Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 26, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40314 | |
Entity Registrant Name | WHERE FOOD COMES FROM, INC. | |
Entity Central Index Key | 0001360565 | |
Entity Tax Identification Number | 43-1802805 | |
Entity Incorporation, State or Country Code | CO | |
Entity Address, Address Line One | 202 6th Street | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | Castle Rock | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80104 | |
City Area Code | (303) | |
Local Phone Number | 895-3002 | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | WFCF | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 5,375,767 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 1,882 | $ 2,641 |
Accounts receivable, net of allowance | 2,075 | 2,128 |
Inventory | 1,119 | 1,109 |
Prepaid expenses and other current assets | 375 | 335 |
Total current assets | 5,451 | 6,213 |
Property and equipment, net | 806 | 844 |
Right-of-use assets, net | 2,295 | 2,296 |
Equity investments | 1,191 | 1,191 |
Intangible and other assets, net | 2,222 | 2,303 |
Goodwill, net | 2,946 | 2,946 |
Deferred tax assets, net | 482 | 493 |
Total assets | 15,393 | 16,286 |
Current liabilities: | ||
Accounts payable | 677 | 567 |
Accrued expenses and other current liabilities | 889 | 615 |
Deferred revenue | 1,457 | 1,485 |
Current portion of finance lease obligations | 14 | 14 |
Current portion of operating lease obligations | 321 | 298 |
Total current liabilities | 3,358 | 2,979 |
Finance lease obligations, net of current portion | 37 | 41 |
Operating lease obligation, net of current portion | 2,422 | 2,447 |
Total liabilities | 5,817 | 5,467 |
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; 6,444 (2024) and 6,516 (2023) shares issued, and 5,395 (2024) and 5,503 (2023) shares outstanding | 7 | 7 |
Additional paid-in-capital | 11,338 | 12,290 |
Treasury stock of 1,049 (2024) and 1,014 (2023) shares | (11,688) | (11,219) |
Retained earnings | 9,919 | 9,741 |
Total equity | 9,576 | 10,819 |
Total liabilities and stockholders’ equity | $ 15,393 | $ 16,286 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000 | 5,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 95,000 | 95,000 |
Common stock, shares issued | 6,444 | 6,516 |
Common stock, shares outstanding | 5,395 | 5,503 |
Treasury stock, shares | 1,049 | 1,014 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues: | ||
Total revenues | $ 5,582 | $ 5,267 |
Costs of revenues: | ||
Total costs of revenues | 3,253 | 3,124 |
Gross profit | 2,329 | 2,143 |
Selling, general and administrative expenses | 2,068 | 1,988 |
Income from operations | 261 | 155 |
Other income/(expense): | ||
Dividend income from Progressive Beef | 50 | |
Other income, net | 7 | 9 |
Loss on foreign currency exchange | (2) | (2) |
Interest expense | (1) | (1) |
Income before income taxes | 265 | 211 |
Income tax expense | 87 | 90 |
Net income | $ 178 | $ 121 |
Per share - net income: | ||
Basic | $ 0.03 | $ 0.02 |
Diluted | $ 0.03 | $ 0.02 |
Weighted average number of common shares outstanding: | ||
Basic | 5,480 | 5,730 |
Diluted | 5,500 | 5,799 |
Verification and Certification Service Revenue [Member] | ||
Revenues: | ||
Total revenues | $ 4,434 | $ 3,806 |
Costs of revenues: | ||
Total costs of revenues | 2,515 | 2,196 |
Product Sales [Member] | ||
Revenues: | ||
Total revenues | 733 | 971 |
Costs of revenues: | ||
Total costs of revenues | 434 | 568 |
Professional Services [Member] | ||
Revenues: | ||
Total revenues | 415 | 490 |
Costs of revenues: | ||
Total costs of revenues | $ 304 | $ 360 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating activities: | ||
Net income | $ 178 | $ 121 |
Adjustments to reconcile net income to net cash | ||
Depreciation and amortization | 155 | 172 |
Stock-based compensation expense | 11 | 15 |
Deferred tax benefit | 11 | (3) |
Bad debt expense | 4 | 13 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 49 | 94 |
Inventory | (10) | (82) |
Prepaid expenses and other assets | (40) | (25) |
Accounts payable | 110 | 27 |
Accrued expenses and other current liabilities | 266 | 164 |
Deferred revenue | (28) | (22) |
Right of use assets and liabilities, net | (6) | (1) |
Net cash provided by operating activities | 700 | 473 |
Investing activities: | ||
Investment in BlueTrace | (200) | |
Purchases of property, equipment and software development costs | (24) | (7) |
Net cash used in investing activities | (24) | (207) |
Financing activities: | ||
Repayments of finance lease obligations | (3) | (4) |
Proceeds from stock option exercise | 64 | |
Private purchase of common shares | (1,027) | |
Stock repurchase under Stock Buyback Plan | (469) | (1,230) |
Net cash used in financing activities | (1,435) | (1,234) |
Net change in cash | (759) | (968) |
Cash at beginning of period | 2,641 | 4,368 |
Cash at end of period | $ 1,882 | $ 3,400 |
Consolidated Statement of Equit
Consolidated Statement of Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock, Common [Member] | Retained Earnings [Member] |
Balance at Dec. 31, 2022 | $ 12,477 | $ 6 | $ 12,145 | $ (7,263) | $ 7,589 |
Balance, shares at Dec. 31, 2022 | 5,775 | ||||
Stock-based compensation expense | 15 | 15 | |||
Repurchase of common shares under Stock Buyback Plan | (1,230) | (1,230) | |||
Repurchase of common shares under Stock Buyback Plan, shares | (90) | ||||
Net income | 121 | 121 | |||
Balance at Mar. 31, 2023 | 11,383 | $ 6 | 12,160 | (8,493) | 7,710 |
Balance, shares at Mar. 31, 2023 | 5,685 | ||||
Balance at Dec. 31, 2023 | 10,819 | $ 7 | 12,290 | (11,219) | 9,741 |
Balance, shares at Dec. 31, 2023 | 5,503 | ||||
Stock-based compensation expense | 11 | 11 | |||
Repurchase of common shares under Stock Buyback Plan | (469) | (469) | |||
Repurchase of common shares under Stock Buyback Plan, shares | (36) | ||||
Stock option exercised | 64 | 64 | |||
Stock options exercised, shares | 8 | ||||
Private purchase of common shares | (1,027) | (1,027) | |||
Private purchase of common shares, shares | (80) | ||||
Net income | 178 | 178 | |||
Balance at Mar. 31, 2024 | $ 9,576 | $ 7 | $ 11,338 | $ (11,688) | $ 9,919 |
Balance, shares at Mar. 31, 2024 | 5,395 |
The Company and Basis of Presen
The Company and Basis of Presentation | 3 Months Ended |
Mar. 31, 2024 | |
