Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 30, 2020 | Jun. 28, 2019 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | Gaucho Group Holdings, Inc. | ||
Entity Central Index Key | 0001559998 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 11,951,756 | ||
Entity Common Stock, Shares Outstanding | 60,271,082 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash | $ 40,378 | $ 58,488 |
Accounts receivable, net of allowance of $126,216 and $1,681 at December 31, 2019 and 2018, respectively | 335,622 | 457,745 |
Accounts receivable - related parties, net of allowance of $514,087 at each of December 31, 2019 and 2018, respectively | 39,837 | 71,650 |
Advances to employees | 281,783 | 281,783 |
Inventory | 1,163,260 | 1,033,895 |
Real estate lots held for sale | 139,492 | 139,492 |
Operating lease right-of-use asset | 148,581 | |
Investment | 74,485 | |
Prepaid expenses and other current assets | 205,309 | 193,360 |
Total Current Assets | 2,428,747 | 2,236,413 |
Long Term Assets | ||
Property and equipment, net | 2,914,715 | 2,972,364 |
Prepaid foreign taxes, net | 474,130 | 369,590 |
Investment - related parties | 3,470 | 7,840 |
Deposits | 99,298 | 61,284 |
Total Assets | 5,920,360 | 5,647,491 |
Current Liabilities | ||
Accounts payable | 823,762 | 497,817 |
Accrued expenses, current portion | 1,122,345 | 1,185,367 |
Deferred revenue | 899,920 | 1,038,492 |
Operating lease liabilities | 157,826 | |
Loans payable, current portion, net of debt discount | 781,719 | 871,106 |
Loans payable - related parties | 566,132 | |
Debt obligations, net of discount | 1,270,354 | 2,732,654 |
Investor deposits | 29,950 | |
Other current liabilities | 85,945 | 99,901 |
Total Current Liabilities | 5,737,953 | 6,425,337 |
Long Term Liabilities | ||
Accrued expenses, non-current portion | 86,398 | 57,786 |
Loans payable, non-current portion, net of debt discount | 96,583 | 234,791 |
Total Liabilities | 5,920,934 | 6,717,914 |
Commitments and Contingencies | ||
Series B convertible redeemable preferred stock, par value $0.01 per share, 902,670 shares authorized, issued and outstanding at December 31, 2019 and 2018, respectively. Liquidation preference of $10,376,284 at December 31, 2019. | 9,026,824 | 9,026,824 |
Stockholders' Deficiency | ||
Common stock, par value $0.01 per share; 80,000,000 shares authorized; 60,321,615 and 46,738,533 shares issued and 60,271,082 and 46,688,000 shares outstanding as of December 31, 2019 and 2018, respectively. | 603,215 | 467,384 |
Additional paid-in capital | 90,675,518 | 83,814,442 |
Accumulated other comprehensive loss | (12,399,833) | (13,110,219) |
Accumulated deficit | (87,886,307) | (81,222,499) |
Treasury stock, at cost, 50,533 shares at December 31, 2019 and 2018 | (46,355) | (46,355) |
Total Gaucho Group Holdings, Inc. Stockholders' Deficiency | (9,053,762) | (10,097,247) |
Non-controlling interest | 26,364 | |
Total Stockholders' Deficiency | (9,027,398) | (10,097,247) |
Total Liabilities, Temporary Equity and Stockholders' Deficiency | 5,920,360 | 5,647,491 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders' Deficiency | ||
Preferred stock, 11,000,000 shares authorized: Series A convertible preferred stock, par value $0.01 per share;10,097,330 shares authorized; no shares are available for issuance. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Allowance for doubtful accounts | $ 126,216 | $ 1,681 |
Series B convertible redeemable preferred stock, par value | $ 0.01 | $ 0.01 |
Series B convertible redeemable preferred stock, shares authorized | 902,670 | 902,670 |
Series B convertible redeemable preferred stock, shares issued | 902,670 | 902,670 |
Series B convertible redeemable preferred stock, shares outstanding | 902,670 | 902,670 |
Liquidation preference | $ 10,376,284 | |
Preferred stock, shares authorized | 11,000,000 | 11,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 80,000,000 | 80,000,000 |
Common stock, shares issued | 60,321,615 | 46,738,533 |
Common stock, shares outstanding | 60,271,082 | 46,688,000 |
Treasury stock, shares | 50,533 | 50,533 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,097,330 | 10,097,330 |
Preferred stock, shares issued | ||
Related Party [Member] | ||
Allowance for doubtful accounts | $ 514,087 | $ 514,087 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Sales | $ 1,284,437 | $ 3,099,608 |
Cost of sales | (1,040,339) | (1,441,696) |
Gross profit | 244,098 | 1,657,912 |
Operating Expenses (Income) | ||
Selling and marketing | 482,677 | 317,404 |
General and administrative | 6,428,625 | 6,423,540 |
Depreciation and amortization | 196,438 | 171,749 |
Gain from insurance settlement | (165,508) | |
Total operating expenses | 6,942,232 | 6,912,693 |
Loss from Operations | (6,698,134) | (5,254,781) |
Other Expense (Income) | ||
Interest expense, net | 360,413 | 611,297 |
Gains from foreign currency transactions | (101,732) | (187,660) |
Total other expense | 258,681 | 423,637 |
Net Loss | (6,956,815) | (5,678,418) |
Net loss attributable to non-controlling interest | 293,007 | |
Series B preferred stock dividends | (721,057) | (724,108) |
Net Loss Attributable to Common Stockholders | $ (7,384,865) | $ (6,402,526) |
Net Loss per Common Share | $ (0.14) | $ (0.14) |
Weighted Average Number of Common Shares Outstanding: | ||
Basic and Diluted | 54,649,883 | 44,889,732 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (6,956,815) | $ (5,678,418) |
Other comprehensive gain (loss): | ||
Foreign currency translation adjustments | 710,386 | (2,314,409) |
Comprehensive loss | (6,246,429) | (7,992,827) |
Comprehensive loss attributable to non-controlling interests | 293,007 | |
Comprehensive loss attributable to controlling interests | $ (5,953,422) | $ (7,992,827) |
Consolidated Statement of Chang
Consolidated Statement of Changes in Temporary Equity and Stockholders' Deficiency - USD ($) | Series B Convertible Redeemable Preferred Stock [Member] | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Gaucho Group Holdings Stockholder's Deficiency [Member] | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2017 | $ 9,026,824 | ||||||||
Balance, shares at Dec. 31, 2017 | 902,670 | ||||||||
Balance at Dec. 31, 2017 | $ 430,674 | $ (14,070) | $ 80,902,967 | $ (10,795,810) | $ (75,544,081) | $ (5,020,320) | $ (5,020,320) | ||
Balance, shares at Dec. 31, 2017 | 43,067,546 | 4,411 | |||||||
Stock-based compensation: Common stock issued in satisfaction of 401(k) profit sharing liability | $ 1,163 | $ 80,236 | $ 81,399 | $ 81,399 | |||||
Stock-based compensation: Common stock issued in satisfaction of 401(k) profit sharing liability, shares | 116,284 | ||||||||
Stock-based compensation: Options and warrants | 716,249 | 716,249 | 716,249 | ||||||
Common stock issued for cash | $ 18,911 | $ 1,304,784 | $ 1,323,695 | $ 1,323,695 | |||||
Common stock issued for cash, shares | 1,890,993 | ||||||||
Beneficial conversion feature on convertible debt issued | 227,414 | 227,414 | 227,414 | ||||||
Common stock issued upon conversion of convertible debt and interest | $ 12,855 | 797,020 | 809,875 | 809,875 | |||||
Common stock issued upon conversion of convertible debt and interest, shares | 1,285,517 | ||||||||
Dividends declared on Series B convertible redeemable preferred stock | (474,719) | (474,719) | (474,719) | ||||||
Common stock issued in satisfaction of dividends payable | $ 3,781 | 260,491 | 264,272 | 264,272 | |||||
Common stock issued in satisfaction of dividends payable, shares | 378,193 | ||||||||
Common stock returned to the Company to satisfy receivable | $ (32,285) | (32,285) | (32,285) | ||||||
Common stock returned to the Company to satisfy receivable, shares | 46,122 | ||||||||
Net loss | (5,678,418) | (5,678,418) | (5,678,418) | ||||||
Other comprehensive loss | (2,314,409) | (2,314,409) | $ (2,314,409) | ||||||
Balance at Dec. 31, 2018 | $ 9,026,824 | ||||||||
Balance, shares at Dec. 31, 2018 | 902,670 | 902,670 | |||||||
Balance at Dec. 31, 2018 | $ 467,384 | $ (46,355) | 83,814,442 | (13,110,219) | (81,222,499) | (10,097,247) | $ (10,097,247) | ||
Balance, shares at Dec. 31, 2018 | 46,738,533 | 50,533 | |||||||
Stock-based compensation: Common stock issued in satisfaction of 401(k) profit sharing liability | $ 1,812 | $ 61,602 | $ 63,414 | $ 63,414 | |||||
Stock-based compensation: Common stock issued in satisfaction of 401(k) profit sharing liability, shares | 181,185 | ||||||||
Stock-based compensation: Options and warrants | 432,187 | 432,187 | 432,187 | ||||||
Common stock issued for cash | $ 131,734 | $ 4,478,966 | $ 4,610,700 | $ 4,610,700 | |||||
Common stock issued for cash, shares | 13,173,428 | ||||||||
Common stock issued upon conversion of convertible debt and interest | $ 836 | 51,824 | 52,660 | 52,660 | |||||
Common stock issued upon conversion of convertible debt and interest, shares | 83,587 | ||||||||
Debt converted to common stock of GGI | 1,787,237 | 1,787,237 | 319,371 | 2,106,608 | |||||
Common stock issued in satisfaction of debt obligations | $ 1,449 | 49,260 | 50,709 | 50,709 | |||||
Common stock issued in satisfaction of debt obligations, shares | 144,882 | ||||||||
Net loss | (6,663,808) | (6,663,808) | (293,007) | (6,956,815) | |||||
Other comprehensive loss | 710,386 | 710,386 | $ 710,386 | ||||||
Balance at Dec. 31, 2019 | $ 9,026,824 | ||||||||
Balance, shares at Dec. 31, 2019 | 902,670 | 902,670 | |||||||
Balance at Dec. 31, 2019 | $ 603,215 | $ (46,355) | $ 90,675,518 | $ (12,399,833) | $ (87,886,307) | $ (9,053,762) | $ 26,364 | $ (9,027,398) | |
Balance, shares at Dec. 31, 2019 | 60,321,615 | 50,533 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows from Operating Activities | ||
Net loss | $ (6,956,815) | $ (5,678,418) |
Stock-based compensation: | ||
401(k) stock | 55,196 | 63,414 |
Options and warrants | 432,187 | 716,249 |
Gain on foreign currency translation | (101,732) | (187,660) |
Net realized and unrealized investment losses | 4,370 | 18,561 |
Depreciation and amortization | 196,438 | 171,749 |
Loss on disposal of asset | 401 | |
ROU asset amortization | 212,441 | |
Amortization of debt discount | 21,336 | 259,709 |
Provision for (recovery of) uncollectible assets | 126,157 | (163,613) |
Write-down of inventory | 193,564 | |
Decrease (increase) in assets: | ||
Accounts receivable | (181,247) | 281,677 |
Inventory | (322,929) | (191,973) |
Deposits | (38,014) | |
Prepaid expenses and other current assets | (116,563) | (255,240) |
Increase (decrease) in liabilities: | ||
Accounts payable and accrued expenses | 615,792 | 724,014 |
Changes in operating lease liabilities | (203,196) | |
Deferred revenue | (3,841) | (185,147) |
Other liabilities | (13,956) | 80,745 |
Total Adjustments | 876,404 | 1,332,485 |
Net Cash Used in Operating Activities | (6,080,411) | (4,345,933) |
Cash Flows from Investing Activities | ||
Purchase of property and equipment | (139,271) | (292,213) |
Purchase of investment | (74,485) | |
Net Cash Used in Investing Activities | (213,756) | (292,213) |
Cash Flows from Financing Activities | ||
Proceeds from loans payable | 580,386 | |
Proceeds from loans payable - related parties | 566,132 | |
Repayments of loans payable | (197,034) | (199,910) |
Proceeds from convertible debt obligations | 786,000 | 3,507,530 |
Repayments of debt obligations | (95,500) | |
Dividends paid in cash | (127,502) | |
Proceeds from common stock offering | 4,610,700 | 1,323,695 |
Proceeds from investor deposits | 29,950 | |
Net Cash Provided by Financing Activities | 5,700,248 | 5,084,199 |
Effect of Exchange Rate Changes on Cash | 575,809 | (745,868) |
Net Decrease in Cash | (18,110) | (299,815) |
Cash - Beginning of Year | 58,488 | 358,303 |
Cash - End of Year | 40,378 | 58,488 |
Supplemental Disclosures of Cash Flow Information: | ||
Interest paid | 333,091 | 358,114 |
Income taxes paid | ||
Non-Cash Investing and Financing Activity | ||
Accrued stock based compensation converted to equity | 63,414 | 81,399 |
Debt and interest payable converted to equity | 52,660 | 809,875 |
Notes payable exchanged for common stock of GGI | 2,106,608 | |
Common stock issued in satisfaction of debt obligations | 50,709 | |
Common stock returned to Company to satisfy receivable | 32,285 | |
Beneficial conversion feature | 227,414 | |
Dividends declared on Series B Convertible Redeemable Preferred Stock | 474,719 | |
Common stock issued to satisfy dividends payable | $ 264,272 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 1. ORGANIZATION Through its subsidiaries, Gaucho Group Holdings, Inc. (“Company”, “GGH”), a Delaware corporation that was incorporated on April 5, 1999, currently invests in, develops and operates international real estate projects. Effective October 1, 2018, the Company changed its name from Algodon Wines & Luxury Development, Inc. to Algodon Group, Inc., and effective March 11, 2019, the Company changed its name from Algodon Group, Inc. to Gaucho Group Holdings, Inc. As wholly owned subsidiaries of GGH, InvestProperty Group, LLC (“IPG”) and Algodon Global Properties, LLC (“AGP”) operate as holding companies that invest in, develop and operate global real estate and other lifestyle businesses such as wine production and distribution, golf, tennis, and restaurants. GGH operates its properties through its ALGODON® brand. IPG and AGP have invested in two ALGODON® brand projects located in Argentina. The first project is Algodon Mansion, a Buenos Aires-based luxury boutique hotel property that opened in 2010 and is owned by the Company’s subsidiary, The Algodon – Recoleta, SRL (“TAR”). The second project is the redevelopment, expansion and repositioning of a Mendoza-based winery and golf resort property now called Algodon Wine Estates (“AWE”), the integration of adjoining wine producing properties, and the subdivision of a portion of this property for residential development. GGH’s wholly owned subsidiary Algodon Europe, Ltd., is a United Kingdom wine distribution company. GGH also holds a 79% ownership interest in its subsidiary Gaucho Group, Inc. (“GGI”) which began operations in 2019 for the manufacture, distribution and sale of high-end luxury fashion and accessories through an e-commerce platform. |
Going Concern and Management's
Going Concern and Management's Liquidity Plans | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern and Management's Liquidity Plans | 2. GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company incurred losses of $6,956,815 and $5,678,418 during the years ended December 31, 2019 and 2018, respectively. Cash used in operating activities was $6,080,411 and $4,345,933 for the years ended December 31, 2019 and 2018, respectively. Based upon projected revenues and expenses, the Company believes that it may not have sufficient funds to operate for the next twelve months from the date these financial statements are made available. Further, while the Company plans to apply to NASDAQ later this year to uplist its common stock, should that effort not be successful, the Company would be required, on December 31, 2020, to redeem all Series B Shares that have not been previously converted to common stock. The cost to redeem these shares would likely have a materially adverse effect on the Company’s financial position and would likely require either the liquidation of certain Company assets or an effort to raise new equity or debt financing. Whether the Company would be able to consummate any such transaction, should it need to do so, on economically beneficial terms or otherwise, cannot be presently known. The aforementioned factors raise substantial doubt about the Company’s ability to continue as a going concern. During the year ended December 31, 2019 the Company funded its operations with the net proceeds of debt and equity financing of $5,700,248. The Company presently has enough cash on hand to sustain its operations on a month to month basis. If the Company is not able to obtain additional sources of capital, it may not have sufficient funds to continue to operate the business for twelve months from the date these financial statements are issued. Historically, the Company has been successful in raising funds to support its capital needs. Management believes that it will be successful in obtaining additional financing; however, no assurance can be provided that the Company will be able to do so. Further, there is no assurance that these funds will be sufficient to enable the Company to attain profitable operations or continue as a going concern. To the extent that the Company is unsuccessful, the Company may need to curtail its operations and implement a plan to extend payables and reduce overhead until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. Such a plan could have a material adverse effect on the Company’s business, financial condition and results of operations, and ultimately the Company could be forced to discontinue its operations, liquidate and/or seek reorganization in bankruptcy. In December 2019, the 2019 novel coronavirus (“COVID-19”) surfaced in Wuhan, China. The World Health Organization declared a global emergency on January 30, 2020. The impacts of the outbreak are unknown and rapidly evolving. To date the outbreak has not had a material adverse impact on our operations. However, the future impact of the outbreak is highly uncertain and cannot be predicted and there is no assurance that the outbreak will not have a material adverse impact on the future results of the Company. The extent of the impact, if any, will depend on future developments, including actions taken to contain COVID-19. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying consolidated financial statements include all of the accounts of Gaucho Group Holdings, Inc. and its consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. Non-Controlling Interest As a result of the conversion of certain convertible debt into shares of GGI common stock, GGI investors obtained a 21% ownership interest in GGI, which is recorded as a non-controlling interest. The profits and losses of GGI are allocated between the controlling interest and the non-controlling interest in the same proportions as their membership interest. (See Note 11 – Debt Obligations) Use of Estimates To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, the Company must make estimates and assumptions. These estimates and assumptions affect the reported amounts in the financial statements, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates and assumptions of the Company include the valuation of equity instruments, the value of right-of-use assets and related lease liabilities, the useful lives of property and equipment and reserves associated with the realizability of certain assets. Highly Inflationary Status in Argentina The International Practices Task Force (“IPTF”) of the Center for Audit Quality discussed the inflationary status of Argentina at its meeting on May 16, 2018 and categorized Argentina as a country with a projected three-year cumulative inflation rate greater than 100%. Therefore, the Company has transitioned its Argentine operations to highly inflationary status as of July 1, 2018. For operations in highly inflationary economies, monetary asset and liabilities are translated at exchange rates in effect at the balance sheet date, and non-monetary assets and liabilities are translated at historical exchange rates. Under highly inflationary accounting, the Company’s Argentina subsidiaries’ functional currency became the United States dollar. Nonmonetary assets and liabilities existing on July 1, 2018 (the date that the Company adopted highly inflation accounting) were translated using the Argentina Peso to United States Dollar exchange rate in effect on June 30, 2018, which was 28.880. Since the adoption of highly inflationary accounting, activity in nonmonetary assets and liabilities is translated using historical exchange rates, monetary assets and liabilities are translated at using the exchange rate at the balance sheet date, and income and expense accounts are translated at the weighted average exchange rate in effect during the period. Translation adjustments are reflected in income (loss) on foreign currency translation on the accompanying statements of operations. During the years ended December 31, 2019 and 2018, the Company recorded gains on foreign currency transactions of $101,732 and $187,660, respectively, as a result of the net monetary liability position of its Argentine subsidiaries. Foreign Currency Translation The Company’s functional and reporting currency is the United States dollar. The functional currencies of the Company’s operating subsidiaries are their local currencies (United States dollar, Argentine peso and British pound) except for the Company’s Argentine subsidiaries since July 1, 2018, as described above. Prior to the transition of Argentine operations to highly inflationary status on July 1, 2018, these foreign subsidiaries translated assets and liabilities from their local currencies to U.S. dollars using period end exchange rates while income and expense accounts were translated at the average rates in effect during the during the period. The resulting translation adjustment is recorded as part of other comprehensive loss, a component of stockholders’ deficit. The Company engages in foreign currency denominated transactions with customers and suppliers, as well as between subsidiaries with different functional currencies. Gains and losses resulting from transactions denominated in non-functional currencies are recognized in earnings. Comprehensive Loss Comprehensive loss is defined as the change in equity of a business during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. The guidance requires other comprehensive loss to include foreign currency translation adjustments. Accounts Receivable Accounts receivable primarily represent receivables from hotel guests who occupy rooms and wine sales to commercial customers. The Company provides an allowance for doubtful accounts when it determines that it is more likely than not a specific account will not be collected. Bad debt expense for the years ended December 31, 2019 and 2018 was $126,157 and $367, respectively. Write-offs of accounts receivable for the years ended December 31, 2019 and 2018 were $516 and $422, respectively. Inventory Inventories are comprised primarily of vineyard in process, wine in process, finished wine, food and beverage items, plus luxury clothes and accessories which are stated at the lower of cost or net realizable value (which is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation), with cost being determined on the first-in, first-out method. Costs associated with winemaking, and other costs associated with the creation of products for resale, are recorded as inventory. Costs of producing samples for marketing purposes are expensed as incurred and are included in selling and marketing expense on the accompanying statements of operations. Vineyard in process represents the monthly capitalization of farming expenses (including farming labor costs, usage of farming supplies and depreciation of the vineyard and farming equipment) associated with the growing of grape, olive and other fruits during the farming year which culminates with the February/March harvest. Wine in process represents the capitalization of costs during the winemaking process (including the transfer of grape costs from vineyard in process, winemaking labor costs and depreciation of winemaking fixed assets, including tanks, barrels, equipment, tools and the winemaking building). Finished wines represents wine available for sale and includes the transfer of costs from wine in process once the wine is bottled and labeled. Other inventory consists of olives, other fruits, golf equipment and restaurant food. In accordance with general practice within the wine industry, wine inventories are included in current assets, although a portion of such inventories may be aged for periods longer than one year. The Company carries inventory at the lower of cost or net realizable value in accordance with ASC 330 “Inventory” and reduces the carrying value of inventories that are obsolete or in excess of estimated usage to estimated net realizable value. The Company’s estimates of net realizable value are based on analyses and assumptions including, but not limited to, historical usage, future demand and market requirements. The Company records an allowance for excess, slow moving, and obsolete inventory, calculated as the difference between the cost of inventory and net realizable value. Inventory allowances are charged to cost of sales and establish a lower cost basis for the inventory. If future demand and/or pricing for the Company’s products are less than previously estimated, then the carrying value of the inventories may be required to be reduced, resulting in additional expense and reduced profitability. During the year ended December 31, 2019, the Company recorded $193,564 of write-down related to obsolete and excess inventory. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation using the straight-line method over their estimated useful lives. Leasehold improvements are amortized over the lesser of (a) the useful life of the asset; or (b) the remaining lease term. The estimated useful lives of property and equipment are as follows: Buildings 10 - 30 years Furniture and fixtures 3 - 10 years Vineyards 7 - 20 years Machinery and equipment 3 - 20 years Leasehold improvements 3 - 5 years Computer hardware and software 3 - 5 years The Company capitalizes internal vineyard improvement costs when developing new vineyards or replacing or improving existing vineyards. These costs consist primarily of the costs of the vines and expenditures related to labor and materials to prepare the land and construct vine trellises. Expenditures for repairs and maintenance are charged to operating expense as incurred. The cost of properties sold or otherwise disposed of and the related accumulated depreciation are eliminated from the accounts at the time of disposal and resulting gains and losses are included as a component of operating income. Real estate development consists of costs incurred to ready the land for sale, including primarily costs of infrastructure as well as master plan development and associated professional fees. Such costs are allocated to individual lots proportionately based on square meters and those allocated costs will be derecognized upon the sale of individual lots. Given that they are not placed in service until they are sold, capitalized real estate development costs are not depreciated. Land is an inexhaustible asset and is not depreciated. Real Estate Lots Held for Sale As the development of a real estate lot is completed and the lot becomes available for immediate sale in its present condition, the lot is marketed for sale and is included in real estate lots held for sale on the Company’s balance sheet. Real estate lots held for sale are reported at the lower of carrying value or fair value less cost to sell. If the carrying value of a real estate lot held for sale exceeds its fair value less estimated selling costs, an impairment charge is recorded. The Company did not record any impairment charge in connection with real estate lots held for sale during the years ended December 31, 2019 or 2018. Convertible Debt The Company records a beneficial conversion feature (“BCF”) related to the issuance of notes which are convertible at a price that is below the market value of the Company’s stock when the note is issued. The intrinsic value of the BCF is recorded as debt discount which is amortized to interest expense over the life of the respective note using the effective interest method. Beneficial conversion features that are contingent upon the occurrence of a future event are recorded when the contingency is resolved. Derivative Financial Instruments The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with FASB ASC 815 “Derivatives and Hedging” (“ASC 815”). Embedded derivatives are valued separately from the host instrument and are recognized as derivative liabilities in the Company’s balance sheet. Fair value accounting requires measurement of embedded derivatives at fair value. Changes in the fair value of derivative instruments are recognized in results of operation during the period of change. Sequencing Policy Under ASC 815-40-35 (“ASC 815”), the Company has adopted a sequencing policy, whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares as a result of certain securities with a potentially indeterminable number of shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares. Pursuant to ASC 815, issuances of securities granted as compensation in a share-based payment arrangement are not subject to the sequencing policy. Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award on the date of grant. The fair value amount of the shares expected to ultimately vest is then recognized over the period for which services are required to be provided in exchange for the award, usually the vesting period. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period that the estimates are revised. The Company accounts for forfeitures as they occur. Concentrations The Company maintains cash with major financial institutions. Cash held in US bank institutions is currently insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 at each institution. No similar insurance or guarantee exists for cash held in Argentina bank accounts. There were aggregate uninsured cash balances of $29,027 and $48,929 at December 31, 2019 and 2018, respectively, which represents cash held in Argentine bank accounts. Foreign Operations The following summarizes key financial metrics associated with the Company’s continuing operations (these financial metrics are immaterial for the Company’s operations in the United Kingdom): As of December 31, 2019 2018 Assets - Argentina $ 5,020,787 $ 5,151,626 Assets - U.S. 899,573 495,865 Total Assets $ 5,920,360 $ 5,647,491 Liabilities - Argentina $ 2,373,203 $ 4,440,345 Liabilities - U.S. 3,547,731 2,277,569 Total Liabilities $ 5,920,934 $ 6,717,914 For the Years Ended December 31, 2019 2018 Revenues - Argentina $ 1,272,772 $ 3,099,608 Revenues - U.S. 11,665 - Total Revenues $ 1,284,437 $ 3,099,608 Net loss - Argentina $ (1,559,766 ) $ (499,101 ) Net loss - U.S. (5,397,049 ) (5,179,317 ) Total Net Loss $ (6,956,815 ) $ (5,678,418 ) Impairment of Long-Lived Assets When circumstances, such as adverse market conditions, indicate that the carrying value of a long-lived asset may be impaired, the Company performs an analysis to review the recoverability of the asset’s carrying value, which includes estimating the undiscounted cash flows (excluding interest charges) from the expected future operations of the asset. These estimates consider factors such as expected future operating income, operating trends and prospects, as well as the effects of demand, competition and other factors. If the analysis indicates that the carrying value is not recoverable from future cash flows, an impairment loss is recognized to the extent that the carrying value exceeds the estimated fair value. Any impairment losses are recorded as operating expenses, which reduce net income. There were no impairments of long-lived assets for the years ended December 31, 2019 and 2018, respectively. Segment Information The FASB has established standards for reporting information on operating segments of an enterprise in interim and annual financial statements. The Company currently operates in three segments which are the (i) business of real estate development and manufacture, (ii) the sale of high-end fashion and accessories through an e-commerce platform and (iii) its corporate operations. This classification is consistent with how the Company’s chief operating decision maker makes decisions about resource allocation and assesses the Company’s performance. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. ASC Topic 606 provides a single comprehensive model to use in accounting for revenue arising from contracts with customers, and gains and losses arising from transfers of non-financial assets including sales of property and equipment, real estate, and intangible assets. The Company adopted ASC Topic 606 on January 1, 2018 for all applicable contracts using the modified retrospective method, which would have required a cumulative-effect adjustment, if any, as of the date of adoption. The adoption of ASC Topic 606 did not have a material impact on the Company’s consolidated financial statements as of the date of adoption, and therefore a cumulative-effect adjustment was not required. The Company earns revenues from the sale of real estate lots and sales of food and wine as well as hospitality, food & beverage, other related services, and from the sale of clothing and accessories. The Company recognizes revenue when goods or services are transferred to customers in an amount that reflects the consideration which it expects to receive in exchange for those goods or services. In determining when and how revenue is recognized from contracts with customers, the Company performs the following five-step analysis: (i) identification of contract with customer; (ii) determination of performance obligations; (iii) measurement of the transaction price; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The following table summarizes the revenue recognized in the Company’s consolidated statements of operations: For the Years Ended December 31, 2019 2018 Real estate sales $ - $ 1,467,714 Hotel rooms and events 740,284 882,213 Restaurants 169,600 277,652 Winemaking 180,692 315,741 Golf, tennis and other 182,196 156,288 Clothes and accessories 11,665 - Total revenues $ 1,284,437 $ 3,099,608 Revenue from real estate lot sales is recorded when the lot is deeded, and legal ownership of the lot is transferred to the customer. To date, twenty-five lots have been sold. During 2018, the Company closed on the sale of all 25 lots and recorded revenue of $1,468,000. Revenue from the sale of food, wine, agricultural products, clothes and accessories is recorded when the customer obtains control of the goods purchased. Revenues from hospitality and other services are recognized as earned at the point in time that the related service is rendered, and the performance obligation has been satisfied. Revenues from gift card sales are recognized when the card is redeemed by the customer. The Company does not recognize revenue for the portion of gift card values that is not expected to be redeemed (“breakage”) due to the lack of historical data. The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. Deferred revenues associated with real estate lot sale deposits are recognized as revenues (along with any outstanding balance) when the lot sale closes, and the deed is provided to the purchaser. Other deferred revenues primarily consist of deposits accepted by the Company in connection with agreements to sell barrels of wine, advance deposits received for grapes and other agricultural products, and hotel deposits. Wine barrel and agricultural product advance deposits are recognized as revenues (along with any outstanding balance) when the product is shipped to the purchaser. Hotel deposits are recognized as revenue upon occupancy of rooms, or the provision of services. During the year ended December 31, 2019 the Company did not recognized any revenue related to the sale of real estate lots which was included in deferred revenues as of December 31, 2018. For the year ended December 31, 2019, the Company did not recognize any revenue related to performance obligations satisfied in previous periods. Contracts related to the sale of wine, agricultural products and hotel services have an original expected length of less than one year. The Company has elected not to disclose information about remaining performance obligations pertaining to contracts with an original expected length of one year or less, as permitted under the guidance. As of December 31, 2019 and 2018, the Company had deferred revenue of $838,471 and $995,327, respectively, associated with real estate lot sale deposits and had $61,449 and $43,165, respectively, of deferred revenue related to hotel deposits. Sales taxes and value added (“VAT”) taxes collected from customers and remitted to governmental authorities are presented on a net basis within revenues in the consolidated statements of operations. Income Taxes The Company accounts for income taxes pursuant to the asset and liability method of accounting for income taxes pursuant to FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for taxable temporary differences and operating loss carry forwards. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Net Loss per Common Share Basic loss per common share is computed by dividing net loss attributable to GGH common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding, plus the impact of common shares, if dilutive, resulting from the exercise of outstanding stock options and warrants and the conversion of convertible instruments. The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: For the Years Ended December 31, 2019 2018 Options 9,550,640 9,499,265 Warrants 566,742 1,229,630 Series B convertible preferred stock 9,026,700 9,026,700 Convertible debt - 4,631,356 Total potentially dilutive shares 19,144,082 24,386,951 Operating Leases In February 2016, the FASB issued a new standard related to leases to increase transparency and comparability among organizations by requiring the recognition of operating lease right-of-use (“ROU”) assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The Company is also required to recognize and measure new leases at the adoption date and recognize a cumulative-effect adjustment in the period of adoption using a modified retrospective approach, with certain practical expedients available. The Company adopted Accounting Standards Codification (“ASC”) 842, “Leases” (“ASC 842”) effective January 1, 2019 and elected to apply the available practical expedients and implemented internal controls and key system functionality to enable the preparation of financial information on adoption. ASC 842 requires the Company to make significant judgments and estimates. As a result, the Company implemented changes to its internal controls related to lease evaluation. These changes include updated accounting policies affected by ASC 842 as well as redesigned internal controls over financial reporting related to ASC 842 implementation. Additionally, the Company has expanded data gathering procedures to comply with the additional disclosure requirements and ongoing contract review requirements. The standard had an impact on the Company’s consolidated balance sheets but did not have an impact on the Company’s consolidated statements of operations or consolidated statements of cash flows upon adoption. The most significant impact was the recognition of ROU assets and lease liabilities of $361,020, respectively, for operating leases, while the Company’s accounting for finance leases remained substantially unchanged. The adoption of ASC 842 did not have a material impact on the Company’s results of operations or cash flows in the current year and prior year comparative periods and as a result, a cumulative-effect adjustment was not required. Advertising Advertising costs are expensed as incurred. Advertising expense for the years ended December 31, 2019 and 2018 was $319,919 and $156,006, respectively. New Accounting Pronouncements In July 2018, the FASB issued ASU No. 2018-09, “Codification Improvements” (“ASU 2018-09”). ASU 2018-09 provides amendments to a wide variety of topics in the FASB’s Accounting Standards Codification, which applies to all reporting entities within the scope of the affected accounting guidance. The transition and effective date guidance are based on the facts and circumstances of each amendment. Some of the amendments in ASU 2018-09 do not require transition guidance and were effective upon issuance of ASU 2018-09. However, many of the amendments do have transition guidance with effective dates for annual periods beginning after December 15, 2018. The Company adopted ASU 2018-09 effective January 1, 2019. ASU 2018-09 did not have a material effect on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement - Disclosure Framework (Topic 820). The updated guidance improves the disclosure requirements on fair value measurements. The updated guidance if effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for any removed or modified disclosures. The Company is currently assessing the impact of adopting the updated provisions. In March 2019, the FASB issued ASU 2019-01, “Leases (Topic 842): Codification Improvements” (“Topic 842”) (“ASU 2019-01”). These amendments align the guidance for fair value of the underlying asset by lessors that are not manufacturers or dealers in Topic 842 with that of existing guidance. As a result, the fair value of the underlying asset at lease commencement is its cost, reflecting any volume or trade discounts that may apply. However, if there has been a significant lapse of time between when the underlying asset is acquired and when the lease commences, the definition of fair value (in Topic 820, Fair Value Measurement) should be applied. (Issue 1). The ASU also requires lessors within the scope of Topic 942, Financial Services—Depository and Lending, to present all “principal payments received under leases” within investing activities. (Issue 2). Finally, the ASU exempts both lessees and lessors from having to provide certain interim disclosures in the fiscal year in which a company adopts the new leases standard. (Issue 3). The transition and effective date provisions apply to Issue 1 and Issue 2. They do not apply to Issue 3 because the amendments for that Issue are to the original transition requirements in Topic 842. ASU 2019-01 will become effective for the Company for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021; early adoption is still permitted for interim and annual reporting periods beginning after December 15, 2018. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (i.e., modified retrospective approach). The Company is currently evaluating ASU 2019-01 and its impact on its consolidated financial statements and financial statement disclosures. In July 2019, the FASB issued ASU 2019-07, “Codification Updates to SEC Sections — Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization and Miscellaneous Updates (SEC Update)” (“ASU 2019-07”). ASU 2019-07 aligns the guidance in various SEC sections of the Codification with the requirements of certain SEC final rules. ASU 2019-07 is effective immediately. The adoption of ASU 2019-07 did not have a material impact on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted, including adoption in an interim period. The Company is evaluating the effect of adopting this new accounting guidance. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventory | 4. INVENTORY Inventory at December 31, 2019 and 2018 is comprised of the following: December 31, 2019 2018 Vineyard in process $ 304,067 $ 232,436 Wine in process 539,380 747,862 Finished wine 23,467 11,003 Clothes and accessories 224,965 - Other 71,381 42,594 Total $ 1,163,260 $ 1,033,895 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 5. PROPERTY AND EQUIPMENT Property and equipment consist of the following: December 31, 2019 2018 Buildings and improvements $ 2,026,657 $ 1,971,057 Real estate development 669,167 587,481 Land 522,225 522,225 Furniture and fixtures 347,819 337,048 Vineyards 199,816 200,217 Machinery and equipment 487,618 492,205 Leasehold improvements 164,375 164,375 Computer hardware and software 231,228 216,082 4,648,905 4,490,690 Less: Accumulated depreciation and amortization (1,734,190 ) (1,518,326 ) Property and equipment, net $ 2,914,715 $ 2,972,364 Depreciation and amortization of property and equipment was $196,438 and $197,729 for the years ended December 31, 2019 and 2018, respectively, of which $196,438 and $171,749 was recorded as expense in the accompanying statement of operations, and $0 and $25,980 was capitalized to inventory, respectively. Most of the Company’s property and equipment is located in Argentina and gross asset costs and accumulated depreciation reported in US dollars are impacted by the devaluation of the Argentine peso relative to the U.S. dollar. During 2018, real estate development costs in the aggregate of $123,060 incurred in connection with twelve real estate lots that were completed during the period were transferred from property and equipment to real estate lots held for sale on the accompanying consolidated balance sheets. |
Prepaid Foreign Taxes
Prepaid Foreign Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Prepaid Expense, Noncurrent [Abstract] | |
Prepaid Foreign Taxes | 6. PREPAID FOREIGN TAXES Prepaid foreign taxes, net, of $474,130 and $369,590 at December 31, 2019 and 2018, respectively, consists primarily of prepaid value added tax (“VAT”) credits. VAT credits are recovered through VAT collections on subsequent sales of products by the Company. Prepaid VAT tax credits do not expire. Prepaid foreign taxes also include Argentine minimum presumed income tax (“MPIT”) credits, which are deemed unrealizable and are fully reserved. MPIT credits expire after ten years. In assessing the realization of the prepaid foreign taxes, management considers whether it is more likely than not that some portion or all of the prepaid foreign taxes will not be realized. Management considers the historical and projected revenues, expenses and capital expenditures in making this assessment. Based on this assessment, management has recorded a valuation allowance related to MPIT credits of $231,441 and $228,613 as of December 31, 2019 and 2018, respectively. During the year ended December 31, 2018, the Company recorded a credit to the provision for uncollectible assets of $163,980 related to the decrease in reserves against prepaid foreign taxes. |
Investments and Fair Value of F
