Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 12, 2019 | |
Document Information Line Items | ||
Entity Registrant Name | Innovative Food Holdings Inc | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 34,206,091 | |
Amendment Flag | false | |
Entity Central Index Key | 0000312257 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 2,825,995 | $ 4,759,817 |
Accounts receivable, net | 3,179,676 | 3,039,756 |
Inventory | 2,695,489 | 2,301,377 |
Other current assets | 194,372 | 144,301 |
Total current assets | 8,895,532 | 10,245,251 |
Property and equipment, net | 2,208,037 | 2,456,610 |
Investments | 420,225 | 339,525 |
Right to use assets, operating leases, net | 296,579 | 0 |
Right to use assets, finance leases, net | 115,222 | 0 |
Other amortizable intangible assets, net | 1,515,773 | 2,158,498 |
Goodwill and other unamortizable intangible assets | 2,183,065 | 2,183,065 |
Total assets | 15,634,433 | 17,382,949 |
Current liabilities | ||
Accounts payable and accrued liabilities | 2,503,147 | 3,689,868 |
Accrued interest | 18,471 | 16,402 |
Deferred revenue | 197,574 | 559,315 |
Notes payable - current portion | 705,460 | 928,857 |
Lease liability - operating leases, current | 165,369 | 0 |
Lease liability - finance leases, current | 19,279 | 0 |
Contingent liability - current portion | 306,157 | 472,876 |
Total current liabilities | 3,915,457 | 5,667,318 |
Lease liability - operating leases, non-current | 131,210 | 0 |
Lease liability - finance leases, non-current | 92,988 | 0 |
Contingent liability - long-term | 227,600 | 357,600 |
Note payable - long term portion | 436,373 | 1,196,245 |
Total liabilities | 4,803,628 | 7,221,163 |
Commitments and contingencies (see note 16) | ||
Stockholders' equity | ||
Common stock: $0.0001 par value; 500,000,000 shares authorized; 36,786,528 and 36,296,218 shares issued, and 34,198,948 and 33,708,638 shares outstanding at September 30, 2019 and December 31, 2018, respectively | 3,675 | 3,627 |
Additional paid-in capital | 36,773,186 | 36,132,065 |
Treasury stock: 2,373,171 shares outstanding at September 30, 2019 and December 31, 2018 | (1,016,370) | (1,016,370) |
Accumulated deficit | (24,929,686) | (24,957,536) |
Total stockholders' equity | 10,830,805 | 10,161,786 |
Total liabilities and stockholders' equity | $ 15,634,433 | $ 17,382,949 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares outstanding | 33,708,638 | 33,708,638 |
Common stock, shares issued | 36,786,528 | 36,296,218 |
Treasury stock, shares | 2,373,171 | 2,373,171 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue | $ 13,465,764 | $ 12,054,490 | $ 40,250,430 | $ 34,960,037 |
Cost of goods sold | 9,864,484 | 8,523,505 | 28,608,233 | 24,370,421 |
Gross margin | 3,601,280 | 3,530,985 | 11,642,197 | 10,589,616 |
Selling, general and administrative expenses | 3,754,012 | 3,354,315 | 11,560,838 | 9,429,111 |
Total operating expenses | 3,754,012 | 3,354,315 | 11,560,838 | 9,429,111 |
Operating (loss) income | (152,732) | 176,670 | 81,359 | 1,160,505 |
Other (income) expense: | ||||
Gain on settlement of contingent liability | 0 | 0 | 0 | (11,000) |
Gain on sale of fixed assets | (12,495) | 0 | (12,495) | 0 |
Interest expense, net | 17,377 | 27,969 | 66,004 | 89,013 |
Total other expense | 4,882 | 27,969 | 53,509 | 78,013 |
Net (loss) income before taxes | (157,614) | 148,701 | 27,850 | 1,082,492 |
Income tax expense | 0 | 0 | 0 | 155,000 |
Net (loss) income | $ (157,614) | $ 148,701 | $ 27,850 | $ 927,492 |
Net (loss) income per share - basic (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0.03 |
Net (loss) income per share - diluted (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0.03 |
Weighted average shares outstanding - basic (in Shares) | 34,060,498 | 33,989,715 | 34,021,245 | 33,974,321 |
Weighted average shares outstanding - diluted (in Shares) | 34,060,498 | 33,989,715 | 34,021,245 | 33,974,321 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Cash flows from operating activities: | |||||
Net income | $ (157,614) | $ 148,701 | $ 27,850 | $ 927,492 | |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | |||||
Depreciation and amortization | 921,096 | 794,285 | |||
Amortization of right-of-use asset | 53,472 | 140,303 | 0 | ||
Stock based compensation | 297,503 | 47,696 | |||
Gain on settlement of contingent liability | 0 | 0 | 0 | (11,000) | |
Gain on sale of fixed assets | (12,495) | 0 | (12,495) | 0 | |
Recovery of doubtful accounts | (1,633) | (36,857) | |||
Changes in assets and liabilities: | |||||
Accounts receivable, net | (183,787) | (164,622) | |||
Inventory and other current assets, net | (444,183) | (800,119) | |||
Accounts payable and accrued liabilities | (1,090,986) | (672,826) | |||
Deferred revenue | (361,741) | 27,534 | |||
Operating lease liability | (140,303) | 0 | |||
Net cash (used in) provided by operating activities | (848,376) | 111,583 | |||
Cash flows from investing activities: | |||||
Cash related to the iGourmet asset acquisition | 0 | (2,703,320) | |||
Cash received from the sale of fixed assets | 12,495 | 0 | |||
Purchase of property and equipment | (131,095) | (382,014) | |||
Purchase of intangible assets | (47,000) | 0 | |||
Investment in food related companies | (35,200) | (50,000) | |||
Net cash used in investing activities | (200,800) | (3,135,334) | |||
Cash flows from financing activities: | |||||
Sales of common stock | 250,000 | 0 | |||
Purchase of stock options from officers, directors, and employees | 0 | (167,000) | |||
Cash received from exercise of stock options | 0 | 35,000 | |||
Cash paid in settlement of contingent liabilities in connection with acquisitions | (296,719) | (189,000) | |||
Borrowings on term loan | 0 | 1,500,000 | |||
Purchase of treasury stock | 0 | (24,057) | |||
Principal payments on debt | (818,819) | (846,556) | |||
Principal payments capital leases | (19,108) | (5,900) | |||
Net cash (used in) provided by financing activities | (884,646) | 302,487 | |||
Decrease in cash and cash equivalents | (1,933,822) | (2,721,264) | |||
Cash and cash equivalents at beginning of period | 4,759,817 | 5,133,435 | $ 5,133,435 | ||
Cash and cash equivalents at end of period | $ 2,825,995 | $ 2,412,171 | 2,825,995 | 2,412,171 | $ 4,759,817 |
Cash paid during the period for: | |||||
Interest | 68,812 | 94,614 | |||
Taxes | 0 | 155,000 | |||
Non-cash investing and financing activities: | |||||
Issuance of 131,136 shares of common stock previously accrued | 93,666 | 0 | |||
Right to use assets and liabilities - operating, upon adoption of ASU 2016-02 | 338,581 | 0 | |||
Fair value of 9,524 shares of common stock issued for services | 5,143 | 0 | |||
Increase in right of use assets & liabilities | 98,301 | 0 | |||
Investment in food related company | 45,500 | 0 | |||
Return of equipment & reduction in amount due under equipment financing loan | $ 33,075 | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Parentheticals) | 9 Months Ended |
Sep. 30, 2019shares | |
Issuance of shares of common stock | 131,136 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member]Share-based Payment Arrangement, Option [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Share-based Payment Arrangement, Option [Member] | Total |
Balance at Dec. 31, 2017 | $ 3,605 | $ 36,196,682 | $ (992,313) | $ (26,653,435) | $ 8,554,539 | ||
Balance (in Shares) at Dec. 31, 2017 | 36,080,519 | 2,276,703 | |||||
Common stock issued for the exercise of options | $ 10 | 34,990 | $ 35,000 | ||||
Common stock issued for the exercise of options (in Shares) | 100,000 | 100,000 | |||||
Purchase of stock options from employees, officers, and directors | $ 12 | (167,012) | $ (167,000) | ||||
Purchase of stock options from employees, officers, and directors (in Shares) | 115,699 | ||||||
Purchase of treasury stock from employee | $ (1,940) | (1,940) | |||||
Purchase of treasury stock from employee (in Shares) | 2,000 | ||||||
Fair value of vested stock and stock options issued to management | $ 8,787 | 38,909 | $ 8,787 | 38,909 | |||
Cost of treasury stock acquired during the period | $ (22,117) | (22,117) | |||||
Cost of treasury stock acquired during the period (in Shares) | 27,800 | ||||||
Income (Loss) | 927,492 | 927,492 | |||||
Balance at Sep. 30, 2018 | $ 3,627 | 36,112,356 | $ (1,016,370) | (25,725,943) | 9,373,670 | ||
Balance (in Shares) at Sep. 30, 2018 | 36,296,218 | 2,306,503 | |||||
Balance at Dec. 31, 2017 | $ 3,605 | 36,196,682 | $ (992,313) | (26,653,435) | 8,554,539 | ||
Balance (in Shares) at Dec. 31, 2017 | 36,080,519 | 2,276,703 | |||||
Balance at Dec. 31, 2018 | $ 3,627 | 36,132,065 | $ (1,016,370) | (24,957,536) | 10,161,786 | ||
Balance (in Shares) at Dec. 31, 2018 | 36,296,218 | 2,373,171 | |||||
Balance at Jun. 30, 2018 | $ 3,627 | 36,088,068 | $ (1,016,370) | (25,874,644) | 9,200,681 | ||
Balance (in Shares) at Jun. 30, 2018 | 36,296,218 | 2,306,503 | |||||
Fair value of vested stock and stock options issued to management | 24,288 | 24,288 | |||||
Income (Loss) | 148,701 | 148,701 | |||||
Balance at Sep. 30, 2018 | $ 3,627 | 36,112,356 | $ (1,016,370) | (25,725,943) | 9,373,670 | ||
Balance (in Shares) at Sep. 30, 2018 | 36,296,218 | 2,306,503 | |||||
Balance at Dec. 31, 2018 | $ 3,627 | 36,132,065 | $ (1,016,370) | (24,957,536) | 10,161,786 | ||
Balance (in Shares) at Dec. 31, 2018 | 36,296,218 | 2,373,171 | |||||
Common stock issued for services | $ 1 | 5,142 | $ 5,143 | ||||
Common stock issued for services (in Shares) | 9,524 | 9,524 | |||||
Common stock sold for cash | $ 34 | 249,966 | $ 250,000 | ||||
Common stock sold for cash (in Shares) | 349,650 | ||||||
Issuance of shares to employees, previously accrued | $ 13 | 93,653 | $ 93,666 | ||||
Issuance of shares to employees, previously accrued (in Shares) | 131,136 | 131,136 | |||||
Common stock issued for the exercise of options (in Shares) | 0 | ||||||
Fair value of vested stock and stock options issued to management | 292,360 | $ 292,360 | |||||
Income (Loss) | 27,850 | 27,850 | |||||
Balance at Sep. 30, 2019 | $ 3,675 | 36,773,186 | $ (1,016,370) | (24,929,686) | 10,830,805 | ||
Balance (in Shares) at Sep. 30, 2019 | 36,786,528 | 2,373,171 | |||||
Balance at Jun. 30, 2019 | $ 3,640 | 36,421,970 | $ (1,016,370) | (24,772,072) | 10,637,168 | ||
Balance (in Shares) at Jun. 30, 2019 | 36,427,354 | 2,373,171 | |||||
Common stock issued for services | $ 1 | 5,142 | 5,143 | ||||
Common stock issued for services (in Shares) | 9,524 | ||||||
Common stock sold for cash | $ 34 | 249,966 | 250,000 | ||||
Common stock sold for cash (in Shares) | 349,650 | ||||||
Fair value of vested stock and stock options issued to management | 96,108 | 96,108 | |||||
Income (Loss) | (157,614) | (157,614) | |||||
Balance at Sep. 30, 2019 | $ 3,675 | $ 36,773,186 | $ (1,016,370) | $ (24,929,686) | $ 10,830,805 | ||
Balance (in Shares) at Sep. 30, 2019 | 36,786,528 | 2,373,171 |
1. BASIS OF PRESENTATION
1. BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. BASIS OF PRESENTATION Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements of Innovative Food Holdings, Inc., and its wholly owned subsidiaries, some of which are non-operating, Artisan (“Artisan”), Food Innovations (“FII”), Food New Media Group, Inc. (“FNM”), Organic Food Brokers (“OFB”), Gourmet Food Service Group, Inc. (“GFG”), Gourmet Foodservice Warehouse, Inc. (“GFW”), Gourmeting, Inc. (“Gourmeting”), The Haley Group, Inc. (“Haley”), Oasis Sales Corp. (“Oasis”), 4 The Gourmet, Inc. (d/b/a For The Gourmet, Inc.), (“Gourmet”), Innovative Gourmet, LLC (“Innovative Gourmet” or “iGourmet”), Food Funding, LLC (“Food Funding”), M Innovations, LLC (“M Innovations”), P Innovations, LLC (“P Innovations”), and collectively with IVFH and its other subsidiaries, the “Company” or “IVFH”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. All material intercompany transactions have been eliminated upon consolidation of these entities. The accompanying unaudited interim condensed consolidated financial statements have been prepared by the Company, in accordance with generally accepted accounting principles pursuant to Regulation S-X of the Securities and Exchange Commission and with the instructions to Form 10-Q. Certain information and footnote disclosures normally included in audited consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Accordingly, these interim financial statements should be read in conjunction with the Company’s audited financial statements and related notes as contained in Form 10-K for the year ended December 31, 2018. In the opinion of management, the interim unaudited condensed consolidated financial statements reflect all adjustments, including normal recurring adjustments, necessary for fair presentation of the interim periods presented. The results of the operations for the three and nine months ended September 30, 2019 are not necessarily indicative of the results of operations to be expected for the full year. |
2. NATURE OF ACTIVITIES AND SIG
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES Business Activity Our business is currently conducted by our wholly-owned subsidiaries, Artisan, FII, FNM, OFB, GFG, GFW, Gourmeting, Haley, Oasis, Gourmet, iGourmet, M Innovations, (sometimes referred to herein as “Mouth” or ” Mouth.com”), Food Funding and P Innovations (collectively, IVFH and its subsidiaries, the “Company” or “IVFH”). Overall, our business activities are focused around the creation and growth of a platform which provides distribution or the enabling of distribution of high quality, unique specialty food and food related products ranging from specialty foodservice products to Consumer-Packaged Goods (“CPG”) products through a variety of sales channels ranging from national partnership based and regionally based foodservice related sales channels to e-commerce sales channels offering products both direct to consumers (“D2C”) and direct to business (“B2B”). In our business model, we receive orders from our customers and then work closely with our suppliers and our warehouse facilities to have the orders fulfilled. In order to maintain freshness and quality, we carefully select our suppliers based upon, among other factors, their quality, uniqueness, reliability and access to overnight courier services. FII, though its relationship with the producers, growers, and makers of thousands of unique specialty foodservice products and through its relationship with US Foods, Inc. (“U.S. Foods” or “USF”), has been in the business of providing premium restaurants, within 24 – 72 hours, with the freshest origin-specific perishable, and healthcare products shipped directly from our network of vendors and from our warehouses. Our customers include restaurants, hotels, country clubs, national chain accounts, casinos, hospitals and catering houses. Gourmet has been in the business of providing specialty food via e-commerce through its own website at www.forthegourmet.com and through other ecommerce channels, with unique specialty gourmet food products shipped directly from our network of vendors and from our warehouses within 24 – 72 hours. Artisan is a supplier of over 1,500 unique specialty foodservice products to over 500 customers such as chefs, restaurants, etc. in the Greater Chicago area and serves as a national fulfillment center for certain of the Company’s other subsidiaries. GFG is focused on expanding the Company’s program offerings to additional specialty foodservice customers. P Innovations focus is to leverage acquired assets to expand the Company’s subscription-based e-commerce business activities. Haley is a dedicated foodservice consulting and advisory firm that works closely with companies to access private label and manufacturers’ private label food service opportunities with the intent of helping them launch and commercialize new products in the broadline foodservice industry and assists in the enabling of the distribution of products via national broadline food distributors. OFB and Oasis function as outsourced national sales and brand management teams for emerging organic and specialty food CPG companies of a variety of sizes and business stages, and provides emerging and unique CPG specialty food brands with distribution and shelf placement access in all of the major metro markets in the food retail industry. iGourmet has been in the business of providing DTC specialty food via e-commerce through its own website at www.iGourmet.com and through other channels such as www.amazon.com, www.ebay.com, and www.walmart.com. In addition, Igourmet.com offers a line of B2B specialty foodservice items. Products are primarily shipped directly from iGourmet.com’s 67,000 square feet warehouse in Pennsylvania via iGourmet.com owned trucks and via third party carrier directly to thousands of customers nationwide. Mouth.com (www.mouth.com) is an online retailer of specialty foods, monthly subscription boxes and curated gift boxes to thousands of consumers and corporate customers across the United States. Mouth sources high quality specialty foods crafted in the US by independent and small batch makers, and expertly curates them into standout food gifts for both consumers and corporate customers. Mouth also has launched a private label brand, including several award-winning products. Use of Estimates The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate these estimates, including those related to revenue recognition and concentration of credit risk. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Accounts subject to estimate and judgements are accounts receivable reserves, income taxes, intangible assets, contingent liabilities, operating right of use assets and liabilities, and equity based instruments. Actual results may differ from these estimates under different assumptions or conditions. We believe our estimates have not been materially inaccurate in past years, and our assumptions are not likely to change in the foreseeable future. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Innovative Food Holdings, Inc., and its wholly owned operating subsidiaries, Artisan, FII, FNM, OFB, GFG, GFW, Gourmeting, Haley, Oasis, Innovative Gourmet, Food Funding, M Innovations, P Innovations, and Gourmet. All material intercompany transactions have been eliminated upon consolidation of these entities. Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash in investments with credit quality institutions. At times, such investments may be in excess of applicable government mandated insurance limit. At September 30, 2019 and December 31, 2018, trade receivables from the Company’s largest customer amounted to 38% and 44%, respectively, of total trade receivables. During the three months ended September 30, 2019 and 2018, sales from the Company’s largest customer amounted to 60% and 63% of total sales, respectively. During the nine months ended September 30, 2019 and 2018, sales from the Company’s largest customer amounted to 60% and 63% of total sales, respectively. Reclassifications Certain reclassifications have been made to conform prior period data to the current presentation. Leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use assets (“ROU assets”) and short-term and long-term lease liabilities are included on the face of the condensed consolidated balance sheet. Finance lease ROU assets are presented within other assets, and finance lease liabilities are presented within accrued liabilities. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component. For lease agreements with terms less than 12 months, the Company has elected the short-term lease measurement and recognition exemption, and it recognizes such lease payments on a straight-line basis over the lease term. Revenue Recognition The Company recognizes revenue upon product delivery. All of our products are shipped either same day or overnight or through longer shipping terms to the customer and the customer takes title to product and assumes risk and ownership of the product when it is delivered. Shipping charges to customers and sales taxes collectible from customers, if any, are included in revenues. For revenue from product sales, the Company recognizes revenue in accordance with Financial Accounting Standards Board “FASB” Accounting Standards Codification “ASC” 606. A five-step analysis a must be met as outlined in Topic 606: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) performance obligations are satisfied.. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. Adoption of ASC 606 had no material effect on the Company’s financial statements. Deferred Revenue Certain customer arrangements in the Company's business such as gift cards and e-commerce subscription purchases result in deferred revenues when cash payments are received in advance of performance. Gift cards are issued by the Company generally do not have expiration dates. The Company records a liability for unredeemed gift cards and advance payments for monthly club memberships, as cash is received, and the liability is reduced when the card is redeemed or product delivered. The following table represents the changes in deferred revenue as reported on the Company’s consolidated balance sheets: Balance as of December 31, 2018 $ 559,315 Cash payments received 93,580 Net sales recognized (375,500 ) Balance as of March 31, 2019 $ 277,395 Cash payments received 225,064 Net sales recognized (221,531 ) Balance as of June 30, 2019 $ 280,928 Cash payments received 120,345 Net sales recognized (203,699 ) Balance as of September 30, 2019 $ 197,574 Disaggregation of Revenue The following table represents a disaggregation of revenue by from sales for the three and nine months ended September 30, 2019 and 2018: Three Months Ended September 30, 2019 2018 Specialty food service $ 11,574,373 $ 10,481,021 E-Commerce 1,572,031 1,181,933 National Brand Management 319,360 391,536 Total $ 13,465,764 $ 12,054,490 Nine Months Ended September 30, 2019 2018 Specialty food service $ 33,542,367 $ 29,739,129 E-Commerce 5,452,024 3,617,039 National Brand Management 1,256,039 1,603,869 Total $ 40,250,430 $ 34,960,037 Cost of goods sold We have included in cost of goods sold all costs which are directly related to the generation of revenue. These costs include primarily the cost of food and raw materials, packing and handling, shipping, and delivery costs. Basic and Diluted Earnings Per Share Basic net earnings per share is based on the weighted average number of shares outstanding during the period, while fully-diluted net earnings per share is based on the weighted average number of shares of common stock and potentially dilutive securities assumed to be outstanding during the period using the treasury stock method. Potentially dilutive securities consist of options and warrants to purchase common stock, and convertible debt. Basic and diluted net loss per share is computed based on the weighted average number of shares of common stock outstanding during the period. The Company uses the treasury stock method to calculate the impact of outstanding stock options and warrants. Stock options and warrants for which the exercise price exceeds the average market price over the period have an anti-dilutive effect on earnings per common share and, accordingly, are excluded from the calculation. Dilutive shares at September 30, 2019: Convertible notes and interest At September 30, 2019 there were no convertible notes outstanding. Warrants At September 30, 2019 there are no warrants outstanding. Stock Options The following table summarizes the options outstanding and the related prices for the options to purchase shares of the Company’s common stock issued by the Company at September 30, 2019: Weighted Average Remaining Exercise Number Contractual Price of Options Life (years) $ 0.62 360,000 4.25 $ 0.75 50,000 2.25 $ 0.85 540,000 4.25 $ 0.95 50,000 2.25 $ 1.10 75,000 1.62 $ 1.20 900,000 4.25 $ 1.38 100,000 0.17 $ 1.50 125,000 2.25 $ 2.00 125,000 2.25 $ 2.50 125,000 2.25 $ 3.00 125,000 2.25 2,575,000 3.55 Restricted Stock Awards At September 30, 2019 there are an additional 300,000 unvested restricted stock awards remaining from grants in a prior year. Those 300,000 restricted stock awards will vest as follows: 125,000 restricted stock awards will vest contingent upon the attainment of a stock price of $2.00 per share for 20 straight trading days, and an additional 175,000 restricted stock awards will vest contingent upon the attainment of a stock price of $3.00 per share for 20 straight trading days. Stock-based compensation During the nine months ended September 30, 2019, the Company incurred obligations to issue the following shares of common stock pursuant to employment agreements: an aggregate total of 218,175 shares of common stock to its Chief Executive Officer and to its Director of Strategic Acquisitions; an aggregate total 72,774 shares to board members; and 41,991 shares to an employee. Dilutive shares at September 30, 2018: There were no convertible notes or warrants outstanding on September 30, 2018. Stock Options The following table summarizes the options outstanding and the related prices for the options to purchase shares of the Company’s common stock issued by the Company at September 30, 2018: Weighted Average Remaining Exercise Number Contractual Price of Options Life (years) $ 1.10 75,000 2.62 $ 1.31 150,000 0.25 $ 1.38 100,000 1.17 $ 1.43 50,000 0.25 $ 1.90 175,000 0.73 550,000 0.89 Significant Recent Accounting Pronouncements In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, current U.S. GAAP requires the performance of procedures to determine the fair value at the impairment testing date of assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, the amendments under this ASU require the goodwill impairment test to be performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The ASU becomes effective for the Company on January 1, 2020. The amendments in this ASU should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months and disclosing key information about leasing transactions. Leases are classified as either operating or financing, with such classification affecting the pattern of expense recognition in the income statement. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842) - Targeted Improvements, which provided an optional transition method to apply the new lease requirements through a cumulative-effect adjustment in the period of adoption. We adopted ASU 2016-02 in the first quarter of 2019 using the optional transition method and elected certain practical expedients permitted under the transition guidance, which, among other things, allowed us to not reassess prior conclusions related to contracts containing leases or lease classification. The adoption primarily affected our condensed consolidated balance sheet through the recognition of $338,581 of operating right-of-use assets and $338,581 of operating lease liabilities as of January 1, 2019. The adoption did not have a significant impact on our results of operations or cash flows. See Note 7. "Leases" to our condensed consolidated financial statements for further discussion of the effects of the adoption of ASU 2016-02 and the associated disclosures. In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. This ASU relates to the accounting for non-employee share-based payments. The amendment in this update expands the scope of Topic 718 to include all share-based payment transactions in which a grantor acquired goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The ASU excludes share-based payment awards that relate to: (1) financing to the issuer; or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts from Customers. The share-based payments are to be measured at grant-date fair value of the equity instruments that the entity is obligated to issue when the goods or service has been delivered or rendered and all other conditions necessary to earn the right to benefit from the equity instruments have been satisfied. This standard will be effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. We adopted the provisions of this ASU on January 1, 2019. The adoption had no impact on our results of operations, cash flows, or financial condition. Management does not believe that any other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying condensed consolidated financial statements. |
3. ACQUISITIONS
3. ACQUISITIONS | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | 3. ACQUISITIONS GBC Sub, Inc. (d/b/a TheGiftBox) Effective July 23, 2019, P Innovations acquired certain assets of GBC Sub, Inc. (d/b/a The GiftBox) (“GiftBox”) (the “GiftBox Asset Purchase Agreement”). GiftBox, a privately held Nevada corporation controlled by David Polinsky, a director of the Company, was in the business of subscription-based ecommerce. The consideration for the assets purchased was a nominal amount of cash. The GiftBox Asset Purchase Agreement also provides the sellers the option to acquire 30% of P Innovations subject to dilution for a period of thirty-six months following the date of the Giftbox Asset Purchase Agreement; the option will only be exercisable if there is a spinoff of P Innovations to Innovative Food Holdings shareholders. The Company is evaluating its preliminary purchase price allocation. As a result, during the preliminary purchase price allocation period, which may be up to one year from the asset purchase date, we may record adjustments to the assets acquired. Mouth Foods, Inc. Effective July 6, 2018, M Innovations acquired certain assets of Mouth Foods, Inc. from MFI (assignment for the benefit of creditors), LLC (“MFI”), the assignee of Mouth Foods, Inc.’s assets in connection with a Delaware assignment proceeding, pursuant to the terms of an Asset Purchase Agreement (“MFI APA”). The MFI APA was accounted for as an acquisition of an ongoing business in accordance with ASC Topic 805 - Business Combinations (“ASC 805”), where the Company was treated as the acquirer and the acquired assets and assumed liabilities were recorded by the Company at their preliminary estimated fair values. Mouth Foods, Inc., was a privately held New York company operating out of Brooklyn, was an expert curator and online retailer of high quality specialty foods from small-batch makers in the US. The consideration for and in connection with the acquisition consisted of (i) closing related cash payments of $208,355; (ii) additional revenue-based contingent liabilities valued by management at $100,000 related to certain future sales of purchased assets payable under the following terms: payment of 5% of certain revenues, with no payments on the first $500,000 of revenues and no payments on revenues after June 30, 2020; (iii) additional revenue based contingent liabilities of up to $185,000 associated with the purchase of certain debt of the seller; and (iv) additional contingent liability consideration valued by management at approximately $20,000. The acquisition date estimated fair value of the consideration transferred totaled $513,355. During the year ended December 31, 2018, the Company changed the original allocation of the purchase price among the assets acquired. The reallocated purchase price consisted of the following: Cash $ 208,355 Contingent liability – payable to debt holder 185,000 Contingent liabilities – payable to sellers 100,000 Additional Contingent Liabilities 20,000 Total purchase price $ 513,355 Tangible assets acquired $ 57,000 Intangible assets acquired 419,926 Goodwill acquired 36,429 Total purchase price $ 513,355 The above estimated fair value of the intangible assets is based on management’s estimates. Going forward, adjustments to assets acquired or liabilities assumed subsequent to the purchase price allocation period will be made in our operating results in the period in which the adjustments are determined. iGourmet, LLC The iGourmet Asset Purchase Agreement effective January 23, 2018 (the “iGourmet APA”) was accounted for as an acquisition of an ongoing business in accordance with ASC Topic 805 - Business Combinations (“ASC 805”), where the Company was treated as the acquirer and the acquired assets and certain liabilities not purchased or assumed by Innovative Gourmet, which under certain circumstances, Innovative Gourmet may determine to pay, were recorded by the Company at their preliminary estimated fair values. The consideration for and in connection with the iGourmet APA consisted of: (i) $1,500,000, which satisfied or reduced secured, priority and administrative debt of sellers; (ii) in connection with and prior to the acquisition, our wholly-owned subsidiary, Food Funding, funded advances of $325,500 to sellers on a secured basis, pursuant to certain loan documents and as bridge loans, which loans were reduced by the proceeds of the iGourmet APA; (iii) the purchase for $200,000 of certain debt owed by sellers, to be paid out of, if available, Innovative Gourmet’s cash flow; (iv) potential contingent liability allocation for a percentage of sellers’ approximately $2,300,000 of certain debt, not purchased or assumed by Innovative Gourmet, which under certain circumstances, Innovative Gourmet may determine to pay; and (v) additional purchase price consideration of (a) up to a maximum of $1,500,000, if EBITDA of Innovative Gourmet reaches $800,000 thousand in 2018, (b) up to a maximum of $1,750,000, if EBITDA of Innovative Gourmet in 2019 exceeds its EBITDA in 2018 by at least 20% and if its EBITDA reaches $5,000,000; and (c) up to a maximum of $2,125,000, if EBITDA of Innovative Gourmet in 2020 exceeds its EBITDA in 2019 by at least 20% and if its EBITDA reaches $8,000,000. The additional purchase price consolidation milestone for 2018 was not met. The EBITDA based earnout shall be paid 37.5% in cash, 25% in Innovative Food Holdings shares valued at the time of the closing of this transaction and 37.5%, at Innovative Gourmet’s option, in Innovative Food Holdings shares valued at the time of the payment of the earnout or in cash. In connection with the iGourmet APA, our wholly-owned subsidiary, Food Funding, purchased seller’s senior secured note at a price of approximately $1,187,000, pursuant to the terms of a Loan Sale Agreement with UPS Capital Business Credit. That note was reduced by the proceeds of the iGourmet APA as disclosed in (i) above. The acquisition date estimated fair value of the consideration transferred totaled $4,151,243. During the year ended December 31, 2018, the Company made the following purchase price adjustments: (i) accrued an additional $286,239 for accounts payable prior to acquisition; (ii) decreased contingent liabilities by the amount of $392,900 for earnout payments not made; (iii) decreased accounts receivable in the amount of $108,893 for amounts not collected; and (4) increased deferred revenue in the amount of $231,169 for shipments made. These adjustments increased the value of the acquisition to $4,275,751. At December 31, 2018, the value of the acquisition consisted of the following: Initial purchase price $ 1,500,000 Cash payable in connection with transaction 1,863,443 Accounts payable 286,239 Deferred revenue 231,169 Contingent liabilities 394,900 Total purchase price $ 4,275,751 Tangible assets acquired $ 842,458 Intangible assets acquired 2,970,600 Goodwill acquired 462,693 Total purchase price $ 4,275,751 The above estimated fair value of the intangible assets is based on a third party valuation expert and also includes additional analysis by management based on a subsequent analysis of the transaction and adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Going forward, adjustments to assets acquired or liabilities assumed subsequent to the purchase price allocation period will be made in our operating results in the period in which the adjustments are determined. Pro forma results The following table sets forth the unaudited pro forma results of the Company as if the iGourmet APA was effective on the first day of the September 30, 2018 nine month period presented. These combined results are not necessarily indicative of the results that may have been achieved had the companies always been combined. Nine months ended September 30, 2018 (unaudited) Revenues $ 35,337,687 Net Income $ 816,172 Basic net income per share $ 0.024 Diluted net income per share $ 0.024 Weighted average shares – basic 33,974,321 Weighted average shares – diluted 33,974,321 |
4. ACCOUNTS RECEIVABLE
4. ACCOUNTS RECEIVABLE | 9 Months Ended |
Sep. 30, 2019 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | 4. ACCOUNTS RECEIVABLE At September 30, 2019 and December 31, 2018, accounts receivable consists of: September 30, 2019 December 31, 2018 Accounts receivable from customers $ 3,332,720 $ 3,194,932 Allowance for doubtful accounts (153,044 ) (155,176 ) Accounts receivable, net $ 3,179,676 $ 3,039,756 |
5. INVENTORY
5. INVENTORY | 9 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | 5. INVENTORY Inventory consists primarily of specialty food products. At September 30, 2019 and December 31, 2018, inventory consisted of the following: September 30, 2019 December 31, 2018 Finished Goods Inventory $ 2,695,489 $ 2,301,377 |
6. PROPERTY AND EQUIPMENT
6. PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 6. PROPERTY AND EQUIPMENT Acquisition of Building The Company owns a building and property located at 28411 Race Track Road, Bonita Springs, Florida 34135. The property consists of approximately 1.1 acres of land and approximately 10,000 square feet of combined office and warehouse space, and was purchased as part of a bank short sale. The Company moved its operations to these premises on July 15, 2013. The purchase price of the property was $792,758. On May 14, 2015, the Company purchased a building and property located at 2528 S. 27th Avenue, Broadview, Illinois 60155. The property consists of approximately 1.33 acres of land and approximately 28,711 square feet of combined office and warehouse space. The purchase price of $914,350 was initially financed primarily by a draw-down of $900,000 on the Company’s credit facility with Fifth Third Bank, National Association (“Fifth Third Bank”). On May 29, 2015, a permanent financing facility was provided by Fifth Third Bank in the form of a loan in the amount of $980,000. $900,000 of this amount was used to pay the balance of the credit facility; the additional $80,000 was used for refrigeration and other improvements at the property. The interest on the loan is at the LIBOR rate plus 3.0%. The building is used for office and warehouse space primarily for the Company’s Artisan subsidiary. We have also recently completed an additional property improvement and upgrade buildout at the Artisan building which include a fully functional commercial test kitchen and training center and conference room. The test kitchen and training room will be used by Artisan and other subsidiaries of the Company for the purposes of new product testing and development and approval, Quality Assurance and Quality Control as well as sales presentations and customer demonstrations. In addition, we recently added a packaging room to the Artisan building, which is built to FDA, FSMA and SQF food safety standards and purchased new, technologically advanced semi-automated fillers for the packaging room. The packaging room addition will allow for expansion of private label product lines as well as packing of organic, non GMO, diet specific and other specialty foods. The test kitchen, packaging room and additional improvements were financed by a loan from Fifth Third Bank. Depreciation on the building and the related improvements, furniture, fixtures, and equipment began when the Company occupied the facility in October, 2015. On November 8, 2019 the Company, through a newly formed wholly-owned subsidiary, purchased a logistics and warehouse facility (the “Facility”) for $4.5 million. The Facility is approximately 200,000 square feet and is situated on approximately 15 acres in Mountain Top, Pennsylvania. The Facility’s appraised value by a third party appraisal firm in October 2019 was $6,150,000 “as is” and $8,000,000 with additional scheduled improvements. Related to the Facility purchase, the Company entered into a commercial loan agreement for both the purchase price and planned improvements to the building. The amount of the loan was $5.5 million, the lender was Fifth Third Bank and the loan is secured by a mortgage on the property and other Company assets. The interest on the loan is LIBOR plus 2.75%, with interest only payments due through September 30, 2020, thereafter with principal amortized over 20 years and maturity on September 2, 2025 Related to Facility purchase, the Company also acquired certain leases from certain tenants of the Facility, all of which were in good standing at the time of purchase. A summary of property and equipment at September 30, 2019 and December 31, 2018, was as follows: September 30, 2019 December 31, 2018 Land $ 385,523 $ 385,523 Building 1,356,783 1,326,165 Computer and Office Equipment 549,703 523,853 Warehouse Equipment 302,046 302,622 Furniture and Fixtures 894,628 889,073 Vehicles 109,441 220,812 Total before accumulated depreciation 3,598,124 3,648,048 Less: accumulated depreciation (1,390,087 ) (1,191,438 ) Total $ 2,208,037 $ 2,456,610 Depreciation and amortization expense for property and equipment amounted to $80,402 and $51,384 for the three months ended September 30, 2019 and 2018, respectively. Depreciation and amortization expense for property and equipment amounted to $231,731 and $146,108 for the nine months ended September 30, 2019 and 2018, respectively. |
