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Where Food Comes From, Inc.

For the period ended Sep 30, 2025. Filed Nov 13, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 13, 2025

WFCF$15.32-1.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-07.

0001641172-25-022556

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-13.

0001493152-25-022201

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 55 previous paragraphs and 56 current paragraphs.

35 unchanged; 18 reworded; 3 added; 2 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (3)

Current report

Costs of products for each of the three months ended September 30, 2025 and 2024 were approximately $0.8 million, respectively. Costs of products for the nine months ended September 30, 2025 and 2024 were approximately $1.8 million and $1.7 million, respectively. We continue to experience inflationary price increases passed on to us by our manufacturers, while simultaneously, dealing with market conditions that foster a competitive environment for selling cattle ear tags.

Current report

For the three months ended September 30, 2025 and 2024, the Company received dividend income from Progressive Beef of $50,000, representing a distribution of their earnings. For the nine months ended September 30, 2025 and 2024, the Company received dividend income from Progressive Beef of $100,000 and $150,000, respectively, representing a distribution of their earnings.

Current report

On July 22, 2025, the Company entered into a Redemption and Purchase Agreement (the “Agreement”) with Progressive Beef, LLC and BHS, LLC (the “Buyer”). Pursuant to the Agreement, the Buyer redeemed the 10% membership interests in Progressive Beef owned by the Company effective as of June 30, 2025, in exchange for approximately $1.8 million cash and the Buyer’s surrender of 12,585 shares of the Company’s common stock. The transaction resulted in approximately $0.9 million gain on the sale of our investment recorded in the Other Income/Expense section of the Consolidated Statement of Operations for the three months ended September 30, 2025.
Removed paragraphs (2)

Previous report

Costs of products for the three and six months ended June 30, 2025 were approximately $0.6 million and $1.0 million, respectively, compared to $0.5 million and $0.9 million, respectively, for the same periods in 2024. The increase is primarily due to inflationary increases in the costs of products shipped.

Previous report

For the three and six months ended June 30, 2025 and 2024, the Company received $50,000 and $100,000, respectively, of dividend income from Progressive Beef.
Reworded paragraphs (18)

Previous wording

Through SureHarvest Services LLC (“SureHarvest”) and Postelsia Holdings, Ltd. (“Postelsia”), we primarily provide a wide range of professional services that support our verification activities and generate incremental revenue specific to the food and agricultural industry.

Current wording

We also primarily provide a wide range of professional services that support our verification activities and generate incremental revenue specific to the food and agricultural industry.

Previous wording

We believe that sound corporate governance is critical to helping us achieve our goals, including with respect to ESG. We continue to evolve a governance framework that exercises appropriate oversight of responsibilities at all levels throughout the company and manages its affairs consistent with high principles of business ethics. Our internal ESG Council is made up of leaders from across our company, and regularly presents to our Executive Team, which oversees our ESG impacts, initiatives, and priorities.

Current wording

We believe that sound corporate governance is critical to helping us achieve our goals, including with respect to ESG. We continue to evolve a governance framework that exercises appropriate oversight of responsibilities at all levels throughout the company and manages its affairs consistent with high principles of business ethics. Our internal ESG Council is made up of leaders from across our company, and regularly works with our Executive Team, which oversees our ESG impacts, initiatives, and priorities.

Previous wording

Our greatest asset is our people, and we continue to attract the best and brightest with our competitive pay and benefits package. As of June 30, 2025, we had 104 total employees, of which 90 were full-time employees. Approximately 84% of our workforce is comprised of female and other minority employees.

Current wording

Our greatest asset is our people, and we continue to attract the best and brightest with our competitive pay and benefits package. As of September 30, 2025, we had 101 total employees, of which 91 were full-time employees. Approximately 84% of our workforce is comprised of female and other minority employees.

Previous wording

At June 30, 2025, we had cash and cash equivalents of approximately $3.2 million compared to approximately $2.0 million at December 31, 2024. Our working capital at June 30, 2025 and December 31, 2024 was approximately $2.6 million and $2.4 million, respectively.

