independent third-party such as WFCF. The Company’s principal business is conducting both on-site and desk audits to verify that claims being made about livestock, aquaculture, crops and other food products are accurate.

Through SureHarvest Services LLC (“SureHarvest”) and Postelsia Holdings, Ltd. (“Postelsia”), we primarily provide a wide range of professional services and technology solutions that generate incremental revenue specific to the food, agricultural and ~~agricultural industry~~aquaculture industries and drive sustainable value creation.

Finally, the Company’s Where Food Comes From Source Verified® retail and restaurant labeling program utilizes the verification of product attributes to connect consumers directly to the source of the food they purchase through product labeling and web-based information sharing and education. With the use of Quick Response Code (“QR”) technology, consumers can instantly access information about the producers behind their food.

WFCF was founded in 1996 and incorporated in the state of Colorado as a subchapter C corporation in 2006. The Company’s shares of common stock trade on the NASDAQ Capital Market (“NASDAQ”), under the stock ticker symbol, “WFCF.”

The Company’s original name – Integrated Management Information, Inc. (d.b.a. IMI Global) – was changed to Where Food Comes From, Inc. in 2012 to better reflect the Company’s mission. Early growth was attributable to source and age verification services for beef producers that wanted access to markets overseas following the discovery of “mad cow” disease in the U.S. Over the years, WFCF has expanded its portfolio to include verification and software services for most food groups and over 50 programs and organizations. This growth has been achieved both organically and through the acquisition of other companies.

Pandemics, the Inflationary Environment and other Weather Related Risks

~~The ongoing outbreaks of pandemics, including COVID-19 and Avian Influenza, continue to impact~~ ~~our business. Due to safety and social distancing reasons, customers continue to request postponement of onsite visits.~~ ~~We work closely with our customers and standard setting bodies to identify innovative solutions and reschedule onsite visits as timely as possible.~~

In late 2021, we were informed by our key tag supplier that materials were becoming scarcer and the ability to meet our need was difficult. In anticipation of this risk, we worked with all our tag suppliers to build our inventory by purchasing excess supply. We believe we have reduced this risk, however, should material shortages continue to impact our tag suppliers, we may be unable to meet the needs of our customers which could materially impact our revenues. We could also experience increases in the cost of products sourced locally and from abroad.

The economy is facing inflationary pressures that has resulted in a few headwinds for our business, most notably in the form of a tight labor market where job candidates have considerable bargaining power which has driven wages up. Additionally, we are experiencing higher labor and benefit related costs to retain our existing personnel. We believe we will continue to see significant pressure in our labor and benefit related costs which impacts both our gross margins and net income.

We also continue to monitor for weakened demand in our software and related consulting business segment due to significant customer concentration. Increased inflation could place pressure on our customers’ timing of approval for consulting projects to move forward. Currently, it is difficult to estimate the financial impact to our software and related consulting revenue, if any. We actively market our sustainability solutions and services to new types of customers. We believe the growing awareness of environmental, social and governance (“ESG”) matters creates a key opportunity for us because we have the expertise and technology needed to help companies achieve ESG objectives within the food supply chain.

The drought conditions that impacted nearly one-half of the United States in the first half of 2022 predominately affected our ranch customers resulting in fewer cattle subject to verification. While this doesn’t directly impact our audit related revenue, it does impact our product sales and other related supply chain fees due to smaller herd sizes. However, we believe the long-term outlook for our industry remains favorable because the demand for verified cattle is still strong, as well as the premiums on verified cattle sold at auction. Additionally, during an inflationary period, most consumers continue to consume beef, although they may trade the quality of protein cut (such as steak) for a lesser cut (such as ground beef).

We continue to monitor ~~all of these~~risks related to pandemics, inflation and weather, as well as other risks closely and will react accordingly, while keeping the interest of our customers, employees and shareholders in mind. Please refer to our risk factors included in our Form 10-K for the fiscal year ended December 31, ~~2021~~2022 for additional information ~~for risks specifically~~ related to ~~COVID-19.~~all of our risks.