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 and aquaculture products are accurate. We care about food and other agricultural and aquacultural 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 consulting services that generate incremental revenue specific to the food and agricultural industry and drive sustainable value creation. Finally, the Company’s Where Food Comes From Source Verified® retail and restaurant labeling program utilizes the verification of product attributes to connect consumers directly to the source of the food they purchase through product labeling and web-based information sharing and education. Most of our customers are located throughout the United States. Basis of Presentation Our unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the results of operations, financial position and cash flows of and its subsidiaries, Where Food Comes From Organic, Inc. (“WFCFO”), Validus Verifications Services, LLC (“Validus”), SureHarvest Services, Inc. (“SureHarvest”), and Postelsia Holdings, Ltd. (“Postelsia”) (collectively referred to as “we,” “us,” and “our” throughout this Form 10-Q) All significant intercompany transactions and amounts have been eliminated. The results of businesses acquired are included in the consolidated financial statements from the date of the acquisition. The consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with our audited financial statements and footnotes thereto for the year ended December 31, 2023, included in our Form 10-K filed on February 15, 2024. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. However, we believe that the disclosures are adequate to make the information presented not misleading. Certain prior year amounts have been reclassified to conform to current year presentation. Net income and shareholders’ equity were not affected by these reclassifications. The financial statements reflect all adjustments (consisting primarily of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of our financial position and results of operations. The consolidated operating results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for any other interim period of any future year. Where Food Comes From, Inc. Notes to the Consolidated Financial Statements (Unaudited) Seasonality Our business is subject to seasonal fluctuations annually. Significant portions of our verification and certification service revenue are typically realized during late May through early October when the calf marketings and the growing seasons are at their peak. Additionally, the cattle industry is cyclical by nature based on factors impacting current and future supplies such as drought-induced feedlot placements, higher cow and heifer slaughter, and lower auction receipts. The production lags inherent to this industry lead to long-lasting impacts of production decisions. For example, increased liquidation implies tighter supplies for next year. Similarly, times of herd expansion are typically a multi-year period. These cycles typically last roughly 10 years. The current cycle began in 2014, and we believe we are currently in the contraction phase of the cycle after peaking in 2018-2019. How long we continue to contract will be directly impacted by drought and pasture conditions. Because of the seasonality of the business and cyclical nature of our industry, results for any quarter are not necessarily indicative of the results that may be achieved for any other quarter or for the full fiscal year. Recent Accounting Pronouncements The Financial Accounting Standards Board (FASB) Accounting Standards Codification is the sole source of authoritative GAAP other than SEC issued rules and regulations that apply only to SEC registrants. The FASB issues an Accounting Standards Update (ASU) to communicate changes to the codification. The Company considers the applicability and impact of all ASU’s. In March 2024, the FASB issued ASU 2024-01, Compensation – Stock Compensation (Topic 718); Scope Application of Profits Interest and Similar Awards, to improve GAAP by adding an illustrative example to demonstrate how an entity should apply the scope guidance in paragraph 718-10-15-3 to determine whether profits interest and similar awards should be accounted for in accordance with Topic 718, Compensation – Stock Compensation. The Company will be required to adopt the changes effective January 1, 2025. The standard is not expected to impact the Company’s financial statements. In March 2024, the FASB issued ASU 2024-02, Codification Improvements – Amendments to Remove References to the Concepts Statements. The FASB as a standing project on its agenda to facilitate Codification updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to working or the structure of guidance, and other minor improvements. The Company will be required to adopt the changes effective January 1, 2025. At this time, management is determining the extent of changes to the disclosures on its financial statements. |
Basic and Diluted Net Income pe
Basic and Diluted Net Income per Share | 3 Months Ended |
Mar. 31, 2024 | |
Per share - net income: | |
Basic and Diluted Net Income per Share | Note 2 – Basic and Diluted Net Income per Share Basic net income per share was computed by dividing income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted net income per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Where Food Comes From, Inc. Notes to the Consolidated Financial Statements (Unaudited) The following is a reconciliation of the share data used in the basic and diluted income per share computations (amounts in thousands): Schedule of Reconciliation of Basic and Diluted Income Per Share Computations 2024 2023 Three months ended March 31, 2024 2023 Basic: Weighted average shares outstanding 5,480 5,730 Diluted: Weighted average shares outstanding 5,480 5,730 Weighted average effects of dilutive securities 20 69 Total 5,500 5,799 Antidilutive securities: 17 17 The effect of the inclusion of the antidilutive shares would have resulted in an increase in earnings per share. Accordingly, the weighted average shares outstanding have not been adjusted for antidilutive shares. |
Equity Investments
Equity Investments | 3 Months Ended |
Mar. 31, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Investments | Note 3 – Equity Investments For the three months ended March 31, 2024, the Company did no 50,000 On March 29, 2023, the Company made an equity investment of $ 0.2 Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. Where Food Comes From, Inc. Notes to the Consolidated Financial Statements (Unaudited) |
Intangible and Other Assets
