Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 29, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40314 | |
Entity Registrant Name | WHERE FOOD COMES FROM, INC. | |
Entity Central Index Key | 0001360565 | |
Entity Tax Identification Number | 43-1802805 | |
Entity Incorporation, State or Country Code | CO | |
Entity Address, Address Line One | 202 6th Street | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | Castle Rock | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80104 | |
City Area Code | (303) | |
Local Phone Number | 895-3002 | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | WFCF | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 6,023,841 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 6,093 | $ 5,414 |
Accounts receivable, net of allowance | 2,200 | 2,178 |
Inventory | 815 | 767 |
Prepaid expenses and other current assets | 381 | 325 |
Total current assets | 9,489 | 8,684 |
Property and equipment, net | 1,210 | 1,295 |
Right-of-use assets, net | 2,744 | 2,823 |
Investment in Progressive Beef | 991 | 991 |
Intangible and other assets, net | 2,491 | 2,581 |
Goodwill, net | 2,946 | 2,946 |
Deferred tax assets, net | 483 | 464 |
Total assets | 20,354 | 19,784 |
Current liabilities: | ||
Accounts payable | 594 | 447 |
Accrued expenses and other current liabilities | 1,324 | 710 |
Deferred revenue | 1,277 | 1,513 |
Current portion of finance lease obligations | 12 | 13 |
Current portion of operating lease obligations | 314 | 313 |
Total current liabilities | 3,521 | 2,996 |
Finance lease obligations, net of current portion | 17 | 19 |
Operating lease obligation, net of current portion | 2,941 | 3,020 |
Total liabilities | 6,479 | 6,035 |
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; 6,491 (2022) and 6,489 (2021) shares issued, and 6,039 (2022) and 6,071 (2021) shares outstanding | 6 | 6 |
Additional paid-in-capital | 12,006 | 11,955 |
Treasury stock of 452 (2022) and 419 (2021) shares | (4,229) | (3,807) |
Retained earnings | 6,092 | 5,595 |
Total equity | 13,875 | 13,749 |
Total liabilities and stockholders’ equity | $ 20,354 | $ 19,784 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 5,000 | 5,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 95,000 | 95,000 |
Common stock, shares issued | 6,491 | 6,489 |
Common stock, shares outstanding | 6,039 | 6,071 |
Treasury stock | 452 | 419 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues: | ||
Total revenues | $ 6,156 | $ 4,440 |
Costs of revenues: | ||
Total costs of revenues | 3,759 | 2,578 |
Gross profit | 2,397 | 1,862 |
Selling, general and administrative expenses | 1,774 | 1,773 |
Income from operations | 623 | 89 |
Other income/(expense): | ||
Dividend income from Progressive Beef | 50 | 30 |
Other income, net | 1 | |
Loan forgiveness from Paycheck Protection Program | 1,037 | |
Gain on sale of assets | 9 | |
Loss on foreign currency exchange | (12) | (2) |
Interest expense | (1) | (3) |
Income before income taxes | 660 | 1,161 |
Income tax expense | 163 | 11 |
Net income | $ 497 | $ 1,150 |
Per share - net income: | ||
Basic | $ 0.08 | $ 0.19 |
Diluted | $ 0.08 | $ 0.19 |
Weighted average number of common shares outstanding: | ||
Basic | 6,067 | 6,136 |
Diluted | 6,150 | 6,231 |
Verification and certification service revenue [Member] | ||
Revenues: | ||
Total revenues | $ 3,784 | $ 3,263 |
Costs of revenues: | ||
Total costs of revenues | 2,036 | 1,793 |
Product Sales [Member] | ||
Revenues: | ||
Total revenues | 1,007 | 724 |
Costs of revenues: | ||
Total costs of revenues | 537 | 457 |
Software and Related Consulting Revenue [Member] | ||
Revenues: | ||
Total revenues | 1,365 | 453 |
Costs of revenues: | ||
Total costs of revenues | $ 1,186 | $ 328 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating activities: | ||
Net income | $ 497 | $ 1,150 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 195 | 202 |
Gain on sale of assets | (9) | |
Stock-based compensation expense | 51 | 25 |
Deferred tax (benefit) / expense | (19) | 34 |
Bad debt expense | 5 | 28 |
Forgiveness of note payable from Paycheck Protection Program | (1,037) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (27) | 614 |
Inventory | (48) | (350) |
Prepaid expenses and other assets | (56) | (31) |
Accounts payable | 147 | 26 |
Accrued expenses and other current liabilities | 613 | 309 |
Deferred revenue | (236) | 203 |
Right of use assets and liabilities, net | (2) | 2 |
Net cash provided by operating activities | 1,120 | 1,166 |
Investing activities: | ||
Purchases of property, equipment and software development costs | (16) | (170) |
Net cash used in investing activities | (16) | (170) |
Financing activities: | ||
Repayments of finance lease obligations | (3) | (3) |
Proceeds from stock option exercise | 40 | |
Stock repurchase under Stock Buyback Plan | (422) | (411) |
Net cash used in financing activities | (425) | (374) |
Net change in cash | 679 | 622 |
Cash at beginning of period | 5,414 | 4,374 |
Cash at end of period | $ 6,093 | $ 4,996 |
Consolidated Statement of Equit
Consolidated Statement of Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] |
Beginning balance, value at Dec. 31, 2020 | $ 12,464 | $ 6 | $ 11,612 | $ (2,702) | $ 3,548 |
Begining balance, shares at Dec. 31, 2020 | 6,118 | ||||
Stock-based compensation expense | 25 | 25 | |||
Stock options exercised | 40 | 40 | |||
Stock options exercised, shares | 18 | ||||
Repurchase of common shares under Stock Buyback Plan | (411) | (411) | |||
Repurchase of common shares under Stock Buyback Plan, shares | (29) | ||||
