Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 25, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-40314 | ||
Entity Registrant Name | WHERE FOOD COMES FROM, INC. | ||
Entity Central Index Key | 0001360565 | ||
Entity Tax Identification Number | 43-1802805 | ||
Entity Incorporation, State or Country Code | CO | ||
Entity Address, Address Line One | 202 6th Street | ||
Entity Address, Address Line Two | Suite 400 | ||
Entity Address, City or Town | Castle Rock | ||
Entity Address, State or Province | CO | ||
Entity Address, Postal Zip Code | 80104 | ||
City Area Code | 303 | ||
Local Phone Number | 895-3002 | ||
Title of 12(b) Security | Common Stock, $0.001 par value | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 43,935,063 | ||
Entity Common Stock, Shares Outstanding | 5,948,607 | ||
Documents Incorporated by Reference | Part III is incorporated by reference from the registrant’s Definitive Proxy Statement for its 2021 Annual Meeting of Shareholders to be filed, pursuant to Regulation 14A, within 120 days after the close of the registrant’s 2021 fiscal year. | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 647 | ||
Auditor Name | Causey Demgen & Moore, P.C. | ||
Auditor Location | Denver, Colorado |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 5,414 | $ 4,374 |
Accounts receivable, net of allowance | 2,178 | 2,508 |
Inventory | 767 | |
Prepaid expenses and other current assets | 325 | 592 |
Total current assets | 8,684 | 7,474 |
Property and equipment, net | 1,295 | 1,616 |
Right-of-use assets, net | 2,823 | 3,030 |
Investment in Progressive Beef | 991 | 991 |
Intangible and other assets, net | 2,581 | 2,948 |
Goodwill, net | 2,946 | 2,946 |
Deferred tax assets, net | 464 | 443 |
Total assets | 19,784 | 19,448 |
Current liabilities: | ||
Accounts payable | 447 | 649 |
Accrued expenses and other current liabilities | 710 | 599 |
Deferred revenue | 1,513 | 1,132 |
Current portion of long term debt | 463 | |
Current portion of finance lease obligations | 13 | 13 |
Current portion of operating lease obligations | 313 | 268 |
Total current liabilities | 2,996 | 3,124 |
Long term debt, net of current portion | 572 | |
Finance lease obligations, net of current portion | 19 | 31 |
Operating lease obligation, net of current portion | 3,020 | 3,257 |
Total liabilities | 6,035 | 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; 6,489 (2021) and 6,456 (2020) shares issued, and 6,071 (2021) and 6,118 (2020) shares outstanding | 6 | 6 |
Additional paid-in-capital | 11,955 | 11,612 |
Treasury stock of 419 (2021) and 338 (2020) shares | (3,807) | (2,702) |
Retained earnings | 5,595 | 3,548 |
Total equity | 13,749 | 12,464 |
Total liabilities and stockholders’ equity | $ 19,784 | $ 19,448 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 5,000 | 5,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 95,000 | 95,000 |
Common stock, shares issued | 6,489 | 6,456 |
Common stock, shares outstanding | 6,071 | 6,118 |
Treasury stock | 419 | 338 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues: | ||
Total revenues | $ 21,932 | $ 20,076 |
Costs of revenues: | ||
Total costs of revenues | 12,195 | 11,148 |
Gross profit | 9,737 | 8,928 |
Selling, general and administrative expenses | 7,434 | 7,241 |
Income from operations | 2,303 | 1,687 |
Dividend income from Progressive Beef | 200 | 150 |
Gain on sale of assets | 95 | 18 |
Loan forgiveness from Paycheck Protection Program | 1,037 | |
Other income, net | 2 | 7 |
Loss on foreign currency exchange | (11) | (2) |
Interest expense | (6) | (13) |
Income before income taxes | 3,620 | 1,847 |
Income tax expense | 659 | 462 |
Net income | $ 2,961 | $ 1,385 |
Per share - net income | ||
Basic | $ 0.49 | $ 0.23 |
Diluted | $ 0.48 | $ 0.22 |
Weighted average number of common shares outstanding: | ||
Basic | 6,098 | 6,162 |
Diluted | 6,185 | 6,221 |
Verification and Certification Service Revenue [Member] | ||
Revenues: | ||
Total revenues | $ 16,058 | $ 14,254 |
Costs of revenues: | ||
Total costs of revenues | 8,402 | 7,407 |
Product Sales [Member] | ||
Revenues: | ||
Total revenues | 3,830 | 3,859 |
Costs of revenues: | ||
Total costs of revenues | 2,441 | 2,508 |
Software-Related Consulting Service Revenue [Member] | ||
Revenues: | ||
Total revenues | 2,044 | 1,963 |
Costs of revenues: | ||
Total costs of revenues | $ 1,352 | $ 1,233 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities: | ||
Net income | $ 2,961 | $ 1,385 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 799 | 997 |
Gain on sale of assets | (95) | (18) |
Stock-based compensation expense | 291 | 121 |
Deferred tax benefit | (21) | (65) |
Bad debt expense | 53 | |
Forgiveness of note payable from Paycheck Protection Program | (1,037) | |
Effect of acquisition fair value adjustment | 41 | |
Changes in operating assets and liabilities, net of effect from acquisitions: | ||
Accounts receivable | 330 | (46) |
Short-term investments | 258 | |
Inventory | (767) | |
Prepaid expenses and other assets | 267 | (142) |
Accounts payable | (202) | (374) |
Accrued expenses and other current liabilities | 108 | (75) |
Deferred revenue | 381 | 335 |
Right of use assets and liabilities, net | 5 | (18) |
Net cash provided by operating activities | 3,020 | 2,452 |
Investing activities: | ||
Acquisition of Postelsia Holdings, Ltd. | (300) | |
Proceeds from sale of assets | 210 | 34 |
Purchases of property, equipment and software development costs | (213) | (464) |
Net cash used in investing activities | (3) | (730) |
Financing activities: | ||
Proceeds from long term debt | 1,030 | |
Proceeds from finance lease obligations | 24 | |
Repayments of finance lease obligations | (10) | (8) |
Proceed from stock option exercise | 52 | 5 |
Dividends paid to shareholders | (914) | |
Stock repurchase under Stock Buyback Plan | (1,105) | (1,037) |
Net cash (used) in / provided by financing activities | (1,977) | 14 |
Net change in cash | 1,040 | 1,736 |
Cash at beginning of period | 4,374 | 2,638 |
Cash at end of period | $ 5,414 | $ 4,374 |
Consolidated Statement of Equit
Consolidated Statement of Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] |
Balance at December 31, 2020 at Dec. 31, 2019 | $ 11,949 | $ 6 | $ 11,445 | $ (1,665) | $ 2,163 |
Balance, shares at Dec. 31, 2019 | 6,245 | ||||
Stock-based compensation expense | 121 | 121 | |||
Stock-based compensation expense, shares | |||||
Stock options exercised | $ 5 | 5 | |||
Stock options exercised, shares | 5,000 | 5 | |||
Repurchase of common shares under Stock Buyback Plan | $ (1,037) | (1,037) | |||
Repurchase of common shares under Stock Buyback Plan, shares | (132) | (132) | |||
Effect of acquisition fair value adjustment | $ 41 | 41 | |||
Dividends paid | (914) | (914) | |||
Net income | 1,385 | 1,385 | |||
Balance at December 31, 2021 at Dec. 31, 2020 | 12,464 | $ 6 | 11,612 | (2,702) | 3,548 |
Balance, shares at Dec. 31, 2020 | 6,118 | ||||
Stock-based compensation expense | 291 | 291 | |||
Stock-based compensation expense, shares | 15 | ||||
Stock options exercised | $ 52 | 52 | |||
Stock options exercised, shares | 19,295 | 19 | |||
Repurchase of common shares under Stock Buyback Plan | $ (1,105) | (1,105) | |||
Repurchase of common shares under Stock Buyback Plan, shares | (81) | (81) | |||
Dividends paid | $ (914) | (914) | |||
Net income | 2,961 | 2,961 | |||
Balance at December 31, 2021 at Dec. 31, 2021 | $ 13,749 | $ 6 | $ 11,955 | $ (3,807) | $ 5,595 |
Balance, shares at Dec. 31, 2021 | 6,071 |
The Company and Basis of Presen
The Company and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
The Company and Basis of Presentation | Note 1 - The Company and Basis of Presentation Business Overview Where Food Comes From, Inc. is a Colorado corporation based in Castle Rock, Colorado (“WFCF”, the “Company,” “our,” “we,” or “us”). We are an independent, third-party food verification company conducting both on-site and desk audits to verify that claims being made about livestock, food, other high-value specialty crops and agricultural products are accurate. We care about food and other agricultural products, how it is grown and raised, the quality of what we eat, what farmers and ranchers do, and authentically telling that story to the consumer. Our team visits farms and ranches and looks at their plants, animals, and records, and compares the information we collect to specific standards or claims that farms and ranches want to make about how they are producing food. We strive to ensure that everyone involved in the food business - from growers and farmers to retailers and shoppers – can count on WFCF to provide authentic and transparent information about the food we eat and how, where, and by whom it is produced. We also provide a wide range of professional services and technology solutions that generate incremental revenue specific to the food and agricultural industry and drive sustainable value creation. Finally, the Company’s Where Food Comes From Source Verified® retail and restaurant labeling program utilizes the verification of product attributes to connect consumers directly to the source of the food they purchase through product labeling and web-based information sharing and education. Most of our customers are located throughout the United States. Basis of Presentation Our consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). 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. Actual results could differ from the estimates. Our consolidated financial statements include the accounts of all majority-owned or controlled subsidiaries, and 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. Except as specifically indicated, all information in this Annual Report on Form 10-K has been retroactively adjusted to give effect to a 1-for-4 reverse stock split |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Cash and Cash Equivalents We place our cash with high quality financial institutions. At times, cash balances may exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limit; however, we have not experienced any losses related to balances that exceed such FDIC insurance limits (currently $ 250,000 Where Food Comes From, Inc. Notes to the Consolidated Financial Statements 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 the 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. Where Food Comes From, Inc. Notes to the Consolidated Financial Statements 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 customers 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. Where Food Comes From, Inc. Notes to the Consolidated Financial Statements 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 the 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. Where Food Comes From, Inc. Notes to the Consolidated Financial Statements 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 the 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. Where Food Comes From, Inc. Notes to the Consolidated Financial Statements 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 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. Where Food Comes From, Inc. Notes to the Consolidated Financial Statements 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 related to consulting services 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. 