Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 30, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | Where Food Comes From, Inc. | |
Entity Central Index Key | 0001360565 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity's Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 6,123,512 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 4,996 | $ 4,374 |
Accounts receivable, net of allowance | 1,866 | 2,508 |
Prepaid expenses and other current assets | 973 | 592 |
Total current assets | 7,835 | 7,474 |
Property and equipment, net | 1,689 | 1,616 |
Operating lease right-of-use assets, net | 2,960 | 3,030 |
Investment in Progressive Beef | 991 | 991 |
Intangible and other assets, net | 2,858 | 2,948 |
Goodwill | 2,946 | 2,946 |
Deferred tax assets, net | 409 | 443 |
Total assets | 19,688 | 19,448 |
Current liabilities: | ||
Accounts payable | 675 | 649 |
Accrued expenses and other current liabilities | 908 | 599 |
Deferred revenue | 1,335 | 1,132 |
Current portion of long term debt | 463 | |
Current portion of finance lease obligations | 12 | 13 |
Current portion of operating lease obligations | 275 | 268 |
Total current liabilities | 3,205 | 3,124 |
Long term debt, net of current portion | 572 | |
Finance lease obligations, net of current portion | 29 | 31 |
Operating lease obligation, net of current portion | 3,186 | 3,257 |
Total liabilities | 6,420 | 6,984 |
Commitments and contingencies | ||
Equity: | ||
Preferred stock, $0.001 par value; 5,000 shares authorized; none issued or outstanding | ||
Common stock, $0.001 par value; 95,000 shares authorized; 6,475 (2021) and 6,456 (2020) shares issued, and 6,107 (2021) and 6,118 (2020) shares outstanding | 6 | 6 |
Additional paid-in-capital | 11,677 | 11,612 |
Treasury stock of 367 (2021) and 338 (2020) shares | (3,113) | (2,702) |
Retained earnings | 4,698 | 3,548 |
Total equity | 13,268 | 12,464 |
Total liabilities and stockholders' equity | $ 19,688 | $ 19,448 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 5,000,000 | 5,000,000 |
Preferred stock, issued | ||
Preferred stock, outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 95,000,000 | 95,000,000 |
Common stock, issued | 6,475,000 | 6,456,000 |
Common stock, outstanding | 6,107,000 | 6,118,000 |
Treasury stock | 367,000 | 338,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues: | ||
Total revenues | $ 4,440 | $ 3,912 |
Costs of revenues: | ||
Total costs of revenues | 2,578 | 2,302 |
Gross profit | 1,862 | 1,610 |
Selling, general and administrative expenses | 1,773 | 1,964 |
Income/(loss) from operations | 89 | (354) |
Other income/(expense): | ||
Dividend income from Progressive Beef | 30 | 30 |
Other income, net | 1 | 2 |
Loan forgiveness from Paycheck Protection Program | 1,037 | |
Gain on sale of assets | 9 | |
(Loss)/gain on foreign currency exchange | (2) | 3 |
Interest expense | (3) | (2) |
Income/(loss) before income taxes | 1,161 | (321) |
Income tax expense/(benefit) | 11 | (80) |
Net income/(loss) | $ 1,150 | $ (241) |
Per share - net income/(loss): | ||
Basic | $ 0.19 | $ (0.04) |
Diluted | $ 0.19 | $ (0.04) |
Weighted average number of common shares outstanding: | ||
Basic | 6,136,000 | 6,237,000 |
Diluted | 6,231,000 | 6,237,000 |
Verification and Certification Service Revenue [Member] | ||
Revenues: | ||
Total revenues | $ 3,263 | $ 2,803 |
Costs of revenues: | ||
Total costs of revenues | 1,793 | 1,534 |
Product Sales [Member] | ||
Revenues: | ||
Total revenues | 724 | 725 |
Costs of revenues: | ||
Total costs of revenues | 457 | 502 |
Software License, Maintenance and Support Services Revenue [Member] | ||
Revenues: | ||
Total revenues | 141 | 143 |
Costs of revenues: | ||
Total costs of revenues | 100 | 146 |
Software-Related Consulting Service Revenue [Member] | ||
Revenues: | ||
Total revenues | 312 | 241 |
Costs of revenues: | ||
Total costs of revenues | $ 228 | $ 120 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating activities: | ||
Net income/(loss) | $ 1,150 | $ (241) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 202 | 233 |
Gain on sale of assets | (9) | |
Stock-based compensation expense | 25 | 31 |
Deferred tax expense/(benefit) | 34 | (5) |
Bad debt expense | 28 | |
Forgiveness of note payable from Paycheck Protection Program | (1,037) | |
Changes in operating assets and liabilities, net of effect from acquisitions: | ||
Accounts receivable | 614 | 543 |
Short-term investments | (1) | |
Prepaid expenses and other assets | (381) | 161 |
Accounts payable | 26 | (342) |
Accrued expenses and other current liabilities | 309 | (91) |
Deferred revenue | 203 | 616 |
Right of use assets and liabilities, net | 2 | (8) |
Net cash provided by operating activities | 1,166 | 896 |
Investing activities: | ||
Acquisition of Postelsia Holdings, Ltd. | (300) | |
Purchases of property, equipment and software development costs | (170) | (110) |
Net cash used in investing activities | (170) | (410) |
Financing activities: | ||
Repayments of finance lease obligations | (3) | (2) |
Proceeds from stock option exercise | 40 | |
Stock repurchase under Stock Buyback Plan | (411) | (158) |
Net cash used in financing activities | (374) | (160) |
Net change in cash | 622 | 326 |
Cash at beginning of period | 4,374 | 2,638 |
Cash at end of period | $ 4,996 | $ 2,964 |
Consolidated Statement of Equit
Consolidated Statement of Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Total | |
Beginning balance at Dec. 31, 2019 | [1] | $ 6 | $ 11,445 | $ (1,665) | $ 2,163 | $ 11,949 |
Beginning balance, shares at Dec. 31, 2019 | [1] | 6,245,000 | ||||
Stock-based compensation expense | 31 | 31 | ||||
Repurchase of common shares under Stock Buyback Plan | (158) | (158) | ||||
Repurchase of common shares under Stock Buyback Plan, shares | (21,000) | |||||
Net income (loss) | (241) | (241) | ||||
Ending balance at Mar. 31, 2020 | $ 6 | 11,476 | (1,823) | 1,922 | 11,581 | |
Ending balance, shares at Mar. 31, 2020 | 6,224,000 | |||||
Beginning balance at Dec. 31, 2020 | $ 6 | 11,612 | (2,702) | 3,548 | 12,464 | |
Beginning balance, shares at Dec. 31, 2020 | 6,118,000 | |||||
Stock-based compensation expense | 25 | 25 | ||||
Repurchase of common shares under Stock Buyback Plan | (411) | (411) | ||||
Repurchase of common shares under Stock Buyback Plan, shares | (29,000) | |||||
Stock options exercised | 40 | 40 | ||||
Stock options exercised, shares | 18,000 | |||||
Net income (loss) | 1,150 | 1,150 | ||||
Ending balance at Mar. 31, 2021 | $ 6 | $ 11,667 | $ (3,113) | $ 4,698 | $ 13,268 | |
Ending balance, shares at Mar. 31, 2021 | 6,107,000 | |||||
[1] | The Balance at December 31, 2019 has been updated to reflect the impact of the 1-for-4 reverse stock split effective December 1, 2020. |
Consolidated Statement of Equ_2
Consolidated Statement of Equity (Parenthetical) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||
Reverse stock split | 1-for-4 reverse stock split | 1-for-4 reverse stock split |
The Company and Basis of Presen
