Note 15 – Commitments and Contingencies

 

Operating Leases & Lease Incentive Obligation

 

The Company leases approximately 15,700 square feet of office space for its corporate headquarters. This space was being leased from The Move, LLC in which our CEO and President, each a related party to the Company, had a 24.3% jointly-held ownership interest. The lease agreement had an initial term of five years plus two renewal periods. The Company renegotiated the lease in November 2025 for an additional seventeen (17) month period, with the lease terminating December 31, 2027. Total rental payments are approximately $48,746 per month as of December 31, 2025. The rental payments include common area charges and are subject to annual increases over the term of the lease. In December 2025, The Move, LLC closed on the sale of 100% of its ownership interest in the office space to an unrelated party.

 

 

Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

 

The Company has recorded leasehold improvements of approximately $0.8 million, which included approximately $0.4 million in lease incentives. Leasehold improvements are included in property and equipment on the consolidated balance sheets. Lease incentives have been included in calculating the lease liability recorded on the balance sheet.

 

In September 2017, the Company entered into a new lease agreement for our Urbandale, Iowa office space. The lease was for a period of two years and expired on August 31, 2019. This lease was amended for a five (5) year renewal period, with the current extension terminating on August 31, 2030. Rental payments are approximately $3,721 per month as of December 31, 2025, which includes common area charges, and are not subject to annual increases over the term of the lease.

 

In December 2018, the Company entered into a lease agreement in San Ramon, California for SureHarvest office space. The lease was for a period of sixty-six months and expired on March 1, 2024. In February 2024, the Company entered into a new lease agreement in Danville, CA for a period of thirty-one (31) months, expiring September 30, 2026, with one option to extend the lease for another twenty-four (24) months. Rental payments are approximately $2,904 per month as of December 31, 2025, which includes common area charges, and are subject to annual increases over the term of the lease.

 

In December 2021, the Company entered into a lease agreement for the Medina, North Dakota office space. The lease is for sixty-one (61) months and expires on December 31, 2026. Rental payments are approximately $1,000 per month as of December 31, 2025, which includes common area charges, and are not subject to annual increases over the term of the lease.

 

See Note 9 of our Consolidated Financial Statements for a detailed description of maturities of lease liabilities related to our leases.

 

Legal Proceedings

 

From time to time, we may become involved in various legal actions, administrative proceedings and claims in the ordinary course of business. We generally record losses for claims in excess of the limits of purchased insurance in earnings at the time and to the extent they are probable and estimable.

 

Employee Benefit Plan

 

The Company has established a 401(k) plan for the benefit of our employees. The plan covers substantially all of our employees who have attained age 21. We may make a discretionary matching contribution in an amount that is determined by our Board of Directors. If a matching contribution is made, the amount cannot exceed the elective deferral contributions. For each of the years ended December 31, 2025 and 2024, we made aggregate matching contributions of approximately $0.3 million.

 

 

Where Food Comes From, Inc.

Notes to the Consolidated Financial Statements

 

Historical Timeline

Fiscal YearFiled
2025Feb 26, 2026Showing above
2024Feb 20, 2025
2023Feb 15, 2024
2022Feb 23, 2023
2021Feb 28, 2022
2020Feb 18, 2021
2019Mar 5, 2020
2018Mar 29, 2019
2017Apr 2, 2018
2016Feb 28, 2017
2015Feb 16, 2016

About Commitments Disclosures

Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.

Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.