7.RIGHT OF USE ASSETS AND LEASE
7.RIGHT OF USE ASSETS AND LEASE LIABILITIES – OPERATING LEASES | 9 Months Ended |
Sep. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | 7. RIGHT OF USE ASSETS AND LEASE LIABILITIES – OPERATING LEASES The Company has operating leases for offices, warehouses, vehicles, and office equipment. The Company’s leases have remaining lease terms of 1 year to 3 years, some of which include options to extend. The Company’s lease expense for the three and nine months ended September 30, 2019 was entirely comprised of operating leases and amounted to $57,780 and $155,047, respectively. The Company’s ROU asset amortization for the three and nine months ended September 30, 2019 was $53,472 and $140,303, respectively. The difference between the lease expense and the associated ROU asset amortization consists of interest. Right to use assets – operating leases are summarized below: September 30, 2019 Warehouse $ 69,880 Warehouse equipment 22,321 Office equipment 35,421 Vehicles 168,957 Right to use assets, net $ 296,579 Operating lease liabilities are summarized below: September 30, 2019 Warehouse $ 69,880 Warehouse equipment 22,321 Office equipment 35,421 Vehicles 168,957 Lease liability $ 296,579 Less: current portion (165,369 ) Lease liability, non-current $ 131,210 Maturity analysis under these lease agreements are as follows: Twelve months ended September 30, 2020 $ 176,689 Twelve months ended September 30, 2021 58,972 Twelve months ended September 30, 2022 30,158 Twelve months ended September 30, 2023 16,373 Twelve months ended September 30, 2024 13,776 Thereafter 25,255 Total $ 321,223 Less: Present value discount (24,644 ) Lease liability $ 296,579 |
8. INVESTMENTS
8. INVESTMENTS | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block Supplement [Abstract] | |
Investment [Text Block] | 8. INVESTMENTS The Company has made investments in certain early stage food related companies which it expects can benefit from synergies with the Company’s various operating businesses. At September 30, 2019 the Company has investments in seven food related companies in the aggregate amount of $420,225. The Company does not have significant influence over the operations of these companies. During the three and nine months ended September 30, 2019, the Company invested cash of $10,200 and 35,200, respectively, in food related companies. The Company’s investments may take the form of debt, equity, or equity in the future including convertible notes and other instruments which provide for future equity under various scenarios including subsequent financings or initial public offerings. The Company has evaluated the guidance in Accounting Standards Codification (“ASC”) No. 325-20 Investments – Other, in determining to account for the investment using the cost method since the equity securities are not marketable and do not give the Company significant influence. Also during the three and nine months ended September 30, 2019, the Company converted accounts receivable in the amount of $15,000 and $45,500, respectively, into an equity investment in a food related company. |
9. INTANGIBLE ASSETS
9. INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Intangible Assets Disclosure [Text Block] | 9. INTANGIBLE ASSETS The Company acquired certain intangible assets pursuant to the acquisitions through Artisan, Oasis (see note 3), Innovative Gourmet (see note 3), OFB, Haley, and M Innovations. The following is the net book value of these assets: September 30, 2019 Accumulated Gross Amortization Net Non-Compete Agreement - amortizable $ 505,900 $ (415,887 ) $ 90,013 Customer Relationships - amortizable 3,068,043 (2,279,241 ) 788,802 Trade Name 1,532,822 - 1,532,822 Internally Developed Technology - amortizable 875,643 (285,685 ) 589,958 Goodwill 650,243 - 650,243 Website - amortizable 47,000 - 47,000 Total $ 6,679,651 $ (2,980,813 ) $ 3,698,838 December 31, 2018 Accumulated Gross Amortization Net Non-Compete Agreement - amortizable $ 505,900 $ (362,913 ) $ 142,987 Customer Relationships - amortizable 3,068,043 (1,783,598 ) 1,284,445 Trade Name 1,532,822 - 1,532,822 Internally Developed Technology - amortizable 875,643 (144,577 ) 731,066 Goodwill 650,243 - 650,243 Total $ 6,632,651 $ (2,291,088 ) $ 4,341,563 Total amortization expense for the three months ended September 30, 2019 and 2018 was $210,028 and $242,874, respectively; total amortization expense for the nine months ended September 30, 2019 and 2018 was $689,725 and $648,177, respectively. The trade names are not considered finite-lived assets, and are not being amortized. The non-compete agreement is being amortized over a period of 48 months. The customer relationships acquired in these transactions are being amortized over periods of 24 to 36 months. The internally developed technology is being amortized over 60 months. As detailed in ASC 350, the Company tests for goodwill impairment in the fourth quarter of each year and whenever events or changes in circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. As detailed in ASC 350-20-35-3A, in performing its testing for goodwill impairment, management has completed a qualitative analysis to determine whether it was more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. To complete this review, management followed the steps in ASC 350-20-35-3C to evaluate the fair value of goodwill and considered all known events and circumstances that might trigger an impairment of goodwill. The analysis completed in 2018 determined that there was no impairment to goodwill assets. |
10. ACCOUNTS PAYABLE AND ACCRUE
10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 9 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities at September 30, 2019 and December 31, 2018 are as follows: September 30, 2019 December 31, 2018 Trade payables and accrued liabilities $ 2,286,085 $ 3,425,178 Accrued payroll and commissions 217,062 264,690 Total $ 2,503,147 $ 3,689,868 |
11. ACCRUED INTEREST
11. ACCRUED INTEREST | 9 Months Ended |
Sep. 30, 2019 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Other Liabilities Disclosure [Text Block] | 11. ACCRUED INTEREST At September 30, 2019, accrued interest on notes outstanding was $18,471. During the nine months ended September 30, 2019, the Company paid cash for interest in the aggregate amount of $68,812. At December 31, 2018, accrued interest on a note outstanding was $16,402. During the twelve months ended December 31, 2018, the Company paid cash for interest in the aggregate amount of $190,781. |
12. REVOLVING CREDIT FACILITIES
12. REVOLVING CREDIT FACILITIES | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Short-term Debt [Text Block] | 12. REVOLVING CREDIT FACILITIES September 30, 2019 December 31, 2018 On March 23, 2018, the Company entered into a Master Loan & Security Agreement that provided for the advance of funds in connection with a $500,000 Draw Promissory Note. in order to finance certain equipment acquisitions (“Artisan Equipment Loan”); On December 21, 2018, the Company advanced $391,558 under the $500,000 Draw Promissory Note. This loan is secured by the Company’s tangible and intangible personal property and bears interest at the rate of 5.20%. As of December 31, 2018, there was $108,422 remaining to be drawn on the Artisan Equipment Loan. On March 27, 2019, an amendment was made to the Draw Promissory Note to extend the draw period to December 31, 2019. On March 27, 2019, a Promissory Note was made for the amounts advanced in the amount of $391,558 to convert to a Term Loan. (see note 13). $ - $ - Line of credit facility with Fifth Third Bank in the original amount of $1,000,000 with an interest rate of LIBOR plus 3.25%. In August 2015, the amount of the credit facility was increased to $1,500,000 and the due date was extended to August 1, 2016. In August 2016, this credit facility was extended to August 1, 2017. On August 1, 2017 this credit facility was increased to $2,000,000 and the due date was extended to August 1, 2018. In August 2018, this credit facility was extended to August 1, 2019. Effective August 1, 2019, this credit facility was extended to August 1, 2021. $ - $ - Total $ - $ - |
13. NOTES PAYABLE
13. NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 13. NOTES PAYABLE September 30, 2019 December 31, 2018 Term loan dated as of August 5, 2016 in the original amount of $1,200,000 payable to Fifth Third Bank. This loan is secured by the Company’s tangible and intangible personal property and bears interest at the rate of LIBOR plus 4.5%. Principal payments in the amount of $66,667 are due monthly along with accrued interest beginning September 5, 2016. The entire principal balance and all accrued interest was due and was paid on the maturity date of February 5, 2018. During the twelve months ended December 31, 2016, the Company transferred principal in the amount of $1,200,000 from the line of credit facility with Fifth Third Bank into this term loan. During the twelve months ended December 31, 2018, the Company made principal and interest payments on this loan in the amounts of $114,033 and $829, respectively. $ - $ - Secured mortgage note payable for the acquisition of land and building in Bonita Springs, Florida in the amount of $546,000. Principal payments of $4,550 plus interest at the rate of Libor plus 3% are due monthly. The balance of the principal amount was originally due February 28, 2018. On March 23, 2018 and effective February 26, 2018, this note was amended and renewed in the amount of $273,000, with monthly payments of principal and interest of $4,550 payable through the maturity date of February 28, 2023. During the three months ended September 30, 2019, the Company made payments of principal and interest on this note in the amounts of $13,650 and $2,695, respectively. During the nine months ended September 30, 2019, the Company made payments of principal and interest on this note in the amounts of $40,950 and $8,817, respectively. 191,100 232,050 Secured mortgage note payable for the acquisition of land and building in Broadview, Illinois in the amount of $980,000. Principal payments of $8,167 plus interest at the rate of LIBOR plus 2.75% are due monthly through April 2020, the remaining principal balance in the amount of $490,000 will be due May 29, 2020. During the three months ended September 30, 2019, the Company made payments of principal and interest on this note in the amounts of $24,500 and $7,364, respectively. During the nine months ended September 30, 2019, the Company made payments of principal and interest on this note in the amounts of $73,500 and $23,577, respectively. 555,333 628,833 Term loan dated March 28, 2018 in the original amount of $1,500,000 payable to Fifth Third Bank. This loan is secured by the Company’s tangible and intangible personal property and bears interest at the rate of LIBOR plus 4.25%. Principal payments in the amount of $83,333 are due monthly along with accrued interest beginning March 28, 2018. The entire principal balance and all accrued interest is due on the maturity date of August 28, 2019. During the three months ended September 30, 2019, the Company made payments of principal and interest on this note in the amounts of $166,668 and $1,390, respectively. During the nine months ended September 30, 2019, the Company made payments of principal and interest on this note in the amounts of $666,670 and $17,157, respectively. - 666,670 Promissory note dated March 22, 2019 in the original amount of $391,558 (the “Artisan Equipment Loan”) payable to Fifth Third Bank. This loan is secured by the Company’s tangible and intangible personal property and bears interest at the rate of 5.20%. The entire principal balance and all accrued interest is due on the maturity date of March 21, 2024. Monthly payments in the amount of $7,425 including principal and interest commenced in April, 2019. During the three and nine months ended September 30, 2019, equipment financed under the Artisan Equipment Loan in the amount of $33,075 was returned for credit. Also during the three and nine months ended September 30, 2019, the Company made payments of principal and interest on this note in the amounts of $16,001 and $4,455, respectively. 332,032 391,558 A note payable in the amount of $20,000. The Note was due in January 2006 and the Company is currently accruing interest on this note at 1.9%. During the three and nine months ended September 30, 2019, the Company accrued interest in the amount of $93 and $279, respectively, on this note. 20,000 20,000 September 30, 2019 December 31, 2018 Unsecured promissory note in the amount of $100,000 dated January 1, 2017 bearing interest at the rate of 2.91% per annum issued in connection with the Oasis acquisition. Payments in the amount of $4,297 consisting of principal and interest are to be made monthly beginning February 15, 2017 for twenty-four months until paid in full. During the three months ended September 30, 2019, the Company made principal and interest payments on this note in the amount of $0 and $0, respectively. During the nine months ended September 30, 2019, the Company made principal and interest payments on this note in the amount of $4,291 and $2, respectively. - 4,291 This obligation was reclassified as a Lease Liability - Financing Lease in connection with the Company’s adoption of ASU 2016-02 on January 1, 2019; see note 14. - 5,661 Vehicle acquisition loan dated December 6, 2018 in the original amount of $51,088, payable in sixty monthly installments of $955 including interest at the rate of 4.61%. During the three months ended September 30, 2019, the Company made principal and interest payments in the amount of $3,123 and $697, respectively, on this loan. During the nine months ended September 30, 2019, the Company made principal and interest payments in the amount of $6,961 and $1,634, respectively, on this loan. 43,368 50,328 This obligation was reclassified as a Lease Liability - Financing Lease in connection with the Company’s adoption of ASU 2016-02 on January 1, 2019; see note 14. - 125,711 Total $ 1,141,833 $ 2,125,102 Current portion $ 705,460 $ 928,857 Long-term maturities 436,373 1,196,245 Total $ 1,141,833 $ 2,125,102 Aggregate maturities of long-term notes payable as of September 30, 2019 are as follows: For the period ended September 30, 2020 $ 705,197 2021 133,907 2022 138,121 2023 115,259 2024 49,349 Thereafter - Total $ 1,141,833 |
14. LEASE LIABILITIES - FINANCI
14. LEASE LIABILITIES - FINANCING LEASES | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Lessee, Finance Leases [Text Block] | 14. LEASE LIABILITIES - FINANCING LEASES Financing lease obligation under a lease agreement for a forklift payable in thirty-six monthly installments of $579 including interest at the rate of 4.83%. During the three months ended September 30, 2019, the Company made principal and interest payments on this lease obligation in the amounts of $1,722 and $14, respectively. During the nine months ended September 30, 2019, the Company made principal and interest payments on this lease obligation in the amounts of $5,661 and $103, respectively. -- - Financing lease obligations under a lease agreement for a truck in the original amount of $128,587 payable in seventy monthly installments of $2,326 including interest at the rate of 8.33%. During the three months ended September 30, 2019, the Company made principal and interest payments on this lease obligation in the amounts of $4,5751 and $2,402, respectively. During the nine months ended September 30, 2019, the Company made principal and interest payments on this lease obligation in the amounts of $13,444 and $7,487 respectively. 112,267 - Total $ 112,267 $ - Current portion $ 19,279 $ - Long-term maturities 92,988 - Total $ 112,267 $ - Aggregate maturities of lease liabilities – financing leases as of September 30, 2019 are as follows: For the period ended September 30, 2020 $ 19,279 2021 20,952 2022 22,766 2023 24,737 2024 24,533 Thereafter - Total $ 112,267 |
15. RELATED PARTY TRANSACTIONS
15. RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 15. RELATED PARTY TRANSACTIONS For the nine months ended September 30, 2019: GBC Sub, Inc. (d/b/a TheGiftBox) Effective July 23, 2019, P Innovations acquired certain assets of GBC Sub, Inc. (d/b/a The GiftBox) (“GiftBox”) (the “GiftBox Asset Purchase Agreement”). GiftBox, a privately held Nevada corporation controlled by David Polinsky, a director of the Company, was in the business of subscription-based ecommerce. The consideration for the assets purchased was a nominal amount of cash. The GiftBox Asset Purchase Agreement also provides the sellers the option to acquire 30% of P Innovations subject to dilution for a period of thirty-six months following the date of the Giftbox Asset Purchase Agreement; the option will only be exercisable if there is a spinoff of P Innovations to Innovative Food Holdings shareholders. The Company is evaluating its preliminary purchase price allocation. As a result, during the preliminary purchase price allocation period, which may be up to one year from the asset purchase date, we may record adjustments to the assets acquired. Sale of common stock to related party On July 23, 2019, the Company entered into a subscription agreement to sell 349,650 restricted shares of common stock to Pet Box LLC, a company controlled by David Polinsky, a director of the Company. The purchase price was $0.715 per share for a total of $250,000. See note 17. Vesting of shares to officers During the nine months ended September 30, 2019 in connection with stock based compensation based upon the terms of employment agreements with its employees and compensation agreements with the Company’s independent board members, the Company charged to operations the aggregate total amount of $154,036 for the vesting of a total of 290,949 shares of common stock issuable to its Chief Executive Officer, its Director of Strategic Acquisitions and to its two independent board members. In January 2019, the Company awarded the following to each of its two independent directors: (i) a cash retainer in the amount of $45,000, which was paid in January 2019; and (ii) cash retainers in the amount of $30,000 per year, to be paid quarterly. In January 2019, the Company awarded the following stock options to each of its four directors: - (i) five-year options to purchase 90,000 shares of common stock at a price of $0.62 per share, vesting quarterly over a three year period; - (ii) five-year options to purchase 135,000 shares of common stock at a price of $0.85 per share, vesting quarterly over a three year period; - (iii) five-year options to purchase 225,000 shares of common stock at a price of $1.20 per share, vesting quarterly over a three year period The Company recognized non-cash compensation in the amount of $34,120 and $102,360 during the three and nine months ended September 30, 2019 in connection with these options. For the nine months ended September 30, 2018: In December 2017, the Company’s Chief Executive Officer exercised 100,000 options at a price of $0.35 per share and an additional 100,000 options at a price of $0.57 per share. The date for payment of the exercise price of these options was extended to April 26, 2018. 55,192 shares of common stock were deemed issued on March 5, 2018, which number of shares represents a net amount after a cash payment of $45,000 which was a portion of the difference between the exercise price of the options and the market price of the stock on the date of purchase, and taxes. In December 2017, the Company’s former President exercised 100,000 options at a price of $0.35 per share and an additional 100,000 options at a price of $0.57 per share. The date for payment of the exercise price of these options was extended to April 26, 2018. 60,749 shares of common stock were deemed issued on March 5, 2018, which number of shares represents a net amount after a cash payment of $45,000 which was a portion of the difference between the exercise price of the options and the market price of the stock on the date of purchase, and taxes. In December 2017, a Board Member exercised 100,000 options at a price of $0.35 per share. The date for payment of the exercise price of these options was extended to April 26, 2018. In March 2018 the Company made a payment of $77,000 which is the difference between the exercise price of the options and the market price of the stock on the date of purchase. In May 2018, as part of a realignment towards focusing on certain specific growth initiatives and growth opportunities the Company amended the employment agreement with its President, and the President of the Company was named as the Director of Strategic Acquisitions, whose responsibilities include: (i) identifying and assisting in the acquisition and integration of strategic assets; (ii) identifying and executing on new growth opportunities; and (iii) identifying and executing growth initiatives for the Company. In order to allow for the Executive to devote his full time to his new responsibilities, the President of the Company resigned from his role as President of the Company and its subsidiaries. Pursuant to this agreement, the Executive’s salary was reduced by $15,000 per year, and an equity bonus of 46,000 shares of the Company’s common stock will be issued to the Executive. These shares will vest at a rate of one-sixth per month over a period of six months. |
