Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Apr. 12, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | Gaucho Group Holdings, Inc. | ||
Entity Central Index Key | 0001559998 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 24,031,901 | ||
Entity Common Stock, Shares Outstanding | 7,475,758 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash | $ 134,536 | $ 40,378 |
Accounts receivable, net of allowance of $180,941 and $126,216 at December 31, 2020 and 2019, respectively | 255,720 | 335,622 |
Accounts receivable - related parties, net of allowance of $332,130 and $514,087 at December 31, 2020 and 2019, respectively | 252,852 | 39,837 |
Advances to employees | 282,508 | 281,783 |
Inventory | 1,172,775 | 1,163,260 |
Real estate lots held for sale | 139,492 | 139,492 |
Operating lease right-of-use asset | 148,581 | |
Investment | 53,066 | 74,485 |
Deposits, current | 35,854 | |
Prepaid expenses and other current assets | 196,539 | 205,309 |
Total Current Assets | 2,523,342 | 2,428,747 |
Long Term Assets | ||
Property and equipment, net | 2,860,222 | 2,914,715 |
Prepaid foreign taxes, net | 519,499 | 474,130 |
Investment - related parties | 457 | 3,470 |
Deferred offering costs | 67,016 | |
Deposits, non-current | 99,298 | |
Total Assets | 5,970,536 | 5,920,360 |
Current Liabilities | ||
Accounts payable | 891,168 | 823,762 |
Accrued expenses, current portion | 1,401,402 | 1,122,345 |
Deferred revenue | 933,941 | 899,920 |
Operating lease liabilities | 157,826 | |
Loans payable, current portion, net of debt discount of $0 and $13,345 at December 31, 2020 and 2019, respectively | 437,731 | 781,719 |
Loans payable - related parties | 566,132 | |
Debt obligations | 1,270,354 | 1,270,354 |
Investor deposits | 29,950 | 29,950 |
Other current liabilities | 131,895 | 85,945 |
Total Current Liabilities | 5,096,441 | 5,737,953 |
Long Term Liabilities | ||
Accrued expenses, non-current portion | 169,678 | 86,398 |
Loans payable, non-current portion, net of debt discount of $0 and $3,417 at December 31, 2020 and 2019, respectively | 310,591 | 96,583 |
Total Liabilities | 5,576,710 | 5,920,934 |
Commitments and Contingencies (Note 17) | ||
Series B convertible redeemable preferred stock, par value $0.01 per share; 902,670 shares authorized; 901,070 and 902,670 issued and outstanding at December 31, 2020 and 2019, respectively. Liquidation preference of $9,543,260 at December 31, 2020. | 9,010,824 | 9,026,824 |
Stockholders' Deficiency | ||
Common stock, par value $0.01 per share; 150,000,000 shares authorized; 5,234,406 and 4,021,470 shares issued and 5,231,037 and 4,018,101 shares outstanding as of December 31, 2020 and 2019, respectively. | 52,344 | 40,215 |
Additional paid-in capital | 96,951,440 | 91,238,518 |
Accumulated other comprehensive loss | (11,932,801) | (12,399,833) |
Accumulated deficit | (93,534,828) | (87,886,307) |
Treasury stock, at cost, 3,369 shares at December 31, 2020 and 2019 | (46,355) | (46,355) |
Total Gaucho Group Holdings, Inc. Stockholders' Deficiency | (8,510,200) | (9,053,762) |
Non-controlling interest | (106,798) | 26,364 |
Total Stockholders' Deficiency | (8,616,998) | (9,027,398) |
Total Liabilities, Temporary Equity and Stockholders' Deficiency | 5,970,536 | 5,920,360 |
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, 2020 | Dec. 31, 2019 |
Accounts receivable, allowance doubtful accounts | $ 180,941 | $ 126,216 |
Debt discount current | 0 | 13,345 |
Debt discount non current | $ 0 | $ 3,417 |
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 | 901,070 | 902,670 |
Series B convertible redeemable preferred stock, shares outstanding | 901,070 | 902,670 |
Liquidation preference | $ 9,543,260 | |
Preferred stock, shares authorized | 11,000,000 | 11,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 5,234,406 | 4,021,470 |
Common stock, shares outstanding | 5,231,037 | 4,018,101 |
Treasury stock, shares | 3,369 | 3,369 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 10,097,330 | 10,097,330 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | ||
Related Party [Member] | ||
Accounts receivable, allowance doubtful accounts | $ 332,130 | $ 514,087 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Sales | $ 635,789 | $ 1,284,437 |
Cost of sales | (726,686) | (1,040,339) |
Gross loss | (90,897) | 244,098 |
Operating Expenses (Income) | ||
Selling and marketing | 320,768 | 482,677 |
General and administrative | 4,814,312 | 6,428,625 |
Depreciation and amortization | 170,189 | 196,438 |
Gain from insurance settlement | (30,240) | (165,508) |
Total operating expenses | 5,275,029 | 6,942,232 |
Loss from Operations | (5,365,926) | (6,698,134) |
Other Expense (Income) | ||
Interest expense, net | 245,174 | 360,413 |
Loss on extinguishment of debt | 355,602 | |
Gain on debt restructuring | (130,421) | |
Gain on settlement of payables | (2,100) | |
Gains from foreign currency translation | (52,498) | (101,732) |
Total other expense | 415,757 | 258,681 |
Net Loss | (5,781,683) | (6,956,815) |
Net loss attributable to non-controlling interest | 133,162 | 293,007 |
Series B preferred stock dividends | (721,752) | (721,057) |
Net Loss Attributable to Common Stockholders | $ (6,370,273) | $ (7,384,865) |
Net Loss per Common Share | $ (1.47) | $ (2.03) |
Weighted Average Number of Common Shares Outstanding: | ||
Basic and Diluted | 4,310,440 | 3,643,342 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (5,781,683) | $ (6,956,815) |
Other comprehensive income: | ||
Foreign currency translation adjustments | 467,032 | 710,386 |
Comprehensive loss | (5,314,651) | (6,246,429) |
Comprehensive loss attributable to non-controlling interests | 133,162 | 293,007 |
Comprehensive loss attributable to controlling interests | $ (5,181,489) | $ (5,953,422) |
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, 2018 | $ 9,026,824 | ||||||||
Balance, shares at Dec. 31, 2018 | 902,670 | ||||||||
Balance at Dec. 31, 2018 | $ 31,159 | $ (46,355) | $ 84,250,667 | $ (13,110,219) | $ (81,222,499) | $ (10,097,247) | $ (10,097,247) | ||
Balance, shares at Dec. 31, 2018 | 3,115,902 | 3,369 | |||||||
Common stock issued in satisfaction of 401(k) profit sharing liability | $ 121 | 63,293 | 63,414 | 63,414 | |||||
Common stock issued in satisfaction of 401(k) profit sharing liability, shares | 12,079 | ||||||||
Options and warrants | 432,187 | 432,187 | 432,187 | ||||||
Common stock issued for cash | $ 8,783 | 4,601,917 | 4,610,700 | 4,610,700 | |||||
Common stock issued for cash, shares | 878,257 | ||||||||
Common stock issued upon conversion of convertible debt and interest | $ 56 | 52,604 | 52,660 | 52,660 | |||||
Common stock issued upon conversion of convertible debt and interest, shares | 5,573 | ||||||||
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 | $ 96 | 50,613 | 50,709 | 50,709 | |||||
Common stock issued in satisfaction of debt obligations, shares | 9,659 | ||||||||
Net loss | (6,663,808) | (6,663,808) | (293,007) | (6,956,815) | |||||
Other comprehensive income | 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 | $ 40,215 | $ (46,355) | 91,238,518 | (12,399,833) | (87,886,307) | (9,053,762) | 26,364 | $ (9,027,398) | |
Balance, shares at Dec. 31, 2019 | 4,021,470 | 3,369 | |||||||
Common stock issued in satisfaction of 401(k) profit sharing liability | $ 95 | 52,637 | 52,732 | 52,732 | |||||
Common stock issued in satisfaction of 401(k) profit sharing liability, shares | 9,509 | ||||||||
Options and warrants | 361,253 | 361,253 | 361,253 | ||||||
Common stock issued upon conversion of convertible debt and interest | $ 6,423 | 3,624,576 | 3,630,999 | 3,630,999 | |||||
Common stock issued upon conversion of convertible debt and interest, shares | 642,259 | ||||||||
Common stock issued for services | $ 760 | 107,506 | 108,266 | 108,266 | |||||
Common stock issued for services, shares | 76,027 | ||||||||
Common stock and warrants issued for cash | $ 3,014 | 1,568,787 | 1,571,801 | 1,571,801 | |||||
Common stock and warrants issued for cash, shares | 301,441 | ||||||||
Dividends declared on Series B convertible redeemable preferred stock | (1,534,086) | (1,534,086) | (1,534,086) | ||||||
Common stock issued in satisfaction of dividends payable | $ 1,837 | 1,532,249 | 1,534,086 | 1,534,086 | |||||
Common stock issued in satisfaction of dividends payable, shares | 183,700 | ||||||||
Repurchase of preferred stock | $ (16,000) | ||||||||
Repurchase of preferred stock, shares | (1,600) | ||||||||
Net loss | (5,648,521) | (5,648,521) | (133,162) | (5,781,683) | |||||
Other comprehensive income | 467,032 | 467,032 | $ 467,032 | ||||||
Balance at Dec. 31, 2020 | $ 9,010,824 | ||||||||
Balance, shares at Dec. 31, 2020 | 901,070 | 901,070 | |||||||
Balance at Dec. 31, 2020 | $ 52,344 | $ (46,355) | $ 96,951,440 | $ (11,932,801) | $ (93,534,828) | $ (8,510,200) | $ (106,798) | $ (8,616,998) | |
Balance, shares at Dec. 31, 2020 | 5,234,406 | 3,369 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities | ||
Net loss | $ (5,781,683) | $ (6,956,815) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation: 401(k) stock | 31,778 | 55,196 |
Stock-based compensation: Options and warrants | 361,253 | 432,187 |
Stock-based compensation: Common stock | 31,350 | |
Gain on foreign currency translation | (52,498) | (101,732) |
Unrealized investment losses | 3,013 | 4,370 |
Depreciation and amortization | 170,189 | 196,438 |
Loss on disposal of asset | 401 | |
Amortization of right-of-use asset | 92,862 | 212,441 |
Amortization of debt discount | 9,335 | 21,336 |
Provision for uncollectible assets | 70,535 | 126,157 |
Loss on derecognition of right-of-use asset and lease liabilities | 39,367 | |
Gain on debt restructuring | (130,421) | |
Gain on settlement of payables | (2,100) | |
Loss on extinguishment of debt | 355,602 | |
Write-down of inventory | 193,564 | |
Decrease (increase) in assets: | ||
Accounts receivable | (798,446) | (181,247) |
Inventory | (9,515) | (322,929) |
Deposits | 20,611 | (38,014) |
Prepaid expenses and other current assets | (40,018) | (116,563) |
Increase (decrease) in liabilities: | ||
Accounts payable and accrued expenses | 703,698 | 615,792 |
Operating lease liabilities | (98,641) | (203,196) |
Deferred revenue | 34,021 | (3,841) |
Other liabilities | 45,950 | (13,956) |
Total Adjustments | 837,925 | 876,404 |
Net Cash Used in Operating Activities | (4,943,758) | (6,080,411) |
Cash Flows from Investing Activities | ||
Purchase of property and equipment | (115,454) | (139,271) |
Purchase of investment | (74,485) | |
Net Cash Used in Investing Activities | (115,454) | (213,756) |
Cash Flows from Financing Activities | ||
Proceeds from loans payable | 27,641 | |
Proceeds from loans payable - related parties | 574,000 | 566,132 |
Repayments of loans payable | (355,583) | (197,034) |
Repayments of loans payable - related parties | (673,550) | |
Proceeds from convertible debt obligations | 3,221,919 | 786,000 |
Repayments of debt obligations | (95,500) | |
Proceeds from common stock offering | 1,571,801 | 4,610,700 |
Proceeds from PPP Loan | 242,487 | |
Proceeds from SBA Economic Injury Disaster Loan | 94,000 | |
Proceeds from investor deposits | 29,950 | |
Repurchase of preferred stock | (16,000) | |
Net Cash Provided by Financing Activities | 4,686,715 | 5,700,248 |
Effect of Exchange Rate Changes on Cash | 466,655 | 575,809 |
Net Increase (Decrease) in Cash | 94,158 | (18,110) |
Cash - Beginning of Year | 40,378 | 58,488 |
Cash - End of Year | 134,536 | 40,378 |
Supplemental Disclosures of Cash Flow Information: | ||
Interest paid | 252,772 | 333,091 |
Income taxes paid | ||
Non-Cash Investing and Financing Activity | ||
Accrued stock-based compensation converted to equity | 52,732 | 63,414 |
Debt and interest payable converted to equity | 3,630,999 | 52,660 |
Notes payable exchanged for common stock of GGI | 2,106,608 | |
Common stock issued in satisfaction of debt obligations | 50,709 | |
Common stock issued in satisfaction of payable | 9,900 | |
Common stock issued as deferred offering costs | 67,016 | |
Dividends declared on Series B Convertible Redeemable Preferred Stock | 1,534,086 | |
Common stock issued to satisfy dividends payable | $ 1,534,086 |
Business Organization, Nature o