Environmental, Social and Governance (“ESG”) and Human Capital Resources

ESG

We take environmental and social responsibility very seriously. It’s the entire reason we spend day in and day out helping farmers, ranchers and brands around the world provide transparency to their consumers. Communicating authentic, sustainable, and traceable stories directly impacts our future.

We believe that sound corporate governance is critical to helping us achieve our goals, including with respect to ESG. We continue to evolve a governance framework that exercises appropriate oversight of responsibilities at all levels throughout the company and manages its affairs consistent with high principles of business ethics. Our internal ESG Council is made up of leaders from across our company, and regularly presents to our Executive Team, which oversees our ESG impacts, initiatives, and priorities.

Human Capital Resources

Our greatest asset is our people, and we continue to attract the best and brightest with our competitive pay and benefits package. As of March 31, 2023, we had 91 total employees, of which 84 were full-time employees. Approximately 77% of our workforce is comprised of female and other minority employees.

We are committed to providing a workplace where our employees feel respected and appreciated. Our Human Resource department (“HR”) conducts a new hire orientation, so employees know whom to contact with questions or concerns. HR has an open door policy and is actively involved in driving culture and engagement alongside business leaders.

Our policies are designed to promote fairness and respect for everyone. We hire, evaluate, and promote employees based on their skills and performance. Everyone is expected to be trustworthy, demonstrate excellence in their performance, and collaborate with others. With this in mind, we will not tolerate certain behaviors. These include harassment, retaliation, violence, intimidation, and discrimination of any kind on the basis of race, color, religion, national origin, gender, sexual orientation, gender identity, gender expression, age, disability or veteran status.

To continue innovating, we must ensure we have a talented and engaged workforce with ample opportunity to contribute to our mission and grow professionally. We are focused on intentionally creating pathways to career opportunities across WFCF through strategic initiatives such as internships and leadership training.

At WFCF, our employees show up passionate about making a difference in the world and for each other. With a majority-minority workforce, empowering our employee resource groups to take charge in driving initiatives that attract, develop, and retain our passionate workforce is vital to our continued success.

Seasonality

Our business is subject to seasonal ~~fluctuations.~~fluctuations annually. Significant portions of our verification and certification service revenue is typically realized during late May through early October when the calf marketings and the growing seasons are at their peak.

Liquidity and Capital Resources

At ~~September 30, 2022,~~March 31, 2023, we had cash and cash equivalents of approximately ~~$6.0~~$3.4 million compared to approximately ~~$5.4~~$4.4 million at December 31, ~~2021.~~2022. Our working capital at ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 was approximately ~~$5.7~~$3.7 million and ~~$5.4~~$4.9 million, respectively.

Net cash provided by operating activities for the ~~nine~~three months ended ~~September 30, 2022 and 2021~~March 31, 2023 was approximately ~~$3.0 million.~~$0.5 million compared to $1.1 million during the same period in 2022. Net cash provided by operating activities is driven by our net income and adjusted by non-cash items. Non-cash adjustments primarily include depreciation, amortization of intangible assets, stock-based compensation expense, ~~forgiveness of Paycheck Protection Program loan in 2021,~~ and deferred taxes. Fluctuations are primarily due to operating performance offset by the timing of cash receipts and cash disbursements. The cash provided by operating activities for the period ending ~~September 30, 2022~~March 31, 2023 was primarily driven by a change in accrued expenses, accounts receivable and ~~prepaid expenses.~~inventory. The cash provided by operating activities for the period ending ~~September 30, 2021~~March 31, 2022 was primarily driven by a change in accrued expenses and deferred ~~revenue, offset by cash used for inventory.~~revenue.

Net cash used in investing activities for the ~~nine~~three months ended ~~September 30, 2022 and 2021,~~March 31, 2023 was approximately $0.2 ~~million.~~million compared to $16,000 in the 2022 period. Net cash used in the period ending ~~September 30, 2022~~March 31, 2023 was primarily ~~for the purchase of digital assets. Net cash used~~related to our equity investment in ~~the period ending September 30, 2021 was primarily for the purchase of a vehicle and equipment.~~BlueTrace.

