Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Jun. 29, 2020 | |
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 | 34,441,740 | |
Amendment Flag | false | |
Entity Central Index Key | 0000312257 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 5,071,543 | $ 3,966,050 |
Accounts receivable, net | 1,860,038 | 3,309,830 |
Inventory | 2,941,435 | 2,350,622 |
Other current assets | 318,617 | 273,689 |
Total current assets | 10,191,633 | 9,900,191 |
Property and equipment, net | 6,830,425 | 6,645,389 |
Investments | 450,225 | 435,225 |
Right to use assets, operating leases, net | 358,714 | 193,733 |
Right to use assets, finance leases, net | 313,209 | 174,631 |
Other amortizable intangible assets, net | 84,000 | 1,342,741 |
Goodwill and other unamortizable intangible assets | 1,532,822 | 2,183,065 |
Total assets | 19,761,028 | 20,874,975 |
Current liabilities | ||
Accounts payable and accrued liabilities | 3,828,998 | 4,009,956 |
Accrued interest | 20,552 | 16,973 |
Deferred revenue | 358,456 | 499,776 |
Line of Credit | 2,000,000 | 0 |
Notes payable - current portion, net | 751,505 | 727,766 |
Lease liability - operating leases, current | 134,459 | 133,296 |
Lease liability - finance leases, current | 47,261 | 29,832 |
Contingent liability - current portion | 187,000 | 187,000 |
Total current liabilities | 7,328,231 | 5,604,599 |
Lease liability - operating leases, non-current | 224,255 | 60,437 |
Lease liability - finance leases, non-current | 281,270 | 154,905 |
Contingent liability - long-term | 144,600 | 156,600 |
Note payable - long term portion, net | 3,953,432 | 3,881,037 |
Total liabilities | 11,931,788 | 9,857,578 |
Commitments & Contingencies (see note 16) | ||
Stockholders' equity | ||
Common stock: $0.0001 par value; 500,000,000 shares authorized; 37,279,320 and 37,210,859 shares issued, and 34,441,740 and 34,373,279 shares outstanding at March 31, 2020 and December 31, 2019, respectively | 3,724 | 3,718 |
Additional paid-in capital | 36,955,853 | 36,889,818 |
Treasury stock: 2,623,171 shares outstanding at March 31, 2020 and December 31, 2019 | (1,141,370) | (1,141,370) |
Accumulated deficit | (27,988,967) | (24,734,769) |
Total stockholders' equity | 7,829,240 | 11,017,397 |
Total liabilities and stockholders' equity | $ 19,761,028 | $ 20,874,975 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
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 | 34,441,740 | 34,373,279 |
Common stock, shares issued | 37,279,320 | 37,210,859 |
Treasury stock, shares | 2,623,171 | 2,623,171 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | $ 13,305,920 | $ 12,859,215 |
Cost of goods sold | 10,192,864 | 8,881,380 |
Gross margin | 3,113,056 | 3,977,835 |
Selling, general and administrative expenses | 4,612,761 | 3,788,997 |
Impairment of goodwill and intangible assets | 1,698,952 | 0 |
Total operating expenses | 6,311,713 | 3,788,997 |
Operating (loss) income | (3,198,657) | 188,838 |
Other leasing income | 10,879 | 0 |
Interest expense, net | (66,420) | (25,478) |
Total other income (expense) | (55,541) | (25,478) |
Net (loss) income before taxes | (3,254,198) | 163,360 |
Income tax expense | 0 | 0 |
Net (loss) income | $ (3,254,198) | $ 163,360 |
Net (loss) income per share - basic (in Dollars per share) | $ (0.09) | $ 0.005 |
Net (loss) income per share - diluted (in Dollars per share) | $ (0.09) | $ 0.005 |
Weighted average shares outstanding - basic (in Shares) | 34,626,275 | 33,947,817 |
Weighted average shares outstanding - diluted (in Shares) | 34,626,275 | 33,947,817 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (3,254,198) | $ 163,360 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Impairment of goodwill and intangible assets | 1,698,952 | 0 |
Depreciation and amortization | 324,565 | 305,205 |
Amortization of right-of-use asset | 49,949 | 42,619 |
Amortization of prepaid loan fees | 3,123 | 0 |
Stock based compensation | 66,041 | 100,144 |
Provision for doubtful accounts | 223,335 | (830) |
Changes in assets and liabilities: | ||
Accounts receivable, net | 1,226,457 | (223,433) |
Inventory and other current assets, net | (650,741) | 156,123 |
Accounts payable and accrued liabilities | (177,379) | (1,508,855) |
Deferred revenue | (141,320) | (281,920) |
Contingent liabilities | (12,000) | (25,307) |
Operating lease liability | (49,949) | (42,619) |
Net cash used in operating activities | (693,165) | (1,315,513) |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (285,599) | (2,705) |
Net cash used in investing activities | (285,599) | (2,705) |
Cash flows from financing activities: | ||
Proceeds from note payable | 150,786 | 0 |
Proceeds from line of credit | 2,000,000 | 0 |
Principal payments on debt | (57,775) | (294,734) |
Principal payments financing leases | (8,754) | (6,066) |
Net cash provided by (used in) financing activities | 2,084,257 | (300,800) |
Increase (Decrease) in cash and cash equivalents | 1,105,493 | (1,619,018) |
Cash and cash equivalents at beginning of period | 3,966,050 | 4,759,817 |
Cash and cash equivalents at end of period | 5,071,543 | 3,140,799 |
Cash paid during the period for: | ||
Interest | 59,373 | 27,693 |
Taxes | 0 | 0 |
Non-cash investing and financing activities: | ||
Issuance of 131,136 shares of common stock previously accrued | 0 | 93,666 |
Right to use assets and liabilities - operating, upon adoption of ASU 2016-02 | 0 | 388,581 |
Increase in right of use assets & liabilities | 214,930 | 0 |
Investment in food related company | 15,000 | 15,500 |
Capital lease for purchase of fixed assets | $ 152,548 | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Parentheticals) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Cash Flows [Abstract] | ||
Issuance of shares of common stock | 131,136 | 97,084 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Total |
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 | |||
Issuance of shares for conversion of notes payable and accrued interest | $ 13 | 93,653 | $ 93,666 | ||
Issuance of shares for conversion of notes payable and accrued interest (in Shares) | 131,136 | ||||
Fair value of shares issued to employees and service providers (in Shares) | 97,084 | ||||
Fair value of vested stock and stock options | 100,144 | $ 100,144 | |||
Net income | 163,360 | 163,360 | |||
Balance at Mar. 31, 2019 | $ 3,640 | 36,325,862 | $ (1,016,370) | (24,794,176) | 10,518,956 |
Balance (in Shares) at Mar. 31, 2019 | 36,427,354 | 2,373,171 | |||
Balance at Dec. 31, 2019 | $ 3,718 | 36,889,818 | $ (1,141,370) | (24,734,769) | 11,017,397 |
Balance (in Shares) at Dec. 31, 2019 | 37,210,859 | 2,623,171 | |||
Issuance of shares for conversion of notes payable and accrued interest (in Shares) | 498 | ||||
Fair value of shares issued to employees and service providers | $ 4 | 19,417 | $ 19,421 | ||
Fair value of shares issued to employees and service providers (in Shares) | 43,705 | 131,136 | |||
Fair value of vested stock and stock options | $ 2 | 46,618 | $ 46,620 | ||
Fair value of vested stock and stock options (in Shares) | 24,258 | ||||
Net income | (3,254,198) | (3,254,198) | |||
Balance at Mar. 31, 2020 | $ 3,724 | $ 36,955,853 | $ (1,141,370) | $ (27,988,967) | $ 7,829,240 |
Balance (in Shares) at Mar. 31, 2020 | 37,279,320 | 2,623,171 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [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 Specialty Foods, Inc. (“Artisan”), Food Innovations, Inc. (“FII”), Food New Media Group, Inc. (“FNM”), Organic Food Brokers, LLC (“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 Food Properties, LLC (“IFP”), Innovative Gourmet, LLC (“Innovative Gourmet” or “igourmet”), Food Funding, LLC (“Food Funding”), Logistics Innovations, LLC (L Innovations”), 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, 2019. 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 months ended March 31, 2020 are not necessarily indicative of the results of operations to be expected for the full year. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2020 | |
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, IFP, igourmet, Food Funding, L Innovations, M Innovations, (sometimes referred to herein as “Mouth” or ” Mouth.com”), 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. 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. IFP was formed to hold the Company’s real estate holdings including the recently acquired facility in PA. 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’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. P Innovations’ focus is to leverage acquired assets to expand the Company’s subscription-based e-commerce business activities. L Innovations provides 3rd party warehouse and fulfillment services, out of its first location at the Company’s Mountaintop, Pennsylvania facility. 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, IFP, Food Funding, M Innovations, P Innovations, L 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 March 31, 2020 and December 31, 2019, trade receivables from the Company’s largest customer amounted to 32% and 35%, respectively, of total trade receivables. During the three months ended March 31, 2020 and 2019, sales from the Company’s largest customer amounted to 55% and 59% 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 Balance as of December 31, 2019 $ 499,776 Cash payments received 200,300 Net sales recognized (341,620 ) Balance as of March 31, 2020 $ 358,456 Disaggregation of Revenue The following table represents a disaggregation of revenue by from sales for the three months ended March 31, 2020 and 2019: Three Months Ended March 31, 2020 2019 Specialty foodservice $ 9,912,792 $ 10,205,969 E-Commerce 2,878,026 2,187,303 National Brand Management 250,665 465,943 Logistics 264,437 - Total $ 13,305,920 $ 12,859,215 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. We have also included all payroll costs as cost of goods sold in our leasing and logistics services business. 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 March 31, 2020: 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 March 31, 2020: Weighted Average Remaining Exercise Number Contractual Price of Options Life (years) $ 0.62 360,000 3.75 $ 0.85 540,000 3.75 $ 1.10 75,000 1.12 $ 1.20 950,000 3.68 $ 1.50 125,000 1.75 2,050,000 3.50 Restricted Stock Awards At March 31, 2020 there are 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 three months ended March 31, 2020, the Company incurred obligations to issue the following shares of common stock pursuant to compensation agreements: an aggregate total of 24,258 shares of common stock to board members. Dilutive shares at March 31, 2019: 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 March 31, 2019: Weighted Average Remaining Exercise Number Contractual Price of Options Life (years) $ 0.62 360,000 4.76 $ 0.75 50,000 2.76 $ 0.85 540,000 4.76 $ 0.95 50,000 2.76 $ 1.10 75,000 2.12 $ 1.20 900,000 4.76 $ 1.38 100,000 0.67 $ 1.50 125,000 2.76 $ 1.90 100,000 0.42 $ 2.00 125,000 2.76 $ 2.50 125,000 2.76 $ 3.00 125,000 2.76 2,675,000 3.92 Significant Recent Accounting Pronouncements In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment (“ASU No. 2017-04”), 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. This ASU became effective January 1, 2020. The adoption of ASU No. 2017-04 did not have a material 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. |
