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 June 30, 2018

 

☐

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

For the transition period from ____________ to _____________

 

Commission File No. 333-133624

 

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 ☒

 

The number of shares of the registrant’s common stock, $0.001 par value per share, outstanding as of August 8, 2018, was 24,805,169.

 

  

 

Where Food Comes From, Inc.
Table of Contents
June 30, 2018
Part 1 - Financial Information
Item 1.	Financial Statements			3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			28
Item 4.	Controls and Procedures			34
Part II - Other Information
Item 1.	Legal Proceedings			34
Item 1A.	Risk Factors			35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds			35
Item 6.	Exhibits			35

 

 

Where Food Comes From, Inc.

Consolidated Balance Sheets

		June 30,				December 31,
		2018				2017
Assets		(Unaudited)
Current assets:
Cash and cash equivalents		$	3,061,152			$	2,705,778
Accounts receivable, net of allowance			1,979,029				1,898,749
Short-term investments			749,110				743,206
Prepaid expenses and other current assets			242,306				245,073
Total current assets			6,031,597				5,592,806
Property and equipment, net			1,513,682				1,068,087
Intangible and other assets, net			3,754,305				3,948,530
Goodwill			2,624,690				2,652,250
Deferred tax assets, net			114,622				79,622
Total assets		$	14,038,896			$	13,341,295
Liabilities and Equity
Current liabilities:
Accounts payable		$	539,563			$	457,307
Accrued expenses and other current liabilities			664,328				555,129
Customer deposits and deferred revenue			1,135,034				851,185
Current portion of notes payable			9,803				9,446
Current portion of capital lease obligations			7,627				7,527
Total current liabilities			2,356,355				1,880,594
Notes payable, net of current portion			37,431				42,452
Capital lease obligations, net of current portion			21,580				25,419
Lease incentive obligation			141,771				147,189
Total liabilities			2,557,137				2,095,654
Commitments and contingencies (Note 9)
Contingently redeemable non-controlling interest			1,548,195				1,574,765
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; 25,190,338 (2018) and 24,972,684 (2017) shares issued, and 24,805,169 (2018) and 24,652,895 (2017) shares outstanding			25,190				24,972
Additional paid-in-capital			10,544,034				10,353,037
Treasury stock of 385,169 (2018) and 319,789 (2017) shares			(865,380	)			(724,530	)
Retained earnings			229,720				17,397
Total equity			9,933,564				9,670,876
Total liabilities and stockholders’ equity		$	14,038,896			$	13,341,295

 

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

 

 

Where Food Comes From, Inc.

 Consolidated Statements of Income

(Unaudited)

 

		Three months ended June 30,
		2018				2017
Revenues:
Verification and certification service revenue		$	3,507,757			$	2,925,298
Product sales			496,312				295,640
Software license, maintenance and support services revenue			263,316				130,234
Software-related consulting service revenue			170,923				150,910
Total revenues			4,438,308				3,502,082
Costs of revenues:
Costs of verification and certification services			1,850,555				1,573,858
Costs of products			319,970				179,133
Costs of software license, maintenance and support services			168,511				92,775
Costs of software-related consulting services			87,546				66,128
Total costs of revenues			2,426,582				1,911,894
Gross profit			2,011,726				1,590,188
Selling, general and administrative expenses			1,770,468				1,711,020
Income (loss) from operations			241,258				(120,832	)
Other expense (income):
Interest expense			1,315				154
Other income, net			(5,122	)			(7,970	)
Income (loss) before income taxes			245,065				(113,016	)
Income tax expense (benefit)			80,000				(52,000	)
Net income (loss)			165,065				(61,016	)
Net loss attributable to non-controlling interest			11,774				123,387
Net income attributable to Where Food Comes From, Inc.		$	176,839			$	62,371
Per share - net income attributable to Where Food Comes From, Inc.:
Basic		$	0.01			$	*
Diluted		$	0.01			$	*
Weighted average number of common shares outstanding:
Basic			24,718,430				24,664,882
Diluted			24,896,195				24,822,563

* less than $0.01 per share

 

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

 

 

Where Food Comes From, Inc.

 Consolidated Statements of Income

(Unaudited)

 

		Six months ended June 30,
		2018				2017
Revenues:
Verification and certification service revenue		$	6,303,951			$	5,479,933
Product sales			850,206				538,906
Software license, maintenance and support services revenue			550,760				289,498
Software-related consulting service revenue			354,193				267,693
Total revenues			8,059,110				6,576,030
Costs of revenues:
Costs of verification and certification services			3,301,164				2,831,231
Costs of products			545,945				332,999
Costs of software license, maintenance and support services			305,945				220,237
Costs of software-related consulting services			163,007				138,738
Total costs of revenues			4,316,061				3,523,205
Gross profit			3,743,049				3,052,825
Selling, general and administrative expenses			3,474,942				3,181,849
Income (loss) from operations			268,107				(129,024	)
Other expense (income):
Interest expense			2,394				316
Other income, net			(8,040	)			(9,298	)
Income (loss) before income taxes			273,753				(120,042	)
Income tax expense (benefit)			88,000				(49,000	)
Net income (loss)			185,753				(71,042	)
Net loss attributable to non-controlling interest			26,570				248,792
Net income attributable to Where Food Comes From, Inc.		$	212,323			$	177,750
Per share - net income attributable to Where Food Comes From, Inc.:
Basic		$	0.01			$	0.01
Diluted		$	0.01			$	0.01
Weighted average number of common shares outstanding:
Basic			24,683,264				24,656,398
Diluted			24,871,523				24,802,564

 

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

 

 

Where Food Comes From, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

 

		Six months ended June 30,
		2018				2017
Operating activities:
Net income (loss)		$	185,753			$	(71,042	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization			501,603				420,915
Lease incentive obligation			(5,418	)			(5,418	)
Stock-based compensation expense			80,021				89,470
Common stock issued for services rendered			—				25,000
Deferred tax expense (benefit)			(35,000	)			(82,000	)
Bad debt expense			10,097				10,249
Changes in operating assets and liabilities, net of effect from acquisitions:
Accounts receivable			(90,377	)			(138,570	)
Short-term investments			(5,904	)			(7,284	)
Prepaid expenses and other assets			2,767				(189,368	)
Accounts payable			82,256				94,814
Accrued expenses and other current liabilities			135,801				100,805
Customer deposits and deferred revenue			257,247				541,976
Net cash provided by operating activities			1,118,846				789,547
Investing activities:
Acquisition of Sow Organic			(450,000	)			—
Acquisition of A Bee Organic			—				(150,000	)
Purchases of property and equipment			(162,869	)			(20,563	)
Purchases of other long-term assets			(1,350	)			—
Net cash used in investing activities			(614,219	)			(170,563	)
Financing activities:
Repayments of notes payable			(4,664	)			—
Repayments of capital lease obligations			(3,739	)			(2,017	)
Proceeds from stock option exercise			—				8,168
Stock repurchase under Stock Buyback Plan			(140,850	)			(26,723	)
Net cash used in financing activities			(149,253	)			(20,572	)
Net change in cash			355,374				598,412
Cash at beginning of year			2,705,778				2,489,985
Cash at end of year		$	3,061,152			$	3,088,397

 

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

 

 

Where Food Comes From, Inc.

Consolidated Statement of Equity

Six months ended June 30, 2018

(Unaudited)

 

										Additional
		Common Stock								Paid-in				Treasury				Retained
		Shares				Amount				Capital				Stock				Earnings				Total
Balance at January 1, 2018			24,652,895			$	24,972			$	10,353,037			$	(724,530	)		$	17,397			$	9,670,876
Effect of acquisition fair value adjustment			—			$	—				(321,937	)		$	—			$	—				(321,937	)
Stock-based compensation expense			—				—				80,021				—				—				80,021
Issuance of common shares in acquisition of Sow Organic LLC			217,654				218				432,913				—				—				433,131
Repurchase of common shares under Stock Buyback Plan			(65,380	)			—				—				(140,850	)			—				(140,850	)
Net income attributable to Where Food Comes From, Inc.			—				—				—				—				212,323				212,323
Balance at June 30, 2018			24,805,169			$	25,190			$	10,544,034			$	(865,380	)		$	229,720			$	9,933,564

 

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

 

 

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 sustainability programs, compliance management and farming information management solutions to drive sustainable value creation. We employ a software-as-a-service (“SaaS”) revenue model that bundles annual software licenses with ongoing software enhancements and upgrades and a wide range of professional services that generate incremental revenue specific to the food and agricultural industry. 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, International Certification Services, Inc. (“ICS”), Validus Verifications Services, LLC (“Validus”), Sterling Solutions (“Sterling”), SureHarvest Services, Inc. (“SureHarvest”), A Bee Organic and our most recent acquisition, Sow Organic (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, 2017, included in our Form 10-K filed on April 2, 2018. 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. 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 quarter and year to date period ended June 30, 2018 are not necessarily indicative of the results to be expected for any other interim period of any future year.

 

 

Reclassifications

 

Certain prior year amounts have been reclassified to conform to current year presentation. Net income and shareholders’ equity were not affected by these reclassifications.

 

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 not listed below were assessed and determined to be either not applicable or are not expected to have a material impact on the consolidated financial statements.