Net cash used in financing activities for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ was approximately ~~$2.2~~$1.2 million and ~~$1.6~~$0.4 million, respectively. Cash used for the periods ending ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ was primarily due to the repurchase of common shares under the Stock Buyback ~~Plan and dividends paid to shareholders in 2021.~~Plan.

Over the past several years, our growth has been funded primarily through ~~cashflows~~cash flows from operations. We continually evaluate all funding options, including additional offerings of our securities to private, public and institutional investors and other credit facilities as they become available.

The primary driver of our operating cash flow is our third-party verification solutions, specifically the gross margin generated from services provided. Therefore, we focus on the elements of those operations, including revenue growth, gross margin and long-term projects that ensure a steady stream of operating profits to enable us to meet our cash obligations. On a weekly basis, we review the performance of each of our revenue streams focusing on third-party verification solutions compared with prior periods and our operating plan. We believe that our various sources of capital, including cash flow from operating activities, overall improvement in our performance, and our ability to obtain additional financing, are adequate to finance current ~~operations as well as the repayment of current debt obligations.~~operations. We are not aware of any other event or trend that would negatively affect our liquidity. In the event such a trend develops, we believe that there are sufficient financing avenues available to us and from our internal cash-generating capabilities to adequately manage our ongoing business.

The culmination of all our efforts has brought significant opportunities to us, including increased investor confidence and renewed interest in our company, as well as the potential to develop business relationships with long-term strategic partners. In keeping with our core business, we will continue to review our business model with a focus on profitability, long-term capital solutions and the potential impact of acquisitions or divestitures, if such an opportunity arises.

Our plan for continued growth is primarily based on diversification and bundling opportunities in our product offerings within national and international markets, as well as potential acquisitions. We believe that there are significant growth opportunities available to us because of growing consumer awareness and demand on a national level. Internationally, a quality verification program is often the only way to overcome import or export restrictions.

Debt Facility

The Company has a revolving line of credit (“LOC”) agreement which matures April 12, 2025. The LOC provides for $75,080 in working capital. The interest rate is at the Wall Street Journal prime rate plus 1.50% and is adjusted daily. Principal and interest are payable upon demand, but if demand is not made, then annual payments of accrued interest only are due, with the principal balance due upon maturity. As of ~~September 30, 2022,~~March 31, 2023 and December 31, ~~2021,~~2022, the effective interest rate was ~~7.75%~~9.5% and ~~4.75%~~9.0%, respectively. The LOC is collateralized by all the business assets of Where Food Comes From Organic, Inc. (“WFCFO”). As of ~~September 30, 2022,~~March 31, 2023, and December 31, ~~2021,~~2022, there were no amounts outstanding under this LOC.

Off-Balance Sheet Arrangements

As of ~~September 30, 2022,~~March 31, 2023, we had no off-balance sheet arrangements of any type.

2219

RESULTS OF OPERATIONS

Three ~~and nine~~ months ended March~~September 30~~31, ~~2022~~2023 compared to the same period in fiscal year ~~2021~~2022

The following table shows information for reportable operating segments (amounts in thousands):

	Three months ended March 31, 2023											Three months ended March 31, 2022
	Verification and Certification Segment		Software Sales and Related Consulting Segment			Eliminations and Other			Consolidated Totals			Verification and Certification Segment		Software Sales and Related Consulting Segment			Eliminations and Other			Consolidated Totals
Assets:
Goodwill	$	1,947	$	999		$	-		$	2,946		$	1,947	$	999		$	-		$	2,946
All other assets, net		7,179		2,609			4,568			14,356			14,860		3,815			(1,267	)		17,408
Total assets	$	9,126	$	3,608		$	4,568		$	17,302		$	16,807	$	4,814		$	(1,267	)	$	20,354