Investments and Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Investments and Fair Value of Financial Instruments | 7. INVESTMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or developed by the Company. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories: Level 1 Level 2 Level 3 Investments at Fair Value: As of December 31, 2019 Level 1 Level 2 Level 3 Total Warrants - Affiliates $ - $ - $ 3,470 $ 3,470 Government Bond 74,485 - - 74,485 As of December 31, 2018 Level 1 Level 2 Level 3 Total Warrants - Affiliates $ - $ - $ 7,840 $ 7,840 A reconciliation of Level 3 assets is as follows: Warrants Balance - January 1, 2018 $ 26,401 Unrealized loss (18,561 ) Balance - December 31, 2018 7,840 Unrealized loss (4,370 ) Balance - December 31, 2019 $ 3,470 Investment at December 31, 2019 consists of the Company’s investment in an Argentine government bond, purchased by the Company on December 3, 2019. The bond had an effective interest rate of 48% per annum and matures on December 31, 2020. There were no material unrealized gains or losses related to the Argentine government bond during the year ended December 31, 2019. Investments – related party at December 31, 2019 consists of warrants for the purchase of common stock of a related, but independent, entity under common management, of which GGH’s Chief Executive Officer (“CEO”) is Chairman and Chief Executive Officer, and GGH’s Chief Financial Officer (“CFO”) is Chief Financial Officer (collectively referred to as “Related Party”). Warrants retained by the Company are marked-to-market at each reporting date using the Black-Scholes option pricing model. Unrealized losses on affiliate warrants of $4,370 were recorded during the year ended December 31, 2019 and $18,561 for the year ended December 31, 2018 are included in revenues on the accompanying consolidated statements of operations. The fair value of the warrants was determined based on the Black-Scholes option pricing model, which requires the input of highly subjective assumptions, including the expected share price volatility. Given that such shares were not publicly-traded, the Company developed an expected volatility figure based on a review of the historical volatilities, over a period of time, of similarly positioned public companies within the industry. The Company’s other short-term financial instruments include cash, accounts receivable, advances and loans to employees, accounts payable, accrued expenses, other liabilities, loans payable and debt obligations. The carrying values of these instruments approximate fair value, as they bear terms and conditions comparable to market, for obligations with similar terms and maturities. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Liabilities [Abstract] | |
Accrued Expenses | 8. ACCRUED EXPENSES Accrued expenses are comprised of the following: December 31, 2019 2018 Accrued compensation and payroll taxes $ 210,900 $ 149,019 Accrued taxes payable - Argentina 170,873 292,535 Accrued interest 484,026 404,239 Other accrued expenses 256,546 339,574 Accrued expenses, current 1,122,345 1,185,367 Accrued payroll tax obligations, non-current 86,398 57,786 Total accrued expenses $ 1,208,743 $ 1,243,153 During May 2015, the Company entered into a payment plan, under which it agreed to pay its Argentine payroll tax obligations over a period of 36 months. The current portion of payments due under the plan is $134,989 and $113,670 as of December 31, 2019 and 2018, respectively, which is included in accrued compensation and payroll taxes above. The non-current portion of accrued expenses represents payments under the plan that are scheduled to be paid after twelve months. The Company incurred interest expenses of $75,704 and $52,209 during the years ended December 31, 2019 and 2018, respectively, related to this payment plan. |
Deferred Revenues
Deferred Revenues | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenues | 9. DEFERRED REVENUES Deferred revenues are comprised of the following: December 31, 2019 2018 Real estate lot sales deposits $ 838,471 $ 995,327 Other 61,449 43,165 Total $ 899,920 $ 1,038,492 The Company accepts deposits in conjunction with agreements to sell real estate building lots at Algodon Wine Estates in the Mendoza wine region of Argentina. These lot sale deposits are generally denominated in U.S. dollars. As of December 31, 2018, the Company had executed agreements to sell real estate building lots for aggregate proceeds of $3,725,867. No additional agreements for the sale of real estate building lots were executed during 2019. To date, twenty-five lots have been sold. Revenue is recorded when the sale closes, and the deeds are issued. During 2018, the Company closed on the sale of 25 lots and recorded revenue of $1,468,000. |
Loans Payable
Loans Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Loans Payable | 10. LOANS PAYABLE The Company’s loans payable are summarized below: December 31, 2019 December 31, 2018 Gross Debt Discount Loans Debt Gross Debt Discount Loans Payable, Demand Loan $ 6,678 $ - $ 6,678 $ 10,647 $ - $ 10,647 2018 Loan 352,395 - 352,395 464,739 - 464,739 2017 Loan 67,491 - 67,491 168,609 - 168,609 Land Loan 468,500 (16,762 ) 451,738 500,000 (38,098 ) 461,902 Total Loans Payable 895,064 (16,762 ) 878,302 1,143,995 (38,098 ) 1,105,897 Less: current portion 795,064 (13,345 ) 781,719 893,995 (22,889 ) 871,106 Loans Payable, $ 100,000 $ (3,417 ) $ 96,583 $ 250,000 $ (15,209 ) $ 234,791 On March 31, 2017, the Company received a bank loan in the amount of $519,156 (ARS $8,000,000) (the “2017 Loan”). The 2017 Loan is secured by Algodon Mansion, the Company’s hotel in Argentina, bears interest at 24.18% per annum and is due on March 1, 2021. Principal and interest will be paid in forty-two monthly installments beginning on October 1, 2017 and ending on March 1, 2021. The Company incurred interest expense on this loan of $62,589 and $85,116 during the years ended December 31, 2019 and 2018, respectively. During 2018, the Company defaulted on certain 2017 Loan payments, and as a result, the 2017 Loan is payable upon demand as of December 31, 2019. Of the decrease in principal of $101,118 on the 2017 Loan during the year ended December 31, 2019, $53,278 resulted from principal payments made and $47,840 resulted from the effect of fluctuations in the foreign currency exchange rate during the period. On August 19, 2017, the Company purchased 845 hectares of land adjacent to its existing property at AWE. The Company paid $100,000 at the date of purchase and executed a note payable in the amount of $600,000, denominated in U.S. dollars (the “Land Loan”) with a stated interest rate of 0% and with quarterly payments of $50,000 beginning on December 18, 2017 and ending August 18, 2021. At the date of purchase, the Company took possession of the property, with full use and access, but will not receive the deed to the property until after $400,000 of the purchase price has been paid. The Company imputed interest on the note at 7% per annum and recorded a discounted note balance of $517,390 on August 19, 2017, which is being amortized over the term of the loan using the effective interest method. Amortization of the note discount in the amount of $21,336 and $32,295 for the years ended December 31, 2019 and 2018, respectively, is recorded as interest expense on the accompanying consolidated statements of operations. The balance on the note was $451,738, net of debt discount of $16,762 on December 31, 2019, of which $355,155 (net of discount of $13,345) is included in loans payable, net, current and $96,583 (net of discount of $3,417) is included in loans payable, net, non-current in the accompanying consolidated balance sheets. On January 25, 2018 the Company received a bank loan in the amount of $525,000 (the “2018 Loan”), denominated in U.S. dollars. The 2018 Loan bears interest at 6.75% per annum and was due on January 25, 2023. Pursuant to the terms of the 2018 Loan, principal and interest is to be paid in 60 equal monthly installments of $10,311, beginning on February 23, 2018. The Company incurred interest expense of $24,433 and $33,420 on this loan during the years ended December 31, 2019 and 2018, respectively. During 2018, the Company defaulted on certain 2018 Loan payments, and as a result, the 2018 Loan is payable upon demand as of December 31, 2019. On June 4, 2018 the Company received a loan in the amount of $55,386 (ARS $1,600,000) which bears interest at 10% per month and is due upon demand of the lender (the “Demand Loan”). Interest is paid monthly. The Company incurred interest expense on this loan of $21,953 and $23,427 during years ended December 31, 2019 and 2018, respectively. The decrease in the principal balance of the Demand Loan during the period is the result of changes in the foreign currency exchange rate during the period. Future minimum principal payments under the loans payable are as follows: Total Years ending December 31, Payment 2020 $ 795,064 2021 100,000 $ 895,064 |
Debt Obligations
Debt Obligations | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt Obligations | 11. DEBT OBLIGATIONS The Company’s debt obligations as of December 31, 2019 and 2018 are summarized below: December 31, 2019 December 31, 2018 Principal Interest [1] Total Principal Interest [1] Total 2010 Debt Obligations $ - $ 305,294 $ 305,294 $ - $ 279,735 $ 279,735 2017 Notes 1,170,354 167,341 1,337,695 1,251,854 75,013 1,326,867 Gaucho Notes 100,000 6,260 106,260 1,480,800 18,787 1,499,587 Total Debt Obligations $ 1,270,354 $ 478,895 $ 1,749,249 $ 2,732,654 $ 373,535 $ 3,106,189 [1] Accrued interest is included as a component of accrued expenses on the accompanying consolidated balance sheets (see Note 8 – Accrued Expenses). During an offering that ended on September 30, 2010, IPG issued convertible notes with an interest rate of 8% and an amended maturity date of March 31, 2011 (the “2010 Debt Obligations”). During 2017, the Company repaid the remaining principal balance of $162,500, such that as of December 31, 2017, there is no principal balance owed on the 2010 Debt Obligations. Accrued interest of $305,294 and $279,735 owed on the 2010 Debt Obligations remained outstanding as of December 31, 2019 and 2018, respectively. The Company incurred interest expense of $25,559 and $24,254 during the years ended December 31, 2019 and 2018, respectively, on the 2010 Debt Obligations. Accrued interest on the 2010 Debt Obligations is not convertible. On December 31, 2017, the Company sold a convertible promissory note in the amount of $20,000 to an accredited investor, and during 2018, the Company sold additional convertible promissory notes in the aggregate principal amount of $2,026,730 (together, the “2017 Notes”). The 2017 Notes mature 90 days from the date of issuance, bear interest at 8% per annum and were convertible into the Company’s common stock at $0.63 per share, which represented a 10% discount to the price used for the sale of the Company’s common stock at the commitment date. The conversion option represented a beneficial conversion feature in the amount of $227,414 which was recorded as a debt discount with a corresponding credit to additional paid-in capital. Debt discount is amortized over the term of the loan using the effective interest method. On June 30, 2018, principal and interest of $794,875 and $15,000, respectively, were converted into 1,285,517 shares of common stock at a conversion price of $0.63 per share. During 2019, the Company repaid principal and interest of $30,000 and $2,151, respectively, and principal and interest of $51,500 and $1,160, respectively, were converted into 83,587 shares of common stock at a conversion price of $0.63 per share. The Company incurred total interest expense of $95,641 and $317,427 related to this debt during the years ended December 31, 2019 and 2018, respectively, of which $0 and $227,414 represented amortization of debt discount, respectively. The remaining principal balance owed on the 2017 Notes of $1,170,354 is past due as of December 31, 2019. The 2017 Notes matured on June 30, 2019. The principal balance outstanding on the 2017 Notes at December 31, 2019 is no longer convertible, since the notes are past their maturity date. Interest continues to accrue based on the interest rate stated above. During 2018, the Company’s subsidiary, Gaucho Group, Inc., sold convertible promissory notes in the amount of $1,480,800 to accredited investors. Between January 1, 2019 and March 12, 2019, Gaucho Group, Inc. sold convertible promissory notes in the amount of $786,000 to accredited investors (together, the “Gaucho Notes”). In January 2019, management of GGI gave the option to the noteholders of extending the maturity date from December 31, 2018 to March 31, 2019 of their specific Gaucho Notes. The Gaucho Notes, as amended, bear interest at 7% per annum and mature and became due on March 31, 2019. All holders of Gaucho Notes agreed to extend the maturity date to March 31, 2019. The Gaucho Notes and related accrued interest were convertible into GGI common stock at the option of the holder, at a price representing 20% discount to the share price in a future offering of GGI common stock. During 2019, the Company repaid $65,500 and $3,256 of principal and interest due, respectively, and the Company issued a certain noteholder 144,882 shares of its common stock in satisfaction for a note in the principal and accrued interest amount of $50,000 and $709, respectively. On April 14, 2019, the Company made a one-time offer to the holders of Gaucho Notes to convert the Gaucho Notes into shares of common stock of GGI at a price per share of $0.40, and on June 30, 2019, $2,051,300 and $55,308 of principal and interest, respectively, was converted into 5,266,520 shares of GGI common stock, representing a 21% non-controlling interest in GGI. As of December 31, 2019, principal and interest of $100,000 and $6,260 remain outstanding under the Gaucho Notes. The Company incurred total interest expense of $ $46,746 and $18,786 related to the Gaucho Notes during the years ended December 31, 2019 and 2018, respectively. The principal balance of the Gaucho Notes at December 31, 2019 is no longer convertible, since the notes are past their maturity date. Interest continues to accrue based on the interest rate stated above. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. INCOME TAXES The Company files tax returns in United States (“U.S.”) Federal, state and local jurisdictions, plus Argentina and the United Kingdom (“U.K.”). United States and international components of income before income taxes were as follows: For The Years Ended December 31, 2019 2018 United States $ (5,397,049 ) $ (5,171,150 ) International (1,559,766 ) (507,269 ) Income before income taxes $ (6,956,815 ) $ (5,678,419 ) The income tax provision (benefit) consisted of the following: For The Years Ended December 31, 2019 2018 Federal Current $ - $ - Deferred (745,677 ) (979,625 ) State and local Current - - Deferred 425,387 1,839,145 Foreign Current - - Deferred 326,017 1,590 5,727 861,109 Change in valuation allowance (5,727 ) (861,109 ) Income tax provision (benefit) $ - $ - For the years ended December 31, 2019 and 2018, the expected tax expense (benefit) based on the statutory rate is reconciled with the actual tax expense (benefit) as follows: For The Years Ended December 31, 2019 2018 U.S. federal statutory rate (21.0 )% (21.0 )% State taxes, net of federal benefit (0.1 )% (3.1 )% Permanent differences 0.7 % 0.7 % Write-off of deferred tax assets 18.9 % 3.9 % Prior period adjustments 2.4 % 33.4 % Other (0.9 )% 1.3 % Change in valuation allowance (0.1 )% (15.2 )% Income tax provision (benefit) 0.0 % 0.0 % As of December 31, 2019 and 2018, the Company’s deferred tax assets consisted of the effects of temporary differences attributable to the following: December 31, 2019 2018 Net operating loss $ 19,732,170 $ 18,734,230 Stock based compensation 349,027 1,120,521 Argentine tax credits 109,610 433,407 Accruals and other 37,144 4,991 Receivable allowances 469,017 415,662 Total deferred tax assets 20,696,968 20,708,810 Valuation allowance (20,695,788 ) (20,701,515 ) Deferred tax assets, net of valuation allowance 1,180 7,295 Excess of book over tax basis of warrants (1,180 ) (7,295 ) Net deferred tax assets $ - $ - As of December 31, 2019, the Company estimates that an aggregate of approximately $67,600,000, $53,700,000 and $30,100,000 of gross U.S. federal, state and local net operating losses (“NOLs”) may be available to offset future taxable income, each of which includes approximately $1,300,000 of GGI 2019 NOLs which is no longer part of the consolidated tax group because GGH’s ownership interest is now less than 80%. Approximately $55,900,000 of the federal NOLs will expire from 2020 to 2037 and approximately $11,700,000 have no expiration. All of the $53,700,000 of state NOLs will expire from 2035 to 2039 and approximately $30,000,000 of the local NOLs will expire from 2035 to 2037, while approximately $100,000 of the local NOLs have no expiration. These NOL carryovers are subject to annual limitations under Section 382 of the U.S. Internal Revenue Code because there was a greater than 50% ownership change, as determined under the regulations, on or about June 30, 2012. We have determined that, due to those annual limitations under Section 382, approximately $6,315,000 of NOLs will expire unused and are not included in the available NOLs stated above. Therefore, we have reduced the related deferred tax asset for NOL carryovers by approximately $2,810,000 from June 30, 2012 forward. The Company’s NOLs generated through the date of the ownership change on June 30, 2012 are subject to an annual limitation of approximately $1,004,000. The Company remains subject to the possibility that a greater than 50% ownership change could trigger additional annual limitations on the usage of NOLs. As of December 31, 2019, the Company had approximately $450,000 of gross U.K. NOL carryovers which do not expire, and the Company had approximately $110,000 of Argentine tax credits which may be carried forward 10 years and begin to expire in 2020. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the future generation of taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and taxing strategies in making this assessment. Based on this assessment, management has established a full valuation allowance against all of the net deferred tax assets for each period, since it is more likely than not that all of the deferred tax assets will not be realized. The valuation allowance for the year ended December 31, 2019 decreased by approximately $6,000 and for the year ended December 31, 2018 decreased by approximately $861,000. Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s consolidated financial statements as of December 31, 2019 and 2018. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. The Company has U.S. tax returns subject to examination by tax authorities beginning with those filed for the year ended December 31, 2016 (or the year ended December 31, 2000 if the Company were to utilize its NOLs). No tax audits were commenced or were in process during the years ended December 31, 2019 and 2018. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the consolidated statements of operations. |
Segment Data
Segment Data | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Data | 13. SEGMENT DATA Prior to the commencement of GGI operations, the Company’s chief operating decision-maker (CODM) reviewed the operating results of the Company on an aggregate basis and managed the Company’s operations as a single operating segment. As a result of the commencement of GGI operations in the fourth quarter of 2019, the Company’s financial position and results of operations are classified into three reportable segments, consistent with how the CODM makes decisions about resource allocation and assesses the Company’s performance. : ● Real Estate Development, through AWE and TAR, including hospitality and winery operations, which support the ALGODON® brand. ● Fashion (e-commerce), through GGI, including the manufacture and sale of high-end fashion and accessories sold through an e-commerce platform. ● Corporate, consisting of general corporate overhead expenses not directly attributable to any one of the business segments. The Company has recast its financial information and disclosures for the prior period to reflect the segment disclosures as if the current presentation had been in effect throughout all periods presented. The following tables present segment information for the year ended December 31, 2019 and 2018: For the Year ended December 31, 2019 For the Year ended December 31, 2018 Real Estate Development Fashion (e-commerce) Corporate (1) TOTAL Real Estate Development Fashion (e-commerce) Corporate (1) TOTAL Revenues $ 1,272,772 $ 11,665 $ - $ 1,284,437 $ 3,099,608 $ - $ - $ 3,099,608 Revenues from Foreign Operations $ 1,272,772 $ - $ - $ 1,272,772 $ 3,099,608 $ - $ - $ 3,099,608 Depreciation and Amortization $ 146,398 $ 1,901 $ 48,139 $ 196,438 $ 133,251 $ - $ 38,498 $ 171,749 Loss from Operations $ (1,469,438 ) $ (1,230,285 ) $ (3,998,411 ) $ (6,698,134 ) $ 349,252 $ (767,006 ) $ (4,837,027 ) $ (5,254,781 ) Interest Expense, net $ 192,060 $ 47,034 $ 121,319 $ 360,413 $ 252,898 $ 18,786 $ 339,613 $ 611,297 Net Loss $ (1,559,766 ) $ (1,277,319 ) $ (4,119,730 ) $ (6,956,815 ) $ 284,014 $ (785,792 ) $ (5,176,640 ) $ (5,678,418 ) Capital Expenditures $ 129,325 $ 9,946 $ - $ 139,271 $ 237,222 $ - $ 54,991 $ 292,213 Total Property and Equipment, net $ 2,866,861 $ 8,044 $ 39,810 $ 2,914,715 $ 2,884,415 $ - $ 87,949 $ 2,972,364 Total Property and Equipment, net in Foreign Countries $ 2,866,861 $ - $ - $ 2,866,861 $ 2,884,415 $ - $ - $ 2,884,415 Total Assets $ 5,020,788 $ 286,658 $ 612,914 $ 5,920,360 $ 5,132,705 $ 18,921 $ 495,865 $ 5,647,491 (1) - Unallocated corporate assets not directly attributable to any one of the business segments. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. RELATED PARTY TRANSACTIONS Assets Accounts receivable – related parties of $39,837 and $71,650 at December 31, 2019 and 2018, respectively, represents the net realizable value of advances made to related, but independent, entities under common management, of which $0 and $4,644 represents amounts owed to the Company in connection with expense sharing agreements as described below. See Note 7 – Investments and Fair Value of Financial Instruments, for a discussion of the Company’s investment in warrants of a related, but independent, entity. Expense Sharing On April 1, 2010, the Company entered into an agreement with a Related Party to share expenses such as office space, support staff and other operating expenses (the “Related Party ESA”). The agreement was amended on January 1, 2017 to reflect the current use of personnel, office space, professional services. During the years ended December 31, 2019 and 2018, the Company recorded a contra-expense of $493,944 and $437,074, respectively, related to the reimbursement of general and administrative expenses as a result of the agreement. During 2019, the Related Party prepaid approximately $566,132 of its future obligations under the Related Party ESA, in exchange for a 15% reduction in the Related Party’s expense obligations under the Related Party ESA until the prepayment has been reduced to $0. The prepaid amount is reflected as loans payable – related parties on the accompanying consolidated balance sheet. The Related Party owed $0 and $4,644, respectively, to the Company as of December 31, 2019 and 2018, pursuant to the Related Party ESA The Company had an expense sharing agreement with a different related entity to share expenses such as office space and other clerical services which was terminated in August 2017. The owners of more than 5% of that entity include (i) GGH’s chairman, and (ii) a more than 5% owner of GGH. The entity owed $396,116 to the Company under the expense sharing agreement at each of December 31, 2019 and 2018 of which the entire balance is deemed unrecoverable and reserved. |