Business Organization, Nature of Operations and Risks and Uncertainties | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Organization, Nature of Operations and Risks and Uncertainties | 1. BUSINESS ORGANIZATION, NATURE OF OPERATIONS AND RISKS AND UNCERTAINTIES Organization and Operations 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 a collection of luxury assets, including real estate development, fine wines, and a boutique hotel in Argentina, as well as an e-commerce platform for the sale of high-end fashion and accessories. 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 also holds a 79% ownership interest in its subsidiary Gaucho Group, Inc. (“GGI”) which began operations in 2019 for the distribution and sale of high-end luxury fashion and accessories through an e-commerce platform. On March 20, 2020, the Company formed a wholly-owned subsidiary, Bacchus Collection, Inc., which is still in the concept stage for the production of elegant wine and bar essentials. Risks and Uncertainties In December 2019, the 2019 novel coronavirus (“COVID-19”) surfaced in Wuhan, China. The World Health Organization declared the outbreak as a global pandemic in March 2020. Recently, we temporarily closed our corporate office, as well as our hotel, restaurant, winery operations, and golf and tennis operations. Further, the outsourced factories which Gaucho ordered products have closed, borders for importing product have been impacted and the Gaucho fulfillment center is also closed. In response, we have reduced costs by negotiating out of our New York lease, renegotiating with our vendors, and implementing salary reductions. We have also created an e-commerce platform for our wine sales in response to the pandemic. On October 19, 2020, we re-opened our winery and golf and tennis facilities with COVID-19 measures implemented. Most recently, we reopened the Algodon Mansion as of November 11, 2020 with COVID-19 measures implemented. Additionally, the construction on homes were temporarily halted from March to September but has resumed. The Company is continuing to monitor the outbreak of COVID-19 and the related business and travel restrictions, and changes to behavior intended to reduce its spread, and the related impact on the Company’s operations, financial position and cash flows, as well as the impact on its employees. Due to the rapid development and fluidity of this situation, the magnitude and duration of the pandemic and its impact on the Company’s future operations and liquidity is uncertain as of the date of this report. While there could ultimately be a material impact on operations and liquidity of the Company, at the time of issuance, the impact could not be determined. Reverse Stock Split A 15:1 reverse stock split of the Company’s common stock was effected on February 16, 2021 (the “Reverse Stock Split”). All share and per share information has been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented, unless otherwise indicated. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. 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. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). 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 10 – 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 investments, equity and liability 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. Liquidity As of December 31, 2020, the Company had cash, working capital deficit and an accumulated deficit of $134,536, $2,574,361 and $93,534,828, respectively. During the year ended December 31, 2020 and 2019, the Company incurred a net loss of $5,781,683 and $6,956,815, respectively, and used cash in operating activities of $4,943,758 and $6,080,411, respectively. On February 19, 2021, the Company closed on an underwritten public offering of 1,333,334 Units at $6.00 per unit for approximate gross proceeds of $8 million, before deducting underwriting discounts and commissions and estimated offering expenses. See Note 18 – Subsequent Events. The Company expects that its cash on hand, as well as the forecasted cash generated from operating activities which includes projected increases in revenues, will fund its operations for a least 12 months after the issuance date of these financial statements. Since inception, the Company’s operations have primarily been funded through proceeds received in equity and debt financings. The Company believes it has access to capital resources and continues to evaluate additional financing opportunities. There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its development initiatives or attain profitable operations. The Company’s operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. The Company’s future capital requirements and the adequacy of its available funds will depend on many factors, including the Company’s ability to successfully commercialize its products and services, competing technological and market developments, and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement its product and service offerings. 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 (“ARS”)” 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 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, 2020 and 2019, the Company recorded gains on foreign currency translations of $52,498 and $101,732, 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. The assets and liabilities of Algodon Europe, LTD are translated from its local currency (British Pound) to the Company’s reporting currency using period end exchange rate while income and expense accounts were translated at the average rate 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 assets, liabilities and income and expense accounts of the Company’s Argentine subsidiaries are translated as described above. 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, 2020 and 2019 was $70,535 and $126,157, respectively. Write-offs of accounts receivable for the years ended December 31, 2020 and 2019 were $151,082 and $516, 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 Accounting Standards Codification (“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 years ended December 31, 2020 and 2019, the Company recorded $0 and $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, 2020 or 2019. Convertible Debt The Company evaluates for the existence of a beneficial conversion feature (“BCF”) related to the issuance of convertible notes, if such instruments are not deemed to be derivative financial instruments, by comparing the commitment date fair value to the effective conversion price of the instrument. The Company records a BCF as debt discount, which is amortized to interest expense over the life of the respective note using the effective interest method. BCFs that are contingent upon the occurrence of a future event are recognized when the contingency is resolved. Sequencing Policy Under 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 or the Company’s total potentially dilutive shares exceed the Company’s authorized share limit, 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 $54,681 and $29,027 at December 31, 2020 and 2019, 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): For the Years Ended December 31, 2020 2019 Assets - Argentina $ 5,064,401 $ 5,020,787 Assets - U.S. 906,135 899,573 Total Assets $ 5,970,536 $ 5,920,360 Liabilities - Argentina $ 1,979,719 $ 2,373,203 Liabilities - U.S. 3,596,991 3,547,731 Total Liabilities $ 5,576,710 $ 5,920,934 For the Years Ended December 31, 2020 2019 Sales - Argentina $ 632,628 $ 1,272,772 Sales - U.S. 3,161 11,665 Total Revenues $ 635,789 $ 1,284,437 Net loss - Argentina $ (1,040,681 ) $ (1,559,766 ) Net loss - U.S. (4,741,002 ) (5,397,049 ) Total Net Loss $ (5,781,683 ) $ (6,956,815 ) 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, 2020 and 2019, respectively. Segment Information The Financial Accounting Standards Board (“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 (including hospitality and winery operations, which support the ALGODON® brand) (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 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 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, 2020 2019 Hotel rooms and events $ 258,607 $ 740,284 Restaurants 127,335 169,600 Winemaking 101,630 180,692 Golf, tennis and other 140,545 182,196 Clothes and accessories 7,672 11,665 Total revenues $ 635,789 $ 1,284,437 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. Revenue from real estate lot sales is recorded when the lot is deeded, and legal ownership of the lot is transferred to the customer. 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. 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, 2020 and 2019, the Company had deferred revenue of $849,828 and $838,471, respectively, associated with real estate lot sale deposits and had $84,113 and $61,449, 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, 2020 2019 Options 626,579 636,750 Warrants 969,827 37,790 Series B convertible preferred stock 600,713 601,780 Total potentially dilutive shares 2,197,119 1,276,320 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 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 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, 2020 and 2019 was $306,710 and $319,919, respectively. New Accounting Pronouncements 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 adopted ASU 2018-13, effective January 1, 2020, which did not have a material effect 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 adopted ASU 2019-12, effective January 1, 2021, which did not have a material effect on the Company’s consolidated financial statements. In March 2020, the FASB issued ASU 2020-03, “Codification Improvements to Financial Instruments” (“ASU 2020-03”). ASU 2020-03 improves and clarifies various financial instruments topics. ASU 2020-03 includes seven different issues that describe the areas of improvement and the related amendments to GAAP, intended to make the standards easier to understand and apply by eliminating inconsistencies and providing clarifications. The Company adopted ASU 2020-03 upon issuance, which did not have a material effect on the Company’s consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible debt instruments and convertible preferred stock by reducing the number of accounting models and the number of embedded conversion features that could be recognized separately from the primary contract. The update also requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share. The new guidance is effective for annual periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. This update can be adopted on either a fully retrospective or a modified retrospective basis. The Company adopted ASU 2020-06, effective January 1, 2021, which did not have a material effect on the Company’s consolidated financial statements. In October 2020, the FASB issued ASU 2020-10, Codification Improvements, which updates various codification topics by clarifying or improving disclosure requirements to align with the SEC’s regulations. The guidance is effective for the Company beginning in the first quarter of fiscal year 2022 with early adoption permitted. The Company will adopt ASU 2020-10 as of the reporting period beginning January 1, 2021. The adoption of this update is not expected to have a material effect on the Company’s consolidated financial statements. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | 3. INVENTORY Inventory at December 31, 2020 and 2019 was comprised of the following: December 31, 2020 2019 Vineyard in process $ 286,491 $ 304,067 Wine in process 576,801 539,380 Finished wine 39,549 23,467 Clothes and accessories 215,951 224,965 Other 53,983 71,381 Total $ 1,172,775 $ 1,163,260 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipmrnt | 4. PROPERTY AND EQUIPMENT Property and equipment consist of the following: December 31, 2020 2019 Buildings and improvements $ 1,915,965 $ 2,026,657 Real estate development 748,764 669,167 Land 660,315 522,225 Furniture and fixtures 349,729 347,819 Vineyards 204,636 199,816 Machinery and equipment 490,169 487,618 Leasehold improvements - 164,375 Computer hardware and software 230,648 231,228 4,600,226 4,648,905 Less: Accumulated depreciation and amortization (1,740,004 ) (1,734,190 ) Property and equipment, net $ 2,860,222 $ 2,914,715 During the year ended December 31, 2020, upon terminating its New York City lease, the Company wrote-off approximately $164,000 of fully amortized leasehold improvements. Depreciation and amortization of property and equipment was $170,189 and $196,438 for the years ended December 31, 2020 and 2019, 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. |
Prepaid Foreign Taxes
Prepaid Foreign Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Prepaid Expense, Noncurrent [Abstract] | |
Prepaid Foreign Taxes | 5. PREPAID FOREIGN TAXES Prepaid foreign taxes, net, of $519,499 and $474,130 at December 31, 2020 and 2019, respectively, consists primarily of prepaid 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 $193,798 and $231,441 as of December 31, 2020 and 2019, respectively. |
Investments and Fair Value of F
Investments and Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Investments and Fair Value of Financial Instruments | 6. 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 often 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, 2020 Level 1 Level 2 Level 3 Total Warrants - Affiliates $ - $ - $ 457 $ 457 Government Bond 53,066 - - 53,066 As of December 31, 2019 Level 1 Level 2 Level 3 Total Warrants - Affiliates $ - $ - $ 3,470 $ 3,470 Government Bond 74,485 - - 74,485 A reconciliation of Level 3 assets is as follows: Warrants - Affiliates Balance - January 1, 2019 $ 7,840 Unrealized loss (4,370 ) Balance - December 31, 2019 3,470 Unrealized loss (3,013 ) Balance - December 31, 2020 $ 457 Investment at December 31, 2020 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 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, 2020. The bond was purchased to settle specific Argentine taxes with interest and penalties, of which majority of the amount was used on the date of purchase. As of December 31, 2020, the Company issued a legal claim with the government to seek a resolution to apply the remaining amount to another debt or to receive a refund. Investment – related parties at December 31, 2020, consisted of retained certain affiliate warrants which are marked to market at each reporting date using the Black-Scholes option pricing model. The Company recorded unrealized losses on the affiliate warrants of $3,013 and $4,370 during the twelve months ended December 31, 2020 and 2019, respectively, which are included in revenues on the accompanying consolidated statements of operations. 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, 2020 | |
Accrued Liabilities [Abstract] | |
