Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2020 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | GrowGeneration Corp. |
Entity Central Index Key | 0001604868 |
Amendment Flag | true |
Amendment Description | This Amendment No. 1 (this "Amendment") to the Registration Statement on Form S-1 (Registration No. 333-239058) (the "Registration Statement") is being filed solely for the purpose of filing exhibits of eXtensible Business Reporting Language (XBRL) information as indicated in Part II, Item 8 of this Amendment. Accordingly, this Amendment consists only of the facing page, this explanatory note, an updated Part II of the Registration Statement, the signature page to this Amendment and the filed exhibits. The preliminary prospectus included in the Registration Statement is unchanged and has been omitted from this Amendment. |
Document Type | S-1/A |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation State Country Code | CO |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | |||
Cash | $ 11,441,225 | $ 12,979,444 | $ 14,639,981 |
Accounts receivable (net of allowance for credit losses of $291,372) | 4,575,300 | 4,455,209 | 862,397 |
Inventory | 28,671,398 | 22,659,357 | 8,869,469 |
Prepaid expenses and other current assets | 4,240,843 | 2,549,559 | 606,037 |
Total current assets | 48,928,766 | 42,643,569 | 24,977,884 |
Property and equipment, net | 3,711,479 | 3,340,616 | 1,820,821 |
Operating leases right-of-use assets, net | 7,240,673 | 7,628,591 | |
Intangible assets, net | 564,671 | 233,280 | 114,155 |
Goodwill | 19,650,370 | 17,798,932 | 8,752,909 |
Other assets | 363,554 | 377,364 | 227,205 |
TOTAL ASSETS | 80,459,513 | 72,022,352 | 35,892,974 |
Current liabilities: | |||
Accounts payable | 9,147,215 | 6,024,750 | 1,819,411 |
Other accrued liabilities | 51,287 | 40,151 | |
Payroll and payroll tax liabilities | 1,779,035 | 1,072,142 | 410,345 |
Customer deposits | 3,554,469 | 2,503,785 | 516,038 |
Sales tax payable | 755,381 | 533,656 | 191,958 |
Current maturities of operating leases liability | 1,893,594 | 1,836,700 | |
Current maturities of long-term debt | 82,876 | 110,231 | 436,813 |
Total current liabilities | 17,263,857 | 12,081,264 | 3,414,716 |
Operating leases liability, net of current maturities | 5,484,090 | 5,807,266 | |
Long-term convertible debt, net of debt discount and debt issuance costs | 2,044,113 | ||
Long-term debt, net of current maturities | 230,820 | 242,079 | 375,626 |
Total liabilities | 22,978,767 | 18,130,609 | 5,834,455 |
Commitments and contingencies | |||
Stockholders' Equity: | |||
Common stock; $.001 par value; 100,000,000 shares authorized; 38,209,300 and 36,876,305 shares issued and outstanding, respectively | 38,209 | 36,876 | 27,949 |
Additional paid-in capital | 66,423,243 | 60,742,055 | 38,796,562 |
Accumulated deficit | (8,980,706) | (6,887,188) | (8,765,992) |
Total stockholders' equity | 57,480,746 | 53,891,743 | 30,058,519 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 80,459,513 | $ 72,022,352 | $ 35,892,974 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | |||
Accounts receivable, net of allowance for credit losses | $ 291,372 | $ 291,372 | $ 133,288 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 38,209,300 | 36,876,305 | 27,948,609 |
Common stock, shares outstanding | 38,209,300 | 36,876,305 | 27,948,609 |
Consolidated Statement of Opera
Consolidated Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||||
Sales | $ 32,981,506 | $ 13,087,222 | $ 79,733,568 | $ 29,000,730 |
Cost of sales | 24,035,257 | 9,400,591 | 57,171,721 | 22,556,172 |
Gross profit | 8,946,249 | 3,686,631 | 22,561,847 | 6,444,558 |
Operating expenses: | ||||
Store operations | 3,638,685 | 1,957,790 | 10,095,422 | 5,202,330 |
General and administrative | 1,152,577 | 493,096 | 3,172,019 | 1,603,421 |
Share based compensation | 4,115,068 | 80,278 | 2,490,535 | 1,895,219 |
Depreciation and amortization | 359,142 | 146,624 | 1,044,553 | 351,070 |
Salaries and related expenses | 1,797,760 | 659,332 | 3,619,197 | 1,648,166 |
Total operating expenses | 11,063,232 | 3,337,120 | 20,421,726 | 10,700,206 |
(Loss) income from operations | (2,116,983) | 349,511 | 2,140,121 | (4,255,648) |
Other income (expense): | ||||
Miscellaneous income (expense) | (4,545) | 115,875 | ||
Interest expense | (7,181) | (131,637) | (45,191) | (23,565) |
Interest income | 24,842 | 18,833 | 144,725 | 79,184 |
Amortization of debt discount | (356,306) | (989,601) | ||
Other income (loss) | 5,804 | (7,286) | ||
Total non-operating income (expense), net | 23,465 | (120,090) | (261,317) | (818,107) |
Net (loss) income | $ (2,093,518) | $ 229,421 | $ 1,878,804 | $ (5,073,755) |
Net (loss) income per shares, basic | $ (0.055) | $ 0.01 | $ 0.06 | $ (0.22) |
Net (loss) income per shares, diluted | $ (0.055) | $ 0.01 | $ 0.05 | $ (0.22) |
Weighted average shares outstanding, basic | 37,823,304 | 28,437,132 | 32,833,594 | 23,492,650 |
Weighted average shares outstanding, diluted | 37,823,304 | 34,263,302 | 39,228,696 | 23,492,650 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated (Deficit) | Total |
Balance at Dec. 31, 2017 | $ 16,846 | $ 11,254,212 | $ (3,692,237) | $ 7,578,821 |
Balance shares at Dec. 31, 2017 | 16,846,835 | |||
Sale of Common stock and warrants, net of fees | $ 3,333 | 9,956,544 | 9,959,877 | |
Sale of Common stock and warrants, net of fees, shares | 3,333,333 | |||
Warrants issued for services | 456,807 | 456,807 | ||
Stock option expense | 546,370 | 546,370 | ||
Common stock issued upon warrant exercise | $ 3,077 | 2,590,617 | 2,593,694 | |
Common stock issued upon warrant exercise, shares | 3,076,461 | |||
Common stock issued upon exercise of options | $ 995 | 320,706 | 321,701 | |
Common stock issued upon exercise of options, shares | 995,186 | |||
Common stock issued in connection with business combinations | $ 1,550 | 5,303,600 | 5,305,150 | |
Common stock issued in connection with business combinations, shares | 1,550,000 | |||
Common stock issued upon conversion of convertible debt | $ 2,014 | 3,619,917 | 3,621,931 | |
Common stock issued upon conversion of convertible debt, shares | 2,013,294 | |||
Warrants issued with convertible debt | 4,239,000 | 4,239,000 | ||
Common stock issued for services | $ 108 | 400,395 | 400,503 | |
Common stock issued for services, shares | 107,500 | |||
Common stock issued for accrued share-based compensation | $ 26 | 108,394 | 108,420 | |
Common stock issued for accrued share-based compensation, shares | 26,000 | |||
Net income loss | (5,073,755) | (5,073,755) | ||
Balance at Dec. 31, 2018 | $ 27,949 | 38,796,562 | (8,765,992) | 30,058,519 |
Balance shares at Dec. 31, 2018 | 27,948,609 | |||
Common stock issued upon warrant exercise | $ 172 | 1,552 | 1,724 | |
Common stock issued upon warrant exercise, shares | 172,500 | |||
Common stock issued upon cashless exercise of options | $ 229 | (229) | ||
Common stock issued upon cashless exercise of options, shares | 228,890 | |||
Common stock issued in connection with business combinations | $ 345 | 998,406 | 998,751 | |
Common stock issued in connection with business combinations, shares | 344,553 | |||
Common stock issued for prepaid services | $ 50 | 95,950 | 96,000 | |
Common stock issued for prepaid services, shares | 50,000 | |||
Common stock issued for accrued share-based compensation | $ 100 | 210,100 | 210,200 | |
Common stock issued for accrued share-based compensation, shares | 100,000 | |||
Share based compensation | (8,951) | (8,951) | ||
Net income loss | 229,421 | 229,421 | ||
Balance at Mar. 31, 2019 | $ 28,845 | 40,093,390 | (8,536,571) | 31,585,664 |
Balance shares at Mar. 31, 2019 | 28,844,552 | |||
Balance at Dec. 31, 2018 | $ 27,949 | 38,796,562 | (8,765,992) | 30,058,519 |
Balance shares at Dec. 31, 2018 | 27,948,609 | |||
Sale of Common stock and warrants, net of fees | $ 4,123 | 12,639,510 | 12,643,633 | |
Sale of Common stock and warrants, net of fees, shares | 4,123,254 | |||
Common stock issued upon warrant exercise | $ 1,758 | 1,298,141 | 1,299,899 | |
Common stock issued upon warrant exercise, shares | 1,757,913 | |||
Common stock issued upon cashless warrant exercise | $ 506 | (506) | ||
Common stock issued upon cashless warrant exercise, shares | 505,868 | |||
Common stock issued upon exercise of options | $ 10 | 5,990 | 6,000 | |
Common stock issued upon exercise of options, shares | 10,000 | |||
Common stock issued in connection with business combinations | $ 969 | 3,624,411 | 3,625,380 | |
Common stock issued in connection with business combinations, shares | 969,553 | |||
Common stock issued upon conversion of convertible debt | $ 1,259 | 2,404,010 | 2,405,269 | |
Common stock issued upon conversion of convertible debt, shares | 1,258,608 | |||
Common stock issued for services | $ 202 | 548,564 | 548,766 | |
Common stock issued for services, shares | 202,500 | |||
Common stock issued for accrued share-based compensation | $ 100 | 210,100 | 210,200 | |
Common stock issued for accrued share-based compensation, shares | 100,000 | |||
Share based compensation | 1,215,273 | 1,215,273 | ||
Net income loss | 1,878,804 | 1,878,804 | ||
Balance at Dec. 31, 2019 | $ 36,876 | 60,742,055 | (6,887,188) | 53,891,743 |
Balance shares at Dec. 31, 2019 | 36,876,305 | |||
Common stock issued upon warrant exercise | $ 191 | 509,928 | 510,119 | |
Common stock issued upon warrant exercise, shares | 191,235 | |||
Common stock issued upon cashless warrant exercise | $ 19 | (19) | ||
Common stock issued upon cashless warrant exercise, shares | 18,712 | |||
Common stock issued upon cashless exercise of options | $ 280 | (280) | ||
Common stock issued upon cashless exercise of options, shares | 279,823 | |||
Common stock issued in connection with business combinations | $ 274 | 1,203,050 | 1,203,324 | |
Common stock issued in connection with business combinations, shares | 273,892 | |||
Common stock issued for services | $ 50 | (50) | ||
Common stock issued for services, shares | 50,000 | |||
Common stock issued for accrued share-based compensation | $ 519 | 1,759,913 | 1,760,432 | |
Common stock issued for accrued share-based compensation, shares | 519,333 | |||
Share based compensation | 2,208,646 | 2,208,646 | ||
Net income loss | (2,093,518) | (2,093,518) | ||
Balance at Mar. 31, 2020 | $ 38,209 | $ 66,423,243 | $ (8,980,706) | $ 57,480,746 |
Balance shares at Mar. 31, 2020 | 38,209,300 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows U(naudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||||
Net income (loss) | $ (2,093,518) | $ 229,421 | $ 1,878,804 | $ (5,073,755) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 359,142 | 146,624 | 1,044,553 | 351,069 |
Amortization of debt discount | 124,946 | 356,306 | 989,601 | |
Stock-based compensation expense | 4,115,068 | 80,278 | 2,490,535 | 1,895,219 |
Bad debt | 20,632 | |||
Provision for doubtful accounts receivable | 172,135 | 35,459 | ||
Inventory valuation reserve | 429,126 | 153,397 | ||
Noncash operating lease expense | 15,375 | |||
Other | (66,536) | |||
(Increase) decrease in: | ||||
Accounts receivable | (140,723) | (215,309) | (3,764,947) | (244,288) |
Inventory | (4,960,155) | (4,050,616) | (10,482,014) | (792,575) |
Prepaid expenses and other assets | (1,823,464) | (619,382) | (2,061,701) | (182,616) |
Increase (decrease) in: | ||||
Accounts payable and accrued liabilities | 3,173,752 | 1,205,744 | 4,165,188 | 514,154 |
Operating leases | 121,636 | 27,297 | ||
Payroll and payroll tax liabilities | 706,893 | 315,133 | 154,471 | 270,878 |
Customer deposits | 1,050,684 | 181,544 | 1,987,747 | 423,688 |
Sales tax payable | 221,725 | 112,751 | 341,698 | 118,738 |
Net cash provided by (used in) operating activities | 751,672 | (2,461,569) | (3,339,260) | (1,541,031) |
Cash Flows from Investing Activities: | ||||
Assets acquired in business combinations | (1,750,000) | (4,984,075) | (9,458,743) | (5,680,409) |
Purchase of furniture and equipment | (652,187) | (430,148) | (2,232,812) | (625,379) |
Purchase of goodwill and other intangibles | (359,209) | (105,500) | (119,125) | (61,523) |
Net cash used in investing activities | (2,761,396) | (5,519,723) | (11,810,680) | (6,367,311) |
Cash Flows from Financing Activities: | ||||
Principal payments on long term debt | (38,614) | (99,560) | (460,129) | (454,979) |
Proceeds from the sales of common stock and exercise of warrants and options, net of expenses | 510,119 | 1,725 | 13,949,532 | 12,875,272 |
Proceeds from issuance of convertible debt, net of expenses | 8,912,765 | |||
Net cash provided by (used in) financing activities | 471,505 | (97,835) | 13,489,403 | 21,333,058 |
Net decrease in cash | (1,538,219) | (8,079,128) | (1,660,537) | 13,424,716 |
Cash at the beginning of period | 12,979,444 | 14,639,981 | 14,639,981 | 1,215,265 |
Cash at the end of period | 11,441,225 | 6,560,853 | 12,979,444 | 14,639,981 |
Supplemental disclosures of non-cash financing activities: | ||||
Common stock and warrants issued for prepaid services | 96,000 | 45,000 | ||
Common stock issued for accrued payroll liability | 210,200 | |||
Debt converted to Equity | 2,310,832 | 3,621,931 | ||
Assets acquired by issuance of stock | 3,625,380 | 5,305,150 | ||
Warrants issued for debt discount | 4,239,000 | |||
Acquisition of vehicles with debt financing | 56,174 | |||
Interest paid during the period | 45,191 | 23,565 | ||
Acquisition of assets with seller financing | $ 1,087,000 | |||
Cash paid for interest | 7,181 | 18,833 | ||
Common stock issued for accrued payroll | 210,200 | |||
Common stock issued for prepaid services | 96,000 | |||
Assets acquired by issuance of common stock | 1,203,324 | 998,751 | ||
Right to use assets acquired under operating leases | $ 192,614 | $ 1,791,307 |
Nature of Operations
Nature of Operations | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
NATURE OF OPERATIONS | 1. NATURE OF OPERATIONS GrowGeneration is the largest chain of hydroponic garden centers in North America and is a leading marketer and distributor of nutrients, growing media, advanced indoor and greenhouse lighting, ventilation systems and accessories for hydroponic gardening. As of March 31, 2020, the Company owns and operates a chain of twenty seven (27) retail hydroponic/gardening stores, with five (5) located in the state of Colorado, four (4) in the state of California, four (4) in the state of Michigan, two (2) in the state of Nevada, one (1) in the state of Washington, one (1) in the state of Oregon, four (4) in the State of Oklahoma, one (1) in the state of Rhode Island, three (3) in Maine, (1) in Florida, one (1) distribution center in California and an online e-commerce store, GrowGen.Pro. In addition, we operate a warehouse out of Sacramento, CA. Our plan is to acquire, open and operate hydroponic/gardening stores and related businesses throughout the United States and Canada. The Company engages in its business through its wholly-owned subsidiaries, GrowGeneration Pueblo Corp, GrowGeneration California Corp, GrowGeneration Nevada Corp, GrowGeneration Washington Corp, GrowGeneration Rhode Island Corp, GrowGeneration Oklahoma Corp, GrowGeneration Canada, GrowGeneration HG Corp, GrowGeneration Hemp Corp, GGen Distribution Corp, GrowGeneration Michigan Corp, GrowGeneration New England Corp, GrowGeneration Florida Corp and GrowGeneration Management Corp. | 1. NATURE OF OPERATIONS GrowGeneration Corp (the "Company") was incorporated on March 6, 2014 in Colorado under the name of Easylife Corp and changed its name to GrowGeneration Corp. It maintains its principal office in Denver, Colorado. GrowGeneration is the largest chain of hydroponic garden centers in North America and is a leading marketer and distributor of nutrients, growing media, advanced indoor and greenhouse lighting, ventilation systems and accessories for hydroponic gardening. As of March 27, 2020, the Company owns and operates a chain of twenty seven (27) retail hydroponic/gardening stores, with five (5) located in the state of Colorado, four (4) in the state of California, four (4) in the state of Michigan, two (2) in the state of Nevada, one (1) in the state of Washington, one (1) in the state of Oregon, four (4) in the State of Oklahoma, one (1) in the state of Rhode Island, three (3) in Maine, (1) in Florida, one (1) distribution center in California and an online e-commerce store, GrowGen.Pro. In addition, we operate a warehouse out of Sacramento, CA. Our plan is to acquire, open and operate hydroponic/gardening stores and related businesses throughout the United States and Canada. The Company engages in its business through its wholly owned subsidiaries, GrowGeneration Pueblo Corp, GrowGeneration California Corp, Grow Generation Nevada Corp, GrowGeneration Washington Corp, GrowGeneration Rhode Island Corp, GrowGeneration Oklahoma Corp, GrowGeneration Canada, GrowGeneration HG Corp, GrowGeneration Hemp Corp, GGen Distribution Corp, GrowGeneration Michigan Corp, GrowGeneration New England Corp, GrowGeneration Florida Corp and GrowGeneration Management Corp. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying unaudited condensed consolidated interim financial statements include our accounts and those of our wholly-owned subsidiaries, and reflect all adjustments which are necessary for a fair statement of the financial position, results of operations, and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Such unaudited condensed consolidated interim financial statements have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. All significant intercompany balances and transactions are eliminated in consolidation. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The year-end condensed balance sheet data was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. Use of Estimates Management uses estimates and assumptions in preparing these financial statements in accordance with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported revenues and expenses during the reporting period. Actual results could vary from the estimates that were used. Additionally, the full impact of COVID-19 is unknown and cannot be reasonably estimated. However, we have made appropriate accounting estimates based on the facts and circumstances available as of the reporting date. To the extent there are differences between these estimates and actual results, our consolidated financial statements may be materially affected. As we continue to monitor the COVID-19 situation, the Company is considered an "essential" supplier to the agricultural industry, suppling the nutrients and nourishment required to feed their plants. The Company has been opened during this difficult time. We have plans and procedures in place to ensure our customers and employees stay safe during this time of uncertainty. As a result of COVID-19 we reduced some hours of operations at the store level and some stores were closed on the weekends, primarily in the later part of the first quarter of 2020. There have been some minor delays in vendor shipments as their warehouses and supply chain were affected by staffing shortages. The Company successfully implemented a will call and curb side pick-up process that is working well. Other than what has been disclosed above, we have not experienced adverse effects from COVID-19. Leases We assess whether an arrangement is a lease at inception. Leases with an initial term of 12 months or less are not recorded on the balance sheet. We have elected the practical expedient to not separate lease and non-lease components for all assets. Operating lease assets and operating lease liabilities are calculated based on the present value of the future minimum lease payments over the lease term at the lease start date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease start date in determining the present value of future payments. The operating lease asset is increased by any lease payments made at or before the lease start date and reduced by lease incentives and initial direct costs incurred. The lease term includes options to renew or terminate the lease when it is reasonably certain that we will exercise that option. The exercise of lease renewal options is at our sole discretion. The depreciable life of lease assets and leasehold improvements are limited by the lease term. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Income Taxes The Company accounts for income taxes in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is provided for the amount of deferred tax assets that would otherwise be recorded for income tax benefits primarily relating to operating loss carryforwards as realization cannot be determined to be more likely than no The Company adopted the provisions of FASB ASC 740-10-25, which prescribes a recognition threshold and measurement attribute for the recognition and measurement of tax positions taken or expected to be taken in income tax returns. FASB ASC 740-10-25 also provides guidance on recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions. The Company's tax returns are subject to tax examinations by U.S. federal and state authorities until their respective statute of limitation. Currently, the 2019, 2018 and 2017 tax years are open and subject to examination by taxing authorities. However, the Company is not currently under audit nor has the Company been contacted by any of the taxing authorities. The Company does not have any accrual for uncertain tax positions as of March 31, 2020. There is no income tax provision, and as such no effective tax rate ("ETR"), in the accompanying condensed consolidated statement of operations due to the cumulative operating losses that indicate a 100% valuation allowance for the deferred tax assets and state income taxes is appropriate. Revenue Recognition The Company recognizes revenue, net of estimated returns and sales tax, at the time the customer takes possession of merchandise or receives services at which point, the performance obligation is satisfied. Sales and other taxes collected concurrent with revenue producing activities are excluded from revenue. In the normal course of business, the Company does not accept product returns unless the item is defective as manufactured. The Company monitors provisions for estimated returns. Payment for goods and services sold by the Company is typically due upon satisfaction of the performance obligations. Under certain circumstances, the Company does provide goods and services to customers on a credit basis (see Accounts Receivable Accounts Receivable Accounts receivable are stated at the amount the Company expects to collect from balances outstanding at year-end, based on the Company's assessment of the credit history with customers having outstanding balances and current relationships with them. A reserve for uncollectable receivables is established when collection of amounts due is deemed improbable. Indicators of improbable collection include client bankruptcy, client litigation, client cash flow difficulties or ongoing service or billing disputes. Credit is generally extended on a short-term basis thus receivables do not bear interest. At March 31, 2020 and December 31, 2019, the Company established an allowance for doubtful accounts of $291,372, respectively. Inventory Inventory consists primarily of gardening supplies and materials and is recorded at the lower of cost (first-in, first-out method) or market. The Company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold. Property and Equipment Property and equipment are carried at cost. Leasehold Improvements are amortized using the straight-line method over the original term of the lease or the useful life of the improvement, whichever is shorter. Renewals and betterment that materially extend the life of the asset are capitalized. Expenditures for maintenance and repairs are charged against operations. Depreciation of property and equipment is provided on the straight-line method for financial reporting purposes at rates based on the following estimated useful lives: Estimated Lives Vehicle 5 years Furniture and fixtures 5-7 years Computers and equipment 3-5 years Leasehold improvements 10 years not to exceed lease term Goodwill Goodwill represents the excess of purchase price over the fair value of net assets. The Company accounts for goodwill in accordance with the provisions of FASB Accounting Standards Update (ASU) 2014-02, Intangibles – Goodwill and Other (Topic 350) Accounting for Goodwill. In accordance with FASB ASC Topic 350 for Intangibles – Goodwill and Other, goodwill is not amortized but is reviewed for potential impairment on an annual basis, or if events or circumstances indicate a potential impairment, at the reporting unit level. The Company's review for impairment includes an assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value, including goodwill. If it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, including goodwill, the first step of the two-step quantitative goodwill impairment test is performed, which compares the fair value of the reporting unit with its´ carrying amounts, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. However, if the carrying amount of the reporting unit exceeds its fair value, additional procedures must be performed. That additional procedure compares the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. An impairment loss is recorded to the extent that the carrying amount of goodwill exceeds its implied fair value. Stock Based Compensation The Company records stock-based compensation in accordance with FASB ASC Topic 718, Compensation-Stock Compensation The Black-Scholes option pricing model requires subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. The expected term of options granted is derived from historical data on employee exercises and post-vesting employment termination behavior. The risk-free rate selected to value any particular grant is based on the U.S. Treasury rate that corresponds to the expected life of the grant effective as of the date of the grant. The expected volatility is based on the historical volatility of the Company's stock price. These factors could change in the future, affecting the determination of stock-based compensation expense in future periods. New Accounting Pronouncements As an emerging growth company, the Company is permitted to delay the adoption of new or revised accounting standards until such time as those standards apply to private companies. The Company has chosen to take advantage of the extended transition period for complying with new or revised accounting standards. | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation The financial statements are prepared under the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 105-10, Generally Accepted Accounting Principles The consolidated financial statements include the Company and its wholly-owned subsidiaries. All intercompany balances and transactions are eliminated in consolidation. Reclassifications Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported consolidated net income (loss). Use of Estimates Management uses estimates and assumptions in preparing these consolidated financial statements in accordance with generally accepted accounting principles. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported revenues and expenses during the reporting period. Actual results could vary from the estimates that were used. Segment Reporting Management makes significant operating decisions based upon the analysis of the entire Company and financial performance is evaluated on a company-wide basis. Accordingly, the various products sold are aggregated into one reportable operating segment as under guidance in the Financial Accounting Standards Board (the "FASB") Accounting Standards Codification ("ASC or codification") Topic 280 for segment reporting. Revenue Recognition The Company recognizes revenue, net of estimated returns and sales tax, at the time the customer takes possession of merchandise or receives services. When the Company receives payment from customers before the customer has taken possession of the merchandise or the service has been performed, the amount received is recorded as Deferred Revenue in the accompanying Consolidated Balance Sheets until the sale or service is complete. Vendor Allowances Vendor allowances primarily consist of volume rebates that are earned as a result of attaining certain purchase levels. These vendor allowances are accrued as earned, with those allowances received as a result of attaining certain purchase levels accrued over the incentive period based on estimates of purchases. Volume rebates, when earned, are recorded as a reduction in Cost of Sales. Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company's cash equivalents are carried at fair market value and consist primarily of money market funds. Accounts Receivable Accounts receivable are stated at the amount the Company expects to collect from balances outstanding at year-end, based on the Company's assessment of the credit history with customers having outstanding balances and current relationships with them. A reserve for uncollectable receivables is established when collection of amounts due is deemed improbable. Indicators of improbable collection include client bankruptcy, client litigation, client cash flow difficulties or ongoing service or billing disputes. Credit is generally extended on a short-term basis thus receivables do not bear interest. At December 31, 2019 and 2018, the Company established an allowance for doubtful accounts of $291,372 and $133,288, respectively. Inventory Inventory consists primarily of gardening supplies and materials and is recorded at the lower of cost (first-in, first-out method) or market. The company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold. Property and Equipment Property and equipment are carried at cost. Leasehold Improvements are amortized using the straight-line method over the original term of the lease or the useful life of the improvement, whichever is shorter. Renewals and betterment that materially extend the life of the asset are capitalized. Expenditures for maintenance and repairs are charged against operations. Depreciation of property and equipment is provided on the straight-line method for financial reporting purposes at rates based on the following estimated useful lives: Estimated Lives Vehicle 5 years Furniture and fixtures 5-7 years Computers and equipment 3-5 years Leasehold improvements 10 years not to exceed lease term Leases We assess whether an arrangement is a lease at inception. Leases with an initial term of 12 months or less are not recorded on the balance sheet. We have elected the practical expedient to not separate lease and non-lease components for all assets. Operating lease assets and operating lease liabilities are calculated based on the present value of the future minimum lease payments over the lease term at the lease start date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease start date in determining the present value of future payments. The operating lease asset is increased by any lease payments made at or before the lease start date and reduced by lease incentives and initial direct costs incurred. The lease term includes options to renew or terminate the lease when it is reasonably certain that we will exercise that option. The exercise of lease renewal options is at our sole discretion. The depreciable life of lease assets and leasehold improvements are limited by the lease term. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Fair Value of Financial Instruments The fair value of certain of our financial instruments including cash and cash equivalents, accounts receivable, prepaid assets, employee advances, accounts payable, customer deposits, payroll and payroll tax liabilities, sales tax payable and notes payable approximate their carrying amounts because of the short-term maturity of these instruments. Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes, which requires the recognition of deferred income taxes for differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate principally to depreciation of property and equipment, reserve for obsolete inventory and bad debt. Deferred tax assets and liabilities represent the future tax consequence for those differences, which will either be deductible or taxable when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. Valuation allowances are established to reduce deferred tax assets to the amount expected to be realized. The Company adopted the provisions of FASB ASC 740-10-25, which prescribes a recognition threshold and measurement attribute for the recognition and measurement of tax positions taken or expected to be taken in income tax returns. FASB ASC 740-10-25 also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions. The Company's tax returns are subject to tax examinations by U.S. federal and state authorities until respective statute of limitation. Currently, the 2018, 2017, and 2016 tax years are open and subject to examination by taxing authorities. However, the Company is not currently under audit nor has the Company been contacted by any of the taxing authorities. The Company does not have any accruals for uncertain tax positions as of December 31, 2019. It is not anticipated that unrecognized tax benefits would significantly increase or decrease within 12 months of the reporting date. Concentration of Risk Financial instruments that potentially expose us to concentrations of risk consist primarily of cash and cash equivalents and accounts receivable, which are generally not collateralized. Our policy is to place our cash and cash equivalents with high quality financial institutions, in order to limit the amount of credit exposure. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (FDIC), up to $250,000. At December 31, 2019 and 2018, the Company had $11,229,444 and $12,962,958, respectively, in excess of the FDIC insurance limit. The Company generally does not require collateral from its customers, but its credit extension and collection policies include analyzing the financial condition of potential customers, establishing credit limits, monitoring payments, and aggressively pursuing delinquent accounts. The Company maintains allowance for potential credit losses. Advertising The Company expenses advertising and promotional costs when incurred. Advertising and promotional expenses for the years ended December 31, 2019 and 2018 amounted to $736,656 and $269,550, respectively. Goodwill Goodwill represents the excess of purchase price over the fair value of net assets. The Company accounts for goodwill in accordance with the provisions of FASB Accounting Standards Update (ASU) 2014-02, Intangibles – Goodwill and Other (Topic 350) Accounting for Goodwill. In accordance with FASB ASC Topic 350 for Intangibles – Goodwill and Other, goodwill is not amortized but is reviewed for potential impairment on an annual basis, or if events or circumstances indicate a potential impairment, at the reporting unit level. The Company's review for impairment includes an assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its´ carrying value, including goodwill. If it is determined that it is more likely than not that the fair value of a reporting unit is less than its´ carrying value, including goodwill, the first step of the two-step quantitative goodwill impairment test is performed, which compares the fair value of the reporting unit with its´ carrying amounts, including goodwill. If the fair value of the reporting unit exceeds its´ carrying amount, goodwill of the reporting unit is considered not impaired. However, if the carrying amount of the reporting unit exceeds its fair value, additional procedures must be performed. That additional procedure compares the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. An impairment loss is recorded to the extent that the carrying amount of goodwill exceeds its implied fair value. Earnings (Loss) Per Share The Company computes net earnings (loss) per share under Accounting Standards Codification subtopic 260-10, "Earnings Per Share" ("ASC 260-10"). Basic earnings or loss per share ("EPS") is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income (loss) by the weighted-average of all potentially dilutive shares of common stock that were outstanding during the periods presented. The treasury stock method is used in calculating diluted EPS for potentially dilutive stock options and share purchase warrants, which assumes that any proceeds received from the exercise of in-the-money stock options and share purchase warrants, would be used to purchase common shares at the average market price for the period. Stock Based Compensation The Company records stock-based compensation in accordance with FASB ASC Topic 718, Compensation-Stock Compensation The Black-Scholes option pricing model requires subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. The expected term of options granted is derived from historical data on employee exercises and post-vesting employment termination behavior. The risk-free rate selected to value any particular grant is based on the U.S. Treasury rate that corresponds to the expected life of the grant effective as of the date of the grant. The expected volatility is based on the historical volatility of the Company's stock price. These factors could change in the future, affecting the determination of stock-based compensation expense in future periods. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Accounting Changes and Error Corrections [Abstract] | ||