16. COMMITMENTS AND CONTINGENT
16. COMMITMENTS AND CONTINGENT LIABILITIES | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 16. COMMITMENTS AND CONTINGENT LIABILITIES Contingent Liability Pursuant to the iGourmet Asset Purchase Agreement, the Company recorded contingent liabilities in the original amount of $787,800. This amount relates to certain performance based payments over the twenty-four months following the acquisition date as well as to certain additional liabilities that the Company has evaluated and has recorded on a contingent basis. During the year ended December 31, 2018, the Company reduced this amount by $392,900 as the performance goals for the first year were not met. During the three months ended September 30, 2019, the Company paid the amount of $30,000 in connection with the additional liabilities; at September 30, 2019, the amount of $132,300 remains on the Company’s balance sheet as a current contingent liability, and $227,600 as a long term contingent liability. Pursuant to the Oasis acquisition, the Company had a contingent liability in the amount of $400,000 on connection with performance-based bonus obligations. During the year ended December 31, 2018, the company paid the amount of $189,000 related to these obligations, and recorded a gain in the amount of $11,000. During the three months ended September 30, 2019, the Company paid the amount of $200,000 in connection with these obligations; at September 30, 2019, there is no further liability related to these obligations on the Company’s balance sheet. Pursuant to the Mouth Foods LLC Asset Acquisition, the Company recorded contingent liabilities in the amount of $240,576. These amounts relate to the estimate of certain performance based payments following the acquisition date as well as to certain additional liabilities that the Company has evaluated and has recorded on a contingent basis. During the three and nine months ended September 30, 2019, the Company paid the amount of $12,951 and $66,719 in connection with these liabilities. At September 30, 2019, $53,857 is classified as a current contingent liability. License Agreements In May 2019, the Company entered into a royalty-based license agreement, through December 31, 2022 with a lifestyle brand, which provides the exclusive right, with certain carve-outs and limitations, to sell and promote branded gift baskets for certain channels including: retail, warehouse club stores, certain of the Company’s current e-commerce channels, and other e-commerce channels such as amazon.com (the “May 2019 License Agreement”). Pursuant to the May 2019 License Agreement, the Company paid an initial royalty deposit in the amount of $50,000 towards the minimum royalty, which is classified as other current assets on the Company’s balance sheet at September 30, 2019. Future royalty amounts owed for minimum payments in connection with the May 2019 License Agreement will be deducted from this deposit. The royalty rate is 5% of net sales, and the Company is required, with certain exceptions and exclusions, to make minimum royalty payments of $100,000 through the end of 2020, $110,000 in 2021, and $125,000 in 2022, respectively. Litigation On September 16, 2019, an action (the “PA Action”) was filed in the Court of Common Pleas of Philadelphia County, Trial Division, against, among others, the Company and its wholly-owned subsidiaries, Innovative Gourmet LLC and Food Innovations, Inc. The complaint in the PA Action alleges, inter alia, wrongful death and negligence by a driver employed by Innovative Gourmet and demands minimum aggregate damages of $1.25 million, although we expect Plaintiffs’ actual claims for damages to be substantially higher. The Company and its subsidiaries had auto and umbrella insurance policies, among others, that were in effect for the relevant period. While the initial response from the relevant insurance companies has been to provide coverage only under an auto policy, we intend to further aggressively pursue the Company and its subsidiaries’ insurance coverage under their umbrella and other available policies. In addition, the Company intends to defend this action and believes that the likely outcome would result in any liabilities being covered in full by its insurance carriers. However, if the Company was found responsible for damages in excess of its available insurance coverage, such damages in excess of the coverage could have a material adverse effect on the Company’s operations. From time to time, the Company has become and may become involved in certain lawsuits and legal proceedings which arise in the ordinary course of business, or as the result of current or previous investments, or current or previous subsidiaries, or current or previous employees, or current or previous directors, or as a result of acquisitions and dispositions or other corporate activities. The Company intends to vigorously defend its positions. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our financial position or our business and the outcome of these matters cannot be ultimately predicted. |
17. EQUITY
17. EQUITY | 9 Months Ended |
Sep. 30, 2019 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 17. EQUITY Common Stock At September 30, 2019 and December 31, 2018, a total of 2,587,580 shares are deemed issued but not outstanding by the Company. These include 2,373,171 shares of treasury stock. Nine months ended September 30, 2019: The Company issued a total of 131,136 shares of common stock to seven employees for previously accrued bonuses in the amount of $93,666. The Company charged the amount of $176,709 in connection with the vesting of 332,940 shares of common stock issuable to board members and employees in connection with their employment agreements. The Company sold 349,650 restricted shares of common stock to Pet Box LLC, a company controlled by David Polinsky, a director of the Company. The purchase price was $0.715 per share for a total of $250,000. The Company issued 9,524 shares of common stock with a fair value of $0.54 to a service provider; the fair value of $5,143 was charged to operations during the three months ended September 30, 2019. Nine months ended September 30, 2018: The Company issued 100,000 shares of common stock for cash of $35,000 pursuant to the exercise of options. In December 2017, the Company’s Chief Executive Officer exercised 100,000 options at a price of $0.35 per share and an additional 100,000 options at a price of $0.57 per share. The date for payment of the exercise price of these options was extended to April 26, 2018. 55,192 shares of common stock were deemed issued on March 5, 2018, which number of shares represents a net amount after a cash payment of $45,000 which was a portion of the difference between the exercise price of the options and the market price of the stock on the date of purchase, and taxes. In December 2017, the Company’s President exercised 100,000 options at a price of $0.35 per share and an additional 100,000 options at a price of $0.57 per share. The date for payment of the exercise price of these options was extended to April 26, 2018. 60,749 shares of common stock were deemed issued on March 5, 2018, which number of shares represents a net amount after a cash payment of $45,000 which was a portion of the difference between the exercise price of the options and the market price of the stock on the date of purchase, and taxes. The Company recognized the fair value of stock options vested to management and employees in the amount of $9,462. The Company also recognized the fair value of stock grants to management and employees in the amount of $13,946. The Company purchased 2,000 shares of common stock from an employee at a cost of $0.97 per share for a total of $1,940 and retired these shares to treasury. The Company made open market purchases of 27,800 shares of its common stock at an average cost of $0.79 per share for a total of $22,117 and retired these shares to treasury. Warrants There were no warrants outstanding at September 30, 2019 or December 31, 2018. Options The following table summarizes the options outstanding at September 30, 2019 and the related prices for the options to purchase shares of the Company’s common stock issued by the Company: Weighted Weighted Weighted average average average exercise exercise Range of Number of Remaining price of Number of price of exercise options contractual outstanding options exercisable Prices Outstanding life (years) Options Exercisable Options $ 0.62 360,000 4.25 $ 0.62 90,000 $ 0.62 $ 0.75 50,000 2.25 $ 0.75 - $ - $ 0.85 540,000 4.25 $ 0.85 135,000 $ 0.85 $ 0.95 50,000 2.25 $ 0.95 - $ - $ 1.10 75,000 1.62 $ 1.10 75,000 $ 1.10 $ 1.20 900,000 4.25 $ 1.20 225,000 $ 1.20 $ 1.38 100,000 0.17 $ 1.38 100,000 $ 1.38 $ 1.50 125,000 2.25 $ 1.50 - $ - $ 2.00 125,000 2.25 $ 2.00 - $ - $ 2.50 125,000 2.25 $ 2.50 - $ - $ 3.00 125,000 2.25 $ 3.00 - $ - 2,575,000 3.55 $ 1.24 625,000 $ 1.06 Transactions involving stock options are summarized as follows: Number of Shares Weighted Average Exercise Price Options outstanding at December 31, 2018 1,050,000 $ 1.80 Granted 1,800,000 $ 0.98 Exercised - $ - Cancelled / Expired (275,000 ) $ 1.51 Options outstanding at September 30, 2019 2,575,000 $ 1.24 Options exercisable at September 30, 2019 625,000 $ 1.06 Aggregate intrinsic value of options outstanding and exercisable at September 30, 2019 and 2018 was $0 and $0, respectively. Aggregate intrinsic value represents the difference between the Company’s closing stock price on the last trading day of the fiscal period, which was $0.58 and $0.68 as of September 30, 2019 and 2018, respectively, and the exercise price multiplied by the number of options outstanding. During the three months ended September 30, 2019 and 2018, the Company charged $38,550 and $24,285, respectively, to operations to recognized stock-based compensation expense for employee stock options. During the nine months ended September 30, 2019 and 2018, the Company charged $115,651 and $47,693, respectively, to operations related to recognized stock-based compensation expense for employee stock options. Accounting for warrants and stock options The Company valued warrants and stock options during the three and nine months ended September 30, 2019 using the Black-Scholes valuation model utilizing the following variables: September 30, 2019 Volatility 59.4 % Dividends $ - Risk-free interest rates 2.49 % Term (years) 5.00 |
18. SUBSEQUENT EVENTS
18. SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 18. SUBSEQUENT EVENTS In October and November 2019, the Company issued 4,762 and 2,381 shares of common stock to a service provider. On November 8, 2019 the Company, through a newly formed wholly-owned subsidiary, purchased a logistics and warehouse facility (the “Facility”) for $4.5 million. The Facility is approximately 200,000 square feet and is situated on approximately 15 acres in Wright, Pennsylvania. The Facility’s appraised value by a third party appraisal firm in October 2019 was $6,150,000 “as is” and $8,000,000 with additional improvements. Related to the Facility purchase, the Company entered into a commercial loan agreement for both the purchase price and planned improvements to the building. The amount of the loan was $5.5 million, the lender was Fifth Third Bank and the loan is secured by a mortgage on the property and other Company assets. The interest on the loan is LIBOR plus 2.75%, with interest only payments due through September 30, 2020, thereafter with principal amortized over 20 years and maturity on September 2, 2025 Related to the Facility purchase, the Company also acquired certain leases from certain tenants of the Facility, all of which were in good standing at the time of purchase. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Business Activity Our business is currently conducted by our wholly-owned subsidiaries, Artisan, FII, FNM, OFB, GFG, GFW, Gourmeting, Haley, Oasis, Gourmet, iGourmet, M Innovations, (sometimes referred to herein as “Mouth” or ” Mouth.com”), Food Funding and P Innovations (collectively, IVFH and its subsidiaries, the “Company” or “IVFH”). Overall, our business activities are focused around the creation and growth of a platform which provides distribution or the enabling of distribution of high quality, unique specialty food and food related products ranging from specialty foodservice products to Consumer-Packaged Goods (“CPG”) products through a variety of sales channels ranging from national partnership based and regionally based foodservice related sales channels to e-commerce sales channels offering products both direct to consumers (“D2C”) and direct to business (“B2B”). In our business model, we receive orders from our customers and then work closely with our suppliers and our warehouse facilities to have the orders fulfilled. In order to maintain freshness and quality, we carefully select our suppliers based upon, among other factors, their quality, uniqueness, reliability and access to overnight courier services. FII, though its relationship with the producers, growers, and makers of thousands of unique specialty foodservice products and through its relationship with US Foods, Inc. (“U.S. Foods” or “USF”), has been in the business of providing premium restaurants, within 24 – 72 hours, with the freshest origin-specific perishable, and healthcare products shipped directly from our network of vendors and from our warehouses. Our customers include restaurants, hotels, country clubs, national chain accounts, casinos, hospitals and catering houses. Gourmet has been in the business of providing specialty food via e-commerce through its own website at www.forthegourmet.com and through other ecommerce channels, with unique specialty gourmet food products shipped directly from our network of vendors and from our warehouses within 24 – 72 hours. Artisan is a supplier of over 1,500 unique specialty foodservice products to over 500 customers such as chefs, restaurants, etc. in the Greater Chicago area and serves as a national fulfillment center for certain of the Company’s other subsidiaries. GFG is focused on expanding the Company’s program offerings to additional specialty foodservice customers. P Innovations focus is to leverage acquired assets to expand the Company’s subscription-based e-commerce business activities. Haley is a dedicated foodservice consulting and advisory firm that works closely with companies to access private label and manufacturers’ private label food service opportunities with the intent of helping them launch and commercialize new products in the broadline foodservice industry and assists in the enabling of the distribution of products via national broadline food distributors. OFB and Oasis function as outsourced national sales and brand management teams for emerging organic and specialty food CPG companies of a variety of sizes and business stages, and provides emerging and unique CPG specialty food brands with distribution and shelf placement access in all of the major metro markets in the food retail industry. iGourmet has been in the business of providing DTC specialty food via e-commerce through its own website at www.iGourmet.com and through other channels such as www.amazon.com, www.ebay.com, and www.walmart.com. In addition, Igourmet.com offers a line of B2B specialty foodservice items. Products are primarily shipped directly from iGourmet.com’s 67,000 square feet warehouse in Pennsylvania via iGourmet.com owned trucks and via third party carrier directly to thousands of customers nationwide. Mouth.com (www.mouth.com) is an online retailer of specialty foods, monthly subscription boxes and curated gift boxes to thousands of consumers and corporate customers across the United States. Mouth sources high quality specialty foods crafted in the US by independent and small batch makers, and expertly curates them into standout food gifts for both consumers and corporate customers. Mouth also has launched a private label brand, including several award-winning products. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate these estimates, including those related to revenue recognition and concentration of credit risk. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Accounts subject to estimate and judgements are accounts receivable reserves, income taxes, intangible assets, contingent liabilities, operating right of use assets and liabilities, and equity based instruments. Actual results may differ from these estimates under different assumptions or conditions. We believe our estimates have not been materially inaccurate in past years, and our assumptions are not likely to change in the foreseeable future. |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Innovative Food Holdings, Inc., and its wholly owned operating subsidiaries, Artisan, FII, FNM, OFB, GFG, GFW, Gourmeting, Haley, Oasis, Innovative Gourmet, Food Funding, M Innovations, P Innovations, and Gourmet. All material intercompany transactions have been eliminated upon consolidation of these entities. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash in investments with credit quality institutions. At times, such investments may be in excess of applicable government mandated insurance limit. At September 30, 2019 and December 31, 2018, trade receivables from the Company’s largest customer amounted to 38% and 44%, respectively, of total trade receivables. During the three months ended September 30, 2019 and 2018, sales from the Company’s largest customer amounted to 60% and 63% of total sales, respectively. During the nine months ended September 30, 2019 and 2018, sales from the Company’s largest customer amounted to 60% and 63% of total sales, respectively. |
Reclassification, Policy [Policy Text Block] | Reclassifications Certain reclassifications have been made to conform prior period data to the current presentation. |
Lessee, Leases [Policy Text Block] | Leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use assets (“ROU assets”) and short-term and long-term lease liabilities are included on the face of the condensed consolidated balance sheet. Finance lease ROU assets are presented within other assets, and finance lease liabilities are presented within accrued liabilities. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component. For lease agreements with terms less than 12 months, the Company has elected the short-term lease measurement and recognition exemption, and it recognizes such lease payments on a straight-line basis over the lease term. |