The Company and Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company and Basis of Presentation | Note 1 - The Company and Basis of Presentation Business Overview Where Food Comes From, Inc. is a Colorado corporation based in Castle Rock, Colorado (“WFCF”, the “Company,” “our,” “we,” or “us”). We are an independent, third-party food verification company conducting both on-site and desk audits to verify that claims being made about livestock, food, other high-value specialty crops and agricultural products are accurate. We care about food and other agricultural products, how it is grown and raised, the quality of what we eat, what farmers and ranchers do, and authentically telling that story to the consumer. Our team visits farms and ranches and looks at their plants, animals, and records, and compares the information we collect to specific standards or claims that farms and ranches want to make about how they are producing food. We strive to ensure that everyone involved in the food business - from growers and farmers to retailers and shoppers – can count on WFCF to provide authentic and transparent information about the food we eat and how, where, and by whom it is produced. We also provide 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, Where Food Comes From Organic, Inc. (“WFCFO”), Validus Verifications Services, LLC (“Validus”), Sterling Solutions (“Sterling”), SureHarvest Services, Inc. (“SureHarvest”), A Bee Organic, Sow Organic, JVF Consulting and Postelsia Holdings, Ltd. (“Postelsia”) (collectively referred to as “we,” “us,” and “our” throughout this Form 10-Q). 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, 2020, included in our Form 10-K filed on February 18, 2021. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. However, we believe that the disclosures are adequate to make the information presented not misleading. Certain prior year amounts have been reclassified to conform to current year presentation. Net loss and shareholders’ equity were not affected by these reclassifications. The financial statements reflect all adjustments (consisting primarily of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of our financial position and results of operations. The consolidated operating results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for any other interim period of any future year. Except as specifically indicated, all information in this Quarterly Report on Form 10-Q has been retroactively adjusted to give effect to a 1-for-4 reverse stock split that was effective on December 1, 2020. 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. |
Basic and Diluted Net Income _
Basic and Diluted Net Income / (Loss) Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Per share - net income/(loss): | |
Basic and Diluted Net Income / (Loss) Per Share | Note 2 – Basic and Diluted Net Income / (Loss) per Share Basic net income / (loss) 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 / (loss) per share computations (amounts in thousands): Three months ended March 31, (in thousands) 2021 2020 Basic: Weighted average shares outstanding 6,136 6,237 Diluted: Weighted average shares outstanding 6,136 6,237 Weighted average effects of dilutive securities 95 - Total 6,231 6,237 Antidilutive securities: - 52 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. |
Investment in Progressive Beef,
Investment in Progressive Beef, LLC | 3 Months Ended |
Mar. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
Investment in Progressive Beef, LLC | Note 3 - Investment in Progressive Beef, LLC For the three months ended March 31, 2021 and March 31, 2020, the Company received dividend income from Progressive Beef of $30,000 representing a distribution of their earnings. The income is reflected within the “Other income/(expense)” section of the Company’s Consolidated Statement of Income for the three months ended March 31, 2021 and March 31, 2020. |
Intangible and Other Assets
Intangible and Other Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible and Other Assets | Note 4 – Intangible and Other Assets The following table summarizes our intangible and other assets (amounts in thousands, except useful life): March 31, December 31, Estimated 2021 2020 Useful Life Intangible assets subject to amortization: Tradenames and trademarks $ 417 $ 417 2.5 - 8.0 years Accreditations 85 85 5.0 years Customer relationships 3,664 3,664 3.0 - 15.0 years Patents 970 970 4.0 years Non-compete agreements 121 121 5.0 years 5,257 5,257 Less accumulated amortization 2,877 2,795 2,380 2,462 Tradenames/trademarks (not subject to amortization) 465 465 2,845 2,927 Other assets 13 21 Intangible and other assets: $ 2,858 $ 2,948 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Note 5 – Accrued Expenses and Other Current Liabilities The following table summarizes our accrued expenses and other current liabilities as of (amounts in thousands): March 31, December 31, 2021 2020 Income and sales taxes payable $ 136 $ 168 Payroll related accruals 416 271 Customer deposits 68 31 Professional fees and other expenses 288 129 $ 908 $ 599 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 6 – Notes Payable Long Term Debt March 31, December 31, 2021 2020 (In thousands) Paycheck Protection Program Loan $ - $ 1,035 Less current portion of notes payable and other long-term debt - (463 ) Notes payable and other long-term debt $ - $ 572 The Coronavirus Aid, Relief, and Economic Security (“CARES”) Act allocated $350 billion to help small businesses keep workers employed amid the pandemic and economic downturn. Known as the Paycheck Protection Program (“PPP”), the initiative provides federally guaranteed loans to small businesses. These loans may be forgiven if borrowers maintain their payrolls during the crisis or restore their payrolls afterward. The Company received notification the loan and accrued interest was forgiven on March 4, 2021. Unison Revolving Line of Credit The Company has a revolving line of credit (“LOC”) agreement which matures April 12, 2022. The LOC provides for $75,080 in working capital. The interest rate is at the Wall Street Journal prime rate plus 1.50% and is adjusted daily. Principal and interest are payable upon demand, but if demand is not made, then annual payments of accrued interest only are due, with the principal balance due on maturity. As of March 31, 2021 and December 31, 2020, the effective interest rate for both periods was 4.75%. The LOC is collateralized by all the business assets of ICS. As of March 31, 2021, and December 31, 2020, there were no amounts outstanding under this LOC. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 7 – Stock-Based Compensation In addition to cash compensation, the Company may compensate certain service providers, including employees, directors, consultants, and other advisors, with equity-based compensation in the form of stock options 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 operations. The amount of stock-based compensation expense is as follows (amounts in thousands): Three months ended March 31, 2021 2020 Stock options $ 24 $ 30 Restricted stock awards 1 1 Total $ 25 $ 31 During the three months ended March 31, 2021, no stock options were awarded. During the three months ended March 31, 2020, the Company awarded stock options to purchase 5,000 shares of the Company’s common stock at an exercise price of $7.24 per share to employees of the Company (all share and dollar amounts have been adjusted to reflect the 1-for-4 reverse split that occurred in December 2020). The Company estimated the fair value of stock options using the Black-Scholes-Merton option pricing model with the following assumptions (all share amounts have been adjusted to reflect the 1-for-4 reverse split that occurred in December 2020): Three months ended March 31, 2021 2020 Number of options awarded to purchase common shares 0 5,000 Risk-free interest rate N/A 1.56 % Expected volatility N/A 97.0 % Assumed dividend yield N/A N/A Expected life of options from the date of grant N/A 9.9 years The estimated unrecognized compensation cost from unvested awards which will be recognized ratably over the remaining vesting phase is as follows (amounts in thousands): Years ended December 31st: Unvested stock options Unvested restricted stock awards Total unrecognized compensation expense 2021 (remaining nine months) 49 - 49 2022 20 - 20 2023 4 - 4 2024 - - - $ 73 $ - $ 73 Equity Incentive Plans Our 2006 Equity Incentive Plan (the “2006 Plan”) and 2016 Equity Incentive Plan (the “2016 Plan,” and together with the 2006 Plan, the “Plans”) provide for the issuance of stock-based awards to employees, officers, directors and consultants. The Plans permit the granting of stock awards and stock options. The vesting of stock-based awards is generally subject to the passage of time and continued employment through the vesting period. Stock Option Activity Stock option activity under our Equity Incentive Plans is summarized as follows (all share and dollar amounts have been adjusted to reflect the 1-for-4 reverse split that occurred in December 2020): Weighted avg. Weighted avg. Weighted avg. remaining Number of exercise price grant date fair contractual life Aggregate awards per share value per share (in years) intrinsic value Outstanding, December 31, 2020 105,086 $ 6.25 $ 6.06 5.38 $ 814,090 Granted - $ - $ - - Exercised (17,195 ) $ 2.31 $ 2.25 1.27 Expired/Forfeited (1,343 ) $ 7.11 $ 6.65 - Outstanding, March 31, 2021 86,548 $ 7.02 $ 6.81 5.86 $ 560,478 Exercisable, March 31, 2021 69,526 $ 6.93 $ 6.80 5.30 $ 456,726 Unvested, March 31, 2021 17,022 $ 7.40 $ 7.16 8.11 $ 103,752 The aggregate intrinsic value represents the total pre-tax intrinsic value (the aggregate difference between the closing price of our common stock on March 31, 2021 and the exercise price for the in-the-money options) that would have been received by the option holders if all the in-the-money options had been exercised on March 31, 2021. Restricted Stock Activity Restricted stock activity under our Equity Incentive Plans is summarized as follows (all share and dollar amounts have been adjusted to reflect the 1-for-4 reverse split that occurred in December 2020): Weighted avg. Number of grant date options fair value Non-vested restricted shares, December 31, 2020 1,250 $ 10.20 Granted - $ - Vested (1,250 ) $ 10.20 Forfeited - $ - Non-vested restricted shares, March 31, 2021 - $ - |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8 – Income Taxes Deferred tax assets and liabilities have been determined based upon the differences between the financial statement amounts and the tax bases of assets and liabilities as measured by enacted tax rates expected to be in effect when these differences are expected to reverse. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The provision or benefit for income taxes is recorded at the end of each interim period based on the Company’s best estimate of its effective income tax rate expected to be applicable for the full fiscal year. For the three months ended March 31, 2021 we recorded an income tax expense of approximately $11,000, compared to income tax benefit of $80,000 for the same 2020 period. The effective tax rate for the three months ended March 31, 2021 is favorably impacted by the non-taxability of the PPP loan forgiveness income. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2021 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | Note 9 - Revenue Recognition 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 (amounts in thousands). Three months ended March 31, 2021 Three months ended March 31, 2020 Verification and Certification Segment Software Sales and Related Consulting Segment Eliminations and Other Consolidated Totals Verification and Certification Segment Software Sales and Related Consulting Segment Eliminations and Other Consolidated Totals Revenues: Verification and certification service revenue $ 3,263 $ - $ - $ 3,263 $ 2,803 $ - $ - $ 2,803 Product sales 724 - - 724 725 - - 725 Software license, maintenance and support services revenue - 141 - 141 - 233 (90 ) 143 Software-related consulting service revenue - 312 - 312 - 265 (24 ) 241 Total revenues $ 3,987 $ 453 $ - $ 4,440 $ 3,528 $ 498 $ (114 ) $ 3,912 Contract Balances As of March 31, 2021, and December 31, 2020, accounts receivable from contracts with customers, net of allowance for doubtful accounts, were approximately $1.9 and $2.5 million, respectively. As of March 31, 2021, and December 31, 2020, deferred revenue from contracts with customers was approximately $1.3 and $1.1 million, respectively. The balance of the contract liabilities at March 31, 2021 and December 31, 2020 are expected to be recognized as revenue within one year or less of the invoice date. The following table reflects the changes in our contract liabilities during the three month period ended March 31, 2021 (amounts in thousands): Deferred revenue: Unearned revenue January 1, 2021 $ 1,132 Unearned billings 1,604 Revenue recognized (1,401 ) Unearned revenue March 31, 2021 $ 1,335 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | Note 10 – Leases The components of lease expense were as follows (amounts in thousands): Three months ended March 31, 2021 March 31, 2020 Operating lease cost $ 116 $ 116 Finance lease cost Amortization of assets 2 2 Interest on finance lease obligations 1 1 Total net lease cost $ 119 $ 119 Included in the table above, is $0.1 million for the three months ended March 31, 2021, of operating lease cost for our corporate headquarters. This space is being leased from The Move, LLC. Our CEO and President, each a related party to WFCF, have a 24.3% jointly-held ownership interest in The Move, LLC. Supplemental balance sheet information related to leases was as follows (amounts in thousands): March 31, 2021 December 31, 2020 Operating leases: Related Party Other Total Related Party Other Total Operating lease ROU assets $ 2,709 $ 217 $ 2,926 $ 2,755 $ 238 $ 2,993 Current operating lease liabilities $ 184 $ 91 $ 275 $ 179 $ 89 $ 268 Noncurrent operating lease liabilities 3,032 154 3,186 3,079 178 3,257 Total operating lease liabilities $ 3,216 $ 245 $ 3,461 $ 3,258 $ 267 $ 3,525 Finance leases: March 31, 2021 December 31, 2020 Property and equipment, at cost $ 67 $ 67 Accumulated amortization (33 ) (30 ) Property and equipment, net $ 34 $ 37 Current obligations of finance leases $ 12 $ 13 Finance leases, net of current obligations 29 31 Total finance lease liabilities $ 41 $ 44 Weighted average remaining lease term (in years): Operating leases 9.8 10.0 Finance leases 3.6 3.7 Weighted average discount rate: Operating leases 5.8 % 5.8 % Finance leases 12.6 % 13.0 % Supplemental cash flow and