Benefit Contribution Plan
Benefit Contribution Plan | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Benefit Contribution Plan | 15. BENEFIT CONTRIBUTION PLAN The Company sponsors a 401(k) profit-sharing plan (“401(k) Plan”) that covers substantially all of its employees in the United States. The 401(k) Plan provides for a discretionary annual contribution, which is allocated in proportion to compensation. In addition, each participant may elect to contribute to the 401(k) Plan by way of a salary deduction. A participant is always fully vested in their account, including the Company’s contribution. For the years ended December 31, 2019 and 2018, the Company recorded a charge associated with its contribution of $55,196 and $63,414, respectively. This charge has been included as a component of general and administrative expenses in the accompanying consolidated statements of operations. The Company issues shares of its common stock to settle these obligations based on the fair market value of its common stock on the date the shares are issued (shares were issued at $0.35 and $0.70 per share during 2019 and 2018, respectively.) |
Temporary Equity and Stockholde
Temporary Equity and Stockholders' Deficiency | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Temporary Equity and Stockholders' Deficiency | 16. TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIENCY Authorized Shares The Company is authorized to issue up to 80,000,000 shares of common stock, $0.01 par value per share. As of December 31, 2019 and 2018, there were 60,321,615 and 46,738,533 shares of common stock issued, and 60,271,082 and 46,688,000 shares outstanding, respectively. The Company is authorized to issue up to 11,000,000 shares of preferred stock, $0.01 par value per share, of which 10,097,330 shares are designated as Series A convertible preferred stock, and 902,670 shares are designated as Series B convertible preferred stock. As of December 31, 2019, and 2018, respectively, there were 902,670 shares of Series B preferred stock outstanding. There were no shares of Series A preferred stock outstanding at December 31, 2019 or 2018, and no additional shares of Series A preferred stock are available to be issued. Equity Incentive Plans The Company’s 2008 Equity Incentive Plan, as amended (the “2008 Plan”), was approved by the Company’s Board and stockholders on August 25, 2008. The 2008 Plan provided for grants for the purchase of up to an aggregate 9,000,000 shares, including incentive and non-qualified stock options, restricted and unrestricted stock, loans and grants, and performance awards. As of December 31, 2019, there are 0 shares available for issuance under the 2008 Plan. On July 11, 2016, the Board of Directors adopted the 2016 Stock Option Plan (the “2016 Plan”), which was approved by the Company’s shareholders on September 28, 2017. Under the 2016 Plan, 1,224,308 shares of common stock of the Company were authorized for issuance, with an automatic annual increase on January 1 of each year equal to 2.5% of the total number of shares of common stock outstanding on such date, on a fully diluted basis. During the year ended December 31, 2018, options for the exercise of 1,500,000 were granted under the 2016 plan, and as of December 31, 2019, there are 0 shares available for issuance under the 2016 Plan. On July 27, 2018, the Board of Directors determined that no additional awards shall be granted under the Company’s 2008 Equity Incentive Plan, as amended (the “2008 Plan”) or the 2016 Stock Option Plan (the “2016 Plan”), and that no additional shares will be automatically reserved for issuance on each January 1 under the evergreen provision of the 2016 Plan. On July 27, 2018, the Board of Directors adopted the 2018 Equity Incentive Plan (the “2018 Plan”), which was approved by the Company’s shareholders on September 28, 2018. The 2018 Plan provides for grants for the purchase of up to an aggregate of 1,500,000 shares, including incentive and non-qualified stock options, restricted and unrestricted stock, loans and grants, and performance awards. The number of shares available under the 2018 Plan will automatically increase on January 1 of each year by the amount equal to 2.5% of the total number of shares outstanding on such date, on a fully diluted basis. Further, any shares subject to an award issued under the 2018 Plan, the 2016 Plan or the 2008 Plan that are canceled, forfeited or expired shall be added to the total number of shares available under the 2018 Plan. On July 8, 2019, the Board of Directors approved an increase in the number of shares available for awards under the 2018 Plan to 5,946,933, plus an increase every January 1 of each year by the amount equal to 2.5% of the total number of shares outstanding on such date, on a fully diluted basis. As of December 31, 2019, 7,043 shares remain available to be issued under the 2018 Plan. Under the 2018 Plan, awards may be granted to employees, consultants, independent contractors, officers and directors or any affiliate of the Company as determined by the Board of Directors. The maximum term of any award granted under the 2018 shall be ten years from the date of grant, and the exercise price of any award shall not be less than the fair value of the Company’s stock on the date of grant, except that any incentive stock option granted under the 2018 Plan to a person owning more than 10% of the total combined voting power of the Company’s common stock must be exercisable at a price of no less than 110% of the fair market value per share on the date of grant. On October 5, 2018, GGH, as the sole stockholder of GGI, and the Board of Directors of GGI approved the Gaucho 2018 Equity Incentive Plan (the “2018 Gaucho Plan”). The 2018 Gaucho Plan provides for grants for the purchase of up to an aggregate of 8,000,000 shares of GGI’s common stock, including incentive and non-qualified stock options, restricted stock, performance awards and other stock-based awards. On December 18, 2018, the Company granted options for the purchase of 6,495,000 shares of GGI’s common stock. On August 5, 2019, the Company granted options for the purchase of 100,000 shares of GGI’s common stock. As of December 31, 2019, there are 1,405,000 shares of GGI’s common stock available to be issued under the 2018 Gaucho Plan. Series B Preferred Stock On February 28, 2017, the Company filed a Certificate of Designation with the Secretary of State of the state of Delaware, designating 902,670 shares of the Company’s preferred stock as Series B Convertible Preferred Stock (“Series B”) at a par value of $0.01 per share. The Series B shares were offered for sale to accredited investors pursuant to a private placement memorandum dated March 1, 2017. The offering ended on December 4, 2017. During the year ended December 31, 2018, the Company sold 775,931 shares of Series B at $10.00 per share for gross proceeds of $7,759,500 and issued 126,739 shares of Series B in connection with the conversion of certain convertible promissory notes (see Note 11 –Debt Obligations). The Series B stockholders are entitled to cumulative cash dividends at an annual rate of 8% of the Series B liquidation value (equal to face value of $10 per share), as defined, payable when, as and if declared by the Board of Directors. Cumulative dividends earned by the Series B stockholders were $721,057 and $724,108 during the years ended December 31, 2019 and 2018, respectively. During 2018, the Company’s Board of Directors declared dividends in the amount of $474,719. During 2018, the Company issued 378,193 shares of common stock valued at $0.70 per share, or $264,272, in satisfaction of certain dividends payable and paid cash dividends of $127,502. Dividends payable of $85,945 are included in other current liabilities at December 31, 2019 and 2018. Cumulative unpaid dividends in arrears related to the Series B totaled $1,264,361 and $546,355 as of December 31, 2019 and 2018, respectively. Each share of Series B stock is entitled the number of votes determined by dividing $10 by the fair market value of the Company’s common stock on the date that the Series B shares were issued, up to a maximum of ten votes per share of Series B stock. Each Series B share is convertible at the option of the holder into 10 shares of the Company’s common stock and is automatically converted into common stock upon the uplisting of the Company’s common stock to a national securities exchange. Pursuant to the amendment unanimously approved by the Board of Directors on March 29, 2020 and by the holders of a majority of the Series B stock on March 27, 2020, if the Series B has not automatically converted to common stock upon the uplisting of the Company’s common stock to a national exchange by December 31, 2020, the Company will redeem all then-outstanding Series B shares at a price equal to the liquidation value of $10 per share, plus all unpaid accrued and accumulated dividends. As a result of this redemption feature and the fact that the Series B shares contain a substantive conversion option, the Series B shares are classified as temporary equity. Common Stock During March 2018, the Company issued 116,284 shares of common stock at $0.70 per share to settle its 2017 obligation, (an aggregate of $81,399) representing the Company’s 401(k) matching contributions to the Company’s 401(k) profit-sharing plan. During the year ended December 31, 2018, the Company sold 1,890,993 shares of common stock at $0.70 per share for aggregate proceeds of $1,323,695. During the year ended December 31, 2018, the Company issued 378,193 shares of common stock in satisfaction of preferred stock dividends (see Series B Preferred Stock, above), and 1,285,517 shares of common stock in satisfaction of convertible debt obligations (see Note 11 – Debt Obligations). On March 13, 2019, the Company issued 181,185 shares of common stock at $0.35 per share to employees for the year ended December 31, 2018 of the 401(k) profit sharing plan. During the year ended December 31, 2019, the Company sold 13,173,428 shares of common stock at $0.35 per share for aggregate proceeds of $4,610,700. Between April 1, 2019 and June 30, 2019, the Company issued 83,587 shares of its common stock upon the conversion of 2017 Notes (see Note 11 – Debt Obligations). Between July 1, 2019 and August 30, 2019, the Company issued 144,882 shares of its common stock in satisfaction of debt obligations (see Note 11 – Debt Obligations). Treasury Stock On May 19, 2018, a former employee transferred 46,122 shares of the Company’s common stock to the Company, as payment of a $32,285 receivable from the former employee. Accumulated Other Comprehensive Loss For years ended December 31, 2019 and 2018, the Company recorded a gain of $710,386 and a loss of $(2,314,409), respectively, of foreign currency translation adjustments as accumulated other comprehensive loss, primarily related to fluctuations in the Argentine peso to United States dollar exchange rates (see Note 3 – Summary of Significant Accounting Policies, Highly Inflationary Status in Argentina). Warrants On July 23, 2019, pursuant to agreements with certain warrant holders, the Company canceled warrants for the purchase of 364,639 shares of common stock, with exercise prices between $2.00 and $2.50 per share, which includes warrants for the purchase of 151,383 shares of common stock held by the Company’s President and CEO. A summary of warrant activity during the years ended December 31, 2019 and 2018 is presented below: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Value Outstanding, December 31, 2017 1,465,296 $ 2.15 Issued - - Exercised - - Cancelled - - Expired (235,666 ) 2.30 Outstanding, December 31, 2018 1,229,630 2.15 Issued - - Exercised - - Cancelled (364,639 ) 2.12 Expired (298,249 ) 2.26 Outstanding, December 31, 2019 566,742 $ 2.11 1.2 $ - Exercisable, December 31, 2019 566,742 $ 2.11 1.2 $ - A summary of outstanding and exercisable warrants as of December 31, 2019 is presented below: Warrants Outstanding Warrants Exercisable Exercise Price Exercisable Into Outstanding Number of Warrants Weighted Average Remaining Life in Years Exercisable Number of Warrants $ 2.00 Common Stock 440,451 1.2 440,451 $ 2.50 Common Stock 126,291 1.2 126,291 Total 566,742 566,742 Stock Options On February 12, 2018, the Company granted five-year options for the purchase of 1,330,000 shares of the Company’s common stock under the 2016 Plan, to certain employees of the Company. The options had an exercise price of $0.77 per share and vest 25% at the first anniversary of the date of grant, with the remaining shares vesting ratably on a quarterly basis over the following three years. The options had an aggregate grant date fair value of $623,011, which will be recognized ratably over the vesting period. On September 20, 2018, the Company granted five-year options for the purchase of 1,500,000 shares of the Company’s common stock under the 2018 Plan, of which options for the purchase of 1,350,000 shares of the Company’s common stock were granted to certain employees of the Company and options for the purchase of 150,000 shares of the Company’s common stock were granted to consultants. The options had an exercise price of $0.539 per share and vest 25% at the first anniversary of date of grant, with the remaining shares vesting ratably on a quarterly basis over the following three years. The options had an aggregate grant date fair value of $253,023, which will be recognized ratably over the vesting period. On January 31, 2019, the Company granted five-year options for the purchase of 1,350,000 shares of the Company’s common stock under the 2018 Plan, of which options for the purchase of 1,100,000 shares of the Company’s common stock were granted to certain employees of the Company, options for the purchase of 100,000 shares of the Company’s common stock were granted to certain members of the Board of Directors and options for the purchase of 150,000 shares of the Company’s common stock were granted to consultants. The options had an exercise price of $0.385 per share and vest 25% at the first anniversary of date of grant, with the remaining shares vesting ratably on a quarterly basis over the following three years. The options had an aggregate grant date fair value of $200,092, which will be recognized ratably over the vesting period. Pursuant to agreements with certain option holders, on May 13, 2019, the Company canceled options for the purchase of 3,139,890 shares of common stock, which had been granted under the Company’s 2008 Equity Incentive Plan and were exercisable at prices between $2.20 and $2.48 per share, including options for the purchase of 2,109,890 shares of common stock held by the Company’s President & CEO, options for the purchase of 150,000 shares of common stock held by the Company’s CFO, and options for the purchase of 150,000 shares of common stock held by a member of the Company’s board of directors. On July 8, 2019, the Company granted options for the purchase of 3,139,890 shares of common stock at an exercise price of $0.385 per share to certain employees and consultants under the 2018 Stock Option Plan, which includes options for the purchase of 2,209,890 common shares granted to the Company’s President and CEO, options for the purchase of 155,000 common shares granted to the Company’s CFO, and options for the purchase of 150,000 shares granted to a member of the Company’s board of directors. The options vest 25% on the first anniversary of the date of grant with the remainder vesting quarterly over the next three years. The options had an aggregate grant date fair value of $398,199, which will be recognized ratably over the vesting period. The Company has computed the fair value of options granted using the Black-Scholes option pricing model. The weighted average grant date fair value per share of options granted by GGH during the years ended December 31, 2019 and 2018 was $0.10 and $0.32, respectively. Assumptions used in applying the Black-Scholes option pricing model during years ended December 31, 2019 and 2018, respectively, are as follows: For the Years Ended December 31, 2019 2018 Risk free interest rate 1.84 - 2.43 % 2.56 - 2.96 % Expected term (years) 3.6 - 5.0 3.6-5.0 Expected volatility 51.0 - 52.0 % 43.5 % Expected dividends 0.00 % 0.00 % Until September 23, 2016, there was no public trading market for the shares of GGH common stock underlying the Company’s 2001 Plan and 2008 Plan and 2016 Plan. Accordingly, the fair value of the GGH common stock was estimated by management based on observations of the cash sales prices of GGH equity securities. Forfeitures are estimated at the time of valuation and reduce expense ratably over the vesting period. This estimate will be adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from the previous estimate, when it is material. The expected term of options granted to consultants represents the contractual term, whereas the expected term of options granted to employees and directors was estimated based upon the “simplified” method for “plain-vanilla” options. Given that the Company’s shares were not publicly traded, the Company developed an expected volatility based on a review of the historical volatilities, over a period of time equivalent to the expected term of the options, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the options. The Company records forfeitures related to options as they occur. During the years ended December 31, 2019 and 2018, the Company recorded stock-based compensation expense of $432,187 and $716,249, respectively, related to stock option grants, which is reflected as general and administrative expenses (classified in the same manner as the grantees’ wage compensation) in the consolidated statements of operations. As of December 31, 2019, there was $1,143,412 of unrecognized stock-based compensation expense related to stock option grants that will be amortized over a weighted average period of 2.69 years. A summary of GGH stock options activity during the years ended December 31, 2019 and 2018 is presented below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Value Outstanding, January 1, 2018 9,234,265 $ 2.18 Granted 2,830,000 0.65 Exercised - - Expired (2,505,000 ) 2.49 Forfeited (60,000 ) 1.62 Outstanding, December 31, 2018 9,499,265 1.65 Granted 4,489,890 0.39 Exercised - - Expired (992,375 ) 2.38 Forfeited (3,446,140 ) 2.20 Outstanding, December 31, 2019 9,550,640 $ 0.78 3.5 $ - Exercisable, December 31, 2019 2,827,029 $ 1.43 2.4 $ - The following table presents information related to GGH stock options as of December 31, 2019: Options Outstanding Options Exercisable Exercise Price Outstanding Number of Options Weighted Average Remaining Life in Years Exercisable Number of Options $ 0.39 4,439,890 - - $ 0.54 1,500,000 3.7 468,753 $ 0.77 1,320,000 3.1 577,506 $ 1.10 1,038,750 2.9 528,770 $ 2.20 1,242,000 1.4 1,242,000 $ 3.30 10,000 0.4 10,000 9,550,640 2.4 2,827,029 Gaucho Group, Inc. Stock Options During 2018, GGI granted options for the purchase of 6,495,000 shares of common stock of GGI (“2018 GGI Options”) at an exercise price of $0.14 to certain employees under GGI’s 2018 Stock Option Plan. The 2018 GGI options vest 25% on the first anniversary of the date of grant with the remainder vesting quarterly over the next three years. The GGI Options had a grant date value of $197,768, calculated using the Black Scholes option price model with the valuation assumptions used: risk free interest rate – 2.65%, expected term – 3.75 years, expected volatility – 32%, expected dividends – 0%. On August 5, 2019, GGI granted options for the purchase of 100,000 shares of common stock of GGI (“2019 GGI Options”) at an exercise price of $0.55 per share to an advisor under GGI’s 2018 Stock Option Plan. The GGI options vest 25% on the first anniversary of the date of grant with the remainder vesting quarterly over the next three years. The GGI Options had a grant date value of $6,280, calculated using the Black Scholes option price model with the valuation assumptions used: risk free interest rate – 1.81%, expected term – 3.75 years, expected volatility – 32%, expected dividends – 0%. As of December 31, 2019, there are options for the purchase of 6,595,000 shares of GGI common stock outstanding under the 2018 Gaucho Plan, with a weighted average remaining term of 4.0 years. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 17. COMMITMENTS AND CONTINGENCIES Legal Matters The Company is involved in litigation and arbitrations from time to time in the ordinary course of business. After consulting with legal counsel, the Company does not believe that the outcome of any such pending or threatened litigation will have a material adverse effect on its financial condition or results of operations. However, as is inherent in legal proceedings, there is a risk that an unpredictable decision adverse to the Company could be reached. The Company records legal costs associated with loss contingencies as incurred. Settlements are accrued when, and if, they become probable and estimable. Employment Agreement On September 28, 2015, we entered into an employment agreement with Scott Mathis, our CEO (the “Employment Agreement”). Among other things, the agreement provides for a three-year term of employment at an annual salary of $401,700 (subject to a 3% cost-of-living adjustment per year), bonus eligibility, paid vacation and specified business expense reimbursements. The agreement sets limits on Mr. Mathis’ annual sales of GGH common stock. Mr. Mathis is subject to a covenant not to compete during the term of the agreement and following his termination for any reason, for a period of twelve months. Upon a change of control (as defined by the agreement), all of Mr. Mathis’ outstanding equity-based awards will vest in full and his employment term resets to two years from the date of the change of control. Following Mr. Mathis’s termination for any reason, Mr. Mathis is prohibited from soliciting Company clients or employees for one year and disclosing any confidential information of GGH for a period of two years. The agreement may be terminated by the Company for cause or by the CEO for good reason, in accordance with the terms of the agreement. On September 20, 2018, the Board of Directors extended the Employment Agreement on the same terms for a period of 120 days. On January 31, 2019, the Board of Directors of the Company extended the Employment Agreement through April 30, 2019, and on December 27, 2019, the Board of Directors extended the Employment Agreement through February 29, 2020. On February 19, 2020, the Board of Directors extended the Employment Agreement through May 31, 2020. Importer Agreement The Company entered into an agreement (the “Importer Agreement”) with an importer (the “Importer”) effective June 1, 2016, pursuant to which the Company has engaged the Importer as its sole and exclusive importer, distributor and marketing agent of wine in the United States for certain minimum sales quantities at prices mutually agreed upon by the Company and the Importer. The Importer Agreement terminates on December 31, 2020 and is automatically renewable for an indefinite number of successive three-year terms, unless terminated by the Company or the Importer for cause, as defined in the Importer Agreement. Lease Commitments The Company leases one corporate office through an operating lease agreement. The Company has an obligation for its corporate office located in New York, New York, which expires August 31, 2020. As of December 31, 2019, the lease had a remaining term of approximately 0.7 years. Over the duration of the lease, payments will escalate 3% every year. As of December 31, 2019, the Company had no leases that were classified as a financing lease. As of December 31, 2019, the Company did not have additional operating and financing leases that have not yet commenced. Total operating lease expense for this property was $232,471 and $211,271 for the years ended December 31, 2019 and 2018, respectively, net of expense allocation to affiliates (see Note 14 – Related Party Transactions – Expense Sharing). Supplemental cash flow information related to leases was as follows: Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 240,375 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 361,020 Weighted Average Remaining Lease Term: Operating leases 0.67 years Weighted Average Discount Rate: Operating leases 8.0 % Future minimum payments on this operating lease are as follows: For the Years Ending December 31, Amount 2020 $ 163,424 Total $ 163,424 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. SUBSEQUENT EVENTS Foreign Currency Exchange Rates The Argentine Peso to United States Dollar exchange rate was 64.2441, 59.8979 and 37.5690 at March 27, 2020, December 31, 2019 and December 31, 2018, respectively. The British pound to United States dollar exchange rate was 0.8126, 0.7541 and 0.7851 at March 27, 2020, December 31, 2019 and December 31, 2018, respectively. Convertible Notes On February 17, 2020, the Board of Directors approved the offer and sale of a series of unsecured convertible promissory notes (the “Convertible Notes”) in an amount up to $1,500,000 to accredited investors with a substantive pre-existing relationship with the Company, in a private placement. The Convertible Notes each have the same terms with a maturity date of December 31, 2020 (the “Maturity Date”) and mandatory conversion into common stock of the Company registered under the Securities Act of 1933, as amended (the “Securities Act”) with a 15% discount price to the offer and sale of the Company’s common shares upon a registered offering and uplist to Nasdaq (the “Mandatory Conversion”). At any time before the Mandatory Conversion but no later than the Maturity Date, holders of the Convertible Notes will have the right to convert the total principal amount of the Convertible Notes, together with all accrued and unpaid interest thereon into shares of unregistered common stock of the Company at the closing price of the Company’s stock as quoted on the over-the-counter market as of the trading day prior to receipt of the notice to convert. Between February 20, 2020 and March 30, 2020, the Company sold Convertible Notes in an aggregate amount of $625,000 to accredited investors who are all stockholders of the Company. Formation of Subsidiary On March 20, 2020, the Company formed a wholly-owned subsidiary, Bacchus Collection, Inc., which is still in the concept stage and is not yet operational. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include all of the accounts of Gaucho Group Holdings, Inc. and its consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. |
Non-Controlling Interest | Non-Controlling Interest As a result of the conversion of certain convertible debt into shares of GGI common stock, GGI investors obtained a 21% ownership interest in GGI, which is recorded as a non-controlling interest. The profits and losses of GGI are allocated between the controlling interest and the non-controlling interest in the same proportions as their membership interest. (See Note 11 – Debt Obligations) |
Use of Estimates | Use of Estimates To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, the Company must make estimates and assumptions. These estimates and assumptions affect the reported amounts in the financial statements, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates and assumptions of the Company include the valuation of equity instruments, the value of right-of-use assets and related lease liabilities, the useful lives of property and equipment and reserves associated with the realizability of certain assets. |
Highly Inflationary Status in Argentina | Highly Inflationary Status in Argentina The International Practices Task Force (“IPTF”) of the Center for Audit Quality discussed the inflationary status of Argentina at its meeting on May 16, 2018 and categorized Argentina as a country with a projected three-year cumulative inflation rate greater than 100%. Therefore, the Company has transitioned its Argentine operations to highly inflationary status as of July 1, 2018. For operations in highly inflationary economies, monetary asset and liabilities are translated at exchange rates in effect at the balance sheet date, and non-monetary assets and liabilities are translated at historical exchange rates. Under highly inflationary accounting, the Company’s Argentina subsidiaries’ functional currency became the United States dollar. Nonmonetary assets and liabilities existing on July 1, 2018 (the date that the Company adopted highly inflation accounting) were translated using the Argentina Peso to United States Dollar exchange rate in effect on June 30, 2018, which was 28.880. Since the adoption of highly inflationary accounting, activity in nonmonetary assets and liabilities is translated using historical exchange rates, monetary assets and liabilities are translated at using the exchange rate at the balance sheet date, and income and expense accounts are translated at the weighted average exchange rate in effect during the period. Translation adjustments are reflected in income (loss) on foreign currency translation on the accompanying statements of operations. During the years ended December 31, 2019 and 2018, the Company recorded gains on foreign currency transactions of $101,732 and $187,660, respectively, as a result of the net monetary liability position of its Argentine subsidiaries. |
Foreign Currency Translation | Foreign Currency Translation The Company’s functional and reporting currency is the United States dollar. The functional currencies of the Company’s operating subsidiaries are their local currencies (United States dollar, Argentine peso and British pound) except for the Company’s Argentine subsidiaries since July 1, 2018, as described above. Prior to the transition of Argentine operations to highly inflationary status on July 1, 2018, these foreign subsidiaries translated assets and liabilities from their local currencies to U.S. dollars using period end exchange rates while income and expense accounts were translated at the average rates in effect during the during the period. The resulting translation adjustment is recorded as part of other comprehensive loss, a component of stockholders’ deficit. The Company engages in foreign currency denominated transactions with customers and suppliers, as well as between subsidiaries with different functional currencies. Gains and losses resulting from transactions denominated in non-functional currencies are recognized in earnings. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the change in equity of a business during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. The guidance requires other comprehensive loss to include foreign currency translation adjustments. |
Accounts Receivable | Accounts Receivable Accounts receivable primarily represent receivables from hotel guests who occupy rooms and wine sales to commercial customers. The Company provides an allowance for doubtful accounts when it determines that it is more likely than not a specific account will not be collected. Bad debt expense for the years ended December 31, 2019 and 2018 was $126,157 and $367, respectively. Write-offs of accounts receivable for the years ended December 31, 2019 and 2018 were $516 and $422, respectively. |
Inventory | Inventory Inventories are comprised primarily of vineyard in process, wine in process, finished wine, food and beverage items, plus luxury clothes and accessories which are stated at the lower of cost or net realizable value (which is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation), with cost being determined on the first-in, first-out method. Costs associated with winemaking, and other costs associated with the creation of products for resale, are recorded as inventory. Costs of producing samples for marketing purposes are expensed as incurred and are included in selling and marketing expense on the accompanying statements of operations. Vineyard in process represents the monthly capitalization of farming expenses (including farming labor costs, usage of farming supplies and depreciation of the vineyard and farming equipment) associated with the growing of grape, olive and other fruits during the farming year which culminates with the February/March harvest. Wine in process represents the capitalization of costs during the winemaking process (including the transfer of grape costs from vineyard in process, winemaking labor costs and depreciation of winemaking fixed assets, including tanks, barrels, equipment, tools and the winemaking building). Finished wines represents wine available for sale and includes the transfer of costs from wine in process once the wine is bottled and labeled. Other inventory consists of olives, other fruits, golf equipment and restaurant food. In accordance with general practice within the wine industry, wine inventories are included in current assets, although a portion of such inventories may be aged for periods longer than one year. The Company carries inventory at the lower of cost or net realizable value in accordance with ASC 330 “Inventory” and reduces the carrying value of inventories that are obsolete or in excess of estimated usage to estimated net realizable value. The Company’s estimates of net realizable value are based on analyses and assumptions including, but not limited to, historical usage, future demand and market requirements. The Company records an allowance for excess, slow moving, and obsolete inventory, calculated as the difference between the cost of inventory and net realizable value. Inventory allowances are charged to cost of sales and establish a lower cost basis for the inventory. If future demand and/or pricing for the Company’s products are less than previously estimated, then the carrying value of the inventories may be required to be reduced, resulting in additional expense and reduced profitability. During the year ended December 31, 2019, the Company recorded $193,564 of write-down related to obsolete and excess inventory. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation using the straight-line method over their estimated useful lives. Leasehold improvements are amortized over the lesser of (a) the useful life of the asset; or (b) the remaining lease term. The estimated useful lives of property and equipment are as follows: Buildings 10 - 30 years Furniture and fixtures 3 - 10 years Vineyards 7 - 20 years Machinery and equipment 3 - 20 years Leasehold improvements 3 - 5 years Computer hardware and software 3 - 5 years The Company capitalizes internal vineyard improvement costs when developing new vineyards or replacing or improving existing vineyards. These costs consist primarily of the costs of the vines and expenditures related to labor and materials to prepare the land and construct vine trellises. Expenditures for repairs and maintenance are charged to operating expense as incurred. The cost of properties sold or otherwise disposed of and the related accumulated depreciation are eliminated from the accounts at the time of disposal and resulting gains and losses are included as a component of operating income. Real estate development consists of costs incurred to ready the land for sale, including primarily costs of infrastructure as well as master plan development and associated professional fees. Such costs are allocated to individual lots proportionately based on square meters and those allocated costs will be derecognized upon the sale of individual lots. Given that they are not placed in service until they are sold, capitalized real estate development costs are not depreciated. Land is an inexhaustible asset and is not depreciated. |
Real Estate Lots Held for Sale | Real Estate Lots Held for Sale As the development of a real estate lot is completed and the lot becomes available for immediate sale in its present condition, the lot is marketed for sale and is included in real estate lots held for sale on the Company’s balance sheet. Real estate lots held for sale are reported at the lower of carrying value or fair value less cost to sell. If the carrying value of a real estate lot held for sale exceeds its fair value less estimated selling costs, an impairment charge is recorded. The Company did not record any impairment charge in connection with real estate lots held for sale during the years ended December 31, 2019 or 2018. |
Convertible Debt | Convertible Debt The Company records a beneficial conversion feature (“BCF”) related to the issuance of notes which are convertible at a price that is below the market value of the Company’s stock when the note is issued. The intrinsic value of the BCF is recorded as debt discount which is amortized to interest expense over the life of the respective note using the effective interest method. Beneficial conversion features that are contingent upon the occurrence of a future event are recorded when the contingency is resolved. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with FASB ASC 815 “Derivatives and Hedging” (“ASC 815”). Embedded derivatives are valued separately from the host instrument and are recognized as derivative liabilities in the Company’s balance sheet. Fair value accounting requires measurement of embedded derivatives at fair value. Changes in the fair value of derivative instruments are recognized in results of operation during the period of change. |
Sequencing Policy | Sequencing Policy Under ASC 815-40-35 (“ASC 815”), the Company has adopted a sequencing policy, whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares as a result of certain securities with a potentially indeterminable number of shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares. Pursuant to ASC 815, issuances of securities granted as compensation in a share-based payment arrangement are not subject to the sequencing policy. |
Stock-based Compensation | Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award on the date of grant. The fair value amount of the shares expected to ultimately vest is then recognized over the period for which services are required to be provided in exchange for the award, usually the vesting period. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period that the estimates are revised. The Company accounts for forfeitures as they occur. |
Concentrations | Concentrations The Company maintains cash with major financial institutions. Cash held in US bank institutions is currently insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 at each institution. No similar insurance or guarantee exists for cash held in Argentina bank accounts. There were aggregate uninsured cash balances of $29,027 and $48,929 at December 31, 2019 and 2018, respectively, which represents cash held in Argentine bank accounts. |
Foreign Operations | Foreign Operations The following summarizes key financial metrics associated with the Company’s continuing operations (these financial metrics are immaterial for the Company’s operations in the United Kingdom): As of December 31, 2019 2018 Assets - Argentina $ 5,020,787 $ 5,151,626 Assets - U.S. 899,573 495,865 Total Assets $ 5,920,360 $ 5,647,491 Liabilities - Argentina $ 2,373,203 $ 4,440,345 Liabilities - U.S. 3,547,731 2,277,569 Total Liabilities $ 5,920,934 $ 6,717,914 For the Years Ended December 31, 2019 2018 Revenues - Argentina $ 1,272,772 $ 3,099,608 Revenues - U.S. 11,665 - Total Revenues $ 1,284,437 $ 3,099,608 Net loss - Argentina $ (1,559,766 ) $ (499,101 ) Net loss - U.S. (5,397,049 ) (5,179,317 ) Total Net Loss $ (6,956,815 ) $ (5,678,418 ) |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets When circumstances, such as adverse market conditions, indicate that the carrying value of a long-lived asset may be impaired, the Company performs an analysis to review the recoverability of the asset’s carrying value, which includes estimating the undiscounted cash flows (excluding interest charges) from the expected future operations of the asset. These estimates consider factors such as expected future operating income, operating trends and prospects, as well as the effects of demand, competition and other factors. If the analysis indicates that the carrying value is not recoverable from future cash flows, an impairment loss is recognized to the extent that the carrying value exceeds the estimated fair value. Any impairment losses are recorded as operating expenses, which reduce net income. There were no impairments of long-lived assets for the years ended December 31, 2019 and 2018, respectively. |
Segment Information | Segment Information The FASB has established standards for reporting information on operating segments of an enterprise in interim and annual financial statements. The Company currently operates in three segments which are the (i) business of real estate development and manufacture, (ii) the sale of high-end fashion and accessories through an e-commerce platform and (iii) its corporate operations. This classification is consistent with how the Company’s chief operating decision maker makes decisions about resource allocation and assesses the Company's performance. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. ASC Topic 606 provides a single comprehensive model to use in accounting for revenue arising from contracts with customers, and gains and losses arising from transfers of non-financial assets including sales of property and equipment, real estate, and intangible assets. The Company adopted ASC Topic 606 on January 1, 2018 for all applicable contracts using the modified retrospective method, which would have required a cumulative-effect adjustment, if any, as of the date of adoption. The adoption of ASC Topic 606 did not have a material impact on the Company’s consolidated financial statements as of the date of adoption, and therefore a cumulative-effect adjustment was not required. The Company earns revenues from the sale of real estate lots and sales of food and wine as well as hospitality, food & beverage, other related services, and from the sale of clothing and accessories. The Company recognizes revenue when goods or services are transferred to customers in an amount that reflects the consideration which it expects to receive in exchange for those goods or services. In determining when and how revenue is recognized from contracts with customers, the Company performs the following five-step analysis: (i) identification of contract with customer; (ii) determination of performance obligations; (iii) measurement of the transaction price; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The following table summarizes the revenue recognized in the Company’s consolidated statements of operations: For the Years Ended December 31, 2019 2018 Real estate sales $ - $ 1,467,714 Hotel rooms and events 740,284 882,213 Restaurants 169,600 277,652 Winemaking 180,692 315,741 Golf, tennis and other 182,196 156,288 Clothes and accessories 11,665 - Total revenues $ 1,284,437 $ 3,099,608 Revenue from real estate lot sales is recorded when the lot is deeded, and legal ownership of the lot is transferred to the customer. To date, twenty-five lots have been sold. During 2018, the Company closed on the sale of all 25 lots and recorded revenue of $1,468,000. Revenue from the sale of food, wine, agricultural products, clothes and accessories is recorded when the customer obtains control of the goods purchased. Revenues from hospitality and other services are recognized as earned at the point in time that the related service is rendered, and the performance obligation has been satisfied. Revenues from gift card sales are recognized when the card is redeemed by the customer. The Company does not recognize revenue for the portion of gift card values that is not expected to be redeemed ("breakage") due to the lack of historical data. The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. Deferred revenues associated with real estate lot sale deposits are recognized as revenues (along with any outstanding balance) when the lot sale closes, and the deed is provided to the purchaser. Other deferred revenues primarily consist of deposits accepted by the Company in connection with agreements to sell barrels of wine, advance deposits received for grapes and other agricultural products, and hotel deposits. Wine barrel and agricultural product advance deposits are recognized as revenues (along with any outstanding balance) when the product is shipped to the purchaser. Hotel deposits are recognized as revenue upon occupancy of rooms, or the provision of services. During the year ended December 31, 2019 the Company did not recognized any revenue related to the sale of real estate lots which was included in deferred revenues as of December 31, 2018. For the year ended December 31, 2019, the Company did not recognize any revenue related to performance obligations satisfied in previous periods. Contracts related to the sale of wine, agricultural products and hotel services have an original expected length of less than one year. The Company has elected not to disclose information about remaining performance obligations pertaining to contracts with an original expected length of one year or less, as permitted under the guidance. As of December 31, 2019 and 2018, the Company had deferred revenue of $838,471 and $995,327, respectively, associated with real estate lot sale deposits and had $61,449 and $43,165, respectively, of deferred revenue related to hotel deposits. Sales taxes and value added (“VAT”) taxes collected from customers and remitted to governmental authorities are presented on a net basis within revenues in the consolidated statements of operations. |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to the asset and liability method of accounting for income taxes pursuant to FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for taxable temporary differences and operating loss carry forwards. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. |