Intangible and Other Assets | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible and Other Assets | Note 4 – Intangible and Other Assets The following table summarizes our intangible and other assets (amounts in thousands, except useful life): Schedule of Intangible and Other Assets March 31, December 31, Estimated 2024 2023 Useful Life Intangible assets subject to amortization: Tradenames and trademarks $ 417 $ 417 2.5 8.0 Accreditations 75 75 5.0 Customer relationships 3,937 3,937 3.0 15.0 Patents 970 970 4.0 Non-compete agreements 121 121 5.0 Intangible and other assets, gross 5,520 5,520 Less accumulated amortization 3,906 3,821 Intangible and other assets, net 1,614 1,699 Cryptocurrency (not subject to amortization) 116 116 Tradenames/trademarks (not subject to amortization) 465 465 Intangible assets 2,195 2,280 Other assets 27 23 Intangible and other assets: $ 2,222 $ 2,303 For the three months ended March 31, 2024 and 2023, we have not sold any digital assets and have no 116,000 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Note 5 – Accrued Expenses and Other Current Liabilities The following table summarizes our accrued expenses and other current liabilities as of (amounts in thousands): Schedule of Accrued Expenses and Other Current Liabilities March 31, December 31, 2024 2023 Income and sales taxes payable $ 136 $ 62 Payroll related accruals 480 341 Customer deposits 172 41 Professional fees and other expenses 101 171 Accrued expenses and other current liabilities $ 889 $ 615 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 6 – Notes Payable Unison Revolving Line of Credit The Company has a revolving line of credit (“LOC”) agreement which matures April 12, 2025 75,080 1.50 maturity 10.0 no Where Food Comes From, Inc. Notes to the Consolidated Financial Statements (Unaudited) |
Equity and Stock-Based Compensa
Equity and Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Equity and Stock-Based Compensation | Note 7 – Equity and Stock-Based Compensation In addition to cash compensation, the Company may compensate certain service providers, including employees, directors, consultants, and other advisors, with equity-based compensation in the form of stock options, stock awards and restricted stock awards. The Company recognizes all equity-based compensation as stock-based compensation expense based on the fair value of the compensation measured at the grant date. For stock options, fair value is calculated at the date of grant using the Black-Scholes-Merton option pricing model. For stock awards and restricted stock awards, fair value is the closing stock price for the Company’s common stock on the grant date. The expense is recognized over the vesting period of the grant. For the periods presented, all stock-based compensation expense was classified as a component within selling, general and administrative expense in the Company’s consolidated statements of operations. The amount of stock-based compensation expense recognized for the three month period ended March 31, 2024 and 2023 was $ 11,000 15,000 During the three months ended March 31, 2024 and 2023, no Equity Incentive Plans Our 2006 Equity Incentive Plan (the “2006 Plan”) and 2016 Equity Incentive Plan (the “2016 Plan,” and together with the 2006 Plan, the “Plans”) provide for the issuance of stock-based awards to employees, officers, directors and consultants. The Plans permit the granting of stock awards and stock options. The vesting of stock-based awards is generally subject to the passage of time and continued employment through the vesting period. Stock Option Activity Stock option activity under our Equity Incentive Plans is summarized as follows: Schedule of Stock Option Activity Weighted avg. Weighted avg. Weighted avg. Number of exercise price grant date fair contractual life Aggregate awards per share value per share (in years) intrinsic value Outstanding, December 31, 2023 73,469 $ 8.84 $ 7.97 5.07 $ 346,125 Granted - $ - $ - - Exercised (8,500 ) $ 7.51 $ 7.44 2.45 Expired/Forfeited - $ - $ - - Outstanding, March 31, 2024 64,969 $ 9.02 $ 8.04 5.15 $ 355,269 Exercisable, March 31, 2024 59,296 $ 8.58 $ 7.77 4.95 $ 355,269 Unvested, March 31, 2024 5,673 $ 13.57 $ 10.90 7.24 $ - The aggregate intrinsic value represents the total pre-tax intrinsic value (the aggregate difference between the closing price of our common stock on March 31, 2024 and the exercise price for the in-the-money options) that would have been received by the option holders if all the in-the-money options had been exercised on March 31, 2024. Where Food Comes From, Inc. Notes to the Consolidated Financial Statements (Unaudited) Private Purchase of Common Shares During March 2024, the Company purchased 80,201 1.0 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8 – Income Taxes Deferred tax assets and liabilities have been determined based upon the differences between the financial statement amounts and the tax bases of assets and liabilities as measured by enacted tax rates expected to be in effect when these differences are expected to reverse. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The provision or benefit for income taxes is recorded at the end of each interim period based on the Company’s best estimate of its effective income tax rate expected to be applicable for the full fiscal year. For the three months ended March 31, 2024 we recorded an income tax expense of approximately $ 87,000 90,000 |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2024 | |
Revenue Recognition | |
Revenue Recognition | Note 9 - Revenue Recognition Disaggregation of Revenue We have identified three material revenue categories in our business: (i) verification and certification service revenue, (ii) product sales, (iii) professional services 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 Professional Services Segment Eliminations and Other Consolidated Totals Verification and Certification Segment Professional Services Segment Eliminations and Other Consolidated Totals Three months ended March 31, 2024 Three months ended March 31, 2023 Verification and Certification Segment Professional Services Segment Eliminations and Other Consolidated Totals Verification and Certification Segment Professional Services Segment Eliminations and Other Consolidated Totals Revenues: Verification and certification service revenue $ 4,434 $ - $ - $ 4,434 $ 3,806 $ - $ - $ 3,806 Product sales 733 - - 733 971 - - 971 Professional services - 415 - 415 - 490 - 490 Total revenues $ 5,167 $ 415 $ - $ 5,582 $ 4,777 $ 490 $ - $ 5,267 Contract Balances As of March 31, 2024 and December 31, 2023, accounts receivable from contracts with customers, net of allowance for doubtful accounts, was approximately $ 2.1 As of March 31, 2024 and December 31, 2023, deferred revenue from contracts with customers was approximately $ 1.5 Where Food Comes From, Inc. Notes to the Consolidated Financial Statements (Unaudited) The following table reflects the changes in our contract liabilities during the three month period ended March 31, 2024 (amounts in thousands): Schedule of Changes in Contract Liabilities Deferred revenue: Unearned revenue December 31, 2023 $ 1,485 Unearned billings 708 Revenue recognized (736 ) Unearned revenue March 31, 2024 $ 1,457 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