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. Where Food Comes From, Inc. Notes to the Consolidated Financial Statements 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 three material revenue categories in our business: (i) verification and certification service revenue, (ii) product sales, (iii) software and related consulting revenue. Revenue attributable to each of our identified revenue categories is disaggregated in the table below (amounts in thousands). Schedule of Revenue Attributable to Each of Our Identified Revenue Categories 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 Year ended December 31, 2021 Year ended December 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 $ 16,058 $ - $ - $ 16,058 $ 14,254 $ - $ - $ 14,254 Product sales 3,830 - - 3,830 3,859 - - 3,859 Software and related consulting revenue - 2,044 - 2,044 - 2,077 (114 ) 1,963 Total revenues $ 19,888 $ 2,044 $ - $ 21,932 $ 18,113 $ 2,077 $ (114 ) $ 20,076 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. Where Food Comes From, Inc. Notes to the Consolidated Financial Statements 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 December 31, 2021 and 2020, accounts receivable from contracts with customers, net of allowance for doubtful accounts, were approximately $ 2.2 million and $ 2.5 As of December 31, 2021 and 2020, deferred revenue from contracts with customers were approximately $ 1.5 1.1 The following table reflects the changes in our contract liabilities during the year ended December 31, 2021 and 2020: Schedule of Changes in Contract Liabilities Deferred revenue (in thousands): 2021 2020 Deferred revenue January 1 $ 1,132 $ 797 Unearned billings 3,373 3,163 Revenue recognized (2,992 ) (2,828 ) Deferred revenue December 31 $ 1,513 $ 1,132 Cost of Revenues Salaries and related fringe benefits directly associated with our verification and certification service revenues are allocated to costs of verification and certification services. Costs of products primarily represents the cost of livestock ear tags generally used in connection with our verification programs. Livestock identification ear tags sold in connection with our verification offerings are purchased primarily from one supplier. However, there are numerous other companies which manufacture and market such ear tags. Costs of software and related consulting include direct costs of salaries and related fringe benefits, and software product support, including web-hosting fees. Where Food Comes From, Inc. Notes to the Consolidated Financial Statements Accounts Receivable and Allowance for Doubtful Accounts Our receivables are generally due from trade customers. Credit is extended based on our evaluation of the customer’s financial condition, and generally collateral is not required. Accounts receivable are generally due approximately 30 days from the invoice date and are stated at amounts due from customers, net of an allowance for doubtful accounts. Accounts receivable that are outstanding longer than the contractual payment terms are considered past due. We determine our allowance by considering a number of factors, including the length of time trade accounts receivable are past due, our previous loss and payment history, the customer’s current ability to pay its obligations to us and the condition of the general economy and the industry as a whole. We write-off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts. The allowance for doubtful accounts was approximately $ 61,000 63,000 At December 31, 2021 and 2020, no single customer accounted for greater than 10% of our accounts receivable balance. Fair Value Measurements ASC Topic 820, Fair Value Measurements and Disclosure, establishes a hierarchy for inputs used in measuring fair value for financial assets and liabilities that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows: ● Level 1: Quoted prices available in active markets for identical assets or liabilities; ● Level 2: Quoted prices in active markets for similar assets and liabilities that are observable for the asset or lia |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisitions | Note 3 – Business Acquisitions Postelsia Holdings, Ltd. On February 21, 2020 the Company acquired all of the stock of privately held Postelsia Holdings, Ltd. (“Postelsia”) for $ 0.3 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4 - Property and Equipment The major categories of property and equipment are as follows as of December 31st: Schedule of Property and Equipment 2021 2020 (in thousands) Automobiles $ 124 $ 115 Furniture and office equipment 534 529 Software and tools 1,927 1,876 Website development and other enhancements 189 184 Building and leasehold improvements 811 954 Land - 1 Property and equipment, gross 3,585 3,659 Less accumulated depreciation 2,290 2,043 Property and equipment, net $ 1,295 $ 1,616 Total depreciation expense for the years ended December 31, 2021 and 2020 was approximately $ 0.4 10,000 8,000 In December 2021, the Company sold the land, 2,300 0.2 Where Food Comes From, Inc. Notes to the Consolidated Financial Statements |
Investment in Progressive Beef,
Investment in Progressive Beef, LLC | 12 Months Ended |
Dec. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
Investment in Progressive Beef, LLC | Note 5 - Investment in Progressive Beef, LLC On August 9, 2018, the Company purchased a ten percent membership interest in Progressive Beef, LLC (“Progressive Beef”). Where Food Comes From is the primary certifier for Progressive Beef. As of December 31, 2021 and 2020, the Company received dividend income of approximately $ 0.2 |
Intangible and Other Assets
Intangible and Other Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible and Other Assets | Note 6 – Intangible and Other Assets The following table summarizes our intangible assets as of: Schedule of Intangible and Other Assets December 31, December 31, Estimated 2021 2020 Useful Life Intangible assets subject to amortization (in thousands): Tradenames and trademarks $ 417 $ 417 2.5 8.0 Accreditations 75 85 5.0 Customer relationships 3,664 3,664 3.0 15.0 Patents 970 970 4.0 Non-compete agreements 121 121 5.0 5,247 5,257 Less accumulated amortization 3,154 2,795 2,093 2,462 Tradenames/trademarks (not subject to amortization) 465 465 2,558 2,927 Other assets 23 21 Intangible and other assets: $ 2,581 $ 2,948 We reviewed our long-lived assets for indicators of impairment Amortization expense for each of the years ended December 31, 2021 and 2020 was approximately $ 0.4 0.6 Where Food Comes From, Inc. Notes to the Consolidated Financial Statements As of December 31, 2021, future scheduled amortization of intangible assets is as follows (in thousands): Schedule of Future Amortization of Intangible Assets Fiscal year ending December 31: 2022 $ 354 2023 317 2024 305 2025 260 2026 223 Thereafter 634 Intangible and other assets, net $ 2,093 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 7 – Goodwill Changes in the net carrying value of goodwill by segment are as follows (in thousands): Schedule of Changes in Net Carrying Value of Goodwill by Segment Verification and Certification Segment Software Sales and Related Consulting Segment Consolidated January 1, 2020 $ 1,133 $ 1,813 $ 2,946 Transfer of assets 814 (814 ) - December 31, 2020 $ 1,947 $ 999 $ 2,946 Beginning Balance $ 1,947 $ 999 $ 2,946 Transfer of assets - - - December 31, 2021 $ 1,947 $ 999 $ 2,946 Ending Balance $ 1,947 $ 999 $ 2,946 Annual Impairment Test of Goodwill We performed a qualitative assessment on our WFCFO, Validus and SureHarvest, reporting units for our 2021 annual test and concluded that it was more-likely-than-not that the fair value of the reporting unit exceeded its carrying value and, therefore, a two-step impairment test was not necessary. The qualitative assessment compares current performance, expectations and other indicators against what was expected as part of the most recent Step 1 valuation. Consequently, the key estimates and assumptions related to the most recent Step 1 valuation pertaining to this reporting unit had not changed since our previous annual report. Where Food Comes From, Inc. Notes to the Consolidated Financial Statements |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Note 8 – Accrued Expenses and Other Current Liabilities The following table summarizes our accrued expenses and other current liabilities as of (in thousands): Schedule of Accrued Expenses and Other Current Liabilities December 31, December 31, 2021 2020 Income and sales taxes payable $ 185 $ 168 Payroll related accruals 288 271 Customer deposits 76 31 Professional fees and other expenses 161 129 Accrued expenses and other current liabilities $ 710 $ 599 |
Notes Payable and Lease Obligat
Notes Payable and Lease Obligations | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable and Lease Obligations | Note 9 - Notes Payable and Lease Obligations Long Term Debt Schedule of Long Term Debt December 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 1.0 April 17, 2022 1.00 Unison Revolving Line of Credit The Company has a revolving line of credit (“LOC”) agreement which matures on 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 upon maturity 4.75 %. The LOC is collateralized by all the business assets of WFCFO. As of December 31, 2021 and 2020, there were no amounts outstanding under this LOC. Lease Obligations We have operating and finance leases for corporate offices, other regional offices, and certain equipment. Our leases have remaining lease terms of 1 15 extend the leases for up to 5 years each Where Food Comes From, Inc. Notes to the Consolidated Financial Statements The components of lease expense were as follows (in thousands): Schedule of Lease Expense 2021 2020 Year Ended December 31, 2021 2020 Operating lease cost $ 474 $ 464 Finance lease cost Amortization of assets 10 8 Interest on finance lease obligations 4 5 Variable lease cost - - Total net lease cost $ 488 $ 477 Included in the table above, is approximately $ 0.4 million and $ 0.3 for the year ended December 31, 2021 and 2020, respectively, 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. Rent and lease expense for each of the years ended December 31, 2021 and 2020 was $ 0.6 Supplemental balance sheet information related to leases was as follows (in thousands): Schedule of Supplemental Balance Sheet Information Related to Leases December 31, 2021 December 31, 2020 Operating leases: Related Party Other Total Related Party Other Total Operating lease ROU assets $ 2,568 $ 230 $ 2,798 $ 2,755 $ 238 $ 2,993 Current operating lease liabilities 201 112 313 179 89 268 Noncurrent operating lease liabilities 2,880 140 3,020 3,079 178 3,257 Total operating lease liabilities $ 3,081 $ 252 $ 3,333 $ 3,258 $ 267 $ 3,525 Finance leases: December 31, 2021 December 31, 2020 Right of use asset, at cost $51 $67 Accumulated amortization (26 ) (30 ) Right of use asset, net $ 25 $ 37 Current obligations of finance leases $ 13 $ 13 Finance leases, net of current obligations 19 31 Total finance lease liabilities $ 32 $ 44 Weighted average remaining lease term (in years): Operating leases 9.1 10.0 Finance leases 3.1 3.7 Weighted average discount rate: Operating leases 5.7 % 5.8 % Finance leases 11.5 % 13.0 % Where Food Comes From, Inc. Notes to the Consolidated Financial Statements Supplemental cash flow and other information related to leases was as follows (in thousands): Schedule of Supplemental Cash Flow Information Related to Leases 2021 2020 Year Ended December 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 472 $ 449 Operating cash flows from finance leases $ 4 $ 5 Financing cash flows from finance leases $ 10 $ 8 Right of use assets obtained in exchange for lease liabilities: Operating leases $ 3,110 $ 3,531 Maturities of lease liabilities were as follows (in thousands): Schedule of Maturities of Operating Lease and Finance Lease Liabilities Years Ending December 31st, Operating Leases Finance Leases 2022 $ 493 $ 15 2023 480 10 2024 419 5 2025 417 6 2026 430 - Thereafter 2,079 - Total lease payments 4,318 36 Less amount representing interest (985 ) (4 ) Total lease obligations 3,333 32 Less current portion (313 ) (13 ) Long-term lease obligations $ 3,020 $ 19 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10 - Income Taxes The provision for income taxes consists of the following (in thousands): Schedule of Provision for Income Taxes 2021 2020 December 31, 2021 2020 Current income tax expense: International $ 5 $ 8 Federal 534 398 State 140 79 Total current income tax expense 679 485 Deferred income tax benefit: Federal (17 ) (20 ) State (3 ) (3 ) Total deferred income tax benefit (20 ) (23 ) Total income tax expense $ 659 $ 462 Where Food Comes From, Inc. Notes to the Consolidated Financial Statements The reconciliation of income taxes calculated at the statutory rates to our effective tax rate is as follows (in thousands): Schedule of Reconciliation of Income Taxes 2021 2020 December 31, 2021 2020 Expected tax expense $ 759 $ 388 State tax provision, net 141 66 Permanent differences 4 8 Foreign 40 36 Stock options (38 ) - PPP loan forgiveness (253 ) - Other, net 6 (36 ) Total income tax expense $ 659 $ 462 The income tax effects of temporary differences that give rise to significant portions of deferred tax assets (liabilities) are as follows (in thousands): Schedule of Deferred Tax Assets (Liabilities) 2021 2020 December 31, 2021 2020 Deferred tax assets (liabilities): Accruals and other $ 96 $ 90 Stock based compensation 145 127 Property and equipment (35 ) (85 ) Intangibles assets 258 311 Net deferred tax assets 464 443 |
Stock Buyback Plan