Net Loss Per Common Share | Net Loss per Common Share Basic loss per common share is computed by dividing net loss attributable to GGH common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding, plus the impact of common shares, if dilutive, resulting from the exercise of outstanding stock options and warrants and the conversion of convertible instruments. The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: For the Years Ended December 31, 2019 2018 Options 9,550,640 9,499,265 Warrants 566,742 1,229,630 Series B convertible preferred stock 9,026,700 9,026,700 Convertible debt - 4,631,356 Total potentially dilutive shares 19,144,082 24,386,951 |
Operating Leases | Operating Leases In February 2016, the FASB issued a new standard related to leases to increase transparency and comparability among organizations by requiring the recognition of operating lease right-of-use (“ROU”) assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The Company is also required to recognize and measure new leases at the adoption date and recognize a cumulative-effect adjustment in the period of adoption using a modified retrospective approach, with certain practical expedients available. The Company adopted Accounting Standards Codification (“ASC”) 842, “Leases” (“ASC 842”) effective January 1, 2019 and elected to apply the available practical expedients and implemented internal controls and key system functionality to enable the preparation of financial information on adoption. ASC 842 requires the Company to make significant judgments and estimates. As a result, the Company implemented changes to its internal controls related to lease evaluation. These changes include updated accounting policies affected by ASC 842 as well as redesigned internal controls over financial reporting related to ASC 842 implementation. Additionally, the Company has expanded data gathering procedures to comply with the additional disclosure requirements and ongoing contract review requirements. The standard had an impact on the Company’s consolidated balance sheets but did not have an impact on the Company’s consolidated statements of operations or consolidated statements of cash flows upon adoption. The most significant impact was the recognition of ROU assets and lease liabilities of $361,020, respectively, for operating leases, while the Company’s accounting for finance leases remained substantially unchanged. The adoption of ASC 842 did not have a material impact on the Company’s results of operations or cash flows in the current year and prior year comparative periods and as a result, a cumulative-effect adjustment was not required. |
Advertising | Advertising Advertising costs are expensed as incurred. Advertising expense for the years ended December 31, 2019 and 2018 was $319,919 and $156,006, respectively. |
New Accounting Pronouncements | New Accounting Pronouncements In July 2018, the FASB issued ASU No. 2018-09, “Codification Improvements” (“ASU 2018-09”). ASU 2018-09 provides amendments to a wide variety of topics in the FASB’s Accounting Standards Codification, which applies to all reporting entities within the scope of the affected accounting guidance. The transition and effective date guidance are based on the facts and circumstances of each amendment. Some of the amendments in ASU 2018-09 do not require transition guidance and were effective upon issuance of ASU 2018-09. However, many of the amendments do have transition guidance with effective dates for annual periods beginning after December 15, 2018. The Company adopted ASU 2018-09 effective January 1, 2019. ASU 2018-09 did not have a material effect on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement - Disclosure Framework (Topic 820). The updated guidance improves the disclosure requirements on fair value measurements. The updated guidance if effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for any removed or modified disclosures. The Company is currently assessing the impact of adopting the updated provisions. In March 2019, the FASB issued ASU 2019-01, “Leases (Topic 842): Codification Improvements” (“Topic 842”) (“ASU 2019-01”). These amendments align the guidance for fair value of the underlying asset by lessors that are not manufacturers or dealers in Topic 842 with that of existing guidance. As a result, the fair value of the underlying asset at lease commencement is its cost, reflecting any volume or trade discounts that may apply. However, if there has been a significant lapse of time between when the underlying asset is acquired and when the lease commences, the definition of fair value (in Topic 820, Fair Value Measurement) should be applied. (Issue 1). The ASU also requires lessors within the scope of Topic 942, Financial Services—Depository and Lending, to present all “principal payments received under leases” within investing activities. (Issue 2). Finally, the ASU exempts both lessees and lessors from having to provide certain interim disclosures in the fiscal year in which a company adopts the new leases standard. (Issue 3). The transition and effective date provisions apply to Issue 1 and Issue 2. They do not apply to Issue 3 because the amendments for that Issue are to the original transition requirements in Topic 842. ASU 2019-01 will become effective for the Company for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021; early adoption is still permitted for interim and annual reporting periods beginning after December 15, 2018. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (i.e., modified retrospective approach). The Company is currently evaluating ASU 2019-01 and its impact on its consolidated financial statements and financial statement disclosures. In July 2019, the FASB issued ASU 2019-07, “Codification Updates to SEC Sections — Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization and Miscellaneous Updates (SEC Update)” (“ASU 2019-07”). ASU 2019-07 aligns the guidance in various SEC sections of the Codification with the requirements of certain SEC final rules. ASU 2019-07 is effective immediately. The adoption of ASU 2019-07 did not have a material impact on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted, including adoption in an interim period. The Company is evaluating the effect of adopting this new accounting guidance. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Plant and Equipment, Useful Life | The estimated useful lives of property and equipment are as follows: Buildings 10 - 30 years Furniture and fixtures 3 - 10 years Vineyards 7 - 20 years Machinery and equipment 3 - 20 years Leasehold improvements 3 - 5 years Computer hardware and software 3 - 5 years |
Schedule of Long-lived Assets by Geographic Areas | The following summarizes key financial metrics associated with the Company’s continuing operations (these financial metrics are immaterial for the Company’s operations in the United Kingdom): As of December 31, 2019 2018 Assets - Argentina $ 5,020,787 $ 5,151,626 Assets - U.S. 899,573 495,865 Total Assets $ 5,920,360 $ 5,647,491 Liabilities - Argentina $ 2,373,203 $ 4,440,345 Liabilities - U.S. 3,547,731 2,277,569 Total Liabilities $ 5,920,934 $ 6,717,914 |
Schedule of Revenue from External Customers by Geographic Areas | For the Years Ended December 31, 2019 2018 Revenues - Argentina $ 1,272,772 $ 3,099,608 Revenues - U.S. 11,665 - Total Revenues $ 1,284,437 $ 3,099,608 Net loss - Argentina $ (1,559,766 ) $ (499,101 ) Net loss - U.S. (5,397,049 ) (5,179,317 ) Total Net Loss $ (6,956,815 ) $ (5,678,418 ) |
Schedule of Revenue Recognized Multiple-Deliverable Arrangements | The following table summarizes the revenue recognized in the Company’s consolidated statements of operations: For the Years Ended December 31, 2019 2018 Real estate sales $ - $ 1,467,714 Hotel rooms and events 740,284 882,213 Restaurants 169,600 277,652 Winemaking 180,692 315,741 Golf, tennis and other 182,196 156,288 Clothes and accessories 11,665 - Total revenues $ 1,284,437 $ 3,099,608 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: For the Years Ended December 31, 2019 2018 Options 9,550,640 9,499,265 Warrants 566,742 1,229,630 Series B convertible preferred stock 9,026,700 9,026,700 Convertible debt - 4,631,356 Total potentially dilutive shares 19,144,082 24,386,951 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory at December 31, 2019 and 2018 is comprised of the following: December 31, 2019 2018 Vineyard in process $ 304,067 $ 232,436 Wine in process 539,380 747,862 Finished wine 23,467 11,003 Clothes and accessories 224,965 - Other 71,381 42,594 Total $ 1,163,260 $ 1,033,895 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property and equipment consist of the following: December 31, 2019 2018 Buildings and improvements $ 2,026,657 $ 1,971,057 Real estate development 669,167 587,481 Land 522,225 522,225 Furniture and fixtures 347,819 337,048 Vineyards 199,816 200,217 Machinery and equipment 487,618 492,205 Leasehold improvements 164,375 164,375 Computer hardware and software 231,228 216,082 4,648,905 4,490,690 Less: Accumulated depreciation and amortization (1,734,190 ) (1,518,326 ) Property and equipment, net $ 2,914,715 $ 2,972,364 |
Investments and Fair Value of_2
Investments and Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Investments at Fair Value | Investments at Fair Value: As of December 31, 2019 Level 1 Level 2 Level 3 Total Warrants - Affiliates $ - $ - $ 3,470 $ 3,470 Government Bond 74,485 - - 74,485 As of December 31, 2018 Level 1 Level 2 Level 3 Total Warrants - Affiliates $ - $ - $ 7,840 $ 7,840 |
Schedule of Fair Value, Assets Measured on Recurring Basis | A reconciliation of Level 3 assets is as follows: Warrants Balance - January 1, 2018 $ 26,401 Unrealized loss (18,561 ) Balance - December 31, 2018 7,840 Unrealized loss (4,370 ) Balance - December 31, 2019 $ 3,470 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses are comprised of the following: December 31, 2019 2018 Accrued compensation and payroll taxes $ 210,900 $ 149,019 Accrued taxes payable - Argentina 170,873 292,535 Accrued interest 484,026 404,239 Other accrued expenses 256,546 339,574 Accrued expenses, current 1,122,345 1,185,367 Accrued payroll tax obligations, non-current 86,398 57,786 Total accrued expenses $ 1,208,743 $ 1,243,153 |
Deferred Revenues (Tables)
Deferred Revenues (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Deferred Revenues | Deferred revenues are comprised of the following: December 31, 2019 2018 Real estate lot sales deposits $ 838,471 $ 995,327 Other 61,449 43,165 Total $ 899,920 $ 1,038,492 |
Loans Payable (Tables)
Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Loans Payable | The Company’s loans payable are summarized below: December 31, 2019 December 31, 2018 Gross Debt Discount Loans Debt Gross Debt Discount Loans Payable, Demand Loan $ 6,678 $ - $ 6,678 $ 10,647 $ - $ 10,647 2018 Loan 352,395 - 352,395 464,739 - 464,739 2017 Loan 67,491 - 67,491 168,609 - 168,609 Land Loan 468,500 (16,762 ) 451,738 500,000 (38,098 ) 461,902 Total Loans Payable 895,064 (16,762 ) 878,302 1,143,995 (38,098 ) 1,105,897 Less: current portion 795,064 (13,345 ) 781,719 893,995 (22,889 ) 871,106 Loans Payable, $ 100,000 $ (3,417 ) $ 96,583 $ 250,000 $ (15,209 ) $ 234,791 |
Schedule of Future Minimum Principal Payments of Loans Payable | Future minimum principal payments under the loans payable are as follows: Total Years ending December 31, Payment 2020 $ 795,064 2021 100,000 $ 895,064 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Obligations | The Company’s debt obligations as of December 31, 2019 and 2018 are summarized below: December 31, 2019 December 31, 2018 Principal Interest [1] Total Principal Interest [1] Total 2010 Debt Obligations $ - $ 305,294 $ 305,294 $ - $ 279,735 $ 279,735 2017 Notes 1,170,354 167,341 1,337,695 1,251,854 75,013 1,326,867 Gaucho Notes 100,000 6,260 106,260 1,480,800 18,787 1,499,587 Total Debt Obligations $ 1,270,354 $ 478,895 $ 1,749,249 $ 2,732,654 $ 373,535 $ 3,106,189 [1] Accrued interest is included as a component of accrued expenses on the accompanying consolidated balance sheets (see Note 8 – Accrued Expenses). |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Before Income Tax, Domestic and Foreign | United States and international components of income before income taxes were as follows: For The Years Ended December 31, 2019 2018 United States $ (5,397,049 ) $ (5,171,150 ) International (1,559,766 ) (507,269 ) Income before income taxes $ (6,956,815 ) $ (5,678,419 ) |
Schedule of Components of Income Tax Provision (Benefit) | The income tax provision (benefit) consisted of the following: For The Years Ended December 31, 2019 2018 Federal Current $ - $ - Deferred (745,677 ) (979,625 ) State and local Current - - Deferred 425,387 1,839,145 Foreign Current - - Deferred 326,017 1,590 5,727 861,109 Change in valuation allowance (5,727 ) (861,109 ) Income tax provision (benefit) $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation | For the years ended December 31, 2019 and 2018, the expected tax expense (benefit) based on the statutory rate is reconciled with the actual tax expense (benefit) as follows: For The Years Ended December 31, 2019 2018 U.S. federal statutory rate (21.0 )% (21.0 )% State taxes, net of federal benefit (0.1 )% (3.1 )% Permanent differences 0.7 % 0.7 % Write-off of deferred tax assets 18.9 % 3.9 % Prior period adjustments 2.4 % 33.4 % Other (0.9 )% 1.3 % Change in valuation allowance (0.1 )% (15.2 )% Income tax provision (benefit) 0.0 % 0.0 % |
Schedule of Deferred Tax Assets | As of December 31, 2019 and 2018, the Company’s deferred tax assets consisted of the effects of temporary differences attributable to the following: December 31, 2019 2018 Net operating loss $ 19,732,170 $ 18,734,230 Stock based compensation 349,027 1,120,521 Argentine tax credits 109,610 433,407 Accruals and other 37,144 4,991 Receivable allowances 469,017 415,662 Total deferred tax assets 20,696,968 20,708,810 Valuation allowance (20,695,788 ) (20,701,515 ) Deferred tax assets, net of valuation allowance 1,180 7,295 Excess of book over tax basis of warrants (1,180 ) (7,295 ) Net deferred tax assets $ - $ - |
Segment Data (Tables)
Segment Data (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | The Company has recast its financial information and disclosures for the prior period to reflect the segment disclosures as if the current presentation had been in effect throughout all periods presented. The following tables present segment information for the year ended December 31, 2019 and 2018: For the Year ended December 31, 2019 For the Year ended December 31, 2018 Real Estate Development Fashion (e-commerce) Corporate (1) TOTAL Real Estate Development Fashion (e-commerce) Corporate (1) TOTAL Revenues $ 1,272,772 $ 11,665 $ - $ 1,284,437 $ 3,099,608 $ - $ - $ 3,099,608 Revenues from Foreign Operations $ 1,272,772 $ - $ - $ 1,272,772 $ 3,099,608 $ - $ - $ 3,099,608 Depreciation and Amortization $ 146,398 $ 1,901 $ 48,139 $ 196,438 $ 133,251 $ - $ 38,498 $ 171,749 Loss from Operations $ (1,469,438 ) $ (1,230,285 ) $ (3,998,411 ) $ (6,698,134 ) $ 349,252 $ (767,006 ) $ (4,837,027 ) $ (5,254,781 ) Interest Expense, net $ 192,060 $ 47,034 $ 121,319 $ 360,413 $ 252,898 $ 18,786 $ 339,613 $ 611,297 Net Loss $ (1,559,766 ) $ (1,277,319 ) $ (4,119,730 ) $ (6,956,815 ) $ 284,014 $ (785,792 ) $ (5,176,640 ) $ (5,678,418 ) Capital Expenditures $ 129,325 $ 9,946 $ - $ 139,271 $ 237,222 $ - $ 54,991 $ 292,213 Total Property and Equipment, net $ 2,866,861 $ 8,044 $ 39,810 $ 2,914,715 $ 2,884,415 $ - $ 87,949 $ 2,972,364 Total Property and Equipment, net in Foreign Countries $ 2,866,861 $ - $ - $ 2,866,861 $ 2,884,415 $ - $ - $ 2,884,415 Total Assets $ 5,020,788 $ 286,658 $ 612,914 $ 5,920,360 $ 5,132,705 $ 18,921 $ 495,865 $ 5,647,491 (1) - Unallocated corporate assets not directly attributable to any one of the business segments. |
Temporary Equity and Stockhol_2
Temporary Equity and Stockholders' Deficiency (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Summary of Warrants Activity | A summary of warrant activity during the years ended December 31, 2019 and 2018 is presented below: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Value Outstanding, December 31, 2017 1,465,296 $ 2.15 Issued - - Exercised - - Cancelled - - Expired (235,666 ) 2.30 Outstanding, December 31, 2018 1,229,630 2.15 Issued - - Exercised - - Cancelled (364,639 ) 2.12 Expired (298,249 ) 2.26 Outstanding, December 31, 2019 566,742 $ 2.11 1.2 $ - Exercisable, December 31, 2019 566,742 $ 2.11 1.2 $ - |
Schedule of Warrants Outstanding and Exercisable | A summary of outstanding and exercisable warrants as of December 31, 2019 is presented below: Warrants Outstanding Warrants Exercisable Exercise Price Exercisable Into Outstanding Number of Warrants Weighted Average Remaining Life in Years Exercisable Number of Warrants $ 2.00 Common Stock 440,451 1.2 440,451 $ 2.50 Common Stock 126,291 1.2 126,291 Total 566,742 566,742 |
Schedule of Fair Value Assumptions of Stock Option | Assumptions used in applying the Black-Scholes option pricing model during years ended December 31, 2019 and 2018, respectively, are as follows: For the Years Ended December 31, 2019 2018 Risk free interest rate 1.84 - 2.43 % 2.56 - 2.96 % Expected term (years) 3.6 - 5.0 3.6-5.0 Expected volatility 51.0 - 52.0 % 43.5 % Expected dividends 0.00 % 0.00 % |
Schedule of Stock Option Activity | A summary of GGH stock options activity during the years ended December 31, 2019 and 2018 is presented below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Value Outstanding, January 1, 2018 9,234,265 $ 2.18 Granted 2,830,000 0.65 Exercised - - Expired (2,505,000 ) 2.49 Forfeited (60,000 ) 1.62 Outstanding, December 31, 2018 9,499,265 1.65 Granted 4,489,890 0.39 Exercised - - Expired (992,375 ) 2.38 Forfeited (3,446,140 ) 2.20 Outstanding, December 31, 2019 9,550,640 $ 0.78 3.5 $ - Exercisable, December 31, 2019 2,827,029 $ 1.43 2.4 $ - |
Schedule of Stock Option Outstanding and Exercisable | The following table presents information related to GGH stock options as of December 31, 2019: Options Outstanding Options Exercisable Exercise Price Outstanding Number of Options Weighted Average Remaining Life in Years Exercisable Number of Options $ 0.39 4,439,890 - - $ 0.54 1,500,000 3.7 468,753 $ 0.77 1,320,000 3.1 577,506 $ 1.10 1,038,750 2.9 528,770 $ 2.20 1,242,000 1.4 1,242,000 $ 3.30 10,000 0.4 10,000 9,550,640 2.4 2,827,029 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Supplemental Cash Flows Information Related to Leases | Supplemental cash flow information related to leases was as follows: Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 240,375 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 361,020 Weighted Average Remaining Lease Term: Operating leases 0.67 years Weighted Average Discount Rate: Operating leases 8.0 % |
Schedule of Future Minimum Payments On Operating Leases | Future minimum payments on this operating lease are as follows: For the Years Ending December 31, Amount 2020 $ 163,424 Total $ 163,424 |
Organization (Details Narrative
Organization (Details Narrative) | Dec. 31, 2019 |
Equity method investment, ownership percentage | 50.00% |
Gaucho Group, Inc [Member] | |
Equity method investment, ownership percentage | 79.00% |
Going Concern and Management'_2
Going Concern and Management's Liquidity Plans (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ (6,956,815) | $ (5,678,418) |
Net cash used in operating activities | (6,080,411) | $ (4,345,933) |
Proceeds from debt and equity financing | $ 5,700,248 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | May 16, 2018 | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($)Lots | Jun. 30, 2018 |
Property, Plant and Equipment [Line Items] | ||||
Foreign currency exchange rate | 28.880 | |||
Gain on foreign currency translation | $ (101,732) | $ (187,660) | ||
Bad debt expense | 126,157 | (163,613) | ||
Write-offs of accounts receivable | 516 | 422 | ||
Inventory write down | 193,564 | |||
Impairment of real estate lots held for sale | ||||
Cash, FDIC insured amount | 250,000 | |||
Cash and cash equivalent, uninsured amount | 29,027 | 48,929 | ||
Impairments of long-lived assets | ||||
Revenues | 1,284,437 | 3,099,608 | ||
Revenue from sale of real estate | ||||
ROU assets | 361,020 | |||
Lease liabilities | 361,020 | |||
Advertising costs | 319,919 | 156,006 | ||
Hotel [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Deferred revenue | 61,449 | $ 43,165 | ||
Real Estate Lot Sales [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Number of sale of lots | Lots | 25 | |||
Revenues | $ 1,468,000 | |||
Real Estate Lot Sales Deposit [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Deferred revenue | 838,471 | $ 995,327 | ||
Obsolete and Excess Inventory [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Inventory write down | $ 193,564 | |||
International Practices Task Force [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Cumulative inflationary rate | 100.00% | |||
Gaucho Group, Inc [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Ownership interest | 21.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Plant and Equipment, Useful Life (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Buildings [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Buildings [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 30 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Vineyards [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Vineyards [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 20 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 20 years |
Leasehold Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Leasehold Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Computer Hardware and Software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Computer Hardware and Software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Long-lived Assets by Geographic Areas (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total Assets | $ 5,920,360 | $ 5,647,491 |
Total Liabilities | 5,920,934 | 6,717,914 |
Argentina [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total Assets | 5,020,787 | 5,151,626 |
Total Liabilities | 2,373,203 | 4,440,345 |
U.S [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total Assets | 899,573 | 495,865 |
Total Liabilities | $ 3,547,731 | $ 2,277,569 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Revenue from External Customers by Geographic Areas (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total Revenues | $ 1,284,437 | $ 3,099,608 |
Total Net Loss | (6,956,815) | (5,678,418) |
Argentina [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total Revenues | 1,272,772 | 3,099,608 |
Total Net Loss | (1,559,766) | (499,101) |
U.S [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total Revenues | 11,665 | |