Revenues:
Verification and certification service revenue	$	3,806	$	-		$	-		$	3,806		$	3,784	$	-		$	-		$	3,784
Product sales		971		-			-			971			1,007		-			-			1,007
Software and related consulting revenue		-		490			-			490			-		1,365			-			1,365
Total revenues	$	4,777	$	490		$	-		$	5,267		$	4,791	$	1,365		$	-		$	6,156
Costs of revenues:
Costs of verification and certification services		2,196		-			-			2,196			2,036		-			-			2,036
Costs of products		568		-			-			568			537		-			-			537
Costs of software and related consulting		-		360			-			360			-		1,186			-			1,186
Total costs of revenues		2,764		360			-			3,124			2,573		1,186			-			3,759
Gross profit		2,013		130			-			2,143			2,218		179			-			2,397
Depreciation & amortization		130		42			-			172			145		50			-			195
Other operating expenses		1,746		70			-			1,816			1,513		66			-			1,579
Segment operating income/(loss)	$	137	$	18		$	-		$	155		$	560	$	63		$	-		$	623
Other items to reconcile segment operating income (loss) to net income/(loss):
Other income / (expense)		57		(1	)		-			56			49		(12	)		-			37
Income tax expense		-		-			(90	)		(90	)		-		-			(163	)		(163	)
Net income/(loss)	$	194	$	17		$	(90	)	$	121		$	609	$	51		$	(163	)	$	497

Nine months ended September 30, 2022 Nine months ended September 30, 2021
Verification and Certification Segment Software Sales and Related Consulting Segment Eliminations and Other Consolidated Totals Verification and Certification Segment Software Sales and Related Consulting Segment Eliminations and Other Consolidated Totals
Assets:
Goodwill $ 1,947 $ 999 $ - $ 2,946 $ 1,947 $ 999 $ - $ 2,946
All other assets, net 14,134 3,367 885 18,386 17,036 3,311 (2,778 ) 17,569
Total assets $ 16,081 $ 4,366 $ 885 $ 21,332 $ 18,983 $ 4,310 $ (2,778 ) $ 20,515

Revenues:
Verification and certification service revenue $ 12,917 $ - $ - $ 12,917 $ 11,659 $ - $ - $ 11,659
Product sales 3,473 - - 3,473 3,071 - - 3,071
Software and related consulting revenue - 2,362 - 2,362 - 1,396 - 1,396
Total revenues $ 16,390 $ 2,362 $ - $ 18,752 $ 14,730 $ 1,396 $ - $ 16,126
Costs of revenues:
Costs of verification and certification services 7,261 - - 7,261 6,363 - - 6,363
Costs of products 1,885 - - 1,885 1,969 - - 1,969
Costs of software and related consulting - 1,899 - 1,899 - 995 - 995
Total costs of revenues 9,146 1,899 - 11,045 8,332 995 - 9,327
Gross profit 7,244 463 - 7,707 6,398 401 - 6,799
Depreciation & amortization 443 140 - 583 448 153 - 601
Other operating expenses 4,929 185 - 5,114 4,463 226 - 4,689
Segment operating income/(loss) $ 1,872 $ 138 $ - $ 2,010 $ 1,487 $ 22 $ - $ 1,509
Other items to reconcile segment operating income (loss) to net income/(loss):
Other income / (expense) 108 (35 ) - 73 95 (9 ) 1,037 1,123
Income tax expense - - (579 ) (579 ) - (5 ) (408 ) (413 )
Net income/(loss) $ 1,980 $ 103 $ (579 ) $ 1,504 $ 1,582 $ 8 $ 629 $ 2,219