ACQUISITION
ACQUISITION | 3 Months Ended |
Mar. 31, 2020 | |
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. During the three months ended March 31, 2020, the Company performed a goodwill impairment test based upon future growth projections which include estimates of COVID-19’s impact on our business. As a result of impairment test, the Company recorded an impairment of the intangible assets related to the Mouth Foods acquisition in the amount of $104,018 (see note 9). 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 and 2019 were 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. During the three months ended March 31, 2020, as a result of the negative effect of COVID-19 on the Company’s foodservice customers, the Company performed a goodwill impairment test based upon future growth projections which include estimates of COVID-19’s impact on our business. As a result of impairment test, the Company recorded an impairment of the intangible assets related to the igourmet acquisition in the amount of $1,126,417 (see note 9). |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 3 Months Ended |
Mar. 31, 2019 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | 4. ACCOUNTS RECEIVABLE At March 31, 2020 and December 31, 2019, accounts receivable consists of: March 31, 2020 December 31, 2019 Accounts receivable from customers $ 2,177,315 $ 3,405,114 Allowance for doubtful accounts (317,277 ) (95,284 ) Accounts receivable, net $ 1,860,038 $ 3,309,830 |
INVENTORY
INVENTORY | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | 5. INVENTORY Inventory consists primarily of specialty food products. At March 31, 2020 and December 31, 2019, inventory consisted of the following: March 31, 2020 December 31, 2019 Finished Goods Inventory $ 2,941,435 $ 2,350,622 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2020 | |
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 Facility. The amount of the loan was $5,500,000, of which $3,600,000 had been utilized at December 31, 2019 in connection with the purchase of the Facility; 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 with the balance due at 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. Depreciation on the building began when the Company commenced recognizing revenue from leasing and logistics services associated with the Facility. The following table summarizes property and equipment at March 31, 2020 and December 31, 2019: March 31, 2020 December 31, 2019 Land $ 1,256,895 $ 1,265,895 Building 4,959,993 4,959,993 Computer and Office Equipment 578,362 549,703 Warehouse Equipment 345,973 345,973 Furniture and Fixtures 1,151,568 894,628 Vehicles 117,785 117,785 Total before accumulated depreciation 8,410,576 8,124,977 Less: accumulated depreciation (1,580,151 ) (1,479,588 ) Total $ 6,830,425 $ 6,645,389 Depreciation and amortization expense for property and equipment amounted to $114,533 and $76,075 for the three months ended March 31, 2020 and 2019, respectively. |
RIGHT OF USE ASSETS AND LEASE L
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES | 3 Months Ended |
Mar. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Lessee, Operating Leases [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 months ended March 31, 2020 and 2019 was entirely comprised of operating leases and amounted to $53,628 and $46,871, respectively. The Company’s ROU asset amortization for the three months ended March 31, 2019 was $49,949 and $42,619, 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: March 31, 2020 December 31, 2019 Office $ 212,138 $ - Warehouse 23,686 46,977 Warehouse equipment 18,546 20,446 Office equipment 20,558 28,039 Vehicles 83,786 98,271 Right to use assets, net $ 358,714 $ 193,733 Operating lease liabilities are summarized below: March 31, 2020 December 31, 2019 Office $ 212,138 $ - Warehouse 23,686 46,977 Warehouse equipment 18,546 20,446 Office equipment 20,558 28,039 Vehicles 83,786 98,271 Lease liability $ 358,714 $ 193,733 Less: current portion (134,459 ) (133,296 ) Lease liability, non-current $ 224,255 $ 60,437 Maturity analysis under these lease agreements are as follows: For the period ended March 31, 2021 $ 152,306 For the period ended March 31, 2022 92,814 For the period ended March 31, 2023 56,248 For the period ended March 31, 2024 52,583 For the period ended March 31, 2025 49,523 Total $ 403,474 Less: Present value discount (44,760 ) Lease liability $ 358,714 |
INVESTMENTS
INVESTMENTS | 3 Months Ended |
Mar. 31, 2020 | |
Investment Holdings [Abstract] | |
Investment Holdings [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 March 31, 2020 and December 31, 2019, the Company has investments in eight food related companies in the aggregate amount of $450,225 and $435,225, respectively. The Company does not have significant influence over the operations of these 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. During the three months ended March 31, 2020 and 2019, the Company converted accounts receivable in the amount of $15,000 and $15,500, respectively, into an equity investment in a food related company. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure [Text Block] | 9. INTANGIBLE ASSETS 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 the Company’s 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. COVID-19 has had a material negative impact on some of the Company’s foodservice customers. In an effort to limit the spread of the virus, federal, state and local governments have implemented measures that have resulted in the closure of non-essential businesses in many of the markets the Company serves, which has forced its customers in those markets to either transition their establishments to take-out service, delivery service or temporarily cease operations. These actions have led to a significant decrease in demand for certain of the Company’s foodservice products. The adverse impact to the Company’s foodservice customer base was a triggering event and accordingly, as required by ASC 350, the Company performed interim goodwill and long-lived asset quantitative impairment tests as of March 31, 2020. While the triggering event was a result of the negative impact related to foodservice customers, the applicable accounting rules then required an impairment test targeted specifically to any available carrying value of goodwill or intangible assets. As of March 31, 2020 the Company performed the impairment tests on certain intangible assets and goodwill pursuant to the acquisitions through Artisan, Oasis, Innovative Gourmet (see note 3) and M Innovations (see note 3). Goodwill Impairment Test The Company estimated the fair value of the Company’s reporting unit using an income approach that incorporates the use of a discounted cash flow model that involves many management assumptions that are based upon future growth projections which include estimates of COVID-19’s impact on our business. Assumptions include estimates of future revenues, growth rates which take into account estimated inflation rates, estimates of future levels of gross profit and operating profit, projected capital expenditures and discount rates based upon industry and competitor analyses. As a result of impairment test, it was calculated that the net carrying value of goodwill exceeded the fair value by $650,243, and the Company was required by ASC 350 to record an impairment charge to operations during the three months ended March 31, 2020. At March 31, 2020, the net carrying value of goodwill on the Company’s balance sheet is $0. Long-lived Impairment Test Long-lived assets, including other intangible assets, were tested for recoverability at the asset group level. The Company estimated the net undiscounted cash flows expected to be generated from the asset group over the expected useful life of the asset group’s primary asset. Key assumptions include future revenues, growth rates, estimates of future levels of gross profit and operating profit and projected capital expenditures necessary to maintain the operating capacity of each asset group. As a result of the impairment test, it was calculated that the net carrying values of other intangible assets exceeded the undiscounted cash flows for each of the Company’s asset groups by a total of $1,048,692, and the Company was required by the applicable accounting rules to record an impairment charge to operations during the three months ended March 31, 2020. At March 31, 2020, the net carrying value of other intangible assets on the Company’s balance sheet is $1,532,822. 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 (see note 3). The following is the net book value of these assets: March 31, 2020 Accumulated Gross Amortization Net Non-Compete Agreement - amortizable $ 505,900 $ (505,900 ) $ - Customer Relationships - amortizable 3,068,034 (3,068,034 ) - Trade Name 1,532,822 - 1,532,822 Internally Developed Technology - amortizable 875,643 (875,643 ) - Goodwill 650,243 (650,243 ) - Website - amortizable 84,000 - 84,000 Total $ 6,716,642 $ (5,099,820 ) $ 1,616,822 December 31, 2019 Accumulated Gross Amortization Net Non-Compete Agreement - amortizable $ 505,900 $ (433,545 ) $ 72,355 Customer Relationships - amortizable 3,068,034 (2,427,612 ) 640,422 Trade Name 1,532,822 - 1,532,822 Internally Developed Technology - amortizable 875,643 (329,679 ) 545,964 Goodwill 650,243 - 650,243 Website - amortizable 84,000 - 84,000 Total $ 6,716,642 $ (3,190,836 ) $ 3,525,806 Total amortization expense for the three months ended March 31, 2020 and 2019 was $210,032 and $229,130, respectively. Total impairment charge for the three months ended March 31, 2020 and 2019 was $1,698,952 and $0, respectively. |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities at March 31, 2020 and December 31, 2019 are as follows: March 31, 2020 December 31, 2019 Trade payables and accrued liabilities $ 3,760,008 $ 3,935,384 Accrued payroll and commissions 68,990 74,572 Total $ 3,828,998 $ 4,009,956 |