Stock Buyback Plan | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stock Buyback Plan | Note 11 – Stock Buyback Plan On September 30, 2019, our Board of Directors approved a new plan to buyback up to ten million additional shares of our common stock from the open market (“Stock Buyback Plan”). Activity under the Stock Buyback Plan by year is as follows (all share and dollar amounts have been adjusted to reflect the 1-for-4 reverse split Schedule of Stock Buyback Plan (in thousands, except per share cost) Number of Shares Cost of Shares Average Cost per Share Balance, January 1, 2020 206 $ 1,665 $ 8.08 Shares purchased during 2020 132 1,037 7.86 Balance, December 31, 2020 338 2,702 7.99 Shares purchased during 2021 81 1,105 13.64 Balance, December 31, 2021 419 $ 3,807 $ 9.09 The repurchased shares are recorded as part of treasury stock and are accounted for under the cost method. Where Food Comes From, Inc. Notes to the Consolidated Financial Statements Our Stock Buyback Plan has been and will be used to return capital to shareholders and to minimize the dilutive impact of stock options and other share-based awards. In the future, we may consider additional share repurchases under our plan based on several factors, including our cash position, share price, operational liquidity, and planned investment and financing needs. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 12 – 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 (in thousands): Schedule of Stock-based Compensation Expense Year ended December 31, 2021 2020 Stock options $ 132 $ 117 Stock awards 158 - Restricted stock awards 1 4 Total $ 291 $ 121 As of December 31, 2021, the estimated unrecognized compensation cost from unvested awards which will be recognized ratably over the remaining vesting phase is as follows (in thousands): Schedule of Unrecognized Compensation Cost from Unvested Awards Years ended December 31st: Unvested stock options Unvested restricted stock awards Total unrecognized compensation expense 2022 $ 98 $ - $ 98 2023 40 - 40 2024 11 - 11 2025 - - - $ 149 $ - $ 149 Where Food Comes From, Inc. Notes to the Consolidated Financial Statements 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 Schedule of Estimated Fair Value of Stock Options Year ended December 31, 2021 2020 Number of options awarded to purchase common shares 17,000 7,000 Risk-free interest rate 0.82 % 1.19 % Expected volatility 70.1 % 94.7 % Assumed dividend yield N/A N/A Expected life of options from the date of grant 9.8 9.8 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. Our 2006 Plan provided for the issuance of a maximum of 3.0 22,126 1-for-4 reverse split Our 2016 Plan was ratified by our shareholders in May 2016 and provides for the issuance of a maximum of 5.0 4.9 1-for-4 reverse split Where Food Comes From, Inc. Notes to the Consolidated Financial Statements Stock Option Activity The Company generally grants stock options to directors, eligible employees and officers as a part of its equity incentive plan. Restrictions and vesting periods for the stock option grants are set forth in the award agreements. A stock option grant represents an option to purchase a defined number of shares of the Company’s common stock to be released from restrictions upon completion of the vesting period. The awards typically vest in equal increments over one three years Schedule of Stock Option Activity Weighted avg. Weighted avg. Weighted avg. remaining Number of exercise price grant date fair contractual life Aggregate awards per share value per share (in years) intrinsic value Outstanding, January 1, 2020 109,281 $ 5.84 $ 6.12 5.97 $ 601,668 Granted 7,000 7.91 6.89 9.32 Exercised (5,000 ) 0.96 0.96 0.50 Expired/Forfeited (6,195 ) 7.36 7.26 6.98 Outstanding, December 31, 2020 105,086 $ 6.25 $ 6.06 5.38 $ 814,090 Granted 17,000 14.77 10.90 9.50 Exercised (19,295 ) 2.51 3.08 1.58 Expired/Forfeited (2,556 ) 7.18 6.88 - Outstanding, December 31, 2021 100,235 $ 8.36 $ 7.53 5.88 $ 620,445 Exercisable, December 31, 2021 77,919 Unvested, December 31, 2021 22,530 The aggregate intrinsic value of stock options represents the total pre-tax intrinsic value (the aggregate difference between the closing stock price of our common stock on December 31, 2021 and the exercise price for in-the-money options) that would have been received by the option holders if all in-the-money options had been exercised on December 31, 2021. During the year ended December 31, 2021, a total of 2,556 1,687 6,195 2,313 Stock Activity The Company grants shares of stock to directors, eligible employees and officers as a part of its equity incentive plan. Any restrictions and vesting periods for the awards are set forth in the award agreements. Each share of stock represents one share of the Company’s common stock. Shares of stock are valued at the closing price of the Company’s common stock on the grant date and are recognized as selling, general and administrative expense over the vesting period of the award. During 2021, the Company awarded 10,000 12.62 2,500 12.75 Where Food Comes From, Inc. Notes to the Consolidated Financial Statements The following table summarizes activity for non-vested stock awards for the fiscal years presented (all share and dollar amounts have been adjusted to reflect the 1-for-4 reverse split that occurred in December 2020): Schedule of Restricted Stock Activity Under Equity Incentive Plan Weighted avg. Number of grant date options fair value Non-vested shares, January 1, 2020 1,250 $ 10.20 Granted - - Vested - - Forfeited - - Non-vested shares, December 31, 2020 1,250 $ 10.20 Granted - - Vested (1,250 ) 10.20 Forfeited - - Non-vested shares, December 31, 2021 - $ - |
Basic and Diluted Net Income pe
Basic and Diluted Net Income per Share | 12 Months Ended |
Dec. 31, 2021 | |
Per share - net income | |
Basic and Diluted Net Income per Share | Note 13 - 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 plus unrecognized stock-based compensation obtained thereby were used by the Company 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 (all share amounts have been adjusted to reflect the 1-for-4 reverse split that occurred in December 2020): Schedule of Reconciliation of Basic and Diluted Income Per Share Computations Year ended December 31, (in thousands) 2021 2020 Basic: Weighted average shares outstanding 6,098 6,162 Diluted: Weighted average shares outstanding 6,098 6,162 Weighted average effects of dilutive securities 87 59 Total 6,185 6,221 Antidilutive securities: 17 50 The effect of the inclusion of the antidilutive shares would have resulted in an increase in earnings per share. Accordingly, the weighted average shares outstanding have not been adjusted for antidilutive shares. Where Food Comes From, Inc. Notes to the Consolidated Financial Statements |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 14 - Related Party Transactions In 2021 and 2020, we recorded total net revenue of approximately $ 56,000 39,000 The Company leases its corporate headquarters from a company in which our CEO and President have a 24.3 nder the related party arrangement, a 0.5 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 15 – Commitments and Contingencies Operating Leases & Lease Incentive Obligation The Company leases approximately 15,700 24.3 42,600 The Company has recorded leasehold improvements of approximately $ 0.8 0.4 In September 2017, the Company entered into a new lease agreement for our Urbandale, Iowa office space. The lease was for a period of two years 3 August 31, 2022 3,400 In December 2018, we entered into a new lease agreement in San Ramon, California for SureHarvest and JVF office space. The lease is for a period of sixty-six months May 1, 2024 6,600 In June 2021, the Company entered into a new lease agreement in Victoria, British Columbia, Canada for Postelsia office space. The lease is for a period of two years May 31, 2021 1,700 1,340 In December 2021, the Company entered into a lease agreement for the Medina, North Dakota office space. The lease is for sixty-one December 31, 2026 1,000 See Note 9 of our Consolidated Financial Statements for a detailed description of maturities of lease liabilities related to our leases. Where Food Comes From, Inc. Notes to the Consolidated Financial Statements 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. Employee Benefit Plan The Company has established a 401(k) plan for the benefit of our employees. The plan covers substantially all of our employees who have attained age 21. We may make a discretionary matching contribution in an amount that is determined by our Board of Directors. If a matching contribution is made, the amount cannot exceed the elective deferral contributions. For each of the years ended December 31, 2021 and 2020, we made aggregate matching contributions of approximately $ 0.2 Concentration of Risks We purchase most of our electronic identification (“EID”) tags from one significant supplier and source the remainder of our EID tags from alternate smaller suppliers. We have been informed by our key tag supplier that materials are becoming scarcer and their ability to meet our need is becoming difficult. In anticipation of this risk, we have worked with all our tag suppliers to build our inventory by purchasing excess supply. Should material shortages continue to impact our tag suppliers, we may be unable to meet the needs of our customers which could materially impact our revenues. Additionally, as demand increases and supply decreases, shortages could have an impact on our costs and margins. Due to the overall uncertainty in our EID tag supply, we are uncertain of the material impact that it may have on our business. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Note 16 – Supplemental Cash Flow Information Schedule of Supplemental Cash Flow Information Year ended December 31, 2021 2020 Cash paid during the year: Interest expense $ - $ 8 Income taxes $ 658 $ 597 Non-cash investing and financing activites: Equipment acquired under a finance lease $ - $ 24 |
Segments
Segments | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segments | Note 17 - Segments With each acquisition, we assess the need to disclose discrete information related to our operating segments. Because of the similarities of certain of our acquisitions that provide certification and verification services, we aggregate operations into one Where Food Comes From, Inc. Notes to the Consolidated Financial Statements The Company also determined that it has a software sales and related consulting reportable segment. SureHarvest, which includes Postelsia, is the sole operating segment. This segment includes software and related consulting service revenues. The Company’s chief operating decision maker (the Company’s CEO) allocates resources and assesses the performance of its operating segments. Segment management makes decisions, measures performance, and manages the business utilizing internal reporting operating segment information. Performance of operating segments are based on net sales, gross profit, selling, general and administrative expenses and most importantly, operating income. The Company eliminates intercompany transfers between segments for management reporting purposes. The following table shows information for reportable operating segments (in thousands): Schedule of Operating Segments Year ended December 31, 2021 Year ended December 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 $ 1,947 $ 999 $ - $ 2,946 All other assets, net 14,267 3,848 (1,277 ) 16,838 17,576 3,089 (4,163 ) 16,502 Total assets $ 16,214 $ 4,847 $ (1,277 ) $ 19,784 $ 19,523 $ 4,088 $ (4,163 ) $ 19,448 Revenues: Verification and certification service revenue $ 16,058 $ - $ - $ 16,058 $ 14,254 $ - $ - $ 14,254 Product sales 3,830 - - 3,830 3,859 - - 3,859 Software and related consulting revenue - 2,044 - 2,044 - 2,077 (114 ) 1,963 Total revenues $ 19,888 $ 2,044 $ - $ 21,932 $ 18,113 $ 2,077 $ (114 ) $ 20,076 Costs of revenues: Costs of verification and certification services 8,402 - - 8,402 7,497 - (90 ) 7,407 Costs of products 2,441 - - 2,441 2,508 - - 2,508 Costs of software and related consulting - 1,352 - 1,352 - 1,233 - 1,233 Total costs of revenues 10,843 1,352 - 12,195 10,005 1,233 (90 ) 11,148 Gross profit 9,045 692 - 9,737 8,108 844 (24 ) 8,928 Depreciation & amortization 597 202 - 799 428 569 - 997 Other operating expenses 6,324 311 - 6,635 5,664 604 (24 ) 6,244 Segment operating income/(loss) $ 2,124 $ 179 $ - $ 2,303 $ 2,016 $ (329 ) $ - $ 1,687 Other items to reconcile segment operating income/(loss) to net income/(loss): Other income/(loss) 1,329 (12 ) - 1,317 162 (2 ) - 160 Income tax benefit/(expense) - - (659 ) (659 ) - - (462 ) (462 ) Net income/(loss) $ 3,453 $ 167 $ (659 ) $ 2,961 $ 2,178 $ (331 ) $ (462 ) $ 1,385 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 18 – 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents | Cash and Cash Equivalents We place our cash with high quality financial institutions. At times, cash balances may exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limit; however, we have not experienced any losses related to balances that exceed such FDIC insurance limits (currently $ 250,000 Where Food Comes From, Inc. Notes to the Consolidated Financial Statements |