Revenue [Policy Text Block] | Revenue Recognition The Company recognizes revenue upon product delivery. All of our products are shipped either same day or overnight or through longer shipping terms to the customer and the customer takes title to product and assumes risk and ownership of the product when it is delivered. Shipping charges to customers and sales taxes collectible from customers, if any, are included in revenues. For revenue from product sales, the Company recognizes revenue in accordance with Financial Accounting Standards Board “FASB” Accounting Standards Codification “ASC” 606. A five-step analysis a must be met as outlined in Topic 606: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) performance obligations are satisfied.. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. Adoption of ASC 606 had no material effect on the Company’s financial statements. Deferred Revenue Certain customer arrangements in the Company's business such as gift cards and e-commerce subscription purchases result in deferred revenues when cash payments are received in advance of performance. Gift cards are issued by the Company generally do not have expiration dates. The Company records a liability for unredeemed gift cards and advance payments for monthly club memberships, as cash is received, and the liability is reduced when the card is redeemed or product delivered. The following table represents the changes in deferred revenue as reported on the Company’s consolidated balance sheets: Balance as of December 31, 2018 $ 559,315 Cash payments received 93,580 Net sales recognized (375,500 ) Balance as of March 31, 2019 $ 277,395 Cash payments received 225,064 Net sales recognized (221,531 ) Balance as of June 30, 2019 $ 280,928 Cash payments received 120,345 Net sales recognized (203,699 ) Balance as of September 30, 2019 $ 197,574 Disaggregation of Revenue The following table represents a disaggregation of revenue by from sales for the three and nine months ended September 30, 2019 and 2018: Three Months Ended September 30, 2019 2018 Specialty food service $ 11,574,373 $ 10,481,021 E-Commerce 1,572,031 1,181,933 National Brand Management 319,360 391,536 Total $ 13,465,764 $ 12,054,490 Nine Months Ended September 30, 2019 2018 Specialty food service $ 33,542,367 $ 29,739,129 E-Commerce 5,452,024 3,617,039 National Brand Management 1,256,039 1,603,869 Total $ 40,250,430 $ 34,960,037 |
Cost of Goods and Service [Policy Text Block] | Cost of goods sold We have included in cost of goods sold all costs which are directly related to the generation of revenue. These costs include primarily the cost of food and raw materials, packing and handling, shipping, and delivery costs. |
Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted Earnings Per Share Basic net earnings per share is based on the weighted average number of shares outstanding during the period, while fully-diluted net earnings per share is based on the weighted average number of shares of common stock and potentially dilutive securities assumed to be outstanding during the period using the treasury stock method. Potentially dilutive securities consist of options and warrants to purchase common stock, and convertible debt. Basic and diluted net loss per share is computed based on the weighted average number of shares of common stock outstanding during the period. The Company uses the treasury stock method to calculate the impact of outstanding stock options and warrants. Stock options and warrants for which the exercise price exceeds the average market price over the period have an anti-dilutive effect on earnings per common share and, accordingly, are excluded from the calculation. Dilutive shares at September 30, 2019: Convertible notes and interest At September 30, 2019 there were no convertible notes outstanding. Warrants At September 30, 2019 there are no warrants outstanding. Stock Options The following table summarizes the options outstanding and the related prices for the options to purchase shares of the Company’s common stock issued by the Company at September 30, 2019: Weighted Average Remaining Exercise Number Contractual Price of Options Life (years) $ 0.62 360,000 4.25 $ 0.75 50,000 2.25 $ 0.85 540,000 4.25 $ 0.95 50,000 2.25 $ 1.10 75,000 1.62 $ 1.20 900,000 4.25 $ 1.38 100,000 0.17 $ 1.50 125,000 2.25 $ 2.00 125,000 2.25 $ 2.50 125,000 2.25 $ 3.00 125,000 2.25 2,575,000 3.55 Restricted Stock Awards At September 30, 2019 there are an additional 300,000 unvested restricted stock awards remaining from grants in a prior year. Those 300,000 restricted stock awards will vest as follows: 125,000 restricted stock awards will vest contingent upon the attainment of a stock price of $2.00 per share for 20 straight trading days, and an additional 175,000 restricted stock awards will vest contingent upon the attainment of a stock price of $3.00 per share for 20 straight trading days. Stock-based compensation During the nine months ended September 30, 2019, the Company incurred obligations to issue the following shares of common stock pursuant to employment agreements: an aggregate total of 218,175 shares of common stock to its Chief Executive Officer and to its Director of Strategic Acquisitions; an aggregate total 72,774 shares to board members; and 41,991 shares to an employee. Dilutive shares at September 30, 2018: There were no convertible notes or warrants outstanding on September 30, 2018. Stock Options The following table summarizes the options outstanding and the related prices for the options to purchase shares of the Company’s common stock issued by the Company at September 30, 2018: Weighted Average Remaining Exercise Number Contractual Price of Options Life (years) $ 1.10 75,000 2.62 $ 1.31 150,000 0.25 $ 1.38 100,000 1.17 $ 1.43 50,000 0.25 $ 1.90 175,000 0.73 550,000 0.89 |
New Accounting Pronouncements, Policy [Policy Text Block] | Significant Recent Accounting Pronouncements In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, current U.S. GAAP requires the performance of procedures to determine the fair value at the impairment testing date of assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, the amendments under this ASU require the goodwill impairment test to be performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The ASU becomes effective for the Company on January 1, 2020. The amendments in this ASU should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months and disclosing key information about leasing transactions. Leases are classified as either operating or financing, with such classification affecting the pattern of expense recognition in the income statement. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842) - Targeted Improvements, which provided an optional transition method to apply the new lease requirements through a cumulative-effect adjustment in the period of adoption. We adopted ASU 2016-02 in the first quarter of 2019 using the optional transition method and elected certain practical expedients permitted under the transition guidance, which, among other things, allowed us to not reassess prior conclusions related to contracts containing leases or lease classification. The adoption primarily affected our condensed consolidated balance sheet through the recognition of $338,581 of operating right-of-use assets and $338,581 of operating lease liabilities as of January 1, 2019. The adoption did not have a significant impact on our results of operations or cash flows. See Note 7. "Leases" to our condensed consolidated financial statements for further discussion of the effects of the adoption of ASU 2016-02 and the associated disclosures. In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. This ASU relates to the accounting for non-employee share-based payments. The amendment in this update expands the scope of Topic 718 to include all share-based payment transactions in which a grantor acquired goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The ASU excludes share-based payment awards that relate to: (1) financing to the issuer; or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts from Customers. The share-based payments are to be measured at grant-date fair value of the equity instruments that the entity is obligated to issue when the goods or service has been delivered or rendered and all other conditions necessary to earn the right to benefit from the equity instruments have been satisfied. This standard will be effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. We adopted the provisions of this ASU on January 1, 2019. The adoption had no impact on our results of operations, cash flows, or financial condition. Management does not believe that any other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying condensed consolidated financial statements. |
2. NATURE OF ACTIVITIES AND S_2
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Deferred Revenue, by Arrangement, Disclosure [Table Text Block] | The following table represents the changes in deferred revenue as reported on the Company’s consolidated balance sheets: Balance as of December 31, 2018 $ 559,315 Cash payments received 93,580 Net sales recognized (375,500 ) Balance as of March 31, 2019 $ 277,395 Cash payments received 225,064 Net sales recognized (221,531 ) Balance as of June 30, 2019 $ 280,928 Cash payments received 120,345 Net sales recognized (203,699 ) Balance as of September 30, 2019 $ 197,574 |
Disaggregation of Revenue [Table Text Block] | The following table represents a disaggregation of revenue by from sales for the three and nine months ended September 30, 2019 and 2018: Three Months Ended September 30, 2019 2018 Specialty food service $ 11,574,373 $ 10,481,021 E-Commerce 1,572,031 1,181,933 National Brand Management 319,360 391,536 Total $ 13,465,764 $ 12,054,490 Nine Months Ended September 30, 2019 2018 Specialty food service $ 33,542,367 $ 29,739,129 E-Commerce 5,452,024 3,617,039 National Brand Management 1,256,039 1,603,869 Total $ 40,250,430 $ 34,960,037 |
Dilutive Shares [Table Text Block] | The following table summarizes the options outstanding and the related prices for the options to purchase shares of the Company’s common stock issued by the Company at September 30, 2019: Weighted Average Remaining Exercise Number Contractual Price of Options Life (years) $ 0.62 360,000 4.25 $ 0.75 50,000 2.25 $ 0.85 540,000 4.25 $ 0.95 50,000 2.25 $ 1.10 75,000 1.62 $ 1.20 900,000 4.25 $ 1.38 100,000 0.17 $ 1.50 125,000 2.25 $ 2.00 125,000 2.25 $ 2.50 125,000 2.25 $ 3.00 125,000 2.25 2,575,000 3.55 Weighted Average Remaining Exercise Number Contractual Price of Options Life (years) $ 1.10 75,000 2.62 $ 1.31 150,000 0.25 $ 1.38 100,000 1.17 $ 1.43 50,000 0.25 $ 1.90 175,000 0.73 550,000 0.89 |
3. ACQUISITIONS (Tables)
3. ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The acquisition date estimated fair value of the consideration transferred totaled $513,355. During the year ended December 31, 2018, the Company changed the original allocation of the purchase price among the assets acquired. The reallocated purchase price consisted of the following: Cash $ 208,355 Contingent liability – payable to debt holder 185,000 Contingent liabilities – payable to sellers 100,000 Additional Contingent Liabilities 20,000 Total purchase price $ 513,355 Tangible assets acquired $ 57,000 Intangible assets acquired 419,926 Goodwill acquired 36,429 Total purchase price $ 513,355 Initial purchase price $ 1,500,000 Cash payable in connection with transaction 1,863,443 Accounts payable 286,239 Deferred revenue 231,169 Contingent liabilities 394,900 Total purchase price $ 4,275,751 Tangible assets acquired $ 842,458 Intangible assets acquired 2,970,600 Goodwill acquired 462,693 Total purchase price $ 4,275,751 |
Business Acquisition, Pro Forma Information [Table Text Block] | The following table sets forth the unaudited pro forma results of the Company as if the iGourmet APA was effective on the first day of the September 30, 2018 nine month period presented. These combined results are not necessarily indicative of the results that may have been achieved had the companies always been combined. Nine months ended September 30, 2018 (unaudited) Revenues $ 35,337,687 Net Income $ 816,172 Basic net income per share $ 0.024 Diluted net income per share $ 0.024 Weighted average shares – basic 33,974,321 Weighted average shares – diluted 33,974,321 |
4. ACCOUNTS RECEIVABLE (Tables)
4. ACCOUNTS RECEIVABLE (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | At September 30, 2019 and December 31, 2018, accounts receivable consists of: September 30, 2019 December 31, 2018 Accounts receivable from customers $ 3,332,720 $ 3,194,932 Allowance for doubtful accounts (153,044 ) (155,176 ) Accounts receivable, net $ 3,179,676 $ 3,039,756 |
5. INVENTORY (Tables)
5. INVENTORY (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventory consists primarily of specialty food products. At September 30, 2019 and December 31, 2018, inventory consisted of the following: September 30, 2019 December 31, 2018 Finished Goods Inventory $ 2,695,489 $ 2,301,377 |
6. PROPERTY AND EQUIPMENT (Tabl
6. PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | A summary of property and equipment at September 30, 2019 and December 31, 2018, was as follows: September 30, 2019 December 31, 2018 Land $ 385,523 $ 385,523 Building 1,356,783 1,326,165 Computer and Office Equipment 549,703 523,853 Warehouse Equipment 302,046 302,622 Furniture and Fixtures 894,628 889,073 Vehicles 109,441 220,812 Total before accumulated depreciation 3,598,124 3,648,048 Less: accumulated depreciation (1,390,087 ) (1,191,438 ) Total $ 2,208,037 $ 2,456,610 |
7.RIGHT OF USE ASSETS AND LEA_2
7.RIGHT OF USE ASSETS AND LEASE LIABILITIES – OPERATING LEASES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Operating Lease Right to Use Assets [Table Text Block] | Right to use assets – operating leases are summarized below: September 30, 2019 Warehouse $ 69,880 Warehouse equipment 22,321 Office equipment 35,421 Vehicles 168,957 Right to use assets, net $ 296,579 |
Schedule of Operating Lease Liabilities [Table Text Block] | Operating lease liabilities are summarized below: September 30, 2019 Warehouse $ 69,880 Warehouse equipment 22,321 Office equipment 35,421 Vehicles 168,957 Lease liability $ 296,579 Less: current portion (165,369 ) Lease liability, non-current $ 131,210 |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Maturity analysis under these lease agreements are as follows: Twelve months ended September 30, 2020 $ 176,689 Twelve months ended September 30, 2021 58,972 Twelve months ended September 30, 2022 30,158 Twelve months ended September 30, 2023 16,373 Twelve months ended September 30, 2024 13,776 Thereafter 25,255 Total $ 321,223 Less: Present value discount (24,644 ) Lease liability $ 296,579 |
9. INTANGIBLE ASSETS (Tables)
9. INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | The following is the net book value of these assets: September 30, 2019 Accumulated Gross Amortization Net Non-Compete Agreement - amortizable $ 505,900 $ (415,887 ) $ 90,013 Customer Relationships - amortizable 3,068,043 (2,279,241 ) 788,802 Trade Name 1,532,822 - 1,532,822 Internally Developed Technology - amortizable 875,643 (285,685 ) 589,958 Goodwill 650,243 - 650,243 Website - amortizable 47,000 - 47,000 Total $ 6,679,651 $ (2,980,813 ) $ 3,698,838 December 31, 2018 Accumulated Gross Amortization Net Non-Compete Agreement - amortizable $ 505,900 $ (362,913 ) $ 142,987 Customer Relationships - amortizable 3,068,043 (1,783,598 ) 1,284,445 Trade Name 1,532,822 - 1,532,822 Internally Developed Technology - amortizable 875,643 (144,577 ) 731,066 Goodwill 650,243 - 650,243 Total $ 6,632,651 $ (2,291,088 ) $ 4,341,563 |
10. ACCOUNTS PAYABLE AND ACCR_2
10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accounts payable and accrued liabilities at September 30, 2019 and December 31, 2018 are as follows: September 30, 2019 December 31, 2018 Trade payables and accrued liabilities $ 2,286,085 $ 3,425,178 Accrued payroll and commissions 217,062 264,690 Total $ 2,503,147 $ 3,689,868 |
12. REVOLVING CREDIT FACILITI_2
12. REVOLVING CREDIT FACILITIES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Schedule of Line of Credit Facilities [Table Text Block] | September 30, 2019 December 31, 2018 On March 23, 2018, the Company entered into a Master Loan & Security Agreement that provided for the advance of funds in connection with a $500,000 Draw Promissory Note. in order to finance certain equipment acquisitions (“Artisan Equipment Loan”); On December 21, 2018, the Company advanced $391,558 under the $500,000 Draw Promissory Note. This loan is secured by the Company’s tangible and intangible personal property and bears interest at the rate of 5.20%. As of December 31, 2018, there was $108,422 remaining to be drawn on the Artisan Equipment Loan. On March 27, 2019, an amendment was made to the Draw Promissory Note to extend the draw period to December 31, 2019. On March 27, 2019, a Promissory Note was made for the amounts advanced in the amount of $391,558 to convert to a Term Loan. (see note 13). $ - $ - Line of credit facility with Fifth Third Bank in the original amount of $1,000,000 with an interest rate of LIBOR plus 3.25%. In August 2015, the amount of the credit facility was increased to $1,500,000 and the due date was extended to August 1, 2016. In August 2016, this credit facility was extended to August 1, 2017. On August 1, 2017 this credit facility was increased to $2,000,000 and the due date was extended to August 1, 2018. In August 2018, this credit facility was extended to August 1, 2019. Effective August 1, 2019, this credit facility was extended to August 1, 2021. $ - $ - Total $ - $ - |
13. NOTES PAYABLE (Tables)
13. NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | September 30, 2019 December 31, 2018 Term loan dated as of August 5, 2016 in the original amount of $1,200,000 payable to Fifth Third Bank. This loan is secured by the Company’s tangible and intangible personal property and bears interest at the rate of LIBOR plus 4.5%. Principal payments in the amount of $66,667 are due monthly along with accrued interest beginning September 5, 2016. The entire principal balance and all accrued interest was due and was paid on the maturity date of February 5, 2018. During the twelve months ended December 31, 2016, the Company transferred principal in the amount of $1,200,000 from the line of credit facility with Fifth Third Bank into this term loan. During the twelve months ended December 31, 2018, the Company made principal and interest payments on this loan in the amounts of $114,033 and $829, respectively. $ - $ - Secured mortgage note payable for the acquisition of land and building in Bonita Springs, Florida in the amount of $546,000. Principal payments of $4,550 plus interest at the rate of Libor plus 3% are due monthly. The balance of the principal amount was originally due February 28, 2018. On March 23, 2018 and effective February 26, 2018, this note was amended and renewed in the amount of $273,000, with monthly payments of principal and interest of $4,550 payable through the maturity date of February 28, 2023. During the three months ended September 30, 2019, the Company made payments of principal and interest on this note in the amounts of $13,650 and $2,695, respectively. During the nine months ended September 30, 2019, the Company made payments of principal and interest on this note in the amounts of $40,950 and $8,817, respectively. 191,100 232,050 Secured mortgage note payable for the acquisition of land and building in Broadview, Illinois in the amount of $980,000. Principal payments of $8,167 plus interest at the rate of LIBOR plus 2.75% are due monthly through April 2020, the remaining principal balance in the amount of $490,000 will be due May 29, 2020. During the three months ended September 30, 2019, the Company made payments of principal and interest on this note in the amounts of $24,500 and $7,364, respectively. During the nine months ended September 30, 2019, the Company made payments of principal and interest on this note in the amounts of $73,500 and $23,577, respectively. 555,333 628,833 Term loan dated March 28, 2018 in the original amount of $1,500,000 payable to Fifth Third Bank. This loan is secured by the Company’s tangible and intangible personal property and bears interest at the rate of LIBOR plus 4.25%. Principal payments in the amount of $83,333 are due monthly along with accrued interest beginning March 28, 2018. The entire principal balance and all accrued interest is due on the maturity date of August 28, 2019. During the three months ended September 30, 2019, the Company made payments of principal and interest on this note in the amounts of $166,668 and $1,390, respectively. During the nine months ended September 30, 2019, the Company made payments of principal and interest on this note in the amounts of $666,670 and $17,157, respectively. - 666,670 Promissory note dated March 22, 2019 in the original amount of $391,558 (the “Artisan Equipment Loan”) payable to Fifth Third Bank. This loan is secured by the Company’s tangible and intangible personal property and bears interest at the rate of 5.20%. The entire principal balance and all accrued interest is due on the maturity date of March 21, 2024. Monthly payments in the amount of $7,425 including principal and interest commenced in April, 2019. During the three and nine months ended September 30, 2019, equipment financed under the Artisan Equipment Loan in the amount of $33,075 was returned for credit. Also during the three and nine months ended September 30, 2019, the Company made payments of principal and interest on this note in the amounts of $16,001 and $4,455, respectively. 332,032 391,558 A note payable in the amount of $20,000. The Note was due in January 2006 and the Company is currently accruing interest on this note at 1.9%. During the three and nine months ended September 30, 2019, the Company accrued interest in the amount of $93 and $279, respectively, on this note. 20,000 20,000 September 30, 2019 December 31, 2018 Unsecured promissory note in the amount of $100,000 dated January 1, 2017 bearing interest at the rate of 2.91% per annum issued in connection with the Oasis acquisition. Payments in the amount of $4,297 consisting of principal and interest are to be made monthly beginning February 15, 2017 for twenty-four months until paid in full. During the three months ended September 30, 2019, the Company made principal and interest payments on this note in the amount of $0 and $0, respectively. During the nine months ended September 30, 2019, the Company made principal and interest payments on this note in the amount of $4,291 and $2, respectively. - 4,291 This obligation was reclassified as a Lease Liability - Financing Lease in connection with the Company’s adoption of ASU 2016-02 on January 1, 2019; see note 14. - 5,661 Vehicle acquisition loan dated December 6, 2018 in the original amount of $51,088, payable in sixty monthly installments of $955 including interest at the rate of 4.61%. During the three months ended September 30, 2019, the Company made principal and interest payments in the amount of $3,123 and $697, respectively, on this loan. During the nine months ended September 30, 2019, the Company made principal and interest payments in the amount of $6,961 and $1,634, respectively, on this loan. 43,368 50,328 This obligation was reclassified as a Lease Liability - Financing Lease in connection with the Company’s adoption of ASU 2016-02 on January 1, 2019; see note 14. - 125,711 Total $ 1,141,833 $ 2,125,102 Current portion $ 705,460 $ 928,857 Long-term maturities 436,373 1,196,245 Total $ 1,141,833 $ 2,125,102 |