ACCRUED INTEREST
ACCRUED INTEREST | 3 Months Ended |
Mar. 31, 2020 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Other Liabilities Disclosure [Text Block] | 11. ACCRUED INTEREST At March 31, 2020, accrued interest on notes outstanding was $20,552. During the three months ended March 31, 2020, the Company paid cash for interest in the aggregate amount of $59,373. At December 31, 2019, accrued interest on a note outstanding was $16,973. During the twelve months ended December 31, 2019, the Company paid cash for interest in the aggregate amount of $112,971. |
REVOLVING CREDIT FACILITIES
REVOLVING CREDIT FACILITIES | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Short-term Debt [Text Block] | 12. REVOLVING CREDIT FACILITIES March 31, 2020 December 31, 2019 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% (the “Fifth Third Bank Line of Credit”). 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. On March 20, 2020, the Company drew down the amount of $2,000,000. During the three months ended March 31, 2020, the Company paid interest expense in the amount of $3,486 on the Fifth Third Bank Line of Credit. $ 2,000,000 $ - Total $ 2,000,000 $ - |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 13. NOTES PAYABLE March 31, 2020 December 31, 2019 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 March 31, 2020, the Company made payments of principal and interest on this note in the amounts of $13,650 and $2,050, respectively. $ 163,800 $ 177,450 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 was originally due May 29, 2020. Effective May 29, 2020, the note was amended and renewed such that principal payments of $8,303 plus accrued interest will be due beginning June 29, 2020 and continuing for sixty months; the entire principal balance and all accrued interest will be due on May 29, 2025. During the three months ended March 31, 2020, the Company made payments of principal and interest on this note in the amounts of $24,500 and $6,454, respectively. 506,333 530,833 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 year ended December 31, 2019, equipment financed under the Artisan Equipment Loan in the amount of $33,075 was returned for credit. During the three months ended March 31, 2020, the Company made payments of principal and interest on this note in the amounts of $16,429 and $3,965, respectively. 293,400 309,829 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 months ended March 31, 2020, the Company accrued interest in the amount of $93 on this note. 20,000 20,000 March 31, 2020 December 31, 2019 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 March 31, 2020, the Company made principal and interest payments in the amount of $3,196 and $571, respectively, on this loan. $ 38,592 $ 41,788 Secured mortgage facility in the amount of $5,500,000 with Fifth Third Bank for the acquisition of land and building in Wright, Pennsylvania dated November 8, 2019. During the year ended December 31, 2019, the Company drew down $3,600,000 of this facility. During the three months ended March 31, 2020, the Company drew down an additional $150,786 of this facility. The interest rate is LIBOR plus 2.75% with interest only due through September 30, 2020, thereafter with principal amortized at a 20 years amortization rate and the balance due on the maturity date of September 2, 2025. The Company prepaid loan fees in connection with this loan in the amount of $71,097 which are considered a discount to the loan and are being amortized over the term of the note; $3,123 of this discount was amortized to interest expense during the three months ended March 31, 2020. During the three months ended March 31, 2020 the Company made principal and interest payments in the amount of $0 and $27,455, respectively, on this loan. 3,750,786 3,600,000 Total $ 4,772,911 $ 4,679,900 Discount (67,974 ) (71,097 ) Net of discount $ 4,704,937 $ 4,608,803 Current portion $ 751,505 $ 727,766 Long-term maturities 4,021,406 3,952,134 Total $ 4,772,911 $ 4,679,900 Aggregate maturities of long-term notes payable as of March 31, 2020 are as follows: For the period ended March 31, 2021 $ 751,505 2022 323,829 2023 328,169 2024 274,297 2025 188,250 Thereafter 2,906,861 Total $ 4,772,911 |
LEASE LIABILITIES - FINANCING L
LEASE LIABILITIES - FINANCING LEASES | 3 Months Ended |
Mar. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Lessee, Finance Leases [Text Block] | 14. LEASE LIABILITIES - FINANCING LEASES March 31, 2020 December 31, 2019 Financing lease obligation under a lease agreement for a truck payable in eighty-four monthly installments of $2,188 including interest at the rate of 5.44%. During the three months ended March 31, 2020, the Company made principal and interest payments on this lease obligation in the amounts of $1,496 and $692, respectively. $ 151,052 $ - 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 March 31, 2020, the Company made principal and interest payments on this lease obligation in the amounts of $4,769 and $2,208, respectively. 102,828 107,597 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 March 31, 2020, the Company made principal and interest payments on this lease obligation in the amounts of $2,489 and $953, respectively. 74,651 77,140 Total $ 328,531 $ 184,737 Current portion $ 47,261 $ 29,832 Long-term maturities 281,270 154,905 Total $ 328,531 $ 184,737 Aggregate maturities of lease liabilities – financing leases as of March 31, 2020 are as follows: For the period ended March 31, 2021 $ 48,863 2022 52,161 2023 55,693 2024 58,939 2025 46,915 Thereafter 65,960 Total $ 328,531 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 15. RELATED PARTY TRANSACTIONS For the three months ended March 31, 2020: Vesting of shares to officers During the three months ended March 31, 2020 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 $12,500 for the vesting of a total of 24,258 shares of common stock issuable to two of its independent board members. The Company also recognized non-cash compensation in the amount of $34,120 during the three months ended March 31, 2020 in connection with stock options issuable to management and board members. The chief executive officer provided a limited waiver through June 29, 2020 of certain rights and benefits contained in his employment agreement following a Change in Control (as defined in the employment agreement). For the three months ended March 31, 2019: During the three months ended March 31, 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 $54,036 for the vesting of a total of 97,084 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 $38,550 during the three months ended March 31, 2019 in connection with these options. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2020 | |
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 years ended December 31, 2018 and 2019, the Company reduced this amount by $392,900 and $132,300, respectively, as the performance goals for the first two years were not met. During the year ended December 31, 2019, the Company paid the amount of $39,000 in connection with the additional liabilities; during the three months ended March 31, 2020, the Company paid the amount of $12,000 in connection with the additional liabilities. At March 31, 2020, the amount of $67,000 remains on the Company’s balance sheet as a current contingent liability, and $144,600 as a long term contingent liability. 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 year ended December 31, 2019, the Company paid the amount of $120,576 in connection with these liabilities. At March 31, 2020, $120,000 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; during the three months ended March 31, 2020, the Company paid an additional $10,000 towards the minimum royalty. 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 indicates a demand and offer to settle for fifty million dollars. We expect that should a settlement occur the amount would be substantially lower. 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, which has been fully offered, we intend to further aggressively pursue the Company’s and its subsidiaries’ insurance coverage under their umbrella and other available policies. In addition, the Company has been defending this action and believes that the likely outcome would result in any liabilities being covered 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. |
EQUITY
EQUITY | 3 Months Ended |