Revenue Recognition | 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 the 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. Where Food Comes From, Inc. Notes to the Consolidated Financial Statements 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 customers 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. Where Food Comes From, Inc. Notes to the Consolidated Financial Statements 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 the 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. Where Food Comes From, Inc. Notes to the Consolidated Financial Statements 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 the 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. Where Food Comes From, Inc. Notes to the Consolidated Financial Statements 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 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. Where Food Comes From, Inc. Notes to the Consolidated Financial Statements 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 related to consulting services 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. 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. Where Food Comes From, Inc. Notes to the Consolidated Financial Statements 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 three material revenue categories in our business: (i) verification and certification service revenue, (ii) product sales, (iii) software and related consulting revenue. Revenue attributable to each of our identified revenue categories is disaggregated in the table below (amounts in thousands). Schedule of Revenue Attributable to Each of Our Identified Revenue Categories 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 Year ended December 31, 2021 Year ended December 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 $ 16,058 $ - $ - $ 16,058 $ 14,254 $ - $ - $ 14,254 Product sales 3,830 - - 3,830 3,859 - - 3,859 Software and related consulting revenue - 2,044 - 2,044 - 2,077 (114 ) 1,963 Total revenues $ 19,888 $ 2,044 $ - $ 21,932 $ 18,113 $ 2,077 $ (114 ) $ 20,076 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. Where Food Comes From, Inc. Notes to the Consolidated Financial Statements 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 December 31, 2021 and 2020, accounts receivable from contracts with customers, net of allowance for doubtful accounts, were approximately $ 2.2 million and $ 2.5 As of December 31, 2021 and 2020, deferred revenue from contracts with customers were approximately $ 1.5 1.1 The following table reflects the changes in our contract liabilities during the year ended December 31, 2021 and 2020: Schedule of Changes in Contract Liabilities Deferred revenue (in thousands): 2021 2020 Deferred revenue January 1 $ 1,132 $ 797 Unearned billings 3,373 3,163 Revenue recognized (2,992 ) (2,828 ) Deferred revenue December 31 $ 1,513 $ 1,132 |
Cost of Revenues | Cost of Revenues Salaries and related fringe benefits directly associated with our verification and certification service revenues are allocated to costs of verification and certification services. Costs of products primarily represents the cost of livestock ear tags generally used in connection with our verification programs. Livestock identification ear tags sold in connection with our verification offerings are purchased primarily from one supplier. However, there are numerous other companies which manufacture and market such ear tags. Costs of software and related consulting include direct costs of salaries and related fringe benefits, and software product support, including web-hosting fees. Where Food Comes From, Inc. Notes to the Consolidated Financial Statements |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Our receivables are generally due from trade customers. Credit is extended based on our evaluation of the customer’s financial condition, and generally collateral is not required. Accounts receivable are generally due approximately 30 days from the invoice date and are stated at amounts due from customers, net of an allowance for doubtful accounts. Accounts receivable that are outstanding longer than the contractual payment terms are considered past due. We determine our allowance by considering a number of factors, including the length of time trade accounts receivable are past due, our previous loss and payment history, the customer’s current ability to pay its obligations to us and the condition of the general economy and the industry as a whole. We write-off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts. The allowance for doubtful accounts was approximately $ 61,000 63,000 At December 31, 2021 and 2020, no single customer accounted for greater than 10% of our accounts receivable balance. |
Fair Value Measurements | Fair Value Measurements ASC Topic 820, Fair Value Measurements and Disclosure, establishes a hierarchy for inputs used in measuring fair value for financial assets and liabilities that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows: ● Level 1: Quoted prices available in active markets for identical assets or liabilities; ● Level 2: Quoted prices in active markets for similar assets and liabilities that are observable for the asset or liability; ● Level 3: Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash or valuation models. The financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The Company’s non-recurring fair value measurements include purchase price allocations for the fair value of assets and liabilities acquired through business combinations. Please refer to Note 3 for further discussion of business combinations. The acquisition of a group of assets in a business combination transaction requires fair value estimates for assets acquired and liabilities assumed. The fair value of assets and liabilities acquired through business combinations is calculated using a discounted future cash flows method. The discounted cash flows are developed using the income approach in which a value (based on management’s expectations for the future) is determined by converting anticipated benefits. The fair value measurements are based on significant inputs not observable in the market and thus represent fair value measurements which are designated as Level 3 inputs within the fair value hierarchy. Key assumptions and considerations include: a) A discount rate range of 19 32 b) Terminal value based on long-term sustainable growth rates of 3 c) Financial data of comparable companies for market participant assumptions; and d) Consideration of the marketability that market participants would consider when measuring the fair value of a non-controlling interest in our acquisition. Where Food Comes From, Inc. Notes to the Consolidated Financial Statements |
Other Financial Instruments | Other Financial Instruments The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate their fair value due to their short maturities. The carrying values shown for short-term investments, long-term investments and notes payable also approximate fair value because current interest rates and terms offered to us for similar instruments are substantially the same (Level 2 inputs). |
Inventory | Inventory Inventory consists of cattle identification ear tags and tag readers, which are recorded at the lower of cost or market value, with the cost calculated using the first-in-first-out (FIFO) method. Market value represents the estimated selling price. We do not manufacture any of the items in inventory. All items in inventory are finished goods and are expected to be sold in less than twelve months. As of December 31, 2021, there is no indication of obsolescence or impairment of inventory. No items in inventory have been pledged as security. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and are depreciated using the straight-line method over the estimated useful-lives of the respective assets. Land is not depreciated. Buildings are depreciated over 15 20 two seven years |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill represents the excess of purchase price over fair value of tangible net assets of acquired businesses at the acquisition date, after amounts allocated to other identifiable intangible assets. Factors that contribute to the recognition of goodwill include synergies that are specific to our business and not available to other market participants and are expected to increase net sales and profits; acquisition of a talented workforce; cost savings opportunities; the strategic benefit of expanding our presence in core and adjacent markets; and diversifying our product portfolio. The fair values of other identifiable intangible assets are primarily determined using the income approach. Other intangible assets include, but are not limited to, developed technology, customer relationships, accreditations, and tradenames/trademarks and patents. Intangible assets with determinable useful-lives are amortized on a straight-line basis over their estimated useful-lives of two 15 Where Food Comes From, Inc. Notes to the Consolidated Financial Statements |
Goodwill, Intangibles and Long-Lived Asset Impairment Tests | Goodwill, Intangibles and Long-Lived Asset Impairment Tests We perform our annual impairment test for goodwill in the fourth quarter of each year. We consider qualitative indicators of the fair value of a reporting unit when it is unlikely that a reporting unit has impaired goodwill. In certain circumstances, we may also utilize a discounted cash flow analysis that requires certain assumptions and estimates be made regarding market conditions and our future profitability. Indefinite-lived intangible assets are also tested at least annually for impairment by comparing the individual carrying values to the fair value. We review long-lived assets for indicators of impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The evaluation is performed at the lowest level of identifiable cash flows. Undiscounted cash flows expected to be generated by the related assets are estimated over the asset’s useful life based on updated projections. If the evaluation indicates that the carrying amount of the asset may not be recoverable, any potential impairment is measured based upon the fair value of the related asset or asset group as determined by an appropriate market appraisal or other valuation technique. |
Research and Development and Software Development Costs | Research and Development and Software Development Costs Research and development costs are charged to operations as incurred. We did not incur any research and development expense in 2021 and 2020. Internal use software development costs represent the capitalization of certain external and internal computer software costs incurred during the application development stage. The application development stage is characterized by software design and configuration activities, coding, testing and installation. Training costs and maintenance are expensed as incurred, while upgrades and enhancements are capitalized if it is probable that such expenditures will result in additional functionality. Website software development costs related to certain planning and training costs incurred in the development of website software are expensed as incurred, while application development stage costs are capitalized. Software development costs for external sale are capitalized once technological feasibility is achieved. Capitalized costs are amortized over the expected benefit period. We generally expense a significant portion of software development costs because technological feasibility occurs very late in the software development process. In connection with our acquisitions, software developed for external sale with an estimated fair value of approximately $ 0.6 0.9 0.3 0 70,000 |
Advertising and Marketing Expenses | Advertising and Marketing Expenses Advertising and marketing costs are expensed as incurred. Total advertising and marketing expenses for the years ended December 31, 2021 and 2020, were approximately $ 0.3 0.6 Where Food Comes From, Inc. Notes to the Consolidated Financial Statements |