other information related to leases was as follows (amounts in thousands): Three months ended March 31, 2021 March 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 114 $ 111 Operating cash flows from finance leases $ 1 $ 1 Financing cash flows from finance leases $ 3 $ 2 ROU assets obtained in exchange for lease liabilities: Operating leases $ 3,531 $ 3,507 Maturities of lease liabilities were as follows (amounts in thousands): Years Ending December 31st, Operating Leases Finance Leases 2021 (nine remaining months) $ 347 $ 13 2022 466 15 2023 461 10 2024 407 5 2025 405 5 Thereafter 2,497 - Total lease payments 4,583 48 Less amount representing interest (1,122 ) (7 ) Total lease obligations 3,461 41 Less current portion (275 ) (12 ) Long-term lease obligations $ 3,186 $ 29 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 – Commitments and Contingencies Legal proceedings From time to time, we may become involved in various legal actions, administrative proceedings and claims in the ordinary course of business. We generally record losses for claims in excess of the limits of purchased insurance in earnings at the time and to the extent they are probable and estimable. |
Segments
Segments | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segments | Note 12 - Segments With each acquisition, we assess the need to disclose discrete information related to our operating segments. Because of the similarities of certain of our acquisitions that provide certification and verification services, we aggregate operations into one verification and certification reportable segment. The operating segments included in the aggregated verification and certification segment include IMI Global, WFCFO and Validus. The factors considered in determining this aggregated reporting segment include the economic similarity of the businesses, the nature of services provided, production processes, types of customers and distribution methods. The Company also determined that it has a software sales and related consulting reportable segment. SureHarvest, which includes Postelsia, is the sole operating segment under the software sales and related consulting reportable segment. This segment includes software license, maintenance, support and software-related consulting service revenues. The Company’s chief operating decision maker (the Company’s CEO) allocates resources and assesses the performance of its operating segments. Segment management makes decisions, measures performance, and manages the business utilizing internal reporting operating segment information. Performance of operating segments are based on net sales, gross profit, selling, general and administrative expenses and most importantly, operating income. The Company eliminates intercompany transfers between segments for management reporting purposes. The following table shows information for reportable operating segments (amounts in thousands): Three months ended March 31, 2021 Three months ended March 31, 2020 Verification and Certification Segment Software Sales and Related Consulting Segment Eliminations and Other Consolidated Totals Verification and Certification Segment Software Sales and Related Consulting Segment Eliminations and Other Consolidated Totals Assets: Goodwill $ 1,947 $ 999 $ - $ 2,946 $ 1,133 $ 1,813 $ - $ 2,946 All other assets, net 17,545 2,891 (3,694 ) 16,742 15,866 3,711 (4,530 ) 15,047 Total assets $ 19,492 $ 3,890 $ (3,694 ) $ 19,688 $ 16,999 $ 5,524 $ (4,530 ) $ 17,993 Revenues: Verification and certification service revenue $ 3,263 $ - $ - $ 3,263 $ 2,803 $ - $ - $ 2,803 Product sales 724 - - 724 725 - - 725 Software license, maintenance and support services revenue - 141 - 141 - 233 (90 ) 143 Software-related consulting service revenue - 312 - 312 - 265 (24 ) 241 Total revenues $ 3,987 $ 453 $ - $ 4,440 $ 3,528 $ 498 $ (114 ) $ 3,912 Costs of revenues: Costs of verification and certification services 1,793 - - 1,793 1,624 - (90 ) 1,534 Costs of products 457 - - 457 502 - - 502 Costs of software license, maintenance and support services - 100 - 100 - 146 - 146 Costs of software-related consulting services - 228 - 228 - 120 - 120 Total costs of revenues 2,250 328 - 2,578 2,126 266 (90 ) 2,302 Gross profit 1,737 125 - 1,862 1,402 232 (24 ) 1,610 Depreciation & amortization 151 51 - 202 88 146 - 234 Other operating expenses 1,479 92 - 1,571 1,537 217 (24 ) 1,730 Segment operating income/(loss) $ 107 $ (18 ) $ - $ 89 $ (223 ) $ (131 ) $ - $ (354 ) Other items to reconcile segment operating income (loss) to net income/(loss): Other income 35 - 1,037 1,072 30 3 - 33 Income tax (expense)/benefit - - (11 ) (11 ) - - 80 80 Net income/(loss) $ 142 $ (18 ) $ 1,026 $ 1,150 $ (193 ) $ (128 ) $ 80 $ (241 ) |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2021 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | Note 13 – Supplemental Cash Flow Information Three months ended March 31, (Amounts in thousands) 2021 2020 Cash paid during the year: Interest expense $ 1 $ 2 Income taxes $ - $ - |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 – Subsequent Events The Company has had no material, significant or unusual transactions or events from the financial statement date through the issuance of the financial statements. |
Basic and Diluted Net Income _2
Basic and Diluted Net Income / (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Per share - net income/(loss): | |
Schedule of Reconciliation of Basic and Diluted Income Per Share Computations | The following is a reconciliation of the share data used in the basic and diluted income / (loss) per share computations (amounts in thousands): Three months ended March 31, (in thousands) 2021 2020 Basic: Weighted average shares outstanding 6,136 6,237 Diluted: Weighted average shares outstanding 6,136 6,237 Weighted average effects of dilutive securities 95 - Total 6,231 6,237 Antidilutive securities: - 52 |
Intangible and Other Assets (Ta
Intangible and Other Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible and Other Assets | The following table summarizes our intangible and other assets (amounts in thousands, except useful life): March 31, December 31, Estimated 2021 2020 Useful Life Intangible assets subject to amortization: Tradenames and trademarks $ 417 $ 417 2.5 - 8.0 years Accreditations 85 85 5.0 years Customer relationships 3,664 3,664 3.0 - 15.0 years Patents 970 970 4.0 years Non-compete agreements 121 121 5.0 years 5,257 5,257 Less accumulated amortization 2,877 2,795 2,380 2,462 Tradenames/trademarks (not subject to amortization) 465 465 2,845 2,927 Other assets 13 21 Intangible and other assets: $ 2,858 $ 2,948 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | The following table summarizes our accrued expenses and other current liabilities as of (amounts in thousands): March 31, December 31, 2021 2020 Income and sales taxes payable $ 136 $ 168 Payroll related accruals 416 271 Customer deposits 68 31 Professional fees and other expenses 288 129 $ 908 $ 599 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt | Long Term Debt March 31, December 31, 2021 2020 (In thousands) Paycheck Protection Program Loan $ - $ 1,035 Less current portion of notes payable and other long-term debt - (463 ) Notes payable and other long-term debt $ - $ 572 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense | The amount of stock-based compensation expense is as follows (amounts in thousands): Three months ended March 31, 2021 2020 Stock options $ 24 $ 30 Restricted stock awards 1 1 Total $ 25 $ 31 |