 

Recently Adopted Accounting Pronouncements

 

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (ASC 606), which created a comprehensive, five-step model for revenue recognition that requires a company to recognize revenue to depict the transfer of promised goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. Under ASC 606, a company will be required to use more judgment and make more estimates when considering contract terms as well as relevant facts and circumstances when identifying performance obligations, estimating the amount of variable consideration in the transaction price and allocating the transaction price to each separate performance obligation. The Company adopted this standard on January 1, 2018 using the modified retrospective approach. Refer to Note 12, “Revenue,” for a further discussion on the adoption of ASC 606.

 

Recently Issued Accounting Pronouncements

 

In February 2016, the FASB issued ASU 2016-02, “Leases,” which will require lessees to recognize a right-of-use asset and a lease liability for all leases that are not short-term in nature. For a lessor, the accounting applied is also largely unchanged from previous guidance. The new rules will be effective for the Company in the first quarter of 2019. The Company is currently in the process of evaluating the impact of adoption of the new rules on the Company’s financial condition, results of operations and cash flows. Although the evaluation is ongoing, the Company expects that the adoption will impact the Company’s financial statements as the standard requires the recognition on the balance sheet of a right of use asset and corresponding lease liability. The Company is currently analyzing its contracts to determine whether they contain a lease under the revised guidance and has not quantified the amount of the asset and liability that will be recognized on the Company’s balance sheet.

 

In April 2017, the FASB has issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment,” which removes Step 2 from the goodwill impairment test. As a result, under the ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The Company is required to adopt the new standard in 2020. We continue to execute on our implementation plan and we are currently gathering lease data to derive the impact of the ASU on its financial statements. The adoption is anticipated to have a material impact on assets and liabilities due to the recognition of lease rights and obligations on the balance sheet effective January 1, 2019. However, we do not expect the adoption to have a material impact to our consolidated results of operations or statement of cash flows.

 

 

In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which simplifies the accounting for share-based payments made to nonemployees so the accounting for such payments is substantially the same as those made to employees. Under this ASU, share based awards to nonemployees will be measured at fair value on the grant date of the awards, entities will need to assess the probability of satisfying performance conditions if any are present, and awards will continue to be classified according to Accounting Standards Codification (“ASC”) 718 upon vesting which eliminates the need to reassess classification upon vesting, consistent with awards granted to employees. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and early adoption is permitted. We are in the process of evaluating the impact of adoption of this ASU on our consolidated financial statements.

 

Note 2 – Business Acquisitions

 

SureHarvest Acquisition

 

On December 28, 2016, we entered into an Asset Purchase Agreement (the “SureHarvest Purchase Agreement”), by and among the Company, SureHarvest Services LLC (the “Buyer” or “SureHarvest”); and SureHarvest, Inc., a California corporation (the “Seller” or “SureHarvest, Inc.”). We acquired substantially all the assets of the Seller. SureHarvest develops software and provides services related to sustainability measurement and benchmarking, traceability, verification and certification to the food and agriculture industries.

 

Pursuant to the SureHarvest Purchase Agreement, WFCF purchased the business assets of the Seller for total consideration of approximately $2.8 million, comprised of approximately $1,122,000 in cash and 850,852 shares of common stock of WFCF valued at approximately $1,534,900. Additionally, we issued the Seller a 40% membership interest in SureHarvest, with the Company holding a 60% interest.

 

Following the thirty-six-month anniversary of the effective date of the SureHarvest Purchase Agreement, the Company shall have the option, but not the obligation, to purchase all the units (the 40% interest) of SureHarvest held by the Seller, and the Seller shall have the option, but not the obligation, to require the Company to purchase all the units of SureHarvest held by the Seller. The purchase price for the units shall be equal to the amount the selling holders of the units would be entitled to receive upon a liquidation of SureHarvest assuming all of the assets of SureHarvest are sold for a purchase price equal to the product of eight and half times trailing twelve-month earnings before income taxes, depreciation and amortization, as defined, subject to an $8 million ceiling.

 

Because SureHarvest, Inc. at its option, can require the Company to purchase its 40% interest in SureHarvest, the SureHarvest non-controlling interest meets the definition of a contingently redeemable non-controlling interest. Redeemable non-controlling interests are presented at the greater of their carrying amount or redemption value at the end of each reporting period and are shown as a separate caption between liabilities and equity (mezzanine section) in the accompanying consolidated balance sheet.

 

A Bee Organic Acquisition

 

On May 30, 2017, we acquired A Bee Organic for $150,000 in cash and 45,684 shares of common stock of WFCF valued at approximately $98,000 based on the closing price of our stock on May 30, 2017, of $2.15 per share. The acquisition primarily consisted of the existing customer relationships and represents further expansion of our verification and certification solutions into hydroponics/aquaponics and apiary spaces. We believe the total consideration paid approximates the fair value of the assets acquired. We have allocated the total consideration to our identifiable intangible assets to be amortized over an estimated useful life of 8 years.

 

 

Sow Organic Acquisition

 

On May 16, 2018, we acquired Sow Organic for $450,000 in cash and 217,654 shares of common stock of WFCF valued at approximately $433,100 based on the closing price of our stock on May 16, 2018, of $1.99 per share. We believe the transaction adds complementary solutions and services. Sow Organic’s software as a service (SaaS) model allows organic certification bodies to automate and accelerate new customer onboarding by converting traditional paper-based processes to digital format, resulting in lower costs, improved workflow management and increased productivity. Sow Organic’s unique design allows certification bodies to digitize any certification scheme. Likewise, the software affords producers and handlers a more efficient way to become certified and to digitally manage their records on an ongoing basis, including completing annual certification requirements fully online. We intend to further develop the organic business opportunity and collaborate on a broader rollout of the solution to other certification markets where the tool is equally suited to improve efficiencies and reduce costs in the certification process. This transaction further strengthens our intellectual property portfolio, which we believe represents a distinct competitive advantage for the Company.

 

This acquisition did not materially affect the Company’s consolidated results of operations. The following table summarizes the preliminary purchase price allocated fair values assigned to the assets acquired in addition to the excess of the purchase price over the net assets acquired:

 

		May 16, 2018
Property and equipment		$	445,000
Indentifiable intangible assets			143,754
Excess attributable to goodwill			294,377
Total consideration		$	883,131

 

Excess attributable to goodwill reflects the excess over the identifiable intangible assets acquired based on the preliminary provisional allocation of the purchase price. Goodwill is primarily attributable to the operational and financial benefits expected to be realized from the acquisition, including cost saving synergies from operating efficiencies, future growth in bundling opportunities across divisions and brands, realized savings from a more sophisticated information technology infrastructure, and strategic advances from expansion of our intellectual property.

 

Out of Period Adjustment

 

For the periods prior to December 31, 2017, the Company discovered that a discount for the lack of marketability related to certain lock-up provisions within our purchase agreements had not been considered for stock issued in which the restriction exceeds one-year. The company evaluated the impact of not recording the discount in the Consolidated Balance Sheet in the historical period presented and concluded that the effect was immaterial. We corrected the immaterial error in the current period by recording an out-of-period adjustment for approximately $321,900 to decrease goodwill and additional paid-in-capital.

 

In evaluating the adjustment, we referred to the SEC Staff Accounting Bulletin (SAB) No. 99, including SAB Topic 1.M, which provides guidance on the assessment of materiality and states that “the omission or misstatement of an item in a financial report is material if, in the light of surrounding circumstances, the magnitude of the item is such that it is probable that the judgment of a reasonable person relying upon the report would have been changed or influenced by the inclusion or correction of the item.” We also referred to SAB 108 for guidance on considering the effects of prior year misstatements when quantifying misstatements in current year financial statements and the assessment of materiality.

 

Our analysis of the materiality of the adjustment was performed by reviewing quantitative and qualitative factors. We determined based on this analysis that the adjustment was not material to the current period and any prior periods.

 

 

Note 3 – 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:

 

		Three months ended June 30,								Six months ended June 30,
		2018				2017				2018				2017
Basic:
Weighted average shares outstanding			24,718,430				24,664,882				24,683,264				24,656,398
Diluted:
Weighted average shares outstanding			24,718,430				24,664,882				24,683,264				24,656,398
Weighted average effects of dilutive securities			177,765				157,681				188,259				146,166
Total			24,896,195				24,822,563				24,871,523				24,802,564
Antidilutive securities:			124,000				94,000				124,000				94,000

 

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.

 

 

Note 4 – Intangible and Other Assets

 

The following table summarizes our intangible and other assets:

 

		June 30,				December 31,				Estimated
		2018				2017				Useful Life
Intangible assets subject to amortization:
Tradenames and trademarks		$	292,307			$	282,307			2.5  - 8.0 years
Accreditations			85,395				97,706			5.0 years
Customer relationships			3,218,305				3,084,551			8.0 - 15.0 years
Beneficial lease arrangement			—				120,200			11.0 years
Patents			970,100				970,100			4.0 years
			4,566,107				4,554,864
Less accumulated amortization			1,290,347				1,084,879
			3,275,760				3,469,985
Tradenames/trademarks (not subject to amortization)			465,000				465,000
			3,740,760				3,934,985
Other			13,545				13,545
		$	3,754,305			$	3,948,530

 

In connection with our acquisition of ICS in 2012, we recorded a beneficial lease arrangement of $120,200 related to a 2,300-square foot building located on approximately ¾ acre in Medina, North Dakota. On January 12, 2018, the Company purchased the 2,300-square foot building and terminated the lease. The net book value of the beneficial lease arrangement at December 31, 2017 was approximately $56,500 and was fully amortized in January 2018.

