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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 14, 2026
WHERE
FOOD COMES FROM, INC.
(Exact
Name of Registrant as Specified in its Charter)
| Colorado |
|
001-40314 |
|
43-1802805 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
| 202
6th Street, Suite 400 |
|
|
| Castle
Rock, Colorado |
|
80104 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
(303)
895-3002
(Registrant’s
Telephone Number, Including Area Code)
Not
applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.001 par value |
|
WFCF |
|
The
NASDAQ Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item
2.02 |
Results
of Operations and Financial Condition |
Reference
is made to the Where Food Comes From, Inc. (the “Company”) press release on May 14, 2026 and conference call transcript,
attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated by reference herein (including, without limitation, the information
set forth in the cautionary statement contained in the press release and conference call transcript), relating to the Company’s
financial results for the three months ended March 31, 2026.
| Item
9.01 |
Financial
Statements and Exhibits |
| |
Exhibit
No. |
|
Description |
| |
99.1 |
|
Press Release issued and dated May 14, 2026 |
| |
99.2 |
|
Transcript for May 14, 2026 conference call |
| |
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
WHERE
FOOD COMES FROM, INC. |
| |
(Registrant) |
| |
|
|
| |
By: |
/s/
Dannette Henning |
| Date:
May 15, 2026 |
|
Dannette
Henning |
| |
|
Chief
Financial Officer |
Exhibit
99.1
Where
Food Comes From, Inc. Reports 2026 First Quarter Financial Results
First
Quarter Highlights – 2026 vs. 2025
| |
● |
Verification
and certification revenue increased to $4.4 million from $4.2 million |
| |
● |
Product
sales increased slightly to $713,000 from $702,000 |
| |
● |
Total
revenue increased to $5.4 million from $5.3 million |
| |
● |
Net
income of $92,000, or $0.02 per share, up from $31,000, or $0.01 per share |
|
● |
Company
bought back 24,469 shares of its common stock at a cost of $293,000 |
| |
● |
Total
buybacks since plan inception (including private purchases): 1,399,121 shares at a cost of approximately $15.5 million |
CASTLE
ROCK, Colo., May 14, 2026 (GLOBE NEWSWIRE) — Where Food Comes From, Inc. (WFCF) (Nasdaq: WFCF), the most trusted resource for independent,
third-party verification of food production practices in North America, today announced financial results for its first quarter ended
March 31, 2026.
“We
are pleased with our year-over-year revenue growth and return to profitability in the first quarter,” said John Saunders, CEO.
“Despite continued headwinds related to smaller herd sizes and tariffs, we are adding new customers for beef-related services and
making good progress with our new RaiseWell™ Certified program that Whole Foods Market adopted in the first quarter for its beef
supply. We will expand RaiseWell over time to support poultry, eggs, dairy, and pork production as well. We are also adding customers
for non-beef related services such as Upcycled Certified – our fastest growing service – and a variety of certifications
for other food categories. Based on growing consumer demand for more information and transparency in the food supply chain, we remain
bullish about future growth prospects and the overall trajectory of our industry.”
First
Quarter Results – 2026 vs. 2025
Total
revenue in the first quarter ended March 31, 2026, increased to $5.4 million from $5.3 million.
Revenue
mix included:
| |
● | Verification
and certification services revenue of $4.4 million vs. $4.2 million. |
| |
● | Product
revenue up slightly to $713,000 from $702,000. |
| |
● | Professional
services revenue declined to $228,000 from $389,000. |
Gross
margins were lower at 39% versus 42% year over year due to higher insurance and personnel costs. Selling, general and administrative
expense was 15% lower at $1.7 million compared to $2.1 million due to management’s decision to forego 2025 bonus compensation
following fourth quarter results.
Net
income in the first quarter was $92,000, or $0.02 per diluted share, vs. $31,000, or $0.01 per diluted share.
Cash provided by
operations in the first quarter was $523,000 vs. $632,000.
The
Company bought back 24,469 shares of its common stock during the first quarter at a cost of $293,000. Total buybacks since plan inception
(including private purchases) are 1,399,121 shares at a cost of approximately $15.5 million.
Management
will conduct a conference call today at 10:00 a.m. Mountain Time to discuss these financial results.
Dial-in
numbers for the conference call:
Domestic
Toll Free: 1-877-407-8289
International:
1-201-689-8341
Conference
Code: 13760621
Phone
replay:
A
telephone replay of the conference call will be available through May 28, 2026, as follows:
Domestic
Toll Free: 1-877-660-6853
International:
1-201-612-7415
Conference
Code: 13760621
About
Where Food Comes From, Inc.
Where
Food Comes From, Inc. is America’s trusted resource for third party verification of food production practices. Through proprietary
technology and patented business processes, the Company estimates that it supports more than 17,500 farmers, ranchers, vineyards, wineries,
processors, retailers, distributors, trade associations, consumer brands and restaurants with a wide variety of value-added services.
