UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended September 30, 2025

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to _____________

Commission File No. 001-40314

WHERE FOOD COMES FROM, INC.

(exact name of registrant as specified in its charter)

Colorado

43-1802805

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

202 6^th Street, Suite 400

Castle Rock, CO 80104

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:

(303) 895-3002

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a small reporting company. See definitions of “large accelerated filer” and “accelerated filer” and “smaller reporting entity” in Rule 12b-2 of the Exchange Act.

Large accelerated filer:	☐	Accelerated filer:	☐
Non-accelerated filer:	☐	Smaller reporting company:	☒
Emerging growth company	☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

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

The number of shares of the registrant’s common stock, $0.001 par value per share, outstanding as of November 3, 2025, was 5,111,945.

Where Food Comes From, Inc.

Table of Contents

September 30, 2025

Part 1 - Financial Information

Item 1.	Financial Statements	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 4.	Controls and Procedures	23

Part II - Other Information

Item 1.	Legal Proceedings	24

Item 1A.	Risk Factors	24

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24

Item 6.	Exhibits	25

Where Food Comes From, Inc.

Consolidated Balance Sheets

	September 30,			December 31,
(Amounts in thousands, except per share amounts)	2025			2024
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	4,759		$	2,012
Accounts receivable, net of allowance		2,370			1,826
Inventory		894			1,002
Prepaid expenses and other current assets		507			705
Total current assets		8,530			5,545
Property and equipment, net		688			737
Right-of-use assets, net		1,937			2,067
Equity investments		200			1,191
Intangible and other assets, net		1,516			1,810
Digital assets		798			654
Goodwill, net		2,946			2,946
Deferred tax assets, net		239			356
Total assets	$	16,854		$	15,306

Liabilities and Equity
Current liabilities:
Accounts payable	$	739		$	468
Accrued expenses and other current liabilities		1,398			611
Deferred revenue		2,028			1,748
Current portion of finance lease obligations		13			15
Current portion of operating lease obligations		362			337
Total current liabilities		4,540			3,179
Finance lease obligations, net of current portion		16			25
Operating lease obligation, net of current portion		1,999			2,169
Total liabilities		6,555			5,373

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; 5,209 (2025) and 6,449 (2024) shares issued, and 5,124 (2025) and 5,242 (2024) shares outstanding		5			7
Additional paid-in-capital		-			11,381
Treasury stock of 85 (2025) and 1,206 (2024) shares		(969	)		(13,462	)
Retained earnings		11,263			12,007
Total equity		10,299			9,933
Total liabilities and stockholders’ equity	$	16,854		$	15,306

The accompanying notes are an integral part of these consolidated financial statements.

Where Food Comes From, Inc.

Consolidated Statements of Operations

(Unaudited)

(Amounts in thousands, except per share amounts)	2025		2024
	Three months ended September 30,
(Amounts in thousands, except per share amounts)	2025		2024
Revenues:
Verification and certification service revenue	$	5,556	$	5,486
Product sales		1,202		1,329
Professional services		257		292
Total revenues		7,015		7,107
Costs of revenues:
Costs of verification and certification services		3,348		3,288
Costs of products		781		841
Costs of professional services		200		204
Total costs of revenues		4,329		4,333
Gross profit		2,686		2,774
Selling, general and administrative expenses		2,111		2,166
Income from operations		575		608
Other income/(expense):
Dividend income		50		50
Interest income		7		15
Gain on sale of assets		946		1
Fair market value gain on digital assets		48		-
Loss on foreign currency exchange		-		-
Interest expense		-		(1	)
Income before income taxes		1,626		673
Income tax expense		480		181
Net income	$	1,146	$	492

Per share - net income:
Basic	$	0.22	$	0.09
Diluted	$	0.22	$	0.09

Weighted average number of common shares outstanding:
Basic		5,284		5,342
Diluted		5,297		5,357

The accompanying notes are an integral part of these consolidated financial statements.

Where Food Comes From, Inc.

Consolidated Statements of Operations

(Unaudited)

(Amounts in thousands, except per share amounts)	2025			2024
	Nine months ended September 30,
(Amounts in thousands, except per share amounts)	2025			2024
Revenues:
Verification and certification service revenue	$	15,070		$	15,172
Product sales		2,868			2,881
Professional services		912			1,031
Total revenues		18,850			19,084
Costs of revenues:
Costs of verification and certification services		9,025			8,831
Costs of products		1,826			1,744
Costs of professional services		658			748
Total costs of revenues		11,509			11,323
Gross profit		7,341			7,761
Selling, general and administrative expenses		6,075			6,309
Income from operations		1,266			1,452
Other income/(expense):
Dividend income		100			150
Interest income		16			29
Gain on sale of assets		946			1
Fair market value gain on digital assets		144			-
Loss on foreign currency exchange		(3	)		(4	)
Interest expense		(2	)		(3	)
Income before income taxes		2,467			1,625
Income tax expense		728			466
Net income	$	1,739		$	1,159

Per share - net income:
Basic	$	0.34		$	0.22
Diluted	$	0.34		$	0.21

Weighted average number of common shares outstanding:
Basic		5,124			5,398
Diluted		5,137			5,415

The accompanying notes are an integral part of these consolidated financial statements.