 

Note 5 – Accrued Expenses and Other Current Liabilities

 

The following table summarizes our accrued expenses and other current liabilities as of:

 

		June 30,				December 31,
		2018				2017
Income and sales taxes payable		$	75,589			$	255,099
Payroll related accruals			372,967				148,408
Professional fees and other expenses			95,991				80,326
Deferred rent expense			119,781				71,296
		$	664,328			$	555,129

 

Note 6 – Notes Payable

 

Notes Payable consist of the following:

 

		June 30,				December 31,
		2018				2017
Vehicle note		$	47,234			$	51,898
Less current portion of notes payable and other long-term debt			(9,803	)			(9,446	)
Notes payable and other long-term debt		$	37,431			$	42,452

 

In September 2017, we entered into a note payable of $54,165 for the purchase of a vehicle. Interest and principal payments are due in equal monthly installments of $1,087 over five years beginning October 2017. This note bears an interest rate of 7.44% per annum and is fully secured by the vehicle.

 

 

Unison Revolving Line of Credit

 

The Company has a revolving line of credit (“LOC”) agreement which matures April 12, 2020. The LOC provides for $75,050 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 June 30, 2018, and December 31, 2017, the effective interest rate was 5.5%. The LOC is collateralized by all the business assets of ICS. As of June 30, 2018, and December 31, 2017, there were no amounts outstanding under this LOC.

 

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 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 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 income.

 

The amount of stock-based compensation expense is as follows:

 

		Three months ended June 30,								Six months ended June 30,
		2018				2017				2018				2017
Stock options		$	19,944			$	14,722			$	36,375			$	29,413
Restricted stock awards			22,175				29,691				43,646				60,057
Total		$	42,119			$	44,413			$	80,021			$	89,470

 

On March 8, 2018, the Company awarded stock options to purchase 25,000 shares of the Company’s common stock at an exercise price of $2.55 per share to one of our business consultants. The Company estimated the fair value of stock options using the Black-Scholes-Merton option pricing model with the following assumptions:

 

		2018				2017
Number of options awarded to purchase common shares		25,000				None
Risk-free interest rate		2.60%				N/A
Expected volatility		154.3%				N/A
Assumed dividend yield		N/A				N/A
Expected life of options from the date of grant		9.8 years				N/A

 

On July 9, 2018, the Company awarded stock options to purchase 70,750 shares of Company common stock to all eligible full-time employees, excluding the executive officers. The grant-date exercise price is $1.80 per share.

 

 

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

 

Years ended December 31st:			Unvested stock options				Unvested restricted stock awards				Total unrecognized compensation expense
2018 (remaining six months)				59,426				30,184				89,610
2019				115,223				15,674				130,897
2020				62,636				4,251				66,887
2021				24,272				706				24,978
			$	261,557			$	50,815			$	312,372

 

 

Equity Incentive Plans

 

Our 2016 Equity Incentive Plan (the “Equity Incentive Plan”) provides for the issuance of stock-based awards to employees, officers, directors and consultants. The Plan permits 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 Plan is summarized as follows:

 

			Number of awards				Weighted avg.  exercise price  per share				Weighted avg.  fair value  per share				Weighted avg.  remaining  contractual life  (in years)				Aggregate  intrinsic value
Outstanding, December 31, 2017				266,585			$	1.23			$	1.22				6.06			$	462,508
Granted				25,000			$	2.55			$	2.51				9.70
Exercised				—			$	—			$	—				—
Expired/Forfeited				—			$	—			$	—				—
Outstanding, June 30, 2018				291,585			$	1.34			$	1.33				5.92			$	173,810
Exercisable, June 30, 2018				203,914			$	1.02			$	1.03				4.68			$	173,810
Unvested, June 30, 2018				87,671			$	2.08			$	2.06				8.81			$	—

 

The aggregate intrinsic value represents the total pre-tax intrinsic value (the aggregate difference between the closing price of our common stock on June 30, 2018 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 June 30, 2018.

 

Restricted Stock Activity

 

Restricted stock activity under our Equity Incentive Plan is summarized as follows:

 

			Number of  options				Weighted avg. grant date fair value
Non-vested restricted shares, December 31, 2017				99,000			$	2.56
Granted				5,000			$	2.55
Vested				—			$	—
Forfeited				—			$	—
Non-vested restricted shares, June 30, 2018				104,000			$	2.56

 

Note 8 – Income Taxes

 

On December 22, 2017, the U.S. government enacted comprehensive tax legislation (the “Tax Act”), which significantly revises the ongoing U.S. corporate income tax law by lowering the U.S. federal corporate income tax rate from 35% to 21%, implementing a territorial tax system, imposing a one-time tax on foreign unremitted earnings and setting limitations on deductibility of certain costs, among other things.

 

The Company is subject to the provisions of the FASB ASC 740-10, Income Taxes, which requires that the effect on deferred tax assets and liabilities of a change in tax rates be recognized in the period the tax rate change was enacted. Due to the complexities involved in accounting for the recently enacted Tax Act, the U.S. Securities and Exchange Commission’s Staff Accounting Bulletin (“SAB”) 118 requires that the Company include in its financial statements the reasonable estimate of the impact of the Tax Act on earnings to the extent such estimate has been determined.

 

Pursuant to the SAB118, the Company is allowed a measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the related tax impacts. The final impact on the Company from the Tax Act’s transition tax legislation may differ from the aforementioned estimates due to the complexity of calculating and supporting with primary evidence. Such differences could be material, due to, among other things, changes in interpretations of the Tax Act, future legislative action to address questions that arise because of the Tax Act, changes in accounting standards for income taxes or related interpretations in response to the Tax Act, or any updates or changes to estimates the Company has utilized to calculate the transition tax’s reasonable estimate. The Company will continue to evaluate the impact of the U.S. Tax Act and will record any resulting tax adjustments during 2018.

 

The Company’s subsidiary, SureHarvest, is a California limited liability company (“LLC”). As an LLC, management believes SureHarvest is not subject to income taxes, and such taxes are the responsibility of the respective members.

 

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 June 30, 2018 we recorded income tax expense of $80,000 compared to an income tax benefit of $52,000 for the 2017 period. For the six months ended June 30, 2018 we recorded income tax expense of $88,000 compared to an income tax benefit of $49,000 for the 2017 period.

 

Note 9 – Commitments and Contingencies

 

Operating Leases & Lease Incentive Obligation

 

The Company relocated its headquarters within Castle Rock, Colorado, during the third quarter 2016 and entered into a new lease agreement for approximately 8,000 square feet of office space. This space is being leased from The Move, LLC in which our CEO and President, each a related party to the Company, have a 27% ownership interest. The lease agreement has an initial term of five years plus two renewal periods, which the Company is more likely than not to renew. In August 2017, the Company amended its lease agreement with The Move, LLC to provide for an additional 7,700 square feet of office space commencing on December 1, 2017. The additional space is currently not approved for occupancy. Total rental payments beginning December 1, 2017 increased from $18,000 to approximately $35,100 per month. The rental payments include common area charges and are subject to annual increases over the term of the lease. The Company recognizes rent expense on a straight-line basis over the non-cancelable lease term and option renewal periods. The resulting deferred rent is included in accrued expenses and other current liabilities on the consolidated balance sheet.

 

The Company recorded leasehold improvements of approximately $406,400, which included approximately $163,000 in lease incentives. Leasehold improvements are included in property and equipment on the consolidated balance sheets. Lease incentives have been included in other long-term liabilities and will reduce rent expense on a straight-line basis over 15 years. Lease incentives are excluded from minimum lease payments in the schedule below. In connection with the August 2017 amended lease agreement with The Move, LLC, the Company will receive an additional $230,000 in lease incentives to build-out the new additional square footage.

 

In September 2017, the Company entered into a new lease agreement for our Urbandale, Iowa office space. The lease is for a period of two years and expires on August 31, 2019. Rental payments are approximately $2,900 per month, which includes common area charges, and are subject to annual increases over the term of the lease.

 

The Company also owns approximately ¾ acre on which a 2,300-square foot building is located in Medina, North Dakota. Until January 12, 2018, the Company leased space in this building under a five-year lease with an expiration date of March 1, 2018. Under the lease, the Company was charged a monthly rental rate of approximately $150 plus all insurance, taxes and other costs based on actual expenses to maintain the building. On January 12, 2018, the Company purchased the 2,300-square foot building and terminated the lease. The purchase price of approximately $135,600 was funded by cash on hand.

 

In connection with our acquisition of SureHarvest, we added two locations in California: Soquel and Modesto. Our office space in Soquel expires on November 30, 2018 and requires rental payments of approximately $2,700 per month. In addition to primary rent, this lease requires additional payments for operating costs and other common area maintenance costs. The monthly rental payments for our leased space in Modesto is approximately $600 and the lease agreement is month-to-month.