Accrued Expenses | 7. ACCRUED EXPENSES Accrued expenses are comprised of the following: December 31, 2020 2019 Accrued compensation and payroll taxes $ 169,164 $ 210,900 Accrued taxes payable - Argentina 201,704 170,873 Accrued interest 609,725 484,026 Other accrued expenses 420,809 256,546 Accrued expenses, current 1,401,402 1,122,345 Accrued payroll tax obligations, non-current 169,678 86,398 Total accrued expenses $ 1,571,080 $ 1,208,743 On November 27,2020, the Company entered into various payment plans, under which it agreed to pay its Argentine payroll tax obligations over a period of 60 to 120 months. On The current portion of payments due under the plan is $144,283 and $134,989 as of December 31, 2020 and 2019, 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 $29,043 and $75,704 during the years ended December 31, 2020 and 2019, respectively, related to this payment plan. |
Deferred Revenues
Deferred Revenues | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenues | 8. DEFERRED REVENUES Deferred revenues are comprised of the following: For the Years Ended December 31, 2020 2019 Real estate lot sales deposits $ 849,828 $ 838,471 Other 84,113 61,449 Total $ 933,941 $ 899,920 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. No additional agreements for the sale of real estate building lots were executed during 2020 and 2019. To date, twenty-five lots have been sold. Revenue is recorded when the sale closes, and the deeds are issued. |
Loans Payable
Loans Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Loans Payable | 9. LOANS PAYABLE The Company’s loans payable are summarized below: December 31, 2020 December 31, 2019 Gross Principal Amount Debt Discount Loans Payable, Gross Principal Amount Debt Discount Loans Payable, PPP Loan $ 242,486 $ - $ 242,486 $ - $ - $ - EIDL 94,000 - 94,000 - - - 2020 Demand Loan 14,749 - 14,749 - - - 2018 Demand Loan - - - 6,678 - 6,678 2018 Loan 301,559 - 301,559 352,395 - 352,395 2017 Loan 15,115 - 15,115 67,491 - 67,491 Land Loan 80,413 - 80,413 468,500 (16,762 ) 451,738 Total Loans Payable 748,322 - 748,322 895,064 (16,762 ) 878,302 Less: current portion 437,731 - 437,731 795,064 (13,345 ) 781,719 Loans Payable, non-current $ 310,591 $ - $ 310,591 $ 100,000 $ (3,417 ) $ 96,583 During the years ended December 31, 2020 and 2019, the Company made principal payments on loans payable in the aggregate of $355,583 and $197,034, respectively, of which $7,940 and $0, respectively, were paid on the 2020 Demand Loan, $5,906 and $0, respectively, were paid on the 2018 Demand Loan, $50,836 and $112,255, respectively, were paid on the 2018 Loan, $40,662 and $53,279, respectively, were paid on the 2017 Loan, and $250,239 and $31,500, respectively, were paid on the Land Loan. The remaining decrease in principal balances are the result of the impact of the change in exchange rates during the period. The Company incurred interest expense related to the loans payable in the amount of $57,633 and $130,311 during the years ended December 31, 2020 and 2019, respectively, of which $9,335 and $21,336, respectively represented amortization of debt discount. Future minimum principal payments under the loans payable are as follows: Total Years ending December 31, Payment 2021 $ 437,731 2022 217,091 2023 2,037 2024 2,105 2025 2,195 Thereafter 87,163 $ 748,322 Land Loan 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. On August 12, 2020, the terms of the Land Loan were amended such that (i) the original maturity date (August 18, 2021) was changed to December 31, 2020 and (ii) the remaining balance was reduced by $137,850 from $459,500 to $321,652. The Company agreed to pay the loan in four equal payments at the end of each month starting August 30, 2020. The amendment was accounted for as a debt restructuring with the future undiscounted cash flows being less than the net carrying value of the original debt. No interest expense is recorded going forward and all future payments reduce the carrying value. A gain of $130,421 was recorded in connection with the restructuring of the Land Loan. Demand Loan On March 1, 2020, the Company received a loan in the amount of $27,641 (ARS $1,777,778) (the” 2020 Demand Loan”) which bears interest at 10% per month and is due upon demand of the lender (the “Demand Loan”). Interest is paid monthly. PPP Loan On May 6, 2020, the Company entered into a potentially forgivable loan from the U.S. Small Business Administration (“SBA”) pursuant to the Paycheck Protection Program (“PPP”) enacted by Congress under the Coronavirus Aid, Relief, and Economic Security Act (15 U.S.C. 636(a)(36)) (the “CARES Act”), resulting in net proceeds of $242,487 (the “PPP Loan”). To facilitate the PPP Loan, the Company entered into a note payable agreement with Santander Bank, N.A. as the lender. Under the terms of the CARES Act, as amended by the Paycheck Protection Program Flexibility Act of 2020, the Company is eligible to apply for and receive forgiveness for all or a portion of their respective PPP Loan. Such forgiveness will be determined, subject to limitations, based on the use of the loan proceeds for certain permissible purposes as set forth in the PPP, including, but not limited to, payroll costs (as defined under the PPP) and mortgage interest, rent or utility costs (collectively, “Qualifying Expenses”) incurred during the 24 weeks subsequent to funding, and on the maintenance of employee and compensation levels, as defined, following the funding of the PPP Loan. The Company intends to use the proceeds of the PPP Loan for Qualifying Expenses. However, no assurance is provided that the Company will be able to obtain forgiveness of the PPP Loan in whole or in part. Any amounts that are not forgiven incur interest at 1.0% per annum and monthly repayments of principal and interest are deferred to the earlier of (i) when the Small Business Administration remits the forgiven amount to the lender or notifies the lender that no forgiveness is allowed or (ii) October 31, 2021. While the Company’s PPP Loan currently has a two-year maturity, the amended law will permit the Company to request a five-year maturity, subject to the approval of the counterparty. On March 26, 2021, the Company was approved for the forgiveness on the full amount of the PPP Loan. (See Note 18 – Subsequent events). SBA Economic Injury Disaster Loans On May 22, 2020, the Company received a loan in the principal amount of $94,000 (the “EIDL Loan”) pursuant to the Economic Injury Disaster Loan (“EIDL”) assistance program offered by the SBA in response to the impact of the COVID-19 pandemic on the Company’s business. The EIDL Loan bears interest at 3.75% per annum and matures on May 22, 2050. Proceeds from the EIDL are being used for working capital purposes. Monthly installment payments of $459, including principal and interest, are due monthly beginning May 22, 2021. The EIDL Loan is secured by a security interest in all of the Company’s assets. |
Debt Obligations
Debt Obligations | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt Obligations | 10. DEBT OBLIGATIONS The Company’s debt obligations as of December 31, 2020 and 2019 are summarized below: December 31, 2020 December 31, 2019 Principal Interest [1] Total Principal Interest [1] Total 2010 Debt Obligations $ - $ 330,528 $ 330,528 $ - $ 305,294 $ 305,294 2017 Notes $ 1,170,354 $ 261,085 1,431,439 1,170,354 167,341 1,337,695 Gaucho Notes $ 100,000 $ 13,270 113,270 100,000 6,260 106,260 Total Debt Obligations $ 1,270,354 $ 604,883 $ 1,875,237 $ 1,270,354 $ 478,895 $ 1,749,249 [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 $330,528 and $305,294 owed on the 2010 Debt Obligations remained outstanding as of December 31, 2020 and 2019, respectively. The Company incurred interest expense of $25,234 and $25,559 during the years ended December 31, 2020 and 2019, 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. 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 5,573 shares of common stock at a conversion price of $9.45 per share. The Company incurred total interest expense of $93,744 and $95,641 related to this debt during the years ended December 31, 2020 and 2019, respectively. The remaining principal balance owed on the 2017 Notes of $1,170,354 is past due as of December 31, 2020. The 2017 Notes matured on June 30, 2019. The principal balance outstanding on the 2017 Notes at December 31, 2020 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 9,659 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, 2020, principal and interest of $100,000 and $13,270 remain outstanding under the Gaucho Notes. The Company incurred total interest expense of $7,010 and $46,746 related to the Gaucho Notes during the years ended December 31, 2020 and 2019, respectively. The principal balance of the Gaucho Notes at December 31, 2020 is no longer convertible, since the notes are past their maturity date. Interest continues to accrue based on the interest rate stated above. |
Convertible Debt Obligations
Convertible Debt Obligations | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Debt Obligations | 11. CONVERTIBLE DEBT OBLIGATIONS Between August 25, 2020 and September 2, 2020, the Company sold unsecured convertible promissory notes (“New Convertible Notes”) in an aggregate amount of $1,259,000 to accredited investors with a substantive pre-existing relationship with the Company. The New Convertible Notes mature on December 31, 2020 and bear interest at 7% per annum. Pursuant to the terms of the New Convertible Notes, principal and interest outstanding under the New Convertible Notes automatically convert into Units at a conversion price of $5.10 per Unit at such time when the Company has sufficient shares of common stock authorized. Each Unit consists of one share of common stock and a one-year warrant exercisable at a price equal to the purchase of the Unit, expiring 12 months from the date of issuance (“Unit”). The Company incurred total interest expense of $1,314 related to the New Convertible Notes during the year ended December 31, 2020, respectively. On September 2, 2020, the Company increased the number of authorized shares and issued an aggregate of 247,123 Units to accredited investors upon the automatic conversion of principal and interest of $1,259,000 and $1,314, respectively, outstanding under the New Convertible Notes. During the year ended December 31, 2020, the Company sold unsecured convertible promissory notes (“Convertible Notes”) in an aggregate amount of $1,962,919 to accredited investors with a substantive pre-existing relationship with the Company. The Convertible Notes mature on December 31, 2020 and bear interest at 7% per annum. Principal and interest outstanding under the Convertible Notes are convertible (i) automatically upon the closing of a firm commitment underwritten public offering registered pursuant to the Securities Act of 1933, as amended (a “Public Offering”, at a conversion price equal to 85% of the price per share of the Company’s common stock sold in the Public Offering (the “Mandatory Conversion Option”), or (ii) at the option of the holder at any time prior to the Public Offering at a conversion price equal to the closing price of the Company’s common stock on the day prior to conversion (the “Holder’s Conversion Option”). The Company incurred total interest expense of $52,164 related to this debt during the nine months ended September 30, 2020. On October 1, 2020, the Company converted all its remaining Convertible Notes into Units at a price of $5.10 per Unit, such that the Company issued an aggregate of 395,136 Units to accredited investors upon the automatic conversion of principal and interest of $1,962,919 and $52,164, respectively, outstanding under the New Convertible Notes. The Company accounted for the transaction as a debt extinguishment and, a result, recognized a loss on extinguishment of $355,602. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