Current wording

At September 30, 2025, we had cash and cash equivalents of approximately $4.8 million compared to approximately $2.0 million at December 31, 2024. Our working capital at September 30, 2025 and December 31, 2024 was approximately $4.0 million and $2.4 million, respectively.

Previous wording

Net cash provided by operating activities for the six months ended June 30, 2025 was approximately $1.8 million compared to $1.9 million during the same period in 2024. Net cash provided by operating activities is driven by our net income and adjusted by non-cash items. Non-cash adjustments primarily include depreciation, amortization of intangible assets, fair market value gains and losses on digital assets, stock-based compensation expense, and deferred taxes. Fluctuations are primarily due to operating performance offset by the timing of cash receipts and cash disbursements. The cash provided by operating activities for the period ending June 30, 2025 decreased compared to the same period in 2024 primarily due to a slight decrease in operating performance.

Current wording

Net cash provided by operating activities for the nine months ended September 30, 2025 was approximately $2.3 million compared to $2.8 million during the same period in 2024. Net cash provided by operating activities is driven by our net income and adjusted by non-cash items. Non-cash adjustments primarily include depreciation, amortization of intangible assets, fair market value gains and losses on digital assets, stock-based compensation expense, and deferred taxes. Fluctuations are primarily due to operating performance offset by the timing of cash receipts and cash disbursements. The cash provided by operating activities for the period ending September 30, 2025 decreased compared to the same period in 2024 primarily due to absorption of increasing costs of services over a slight reduction in revenue.

Previous wording

Net cash used in investing activities for the six months ended June 30, 2025 was approximately $63,000 compared to $91,000 in the 2024 period. Net cash used in the period ending June 30, 2025 and 2024 was for purchases of equipment and software development costs.

Current wording

Net cash provided by investing activities for the nine months ended September 30, 2025 was approximately $1.7 million compared to cash used in investing activities of $0.1 million in the 2024 period. Net cash provided in the period ending September 30, 2025 was primarily from sale of the Company’s equity investment in Progressive Beef.

Previous wording

Net cash used in financing activities for the six months ended June 30, 2025 and 2024 was approximately $0.6 million and $1.8 million, respectively. Cash used for the period ending June 30, 2025, was primarily due to the repurchase of common shares under the Stock Buyback Plan. Cash used for the period ending June 30, 2024, was primarily due to the private purchase of stock and the repurchase of common shares under the Stock Buyback Plan.

Current wording

Net cash used in financing activities for the nine months ended September 30, 2025 and 2024 was approximately $1.3 million and $2.5 million, respectively. Cash used for the period ending September 30, 2025, was primarily due to the repurchase of common shares under the Stock Buyback Plan. Cash used for the period ending September 30, 2024, was primarily due to the private purchase of stock and the repurchase of common shares under the Stock Buyback Plan.

Previous wording

The primary driver of our operating cash flow is our third-party verification solutions, specifically the gross margin generated from services provided. Therefore, we focus on the elements of those operations, including revenue growth, gross margin and long-term projects that ensure a steady stream of operating profits to enable us to meet our cash obligations. On a weekly basis, we review the performance of each of our revenue streams focusing on third-party verification solutions compared with prior periods and our operating plan. We believe that our various sources of capital, including cash flow from operating activities, overall improvement in our performance, and our ability to obtain additional financing, are adequate to finance current operations. We are not aware of any other event or trend that would negatively affect our liquidity. In the event such a trend develops, we believe that there are sufficient financing avenues available to us and from our internal cash-generating capabilities to adequately manage our ongoing business.

Current wording

The primary driver of our operating cash flow is our third-party verification solutions, specifically the gross margin generated from services provided. Therefore, we focus on the elements of those operations, including revenue growth, gross margin and long-term projects that ensure a steady stream of operating profits to enable us to meet our cash obligations. On a weekly basis, we review the performance of each of our revenue streams focusing on third-party verification solutions compared with prior periods and our operating plan. We believe that our various sources of capital, including cash flow from operating activities, and our ability to obtain additional financing, are adequate to finance current operations. We are not aware of any other event or trend that would negatively affect our liquidity. In the event such a trend develops, we believe that there are sufficient financing avenues available to us and from our internal cash-generating capabilities to adequately manage our ongoing business.