Mar. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 17. EQUITY Common Stock At March 31, 2020 and December 31, 2019, a total of 2,837,580 shares are deemed issued but not outstanding by the Company. These include 2,623,171 shares of treasury stock. Three months ended March 31, 2020: The Company issued 38,943 shares of common stock with a fair value of $17,135 to an employee as a bonus. The Company issued 4,762 shares of common stock with a fair value of $2,286 to a service provider. The Company accrued the amount of $12,500 in connection with the vesting of 24,258 shares of common stock issuable to board members in connection with their compensation agreements. The Company accrued the amount of $34,120 in connection with the vesting of stock options to management and board members. Three months ended March 31, 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 accrued the amount of $61,594 in connection with the vesting of 110,980 shares of common stock issuable to board members and employees in connection with their employment agreements. Options The following table summarizes the options outstanding at March 31, 2020 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 3.75 $ 0.62 150,000 $ 0.62 $ 0.85 540,000 3.75 $ 0.85 225,000 $ 0.85 $ 1.10 75,000 1.12 $ 1.10 75,000 $ 1.10 $ 1.20 950,000 3.68 $ 1.20 375,000 $ 1.20 $ 1.50 125,000 1.75 $ 1.50 125,000 $ 1.50 2,050,000 3.50 $ 1.02 950,000 $ 1.06 Transactions involving stock options are summarized as follows: Number of Shares Weighted Average Exercise Price Options outstanding at December 31, 2019 2,525,000 $ 1.23 Granted - $ - Exercised - $ - Cancelled / Expired (475,000 ) $ 1.76 Options outstanding at March 31, 2020 2,050,000 $ 1.02 Options exercisable at March 31, 2020 950,000 $ 1.06 Aggregate intrinsic value of options outstanding and exercisable at March 31, 2020 and 2019 was $0. Aggregate intrinsic value represents the difference between the Company’s closing stock price on the last trading day of the fiscal period, which was $0.34 and $0.45 as of March 31, 2020 and 2019, respectively, and the exercise price multiplied by the number of options outstanding. During the three months ended March 31, 2020 and 2019, the Company charged $34,120 and $38,550, respectively, to operations to recognized stock-based compensation expense for employee stock options. Accounting for warrants and stock options The Company did not value any warrants or stock options during the three months ended March 31, 2020. The Company valued warrants and stock options during the three months ended March 31, 2019 using the Black-Scholes valuation model utilizing the following variables: March 31, 2019 Volatility 59.4 % Dividends $ - Risk-free interest rates 2.49 % Term (years) 5.00 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 18. SUBSEQUENT EVENTS SBA Administered Loan On April 21, 2020, the Company received loan proceeds of $1,650,221 (the “Loan”) under a recent congressionally-approved act. The Loan is administered by the U.S. Small Business Administration. The Loan to the Company is being made through Fifth Third Bank, National Association (the “Lender”). The term of the Loan is two years. The annual interest rate on the Loan is 1.00%. Payments of principal and interest on the loan will be deferred for the first six months of the term of the Loan. The promissory note evidencing the Loan contains customary events of default relating to, among other things, payment defaults, breach of representations and warranties, or provisions of the promissory note. The occurrence of an event of default may trigger the immediate repayment of all amounts outstanding, collection of all amounts owing from the Company, and/or filing suit and obtaining a judgment against the Company. Under the terms of the Congressional act, Loan recipients can apply for and be granted forgiveness for all or a portion of the Loan granted under such act. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for payroll costs and mortgage interest, rent or utility costs and the maintenance of employee and compensation levels. While the company currently anticipates that it will be eligible for a certain amount of forgiveness related to the Loan, no assurance is provided that the Company will obtain forgiveness of the Loan in whole or in part. The impact of COVID-19 on the Company is discussed above in “Business – Growth Strategy,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations – 2020 Plans” and elsewhere in this Report and in the “Risk Factor” section of our Annual Report on Form 10-K for the year ended December 31, 2019. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
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, IFP, igourmet, Food Funding, L Innovations, M Innovations, (sometimes referred to herein as “Mouth” or ” Mouth.com”), 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. 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. IFP was formed to hold the Company’s real estate holdings including the recently acquired facility in PA. 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’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. P Innovations’ focus is to leverage acquired assets to expand the Company’s subscription-based e-commerce business activities. L Innovations provides 3rd party warehouse and fulfillment services, out of its first location at the Company’s Mountaintop, Pennsylvania facility. |
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, IFP, Food Funding, M Innovations, P Innovations, L 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 March 31, 2020 and December 31, 2019, trade receivables from the Company’s largest customer amounted to 32% and 35%, respectively, of total trade receivables. During the three months ended March 31, 2020 and 2019, sales from the Company’s largest customer amounted to 55% and 59% of total sales, respectively. |
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. |
Long-Duration Contracts Revenue Recognition, Policy [Policy Text Block] | Disaggregation of Revenue The following table represents a disaggregation of revenue by from sales for the three months ended March 31, 2020 and 2019: Three Months Ended March 31, 2020 2019 Specialty foodservice $ 9,912,792 $ 10,205,969 E-Commerce 2,878,026 2,187,303 National Brand Management 250,665 465,943 Logistics 264,437 - Total $ 13,305,920 $ 12,859,215 |
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. We have also included all payroll costs as cost of goods sold in our leasing and logistics services business. |
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 March 31, 2020: 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 March 31, 2020: Weighted Average Remaining Exercise Number Contractual Price of Options Life (years) $ 0.62 360,000 3.75 $ 0.85 540,000 3.75 $ 1.10 75,000 1.12 $ 1.20 950,000 3.68 $ 1.50 125,000 1.75 2,050,000 3.50 Restricted Stock Awards At March 31, 2020 there are 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 three months ended March 31, 2020, the Company incurred obligations to issue the following shares of common stock pursuant to compensation agreements: an aggregate total of 24,258 shares of common stock to board members. Dilutive shares at March 31, 2019: 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 March 31, 2019: Weighted Average Remaining Exercise Number Contractual Price of Options Life (years) $ 0.62 360,000 4.76 $ 0.75 50,000 2.76 $ 0.85 540,000 4.76 $ 0.95 50,000 2.76 $ 1.10 75,000 2.12 $ 1.20 900,000 4.76 $ 1.38 100,000 0.67 $ 1.50 125,000 2.76 $ 1.90 100,000 0.42 $ 2.00 125,000 2.76 $ 2.50 125,000 2.76 $ 3.00 125,000 2.76 2,675,000 3.92 |
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 (“ASU No. 2017-04”), 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. This ASU became effective January 1, 2020. The adoption of ASU No. 2017-04 did not have a material 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. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 Balance as of December 31, 2019 $ 499,776 Cash payments received 200,300 Net sales recognized (341,620 ) Balance as of March 31, 2020 $ 358,456 |
Disaggregation of Revenue [Table Text Block] | The following table represents a disaggregation of revenue by from sales for the three months ended March 31, 2020 and 2019: Three Months Ended March 31, 2020 2019 Specialty foodservice $ 9,912,792 $ 10,205,969 E-Commerce 2,878,026 2,187,303 National Brand Management 250,665 465,943 Logistics 264,437 - Total $ 13,305,920 $ 12,859,215 |
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 March 31, 2020: Weighted Average Remaining Exercise Number Contractual Price of Options Life (years) $ 0.62 360,000 3.75 $ 0.85 540,000 3.75 $ 1.10 75,000 1.12 $ 1.20 950,000 3.68 $ 1.50 125,000 1.75 2,050,000 3.50 Weighted Average Remaining Exercise Number Contractual Price of Options Life (years) $ 0.62 360,000 4.76 $ 0.75 50,000 2.76 $ 0.85 540,000 4.76 $ 0.95 50,000 2.76 $ 1.10 75,000 2.12 $ 1.20 900,000 4.76 $ 1.38 100,000 0.67 $ 1.50 125,000 2.76 $ 1.90 100,000 0.42 $ 2.00 125,000 2.76 $ 2.50 125,000 2.76 $ 3.00 125,000 2.76 2,675,000 3.92 |
ACQUISITION (Tables)
ACQUISITION (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | At March 31, 2020 and December 31, 2019, accounts receivable consists of: March 31, 2020 December 31, 2019 Accounts receivable from customers $ 2,177,315 $ 3,405,114 Allowance for doubtful accounts (317,277 ) (95,284 ) Accounts receivable, net $ 1,860,038 $ 3,309,830 |
INVENTORY (Tables)
INVENTORY (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventory consists primarily of specialty food products. At March 31, 2020 and December 31, 2019, inventory consisted of the following: March 31, 2020 December 31, 2019 Finished Goods Inventory $ 2,941,435 $ 2,350,622 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | March 31, 2020 December 31, 2019 Land $ 1,256,895 $ 1,265,895 Building 4,959,993 4,959,993 Computer and Office Equipment 578,362 549,703 Warehouse Equipment 345,973 345,973 Furniture and Fixtures 1,151,568 894,628 Vehicles 117,785 117,785 Total before accumulated depreciation 8,410,576 8,124,977 Less: accumulated depreciation (1,580,151 ) (1,479,588 ) Total $ 6,830,425 $ 6,645,389 |
RIGHT OF USE ASSETS AND LEASE_2
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Schedule of Capital Leased Assets [Table Text Block] | Right to use assets – operating leases are summarized below: March 31, 2020 December 31, 2019 Office $ 212,138 $ - Warehouse 23,686 46,977 Warehouse equipment 18,546 20,446 Office equipment 20,558 28,039 Vehicles 83,786 98,271 Right to use assets, net $ 358,714 $ 193,733 |