 

 

As of June 30, 2018, future minimum lease payments for all operating leases are as follows:

 

Years ended December 31st:			Total
2018 (remaining six months)				254,913
2019				479,498
2020				468,620
2021				482,678
2022				497,159
Thereafter				4,927,253
Total lease commitments				7,110,121

 

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. We are not aware of any legal actions currently pending against us.

 

Contingently redeemable non-controlling interest

 

Contingently redeemable non-controlling interest on our consolidated balance sheet represents the non-controlling interest related to the SureHarvest acquisition, in which the non-controlling interest holder, at its election, can require the Company to purchase its 40% investment in SureHarvest.

 

The table below reflects the activity of the contingently redeemable non-controlling interest at June 30, 2018:

 

Balance, January 1, 2018		$	1,574,765
Net loss attributable to non-controlling interest in SureHarvest for the year to date period ended June 30, 2018			(26,570	)
Balance, June 30, 2018		$	1,548,195

 

The contingently redeemable non-controlling interest has been adjusted to the greater of the carrying value or redemption value as of each period end.

 

Note 10 - 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 services reportable segment. 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’s chief operating decision maker (the Company’s CEO) allocates resources and assesses the performance of its certification and verification services activities as one segment, which includes product sales.

 

Additionally, the Company determined that it also has a software sales and related consulting services segment. This segment includes software license, maintenance, support and software-related consulting service revenues.

 

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:

 

		Three months ended June 30, 2018												Three months ended June 30, 2017
		Verification and Certification Segment				Software Sales and Related Consulting Segment				Consolidated				Verification and Certification Segment				Software Sales and Related Consulting Segment				Consolidated
Revenues:
Verification and certification service revenue		$	3,507,757			$	—			$	3,507,757			$	2,925,298			$	—			$	2,925,298
Product sales			496,312				—				496,312				295,640				—				295,640
Software license, maintenance and support services revenue			—				263,316				263,316				—				130,234				130,234
Software-related consulting service revenue			—				170,923				170,923				—				150,910				150,910
Total revenues		$	4,004,069			$	434,239			$	4,438,308			$	3,220,938			$	281,144			$	3,502,082
Costs of revenues:
Costs of verification and certification services			1,850,555				—				1,850,555				1,573,858				—				1,573,858
Costs of products			319,970				—				319,970				179,133				—				179,133
Costs of software license, maintenance and support services			—				168,511				168,511				—				92,775				92,775
Costs of software-related consulting services			—				87,546				87,546				—				66,128				66,128
Total costs of revenues			2,170,525				256,057				2,426,582				1,752,991				158,903				1,911,894
Gross profit			1,833,544				178,182				2,011,726				1,467,947				122,241				1,590,188
Selling, general and administrative expenses			1,500,446				270,022				1,770,468				1,280,665				430,355				1,711,020
Segment operating income (loss)		$	333,098			$	(91,840	)		$	241,258			$	187,282			$	(308,114	)		$	(120,832	)

 

		Six months ended June 30, 2018												Six months ended June 30, 2017
		Verification and Certification Segment				Software Sales and Related Consulting Segment				Consolidated				Verification and Certification Segment				Software Sales and Related Consulting Segment				Consolidated
Revenues:
Verification and certification service revenue		$	6,303,951			$	—			$	6,303,951			$	5,479,933			$	—			$	5,479,933
Product sales			850,206				—				850,206				538,906				—				538,906
Software license, maintenance and support services revenue			—				550,760				550,760				—				289,498				289,498
Software-related consulting service revenue			—				354,193				354,193				—				267,693				267,693
Total revenues		$	7,154,157			$	904,953			$	8,059,110			$	6,018,839			$	557,191			$	6,576,030
Costs of revenues:
Costs of verification and certification services			3,301,164				—				3,301,164				2,831,231				—				2,831,231
Costs of products			545,945				—				545,945				332,999				—				332,999
Costs of software license, maintenance and support services			—				305,945				305,945				—				220,237				220,237
Costs of software-related consulting services			—				163,007				163,007				—				138,738				138,738
Total costs of revenues			3,847,109				468,952				4,316,061				3,164,230				358,975				3,523,205
Gross profit			3,307,048				436,001				3,743,049				2,854,609				198,216				3,052,825
Selling, general and administrative expenses			2,910,840				564,102				3,474,942				2,362,330				819,519				3,181,849
Segment operating income (loss)		$	396,208			$	(128,101	)		$	268,107			$	492,279			$	(621,303	)		$	(129,024	)

 

Note 11 – Supplemental Cash Flow Information

 

		Six months ended June 30,
		2018				2017
Cash paid during the year:
Interest expense		$	2,394			$	316
Income taxes		$	304,765			$	—
Non-cash investing and financing activities:
Common stock issued in connection with acquisition of Sow Organic		$	433,131			$	—
Common stock issued in connection with acquisition of A Bee Organic		$	—			$	98,221
Common stock issued for acquisition-related consulting fees		$	—			$	25,000

 

 

Note 12 – Revenue from Contracts with Customers

 

Impact of ASC 606 Adoption

 

On January 1, 2018, the Company adopted Accounting Standards Update, Topic 606, “Revenue from Contracts with Customers” (ASC 606) using the modified retrospective method of transition. Under this method of transition, we applied ASU 606 to all new contracts entered into on or after January 1, 2018 and all existing contracts for which all (or substantially all) of the revenue attributable to a contract had not been recognized under legacy revenue guidance as of January 1, 2018.

 

ASU 606 supersedes nearly all existing revenue recognition guidance under U.S. GAAP and includes a five-step process to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services.

 

The impact of adoption on our current period results is as follows:

 

		Six months ended June 30, 2018
		Under ASC 606				Under ASC 605				Increase / (Decrease)
Revenues:
Verification and certification service revenue		$	—			$	70,250			$	(70,250	)
Costs and expenses:
Cost of verification and certification services		$	—			$	70,250			$	(70,250	)
Gross profit		$	—			$	—			$	—
Net income (loss)		$	—			$	—			$	—
Retained earnings		$	—			$	—			$	—

 

Changes to verification and certification service revenue and costs of verification and certification services are due to the conclusion that fees collected on behalf of the Non-GMO Project related to the Company’s Non-GMO verification services should be excluded from the transaction price (and, thus, revenue), as these amounts are collected on behalf of a third party. This represents a change from our accounting practice under legacy revenue guidance of presenting these amounts on a gross basis in verification and certification service revenue, with an offsetting amount presented as an expense in costs of verification and certification services.

 

Revenue Recognition

 

Verification and Certification Segment

 

We offer a range of products and services to maintain identification, traceability, and verification systems. We conduct 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 generate revenue primarily from the sale of our verification solutions, consulting services and hardware sales. We sell our products and services directly to customers at various levels in the livestock and agricultural supply chains.

 

Verification and certification service revenue primarily consists of fees charged for verification audits and other verification services that the Company performs for customers.

 

A more detailed summary of our verification and certification services is included in the subsections below.

 

Animal Verification and Certification Services

 

Our animal verification and certification services contracts are generally structured in one of the following ways: (i) we commit to perform the required number of animal audits to verify a customer’s compliance with a standard or claim, or (ii) we commit to perform animal audit services at a fixed price by site or location type as requested by our customer during an annual period. These contract structures are discussed in more detail in the subsections below.

 

Contract to Provide Required Number of Animal Audit Services

 

For certain of our animal verification and certification services, we commit to perform the required number of location or site audits within our customer’s supply chain to verify customer’s compliance with a contractually-specified standard or claim. Each location or site audit is typically very short-term in nature, with a typical duration of one to two weeks. Upon completion of an audit, we provide the customer with an audit verification report for the specific site or location that was audited. Payment is made by customer upon completion of each site or location audit.

 

We generally enter into revenue contracts with a one-year term. Our customers generally have the right to terminate the contract without prejudice with thirty days’ written notice. We have determined that, as a result of the termination provisions present in these contracts, the accounting contract term is a thirty-day period, with each thirty-day time increment representing a separate accounting contract under ASC 606.

 

Furthermore, we have concluded that there is a single performance obligation that is a series comprised of each distinct location or site audit performed. Our customers are charged a standard daily rate for the provision of an audit based on scale of site operations and geographical location. Consideration attributable to each audit within the series is variable, as the number of days required to complete each audit is not known until performance of that audit occurs. We have concluded that it is appropriate to allocate variable consideration (that is, the number of days required to complete an audit) to each audit within the series. This is because the consideration that we earn for each audit relates specifically to our efforts to transfer to our customer that discrete audit, and the resulting audit opinion or verification report, for that specified site or location, and this allocation is consistent with the allocation objective as defined in ASC 606. As a result, instances in which the Company evaluates and applies the constraint on variable consideration are immaterial.

 

We further concluded that over-time recognition is appropriate because: (i) our performance of audits does not create an asset with an alternative use, as the audit and related verification report relates to facts and circumstances that are specific to each customer site or location (that is, there is a practical limitation on our ability to readily direct the asset to another customer) and (ii) we have an enforceable right to payment, inclusive of a reasonable profit, for performance completed to date. We utilize an input method to measure over-time progress of each audit within the series based on the number of audit days performed.