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 loss before income taxes were as follows: For the Years Ended December 31, 2020 2019 United States $ (4,741,002 ) $ (5,397,049 ) International (1,040,681 ) (1,559,766 ) Loss before income taxes $ (5,781,683 ) $ (6,956,815 ) The income tax provision (benefit) consisted of the following: For the Years Ended December 31, 2020 2019 Federal Current $ - $ - Deferred (238,985 ) (745,677 ) State and local Current - - Deferred 5,778,140 425,387 Foreign Current - - Deferred 130,114 326,017 5,669,269 5,727 Change in valuation allowance (5,669,269 ) (5,727 ) Income tax provision (benefit) $ - $ - For the years ended December 31, 2020 and 2019, 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, 2020 2019 U.S. federal statutory rate (21.0 )% (21.0 )% State taxes, net of federal benefit 0 % (0.1 )% Permanent differences 1.4 % 0.7 % Write-off of deferred tax asset 115.4 % 18.9 % Prior period adjustments 1.5 % 2.4 % Other 0.8 % (0.9 )% Change in valuation allowance (98.1 )% (0.1 )% Income tax provision (benefit) 0.0 % 0.0 % As of December 31, 2020 and 2019, the Company’s deferred tax assets consisted of the effects of temporary differences attributable to the following: For the Years Ended December 31, 2020 2019 Net operating loss $ 14,520,050 $ 19,732,170 Stock based compensation 166,082 349,027 Argentine tax credits 70,201 109,610 Accruals and other 6,720 37,144 Receivable allowances 263,563 469,017 Total deferred tax assets 15,026,616 20,696,968 Valuation allowance (15,026,520 ) (20,695,788 ) Deferred tax assets, net of valuation allowance 96 1,180 Excess of book over tax basis of warrants (96 ) (1,180 ) Net deferred tax assets $ - $ - As of December 31, 2020, the Company has approximately $69,100,000 of gross U.S. federal net operating losses (“NOLs”), which includes approximately $1,500,000 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 $52,400,000 of the federal NOLs will expire from 2021 to 2037 and approximately $16,700,000 have no expiration date. 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, an additional $6,300,000 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 $1,000,000. 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, 2020, the Company has approximately $53,700,000 and $30,100,000 of gross New York State and New York City NOLs, each of which includes approximately $1,500,000 of GGI 2019 NOLs. All of the state and local NOLs will expire from 2035 to 2038. During the year ended December 31, 2020, the Company wrote-off all of the approximately $3,500,000 and $1,900,000 of state and local deferred tax assets (and reduce the valuation allowance by a corresponding amount) associated with the state and local NOLs because the Company no longer has taxable income or losses which are apportioned to New York State or New York City and, at the present time, doesn’t expect to realize the benefits of those NOLs. As of December 31, 2020, the Company has approximately $450,000 of gross U.K. NOL carryovers, which do not expire. During the year ended December 31, 2020, the Company wrote-off all of the approximately $90,000 of deferred tax assets (and reduce the valuation allowance by a corresponding amount) associated with the U.K. NOLs because the Company no longer has operations subject to UK income taxes and, at the present time, doesn’t expect to realize the benefits of those NOLs. In addition, the Company had approximately $70,000 of Argentine tax credits which may be carried forward 10 years and begin to expire in 2021. 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 allowances for the years ended December 31, 2020 and 2019 decreased by approximately $5,669,000 (which was impacted by the write-offs described above) and $6,000, respectively. 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, 2020 and 2019. 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, 2017 (or the year ended December 31, 2001 if the Company were to utilize its NOLs). No tax audits were commenced or were in process during the years ended December 31, 2020 and 2019. 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, 2020 | |
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, 2020 and 2019: For the Year ended December 31, 2020 For the Year ended December 31, 2019 Real Estate Development Fashion Corporate (1) TOTAL Real Estate Development Fashion Corporate (1) TOTAL Revenues $ 632,628 $ 3,161 $ - $ 635,789 $ 1,272,772 $ 11,665 $ - $ 1,284,437 Revenues from Foreign Operations $ 632,628 $ - $ - $ 632,628 $ 1,272,772 $ - $ - $ 1,272,772 Depreciation and Amortization $ 127,692 $ 2,147 $ 40,350 $ 170,189 $ 146,398 $ 1,901 $ 48,139 $ 196,438 Loss from Operations $ (1,162,615 ) $ (745,298 ) $ (3,458,013 ) $ (5,365,926 ) $ (1,469,438 ) $ (1,230,285 ) $ (3,998,411 ) $ (6,698,134 ) Interest Expense, net $ 60,986 $ 7,010 $ 177,178 $ 245,174 $ 192,060 $ 47,034 $ 121,319 $ 360,413 Net Loss $ (1,040,681 ) $ (752,308 ) $ (3,988,694 ) $ (5,781,683 ) $ (1,559,766 ) $ (1,277,319 ) $ (4,119,730 ) $ (6,956,815 ) Capital Expenditures $ 116,033 $ (1,360 ) $ 781 $ 115,454 $ 129,325 $ 9,946 $ - $ 139,271 Total Property and Equipment, net $ 2,855,444 $ 4,538 $ 240 $ 2,860,222 $ 2,866,861 $ 8,044 $ 39,810 $ 2,914,715 Total Property and Equipment, net in Foreign Countries $ 2,855,444 $ - $ - $ 2,855,444 $ 2,866,861 $ - $ - $ 2,866,861 Total Assets $ 5,064,401 $ 238,491 $ 667,644 $ 5,970,536 $ 5,020,788 $ 286,658 $ 612,914 $ 5,920,360 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. RELATED PARTY TRANSACTIONS Assets Accounts receivable – related parties of $252,852 and $39,837 at December 31, 2020 and 2019, respectively, represents the net realizable value of advances made to separate entities under common management. See Note 6 – Investments and Fair Value of Financial Instruments, for a discussion of the Company’s investment in warrants of a separate entities under common management. 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, 2020 and 2019, the Company recorded a contra-expense of $705,912 and $493,944, respectively, related to the reimbursement of general and administrative expenses as a result of the agreement. During 2019, the Related Party prepaid $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. During the year ended December 31, 2020, the Related Party prepaid an additional $574,000 in connection with the Related Party ESA. The Company applied the contra-expense of $466,582 to its obligations under the Related Party ESA and repaid $673,550 of the amounts owed to the Related Party during the year ended December 31, 2020. 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 December 31, 2019, of which the entire balance was deemed unrecoverable and reserved. During the year ended December 31, 2020, the Company received payments from the entity in the amount of $63,985 and recorded recovery of the bad debt allowance of $63,985. The balance owed to the Company under this expense sharing agreement as of December 31, 2020 is $332,131 of which the entire balance is deemed unrecoverable and is reserved. |
Benefit Contribution Plan
Benefit Contribution Plan | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 and 2019, the Company recorded a charge associated with its contribution of $31,778 and $55,196, 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 $5.55 and $5.25 per share during 2020 and 2019, respectively.) |
Temporary Equity and Stockholde
Temporary Equity and Stockholders' Deficiency | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Temporary Equity and Stockholders' Deficiency | 16. TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIENCY Authorized Shares The Company is authorized to issue up to 150,000,000 shares of common stock, $0.01 par value per share. On September 3, 2020, the Company filed a Certificate of Amendment of Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 80,000,000 to 150,000,000. As of December 31, 2020 and 2019, there were 5,234,406 and 4,021,470 shares of common stock issued, and 5,231,037 and 4,018,101 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, 2020, and 2019 there were 901,070 and 902,670, shares of Series B preferred stock outstanding, respectively. There were no shares of Series A preferred stock outstanding at December 31, 2020 or 2019, and no additional shares of Series A preferred stock are available to be issued. Equity Incentive Plans 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 100,000 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 Stock Option Plan or the 2008 Stock Option 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 396,463, 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, 2020, 75,027 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 August 5, 2019, the Company granted options for the purchase of 100,000 shares of GGI’s common stock. As of December 31, 2020, there are 2,280,000 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. On March 29, 2020, the Company’s Board of Directors as well as the holders of the Series B Convertible Preferred Stock approved an Amendment to the Certificate of Designation of the Series B Convertible Preferred Stock (the “Third Amendment”) which extends the period in which holders of the Series B Shares may voluntarily elect to convert such shares into shares of common stock of the Company to December 31, 2020. On October 18, 2020, holders of a majority of the issued and outstanding shares of Series B Shares of the Company approved an amendment to the Certificate of Designation of the Series B Convertible Preferred Stock (the “Fourth Amendment”) which allows for dividends to be paid in either cash or shares of common stock. On December 30, 2020, the Company’s Board of Directors as well as the holders of the Series B Convertible Preferred Stock approved an amendment (the “Fifth Amendment”) to extend the period to June 30, 2021. In addition, the Series B Amendment extends the date upon which the Company shall redeem all then-outstanding Series B Shares and all unpaid accrued and accumulated dividends to June 30, 2021. On February 18, 2020, GGH repurchased 1,600 shares of the Series B Preferred Stock from a shareholder at $10 per share and paid accrued dividends of $2,451. 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. Dividends earned by the Series B stockholders were $721,752 and $721,057 during the years ended December 31, 2020 and 2019, respectively. During the year ended December 31, 2020, the Company declared $1,626,306 of dividends on its Series B Preferred Stock and issued 183,700 shares of common stock valued at $8.36 per share to holders of Series B Preferred Stock, due to some holders waiving their right to receive the dividends. Dividends payable of $82,772 and $85,945 are included in other current liabilities at December 31, 2020 and 2019. Cumulative unpaid and undeclared dividends in arrears related to the Series B totaled $449,788 and $1,264,361 as of December 31, 2020 and 2019, respectively. Each share of Series B stock is entitled to 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 approved by the Board of Directors on December 29, 2020 and by the holders of a majority of the Series B stock on March 30, 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 June 30, 2021, 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. Any adjustment to the Company’s common stock for purposes of a stock split will be applied after conversion of the Series B shares to common stock on a 1 for 10 basis. Subsequent to December 31, 2020, as a result of the listing of the Common Stock on Nasdaq, all outstanding shares of Series B were converted into shares of Common Stock on a 1 for 10 basis and then adjusted for the reverse stock split on a 15 for 1 basis. See Note 18 – Subsequent Events. Common Stock On March 13, 2019, the Company issued 12,079 shares of common stock at $5.25 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 878,257 shares of common stock at $5.25 per share for aggregate proceeds of $4,610,700. Between April 1, 2019 and June 30, 2019, the Company issued 5,573 shares of its common stock upon the conversion of 2017 Notes (see Note 10 – Debt Obligations). Between July 1, 2019 and August 30, 2019, the Company issued 9,659 shares of its common stock in satisfaction of debt obligations (see Note 10 – Debt Obligations). On October 3, 2020, the Company issued 9,509 shares of common stock at $5.55 per share to employees for the year ended December 31, 2019 of the 401(k) profit sharing plan. On October 23, 2020, the Company issued 183,700 shares of common stock in satisfaction of preferred stock dividends (see Series B Preferred Stock above). On October 29, 2020, the Company issued an aggregate of 8,334 shares of its common stock at $4.95 for consulting service received of $31,350 and to settle accounts payable of $12,000. On October 30, 2020, the Company issued 67,693 shares of its common stock with an issuance date fair value of $335,080 to Kingswood Capital Markets, division of Benchmark Investments, Inc., for advisory services in connection with the Company’s capital raising efforts pursuant to an advisory agreement, dated October 30, 2020. Of the shares issued, 20% of the shares were vested immediately (accordingly, $67,016 was recorded as deferred offering cost) and 80% vest upon the successful closing of a qualified offering within 180 days of the execution of the agreement (no accounting recognition through December 31, 2020, however, the shares vested on February 16, 2021 the shares when the Offering was completed). Units On September 2, 2020, the Company issued 247,123 Units upon the conversion of the New Convertible Notes. (See Note 11 – Convertible Debt Obligations). On October 1, 2020, the Company issued 395,136 Units upon the conversion of the Convertible Notes. (See Note 11 – Convertible Debt Obligations). During the year ended December 31, 2020, the Company sold an aggregate of 301,441 Units to accredited investors with a substantive pre-existing relationship with the Company for aggregate proceeds of $1,571,800. Accumulated Other Comprehensive Loss For years ended December 31, 2020 and 2019, the Company recorded a gain of $467,032 and $710,386, respectively, of foreign currency translation adjustments as accumulated other comprehensive income, primarily related to fluctuations in the Argentine peso to United States dollar exchange rates (see Note 2 – 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 24,309 shares of common stock, with exercise prices between $30.00 and $37.50 per share, which includes warrants for the purchase of 10,094 shares of common stock held by the Company’s President and CEO. A summary of warrant activity during the year ended December 31, 2020 is presented below: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Value Outstanding, January 1, 2020 37,790 $ 31.67 Issued 943,700 5.14 Exercised - - Cancelled - - Expired (11,663 ) 30.41 Outstanding, December 31, 2020 969,827 $ 5.87 0.7 $ - Exercisable, December 31, 2020 969,827 $ 5.87 0.7 $ - A summary of outstanding and exercisable warrants as of December 31, 2020 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 $ 5.10 Common Stock 905,362 0.7 905,362 $ 6.00 Common Stock 38,338 0.9 38,338 $ 30.00 Common Stock 18,345 0.6 18,345 $ 37.50 Common Stock 7,782 0.3 7,782 Total 969,827 0.7 969,827 Stock Options On January 31, 2019, the Company granted five-year options for the purchase of 90,006 shares of the Company’s common stock under the 2018 Plan, of which options for the purchase of 73,336 shares of the Company’s common stock were granted to certain employees of the Company, options for the purchase of 6,668 shares of the Company’s common stock were granted to certain members of the