Lessee, Operating Lease, Disclosure [Table Text Block] | Operating lease liabilities are summarized below: March 31, 2020 December 31, 2019 Office $ 212,138 $ - Warehouse 23,686 46,977 Warehouse equipment 18,546 20,446 Office equipment 20,558 28,039 Vehicles 83,786 98,271 Lease liability $ 358,714 $ 193,733 Less: current portion (134,459 ) (133,296 ) Lease liability, non-current $ 224,255 $ 60,437 |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Maturity analysis under these lease agreements are as follows: For the period ended March 31, 2021 $ 152,306 For the period ended March 31, 2022 92,814 For the period ended March 31, 2023 56,248 For the period ended March 31, 2024 52,583 For the period ended March 31, 2025 49,523 Total $ 403,474 Less: Present value discount (44,760 ) Lease liability $ 358,714 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | The following is the net book value of these assets: March 31, 2020 Accumulated Gross Amortization Net Non-Compete Agreement - amortizable $ 505,900 $ (505,900 ) $ - Customer Relationships - amortizable 3,068,034 (3,068,034 ) - Trade Name 1,532,822 - 1,532,822 Internally Developed Technology - amortizable 875,643 (875,643 ) - Goodwill 650,243 (650,243 ) - Website - amortizable 84,000 - 84,000 Total $ 6,716,642 $ (5,099,820 ) $ 1,616,822 December 31, 2019 Accumulated Gross Amortization Net Non-Compete Agreement - amortizable $ 505,900 $ (433,545 ) $ 72,355 Customer Relationships - amortizable 3,068,034 (2,427,612 ) 640,422 Trade Name 1,532,822 - 1,532,822 Internally Developed Technology - amortizable 875,643 (329,679 ) 545,964 Goodwill 650,243 - 650,243 Website - amortizable 84,000 - 84,000 Total $ 6,716,642 $ (3,190,836 ) $ 3,525,806 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accounts payable and accrued liabilities at March 31, 2020 and December 31, 2019 are as follows: March 31, 2020 December 31, 2019 Trade payables and accrued liabilities $ 3,760,008 $ 3,935,384 Accrued payroll and commissions 68,990 74,572 Total $ 3,828,998 $ 4,009,956 |
REVOLVING CREDIT FACILITIES (Ta
REVOLVING CREDIT FACILITIES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Line of Credit Facilities [Table Text Block] | March 31, 2020 December 31, 2019 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% (the “Fifth Third Bank Line of Credit”). 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. On March 20, 2020, the Company drew down the amount of $2,000,000. During the three months ended March 31, 2020, the Company paid interest expense in the amount of $3,486 on the Fifth Third Bank Line of Credit. $ 2,000,000 $ - Total $ 2,000,000 $ - |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | March 31, 2020 December 31, 2019 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 March 31, 2020, the Company made payments of principal and interest on this note in the amounts of $13,650 and $2,050, respectively. $ 163,800 $ 177,450 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 was originally due May 29, 2020. Effective May 29, 2020, the note was amended and renewed such that principal payments of $8,303 plus accrued interest will be due beginning June 29, 2020 and continuing for sixty months; the entire principal balance and all accrued interest will be due on May 29, 2025. During the three months ended March 31, 2020, the Company made payments of principal and interest on this note in the amounts of $24,500 and $6,454, respectively. 506,333 530,833 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 year ended December 31, 2019, equipment financed under the Artisan Equipment Loan in the amount of $33,075 was returned for credit. During the three months ended March 31, 2020, the Company made payments of principal and interest on this note in the amounts of $16,429 and $3,965, respectively. 293,400 309,829 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 months ended March 31, 2020, the Company accrued interest in the amount of $93 on this note. 20,000 20,000 March 31, 2020 December 31, 2019 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 March 31, 2020, the Company made principal and interest payments in the amount of $3,196 and $571, respectively, on this loan. $ 38,592 $ 41,788 Secured mortgage facility in the amount of $5,500,000 with Fifth Third Bank for the acquisition of land and building in Wright, Pennsylvania dated November 8, 2019. During the year ended December 31, 2019, the Company drew down $3,600,000 of this facility. During the three months ended March 31, 2020, the Company drew down an additional $150,786 of this facility. The interest rate is LIBOR plus 2.75% with interest only due through September 30, 2020, thereafter with principal amortized at a 20 years amortization rate and the balance due on the maturity date of September 2, 2025. The Company prepaid loan fees in connection with this loan in the amount of $71,097 which are considered a discount to the loan and are being amortized over the term of the note; $3,123 of this discount was amortized to interest expense during the three months ended March 31, 2020. During the three months ended March 31, 2020 the Company made principal and interest payments in the amount of $0 and $27,455, respectively, on this loan. 3,750,786 3,600,000 Total $ 4,772,911 $ 4,679,900 Discount (67,974 ) (71,097 ) Net of discount $ 4,704,937 $ 4,608,803 Current portion $ 751,505 $ 727,766 Long-term maturities 4,021,406 3,952,134 Total $ 4,772,911 $ 4,679,900 |
Schedule of Maturities of Long-term Debt [Table Text Block] | Aggregate maturities of long-term notes payable as of March 31, 2020 are as follows: 2021 $ 751,505 2022 323,829 2023 328,169 2024 274,297 2025 188,250 Thereafter 2,906,861 Total $ 4,772,911 |
LEASE LIABILITIES - FINANCING_2
LEASE LIABILITIES - FINANCING LEASES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Lease, Cost [Table Text Block] | March 31, 2020 December 31, 2019 Financing lease obligation under a lease agreement for a truck payable in eighty-four monthly installments of $2,188 including interest at the rate of 5.44%. During the three months ended March 31, 2020, the Company made principal and interest payments on this lease obligation in the amounts of $1,496 and $692, respectively. $ 151,052 $ - 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 March 31, 2020, the Company made principal and interest payments on this lease obligation in the amounts of $4,769 and $2,208, respectively. 102,828 107,597 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 March 31, 2020, the Company made principal and interest payments on this lease obligation in the amounts of $2,489 and $953, respectively. 74,651 77,140 Total $ 328,531 $ 184,737 Current portion $ 47,261 $ 29,832 Long-term maturities 281,270 154,905 Total $ 328,531 $ 184,737 |
Finance Lease, Liability, Fiscal Year Maturity [Table Text Block] | Aggregate maturities of lease liabilities – financing leases as of March 31, 2020 are as follows: 2021 $ 48,863 2022 52,161 2023 55,693 2024 58,939 2025 46,915 Thereafter 65,960 Total $ 328,531 |
EQUITY (Tables)
EQUITY (Tables) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Stockholders' Equity Note [Abstract] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Table Text Block] | The following table summarizes the options outstanding at March 31, 2020 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 3.75 $ 0.62 150,000 $ 0.62 $ 0.85 540,000 3.75 $ 0.85 225,000 $ 0.85 $ 1.10 75,000 1.12 $ 1.10 75,000 $ 1.10 $ 1.20 950,000 3.68 $ 1.20 375,000 $ 1.20 $ 1.50 125,000 1.75 $ 1.50 125,000 $ 1.50 2,050,000 3.50 $ 1.02 950,000 $ 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, 2019 2,525,000 $ 1.23 Granted - $ - Exercised - $ - Cancelled / Expired (475,000 ) $ 1.76 Options outstanding at March 31, 2020 2,050,000 $ 1.02 Options exercisable at March 31, 2020 950,000 $ 1.06 | |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | The Company did not value any warrants or stock options during the three months ended March 31, 2020. The Company valued warrants and stock options during the three months ended March 31, 2019 using the Black-Scholes valuation model utilizing the following variables: March 31, 2019 Volatility 59.4 % Dividends $ - Risk-free interest rates 2.49 % Term (years) 5.00 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Director of Strategic Acquisitions [Member] | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture | 24,258 | ||
Restricted Stock [Member] | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 300,000 | ||
Restricted Stock [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 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 | ||
Restricted Stock [Member] | Share-based Payment Arrangement, Tranche Two [Member] | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 175,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vest contingent upon the attainment of a stock price of $3.00 per share for 20 straight trading days | ||
Credit Concentration Risk [Member] | Customer Concentration Risk [Member] | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Concentration Risk, Percentage | 32.00% | 35.00% | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Concentration Risk, Percentage | 55.00% | 59.00% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Deferred Revenue, by Arrangement, Disclosure - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Deferred Revenue, by Arrangement, Disclosure [Abstract] | ||
Balance | $ 499,776 | $ 559,315 |
Cash payments received | 200,300 | 93,580 |
Net sales recognized | (341,620) | (375,500) |
Balance | $ 358,456 | $ 277,395 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Disaggregation of Revenue - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 13,305,920 | $ 12,859,215 |
Specialty Food Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 9,912,792 | 10,205,969 |
Ecommerce [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2,878,026 | 2,187,303 |
National Brand Management [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 250,665 | 465,943 |
Warehouse and Logistic Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 264,437 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Number of Options | 2,050,000 | |
Weighted Average Remaining Contractual Life | 3 years 6 months | |
Options at $0.62 [Member] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 0.62 | $ 0.62 |
Number of Options | 360,000 | 360,000 |
Weighted Average Remaining Contractual Life | 3 years 9 months | 4 years 277 days |
Options at $0.85 [Member] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 0.85 | $ 0.85 |
Number of Options | 540,000 | 540,000 |