Schedule of Estimated Fair Value of Stock Options | The Company estimated the fair value of stock options using the Black-Scholes-Merton option pricing model with the following assumptions (all share amounts have been adjusted to reflect the 1-for-4 reverse split that occurred in December 2020): Three months ended March 31, 2021 2020 Number of options awarded to purchase common shares 0 5,000 Risk-free interest rate N/A 1.56 % Expected volatility N/A 97.0 % Assumed dividend yield N/A N/A Expected life of options from the date of grant N/A 9.9 years |
Schedule of Unrecognized Compensation Cost from Unvested Awards | The estimated unrecognized compensation cost from unvested awards which will be recognized ratably over the remaining vesting phase is as follows (amounts in thousands): Years ended December 31st: Unvested stock options Unvested restricted stock awards Total unrecognized compensation expense 2021 (remaining nine months) 49 - 49 2022 20 - 20 2023 4 - 4 2024 - - - $ 73 $ - $ 73 |
Schedule of Stock Option Activity | Stock option activity under our Equity Incentive Plans is summarized as follows (all share and dollar amounts have been adjusted to reflect the 1-for-4 reverse split that occurred in December 2020): Weighted avg. Weighted avg. Weighted avg. remaining Number of exercise price grant date fair contractual life Aggregate awards per share value per share (in years) intrinsic value Outstanding, December 31, 2020 105,086 $ 6.25 $ 6.06 5.38 $ 814,090 Granted - $ - $ - - Exercised (17,195 ) $ 2.31 $ 2.25 1.27 Expired/Forfeited (1,343 ) $ 7.11 $ 6.65 - Outstanding, March 31, 2021 86,548 $ 7.02 $ 6.81 5.86 $ 560,478 Exercisable, March 31, 2021 69,526 $ 6.93 $ 6.80 5.30 $ 456,726 Unvested, March 31, 2021 17,022 $ 7.40 $ 7.16 8.11 $ 103,752 |
Schedule of Restricted Stock Activity Under Equity Incentive Plan | Restricted stock activity under our Equity Incentive Plans is summarized as follows (all share and dollar amounts have been adjusted to reflect the 1-for-4 reverse split that occurred in December 2020): Weighted avg. Number of grant date options fair value Non-vested restricted shares, December 31, 2020 1,250 $ 10.20 Granted - $ - Vested (1,250 ) $ 10.20 Forfeited - $ - Non-vested restricted shares, March 31, 2021 - $ - |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue Recognition [Abstract] | |
Schedule of Revenues Disaggregated by Revenue | Revenue attributable to each of our identified revenue categories is disaggregated in the table below (amounts in thousands). Three months ended March 31, 2021 Three months ended March 31, 2020 Verification and Certification Segment Software Sales and Related Consulting Segment Eliminations and Other Consolidated Totals Verification and Certification Segment Software Sales and Related Consulting Segment Eliminations and Other Consolidated Totals Revenues: Verification and certification service revenue $ 3,263 $ - $ - $ 3,263 $ 2,803 $ - $ - $ 2,803 Product sales 724 - - 724 725 - - 725 Software license, maintenance and support services revenue - 141 - 141 - 233 (90 ) 143 Software-related consulting service revenue - 312 - 312 - 265 (24 ) 241 Total revenues $ 3,987 $ 453 $ - $ 4,440 $ 3,528 $ 498 $ (114 ) $ 3,912 |
Schedule of Changes in Contract Liabilities | The following table reflects the changes in our contract liabilities during the three month period ended March 31, 2021 (amounts in thousands): Deferred revenue: Unearned revenue January 1, 2021 $ 1,132 Unearned billings 1,604 Revenue recognized (1,401 ) Unearned revenue March 31, 2021 $ 1,335 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of Lease Expense | The components of lease expense were as follows (amounts in thousands): Three months ended March 31, 2021 March 31, 2020 Operating lease cost $ 116 $ 116 Finance lease cost Amortization of assets 2 2 Interest on finance lease obligations 1 1 Total net lease cost $ 119 $ 119 |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows (amounts in thousands): March 31, 2021 December 31, 2020 Operating leases: Related Party Other Total Related Party Other Total Operating lease ROU assets $ 2,709 $ 217 $ 2,926 $ 2,755 $ 238 $ 2,993 Current operating lease liabilities $ 184 $ 91 $ 275 $ 179 $ 89 $ 268 Noncurrent operating lease liabilities 3,032 154 3,186 3,079 178 3,257 Total operating lease liabilities $ 3,216 $ 245 $ 3,461 $ 3,258 $ 267 $ 3,525 Finance leases: March 31, 2021 December 31, 2020 Property and equipment, at cost $ 67 $ 67 Accumulated amortization (33 ) (30 ) Property and equipment, net $ 34 $ 37 Current obligations of finance leases $ 12 $ 13 Finance leases, net of current obligations 29 31 Total finance lease liabilities $ 41 $ 44 Weighted average remaining lease term (in years): Operating leases 9.8 10.0 Finance leases 3.6 3.7 Weighted average discount rate: Operating leases 5.8 % 5.8 % Finance leases 12.6 % 13.0 % |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow and other information related to leases was as follows (amounts in thousands): Three months ended March 31, 2021 March 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 114 $ 111 Operating cash flows from finance leases $ 1 $ 1 Financing cash flows from finance leases $ 3 $ 2 ROU assets obtained in exchange for lease liabilities: Operating leases $ 3,531 $ 3,507 |
Schedule of Maturities of Operating Lease and Finance Lease Liabilities | Maturities of lease liabilities were as follows (amounts in thousands): Years Ending December 31st, Operating Leases Finance Leases 2021 (nine remaining months) $ 347 $ 13 2022 466 15 2023 461 10 2024 407 5 2025 405 5 Thereafter 2,497 - Total lease payments 4,583 48 Less amount representing interest (1,122 ) (7 ) Total lease obligations 3,461 41 Less current portion (275 ) (12 ) Long-term lease obligations $ 3,186 $ 29 |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Operating Segments | The following table shows information for reportable operating segments (amounts in thousands): Three months ended March 31, 2021 Three months ended March 31, 2020 Verification and Certification Segment Software Sales and Related Consulting Segment Eliminations and Other Consolidated Totals Verification and Certification Segment Software Sales and Related Consulting Segment Eliminations and Other Consolidated Totals Assets: Goodwill $ 1,947 $ 999 $ - $ 2,946 $ 1,133 $ 1,813 $ - $ 2,946 All other assets, net 17,545 2,891 (3,694 ) 16,742 15,866 3,711 (4,530 ) 15,047 Total assets $ 19,492 $ 3,890 $ (3,694 ) $ 19,688 $ 16,999 $ 5,524 $ (4,530 ) $ 17,993 Revenues: Verification and certification service revenue $ 3,263 $ - $ - $ 3,263 $ 2,803 $ - $ - $ 2,803 Product sales 724 - - 724 725 - - 725 Software license, maintenance and support services revenue - 141 - 141 - 233 (90 ) 143 Software-related consulting service revenue - 312 - 312 - 265 (24 ) 241 Total revenues $ 3,987 $ 453 $ - $ 4,440 $ 3,528 $ 498 $ (114 ) $ 3,912 Costs of revenues: Costs of verification and certification services 1,793 - - 1,793 1,624 - (90 ) 1,534 Costs of products 457 - - 457 502 - - 502 Costs of software license, maintenance and support services - 100 - 100 - 146 - 146 Costs of software-related consulting services - 228 - 228 - 120 - 120 Total costs of revenues 2,250 328 - 2,578 2,126 266 (90 ) 2,302 Gross profit 1,737 125 - 1,862 1,402 232 (24 ) 1,610 Depreciation & amortization 151 51 - 202 88 146 - 234 Other operating expenses 1,479 92 - 1,571 1,537 217 (24 ) 1,730 Segment operating income/(loss) $ 107 $ (18 ) $ - $ 89 $ (223 ) $ (131 ) $ - $ (354 ) Other items to reconcile segment operating income (loss) to net income/(loss): Other income 35 - 1,037 1,072 30 3 - 33 Income tax (expense)/benefit - - (11 ) (11 ) - - 80 80 Net income/(loss) $ 142 $ (18 ) $ 1,026 $ 1,150 $ (193 ) $ (128 ) $ 80 $ (241 ) |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Supplemental Cash Flow Information | Three months ended March 31, (Amounts in thousands) 2021 2020 Cash paid during the year: Interest expense $ 1 $ 2 Income taxes $ - $ - |