Board of Directors and options for the purchase of 10,002 shares of the Company’s common stock were granted to consultants. The options had an exercise price of $5.78 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 209,330 shares of common stock, which had been granted under the Company’s 2008 Equity Incentive Plan and were exercisable at prices between $33.00 and $37.20 per share, including options for the purchase of 140,660 shares of common stock held by the Company’s President & CEO, options for the purchase of 10,000 shares of common stock held by the Company’s CFO, and options for the purchase of 10,000 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 209,328 shares of common stock at an exercise price of $5.78 per share to certain employees and consultants under the 2018 Stock Option Plan, which includes options for the purchase of 147,326 common shares granted to the Company’s President and CEO, options for the purchase of 10,334 common shares granted to the Company’s CFO, and options for the purchase of 10,000 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. On September 28, 2020, the Company granted five-year options for the purchase of 102,346 shares of the Company’s common stock under the 2018 Plan, of which, options for the purchase of 75,678 shares of the Company’s common stock were granted to certain employees of the Company, options for the purchase of 20,001 shares of the Company’s common stock were granted to certain members of the Board of Directors and options for the purchase of 6,667 shares of the Company’s common stock were granted to consultants. The options had an exercise price of $9.08 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 $263,642, which will be recognized ratably over the vesting period. Between October 30, 2020 and December 18, 2020, the Company granted five-year options for the purchase of 13,335 shares of the Company’s common stock under the 2018 Plan to consultants. The options had an exercise price between $8.85 and 9.00 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 $56,797, 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, 2020 and 2019 was $0.18 and $0.10, respectively. Assumptions used in applying the Black-Scholes option pricing model during years ended December 31, 2020 and 2019, respectively, are as follows: For the Years Ended December 31, 2020 2019 Risk free interest rate 0.16 - 0.39 % 1.84 - 2.43 % Expected term (years) 3.6 - 5.0 3.6 - 5.0 Expected volatility 58.00 % 51.00 - 52.00 % 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, 2020 and 2019, the Company recorded stock-based compensation expense of $361,253 and $432,187, 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, 2020, there was $821,049 of unrecognized stock-based compensation expense related to stock option grants that will be amortized over a weighted average period of 2.56 years. A summary of GGH stock options activity during the year ended December 31, 2020 is presented below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Value Outstanding, January 1, 2020 636,750 $ 13.11 Granted 115,681 9.07 Exercised - - Expired (86,187 ) 17.86 Forfeited (39,665 ) 8.80 Outstanding, December 31, 2020 626,579 $ 10.54 3.1 $ - Exercisable, December, 2020 283,465 $ 13.70 2.3 $ - The following table presents information related to GGH stock options as of December 31, 2020: Options Outstanding Options Exercisable Exercise Price Outstanding Number of Options Weighted Average Remaining Life in Years Exercisable Number of Options $ 5.78 235,998 3.4 81,256 $ 8.09 85,338 2.7 48,003 $ 8.85 3,334 - - $ 9.00 10,001 - - $ 9.08 102,346 - - $ 11.55 79,981 2.1 58,210 $ 16.50 62,908 2.0 49,323 $ 33.00 46,673 0.7 46,673 626,579 2.3 283,465 Gaucho Group, Inc. Stock Options 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, 2020, options to purchase 5,720,000 shares of GGI common stock are outstanding under the 2018 Gaucho Plan. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
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 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, the Company entered into an employment agreement with Scott Mathis, the Company’s CEO (the “Employment Agreement”). Among other things, the agreement provided 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. The Board of Directors extended the Employment Agreement on various dates such that as of December 29, 2020 the Employment Agreement, as amended, expires on June 30, 2021. All other terms of the Employment Agreement remain the same. The Board of Directors also approved the payment of Mr. Mathis’ cost of living salary adjustment of 3% for the years 2019 and 2020 to be paid in equal monthly installments beginning January 1, 2021, provided the Company has uplisted to a national stock exchange. The Board of Directors granted a retention bonus to Mr. Mathis that consists of the real estate lot on which Mr. Mathis has been constructing a home at Algodon Wine Estates, to vest in one-third increments over the next three years (the “Retention Period”), provided Mr. Mathis’s performance as an employee with the Company continues to be satisfactory, as deemed by the Board of Directors. The current market value of the lot is $115,000, and before ownership of the lot can be transferred to Mr. Mathis, the Company must be legally permitted to issue a deed for the property. Mr. Mathis is eligible to receive a pro-rata portion of the bonus if his employment is terminated before the end of the Retention Period. Due to economic circumstances related to the global coronavirus outbreak 2019 (COVID-19), on March 13, 2020, Mr. Mathis voluntarily deferred payment of 85% of his salary through August 21, 2020. The Company is accruing all compensation not paid to Mr. Mathis pursuant to his employment agreement until the Company has sufficient funds to pay his full compensation. Between August 26, 2020 and October 14, 2020, the Company paid out $141,812 which was owed to Mr. Mathis in connection with his deferred compensation. During December, Mr. Mathis voluntarily deferred an additional $24,328 of his salary. The balance owed to Mr. Mathis as of December 31, 2020 is $58,001, which was paid in full on April 7, 2021 (see Note 18 – Subsequent Events). 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 leased one corporate office in New York, New York, through an operating lease agreement (the “New York Lease”), which was set to expire on August 31, 2020. Effective May 31, 2020, the Company terminated the New York Lease. As consideration of the termination, the landlord is entitled to retain and apply the full amount of the $61,284 security deposit as a partial payment of the rent and the additional rent due and payable under the lease. The Company paid the landlord the following additional amounts: (i) $5,683, representing the additional amount of unpaid rent and additional rent due and payable under the lease through the termination date, and (ii) $11,860, representing the landlord’s cost for the post-termination date cleaning of the premises. The Company recognized a loss of $39,367 in connection with the termination of the lease and the derecognition of the ROU asset and related lease liability. As of December 31, 2020, the Company had no leases that were classified as a financing lease and did not have additional operating and financing leases that have not yet commenced. Total operating lease expenses were $154,177 and $232,471, years ended December 31, 2020 and 2019, respectively. Lease expenses are recorded in general and administrative expenses on the consolidated statements of operations. Supplemental cash flow information related to leases was as follows: For the Years Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 78,827 $ 240,375 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ - $ 361,020 Weighted Average Remaining Lease Term: Operating leases 0.00 years 0.67 years Weighted Average Discount Rate: Operating leases 8.0 % 8.0 % |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. SUBSEQUENT EVENTS Foreign Currency Exchange Rates The Argentine Peso to United States Dollar exchange rate was 92.3194, 84.0747 and 59.8979 at April 11, 2021, December 31, 2020 and December 31, 2019, respectively. The British pound to United States dollar exchange rate was 0.7293, 0.7325 and 0.7541 at April 11, 2021, December 31, 2020 and December 31, 2019, respectively. Units As part of the Unit offering that commenced in October 2020, the Company received $439,000 between January 1, 2021 and terminating on January 8, 2021, from accredited investors with a substantive pre-existing relationship with the Company. On February 19, 2021, the Company closed an underwritten public offering Units at an offering price of $6.00 per Unit. The Company sold and issued an aggregate of 1,333,334 shares of common stock and 1,533,333 warrants, for approximate gross proceeds of $8.0 million, before deducting underwriting discounts and commissions and estimated offering expenses, and issued the representative of such underwriters a common stock purchase warrant exercisable for up to 15,333 shares of common stock. Common Stock Effective February 16, 2021, the Company filed an Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect a reverse stock split of the Common Stock at a ratio of 15-for-1 (the “Reverse Split”). There were no fractional shares issued as a result of the Reverse Split. All fractional shares as a result of the Reverse Split were rounded up to the nearest whole number. The total number of the Company’s authorized shares of Common Stock or preferred stock was not be affected by the foregoing. As a result, after giving effect to the Reverse Split, the Company remains authorized to issue a total of 150,000,000 shares of Common Stock. On January 8, 2021, the Company issued 237,012 shares of common stock and warrants to purchase 237,012 shares of common stock in total to Mr. Griffin and JLAL Holdings Ltd., reflecting a conversion of $1,163,354 in principal and $258,714 in interest. Series B Preferred Stock Effective February 16, 2021, as a result of the listing of the Common Stock on Nasdaq, all outstanding shares of Series B were converted into 600,713 shares of Common Stock. Public Offering On February 19, 2021, the Company closed on an underwritten public offering of 1,333,334 Units at $6.00 per unit for approximate gross proceeds of $8 million, before deducting underwriting discounts and commissions and estimated offering expenses. The closing of the Offering occurred on February 19, 2021. In connection with the Offering, the Company uplisted its Common Stock on the Nasdaq Capital Market (“Nasdaq”) effective as of February 16, 2021, and the Common Stock commenced trading on Nasdaq effective as of February 17, 2021 under the symbol “VINO”. Employment Agreement On April 7, 2021, the Company paid a total of $58,001 to Mr. Mathis in connection with his deferred compensation. (See Note 17 – Commitments and Contingencies) PPP Loan On March 26, 2021, the Company obtained forgiveness on the PPP Loan in full. However, the Company may still be subject to state income tax on such forgiveness. Lease Agreement On April 8, 2021, GGI entered into a lease agreement to lease a retail space in Miami, Florida for 7 years at $26,758 per month, plus applicable sales tax. The base rent is subject to increase at the beginning of the second and each subsequent lease year during the term by an amount equal to 3% of the base rent. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
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. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
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 10 – 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 investments, equity and liability 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. |
Liquidity | Liquidity As of December 31, 2020, the Company had cash, working capital deficit and an accumulated deficit of $134,536, $2,574,361 and $93,534,828, respectively. During the year ended December 31, 2020 and 2019, the Company incurred a net loss of $5,781,683 and $6,956,815, respectively, and used cash in operating activities of $4,943,758 and $6,080,411, respectively. On February 19, 2021, the Company closed on an underwritten public offering of 1,333,334 Units at $6.00 per unit for approximate gross proceeds of $8 million, before deducting underwriting discounts and commissions and estimated offering expenses. See Note 18 – Subsequent Events. The Company expects that its cash on hand, as well as the forecasted cash generated from operating activities which includes projected increases in revenues, will fund its operations for a least 12 months after the issuance date of these financial statements. Since inception, the Company’s operations have primarily been funded through proceeds received in equity and debt financings. The Company believes it has access to capital resources and continues to evaluate additional financing opportunities. There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its development initiatives or attain profitable operations. The Company’s operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. The Company’s future capital requirements and the adequacy of its available funds will depend on many factors, including the Company’s ability to successfully commercialize its products and services, competing technological and market developments, and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement its product and service offerings. |