Where Food Comes From solutions are used to verify food claims, optimize production practices and enable food supply chains with analytics
and data driven insights. In addition, the Company’s Where Food Comes From® retail and restaurant labeling program uses web-based
customer education tools to connect consumers to the sources of the food they purchase, increasing meaningful consumer engagement for
our clients.
CAUTIONARY
STATEMENT
This
news release contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act
of 1995, based on current expectations, estimates and projections that are subject to risk. Forward-looking statements are inherently
uncertain, and actual events could differ materially from the Company’s predictions. Important factors that could cause actual
events to vary from predictions include those discussed in our SEC filings. Specifically, statements in this news release about industry
leadership, expectations for growth of the business and industry, and demand for, and impact and efficacy of, the Company’s products
and services on the marketplace are forward-looking statements that are subject to a variety of factors, including availability of capital,
personnel and other resources; competition; governmental regulation of the agricultural industry; the market for beef and other commodities;
and other factors. Financial results and the Company’s pace of stock buybacks are not necessarily indicative of future results.
Readers should not place undue reliance on these forward-looking statements. The Company assumes no obligation to update its forward-looking
statements to reflect new information or developments. For a more extensive discussion of the Company’s business, please refer
to the Company’s SEC filings at www.sec.gov.
Company
Contacts:
Jay
Pfeiffer
Director,
Investor Relations
303-880-9000
jpfeiffer@wherefoodcomesfrom.com
Where
Food Comes From, Inc.
Statements
of Income (Unaudited)
| | |
Three months ended March 31, | |
| (Amounts in thousands, except per share amounts) | |
2026 | | |
2025 | |
| Revenues: | |
| | | |
| | |
| Verification and certification service revenue | |
$ | 4,424 | | |
$ | 4,182 | |
| Product sales | |
| 713 | | |
| 702 | |
| Professional services | |
| 228 | | |
| 389 | |
| Total revenues | |
| 5,365 | | |
| 5,273 | |
| Costs of revenues: | |
| | | |
| | |
| Costs of verification and certification services | |
| 2,721 | | |
| 2,395 | |
| Costs of products | |
| 438 | | |
| 428 | |
| Costs of professional services | |
| 163 | | |
| 255 | |
| Total costs of revenues | |
| 3,322 | | |
| 3,078 | |
| Gross profit | |
| 2,043 | | |
| 2,195 | |
| Selling, general and administrative expenses | |
| 1,745 | | |
| 2,053 | |
| Income from operations | |
| 298 | | |
| 142 | |
| Other income/(expense): | |
| | | |
| | |
| Interest income | |
| 6 | | |
| 4 | |
| Fair market value loss on digital assets | |
| (135 | ) | |
| (76 | ) |
| Gain on sale of assets | |
| 17 | | |
| - | |
| Interest expense | |
| (1 | ) | |
| (1 | ) |
| Income before income taxes | |
| 185 | | |
| 69 | |
| Income tax expense | |
| 93 | | |
| 38 | |
| Net income | |
$ | 92 | | |
$ | 31 | |
| | |
| | | |
| | |
| Per share - net income: | |
| | | |
| | |
| Basic | |
$ | 0.02 | | |
$ | 0.01 | |
| Diluted | |
$ | 0.02 | | |
$ | 0.01 | |
| | |
| | | |
| | |
| Weighted average number of common shares outstanding: | |
| | | |
| | |
| Basic | |
| 5,057 | | |
| 5,212 | |
| Diluted | |
| 5,070 | | |
| 5,230 | |
Where
Food Comes From, Inc.
Balance
Sheets (Unaudited)
| | |
March 31, | | |
December 31, | |
| (Amounts in thousands, except per share amounts) | |
2026 | | |
2025 | |
| Assets | |
| | | |
| | |
| Current assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 3,281 | | |
$ | 3,200 | |
| Accounts receivable, net of allowance | |
| 2,056 | | |
| 1,678 | |
| Inventory | |
| 842 | | |
| 792 | |
| Prepaid expenses and other current assets | |
| 648 | | |
| 605 | |
| Total current assets | |
| 6,827 | | |
| 6,275 | |
| Property and equipment, net | |
| 739 | | |
| 648 | |
| Right-of-use assets, net | |
| 437 | | |
| 498 | |
| Equity investments | |
| 200 | | |
| 200 | |
| Intangible and other assets, net | |
| 1,332 | | |
| 1,420 | |
| Digital assets | |
| 478 | | |
| 613 | |
| Goodwill, net | |
| 2,946 | | |
| 2,946 | |
| Deferred tax assets, net | |
| 267 | | |
| 299 | |
| Total assets | |
$ | 13,226 | | |
$ | 12,899 | |
| | |
| | | |
| | |
| Liabilities and Equity | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 569 | | |
$ | 451 | |
| Accrued expenses and other current liabilities | |
| 1,088 | | |
| 655 | |
| Deferred revenue | |
| 1,532 | | |
| 1,545 | |
| Current portion of finance lease obligations | |
| 12 | | |
| 12 | |
| Current portion of operating lease obligations | |
| 422 | | |
| 422 | |
| Total current liabilities | |
| 3,623 | | |
| 3,085 | |
| Finance lease obligations, net of current portion | |
| 10 | | |
| 13 | |
| Operating lease obligation, net of current portion | |
| 393 | | |
| 496 | |
| Total liabilities | |
| 4,026 | | |
| 3,594 | |
| | |
| | | |
| | |
| Commitments and contingencies | |
| | | |
| | |
| | |
| | | |
| | |
| Equity: | |
| | | |
| | |
| Common stock | |
| 5 | | |
| 5 | |
| Additional paid-in-capital | |
| 119 | | |
| 23 | |
| Treasury stock | |
| (2,076 | ) | |
| (1,783 | ) |
| Retained earnings | |
| 11,152 | | |
| 11,060 | |
| Total equity | |
| 9,200 | | |
| 9,305 | |
| Total liabilities and stockholders’ equity | |
$ | 13,226 | | |
$ | 12,899 | |
Exhibit
99.2
Where
Food Comes From, Inc.