The Company and Basis of Pres_2
The Company and Basis of Presentation (Details Narrative) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Reverse split stock | 1-for-4 reverse stock split | 1-for-4 reverse stock split |
Basic and Diluted Net Income _3
Basic and Diluted Net Income / (Loss) Per Share - Schedule of Reconciliation of Basic and Diluted Income Per Share Computations (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Per share - net income/(loss): | ||
Basic:: Weighted average shares outstanding | 6,136,000 | 6,237,000 |
Diluted: Weighted average shares outstanding | 6,136,000 | 6,237,000 |
Diluted: Weighted average effects of dilutive securities | 95,000 | |
Diluted: Total | 6,231,000 | 6,237,000 |
Antidilutive securities: | 52,000 |
Investment in Progressive Bee_2
Investment in Progressive Beef, LLC (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Investments, All Other Investments [Abstract] | ||
Dividend income | $ 30 | $ 30 |
Intangible and Other Assets - S
Intangible and Other Assets - Schedule of Intangible and Other Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Intangible and other assets, gross | $ 5,257 | $ 5,257 |
Less accumulated amortization | 2,877 | 2,795 |
Intangible and other assets, net | 2,380 | 2,462 |
Tradenames/trademarks (not subject to amortization) | 465 | 465 |
Intangible assets | 2,845 | 2,927 |
Other assets | 13 | 21 |
Intangible and other assets: | 2,858 | 2,948 |
Tradenames and Trademarks [Member] | ||
Intangible and other assets, gross | 417 | 417 |
Accreditations [Member] | ||
Intangible and other assets, gross | $ 85 | 85 |
Estimated useful lives of intangible assets | 5 years | |
Customer Relationships [Member] | ||
Intangible and other assets, gross | $ 3,664 | 3,664 |
Patents [Member] | ||
Intangible and other assets, gross | $ 970 | 970 |
Estimated useful lives of intangible assets | 4 years | |
Non-compete Agreements [Member] | ||
Intangible and other assets, gross | $ 121 | $ 121 |
Estimated useful lives of intangible assets | 5 years | |
Minimum [Member] | Tradenames and Trademarks [Member] | ||
Estimated useful lives of intangible assets | 2 years 6 months | |
Minimum [Member] | Customer Relationships [Member] | ||
Estimated useful lives of intangible assets | 3 years | |
Maximum [Member] | Tradenames and Trademarks [Member] | ||
Estimated useful lives of intangible assets | 8 years | |
Maximum [Member] | Customer Relationships [Member] | ||
Estimated useful lives of intangible assets | 15 years |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Income and sales taxes payable | $ 136 | $ 168 |
Payroll related accruals | 416 | 271 |
Customer deposits | 68 | 31 |
Professional fees and other expenses | 288 | 129 |
Accrued expenses and other current liabilities | $ 908 | $ 599 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Revolving Line of Credit [Member] | ||
Revolving line of credit maturity date | Apr. 12, 2022 | |
Working capital | $ 75,080 | |
Interest rate, basis spread | 1.50% | |
Debt interest rate | 4.75% | 4.75% |
Paycheck Protection Program [Member] | ||
Proceeds from loans | $ 350,000,000,000 |
Notes Payable - Schedule of Lon
Notes Payable - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Paycheck Protection Program Loan | $ 1,035 | |
Less current portion of notes payable and other long-term debt | (463) | |
Notes payable and other long-term debt | $ 572 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Reverse split stock | 1-for-4 reverse stock split | 1-for-4 reverse stock split |
Employees [Member] | ||
Number of shares awards outstanding | 5,000,000 | |
Stock options exercise price per share | $ 7.24 | |
Reverse split stock | 1-for-4 reverse split |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Total | $ 25 | $ 31 |
Stock Options [Member] | ||
Total | 24 | 30 |
Restricted Stock Awards [Member] | ||
Total | $ 1 | $ 1 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Estimated Fair Value of Stock Options (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Number of options awarded to purchase common shares | 5,000,000 | |
Risk-free interest rate | 0.00% | 1.56% |
Expected volatility | 0.00% | 97.00% |
Assumed dividend yield | 0.00% | 0.00% |
Expected life of options from the date of grant | 0 years | 9 years 10 months 25 days |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Unrecognized Compensation Cost from Unvested Awards (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Unvested stock options | $ 73 |
Unvested restricted stock awards | |
Total unrecognized compensation expense | 73 |
2021 (Remaining Nine Months) [Member] | |
Unvested stock options | 49 |
Unvested restricted stock awards | |
Total unrecognized compensation expense | 49 |
2022 [Member] | |
Unvested stock options | 20 |
Unvested restricted stock awards | |
Total unrecognized compensation expense | 20 |
2023 [Member] | |
Unvested stock options | 4 |
Unvested restricted stock awards | |
Total unrecognized compensation expense | 4 |
2024 [Member] | |
Unvested stock options | |
Unvested restricted stock awards | |
Total unrecognized compensation expense |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Number of stock options, Granted | 5,000,000 | |
Equity Incentive Plans [Member] | ||
Number of stock options, Beginning Balance | 105,086,000 | |
Number of stock options, Granted | ||
Number of stock options, Exercised | (17,195,000) | |
Number of stock options, Expired/Forfeited | (1,343,000) | |
Number of stock options, Ending Balance | 86,548,000 | |
Number of stock options, Exercisable | 69,526,000 | |
Number of stock options, Unvested | 17,022,000 | |
Weighted avg exercise price per share, Beginning Balance | $ 6.25 | |
Weighted avg exercise price per share, Granted | ||
Weighted avg exercise price per share, Exercised | 2.31 | |
Weighted avg exercise price per share, Expired/Forfeited | 7.11 | |
Weighted avg exercise price per share, Ending Balance | 7.02 | |
Weighted avg exercise price per share, Exercisable | 6.93 | |
Weighted avg exercise price per share, Unvested | 7.40 | |
Weighted avg grant date fair value per share, Beginning Balance | 6.06 | |
Weighted avg grant date fair value per share, Granted | ||