RECENT ACCOUNTING PRONOUNCEMENTS | 3. RECENT ACCOUNTING PRONOUNCEMENTS Recently Adopted Accounting Pronouncements During the first quarter of 2019, the Company adopted the FASB ASU 2016-02, Leases Leases Leases On January 1, 2019, the Company also adopted ASU 2018-07, "Improvements to Nonemployee Share-Based Payment Accounting." ASU 2018-07 more closely aligns the accounting for employee and nonemployee share-based payments. The amendment is effective commencing in 2019 with early adoption permitted. The adoption of this new guidance did not have a material impact on our Financial Statements. In August 2018, the SEC adopted amendments to certain disclosure requirements in Securities Act Release No. 33-10532, Disclosure Update and Simplification. These amendments eliminate, modify, or integrate into other SEC requirements certain disclosure rules. Among the amendments is the requirement to present an analysis of changes in stockholders' equity in the interim financial statements included in Quarterly Reports on Form 10-Q. The analysis, which can be presented as a footnote or separate statement, is required for the current and comparative quarter and year-to-date interim periods. The amendments are effective for all filings made on or after November 5, 2018. The Company adopted these amendments in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement Recently Issued Accounting Pronouncements – Pending Adoption In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments — Credit Losses (Topic 326)," changing the impairment model for most financial instruments by requiring companies to recognize an allowance for expected losses, rather than incurred losses as required currently by the other-than-temporary impairment model. The ASU will apply to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans, available-for-sale and held-to-maturity debt securities, net investments in leases, and off-balance-sheet credit exposures. In November 2019, the FASB issued ASU No. 2019-10, changing effective dates for the new standards to give implementation relief to certain types of entities. The Company is required to adopt the new standards no later than January 1, 2023 according to ASU 2019-10, with early adoption allowed. We are currently evaluating the impact of adopting this new accounting guidance on our condensed consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The guidance in ASU 2017-04 eliminates the requirement to determine the fair value of individual assets and liabilities of a reporting unit to measure goodwill impairment. Under the amendments in the new ASU, goodwill impairment testing will be performed by comparing the fair value of the reporting unit with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. ASU 2017-04 is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2022 and should be applied on a prospective basis. The Company is currently evaluating the impact of adopting this guidance on the Company's consolidated financial statements. In December 2019, the FASB issued new guidance to simplify the accounting for income taxes by removing certain exceptions to the general principles and also simplification of areas such as franchise taxes, step-up in tax basis goodwill, separate entity financial statements and interim recognition of enactment of tax laws or rate changes. The standard will be effective for annual reporting periods beginning after December 15, 2020, including interim reporting periods within those periods. We are currently evaluating the impact of adopting this new accounting guidance on our condensed consolidated financial statements. | 3. RECENT ACCOUNTING PRONOUNCEMENTS From time to time, the Financial Accounting Standards Board ("FASB") or other standard setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification are communicated through issuance of an Accounting Standards Update ("ASU"). We have implemented all new accounting pronouncements that are in effect and that may impact our financial statements. We have evaluated recently issued accounting pronouncements and determined that there is no material impact on our financial position or results of operations. Recently Adopted Accounting Pronouncements During the first quarter of 2019, the Company adopted the Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) 2016-02, Leases Leases Leases On January 1, 2019, the Company also adopted ASU 2018-07, "Improvements to Nonemployee Share-Based Payment Accounting." ASU 2018-07 more closely aligns the accounting for employee and nonemployee share-based payments. The amendment is effective commencing in 2019 with early adoption permitted. The adoption of this new guidance did not have a material impact on our Financial Statements. In August 2018, the SEC adopted amendments to certain disclosure requirements in Securities Act Release No. 33-10532, Disclosure Update and Simplification. These amendments eliminate, modify, or integrate into other SEC requirements certain disclosure rules. Among the amendments is the requirement to present an analysis of changes in stockholders' equity in the interim financial statements included in Quarterly Reports on Form 10-Q. The analysis, which can be presented as a footnote or separate statement, is required for the current and comparative quarter and year-to-date interim periods. The amendments are effective for all filings made on or after November 5, 2018. The Company adopted these amendments in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2019. In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities On August 28, 2017, the FASB issued ASU 2017-12, "Derivatives and Hedging," which better aligns risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The amendments expand and refine hedge accounting for both nonfinancial and financial risk components and in some situations better align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. The new standard was effective for the Company as of January 1, 2019. The adoption of this new standard on January 1, 2019 did not have any impact on our consolidated financial statements and footnote disclosures. Recently Issued Accounting Pronouncements – Pending Adoption In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2020 | |
Revenue Recognition [Abstract] | |
REVENUE RECOGNITION | 4. REVENUE RECOGNITION Disaggregation of Revenues The following table disaggregates revenue by source: Three Months Three Months Sales at company owned stores $ 31,036,819 $ 12,405,923 E-commerce sales 1,944,687 681,299 Total Revenues $ 32,981,506 $ 13,087,222 Contract Balances Depending on when the timing of when a customer takes possession of product and when a customer make payments for such product, the Company recognizes a customer trade receivable (asset) or a customer deposit (liability). The difference between the opening and closing balances of the Company's customer trade receivables and the customer deposit liability results from timing differences between the Company's performance and the customer's payment. Contract Balances Depending on the timing of when a customer takes possession of product and when a customer make payments for such product, the Company recognizes a customer trade receivable (asset) or a customer deposit (liability). The difference between the opening and closing balances of the Company's customer trade receivables and the customer deposit liability results from timing differences between the Company's performance and the customer's payment. The opening and closing balances of the Company's customer trade receivables and customer deposit liability are as follows: Receivables Customer Deposit Liability Opening balance, 1/1/2020 $ 4,455,209 $ 2,503,785 Closing balance, 3/31/2020 4,575,300 3,554,469 Increase (decrease) $ 120,091 $ 1,050,684 Opening balance, 1/1/2019 $ 862,397 $ 516,038 Closing balance, 3/31/2019 1,077,706 697,582 Increase (decrease) $ 215,309 $ 181,544 |
Property and Equipment
Property and Equipment | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT | 5. PROPERTY AND EQUIPMENT March 31, December 31, Vehicles $ 840,354 $ 702,447 Leasehold improvements 1,205,530 884,685 Furniture, fixtures and equipment 3,532,019 3,305,323 5,577,903 4,892,455 (Accumulated depreciation) (1,866,424 ) (1,551,839 ) Property and Equipment, net $ 3,711,479 $ 3,340,616 Depreciation expense for the three months ended March 31, 2020 and 2019 was $331,324 and $146,624, respectively. | 4. PROPERTY AND EQUIPMENT Property and equipment at December 31, 2019 and 2018 consists of the following: December 31, 2019 2018 Vehicle $ 1,148,993 $ 535,857 Leasehold improvements 884,685 441,725 Furniture, fixtures and equipment 2,858,777 1,417,061 4,892,455 2,394,643 Accumulated depreciation and amortization (1,551,839 ) (573,822 ) Property and equipment, net $ 3,340,616 $ 1,820,821 Depreciation expense was $1,046,328 and $350,415 for the years ended December 31, 2019 and 2018, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 5. INCOME TAXES On December 22, 2017, the U.S. President signed into law H.R.1, formerly known as the Tax Cuts and Jobs Act (the "Tax Legislation"). The Tax Legislation significantly revised the U.S. tax code by, (i) lowering the U.S federal statutory income tax rate from 35% to 21%, (ii) implementing a territorial tax system, (iii) imposing a one-time transition tax on deemed repatriated earnings of foreign subsidiaries ("Transition Tax"), (iv) requiring a current inclusion of global intangible low taxed income ("GILTI") of certain earnings of controlled foreign corporations in U.S. federal taxable income, (v) creating the base erosion anti-abuse tax ("BEAT") regime, (vi) implementing bonus depreciation that will allow for full expensing of qualified property, and (vii) limiting deductibility of interest and executive compensation expense, among other changes. The Company has computed its 2018 current tax benefit using the U.S. federal statutory rates of 21% while it has computed its deferred tax expense using the new statutory rate effective on January 1, 2018 of 21%. Other provisions of the new legislation that were not applicable to the Company until the year ended December 31, 2018 include, but are not limited to, limiting deductibility of interest and executive compensation expense. These additional items have been considered in our income tax provision for the year ended December 31, 2019 and the impact was not material to the overall financial statements. The provision (benefit) for income taxes for the years ended December 31, 2019 and 2018 consisted of the following: Year Ended Year Ended December 31, December 31, Income Tax Expense (benefit) Current federal tax expense Federal $ 479,000 $ -0- State -0- -0- Deferred tax (benefit) Federal $ (479,000 ) $ -0- State -0- -0- Total $ -0- $ -0- A summary of deferred tax assets and liabilities as of December 31, 2019 and 2018 is as follows: Year Ended Year Ended December 31, December 31, Deferred tax assets: Net operating losses 1,033,300 $ 2,165,100 Deferred right to use lease liabilities 1,671,700 - Stock based compensation 354,800 663,300 Amortization of debt discount - 346,400 Accruals, reserves and other 160,200 66,100 3,220,000 3,240,900 Deferred tax liabilities: Deferred right to use lease assets 1,678,300 - Accumulated depreciation and amortization $ 360,000 $ 358,000 2,038,300 358,000 Gross deferred tax asset 1,181,700 2,882,900 Valuation Allowance (1,181,700 ) (2,882,900 ) Deferred tax asset (liability), net $ 0 $ -0 As of December 31, 2019, the Company had approximately $4.7 million of operating loss carryforwards, which results in a Federal and State deferred tax asset of approximately $1.03 million, expiring in 2037 through 2038. We recorded a valuation allowance against all of our deferred tax assets as of both December 31, 2019, and December 31, 2018. We intend to continue maintaining a full valuation allowance on our deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. However, given our current earnings and anticipated future earnings, we believe that there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to allow us to reach a conclusion that a significant portion of the valuation allowance will no longer be needed. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that we are able to actually achieve The differences between the U.S. Federal statutory income tax rate and the Company's effective tax rate were as follows for the years ended December 31, 2019 and 2018: Years Ended December 31, 2019 2018 Federal statutory tax rate 21 % 21 % State and local income taxes (net of federal tax benefit) - - 21 % 21 Valuation allowance (21 ) (21 ) 0 % 0 % |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | 6. GOODWILL AND INTANGIBLE ASSETS Goodwill: The changes in goodwill are as follows: March 31, December 31, Balance, beginning of year $ 17,798,932 $ 8,752,909 Goodwill additions 1,851,438 9,046,023 Impairments - - Balance, end of year $ 19,650,370 $ 17,798,932 Intangible assets on the Company's consolidated balance sheets consist of the following: March 31, 2020 December 31, 2019 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Patents and trademarks $ 100,000 $ - $ 100,000 $ - Capitalized software 494,265 29,594 135,030 1,750 $ 594,265 $ 29,594 $ 235,030 $ 1,750 Amortization expense for the three months ended March 31, 2020 and 2019 was $27,818 and $0, respectively. |
Long-Term Debt
Long-Term Debt | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
LONG-TERM DEBT | 7. LONG-TERM DEBT March 31, December 31, 2020 2019 Long term debt is as follows: Wells Fargo Equipment Finance, interest at 3.5% per annum, payable in monthly installments of $518.96 beginning April 2016 through March 2021, secured by warehouse equipment with a book value of $25,437 $ 4,752 $ 7,109 Notes payable issued in connection with seller financing of assets acquired, interest at 1%, payable in 24 installments of $24,996, due February 2020 - 24,997 Notes payable issued in connection with seller financing of assets acquired, interest at 8.125%, payable in 60 installments of $8,440, due August 2023 308,944 320,204 $ 313,696 $ 352,310 Less Current Maturities (82,876 ) (110,231 ) Total Long-Term Debt $ 230,820 $ 242,079 Interest expense for the three months ended March 31, 2020 and 2019 was $7,181 and $6,691, respectively. | 6. LONG-TERM DEBT December 31, 2019 2018 Long term debt is as follows: Hitachi Capital, interest at 8.0% per annum, payable in monthly installments of $631.13 beginning September 2015 through August 2019, secured by delivery equipment with a book value of $24,910 - 3,211 Wells Fargo Equipment Finance, interest at 3.5% per annum, payable in monthly installments of $518.96 beginning April 2016 through March 2021, secured by warehouse equipment with a book value of $25,437 7,109 12,976 Notes payable issued in connection with seller financing of assets acquired, interest at 1%, payable in 24 installments of $24,996, due February 2020 24,997 350,000 Notes payable issued in connection with seller financing of assets acquired, interest at 1%, payable in 12 installments of $6,003, due September 2019 - 54,000 Notes payable issued in connection with seller financing of assets acquired, interest at 8.125%, payable in 60 installments of $8,440, due August 2023 320,204 392,252 $ 352,310 $ 812,439 Less Current Maturities (110,231 ) (436,813 ) Total Long-Term Debt $ 242,079 $ 375,626 Debt maturities as of December 31, 2019 are as follows: 2020 $ 110,231 2021 84,714 2022 91,860 2023 65,505 $ 352,310 Interest expense for the years ended December 31, 2019 and 2018 was $45,191 and $23,565, respectively. |
Leases
Leases | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
LEASES | 8. LEASES We determine if a contract contains a lease at inception. Our material operating leases consist of retail and warehouse locations as well as office space. Our leases generally have remaining terms of 1- 5 years, most of which include options to extend the leases for additional 3 to 5 year periods. Generally, the lease term is the minimum of the noncancelable period of the lease or the lease term inclusive of reasonably certain renewal periods. Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, we estimate incremental secured borrowing rates corresponding to the maturities of the leases. Our leases typically contain rent escalations over the lease term. We recognize expense for these leases on a straight-line basis over the lease term. We elected this expedient to account for lease and non-lease components as a single component for our entire population of operating lease assets. We have elected the short-term lease recognition exemption for all applicable classes of underlying assets. Short-term disclosures include only those leases with a term greater than one month and 12 months or less, and expense is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less, that do not include an option to purchase the underlying asset that we are reasonably certain to exercise, are not recorded on the balance sheet. Lease expense is recorded within our consolidated statements of operations based upon the nature of the assets. Where assets are used to directly serve our customers, such as facilities dedicated to customer contracts, lease costs are recorded in "cost of sales." Facilities and assets which serve management and support functions are expensed through general and administrative expenses. March 31, December 31, Right to use assets, operating lease assets $ 7,240,673 $ 7,628,591 Current lease liability $ 1,893,594 $ 1,836,700 Non-current lease liability 5,484,090 5,807,266 $ 7,377,684 $ 7,643,966 March 31, March 31, Weighted average remaining lease term 3.24 years 3.5 years Weighted average discount rate 7.6 % 7.6 % March 31, March 31, Operating lease costs $ 924,583 $ 423,973 Short-term lease costs 16,053 5,735 Total operating lease costs $ 940,636 $ 429,708 The following table presents the maturity of the Company's operating lease liabilities as of March 31, 2020: 2020 (remainder of the year) $ 1,930,342 2021 2,597,468 2022 2,150,123 2023 1,608,229 2024 813,984 Thereafter 1,433,499 Total lease payments 10,533,645 Less: Imputed interest (3,155,961 ) Lease Liability at March 31, 2020 $ 7,377,684 | 7. LEASES We determine if a contract contains a lease at inception. Our material operating leases consist of retail and warehouse locations as well as office space. Our leases generally have remaining terms of 1- 5 years, most of which include options to extend the leases for additional 3 to 5 year periods. Generally, the lease term is the minimum of the noncancelable period of the lease or the lease term inclusive of reasonably certain renewal periods. Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, we estimate incremental secured borrowing rates corresponding to the maturities of the leases. Our leases typically contain rent escalations over the lease term. We recognize expense for these leases on a straight-line basis over the lease term. We elected this expedient to account for lease and non-lease components as a single component for our entire population of operating lease assets. We have elected the short-term lease recognition exemption for all applicable classes of underlying assets. Short-term disclosures include only those leases with a term greater than one month and 12 months or less, and expense is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less, that do not include an option to purchase the underlying asset that we are reasonably certain to exercise, are not recorded on the balance sheet. December 31, 2019 Right to use assets, operating lease assets $ 7,628,591 Current lease liability $ 1,836,700 Non-current lease liability 5,807,266 $ 7,643,966 December 31, 2019 Weighted average remaining lease term 3.9 years Weighted average discount rate 7.6 % Operating lease assets obtained for operating lease liabilities $ 3,050,164 Maturities of lease liabilities 2020 $ 2,496,070 2021 2,525,468 2022 2,078,123 2023 1,596,229, 2024 813,984 2025 654,160 2026 352,955 2027 152,637 Total lease payments 10,669,626 Less: Imputed interest (3,025,660 ) Lease Liability at December 31, 2019 $ 7,643,966 |