Net income | 1,150 | 1,150 | |||
Ending balance, value at Mar. 31, 2021 | 13,268 | $ 6 | 11,677 | (3,113) | 4,698 |
Ending balance, shares at Mar. 31, 2021 | 6,107 | ||||
Beginning balance, value at Dec. 31, 2021 | 13,749 | $ 6 | 11,955 | (3,807) | 5,595 |
Begining balance, shares at Dec. 31, 2021 | 6,071 | ||||
Stock-based compensation expense | $ 51 | 51 | |||
Stock-based compensation expense, shares | 2 | ||||
Stock options exercised, shares | |||||
Repurchase of common shares under Stock Buyback Plan | $ (422) | (422) | |||
Repurchase of common shares under Stock Buyback Plan, shares | (34) | ||||
Net income | 497 | 497 | |||
Ending balance, value at Mar. 31, 2022 | $ 13,875 | $ 6 | $ 12,006 | $ (4,229) | $ 6,092 |
Ending balance, shares at Mar. 31, 2022 | 6,039 |
The Company and Basis of Presen
The Company and Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
The Company and Basis of Presentation | 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 and agricultural products are accurate. We care about food and other agricultural 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 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 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 and its subsidiaries, Where Food Comes From Organic, Inc. (“WFCFO”), Validus Verifications Services, LLC (“Validus”), Sterling Solutions (“Sterling”), SureHarvest Services, Inc. (“SureHarvest”), A Bee Organic, Sow Organic, JVF Consulting and Postelsia Holdings, Ltd. (“Postelsia”) (collectively referred to as “we,” “us,” and “our” throughout this Form 10-Q) 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. 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, included in our Form 10-K filed on February 28, 2022. 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 months ended March 31, 2022 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. 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. Because of the seasonality of the business and 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. |
Basic and Diluted Net Income pe
Basic and Diluted Net Income per Share | 3 Months Ended |
Mar. 31, 2022 | |
Per share - net income: | |
Basic and Diluted Net Income per Share | 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 Three months ended March 31, 2022 2021 Basic: Weighted average shares outstanding 6,067 6,136 Diluted: Weighted average shares outstanding 6,067 6,136 Weighted average effects of dilutive securities 83 95 Total 6,150 6,231 Antidilutive securities: 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. Where Food Comes From, Inc. Notes to the Consolidated Financial Statements (Unaudited) |
Investment in Progressive Beef,
Investment in Progressive Beef, LLC | 3 Months Ended |
Mar. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
Investment in Progressive Beef, LLC | Note 3 - Investment in Progressive Beef, LLC For the three months ended March 31, 2022 and 2021, the Company received dividend income from Progressive Beef of $ 50,000 30,000 |
Intangible and Other Assets
Intangible and Other Assets | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible and Other Assets | 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 March 31, December 31, Estimated 2022 2021 Useful Life Intangible assets subject to amortization: Tradenames and trademarks $ 417 $ 417 2.5 8.0 Accreditations 75 75 5.0 Customer relationships 3,664 3,664 3.0 15.0 Patents 970 970 4.0 Non-compete agreements 121 121 5.0 Intangible and other assets, gross 5,247 5,247 Less accumulated amortization 3,246 3,154 Intangible and other assets, net 2,001 2,093 Tradenames/trademarks (not subject to amortization) 465 465 Intangible assets 2,466 2,558 Other assets 25 23 Intangible and other assets: $ 2,491 $ 2,581 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 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 March 31, December 31, 2022 2021 Income and sales taxes payable $ 376 $ 185 Payroll related accruals 412 288 Customer deposits 101 76 Professional fees and other expenses 435 161 Accrued expenses and other current liabilities $ 1,324 $ 710 Where Food Comes From, Inc. Notes to the Consolidated Financial Statements (Unaudited) |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 6 – Notes Payable Unison Revolving Line of Credit The Company has a revolving line of credit (“LOC”) agreement which matures April 12, 2025 75,080 1.50% maturity 5.00% 4.75% no |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 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. The amount of stock-based compensation expense is as follows (amounts in thousands): Schedule of Stock-based Compensation Expense Three months ended March 31, 2022 2021 Stock options $ 31 $ 24 Stock awards 20 - Restricted stock awards - 1 Total $ 51 $ 25 During the three months ended March 31, 2022, the Company awarded 1,500 13.45 no 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 2022 (remaining nine months) $ 67 $ - $ 67 2023 40 - 40 2024 11 - 11 $ 118 $ - $ 118 Where Food Comes From, Inc. Notes to the Consolidated Financial Statements (Unaudited) 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. Stock Option Activity Stock option activity under our Equity Incentive Plans is summarized as follows: Schedule of Stock Option Activity 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, 2021 100,235 $ 8.36 $ 7.53 5.88 $ 620,445 Granted - $ - $ - - Exercised - $ - $ - - Expired/Forfeited - $ - $ - - Outstanding, March 31, 2022 100,235 $ 8.36 $ 7.53 5.63 $ 365,787 Exercisable, March 31, 2022 79,587 $ 7.03 $ 6.85 