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 (“ARS”)” 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 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, 2020 and 2019, the Company recorded gains on foreign currency translations of $52,498 and $101,732, 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. The assets and liabilities of Algodon Europe, LTD are translated from its local currency (British Pound) to the Company’s reporting currency using period end exchange rate while income and expense accounts were translated at the average rate 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 assets, liabilities and income and expense accounts of the Company’s Argentine subsidiaries are translated as described above. 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, 2020 and 2019 was $70,535 and $126,157, respectively. Write-offs of accounts receivable for the years ended December 31, 2020 and 2019 were $151,082 and $516, 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 Accounting Standards Codification (“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 years ended December 31, 2020 and 2019, the Company recorded $0 and $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, 2020 or 2019. |
Convertible Debt | Convertible Debt The Company evaluates for the existence of a beneficial conversion feature (“BCF”) related to the issuance of convertible notes, if such instruments are not deemed to be derivative financial instruments, by comparing the commitment date fair value to the effective conversion price of the instrument. The Company records a BCF as debt discount, which is amortized to interest expense over the life of the respective note using the effective interest method. BCFs that are contingent upon the occurrence of a future event are recognized when the contingency is resolved. |
Sequencing Policy | Sequencing Policy Under 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 or the Company’s total potentially dilutive shares exceed the Company’s authorized share limit, 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 $54,681 and $29,027 at December 31, 2020 and 2019, 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): For the Years Ended December 31, 2020 2019 Assets - Argentina $ 5,064,401 $ 5,020,787 Assets - U.S. 906,135 899,573 Total Assets $ 5,970,536 $ 5,920,360 Liabilities - Argentina $ 1,979,719 $ 2,373,203 Liabilities - U.S. 3,596,991 3,547,731 Total Liabilities $ 5,576,710 $ 5,920,934 For the Years Ended December 31, 2020 2019 Sales - Argentina $ 632,628 $ 1,272,772 Sales - U.S. 3,161 11,665 Total Revenues $ 635,789 $ 1,284,437 Net loss - Argentina $ (1,040,681 ) $ (1,559,766 ) Net loss - U.S. (4,741,002 ) (5,397,049 ) Total Net Loss $ (5,781,683 ) $ (6,956,815 ) |
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, 2020 and 2019, respectively. |
Segment Information | Segment Information The Financial Accounting Standards Board (“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 (including hospitality and winery operations, which support the ALGODON® brand) (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 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 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, 2020 2019 Hotel rooms and events $ 258,607 $ 740,284 Restaurants 127,335 169,600 Winemaking 101,630 180,692 Golf, tennis and other 140,545 182,196 Clothes and accessories 7,672 11,665 Total revenues $ 635,789 $ 1,284,437 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. Revenue from real estate lot sales is recorded when the lot is deeded, and legal ownership of the lot is transferred to the customer. 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. 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, 2020 and 2019, the Company had deferred revenue of $849,828 and $838,471, respectively, associated with real estate lot sale deposits and had $84,113 and $61,449, 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, 2020 2019 Options 626,579 636,750 Warrants 969,827 37,790 Series B convertible preferred stock 600,713 601,780 Total potentially dilutive shares 2,197,119 1,276,320 |
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 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 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, 2020 and 2019 was $306,710 and $319,919, respectively. |
New Accounting Pronouncements | New Accounting Pronouncements 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 adopted ASU 2018-13, effective January 1, 2020, which did not have a material effect 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 adopted ASU 2019-12, effective January 1, 2021, which did not have a material effect on the Company’s consolidated financial statements. In March 2020, the FASB issued ASU 2020-03, “Codification Improvements to Financial Instruments” (“ASU 2020-03”). ASU 2020-03 improves and clarifies various financial instruments topics. ASU 2020-03 includes seven different issues that describe the areas of improvement and the related amendments to GAAP, intended to make the standards easier to understand and apply by eliminating inconsistencies and providing clarifications. The Company adopted ASU 2020-03 upon issuance, which did not have a material effect on the Company’s consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible debt instruments and convertible preferred stock by reducing the number of accounting models and the number of embedded conversion features that could be recognized separately from the primary contract. The update also requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share. The new guidance is effective for annual periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. This update can be adopted on either a fully retrospective or a modified retrospective basis. The Company adopted ASU 2020-06, effective January 1, 2021, which did not have a material effect on the Company’s consolidated financial statements. In October 2020, the FASB issued ASU 2020-10, Codification Improvements, which updates various codification topics by clarifying or improving disclosure requirements to align with the SEC’s regulations. The guidance is effective for the Company beginning in the first quarter of fiscal year 2022 with early adoption permitted. The Company will adopt ASU 2020-10 as of the reporting period beginning January 1, 2021. The adoption of this update is not expected to have a material effect on the Company’s consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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): For the Years Ended December 31, 2020 2019 Assets - Argentina $ 5,064,401 $ 5,020,787 Assets - U.S. 906,135 899,573 Total Assets $ 5,970,536 $ 5,920,360 Liabilities - Argentina $ 1,979,719 $ 2,373,203 Liabilities - U.S. 3,596,991 3,547,731 Total Liabilities $ 5,576,710 $ 5,920,934 |
Schedule of Revenue from External Customers by Geographic Areas | For the Years Ended December 31, 2020 2019 Sales - Argentina $ 632,628 $ 1,272,772 Sales - U.S. 3,161 11,665 Total Revenues $ 635,789 $ 1,284,437 Net loss - Argentina $ (1,040,681 ) $ (1,559,766 ) Net loss - U.S. (4,741,002 ) (5,397,049 ) Total Net Loss $ (5,781,683 ) $ (6,956,815 ) |
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, 2020 2019 Hotel rooms and events $ 258,607 $ 740,284 Restaurants 127,335 169,600 Winemaking 101,630 180,692 Golf, tennis and other 140,545 182,196 Clothes and accessories 7,672 11,665 Total revenues $ 635,789 $ 1,284,437 |
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, 2020 2019 Options 626,579 636,750 Warrants 969,827 37,790 Series B convertible preferred stock 600,713 601,780 Total potentially dilutive shares 2,197,119 1,276,320 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory at December 31, 2020 and 2019 was comprised of the following: December 31, 2020 2019 Vineyard in process $ 286,491 $ 304,067 Wine in process 576,801 539,380 Finished wine 39,549 23,467 Clothes and accessories 215,951 224,965 Other 53,983 71,381 Total $ 1,172,775 $ 1,163,260 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following: December 31, 2020 2019 Buildings and improvements $ 1,915,965 $ 2,026,657 Real estate development 748,764 669,167 Land 660,315 522,225 Furniture and fixtures 349,729 347,819 Vineyards 204,636 199,816 Machinery and equipment 490,169 487,618 Leasehold improvements - 164,375 Computer hardware and software 230,648 231,228 4,600,226 4,648,905 Less: Accumulated depreciation and amortization (1,740,004 ) (1,734,190 ) Property and equipment, net $ 2,860,222 $ 2,914,715 |
Investments and Fair Value of_2
Investments and Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Investments at Fair Value | Investments at Fair Value: As of December 31, 2020 Level 1 Level 2 Level 3 Total Warrants - Affiliates $ - $ - $ 457 $ 457 Government Bond 53,066 - - 53,066 As of December 31, 2019 Level 1 Level 2 Level 3 Total Warrants - Affiliates $ - $ - $ 3,470 $ 3,470 Government Bond 74,485 - - 74,485 |
Schedule of Fair Value, Assets Measured on Recurring Basis | A reconciliation of Level 3 assets is as follows: Warrants - Affiliates Balance - January 1, 2019 $ 7,840 Unrealized loss (4,370 ) Balance - December 31, 2019 3,470 Unrealized loss (3,013 ) Balance - December 31, 2020 $ 457 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses are comprised of the following: December 31, 2020 2019 Accrued compensation and payroll taxes $ 169,164 $ 210,900 Accrued taxes payable - Argentina 201,704 170,873 Accrued interest 609,725 484,026 Other accrued expenses 420,809 256,546 Accrued expenses, current 1,401,402 1,122,345 Accrued payroll tax obligations, non-current 169,678 86,398 Total accrued expenses $ 1,571,080 $ 1,208,743 |
Deferred Revenues (Tables)
Deferred Revenues (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Deferred Revenues | Deferred revenues are comprised of the following: For the Years Ended December 31, 2020 2019 Real estate lot sales deposits $ 849,828 $ 838,471 Other 84,113 61,449 Total $ 933,941 $ 899,920 |
Loans Payable (Tables)
Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Loans Payable | The Company’s loans payable are summarized below: December 31, 2020 December 31, 2019 Gross Principal Amount Debt Discount Loans Payable, Gross Principal Amount Debt Discount Loans Payable, PPP Loan $ 242,486 $ - $ 242,486 $ - $ - $ - EIDL 94,000 - 94,000 - - - 2020 Demand Loan 14,749 - 14,749 - - - 2018 Demand Loan - - - 6,678 - 6,678 2018 Loan 301,559 - 301,559 352,395 - 352,395 2017 Loan 15,115 - 15,115 67,491 - 67,491 Land Loan 80,413 - 80,413 468,500 (16,762 ) 451,738 Total Loans Payable 748,322 - 748,322 895,064 (16,762 ) 878,302 Less: current portion 437,731 - 437,731 795,064 (13,345 ) 781,719 Loans Payable, non-current $ 310,591 $ - $ 310,591 $ 100,000 $ (3,417 ) $ 96,583 |
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 2021 $ 437,731 2022 217,091 2023 2,037 2024 2,105 2025 2,195 Thereafter 87,163 $ 748,322 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Obligations | The Company’s debt obligations as of December 31, 2020 and 2019 are summarized below: December 31, 2020 December 31, 2019 Principal Interest [1] Total Principal Interest [1] Total 2010 Debt Obligations $ - $ 330,528 $ 330,528 $ - $ 305,294 $ 305,294 2017 Notes $ 1,170,354 $ 261,085 1,431,439 1,170,354 167,341 1,337,695 Gaucho Notes $ 100,000 $ 13,270 113,270 100,000 6,260 106,260 Total Debt Obligations $ 1,270,354 $ 604,883 $ 1,875,237 $ 1,270,354 $ 478,895 $ 1,749,249 [1] Accrued interest is included as a component of accrued expenses on the accompanying consolidated balance sheets (see Note 7 – Accrued Expenses). |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Income Tax, Domestic and Foreign | United States and international components of loss before income taxes were as follows: For the Years Ended December 31, 2020 2019 United States $ (4,741,002 ) $ (5,397,049 ) International (1,040,681 ) (1,559,766 ) Loss before income taxes $ (5,781,683 ) $ (6,956,815 ) |
Schedule of Components of Income Tax Provision (Benefit) | The income tax provision (benefit) consisted of the following: For the Years Ended December 31, 2020 2019 Federal Current $ - $ - Deferred (238,985 ) (745,677 ) State and local Current - - Deferred 5,778,140 425,387 Foreign Current - - Deferred 130,114 326,017 5,669,269 5,727 Change in valuation allowance (5,669,269 ) (5,727 ) Income tax provision (benefit) $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation | For the years ended December 31, 2020 and 2019, 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, 2020 2019 U.S. federal statutory rate (21.0 )% (21.0 )% State taxes, net of federal benefit 0 % (0.1 )% Permanent differences 1.4 % 0.7 % Write-off of deferred tax asset 115.4 % 18.9 % Prior period adjustments 1.5 % 2.4 % Other 0.8 % (0.9 )% Change in valuation allowance (98.1 )% (0.1 )% Income tax provision (benefit) 0.0 % 0.0 % |
Schedule of Deferred Tax Assets | As of December 31, 2020 and 2019, the Company’s deferred tax assets consisted of the effects of temporary differences attributable to the following: For the Years Ended December 31, 2020 2019 Net operating loss $ 14,520,050 $ 19,732,170 Stock based compensation 166,082 349,027 Argentine tax credits 70,201 109,610 Accruals and other 6,720 37,144 Receivable allowances 263,563 469,017 Total deferred tax assets 15,026,616 20,696,968 Valuation allowance (15,026,520 ) (20,695,788 ) Deferred tax assets, net of valuation allowance 96 1,180 Excess of book over tax basis of warrants (96 ) (1,180 ) Net deferred tax assets $ - $ - |
Segment Data (Tables)