 

We do, however, note that there are instances in which we only have an enforceable right to payment upon completion of an audit, and thus, over-time recognition is not permitted. For these contracts, revenue is recognized at the point in time at which an audit is completed. This does not result in a significant difference in the timing of revenue recognition (as compared to those audits that are recognized over time) due to the very short-term duration of an audit.

 

Our customer may also have the option to purchase incremental review services (for example, an investigative audit or video review services) that are unrelated to the audit services to verify compliance with a specified standard or claim. The incremental review services are also typically very short-term in nature (that is, one to two weeks). We have concluded that these optional purchases do not reflect a material right under ASC 606 because the incremental review services are performed at standard pricing that would be charged to other similarly situated customers. Upon customer request for an incremental review service, we believe that our customer has made a discrete purchasing decision that should be treated as a separate accounting contract under ASC 606.

 

 

We charge a fixed fee for the incremental review service, and thus, upon customer request, we are entitled to fixed consideration for that service under ASC 606. We concluded that over-time revenue recognition is appropriate for incremental review services because: (i) our performance of incremental review services does not create an asset with an alternative use because that review service, and the associated customer deliverable, relates to facts and circumstances that are specific to each customer site or location (that is, there is a practical limitation on our ability to readily direct the asset to another customer) and (ii) we have an enforceable right to payment, inclusive of a reasonable profit, for performance completed to date on incremental review services. We utilize a time-based input method to measure progress toward complete satisfaction of an incremental review service, which is based on the number of hours performed on the incremental review service relative to the total number of hours required to complete that review service. As previously mentioned, our incremental review services are typically completed within one to two weeks of a customer request.

 

Contract to Provide Animal Audit Services at Customer Request

 

Other animal verification and certification services contracts are structured such that we commit to perform audit services at a fixed price by site or location type as requested by our customer during an annual period. Performance of an audit typically occurs within a one to two-week period. We invoice our customer upon completion of an audit, and payment is due from customer within thirty days or less of receipt of invoice.

 

Under this contract structure, the customer is, in effect, provided a pricing list for animal audit services, and pricing is effective over a one-year period. We have concluded that enforceable rights and obligations do not arise until a customer actually engages us to perform an audit service documented in the pricing list; therefore, each customer request represents a purchasing decision that is a separate accounting contract under ASC 606.

 

We note that the termination provisions specified in our pricing lists vary. In certain instances, a customer may only have the right to terminate in the event of non-performance. Alternatively, in other contracts, a customer may have the right to terminate without prejudice at any time or with thirty days’ written notice. However, regardless of the termination provision specified, we have concluded that the accounting contract term is equal to the duration of the requested audit service (that is, the termination provisions generally do not affect the accounting contract term for each requested audit service).

 

Upon a customer’s request for an audit service, consideration is fixed, as we charge the customer a fixed fee by audit type over the annual period per the pricing list.

 

We concluded that over-time revenue recognition is appropriate for a requested audit service because: (i) our performance of the requested audit service does not create an asset with an alternative use as that audit, and the associated audit report, relate to facts and circumstances that are specific to each customer site or location (that is, there is a practical limitation on our ability to readily direct the asset to another customer) and (ii) we have an enforceable right to payment, inclusive of a reasonable profit, for performance completed to date on a requested audit. A time-based input method is utilized to measure progress toward complete satisfaction of an audit based on the number of hours performed on that audit relative to the total number of hours expected to be required to complete the audit. As previously mentioned, our audit services are typically completed within one to two weeks of a customer request.

 

Other Considerations for Animal Certification and Verification Services

 

In connection with the provision of on-site audits related to animal certification and verification services, reimbursable expenses are incurred and billed to customers, and such amounts are recognized on a gross basis as both revenue and cost of revenue.

 

Any amounts collected on behalf of a third party and remitted in full to that third party are excluded from the transaction price and, thus, revenue.

 

 

Crop and Other Processed Product Verification and Certification Services

 

Third party crop and other processed product audits are generally structured such that we commit to perform an independent audit to verify that food producers and/or farmers comply with certain standards. We generally provide verification services related to organic, Non-GMO and gluten-free standards. Depending on the crop or product type, verification audit activities may take two months to one year to complete. During this assessment period, various integrated audit activities and/or input reviews are performed in accordance with the regulations specified by the relevant standard.

 

The fee structure is such that customers pay an annual assessment fee for a crop or other processed product to verify compliance with the specified standard. This fee is payable upfront on a nonrefundable basis. Our customers can typically terminate a crop or other processed product audit at any time without prejudice. However, given the nonrefundable upfront payment structure for the annual assessment service, we have concluded that the contract term is one year. We record the upfront payment made by customer for the annual assessment service as deferred revenue.

 

The audit activities and input reviews required in the provision of an annual assessment are not distinct under ASC 606, and consequently, we account for an annual assessment as a single integrated performance obligation.

 

For certain of our third-party crop and other processed product audits, the annual assessment fee is fixed for the annual period. In other scenarios, the annual assessment fee may be variable due to increased review activities required for incremental inputs to a crop or processed product identified through the assessment process. At the time that an incremental input is identified, which generally occurs in the early stages of an annual assessment, the incremental consideration for the provision of review services related to that incremental input also becomes known.

 

We allocate the transaction price derived from the annual assessment fee to the single integrated performance obligation for that annual assessment. Revenue related to the annual assessment is recognized over time in accordance with ASC 606. This is because the annual assessment service does not create an asset with an alternative use, as it relates to facts and circumstances that are specific to a customer’s crop or processed product. Further, we have an enforceable right to payment for performance completed to date on the annual assessment due to the nonrefundable upfront payment made by customer. We utilize an input method to measure progress toward satisfaction of the annual assessment based on the percentage of activities/phases or input reviews completed under the annual assessment.

 

As it relates to the upfront payment for the annual assessment, we have utilized the practical expedient that exempts us from adjusting consideration for the effects of a significant financing component when we expect that the period between customer payment and the provision of the related service is one year or less.

 

In certain contracts, an independent third-party inspection may be required for a site or location in our customer’s supply chain in accordance with the regulations for a specified standard. An inspection is performed by an independent third-party inspector, and the customer is charged an hourly rate for these inspection services.

 

Under this scenario, a separate accounting contract arises upon initiation and performance of an inspection, and we typically invoice our customer for the inspection upon completion of the inspection service. Given that customer has the ability to terminate at any time without prejudice, we have concluded that the contract term for each inspection ends as control of an inspection service transfers. Inspections are generally short-term in nature with a term ranging from a few days to two weeks.

 

We have further determined that inspections are distinct from an annual assessment. Consideration attributable to an inspection is variable, as the inspector is only able to provide a high-level estimate of the cost of the inspection based on the inspector’s hourly rate until the inspector is at the relevant producer/supplier site to determine the time and level of effort required to complete the inspection. Given the very short-term nature of an inspection, variability related to an inspection generally resolves itself within a reporting period. However, we are typically required by certain regulations to provide an inspection cost estimate to our customer, and, if required, we utilize that estimate as our estimate of variable consideration. The cost estimate is generally derived from the cost to perform the prior-year inspection for that specific customer site or location or, when required, the historical cost to provide an inspection for a comparable site or location. In our experience, the historical cost of inspections has been predictive of the future cost of an inspection.

 

 

Other Considerations for Crop and Other Processed Product Verification Services

 

Reimbursable expenses incurred in the provision of an annual assessment or required inspection are billed to our customers, and such amounts are recognized on a gross basis as both revenue and cost of revenue.

 

In addition, any amounts collected on behalf of a third party and remitted in full to that third party are excluded from the transaction price and, thus, revenue.

 

Product Sales

 

Product sales are primarily generated from the sale of cattle identification ear tags. Each customer purchase request represents a purchasing decision made by customer. As such, enforceable rights and obligations (and, thus, a separate accounting contract under ASC 606) arise at the time a customer submits its purchase request to us. At the time of request, we are entitled to fixed consideration, as the sales quantity and related price of the product is known. All of our customers are charged the same fixed price per tag.

 

Revenue for product sales is recognized upon delivery of the goods to customer, at which point title, custody and risk of loss transfer to the customer. We typically deliver product to the customer within a few days of customer’s sales request. At the time of delivery, we invoice our customer for the related product sales and record invoiced amounts to accounts receivable. Payment is typically due by customer upon receipt of invoice.

 

In relation to our product sales, the sales taxes collected from customers and remitted to government authorities are excluded from revenue.

 

Additionally, we do not typically provide right of return or warranty on product sales.

 

Software Sales and Related Consulting Segment

 

We predominately offer software products via a SaaS model, which is an annual subscription based model. Support services are generally included in the subscription. We also provide web hosting services on an annual basis to all of our customers in conjunction with their software subscription. Customers have the ability to terminate without prejudice upon thirty days’ written notice; however, the subscription fee, inclusive of maintenance and support services, and the web hosting fee are paid upfront by the customer on a nonrefundable basis. Consequently, we have concluded that the contract term for the annual software subscription and web hosting services is one year.