4.75 $ 351,711 Unvested, March 31, 2022 20,648 $ 13.50 $ 10.14 9.04 $ 14,076 The aggregate intrinsic value represents the total pre-tax intrinsic value (the aggregate difference between the closing price of our common stock on March 31, 2022 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 March 31, 2022. Stock Activity Non-vested stock award activity under our Equity Incentive Plans is summarized as follows: Schedule of Restricted Stock Activity Under Equity Incentive Plan Weighted avg. Number of grant date options fair value Non-vested shares, December 31, 2021 - $ - Granted 1,500 $ 13.45 Vested (1,500 ) $ 13.45 Forfeited - $ - Non-vested shares, March 31, 2022 - $ - Where Food Comes From, Inc. Notes to the Consolidated Financial Statements (Unaudited) |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 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 months ended March 31, 2022 we recorded an income tax expense of approximately $ 163,000 11,000 |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 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. Revenue attributable to each of our identified revenue categories is disaggregated in the table below (amounts in thousands). Schedule of Revenues Disaggregated by Revenue Three months ended March 31, 2022 Three months ended March 31, 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 $ 3,784 $ - $ - $ 3,784 $ 3,263 $ - $ - $ 3,263 Product sales 1,007 - - 1,007 724 - - 724 Software and related consulting revenue - 1,365 - 1,365 - 453 - 453 Total revenues $ 4,791 $ 1,365 $ - $ 6,156 $ 3,987 $ 453 $ - $ 4,440 Contract Balances As of March 31, 2022 and December 31, 2021, accounts receivable from contracts with customers, net of allowance for doubtful accounts, was approximately $ 2.2 As of March 31, 2022 and December 31, 2021, deferred revenue from contracts with customers was approximately $ 1.3 1.5 The following table reflects the changes in our contract liabilities during the three month period ended March 31, 2022 (amounts in thousands): Schedule of Changes in Contract with Customer Liabilities Deferred revenue: Unearned revenue December 31, 2021 $ 1,513 Unearned billings 1,771 Revenue recognized (2,007 ) Unearned revenue March 31, 2022 $ 1,277 Where Food Comes From, Inc. Notes to the Consolidated Financial Statements (Unaudited) |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases | |
Leases | Note 10 – Leases The components of lease expense were as follows (amounts in thousands): Schedule of Lease Expense Three months ended March 31, 2022 2021 Operating lease cost $ 123 $ 116 Finance lease cost Amortization of assets 2 2 Interest on finance lease obligations 1 1 Variable lease cost - - Total net lease cost $ 126 $ 119 Included in the table above, is $ 0.1 This space is being leased from The Move, LLC. Our CEO and President, each a related party to WFCF, have a 24.3% Supplemental balance sheet information related to leases was as follows (amounts in thousands): Schedule of Supplemental Balance Sheet Information Related to Leases March 31, 2022 December 31, 2021 Operating leases: Related Party Other Total Related Party Other Total Operating lease ROU assets $ 2,518 $ 203 $ 2,721 $ 2,568 $ 230 $ 2,798 Current operating lease liabilities $ 206 $ 108 $ 314 $ 201 $ 112 $ 313 Noncurrent operating lease liabilities 2,826 115 2,941 2,880 140 3,020 Total operating lease liabilities $ 3,032 $ 223 $ 3,255 $ 3,081 $ 252 $ 3,333 March 31, 2022 December 31, 2021 Finance leases: Property and equipment, at cost $ 51 $ 51 Accumulated amortization (28 ) (26 ) Property and equipment, net $ 23 $ 25 Current obligations of finance leases $ 12 $ 13 Finance leases, net of current obligations 17 19 Total finance lease liabilities $ 29 $ 32 Weighted average remaining lease term (in years): Operating leases 8.9 9.1 Finance leases 2.9 3.1 Weighted average discount rate: Operating leases 5.7 % 5.7 % Finance leases 11.1 % 11.5 % Where Food Comes From, Inc. Notes to the Consolidated Financial Statements (Unaudited) Supplemental cash flow and other information related to leases was as follows (amounts in thousands): Schedule of Supplemental Cash Flow Information Related to Leases Three months ended March 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 125 $ 114 Operating cash flows from finance leases $ 1 $ 1 Financing cash flows from finance leases $ 3 $ 3 ROU assets obtained in exchange for lease liabilities: Operating leases $ 3,110 $ 3,531 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 (nine remaining months) $ 369 $ 11 2023 480 10 2024 419 5 2025 417 6 2026 430 - Thereafter 2,078 - Total lease payments 4,193 32 Less amount representing interest (938 ) (3 ) Total lease obligations 3,255 29 Less current portion (314 ) (12 ) Long-term lease obligations $ 2,941 $ 17 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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. |
Segments