Weighted Average Remaining Contractual Life | 3 years 9 months | 4 years 277 days |
Options at $1.10 [Member] | ||
SUMMARY OF 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 43 days | 2 years 43 days |
Options at $1.20 [Member] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 1.20 | $ 1.20 |
Number of Options | 950,000 | 900,000 |
Weighted Average Remaining Contractual Life | 3 years 248 days | 4 years 277 days |
Options at $1.50 [Member] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 1.50 | $ 1.50 |
Number of Options | 125,000 | 125,000 |
Weighted Average Remaining Contractual Life | 1 year 9 months | 2 years 277 days |
Options at $0.75 [Member] | ||
SUMMARY OF 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 277 days | |
Options at $0.95 [Member] | ||
SUMMARY OF 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 277 days | |
Options at $1.38 [Member] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 1.38 | |
Number of Options | 100,000 | |
Weighted Average Remaining Contractual Life | 244 days | |
Options at $1.90 [Member] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 1.90 | |
Number of Options | 100,000 | |
Weighted Average Remaining Contractual Life | 153 days | |
Options at $2.00 [Member] | ||
SUMMARY OF 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 277 days | |
Options at $2.50 [Member] | ||
SUMMARY OF 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 277 days | |
Options at $3.00 [Member] | ||
SUMMARY OF 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 277 days | |
Options at $2.05 [Member] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Number of Options | 2,675,000 | |
Weighted Average Remaining Contractual Life | 3 years 335 days |
ACQUISITION (Details)
ACQUISITION (Details) - USD ($) | Jul. 23, 2019 | Jul. 06, 2018 | Jan. 23, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2018 |
ACQUISITION (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 | |||||
Goodwill and Intangible Asset Impairment | $ 1,698,952 | $ 0 | ||||
Mouth Foods [Member] | ||||||
ACQUISITION (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 | |||||
Goodwill and Intangible Asset Impairment | 104,018 | |||||
Payments to Acquire Businesses, Gross | $ 208,355 | |||||
IGourmet, LLC [Member] | ||||||
ACQUISITION (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 and 2019 were 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 | ||||
Business Combination, Consideration Transferred | 4,151,243 | 4,275,751 | ||||
Goodwill and Intangible Asset Impairment | $ 1,126,417 | |||||
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 | |||||
Contingent Liability - Future Sales of Purchased Assets [Member] | Mouth Foods [Member] | ||||||
ACQUISITION (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] | ||||||
ACQUISITION (Details) [Line Items] | ||||||
Business Combination, Contingent Consideration, Liability | $ 185,000 | $ 185,000 | ||||
Contingent Liabilities - Payable to Certain Vendors [Member] | Mouth Foods [Member] | ||||||
ACQUISITION (Details) [Line Items] | ||||||
Business Combination, Contingent Consideration, Liability | $ 20,000 | |||||
Food Funding [Member] | IGourmet, LLC [Member] | ||||||
ACQUISITION (Details) [Line Items] | ||||||
Payments to Acquire Loans Receivable | $ 1,187,000 |
ACQUISITION (Details) - Schedul
ACQUISITION (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed - USD ($) | Jan. 23, 2018 | Dec. 31, 2018 | Mar. 31, 2020 | Jul. 06, 2018 |
Mouth Foods [Member] | ||||
ACQUISITION (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 | |||
Tangible assets acquired | 57,000 | |||
Intangible assets acquired | 419,926 | |||
Goodwill acquired | 36,429 | |||
Mouth Foods [Member] | Contingent Liability – Payable to Debt Holder [Member] | ||||
ACQUISITION (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items] | ||||
Contingent liabilit | 185,000 | $ 185,000 | ||
Mouth Foods [Member] | Contingent Liabilities Payable To Sellers [Member] | ||||
ACQUISITION (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items] | ||||
Contingent liabilit | 100,000 | |||
IGourmet, LLC [Member] | ||||
ACQUISITION (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 | |||
Contingent liabilit | $ 787,800 | 394,900 | ||
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 |
ACCOUNTS RECEIVABLE (Details) -
ACCOUNTS RECEIVABLE (Details) - Schedule of accounts receivable - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Schedule of accounts receivable [Abstract] | ||
Accounts receivable from customers | $ 2,177,315 | $ 3,405,114 |
Allowance for doubtful accounts | (317,277) | (95,284) |
Accounts receivable, net | $ 1,860,038 | $ 3,309,830 |
INVENTORY (Details) - Schedule
INVENTORY (Details) - Schedule of Inventory - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Schedule of Inventory [Abstract] | ||
Finished Goods Inventory | $ 2,941,435 | $ 2,350,622 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) | Nov. 08, 2019USD ($)aft² | May 14, 2015USD ($)aft² | Feb. 26, 2013USD ($)aft² | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) |
PROPERTY AND EQUIPMENT (Details) [Line Items] | ||||||
Area of Land (in Acres) | a | 15 | |||||
Area of Real Estate Property (in Square Feet) | ft² | 200,000 | |||||
Property, Plant and Equipment, Additions | $ 4,500,000 | |||||
Payments to Acquire Property, Plant, and Equipment | $ 285,599 | $ 2,705 | ||||
Proceeds from Lines of Credit | 2,000,000 | 0 | ||||
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. | |||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate | $ 3,600,000 | |||||
Property, Plant and Equipment, Useful Life | 20 years | |||||
Depreciation | $ 114,533 | $ 76,075 | ||||
Land and Building [Member] | ||||||
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 | $ 80,000 | $ 792,758 | ||||
Payments to Acquire Property, Plant, and Equipment | 914,350 | |||||
Proceeds from Lines of Credit | 900,000 | |||||
Debt Instrument, Face Amount | 980,000 | |||||
Repayments of Lines of Credit | $ 900,000 | |||||
Land and Building [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
PROPERTY AND EQUIPMENT (Details) [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 3.00% |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details) - Schedule of property, plant and equipment - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 8,410,576 | $ 8,124,977 |
Less: accumulated depreciation | (1,580,151) | (1,479,588) |
Total | 6,830,425 | 6,645,389 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 1,256,895 | 1,265,895 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 4,959,993 | 4,959,993 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 578,362 | 549,703 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 345,973 | 345,973 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 1,151,568 | 894,628 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 117,785 | $ 117,785 |
RIGHT OF USE ASSETS AND LEASE_3
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES (Details) [Line Items] | ||
Operating Lease, Expense | $ 53,628 | $ 46,871 |
Amortization of Leased Asset | $ 49,949 | $ 42,619 |
Minimum [Member] | ||
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES (Details) [Line Items] | ||
Lessee, Operating Lease, Term of Contract | 1 year | |
Maximum [Member] | ||
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES (Details) [Line Items] | ||
Lessee, Operating Lease, Term of Contract | 3 years |
RIGHT OF USE ASSETS AND LEASE_4
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES (Details) - Schedule of Capital Leased Assets - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES (Details) - Schedule of Capital Leased Assets [Line Items] | ||
Right to use assets, net | $ 358,714 | $ 193,733 |
Land and Building [Member] | ||
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES (Details) - Schedule of Capital Leased Assets [Line Items] | ||
Right to use assets, net | 212,138 | 0 |
Building [Member] | ||
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES (Details) - Schedule of Capital Leased Assets [Line Items] | ||
Right to use assets, net | 23,686 | 46,977 |
Equipment [Member] | ||
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES (Details) - Schedule of Capital Leased Assets [Line Items] | ||
Right to use assets, net | 18,546 | 20,446 |
Office Equipment [Member] | ||
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES (Details) - Schedule of Capital Leased Assets [Line Items] | ||
Right to use assets, net | 20,558 | 28,039 |
Vehicles [Member] | ||
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES (Details) - Schedule of Capital Leased Assets [Line Items] | ||
Right to use assets, net | $ 83,786 | $ 98,271 |
RIGHT OF USE ASSETS AND LEASE_5
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES (Details) - Lessee, Operating Lease, Disclosure - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES (Details) - Lessee, Operating Lease, Disclosure [Line Items] | ||
Lease liability | $ 358,714 | $ 193,733 |
Less: current portion | (134,459) | (133,296) |
Lease liability, non-current | 224,255 | 60,437 |
Land and Building [Member] | ||
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES (Details) - Lessee, Operating Lease, Disclosure [Line Items] | ||
Lease liability | 212,138 | 0 |
Building [Member] | ||
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES (Details) - Lessee, Operating Lease, Disclosure [Line Items] | ||
Lease liability | 23,686 | 46,977 |
Equipment [Member] | ||
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES (Details) - Lessee, Operating Lease, Disclosure [Line Items] | ||
Lease liability | 18,546 | 20,446 |
Office Equipment [Member] | ||
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES (Details) - Lessee, Operating Lease, Disclosure [Line Items] | ||
Lease liability | 20,558 | 28,039 |
Vehicles [Member] | ||
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES (Details) - Lessee, Operating Lease, Disclosure [Line Items] | ||
Lease liability | $ 83,786 | $ 98,271 |
RIGHT OF USE ASSETS AND LEASE_6
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES (Details) - Lessee, Operating Lease, Liability, Maturity - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Lessee, Operating Lease, Liability, Maturity [Abstract] | ||