Income Taxes | Income Taxes We record income taxes under the asset and liability method. Deferred tax assets and liabilities reflect our estimation of the future tax consequences of temporary differences between the carrying amounts of assets and liabilities for book and tax purposes. We determine deferred income taxes based on the differences in accounting methods and timing between financial statement and income tax reporting. Accordingly, we determine the deferred tax asset or liability for each temporary difference based on the enacted tax rates expected to be in effect when we realize the underlying items of income and expense. We consider all relevant factors when assessing the likelihood of future realization of our deferred tax assets, including our recent earnings experience by jurisdiction, expectations of future taxable income and the carryforward periods available to us for tax reporting purposes, as well as assessing available tax planning strategies. We may establish a valuation allowance to reduce deferred tax assets to the amount we believe is more likely than not to be realized. Due to inherent complexities arising from the nature of our businesses, future changes in income tax law, tax sharing agreements or variances between our actual and anticipated operating results, we make certain judgments and estimates. Therefore, actual income taxes could materially vary from these estimates. The accounting standard related to income taxes applies to all tax positions and defines the confidence level that a tax position must meet in order to be recognized in the financial statements. The accounting standard requires that the tax effects of a position be recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If a tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are to be recognized. Differences between financial and tax reporting which do not meet this threshold are required to be recorded as unrecognized tax benefits. This standard also provides guidance on the presentation of tax matters and the recognition of potential Internal Revenue Service interest and penalties. As of December 31, 2021 and 2020, the Company did not have an unrecognized tax liability. The Company classifies penalty and interest expense related to income tax liabilities as an income tax expense. The Company did not incur any interest and penalties for the years ended December 31, 2021 and 2020. The Company files income tax returns in the U.S. and various state jurisdictions, and there are open statutes of limitation for taxing authorities to audit our tax returns from 2017 through the current period. |
Stock-Based Compensation | Stock-Based Compensation 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. Calculating stock-based compensation expense using the Black-Scholes-Merton option-pricing model requires the input of highly subjective assumptions, including the expected term of the stock-based awards, stock price volatility, and the pre-vesting option forfeiture rate. We consider many factors when estimating expected forfeitures, including the types of awards, employee classification and historical experience. Actual forfeitures may differ substantially from our current estimate. Under this pricing model, which incorporates ranges of assumptions for inputs, our assumptions are as follows: ● Dividend yield is based on our historical policy of not paying cash dividends. ● Expected volatility assumptions were derived from our actual volatilities. ● The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant with maturity dates approximately equal to the expected term at the grant date. ● The expected term of options represents the period of time that options granted are expected to be outstanding giving consideration to vesting schedules, based on historical exercise patterns, which we believe are representative of future behavior. Where Food Comes From, Inc. Notes to the Consolidated Financial Statements |
Leases | Leases In accordance with ASU 2016-02: Leases (Topic 842), we determine if an arrangement is a lease at inception. Operating leases are included in the right-of-use (ROU) assets, current operating lease liabilities and noncurrent operating lease liabilities in our consolidated balance sheet. Finance leases are included in property and equipment, current finance lease obligations and long-term finance lease obligations in our consolidated balance sheet. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. As the discount rates in the Company’s lease are not implicit, the Company estimated the incremental borrowing rate based on the rate of interest the Company would have to pay to borrow a similar amount on a collateralized basis over a similar term. Our lease term includes options to extend the lease when it is reasonably certain that we will exercise that option. Leases with a term of 12 months We have operating and finance leases for corporate offices, other regional offices, and certain equipment. Our leases have remaining lease terms of 1 15 5 years |
Recent Accounting Pronouncements | 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 On January 1, 2020, we adopted ASU 2017-04, Simplifying the Test for Goodwill Impairment, which removes Step 2 from the goodwill impairment test. As a result, under the ASU, we perform our annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized will not exceed the total amount of goodwill allocated to that reporting unit. The adoption of this update did not have an impact on our Consolidated Financial Statements. On January 1, 2020 we adopted ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 modifies the requirements associated with the hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. The adoption of this update did not have an impact on our Consolidated Financial Statements. Where Food Comes From, Inc. Notes to the Consolidated Financial Statements On January 1, 2020 we adopted ASU 2018-15, Intangibles - Goodwill and Other - Internal Use Software - Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which amends the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract to align with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The adoption of this update did not have an impact on our Consolidated Financial Statements. Recently Issued Accounting Pronouncements In September 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which adds a new Topic 326 to the Codification and removes the thresholds that companies apply to measure credit losses on financial instruments measured at amortized cost, such as loans, receivables, and held-to-maturity debt securities. Under current U.S. GAAP, companies generally recognize credit losses when it is probable that the loss has been incurred. The revised guidance will remove all recognition thresholds and will require companies to recognize an allowance for credit losses for the difference between the amortized cost basis of a financial instrument and the amount of amortized cost that the company expects to collect over the instrument’s contractual life. The Company is currently required to adopt the new standard in 2023. At this time, management has not determined the impact on its financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Revenue Attributable to Each of Our Identified Revenue Categories | Revenue attributable to each of our identified revenue categories is disaggregated in the table below (amounts in thousands). Schedule of Revenue Attributable to Each of Our Identified Revenue Categories 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 Year ended December 31, 2021 Year ended December 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 $ 16,058 $ - $ - $ 16,058 $ 14,254 $ - $ - $ 14,254 Product sales 3,830 - - 3,830 3,859 - - 3,859 Software and related consulting revenue - 2,044 - 2,044 - 2,077 (114 ) 1,963 Total revenues $ 19,888 $ 2,044 $ - $ 21,932 $ 18,113 $ 2,077 $ (114 ) $ 20,076 |
Schedule of Changes in Contract Liabilities | The following table reflects the changes in our contract liabilities during the year ended December 31, 2021 and 2020: Schedule of Changes in Contract Liabilities Deferred revenue (in thousands): 2021 2020 Deferred revenue January 1 $ 1,132 $ 797 Unearned billings 3,373 3,163 Revenue recognized (2,992 ) (2,828 ) Deferred revenue December 31 $ 1,513 $ 1,132 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | The major categories of property and equipment are as follows as of December 31st: Schedule of Property and Equipment 2021 2020 (in thousands) Automobiles $ 124 $ 115 Furniture and office equipment 534 529 Software and tools 1,927 1,876 Website development and other enhancements 189 184 Building and leasehold improvements 811 954 Land - 1 Property and equipment, gross 3,585 3,659 Less accumulated depreciation 2,290 2,043 Property and equipment, net $ 1,295 $ 1,616 |
Intangible and Other Assets (Ta
Intangible and Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible and Other Assets | The following table summarizes our intangible assets as of: Schedule of Intangible and Other Assets December 31, December 31, Estimated 2021 2020 Useful Life Intangible assets subject to amortization (in thousands): Tradenames and trademarks $ 417 $ 417 2.5 8.0 Accreditations 75 85 5.0 Customer relationships 3,664 3,664 3.0 15.0 Patents 970 970 4.0 Non-compete agreements 121 121 5.0 5,247 5,257 Less accumulated amortization 3,154 2,795 2,093 2,462 Tradenames/trademarks (not subject to amortization) 465 465 2,558 2,927 Other assets 23 21 Intangible and other assets: $ 2,581 $ 2,948 |
Schedule of Future Amortization of Intangible Assets | As of December 31, 2021, future scheduled amortization of intangible assets is as follows (in thousands): Schedule of Future Amortization of Intangible Assets Fiscal year ending December 31: 2022 $ 354 2023 317 2024 305 2025 260 2026 223 Thereafter 634 Intangible and other assets, net $ 2,093 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Net Carrying Value of Goodwill by Segment | Changes in the net carrying value of goodwill by segment are as follows (in thousands): Schedule of Changes in Net Carrying Value of Goodwill by Segment Verification and Certification Segment Software Sales and Related Consulting Segment Consolidated January 1, 2020 $ 1,133 $ 1,813 $ 2,946 Transfer of assets 814 (814 ) - December 31, 2020 $ 1,947 $ 999 $ 2,946 Beginning Balance $ 1,947 $ 999 $ 2,946 Transfer of assets - - - December 31, 2021 $ 1,947 $ 999 $ 2,946 Ending Balance $ 1,947 $ 999 $ 2,946 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 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 (in thousands): Schedule of Accrued Expenses and Other Current Liabilities December 31, December 31, 2021 2020 Income and sales taxes payable $ 185 $ 168 Payroll related accruals 288 271 Customer deposits 76 31 Professional fees and other expenses 161 129 Accrued expenses and other current liabilities $ 710 $ 599 |
Notes Payable and Lease Oblig_2
Notes Payable and Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt | Long Term Debt Schedule of Long Term Debt December 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 |
Schedule of Lease Expense | The components of lease expense were as follows (in thousands): Schedule of Lease Expense 2021 2020 Year Ended December 31, 2021 2020 Operating lease cost $ 474 $ 464 Finance lease cost Amortization of assets 10 8 Interest on finance lease obligations 4 5 Variable lease cost - - Total net lease cost $ 488 $ 477 |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows (in thousands): Schedule of Supplemental Balance Sheet Information Related to Leases December 31, 2021 December 31, 2020 Operating leases: Related Party Other Total Related Party Other Total Operating lease ROU assets $ 2,568 $ 230 $ 2,798 $ 2,755 $ 238 $ 2,993 Current operating lease liabilities 201 112 313 179 89 268 Noncurrent operating lease liabilities 2,880 140 3,020 3,079 178 3,257 Total operating lease liabilities $ 3,081 $ 252 $ 3,333 $ 3,258 $ 267 $ 3,525 Finance leases: December 31, 2021 December 31, 2020 Right of use asset, at cost $51 $67 Accumulated amortization (26 ) (30 ) Right of use asset, net $ 25 $ 37 Current obligations of finance leases $ 13 $ 13 Finance leases, net of current obligations 19 31 Total finance lease liabilities $ 32 $ 44 Weighted average remaining lease term (in years): Operating leases 9.1 10.0 Finance leases 3.1 3.7 Weighted average discount rate: Operating leases 5.7 % 5.8 % Finance leases 11.5 % 13.0 % |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow and other information related to leases was as follows (in thousands): Schedule of Supplemental Cash Flow Information Related to Leases 2021 2020 Year Ended December 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 472 $ 449 Operating cash flows from finance leases $ 4 $ 5 Financing cash flows from finance leases $ 10 $ 8 Right of use assets obtained in exchange for lease liabilities: Operating leases $ 3,110 $ 3,531 |