Segments | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segments | 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 Where Food Comes From, Inc. Notes to the Consolidated Financial Statements (Unaudited) 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. 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 March 31, 2022 Three months ended March 31, 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 14,860 3,815 (1,267 ) 17,408 17,545 2,891 (3,694 ) 16,742 Total assets $ 16,807 $ 4,814 $ (1,267 ) $ 20,354 $ 19,492 $ 3,890 $ (3,694 ) $ 19,688 Revenues: Verification and certification service revenue $ 3,784 $ - $ - $ 3,784 $ 3,263 $ - $ - $ 3,263 Product sales 1,007 - - 1,007 724 - - 724 Software and related consulting revenue - 1,365 - 1,365 - 453 - 453 Total revenues $ 4,791 $ 1,365 $ - $ 6,156 $ 3,987 $ 453 $ - $ 4,440 Costs of revenues: Costs of verification and certification services 2,036 - - 2,036 1,793 - - 1,793 Costs of products 537 - - 537 457 - - 457 Costs of software and related consulting - 1,186 - 1,186 - 328 - 328 Total costs of revenues 2,573 1,186 - 3,759 2,250 328 - 2,578 Gross profit 2,218 179 - 2,397 1,737 125 - 1,862 Depreciation & amortization 145 50 - 195 151 51 - 202 Other operating expenses 1,513 66 - 1,579 1,479 92 - 1,571 Segment operating income/(loss) $ 560 $ 63 $ - $ 623 $ 107 $ (18 ) $ - $ 89 Other items to reconcile segment operating income (loss) to net income/(loss): Other income / (expense) 49 (12 ) - 37 35 - 1,037 1,072 Income tax expense - - (163 ) (163 ) - - (11 ) (11 ) Net income/(loss) $ 609 $ 51 $ (163 ) $ 497 $ 142 $ (18 ) $ 1,026 $ 1,150 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Note 13 – Supplemental Cash Flow Information Schedule of Supplemental Cash Flow Information Three months ended March 31, (Amounts in thousands) 2022 2021 Cash paid during the year: Interest expense $ - $ 1 Income taxes $ - $ - |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 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. |
Basic and Diluted Net Income _2
Basic and Diluted Net Income per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Per share - net income: | |
Schedule of Reconciliation of Basic and Diluted Income Per Share Computations | Schedule of Reconciliation of Basic and Diluted Income Per Share Computations Three months ended March 31, 2022 2021 Basic: Weighted average shares outstanding 6,067 6,136 Diluted: Weighted average shares outstanding 6,067 6,136 Weighted average effects of dilutive securities 83 95 Total 6,150 6,231 Antidilutive securities: 17 - |
Intangible and Other Assets (Ta
Intangible and Other Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of 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 March 31, December 31, Estimated 2022 2021 Useful Life Intangible assets subject to amortization: Tradenames and trademarks $ 417 $ 417 2.5 8.0 Accreditations 75 75 5.0 Customer relationships 3,664 3,664 3.0 15.0 Patents 970 970 4.0 Non-compete agreements 121 121 5.0 Intangible and other assets, gross 5,247 5,247 Less accumulated amortization 3,246 3,154 Intangible and other assets, net 2,001 2,093 Tradenames/trademarks (not subject to amortization) 465 465 Intangible assets 2,466 2,558 Other assets 25 23 Intangible and other assets: $ 2,491 $ 2,581 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of 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 March 31, December 31, 2022 2021 Income and sales taxes payable $ 376 $ 185 Payroll related accruals 412 288 Customer deposits 101 76 Professional fees and other expenses 435 161 Accrued expenses and other current liabilities $ 1,324 $ 710 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense | The amount of stock-based compensation expense is as follows (amounts in thousands): Schedule of Stock-based Compensation Expense Three months ended March 31, 2022 2021 Stock options $ 31 $ 24 Stock awards 20 - Restricted stock awards - 1 Total $ 51 $ 25 |
Schedule of Unrecognized Compensation Cost from Unvested Awards | 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 2022 (remaining nine months) $ 67 $ - $ 67 2023 40 - 40 2024 11 - 11 $ 118 $ - $ 118 |
Schedule of Stock Option Activity | Stock option activity under our Equity Incentive Plans is summarized as follows: Schedule of Stock Option Activity 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, 2021 100,235 $ 8.36 $ 7.53 5.88 $ 620,445 Granted - $ - $ - - Exercised - $ - $ - - Expired/Forfeited - $ - $ - - Outstanding, March 31, 2022 100,235 $ 8.36 $ 7.53 5.63 $ 365,787 Exercisable, March 31, 2022 79,587 $ 7.03 $ 6.85 4.75 $ 351,711 Unvested, March 31, 2022 20,648 $ 13.50 $ 10.14 9.04 $ 14,076 |
Schedule of Restricted Stock Activity Under Equity Incentive Plan | Non-vested stock award activity under our Equity Incentive Plans is summarized as follows: Schedule of Restricted Stock Activity Under Equity Incentive Plan Weighted avg. Number of grant date options fair value Non-vested shares, December 31, 2021 - $ - Granted 1,500 $ 13.45 Vested (1,500 ) $ 13.45 Forfeited - $ - Non-vested shares, March 31, 2022 - $ - |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenues Disaggregated by Revenue | Revenue attributable to each of our identified revenue categories is disaggregated in the table below (amounts in thousands). Schedule of Revenues Disaggregated by Revenue Three months ended March 31, 2022 Three months ended March 31, 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 $ 3,784 $ - $ - $ 3,784 $ 3,263 $ - $ - $ 3,263 Product sales 1,007 - - 1,007 724 - - 724 Software and related consulting revenue - 1,365 - 1,365 - 453 - 453 Total revenues $ 4,791 $ 1,365 $ - $ 6,156 $ 3,987 $ 453 $ - $ 4,440 |
Schedule of Changes in Contract with Customer Liabilities | The following table reflects the changes in our contract liabilities during the three month period ended March 31, 2022 (amounts in thousands): Schedule of Changes in Contract with Customer Liabilities Deferred revenue: Unearned revenue December 31, 2021 $ 1,513 Unearned billings 1,771 Revenue recognized (2,007 ) Unearned revenue March 31, 2022 $ 1,277 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases | |
Schedule of Lease Expense | The components of lease expense were as follows (amounts in thousands): Schedule of Lease Expense Three months ended March 31, 2022 2021 Operating lease cost $ 123 $ 116 Finance lease cost Amortization of assets 2 2 Interest on finance lease obligations 1 1 Variable lease cost - - Total net lease cost $ 126 $ 119 |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows (amounts in thousands): Schedule of Supplemental Balance Sheet Information Related to Leases March 31, 2022 December 31, 2021 Operating leases: Related Party Other Total Related Party Other Total Operating lease ROU assets $ 2,518 $ 203 $ 2,721 $ 2,568 $ 230 $ 2,798 Current operating lease liabilities $ 206 $ 108 $ 314 $ 201 $ 112 $ 313 Noncurrent operating lease liabilities 2,826 115 2,941 2,880 140 3,020 Total operating lease liabilities $ 3,032 $ 223 $ 3,255 $ 3,081 $ 252 $ 3,333 March 31, 2022 December 31, 2021 Finance leases: Property and equipment, at cost $ 51 $ 51 Accumulated amortization (28 ) (26 ) Property and equipment, net $ 23 $ 25 Current obligations of finance leases $ 12 $ 13 Finance leases, net of current obligations 17 19 Total finance lease liabilities $ 29 $ 32 Weighted average remaining lease term (in years): Operating leases 8.9 9.1 Finance leases 2.9 3.1 Weighted average discount rate: Operating leases 5.7 % 5.7 % Finance leases 11.1 % 11.5 % |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow and other information related to leases was as follows (amounts in thousands): Schedule of Supplemental Cash Flow Information Related to Leases Three months ended March 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 125 $ 114 Operating cash flows from finance leases $ 1 $ 1 Financing cash flows from finance leases $ 3 $ 3 ROU assets obtained in exchange for lease liabilities: Operating leases $ 3,110 $ 3,531 |
Schedule of Maturities of Operating Lease and Finance Lease Liabilities | 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 (nine remaining months) $ 369 $ 11 2023 480 10 2024 419 5 2025 417 6 2026 430 - Thereafter 2,078 - Total lease payments 4,193 32 Less amount representing interest (938 ) (3 ) Total lease obligations 3,255 29 Less current portion (314 ) (12 ) Long-term lease obligations $ 2,941 $ 17 |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Operating Segments | 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 March 31, 2022 Three months ended March 31, 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 14,860 3,815 (1,267 ) 17,408 17,545 2,891 (3,694 ) 16,742 Total assets $ 16,807 $ 4,814 $ (1,267 ) $ 20,354 $ 19,492 $ 3,890 $ (3,694 ) $ 19,688 Revenues: Verification and certification service revenue $ 3,784 $ - $ - $ 3,784 $ 3,263 $ - $ - $ 3,263 Product sales 1,007 - - 1,007 724 - - 724 Software and related consulting revenue - 1,365 - 1,365 - 453 - 453 Total revenues $ 4,791 $ 1,365 $ - $ 6,156 $ 3,987 $ 453 $ - $ 4,440 Costs of revenues: Costs of verification and certification services 2,036 - - 2,036 1,793 - - 1,793 Costs of products 537 - - 537 457 - - 457 Costs of software and related consulting - 1,186 - 1,186 - 328 - 328 Total costs of revenues 2,573 1,186 - 3,759 2,250 328 - 2,578 Gross profit 2,218 179 - 2,397 1,737 125 - 1,862 Depreciation & amortization 145 50 - 195 151 51 - 202 Other operating expenses 1,513 66 - 1,579 1,479 92 - 1,571 Segment operating income/(loss) $ 560 $ 63 $ - $ 623 $ 107 $ (18 ) $ - $ 89 Other items to reconcile segment operating income (loss) to net income/(loss): Other income / (expense) 49 (12 ) - 37 35 - 1,037 1,072 Income tax expense - - (163 ) (163 ) - - (11 ) (11 ) Net income/(loss) $ 609 $ 51 $ (163 ) $ 497 $ 142 $ (18 ) $ 1,026 $ 1,150 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | Schedule of Supplemental Cash Flow Information Three months ended March 31, (Amounts in thousands) 2022 2021 Cash paid during the year: Interest expense $ - $ 1 Income taxes $ - $ - |
Schedule of Reconciliation of B
Schedule of Reconciliation of Basic and Diluted Income Per Share Computations (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Basic: | ||
Weighted average shares outstanding | 6,067 | 6,136 |
Diluted: | ||
Weighted average shares outstanding | 6,067 | 6,136 |
Weighted average effects of dilutive securities | 83 | 95 |
Total | 6,150 | 6,231 |
Antidilutive securities: | 17 |
Investment in Progressive Bee_2
Investment in Progressive Beef, LLC (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Investments, All Other Investments [Abstract] | ||
Dividend income | $ 50 | $ 30 |
Schedule of Intangible and Othe
Schedule of Intangible and Other Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Intangible assets subject to amortization: | ||
Intangible and other assets, gross | $ 5,247 | $ 5,247 |
Less accumulated amortization | 3,246 | 3,154 |
Intangible and other assets, net | 2,001 | 2,093 |
Tradenames/trademarks (not subject to amortization) | 465 | 465 |
Intangible assets | 2,466 | 2,558 |
Other assets | 25 | 23 |
Intangible and other assets: | 2,491 | 2,581 |
Trademarks and Trade Names [Member] | ||
Intangible assets subject to amortization: | ||
Intangible and other assets, gross | $ 417 | 417 |
Minimum [Member] | Trademarks and Trade Names [Member] | ||
Intangible assets subject to amortization: | ||
Estimated useful lives of intangible assets | 2 years 6 months | |
Minimum [Member] | Customer Relationships [Member] | ||
Intangible assets subject to amortization: | ||
Estimated useful lives of intangible assets | 3 years | |
Maximum [Member] | Trademarks and Trade Names [Member] | ||
Intangible assets subject to amortization: | ||