Convertible Debt
Convertible Debt | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
CONVERTIBLE DEBT | 9. CONVERTIBLE DEBT On January 12, 2018, the Company completed a private placement of a total of 36 units of the Company’s securities at the price of $250,000 per unit pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated under the Securities Act. Each Unit consisted of (i) a .1% unsecured convertible promissory note of the principal amount of $250,000, and (ii) a 3-year warrant entitling the holder to purchase 37,500 shares of the Company’s common stock, par value $.001 per share, at a price of $.01 per share or through cashless exercise. The convertible debt has a maturity date of January 12, 2021 and the principal balance and any accrued interest is convertible by the holder at any time into common stock of the Company at conversion price of $3.00 a share. Principal due and interest accrued on the notes will automatically convert into shares of common stock, at the conversion price, if at any time during the term of the notes, commencing twelve (12) months from the date of issuance, the common stock trades minimum daily volume of at least 50,000 shares for twenty (20) consecutive days with a volume weighted average price of at least $4.00 per share. As of August 21, 2019, all remaining convertible debt and accrued interest had been converted to equity and no convertible debt remains outstanding. During the three months ended March 31, 2019, 172,500 warrants issued in connection with the convertible debt were exercised, resulting in the issuance of 172,500 shares of common stock. Amortization of debt discount for the three months ended March 31, 2019 was $124,946. | 8. CONVERTIBLE DEBT On January 12, 2018, the Company completed a private placement of a total of 36 units of the Company's securities at the price of $250,000 per unit pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and Rule 506 of Regulation D promulgated thereunder. Each unit consisted of (i) a .1% unsecured convertible promissory note of the principal amount of $250,000, and (ii) a 3-year warrant entitling the holder to purchase 37,500 shares of the Company's common stock, par value $.001 per share, at a price of $.01 per share or through cashless exercise. The convertible debt has a maturity date of January 12, 2021 and the principal balance and any accrued interest is convertible by the holder at any time into Common Stock of the Company at conversion price of $3.00 a share. Principal due and interest accrued on the notes will automatically convert into shares of Common Stock, at the conversion price, if at any time during the term of the notes, commencing twelve (12) months from the date of issuance, the Common Stock trades minimum daily volume of at least 50,000 shares for twenty (20) consecutive days with a volume weighted average price of at least $4.00 per share. In relation to this transaction, the Company recorded a debt discount of $4,239,000 related to the fair market value of warrants issued as noted above. The debt discount, which was based on an imputed interest rate, is being amortized on a straight-line basis over the life of the convertible debt. During the year ended December 31, 2019, convertible debt and accrued interest of $2,405,269, net of unamortized debt discount of $674,581, was converted into 1,258,608 shares of common stock at the conversion rate of $3.00 per share. During the year ended December 31, 2018, convertible debt and accrued interest of $5,927,677, net of unamortized debt discount of $2,305,746, was converted into 2,013,294 shares of common stock at the conversion rate of $3.00 per share. December 31, 2019 2018 Convertible debt $ - $ 3,075,000 Remaining unamortized debt discount and debt issue costs - (1,030,887 Convertible debt, net of debt discount and debt issue costs $ - $ 2,044,113 Amortization of debt discount for the years ended December 31, 2019 and 2018 was $356,306 and $998,601, respectively. At December 31, 2019 and 2018 there were 131,250 and 536,250 warrants outstanding, respectively, related to the issuance of convertible debt. |
Share Based Payments and Stock
Share Based Payments and Stock Options | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
SHARE BASED PAYMENTS AND STOCK OPTIONS | 10. SHARE BASED PAYMENTS AND STOCK OPTIONS The Company accounts for share-based payments through the measurement and recognition of compensation expense for share-based payment awards made to employees and directors of the Company, including stock options and restricted shares. During the three months ended March 31, 2020 the Company issued 518,333 shares of common stock (stock-based awards) to officers and employees that vested immediately resulting in compensation expense of approximately $2,130,000. No stock-based awards were issued for the three months ended March 31, 2019 that vested immediately. During the three months ended March 31, 2020 and March 31, 2019, the Company recorded $145,990 and $0, respectively, of share-based compensation to executives that is included in payroll and payroll tax liabilities. The following table presents share-based payment expense and new shares issued for the three months ended March 31, 2020 and 2019. Three Months Ended 2020 2019 Total non-cash share-based compensation $ 4,115,068 $ 80,278 On March 6, 2014, the Company's Board of Directors (the "Board") approved the 2014 Equity Incentive Plan ("2014 Plan") pursuant to which the Company may grant incentive, non-statutory options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other stock or cash awards to employees, nonemployee members of our Board, consultants and other independent advisors who provide services to the Company. The maximum shares of common stock which may be issued over the term of the plan shall not exceed 2,500,000 shares. Awards under this plan are made by the Board or a committee designated by the Board. Options under the plan are to be issued at the market price of the stock on the day of the grant except to those issued to holders of 10% or more of the Company's common stock which is required to be issued at a price not less than 110% of the fair market value on the day of the grant. Each option is exercisable at such time or times, during such period and for such numbers of shares shall be determined by the plan administrator. No option may be exercisable for more than ten years (five years in the case of an incentive stock option granted to a 10% stockholder) from the date of grant. On January 7, 2018, the Board adopted the 2018 Equity Compensation Plan (the "2018 Plan") and on April 20, 2018, the shareholders approved the 2018 Plan. On February 7, 2020, the Board approved the amendment and restatement of the 2018 Plan to increase the number of shares issuable thereunder from 2,500,000 to 5,000,000, which amendment was approved by shareholders on May 11, 2020. The 2018 Plan will be administered by the Board. The Board may grant options to purchase shares of common stock, stock appreciation rights, restricted stock units, restricted or unrestricted shares of common stock, performance shares, performance units, other cash-based awards and other stock-based awards. The Board also has broad authority to determine the terms and conditions of each option or other kind of equity award, adopt, amend and rescind rules and regulations for the administration of the 2018 Plan and amend or modify outstanding options, grants and awards. No options, stock purchase rights or awards may be made under the 2018 Plan on or after the ten-year anniversary of the adoption of the 2018 Plan by the Board, but the 2018 Plan will continue thereafter while previously granted options, stock appreciation rights or awards remain subject to the 2018 Plan. Options granted under the 2018 Plan may be either "incentive stock options" that are intended to meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") or "nonstatutory stock options" that do not meet the requirements of Section 422 of the Code. The Board will determine the exercise price of options granted under the 2018 Plan. The exercise price of stock options may not be less than the fair market value, on the date of grant, per share of our Common Stock issuable upon exercise of the option (or 110% of fair market value in the case of incentive options granted to a ten-percent stockholder). No option may be exercisable for more than ten years (five years in the case of an incentive stock option granted to a 10% stockholder) from the date of grant. Awards issued under the 2014 Plan as of March 31, 2020 are summarized below: 2020 Total shares available for issuance pursuant to the 2014 Plan 2,500,000 Options outstanding, March 31, 2020 (224,000 ) Total options exercised under 2014 Plan (1,889,833 ) Total shares issued pursuant to the 2014 Plan (375,000 ) Awards available for issuance under the 2014 Plan, March 31, 2020 11,167 Awards issued under the 2018 Plan as of March 31, 2020 are summarized below: 2020 Total shares available for issuance pursuant to the 2018 Plan, after amendment 5,000,000 Options outstanding, March 31, 2020 (1,618,500 ) Total options exercised under 2018 Plan (31,333 ) Total shares issued pursuant to the 2018 Plan (69,750 ) Awards available for issuance under the 2018 Plan, March 31, 2020 3,280,417 The table below summarizes all the options granted by the Company under all plans during the three months ended March 31, 2020: Options Shares Weight - Average Exercise Weighted - Average Remaining Contractual Term Weighted - Average Grant Date Fair Value Outstanding at December 31, 2019 1,916,333 $ 2.78 3.81 years $ 1.71 Granted 607,500 3.92 $ 2.29 Exercised (414,663 ) $ 1.83 $ .85 Forfeited or expired - Outstanding at March 31, 2020 2,109,170 $ 2.97 3.01 years $ 1.88 Options vested at March 31, 2020 1,210,837 $ 2.74 2.68 years $ 1.66 | 9. SHARE BASED PAYMENTS AND STOCK OPTIONS On March 6, 2014, the Company's Board of Directors (the "Board") approved the 2014 Equity Incentive Plan ("2014 Plan) pursuant to which the Company may grant incentive, non-statutory options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other stock or cash awards to employees, nonemployee members of our Board, consultants and other independent advisors who provide services to the Company. The maximum shares of common stock which may be issued over the term of the plan shall not exceed 2,500,000 shares. Awards under this plan are made by the Board or a committee designated by the Board. Options under the plan are to be issued at the market price of the stock on the day of the grant except to those issued to holders of 10% or more of the Company's common stock which is required to be issued at a price not less than 110% of the fair market value on the day of the grant. Each option is exercisable at such time or times, during such period and for such numbers of shares shall be determined by the plan administrator. No option may be exercisable for more than ten years (five years in the case of an incentive stock option granted to a 10% stockholder) from the date of grant. On January 7, 2018, the Board adopted the 2018 Equity Compensation Plan (the "2018 Plan") and on April 20, 2018, the shareholders approved the 2018 Plan. On February 7, 2020, the Board approved the amendment and restatement of the 2018 Plan to increase the number of shares issuable thereunder from 2,500,000 to 5,000,000, which amendment is pending shareholder approval. The 2018 Plan will be administered by the Board. The Board may grant options to purchase shares of Common Stock, stock appreciation rights, restricted stock units, restricted or unrestricted shares of Common Stock, performance shares, performance units, other cash-based awards and other stock-based awards. The Board also has broad authority to determine the terms and conditions of each option or other kind of equity award, adopt, amend and rescind rules and regulations for the administration of the 2018 Plan and amend or modify outstanding options, grants and awards. No options, stock purchase rights or awards may be made under the 2018 Plan on or after the ten-year anniversary of the adoption of the 2018 Plan by the Board, but the 2018 Plan will continue thereafter while previously granted options, stock appreciation rights or awards remain subject to the 2018 Plan. The maximum shares of Common Stock which may be issued over the term of the plan, as amended shall not exceed 5,000,000 shares. Options granted under the 2018 Plan may be either "incentive stock options" that are intended to meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") or "nonstatutory stock options" that do not meet the requirements of Section 422 of the Code. The Board will determine the exercise price of options granted under the 2018 Plan. The exercise price of stock options may not be less than the fair market value, on the date of grant, per share of our Common Stock issuable upon exercise of the option (or 110% of fair market value in the case of incentive options granted to a ten-percent stockholder). No option may be exercisable for more than ten years (five years in the case of an incentive stock option granted to a 10% stockholder) from the date of grant. 2019 Awards issued under the 2014 Plan as of December 31, 2019 are summarized below: Total Shares available for issuance pursuant to the 2014 Plan 2,500,000 Options outstanding, December 31 2019 (995,500 ) Total options exercised under 2014 Plan (1,118,333 ) Total shares issued pursuant to the 2014 Plan (375,000 ) Awards available for issuance under the 2014 Plan, December 31, 2019 11,167 Awards issued under the 2018 Plan as of December 31, 2019 are summarized below: 2019 Total Shares available for issuance pursuant to the 2018 Plan, prior to amendment 2,500,000 Options outstanding, December 31 2019 (281,500 ) Total options exercised under 2018 Plan - Total shares issued pursuant to the 2018 Plan (9,500 ) Awards available for issuance under the 2018 Plan, December 31, 2019 2,209,000 2019 2018 Expected volatility 87.8%-92.7 % 72.91%-90.81 % Expected dividends None None Expected term 2-5 years 2.5 years Risk-free rate 1.64 % 1.64 % The table below summarizes all the options granted by the Company during years ended December 31, 2019 and 2018: Options Shares Weighted- Weighted- Average Remaining Contractual Term Weighted- Outstanding at January 1, 2018 2,622,000 $ .99 $ .32 Granted 386,500 $ 3.21 $ 1.91 Exercised (1,068,333 ) $ .67 $ .12 Forfeited or expired (124,667 ) $ .76 $ .16 Outstanding at December 31, 2018 1,815,500 $ 1.66 2.65 years $ .78 Vested and exercisable at December 31 2018 1,393,831 $ 1.39 2.22 years Outstanding at January 1, 2019 1,815,500 $ 1.66 2.65 years $ .78 Granted 1,380,000 $ 3.25 $ 2.18 Exercised (667,500 ) $ .72 $ .16 Forfeited or expired (11,667 ) $ 3.05 $ 1.63 Outstanding at December 31, 2019 2,516,333 $ 2.78 3.81 years $ 1.71 Vested and exercisable at December 31, 2019 1,346,333 $ 2.35 3.25 years $ 1.32 Share-based payment expense to officers, directors and employees and the years ended December 31, 2019 and 2018 was approximately $2,223,100 and $901,900, respectively. Expense related to issuance of shares, options and warrants to consultants for the years ended December 31, 2019 and 2018 was approximately $267,400 and $501,800, respectively. |
Stock Purchase Warrants
Stock Purchase Warrants | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | ||
STOCK PURCHASE WARRANTS | 11. STOCK PURCHASE WARRANTS A summary of the status of the Company’s outstanding stock purchase warrants as of March 31, 2020 is as follows: Warrants Weighted - Average Exercise Outstanding at December 31, 2019 3,697,686 $ 3.25 Issued - Exercised (191,235 ) $ 2.75 Forfeited (250,000 ) 5.75 Outstanding at March 31, 2020 3,256,451 $ 3.08 | 10 . STOCK PURCHASE WARRANTS A summary of the status of the Company's outstanding stock warrants as of December 31, 2019 is as follows: Weighted Average Exercise Outstanding January 1, 2018 3,605,728 $ 1.84 Granted/issued 1,916,500 $ 1.01 Exercised (2,242,728 ) $ 1.16 Forfeited - Outstanding December 31, 2018 3,279,500 $ 1.94 Granted/issued 2,061,629 $ 3.50 Exercised (1,643,610 ) $ .79 Forfeited - Outstanding December 31, 2019 3,697,519 $ 3.25 |
Earnings Per Share
Earnings Per Share | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
EARNINGS PER SHARE | 12. EARNINGS PER SHARE Potentially dilutive securities, issued by the Company, were comprised of the following: March 31, 2020 March 31, 2019 Stock purchase warrants 3,256,451 3,279,500 Convertible debt warrants 112,500 363,750 Options 2,109,170 1,775,500 Total 5,478,121 5,418,750 The following table sets forth the composition of the weighted average shares (denominator) used in the basic and dilutive earnings per share computation for the three months ended March 31, 2020 and 2019. Potentially dilutive securities were not included in the computation of diluted loss per share for the three months ended March 31, 2020, because to do so would have been anti-dilutive. Therefore, basic loss per share is the same as diluted loss per share. Three months ended March 31, March 31, Net income (loss) $ (2,093,518 ) $ 229,421 Weighted average shares outstanding, basic 37,823,304 28,437,132 Effect of dilutive common stock equivalents - 5,418,750 Adjusted weighted average shares outstanding, dilutive 37,823,304 33,855,882 Basic income (loss) per shares $ (.055 ) $ .01 Dilutive income (loss) per share $ (.055 ) $ .01 | 12. EARNINGS PER SHARE Basic net income (loss) per share is computed by dividing net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding. Diluted net income (loss) per share is computed by dividing net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding plus the number of common shares that would be issued assuming exercise or conversion of all potentially dilutive common shares. Potentially dilutive securities are excluded from the calculation when their effect would be antidilutive. For the year ended December 31, 2018 all potentially dilutive securities have been excluded from the diluted share calculations as they were anti-dilutive as a result of the net loss incurred. Accordingly, basic shares equal diluted shares for the year ended December 31, 2018. Potentially dilutive securities were comprised of the following: December 31, December 31, Warrants 3,697,519 3,279,500 Convertible debt warrants 131,250 536,250 Options 2,516,333 1,815,500 Total 6,345,102 5,631,250 The following table sets forth the composition of the weighted average shares (denominator) used in the basic and dilutive earnings per share computation for the years ended December 31, 2019 and 2018. December 31, December 31, Net income (loss) $ 1,878,804 $ (5,073,755 ) Weighted average shares outstanding, basic 32,883,594 23,492,650 Effect of dilutive common stock equivalents 6,345,102 - Adjusted weighted average shares outstanding, dilutive 39,228,696 23,492,650 Basic net income (loss) per share $ .06 $ (.22 ) Dilutive net income (loss) per share $ .05 $ (.22 ) |
Acquisitions
Acquisitions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Business Combinations [Abstract] | ||