Previous wording

Three and six months ended June 30, 2025 compared to the same period in fiscal year 2024

Current wording

Three and nine months ended September 30, 2025 compared to the same period in fiscal year 2024

Previous wording

Verification and certification service revenues consist of fees charged for verification audits and other verification and certification related services that the Company performs for customers. Fees earned from our WFCF labeling program are also included in our verification and certification revenues as it represents a value-added extension of our source verification. We are recognized and utilized by numerous standard-setting bodies as an accredited verification or certification service provider. We enable food producers and brands to make certain claims on live animals or packaged food products by verifying that they are meeting the standards or guidelines associated with the claim(s) they are making. Verification and certification service revenue for the three months ended June 30, 2025 increased marginally compared with the same period in 2024, while the six month period decreased $0.2 million compared to the same period in 2024. While we continue to experience new customer growth and bundling opportunities, these increases have been negatively impacted by revenue tied directly to price per head of cattle and delayed timing of poultry audits in which facilities have been impacted by Avian Influenza. We believe we are still at a low point of a contraction phase within the cattle cycle. How long we will continue to contract will be directly impacted by drought and pasture conditions.

Current wording

Verification and certification service revenues consist of fees charged for verification audits and other verification and certification related services that the Company performs for customers. Fees earned from our WFCF labeling program are also included in our verification and certification revenues as it represents a value-added extension of our source verification. We are recognized and utilized by numerous standard-setting bodies as an accredited verification or certification service provider. We enable food producers and brands to make certain claims on live animals or packaged food products by verifying that they are meeting the standards or guidelines associated with the claim(s) they are making. Verification and certification service revenue for the three months ended September 30, 2025 increased $0.1 million compared with the same period in 2024, while the nine month period decreased $0.1 million compared to the same period in 2024. We continue to experience new customer growth and bundling opportunities, while also seeing the negative impacts of revenue tied directly to price per head of cattle. We believe we are a low point of a contraction phase within the cattle cycle. However, rebuilding of the herd is impacted by many factors including drought conditions in different regions, the price of inputs and interest rates. The premiums for verified cattle remain strong in the marketplace above commodity cattle prices in spite of significant pressure on beef packer margins. Verified product attributes like animal care, sustainability and natural continued to be demanded and our programs allow supply chains to meet this growing customer demand.

Previous wording

Our product sales are an ancillary part of our verification and certification services and represent sales of cattle identification ear tags. Product sales for the three and six months ended June 30, 2025 increased 17.7% and 7.3%, respectively, compared to the same periods in 2024.

Current wording

Our product sales are an ancillary part of our verification and certification services and represent sales of cattle identification ear tags. Product sales for the three and nine months ended September 30, 2025 decreased 9.6% and 0.5%, respectively, compared to the same periods in 2024.

Previous wording

Professional services revenue includes a wide range of professional consulting, data analysis, reporting and technology solutions that support our verification business and generate incremental revenue specific to the food and agricultural industry. Our professional services revenue stream is predominantly project based and not recurring in nature. Professional services revenue for the three and six months ended June 30, 2025 decreased $58,000 and $84,000, respectively, compared to the same periods in 2024.

Current wording

Professional services revenue includes a wide range of professional consulting, data analysis, reporting and technology solutions that support our verification business and generate incremental revenue specific to the food and agricultural industry. Our professional services revenue stream is predominantly project based and not recurring in nature. Professional services revenue for the three and nine months ended September 30, 2025 decreased $35,000 and $0.1 million, respectively, compared to the same periods in 2024.

Previous wording

Costs of verification and certification services for the three and six months ended June 30, 2025 were approximately $3.3 million and $5.7 million, respectively, compared to $3.0 million and $5.5 million, respectively, for the same periods in 2024. Gross margin for the three months ended June 30, 2025 and 2024 was 38.4% and 42.3%, respectively, while the gross margin for the six months ended June 30, 2025 and 2024 was 40.3% and 42.8%, respectively. Our costs of verification and certification services are generally impacted by various costs such as salaries and benefits, insurance and taxes. The percentage increase is primarily due to increases in compensation related costs due to a tight labor market.