Schedule of Maturities of Operating Lease and Finance Lease Liabilities | Maturities of lease liabilities were as follows (in thousands): Schedule of Maturities of Operating Lease and Finance Lease Liabilities Years Ending December 31st, Operating Leases Finance Leases 2022 $ 493 $ 15 2023 480 10 2024 419 5 2025 417 6 2026 430 - Thereafter 2,079 - Total lease payments 4,318 36 Less amount representing interest (985 ) (4 ) Total lease obligations 3,333 32 Less current portion (313 ) (13 ) Long-term lease obligations $ 3,020 $ 19 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | The provision for income taxes consists of the following (in thousands): Schedule of Provision for Income Taxes 2021 2020 December 31, 2021 2020 Current income tax expense: International $ 5 $ 8 Federal 534 398 State 140 79 Total current income tax expense 679 485 Deferred income tax benefit: Federal (17 ) (20 ) State (3 ) (3 ) Total deferred income tax benefit (20 ) (23 ) Total income tax expense $ 659 $ 462 |
Schedule of Reconciliation of Income Taxes | The reconciliation of income taxes calculated at the statutory rates to our effective tax rate is as follows (in thousands): Schedule of Reconciliation of Income Taxes 2021 2020 December 31, 2021 2020 Expected tax expense $ 759 $ 388 State tax provision, net 141 66 Permanent differences 4 8 Foreign 40 36 Stock options (38 ) - PPP loan forgiveness (253 ) - Other, net 6 (36 ) Total income tax expense $ 659 $ 462 |
Schedule of Deferred Tax Assets (Liabilities) | The income tax effects of temporary differences that give rise to significant portions of deferred tax assets (liabilities) are as follows (in thousands): Schedule of Deferred Tax Assets (Liabilities) 2021 2020 December 31, 2021 2020 Deferred tax assets (liabilities): Accruals and other $ 96 $ 90 Stock based compensation 145 127 Property and equipment (35 ) (85 ) Intangibles assets 258 311 Net deferred tax assets 464 443 |
Stock Buyback Plan (Tables)
Stock Buyback Plan (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Stock Buyback Plan | Schedule of Stock Buyback Plan (in thousands, except per share cost) Number of Shares Cost of Shares Average Cost per Share Balance, January 1, 2020 206 $ 1,665 $ 8.08 Shares purchased during 2020 132 1,037 7.86 Balance, December 31, 2020 338 2,702 7.99 Shares purchased during 2021 81 1,105 13.64 Balance, December 31, 2021 419 $ 3,807 $ 9.09 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense | The amount of stock-based compensation expense is as follows (in thousands): Schedule of Stock-based Compensation Expense Year ended December 31, 2021 2020 Stock options $ 132 $ 117 Stock awards 158 - Restricted stock awards 1 4 Total $ 291 $ 121 |
Schedule of Unrecognized Compensation Cost from Unvested Awards | As of December 31, 2021, the estimated unrecognized compensation cost from unvested awards which will be recognized ratably over the remaining vesting phase is as follows (in thousands): Schedule of Unrecognized Compensation Cost from Unvested Awards Years ended December 31st: Unvested stock options Unvested restricted stock awards Total unrecognized compensation expense 2022 $ 98 $ - $ 98 2023 40 - 40 2024 11 - 11 2025 - - - $ 149 $ - $ 149 |
Schedule of Estimated Fair Value of Stock Options | Schedule of Estimated Fair Value of Stock Options Year ended December 31, 2021 2020 Number of options awarded to purchase common shares 17,000 7,000 Risk-free interest rate 0.82 % 1.19 % Expected volatility 70.1 % 94.7 % Assumed dividend yield N/A N/A Expected life of options from the date of grant 9.8 9.8 |
Schedule of Stock Option Activity | Schedule of Stock Option Activity Weighted avg. Weighted avg. Weighted avg. remaining Number of exercise price grant date fair contractual life Aggregate awards per share value per share (in years) intrinsic value Outstanding, January 1, 2020 109,281 $ 5.84 $ 6.12 5.97 $ 601,668 Granted 7,000 7.91 6.89 9.32 Exercised (5,000 ) 0.96 0.96 0.50 Expired/Forfeited (6,195 ) 7.36 7.26 6.98 Outstanding, December 31, 2020 105,086 $ 6.25 $ 6.06 5.38 $ 814,090 Granted 17,000 14.77 10.90 9.50 Exercised (19,295 ) 2.51 3.08 1.58 Expired/Forfeited (2,556 ) 7.18 6.88 - Outstanding, December 31, 2021 100,235 $ 8.36 $ 7.53 5.88 $ 620,445 Exercisable, December 31, 2021 77,919 Unvested, December 31, 2021 22,530 |
Schedule of Restricted Stock Activity Under Equity Incentive Plan | The following table summarizes activity for non-vested stock awards for the fiscal years presented (all share and dollar amounts have been adjusted to reflect the 1-for-4 reverse split that occurred in December 2020): Schedule of Restricted Stock Activity Under Equity Incentive Plan Weighted avg. Number of grant date options fair value Non-vested shares, January 1, 2020 1,250 $ 10.20 Granted - - Vested - - Forfeited - - Non-vested shares, December 31, 2020 1,250 $ 10.20 Granted - - Vested (1,250 ) 10.20 Forfeited - - Non-vested shares, December 31, 2021 - $ - |
Basic and Diluted Net Income _2
Basic and Diluted Net Income per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Per share - net income | |
Schedule of Reconciliation of Basic and Diluted Income Per Share Computations | Schedule of Reconciliation of Basic and Diluted Income Per Share Computations Year ended December 31, (in thousands) 2021 2020 Basic: Weighted average shares outstanding 6,098 6,162 Diluted: Weighted average shares outstanding 6,098 6,162 Weighted average effects of dilutive securities 87 59 Total 6,185 6,221 Antidilutive securities: 17 50 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | Schedule of Supplemental Cash Flow Information Year ended December 31, 2021 2020 Cash paid during the year: Interest expense $ - $ 8 Income taxes $ 658 $ 597 Non-cash investing and financing activites: Equipment acquired under a finance lease $ - $ 24 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Operating Segments | The Company eliminates intercompany transfers between segments for management reporting purposes. The following table shows information for reportable operating segments (in thousands): Schedule of Operating Segments Year ended December 31, 2021 Year ended December 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 $ 1,947 $ 999 $ - $ 2,946 All other assets, net 14,267 3,848 (1,277 ) 16,838 17,576 3,089 (4,163 ) 16,502 Total assets $ 16,214 $ 4,847 $ (1,277 ) $ 19,784 $ 19,523 $ 4,088 $ (4,163 ) $ 19,448 Revenues: Verification and certification service revenue $ 16,058 $ - $ - $ 16,058 $ 14,254 $ - $ - $ 14,254 Product sales 3,830 - - 3,830 3,859 - - 3,859 Software and related consulting revenue - 2,044 - 2,044 - 2,077 (114 ) 1,963 Total revenues $ 19,888 $ 2,044 $ - $ 21,932 $ 18,113 $ 2,077 $ (114 ) $ 20,076 Costs of revenues: Costs of verification and certification services 8,402 - - 8,402 7,497 - (90 ) 7,407 Costs of products 2,441 - - 2,441 2,508 - - 2,508 Costs of software and related consulting - 1,352 - 1,352 - 1,233 - 1,233 Total costs of revenues 10,843 1,352 - 12,195 10,005 1,233 (90 ) 11,148 Gross profit 9,045 692 - 9,737 8,108 844 (24 ) 8,928 Depreciation & amortization 597 202 - 799 428 569 - 997 Other operating expenses 6,324 311 - 6,635 5,664 604 (24 ) 6,244 Segment operating income/(loss) $ 2,124 $ 179 $ - $ 2,303 $ 2,016 $ (329 ) $ - $ 1,687 Other items to reconcile segment operating income/(loss) to net income/(loss): Other income/(loss) 1,329 (12 ) - 1,317 162 (2 ) - 160 Income tax benefit/(expense) - - (659 ) (659 ) - - (462 ) (462 ) Net income/(loss) $ 3,453 $ 167 $ (659 ) $ 2,961 $ 2,178 $ (331 ) $ (462 ) $ 1,385 |
The Company and Basis of Pres_2
The Company and Basis of Presentation (Details Narrative) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Reverse split stock | 1-for-4 reverse stock split |
Schedule of Revenue Attributabl
Schedule of Revenue Attributable to Each of Our Identified Revenue Categories (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | ||
Total revenues | $ 21,932 | $ 20,076 |
Verification and Certification Service Revenue [Member] | ||
Product Information [Line Items] | ||
Total revenues | 16,058 | 14,254 |
Product Sales [Member] | ||
Product Information [Line Items] | ||
Total revenues | 3,830 | 3,859 |
Software-Related Consulting Service Revenue [Member] | ||
Product Information [Line Items] | ||
Total revenues | 2,044 | 1,963 |
Verification And Certification Segment [Member] | ||
Product Information [Line Items] | ||
Total revenues | 19,888 | 18,113 |
Verification And Certification Segment [Member] | Verification and Certification Service Revenue [Member] | ||
Product Information [Line Items] | ||
Total revenues | 16,058 | 14,254 |
Verification And Certification Segment [Member] | Product Sales [Member] | ||
Product Information [Line Items] | ||
Total revenues | 3,830 | 3,859 |
Verification And Certification Segment [Member] | Software-Related Consulting Service Revenue [Member] | ||
Product Information [Line Items] | ||
Total revenues | ||
Software Sales And Related Consulting Segment [Member] | ||
Product Information [Line Items] | ||
Total revenues | 2,044 | 2,077 |
Software Sales And Related Consulting Segment [Member] | Verification and Certification Service Revenue [Member] | ||
Product Information [Line Items] | ||
Total revenues | ||
Software Sales And Related Consulting Segment [Member] | Product Sales [Member] | ||
Product Information [Line Items] | ||
Total revenues | ||
Software Sales And Related Consulting Segment [Member] | Software-Related Consulting Service Revenue [Member] | ||
Product Information [Line Items] | ||
Total revenues | 2,044 | 2,077 |
Eliminations And Other [Member] | ||
Product Information [Line Items] | ||
Total revenues | (114) | |
Eliminations And Other [Member] | Verification and Certification Service Revenue [Member] | ||
Product Information [Line Items] | ||
Total revenues | ||
Eliminations And Other [Member] | Product Sales [Member] | ||
Product Information [Line Items] | ||
Total revenues | ||
Eliminations And Other [Member] | Software-Related Consulting Service Revenue [Member] | ||
Product Information [Line Items] | ||
Total revenues | $ (114) |
Schedule of Changes in Contract
Schedule of Changes in Contract Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Deferred revenue January 1 | $ 1,132 | $ 797 |
Unearned billings | 3,373 | 3,163 |
Revenue recognized | (2,992) | (2,828) |
Deferred revenue December 31 | $ 1,513 | $ 1,132 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended | |
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Property, Plant and Equipment [Line Items] | ||
Accounts Receivable, after Allowance for Credit Loss | $ 2,200,000 | $ 2,500,000 |
Deferred revenue from contracts with customers | 1,500,000 | 1,100,000 |
Allowance for doubtful accounts | 61,000 | 63,000 |
Amortization of capitalized software costs | 0 | 70,000 |
Advertising and marketing expense | $ 300,000 | 600,000 |
Lease term | 12 months | |
Software Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquired software | $ 600,000 | $ 900,000 |
Software and Software Development Costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquired software | $ 300,000 | |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Definite lived intangible assets useful life | 2 years | |
Remaining lease terms | 1 year | |
Minimum [Member] | Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment estimated useful life | 15 years | |
Minimum [Member] | Other Property And Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment estimated useful life | 2 years | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Definite lived intangible assets useful life | 15 years | |
Remaining lease terms | 15 years | |
Option to extend lease term | 5 years | |
Maximum [Member] | Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment estimated useful life | 20 years | |
Maximum [Member] | Other Property And Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment estimated useful life | 7 years | |
Fair Value, Inputs, Level 3 [Member] | Measurement Input, Discount Rate [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fair value of assets and liabilities acquired, measurement input | 0.19 | |