 

We have determined that a software license subscription and the related hosting service should be accounted for as a service transaction, as we provide the functionality of our software through the hosting arrangement. The SaaS arrangement provides customers with unlimited access to our software and, thus, is accounted for as a series of distinct daily service periods that provide substantially the same service (that is, continuous access to the hosted software) each day during the annual contract term. Further, the provision of basic technical support services also represents a stand ready obligation that is a series of distinct daily service periods that provide substantially the same service (that is, access to our technical support infrastructure) during the annual contract term. Because the basic technical support services and SaaS each represent performance obligations that are a series of distinct daily service periods, we have elected to combine these performance obligations.

 

We are entitled to fixed consideration for the software license subscription, inclusive of support services, and the related hosting service. The software license subscription and hosting fees in our contracts represent the standalone selling price for that related service. This is because the fees charged for the software license subscription and hosting service represent the software license subscription and hosting service fees that are charged to other customers with a similar level of data loaded into the software (regardless of whether that customer contracts for professional services). Accordingly, the software license subscription and hosting fees are allocated to the combined SaaS performance obligation.

 

 

We recognize revenue related to the SaaS arrangement over time because a customer simultaneously receives and consumes the benefit from the provision of access to the hosted software over the annual subscription period. Accordingly, we utilize a time-based output measure of progress that results in a straight-line attribution of revenue. That is, revenue related to the combined SaaS obligation should be recognized daily on a straight-line basis over the one-year subscription term, as this reflects the direct measurement of value to a customer of the provision of access to the software via hosting each day.

 

As it relates to the upfront payment for the software subscription and hosting service, we have utilized the practical expedient that exempts us from adjusting consideration for the effects of a significant financing component when we expect that the period between customer payment and the provision of the related service is one year or less.

 

In addition, we record the upfront payment made by customer for the annual assessment service as deferred revenue.

 

In some of our SaaS contracts, we also provide software-related consulting services to our customers during an annual software subscription period. Consulting services fees are derived from a standard rate card by employee level, and we invoice for consulting services monthly on a time incurred basis. Due to the termination provisions present in our SaaS contracts, our customers have an in-substance renewal decision each month for further consulting services (that is, via their decision not to terminate the contract each month). Accordingly, the contract term for consulting services is on a month-to-month basis within the annual subscription period.

 

We have concluded that consulting services are distinct from the SaaS arrangement. To the extent that consulting services result in a software enhancement or new functionality, we have determined that those consulting services are still distinct because added features typically provide new, discrete capabilities with independent value to a customer and a customer accesses the SaaS in a single-tenant architecture. Further, additional features and functionality are often made available to a customer substantially after the “go-live” date of the software (via the hosting service). As a result, our software-related consulting services represent distinct performance obligations.

 

We recognize revenue over time in accordance with ASC 606. This is because our performance does not create an asset with an alternative use, as consulting services, and, if applicable, any related software enhancements, are highly tailored to the farming industry specific to the given customer, and we have an enforceable right to payment, inclusive of profit, for performance completed to date. As a result, for our consulting services, we have elected to utilize the practical expedient that allows us to recognize revenue in the amount to which we have a right to invoice, as we believe that we have a right to consideration from a customer in an amount that corresponds directly with the value to the customer of our performance completed to date for the provision of consulting services.

 

Other Significant Judgments

 

Principal versus Agent Considerations

 

Under certain of our verification and certification service contracts, a third-party inspector may be required to perform an independent inspection of a site or location within our customer’s supply chain in accordance with regulations of a certain standard or claim. In this scenario, we have concluded that we are the principal in the provision of inspection services to our customer, as we control the inspection service, and the related inspection report, before it is transferred to our customer. In accordance with this conclusion, we present revenue related to inspections on a gross basis, with customer payment for an inspection presented as revenue and the inspection cost paid to the third-party inspector presented as an expense.

 

In addition, we utilize a third party to provide web hosting services in the provision of our SaaS arrangements. In this scenario, we are primarily responsible for fulfilling the promise to provide web hosting services to the customer, and we establish the fee that the customer is charged for the web hosting services. Consequently, we have also concluded that we are the principal in the provision of web hosting services under our SaaS arrangements. As such, we present revenue on a gross basis, with consideration received from our customer for the web hosting service recorded as revenue and the cost paid to the third party to provide those web hosting services recorded as an expense.

 

 

Disaggregation of Revenue

 

We have identified four material revenue categories in our business: (i) verification and certification service revenue, (ii) product sales, (iii) software license, maintenance and support services revenue and (iv) software-related consulting service revenue.

 

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

 

			Three months ended June 30, 2018												Six months ended June 30, 2018
		Verification and Certification Segment				Software Sales and Related Consulting Segment				Consolidated				Verification and Certification Segment				Software Sales and Related Consulting Segment				Consolidated
Revenues:
Verification and certification service revenue
Product sales		$	3,507,757			$	—			$	3,507,757			$	6,303,951			$	—			$	6,303,951
Software license, maintenance and support services revenue			496,312				—				496,312				850,206				—				850,206
Software-related consulting service revenue			—				263,316				263,316				—				550,760				550,760
Total revenues			—				170,923				170,923				—				354,193				354,193
		$	4,004,069			$	434,239			$	4,438,308			$	7,154,157			$	904,953			$	8,059,110

 

Transaction Price Allocated to Remaining Performance Obligations

 

We generally enter into revenue contracts with a one-year term. In certain instances, we have concluded that our contract term is less than one year because: (i) the termination provisions present in the contract impact the contract term under ASC 606 or (ii) a contract under ASC 606 arises at the time our customer requests the provision of a good or service that is delivered within or over a few days to a couple of weeks. As a result of our short-term contract structures, we have utilized the practical expedient in ASC 606-10-50-14 that exempts us from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less.

 

Contract Balances

 

Under our animal verification and certification services contracts, we invoice customers once the performance obligation for the provision of a site or location audit has been satisfied, at which point payment is unconditional. In addition, any product sales are invoiced upon delivery to the customer, at which point payment is also unconditional. Accordingly, our animal verification and certification services contracts do not give rise to a contract asset under ASC 606; rather, invoiced amounts reflect accounts receivable.

 

Under our crop and other processed product verification and certification services, a nonrefundable payment for an annual assessment of compliance with a standard is typically made by our customers upfront upon contract execution. That is, payment is made in advance of the provision of annual assessment services. Accordingly, we recognize deferred revenue upon receipt of the upfront payment from our customers for crop and other processed product audit assessment services. Revenue is subsequently recognized, and the related deferred revenue is reduced, over the one-year period during which assessment services are provided to the customer using the over-time measure of progress selected in accordance with ASC 606. To the extent that an inspection is required during the annual assessment period, we invoice customers once the performance obligation for the inspection has been satisfied, at which point payment is unconditional. As such, inspection services give rise to accounts receivable.

 

Our software subscriptions, web hosting, and support services are paid by our customers upfront on a nonrefundable basis. That is, payment is made in advance of the provision of these services to our customers. As a result, we recognize deferred revenue upon receipt of the upfront payment from our customers for software subscriptions, web hosting and maintenance and support services. Revenue is subsequently recognized, and the related deferred revenue is reduced, on a straight-line basis during the annual contract term that these stand ready services are provided to customer.

 

 

Software-related consulting services are invoiced monthly on a time incurred basis, at which point we have an enforceable right to payment for those services. Because payment is unconditional upon invoicing, our software-related consulting services are reflected as accounts receivable.

 

As of June 30, 2018, and January 1, 2018, accounts receivable from contracts with customers, net of allowance for doubtful accounts, were approximately $1,979,000 and $1,898,700, respectively.

 

As of June 30, 2018, and January 1, 2018, deposits and deferred revenue from contracts with customers were approximately $1,108,400 and $851,200, respectively. The balance of these contract liabilities at the beginning of the period is expected to be recognized as revenue during 2018.

 

Costs to fulfill a contract

 

We incur a fixed cost, payable to a third-party provider, to perform set-up activities for new (or first-year) customers that contract for our software subscription and hosting services. We have concluded that those set-up activities do not transfer a good or service as defined in ASC 606 to our customers.

 

We capitalize fixed set-up costs as an asset on the following basis: (i) the fixed set-up costs incurred relate specifically to a customer contract for our software subscription and hosting service, (ii) the fixed set-up costs incurred are expected to be recovered via provision of the software subscription and hosting service to that customer and (iii) the set-up costs generate or enhance resources of the Company by permitting us to provide software subscription and hosting services to our customer, which, in turn, generates revenues.

 

Capitalized costs related to those set-up activities are amortized on a straight-line basis over the one-year license subscription and hosting period.

 

The ending balance at June 30, 2018 of capitalized assets attributable to the set-up costs incurred to fulfill software subscription and hosting contracts was not material. No set-up costs related to our software subscription and hosting services were incurred for the six months ended June 30, 2018.

 

In addition, amortization of capitalized set-up costs for the six months ended June 30, 2018 was not material, and no impairment loss was incurred related to capitalized set-up costs for the six months ended June 30, 2018.

 

Commissions and other costs to obtain a contract are expensed as incurred as our contracts are typically completed in one year or less, and where applicable, we generally would incur these costs whether or not we ultimately obtain the contract.

 

Note 13 – Subsequent Event

 

On August 9, 2018, the Company purchased a ten percent membership interest in Progressive Beef, LLC for an aggregate purchase price of approximately $1 million payable in cash of $900,000 and 50,340 shares of common stock of WFCF valued at approximately $91,100 based upon the closing price of our stock on August 9, 2018, of $1.81 per share.  Where Food Comes From is the exclusive certifier for Progressive Beef.