Schedule of Maturities of Long-term Debt [Table Text Block] | Aggregate maturities of long-term notes payable as of September 30, 2019 are as follows: 2020 $ 705,197 2021 133,907 2022 138,121 2023 115,259 2024 49,349 Thereafter - Total $ 1,141,833 |
14. LEASE LIABILITIES - FINAN_2
14. LEASE LIABILITIES - FINANCING LEASES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Lease, Cost [Table Text Block] | Financing lease obligation under a lease agreement for a forklift payable in thirty-six monthly installments of $579 including interest at the rate of 4.83%. During the three months ended September 30, 2019, the Company made principal and interest payments on this lease obligation in the amounts of $1,722 and $14, respectively. During the nine months ended September 30, 2019, the Company made principal and interest payments on this lease obligation in the amounts of $5,661 and $103, respectively. -- - Financing lease obligations under a lease agreement for a truck in the original amount of $128,587 payable in seventy monthly installments of $2,326 including interest at the rate of 8.33%. During the three months ended September 30, 2019, the Company made principal and interest payments on this lease obligation in the amounts of $4,5751 and $2,402, respectively. During the nine months ended September 30, 2019, the Company made principal and interest payments on this lease obligation in the amounts of $13,444 and $7,487 respectively. 112,267 - Total $ 112,267 $ - Current portion $ 19,279 $ - Long-term maturities 92,988 - Total $ 112,267 $ - |
Finance Lease, Liability, Maturity [Table Text Block] | Aggregate maturities of lease liabilities – financing leases as of September 30, 2019 are as follows: 2020 $ 19,279 2021 20,952 2022 22,766 2023 24,737 2024 24,533 Thereafter - Total $ 112,267 |
17. EQUITY (Tables)
17. EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Stockholders' Equity Note [Abstract] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Table Text Block] | The following table summarizes the options outstanding at September 30, 2019 and the related prices for the options to purchase shares of the Company’s common stock issued by the Company: Weighted Weighted Weighted average average average exercise exercise Range of Number of Remaining price of Number of price of exercise options contractual outstanding options exercisable Prices Outstanding life (years) Options Exercisable Options $ 0.62 360,000 4.25 $ 0.62 90,000 $ 0.62 $ 0.75 50,000 2.25 $ 0.75 - $ - $ 0.85 540,000 4.25 $ 0.85 135,000 $ 0.85 $ 0.95 50,000 2.25 $ 0.95 - $ - $ 1.10 75,000 1.62 $ 1.10 75,000 $ 1.10 $ 1.20 900,000 4.25 $ 1.20 225,000 $ 1.20 $ 1.38 100,000 0.17 $ 1.38 100,000 $ 1.38 $ 1.50 125,000 2.25 $ 1.50 - $ - $ 2.00 125,000 2.25 $ 2.00 - $ - $ 2.50 125,000 2.25 $ 2.50 - $ - $ 3.00 125,000 2.25 $ 3.00 - $ - 2,575,000 3.55 $ 1.24 625,000 $ 1.06 |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | Transactions involving stock options are summarized as follows: Number of Shares Weighted Average Exercise Price Options outstanding at December 31, 2018 1,050,000 $ 1.80 Granted 1,800,000 $ 0.98 Exercised - $ - Cancelled / Expired (275,000 ) $ 1.51 Options outstanding at September 30, 2019 2,575,000 $ 1.24 Options exercisable at September 30, 2019 625,000 $ 1.06 |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | The Company valued warrants and stock options during the three and nine months ended September 30, 2019 using the Black-Scholes valuation model utilizing the following variables: September 30, 2019 Volatility 59.4 % Dividends $ - Risk-free interest rates 2.49 % Term (years) 5.00 |
2. NATURE OF ACTIVITIES AND S_3
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Credit Concentration Risk [Member] | Accounts Receivable [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Concentration Risk, Customer | largest customer | largest customer | |||
Concentration Risk, Percentage | 38.00% | 44.00% | |||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Concentration Risk, Customer | largest customer | largest customer | largest customer | largest customer | |
Concentration Risk, Percentage | 60.00% | 63.00% | 60.00% | 63.00% | |
Chief Executive Officer [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture | 218,175 | ||||
Director [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture | 72,774 | ||||
Employee [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture | 41,991 | ||||
Restricted Stock [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 300,000 | 300,000 | |||
Restricted Stock [Member] | Prior Period [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 125,000 | 125,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vest contingent upon the attainment of a stock price of $2.00 per share for 20 straight trading days, and an additional 175,000 restricted stock awards will vest contingent upon the attainment of a stock price of $3.00 per share for 20 straight trading days | ||||
Restricted Stock [Member] | Prior Period [Member] | Share-based Payment Arrangement, Tranche Two [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 175,000 | 175,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vest contingent upon the attainment of a stock price of $3.00 per share for 20 straight trading days |
2. NATURE OF ACTIVITIES AND SI
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Deferred Revenue - USD ($) | 3 Months Ended | ||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | |
Deferred Revenue [Abstract] | |||
Balance | $ 280,928 | $ 277,395 | $ 559,315 |
Cash payments received | 120,345 | 225,064 | 93,580 |
Net sales recognized | (203,699) | (221,531) | (375,500) |
Balance | $ 197,574 | $ 280,928 | $ 277,395 |
2. NATURE OF ACTIVITIES AND _2
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Disaggregation of Revenue - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 13,465,764 | $ 12,054,490 | $ 40,250,430 | $ 34,960,037 |
Specialty Food Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 11,574,373 | 10,481,021 | 33,542,367 | 29,739,129 |
Ecommerce [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,572,031 | 1,181,933 | 5,452,024 | 3,617,039 |
National Brand Management [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 319,360 | $ 391,536 | $ 1,256,039 | $ 1,603,869 |
2. NATURE OF ACTIVITIES AND _3
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares - $ / shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Number of Options | 2,575,000 | 550,000 |
Weighted Average Remaining Contractual Life | 3 years 200 days | 324 days |
Options at $0.62 [Member] | ||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 0.62 | |
Number of Options | 360,000 | |
Weighted Average Remaining Contractual Life | 4 years 3 months | |
Options at $0.75 [Member] | ||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 0.75 | |
Number of Options | 50,000 | |
Weighted Average Remaining Contractual Life | 2 years 3 months | |
Options at $0.85 [Member] | ||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 0.85 | |
Number of Options | 540,000 | |
Weighted Average Remaining Contractual Life | 4 years 3 months | |
Options at $0.95 [Member] | ||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 0.95 | |
Number of Options | 50,000 | |
Weighted Average Remaining Contractual Life | 2 years 3 months | |
Options at $1.10 [Member] | ||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 1.10 | $ 1.10 |
Number of Options | 75,000 | 75,000 |
Weighted Average Remaining Contractual Life | 1 year 226 days | 2 years 226 days |
Options at $1.20 [Member] | ||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 1.20 | |
Number of Options | 900,000 | |
Weighted Average Remaining Contractual Life | 4 years 3 months | |
Options at $1.38 [Member] | ||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 1.38 | $ 1.38 |
Number of Options | 100,000 | 100,000 |
Weighted Average Remaining Contractual Life | 62 days | 1 year 62 days |
Options at $1.50 [Member] | ||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 1.50 | |
Number of Options | 125,000 | |
Weighted Average Remaining Contractual Life | 2 years 3 months | |
Options at $2.00 [Member] | ||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 2 | |
Number of Options | 125,000 | |
Weighted Average Remaining Contractual Life | 2 years 3 months | |
Options at $2.50 [Member] | ||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 2.50 | |
Number of Options | 125,000 | |
Weighted Average Remaining Contractual Life | 2 years 3 months | |
Options at $3.00 [Member] | ||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 3 | |
Number of Options | 125,000 | |
Weighted Average Remaining Contractual Life | 2 years 3 months | |
Options at $1.310 [Member] | ||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 1.31 | |
Number of Options | 150,000 | |
Weighted Average Remaining Contractual Life | 3 months | |
Options at $1.43 [Member] | ||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 1.43 | |
Number of Options | 50,000 | |
Weighted Average Remaining Contractual Life | 3 months | |
Options at $1.90 [Member] | ||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 1.90 | |
Number of Options | 175,000 | |
Weighted Average Remaining Contractual Life | 266 days |
3. ACQUISITIONS (Details)
3. ACQUISITIONS (Details) - USD ($) | Jul. 23, 2019 | Jul. 18, 2019 | Jul. 06, 2018 | Jan. 23, 2018 | Dec. 31, 2018 | Sep. 30, 2019 |
3. ACQUISITIONS (Details) [Line Items] | ||||||
Business Combination, Control Obtained Description | The GiftBox Asset Purchase Agreement also provides the sellers the option to acquire 30%  of P Innovations subject to dilution for a period  of thirty-six months following the date of the Giftbox Asset Purchase Agreement; the option will only be exercisable if there is a spinoff of P Innovations to Innovative Food Holdings shareholders | The iGourmet Asset Purchase Agreement effective January 23, 2018 (the “iGourmet APA”) was accounted for as an acquisition of an ongoing business in accordance with ASC Topic 805 - Business Combinations (“ASC 805”), where the Company was treated as the acquirer and the acquired assets and certain liabilities not purchased or assumed by Innovative Gourmet, which  under certain circumstances, Innovative Gourmet may determine to pay, were recorded by the Company at their preliminary estimated fair values | ||||
Mouth Foods [Member] | ||||||
3. ACQUISITIONS (Details) [Line Items] | ||||||
Business Combination, Contingent Consideration Arrangements, Change in Range of Outcomes, Contingent Consideration, Liability, Value, High | $ 208,355 | |||||
Business Combination, Contingent Consideration Arrangements, Change in Range of Outcomes, Contingent Consideration, Liability, Value, Low | 100,000 | |||||
Business Combination, Contingent Consideration, Liability | $ 240,576 | |||||
Business Combination, Consideration Transferred | $ 513,355 | 513,355 | ||||
Payments to Acquire Businesses, Gross | $ 208,355 | |||||
IGourmet, LLC [Member] | ||||||
3. ACQUISITIONS (Details) [Line Items] | ||||||
Business Combination, Contingent Consideration Arrangements, Description | The consideration for and in connection with the iGourmet APA consisted of:  (i) $1,500,000, which satisfied or reduced secured, priority and administrative debt of sellers; (ii) in connection with and prior to the acquisition, our wholly-owned subsidiary, Food Funding, funded advances of $325,500 to sellers on a secured basis, pursuant to certain loan documents and as bridge loans, which loans  were reduced by the proceeds of the iGourmet APA; (iii) the purchase for $200,000 of certain debt owed by sellers, to be paid out of, if  available, Innovative Gourmet’s cash flow; (iv) potential contingent liability allocation for a percentage of sellers’ approximately $2,300,000 of certain debt, not purchased or assumed by Innovative Gourmet, which  under certain circumstances, Innovative Gourmet may determine to pay; and (v) additional purchase price consideration of (a) up to a maximum of $1,500,000, if EBITDA of Innovative Gourmet reaches $800,000 thousand in 2018, (b) up to a maximum of $1,750,000, if EBITDA of Innovative Gourmet in 2019 exceeds its EBITDA in 2018 by at least 20% and if its EBITDA reaches $5,000,000; and (c) up to a maximum of $2,125,000, if EBITDA of Innovative Gourmet in 2020 exceeds its EBITDA in 2019 by at least 20% and if its EBITDA reaches $8,000,000. The additional purchase price consolidation milestone for 2018 was not met. The EBITDA based earnout shall be paid 37.5% in cash, 25% in Innovative Food Holdings shares valued at the time of the closing of this transaction and 37.5%, at Innovative Gourmet’s option, in Innovative Food Holdings shares valued at the time of the payment of the earnout or in cash | |||||
Business Combination, Contingent Consideration, Liability | $ 787,800 | $ 394,900 | $ 30,000 | |||
Business Combination, Consideration Transferred | 4,151,243 | 4,275,751 | ||||
Payments to Acquire Businesses, Gross | $ 1,500,000 | |||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Nature of Adjustments | Company made the following purchase price adjustments: (i) accrued an additional $286,239 for accounts payable prior to acquisition; (ii) decreased contingent liabilities by the amount of $392,900 for earnout payments not made; (iii) decreased accounts receivable in the amount of $108,893 for amounts not collected; and (4) increased deferred revenue in the amount of $231,169 for shipments made. These adjustments increased the value of the acquisition to $4,275,751 | |||||
Food Funding [Member] | IGourmet, LLC [Member] | ||||||
3. ACQUISITIONS (Details) [Line Items] | ||||||
Payments to Acquire Loans Receivable | $ 1,187,000 | |||||
Contingent Liability - Future Sales of Purchased Assets [Member] | Mouth Foods [Member] | ||||||
3. ACQUISITIONS (Details) [Line Items] | ||||||
Business Combination, Contingent Consideration Arrangements, Description | payment of 5% of certain revenues, with no payments on the first $500,000 of revenues and no payments on revenues after June 30, 2020; (iii) additional revenue based contingent liabilities of up to $185,000 associated with the purchase of certain debt of the seller; and (iv) additional contingent liability consideration valued by management at approximately $20,000 | |||||
Contingent Liability – Payable to Debt Holder [Member] | Mouth Foods [Member] | ||||||
3. ACQUISITIONS (Details) [Line Items] | ||||||
Business Combination, Contingent Consideration, Liability | $ 185,000 | $ 185,000 | ||||
Contingent Liabilities - Payable to Certain Vendors [Member] | Mouth Foods [Member] | ||||||
3. ACQUISITIONS (Details) [Line Items] | ||||||
Business Combination, Contingent Consideration, Liability | $ 20,000 |
3. ACQUISITIONS (Details) - Sch
3. ACQUISITIONS (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed - USD ($) | Jul. 06, 2018 | Jan. 23, 2018 | Dec. 31, 2018 | Sep. 30, 2019 |
Mouth Foods [Member] | ||||
3. ACQUISITIONS (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items] | ||||
Cash | $ 208,355 | |||
Accounts payable | 20,000 | |||
Contingent liabilit | 240,576 | |||
Additional Contingent Liabilities | 20,000 | |||
Total purchase price | $ 513,355 | 513,355 | ||
Tangible assets acquired | 57,000 | |||
Intangible assets acquired | 419,926 | |||
Goodwill acquired | 36,429 | |||
IGourmet, LLC [Member] | ||||
3. ACQUISITIONS (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items] | ||||
Cash | 1,500,000 | |||
Cash payable in connection with transaction | 1,863,443 | |||
Accounts payable | 286,239 | |||
Deferred revenue | 231,169,000,000 | |||
Contingent liabilit | $ 787,800 | 394,900 | $ 30,000 | |
Additional Contingent Liabilities | 286,239 | |||
Total purchase price | $ 4,151,243 | 4,275,751 | ||
Tangible assets acquired | 842,458 | |||
Intangible assets acquired | 2,970,600 | |||
Goodwill acquired | 462,693 | |||
Contingent Liability – Payable to Debt Holder [Member] | Mouth Foods [Member] | ||||
3. ACQUISITIONS (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items] | ||||
Contingent liabilit | $ 185,000 | 185,000 | ||
Contingent Liabilities Payable To Sellers [Member] | Mouth Foods [Member] | ||||
3. ACQUISITIONS (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items] | ||||
Contingent liabilit | $ 100,000 |
3. ACQUISITIONS (Details) - Bus
3. ACQUISITIONS (Details) - Business Acquisition, Pro Forma Information - Mouth Foods [Member] | 9 Months Ended |
Sep. 30, 2018USD ($)$ / sharesshares | |
3. ACQUISITIONS (Details) - Business Acquisition, Pro Forma Information [Line Items] | |
Revenues (in Dollars) | $ | $ 35,337,687 |
Net Income (in Dollars) | $ | $ 816,172 |
Basic net income per share | $ 0.024 |
Diluted net income per share | 0.024 |
Weighted average shares - basic | $ 33,974,321 |
Weighted average shares - diluted (in Shares) | shares | 33,974,321 |
4. ACCOUNTS RECEIVABLE (Details
4. ACCOUNTS RECEIVABLE (Details) - Schedule of accounts receivable - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Schedule of accounts receivable [Abstract] | ||
Accounts receivable from customers | $ 3,332,720 | $ 3,194,932 |
Allowance for doubtful accounts | (153,044) | (155,176) |
Accounts receivable, net | $ 3,179,676 | $ 3,039,756 |
5. INVENTORY (Details) - Schedu
5. INVENTORY (Details) - Schedule of Inventory - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Schedule of Inventory [Abstract] | ||
Finished Goods Inventory | $ 2,695,489 | $ 2,301,377 |
6. PROPERTY AND EQUIPMENT (Deta
6. PROPERTY AND EQUIPMENT (Details) | Nov. 08, 2019USD ($) | May 14, 2015USD ($)aft² | Feb. 26, 2013USD ($)aft² | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Nov. 08, 2019a | Nov. 08, 2019ft² | Nov. 08, 2019m² |
6. PROPERTY AND EQUIPMENT (Details) [Line Items] | ||||||||||
Depreciation | $ 80,402 | $ 51,384 | $ 231,731 | $ 146,108 | ||||||
Land and Building [Member] | ||||||||||
6. PROPERTY AND EQUIPMENT (Details) [Line Items] | ||||||||||
Area of Land (in Acres) | a | 1.33 | 1.1 | ||||||||
Area of Real Estate Property (in Square Feet) | ft² | 28,711 | 10,000 | ||||||||
Property, Plant and Equipment, Additions | $ 914,350 | $ 792,758 | ||||||||
Proceeds from Lines of Credit | 900,000 | |||||||||
Debt Instrument, Face Amount | 980,000 | |||||||||
Repayments of Lines of Credit | 900,000 | |||||||||
Leasehold Improvements [Member] | ||||||||||
6. PROPERTY AND EQUIPMENT (Details) [Line Items] | ||||||||||
Property, Plant and Equipment, Additions | $ 80,000 | |||||||||
Subsequent Event [Member] | Land and Building [Member] | ||||||||||
6. PROPERTY AND EQUIPMENT (Details) [Line Items] | ||||||||||