Fair Value, Inputs, Level 3 [Member] | Measurement Input, Discount Rate [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fair value of assets and liabilities acquired, measurement input | 0.32 | |
Fair Value, Inputs, Level 3 [Member] | Measurement Input, Long-term Revenue Growth Rate [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fair value of assets and liabilities acquired, measurement input | 0.03 | |
Federal Deposit Insurance Corporation [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cash insured amount | $ 250,000 |
Business Acquisitions (Details
Business Acquisitions (Details Narrative) $ in Millions | Feb. 21, 2020USD ($) |
Postelsia Holdings, Ltd [Member] | |
Business Acquisition [Line Items] | |
Cash payments for acquisition | $ 0.3 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,585 | $ 3,659 |
Less accumulated depreciation | 2,290 | 2,043 |
Property and equipment, net | 1,295 | 1,616 |
Automobiles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 124 | 115 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 534 | 529 |
Software and Software Development Costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,927 | 1,876 |
Website [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 189 | 184 |
Building and Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 811 | 954 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1 |
Property and Equipment (Details
Property and Equipment (Details Narrative) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2021USD ($)ft² | Dec. 31, 2021USD ($)ft² | Dec. 31, 2020USD ($) | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 400,000 | $ 400,000 | |
Area of land sold | ft² | 2,300 | 2,300 | |
Proceeds from sale of land | $ 200,000 | ||
Assets Held Under Finance Leases [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 10,000 | $ 8,000 |
Investment in Progressive Bee_2
Investment in Progressive Beef, LLC (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Dividend income | $ 200 | $ 150 |
Progressive Beef, LLC [Member] | ||
Dividend income | $ 200 | $ 200 |
Schedule of Intangible and Othe
Schedule of Intangible and Other Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible and other assets, gross | $ 5,247 | $ 5,257 |
Less accumulated amortization | 3,154 | 2,795 |
Intangible and other assets, net | 2,093 | 2,462 |
Tradenames/trademarks (not subject to amortization) | 465 | 465 |
Intangible assets | 2,558 | 2,927 |
Other assets | 23 | 21 |
Intangible and other assets: | 2,581 | 2,948 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible and other assets, gross | $ 417 | 417 |
Minimum [Member] | Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives of intangible assets | 2 years 6 months | |
Minimum [Member] | Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives of intangible assets | 3 years | |
Maximum [Member] | Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives of intangible assets | 8 years | |
Maximum [Member] | Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives of intangible assets | 15 years | |
Accreditations [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible and other assets, gross | $ 75 | 85 |
Estimated useful lives of intangible assets | 5 years | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible and other assets, gross | $ 3,664 | 3,664 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible and other assets, gross | $ 970 | 970 |
Estimated useful lives of intangible assets | 4 years | |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible and other assets, gross | $ 121 | $ 121 |
Estimated useful lives of intangible assets | 5 years |
Schedule of Future Amortization
Schedule of Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 354 | |
2023 | 317 | |
2024 | 305 | |
2025 | 260 | |
2026 | 223 | |
Thereafter | 634 | |
Intangible and other assets, net | $ 2,093 | $ 2,462 |
Schedule of Changes in Net Carr
Schedule of Changes in Net Carrying Value of Goodwill by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Beginning Balance | $ 2,946 | $ 2,946 |
Transfer of assets | ||
Ending Balance | 2,946 | 2,946 |
Verification And Certification Segment [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Beginning Balance | 1,947 | 1,133 |
Transfer of assets | 814 | |
Ending Balance | 1,947 | 1,947 |
Software Sales And Related Consulting Segment [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Beginning Balance | 999 | 1,813 |
Transfer of assets | (814) | |
Ending Balance | $ 999 | $ 999 |
Intangible and Other Assets (De
Intangible and Other Assets (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 0.4 | $ 0.6 |
Schedule of Accrued Expenses an
Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Income and sales taxes payable | $ 185 | $ 168 |
Payroll related accruals | 288 | 271 |
Customer deposits | 76 | 31 |
Professional fees and other expenses | 161 | 129 |
Accrued expenses and other current liabilities | $ 710 | $ 599 |
Schedule of Long Term Debt (Det
Schedule of Long Term Debt (Details) - USD ($) $ in Thousands | Dec. 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 |
Schedule of Lease Expense (Deta
Schedule of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Operating lease cost | $ 474 | $ 464 |
Amortization of assets | 10 | 8 |
Interest on finance lease obligations | 4 | 5 |
Variable lease cost | ||
Total net lease cost | $ 488 | $ 477 |
Schedule of Supplemental Balanc
Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Obligation with Joint and Several Liability Arrangement [Line Items] | ||
Operating lease ROU assets | $ 2,823 | $ 3,030 |
Current operating lease liabilities | 313 | 268 |
Noncurrent operating lease liabilities | 3,020 | 3,257 |
Total operating lease liabilities | 3,333 | |
Right of use asset, at cost | 51 | 67 |
Accumulated amortization | (26) | (30) |
Right of use asset, net | 25 | 37 |
Current obligations of finance leases | 13 | 13 |
Finance leases, net of current obligations | 19 | 31 |
Total finance lease liabilities | $ 32 | $ 44 |
Weighted average remaining operating lease term (in years) | 9 years 1 month 6 days | 10 years |
Weighted average remaining finance lease term (in years) | 3 years 1 month 6 days | 3 years 8 months 12 days |
Operating leases weighted average discount rate | 5.70% | 5.80% |
Finance leases weighted average discount rate | 11.50% | 13.00% |
Operating Lease ROU Assets [Member] | ||
Obligation with Joint and Several Liability Arrangement [Line Items] | ||
Operating lease ROU assets | $ 2,798 | $ 2,993 |
Current operating lease liabilities | 313 | 268 |
Noncurrent operating lease liabilities | 3,020 | 3,257 |
Total operating lease liabilities | 3,333 | 3,525 |
Related Party [Member] | ||
Obligation with Joint and Several Liability Arrangement [Line Items] | ||
Operating lease ROU assets | 2,568 | 2,755 |
Current operating lease liabilities | 201 | 179 |
Noncurrent operating lease liabilities | 2,880 | 3,079 |
Total operating lease liabilities | 3,081 | 3,258 |
Other [Member] | ||
Obligation with Joint and Several Liability Arrangement [Line Items] | ||
Operating lease ROU assets | 230 | 238 |
Current operating lease liabilities | 112 | 89 |
Noncurrent operating lease liabilities | 140 | 178 |
Total operating lease liabilities | $ 252 | $ 267 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Operating cash flows from operating leases | $ 472 | $ 449 |
Operating cash flows from finance leases | 4 | 5 |
Financing cash flows from finance leases | 10 | 8 |
Right of use assets obtained in exchange for lease liabilities: Operating leases | $ 3,110 | $ 3,531 |
Schedule of Maturities of Opera
Schedule of Maturities of Operating Lease and Finance Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2021 | $ 493 | |
2021 | 15 | |
2022 | 480 | |
2022 | 10 | |
2023 | 419 | |
2023 | 5 | |
2024 | 417 | |
2024 | 6 | |
2025 | 430 | |
2025 | ||
Thereafter | 2,079 | |
Thereafter | ||
Total lease payments | 4,318 | |
Total lease payments | 36 | |
Less amount representing interest | (985) | |
Less amount representing interest | (4) | |
Total lease obligations | 3,333 | |
Total lease obligations | 32 | $ 44 |
Less current portion | (313) | (268) |
Less current portion | (13) | (13) |
Long-term lease obligations | 3,020 | 3,257 |
Long-term lease obligations | $ 19 | $ 31 |
Notes Payable and Lease Oblig_3
Notes Payable and Lease Obligations (Details Narrative) - USD ($) | Apr. 17, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Line of Credit Facility [Line Items] | |||
[custom:WorkingCapital-0] | $ 75,080 | ||
Extended lease term, description | extend the leases for up to 5 years each | ||
Operating Lease, Cost | $ 474,000 | $ 464,000 | |
Rent and lease expense | $ 600,000 | 600,000 | |
The Move, LLC [Member] | |||
Line of Credit Facility [Line Items] | |||
Noncontrolling Interest, Ownership Percentage by Parent | 24.30% | ||
Corporate Headquarters [Member] | |||
Line of Credit Facility [Line Items] | |||
Operating Lease, Cost | $ 400,000 | $ 300,000 | |
Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Lease term | 1 year | ||
Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Lease term | 15 years | ||
Revolving Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Revolving line of credit maturity date | Apr. 12, 2022 | ||
Annual interest rate | 4.75% | ||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | ||
Long-term Line of Credit | $ 0 | ||
Paycheck Protection Program [Member] | |||
Line of Credit Facility [Line Items] | |||
Proceeds from loans | $ 1,000,000 | $ 350,000,000,000 | |
Revolving line of credit maturity date | Apr. 17, 2022 | ||
Annual interest rate | 1.00% |
Schedule of Provision for Incom
Schedule of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current income tax expense: | ||
International | $ 5 | $ 8 |
Federal | 534 | 398 |
State | 140 | 79 |
Total current income tax expense | 679 | 485 |
Deferred income tax benefit: | ||
Federal | (17) | (20) |
State | (3) | (3) |
Total deferred income tax benefit | (20) | (23) |
Total income tax expense | $ 659 | $ 462 |
Schedule of Reconciliation of I
Schedule of Reconciliation of Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Expected tax expense | $ 759 | $ 388 |
State tax provision, net | 141 | 66 |
Permanent differences | 4 | 8 |
Foreign | 40 | 36 |
Stock options | (38) | |
PPP loan forgiveness | (253) | |
Other, net | 6 | (36) |
Total income tax expense | $ 659 | $ 462 |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Accruals and other | $ 96 | $ 90 |
Stock based compensation | 145 | 127 |
Property and equipment | (35) | (85) |
Intangibles assets | 258 | 311 |
Net deferred tax assets | $ 464 | $ 443 |
Schedule of Stock Buyback Plan
Schedule of Stock Buyback Plan (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Number of shares, beginning | 338 | 206 |
Cost of shares, beginning | $ 2,702 | $ 1,665 |
Average cost per share, beginning | $ 7.99 | $ 8.08 |
Number of shares purchased | 81 | 132 |
Cost of shares purchased | $ 1,105 | $ 1,037 |
Average cost per share purchased | $ 13.64 | $ 7.86 |
Number of shares, ending | 419 | 338 |
Cost of shares, ending | $ 3,807 | $ 2,702 |
Average cost per share, ending | $ 9.09 | $ 7.99 |
Stock Buyback Plan (Details Nar
Stock Buyback Plan (Details Narrative) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Reverse split stock | 1-for-4 reverse stock split |
Stock Buyback Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Reverse split stock | 1-for-4 reverse split |
Schedule of Stock-based Compens
Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total | $ 291 | $ 121 |
Share-based Payment Arrangement, Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total | 132 | 117 |
Employee Stock Award [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total | 158 | |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total | $ 1 | $ 4 |
Schedule of Unrecognized Compen
Schedule of Unrecognized Compensation Cost from Unvested Awards (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested stock options | $ 149 |
Unvested restricted stock awards | |
Total unrecognized compensation expense | 149 |
2022 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested stock options | 98 |
Unvested restricted stock awards | |
Total unrecognized compensation expense | 98 |
2023 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested stock options | 40 |
Unvested restricted stock awards | |
Total unrecognized compensation expense | 40 |
2024 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested stock options | 11 |
Unvested restricted stock awards | |
Total unrecognized compensation expense | 11 |