Leases | Note 10 – Leases The components of lease expense were as follows (amounts in thousands): Schedule of Lease Expense 2024 2023 Three months ended March 31, 2024 2023 Operating lease cost $ 116 $ 123 Finance lease cost Amortization of assets 4 4 Interest on finance lease obligations 1 1 Variable lease cost - - Total net lease cost $ 121 $ 128 Included in the table above, for the three months ended March 31, 2024 and 2023, is $ 0.1 This space is being leased from The Move, LLC. Our CEO and President, each a related party to WFCF, have a 24.3 Supplemental balance sheet information related to leases was as follows (amounts in thousands): Schedule of Supplemental Balance Sheet Information Related to Leases Operating leases: Related Party Other Total Related Party Other Total March 31, 2024 December 31, 2023 Operating leases: Related Party Other Total Related Party Other Total Operating lease ROU assets $ 2,104 $ 144 $ 2,248 $ 2,158 $ 87 $ 2,245 Current operating lease liabilities $ 256 $ 65 $ 321 $ 249 $ 49 $ 298 Noncurrent operating lease liabilities 2,340 82 2,422 2,407 40 2,447 Total operating lease liabilities $ 2,596 $ 147 $ 2,743 $ 2,656 $ 89 $ 2,745 Finance leases: March 31, 2024 December 31, 2023 Right of use asset, at cost $ 76 $ 76 Accumulated amortization (29 ) (25 ) Property and equipment, net $ 47 $ 51 Current obligations of finance leases $ 14 $ 14 Finance leases, net of current obligations 37 41 Total finance lease liabilities $ 51 $ 55 Weighted average remaining lease term (in years): Operating leases 7.1 7.4 Finance leases 3.4 3.7 Weighted average discount rate: Operating leases 5.8 % 5.8 % Finance leases 8.3 % 8.3 % Where Food Comes From, Inc. Notes to the Consolidated Financial Statements (Unaudited) Supplemental cash flow and other information related to leases was as follows (amounts in thousands): Schedule of Supplemental Cash Flow Information Related to Leases Three months ended March 31, 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 120 $ 128 Operating cash flows from finance leases $ 1 $ 1 Financing cash flows from finance leases $ 3 $ 3 ROU assets obtained in exchange for lease liabilities: Operating leases $ 80 $ - Maturities of lease liabilities were as follows (amounts in thousands): Schedule of Maturities of Operating Lease and Finance Lease Liabilities Years Ending December 31st, Operating Leases Finance Leases 2024 (remaining nine months) $ 352 $ 13 2025 471 18 2026 456 14 2027 430 14 2028 443 - Thereafter 1,205 - Total lease payments 3,357 59 Less amount representing interest (614 ) (8 ) Total lease obligations 2,743 51 Less current portion (321 ) (14 ) Long-term lease obligations $ 2,422 $ 37 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 – Commitments and Contingencies Legal proceedings From time to time, we may become involved in various legal actions, administrative proceedings and claims in the ordinary course of business. We generally record losses for claims in excess of the limits of purchased insurance in earnings at the time and to the extent they are probable and estimable. |
Segments
Segments | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segments | Note 12 - Segments With each acquisition, we assess the need to disclose discrete information related to our operating segments. Because of the similarities of certain of our acquisitions that provide certification and verification services, we aggregate operations into one verification and certification reportable segment. The operating segments included in the aggregated verification and certification segment include IMI Global, WFCFO and Validus. The factors considered in determining this aggregated reporting segment include the economic similarity of the businesses, the nature of services provided, production processes, types of customers and distribution methods. Where Food Comes From, Inc. Notes to the Consolidated Financial Statements (Unaudited) The Company also determined that it has a professional services reportable segment. SureHarvest, which includes Postelsia, is the sole operating segment. This segment includes consulting, data analysis and other reporting service revenues. The Company’s chief operating decision maker (the Company’s CEO) allocates resources and assesses the performance of its operating segments. Segment management makes decisions, measures performance, and manages the business utilizing internal reporting operating segment information. Performance of operating segments are based on net sales, gross profit, selling, general and administrative expenses and most importantly, operating income. The Company eliminates intercompany transfers between segments for management reporting purposes. The following table shows information for reportable operating segments (amounts in thousands): Schedule of Operating Segments Three months ended March 31, 2024 Three months ended March 31, 2023 Verification and Certification Segment Professional Services Segment Eliminations and Other Consolidated Totals Verification and Certification Segment Professional Services Segment Eliminations and Other Consolidated Totals Assets: Goodwill $ 1,947 $ 999 $ - $ 2,946 $ 1,947 $ 999 $ - $ 2,946 All other assets, net 912 2,765 8,770 12,447 7,179 2,609 4,568 14,356 Total assets $ 2,859 $ 3,764 $ 8,770 $ 15,393 $ 9,126 $ 3,608 $ 4,568 $ 17,302 Revenues: Verification and certification service revenue $ 4,434 $ - $ - $ 4,434 $ 3,806 $ - $ - $ 3,806 Product sales 733 - - 733 971 - - 971 Professional services - 415 - 415 - 490 - 490 Total revenues $ 5,167 $ 415 $ - $ 5,582 $ 4,777 $ 490 $ - $ 5,267 Costs of revenues: Costs of verification and certification services 2,515 - - 2,515 2,196 - - 2,196 Costs of products 