Current wording

Costs of verification and certification services for the three and nine months ended September 30, 2025 were approximately $3.3 million and $9.0 million, respectively, compared to $3.3 million and $8.8 million, respectively, for the same periods in 2024. Gross margin for the three months ended September 30, 2025 and 2024 was 39.7% and 40.1%, respectively, while the gross margin for the nine months ended September 30, 2025 and 2024 was 40.1% and 41.8%, respectively. Our costs of verification and certification services have increased due to increases in salaries and benefits, insurance and taxes.

Previous wording

Costs of our professional services revenue for the three and six months ended June 30, 2025 and 2024 were approximately $0.2 million and $0.5 million, respectively.

Current wording

Costs of our professional services revenue for each the three months and nine months ended September 30, 2025 and 2024 were approximately $0.2 million and $0.7 million, respectively.

Previous wording

Other operating expenses for the three and six months ended June 30, 2025 were approximately $1.8 million and $3.6 million, respectively, compared to $1.9 million and $3.8 million, respectively, for the same periods in 2024. Our most significant operating expense includes salaries and benefits. The increase in the 2025 period is due to a tight labor market, offset by savings in marketing and tradeshow costs. Some of the savings are due to timing, while some are due to a very disciplined approach in our marketing process. Depreciation and amortization expense for the three and six months ended June 30, 2025 and 2024 were approximately $0.2 million and $0.3 million, respectively.

Current wording

Other operating expenses for each of the three months ended September 30, 2025 and 2024 were approximately $2.0 million, respectively. Other operating expenses for the nine months ended September 30, 2025 and 2024 were approximately $5.6 million and $5.8 million, respectively. Our most significant operating expense includes salaries and benefits. The decrease in the 2025 period is due to savings in marketing and tradeshow costs, offset by increases in salaries and benefits. Some of the savings are due to timing, while some are due to a very disciplined approach in our marketing process. Depreciation and amortization expense for the three and nine months ended September 30, 2025 and 2024 were approximately $0.1 million and $0.5 million, respectively.

Previous wording

The Company measures the digital assets at fair value with changes recognized in the Consolidated Statements of Income for each reporting period. For the three and six months ended June 30, 2025, the Company recorded an unrealized gain of approximately $0.2 million and $0.1 million, respectively.

Current wording

The Company measures the digital assets at fair value with changes recognized in the Consolidated Statements of Income for each reporting period. For the three and nine months ended September 30, 2025, the Company recorded an unrealized gain of approximately $48,000 and $144,000, respectively.

Previous wording

The provision for income taxes is recorded at the end of each interim period based on the Company’s best estimate of its effective income tax rate expected to be applicable for the full fiscal year. For the three and six months ended June 30, 2025, we recorded income tax expense of approximately $0.2 million for both periods, compared to income tax expense of $0.2 million and $0.3 million, respectively for the same period in 2024.

Current wording

The provision 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 September 30, 2025 and 2024 we recorded an income tax expense of approximately $0.5 million and $0.2 million, respectively. For the nine months ended September 30, 2025 and 2024 we recorded an income tax expense of approximately $0.7 million and $0.5 million, respectively.

Previous wording

As a result of the foregoing, net income attributable to WFCF shareholders for the three and six months ended June 30, 2025 was approximately $0.6 million and $0.11 per basic and diluted common share, for both periods, compared to net income of approximately $0.5 million and $0.7 million and $0.09 and $0.12 per basic and diluted common share for the same periods in 2024.

Current wording

As a result of the foregoing, net income attributable to WFCF shareholders for the three months ended September 30, 2025 was approximately $1.1 million and $0.22 per basic and diluted common share, compared to net income of approximately $0.5 million and $0.09 per basic and diluted common share for the same period in 2024. Net income attributable to WFCF shareholders for the nine months ended September 30, 2025 was approximately $1.7 million and $0.34 per basic and diluted common share, compared to net income of approximately $1.2 million and $0.22 per basic share and $0.21 per diluted common share for the same period in 2024.