Weighted avg grant date fair value per share, Exercised | 2.25 | |
Weighted avg grant date fair value per share, Expired/Forfeited | 6.65 | |
Weighted avg grant date fair value per share, Ending Balance | 6.81 | |
Weighted avg grant date fair value per share, Exercisable Ending | 6.80 | |
Weighted avg grant date fair value per share, Unvested Ending | $ 7.16 | |
Weighted avg remaining contractual life (in years), Beginning Balance | 5 years 4 months 17 days | |
Weighted avg remaining contractual life (in years), Granted | 0 years | |
Weighted avg remaining contractual life (in years), Exercised | 1 year 3 months 8 days | |
Weighted avg remaining contractual life (in years), Expired/Forfeited | 0 years | |
Weighted avg remaining contractual life (in years), Ending Balance | 5 years 10 months 10 days | |
Weighted avg remaining contractual life (in years), Exercisable Ending | 5 years 3 months 19 days | |
Weighted avg remaining contractual life (in years), Unvested Ending | 8 years 1 month 9 days | |
Aggregate intrinsic value, Beginning Balance | $ 814,090 | |
Aggregate intrinsic value, Ending Balance | 560,478 | |
Aggregate intrinsic value, Exercisable Ending | 456,726 | |
Aggregate intrinsic value, Unvested Ending | $ 103,752 |
Stock-Based Compensation - Sc_5
Stock-Based Compensation - Schedule of Restricted Stock Activity Under Equity Incentive Plan (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Number of restricted stock options, Beginning Balance | shares | 1,250,000 |
Number of restricted stock options, Granted | shares | |
Number of restricted stock options, Vested | shares | (1,250,000) |
Number of restricted stock options, Forfeited | shares | |
Number of restricted stock options, Ending Balance | shares | |
Weighted avg grant date fair value, Beginning Balance | $ / shares | $ 10.20 |
Weighted avg grant date fair value, Granted | $ / shares | |
Weighted avg grant date fair value, Vested | $ / shares | 10.20 |
Weighted avg grant date fair value, Forfeited | $ / shares | |
Weighted avg grant date fair value, Ending Balance | $ / shares |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit | $ 11 | $ (80) |
Revenue Recognition (Details Na
Revenue Recognition (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Revenue Recognition [Abstract] | |||
Accounts receivable from contracts with customers, net of allowance for doubtful accounts | $ 1,900 | $ 2,500 | |
Deferred revenue from contracts with customers | $ 1,335 | $ 1,132 | $ 1,100 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Revenues Disaggregated by Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Total revenues | $ 4,440 | $ 3,912 |
Product Sales [Member] | ||
Total revenues | 724 | 725 |
Software License, Maintenance and Support Services Revenue [Member] | ||
Total revenues | 141 | 143 |
Software-Related Consulting Service Revenue [Member] | ||
Total revenues | 312 | 241 |
Verification and Certification Segment [Member] | ||
Total revenues | 3,987 | 3,528 |
Verification and Certification Segment [Member] | Verification and Certification Service Revenue [Member] | ||
Total revenues | 3,263 | 2,803 |
Verification and Certification Segment [Member] | Product Sales [Member] | ||
Total revenues | 724 | 725 |
Verification and Certification Segment [Member] | Software License, Maintenance and Support Services Revenue [Member] | ||
Total revenues | ||
Verification and Certification Segment [Member] | Software-Related Consulting Service Revenue [Member] | ||
Total revenues | ||
Software Sales and Related Consulting Segment [Member] | ||
Total revenues | 453 | 498 |
Software Sales and Related Consulting Segment [Member] | Verification and Certification Service Revenue [Member] | ||
Total revenues | ||
Software Sales and Related Consulting Segment [Member] | Product Sales [Member] | ||
Total revenues | ||
Software Sales and Related Consulting Segment [Member] | Software License, Maintenance and Support Services Revenue [Member] | ||
Total revenues | 141 | 233 |
Software Sales and Related Consulting Segment [Member] | Software-Related Consulting Service Revenue [Member] | ||
Total revenues | 312 | 265 |
Eliminations and Other [Member] | ||
Total revenues | (114) | |
Eliminations and Other [Member] | Verification and Certification Service Revenue [Member] | ||
Total revenues | ||
Eliminations and Other [Member] | Product Sales [Member] | ||
Total revenues | ||
Eliminations and Other [Member] | Software License, Maintenance and Support Services Revenue [Member] | ||
Total revenues | (90) | |
Eliminations and Other [Member] | Software-Related Consulting Service Revenue [Member] | ||
Total revenues | (24) | |
Consolidated [Member] | ||
Total revenues | 4,440 | 3,912 |
Consolidated [Member] | Verification and Certification Service Revenue [Member] | ||
Total revenues | 3,263 | 2,803 |
Consolidated [Member] | Product Sales [Member] | ||
Total revenues | 724 | 725 |
Consolidated [Member] | Software License, Maintenance and Support Services Revenue [Member] | ||
Total revenues | 141 | 143 |
Consolidated [Member] | Software-Related Consulting Service Revenue [Member] | ||
Total revenues | $ 312 | $ 241 |
Revenue Recognition - Schedul_2
Revenue Recognition - Schedule of Changes in Contract Liabilities (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Revenue Recognition [Abstract] | |
Unearned revenue, Beginning balance | $ 1,132 |
Unearned billings | 1,604 |
Revenue recognized | (1,401) |
Unearned revenue, Ending balance | $ 1,335 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating lease cost | $ 116 | $ 116 |
Corporate Headquarters [Member] | ||
Operating lease cost | $ 100 | |
Corporate Headquarters [Member] | The Move, LLC [Member] | ||
Ownership interest | 24.23% |
Leases - Schedule of Lease Expe
Leases - Schedule of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Operating lease cost | $ 116 | $ 116 |
Finance lease cost Amortization of assets | 2 | 2 |
Finance lease cost Interest on finance lease obligations | 1 | 1 |
Total net lease cost | $ 119 | $ 119 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Operating lease ROU assets | $ 2,960 | $ 3,030 |
Current operating lease liabilities | 275 | 268 |
Noncurrent operating lease liabilities | 3,186 | 3,257 |
Total operating lease liabilities | 3,461 | 3,525 |
Property and equipment, net | 1,689 | 1,616 |
Current obligations of finance leases | 12 | 13 |
Finance leases, net of current obligations | 29 | $ 31 |
Total finance lease liabilities | $ 41 | |
Weighted average remaining operating lease term (in years) | 9 years 9 months 18 days | 10 years |
Weighted average remaining finance lease term (in years) | 3 years 7 months 6 days | 3 years 8 months 12 days |
Operating leases weighted average discount rate | 5.80% | 5.80% |
Finance leases weighted average discount rate | 12.60% | 13.00% |
Finance Leases [Member] | ||
Property and equipment, at cost | $ 67 | $ 67 |
Accumulated amortization | (33) | (30) |
Property and equipment, net | 34 | 37 |
Current obligations of finance leases | 12 | 13 |
Finance leases, net of current obligations | 29 | 31 |
Total finance lease liabilities | 41 | 44 |
Related Party [Member] | ||
Operating lease ROU assets | 2,709 | 2,755 |
Current operating lease liabilities | 184 | 179 |