For the period ended March 31, 2021 | $ 152,306 | |
For the period ended March 31, 2022 | 92,814 | |
For the period ended March 31, 2023 | 56,248 | |
For the period ended March 31, 2024 | 52,583 | |
For the period ended March 31, 2025 | 49,523 | |
Total | 403,474 | |
Less: Present value discount | (44,760) | |
Lease liability | $ 358,714 | $ 193,733 |
INVESTMENTS (Details)
INVESTMENTS (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Investment Holdings [Abstract] | |||
Equity Method Investment, Additional Information | the Company has investments in eight food related companies | ||
Long-term Investments | $ 450,225 | $ 435,225 | |
Transfer to Investments | $ 15,000 | $ 15,500 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
INTANGIBLE ASSETS (Details) [Line Items] | |||
Goodwill and Intangible Asset Impairment | $ 1,698,952 | $ 0 | |
Goodwill | 0 | ||
Other Intangible Assets, Net | 1,532,822 | $ 2,183,065 | |
Amortization of Intangible Assets | $ 229,130 | $ 210,032 | |
Noncompete Agreements [Member] | |||
INTANGIBLE ASSETS (Details) [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 48 months | ||
Customer Relationships [Member] | Minimum [Member] | |||
INTANGIBLE ASSETS (Details) [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 24 months | ||
Customer Relationships [Member] | Maximum [Member] | |||
INTANGIBLE ASSETS (Details) [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 36 months | ||
Goodwill and Intangible Asset Impairment | $ 1,698,952 | ||
Goodwill [Member] | |||
INTANGIBLE ASSETS (Details) [Line Items] | |||
Goodwill and Intangible Asset Impairment | $ 650,243 |
INTANGIBLE ASSETS (Details) - S
INTANGIBLE ASSETS (Details) - Schedule of intangible assets - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ||
Intangible asset, gross | $ 6,716,642 | $ 6,716,642 |
Intangible asset, Accumulated Amortization | (5,099,820) | (3,190,836) |
Intangible asset, Net | 1,616,822 | 3,525,806 |
Noncompete Agreements [Member] | ||
INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ||
Intangible asset, gross | 505,900 | 505,900 |
Intangible asset, Accumulated Amortization | (505,900) | (433,545) |
Intangible asset, Net | 0 | 72,355 |
Customer Relationships [Member] | ||
INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ||
Intangible asset, gross | 3,068,034 | 3,068,034 |
Intangible asset, Accumulated Amortization | (3,068,034) | (2,427,612) |
Intangible asset, Net | 0 | 640,422 |
Trade Names [Member] | ||
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] | ||
INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ||
Intangible asset, gross | 875,643 | 875,643 |
Intangible asset, Accumulated Amortization | (875,643) | (329,679) |
Intangible asset, Net | 0 | 545,964 |
Goodwill [Member] | ||
INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ||
Intangible asset, gross | 650,243 | 650,243 |
Intangible asset, Accumulated Amortization | (650,243) | 0 |
Intangible asset, Net | 650,243 | |
Website [Member] | ||
INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ||
Intangible asset, gross | 84,000 | 84,000 |
Intangible asset, Accumulated Amortization | 0 | 0 |
Intangible asset, Net | $ 84,000 | $ 84,000 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - Schedule of accounts payable and accrued liabilities - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Schedule of accounts payable and accrued liabilities [Abstract] | ||
Trade payables and accrued liabilities | $ 3,760,008 | $ 3,935,384 |
Accrued payroll and commissions | 68,990 | 74,572 |
Total | $ 3,828,998 | $ 4,009,956 |
ACCRUED INTEREST (Details)
ACCRUED INTEREST (Details) - Accrued interest [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
ACCRUED INTEREST (Details) [Line Items] | ||
Interest Payable | $ 20,552 | $ 16,973 |
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | $ 59,373 | $ 112,971 |
REVOLVING CREDIT FACILITIES (De
REVOLVING CREDIT FACILITIES (Details) - Schedule of Line of Credit Facilities - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Line of Credit Facility [Line Items] | ||
Line of credit | $ 2,000,000 | $ 0 |
Line of Credit [Member] | Fifth Third Bank Credit Facility #2 [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of credit | $ 2,000,000 | $ 0 |
REVOLVING CREDIT FACILITIES (_2
REVOLVING CREDIT FACILITIES (Details) - Schedule of Line of Credit Facilities (Parentheticals) - Line of Credit [Member] - Fifth Third Bank Credit Facility #2 [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Line of Credit Facility [Line Items] | ||
Credit Facility | $ 1,000,000 | $ 1,000,000 |
Credit Facility | $ 2,000,000 | $ 2,000,000 |
Due Date | Aug. 1, 2019 | Aug. 1, 2018 |
Interest | 3.25% | 3.25% |
Interest expense | $ 3,486 |
NOTES PAYABLE (Details) - Sched
NOTES PAYABLE (Details) - Schedule of debt - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
NOTES PAYABLE (Details) - Schedule of debt [Line Items] | ||
Secured mortgage | $ 3,600,000 | |
Total | $ 4,772,911 | 4,679,900 |
Discount | (67,974) | (71,097) |
Net | 4,704,937 | 4,608,803 |
Current maturities, net of discount | 751,505 | 727,766 |
Long-term portion, net of discount | 4,021,406 | 3,952,134 |
Total | 4,772,911 | 4,679,900 |
Loans Payable [Member] | ||
NOTES PAYABLE (Details) - Schedule of debt [Line Items] | ||
Notes Payable | 38,592 | 41,788 |
Artisan Equipment Loan [Member] | Notes Payable to Banks [Member] | ||
NOTES PAYABLE (Details) - Schedule of debt [Line Items] | ||
Notes Payable | 293,400 | 309,829 |
Convertible Debt [Member] | ||
NOTES PAYABLE (Details) - Schedule of debt [Line Items] | ||
Convertible debt | 20,000 | 20,000 |
Bonita Springs, FL [Member] | Mortgages [Member] | ||
NOTES PAYABLE (Details) - Schedule of debt [Line Items] | ||
Secured mortgage | 163,800 | 177,450 |
Broadview, IL [Member] | Mortgages [Member] | ||
NOTES PAYABLE (Details) - Schedule of debt [Line Items] | ||
Secured mortgage | 506,333 | 530,833 |
Wright, Pennslyvania [Member] | Mortgages [Member] | ||
NOTES PAYABLE (Details) - Schedule of debt [Line Items] | ||
Secured mortgage | $ 3,750,786 | $ 3,600,000 |
NOTES PAYABLE (Details) - Sch_2
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) - USD ($) | Nov. 08, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Amount | $ 5,500,000 | |||
Interest- variable rate | 2.75% | |||
Payments | $ 57,775 | $ 294,734 | ||
Fees amortized | 3,123 | $ 0 | ||
Loans Payable [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Amount | $ 51,088 | |||
Due | December 6, 2018 | |||
Interest Rate | 4.61% | |||
Monthly Installments | $ 955 | |||
Principal [Member] | Loans Payable [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Payments | 3,196 | |||
Accrued interest [Member] | Loans Payable [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Payments | 571 | |||
Artisan Equipment Loan [Member] | Notes Payable to Banks [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Amount | 391,558 | |||
Payments | $ 7,425 | |||
Due | March 21, 2024 | |||
Dated | Mar. 22, 2019 | |||
Interest Rate | 5.20% | |||
Secured by | the Company's tangible and intangible personal property | |||
Bonita Springs, FL [Member] | Mortgages [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Amount | $ 546,000 | $ 546,000 | ||
Payments | $ 4,550 | $ 4,550 | ||
Due | February 28, 2018 | February 28, 2018 | ||
Bonita Springs, FL [Member] | Principal [Member] | Mortgages [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Payments | $ 13,650 | |||
Bonita Springs, FL [Member] | Accrued interest [Member] | Mortgages [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Payments | 2,050 | |||
Broadview, IL [Member] | Mortgages [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Amount | 980,000 | $ 980,000 | ||
Payments | $ 8,167 | $ 8,167 | ||
Due | May 29, 2020 | May 29, 2020 | ||
Principal Balance | $ 490,000 | $ 490,000 | ||
Broadview, IL [Member] | Principal [Member] | Mortgages [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Payments | 24,500 | |||
Broadview, IL [Member] | Accrued interest [Member] | Mortgages [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Payments | 6,454 | |||
Wright, Pennslyvania [Member] | Mortgages [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Amount | $ 5,500,000 | |||
Dated | Nov. 8, 2019 | |||
Debt issuance fee | $ 71,097 | |||
Fees amortized | 3,123 | |||
Wright, Pennslyvania [Member] | Principal [Member] | Mortgages [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Payments | 0 | |||
Wright, Pennslyvania [Member] | Accrued interest [Member] | Mortgages [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Payments | $ 27,455 | |||
London Interbank Offered Rate (LIBOR) [Member] | Bonita Springs, FL [Member] | Mortgages [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Interest- variable rate | 3.00% | 3.00% | ||
London Interbank Offered Rate (LIBOR) [Member] | Broadview, IL [Member] | Mortgages [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Interest- variable rate | 2.75% | 2.75% | ||
London Interbank Offered Rate (LIBOR) [Member] | Wright, Pennslyvania [Member] | Mortgages [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Interest- variable rate | 2.75% | |||
Convertible Debt [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Amount | $ 20,000 | |||
Interest Rate | 1.90% | 1.90% | ||
Convertible Debt [Member] | Accrued interest [Member] | Three Months Ended September 30, 2018 Payments [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Interest | $ 93 |
NOTES PAYABLE (Details) - Sch_3
NOTES PAYABLE (Details) - Schedule of Maturities of Long-term Debt - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Schedule of Maturities of Long-term Debt [Abstract] | ||
2021 | $ 751,505 | |
2022 | 323,829 | |
2023 | 328,169 | |
2024 | 274,297 | |
2025 | 188,250 | |
Thereafter | 2,906,861 | |
Total | $ 4,772,911 | $ 4,679,900 |
LEASE LIABILITIES - FINANCING_3
LEASE LIABILITIES - FINANCING LEASES (Details) - Lease, Cost - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
LEASE LIABILITIES - FINANCING LEASES (Details) - Lease, Cost [Line Items] | ||
Financing lease obligations | $ 328,531 | $ 184,737 |
Current portion | 47,261 | 29,832 |