434 - - 434 568 - - 568 Costs of professional services - 304 - 304 - 360 - 360 Total costs of revenues 2,949 304 - 3,253 2,764 360 - 3,124 Gross profit 2,218 111 - 2,329 2,013 130 - 2,143 Depreciation & amortization 113 42 - 155 130 42 - 172 Other operating expenses 1,843 70 - 1,913 1,746 70 - 1,816 Segment operating income/(loss) $ 262 $ (1 ) $ - $ 261 $ 137 $ 18 $ - $ 155 Other items to reconcile segment operating income (loss) to net income/(loss): Other income / (expense) 6 (2 ) - 4 57 (1 ) - 56 Income tax expense - - (87 ) (87 ) - - (90 ) (90 ) Net income/(loss) $ 268 $ (3 ) $ (87 ) $ 178 $ 194 $ 17 $ (90 ) $ 121 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2024 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Note 13 – Supplemental Cash Flow Information Schedule of Supplemental Cash Flow Information Three months ended March 31, (Amounts in thousands) 2024 2023 Cash paid during the year: Interest expense $ - $ - Income taxes $ - $ 3 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events | |
Subsequent Events | Note 14 – Subsequent Events The Company has had no material, significant or unusual transactions or events from the financial statement date through the issuance of the financial statements. |
Basic and Diluted Net Income _2
Basic and Diluted Net Income per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Per share - net income: | |
Schedule of Reconciliation of Basic and Diluted Income Per Share Computations | The following is a reconciliation of the share data used in the basic and diluted income per share computations (amounts in thousands): Schedule of Reconciliation of Basic and Diluted Income Per Share Computations 2024 2023 Three months ended March 31, 2024 2023 Basic: Weighted average shares outstanding 5,480 5,730 Diluted: Weighted average shares outstanding 5,480 5,730 Weighted average effects of dilutive securities 20 69 Total 5,500 5,799 Antidilutive securities: 17 17 |
Intangible and Other Assets (Ta
Intangible and Other Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible and Other Assets | The following table summarizes our intangible and other assets (amounts in thousands, except useful life): Schedule of Intangible and Other Assets March 31, December 31, Estimated 2024 2023 Useful Life Intangible assets subject to amortization: Tradenames and trademarks $ 417 $ 417 2.5 8.0 Accreditations 75 75 5.0 Customer relationships 3,937 3,937 3.0 15.0 Patents 970 970 4.0 Non-compete agreements 121 121 5.0 Intangible and other assets, gross 5,520 5,520 Less accumulated amortization 3,906 3,821 Intangible and other assets, net 1,614 1,699 Cryptocurrency (not subject to amortization) 116 116 Tradenames/trademarks (not subject to amortization) 465 465 Intangible assets 2,195 2,280 Other assets 27 23 Intangible and other assets: $ 2,222 $ 2,303 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | The following table summarizes our accrued expenses and other current liabilities as of (amounts in thousands): Schedule of Accrued Expenses and Other Current Liabilities March 31, December 31, 2024 2023 Income and sales taxes payable $ 136 $ 62 Payroll related accruals 480 341 Customer deposits 172 41 Professional fees and other expenses 101 171 Accrued expenses and other current liabilities $ 889 $ 615 |
Equity and Stock-Based Compen_2
Equity and Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | Stock option activity under our Equity Incentive Plans is summarized as follows: Schedule of Stock Option Activity Weighted avg. Weighted avg. Weighted avg. Number of exercise price grant date fair contractual life Aggregate awards per share value per share (in years) intrinsic value Outstanding, December 31, 2023 73,469 $ 8.84 $ 7.97 5.07 $ 346,125 Granted - $ - $ - - Exercised (8,500 ) $ 7.51 $ 7.44 2.45 Expired/Forfeited - $ - $ - - Outstanding, March 31, 2024 64,969 $ 9.02 $ 8.04 5.15 $ 355,269 Exercisable, March 31, 2024 59,296 $ 8.58 $ 7.77 4.95 $ 355,269 Unvested, March 31, 2024 5,673 $ 13.57 $ 10.90 7.24 $ - |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue Recognition | |
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 Professional Services Segment Eliminations and Other Consolidated Totals Verification and Certification Segment Professional Services Segment Eliminations and Other Consolidated Totals Three months ended March 31, 2024 Three months ended March 31, 2023 Verification and Certification Segment Professional Services Segment Eliminations and Other Consolidated Totals Verification and Certification Segment Professional Services Segment Eliminations and Other Consolidated Totals Revenues: Verification and certification service revenue $ 4,434 $ - $ - $ 4,434 $ 3,806 $ - $ - $ 3,806 Product sales 733 - - 733 971 - - 971 Professional services - 415 - 415 - 490 - 490 Total revenues $ 5,167 $ 415 $ - $ 5,582 $ 4,777 $ 490 $ - $ 5,267 |
Schedule of Changes in Contract Liabilities | The following table reflects the changes in our contract liabilities during the three month period ended March 31, 2024 (amounts in thousands): Schedule of Changes in Contract Liabilities Deferred revenue: Unearned revenue December 31, 2023 $ 1,485 Unearned billings 708 Revenue recognized (736 ) Unearned revenue March 31, 2024 $ 1,457 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
Schedule of Lease Expense | The components of lease expense were as follows (amounts in thousands): Schedule of Lease Expense 2024 2023 Three months ended March 31, 2024 2023 Operating lease cost $ 116 $ 123 Finance lease cost Amortization of assets 4 4 Interest on finance lease obligations 1 1 Variable lease cost - - Total net lease cost $ 121 $ 128 |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows (amounts in thousands): Schedule of Supplemental Balance Sheet Information Related to Leases Operating leases: Related Party Other Total Related Party Other Total March 31, 2024 December 31, 2023 Operating leases: Related Party Other Total Related Party Other Total Operating lease ROU assets $ 2,104 $ 144 $ 2,248 $ 2,158 $ 87 $ 2,245 Current operating lease liabilities $ 256 $ 65 $ 321 $ 249 $ 49 $ 298 Noncurrent operating lease liabilities 2,340 82 2,422 2,407 40 2,447 Total operating lease liabilities $ 2,596 $ 147 $ 2,743 $ 2,656 $ 89 $ 2,745 Finance leases: March 31, 2024 December 31, 2023 Right of use asset, at cost $ 76 $ 76 Accumulated amortization (29 ) (25 ) Property and equipment, net $ 47 $ 51 Current obligations of finance leases $ 14 $ 14 Finance leases, net of current obligations 37 41 Total finance lease liabilities $ 51 $ 55 Weighted average remaining lease term (in years): Operating leases 7.1 7.4 Finance leases 3.4 3.7 Weighted average discount rate: Operating leases 5.8 % 5.8 % Finance leases 8.3 % 8.3 % |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow and other information related to leases was as follows (amounts in thousands): Schedule of Supplemental Cash Flow Information Related to Leases Three months ended March 31, 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 120 $ 128 Operating cash flows from finance leases $ 1 $ 1 Financing cash flows from finance leases $ 3 $ 3 ROU assets obtained in exchange for lease liabilities: Operating leases $ 80 $ - |