Estimated useful lives of intangible assets | 8 years | |
Maximum [Member] | Customer Relationships [Member] | ||
Intangible assets subject to amortization: | ||
Estimated useful lives of intangible assets | 15 years | |
Accreditations [Member] | ||
Intangible assets subject to amortization: | ||
Intangible and other assets, gross | $ 75 | 75 |
Estimated useful lives of intangible assets | 5 years | |
Customer Relationships [Member] | ||
Intangible assets subject to amortization: | ||
Intangible and other assets, gross | $ 3,664 | 3,664 |
Patents [Member] | ||
Intangible assets subject to amortization: | ||
Intangible and other assets, gross | $ 970 | 970 |
Estimated useful lives of intangible assets | 4 years | |
Noncompete Agreements [Member] | ||
Intangible assets subject to amortization: | ||
Intangible and other assets, gross | $ 121 | $ 121 |
Estimated useful lives of intangible assets | 5 years |
Schedule of Accrued Expenses an
Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Income and sales taxes payable | $ 376 | $ 185 |
Payroll related accruals | 412 | 288 |
Customer deposits | 101 | 76 |
Professional fees and other expenses | 435 | 161 |
Accrued expenses and other current liabilities | $ 1,324 | $ 710 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Line of Credit Facility [Line Items] | ||
Working capital | $ 75,080 | |
Line of credit, current | $ 0 | $ 0 |
Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Revolving line of credit maturity date | Apr. 12, 2025 | |
Interest rate, basis spread | 1.50% | |
Line of credit, interest rate | 5.00% | 4.75% |
Schedule of Stock-based Compens
Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total | $ 51 | $ 25 |
Share-Based Payment Arrangement, Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total | 31 | 24 |
Employee Stock Award [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total | 20 | |
Restricted Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total | $ 1 |
Schedule of Unrecognized Compen
Schedule of Unrecognized Compensation Cost from Unvested Awards (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unvested stock options | $ 118 |
Unvested restricted stock awards | |
Total unrecognized compensation expense | 118 |
2022 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unvested stock options | 67 |
Unvested restricted stock awards | |
Total unrecognized compensation expense | 67 |
2023 [Member} | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unvested stock options | 40 |
Unvested restricted stock awards | |
Total unrecognized compensation expense | 40 |
2024 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unvested stock options | 11 |
Unvested restricted stock awards | |
Total unrecognized compensation expense | $ 11 |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Share-Based Payment Arrangement [Abstract] | |
Number of awards, Beginning balance | shares | 100,235 |
Weighted avg exercise price per share, Beginning balance | $ 8.36 |
Weighted avg grant date fair value per share, Beginning Balance | $ 7.53 |
Weighted avg remaining contractual life (in years), Beginning Balance | 5 years 10 months 17 days |
Aggregate intrinsic value, Beginning balance | $ | $ 620,445 |
Number of awards, Granted | shares | |
Weighted avg exercise price per share, Granted | |
Weighted avg grant date fair value per share, Granted | |
Weighted avg remaining contractual life (in years), Granted | |
Number of awards, Exercised | shares | |
Weighted avg exercise price per share, Exercised | |
Weighted avg grant date fair value per share, Exercised | |
Weighted avg remaining contractual life (in years), Exercised | |
Number of awards, Expired/Forfeited | shares | |
Weighted avg exercise price per share, Expired/Forfeited | |
Weighted avg grant date fair value per share, Expired/Forfeited | |
Weighted avg remaining contractual life (in years), Expired/Forfeited | |
Number of awards, Ending balance | shares | 100,235 |
Weighted avg exercise price per share, Ending Balance | $ 8.36 |
Weighted avg grant date fair value per share, Ending Balance | $ 7.53 |
Weighted avg remaining contractual life (in years), Ending Balance | 5 years 7 months 17 days |
Aggregate intrinsic value, Ending balance | $ | $ 365,787 |
Number of awards, Exercisable | shares | 79,587 |
Weighted avg exercise price per share, Exercisable | $ 7.03 |
Weighted avg grant date fair value per share, Exercisable | $ 6.85 |
Weighted avg remaining contractual life (in years), Exercisable | 4 years 9 months |
Aggregate intrinsic value, Exercisable | $ | $ 351,711 |
Number of awards, Unvested | shares | 20,648 |
Weighted avg exercise price per share, Unvested | $ 13.50 |
Weighted avg grant date fair value per share, Unvested | $ 10.14 |
Weighted avg remaining contractual life (in years), Unvested | 9 years 14 days |
Aggregate intrinsic value, Unvested | $ | $ 14,076 |
Schedule of Restricted Stock Ac
Schedule of Restricted Stock Activity Under Equity Incentive Plan (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share-Based Payment Arrangement [Abstract] | |
Number of options, Non-vested shares, beginning balance | shares | |
Weighted avg grant date fair value, beginning balance | $ / shares | |
Number of options, Non-vested shares, Granted | shares | 1,500 |
Weighted avg grant date fair value, Granted | $ / shares | $ 13.45 |
Number of options, Non-vested shares, Vested | shares | (1,500) |
Weighted avg grant date fair value, Vested | $ / shares | $ 13.45 |
Number of options, Non-vested shares, Forfeited | shares | |