Area of Land (in Acres) | 15 | 15 | ||||||||
Area of Real Estate Property (in Square Feet) | ft² | 200,000 | |||||||||
Property, Plant and Equipment, Additions | $ 4,500,000 | |||||||||
Debt Instrument, Face Amount | $ 5,500,000 | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | |||||||||
Property, Plant and Equipment, Basis of Valuation | The Facility’s appraised value by a third party appraisal firm in October 2019 was $6,150,000 “as is” and $8,000,000 with additional scheduled improvements. | |||||||||
Property, Plant and Equipment, Useful Life | 20 years | |||||||||
London Interbank Offered Rate (LIBOR) [Member] | Land and Building [Member] | ||||||||||
6. PROPERTY AND EQUIPMENT (Details) [Line Items] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.00% | |||||||||
London Interbank Offered Rate (LIBOR) [Member] | Subsequent Event [Member] | Land and Building [Member] | ||||||||||
6. PROPERTY AND EQUIPMENT (Details) [Line Items] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% |
6. PROPERTY AND EQUIPMENT (De_2
6. PROPERTY AND EQUIPMENT (Details) - Schedule of property, plant and equipment - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 3,598,124 | $ 3,648,048 |
Less: accumulated depreciation | (1,390,087) | (1,191,438) |
Total | 2,208,037 | 2,456,610 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 385,523 | 385,523 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 1,356,783 | 1,326,165 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 549,703 | 523,853 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 302,046 | 302,622 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 894,628 | 889,073 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 109,441 | $ 220,812 |
7.RIGHT OF USE ASSETS AND LEA_3
7.RIGHT OF USE ASSETS AND LEASE LIABILITIES – OPERATING LEASES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |||
Operating Lease, Expense | $ 57,780 | $ 155,047 | |
Amortization of Leased Asset | $ 53,472 | $ 140,303 | $ 0 |
7.RIGHT OF USE ASSETS AND LEA_4
7.RIGHT OF USE ASSETS AND LEASE LIABILITIES – OPERATING LEASES (Details) - Schedule of Operating Lease Right to Use Assets - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
7.RIGHT OF USE ASSETS AND LEASE LIABILITIES – OPERATING LEASES (Details) - Schedule of Operating Lease Right to Use Assets [Line Items] | ||
Right to use assets, net | $ 296,579 | $ 0 |
Warehouse #1 [Member] | ||
7.RIGHT OF USE ASSETS AND LEASE LIABILITIES – OPERATING LEASES (Details) - Schedule of Operating Lease Right to Use Assets [Line Items] | ||
Right to use assets, net | 69,880 | |
Warehouse Equipment #1 [Member] | ||
7.RIGHT OF USE ASSETS AND LEASE LIABILITIES – OPERATING LEASES (Details) - Schedule of Operating Lease Right to Use Assets [Line Items] | ||
Right to use assets, net | 22,321 | |
Office Equipment #1 [Member] | ||
7.RIGHT OF USE ASSETS AND LEASE LIABILITIES – OPERATING LEASES (Details) - Schedule of Operating Lease Right to Use Assets [Line Items] | ||
Right to use assets, net | 35,421 | |
Vehicle #5 [Member] | ||
7.RIGHT OF USE ASSETS AND LEASE LIABILITIES – OPERATING LEASES (Details) - Schedule of Operating Lease Right to Use Assets [Line Items] | ||
Right to use assets, net | $ 168,957 |
7.RIGHT OF USE ASSETS AND LEA_5
7.RIGHT OF USE ASSETS AND LEASE LIABILITIES – OPERATING LEASES (Details) - Schedule of Operating Lease Liabilities - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
7.RIGHT OF USE ASSETS AND LEASE LIABILITIES – OPERATING LEASES (Details) - Schedule of Operating Lease Liabilities [Line Items] | ||
Lease liability | $ 296,579 | |
Lease liability, current portion | (165,369) | $ 0 |
Lease liability, non-current | 131,210 | $ 0 |
Warehouse #1 [Member] | ||
7.RIGHT OF USE ASSETS AND LEASE LIABILITIES – OPERATING LEASES (Details) - Schedule of Operating Lease Liabilities [Line Items] | ||
Lease liability | 69,880 | |
Warehouse Equipment #1 [Member] | ||
7.RIGHT OF USE ASSETS AND LEASE LIABILITIES – OPERATING LEASES (Details) - Schedule of Operating Lease Liabilities [Line Items] | ||
Lease liability | 22,321 | |
Office Equipment #1 [Member] | ||
7.RIGHT OF USE ASSETS AND LEASE LIABILITIES – OPERATING LEASES (Details) - Schedule of Operating Lease Liabilities [Line Items] | ||
Lease liability | 35,421 | |
Vehicle #5 [Member] | ||
7.RIGHT OF USE ASSETS AND LEASE LIABILITIES – OPERATING LEASES (Details) - Schedule of Operating Lease Liabilities [Line Items] | ||
Lease liability | $ 168,957 |
7.RIGHT OF USE ASSETS AND LEA_6
7.RIGHT OF USE ASSETS AND LEASE LIABILITIES – OPERATING LEASES (Details) - Lessee, Operating Lease, Liability, Maturity | Sep. 30, 2019USD ($) |
Lessee, Operating Lease, Liability, Maturity [Abstract] | |
Twelve months ended September 30, 2020 | $ 176,689 |
Twelve months ended September 30, 2021 | 58,972 |
Twelve months ended September 30, 2022 | 30,158 |
Twelve months ended September 30, 2023 | 16,373 |
Twelve months ended September 30, 2024 | 13,776 |
Thereafter | 25,255 |
Total | 321,223 |
Less: Present value discount | (24,644) |
Lease liability | $ 296,579 |
8. INVESTMENTS (Details)
8. INVESTMENTS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Disclosure Text Block Supplement [Abstract] | |||
Equity Method Investment, Additional Information | the Company has investments in seven food related companies | ||
Long-term Investments | $ 420,225 | $ 420,225 | $ 339,525 |
Payments to Acquire Equity Method Investments | 10,200 | 35,200 | |
Transfer to Investments | $ 15,000 | $ 45,500 |
9. INTANGIBLE ASSETS (Details)
9. INTANGIBLE ASSETS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
9. INTANGIBLE ASSETS (Details) [Line Items] | ||||
Amortization of Intangible Assets | $ 210,028 | $ 242,874 | $ 689,725 | $ 648,177 |
Noncompete Agreements [Member] | ||||
9. INTANGIBLE ASSETS (Details) [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 48 months | |||
Developed Technology Rights [Member] | ||||
9. INTANGIBLE ASSETS (Details) [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 60 months | |||
Minimum [Member] | Customer Relationships [Member] | ||||
9. INTANGIBLE ASSETS (Details) [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 24 months | |||
Maximum [Member] | Customer Relationships [Member] | ||||
9. INTANGIBLE ASSETS (Details) [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 36 months |
9. INTANGIBLE ASSETS (Details)
9. INTANGIBLE ASSETS (Details) - Schedule of intangible assets - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
9. INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ||
Intangible asset, gross | $ 6,679,651 | $ 6,632,651 |
Intangible asset, accumulated amortization | (2,980,813) | (2,291,088) |
Intangible asset, net | 3,698,838 | 4,341,563 |
Goodwill, net | 2,183,065 | 2,183,065 |
Noncompete Agreements [Member] | ||
9. INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ||
Intangible asset, gross | 505,900 | 505,900 |
Intangible asset, accumulated amortization | (415,887) | (362,913) |
Intangible asset, net | 90,013 | 142,987 |
Customer Relationships [Member] | ||
9. INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ||
Intangible asset, gross | 3,068,043 | 3,068,043 |
Intangible asset, accumulated amortization | (2,279,241) | (1,783,598) |
Intangible asset, net | 788,802 | 1,284,445 |
Trade Names [Member] | ||
9. INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ||
Intangible asset, gross | 1,532,822 | 1,532,822 |
Intangible asset, accumulated amortization | 0 | 0 |
Intangible asset, net | 1,532,822 | 1,532,822 |
Developed Technology Rights [Member] | ||
9. INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ||
Intangible asset, gross | 875,643 | 875,643 |
Intangible asset, accumulated amortization | (285,685) | (144,577) |
Intangible asset, net | 589,958 | 731,066 |
Goodwill [Member] | ||
9. INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ||
Goodwill, gross | 650,243 | 650,243 |
Goodwill, accumulated amortization | 0 | 0 |
Goodwill, net | 650,243 | $ 650,243 |
Website [Member] | ||
9. INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ||
Intangible asset, gross | 47,000 | |
Intangible asset, accumulated amortization | 0 | |
Intangible asset, net | $ 47,000 |
10. ACCOUNTS PAYABLE AND ACCR_3
10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - Schedule of accounts payable and accrued liabilities - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Schedule of accounts payable and accrued liabilities [Abstract] | ||
Trade payables and accrued liabilities | $ 2,286,085 | $ 3,425,178 |
Accrued payroll and commissions | 217,062 | 264,690 |
Total | $ 2,503,147 | $ 3,689,868 |
11. ACCRUED INTEREST (Details)
11. ACCRUED INTEREST (Details) - Accrued interest [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
11. ACCRUED INTEREST (Details) [Line Items] | ||
Interest Payable | $ 18,471 | $ 16,402 |
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | $ 68,812 | $ 190,781 |
12. REVOLVING CREDIT FACILITI_3
12. REVOLVING CREDIT FACILITIES (Details) - Schedule of Line of Credit Facilities - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Line of Credit Facility [Line Items] | ||
Line of credit | $ 0 | $ 0 |
Line of Credit [Member] | Fifth Third Bank Credit Facility #1 [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of credit | 0 | 0 |
Line of Credit [Member] | Fifth Third Bank Credit Facility #2 [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of credit | $ 0 | $ 0 |
12. REVOLVING CREDIT FACILITI_4
12. REVOLVING CREDIT FACILITIES (Details) - Schedule of Line of Credit Facilities (Parentheticals) - Line of Credit [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Fifth Third Bank Credit Facility #1 [Member] | ||
Line of Credit Facility [Line Items] | ||
Amount borrowed | $ 391,558 | |
Fifth Third Bank Credit Facility #2 [Member] | ||
Line of Credit Facility [Line Items] | ||
Credit Facility | 1,000,000 | $ 1,000,000 |
Credit facility was increased | $ 2,000,000 | $ 2,000,000 |
Due Date | Aug. 1, 2019 | Aug. 1, 2018 |
Interest | 3.25% | 3.25% |
13. NOTES PAYABLE (Details) - S
13. NOTES PAYABLE (Details) - Schedule of debt - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
13. NOTES PAYABLE (Details) - Schedule of debt [Line Items] | ||
Total | $ 1,141,833 | $ 2,125,102 |
Current maturities, net of discount | 705,460 | 928,857 |
Long-term portion, net of discount | 436,373 | 1,196,245 |
Total | 1,141,833 | 2,125,102 |
Notes Payable to Banks [Member] | Artisan Equipment Loan [Member] | ||
13. NOTES PAYABLE (Details) - Schedule of debt [Line Items] | ||
Notes Payable | 332,032 | 391,558 |
Loans Payable [Member] | ||
13. NOTES PAYABLE (Details) - Schedule of debt [Line Items] | ||
Notes Payable | 0 | 125,711 |
Bonita Springs, FL [Member] | Mortgages [Member] | ||
13. NOTES PAYABLE (Details) - Schedule of debt [Line Items] | ||
Secured mortgage | 191,100 | 232,050 |
Broadview, IL [Member] | Mortgages [Member] | ||
13. NOTES PAYABLE (Details) - Schedule of debt [Line Items] | ||
Secured mortgage | 555,333 | 628,833 |
Capital Lease #2 [Member] | Capital Lease Obligations [Member] | ||
13. NOTES PAYABLE (Details) - Schedule of debt [Line Items] | ||
Capital lease obligations | 0 | 5,661 |
Capital Lease #3 [Member] | Capital Lease Obligations [Member] | ||
13. NOTES PAYABLE (Details) - Schedule of debt [Line Items] | ||
Capital lease obligations | 43,368 | 50,328 |
Notes Payable to Banks [Member] | Term Loan #1 [Member] | ||
13. NOTES PAYABLE (Details) - Schedule of debt [Line Items] | ||
Notes Payable | 0 | 0 |
Notes Payable, Other Payables [Member] | Term Loan #2 [Member] | ||
13. NOTES PAYABLE (Details) - Schedule of debt [Line Items] | ||
Notes Payable | 0 | 666,670 |
Notes Payable, Other Payables [Member] | Oasis Sales and Marketing, LLC [Member] | ||
13. NOTES PAYABLE (Details) - Schedule of debt [Line Items] | ||
Notes Payable | 0 | 4,291 |
Convertible Debt [Member] | ||
13. NOTES PAYABLE (Details) - Schedule of debt [Line Items] | ||
Convertible debt | $ 20,000 | $ 20,000 |
13. NOTES PAYABLE (Details) -_2
13. NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
13. NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | $ 818,819 | $ 846,556 | |
Notes Payable to Banks [Member] | Artisan Equipment Loan [Member] | |||
13. NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Amount | $ 391,558 | ||
Secured by | the Company's tangible and intangible personal property | ||
Dated | Mar. 22, 2019 | ||
Due | March 21, 2024 | ||
Payments | $ 7,425 | ||
Interest Rate | 5.20% | ||
Equipment financed returned for credit | $ 33,075 | ||
Bonita Springs, FL [Member] | Mortgages [Member] | |||
13. NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Amount | $ 546,000 | $ 546,000 | |
Due | February 28, 2018 | February 28, 2018 | |
Payments | $ 4,550 | $ 4,550 | |
Bonita Springs, FL [Member] | Mortgages [Member] | Principal [Member] | |||
13. NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | 40,950 | ||
Bonita Springs, FL [Member] | Mortgages [Member] | Accrued interest [Member] | |||
13. NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | $ 8,817 | ||
Bonita Springs, FL [Member] | London Interbank Offered Rate (LIBOR) [Member] | Mortgages [Member] | |||
13. NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Interest rate | 3.00% | 3.00% | |
Broadview, IL [Member] | Mortgages [Member] | |||
13. NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Amount | $ 980,000 | $ 980,000 | |
Due | May 29, 2020 | May 29, 2020 | |
Payments | $ 8,167 | $ 8,167 | |
Principal Balance | 490,000 | $ 490,000 | |
Broadview, IL [Member] | Mortgages [Member] | Principal [Member] | |||
13. NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | 73,500 | ||
Broadview, IL [Member] | Mortgages [Member] | Accrued interest [Member] | |||
13. NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | $ 23,577 | ||
Broadview, IL [Member] | London Interbank Offered Rate (LIBOR) [Member] | Mortgages [Member] | |||
13. NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Interest rate | 2.75% | 2.75% | |
Three Months Ended September 30, 2019 [Member] | Bonita Springs, FL [Member] | Mortgages [Member] | Principal [Member] | |||
13. NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | $ 13,650 | ||
Three Months Ended September 30, 2019 [Member] | Bonita Springs, FL [Member] | Mortgages [Member] | Accrued interest [Member] | |||
13. NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | 2,695 | ||
Three Months Ended September 30, 2019 [Member] | Broadview, IL [Member] | Mortgages [Member] | Principal [Member] | |||
13. NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | 24,500 | ||
Three Months Ended September 30, 2019 [Member] | Broadview, IL [Member] | Mortgages [Member] | Accrued interest [Member] | |||
13. NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | 7,364 | ||
Accrued interest [Member] | Notes Payable to Banks [Member] | Artisan Equipment Loan [Member] | |||
13. NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | 16,001 | ||
Principal [Member] | Notes Payable to Banks [Member] | Artisan Equipment Loan [Member] | |||
13. NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | 4,455 | ||
Capital Lease #3 [Member] | Capital Lease Obligations [Member] | |||
13. NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Amount | $ 51,088 | ||
Dated | Dec. 6, 2018 | ||
Payments | $ 955 | ||
Interest Rate | 4.61% | ||
Payment term | payable in sixty monthly installments | ||
Capital Lease #3 [Member] | Capital Lease Obligations [Member] | Principal [Member] | |||
13. NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | $ 6,961 | ||
Capital Lease #3 [Member] | Capital Lease Obligations [Member] | Accrued interest [Member] | |||
13. NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | 1,634 | ||
Capital Lease #3 [Member] | Three Months Ended September 30, 2019 [Member] | Capital Lease Obligations [Member] | Principal [Member] | |||
13. NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | 3,123 | ||
Capital Lease #3 [Member] | Three Months Ended September 30, 2019 [Member] | Capital Lease Obligations [Member] | Accrued interest [Member] | |||
13. NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | 697 | ||
Notes Payable to Banks [Member] | Term Loan #1 [Member] | |||
13. NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Amount | $ 1,200,000 | $ 1,200,000 | |
Secured by | secured by the Company's tangible and intangible personal property | secured by the Company's tangible and intangible personal property | |
Interest rate | 4.50% | 4.50% | |
Payments | $ 66,667 | $ 66,667 | |
Dated | Aug. 5, 2016 | Aug. 5, 2016 | |
Due | February 5, 2018 | February 5, 2018 | |
Principal transferred from Line of Credit | $ 1,200,000 | ||
Notes Payable to Banks [Member] | Term Loan #1 [Member] | Principal [Member] | |||
13. NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | $ 114,033 | ||
Notes Payable to Banks [Member] | Term Loan #1 [Member] | Accrued interest [Member] | |||
13. NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | $ 829 | ||
Notes Payable, Other Payables [Member] | Term Loan #2 [Member] | |||
13. NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Amount | $ 1,500,000 | ||
Secured by | the Company's tangible and intangible personal property | ||
Payments | $ 83,333 | ||
Due | August 28, 2019 | ||
Notes Payable, Other Payables [Member] | Term Loan #2 [Member] | Principal [Member] | |||
13. NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | $ 666,670 | ||
Notes Payable, Other Payables [Member] | Term Loan #2 [Member] | Accrued interest [Member] | |||
13. NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | 17,157 | ||
Notes Payable, Other Payables [Member] | Oasis Sales and Marketing, LLC [Member] | |||
13. NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Amount | 100,000 | ||
Payments | $ 4,297 | ||
Dated | Jan. 1, 2017 | ||
Interest Rate | 2.91% | ||
Payment term | monthly beginning February 15, 2017 for twenty-four months until paid in full | ||
Notes Payable, Other Payables [Member] | Oasis Sales and Marketing, LLC [Member] | Principal [Member] | |||
13. NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | $ 4,291 | ||
Notes Payable, Other Payables [Member] | Three Months Ended September 30, 2019 [Member] | Term Loan #2 [Member] | Principal [Member] | |||
13. NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | 166,668 | ||
Notes Payable, Other Payables [Member] | Three Months Ended September 30, 2019 [Member] | Term Loan #2 [Member] | Accrued interest [Member] | |||
13. NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | 1,390 | ||
Convertible Debt [Member] | |||
13. NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Amount | $ 20,000 | ||
Interest Rate | 1.90% | 1.90% | |
Convertible Debt [Member] | Three Months Ended September 30, 2019 [Member] | |||
13. NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Interest | $ 93 | ||
Convertible Debt [Member] | Three Months Ended September 30, 2018 Payments [Member] | Accrued interest [Member] | |||
13. NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Interest | 279 | ||
Convertible Notes Payable [Member] | Oasis Sales and Marketing, LLC [Member] | Accrued interest [Member] | |||
13. NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | $ 2 |
13. NOTES PAYABLE (Details) -_3
13. NOTES PAYABLE (Details) - Schedule of Maturities of Long-term Debt - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Schedule of Maturities of Long-term Debt [Abstract] | ||
2020 | $ 705,197 | |
2021 | 133,907 | |
2022 | 138,121 | |
2023 | 115,259 | |
2024 | 49,349 | |
Thereafter | 0 | |
Total | $ 1,141,833 | $ 2,125,102 |
14. LEASE LIABILITIES - FINAN_3
14. LEASE LIABILITIES - FINANCING LEASES (Details) - Lease, Cost - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
14. LEASE LIABILITIES - FINANCING LEASES (Details) - Lease, Cost [Line Items] | ||
Financing lease obligation under a lease agreement | $ 112,267 | $ 0 |
Current portion | 19,279 | 0 |
Long-term maturities | 92,988 | 0 |
Finance Lease #1 [Member] | ||
14. LEASE LIABILITIES - FINANCING LEASES (Details) - Lease, Cost [Line Items] | ||
Financing lease obligation under a lease agreement | 0 | |
Finance Leae #2 [Member] | ||
14. LEASE LIABILITIES - FINANCING LEASES (Details) - Lease, Cost [Line Items] | ||
Financing lease obligation under a lease agreement | $ 112,267 | $ 0 |
14. LEASE LIABILITIES - FINAN_4
14. LEASE LIABILITIES - FINANCING LEASES (Details) - Lease, Cost (Parentheticals) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Finance Lease #1 [Member] | ||
14. LEASE LIABILITIES - FINANCING LEASES (Details) - Lease, Cost (Parentheticals) [Line Items] | ||
Payable | thirty-six monthly installments of $579 | |
Interest Rate | 4.83% | |