ACQUISITIONS | 13. ACQUISITIONS The Company is the largest chain of hydroponic garden centers in North America and is a leading marketer and distributor of nutrients, growing media, advanced indoor and greenhouse lighting, ventilation systems and accessories for hydroponic gardening. Our acquisition strategy is to acquire well established profitable hydroponic garden centers in markets where the Company does not have a market presence or in markets where it is increasing its market presence. The Company accounts for acquisitions in accordance with ASC 805 "Business Combinations." Assets acquired and liabilities assumed are recorded in the accompanying consolidated balance sheets at their estimated fair values, as of the acquisition date. For all acquisitions, the preliminary allocation of the purchase price was based upon a preliminary valuation, and the Company's estimates and assumptions are subject to change within the measurement period as valuations are finalized. The Company has not made any adjustments to the preliminary valuations. On February 26, 2020 we acquired certain assets of Health & Harvest LLC in a transaction valued at approximately $2.85 million. Acquired goodwill of approximately $1,750,600 represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. Cash consideration was funded from the Company's existing working capital. Transaction costs incurred in connection with this acquisition were not significant. The table below represents the allocation of the purchase price to the acquired net assets during the three months ended March 31, 2020. Health & Harvest LLC Inventory $ 1,052,500 Prepaids and other current assets - Furniture and equipment 50,000 Right to use asset 192,600 Lease liability (192,600 ) Goodwill 1,750,600 Total $ 2,852,500 The table below represents the consideration paid for the net assets acquired in business combinations. Health & Harvest LLC Cash $ 1,750,000 Common stock 1,102,500 Total $ 2,852,500 The following table discloses the date of the acquisitions noted above and the revenue and earnings included in the consolidated income statement from the date of acquisition to the period ended March 31, 2020. Health & Harvest LLC Acquisition date 2/26/2020 Revenue $ 559,340 Earnings $ 112,882 The following represents the pro forma consolidated income statement as if the acquisitions had been included in the consolidated results of the Company for the entire period for the three months ended March 31, 2019. Pro forma consolidated income statement: March 31, Revenue $ 1,365,700 Earnings $ 19,200 The table below represents the allocation of the preliminary purchase price to the acquired net assets during the three months ended March 31, 2019. Chlorophyll Reno Hydroponics Palm Springs Hydroponics Total Inventory $ 1,441,000 $ 238,000 $ 465,500 $ 2,144,500 Prepaids and other current assets 22,000 - 22,000 Furniture and equipment 100,000 25,000 25,000 150,000 Right to use asset 702,000 - 329,300 1,031,300 Lease liability (702,000 ) - (329,300 ) (1,031,300 ) Goodwill 2,596,100 516,300 554,000 3,666,400 Total $ 4,159,100 $ 779,300 $ 1,044,500 $ 5,982,900 The table below represents the consideration paid for the net assets acquired in business combinations for the period ended March 31, 2019. Chlorophyll Reno Hydroponics Palm Springs Hydroponics Total Cash $ 3,659,100 $ 525,000 $ 800,000 $ 4,984,100 Common stock 500,000 254,300 244,500 998,800 Total $ 4,159,100 $ 779,300 $ 1,044,500 $ 5,982,900 The following table discloses the date of the acquisitions noted above and the revenue and earnings included in the consolidated income statement from the date of acquisition to the period ended March 31, 2019. Chlorophyll Reno Hydroponics Palm Springs Hydroponics Total Acquisition date 1/21/2019 2/11/2019 2/7/2019 Revenue $ 3,450,600 $ 1,594,900 $ 121,500 $ 5,167,000 Earnings $ 613,000 $ 165,300 $ 5,800 $ 784,100 The following represents the proforma consolidated income statement as if the acquisitions had been included in the consolidated results of the Company for the entire period for the three months ended March 31, 2018. Pro forma consolidated income statement March 31, Revenue $ 2,088,200 Earnings $ 389,100 | 14. ACQUISITIONS The Company accounts for acquisitions in accordance with ASC 805 "Business Combinations." Assets acquired and liabilities assumed are recorded in the accompanying consolidated balance sheets at their estimated fair values, as of the acquisition date. For all acquisitions, the preliminary allocation of the purchase price was based upon a preliminary valuation, and the Company's estimates and assumptions are subject to change within the measurement period as valuations are finalized. The Company has not made any adjustments to the preliminary valuations. The table below represents the allocation of the preliminary purchase price to the acquired net assets during the year ended December 31, 2019. Grow Grand Green Chlorophyll Reno Palm Total Inventory $ 553,900 $ 1,453,100 $ 1,038,600 $ 1,441,000 $ 238,000 $ 465,500 $ 5,190,100 Prepaids and other current assets - 14,100 22,000 - 36,100 Furniture and equipment 35,000 50,000 100,000 100,000 25,000 25,000 335,000 Goodwill 696,900 2,376,900 2,305,900 2,596,100 516,300 554,000 9,046,100 Total $ 1,285,800 $ 3,880,000 $ 3,458,600 $ 4,159,100 $ 779,300 $ 1,044,500 $ 14,607,300 The table below represents the consideration paid for the net assets acquired in business combinations. Grow Grand Green Chlorophyll Reno Palm Total Cash $ 1,000,000 $ 2,350,000 $ 2,647,700 $ 3,659,100 $ 525,000 $ 800,000 $ 10,981,800 Common stock 285,800 1,530,000 810,900 500,000 254,300 244,500 3,625,500 Total $ 1,285,800 $ 3,880,000 $ 3,458,600 $ 4,159,100 $ 779,300 $ 1,044,500 $ 14,607,300 The following table discloses the date of the acquisitions noted above and the revenue and earnings included in the consolidated income statement from the date of acquisition to the period ended December 31, 2019. Grow Grand Green Chlorophyll Reno Palm Total Acquisition date 12/16/19 9/3/2019 5/14/2019 1/21/2019 2/11/2019 2/7/2019 Revenue $ 153,900 $ 2,412,700 $ 4,829,800 $ 6,030,500 $ 2,106,900 $ 3,075,300 $ 18,609,100 Earnings $ 6,400 $ 444,500 $ 998,700 $ 936,600 $ 366,742 $ 651,400 $ 3,404,342 The following represents the unaudited pro forma consolidated income statement as if the acquisitions had been included in the consolidated results of the Company for the year ended December 31, 2018. These unaudited pro forma results are presented for information purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred at the beginning of the earliest period presented, nor are they indicative of future results of operations. December 31, Revenue $ 59,650,900 Earnings $ (2,087,900 ) |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | 15. SUBSEQUENT EVENTS The Company has evaluated events and transaction occurring subsequent to March 31, 2020 up to the date of this filing of these consolidated financial statements. These statements contain all necessary adjustments and disclosures resulting from that evaluation. | 15. SUBSEQUENT EVENTS On February 26, 2020 the Company purchased the assets of Healthy Harvest LLC for $1,750,000 and 250,000 shares of the Company's common stock valued at $1,102,500. Healthy Harvest has been in business since 2011 and is the largest hydroponic operation in the Southeast region. On February 7, 2020, the Board approved the amendment and restatement of the 2018 Plan to increase the number of shares issuable thereunder from 2,500,000 to 5,000,000, which amendment is pending shareholder approval. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | 11. STOCKHOLDERS' EQUITY Common Stock The Company's current Certificate of Incorporation authorizes it to issue 100,000,000 shares of common stock, par value $0.001 per share. As of December 31, 2019, and 2018, there were 36,876,305 and 27,948,609 shares of common stock issued and outstanding, respectively. 2019 During the year ended December 31, 2019, the Company sold 4,123,254 shares of common stock for net proceeds of $12,643,634. During the year ended December 31, 2019, the Company issued 1,757,913 shares of common stock upon exercise of warrants resulting in proceeds to the Company of $1,299,899. During the year ended December 31, 2019, the Company issued 515,868 shares of common stock upon exercise of 667,500 options resulting in proceeds to the Company of $6,000. Of the total options exercised, 657,500 options we exercised in a cashless option exercise. During the year ended December 31, 2019, the Company issued 1,258,608 shares of common stock upon conversion of convertible debt and accrued interest. (See Note 7) During the year ended December 31, 2019, the Company issued 969,553 shares of common stock in connection with business combinations. (See Note 14) During the year ended December 31, 2019, the Company issued 152,500 shares of common stock to employees valued at $452,766, issued 100,000 shares of common stock to employees for accrued employee awards valued at $210,200 and 50,000 shares of common stock to consultants valued at $96,000. 2018 During the year ended December 31, 2018, the Company sold 3,333,333 shares of common stock for net proceeds of $9,959,877. During the year ended December 31, 2018, the Company issued 3,076,461 shares of common stock upon exercise of 3,056,478 warrants resulting in proceeds to the Company of $2,593,694. During the year ended December 31, 2018, the Company issued 995,186 shares of common stock upon exercise of 1,068,333 options resulting in proceeds to the Company of $321,701. During the year ended December 31, 2018, the Company issued 2,013,294 shares of common stock upon conversion of convertible debt and accrued interest. (See Note 7) During the year ended December 31, 2018, the Company issued 1,550,000 shares of common stock in connection with business combinations. (See Note 14) During the year ended December 31, 2018, the Company issued 123,500 shares of common stock to employees valued at $463,922 and issued 10,000 shares of common stock to consultants valued at $45,001. |
Vendor Concentrations
Vendor Concentrations | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
VENDOR CONCENTRATIONS | 13. VENDOR CONCENTRATIONS As of December 31, 2019, and 2018, two suppliers represent 51% and 56% of our purchases, respectively. Although the Company expects to maintain relationships with these vendors, the loss of either supplier would not have a material adverse impact on our business, because both suppliers provide the same products. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated interim financial statements include our accounts and those of our wholly-owned subsidiaries, and reflect all adjustments which are necessary for a fair statement of the financial position, results of operations, and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Such unaudited condensed consolidated interim financial statements have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. All significant intercompany balances and transactions are eliminated in consolidation. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The year-end condensed balance sheet data was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. | Basis of Presentation and Consolidation The financial statements are prepared under the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 105-10, Generally Accepted Accounting Principles The consolidated financial statements include the Company and its wholly-owned subsidiaries. All intercompany balances and transactions are eliminated in consolidation. |
Reclassifications | Reclassifications Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported consolidated net income (loss). | |
Use of Estimates | Use of Estimates Management uses estimates and assumptions in preparing these financial statements in accordance with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported revenues and expenses during the reporting period. Actual results could vary from the estimates that were used. Additionally, the full impact of COVID-19 is unknown and cannot be reasonably estimated. However, we have made appropriate accounting estimates based on the facts and circumstances available as of the reporting date. To the extent there are differences between these estimates and actual results, our consolidated financial statements may be materially affected. As we continue to monitor the COVID-19 situation, the Company is considered an "essential" supplier to the agricultural industry, suppling the nutrients and nourishment required to feed their plants. The Company has been opened during this difficult time. We have plans and procedures in place to ensure our customers and employees stay safe during this time of uncertainty. As a result of COVID-19 we reduced some hours of operations at the store level and some stores were closed on the weekends, primarily in the later part of the first quarter of 2020. There have been some minor delays in vendor shipments as their warehouses and supply chain were affected by staffing shortages. The Company successfully implemented a will call and curb side pick-up process that is working well. Other than what has been disclosed above, we have not experienced adverse effects from COVID-19. | Use of Estimates Management uses estimates and assumptions in preparing these consolidated financial statements in accordance with generally accepted accounting principles. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported revenues and expenses during the reporting period. Actual results could vary from the estimates that were used. |
Segment Reporting | Segment Reporting Management makes significant operating decisions based upon the analysis of the entire Company and financial performance is evaluated on a company-wide basis. Accordingly, the various products sold are aggregated into one reportable operating segment as under guidance in the Financial Accounting Standards Board (the "FASB") Accounting Standards Codification ("ASC or codification") Topic 280 for segment reporting. | |
Vendor Allowances | Vendor Allowances Vendor allowances primarily consist of volume rebates that are earned as a result of attaining certain purchase levels. These vendor allowances are accrued as earned, with those allowances received as a result of attaining certain purchase levels accrued over the incentive period based on estimates of purchases. Volume rebates, when earned, are recorded as a reduction in Cost of Sales. | |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company's cash equivalents are carried at fair market value and consist primarily of money market funds. | |
Leases | Leases We assess whether an arrangement is a lease at inception. Leases with an initial term of 12 months or less are not recorded on the balance sheet. We have elected the practical expedient to not separate lease and non-lease components for all assets. Operating lease assets and operating lease liabilities are calculated based on the present value of the future minimum lease payments over the lease term at the lease start date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease start date in determining the present value of future payments. The operating lease asset is increased by any lease payments made at or before the lease start date and reduced by lease incentives and initial direct costs incurred. The lease term includes options to renew or terminate the lease when it is reasonably certain that we will exercise that option. The exercise of lease renewal options is at our sole discretion. The depreciable life of lease assets and leasehold improvements are limited by the lease term. Lease expense for operating leases is recognized on a straight-line basis over the lease term. | Leases We assess whether an arrangement is a lease at inception. Leases with an initial term of 12 months or less are not recorded on the balance sheet. We have elected the practical expedient to not separate lease and non-lease components for all assets. Operating lease assets and operating lease liabilities are calculated based on the present value of the future minimum lease payments over the lease term at the lease start date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease start date in determining the present value of future payments. The operating lease asset is increased by any lease payments made at or before the lease start date and reduced by lease incentives and initial direct costs incurred. The lease term includes options to renew or terminate the lease when it is reasonably certain that we will exercise that option. The exercise of lease renewal options is at our sole discretion. The depreciable life of lease assets and leasehold improvements are limited by the lease term. Lease expense for operating leases is recognized on a straight-line basis over the lease term. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of certain of our financial instruments including cash and cash equivalents, accounts receivable, prepaid assets, employee advances, accounts payable, customer deposits, payroll and payroll tax liabilities, sales tax payable and notes payable approximate their carrying amounts because of the short-term maturity of these instruments. | |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is provided for the amount of deferred tax assets that would otherwise be recorded for income tax benefits primarily relating to operating loss carryforwards as realization cannot be determined to be more likely than no The Company adopted the provisions of FASB ASC 740-10-25, which prescribes a recognition threshold and measurement attribute for the recognition and measurement of tax positions taken or expected to be taken in income tax returns. FASB ASC 740-10-25 also provides guidance on recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions. The Company's tax returns are subject to tax examinations by U.S. federal and state authorities until their respective statute of limitation. Currently, the 2019, 2018 and 2017 tax years are open and subject to examination by taxing authorities. However, the Company is not currently under audit nor has the Company been contacted by any of the taxing authorities. The Company does not have any accrual for uncertain tax positions as of March 31, 2020. There is no income tax provision, and as such no effective tax rate ("ETR"), in the accompanying condensed consolidated statement of operations due to the cumulative operating losses that indicate a 100% valuation allowance for the deferred tax assets and state income taxes is appropriate. | Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes, which requires the recognition of deferred income taxes for differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate principally to depreciation of property and equipment, reserve for obsolete inventory and bad debt. Deferred tax assets and liabilities represent the future tax consequence for those differences, which will either be deductible or taxable when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. Valuation allowances are established to reduce deferred tax assets to the amount expected to be realized. The Company adopted the provisions of FASB ASC 740-10-25, which prescribes a recognition threshold and measurement attribute for the recognition and measurement of tax positions taken or expected to be taken in income tax returns. FASB ASC 740-10-25 also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions. The Company's tax returns are subject to tax examinations by U.S. federal and state authorities until respective statute of limitation. Currently, the 2018, 2017, and 2016 tax years are open and subject to examination by taxing authorities. However, the Company is not currently under audit nor has the Company been contacted by any of the taxing authorities. The Company does not have any accruals for uncertain tax positions as of December 31, 2019. It is not anticipated that unrecognized tax benefits would significantly increase or decrease within 12 months of the reporting date. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue, net of estimated returns and sales tax, at the time the customer takes possession of merchandise or receives services at which point, the performance obligation is satisfied. Sales and other taxes collected concurrent with revenue producing activities are excluded from revenue. In the normal course of business, the Company does not accept product returns unless the item is defective as manufactured. The Company monitors provisions for estimated returns. Payment for goods and services sold by the Company is typically due upon satisfaction of the performance obligations. Under certain circumstances, the Company does provide goods and services to customers on a credit basis (see Accounts Receivable | Revenue Recognition The Company recognizes revenue, net of estimated returns and sales tax, at the time the customer takes possession of merchandise or receives services. When the Company receives payment from customers before the customer has taken possession of the merchandise or the service has been performed, the amount received is recorded as Deferred Revenue in the accompanying Consolidated Balance Sheets until the sale or service is complete. |