Segment Data (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | The following tables present segment information for the year ended December 31, 2020 and 2019: For the Year ended December 31, 2020 For the Year ended December 31, 2019 Real Estate Development Fashion Corporate (1) TOTAL Real Estate Development Fashion Corporate (1) TOTAL Revenues $ 632,628 $ 3,161 $ - $ 635,789 $ 1,272,772 $ 11,665 $ - $ 1,284,437 Revenues from Foreign Operations $ 632,628 $ - $ - $ 632,628 $ 1,272,772 $ - $ - $ 1,272,772 Depreciation and Amortization $ 127,692 $ 2,147 $ 40,350 $ 170,189 $ 146,398 $ 1,901 $ 48,139 $ 196,438 Loss from Operations $ (1,162,615 ) $ (745,298 ) $ (3,458,013 ) $ (5,365,926 ) $ (1,469,438 ) $ (1,230,285 ) $ (3,998,411 ) $ (6,698,134 ) Interest Expense, net $ 60,986 $ 7,010 $ 177,178 $ 245,174 $ 192,060 $ 47,034 $ 121,319 $ 360,413 Net Loss $ (1,040,681 ) $ (752,308 ) $ (3,988,694 ) $ (5,781,683 ) $ (1,559,766 ) $ (1,277,319 ) $ (4,119,730 ) $ (6,956,815 ) Capital Expenditures $ 116,033 $ (1,360 ) $ 781 $ 115,454 $ 129,325 $ 9,946 $ - $ 139,271 Total Property and Equipment, net $ 2,855,444 $ 4,538 $ 240 $ 2,860,222 $ 2,866,861 $ 8,044 $ 39,810 $ 2,914,715 Total Property and Equipment, net in Foreign Countries $ 2,855,444 $ - $ - $ 2,855,444 $ 2,866,861 $ - $ - $ 2,866,861 Total Assets $ 5,064,401 $ 238,491 $ 667,644 $ 5,970,536 $ 5,020,788 $ 286,658 $ 612,914 $ 5,920,360 |
Temporary Equity and Stockhol_2
Temporary Equity and Stockholders' Deficiency (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Summary of Warrants Activity | A summary of warrant activity during the year ended December 31, 2020 is presented below: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Value Outstanding, January 1, 2020 37,790 $ 31.67 Issued 943,700 5.14 Exercised - - Cancelled - - Expired (11,663 ) 30.41 Outstanding, December 31, 2020 969,827 $ 5.87 0.7 $ - Exercisable, December 31, 2020 969,827 $ 5.87 0.7 $ - |
Schedule of Warrants Outstanding and Exercisable | A summary of outstanding and exercisable warrants as of December 31, 2020 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 $ 5.10 Common Stock 905,362 0.7 905,362 $ 6.00 Common Stock 38,338 0.9 38,338 $ 30.00 Common Stock 18,345 0.6 18,345 $ 37.50 Common Stock 7,782 0.3 7,782 Total 969,827 0.7 969,827 |
Schedule of Fair Value Assumptions of Stock Option | Assumptions used in applying the Black-Scholes option pricing model during years ended December 31, 2020 and 2019, respectively, are as follows: For the Years Ended December 31, 2020 2019 Risk free interest rate 0.16 - 0.39 % 1.84 - 2.43 % Expected term (years) 3.6 - 5.0 3.6 - 5.0 Expected volatility 58.00 % 51.00 - 52.00 % Expected dividends 0.00 % 0.00 % |
Schedule of Stock Option Activity | A summary of GGH stock options activity during the year ended December 31, 2020 is presented below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Value Outstanding, January 1, 2020 636,750 $ 13.11 Granted 115,681 9.07 Exercised - - Expired (86,187 ) 17.86 Forfeited (39,665 ) 8.80 Outstanding, December 31, 2020 626,579 $ 10.54 3.1 $ - Exercisable, December, 2020 283,465 $ 13.70 2.3 $ - |
Schedule of Stock Option Outstanding and Exercisable | The following table presents information related to GGH stock options as of December 31, 2020: Options Outstanding Options Exercisable Exercise Price Outstanding Number of Options Weighted Average Remaining Life in Years Exercisable Number of Options $ 5.78 235,998 3.4 81,256 $ 8.09 85,338 2.7 48,003 $ 8.85 3,334 - - $ 9.00 10,001 - - $ 9.08 102,346 - - $ 11.55 79,981 2.1 58,210 $ 16.50 62,908 2.0 49,323 $ 33.00 46,673 0.7 46,673 626,579 2.3 283,465 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Supplemental Cash Flows Information Related to Leases | Supplemental cash flow information related to leases was as follows: For the Years Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 78,827 $ 240,375 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ - $ 361,020 Weighted Average Remaining Lease Term: Operating leases 0.00 years 0.67 years Weighted Average Discount Rate: Operating leases 8.0 % 8.0 % |
Business Organization, Nature_2
Business Organization, Nature of Operations and Risks and Uncertainties (Details Narrative) | Feb. 16, 2021 | Feb. 16, 2021 | Dec. 31, 2020 |
Equity method investment, ownership percentage | 50.00% | ||
Subsequent Event [Member] | |||
Stockholders equity, reverse stock split | The Secretary of State of the State of Delaware to effect a reverse stock split of the Common Stock at a ratio of 15-for-1 (the "Reverse Split"). | ||
Gaucho Group, Inc [Member] | |||
Equity method investment, ownership percentage | 79.00% | ||
Gaucho Group, Inc [Member] | Common Stock [Member] | Subsequent Event [Member] | |||
Stockholders equity, reverse stock split | 15:1 reverse stock split |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Feb. 19, 2021 | May 16, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2018 |
Property, Plant and Equipment [Line Items] | |||||
Cash | $ 134,536 | $ 40,378 | |||
Working capital deficit | 2,574,361 | ||||
Accumulated deficit | (93,534,828) | (87,886,307) | |||
Net loss | (5,781,683) | (6,956,815) | |||
Cash used in operating activities | (4,943,758) | (6,080,411) | |||
Foreign currency exchange rate | $ 28.880 | ||||
Gain on foreign currency translation | 52,498 | 101,732 | |||
Bad debt expense | 70,535 | 126,157 | |||
Write-offs of accounts receivable | 151,082 | 516 | |||
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 | 54,681 | 29,027 | |||
Impairments of long-lived assets | |||||
Rou assets | 361,020 | ||||
Lease liabilities | 361,020 | ||||
Advertising costs | 306,710 | 319,919 | |||
Hotel [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Deferred revenue | 84,113 | 61,449 | |||
Real Estate Lot Sales Deposit [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Deferred revenue | $ 849,828 | $ 838,471 | |||
International Practices Task Force [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Cumulative inflationary rate | 100.00% | ||||
Underwritten Public Offering [Member] | Subsequent Event [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Public offering shares issued | 1,333,334 | ||||
Share price | $ 6 | ||||
Proceeds from issuance initial public offering | $ 8,000,000 | ||||
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, 2020 | |
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, 2020 | Dec. 31, 2019 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total Assets | $ 5,970,536 | $ 5,920,360 |
Total Liabilities | 5,576,710 | 5,920,934 |
Argentina [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total Assets | 5,064,401 | 5,020,787 |
Total Liabilities | 1,979,719 | 2,373,203 |
U.S [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total Assets | 906,135 | 899,573 |
Total Liabilities | $ 3,596,991 | $ 3,547,731 |
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, 2020 | Dec. 31, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total Revenues | $ 635,789 | $ 1,284,437 |
Total Net Loss | (5,781,683) | (6,956,815) |
Argentina [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total Revenues | 632,628 | 1,272,772 |
Total Net Loss | (1,040,681) | (1,559,766) |
U.S [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total Revenues | 3,161 | 11,665 |
Total Net Loss | $ (4,741,002) | $ (5,397,049) |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Revenue Recognized Multiple-Deliverable Arrangements (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||
Revenues | $ 635,789 | $ 1,284,437 |
Hotel Rooms and Events [Member] | ||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||
Revenues | 258,607 | 740,284 |
Restaurants [Member] | ||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||
Revenues | 127,335 | 169,600 |
Winemaking [Member] | ||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||
Revenues | 101,630 | 180,692 |
Golf, Tennis and Other [Member] | ||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||
Revenues | 140,545 | 182,196 |
Clothes and Accessories [Member] | ||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||
Revenues | $ 7,672 | $ 11,665 |
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, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 2,197,119 | 1,276,320 |
Series B Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 600,713 | 601,780 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 626,579 | 636,750 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 969,827 | 37,790 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Vineyard in process | $ 286,491 | $ 304,067 |
Wine in process | 576,801 | 539,380 |
Finished wine | 39,549 | 23,467 |
Clothes and accessories | 215,951 | 224,965 |
Other | 53,983 | 71,381 |
Total | $ 1,172,775 | $ 1,163,260 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization of property and equipment | $ 170,189 | $ 196,438 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Amortization | $ 164,000 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Abstract] | ||
Buildings and improvements | $ 1,915,965 | $ 2,026,657 |
Real estate development | 748,764 | 669,167 |
Land | 660,315 | 522,225 |
Furniture and fixtures | 349,729 | 347,819 |
Vineyards | 204,636 | 199,816 |
Machinery and equipment | 490,169 | 487,618 |
Leasehold improvements | 164,375 | |
Computer hardware and software | 230,648 | 231,228 |
Property and equipment, gross | 4,600,226 | 4,648,905 |
Less: Accumulated depreciation and amortization | (1,740,004) | (1,734,190) |
Property and equipment, net | $ 2,860,222 | $ 2,914,715 |
Prepaid Foreign Taxes (Details
Prepaid Foreign Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Prepaid Foreign Taxes [Line Items] | ||
Prepaid foreign taxes | $ 519,499 | $ 474,130 |
Deferred tax assets, valuation allowance | $ 15,026,520 | 20,695,788 |
Minimum Presumed Income Tax [Member] | ||
Prepaid Foreign Taxes [Line Items] | ||
Expiration date, description | Expire after ten years. | |
Deferred tax assets, valuation allowance | $ 193,798 | $ 231,441 |
Investments and Fair Value of_3
Investments and Fair Value of Financial Instruments (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | ||
Effective interest rate | 48.00% | |
Maturity date | Dec. 31, 2020 | |
Unrealized losses on affiliate warrants | $ 3,013 | $ 4,370 |
Investments and Fair Value of_4
Investments and Fair Value of Financial Instruments - Schedule of Investments at Fair Value (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Investments in and Advances to Affiliates [Line Items] | ||
Investments at Fair Value | $ 457 | $ 3,470 |
Warrants [Member] | ||
Investments in and Advances to Affiliates [Line Items] | ||
Investments at Fair Value | 457 | 3,470 |
Government Bond [Member] | ||
Investments in and Advances to Affiliates [Line Items] | ||
Investments at Fair Value | 53,066 | 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 Bond [Member] | ||
Investments in and Advances to Affiliates [Line Items] | ||
Investments at Fair Value | 53,066 | 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 Bond [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 | 457 | 3,470 |
Fair Value, Inputs, Level 3 [Member] | Government Bond [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, 2020 | Dec. 31, 2019 | |
Investments in and Advances to Affiliates [Line Items] | ||
Balance beginning | $ 3,470 | $ 7,840 |
Unrealized loss | (3,013) | (4,370) |
Balance ending | $ 457 | $ 3,470 |
Accrued Expenses (Details Narra
Accrued Expenses (Details Narrative) - USD ($) | Nov. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued payroll taxes, current | $ 169,164 | $ 210,900 | |
Interest expenses | 29,043 | 75,704 | |
Argentine [Member] | |||
Accrued payroll taxes, current | $ 144,283 | $ 134,989 | |
Minimum [Member] | |||
Employee tax obligations, term | 60 months | ||
Maximum [Member] | |||
Employee tax obligations, term | 120 months |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued Liabilities [Abstract] | ||
Accrued compensation and payroll taxes | $ 169,164 | $ 210,900 |
Accrued taxes payable - Argentina | 201,704 | 170,873 |
Accrued interest | 609,725 | 484,026 |
Other accrued expenses | 420,809 | 256,546 |
Accrued expenses, current | 1,401,402 | 1,122,345 |
Accrued payroll tax obligations, non-current | 169,678 | 86,398 |
Total accrued expenses | $ 1,571,080 | $ 1,208,743 |
Deferred Revenues - Schedule of
Deferred Revenues - Schedule of Deferred Revenues (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue, current | $ 933,941 | $ 899,920 |
Real Estate Lot Sales Deposits [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue, current | 849,828 | 838,471 |
Other Deferred Revenue [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue, current | $ 84,113 | $ 61,449 |
Loans Payable (Details Narrativ
Loans Payable (Details Narrative) | Aug. 12, 2020USD ($) | May 22, 2020USD ($) | May 06, 2020USD ($) | Mar. 01, 2020USD ($) | Aug. 19, 2017USD ($)ha | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Aug. 11, 2020USD ($) |
Debt Instrument [Line Items] | ||||||||
Principal payments of loans | $ 355,583 | $ 197,034 | ||||||
Amortization of debt discount | $ 9,335 | 21,336 | ||||||
Debt instrument, periodic payment | $ 459 | |||||||
Debt instrument imputed interest | 48.00% | |||||||
Gain on debt restructuring | $ 130,421 | |||||||
Proceeds from notes payable | $ 27,641 | |||||||
Debt instrument, maturity date | Dec. 31, 2020 | |||||||
Economic Injury Disaster Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument interest rate | 3.75% | |||||||
Proceeds from loans payable | $ 94,000 | |||||||
Debt instrument, maturity date | May 22, 2050 | |||||||
Paycheck Protection Program [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from notes payable | $ 242,487 | |||||||
Debt instrument, forgiveness percentage | 1.00% | |||||||
Debt maturity term | 2 years | |||||||
Paycheck Protection Program [Member] | Amended Law Permits Upon Borrower Request [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt maturity term | 5 years | |||||||