 

 

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, 2017. 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 supports more than 15,000 farmers, ranchers, vineyards, wineries, processors, retailers, distributors, trade associations and restaurants with a wide variety of value-added services provided through its family of verifiers, including IMI Global, International Certification Services, Validus Verification Services, Sterling Solutions, SureHarvest Services and A Bee Organic. 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, crops and other food products are accurate. In addition, we develop software and provide services related to sustainability measurement and benchmarking, traceability, verification and certification to the food and agriculture industries. 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 2005. The Company’s shares of common stock trade on the OTCQB marketplace under the stock ticker symbol, “WFCF.”

 

The Company’s original name – Integrated Management Information, Inc. (d.b.a. IMI Global, Inc.) – 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. We verify claims to over 40 independent standards. This growth has been achieved both organically and through the acquisition of other companies.

 

Current Marketplace Opportunities

 

Because of growing demand for increased transparency into food production practices, we believe there are three main market drivers to promote forward momentum for our business:

 

Market Driver #1 - Consumer awareness and expectations

 

●

The 13th Edition of “The Why? Behind The Buy,” based on the annual survey conducted by Acosta, a leading full-service sales and marketing agency in the consumer packaged goods (“CPG”) industry, was released in December 2016. The survey found that today’s shoppers are seeking positive culinary experiences, making deliberate decisions from the store to the stove, including wanting to feel good about the foods they eat, have pride in the brands they buy and share their cooking journeys online. The survey also explores the key factors contributing to this experiential evolution for grocery shoppers, including the growing natural/organics category. Shoppers’ spending on health products has seen steady growth in the past several years, driven by the desire of shoppers to feel good about the foods they are eating. “From online grocery ordering and a desire to explore new foods, to natural products and socially responsible brands, consumers are at the wheel when it comes to steering the CPG industry in a new direction. There’s no doubt that this evolution will continue in the coming year, so it’s up to the industry to adapt by leaning into these trends and building trust and loyalty among all shoppers,” said Colin Stewart, senior vice president at Acosta.

 

 

●

According to research dated March 2016 from Sullivan Higdon & Sink FoodThink, only one-third of consumers believe that the agriculture community and food companies are transparent. The research appears in “Evolving Trust in the Food Industry,” a white paper with insights into Americans’ knowledge and trust of the food industry and how those perceptions have changed from 2012 to 2016. These numbers are an improvement from 2012, when only 22% and 19% agreed that the agricultural community and food companies, respectively, are transparent. Increasing media attention and dialogue about food production, and the food industry’s willingness to be more open about its production practices, have likely caused this increase in perceived transparency. In turn, this provides consumers the knowledge to have definite opinions on the degree of industry transparency and an increased desire for more knowledge about how their food is produced.

 

●

According to the Organic Trade Association’s 2018 Organic Industry Survey, American consumers in 2017 filled more of their grocery carts with organic, buying everything from organic produce and organic ice cream to organic fresh juices and organic dried beans. Organic sales in the U.S. totaled a new record of $49.4 billion in 2017, up 6.4 percent from the previous year. Organic continued to increase its penetration into the total food market, and now accounts for 5.5 percent of the food sold in retail channels in the U.S.

 

Market Driver #2 - Global competitiveness among retailers

 

●

Restaurant chains and retailers with dominant market shares and large buying power, like McDonald’s and Wal-Mart, are leading the way in prioritizing sustainable food supply initiatives in response to consumer demands. With information literally at our fingertips, Google searches and smart phone apps are making it easier to expose where sustainable food supply chains are, and where they are not.

 

●

Producers, packers, distributors and retailers understand that verification, identification and traceability are key competitive differentiators. Oftentimes, it is necessary for export into international markets, including Korea, Russia, China and the European Union.

 

Market Driver #3 - Government regulation

 

●

The Animal Disease Traceability Rule promulgated by the USDA primarily covers beef cattle 18 months of age or older. Under the final rule, unless specifically exempted, livestock moved interstate must be officially identified and accompanied by an interstate certificate of veterinary inspection or other documentation, such as owner-shipper statements or brand certificates.

 

●

The Saudi Arabia market closed to U.S. beef in 2012. Since that time, the beef industry has been working with the U.S. government to re-open that market, which officially happened in early August 2016. In order to be approved to meet the export requirements, a company must have or must be approved by a USDA process verified plan and meet the Saudi Arabia export verification requirements. U.S. exports to Saudi Arabia in 2010 and 2011 were valued at approximately $30 million. We believe the Saudi Arabia market focuses on the highest quality middle meats, making it a valuable market for the U.S. to re-gain access.

 

 

●

On June 12, 2017, officials announced the technical requirements for beef exports to the People’s Republic of China. Export verification (“EV”) requirements include source and age verification with the use of a program compliant tag. In addition, China bans the use of synthetic growth promotants, including ractopamine. So, although there is not a formal non-hormone component to the EV requirements for the supply chain, due to China’s residue testing, packers will be seeking non-hormone treated cattle and/or verified natural cattle to ensure continued market access. China is the world’s second largest buyer of beef, but beef imports from the U.S. to China have been banned since the 2003 Bovine Spongiform Encephalopathy outbreak, also known as “mad cow Disease.”

 

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.

 

Liquidity and Capital Resources

 

At June 30, 2018, we had cash, cash equivalents and short-term investments of approximately $3,810,300 compared to approximately $3,449,000 at December 31, 2017. Our working capital at June 30, 2018 was approximately $3,675,200 compared to $3,712,200 at December 31, 2017.

 

Net cash provided by operating activities for the six months ended June 30, 2018 was approximately $1,118,800 compared to net cash provided of $789,500 during the same period in 2017. Net cash provided by operating activities is driven by our net income (loss) and adjusted by non-cash items. Non-cash adjustments primarily include depreciation, amortization of intangible assets, stock-based compensation expense, and deferred taxes.

 

Net cash used in investing activities for the six months ended June 30, 2018, was $614,200 compared to $170,600 used in the 2017 period. Net cash used in the 2018 period was primarily attributable to the acquisition Sow Organic for $450,000 in cash and $135,600 for the 2,300-square foot building located in Medina, North Dakota, which was previously leased. Net cash used in the 2017 period was primarily attributable to the acquisition of A Bee Organic, as well as routine purchase of property and equipment.

 

Net cash used in financing activities for the six months ended June 30, 2018, was $149,300 compared to $20,600 used in the 2017 period. Net cash used in the both the 2018 and 2017 period was primarily due to the repurchase of common shares under the Stock Buyback Plan.

 

Historically, our growth has been funded through a combination of convertible debt from private investors and private placement offerings. 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 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. 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 upon acquisitions, as well as intensifying our focus on international markets. We believe that there are significant growth opportunities available to us because often the only way to overcome import or export restrictions is via a quality verification program.

 

Debt Facility

 

The Company has a revolving line of credit (“LOC”) agreement which matures April 12, 2020. 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 June 30, 2018, and December 31, 2017, the effective interest rate was 5.5%. The LOC is collateralized by all the business assets of International Certification Services, Inc. (“ICS”). As of June 30, 2018, and December 31, 2017, there were no amounts outstanding under this LOC.

 

Off-Balance Sheet Arrangements

 

As of June 30, 2018, we had no off-balance sheet arrangements of any type.

 

 

RESULTS OF OPERATIONS

 

Three and six months ended June 30, 2018 compared to the same periods in fiscal year 2017

 

The following table shows information for reportable operating segments:

 

 

		Three months ended June 30, 2018												Three months ended June 30, 2017
		Verification and Certification Segment				Software Sales and Related Consulting Segment				Consolidated				Verification and Certification Segment				Software Sales and Related Consulting Segment				Consolidated
Revenues:
Verification and certification service revenue		$	3,507,757			$	—			$	3,507,757			$	2,925,298			$	—			$	2,925,298
Product sales			496,312				—				496,312				295,640				—				295,640
Software license, maintenance and support services revenue			—				263,316				263,316				—				130,234				130,234
Software-related consulting service revenue			—				170,923				170,923				—				150,910				150,910
Total revenues		$	4,004,069			$	434,239			$	4,438,308			$	3,220,938			$	281,144			$	3,502,082
Costs of revenues:
Costs of verification and certification services			1,850,555				—				1,850,555				1,573,858				—				1,573,858
Costs of products			319,970				—				319,970				179,133				—				179,133
Costs of software license, maintenance and support services			—				168,511				168,511				—				92,775				92,775
Costs of software-related consulting services			—				87,546				87,546				—				66,128				66,128
Total costs of revenues			2,170,525				256,057				2,426,582				1,752,991				158,903				1,911,894
Gross profit			1,833,544				178,182				2,011,726				1,467,947				122,241				1,590,188
Selling, general and administrative expenses			1,500,446				270,022				1,770,468				1,280,665				430,355				1,711,020
Segment operating income (loss)		$	333,098			$	(91,840	)		$	241,258			$	187,282			$	(308,114	)		$	(120,832	)

  