Total Net Loss | $ (5,397,049) | $ (5,179,317) |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Revenue Recognized Multiple-Deliverable Arrangements (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Revenues | $ 1,284,437 | $ 3,099,608 | |
Real Estate Sales [Member] | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Revenues | 1,467,714 | ||
Hotel Rooms and Events [Member] | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Revenues | 740,284 | 882,213 | |
Restaurants [Member] | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Revenues | 169,600 | 277,652 | |
Winemaking [Member] | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Revenues | 180,692 | 315,741 | |
Golf, Tennis and Other [Member] | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Revenues | [1] | 182,196 | 156,288 |
Clothes and Accessories [Member] | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Revenues | $ 11,665 | ||
[1] | Includes $94,303, respectively, of agricultural revenues resulting from the sale of grapes during the nine months ended September 30, 2019. |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 19,144,082 | 24,386,951 |
Series B Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 9,026,700 | 9,026,700 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 9,550,640 | 9,499,265 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 566,742 | 1,229,630 |
Convertible Debt [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 4,631,356 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Vineyard in process | $ 304,067 | $ 232,436 |
Wine in process | 539,380 | 747,862 |
Finished wine | 23,467 | 11,003 |
Clothes and accessories | 224,965 | |
Other | 71,381 | 42,594 |
Total | $ 1,163,260 | $ 1,033,895 |
Property and Equipment (Details
Property and Equipment (Details Narrative) | 12 Months Ended | |
Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($)Lots | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization of property and equipment | $ 196,438 | $ 197,729 |
Depreciation, depletion and amortization | 196,438 | 171,749 |
Depreciation capitalized to inventory | $ 0 | 25,980 |
Real estate lots held for sale | $ 123,060 | |
Number of real estate lots | Lots | 12 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Abstract] | ||
Buildings and improvements | $ 2,026,657 | $ 1,971,057 |
Real estate development | 669,167 | 587,481 |
Land | 522,225 | 522,225 |
Furniture and fixtures | 347,819 | 337,048 |
Vineyards | 199,816 | 200,217 |
Machinery and equipment | 487,618 | 492,205 |
Leasehold improvements | 164,375 | 164,375 |
Computer hardware and software | 231,228 | 216,082 |
Property and equipment, gross | 4,648,905 | 4,490,690 |
Less: Accumulated depreciation and amortization | (1,734,190) | (1,518,326) |
Property and equipment, net | $ 2,914,715 | $ 2,972,364 |
Prepaid Foreign Taxes (Details
Prepaid Foreign Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Prepaid Foreign Taxes [Line Items] | ||
Prepaid foreign taxes | $ 474,130 | $ 369,590 |
Deferred tax assets, valuation allowance | $ 20,695,788 | 20,701,515 |
Provision for uncollectible assets | 163,980 | |
Minimum Presumed Income Tax [Member] | ||
Prepaid Foreign Taxes [Line Items] | ||
Expiration date, description | Expire after ten years. | |
Deferred tax assets, valuation allowance | $ 231,441 | $ 228,613 |
Investments and Fair Value of_3
Investments and Fair Value of Financial Instruments (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | ||
Effective interest rate | 48.00% | |
Maturity date | Dec. 31, 2020 | |
Unrealized losses on affiliate warrants | $ 4,370 | $ 18,561 |
Investments and Fair Value of_4
Investments and Fair Value of Financial Instruments - Schedule of Investments at Fair Value (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Investments in and Advances to Affiliates [Line Items] | ||
Investments at Fair Value | $ 3,470 | $ 7,840 |
Warrants [Member] | ||
Investments in and Advances to Affiliates [Line Items] | ||
Investments at Fair Value | 3,470 | 7,840 |
Government Bonds [Member] | ||
Investments in and Advances to Affiliates [Line Items] | ||
Investments at Fair Value | 74,485 | |
Fair Value, Inputs, Level 1 [Member] | Warrants [Member] | ||
Investments in and Advances to Affiliates [Line Items] | ||
Investments at Fair Value | ||
Fair Value, Inputs, Level 1 [Member] | Government Bonds [Member] | ||
Investments in and Advances to Affiliates [Line Items] | ||
Investments at Fair Value | 74,485 | |
Fair Value, Inputs, Level 2 [Member] | Warrants [Member] | ||
Investments in and Advances to Affiliates [Line Items] | ||
Investments at Fair Value | ||
Fair Value, Inputs, Level 2 [Member] | Government Bonds [Member] | ||
Investments in and Advances to Affiliates [Line Items] | ||
Investments at Fair Value | ||
Fair Value, Inputs, Level 3 [Member] | Warrants [Member] | ||
Investments in and Advances to Affiliates [Line Items] | ||
Investments at Fair Value | 3,470 | $ 7,840 |
Fair Value, Inputs, Level 3 [Member] | Government Bonds [Member] | ||
Investments in and Advances to Affiliates [Line Items] | ||
Investments at Fair Value |
Investments and Fair Value of_5
Investments and Fair Value of Financial Instruments - Schedule of Fair Value, Assets Measured on Recurring Basis (Details) - Warrants [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Investments in and Advances to Affiliates [Line Items] | ||
Balance beginning | $ 7,840 | $ 26,401 |
Unrealized loss | (4,370) | (18,561) |
Balance ending | $ 3,470 | $ 7,840 |
Accrued Expenses (Details Narra
Accrued Expenses (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Employee tax obligations, term | 36 months | |
Accrued payroll taxes, current | $ 210,900 | $ 149,019 |
Interest expenses | 75,704 | 52,209 |
Argentine [Member] | ||
Accrued payroll taxes, current | $ 134,989 | $ 113,670 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Accrued Liabilities [Abstract] | ||
Accrued compensation and payroll taxes | $ 210,900 | $ 149,019 |
Accrued taxes payable - Argentina | 170,873 | 292,535 |
Accrued interest | 484,026 | 404,239 |
Other accrued expenses | 256,546 | 339,574 |
Accrued expenses, current | 1,122,345 | 1,185,367 |
Accrued payroll tax obligations, non-current | 86,398 | 57,786 |
Total accrued expenses | $ 1,208,743 | $ 1,243,153 |
Deferred Revenues (Details Narr
Deferred Revenues (Details Narrative) | 12 Months Ended | |
Dec. 31, 2019USD ($)Lots | Dec. 31, 2018USD ($)Lots | |
Deferred Revenue Arrangement [Line Items] | ||
Proceeds from sale of real estate | ||
Revenues | $ 1,284,437 | 3,099,608 |
Real Estate Sales [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Revenues | 1,467,714 | |
Argentine [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Proceeds from sale of real estate | $ 3,725,867 | |
Argentine [Member] | Real Estate Sales [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Number of lots sold | Lots | 25 | 25 |
Revenues | $ 1,468,000 |
Deferred Revenues - Schedule of
Deferred Revenues - Schedule of Deferred Revenues (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Revenue Arrangement [Line Items] | ||
Deferred Revenue, Current | $ 899,920 | $ 1,038,492 |
Real Estate Lot Sales Deposits [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred Revenue, Current | 838,471 | 995,327 |
Other Deferred Revenue [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred Revenue, Current | $ 61,449 | $ 43,165 |
Loans Payable (Details Narrativ
Loans Payable (Details Narrative) | Jun. 04, 2018USD ($) | Jun. 04, 2018ARS ($) | Feb. 23, 2018USD ($) | Jan. 25, 2018USD ($) | Aug. 19, 2017USD ($)ha | Mar. 31, 2017USD ($) | Mar. 31, 2017ARS ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Debt Instrument [Line Items] | |||||||||
Debt maturity date | Dec. 31, 2020 | ||||||||
Interest expense | $ (360,413) | $ (611,297) | |||||||
Payment to acquire property | 139,271 | 292,213 | |||||||
Amortization of debt discount | 21,336 | 259,709 | |||||||
Loans payable net current | 781,719 | 871,106 | |||||||
Loans payable, net, non-current | 96,583 | 234,791 | |||||||
2017 Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from loans payable | $ 519,156 | ||||||||
Debt instrument interest rate | 24.18% | 24.18% | |||||||
Debt maturity date | Mar. 1, 2021 | Mar. 1, 2021 | |||||||
Number of installment description | Forty-two monthly installments beginning on October 1, 2017 and ending on March 1, 2021. | Forty-two monthly installments beginning on October 1, 2017 and ending on March 1, 2021. | |||||||
Debt instrument unamortized discount | |||||||||
Land Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument interest rate | 0.00% | ||||||||
Area of land | ha | 845 | ||||||||
Payment to purchase of land | $ 100,000 | ||||||||
Notes payable | 600,000 | ||||||||
Debt instrument periodic payment | $ 50,000 | ||||||||
Debt instrument maturity date, description | Beginning on December 18, 2017 and ending August 18, 2021. | ||||||||
Payment to acquire property | $ 400,000 | ||||||||
Debt instrument imputed interest | 7.00% | ||||||||
Notes payable net of debt discount | $ 517,390 | ||||||||
Amortization of debt discount | 21,336 | 32,295 | |||||||
Loans payable | 451,738 | ||||||||
Debt instrument unamortized discount | 16,762 | 38,098 | |||||||
Loans payable net current | 355,155 | ||||||||
Debt discount current | 13,345 | ||||||||
Loans payable, net, non-current | 96,583 | ||||||||
Debt discount non-current | 3,417 | ||||||||
2018 Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from loans payable | $ 525,000 | ||||||||
Debt instrument interest rate | 6.75% | ||||||||
Debt maturity date | Jan. 25, 2023 | ||||||||
Number of installment description | 60 equal monthly installments | ||||||||
Interest expense | 24,433 | 33,420 | |||||||
Debt instrument periodic payment | $ 10,311 | ||||||||
Debt instrument unamortized discount | |||||||||
Demand Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from loans payable | $ 55,386 | ||||||||
Debt instrument interest rate | 10.00% | 10.00% | |||||||
Interest expense | 21,953 | 23,427 | |||||||
Debt instrument unamortized discount | |||||||||
2017 Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest expense | 62,589 | $ 85,116 | |||||||
Decrease in loans | 101,118 | ||||||||
Principal payments of loans | 53,278 | ||||||||
Effect of fluctuations in the foreign currency exchange rate | $ 47,840 | ||||||||
Argentine Peso [Member] | 2017 Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from loans payable | $ 8,000,000 | ||||||||
Argentine Peso [Member] | Demand Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from loans payable | $ 1,600,000 |
Loans Payable - Schedule of Loa
Loans Payable - Schedule of Loans Payable (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Loans payable, net of debt discount | $ 895,064 | |
Demand Loan [Member] | ||
Debt Instrument [Line Items] | ||
Gross principal amount | 6,678 | $ 10,647 |
Debt discount | ||
Loans payable, net of debt discount | 6,678 | 10,647 |
2018 Loan [Member] | ||
Debt Instrument [Line Items] | ||
Gross principal amount | 352,395 | 464,739 |
Debt discount | ||
Loans payable, net of debt discount | 352,395 | 464,739 |
2017 Loan [Member] | ||
Debt Instrument [Line Items] | ||
Gross principal amount | 67,491 | 168,609 |
Debt discount | ||
Loans payable, net of debt discount | 67,491 | 168,609 |
Land Loan [Member] | ||
Debt Instrument [Line Items] | ||
Gross principal amount | 468,500 | 500,000 |
Debt discount | (16,762) | (38,098) |
Loans payable, net of debt discount | 451,738 | 461,902 |
Loan Payable [Member] | ||
Debt Instrument [Line Items] | ||
Gross principal amount | 895,064 | 1,143,995 |
Debt discount | (16,762) | (38,098) |
Loans payable, net of debt discount | 878,302 | 1,105,897 |
Loan Payable Current [Member] | ||
Debt Instrument [Line Items] | ||
Gross principal amount | 795,064 | 893,995 |
Debt discount | (13,345) | (22,889) |
Loans payable, net of debt discount | 781,719 | 871,106 |
Loan Payable Non Current [Member] | ||
Debt Instrument [Line Items] | ||
Gross principal amount | 100,000 | 250,000 |
Debt discount | (3,417) | (15,209) |
Loans payable, net of debt discount | $ 96,583 | $ 234,791 |
Loans Payable - Schedule of Fut
Loans Payable - Schedule of Future Minimum Principal Payments of Loans Payable (Details) | Dec. 31, 2019USD ($) |
Debt Disclosure [Abstract] | |
2020 | $ 795,064 |
2021 | 100,000 |
Total payment | $ 895,064 |
Debt Obligations (Details Narra
Debt Obligations (Details Narrative) - USD ($) | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2017 | Mar. 12, 2019 | Sep. 30, 2010 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Apr. 14, 2019 |
Convertible Debt Obligations [Line Items] | |||||||||
Debt maturity date | Dec. 31, 2020 | ||||||||
Repayments of debt obligations | $ 95,500 | ||||||||
Accrued interest | 484,026 | 404,239 | |||||||
Amortization of debt discount | 21,336 | 259,709 | |||||||
Proceeds from sale of convertible promissory note | 786,000 | 3,507,530 | |||||||
Debt instrument converted amount principal | 52,660 | 809,875 | |||||||
GGH [Member] | |||||||||
Convertible Debt Obligations [Line Items] | |||||||||
Debt conversion of convertible debt | 5,266,520 | ||||||||
Debt conversion, amount of interest converted | $ 55,308 | ||||||||
Debt instrument converted amount principal | $ 2,051,300 | ||||||||
Non controlling interest percentage | 21.00% | ||||||||
Certain Noteholder [Member] | |||||||||
Convertible Debt Obligations [Line Items] | |||||||||
Accrued interest | 709 | ||||||||
Debt principal amount | $ 50,000 | ||||||||
Number of shares issued upon conversion | 144,882 | ||||||||
2010 Debt Obligations [Member] | |||||||||
Convertible Debt Obligations [Line Items] | |||||||||
Debt instrument interest rate | 8.00% | ||||||||
Debt maturity date | Mar. 31, 2011 | ||||||||
Repayments of debt obligations | $ 162,500 | ||||||||
Accrued interest | $ 305,294 | 279,735 | |||||||
Interest expense | 25,559 | 24,254 | |||||||
Debt principal amount | |||||||||
2017 Notes [Member] | |||||||||
Convertible Debt Obligations [Line Items] | |||||||||
Debt instrument interest rate | 8.00% | ||||||||
Debt maturity date | Jun. 30, 2019 | ||||||||
Accrued interest | $ 15,000 | $ 1,160 | |||||||
Debt principal amount | $ 794,875 | $ 51,500 | $ 2,026,730 | ||||||
Debt conversion price per share | $ 0.63 | $ 0.63 | $ 0.63 | ||||||
Common stock, discount percentage | 10.00% | ||||||||
Beneficial conversion feature | $ 227,414 | ||||||||
Debt conversion of convertible debt | 1,285,517 | 83,587 | |||||||
Debt conversion, amount of interest converted | $ 1,160 | ||||||||
Repayment of principal amount | 30,000 | ||||||||
Interest repaid | 2,151 | ||||||||
Debt remaining principal balance | 1,170,354 | ||||||||
2017 Notes [Member] | Accredited Investor [Member] | |||||||||
Convertible Debt Obligations [Line Items] | |||||||||
Proceeds from issuance of debt | $ 20,000 | ||||||||
2017 Notes One [Member] | |||||||||
Convertible Debt Obligations [Line Items] | |||||||||
Interest expense | 95,641 | 317,427 | |||||||
Amortization of debt discount | 0 | $ 227,414 | |||||||
Gaucho Notes [Member] | |||||||||
Convertible Debt Obligations [Line Items] | |||||||||
Debt instrument interest rate | 7.00% | ||||||||
Debt maturity date | Mar. 31, 2019 | ||||||||
Accrued interest | 6,260 | ||||||||
Interest expense | 46,746 | $ 18,786 | |||||||
Debt principal amount | 100,000 | $ 1,480,800 | |||||||
Debt conversion price per share | $ 0.40 | ||||||||
Common stock, discount percentage | 20.00% | ||||||||
Repayment of principal amount | 65,500 | ||||||||
Interest repaid | $ 3,256 | ||||||||
Proceeds from sale of convertible promissory note | $ 1,480,800 | ||||||||
Maturity date description | December 31, 2018 to March 31, 2019 | ||||||||
Gaucho Notes [Member] | Convertible Promissory Notes [Member] | |||||||||
Convertible Debt Obligations [Line Items] | |||||||||
Proceeds from sale of convertible promissory note | $ 786,000 |
Debt Obligations - Schedule of
Debt Obligations - Schedule of Debt Obligations (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | |
Convertible Debt Obligations [Line Items] | |||
Interest | $ 75,704 | $ 52,209 | |
Total | 895,064 | ||
2010 Debt Obligations [Member] | |||
Convertible Debt Obligations [Line Items] | |||
Principal | |||
Interest | [1] | 305,294 | 279,735 |
Total | 305,294 | 279,735 | |
2017 Notes [Member] | |||
Convertible Debt Obligations [Line Items] | |||
Principal | 1,170,354 | 1,251,854 | |
Interest | [1] | 167,341 | 75,013 |
Total | 1,337,695 | 1,326,867 | |
Gaucho Notes [Member] | |||
Convertible Debt Obligations [Line Items] | |||
Principal | 100,000 | 1,480,800 | |
Interest | [1] | 6,260 | 18,787 |
Total | 106,260 | 1,499,587 | |
Total Debt Obligations [Member] | |||
Convertible Debt Obligations [Line Items] | |||
Principal | 1,270,354 | 2,732,654 | |
Interest | [1] | 478,895 | 373,535 |
Total | $ 1,749,249 | $ 3,106,189 | |
[1] | Accrued interest is included as a component of accrued expenses on the accompanying consolidated balance sheets (see Note 8 -Accrued Expenses). |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2012 | |
Income tax offset future taxable income | $ 1,300,000 | ||
Equity method investment, ownership percentage | 50.00% | ||
Operating loss carry forwards carry forwards and expiration description | Expire from 2035 to 2037 | ||
Net operating loss annual limitation under section 382 | $ 6,315,000 | ||
Deferred tax assets, operating loss carryforwards, subject to expiration | 2,810,000 | ||
Net operating loss subject to limitation | $ 1,004,000 | ||
Maximum ownership percentage of additional net operating loss | 50.00% | ||
Change in valuation allowance | $ (5,727) | $ (861,109) | |
United Kingdom [Member] | |||
Operating loss carryforwards | $ 450,000 | ||
Argentine [Member] | |||
Operating loss carry forwards carry forwards and expiration description | Carried forward 10 years and begin to expire in 2020 | ||
Deferred tax assets, tax credit carryforwards | $ 110,000 | ||
Maximum [Member] | |||
Equity method investment, ownership percentage | 80.00% | ||
Federal [Member] | |||
Operating loss carryforwards | $ 67,800,000 | ||
Federal [Member] | Expire from 2035 to 2037 [Member] | |||
Operating loss carryforwards | 55,900,000 | ||
Federal [Member] | No Expiration [Member] | |||
Operating loss carryforwards | 100,000 | ||
State [Member] | |||
Operating loss carryforwards | 53,700,000 | ||
Local [Member] | |||
Operating loss carryforwards | $ 30,100,000 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Before Income Tax, Domestic and Foreign (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Loss before income taxes | $ (6,956,815) | $ (5,678,419) |
U.S [Member] | ||
Loss before income taxes | (5,397,049) | (5,171,150) |
International [Member] | ||
Loss before income taxes | $ (1,559,766) | $ (507,269) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Provision (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal, Current | ||
Federal, Deferred | (745,677) | (979,625) |
State and local, Current | ||
State and local, Deferred | 425,387 | 1,839,145 |
Foreign, Current | ||
Foreign, Deferred | 326,017 | 1,590 |
Income tax expense benefit before valuation allowance | 5,727 | 861,109 |
Change in valuation allowance | (5,727) | (861,109) |
Income tax provision (benefit) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory rate | (21.00%) | (21.00%) |
State taxes, net of federal benefit | (0.10%) | (3.10%) |
Permanent differences | 0.70% | 0.70% |
Write-off of deferred tax asset | 18.90% | 3.90% |
Prior period adjustments | 2.40% | 33.40% |
Other | (0.90%) | 1.30% |
Change in valuation allowance | (0.10%) | (15.20%) |
Income tax provision (benefit) | 0.00% | 0.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss | $ 1,932,170 | $ 18,734,230 |
Stock based compensation | 349,027 | 1,120,521 |
Argentine tax credits | 109,610 | 433,407 |
Accruals and other | 37,144 | 4,991 |
Receivable allowances | 469,017 | 415,662 |
Total deferred tax assets | 20,696,968 | 20,708,810 |
Valuation allowance | (20,695,788) | (20,701,515) |
Deferred tax assets, net of valuation allowance | 1,180 | 7,295 |
Excess of book over tax basis of warrants | (1,180) | (7,295) |
Net deferred tax assets |
Segment Data (Details Narrative
Segment Data (Details Narrative) | 12 Months Ended |
Dec. 31, 2019Segments | |
Segment Reporting [Abstract] | |
Number of segments | 3 |
Segment Data - Schedule of Segm
Segment Data - Schedule of Segment Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Revenues | $ 1,284,437 | $ 3,099,608 | |
Revenues from Foreign Operations | 172,772 | 3,099,608 | |
Depreciation and Amortization | 196,438 | 171,749 | |
Loss from Operations | (6,698,134) | (5,254,781) | |
Interest Expense, net | (360,413) | (611,297) | |
Net Loss | (6,956,815) | (5,678,418) | |
Capital Expenditures | 139,271 | 292,213 | |
Total Property and Equipment, net | 2,914,715 | 2,972,364 | |
Total Property and Equipment, net in Foreign Countries | 266,861 | 2,884,415 | |
Total Assets | 5,920,360 | 5,647,491 | |
Real Estate Development [Member] | |||
Revenues | 1,272,772 | 3,099,608 | |
Revenues from Foreign Operations | 1,272,772 | 3,099,608 | |
Depreciation and Amortization | 146,398 | 133,251 | |
Loss from Operations | (1,469,438) | 349,252 | |
Interest Expense, net | 192,060 | 252,898 | |
Net Loss | (1,559,766) | 284,014 | |
Capital Expenditures | 129,325 | 237,222 | |
Total Property and Equipment, net | 2,866,861 | 2,884,415 | |
Total Property and Equipment, net in Foreign Countries | 2,866,861 | 2,884,415 | |
Total Assets | 5,020,788 | 5,132,705 | |
Fashion (e-commerce) [Member] | |||
Revenues | 11,665 | ||
Revenues from Foreign Operations | |||
Depreciation and Amortization | 1,901 | ||
Loss from Operations | (1,230,285) | (767,006) | |
Interest Expense, net | 47,034 | 18,786 | |
Net Loss | (1,277,319) | (785,792) | |
Capital Expenditures | 9,946 | ||
Total Property and Equipment, net | 8,044 | ||
Total Property and Equipment, net in Foreign Countries | |||
Total Assets | 286,658 | 18,921 | |
Corporate [Member] | |||
Revenues | [1] | ||
Revenues from Foreign Operations | [1] | ||
Depreciation and Amortization | [1] | 48,139 | 38,498 |
Loss from Operations | [1] | (3,998,411) | (4,837,027) |
Interest Expense, net | [1] | 121,319 | 339,613 |
Net Loss | [1] | (4,119,730) | (5,176,640) |
Capital Expenditures | [1] | 54,991 | |
Total Property and Equipment, net | [1] | 39,810 | 87,949 |
Total Property and Equipment, net in Foreign Countries | [1] | ||
Total Assets | [1] | $ 612,914 | $ 495,865 |
[1] | Unallocated corporate assets not directly attributable to any one of the business segments. |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | ||
Accounts receivable related parties | $ 39,837 | $ 71,650 |
Due from related parties | $ 0 | 4,644 |
Equity method investment, ownership percentage | 50.00% | |
GGH Chairman [Member] | ||
Related Party Transaction [Line Items] | ||
Equity method investment, ownership percentage | 5.00% | |
Related Party ESA [Member] | ||
Related Party Transaction [Line Items] | ||
Loans payable - related party | $ 566,132 | |
Related party expense obligations reduction, percentage | 15.00% | |