Where Food Comes From, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

(Amounts in thousands)	2025			2024
	Nine months ended September 30,
(Amounts in thousands)	2025			2024

Operating activities:
Net income	$	1,739		$	1,159
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		481			467
Fair market value gain on digital assets		(144	)		-
Rounding adjustment on treasury stock		(1	)		-
Gain on sale of assets		(946	)		(1	)
Stock-based compensation expense		-			11
Deferred tax benefit		113			12
Bad debt expense		57			52
Changes in operating assets and liabilities:
Accounts receivable		(601	)		(158	)
Inventory		108			20
Prepaid expenses and other assets		196			(958	)
Accounts payable		271			306
Accrued expenses and other current liabilities		787			1,227
Deferred revenue		280			661
Right of use assets and liabilities, net		(26	)		(18	)
Net cash provided by operating activities		2,314			2,780

Investing activities:
Proceeds from sale of intangible assets		-			11
Proceeds from sale of equity investment in Progressive Beef		1,837			-
Purchases of property, equipment and software development costs		(121	)		(130	)
Net cash provided by / (used in) investing activities		1,716			(119	)

Financing activities:
Repayments of finance lease obligations		(11	)		(10	)
Proceeds from stock option exercise		80			84
Private purchase of common shares		-			(1,027	)
Stock repurchase under Stock Buyback Plan		(1,352	)		(1,592	)
Net cash used in financing activities		(1,283	)		(2,545	)
Net change in cash		2,747			116
Cash at beginning of period		2,012			2,641
Cash at end of period	$	4,759		$	2,757

The accompanying notes are an integral part of these consolidated financial statements.

Where Food Comes From, Inc.

Consolidated Statement of Equity

(Unaudited)

(Amounts in thousands)	Shares			Amount			Capital			Stock			Earnings			Total
							Additional
	Common Stock						Paid-in			Treasury			Retained
(Amounts in thousands)	Shares			Amount			Capital			Stock			Earnings			Total

Balance at December 31, 2024		5,242		$	7		$	11,381		$	(13,462	)	$	12,007		$	9,933
Stock-based compensation expense
Stock option exercised		1			-			10			-			-			10
Private purchase of common shares
Private purchase of common shares, shares
Repurchase of common shares under Stock Buyback Plan		(31	)		-			-			(383	)		-			(383	)
Net income		-			-			-			-			31			31
Balance at March 31, 2025		5,212		$	7		$	11,391		$	(13,845	)	$	12,038		$	9,591

Stock option exercised		9			-			70			-			-			70
Repurchase of common shares under Stock Buyback Plan		(24	)		-			-			(251	)		-			(251	)
Retirement of Treasury Shares		-			(1	)		(11,401	)		13,845			(2,443	)		-
Rounding adjustment					(1	)											(1	)
Net income		-			-			-			-			562			562
Balance at June 30, 2025		5,197		$	5		$	60		$	(251	)	$	10,157		$	9,971

Repurchase of common shares under Stock Buyback Plan		(61	)		-			-			(718	)		-			(718	)
Retirement of Shares from Progressive Beef Agreement		(12	)		-			(60	)		-			(40	)		(100	)
Net income		-			-			-			-			1,146			1,146
Balance at September 30, 2025		5,124		$	5		$	-		$	(969	)	$	11,263		$	10,299

The accompanying notes are an integral part of these consolidated financial statements.

Where Food Comes From, Inc.

Consolidated Statement of Equity

(Unaudited)

						Additional
	Common Stock					Paid-in			Treasury			Retained
(Amounts in thousands)	Shares			Amount		Capital			Stock			Earnings		Total

Balance at December 31, 2023		5,503		$	7	$	12,290		$	(11,219	)	$	9,741	$	10,819
Stock-based compensation expense		-			-		11			-			-		11
Stock option exercised		8			-		64			-			-		64
Private purchase of common shares		(80	)		-		(1,027	)		-			-		(1,027	)
Repurchase of common shares under Stock Buyback Plan		(36	)		-

SEC Form 10-Q filed by Where Food Comes From Inc.