Schedule of Maturities of Operating Lease and Finance Lease Liabilities | Maturities of lease liabilities were as follows (amounts in thousands): Schedule of Maturities of Operating Lease and Finance Lease Liabilities Years Ending December 31st, Operating Leases Finance Leases 2024 (remaining nine months) $ 352 $ 13 2025 471 18 2026 456 14 2027 430 14 2028 443 - Thereafter 1,205 - Total lease payments 3,357 59 Less amount representing interest (614 ) (8 ) Total lease obligations 2,743 51 Less current portion (321 ) (14 ) Long-term lease obligations $ 2,422 $ 37 |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Operating Segments | The Company eliminates intercompany transfers between segments for management reporting purposes. The following table shows information for reportable operating segments (amounts in thousands): Schedule of Operating Segments Three months ended March 31, 2024 Three months ended March 31, 2023 Verification and Certification Segment Professional Services Segment Eliminations and Other Consolidated Totals Verification and Certification Segment Professional Services Segment Eliminations and Other Consolidated Totals Assets: Goodwill $ 1,947 $ 999 $ - $ 2,946 $ 1,947 $ 999 $ - $ 2,946 All other assets, net 912 2,765 8,770 12,447 7,179 2,609 4,568 14,356 Total assets $ 2,859 $ 3,764 $ 8,770 $ 15,393 $ 9,126 $ 3,608 $ 4,568 $ 17,302 Revenues: Verification and certification service revenue $ 4,434 $ - $ - $ 4,434 $ 3,806 $ - $ - $ 3,806 Product sales 733 - - 733 971 - - 971 Professional services - 415 - 415 - 490 - 490 Total revenues $ 5,167 $ 415 $ - $ 5,582 $ 4,777 $ 490 $ - $ 5,267 Costs of revenues: Costs of verification and certification services 2,515 - - 2,515 2,196 - - 2,196 Costs of products 434 - - 434 568 - - 568 Costs of professional services - 304 - 304 - 360 - 360 Total costs of revenues 2,949 304 - 3,253 2,764 360 - 3,124 Gross profit 2,218 111 - 2,329 2,013 130 - 2,143 Depreciation & amortization 113 42 - 155 130 42 - 172 Other operating expenses 1,843 70 - 1,913 1,746 70 - 1,816 Segment operating income/(loss) $ 262 $ (1 ) $ - $ 261 $ 137 $ 18 $ - $ 155 Other items to reconcile segment operating income (loss) to net income/(loss): Other income / (expense) 6 (2 ) - 4 57 (1 ) - 56 Income tax expense - - (87 ) (87 ) - - (90 ) (90 ) Net income/(loss) $ 268 $ (3 ) $ (87 ) $ 178 $ 194 $ 17 $ (90 ) $ 121 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | Schedule of Supplemental Cash Flow Information Three months ended March 31, (Amounts in thousands) 2024 2023 Cash paid during the year: Interest expense $ - $ - Income taxes $ - $ 3 |
Schedule of Reconciliation of B
Schedule of Reconciliation of Basic and Diluted Income Per Share Computations (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Basic: | ||
Weighted average shares outstanding | 5,480 | 5,730 |
Diluted: | ||
Weighted average effects of dilutive securities | 20 | 69 |
Total | 5,500 | 5,799 |
Antidilutive securities: | 17 | 17 |
Equity Investments (Details Nar
Equity Investments (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 29, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Equity Method Investments [Line Items] | |||
Dividend income | $ 50 | ||
ShellFish Solutions Inc [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Payments to acquire equity investments | $ 200 |
Schedule of Intangible and Othe
Schedule of Intangible and Other Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Intangible assets subject to amortization: | ||
Intangible and other assets, gross | $ 5,520 | $ 5,520 |
Less accumulated amortization | 3,906 | 3,821 |
Intangible and other assets, net | 1,614 | 1,699 |
Cryptocurrency (not subject to amortization) | 116 | 116 |
Tradenames/trademarks (not subject to amortization) | 465 | 465 |
Intangible assets | 2,195 | 2,280 |
Other assets | 27 | 23 |
Intangible and other assets: | 2,222 | 2,303 |
Trademarks and Trade Names [Member] | ||
Intangible assets subject to amortization: | ||
Intangible and other assets, gross | $ 417 | 417 |
Minimum [Member] | Trademarks and Trade Names [Member] | ||
Intangible assets subject to amortization: | ||
Estimated useful lives of intangible assets | 2 years 6 months | |
Minimum [Member] | Customer Relationships [Member] | ||
Intangible assets subject to amortization: | ||
Estimated useful lives of intangible assets | 3 years | |
Maximum [Member] | Trademarks and Trade Names [Member] | ||
Intangible assets subject to amortization: | ||
Estimated useful lives of intangible assets | 8 years | |
Maximum [Member] | Customer Relationships [Member] | ||
Intangible assets subject to amortization: | ||
Estimated useful lives of intangible assets | 15 years | |
Accreditations [Member] | ||
Intangible assets subject to amortization: | ||
Intangible and other assets, gross | $ 75 | 75 |
Estimated useful lives of intangible assets | 5 years | |
Customer Relationships [Member] | ||
Intangible assets subject to amortization: | ||
Intangible and other assets, gross | $ 3,937 | 3,937 |
Patents [Member] | ||
Intangible assets subject to amortization: | ||
Intangible and other assets, gross | $ 970 | 970 |
Estimated useful lives of intangible assets | 4 years | |
Noncompete Agreements [Member] | ||
Intangible assets subject to amortization: | ||
Intangible and other assets, gross | $ 121 | $ 121 |
Estimated useful lives of intangible assets | 5 years |
Intangible and Other Assets (De
Intangible and Other Assets (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Impairment loss | |||
Digital assets held | $ 116 | $ 116 |
Schedule of Accrued Expenses an
Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Income and sales taxes payable | $ 136 | $ 62 |
Payroll related accruals | 480 | 341 |
Customer deposits | 172 | 41 |
