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8-K - CURRENT REPORT - Where Food Comes From, Inc.wfcf-8k_030414.htm
EX-99.2 - TRANSCRIPT FOR CONFERENCE CALL - Where Food Comes From, Inc.ex99-2.htm

 

Where Food Comes From, Inc. 8-K

Exhibit 99.1

 

FOR IMMEDIATE RELEASE NEWS
March 4, 2014 OTCQB: WFCF

 

Where Food Comes From®, Inc. Reports Fourth Quarter and Full Year Results

 

Fourth quarter revenue up 39% to $1.8 million from $1.3 million last year

 

Full year revenue up 5% to $5.5 million from $5.3 million in prior year

 

Company adds 4,000 new producer customers through M&A and strategic partnership deals during 2013

 

CASTLE ROCK, Colo. – Where Food Comes From, Inc. (d.b.a. IMI Global, Inc.) (OTCQB: WFCF), the trusted resource for third-party verification of food production practices, today announced results for its fourth quarter and full year period ended December 31, 2013.

 

“We are pleased to report renewed revenue growth in both the fourth quarter and 12-month period,” said John Saunders, chairman and CEO. “This growth reflects M&A activity along with increased demand for the Company’s non-hormone treated cattle (NHTC) and Verified Natural Beef programs as well as an increase in source verifications in international markets. These growth factors combined to more than offset a sharp decline in Japanese age and source verification revenue in 2013 due to Japan’s easing of import restrictions. We believe most of the impact of Japan’s action will have been absorbed by the end of the first quarter of 2014 and that we can reestablish a consistent long-term revenue growth trend.

 

“While we continue to generate positive cash from operations and positive operating income, our bottom line has been impacted over the past year by M&A-related costs and expenses along with the effects of Japan. Our M&A activity, which included one acquisition and one strategic partnership, added more than 4,000 new customers and strengthened our position as the nation’s leader in verification in the food industry. With transaction costs behind us and as we progress through the integration process with these new businesses, we expect to achieve increased efficiencies and improved profitability over the long term.”

 

Fourth Quarter Results

 

Fourth quarter revenue increased 39% to $1,797,000 from revenue of $1,289,700 in the fourth quarter last year. Verification services revenue was $1,583,800, up 48% from $1,073,000 year-over-year, while hardware revenue, consisting primarily of cattle identification tags, was down slightly to $179,200 from $183,100 due to fewer ear tags sold in conjunction with age and source verification for Japan. Labeling revenue in the fourth quarter was up slightly to $34,000 from $33,600 in the same quarter last year.

 

Gross profit in the fourth quarter increased 14% to $798,400 from $700,100 year over year. Selling, general and administrative expenses in the fourth quarter were $773,200, a 32% increase over $585,600 in the same quarter last year. The increase was primarily attributable to assumption of ongoing SG&A costs for Validus.

 

Net loss attributable to Where Food Comes From, Inc. in the fourth quarter was $11,300, or less than one cent per share, compared with net income of $140,300, or $0.01 cent per share, in the same quarter a year ago. The year-ago fourth quarter included an income tax benefit of $28,500.

 

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Full Year Results

 

2013 full year revenue increased 5% to $5,533,500 from $5,261,400 last year. Verification revenue increased 8% to $4,682,700 from $4,328,300 year over year. Hardware revenue was $723,400, down 11% from $809,100 a year ago. Revenue from Where Food Comes From labeling and other sources increased slightly to $127,300 from $124,000. The increase in verification revenue reflected M&A activity along with increased demand for the Company’s non-hormone treated cattle (NHTC) and Verified Natural Beef programs as well as an increase in source verifications in international markets. These growth factors combined to more than offset a sharp decline in Japanese age and source verification revenue in 2013.

 

Selling, general and administrative expense increased 14% in 2013 to $2,679,100 from $2,341,700. This increase reflected legal and advisory costs associated with the Validus acquisition, partially offset by general cost reduction measures undertaken by the Company.

 

Inclusive of $218,700 in transaction costs associated with the Validus acquisition, the Company reported a net loss attributable to Where Food Comes From, Inc. of $33,600, or less than one cent per share, versus net income of $870,400, or $0.04 per share, in the prior year. The 2012 net income of $870,400 included an income tax benefit of $391,500.

 

Balance Sheet Highlights

 

Cash and cash equivalents at December 31, 2013, totaled $1.1 million, which is up from $1.0 million in the third quarter of 2013 but down from $1.4 million at 2012 year-end due to cash consideration paid in the Validus acquisition and transaction costs associated with all M&A activity. Working capital was $1.5 million at 2013 year-end versus $1.7 million in working capital at the end of 2012.

 

Conference Call and Webcast

 

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

 

The call-in numbers for the conference call:

 

Domestic Toll Free: 1-866-225-8754

 

International: 1-480-629-9819

 

Conference ID: 4671682

 

Phone replay:

 

A telephone replay of the conference call will be available through April 4, 2014, as follows:

 

Domestic Toll Free: 1-800-406-7325

 

International: 1-303-590-3030

 

Conference Code: 4671682

 

About Where Food Comes From, Inc. 

Where Food Comes From, Inc. (d.b.a. IMI Global) is America’s trusted resource for third party verification of food production practices. The Company supports more than 10,000 farmers, ranchers, processors, retailers and restaurants with a wide variety of value-added services through its IMI Global, International Certification Services, and Validus Verification Services units. In addition, the Company’s Where Food Comes From® retail and restaurant labeling program utilizes the verification of product attributes to connect consumers to the sources of the food they purchase through product labeling and web-based information sharing and education. Go to

 

www.wherefoodcomesfrom.com for additional information.