Noncurrent operating lease liabilities | 3,032 | 3,079 |
Total operating lease liabilities | 3,216 | 3,258 |
Other [Member] | ||
Operating lease ROU assets | 217 | 238 |
Current operating lease liabilities | 91 | 89 |
Noncurrent operating lease liabilities | 154 | 178 |
Total operating lease liabilities | $ 245 | $ 267 |
Leases - Schedule of Suppleme_2
Leases - Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 114 | $ 111 |
Operating cash flows from finance leases | 1 | 1 |
Financing cash flows from finance leases | 3 | 2 |
ROU assets obtained in exchange for lease liabilities: Operating leases | $ 3,531 | $ 3,507 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Lease and Finance Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Operating Leases, 2021 (nine remaining months) | $ 347 | |
Operating Leases, 2022 | 466 | |
Operating Leases, 2023 | 461 | |
Operating Leases, 2024 | 407 | |
Operating Leases, 2025 | 405 | |
Operating Leases, Thereafter | 2,497 | |
Total lease payments | 4,583 | |
Less amount representing interest | (1,122) | |
Total lease obligations | 3,461 | $ 3,525 |
Less current portion | (275) | (268) |
Long-term lease obligations | 3,186 | 3,257 |
Finance Leases, 2021 (nine remaining months) | 13 | |
Finance Leases, 2022 | 15 | |
Finance Leases, 2023 | 10 | |
Finance Leases, 2024 | 5 | |
Finance Leases, 2025 | 5 | |
Finance Leases, Thereafter | ||
Total lease payments | 48 | |
Less amount representing interest | (7) | |
Total lease obligations | 41 | |
Less current portion | (12) | (13) |
Long-term lease obligations | $ 29 | $ 31 |
Segments (Details Narrative)
Segments (Details Narrative) | 3 Months Ended |
Mar. 31, 2021Segment | |
Segment Reporting [Abstract] | |
Number of operating segment | 1 |
Segments - Schedule of Operatin
Segments - Schedule of Operating Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Goodwill | $ 2,946 | $ 2,946 | |
Total assets | 19,688 | $ 19,448 | |
Total revenues | 4,440 | $ 3,912 | |
Total costs of revenues | 2,578 | 2,302 | |
Gross profit | 1,862 | 1,610 | |
Depreciation & amortization | 202 | 233 | |
Segment operating income/(loss) | 89 | (354) | |
Income tax (expense)/benefit | (11) | 80 | |
Net income/(loss) | 1,150 | (241) | |
Verification and Certification Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Goodwill | 1,947 | 1,133 | |
All other assets, net | 17,545 | 15,866 | |
Total assets | 19,492 | 16,999 | |
Total revenues | 3,987 | 3,528 | |
Total costs of revenues | 2,250 | 2,126 | |
Gross profit | 1,737 | 1,402 | |
Depreciation & amortization | 151 | 88 | |
Other operating expenses | 1,479 | 1,537 | |
Segment operating income/(loss) | 107 | (223) | |
Other income | 35 | 30 | |
Income tax (expense)/benefit | |||
Net income/(loss) | 142 | (193) | |
Verification and Certification Segment [Member] | Verification and Certification Service Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 3,263 | 2,803 | |
Total costs of revenues | 1,793 | 1,624 | |
Verification and Certification Segment [Member] | Product Sales [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 724 | 725 | |
Total costs of revenues | 457 | 502 | |
Verification and Certification Segment [Member] | Software License, Maintenance and Support Services Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | |||
Total costs of revenues | |||
Verification and Certification Segment [Member] | Software-Related Consulting Service Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | |||
Total costs of revenues | |||
Software Sales and Related Consulting Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Goodwill | 999 | 1,813 | |
All other assets, net | 2,891 | 3,711 | |
Total assets | 3,890 | 5,524 | |
Total revenues | 453 | 498 | |
Total costs of revenues | 328 | 266 | |
Gross profit | 125 | 232 | |
Depreciation & amortization | 51 | 146 | |
Other operating expenses | 92 | 217 | |
Segment operating income/(loss) | (18) | (131) | |
Other income | 3 | ||
Income tax (expense)/benefit | |||
Net income/(loss) | (18) | (128) | |
Software Sales and Related Consulting Segment [Member] | Verification and Certification Service Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | |||
Total costs of revenues | |||
Software Sales and Related Consulting Segment [Member] | Product Sales [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | |||
Total costs of revenues | |||
Software Sales and Related Consulting Segment [Member] | Software License, Maintenance and Support Services Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 141 | 233 | |
Total costs of revenues | 100 | 146 | |
Software Sales and Related Consulting Segment [Member] | Software-Related Consulting Service Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 312 | 265 | |
Total costs of revenues | 228 | 120 | |
Eliminations and Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Goodwill | |||
All other assets, net | (3,694) | (4,530) | |
Total assets | (3,694) | (4,530) | |
Total revenues | (114) | ||
Total costs of revenues | (90) | ||
Gross profit | (24) | ||
Depreciation & amortization | |||
Other operating expenses | (24) | ||
Segment operating income/(loss) | |||
Other income | 1,037 | ||
Income tax (expense)/benefit | (11) | 80 | |
Net income/(loss) | 1,026 | 80 | |
Eliminations and Other [Member] | Verification and Certification Service Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | |||
Total costs of revenues | (90) | ||
Eliminations and Other [Member] | Product Sales [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | |||
Total costs of revenues | |||
Eliminations and Other [Member] | Software License, Maintenance and Support Services Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | (90) | ||
Total costs of revenues | |||
Eliminations and Other [Member] | Software-Related Consulting Service Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | (24) | ||
Total costs of revenues | |||
Consolidated [Member] | |||
Segment Reporting Information [Line Items] | |||
Goodwill | 2,946 | 2,946 | |
All other assets, net | 16,742 | 15,047 | |
Total assets | 19,688 | 17,993 | |
Total revenues | 4,440 | 3,912 | |
Total costs of revenues | 2,578 | 2,302 | |
Gross profit | 1,862 | 1,610 | |
Depreciation & amortization | 202 | 234 | |
Other operating expenses | 1,571 | 1,730 | |
Segment operating income/(loss) | 89 | (354) | |
Other income | 1,072 | 33 | |
Income tax (expense)/benefit | (11) | 80 | |
Net income/(loss) | 1,150 | (241) | |
Consolidated [Member] | Verification and Certification Service Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 3,263 | 2,803 | |
Total costs of revenues | 1,793 | 1,534 | |
Consolidated [Member] | Product Sales [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 724 | 725 | |
Total costs of revenues | 457 | 502 | |
Consolidated [Member] | Software License, Maintenance and Support Services Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 141 | 143 | |
Total costs of revenues | 100 | 146 | |
Consolidated [Member] | Software-Related Consulting Service Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 312 | 241 | |
Total costs of revenues | $ 228 | $ 120 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Supplemental Cash Flow Information [Abstract] | ||
Interest expense | $ 1 | $ 2 |
Income taxes |