2026
First Quarter Conference Call
Call
date: Thursday May 14, 2026
Call
time: 10:00 a.m. Mountain Time
Jay
Pfeiffer – Investor Relations
Good
morning and welcome to the Where Food Comes From 2026 first quarter earnings call.
Joining
me on the call today are CEO John Saunders and Chief Financial Officer Dannette Henning.
During
this call we’ll make forward-looking statements based on current expectations, estimates and projections that are subject to risk.
Statements about financial performance, growth strategy, customers, business opportunities, market acceptance of our products and services,
and potential acquisitions are forward looking statements. Listeners should not place undue reliance on these statements as there are
many factors that could cause actual results to differ materially from our forward-looking statements. We encourage you to review our
publicly filed documents as well as our news releases and website for more information.
I’ll
now turn the call over to John Saunders.
John
Hello
and thanks for joining the call today.
This
morning, in our first quarter results news release, we were pleased to announce year-over-year revenue growth and a return to profitability.
Verification
and certification revenue increased 6% in the quarter to $4.4 million from $4.2 million while product sales edged up slightly to $713,000
from $702,000. Total revenue increased nearly 2% year over year to $5.4 million.
This
growth – which we achieved despite persistent headwinds around tariffs and herd shrinkage – was driven by steady new customer
wins based on increasing demand for a range of certifications we provide. And for all the talk of challenges on the beef side of things,
I’m happy to report that many of our new customers are for beef related services, with the balance coming onboard for a range of
non-beef related programs and certifications.
A
highlight on the beef side has been the RaiseWell program that we launched in the first quarter. RaiseWell offers brands, high-end retailers
and foodservice operators a great way to attract consumers seeking premium protein products that have been verified back to source of
origin as having been responsibly raised – meaning they have not administered antibiotics or added hormones and have complied with
rigorous animal care requirements throughout the life of the animal.
The
RaiseWell launch has gone very well thus far. We secured Whole Foods Market as the first major retailer to adopt the program for its
beef supply. And we are generating meaningful revenue right now. RaiseWell is equally suited to other proteins, including pork, bison,
lamb, poultry, eggs, and dairy.
In
terms of product sales, we are experiencing lower volumes in line with fewer head of cattle being put through the system and temporary
tag subsidies offered to ranchers. Despite that, our product revenue was slightly higher year over year, reflecting increased demand
for premium tags that offer more features that ranchers are looking for.
As
we mentioned last quarter, the cattle industry is going through an unusual period of disruption due to the confluence of many factors,
but with this disruption comes many opportunities. One of those is a potential opportunity to demonstrate our unique capabilities in
response to an animal disease outbreak.
As
you may know, the Mexican cattle industry is experiencing an outbreak of what is known as New World Screwworm. This outbreak has been
steadily moving north and now involves a couple of Mexican states bordering Texas. The USDA is working hard to prevent a cross-border
spread, but should such a spread occur, we are ideally positioned to help manage the response. Our IMI Global unit maintains the industry’s
most advanced animal traceability system. And, with our growing partnership with Cattle Trace – the producer-led, private industry
database – we can quickly deploy a system that enables contact tracing and allows animal health officials to identify livestock
and locations that may have been exposed to disease.
In
the meantime, we are seeing solid growth in a number of non-beef business lines.
Verifications
for pork, dairy and egg operations all extended their growth momentum in the first quarter. Certification activity for Organic, non-GMO,
Gluten Free, and Upcycled also showed gains. And again, we continue to leverage our extensive solutions portfolio to our advantage through
bundling incentives that save our customers time and money.
In
closing, we remain optimistic about our ability to profitably grow our business over the long term, and, accordingly, plan to continue
our stock repurchase program. We bought back 24,469 shares of our common stock during the first quarter at a cost of $293,000. Total
buybacks since plan inception (including private purchases) are 1,399,121 shares at a cost of approximately $15.5 million.
And
with that, I’ll thank you again for joining the call today and open the call to questions. Operator…
Question
and Answer Session:
Operator
This
concludes today’s conference. You may disconnect your lines at this time, and thank you for your participation.