 

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CAUTIONARY STATEMENT

 

This news release contains "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, based on current expectations, estimates and projections that are subject to risk. Forward-looking statements are inherently uncertain, and actual events could differ materially from the Company’s predictions. Important factors that could cause actual events to vary from predictions include those discussed in our SEC filings. Specifically, statements in this news release about industry leadership; expectations to achieve profitable growth; the Company’s belief that most of the impact of changes in Japan’s import requirements has been absorbed; and the demand for, and impact and efficacy of, the Company’s and its subsidiaries’ products and services on the marketplace are forward-looking statements that are subject to a variety of factors, including availability of capital, personnel and other resources; competition; governmental regulation of the agricultural industry; the market for beef and other commodities; and other factors. Financial results for the fourth quarter and twelve-month period are not necessarily indicative of future results. Readers should not place undue reliance on these forward-looking statements. The Company assumes no obligation to update its forward-looking statements to reflect new information or developments. For a more extensive discussion of the Company’s business, please refer to the Company’s SEC filings at www.sec.gov.

 

Company Contacts:

 

John Saunders 

Chief Executive Officer

303-895-3002

 

Jay Pfeiffer

Pfeiffer High Investor Relations, Inc.

 

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Where Food Comes From, Inc.

Statements of Income (Loss)

 

(Unaudited)

Three Months Ended
December 31,

  Year Ended
December 31,
   2013  2012  2013  2012
             
Revenues:                    
    Service revenues  1,583,762   1,073,011   4,682,738   4,328,277 
    Product sales   179,237    183,098    723,449    809,084 
    Other revenue   34,042    33,631    127,277    124,006 
    Total revenues   1,797,041    1,289,740    5,533,464    5,261,367 
                     
Costs of revenues:                    
    Labor and other costs of services   875,570    457,156    2,307,846    1,844,655 
    Costs of products   123,057    132,488    519,221    586,767 
    Total costs of revenues   998,627    589,644    2,827,067    2,431,422 
Gross profit   798,414    700,096    2,706,397    2,829,945 
Selling, general and administrative expenses   773,154    585,621    2,679,089    2,341,665 
Income from operations   25,260    114,475    27,308    488,280 
                     
Other expense (income):                    
    Interest expense   3,699    6,168    33,588    25,929 
    Gain on sale of marketable securities   —      263    —      (11,892)
    Gain on disposal of property and equipment   —      (3,208)   —      (3,208)
    Other income, net   (244)   (330)   (1,469)   (4,239)
                     
(Loss) income before income taxes   21,805    111,582    (4,811)   481,690 
Income tax benefit   10,355    (28,506)   (1,778)   (391,478)
Net (loss) income   11,450    140,088    (3,033)   873,168 
                     
Net income attributable to non-controlling interest   (22,765)   253    (30,527)   (2,810)
Net (loss) income attributable to Where Food Comes From, Inc.             (33,560)   870,358 
   (11,315)  140,341         
Net (loss) income per share:                    
    Basic  *   0.01   *   0.04 
    Diluted  *   0.01   *   0.04 
                     
Weighted average number of common shares outstanding:                    
    Basic   22,868,786    20,852,052    21,893,794    20,943,966 
    Diluted   22,686,786    20,880,391    21,839,794    21,678,858 

 

* Less than a penny ($0.01) per share

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Where Food Comes From, Inc.
Consolidated Balance Sheets
 
   
December 31,
   
December 31,
 
   
2013
   
2012
 
Assets
           
Current assets:
           
Cash and cash equivalents
  $ 1,067,537     $ 1,403,489  
Accounts receivable, net
    683,800       377,072  
Prepaid expenses and other current assets
    143,576       80,189  
Deferred tax assets
    190,184       242,944  
Total current assets
    2,085,097       2,103,694  
Property and equipment, net
    253,206       146,563  
Intangible and other assets, net
    1,716,115       303,810  
Goodwill
    1,279,762       532,997  
Long-term deferred tax assets
    480,294       277,177  
Total assets
  $ 5,814,474     $ 3,364,241  
                 
Liabilities and Equity
               
Current liabilities:
               
Accounts payable
  $ 277,633     $ 134,913  
Accrued expenses and other current liabilities
    56,091       58,808  
Customer deposits
    39,134       27,478  
Deferred revenue
    149,660       139,022  
Short-term debt and current portion of notes payable
    24,782       22,873  
Current portion of capital lease obligations
    4,173       5,506  
Total current liabilities
    551,473       388,600  
Capital lease obligations, net of current portion
    10,808       14,981  
Notes payable and other long-term debt, net of current portion
    165,755       191,106  
Notes payable, related party
          200,000  
Total liabilities
    728,036       794,687  
                 
Commitments and contingencies
               
                 
Contingently redeemable non-controlling interest
    1,018,396        
                 
Equity:
               
Preferred stock, $0.001 par value; 5,000,000 shares authorized;
none issued or outstanding
           
Common stock, $0.001 par value; 95,000,000 shares authorized; 23,233,483 (2013) and 21,837,046 (2012) shares issued, and 22,686,786 (2013) and 21,323,799 (2012) shares outstanding
    23,233       21,837  
Additional paid-in-capital
    5,216,327       3,668,556  
Treasury stock of 546,697 (2013) and 513,247 shares (2012)
    (150,849 )     (121,294 )
Accumulated deficit
    (1,321,100 )     (1,287,540 )
Total Where Food Comes From, Inc. equity
    3,767,611       2,281,559  
Non-controlling interest
    300,431       287,995  
Total equity
    4,068,042       2,569,554  
Total liabilities and equity
  $ 5,814,474     $ 3,364,241