		Six months ended June 30, 2018												Six months ended June 30, 2017
		Verification and Certification Segment				Software Sales and Related Consulting Segment				Consolidated				Verification and Certification Segment				Software Sales and Related Consulting Segment				Consolidated
Revenues:
Verification and certification service revenue		$	6,303,951			$	—			$	6,303,951			$	5,479,933			$	—			$	5,479,933
Product sales			850,206				—				850,206				538,906				—				538,906
Software license, maintenance and support services revenue			—				550,760				550,760				—				289,498				289,498
Software-related consulting service revenue			—				354,193				354,193				—				267,693				267,693
Total revenues		$	7,154,157			$	904,953			$	8,059,110			$	6,018,839			$	557,191			$	6,576,030
Costs of revenues:
Costs of verification and certification services			3,301,164				—				3,301,164				2,831,231				—				2,831,231
Costs of products			545,945				—				545,945				332,999				—				332,999
Costs of software license, maintenance and support services			—				305,945				305,945				—				220,237				220,237
Costs of software-related consulting services			—				163,007				163,007				—				138,738				138,738
Total costs of revenues			3,847,109				468,952				4,316,061				3,164,230				358,975				3,523,205
Gross profit			3,307,048				436,001				3,743,049				2,854,609				198,216				3,052,825
Selling, general and administrative expenses			2,910,840				564,102				3,474,942				2,362,330				819,519				3,181,849
Segment operating income (loss)		$	396,208			$	(128,101	)		$	268,107			$	492,279			$	(621,303	)		$	(129,024	)

 

Verification and Certification Segment

 

Verification and certification service revenues consist of fees charged for verification audits and other verification and certification related services that the Company performs for customers. 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 six months ended June 30, 2018 increased approximately $582,500, or 19.9%, and $824,000, or 15.0%, respectively, compared to the same periods in 2017. Overall, the increase is due to an increase in new verification customers, as well as an increase in product offerings. We are seeing increased demand from cattle producers in response to the re-opening of the export market to China as discussed above in “Current Marketplace Opportunities.”

 

 

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 six months ended June 30, 2018 increased approximately $200,700, or 67.9% and $311,300, or 57.8%, respectively, compared to the same periods in 2017. Overall, our product sales have increased primarily in response to the re-opening of the China export market and the requirement for source and age verification using an identification tag at birth for cattle.

 

Costs of revenues for our verification and certification segment for the three and six months ended June 30, 2018 were approximately $2.17 million and $3.85 million, respectively, compared to approximately $1.75 million and $3.16 million, respectively, for the same periods in 2017. Gross margin for the three months ended June 30, 2018 improved slightly to 45.8% compared to 45.6% in 2017. Gross margin for the six months ended June 30, 2018 decreased slightly to 46.2% compared to 47.4% in 2017. Fluctuations in our margins are predominately due to product mix changes. Additionally, our margins are impacted by various costs such as cost of products, salaries and benefits, insurance, and taxes.

 

Selling, general and administrative expenses for the three and six months ended June 30, 2018 increased approximately 17.2% and 23.2%, respectively compared to the same periods in 2017. Overall, the increase in our selling, general and administrative expenses is due in part to slightly higher head count, an increase in base salaries, the accelerated amortization of the ICS beneficial lease arrangement previously discussed, increased square footage and corresponding rent expense for the corporate headquarters, and increasing public company compliance costs and professional fees due to implementing new accounting standards.

 

Software Sales and Related Consulting Segment

 

Software license, maintenance and support services revenue is a revenue stream specific to our acquisitions of SureHarvest and Sow Organic. We employ a SaaS revenue model that bundles annual software licenses with ongoing software enhancements and upgrades and a wide range of professional services that generate incremental revenue specific to the food and agricultural industry. Software license, maintenance and support services revenue for the three and six months ended June 30, 2018 increased approximately $133,100, or 102.2%, and $261,300, or 90.3%, respectively, compared to the same periods in 2017. The increase is predominately due to a significant increase in the number of billable hours of staff focused on software enhancements and upgrades.

 

Software-related consulting service revenue primarily represents fees earned from professional appearances, customer education and training related services specific to our acquisition of SureHarvest. Software-related consulting service revenue for the three and six months ended June 30, 2018 increased approximately $20,000, or 13.3%, and $86,500, or 32.3%, respectively compared to the same periods in 2017. The increase is predominately due to growth in customer education and training services.

 

Costs of revenues for our software sales and related consulting segment for the three and six months ended June 30, 2018 were approximately $256,100 and $469,000, respectively, compared to approximately $158,900 and $359,000, respectively, for the same periods in 2017. Gross margin for the three months ended June 30, 2018 decreased slightly to 41.0% compared to 43.5% for the same period in 2017. The decrease was predominately due to additional costs absorbed from the Sow Organic acquisition. Gross margin for the six months ended June 30, 2018 improved to 48.2% compared to 35.6% for the same period in 2017. Our margins were positively impacted by improvements in overall efficiency and the number of our billable hours, as well as other variable costs of salaries and benefits, insurance, and taxes.

 

Selling, general and administrative expenses for the three and six months ended June 30, 2018 decreased approximately 37.3% and 31.2%, respectively, compared to the same periods in 2017. The decrease is predominately due to some employee turnover and re-alignment with a shift from non-billable hours to billable hours to reduce fixed costs.

 

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 two to three years after an acquisition to fully understand the complexities of a larger acquisition, at which time, we have seen solid improvements in revenues and/or costs.

 

 

Income Tax Expense

 

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 six months ended June 30, 2018, we recorded income tax expense of $80,000 and $88,000, respectively, compared to income tax benefit of $52,000 and $49,000, respectively for the comparable periods in 2017.

 

Net Income and Per Share Information

 

As a result of the foregoing, net income attributable to WFCF shareholders for the three months ended June 30, 2018 was approximately $176,800, or $0.01 per basic and diluted common share, compared to $62,400, or less than $0.01 per basic and diluted common share for the same period in 2017. Net income attributable to WFCF shareholders for the six months ended June 30, 2018 was approximately $212,300, or $0.01 per basic and diluted common share, compared to $177,800, or $0.01 per basic and diluted common share for the same period in 2017.

 

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, as a result of the material weakness in internal control over financial reporting discussed below, that our disclosure controls and procedures were not effective as of the end of the period covered by this report. However, 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.

 

In July 2018, management concluded that a material weakness existed with respect to management placing undue reliance on their third-party specialist’s valuation of restricted stock issued in connection with our business acquisitions. This impacts equity and the calculation of goodwill. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

 

Since such time, management is implementing the following measure to remediate the material weakness related to the process of valuation in connection with our business acquisitions. Management is implementing a review process that is performed in collaboration with outside legal counsel and third-party valuation specialists, where valuations of our business acquisitions are considered and analyzed to determine if discounts on the issuance of restricted stock has been appropriately considered. The valuations are further reviewed and approved by management to ensure the underlying information used by the valuation specialist is complete and accurate and that the valuation is consistent with generally accepted accounting principles. 

 

Based on our assessment, we consider that the material weakness related to the process of valuation of restricted stock issued in connection with our business acquisitions has not been fully remediated and is still present as of June 30, 2018 as the remedial measures have not operated effectively for a sufficient period of time for management to conclude, through testing, that the applicable controls have operated effectively for a sufficient period of time.

 

Internal Control Over Financial Reporting

 

As previously discussed, management revised its policies and procedures with respect to controls over the process of valuation of restricted stock issued in connection with our business acquisitions. Additionally, with the adoption of ASC Topic 606 as further described in Note 11 to the Consolidated Financial Statements in Part I of this Quarterly Report, we have analyzed our internal control over financial reporting framework and implemented new controls around contract inception and contract modifications, as well as periodic reviews of material contracts. Except as described above, 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.

 

PART II – OTHER INFORMATION

 

ITEM 1. 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.

 

 

ITEM 1A. RISK FACTORS

 

Our business is subject to a number of risks, including those identified in Item 1A. — “Risk Factors” of our 2017 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 June 30, 2018, there have been no material changes to the risks disclosed in our most recent Annual Report on Form 10−K. We may also disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

 

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

 

In connection with the Sow Organic acquisition, we issued 217,654 shares of common stock of Where Food Comes From, Inc. valued at approximately $433,100 based upon the closing price of our stock on May 16, 2018, of $1.99 per share.

 

The issuance of these shares of our common stock described above was pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended and related state private offering exemptions. All of the investors were Accredited Investors as defined in the Securities Act who took their shares for investments purposes without a view to distribution and had access to information concerning the Company and its business prospects, as required by the Securities Act. In addition, there was no general solicitation or advertising for these shares. All certificates for these shares issued pursuant to Section 4(2) contain a restrictive legend. Finally, our stock transfer agent has been instructed not to transfer any of such shares, unless such shares are registered for resale or there is an exemption with respect to their transfer.

 

ITEM 6. EXHIBITS

 

(a) Exhibits

 

Number		Description
10.1		Asset Purchase Agreement between Where Food Comes From, Inc and Sow Organic, LLC signed on May 16, 2018
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		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

 

 

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: August 14, 2018	Where Food Comes From, Inc.
	By:	/s/ John K. Saunders
		Chief Executive Officer

	By:	/s/ Dannette Henning
		Chief Financial Officer