Accounts Receivable | Accounts Receivable Accounts receivable are stated at the amount the Company expects to collect from balances outstanding at year-end, based on the Company's assessment of the credit history with customers having outstanding balances and current relationships with them. A reserve for uncollectable receivables is established when collection of amounts due is deemed improbable. Indicators of improbable collection include client bankruptcy, client litigation, client cash flow difficulties or ongoing service or billing disputes. Credit is generally extended on a short-term basis thus receivables do not bear interest. At March 31, 2020 and December 31, 2019, the Company established an allowance for doubtful accounts of $291,372, respectively. | Accounts Receivable Accounts receivable are stated at the amount the Company expects to collect from balances outstanding at year-end, based on the Company's assessment of the credit history with customers having outstanding balances and current relationships with them. A reserve for uncollectable receivables is established when collection of amounts due is deemed improbable. Indicators of improbable collection include client bankruptcy, client litigation, client cash flow difficulties or ongoing service or billing disputes. Credit is generally extended on a short-term basis thus receivables do not bear interest. At December 31, 2019 and 2018, the Company established an allowance for doubtful accounts of $291,372 and $133,288, respectively. |
Inventory | Inventory Inventory consists primarily of gardening supplies and materials and is recorded at the lower of cost (first-in, first-out method) or market. The Company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold. | Inventory Inventory consists primarily of gardening supplies and materials and is recorded at the lower of cost (first-in, first-out method) or market. The company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost. Leasehold Improvements are amortized using the straight-line method over the original term of the lease or the useful life of the improvement, whichever is shorter. Renewals and betterment that materially extend the life of the asset are capitalized. Expenditures for maintenance and repairs are charged against operations. Depreciation of property and equipment is provided on the straight-line method for financial reporting purposes at rates based on the following estimated useful lives: Estimated Lives Vehicle 5 years Furniture and fixtures 5-7 years Computers and equipment 3-5 years Leasehold improvements 10 years not to exceed lease term | Property and Equipment Property and equipment are carried at cost. Leasehold Improvements are amortized using the straight-line method over the original term of the lease or the useful life of the improvement, whichever is shorter. Renewals and betterment that materially extend the life of the asset are capitalized. Expenditures for maintenance and repairs are charged against operations. Depreciation of property and equipment is provided on the straight-line method for financial reporting purposes at rates based on the following estimated useful lives: Estimated Lives Vehicle 5 years Furniture and fixtures 5-7 years Computers and equipment 3-5 years Leasehold improvements 10 years not to exceed lease term |
Concentration of Risk | Concentration of Risk Financial instruments that potentially expose us to concentrations of risk consist primarily of cash and cash equivalents and accounts receivable, which are generally not collateralized. Our policy is to place our cash and cash equivalents with high quality financial institutions, in order to limit the amount of credit exposure. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (FDIC), up to $250,000. At December 31, 2019 and 2018, the Company had $11,229,444 and $12,962,958, respectively, in excess of the FDIC insurance limit. The Company generally does not require collateral from its customers, but its credit extension and collection policies include analyzing the financial condition of potential customers, establishing credit limits, monitoring payments, and aggressively pursuing delinquent accounts. The Company maintains allowance for potential credit losses. | |
Advertising | Advertising The Company expenses advertising and promotional costs when incurred. Advertising and promotional expenses for the years ended December 31, 2019 and 2018 amounted to $736,656 and $269,550, respectively. | |
Goodwill | Goodwill Goodwill represents the excess of purchase price over the fair value of net assets. The Company accounts for goodwill in accordance with the provisions of FASB Accounting Standards Update (ASU) 2014-02, Intangibles – Goodwill and Other (Topic 350) Accounting for Goodwill. In accordance with FASB ASC Topic 350 for Intangibles – Goodwill and Other, goodwill is not amortized but is reviewed for potential impairment on an annual basis, or if events or circumstances indicate a potential impairment, at the reporting unit level. The Company's review for impairment includes an assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value, including goodwill. If it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, including goodwill, the first step of the two-step quantitative goodwill impairment test is performed, which compares the fair value of the reporting unit with its´ carrying amounts, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. However, if the carrying amount of the reporting unit exceeds its fair value, additional procedures must be performed. That additional procedure compares the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. An impairment loss is recorded to the extent that the carrying amount of goodwill exceeds its implied fair value. | Goodwill Goodwill represents the excess of purchase price over the fair value of net assets. The Company accounts for goodwill in accordance with the provisions of FASB Accounting Standards Update (ASU) 2014-02, Intangibles – Goodwill and Other (Topic 350) Accounting for Goodwill. In accordance with FASB ASC Topic 350 for Intangibles – Goodwill and Other, goodwill is not amortized but is reviewed for potential impairment on an annual basis, or if events or circumstances indicate a potential impairment, at the reporting unit level. The Company's review for impairment includes an assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its´ carrying value, including goodwill. If it is determined that it is more likely than not that the fair value of a reporting unit is less than its´ carrying value, including goodwill, the first step of the two-step quantitative goodwill impairment test is performed, which compares the fair value of the reporting unit with its´ carrying amounts, including goodwill. If the fair value of the reporting unit exceeds its´ carrying amount, goodwill of the reporting unit is considered not impaired. However, if the carrying amount of the reporting unit exceeds its fair value, additional procedures must be performed. That additional procedure compares the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. An impairment loss is recorded to the extent that the carrying amount of goodwill exceeds its implied fair value. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The Company computes net earnings (loss) per share under Accounting Standards Codification subtopic 260-10, "Earnings Per Share" ("ASC 260-10"). Basic earnings or loss per share ("EPS") is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income (loss) by the weighted-average of all potentially dilutive shares of common stock that were outstanding during the periods presented. The treasury stock method is used in calculating diluted EPS for potentially dilutive stock options and share purchase warrants, which assumes that any proceeds received from the exercise of in-the-money stock options and share purchase warrants, would be used to purchase common shares at the average market price for the period. | |
Stock Based Compensation | Stock Based Compensation The Company records stock-based compensation in accordance with FASB ASC Topic 718, Compensation-Stock Compensation The Black-Scholes option pricing model requires subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. The expected term of options granted is derived from historical data on employee exercises and post-vesting employment termination behavior. The risk-free rate selected to value any particular grant is based on the U.S. Treasury rate that corresponds to the expected life of the grant effective as of the date of the grant. The expected volatility is based on the historical volatility of the Company's stock price. These factors could change in the future, affecting the determination of stock-based compensation expense in future periods. | Stock Based Compensation The Company records stock-based compensation in accordance with FASB ASC Topic 718, Compensation-Stock Compensation The Black-Scholes option pricing model requires subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. The expected term of options granted is derived from historical data on employee exercises and post-vesting employment termination behavior. The risk-free rate selected to value any particular grant is based on the U.S. Treasury rate that corresponds to the expected life of the grant effective as of the date of the grant. The expected volatility is based on the historical volatility of the Company's stock price. These factors could change in the future, affecting the determination of stock-based compensation expense in future periods. |
New Accounting Pronouncements | New Accounting Pronouncements As an emerging growth company, the Company is permitted to delay the adoption of new or revised accounting standards until such time as those standards apply to private companies. The Company has chosen to take advantage of the extended transition period for complying with new or revised accounting standards. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Schedule of useful lives for property and equipment | Estimated Lives Vehicle 5 years Furniture and fixtures 5-7 years Computers and equipment 3-5 years Leasehold improvements 10 years not to exceed lease term | Estimated Lives Vehicle 5 years Furniture and fixtures 5-7 years Computers and equipment 3-5 years Leasehold improvements 10 years not to exceed lease term |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue Recognition [Abstract] | |
Schedule of disaggregation of revenues | Three Months Three Months Sales at company owned stores $ 31,036,819 $ 12,405,923 E-commerce sales 1,944,687 681,299 Total Revenues $ 32,981,506 $ 13,087,222 |
Schedule of customer trade receivables and customer deposit liability | Receivables Customer Deposit Liability Opening balance, 1/1/2020 $ 4,455,209 $ 2,503,785 Closing balance, 3/31/2020 4,575,300 3,554,469 Increase (decrease) $ 120,091 $ 1,050,684 Opening balance, 1/1/2019 $ 862,397 $ 516,038 Closing balance, 3/31/2019 1,077,706 697,582 Increase (decrease) $ 215,309 $ 181,544 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of property and equipment | March 31, December 31, Vehicles $ 840,354 $ 702,447 Leasehold improvements 1,205,530 884,685 Furniture, fixtures and equipment 3,532,019 3,305,323 5,577,903 4,892,455 (Accumulated depreciation) (1,866,424 ) (1,551,839 ) Property and Equipment, net $ 3,711,479 $ 3,340,616 | December 31, 2019 2018 Vehicle $ 1,148,993 $ 535,857 Leasehold improvements 884,685 441,725 Furniture, fixtures and equipment 2,858,777 1,417,061 4,892,455 2,394,643 Accumulated depreciation and amortization (1,551,839 ) (573,822 ) Property and equipment, net $ 3,340,616 $ 1,820,821 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of consolidated provision for income taxes | Year Ended Year Ended December 31, December 31, Income Tax Expense (benefit) Current federal tax expense Federal $ 479,000 $ -0- State -0- -0- Deferred tax (benefit) Federal $ (479,000 ) $ -0- State -0- -0- Total $ -0- $ -0- |
Schedule of deferred tax assets and liabilities | Year Ended Year Ended December 31, December 31, Deferred tax assets: Net operating losses 1,033,300 $ 2,165,100 Deferred right to use lease liabilities 1,671,700 - Stock based compensation 354,800 663,300 Amortization of debt discount - 346,400 Accruals, reserves and other 160,200 66,100 3,220,000 3,240,900 Deferred tax liabilities: Deferred right to use lease assets 1,678,300 - Accumulated depreciation and amortization $ 360,000 $ 358,000 2,038,300 358,000 Gross deferred tax asset 1,181,700 2,882,900 Valuation Allowance (1,181,700 ) (2,882,900 ) Deferred tax asset (liability), net $ 0 $ -0 |
Schedule of U.S. Federal statutory income tax rate | Years Ended December 31, 2019 2018 Federal statutory tax rate 21 % 21 % State and local income taxes (net of federal tax benefit) - - 21 % 21 Valuation allowance (21 ) (21 ) 0 % 0 % |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets [Abstract] | |
Schedule of goodwill | March 31, December 31, Balance, beginning of year $ 17,798,932 $ 8,752,909 Goodwill additions 1,851,438 9,046,023 Impairments - - Balance, end of year $ 19,650,370 $ 17,798,932 |
Schedule of intangible assets | March 31, 2020 December 31, 2019 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Patents and trademarks $ 100,000 $ - $ 100,000 $ - Capitalized software 494,265 29,594 135,030 1,750 $ 594,265 $ 29,594 $ 235,030 $ 1,750 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Schedule of long-term debt | March 31, December 31, 2020 2019 Long term debt is as follows: Wells Fargo Equipment Finance, interest at 3.5% per annum, payable in monthly installments of $518.96 beginning April 2016 through March 2021, secured by warehouse equipment with a book value of $25,437 $ 4,752 $ 7,109 Notes payable issued in connection with seller financing of assets acquired, interest at 1%, payable in 24 installments of $24,996, due February 2020 - 24,997 Notes payable issued in connection with seller financing of assets acquired, interest at 8.125%, payable in 60 installments of $8,440, due August 2023 308,944 320,204 $ 313,696 $ 352,310 Less Current Maturities (82,876 ) (110,231 ) Total Long-Term Debt $ 230,820 $ 242,079 | December 31, 2019 2018 Long term debt is as follows: Hitachi Capital, interest at 8.0% per annum, payable in monthly installments of $631.13 beginning September 2015 through August 2019, secured by delivery equipment with a book value of $24,910 - 3,211 Wells Fargo Equipment Finance, interest at 3.5% per annum, payable in monthly installments of $518.96 beginning April 2016 through March 2021, secured by warehouse equipment with a book value of $25,437 7,109 12,976 Notes payable issued in connection with seller financing of assets acquired, interest at 1%, payable in 24 installments of $24,996, due February 2020 24,997 350,000 Notes payable issued in connection with seller financing of assets acquired, interest at 1%, payable in 12 installments of $6,003, due September 2019 - 54,000 Notes payable issued in connection with seller financing of assets acquired, interest at 8.125%, payable in 60 installments of $8,440, due August 2023 320,204 392,252 $ 352,310 $ 812,439 Less Current Maturities (110,231 ) (436,813 ) Total Long-Term Debt $ 242,079 $ 375,626 |
Schedule of expected debt maturities | Debt maturities as of December 31, 2019 are as follows: 2020 $ 110,231 2021 84,714 2022 91,860 2023 65,505 $ 352,310 |
Leases (Tables)
Leases (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Schedule of lease balances within our condensed consolidated balance sheet | March 31, December 31, Right to use assets, operating lease assets $ 7,240,673 $ 7,628,591 Current lease liability $ 1,893,594 $ 1,836,700 Non-current lease liability 5,484,090 5,807,266 $ 7,377,684 $ 7,643,966 | December 31, 2019 Right to use assets, operating lease assets $ 7,628,591 Current lease liability $ 1,836,700 Non-current lease liability 5,807,266 $ 7,643,966 |
Schedule of other information related to leases | March 31, March 31, Weighted average remaining lease term 3.24 years 3.5 years Weighted average discount rate 7.6 % 7.6 % | December 31, 2019 Weighted average remaining lease term 3.9 years Weighted average discount rate 7.6 % Operating lease assets obtained for operating lease liabilities $ 3,050,164 |
Schedule of operating lease assets | March 31, March 31, Operating lease costs $ 924,583 $ 423,973 Short-term lease costs 16,053 5,735 Total operating lease costs $ 940,636 $ 429,708 | |
Schedule of future minimum rental payments | 2020 (remainder of the year) $ 1,930,342 2021 2,597,468 2022 2,150,123 2023 1,608,229 2024 813,984 Thereafter 1,433,499 Total lease payments 10,533,645 Less: Imputed interest (3,155,961 ) Lease Liability at March 31, 2020 $ 7,377,684 | Maturities of lease liabilities 2020 $ 2,496,070 2021 2,525,468 2022 2,078,123 2023 1,596,229, 2024 813,984 2025 654,160 2026 352,955 2027 152,637 Total lease payments 10,669,626 Less: Imputed interest (3,025,660 ) Lease Liability at December 31, 2019 $ 7,643,966 |
Convertible Debt (Tables)
Convertible Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of convertible debt | December 31, 2019 2018 Convertible debt $ - $ 3,075,000 Remaining unamortized debt discount and debt issue costs - (1,030,887 Convertible debt, net of debt discount and debt issue costs $ - $ 2,044,113 |