Weighted avg grant date fair value, Forfeited | $ / shares | |
Number of options, Non-vested shares, ending balance | shares | |
Weighted avg grant date fair value, ending balance | $ / shares |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - Employees [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Number of shares awards outstanding | 1,500,000 | 0 |
Stock options exercise price per share | $ 13.45 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit | $ 163 | $ 11 |
Schedule of Revenues Disaggrega
Schedule of Revenues Disaggregated by Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues: | ||
Total revenues | $ 6,156 | $ 4,440 |
Service [Member] | ||
Revenues: | ||
Total revenues | 3,784 | 3,263 |
Product Sales [Member] | ||
Revenues: | ||
Total revenues | 1,007 | 724 |
Softwarer related consulting service revenue [member] | ||
Revenues: | ||
Total revenues | 1,365 | 453 |
Verification and Certification Segment [Member] | ||
Revenues: | ||
Total revenues | 4,791 | 3,987 |
Verification and Certification Segment [Member] | Service [Member] | ||
Revenues: | ||
Total revenues | 3,784 | 3,263 |
Verification and Certification Segment [Member] | Product Sales [Member] | ||
Revenues: | ||
Total revenues | 1,007 | 724 |
Verification and Certification Segment [Member] | Softwarer related consulting service revenue [member] | ||
Revenues: | ||
Total revenues | ||
Software Sales and Related Consulting Segment [Member] | ||
Revenues: | ||
Total revenues | 1,365 | 453 |
Software Sales and Related Consulting Segment [Member] | Service [Member] | ||
Revenues: | ||
Total revenues | ||
Software Sales and Related Consulting Segment [Member] | Product Sales [Member] | ||
Revenues: | ||
Total revenues | ||
Software Sales and Related Consulting Segment [Member] | Softwarer related consulting service revenue [member] | ||
Revenues: | ||
Total revenues | 1,365 | 453 |
Eliminations and Other [Member] | ||
Revenues: | ||
Total revenues | ||
Eliminations and Other [Member] | Service [Member] | ||
Revenues: | ||
Total revenues | ||
Eliminations and Other [Member] | Product Sales [Member] | ||
Revenues: | ||
Total revenues | ||
Eliminations and Other [Member] | Softwarer related consulting service revenue [member] | ||
Revenues: | ||
Total revenues |
Schedule of Changes in Contract
Schedule of Changes in Contract with Customer Liabilities (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Deferred revenue: | |
Unearned revenue December 31, 2021 | $ 1,513 |
Unearned billings | 1,771 |
Revenue recognized | (2,007) |
Unearned revenue March 31, 2022 | $ 1,277 |
Revenue Recognition (Details Na
Revenue Recognition (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable from contracts with customers, net of allowance for doubtful accounts | $ 2,200 | $ 2,200 |
Deferred revenue from contracts with customers | $ 1,277 | $ 1,513 |
Schedule of Lease Expense (Deta
Schedule of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases | ||
Operating lease cost | $ 123 | $ 116 |
Amortization of assets | 2 | 2 |
Interest on finance lease obligations | 1 | 1 |
Variable lease cost | ||
Total net lease cost | $ 126 | $ 119 |
Schedule of Supplemental Balanc
Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Operating leases: | ||
Operating lease ROU assets | $ 2,721 | $ 2,798 |
Current operating lease liabilities | 314 | 313 |
Noncurrent operating lease liabilities | 2,941 | 3,020 |
Total operating lease liabilities | 3,255 | 3,333 |
Finance leases: | ||
Property and equipment, at cost | 51 | 51 |
Accumulated amortization | (28) | (26) |
Property and equipment, net | 23 | 25 |
Current obligations of finance leases | 12 | 13 |
Finance leases, net of current obligations | 17 | 19 |
Total finance lease liabilities | $ 29 | $ 32 |
Weighted average remaining lease term (in years): | ||
Weighted average remaining operating lease term (in years) | 8 years 10 months 24 days | 9 years 1 month 6 days |
Weighted average remaining finance lease term (in years) | 2 years 10 months 24 days | 3 years 1 month 6 days |
Weighted average discount rate: | ||
Operating leases | 5.70% | 5.70% |
Finance leases | 11.10% | 11.50% |
Related Party [Member] | ||
Operating leases: | ||
Operating lease ROU assets | $ 2,518 | $ 2,568 |
Current operating lease liabilities | 206 | 201 |
Noncurrent operating lease liabilities | 2,826 | 2,880 |
Total operating lease liabilities | 3,032 | 3,081 |
Other [Member] | ||
Operating leases: | ||
Operating lease ROU assets | 203 | 230 |
Current operating lease liabilities | 108 | 112 |
Noncurrent operating lease liabilities | 115 | 140 |
Total operating lease liabilities | $ 223 | $ 252 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 125 | $ 114 |
Operating cash flows from finance leases | 1 | 1 |
Financing cash flows from finance leases | 3 | 3 |
ROU assets obtained in exchange for lease liabilities: | ||
Operating leases | $ 3,110 | $ 3,531 |
Schedule of Maturities of Opera
Schedule of Maturities of Operating Lease and Finance Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Leases | ||
Operating Leases, 2022 (nine remaining months) | $ 369 | |
Finance Leases, 2022 (nine remaining months) | 11 | |
Operating Leases, 2023 | 480 | |
Finance Leases, 2023 | 10 | |
Operating Leases, 2024 | 419 | |
Finance Leases, 2024 | 5 | |
Operating Leases, 2025 | 417 | |
Finance Leases, 2025 | 6 | |
Operating Leases, 2026 | 430 | |
Finance Leases, 2026 | ||
Operating Leases, Thereafter | 2,078 | |
Finance Leases, Thereafter | ||
Operating Leases, Total lease payments | 4,193 | |