Verification and Certification Segment

Verification and certification service revenues consist of fees charged for verification audits and other verification services that the Company performs for customers. F~~ees~~Fees earned from our WFCF labeling program are also included in our verification and certification revenues as it represents a value-added extension of our source verification. Verification and certification service revenue for the three ~~and nine~~ months ended ~~September 30, 2022 increased 10.0% and 10.8%, respectively,~~March 31, 2023 was slightly improved compared towith the same ~~periods~~period in ~~2021, primarily~~2022. We believe we are at a low point of a contraction phase within the cattle cycle which negatively impacts revenue tied directly to price per head of cattle. We also believe inflationary pressure on packers, producers, growers, brands, and retailers is putting downward pressure on verified and certified foods as consumers have switched to lower priced food products. Finally, due to ~~increased customer demand for our product offerings.~~multiple severe cold weather systems that blasted through most of the United States in late March 2023, audits normally scheduled to be performed in late March 2023 were delayed until weather conditions improved.

Our product sales are an ancillary part of our verification and certification services and represent sales of cattle identification ear tags. Product sales for the three ~~and~~ months ended ~~September 30, 2022 increased 14.8% and 13.1%, respectively,~~March 31, 2023 slightly decreased 3.6% compared to the same period in ~~2021, primarily due~~2022. As mentioned above, we believe we are at a low point of a contraction phase within the cattle cycle which negatively impacts revenue tied directly to ~~increased pricing~~price per head of cattle. Additionally, due to multiple severe cold weather systems that blasted through most of the United States in late March 2023, we experienced a slight delay in tags delivered by March 31, 2023. Revenue for product sales is recognized upon delivery of the goods to customer, at which point title, custody and ~~limited supply elsewhere in~~risk of loss transfer to the ~~market.~~customer.

~~Costs~~Segment costs of revenues for ~~our verification and certification segment for~~ the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 were approximately ~~$3.7~~$2.8 million ~~and $9.1 million, respectively,~~ compared to approximately ~~$3.3~~$2.6 million ~~and $8.3 million, respectively,~~ for the same ~~periods~~period in ~~2021.~~2022. Gross margin for the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 was ~~44.9% and 44.2%, respectively~~42.1% compared to ~~45.7% and 43.4%, respectively,~~46.3% in ~~2021~~2022 primarily due to ~~a change~~timing delays in ~~product mix~~completion of ~~our offerings which included new customers~~audits, continued inflationary increases in the costs of products shipped and ~~new offerings, offset by~~ increases in compensation related costs due to a tight labor ~~market and inflation.~~market. Our margins are generally impacted by various fixed costs such as cost of products, salaries and benefits, insurance and taxes.

Other operating expenses for the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 increased by approximately ~~20.3% and 10.4%, respectively,~~15.4% compared to the same three ~~and nine~~ month ~~periods~~period in ~~2021.~~2022. The increase was primarily due to ~~increases~~travel and marketing related expenses for physical attendance in ~~compensation related costs~~company-wide on-site trainings, tradeshows and the Nasdaq Bell Ringing ceremony, all of which had been postponed for the past 2 years due to ~~a tight labor market and inflation, as well as, an increase in headcount.~~the COVID-pandemic.

Software and Related Consulting Segment

Software and related consulting revenue primarily represents fees earned from a wide range of professional consulting services and technology solutions that support our verification business and generate incremental revenue specific to the food and agricultural industry. Software and related consulting revenue for the three ~~and nine~~ months ended ~~September 30, 2022 increased~~March 31, 2023 decreased approximately ~~10.2% and 69.2%, respectively~~64.1% compared to the same ~~periods~~period in ~~2021.~~2022. The ~~nine month increase is due to~~2022 period included a significant short-term engagement with a Japanese party to promote Japanese seafood products into the American supply chain. While we are hopeful that the engagement will be an annual recurring source of revenue for our consulting segment, as well as a potential opportunity for our verification and certification segment, we can give no assurance that it will be an ongoing source of revenue. Additionally, because this was a short-term engagement, it is not necessarily indicative of the results that may be achieved for any other quarter or for the full fiscal year.chain during 2022.