Share Based Payments and Stoc_2
Share Based Payments and Stock Options (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Schedule of share-based payment expense and new shares issued | Three Months Ended 2020 2019 Total non-cash share-based compensation $ 4,115,068 $ 80,278 | 2019 2018 Expected volatility 87.8%-92.7 % 72.91%-90.81 % Expected dividends None None Expected term 2-5 years 2.5 years Risk-free rate 1.64 % 1.64 % |
Schedule of awards issued | 2020 Total shares available for issuance pursuant to the 2014 Plan 2,500,000 Options outstanding, March 31, 2020 (224,000 ) Total options exercised under 2014 Plan (1,889,833 ) Total shares issued pursuant to the 2014 Plan (375,000 ) Awards available for issuance under the 2014 Plan, March 31, 2020 11,167 2020 Total shares available for issuance pursuant to the 2018 Plan, after amendment 5,000,000 Options outstanding, March 31, 2020 (1,618,500 ) Total options exercised under 2018 Plan (31,333 ) Total shares issued pursuant to the 2018 Plan (69,750 ) Awards available for issuance under the 2018 Plan, March 31, 2020 3,280,417 | |
Schedule of stock options | Options Shares Weight - Average Exercise Weighted - Average Remaining Contractual Term Weighted - Average Grant Date Fair Value Outstanding at December 31, 2019 1,916,333 $ 2.78 3.81 years $ 1.71 Granted 607,500 3.92 $ 2.29 Exercised (414,663 ) $ 1.83 $ .85 Forfeited or expired - Outstanding at March 31, 2020 2,109,170 $ 2.97 3.01 years $ 1.88 Options vested at March 31, 2020 1,210,837 $ 2.74 2.68 years $ 1.66 | 2019 Awards issued under the 2014 Plan as of December 31, 2019 are summarized below: Total Shares available for issuance pursuant to the 2014 Plan 2,500,000 Options outstanding, December 31 2019 (995,500 ) Total options exercised under 2014 Plan (1,118,333 ) Total shares issued pursuant to the 2014 Plan (375,000 ) Awards available for issuance under the 2014 Plan, December 31, 2019 11,167 2019 Total Shares available for issuance pursuant to the 2018 Plan, prior to amendment 2,500,000 Options outstanding, December 31 2019 (281,500 ) Total options exercised under 2018 Plan - Total shares issued pursuant to the 2018 Plan (9,500 ) Awards available for issuance under the 2018 Plan, December 31, 2019 2,209,000 |
Schedule of option outstanding | Options Shares Weighted- Weighted- Average Remaining Contractual Term Weighted- Outstanding at January 1, 2018 2,622,000 $ .99 $ .32 Granted 386,500 $ 3.21 $ 1.91 Exercised (1,068,333 ) $ .67 $ .12 Forfeited or expired (124,667 ) $ .76 $ .16 Outstanding at December 31, 2018 1,815,500 $ 1.66 2.65 years $ .78 Vested and exercisable at December 31 2018 1,393,831 $ 1.39 2.22 years Outstanding at January 1, 2019 1,815,500 $ 1.66 2.65 years $ .78 Granted 1,380,000 $ 3.25 $ 2.18 Exercised (667,500 ) $ .72 $ .16 Forfeited or expired (11,667 ) $ 3.05 $ 1.63 Outstanding at December 31, 2019 2,516,333 $ 2.78 3.81 years $ 1.71 Vested and exercisable at December 31, 2019 1,346,333 $ 2.35 3.25 years $ 1.32 |
Stock Purchase Warrants (Tables
Stock Purchase Warrants (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Schedule of outstanding stock warrants | Warrants Weighted - Average Exercise Outstanding at December 31, 2019 3,697,686 $ 3.25 Issued - Exercised (191,235 ) $ 2.75 Forfeited (250,000 ) 5.75 Outstanding at March 31, 2020 3,256,451 $ 3.08 | Weighted Average Exercise Outstanding January 1, 2018 3,605,728 $ 1.84 Granted/issued 1,916,500 $ 1.01 Exercised (2,242,728 ) $ 1.16 Forfeited - Outstanding December 31, 2018 3,279,500 $ 1.94 Granted/issued 2,061,629 $ 3.50 Exercised (1,643,610 ) $ .79 Forfeited - Outstanding December 31, 2019 3,697,519 $ 3.25 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Schedule of potentially dilutive securities | March 31, 2020 March 31, 2019 Stock purchase warrants 3,256,451 3,279,500 Convertible debt warrants 112,500 363,750 Options 2,109,170 1,775,500 Total 5,478,121 5,418,750 | December 31, December 31, Warrants 3,697,519 3,279,500 Convertible debt warrants 131,250 536,250 Options 2,516,333 1,815,500 Total 6,345,102 5,631,250 |
Schedule of weighted average shares basic and dilutive earnings per share | Three months ended March 31, March 31, Net income (loss) $ (2,093,518 ) $ 229,421 Weighted average shares outstanding, basic 37,823,304 28,437,132 Effect of dilutive common stock equivalents - 5,418,750 Adjusted weighted average shares outstanding, dilutive 37,823,304 33,855,882 Basic income (loss) per shares $ (.055 ) $ .01 Dilutive income (loss) per share $ (.055 ) $ .01 | December 31, December 31, Net income (loss) $ 1,878,804 $ (5,073,755 ) Weighted average shares outstanding, basic 32,883,594 23,492,650 Effect of dilutive common stock equivalents 6,345,102 - Adjusted weighted average shares outstanding, dilutive 39,228,696 23,492,650 Basic net income (loss) per share $ .06 $ (.22 ) Dilutive net income (loss) per share $ .05 $ (.22 ) |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Business Combinations [Abstract] | ||
Schedule of purchase price | Health & Harvest LLC Inventory $ 1,052,500 Prepaids and other current assets - Furniture and equipment 50,000 Right to use asset 192,600 Lease liability (192,600 ) Goodwill 1,750,600 Total $ 2,852,500 Health & Harvest LLC Cash $ 1,750,000 Common stock 1,102,500 Total $ 2,852,500 Chlorophyll Reno Hydroponics Palm Springs Hydroponics Total Inventory $ 1,441,000 $ 238,000 $ 465,500 $ 2,144,500 Prepaids and other current assets 22,000 - 22,000 Furniture and equipment 100,000 25,000 25,000 150,000 Right to use asset 702,000 - 329,300 1,031,300 Lease liability (702,000 ) - (329,300 ) (1,031,300 ) Goodwill 2,596,100 516,300 554,000 3,666,400 Total $ 4,159,100 $ 779,300 $ 1,044,500 $ 5,982,900 Chlorophyll Reno Hydroponics Palm Springs Hydroponics Total Cash $ 3,659,100 $ 525,000 $ 800,000 $ 4,984,100 Common stock 500,000 254,300 244,500 998,800 Total $ 4,159,100 $ 779,300 $ 1,044,500 $ 5,982,900 | Grow Grand Green Chlorophyll Reno Palm Total Inventory $ 553,900 $ 1,453,100 $ 1,038,600 $ 1,441,000 $ 238,000 $ 465,500 $ 5,190,100 Prepaids and other current assets - 14,100 22,000 - 36,100 Furniture and equipment 35,000 50,000 100,000 100,000 25,000 25,000 335,000 Goodwill 696,900 2,376,900 2,305,900 2,596,100 516,300 554,000 9,046,100 Total $ 1,285,800 $ 3,880,000 $ 3,458,600 $ 4,159,100 $ 779,300 $ 1,044,500 $ 14,607,300 Grow Grand Green Chlorophyll Reno Palm Total Cash $ 1,000,000 $ 2,350,000 $ 2,647,700 $ 3,659,100 $ 525,000 $ 800,000 $ 10,981,800 Common stock 285,800 1,530,000 810,900 500,000 254,300 244,500 3,625,500 Total $ 1,285,800 $ 3,880,000 $ 3,458,600 $ 4,159,100 $ 779,300 $ 1,044,500 $ 14,607,300 |
Schedule of revenue and earnings included in consolidated income statement | Health & Harvest LLC Acquisition date 2/26/2020 Revenue $ 559,340 Earnings $ 112,882 Chlorophyll Reno Hydroponics Palm Springs Hydroponics Total Acquisition date 1/21/2019 2/11/2019 2/7/2019 Revenue $ 3,450,600 $ 1,594,900 $ 121,500 $ 5,167,000 Earnings $ 613,000 $ 165,300 $ 5,800 $ 784,100 | Grow Grand Green Chlorophyll Reno Palm Total Acquisition date 12/16/19 9/3/2019 5/14/2019 1/21/2019 2/11/2019 2/7/2019 Revenue $ 153,900 $ 2,412,700 $ 4,829,800 $ 6,030,500 $ 2,106,900 $ 3,075,300 $ 18,609,100 Earnings $ 6,400 $ 444,500 $ 998,700 $ 936,600 $ 366,742 $ 651,400 $ 3,404,342 |
Schedule of proforma consolidated income statement | March 31, Revenue $ 1,365,700 Earnings $ 19,200 March 31, Revenue $ 2,088,200 Earnings $ 389,100 | December 31, Revenue $ 59,650,900 Earnings $ (2,087,900 ) |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Vehicle [Member] | ||
Property and equipment, estimated lives | 5 years | 5 years |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property and equipment, estimated lives | 5 years | 5 years |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property and equipment, estimated lives | 7 years | 7 years |
Computers and equipment [Member] | Minimum [Member] | ||
Property and equipment, estimated lives | 3 years | 3 years |
Computers and equipment [Member] | Maximum [Member] | ||
Property and equipment, estimated lives | 5 years | 5 years |
Leasehold Improvements [Member] | ||
Property and equipment, estimated lives | 10 years not to exceed lease term | 10 years not to exceed lease term |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Basis of Presentation and Summary of Significant Accounting Policies (Textual) | |||
Unrecognized tax benefits period | 12 months | ||
Leases initial term | 12 months | 12 months | |
Allowance for doubtful accounts | $ 291,372 | $ 291,372 | $ 133,288 |
Sales tax description | Accounts at each institution are insured by the Federal Deposit Insurance Corporation (FDIC), up to $250,000. | ||
Amount excess of FDIC insurance limit | $ 11,229,444 | 12,962,958 | |
Advertising and promotional expense | $ 736,656 | $ 269,550 | |
Valuation allowance for the deferred tax assets and state income taxes | 100.00% |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Details) - USD ($) | Jan. 02, 2019 | Mar. 31, 2020 | Dec. 31, 2019 |
Recent Accounting Pronouncements (Textual) | |||
Leases initial term | 12 months | 12 months | |
Operating lease assets and liabilities | $ 3,200,000 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total Revenues | $ 32,981,506 | $ 13,087,222 | $ 79,733,568 | $ 29,000,730 |
E-commerce sales [Member] | ||||
Total Revenues | 1,944,687 | 681,299 | ||
Sales at company owned stores [Member] | ||||
Total Revenues | $ 31,036,819 | $ 12,405,923 |
Revenue Recognition (Details 1)
Revenue Recognition (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Customer Deposit Liability [Member] | ||
Opening balance | $ 2,503,785 | $ 516,038 |
Closing balance | 3,554,469 | 697,582 |
Increase (decrease) | 1,050,684 | 181,544 |
Trade Accounts Receivable [Member] | ||
Opening balance | 4,455,209 | 862,397 |
Closing balance | 4,575,300 | 1,077,706 |
Increase (decrease) | $ 120,091 | $ 215,309 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 22, 2017 | |
Income Taxes (Textual) | |||
Operating loss carryforwards | $ 4,700,000 | ||
Federal and state deferred tax asset | $ 1,030,000 | ||
Description of net operating loss carryforwards dates | Expiring in 2037 through 2038. | ||
Federal tax provision | 21.00% | 21.00% | |
Maximum [Member] | |||
Income Taxes (Textual) | |||
Federal tax provision | 35.00% |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 5,577,903 | $ 4,892,455 | $ 2,394,643 |
Accumulated depreciation and amortization | (1,866,424) | (1,551,839) | (573,822) |
Property and equipment, net | 3,711,479 | 3,340,616 | 1,820,821 |
Vehicle [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 840,354 | 1,148,993 | 535,857 |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 1,205,530 | 884,685 | 441,725 |
Furniture, fixtures and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 3,532,019 | $ 2,858,777 | $ 1,417,061 |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property and Equipment (Textual) | ||||
Depreciation expense | $ 331,324 | $ 146,624 | $ 1,046,328 | $ 350,415 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current federal tax expense | ||
Federal | $ 479,000 | $ 0 |
State | 0 | 0 |
Deferred tax (benefit) | ||
Federal | (479,000) | 0 |
State | 0 | 0 |
Total | $ 0 | $ 0 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Net operating losses | $ 1,033,300 | $ 2,165,100 |
Deferred right to use lease liabilities | 1,671,700 | |
Stock based compensation | 354,800 | 663,300 |
Amortization of debt discount | 346,400 | |
Accruals, reserves and other | 160,200 | 66,100 |
Total Deferred Tax Asset | 3,220,000 | 3,240,900 |
Deferred tax liabilities: | ||
Deferred right to use lease assets | 1,678,300 | |
Accumulated depreciation and amortization | 360,000 | 358,000 |
Net deferred tax | 2,038,300 | 358,000 |
Gross deferred tax asset | 1,181,700 | 2,882,900 |
Valuation Allowance | (1,181,700) | (2,882,900) |
Deferred tax asset (liability), net | $ 0 | $ 0 |
Income Taxes (Details 2)
Income Taxes (Details 2) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory tax rate | 21.00% | 21.00% |
State and local income taxes (net of federal tax benefit) | ||
Effective income tax rate reconciliation, percent, gross | 21.00% | 21.00% |
Valuation allowance | (21.00%) | (21.00%) |
Effective income tax rate reconciliation, percent | 0.00% | 0.00% |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets [Abstract] | ||
Balance, beginning of year | $ 17,798,932 | $ 8,752,909 |
Goodwill additions | 1,851,438 | 9,046,023 |
Impairments | ||
Balance, end of year | $ 19,650,370 | $ 17,798,932 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details 1) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Gross Carrying Amount | $ 594,265 | $ 235,030 |
Accumulated Amortization | 29,594 | 1,750 |
Patents and Trademarks [Member] | ||
Gross Carrying Amount | 100,000 | 100,000 |
Accumulated Amortization | ||
Capitalized software [Member] | ||
Gross Carrying Amount | 494,265 | 135,030 |
Accumulated Amortization | $ 29,594 | $ 1,750 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Goodwill and Intangible Assets (Textual) | ||
Amortization expense | $ 27,818 | $ 0 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||
Long-Term Debt | $ 313,696 | $ 352,310 | $ 812,439 |
Less Current Maturities | (82,876) | (110,231) | (436,813) |
Total Long-Term Debt | 230,820 | 242,079 | 375,626 |
Hitachi Capital [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt | 3,211 | ||
Wells Fargo Equipment Finance [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt | 4,752 | 7,109 | 12,976 |
Notes payable issued in connection with seller financing [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt | 24,997 | 350,000 | |
Notes payable issued in connection with seller financing one [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt | 54,000 | ||
Notes payable issued in connection with seller financing two [Member] | |||
Debt Instrument [Line Items] | |||
Long-Term Debt | $ 308,944 | $ 320,204 | $ 392,252 |
Long-Term Debt (Details 1)
Long-Term Debt (Details 1) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | |||
2020 | $ 110,231 | ||
2021 | 84,714 | ||
2022 | 91,860 | ||
2023 | 65,505 | ||
Total | $ 313,696 | $ 352,310 | $ 812,439 |
Long-Term Debt (Details Textual
Long-Term Debt (Details Textual) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020USD ($)Installments | Dec. 31, 2019USD ($)Installments | Dec. 31, 2018USD ($) | |
Long-Term Debt (Textual) | |||
Interest expense | $ | $ 45,191 | $ 23,565 | |
Hitachi Capital [Member] | |||
Long-Term Debt (Textual) | |||
Long term debt, monthly payment | 631.13 | ||
Long term debt maturity date, description | Beginning September 2015 through August 2019. | ||
Long-term debt, book value | $ | $ 24,910 | ||
Interest rate per annum | 8.00% | ||
Wells Fargo Equipment Finance [Member] | |||
Long-Term Debt (Textual) | |||
Long term debt, monthly payment | 519 | 518.96 | |
Long term debt maturity date, description | Beginning April 2016 through March 2021. | Beginning April 2016 through March 2021. | |
Long-term debt, book value | $ | $ 25,437 | $ 25,437 | |
Interest rate per annum | 3.50% | 3.50% | |
Notes payable issued in connection with seller financing [Member] | |||
Long-Term Debt (Textual) | |||
Long term debt, monthly payment | 24,996 | 24,996 | |
Long term debt maturity date, description | Due February 2020. | Due February 2020. | |
Interest rate per annum | 1.00% | 1.00% | |
Number of installments | Installments | 24 | 24 | |
Notes payable issued in connection with seller financing one [Member] | |||
Long-Term Debt (Textual) | |||
Long term debt, monthly payment | 6,003 | ||
Long term debt maturity date, description | Due September 2019. | ||
Interest rate per annum | 1.00% | ||
Number of installments | Installments | 12 | ||
Notes payable issued in connection with seller financing two [Member] | |||
Long-Term Debt (Textual) | |||
Long term debt, monthly payment | 8,440 | 8,440 | |
Long term debt maturity date, description | Due August 2023. | Due August 2023. | |
Interest rate per annum | 8.125% | 8.125% | |
Number of installments | Installments | 60 | 60 |
Leases (Details)
Leases (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | |||
Right to use assets, operating lease assets | $ 7,240,673 | $ 7,628,591 | |
Current lease liability | 1,893,594 | 1,836,700 | |
Non-current lease liability | 5,484,090 | 5,807,266 | |
Total | $ 7,377,684 | $ 7,643,966 |
Leases (Details 1)
Leases (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Weighted average remaining lease term | 3 years 2 months 27 days | 3 years 6 months | 3 years 10 months 25 days |
Weighted average discount rate | 7.60% | 7.60% | 7.60% |
Operating lease assets obtained for operating lease liabilities | $ 3,050,164 |
Leases (Details 2)
Leases (Details 2) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Operating lease costs | $ 924,583 | $ 423,973 |
Short-term lease costs | 16,053 | 5,735 |
Total operating lease costs | $ 940,636 | $ 429,708 |
Leases (Details 3)
Leases (Details 3) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Maturities of lease liabilities | ||
2020 (remainder of the year) | $ 1,930,342 | $ 2,496,070 |
2021 | 2,597,468 | 2,525,468 |
2022 | 2,150,123 | 2,078,123 |
2023 | 1,608,229 | 1,596,229 |
2024 | 813,984 | 813,984 |
2025 | 654,160 | |
2026 | 352,955 | |
2027 | 152,637 | |
Thereafter | 1,433,499 | |
Total lease payments | 10,533,645 | 10,669,626 |
Less: Imputed interest | (3,155,961) | (3,025,660) |
Lease Liability at December 31, 2019 | $ 7,377,684 | $ 7,643,966 |
Leases (Details Textual)
Leases (Details Textual) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Leases (Textual) | ||
Lease term, Description | Short-term disclosures include only those leases with a term greater than one month and 12 months or less, and expense is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less, that do not include an option to purchase the underlying asset that we are reasonably certain to exercise, are not recorded on the balance sheet. | Short-term disclosures include only those leases with a term greater than one month and 12 months or less, and expense is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less, that do not include an option to purchase the underlying asset that we are reasonably certain to exercise, are not recorded on the balance sheet. |
Minimum [Member] | ||
Leases (Textual) | ||
Remaining leases terms | 1 year | 1 year |
Extend the leases for additional terms | 3 years | 3 years |
Maximum [Member] | ||
Leases (Textual) | ||
Remaining leases terms | 5 years | 5 years |
Extend the leases for additional terms | 5 years | 5 years |
Convertible Debt (Details)
Convertible Debt (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Convertible debt | $ 3,075,000 | |
Remaining unamortized debt discount and debt issue costs | (1,030,887) | |
Convertible debt, net of debt discount and debt issue costs | $ 2,044,113 |
Convertible Debt (Details Textu
Convertible Debt (Details Textual) - USD ($) | Jan. 12, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Convertible Debt (Textual) | |||||
Offering units of shares | 152,500 | 123,500 | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Debt discount related to fair value of warrants | $ 4,239,000 | ||||