Principal Payments | $ 5,661 | |
Interest Payments | $ 103 | |
Finance Leae #2 [Member] | ||
14. LEASE LIABILITIES - FINANCING LEASES (Details) - Lease, Cost (Parentheticals) [Line Items] | ||
Payable | seventy monthly installments of $2,326 | |
Interest Rate | 8.33% | |
Principal Payments | $ 13,444 | |
Interest Payments | 7,487 | |
Original Amount | 128,587 | |
Three Months Ended September 30, 2019 [Member] | Finance Lease #1 [Member] | ||
14. LEASE LIABILITIES - FINANCING LEASES (Details) - Lease, Cost (Parentheticals) [Line Items] | ||
Principal Payments | 1,722 | |
Interest Payments | $ 14 | |
Three Months Ended September 30, 2019 [Member] | Finance Leae #2 [Member] | ||
14. LEASE LIABILITIES - FINANCING LEASES (Details) - Lease, Cost (Parentheticals) [Line Items] | ||
Principal Payments | 45,751 | |
Interest Payments | $ 2,402 |
14. LEASE LIABILITIES - FINAN_5
14. LEASE LIABILITIES - FINANCING LEASES (Details) - Finance Lease, Liability, Maturity | Sep. 30, 2019USD ($) |
Finance Lease, Liability, Maturity [Abstract] | |
2020 | $ 19,279 |
2021 | 20,952 |
2022 | 22,766 |
2023 | 24,737 |
2024 | 24,533 |
Total | $ 112,267 |
15. RELATED PARTY TRANSACTIONS
15. RELATED PARTY TRANSACTIONS (Details) | Jul. 23, 2019 | Jul. 18, 2019 | Mar. 05, 2018USD ($)shares | Jan. 31, 2019USD ($)$ / sharesshares | May 31, 2018USD ($)shares | Dec. 31, 2017shares | Sep. 30, 2019USD ($)$ / shares | Mar. 31, 2018USD ($) | Sep. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2018USD ($)$ / sharesshares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017$ / sharesshares |
15. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||
Business Combination, Control Obtained Description | The GiftBox Asset Purchase Agreement also provides the sellers the option to acquire 30%  of P Innovations subject to dilution for a period  of thirty-six months following the date of the Giftbox Asset Purchase Agreement; the option will only be exercisable if there is a spinoff of P Innovations to Innovative Food Holdings shareholders | The iGourmet Asset Purchase Agreement effective January 23, 2018 (the “iGourmet APA”) was accounted for as an acquisition of an ongoing business in accordance with ASC Topic 805 - Business Combinations (“ASC 805”), where the Company was treated as the acquirer and the acquired assets and certain liabilities not purchased or assumed by Innovative Gourmet, which  under certain circumstances, Innovative Gourmet may determine to pay, were recorded by the Company at their preliminary estimated fair values | ||||||||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ | $ 250,000 | $ 250,000 | ||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 131,136 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 100,000 | |||||||||||
Payments for Repurchase of Other Equity (in Dollars) | $ | $ 0 | $ 167,000 | ||||||||||
Director [Member] | ||||||||||||
15. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 349,650 | |||||||||||
Sale of Stock, Price Per Share (in Dollars per share) | $ / shares | $ 0.715 | $ 0.715 | ||||||||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ | $ 250,000 | |||||||||||
Share-based Payment Arrangement, Noncash Expense (in Dollars) | $ | $ 34,120 | 102,360 | ||||||||||
Each Independent Director [Member] | ||||||||||||
15. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||
Share-based Payment Arrangement, Noncash Expense (in Dollars) | $ | $ 154,036 | |||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 290,949 | |||||||||||
Number of Directors | 2 | |||||||||||
Independent Directors [Member] | ||||||||||||
15. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||
Number of Directors | 2 | |||||||||||
Director, Cash Retainer (in Dollars) | $ | $ 45,000 | |||||||||||
Cash Retainer, per Year (in Dollars) | $ | $ 30,000 | |||||||||||
Principal Accounting Officer and Chief Information Officer [Member] | ||||||||||||
15. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||
Number of Directors | 4 | |||||||||||
Chief Executive Officer [Member] | ||||||||||||
15. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||
Shares Deemed Issued from Exercise of Options | 55,192 | |||||||||||
Payments for Repurchase of Other Equity (in Dollars) | $ | $ 45,000 | $ 45,000 | ||||||||||
President [Member] | ||||||||||||
15. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||
Shares Deemed Issued from Exercise of Options | 60,749 | |||||||||||
Payments for Repurchase of Other Equity (in Dollars) | $ | $ 45,000 | $ 45,000 | ||||||||||
Executive Officer [Member] | ||||||||||||
15. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 46,000 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | These shares will vest at a rate of one-sixth per month over a period of six months | |||||||||||
Executive Officer [Member] | Reduction in Executives Salary [Member] | ||||||||||||
15. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||
Related Party Transaction, Amounts of Transaction (in Dollars) | $ | $ 15,000 | |||||||||||
Options at $0.62 [Member] | Director [Member] | ||||||||||||
15. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 90,000 | |||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 0.62 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||||||||
Options at $0.85 [Member] | Director [Member] | ||||||||||||
15. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 135,000 | |||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 0.85 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||||||||
Options at $1.20 [Member] | Director [Member] | ||||||||||||
15. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 225,000 | |||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 1.20 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||||||||
Options at $0.350 [Member] | Director [Member] | ||||||||||||
15. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 100,000 | |||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 0.35 | |||||||||||
Payments for Repurchase of Other Equity (in Dollars) | $ | $ 77,000 | |||||||||||
Options at $0.350 [Member] | Chief Executive Officer [Member] | ||||||||||||
15. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 100,000 | 100,000 | ||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 0.35 | |||||||||||
Options at $0.350 [Member] | President [Member] | ||||||||||||
15. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 100,000 | 100,000 | ||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 0.35 | |||||||||||
Options at $0.570 [Member] | Chief Executive Officer [Member] | ||||||||||||
15. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 100,000 | 100,000 | ||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 0.57 | |||||||||||
Options at $0.570 [Member] | President [Member] | ||||||||||||
15. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 100,000 | 100,000 | ||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 0.57 |
16. COMMITMENTS AND CONTINGEN_2
16. COMMITMENTS AND CONTINGENT LIABILITIES (Details) - USD ($) | Sep. 16, 2019 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Jan. 23, 2018 |
16. COMMITMENTS AND CONTINGENT LIABILITIES (Details) [Line Items] | ||||||
Business Combination, Contingent Consideration, Liability, Current | $ 306,157 | $ 306,157 | $ 472,876 | |||
Business Combination, Contingent Consideration, Liability, Noncurrent | 227,600 | 227,600 | 357,600 | |||
Payment for Contingent Consideration Liability, Financing Activities | 296,719 | $ 189,000 | ||||
Payments to Acquire Intangible Assets | 47,000 | $ 0 | ||||
Loss Contingency, Damages Sought, Value | $ 1,250,000 | |||||
Licensing Agreements [Member] | ||||||
16. COMMITMENTS AND CONTINGENT LIABILITIES (Details) [Line Items] | ||||||
Payments to Acquire Intangible Assets | $ 50,000 | |||||
Royalty Rate | 5.00% | |||||
Other Commitment, Due in Next Twelve Months | 100,000 | $ 100,000 | ||||
Other Commitment, Due in Second Year | 110,000 | 110,000 | ||||
Other Commitment, Due in Third Year | 125,000 | 125,000 | ||||
IGourmet, LLC [Member] | ||||||
16. COMMITMENTS AND CONTINGENT LIABILITIES (Details) [Line Items] | ||||||
Business Combination, Contingent Consideration, Liability | 30,000 | 30,000 | 394,900 | $ 787,800 | ||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (392,900) | |||||
Business Combination, Contingent Consideration, Liability, Current | 132,300 | 132,300 | ||||
Business Combination, Contingent Consideration, Liability, Noncurrent | 227,600 | 227,600 | ||||
Oasis Sales and Marketing, LLC [Member] | ||||||
16. COMMITMENTS AND CONTINGENT LIABILITIES (Details) [Line Items] | ||||||
Business Combination, Contingent Consideration, Liability | 400,000 | |||||
Business Combination, Contingent Consideration, Liability, Current | 200,000 | 200,000 | ||||
Payment for Contingent Consideration Liability, Financing Activities | 189,000 | |||||
Other Noncash Income | 11,000 | |||||
Mouth Foods [Member] | ||||||
16. COMMITMENTS AND CONTINGENT LIABILITIES (Details) [Line Items] | ||||||
Business Combination, Contingent Consideration, Liability | $ 240,576 | |||||
Business Combination, Contingent Consideration, Liability, Current | 53,857 | 53,857 | ||||
Payment for Contingent Consideration Liability, Financing Activities | $ 12,951 | $ 66,719 |
17. EQUITY (Details)
17. EQUITY (Details) - USD ($) | Mar. 05, 2018 | Dec. 31, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
17. EQUITY (Details) [Line Items] | |||||||||
Common Stock Issued, but not Outstanding (in Shares) | 2,587,580 | 2,587,580 | |||||||
Treasury Stock, Common, Shares (in Shares) | 2,373,171 | 2,373,171 | |||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | 131,136 | ||||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ (93,666) | ||||||||
Stock Issued During Period, Value, New Issues | $ 250,000 | $ 250,000 | |||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 9,524 | ||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.54 | $ 0.54 | |||||||
Stock Issued During Period, Value, Issued for Services | $ 5,143 | $ 5,143 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period (in Shares) | 100,000 | ||||||||
Proceeds from Issuance or Sale of Equity | $ 35,000 | ||||||||
Payments for Repurchase of Other Equity | 0 | 167,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 9,462 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $ 13,946 | ||||||||
Payments for Repurchase of Common Stock | $ 0 | $ 24,057 | |||||||
Share Price (in Dollars per share) | $ 0.58 | $ 0.68 | $ 0.58 | $ 0.68 | |||||
Share-based Payment Arrangement, Expense | $ 297,503 | $ 47,696 | |||||||
Share-based Payment Arrangement, Option [Member] | |||||||||
17. EQUITY (Details) [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period (in Shares) | 0 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 0 | $ 0 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ 0 | 0 | |||||||
Share-based Payment Arrangement, Expense | $ 38,550 | $ 24,285 | $ 115,651 | $ 47,693 | |||||
Board Members and Employees [Member] | |||||||||
17. EQUITY (Details) [Line Items] | |||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | 332,940 | ||||||||
Shares Issued, Value, Share-based Payment Arrangement, before Forfeiture | $ 176,709 | ||||||||
Director [Member] | |||||||||
17. EQUITY (Details) [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 349,650 | ||||||||
Sale of Stock, Price Per Share (in Dollars per share) | $ 0.715 | $ 0.715 | |||||||
Stock Issued During Period, Value, New Issues | $ 250,000 | ||||||||
Chief Executive Officer [Member] | |||||||||
17. EQUITY (Details) [Line Items] | |||||||||
Shares Deemed Issued from Exercise of Options (in Shares) | 55,192 | ||||||||
Payments for Repurchase of Other Equity | $ 45,000 | $ 45,000 | |||||||
President [Member] | |||||||||
17. EQUITY (Details) [Line Items] | |||||||||
Shares Deemed Issued from Exercise of Options (in Shares) | 60,749 | ||||||||
Payments for Repurchase of Other Equity | $ 45,000 | $ 45,000 | |||||||
Seven Employees for Previously Accrued Bonuses [Member] | |||||||||
17. EQUITY (Details) [Line Items] | |||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | 131,136 | ||||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 93,666 | ||||||||
Repurchase of Employee Stock [Member] | |||||||||
17. EQUITY (Details) [Line Items] | |||||||||
Stock Repurchased During Period, Shares (in Shares) | 2,000 | ||||||||
Treasury Stock Acquired, Average Cost Per Share (in Dollars per share) | $ 0.97 | ||||||||
Payments for Repurchase of Common Stock | $ 1,940 | ||||||||
Repurchase of Open Market Stock [Member] | |||||||||
17. EQUITY (Details) [Line Items] | |||||||||
Stock Repurchased During Period, Shares (in Shares) | 27,800 | ||||||||
Treasury Stock Acquired, Average Cost Per Share (in Dollars per share) | $ 0.79 | ||||||||
Payments for Repurchase of Common Stock | $ 22,117 | ||||||||
Options at $0.350 [Member] | Director [Member] | |||||||||
17. EQUITY (Details) [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period (in Shares) | 100,000 | ||||||||
Payments for Repurchase of Other Equity | $ 77,000 | ||||||||
Options at $0.350 [Member] | Chief Executive Officer [Member] | |||||||||
17. EQUITY (Details) [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period (in Shares) | 100,000 | 100,000 | |||||||
Option exercise price (in Dollars per share) | $ 0.35 | ||||||||
Options at $0.350 [Member] | President [Member] | |||||||||
17. EQUITY (Details) [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period (in Shares) | 100,000 | 100,000 | |||||||
Option exercise price (in Dollars per share) | $ 0.35 | ||||||||
Options at $0.570 [Member] | Chief Executive Officer [Member] | |||||||||
17. EQUITY (Details) [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period (in Shares) | 100,000 | 100,000 | |||||||
Option exercise price (in Dollars per share) | $ 0.57 | ||||||||
Options at $0.570 [Member] | President [Member] | |||||||||
17. EQUITY (Details) [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period (in Shares) | 100,000 | 100,000 | |||||||
Option exercise price (in Dollars per share) | $ 0.57 |
17. EQUITY (Details) - Schedul
17. EQUITY (Details) - Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range - Share-based Payment Arrangement, Option [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of options outstanding (in Shares) | 2,575,000 | 1,050,000 |
Weighted average remaining contractual life | 3 years 200 days | |
Weighted average exercise price of options outstanding | $ 1.24 | $ 1.80 |
Number of options exercisable (in Shares) | 625,000 | |
Weighted average exercise price of options exercisable | $ 1.06 | |
Options at $0.62 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise prices | $ 0.62 | |
Number of options outstanding (in Shares) | 360,000 | |
Weighted average remaining contractual life | 4 years 3 months | |
Weighted average exercise price of options outstanding | $ 0.62 | |
Number of options exercisable (in Shares) | 90,000 | |
Weighted average exercise price of options exercisable | $ 0.62 | |
Options at $0.75 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise prices | $ 0.75 | |
Number of options outstanding (in Shares) | 50,000 | |
Weighted average remaining contractual life | 2 years 3 months | |
Weighted average exercise price of options outstanding | $ 0.75 | |
Number of options exercisable (in Shares) | 0 | |
Options at $0.85 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise prices | $ 0.85 | |
Number of options outstanding (in Shares) | 540,000 | |
Weighted average remaining contractual life | 4 years 3 months | |
Weighted average exercise price of options outstanding | $ 0.85 | |
Number of options exercisable (in Shares) | 135,000 | |
Weighted average exercise price of options exercisable | $ 0.85 | |
Options at $0.95 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise prices | $ 0.95 | |
Number of options outstanding (in Shares) | 50,000 | |
Weighted average remaining contractual life | 2 years 3 months | |
Weighted average exercise price of options outstanding | $ 0.95 | |
Number of options exercisable (in Shares) | 0 | |
Options at $1.10 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise prices | $ 1.10 | |
Number of options outstanding (in Shares) | 75,000 | |
Weighted average remaining contractual life | 1 year 226 days | |
Weighted average exercise price of options outstanding | $ 1.10 | |
Number of options exercisable (in Shares) | 75,000 | |
Weighted average exercise price of options exercisable | $ 1.10 | |
Options at $1.20 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise prices | $ 1.20 | |
Number of options outstanding (in Shares) | 900,000 | |
Weighted average remaining contractual life | 4 years 3 months | |
Weighted average exercise price of options outstanding | $ 1.20 | |
Number of options exercisable (in Shares) | 225,000 | |
Weighted average exercise price of options exercisable | $ 1.20 | |
Options at $1.38 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise prices | $ 1.38 | |
Number of options outstanding (in Shares) | 100,000 | |
Weighted average remaining contractual life | 62 days | |
Weighted average exercise price of options outstanding | $ 1.38 | |
Number of options exercisable (in Shares) | 100,000 | |
Weighted average exercise price of options exercisable | $ 1.38 | |
Options at $1.50 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise prices | $ 1.50 | |
Number of options outstanding (in Shares) | 125,000 | |
Weighted average remaining contractual life | 2 years 3 months | |
Weighted average exercise price of options outstanding | $ 1.50 | |
Number of options exercisable (in Shares) | 0 | |
Options at $2.00 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise prices | $ 2 | |
Number of options outstanding (in Shares) | 125,000 | |
Weighted average remaining contractual life | 2 years 3 months | |
Weighted average exercise price of options outstanding | $ 2 | |
Number of options exercisable (in Shares) | 0 | |
Options at $2.50 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise prices | $ 2.50 | |
Number of options outstanding (in Shares) | 125,000 | |
Weighted average remaining contractual life | 2 years 3 months | |
Weighted average exercise price of options outstanding | $ 2.50 | |
Number of options exercisable (in Shares) | 0 | |
Options at $3.00 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise prices | $ 3 | |
Number of options outstanding (in Shares) | 125,000 | |
Weighted average remaining contractual life | 2 years 3 months | |
Weighted average exercise price of options outstanding | $ 3 | |
Number of options exercisable (in Shares) | 0 |
17. EQUITY (Details) - Sched_2
17. EQUITY (Details) - Schedule of share-based compensation, stock options, activity - Share-based Payment Arrangement, Option [Member] | 9 Months Ended |
Sep. 30, 2019$ / sharesshares | |
17. EQUITY (Details) - Schedule of share-based compensation, stock options, activity [Line Items] | |
Options Outstanding | shares | 1,050,000 |
Options Outstanding, Weighted Average Exercise Price | $ / shares | $ 1.80 |
Options exercisable | shares | 625,000 |
Options exercisable, Weighted Average Exercise Price | $ / shares | $ 1.06 |
Options Issued | shares | 1,800,000 |
Options Issued, Weighted Average Exercise Price | $ / shares | $ 0.98 |
Options Exercised | shares | 0 |
Options Exercised, Weighted Average Exercise Price | $ / shares | $ 0 |
Options Forfeited or expired | shares | (275,000) |
Options Forfeited or expired, Weighted Average Exercise Price | $ / shares | $ 1.51 |
Options Outstanding | shares | 2,575,000 |
Options Outstanding, Weighted Average Exercise Price | $ / shares | $ 1.24 |
17. EQUITY (Details) - Fair Va
17. EQUITY (Details) - Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques - Minimum [Member] | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Volatility | 59.40% |
Dividends | 0.00% |
Risk-free interest rates | 2.49% |
Term (years) | 5 years |
18. SUBSEQUENT EVENTS (Details)
18. SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] $ in Millions | Nov. 08, 2019USD ($) | Nov. 30, 2019shares | Oct. 31, 2019shares | Nov. 08, 2019a | Nov. 08, 2019ft² | Nov. 08, 2019m² |
18. SUBSEQUENT EVENTS (Details) [Line Items] | ||||||
Stock Issued During Period, Shares, Issued for Services | shares | 2,381 | 4,762 | ||||
Land and Building [Member] | ||||||
18. SUBSEQUENT EVENTS (Details) [Line Items] | ||||||
Property, Plant and Equipment, Additions | $ 4.5 | |||||
Area of Real Estate Property | ft² | 200,000 | |||||
Area of Land | 15 | 15 | ||||
Debt Instrument, Face Amount | $ 5.5 | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | |||||
Property, Plant and Equipment, Useful Life | 20 years |