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Commitments and Contingencies

12 Months Ended

Dec. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

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 is being leased from The Move, LLC in which our CEO and President, each a related party to the Company, have a 24.3% jointly-held ownership interest. The lease agreement has an initial term of five years plus two renewal periods, which the Company is more likely than not to renew. Total rental payments are approximately $39,400 per month as of December 31, 2019. The rental payments include common area charges and are subject to annual increases over the term of the lease.

Prior to 2018, the Company recorded leasehold improvements of approximately $425,000, which included approximately $163,000 in lease incentives. During the year ended December 31, 2018, the Company has recorded an additional $370,500 in leasehold improvements in connection with the August 2017 amended lease agreement, which included approximately $230,200 in lease incentives to build out the new additional square footage. 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 extended for an additional 3 years, terminating on August 31, 2022. Rental payments are approximately $3,000 per month, which includes common area charges, and are not subject to annual increases over the term of the lease.

The Company also owns approximately ¾ acre on which a 2,300-square foot building is located in Medina, North Dakota. Until January 12, 2018, the Company leased space in this building under a five-year lease with an expiration date of March 1, 2018. Under the lease, the Company was charged a monthly rental rate of approximately $150 plus all insurance, taxes and other costs based on actual expenses to maintain the building. On January 12, 2018, the Company purchased the 2,300-square foot building and terminated the lease. The purchase price of approximately $135,600 was funded by cash on hand.

In connection with our acquisition of SureHarvest, we added two locations in California: Soquel and Modesto. Our office space in Soquel expired on November 30, 2018 and was extended until February 28, 2019. It required rental payments of approximately $2,700 per month. The monthly rental payments for our leased space in Modesto was approximately $600 and the lease agreement was month-to-month. We ceased using the Modesto location in July 2018.

In connection with our acquisition of JVF, we added one additional location in Pleasanton, California. The lease expired November 30, 2018. Rental payments were approximately $2,200 per month.

In December 2018, we entered into a new lease agreement and relocated our offices in Soquel, Modesto and Pleasanton, California to San Ramon, California. The lease is for a period of sixty-six months and expires on May 1, 2024. Rental payments are approximately $5,900 per month as of December 31, 2019, which includes common area charges, and are 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 the years ended December 31, 2019 and 2018, we made aggregate matching contributions of approximately $168,700 and $174,700, respectively.

Contingently Redeemable Non-Controlling Interest

On December 28, 2016, we entered into an Asset Purchase Agreement (the “SureHarvest Purchase Agreement”), by and among the Company, SureHarvest Services LLC (the “Buyer” or “SureHarvest”); and SureHarvest, Inc., a California corporation (the “Seller”). We purchased the business assets of the Seller for total consideration of approximately $2.66 million, comprised of approximately $1,122,000 in cash and 850,852 shares of common stock of WFCF valued at approximately $1,534,900. Additionally, we issued the Seller a 40% membership interest in SureHarvest, with the Company holding a 60% interest.

Because SureHarvest, Inc. at its option, could require the Company to purchase its 40% interest in SureHarvest, the SureHarvest non-controlling interest met the definition of a contingently redeemable non-controlling interest. Redeemable non-controlling interests are presented at the greater of their carrying amount or redemption value at the end of each reporting period and are shown as a separate caption between liabilities and equity (mezzanine section) in the accompanying consolidated balance sheet.

On December 17, 2019 the Company exercised its option to acquire the remaining 40% membership interest in SureHarvest for $1,000,000 in cash and 303,951 shares of common stock of WFCF valued at approximately $547,000 based on the closing price of our stock on December 17, 2019 of $1.80 per share. Accordingly, the redeemable non-controlling interest is presented as zero at December 31, 2019.

The table below reflects the activity of the contingently redeemable non-controlling interest:

Balance, January 1, 2018	$	1,574,765
Net loss attributable to non-controlling interest in SureHarvest for the year to date period ended December 31, 2018		(125,758	)
Balance, December 31, 2018	$	1,449,007
Net loss attributable to non-controlling interest in SureHarvest for the year to date period ended December 17, 2019		(322,195	)
Acquisition of non-controlling interest in SureHarvest on December 17, 2019
Cash paid		(1,000,000	)
Fair market value of stock		(547,112	)
Adjustment to additional paid-in capital		420,300
Balance, December 31, 2019	$	—