Amortization of debt discount | $ 124,946 | $ 356,306 | $ 989,601 | ||
Warrants outstanding converted shares of common stock | 131,250 | 536,250 | |||
Convertible Debt [Member] | |||||
Convertible Debt (Textual) | |||||
Maturity date | Jan. 12, 2021 | Jan. 12, 2021 | |||
Conversion price | $ 3 | ||||
Description of convertible debt | Principal due and interest accrued on the notes will automatically convert into shares of Common Stock, at the conversion price, if at any time during the term of the notes, commencing twelve (12) months from the date of issuance, the Common Stock trades minimum daily volume of at least 50,000 shares for twenty (20) consecutive days with a volume weighted average price of at least $4.00 per share. | Principal due and interest accrued on the notes will automatically convert into shares of Common Stock, at the conversion price, if at any time during the term of the notes, commencing twelve (12) months from the date of issuance, the Common Stock trades minimum daily volume of at least 50,000 shares for twenty (20) consecutive days with a volume weighted average price of at least $4.00 per share. | |||
Convertible debt and accrued interest | $ 172,500 | $ 2,405,269 | $ 5,927,677 | ||
Net of unamortized debt discount | $ 674,581 | $ 2,305,746 | |||
Warrants outstanding converted shares of common stock | 1,258,608 | 2,013,294 | |||
Percentage of unsecured convertible promissory note | 300.00% | ||||
Conversion rate per shares | $ 3 | $ 3 | |||
Private Placement [Member] | |||||
Convertible Debt (Textual) | |||||
Offering units of shares | 36 | ||||
Securities unit price | $ 250,000 | ||||
Principal amount | $ 250,000 | ||||
Warrant term | 3 years | ||||
Common stock, par value | $ 0.001 | ||||
Warrants exercise price | $ 0.01 | ||||
Description of convertible debt | Each Unit consisted of (i) a .1% unsecured convertible promissory note of the principal amount of $250,000, and (ii) a 3-year warrant entitling the holder to purchase 37,500 shares of the Company’s common stock, par value $.001 per share, at a price of $.01 per share or through cashless exercise. | ||||
Warrant holder to purchase shares | 37,500 |
Share Based Payments and Stoc_3
Share Based Payments and Stock Options (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Total non-cash share-based compensation | $ 4,115,068 | $ 80,278 |
Share Based Payments and Stoc_4
Share Based Payments and Stock Options (Details 1) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
2014 Plan [Member] | ||
Total shares available for issuance pursuant to the 2018 Plan, after amendment | 2,500,000 | 2,500,000 |
Options outstanding | (224,000) | (281,500) |
Total options exercised under Plan | (1,889,833) | (1,118,333) |
Total shares issued pursuant to the Plan | (375,000) | (375,000) |
Awards available for issuance under the 2018 Plan | 11,167 | 11,167 |
2018 Plan [Member] | ||
Total shares available for issuance pursuant to the 2018 Plan, after amendment | 5,000,000 | 2,500,000 |
Options outstanding | (1,618,500) | (995,500) |
Total options exercised under Plan | (31,333) | |
Total shares issued pursuant to the Plan | (69,750) | (9,500) |
Awards available for issuance under the 2018 Plan | 3,280,417 | 2,209,000 |
Share Based Payments and Stoc_5
Share Based Payments and Stock Options (Details 2) - Options [Member] - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding, Shares | 1,916,333 | 1,815,500 | 2,622,000 |
Grants, Shares | 607,500 | 1,380,000 | 386,500 |
Exercised, Shares | (414,663) | (667,500) | (1,068,333) |
Forfeited or expired, Shares | (11,667) | (124,667) | |
Outstanding, Shares | 2,109,170 | 1,916,333 | 1,815,500 |
Vested and exercisable, Shares | 1,210,837 | 1,346,333 | 1,393,831 |
Weighted - Average Exercise Price, Outstanding beginning balance | $ 2.78 | $ 1.66 | $ 0.99 |
Weighted - Average Exercise Price, Granted | 3.92 | 3.25 | 3.21 |
Weighted - Average Exercise Price, Exercised | 1.83 | 0.72 | 0.67 |
Weighted - Average Exercise Price, Forfeited or expired | 3.05 | 0.76 | |
Weighted - Average Exercise Price, Outstanding ending balance | 2.97 | 2.78 | 1.66 |
Weighted - Average Exercise Price, Vested and exercisable | $ 2.74 | $ 2.35 | $ 1.39 |
Weighted - Average Remaining Contractual Term, Outstanding | 3 years 9 months 22 days | 2 years 7 months 24 days | 2 years 7 months 24 days |
Weighted - Average Remaining Contractual Term, Outstanding Ending | 3 years 4 days | 3 years 9 months 22 days | |
Weighted - Average Remaining Contractual Term, Vested and exercisable | 2 years 8 months 5 days | 3 years 2 months 30 days | 2 years 2 months 19 days |
Weighted - Average Grant Date Fair Value, Outstanding beginning balance | $ 1.71 | $ 0.78 | $ 0.32 |
Weighted - Average Grant Date Fair Value, Granted | 2.29 | 2.18 | 1.91 |
Weighted - Average Grant Date Fair Value, Exercised | 0.85 | 0.16 | 0.12 |
Weighted - Average Grant Date Fair Value, Forfeited or expired | 1.63 | 0.16 | |
Weighted - Average Grant Date Fair Value Outstanding ending balance | 1.88 | 1.71 | $ 0.78 |
Weighted - Average Grant Date Fair Value, Vested and exercisable | $ 1.66 | $ 1.32 |
Share Based Payments and Stoc_6
Share Based Payments and Stock Options (Details 3) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Expected dividends | ||
Expected term | 2 years 6 months | |
Risk-free rate | 1.64% | 1.64% |
Minimum [Member] | ||
Expected volatility | 87.80% | 72.91% |
Expected term | 2 years | |
Maximum [Member] | ||
Expected volatility | 92.70% | 90.81% |
Expected term | 5 years |
Share Based Payments and Stoc_7
Share Based Payments and Stock Options (Details Textual) - USD ($) | Mar. 06, 2014 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 07, 2018 |
Share Based Payments and Stock Options (Textual) | ||||||
Description of stock options | The maximum shares of common stock which may be issued over the term of the plan shall not exceed 2,500,000 shares. Awards under this plan are made by the Board or a committee designated by the Board. Options under the plan are to be issued at the market price of the stock on the day of the grant except to those issued to holders of 10% or more of the Company's common stock which is required to be issued at a price not less than 110% of the fair market value on the day of the grant. Each option is exercisable at such time or times, during such period and for such numbers of shares shall be determined by the plan administrator. No option may be exercisable for more than ten years (five years in the case of an incentive stock option granted to a 10% stockholder) from the date of grant. | Awards may be made under the 2018 Plan on or after the ten-year anniversary of the adoption of the 2018 Plan by the Board, but the 2018 Plan will continue thereafter while previously granted options, stock appreciation rights or awards remain subject to the 2018 Plan. Options granted under the 2018 Plan may be either "incentive stock options" that are intended to meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") or "nonstatutory stock options" that do not meet the requirements of Section 422 of the Code. The Board will determine the exercise price of options granted under the 2018 Plan. The exercise price of stock options may not be less than the fair market value, on the date of grant, per share of our Common Stock issuable upon exercise of the option (or 110% of fair market value in the case of incentive options granted to a ten-percent stockholder). No option may be exercisable for more than ten years (five years in the case of an incentive stock option granted to a 10% stockholder) from the date of grant. | The maximum shares of Common Stock which may be issued over the term of the plan, as amended shall not exceed 5,000,000 shares. Options granted under the 2018 Plan may be either "incentive stock options" that are intended to meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") or "nonstatutory stock options" that do not meet the requirements of Section 422 of the Code. The Board will determine the exercise price of options granted under the 2018 Plan. The exercise price of stock options may not be less than the fair market value, on the date of grant, per share of our Common Stock issuable upon exercise of the option (or 110% of fair market value in the case of incentive options granted to a ten-percent stockholder). No option may be exercisable for more than ten years (five years in the case of an incentive stock option granted to a 10% stockholder) from the date of grant. | |||
Stock issued over the term of the plan | 2,500,000 | |||||
Share-based payment expense | $ 4,115,068 | $ 80,278 | $ 2,490,535 | $ 1,895,219 | ||
Expense related to issuance of shares, options and warrants | $ 145,990 | $ 0 | 267,400 | 501,800 | ||
Stock Options [Member] | ||||||
Share Based Payments and Stock Options (Textual) | ||||||
Description of stock options | The Company issued 518,333 shares of common stock (stock-based awards) to officers and employees that vested immediately resulting in compensation expense of approximately $2,130,000. No stock-based awards were issued for the three months ended March 31, 2019 that vested immediately. | |||||
Maximum [Member] | ||||||
Share Based Payments and Stock Options (Textual) | ||||||
Stock issued over the term of the plan | 5,000,000 | |||||
Minimum [Member] | ||||||
Share Based Payments and Stock Options (Textual) | ||||||
Stock issued over the term of the plan | 2,500,000 | |||||
Officers, directors and employees [Member] | ||||||
Share Based Payments and Stock Options (Textual) | ||||||
Share-based payment expense | $ 2,223,100 | $ 901,900 |
Stock Purchase Warrants (Detail
Stock Purchase Warrants (Details) - Warrant [Member] - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding, Shares | 3,697,686 | 3,279,500 | 3,605,728 | |
Granted/issued, Shares | 2,061,629 | 1,916,500 | ||
Exercised, Shares | (191,235) | (1,643,610) | (2,242,728) | |
Forfeited, Shares | (250,000) | |||
Outstanding, Shares | 3,256,451 | 3,697,686 | 3,279,500 | |
Weighted Average Exercise Price, Outstanding beginning balance | $ 3.08 | $ 3.25 | $ 1.94 | $ 1.84 |
Weighted Average Exercise Price, Granted/issued | 3.50 | 1.01 | ||
Weighted Average Exercise Price, Exercised | 2.75 | 0.79 | 1.16 | |
Weighted Average Exercise Price, Forfeited | 5.75 | |||
Weighted Average Exercise Price, Outstanding ending balance | $ 3.08 | $ 3.25 | $ 1.94 | $ 1.84 |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities warrants and options | 5,478,121 | 5,418,750 | 6,345,102 | 5,631,250 |
Convertible debt warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities warrants and options | 112,500 | 363,750 | 131,250 | 536,250 |
Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities warrants and options | 3,256,451 | 3,279,500 | 3,697,519 | 3,279,500 |
Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities warrants and options | 2,109,170 | 1,775,500 | 2,516,333 | 1,815,500 |
Earnings Per Share (Details 1)
Earnings Per Share (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) | $ (2,093,518) | $ 229,421 | $ 1,878,804 | $ (5,073,755) |
Weighted average shares outstanding, basic | 37,823,304 | 28,437,132 | 32,833,594 | 23,492,650 |
Effect of dilutive common stock equivalents | 5,418,750 | 6,345,102 | ||
Adjusted weighted average shares outstanding, dilutive | 37,823,304 | 33,855,882 | 39,228,696 | 23,492,650 |
Basic net income (loss) per share | $ (0.055) | $ 0.01 | $ 0.06 | $ (0.22) |
Dilutive net income (loss) per share | $ (0.055) | $ 0.01 | $ 0.05 | $ (0.22) |
Acquisitions (Details)
Acquisitions (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 |
Business Acquisition [Line Items] | |||
Inventory | $ 5,190,100 | $ 2,144,500 | |
Prepaids and other current assets | 36,100 | 22,000 | |
Furniture and equipment | 335,000 | 150,000 | |
Right to use asset | 1,031,300 | ||
Lease liability | (1,031,300) | ||
Goodwill | 9,046,100 | 3,666,400 | |
Total | 14,607,300 | 5,982,900 | |
Cash | 10,981,800 | 4,984,100 | |
Common stock | 3,625,500 | 998,800 | |
Total | 14,607,300 | 5,982,900 | |
Grow World LLC [Member] | |||
Business Acquisition [Line Items] | |||
Inventory | 553,900 | ||
Prepaids and other current assets | |||
Furniture and equipment | 35,000 | ||
Goodwill | 696,900 | ||
Total | 1,285,800 | ||
Cash | 1,000,000 | ||
Common stock | 285,800 | ||
Total | 1,285,800 | ||
Grand Rapids Hydro [Member] | |||
Business Acquisition [Line Items] | |||
Inventory | 1,453,100 | ||
Prepaids and other current assets | |||
Furniture and equipment | 50,000 | ||
Goodwill | 2,376,900 | ||
Total | 3,880,000 | ||
Cash | 2,350,000 | ||
Common stock | 1,530,000 | ||
Total | 3,880,000 | ||
Green Life Garden [Member] | |||
Business Acquisition [Line Items] | |||
Inventory | 1,038,600 | ||
Prepaids and other current assets | 14,100 | ||
Furniture and equipment | 100,000 | ||
Goodwill | 2,305,900 | ||
Total | 3,458,600 | ||
Cash | 2,647,700 | ||
Common stock | 810,900 | ||
Total | 3,458,600 | ||
Chlorophyll [Member] | |||
Business Acquisition [Line Items] | |||
Inventory | 1,441,000 | 1,441,000 | |
Prepaids and other current assets | 22,000 | 22,000 | |
Furniture and equipment | 100,000 | 100,000 | |
Right to use asset | 702,000 | ||
Lease liability | (702,000) | ||
Goodwill | 2,596,100 | 2,596,100 | |
Total | 4,159,100 | 4,159,100 | |
Cash | 3,659,100 | 3,659,100 | |
Common stock | 500,000 | 500,000 | |
Total | 4,159,100 | 4,159,100 | |
Reno Hydroponics [Member] | |||
Business Acquisition [Line Items] | |||
Inventory | 238,000 | 238,000 | |
Prepaids and other current assets | |||
Furniture and equipment | 25,000 | 25,000 | |
Right to use asset | |||
Lease liability | |||
Goodwill | 516,300 | 516,300 | |
Total | 779,300 | 779,300 | |
Cash | 525,000 | 525,000 | |
Common stock | 254,300 | 254,300 | |
Total | 779,300 | 779,300 | |
Palm Springs Hydroponics [Member] | |||
Business Acquisition [Line Items] | |||
Inventory | 465,500 | 465,500 | |
Prepaids and other current assets | |||
Furniture and equipment | 25,000 | 25,000 | |
Right to use asset | 329,300 | ||
Lease liability | (329,300) | ||
Goodwill | 554,000 | 554,000 | |
Total | 1,044,500 | 1,044,500 | |
Cash | 800,000 | 800,000 | |
Common stock | 244,500 | 244,500 | |
Total | $ 1,044,500 | $ 1,044,500 | |
Health & Harvest LLC [Member] | |||
Business Acquisition [Line Items] | |||
Inventory | $ 1,052,500 | ||
Prepaids and other current assets | |||
Furniture and equipment | 50,000 | ||
Right to use asset | 192,600 | ||
Lease liability | (192,600) | ||
Goodwill | 1,750,600 | ||
Total | 2,852,500 | ||
Cash | 1,750,000 | ||
Common stock | 1,102,500 | ||
Total | $ 2,852,500 |
Acquisitions (Details 1)
Acquisitions (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | |||
Revenue | $ 5,167,000 | $ 18,609,100 | |
Earnings | $ 784,100 | $ 3,404,342 | |
Grow World LLC [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition date | Dec. 16, 2019 | ||
Revenue | $ 153,900 | ||
Earnings | $ 6,400 | ||
Grand Rapids Hydro [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition date | Sep. 3, 2019 | ||
Revenue | $ 2,412,700 | ||
Earnings | $ 444,500 | ||
Green Life Garden [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition date | May 14, 2019 | ||
Revenue | $ 4,829,800 | ||
Earnings | $ 998,700 | ||
Chlorophyll [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition date | Jan. 21, 2019 | Jan. 21, 2019 | |
Revenue | $ 3,450,600 | $ 6,030,500 | |
Earnings | $ 613,000 | $ 936,600 | |
Reno Hydroponics [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition date | Feb. 11, 2019 | Feb. 11, 2019 | |
Revenue | $ 1,594,900 | $ 2,106,900 | |
Earnings | $ 165,300 | $ 366,742 | |
Palm Springs Hydroponics [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition date | Feb. 7, 2019 | Feb. 7, 2019 | |
Revenue | $ 121,500 | $ 3,075,300 | |
Earnings | $ 5,800 | $ 651,400 | |
Health & Harvest LLC [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition date | Feb. 26, 2020 | ||
Revenue | $ 559,340 | ||
Earnings | $ 112,882 |
Acquisitions (Details 2)
Acquisitions (Details 2) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Business Combinations [Abstract] | |||
Revenue | $ 1,365,700 | $ 2,088,200 | $ 59,650,900 |
Earnings | $ 19,200 | $ 389,100 | $ (2,087,900) |
Acquisitions (Details Textual)
Acquisitions (Details Textual) | 1 Months Ended |
Feb. 26, 2020USD ($) | |
Acquisitions (Textual) | |
Acquired assets of health & harvest llc | $ 2,850,000 |
Acquired goodwill | $ 1,750,600 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Feb. 07, 2020 | Feb. 26, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2020 |
Subsequent Events (Textual) | |||||
Number of shares issuable | 152,500 | 123,500 | |||
Common stock valued | $ 36,876 | $ 27,949 | $ 38,209 | ||
Subsequent Event [Member] | |||||
Subsequent Events (Textual) | |||||
Number of shares issuable | 250,000 | ||||
Value of assets purchased | $ 1,750,000 | ||||
Common stock valued | $ 1,102,500 | ||||
2018 Plan [Member] | Minimum [Member] | Subsequent Event [Member] | |||||
Subsequent Events (Textual) | |||||
Number of shares issuable | 2,500,000 | ||||
2018 Plan [Member] | Maximum [Member] | Subsequent Event [Member] | |||||
Subsequent Events (Textual) | |||||
Number of shares issuable | 5,000,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stockholders' Equity (Textual) | ||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |
Common stock, shares outstanding | 38,209,300 | 36,876,305 | 27,948,609 | |
Issued shares of common stock | 152,500 | 123,500 | ||
Common stock issued for prepaid services | $ 96,000 | |||
Issuance of common stock in connection with business combinations | 969,553 | 1,550,000 | ||
Common stock to employees | $ 452,766 | $ 463,922 | ||
Convertible Debt [Member] | ||||
Stockholders' Equity (Textual) | ||||
Common stock upon conversion of convertible debt shares | 1,258,608 | 2,013,294 | ||
Common Stock [Member] | ||||
Stockholders' Equity (Textual) | ||||
Sale of stock common shares | 4,123,254 | 3,333,333 | ||
Net Proceeds | $ 12,643,634 | $ 9,959,877 | ||
Warrant [Member] | Common Stock [Member] | ||||
Stockholders' Equity (Textual) | ||||
Issued shares of common stock | 1,757,913 | 3,076,461 | ||
Common stock upon the exercise of common stock options | 3,056,478 | |||
Warrants receiving net proceeds amount | $ 1,299,899 | $ 2,593,694 | ||
Options [Member] | ||||
Stockholders' Equity (Textual) | ||||
Issued shares of common stock | 515,868 | 995,186 | ||
Common stock upon the exercise of common stock options | 667,500 | 1,068,333 | ||
Common stock upon cashless exercise options | 657,500 | |||
Net Proceeds | $ 6,000 | $ 321,701 | ||
Common stock of employee consultants | $ 96,000 | $ 45,001 | ||
Common stock of employee consultants, shares | 50,000 | 10,000 | ||
Options [Member] | Accrued Employee Awards [Member] | ||||
Stockholders' Equity (Textual) | ||||
Common stock of employee consultants | $ 210,200 | |||
Common stock of employee consultants, shares | 100,000 |
Vendor Concentrations (Details)
Vendor Concentrations (Details) - Suppliers | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Vendor Concentrations (Textual) | ||
Concentration risk, percentage | 51.00% | 56.00% |
Number of suppliers | 2 | 2 |