Finance Leases, Total lease payments | 32 | |
Operating Leases, Less amount representing interest | (938) | |
Finance Leases, Less amount representing interest | (3) | |
Operating Leases, Total lease obligations | 3,255 | $ 3,333 |
Finance Leases, Total lease obligations | 29 | 32 |
Operating Leases, Less current portion | (314) | (313) |
Finance Leases, Less current portion | (12) | (13) |
Operating Leases, Long-term lease obligations | 2,941 | 3,020 |
Finance Leases, Long-term lease obligations | $ 17 | $ 19 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Lessee, Lease, Description [Line Items] | ||
Operating lease cost | $ 123 | $ 116 |
The Move, LLC [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Noncontrolling interest, ownership percentage by parent | 24.30% | |
Corporate Headquarters [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease cost | $ 100 | $ 100 |
Schedule of Operating Segments
Schedule of Operating Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Assets: | ||
Goodwill | $ 2,946 | $ 2,946 |
All other assets, net | 17,408 | 16,742 |
Total assets | 20,354 | 19,688 |
Revenues: | ||
Total revenues | 6,156 | 4,440 |
Costs of revenues: | ||
Total costs of revenues | 3,759 | 2,578 |
Gross profit | 2,397 | 1,862 |
Depreciation & amortization | 195 | 202 |
Other operating expenses | 1,579 | 1,571 |
Segment operating income/(loss) | 623 | 89 |
Other items to reconcile segment operating income (loss) to net income/(loss): | ||
Other income / (expense) | 37 | 1,072 |
Income tax expense | (163) | (11) |
Net income/(loss) | 497 | 1,150 |
Service [Member] | ||
Revenues: | ||
Total revenues | 3,784 | 3,263 |
Costs of revenues: | ||
Total costs of revenues | 2,036 | 1,793 |
Product [Member] | ||
Revenues: | ||
Total revenues | 1,007 | 724 |
Costs of revenues: | ||
Total costs of revenues | 537 | 457 |
License and Service [Member] | ||
Revenues: | ||
Total revenues | 1,365 | 453 |
Costs of revenues: | ||
Total costs of revenues | 1,186 | 328 |
Verification and Certification Segment [Member] | ||
Assets: | ||
Goodwill | 1,947 | 1,947 |
All other assets, net | 14,860 | 17,545 |
Total assets | 16,807 | 19,492 |
Revenues: | ||
Total revenues | 4,791 | 3,987 |
Costs of revenues: | ||
Total costs of revenues | 2,573 | 2,250 |
Gross profit | 2,218 | 1,737 |
Depreciation & amortization | 145 | 151 |
Other operating expenses | 1,513 | 1,479 |
Segment operating income/(loss) | 560 | 107 |
Other items to reconcile segment operating income (loss) to net income/(loss): | ||
Other income / (expense) | 49 | 35 |
Income tax expense | ||
Net income/(loss) | 609 | 142 |
Verification and Certification Segment [Member] | Service [Member] | ||
Revenues: | ||
Total revenues | 3,784 | 3,263 |
Costs of revenues: | ||
Total costs of revenues | 2,036 | 1,793 |
Verification and Certification Segment [Member] | Product [Member] | ||
Revenues: | ||
Total revenues | 1,007 | 724 |
Costs of revenues: | ||
Total costs of revenues | 537 | 457 |
Verification and Certification Segment [Member] | License and Service [Member] | ||
Revenues: | ||
Total revenues | ||
Costs of revenues: | ||
Total costs of revenues | ||
Software Sales and Related Consulting Segment [Member] | ||
Assets: | ||
Goodwill | 999 | 999 |
All other assets, net | 3,815 | 2,891 |
Total assets | 4,814 | 3,890 |
Revenues: | ||
Total revenues | 1,365 | 453 |
Costs of revenues: | ||
Total costs of revenues | 1,186 | 328 |
Gross profit | 179 | 125 |
Depreciation & amortization | 50 | 51 |
Other operating expenses | 66 | 92 |
Segment operating income/(loss) | 63 | (18) |
Other items to reconcile segment operating income (loss) to net income/(loss): | ||
Other income / (expense) | (12) | |
Income tax expense | ||
Net income/(loss) | 51 | (18) |
Software Sales and Related Consulting Segment [Member] | Service [Member] | ||
Revenues: | ||
Total revenues | ||
Costs of revenues: | ||
Total costs of revenues | ||
Software Sales and Related Consulting Segment [Member] | Product [Member] | ||
Revenues: | ||
Total revenues | ||
Costs of revenues: | ||
Total costs of revenues | ||
Software Sales and Related Consulting Segment [Member] | License and Service [Member] | ||
Revenues: | ||
Total revenues | 1,365 | 453 |
Costs of revenues: | ||
Total costs of revenues | 1,186 | 328 |
Eliminations and Other [Member] | ||
Assets: | ||
Goodwill | ||
All other assets, net | (1,267) | (3,694) |
Total assets | (1,267) | (3,694) |
Revenues: | ||
Total revenues | ||
Costs of revenues: | ||
Total costs of revenues | ||
Gross profit | ||
Depreciation & amortization | ||
Other operating expenses | ||
Segment operating income/(loss) | ||
Other items to reconcile segment operating income (loss) to net income/(loss): | ||
Other income / (expense) | 1,037 | |
Income tax expense | (163) | (11) |
Net income/(loss) | (163) | 1,026 |
Eliminations and Other [Member] | Service [Member] | ||
Revenues: | ||
Total revenues | ||
Costs of revenues: | ||
Total costs of revenues | ||
Eliminations and Other [Member] | Product [Member] | ||
Revenues: | ||
Total revenues | ||
Costs of revenues: | ||
Total costs of revenues | ||
Eliminations and Other [Member] | License and Service [Member] | ||
Revenues: | ||
Total revenues | ||
Costs of revenues: | ||
Total costs of revenues |
Segments (Details Narrative)
Segments (Details Narrative) | 3 Months Ended |
Mar. 31, 2022Integer | |
Segment Reporting [Abstract] | |
Number of operating segment | 1 |
Schedule of Supplemental Cash_2
Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash paid during the year: | ||
Interest expense | $ 1 | |
Income taxes |