Professional fees and other expenses | 101 | 171 |
Accrued expenses and other current liabilities | $ 889 | $ 615 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Line of Credit Facility [Line Items] | ||
Line of credit, working capital | $ 75,080 | |
Line of credit, outstanding amount | $ 0 | $ 0 |
Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Revolving line of credit, maturity date | Apr. 12, 2025 | |
Line of credit, prime interest rate | 1.50% | |
Line of credit, interest rate | 10% | 10% |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - Equity Incentive Plans [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of awards Outstanding, Balance | 73,469 | |
Weighted avg exercise price per share, beginning balance | $ 8.84 | |
Weighted avg grant date fair value per share, beginning Balance | $ 7.97 | |
Weighted avg remaining contractual life (in years), ending Balance | 5 years 1 month 24 days | 5 years 25 days |
Aggregate intrinsic value, beginning balance | $ 346,125 | |
Number of awards, granted | ||
Weighted avg exercise price per share, granted | ||
Weighted avg grant date fair value per share, granted | ||
Number of awards, exercised | (8,500) | |
Weighted avg exercise price per share, exercised | $ 7.51 | |
Weighted avg grant date fair value per share, exercised | $ 7.44 | |
Weighted avg remaining contractual life (in years), exercised | 2 years 5 months 12 days | |
Number of awards, expired/forfeited | ||
Weighted avg exercise price per share, expired/forfeited | ||
Weighted avg grant date fair value per share, expired/forfeited | ||
Number of awards, ending balance | 64,969 | 73,469 |
Weighted avg exercise price per share, ending balance | $ 9.02 | $ 8.84 |
Weighted avg grant date fair value per share, ending Balance | $ 8.04 | $ 7.97 |
Aggregate intrinsic value, ending balance | $ 355,269 | $ 346,125 |
Number of awards exercisable, ending balance | 59,296 | |
Weighted avg exercise price per share exercisable, ending balance | $ 8.58 | |
Weighted avg grant date fair value per share exercisable, ending Balance | $ 7.77 | |
Weighted avg remaining contractual life (in years) exercisable, ending Balance | 4 years 11 months 12 days | |
Aggregate intrinsic value, exercisable | $ 355,269 | |
Number of awards unvested, ending balance | 5,673 | |
Weighted avg exercise price per share unvested, ending balance | $ 13.57 | |
Weighted avg grant date fair value per share unvested, ending Balance | $ 10.90 | |
Weighted avg remaining contractual life (in years) unvested, ending Balance | 7 years 2 months 26 days | |
Aggregate intrinsic value, unvested |
Equity and Stock-Based Compen_3
Equity and Stock-Based Compensation (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock-based compensation expense | $ 11 | $ 15 |
Stock-based compensation expense | 0 | 0 |
Number of shares repurchased and retired | 80,201 | |
Value of shares repurchased and retired | $ 1,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income tax, expense | $ 87 | $ 90 |
Schedule of Revenue Attributabl
Schedule of Revenue Attributable to Each of Our Identified Revenue Categories (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Total revenues | $ 5,582 | $ 5,267 |
Verification and Certification Service Revenue [Member] | ||
Total revenues | 4,434 | 3,806 |
Product Sales [Member] | ||
Total revenues | 733 | 971 |
Professional Services [Member] | ||
Total revenues | 415 | 490 |
Verification and Certification Segment [Member] | ||
Total revenues | 5,167 | 4,777 |
Verification and Certification Segment [Member] | Verification and Certification Service Revenue [Member] | ||
Total revenues | 4,434 | 3,806 |
Verification and Certification Segment [Member] | Product Sales [Member] | ||
Total revenues | 733 | 971 |
Verification and Certification Segment [Member] | Professional Services [Member] | ||
Total revenues | ||
Professional Services Segment [Member] | ||
Total revenues | 415 | 490 |
Professional Services Segment [Member] | Verification and Certification Service Revenue [Member] | ||
Total revenues | ||
Professional Services Segment [Member] | Product Sales [Member] | ||
Total revenues | ||
Professional Services Segment [Member] | Professional Services [Member] | ||
Total revenues | 415 | 490 |
Eliminations and Other [Member] | ||
Total revenues | ||
Eliminations and Other [Member] | Verification and Certification Service Revenue [Member] | ||
Total revenues | ||
Eliminations and Other [Member] | Product Sales [Member] | ||
Total revenues | ||
Eliminations and Other [Member] | Professional Services [Member] | ||
Total revenues |
Schedule of Changes in Contract
Schedule of Changes in Contract Liabilities (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Revenue Recognition | |
Unearned revenue December 31, 2023 | $ 1,485 |
Unearned billings | 708 |
Revenue recognized | (736) |
Unearned revenue March 31, 2024 | $ 1,457 |
Revenue Recognition (Details Na
Revenue Recognition (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Revenue Recognition | ||
Allowance for doubtful accounts, net | $ 2,100 | $ 2,100 |
Deferred revenue | $ 1,457 | $ 1,485 |
Schedule of Lease Expense (Deta
Schedule of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases | ||
Operating lease cost | $ 116 | $ 123 |
Amortization of assets | 4 | 4 |
Interest on finance lease obligations | 1 | 1 |
Variable lease cost | ||
Total net lease cost | $ 121 | $ 128 |
Schedule of Supplemental Balanc
Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Defined Benefit Plan Disclosure [Line Items] | ||
Operating lease ROU assets | $ 2,248 | $ 2,245 |
Current operating lease liabilities | 321 | 298 |
Noncurrent operating lease liabilities | 2,422 | 2,447 |
Total operating lease liabilities | 2,743 | 2,745 |
Right of use asset, at cost | 76 | 76 |
Accumulated amortization | (29) | (25) |
Property and equipment, net | 47 | 51 |
Current obligations of finance leases | 14 | 14 |
Finance leases, net of current obligations | 37 | 41 |
Total finance lease liabilities | $ 51 | $ 55 |
Weighted average remaining operating lease term (in years) | 7 years 1 month 6 days | 7 years 4 months 24 days |
Weighted average remaining finance lease term (in years) | 3 years 4 months 24 days | 3 years 8 months 12 days |
Operating leases weighted average discount rate | 5.80% | 5.80% |
Finance leases weighted average discount rate | 8.30% | 8.30% |
Related Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Operating lease ROU assets | $ 2,104 | $ 2,158 |
Current operating lease liabilities | 256 | 249 |