Related party expense obligations prepayment reduced | $ 0 | |
Sharing Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 396,116 | 396,116 |
General and Administrative Expense [Member] | ||
Related Party Transaction [Line Items] | ||
Entitled to receive reimbursement expenses | $ 493,944 | $ 437,074 |
Benefit Contribution Plan (Deta
Benefit Contribution Plan (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Retirement Benefits [Abstract] | ||
Defined contribution plan cost recognized | $ 55,196 | $ 63,414 |
Share price | $ 0.35 | $ 0.70 |
Temporary Equity and Stockhol_3
Temporary Equity and Stockholders' Deficiency (Details Narrative) - USD ($) | Aug. 05, 2019 | Jul. 23, 2019 | Jul. 08, 2019 | Mar. 13, 2019 | Jan. 31, 2019 | Dec. 18, 2018 | Sep. 20, 2018 | May 19, 2018 | Feb. 12, 2018 | Mar. 31, 2018 | Aug. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 05, 2018 | Jul. 27, 2018 | Feb. 28, 2017 | Jul. 11, 2016 | Aug. 25, 2008 |
Common stock, shares authorized | 80,000,000 | 80,000,000 | |||||||||||||||||
Common stock, par or stated value per share | $ 0.01 | $ 0.01 | |||||||||||||||||
Common stock, shares, issued | 60,321,615 | 46,738,533 | |||||||||||||||||
Common stock, shares, outstanding | 60,271,082 | 46,688,000 | |||||||||||||||||
Preferred stock, shares authorized | 11,000,000 | 11,000,000 | |||||||||||||||||
Common stock issued in satisfaction of dividends payable | $ 264,272 | ||||||||||||||||||
Common stock issued under 401(k) profit sharing plan, value | $ 63,414 | 81,399 | |||||||||||||||||
Foreign currency translation adjustments | $ 710,386 | $ (2,314,409) | |||||||||||||||||
Weighted average grant date value | $ 0.10 | $ 0.32 | |||||||||||||||||
Share-based payment award, fair value assumptions, expected volatility rate | 43.50% | ||||||||||||||||||
Share-based payment award, fair value assumptions, expected dividend rate | 0.00% | 0.00% | |||||||||||||||||
Options [Member] | |||||||||||||||||||
Number of stock options granted during the period | 4,489,890 | 2,830,000 | |||||||||||||||||
Share based compensation | $ 432,187 | $ 716,249 | |||||||||||||||||
Employee service share-based compensation, nonvested awards, compensation not yet recognized, stock options | $ 1,143,412 | ||||||||||||||||||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 2 years 8 months 9 days | ||||||||||||||||||
Weighted average remaining term | 3 years 6 months | ||||||||||||||||||
Satisfaction of Debt Obligations [Member] | |||||||||||||||||||
Number of shares issued conversion of debt | 144,882 | ||||||||||||||||||
2017 Notes [Member] | |||||||||||||||||||
Number of shares issued conversion of debt | 83,587 | ||||||||||||||||||
Board of Directors [Member] | |||||||||||||||||||
Dividends declared on preferred stock | $ 474,719 | ||||||||||||||||||
Common stock issued in satisfaction of dividends payable, shares | 378,193 | ||||||||||||||||||
Common stock issued in satisfaction of dividends payable | $ 264,272 | ||||||||||||||||||
Dividends payable and paid cash dividends | $ 127,502 | ||||||||||||||||||
Board of Directors [Member] | |||||||||||||||||||
Shares issued, price per share | $ 0.70 | ||||||||||||||||||
Dividends payable | $ 85,945 | ||||||||||||||||||
Former Employee [Member] | |||||||||||||||||||
Number of treasury stock transferred to common stock | 46,122 | ||||||||||||||||||
Value of treasury stock transferred to common stock | $ 32,285 | ||||||||||||||||||
Minimum [Member] | |||||||||||||||||||
Share-based payment award, fair value assumptions, expected term | 3 years 7 months 6 days | 3 years 7 months 6 days | |||||||||||||||||
Share-based payment award, fair value assumptions, expected volatility rate | 51.00% | ||||||||||||||||||
Maximum [Member] | |||||||||||||||||||
Share-based payment award, fair value assumptions, expected term | 5 years | 5 years | |||||||||||||||||
Share-based payment award, fair value assumptions, expected volatility rate | 52.00% | ||||||||||||||||||
2008 Equity Incentive Plan [Member] | |||||||||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 0 | ||||||||||||||||||
2016 Stock Option Plan [Member] | |||||||||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 0 | ||||||||||||||||||
Number of common stock shares authorized | 1,224,308 | ||||||||||||||||||
Increased percentage of common stock shares outstanding | 2.50% | ||||||||||||||||||
Number of stock options granted during the period | 1,330,000 | 1,500,000 | |||||||||||||||||
Option term | 5 years | ||||||||||||||||||
Option exercise price per share | $ 0.77 | ||||||||||||||||||
Percentage of option vested | 25.00% | ||||||||||||||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, grant date intrinsic value | $ 623,011 | ||||||||||||||||||
2018 Equity Incentive Plan [Member] | |||||||||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 5,946,933 | 7,043 | 1,500,000 | ||||||||||||||||
Increased percentage of common stock shares outstanding | 2.50% | 2.50% | |||||||||||||||||
Number of stock options granted during the period | 1,350,000 | 1,500,000 | |||||||||||||||||
Common stock exercisable price percentage | 110.00% | ||||||||||||||||||
Option term | 5 years | ||||||||||||||||||
Option exercise price per share | $ 0.385 | $ 0.539 | |||||||||||||||||
Percentage of option vested | 25.00% | 25.00% | |||||||||||||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, grant date intrinsic value | $ 200,092 | $ 253,023 | |||||||||||||||||
2018 Equity Incentive Plan [Member] | Beneficiary Ownership [Member] | Minimum [Member] | |||||||||||||||||||
Minority interest percentage | 10.00% | ||||||||||||||||||
2018 Gaucho Plan [Member] | |||||||||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 100,000 | 1,405,000 | |||||||||||||||||
Number of stock options granted during the period | 6,495,000 | ||||||||||||||||||
2018 Gaucho Plan [Member] | Maximum [Member] | |||||||||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 8,000,000 | ||||||||||||||||||
2008 Equity Incentive Plan [Member] | |||||||||||||||||||
Number of stock options granted during the period | 3,139,890 | ||||||||||||||||||
2008 Equity Incentive Plan [Member] | Board of Directors [Member] | |||||||||||||||||||
Number of stock options granted during the period | 150,000 | ||||||||||||||||||
2008 Equity Incentive Plan [Member] | President and CEO [Member] | |||||||||||||||||||
Number of stock options granted during the period | 2,109,890 | ||||||||||||||||||
2008 Equity Incentive Plan [Member] | Chief Financial Officer [Member] | |||||||||||||||||||
Number of stock options granted during the period | 150,000 | ||||||||||||||||||
2008 Equity Incentive Plan [Member] | Minimum [Member] | |||||||||||||||||||
Option exercise price per share | $ 2.20 | ||||||||||||||||||
2008 Equity Incentive Plan [Member] | Maximum [Member] | |||||||||||||||||||
Option exercise price per share | 2.48 | ||||||||||||||||||
2018 Stock Options Plan [Member] | Employees and Consultants [Member] | |||||||||||||||||||
Number of stock options granted during the period | 3,139,890 | ||||||||||||||||||
Option exercise price per share | $ 0.385 | ||||||||||||||||||
Percentage of option vested | 25.00% | ||||||||||||||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, grant date intrinsic value | $ 398,199 | ||||||||||||||||||
2018 Stock Options Plan [Member] | Board of Directors [Member] | Employees and Consultants [Member] | |||||||||||||||||||
Number of stock options granted during the period | 150,000 | ||||||||||||||||||
2018 Stock Options Plan [Member] | President and CEO [Member] | Employees and Consultants [Member] | |||||||||||||||||||
Number of stock options granted during the period | 2,209,890 | ||||||||||||||||||
2018 Stock Options Plan [Member] | Chief Financial Officer [Member] | Employees and Consultants [Member] | |||||||||||||||||||
Number of stock options granted during the period | 155,000 | ||||||||||||||||||
2018 GGI Options [Member] | |||||||||||||||||||
Number of stock options granted during the period | 6,595,000 | ||||||||||||||||||
Weighted average remaining term | 4 years | ||||||||||||||||||
2018 GGI Options [Member] | Employee [Member] | |||||||||||||||||||
Number of stock options granted during the period | 6,495,000 | ||||||||||||||||||
Option exercise price per share | $ 0.14 | ||||||||||||||||||
Percentage of option vested | 25.00% | ||||||||||||||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, grant date intrinsic value | $ 197,768 | ||||||||||||||||||
Share-based payment award, fair value assumptions, risk free interest rate | 2.65% | ||||||||||||||||||
Share-based payment award, fair value assumptions, expected term | 3 years 9 months | ||||||||||||||||||
Share-based payment award, fair value assumptions, expected volatility rate | 32.00% | ||||||||||||||||||
Share-based payment award, fair value assumptions, expected dividend rate | 0.00% | ||||||||||||||||||
2019 GGI Options [Member] | Advisor [Member] | |||||||||||||||||||
Number of stock options granted during the period | 100,000 | ||||||||||||||||||
Option exercise price per share | $ 0.55 | ||||||||||||||||||
Percentage of option vested | 25.00% | ||||||||||||||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, grant date intrinsic value | $ 6,280 | ||||||||||||||||||
Share-based payment award, fair value assumptions, risk free interest rate | 1.81% | ||||||||||||||||||
Share-based payment award, fair value assumptions, expected term | 3 years 9 months | ||||||||||||||||||
Share-based payment award, fair value assumptions, expected volatility rate | 32.00% | ||||||||||||||||||
Share-based payment award, fair value assumptions, expected dividend rate | 0.00% | ||||||||||||||||||
2008 Equity Incentive Plan [Member] | |||||||||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 9,000,000 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Shares issued, price per share | $ 0.35 | ||||||||||||||||||
Common stock issued in satisfaction of dividends payable | $ 3,781 | ||||||||||||||||||
Common stock issued under 401(k) profit sharing plan, shares | 181,185 | 116,284 | |||||||||||||||||
Common stock issued under 401(k) profit sharing plan, value | $ 1,812 | $ 1,163 | |||||||||||||||||
Common stock issued for cash, value | $ 4,610,700 | ||||||||||||||||||
Common stock issued for cash, shares | 13,173,428 | ||||||||||||||||||
Common Stock [Member] | 2018 Equity Incentive Plan [Member] | |||||||||||||||||||
Number of stock options granted during the period | 1,100,000 | 1,350,000 | |||||||||||||||||
Common Stock [Member] | 2018 Equity Incentive Plan [Member] | Consultants [Member] | |||||||||||||||||||
Number of stock options granted during the period | 150,000 | 150,000 | |||||||||||||||||
Common Stock [Member] | 2018 Equity Incentive Plan [Member] | Certain Members of Board of Directors [Member] | |||||||||||||||||||
Number of stock options granted during the period | 100,000 | ||||||||||||||||||
Common Stock [Member] | 401(k) Profit Sharing Plan [Member] | |||||||||||||||||||
Shares issued, price per share | $ 0.35 | $ 0.70 | $ 0.70 | ||||||||||||||||
Common stock issued under 401(k) profit sharing plan, shares | 181,185 | 116,284 | |||||||||||||||||
Common stock issued under 401(k) profit sharing plan, value | $ 81,399 | ||||||||||||||||||
Common stock issued for cash, value | $ 1,323,695 | ||||||||||||||||||
Common stock issued for cash, shares | 1,890,993 | ||||||||||||||||||
Warrants [Member] | |||||||||||||||||||
Number of cancelled warrants purchase shares | 364,639 | (364,639) | |||||||||||||||||
Warrants [Member] | President and CEO [Member] | |||||||||||||||||||
Warrant to purchase of common stock shares | 151,383 | ||||||||||||||||||
Warrants [Member] | Minimum [Member] | |||||||||||||||||||
Warrant exercise price per share | $ 2 | ||||||||||||||||||
Warrants [Member] | Maximum [Member] | |||||||||||||||||||
Warrant exercise price per share | $ 2.50 | ||||||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||||||
Preferred stock, shares authorized | 10,097,330 | 10,097,330 | |||||||||||||||||
Preferred stock, par or stated value per share | $ 0.01 | $ 0.01 | |||||||||||||||||
Preferred stock, shares issued | |||||||||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||||||
Preferred stock, shares authorized | 902,670 | 902,670 | 902,670 | ||||||||||||||||
Preferred stock, par or stated value per share | $ 0.01 | ||||||||||||||||||
Preferred stock, shares outstanding | 902,670 | 902,670 | |||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||
Preferred stock, shares issued | 775,931 | ||||||||||||||||||
Shares issued, price per share | $ 10 | ||||||||||||||||||
Gross proceeds | $ 7,759,500 | ||||||||||||||||||
Number of shares issued conversion of debt | 126,739 | ||||||||||||||||||
Liquidation value per share | $ 10 | ||||||||||||||||||
Deemed dividends earned | $ 721,057 | $ 724,108 | |||||||||||||||||
Preferred stock, amount of cumulative dividends dividends in arrears | $ 1,264,361 | $ 546,355 | |||||||||||||||||
Fair market value of common stock | $ 10 | ||||||||||||||||||
Shares converted into stock | 10 | ||||||||||||||||||
Preferred stock voting, description | Each share of Series B stock is entitled the number of votes determined by dividing $10 by the fair market value of the Company's common stock on the date that the Series B shares were issued, up to a maximum of ten votes per share of Series B stock | ||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||
Number of shares issued conversion of debt | 1,285,517 | ||||||||||||||||||
Common stock issued in satisfaction of dividends payable, shares | 378,193 |
Temporary Equity and Stockhol_4
Temporary Equity and Stockholders' Deficiency - Summary of Warrants Activity (Details) - Warrants [Member] - USD ($) | Jul. 23, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares, Warrants Outstanding Beginning | 1,229,630 | 1,465,296 | |
Number of Shares, Warrants Issued | |||
Number of Shares, Warrants exercised | |||
Number of Shares, Warrants cancelled | 364,639 | (364,639) | |
Number of Shares, Warrants Expired | (298,249) | (235,666) | |
Number of Shares, Warrants Outstanding Ending | 566,742 | 1,229,630 | |
Number of Shares, Warrants Exercisable Ending | 566,742 | ||
Weighted Average Exercise Price Outstanding | $ 2.15 | $ 2.15 | |
Weighted Average Exercise Price Per Share Warrants Issued | |||
Weighted Average Exercise Price Per Share Warrants exercised | |||
Weighted Average Exercise Price Per Share Warrants cancelled | 2.12 | ||
Weighted Average Exercise Price Per Share Warrants expired | 2.26 | 2.30 | |
Weighted Average Exercise Price Outstanding | 2.11 | $ 2.15 | |
Weighted Average Exercise Price Per Share Exercisable | $ 2.11 | ||
Weighted Average Remaining Contractual Life Warrants Outstanding Ending | 1 year 2 months 12 days | ||
Weighted Average Remaining Contractual Life Warrants Exercisable | 1 year 2 months 12 days | ||
Aggregate Intrinsic Value Outstanding Ending | |||
Aggregate Intrinsic Value Exercisable |
Temporary Equity and Stockhol_5
Temporary Equity and Stockholders' Deficiency - Schedule of Warrants Outstanding and Exercisable (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Number of Warrants | 566,742 |
Warrants Exercisable, Number of Warrants | 566,742 |
Range of Exercise Price 2.00 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 2 |
Warrants Outstanding Exercisable, Description | Common Stock |
Warrants Outstanding, Number of Warrants | 440,451 |
Warrants Exercisable, Weighted Average Remaining Life in Years | 1 year 2 months 12 days |
Warrants Exercisable, Number of Warrants | 440,451 |
Range of Exercise Price 2.50 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 2.50 |
Warrants Outstanding Exercisable, Description | Common Stock |
Warrants Outstanding, Number of Warrants | 126,291 |
Warrants Exercisable, Weighted Average Remaining Life in Years | 1 year 2 months 12 days |
Warrants Exercisable, Number of Warrants | 126,291 |
Temporary Equity and Stockhol_6
Temporary Equity and Stockholders' Deficiency - Schedule of Fair Value Assumptions of Stock Option (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Risk free interest rate, minimum | 1.84% | 2.56% |
Risk free interest rate, maximum | 2.43% | 2.96% |
Expected volatility | 43.50% | |
Expected dividends | 0.00% | 0.00% |
Minimum [Member] | ||
Expected term (years) | 3 years 7 months 6 days | 3 years 7 months 6 days |
Expected volatility | 51.00% | |
Maximum [Member] | ||
Expected term (years) | 5 years | 5 years |
Expected volatility | 52.00% |
Temporary Equity and Stockhol_7
Temporary Equity and Stockholders' Deficiency - Schedule of Stock Option Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Options, Exercised | (432,187) | (716,249) |
Options [Member] | ||
Number of Options, Outstanding, Beginning | 9,499,265 | 9,234,265 |
Number of Options, Granted | 4,489,890 | 2,830,000 |
Number of Options, Exercised | ||
Number of Options, Expired | (992,375) | (2,505,000) |
Number of Options, Forfeited | (3,446,140) | (60,000) |
Number of Options, Outstanding, Ending | 9,550,640 | 9,499,265 |
Number of Options, Exercisable, Ending | 2,827,029 | |
Weighted Average Exercise Price, Outstanding, Beginning | $ 1.65 | $ 2.18 |
Weighted Average Exercise Price, Granted | 0.39 | 0.65 |
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Expired | 2.38 | 2.49 |
Weighted Average Exercise Price, Forfeited | 2.20 | 1.62 |
Weighted Average Exercise Price, Outstanding, Ending | 0.78 | $ 1.65 |
Weighted Average Exercise Price, Exercisable, Ending | $ 1.43 | |
Weighted Average Remaining Life In Years, Outstanding | 3 years 6 months | |
Weighted Average Remaining Life In Years, Exercisable | 2 years 4 months 24 days | |
Intrinsic Value, Outstanding | ||
Intrinsic Value, Exercisable |
Temporary Equity and Stockhol_8
Temporary Equity and Stockholders' Deficiency - Schedule of Stock Option Outstanding and Exercisable (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Outstanding Number of Options | 9,550,640 |
Options Exercisable, Weighted Exercise Average Remaining Life In Years | 2 years 4 months 24 days |
Options Exercisable, Exercisable Number of Options | 2,827,029 |
Exercise Price Range 0.39 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Weighted Exercise Average Price | $ / shares | $ 0.39 |
Options Outstanding, Outstanding Number of Options | 4,439,890 |
Options Exercisable, Weighted Exercise Average Remaining Life In Years | 0 years |
Options Exercisable, Exercisable Number of Options | |
Exercise Price Range 0.54 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Weighted Exercise Average Price | $ / shares | $ 0.54 |
Options Outstanding, Outstanding Number of Options | 1,500,000 |
Options Exercisable, Weighted Exercise Average Remaining Life In Years | 3 years 8 months 12 days |
Options Exercisable, Exercisable Number of Options | 468,753 |
Exercise Price Range 0.77 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Weighted Exercise Average Price | $ / shares | $ 0.77 |
Options Outstanding, Outstanding Number of Options | 1,320,000 |
Options Exercisable, Weighted Exercise Average Remaining Life In Years | 3 years 1 month 6 days |
Options Exercisable, Exercisable Number of Options | 577,506 |
Exercise Price Range 1.10 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Weighted Exercise Average Price | $ / shares | $ 1.10 |
Options Outstanding, Outstanding Number of Options | 1,038,750 |
Options Exercisable, Weighted Exercise Average Remaining Life In Years | 2 years 10 months 25 days |
Options Exercisable, Exercisable Number of Options | 528,770 |
Exercise Price Range 2.20 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Weighted Exercise Average Price | $ / shares | $ 2.20 |
Options Outstanding, Outstanding Number of Options | 1,242,000 |
Options Exercisable, Weighted Exercise Average Remaining Life In Years | 1 year 4 months 24 days |
Options Exercisable, Exercisable Number of Options | 1,242,000 |
Exercise Price Range 3.30 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Weighted Exercise Average Price | $ / shares | $ 3.30 |
Options Outstanding, Outstanding Number of Options | 10,000 |
Options Exercisable, Weighted Exercise Average Remaining Life In Years | 4 months 24 days |
Options Exercisable, Exercisable Number of Options | 10,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | Sep. 28, 2015 | Dec. 31, 2019 | Dec. 31, 2018 |
Commitments And Contingencies [Line Items] | |||
Operating lease remaining term | 8 months 2 days | ||
Percentage of payment escalate per year | 3.00% | ||
Operating leases, rent expense | $ 232,471 | $ 211,271 | |
Operating Lease Agreement [Member] | |||
Commitments And Contingencies [Line Items] | |||
Lease expiration date | Aug. 31, 2020 | ||
Operating lease remaining term | 8 months 12 days | ||
Chief Executive Officer [Member] | Employment Agreement [Member] | |||
Commitments And Contingencies [Line Items] | |||
Salaries, wages and officers' compensation | $ 401,700 | ||
Annual percentage increase of compensation | 3.00% |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Supplemental Cash Flows Information Related to Leases (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating cash flows from operating leases | $ 240,375 |
Right-of-use assets obtained in exchange for lease obligations Operating leases | $ 361,020 |
Weighted Average Remaining Lease Term Operating leases | 8 months 2 days |
Weighted Average Discount Rate Operating leases | 8.00% |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Future Minimum Payments On Operating Leases (Details) | Dec. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 163,424 |
Total | $ 163,424 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Feb. 17, 2020USD ($) | Mar. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Mar. 27, 2020 | Jun. 30, 2018 |
Subsequent Event [Line Items] | ||||||
Foreign currency exchange rate, translation | 28.880 | |||||
Debt maturity date | Dec. 31, 2020 | |||||
Proceeds from convertible debt | $ 786,000 | $ 3,507,530 | ||||
Argentine Peso to U S Currency Exchange Rate [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Foreign currency exchange rate, translation | 59.8979 | 37.5690 | ||||
British Pound to U S Currency Exchange Rate [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Foreign currency exchange rate, translation | 0.7541 | 0.7851 | ||||
Subsequent Event [Member] | Accredited Investor [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt maturity date | Dec. 31, 2020 | |||||
Debt discount rate, percentage | 15.00% | |||||
Subsequent Event [Member] | Accredited Investor [Member] | Convertible Notes [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from convertible debt | $ 625,000 | |||||
Subsequent Event [Member] | Maximum [Member] | Accredited Investor [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Unsecured convertible promissory note | $ 1,500,000 | |||||
Subsequent Event [Member] | Argentine Peso to U S Currency Exchange Rate [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Foreign currency exchange rate, translation | 64.2441 | |||||
Subsequent Event [Member] | British Pound to U S Currency Exchange Rate [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Foreign currency exchange rate, translation | 0.8126 |