2025 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested stock options | |
Unvested restricted stock awards | |
Total unrecognized compensation expense |
Schedule of Estimated Fair Valu
Schedule of Estimated Fair Value of Stock Options (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Number of options awarded to purchase common shares | 17,000 | 7,000 |
Risk-free interest rate | 0.82% | 1.19% |
Expected volatility | 70.10% | 94.70% |
Expected life of options from the date of grant | 9 years 9 months 18 days | 9 years 9 months 18 days |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Number of stock options, Beginning Balance | 105,086 | 109,281 |
Weighted avg exercise price per share, Beginning Balance | $ 6.25 | $ 5.84 |
Weighted avg grant date fair value per share, Beginning Balance | $ 6.06 | $ 6.12 |
Weighted avg remaining contractual life (in years), Beginning Balance | 5 years 4 months 17 days | 5 years 11 months 19 days |
Aggregate intrinsic value, Beginning Balance | $ 814,090 | $ 601,668 |
Number of stock options, Granted | 17,000 | 7,000 |
Weighted avg exercise price per share, Granted | $ 14.77 | $ 7.91 |
Weighted avg grant date fair value per share, Granted | $ 10.90 | $ 6.89 |
Weighted avg remaining contractual life (in years), Granted | 9 years 6 months | 9 years 3 months 25 days |
Number of stock options, Exercised | (19,295) | (5,000) |
Weighted avg exercise price per share, Exercised | $ 2.51 | $ 0.96 |
Weighted avg grant date fair value per share, Exercised | $ 3.08 | $ 0.96 |
Weighted avg remaining contractual life (in years), Exercised | 1 year 6 months 29 days | 6 months |
Number of stock options, Expired/Forfeited | (2,556) | (6,195) |
Weighted avg exercise price per share, Expired/Forfeited | $ 7.18 | $ 7.36 |
Weighted avg grant date fair value per share, Expired/Forfeited | $ 6.88 | $ 7.26 |
Weighted avg remaining contractual life (in years), Expired/Forfeited | 6 years 11 months 23 days | |
Number of stock options, Ending Balance | 100,235 | 105,086 |
Weighted avg exercise price per share, Ending Balance | $ 8.36 | $ 6.25 |
Weighted avg grant date fair value per share, Ending Balance | $ 7.53 | $ 6.06 |
Weighted avg remaining contractual life (in years), Ending Balance | 5 years 10 months 17 days | |
Aggregate intrinsic value, Ending Balance | $ 620,445 | $ 814,090 |
Aggregate intrinsic value, Exercisable Ending | 77,919 | |
Aggregate intrinsic value, Unvested Ending | $ 22,530 |
Schedule of Restricted Stock Ac
Schedule of Restricted Stock Activity Under Equity Incentive Plan (Details) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Number of restricted stock options, Beginning Balance | 1,250 | 1,250 |
Weighted avg grant date fair value, Beginning Balance | $ 10.20 | $ 10.20 |
Number of restricted stock options, Granted | ||
Weighted avg grant date fair value, Granted | ||
Number of restricted stock options, Vested | (1,250) | |
Weighted avg grant date fair value, Vested | $ 10.20 | |
Number of restricted stock options, Forfeited | ||
Weighted avg grant date fair value, Forfeited | ||
Number of restricted stock options, Ending Balance | 1,250 | |
Weighted avg grant date fair value, Ending Balance | $ 10.20 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Reverse split stock | 1-for-4 reverse stock split | |
Numbers of options forfeited | 2,556 | 6,195 |
Number of unvested options forfeited | 1,687 | 2,313 |
Restricted Stock [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares award vesting period | 1 year | |
Restricted Stock [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares award vesting period | 3 years | |
Employee [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares awards outstanding | 10,000 | |
Stock options price per share | $ 12.62 | |
Board Of Director [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares awards outstanding | 2,500 | |
Stock options price per share | $ 12.75 | |
2006 Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares authorized for issuance under incentive plan | 3,000,000 | |
Number of shares awards outstanding | 22,126 | |
Reverse split stock | 1-for-4 reverse split | |
2016 Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares authorized for issuance under incentive plan | 5,000,000 | |
Number of shares awards outstanding | 4,900,000 | |
Reverse split stock | 1-for-4 reverse split |
Schedule of Reconciliation of B
Schedule of Reconciliation of Basic and Diluted Income Per Share Computations (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Per share - net income | ||
Basic:: Weighted average shares outstanding. | 6,098 | 6,162 |
Diluted: Weighted average shares outstanding | 6,098 | 6,162 |
Diluted: Weighted average effects of dilutive securities | 87 | 59 |
Diluted: Total | 6,185 | 6,221 |
Antidilutive securities: | 17 | 50 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from related parties | $ 56,000 | $ 39,000 |
Related party rent expense | $ 500 | $ 500 |
The Move, LLC [Member] | CEO and President [Member] | ||
Jointly-held ownership interest, rate | 24.30% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Jun. 30, 2021 | Dec. 31, 2018 | Dec. 31, 2021USD ($)ft² | Sep. 30, 2017USD ($) | Dec. 31, 2021USD ($)ft² | Dec. 31, 2021CAD ($) | Dec. 31, 2020USD ($) |
Lessee, Lease, Description [Line Items] | |||||||
Area of land | ft² | 2,300 | 2,300 | |||||
Rental payments | $ 600,000 | $ 600,000 | |||||
Aggregate matching contributions | $ 200,000 | $ 200,000 | |||||
The Move, LLC [Member] | CEO and President [Member] | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Jointly-held ownership interest, rate | 24.30% | 24.30% | |||||
Castle Rock New Lease [Member] | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Area of land | ft² | 15,700 | 15,700 | |||||
Rental payments | $ 42,600 | ||||||
Leasehold improvements | $ 800,000 | 800,000 | |||||
Lease incentives | $ 400,000 | 400,000 | |||||
New Lease Agreement [Member] | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Rental payments | $ 3,400 | $ 1,340 | $ 1,700 | ||||
Term of operating lease | 2 years | 66 months | 61 months | 2 years | 61 months | ||
Extended term of operating lease | 3 years | ||||||
Lease expiration date | May 31, 2021 | May 1, 2024 | Dec. 31, 2026 | Aug. 31, 2022 | |||
New Lease Agreement [Member] | Sure Harvest and JVF Office Space [Member] | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Rental payments | $ 6,600 | ||||||
Medina North Dakota Office [Member] | North Dakota Office Space [Member] | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Rental payments | $ 1,000 |
Schedule of Supplemental Cash_2
Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | ||
Interest expense | $ 8 | |
Income taxes | 658 | 597 |
Equipment acquired under a finance lease | $ 24 |
Schedule of Operating Segments
Schedule of Operating Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Goodwill | $ 2,946 | $ 2,946 | $ 2,946 |
Total assets | 19,784 | 19,448 | |
Total assets | (19,784) | (19,448) | |
Total revenues | 21,932 | 20,076 | |
Total costs of revenues | 12,195 | 11,148 | |
Total costs of revenues | (12,195) | (11,148) | |
Gross profit | 9,737 | 8,928 | |
Depreciation & amortization | 799 | 997 | |
Segment operating (loss)/income | 2,303 | 1,687 | |
Income tax (benefit)/expense | 659 | 462 | |
Net (loss)/income attributable to WFCF | 2,961 | 1,385 | |
Verification And Certification Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Goodwill | 1,947 | 1,947 | 1,133 |
All other assets, net | 14,267 | 17,576 | |
All other assets, net | (14,267) | (17,576) | |
Total assets | 16,214 | 19,523 | |
Total assets | (16,214) | (19,523) | |
Total revenues | 19,888 | 18,113 | |
Total costs of revenues | 10,843 | 10,005 | |
Total costs of revenues | (10,843) | (10,005) | |
Gross profit | 9,045 | 8,108 | |
Depreciation & amortization | 597 | 428 | |
Other operating expenses | 6,324 | 5,664 | |
Segment operating (loss)/income | 2,124 | 2,016 | |
Other income/(loss) | 1,329 | 162 | |
Income tax (benefit)/expense | |||
Net (loss)/income attributable to WFCF | 3,453 | 2,178 | |
Verification And Certification Segment [Member] | Service [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 16,058 | 14,254 | |
Total costs of revenues | 8,402 | 7,497 | |
Total costs of revenues | (8,402) | (7,497) | |
Verification And Certification Segment [Member] | Product [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 3,830 | 3,859 | |
Total costs of revenues | 2,441 | 2,508 | |
Total costs of revenues | (2,441) | (2,508) | |
Verification And Certification Segment [Member] | License and Service [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | |||
Total costs of revenues | |||
Total costs of revenues | |||
Software Sales And Related Consulting Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Goodwill | 999 | 999 | $ 1,813 |
All other assets, net | 3,848 | 3,089 | |
All other assets, net | (3,848) | (3,089) | |
Total assets | 4,847 | 4,088 | |
Total assets | (4,847) | (4,088) | |
Total revenues | 2,044 | 2,077 | |
Total costs of revenues | 1,352 | 1,233 | |
Total costs of revenues | (1,352) | (1,233) | |
Gross profit | 692 | 844 | |
Depreciation & amortization | 202 | 569 | |
Other operating expenses | 311 | 604 | |
Segment operating (loss)/income | 179 | (329) | |
Other income/(loss) | (12) | (2) | |
Income tax (benefit)/expense | |||
Net (loss)/income attributable to WFCF | 167 | (331) | |
Software Sales And Related Consulting Segment [Member] | Service [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | |||
Total costs of revenues | |||
Total costs of revenues | |||
Software Sales And Related Consulting Segment [Member] | Product [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | |||
Total costs of revenues | |||
Total costs of revenues | |||
Software Sales And Related Consulting Segment [Member] | License and Service [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 2,044 | 2,077 | |
Total costs of revenues | 1,352 | 1,233 | |
Total costs of revenues | (1,352) | (1,233) | |
Eliminations And Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Goodwill | |||
All other assets, net | 1,277 | 4,163 | |
All other assets, net | (1,277) | (4,163) | |
Total assets | 1,277 | 4,163 | |
Total assets | (1,277) | (4,163) | |
Total revenues | (114) | ||
Total costs of revenues | 90 | ||
Total costs of revenues | (90) | ||
Gross profit | (24) | ||
Depreciation & amortization | |||
Other operating expenses | (24) | ||
Segment operating (loss)/income | |||
Other income/(loss) | |||
Income tax (benefit)/expense | (659) | (462) | |
Net (loss)/income attributable to WFCF | (659) | (462) | |
Eliminations And Other [Member] | Service [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | |||
Total costs of revenues | 90 | ||
Total costs of revenues | (90) | ||
Eliminations And Other [Member] | Product [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | |||
Total costs of revenues | |||
Total costs of revenues | |||
Eliminations And Other [Member] | License and Service [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | (114) | ||
Total costs of revenues | |||
Total costs of revenues | |||
Consolidated [Member] | |||
Segment Reporting Information [Line Items] | |||
Goodwill | 2,946 | 2,946 | |
All other assets, net | 16,838 | 16,502 | |
All other assets, net | (16,838) | (16,502) | |
Total assets | 19,784 | 19,448 | |
Total assets | (19,784) | (19,448) | |
Total revenues | 21,932 | 20,076 | |
Total costs of revenues | 12,195 | 11,148 | |
Total costs of revenues | (12,195) | (11,148) | |
Gross profit | 9,737 | 8,928 | |
Depreciation & amortization | 799 | 997 | |
Other operating expenses | 6,635 | 6,244 | |
Segment operating (loss)/income | 2,303 | 1,687 | |
Other income/(loss) | 1,317 | 160 | |
Income tax (benefit)/expense | (659) | (462) | |
Net (loss)/income attributable to WFCF | 2,961 | 1,385 | |
Consolidated [Member] | Service [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 16,058 | 14,254 | |
Total costs of revenues | 8,402 | 7,407 | |
Total costs of revenues | (8,402) | (7,407) | |
Consolidated [Member] | Product [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 3,830 | 3,859 | |
Total costs of revenues | 2,441 | 2,508 | |
Total costs of revenues | (2,441) | (2,508) | |
Consolidated [Member] | License and Service [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 2,044 | 1,963 | |
Total costs of revenues | 1,352 | 1,233 | |
Total costs of revenues | $ (1,352) | $ (1,233) |
Segments (Details Narrative)
Segments (Details Narrative) | 12 Months Ended |
Dec. 31, 2021Integer | |
Segment Reporting [Abstract] | |
Number of operating segment | 1 |