Noncurrent operating lease liabilities | 2,340 | 2,407 |
Total operating lease liabilities | 2,596 | 2,656 |
Other [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Operating lease ROU assets | 144 | 87 |
Current operating lease liabilities | 65 | 49 |
Noncurrent operating lease liabilities | 82 | 40 |
Total operating lease liabilities | $ 147 | $ 89 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases | ||
Operating cash flows from operating leases | $ 120 | $ 128 |
Operating cash flows from finance leases | 1 | 1 |
Financing cash flows from finance leases | 3 | 3 |
Right of use assets obtained in exchange for lease liabilities: Operating leases | $ 80 |
Schedule of Maturities of Opera
Schedule of Maturities of Operating Lease and Finance Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Leases | ||
Operating Leases, 2024 (remaining nine months) | $ 352 | |
Finance Leases, 2024 (remaining nine months) | 13 | |
Operating Leases, 2025 | 471 | |
Finance Leases, 2025 | 18 | |
Operating Leases, 2026 | 456 | |
Finance Leases, 2026 | 14 | |
Operating Leases, 2027 | 430 | |
Finance Leases, 2027 | 14 | |
Operating Leases, 2028 | 443 | |
Finance Leases, 2028 | ||
Operating Leases, Thereafter | 1,205 | |
Finance Leases, Thereafter | ||
Operating Leases, Total lease payments | 3,357 | |
Finance Leases, Total lease payments | 59 | |
Operating Leases, Less amount representing interest | (614) | |
Finance Leases, Less amount representing interest | (8) | |
Operating Leases, Total lease obligations | 2,743 | $ 2,745 |
Finance Leases, Total lease obligations | 51 | 55 |
Operating Leases, Less current portion | (321) | (298) |
Finance Leases, Less current portion | (14) | (14) |
Operating Leases, Long-term lease obligations | 2,422 | 2,447 |
Finance Leases, Long-term lease obligations | $ 37 | $ 41 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating lease cost | $ 116 | $ 123 |
The Move LLC [Member] | ||
Jointly held ownership interest percentage | 24.30% | |
Corporate Headquarters [Member] | ||
Operating lease cost | $ 100 | $ 100 |
Schedule of Operating Segments
Schedule of Operating Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Assets: | ||
Goodwill | $ 2,946 | $ 2,946 |
All other assets, net | 12,447 | 14,356 |
Total assets | 15,393 | 17,302 |
Revenues: | ||
Total revenues | 5,582 | 5,267 |
Costs of revenues: | ||
Total costs of revenues | 3,253 | 3,124 |
Gross profit | 2,329 | 2,143 |
Depreciation & amortization | 155 | 172 |
Other operating expenses | 1,913 | 1,816 |
Segment operating income/(loss) | 261 | 155 |
Other items to reconcile segment operating income (loss) to net income/(loss): | ||
Other income / (expense) | 4 | 56 |
Income tax expense | (87) | (90) |
Net income/(loss) | 178 | 121 |
Service [Member] | ||
Revenues: | ||
Total revenues | 4,434 | 3,806 |
Costs of revenues: | ||
Total costs of revenues | 2,515 | 2,196 |
Product [Member] | ||
Revenues: | ||
Total revenues | 733 | 971 |
Costs of revenues: | ||
Total costs of revenues | 434 | 568 |
Professional Services [Member] | ||
Revenues: | ||
Total revenues | 415 | 490 |
Costs of revenues: | ||
Total costs of revenues | 304 | 360 |
Verification and Certification Segment [Member] | ||
Assets: | ||
Goodwill | 1,947 | 1,947 |
All other assets, net | 912 | 7,179 |
Total assets | 2,859 | 9,126 |
Revenues: | ||
Total revenues | 5,167 | 4,777 |
Costs of revenues: | ||
Total costs of revenues | 2,949 | 2,764 |
Gross profit | 2,218 | 2,013 |
Depreciation & amortization | 113 | 130 |
Other operating expenses | 1,843 | 1,746 |
Segment operating income/(loss) | 262 | 137 |
Other items to reconcile segment operating income (loss) to net income/(loss): | ||
Other income / (expense) | 6 | 57 |
Income tax expense | ||
Net income/(loss) | 268 | 194 |
Verification and Certification Segment [Member] | Service [Member] | ||
Revenues: | ||
Total revenues | 4,434 | 3,806 |
Costs of revenues: | ||
Total costs of revenues | 2,515 | 2,196 |
Verification and Certification Segment [Member] | Product [Member] | ||
Revenues: | ||
Total revenues | 733 | 971 |
Costs of revenues: | ||
Total costs of revenues | 434 | 568 |
Verification and Certification Segment [Member] | Professional Services [Member] | ||
Revenues: | ||
Total revenues | ||
Costs of revenues: | ||
Total costs of revenues | ||
Professional Services Segment [Member] | ||
Assets: | ||
Goodwill | 999 | 999 |
All other assets, net | 2,765 | 2,609 |
Total assets | 3,764 | 3,608 |
Revenues: | ||
Total revenues | 415 | 490 |
Costs of revenues: | ||
Total costs of revenues | 304 | 360 |
Gross profit | 111 | 130 |
Depreciation & amortization | 42 | 42 |
Other operating expenses | 70 | 70 |
Segment operating income/(loss) | (1) | 18 |
Other items to reconcile segment operating income (loss) to net income/(loss): | ||
Other income / (expense) | (2) | (1) |
Income tax expense | ||
Net income/(loss) | (3) | 17 |
Professional Services Segment [Member] | Service [Member] | ||
Revenues: | ||
Total revenues | ||
Costs of revenues: | ||
Total costs of revenues | ||
Professional Services Segment [Member] | Product [Member] | ||
Revenues: | ||
Total revenues | ||
Costs of revenues: | ||
Total costs of revenues | ||
Professional Services Segment [Member] | Professional Services [Member] | ||
Revenues: | ||
Total revenues | 415 | 490 |
Costs of revenues: | ||
Total costs of revenues | 304 | 360 |
Eliminations and Other [Member] | ||
Assets: | ||
Goodwill | ||
All other assets, net | 8,770 | 4,568 |
Total assets | 8,770 | 4,568 |
Revenues: | ||
Total revenues | ||
Costs of revenues: | ||
Total costs of revenues | ||
Gross profit | ||
Depreciation & amortization | ||
Other operating expenses | ||
Segment operating income/(loss) | ||
Other items to reconcile segment operating income (loss) to net income/(loss): | ||
Other income / (expense) | ||
Income tax expense | (87) | (90) |
Net income/(loss) | (87) | (90) |
Eliminations and Other [Member] | Service [Member] | ||
Revenues: | ||
Total revenues | ||
Costs of revenues: | ||
Total costs of revenues | ||
Eliminations and Other [Member] | Product [Member] | ||
Revenues: | ||
Total revenues | ||
Costs of revenues: | ||
Total costs of revenues | ||
Eliminations and Other [Member] | Professional Services [Member] | ||
Revenues: | ||
Total revenues | ||
Costs of revenues: | ||
Total costs of revenues |
Schedule of Supplemental Cash_2
Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash paid during the year: | ||
Interest expense | ||
Income taxes | $ 3 |