Long-term maturities | 281,270 | 154,905 |
Finance Lease #3 [Member] | ||
LEASE LIABILITIES - FINANCING LEASES (Details) - Lease, Cost [Line Items] | ||
Financing lease obligations | 151,052 | 0 |
Finance Lease #1 [Member] | ||
LEASE LIABILITIES - FINANCING LEASES (Details) - Lease, Cost [Line Items] | ||
Financing lease obligations | 102,828 | 107,597 |
Finance Lease #2 [Member] | ||
LEASE LIABILITIES - FINANCING LEASES (Details) - Lease, Cost [Line Items] | ||
Financing lease obligations | $ 74,651 | $ 77,140 |
LEASE LIABILITIES - FINANCING_4
LEASE LIABILITIES - FINANCING LEASES (Details) - Lease, Cost (Parentheticals) | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Finance Lease #3 [Member] | |
LEASE LIABILITIES - FINANCING LEASES (Details) - Lease, Cost (Parentheticals) [Line Items] | |
Interest Rate | 5.44% |
Principal payments | $ 1,496 |
Interest Payments | $ 692 |
Payable | eighty-four monthly installments of $2,188 |
Finance Lease #1 [Member] | |
LEASE LIABILITIES - FINANCING LEASES (Details) - Lease, Cost (Parentheticals) [Line Items] | |
Interest Rate | 4.83% |
Principal payments | $ 4,769 |
Interest Payments | $ 2,208 |
Payable | thirty-six monthly installments of $579 |
Finance Lease #2 [Member] | |
LEASE LIABILITIES - FINANCING LEASES (Details) - Lease, Cost (Parentheticals) [Line Items] | |
Interest Rate | 8.33% |
Principal payments | $ 2,489 |
Interest Payments | $ 953 |
Payable | seventy monthly installments of $2,326 |
LEASE LIABILITIES - FINANCING_5
LEASE LIABILITIES - FINANCING LEASES (Details) - Finance Lease, Liability, Maturity | Mar. 31, 2020USD ($) |
Finance Lease, Liability, Maturity [Abstract] | |
2021 | $ 48,863 |
2022 | 52,161 |
2023 | 55,693 |
2023 | 58,939 |
2025 | 46,915 |
Thereafter | 65,960 |
Total | $ 328,531 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 54,036 | |
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | 131,136 | 97,084 |
Independent Director [Member] | ||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 12,500 | |
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | 24,258 | |
Share-based Payment Arrangement, Noncash Expense | $ 34,120 | |
Director, Cash Retainer | $ 45,000 | |
Cash Retainer, per Year | $ 30,000 | |
Director [Member] | Options at $0.62 [Member] | ||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 90,000 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 0.62 | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |
Director [Member] | Options at $0.85 [Member] | ||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 135,000 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 0.85 | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |
Director [Member] | Options at $1.20 [Member] | ||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 225,000 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 1.20 | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |
Each Director [Member] | ||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Share-based Payment Arrangement, Noncash Expense | $ 38,550 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Sep. 16, 2019 | Jan. 23, 2018 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||
Business Combination, Contingent Consideration, Liability, Current | $ 187,000 | $ 187,000 | |||
Business Combination, Contingent Consideration, Liability, Noncurrent | 144,600 | 156,600 | |||
Loss Contingency, Damages Sought, Value | $ 50,000,000 | ||||
Licensing Agreements [Member] | |||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||
Payments to Acquire Intangible Assets | $ 10,000 | 50,000 | |||
Royalty Rate | 5.00% | ||||
Other Commitment, to be Paid, Remainder of Fiscal Year | $ 100,000 | ||||
Other Commitment, to be Paid, Year Two | 110,000 | ||||
Other Commitment, to be Paid, Year Three | 125,000 | ||||
IGourmet, LLC [Member] | |||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||
Business Combination, Contingent Consideration, Liability | $ 787,800 | $ 394,900 | |||
Business Combination, Assets and Liabilities Arising from Contingencies, Description | 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 | ||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 12,000 | 39,000 | $ (392,900) | ||
Payment for Contingent Consideration Liability, Financing Activities | 132,300 | ||||
Business Combination, Contingent Consideration, Liability, Current | 67,000 | ||||
Business Combination, Contingent Consideration, Liability, Noncurrent | 144,600 | ||||
Mouth Foods [Member] | |||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||
Business Combination, Contingent Consideration, Liability | 240,576 | ||||
Payment for Contingent Consideration Liability, Financing Activities | $ 120,576 | ||||
Business Combination, Contingent Consideration, Liability, Current | $ 120,000 |
EQUITY (Details)
EQUITY (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
EQUITY (Details) [Line Items] | |||
Common Stock Issued, but not Outstanding (in Shares) | 2,837,580 | 2,837,580 | |
Treasury Stock, Shares (in Shares) | 2,623,171 | 2,623,171 | |
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | 131,136 | 97,084 | |
Shares Issued, Value, Share-based Payment Arrangement, before Forfeiture | $ 19,421 | ||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 4,762 | ||
Stock Issued During Period, Value, Issued for Services | $ 2,286 | ||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | $ 34,120 | ||
Share Price (in Dollars per share) | $ 0.34 | $ 0.45 | |
Share-based Payment Arrangement, Expense | $ 66,041 | $ 100,144 | |
Employee [Member] | |||
EQUITY (Details) [Line Items] | |||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | 38,943 | ||
Shares Issued, Value, Share-based Payment Arrangement, before Forfeiture | $ 17,135 | ||
Director [Member] | |||
EQUITY (Details) [Line Items] | |||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | 24,258 | ||
Shares Issued, Value, Share-based Payment Arrangement, before Forfeiture | $ 12,500 | ||
Seven Employees for Previously Accrued Bonuses [Member] | |||
EQUITY (Details) [Line Items] | |||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | 131,136 | ||
Shares Issued, Value, Share-based Payment Arrangement, before Forfeiture | $ 93,666 | ||
Boards Members and Employees [Member] | |||
EQUITY (Details) [Line Items] | |||
Shares Issued, Value, Share-based Payment Arrangement, before Forfeiture | $ 61,594 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period (in Shares) | 110,980 | ||
Share-based Payment Arrangement, Option [Member] | |||
EQUITY (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | 0 | $ 0 | |
Share-based Payment Arrangement, Expense | $ 34,120 | $ 38,550 |
EQUITY (Details) - Schedule of
EQUITY (Details) - Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range - Share-based Payment Arrangement, Option [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of options outstanding (in Shares) | 2,050,000 | 2,525,000 |
Weighted average remaining contractual life | 3 years 6 months | |
Weighted average exercise price of options outstanding | $ 1.02 | $ 1.23 |
Number of options exercisable (in Shares) | 950,000 | 950,000 |
Weighted average exercise price of options exercisable | $ 1.06 | $ 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 | 3 years 9 months | |
Weighted average exercise price of options outstanding | $ 0.62 | |
Number of options exercisable (in Shares) | 150,000 | |
Weighted average exercise price of options exercisable | $ 0.62 | |
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 | 3 years 9 months | |
Weighted average exercise price of options outstanding | $ 0.85 | |
Number of options exercisable (in Shares) | 225,000 | |
Weighted average exercise price of options exercisable | $ 0.85 | |
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 43 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) | 950,000 | |
Weighted average remaining contractual life | 3 years 248 days | |
Weighted average exercise price of options outstanding | $ 1.20 | |
Number of options exercisable (in Shares) | 375,000 | |
Weighted average exercise price of options exercisable | $ 1.20 | |
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 | 1 year 9 months | |
Weighted average exercise price of options outstanding | $ 1.50 | |
Number of options exercisable (in Shares) | 125,000 | |
Weighted average exercise price of options exercisable | $ 1.50 |
EQUITY (Details) - Schedule _2
EQUITY (Details) - Schedule of share-based compensation, stock options, activity - Share-based Payment Arrangement, Option [Member] | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
EQUITY (Details) - Schedule of share-based compensation, stock options, activity [Line Items] | |
Options Outstanding | shares | 2,525,000 |
Options Outstanding, Weighted Average Exercise Price | $ / shares | $ 1.23 |
Options Outstanding | shares | 950,000 |
Options Outstanding, Weighted Average Exercise Price | $ / shares | $ 1.06 |
Options Issued | shares | 0 |
Options Issued, Weighted Average Exercise Price | $ / shares | $ 0 |
Options Exercised | shares | 0 |
Options Exercised, Weighted Average Exercise Price | $ / shares | $ 0 |
Options Forfeited or expired | shares | (475,000) |
Options Forfeited or expired, Weighted Average Exercise Price | $ / shares | $ 1.76 |
Options Outstanding | shares | 2,050,000 |
Options Outstanding, Weighted Average Exercise Price | $ / shares | $ 1.02 |
Options Outstanding | shares | 950,000 |
Options Outstanding, Weighted Average Exercise Price | $ / shares | $ 1.06 |
EQUITY (Details) - Fair Value
EQUITY (Details) - Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques - Minimum [Member] | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Volatility | 59.40% |
Dividends | 0.00% |
Risk-free interest rates | 2.49% |
Term (years) | 5 years |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] | Apr. 21, 2020USD ($) |
SUBSEQUENT EVENTS (Details) [Line Items] | |
Borrowings under Guaranteed Investment Agreements | $ 1,650,221 |
Debt Instrument, Term | 2 years |
Debt Instrument, Interest Rate, Stated Percentage | 1.00% |
Debt Instrument, Payment Terms | Payments of principal and interest on the loan will be deferred for the first six months of the term of the Loan. |