Costs of revenues for our software and related consulting segment for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022 was approximately $0.4 and ~~$1.9~~$1.2 million, ~~respectively, compared to approximately $0.3 million and $1.0 million, respectively, for the same periods in 2021.~~respectively. Gross margin for the three months ended ~~September 30, 2022 decreased~~March 31, 2023 improved to ~~29.3%~~26.5% compared to ~~31.7%~~13.1% for the same period in ~~2021. Gross margin for the nine months ended September 30,~~2022. The 2022 ~~decreased to 19.6% compared to 28.7% for the same period in 2021. The nine month decrease in gross margin is due primarily to~~margins were negatively impacted by an increased ~~cost~~use of contract labor to support the short-term consulting engagement mentioned above.

Other operating expenses for the three months ended September 30, 2022 increased approximately $12,000 compared to the same period in 2021. Other operating expenses for the nine months ended September 30, 2022 decreased approximately $41,000 compared to the same period in 2021. Depreciation and amortization for the three and nine months ended September 30, 2022 decreased $9,000 and $13,000, respectively, compared to the same periods in 2021.

As with all of our acquisitions, we continue to identify synergies and implement best practices. We focus our efforts to create value in various ways such as improving the performance of our acquired businesses, removing excess capacity, creating market access for products, acquiring skills and technologies more quickly or at a lower cost than we can build in-house, exploiting our industry-specific scalability and bundling opportunities, and picking winners early and helping them develop their businesses. Achieving any or all of these strategies take time to implement. We have learned that it can take a minimum of two to three years after an acquisition to fully understand the complexities, at which time, we have seen solid improvements in revenues and/or costs.

Dividend Income from Progressive Beef

For the three months ended ~~September 30~~March 31, 2023 ~~, 2022~~ and ~~2021,~~2022, the Company received dividend income of $50,000, ~~and $30,000, respectively,~~ from Progressive Beef representing a distribution of their earnings. ~~For the nine months ended~~ ~~September 30, 2022 and 2021, the Company received dividend income totaling $150,000 and $90,000, respectively.~~

Income Tax Expense

The provision for income taxes is recorded at the end of each interim period based on the Company’s best estimate of its effective income tax rate expected to be applicable for the full fiscal year. For the three ~~and nine~~ months ended ~~September 30, 2022,~~March 31, 2023, we recorded income tax expense of approximately ~~$298,000 and $579,000, respectively,~~$90,000 compared to income tax expense of ~~$298,000 and $413,000~~$163,000 for the same ~~periods~~period in ~~2021. The effective tax rate for the nine months ended September 30, 2021 was favorably impacted by the non-taxability of the PPP loan forgiveness income.~~2022.

Net Income and Per Share Information

As a result of the foregoing, net income attributable to WFCF shareholders for the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 was approximately ~~$0.8~~$0.1 million and ~~$1.5 million, respectively, and $0.13 and $0.25, respectively,~~$0.02 per basic and diluted common share, respectively, compared to net income of approximately ~~$0.9~~$0.5 million and ~~$2.2 million, respectively, and $0.14 and $0.36, respectively,~~$0.08 per basic and diluted common share for the same ~~periods~~period in ~~2021.~~2022.

2521

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, including our principal executive and financial officers, have conducted an evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures,” as such term is defined under Rules 13a-15(e) and 15d-15(e) of the Exchange Act, to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and include controls and procedures designed to ensure that information we are required to disclose in such reports is accumulated and communicated to management, including our principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our principal executive and financial officers concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report. We believe that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and can only provide reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

There have not been any other changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

2622

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ITEM 1A. RISK FACTORS

Our business is subject to a number of risks, including those identified in Item 1A. — “Risk Factors” of our ~~2021~~2022 Annual Report on Form 10−K, that could have a material effect on our business, results of operations, financial condition and/or liquidity and that could cause our operating results to vary significantly from period to period. As of ~~September 30~~March 31, 2023, ~~2022,~~ the Company recognizes matters specific to ~~COVID-19,~~pandemics, the inflationary environment and weather-related risks may have a continued economic impact on the Company, but management does not know and cannot estimate what the long-term financial impact may be. We may also disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC. ~~For additional information on specific risks in our current filing, see “~~Coronavirus Pandemic (COVID-19), the Inflationary Environment and other Weather Related Risks” in Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations above.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

On September 30, 2019, our Board of Directors approved a new plan to buyback up to ~~ten~~2.5 million additional shares of our common stock from the open market (“Stock Buyback Plan”). Activity for the three months ended ~~September 30, 2022~~March 31, 2023 is as follows:

Number of
Shares Cost of Shares
(in thousands) Average Cost
per Share
Shares purchased - July 2022 26,000 $ 282 $ 10.87
Shares purchased - August 2022 35,733 396 $ 11.08
Shares purchased - September 2022 47,000 459 $ 9.77
Total 108,733 $ 1,137

	Number of Shares		Cost of Shares (in thousands)		Average Cost per Share
Shares purchased - January 2023		31,350	$	432	$	13.77
Shares purchased - February 2023		26,800		375	$	14.01
Shares purchased - March 2023		31,300		423	$	13.52
Total		89,450	$	1,230

ITEM 6. EXHIBITS

(a) Exhibits

Number		Description
31.1		Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2724

SIGNATURES

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 thereunto duly authorized.

Date: ~~November 14, 2022~~May 15, 2023	Where Food Comes From, Inc.

	By:	/s/ John K. Saunders
		Chief Executive Officer

	By:	/s/ Dannette Henning
		Chief Financial Officer

2825

	September 30,			December 31,		Estimated
	2022			2021		Useful Life
Intangible assets subject to amortization:
Tradenames and trademarks	$	417		$	417	2.5 - 8.0 years
Accreditations		75			75	5.0 years
Customer relationships		3,664			3,664	3.0 - 15.0 years
Patents		970			970	4.0 years
Non-compete agreements		121			121	5.0 years
Intangible and other assets, gross		5,247			5,247
Less accumulated amortization		3,426			3,154
Intangible and other assets, Net		1,821			2,093
Cryptocurrency (not subject to amortization)		136			-
Tradenames/trademarks (not subject to amortization)		465			465
Intangible assets		2,422	��		2,558
Other assets		24			23
Intangible and other assets:	$	2,446		$	2,581

	Number of awards			Weighted avg. exercise price per share		Weighted avg. grant date fair value per share		Weighted avg. remaining contractual life (in years)		Aggregate intrinsic value

Outstanding, December 31, 2021		100,235		$	8.36	$	7.53		5.88	$	620,445
Granted		-		$	-	$	-		-
Exercised		(4,000	)	$	4.85	$	4.84		0.09
Expired/Forfeited		-		$	-	$	-		-
Outstanding, September 30, 2022		96,235		$	8.67	$	7.64		5.56	$	178,195
Exercisable, September 30, 2022		82,578		$	7.82	$	7.22		5.04	$	174,268
Unvested, September 30, 2022		13,657		$	13.61	$	10.22		8.55	$	3,927

				Weighted avg.
	Number of			grant date
	shares			fair value
Non-vested shares, December 31, 2021		-		$	-
Granted		1,500		$	13.45
Vested		(1,500	)	$	13.45
Forfeited		-		$	-
Non-vested shares, September 30, 2022		-		$	-


	Nine months ended September 30, 2022								Nine months ended September 30, 2021
	Verification and Certification Segment		Software Sales and Related Consulting Segment		Eliminations and Other		Consolidated Totals		Verification and Certification Segment		Software Sales and Related Consulting Segment		Eliminations and Other		Consolidated Totals
Revenues:
Verification and certification service revenue	$	12,917	$	-	$	-	$	12,917	$	11,659	$	-	$	-	$	11,659
Product sales		3,473		-		-		3,473		3,071		-		-		3,071
Software and related consulting revenue		-		2,362		-		2,362		-		1,396		-		1,396
Total revenues	$	16,390	$	2,362	$	-	$	18,752	$	14,730	$	1,396	$	-	$	16,126