Land Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal payments of loans | $ 250,239 | 31,500 | ||||||
Area of land | ha | 845 | |||||||
Payment to purchase of land | $ 100,000 | |||||||
Notes payable | $ 321,652 | $ 600,000 | $ 459,500 | |||||
Debt instrument interest rate | 0.00% | |||||||
Debt instrument, periodic payment | $ 50,000 | |||||||
Expected payment to acquire property | $ 400,000 | |||||||
Debt instrument imputed interest | 7.00% | |||||||
Discounted note balance | $ 517,390 | |||||||
Reduced notes payable | $ 137,850 | |||||||
Debt instrument, payments description | The terms of the Land Loan were amended such that (i) the original maturity date (August 18, 2021) was changed to December 31, 2020 and (ii) the remaining balance was reduced by $137,850 from $459,500 to $321,652. The Company agreed to pay the loan in four equal payments at the end of each month starting August 30, 2020. | |||||||
Gain on debt restructuring | $ 130,421 | |||||||
Demand Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest expense | 57,633 | 130,311 | ||||||
Amortization of debt discount | 9,335 | 21,336 | ||||||
Debt instrument interest rate | 10.00% | |||||||
Proceeds from loans payable | $ 27,641 | |||||||
Demand Loan [Member] | Argentine Peso [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from loans payable | $ 1,777,778 | |||||||
2020 Demand Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal payments of loans | 7,940 | 0 | ||||||
2018 Demand Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal payments of loans | 5,906 | 0 | ||||||
2018 Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal payments of loans | 50,836 | 112,255 | ||||||
2017 Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal payments of loans | $ 40,662 | $ 53,279 |
Loans Payable - Schedule of Loa
Loans Payable - Schedule of Loans Payable (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Loans payable, net of debt discount | $ 748,322 | |
PPP Loan [Member] | ||
Debt Instrument [Line Items] | ||
Gross principal amount | 242,486 | |
Debt discount | ||
Loans payable, net of debt discount | 242,486 | |
Economic Injury Disaster Loan [Member] | ||
Debt Instrument [Line Items] | ||
Gross principal amount | 94,000 | |
Debt discount | ||
Loans payable, net of debt discount | 94,000 | |
2020 Demand Loan [Member] | ||
Debt Instrument [Line Items] | ||
Gross principal amount | 14,749 | |
Debt discount | ||
Loans payable, net of debt discount | 14,749 | |
2018 Demand Loan [Member] | ||
Debt Instrument [Line Items] | ||
Gross principal amount | 6,678 | |
Debt discount | ||
Loans payable, net of debt discount | 6,678 | |
2018 Loan [Member] | ||
Debt Instrument [Line Items] | ||
Gross principal amount | 301,559 | 352,395 |
Debt discount | ||
Loans payable, net of debt discount | 301,559 | 352,395 |
2017 Loan [Member] | ||
Debt Instrument [Line Items] | ||
Gross principal amount | 15,115 | 67,491 |
Debt discount | ||
Loans payable, net of debt discount | 15,115 | 67,491 |
Land Loan [Member] | ||
Debt Instrument [Line Items] | ||
Gross principal amount | 80,413 | 468,500 |
Debt discount | (16,762) | |
Loans payable, net of debt discount | 80,413 | 451,738 |
Loan Payable [Member] | ||
Debt Instrument [Line Items] | ||
Gross principal amount | 748,322 | 895,064 |
Debt discount | (16,762) | |
Loans payable, net of debt discount | 748,322 | 878,302 |
Loan Payable Current [Member] | ||
Debt Instrument [Line Items] | ||
Gross principal amount | 437,731 | 795,064 |
Debt discount | (13,345) | |
Loans payable, net of debt discount | 437,731 | 781,719 |
Loan Payable Non Current [Member] | ||
Debt Instrument [Line Items] | ||
Gross principal amount | 310,591 | 100,000 |
Debt discount | (3,417) | |
Loans payable, net of debt discount | $ 310,591 | $ 96,583 |
Loans Payable - Schedule of Fut
Loans Payable - Schedule of Future Minimum Principal Payments of Loans Payable (Details) | Dec. 31, 2020USD ($) |
Debt Disclosure [Abstract] | |
2021 | $ 437,731 |
2022 | 217,091 |
2023 | 2,037 |
2024 | 2,105 |
2025 | 2,195 |
Thereafter | 87,163 |
Total payment | $ 748,322 |
Debt Obligations (Details Narra
Debt Obligations (Details Narrative) - USD ($) | Jun. 30, 2019 | Sep. 30, 2010 | Mar. 12, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Apr. 14, 2019 | Mar. 31, 2019 |
Convertible Debt Obligations [Line Items] | |||||||||
Debt instrument, maturity date | Dec. 31, 2020 | ||||||||
Repayments of debt obligations | $ 95,500 | ||||||||
Accrued interest | 609,725 | 484,026 | |||||||
Debt conversion of convertible debt | 3,630,999 | 52,660 | |||||||
Proceeds from sale of convertible promissory note | 3,221,919 | 786,000 | |||||||
Certain Noteholder [Member] | |||||||||
Convertible Debt Obligations [Line Items] | |||||||||
Debt principal amount | 50,000 | ||||||||
Accrued interest | 709 | ||||||||
2010 Debt Obligations [Member] | |||||||||
Convertible Debt Obligations [Line Items] | |||||||||
Debt instrument interest rate | 8.00% | ||||||||
Debt instrument, maturity date | Mar. 31, 2011 | ||||||||
Debt principal amount | |||||||||
Accrued interest | 330,528 | 305,294 | |||||||
Interest expense | $ 25,234 | 25,559 | |||||||
2017 Notes [Member] | |||||||||
Convertible Debt Obligations [Line Items] | |||||||||
Debt instrument interest rate | 8.00% | ||||||||
Debt instrument, maturity date | Jun. 30, 2019 | ||||||||
Repayments of debt obligations | 162,500 | ||||||||
Debt principal amount | $ 2,051,300 | $ 1,170,354 | $ 2,026,730 | ||||||
Accrued interest | $ 55,308 | ||||||||
Interest expense | 93,744 | $ 95,641 | |||||||
Debt conversion price per share | $ 9.45 | $ 0.63 | |||||||
Common stock, discount percentage | 21.00% | 10.00% | |||||||
Beneficial conversion feature | $ 227,414 | ||||||||
Repayment of principal amount | $ 30,000 | ||||||||
Interest repaid | 2,151 | ||||||||
Debt conversion, amount of interest converted | $ 1,160 | ||||||||
Debt conversion of convertible debt, shares | 5,266,520 | 5,573 | |||||||
Debt conversion of convertible debt | $ 51,500 | ||||||||
2017 Notes [Member] | Accredited Investor [Member] | |||||||||
Convertible Debt Obligations [Line Items] | |||||||||
Debt principal amount | $ 20,000 | ||||||||
Gaucho Notes [Member] | |||||||||
Convertible Debt Obligations [Line Items] | |||||||||
Debt instrument interest rate | 7.00% | ||||||||
Debt principal amount | 100,000 | 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 | ||||||||
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 | ||||||||
Gaucho Notes [Member] | Note Holders [Member] | |||||||||
Convertible Debt Obligations [Line Items] | |||||||||
Debt conversion of convertible debt, shares | 9,659 | ||||||||
Gaucho Note [Member] | Note Holders [Member] | |||||||||
Convertible Debt Obligations [Line Items] | |||||||||
Debt principal amount | 100,000 | ||||||||
Accrued interest | 13,270 | ||||||||
Interest expense | $ 7,010 | $ 46,746 |
Debt Obligations - Schedule of
Debt Obligations - Schedule of Debt Obligations (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Convertible Debt Obligations [Line Items] | |||||
Accrued Interest | $ 29,043 | $ 75,704 | |||
Total payment | 748,322 | ||||
2010 Debt Obligations [Member] | |||||
Convertible Debt Obligations [Line Items] | |||||
Principal | |||||
Accrued Interest | 330,528 | 305,294 | [1] | ||
Total payment | 330,528 | 305,294 | |||
2017 Notes [Member] | |||||
Convertible Debt Obligations [Line Items] | |||||
Principal | 1,170,354 | 1,170,354 | |||
Accrued Interest | 261,085 | 167,341 | [1] | ||
Total payment | 1,431,439 | 1,337,695 | |||
Gaucho Notes [Member] | |||||
Convertible Debt Obligations [Line Items] | |||||
Principal | 100,000 | 100,000 | $ 1,480,800 | ||
Accrued Interest | 13,270 | 6,260 | [1] | ||
Total payment | 113,270 | 106,260 | |||
Total Debt Obligations [Member] | |||||
Convertible Debt Obligations [Line Items] | |||||
Principal | 1,270,354 | 1,270,354 | |||
Accrued Interest | 604,883 | 478,895 | [1] | ||
Total payment | $ 1,875,237 | $ 1,749,249 | |||
[1] | Accrued interest is included as a component of accrued expenses on the accompanying consolidated balance sheets (see Note 7 - Accrued Expenses). |
Convertible Debt Obligations (D
Convertible Debt Obligations (Details Narrative) - USD ($) | Oct. 02, 2020 | Sep. 02, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Convertible Debt Obligations [Line Items] | |||||
Proceeds from issuance of convertible debt | $ 3,221,919 | $ 786,000 | |||
Convertible notes maturity date | Dec. 31, 2020 | ||||
Interest rate | 48.00% | ||||
Loss on extinguishment of debt | $ (355,602) | ||||
New Convertible Notes [Member] | Accredited Investors [Member] | |||||
Convertible Debt Obligations [Line Items] | |||||
Proceeds from issuance of convertible debt | $ 1,259,000 | ||||
Convertible notes maturity date | Dec. 31, 2020 | ||||
Interest rate | 7.00% | ||||
Conversion price | $ 5.10 | $ 5.10 | |||
Debt conversion, description | Each Unit consists of one share of common stock and a one-year warrant exercisable at a price equal to the purchase of the Unit, expiring 12 months from the date of issuance ("Unit"). | ||||
Total interest expense | $ 1,314 | ||||
Converted instrument, shares issued | 395,136 | 247,123 | |||
Conversion of principal | $ 1,962,919 | $ 1,259,000 | |||
Conversion of interest | 52,164 | $ 1,314 | |||
Loss on extinguishment of debt | $ 355,602 | ||||
Convertible Notes [Member] | Accredited Investors [Member] | |||||
Convertible Debt Obligations [Line Items] | |||||
Proceeds from issuance of convertible debt | $ 1,962,919 | ||||
Convertible notes maturity date | Dec. 31, 2020 | ||||
Interest rate | 7.00% | ||||
Total interest expense | $ 52,164 | ||||
Conversion price percentage | 85.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2012 | |
Operating loss carryforwards | $ 1,500,000 | ||
Equity method investment, ownership percentage | 50.00% | ||
Operating loss carry forwards carry forwards and expiration description | Expire from 2021 to 2037 | ||
Net operating loss annual limitation under section 382 | $ 6,300,000 | ||
Deferred tax assets, operating loss carryforwards, subject to expiration | 2,810,000 | ||
Net operating loss subject to limitation | $ 1,000,000 | ||
Operating loss carryforwards, limitations on use | The Company remains subject to the possibility that a greater than 50% ownership change could trigger additional annual limitations on the usage of NOLs. | ||
Change in valuation allowance | $ (5,669,269) | $ (5,727) | |
New York State [Member] | |||
Operating loss carryforwards | 53,700,000 | ||
New York City [Member] | |||
Operating loss carryforwards | 30,100,000 | ||
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 2021 | ||
Deferred tax assets, tax credit carryforwards | $ 70,000 | ||
Maximum [Member] | |||
Equity method investment, ownership percentage | 80.00% | ||
Federal [Member] | |||
Operating loss carryforwards | $ 69,100,000 | ||
Federal [Member] | Expire from 2021 to 2037 [Member] | |||
Operating loss carryforwards | 52,400,000 | ||
Federal [Member] | No Expiration [Member] | |||
Operating loss carryforwards | $ 16,700,000 | ||
State and Local [Member] | |||
Operating loss carry forwards carry forwards and expiration description | Expire from 2035 to 2038 | ||
Deferred tax assets wrote-off state | $ 3,500,000 | ||
Deferred tax assets wrote-off local | $ 1,900,000 |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss Before Income Tax, Domestic and Foreign (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Loss before income taxes | $ (5,781,683) | $ (6,956,815) |
U.S [Member] | ||
Loss before income taxes | (4,741,002) | (5,397,049) |
International [Member] | ||
Loss before income taxes | $ (1,040,681) | $ (1,559,766) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Provision (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal, Current | ||
Federal, Deferred | (238,985) | (745,677) |
State and local, Current | ||
State and local, Deferred | 5,778,140 | 425,387 |
Foreign, Current | ||
Foreign, Deferred | 130,114 | 326,017 |
Income tax expense benefit before valuation allowance | 5,669,269 | 5,727 |
Change in valuation allowance | (5,669,269) | (5,727) |
Income tax provision (benefit) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory rate | (21.00%) | (21.00%) |
State taxes, net of federal benefit | 0.00% | (0.10%) |
Permanent differences | 1.40% | 0.70% |
Write-off of deferred tax asset | 115.40% | 18.90% |
Prior period adjustments | 1.50% | 2.40% |
Other | 0.80% | (0.90%) |
Change in valuation allowance | (98.10%) | (0.10%) |
Income tax provision (benefit) | 0.00% | 0.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss | $ 14,520,050 | $ 19,732,170 |
Stock based compensation | 166,082 | 349,027 |
Argentine tax credits | 70,201 | 109,610 |
Accruals and other | 6,720 | 37,144 |
Receivable allowances | 263,563 | 469,017 |
Total deferred tax assets | 15,026,616 | 20,696,968 |
Valuation allowance | (15,026,520) | (20,695,788) |
Deferred tax assets, net of valuation allowance | 96 | 1,180 |
Excess of book over tax basis of warrants | (96) | (1,180) |
Net deferred tax assets |
Segment Data (Details Narrative
Segment Data (Details Narrative) | 12 Months Ended |
Dec. 31, 2020Segments | |
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, 2020 | Dec. 31, 2019 | |
Revenues | $ 635,789 | $ 1,284,437 |
Revenues from Foreign Operations | 632,628 | 1,272,772 |
Depreciation and Amortization | 170,189 | 196,438 |
Loss from Operations | (5,365,926) | (6,698,134) |
Interest Expense, net | 245,174 | 360,413 |
Net Loss | (5,781,683) | (6,956,815) |
Capital Expenditures | 115,454 | 139,271 |
Total Property and Equipment, net | 2,860,222 | 2,914,715 |
Total Property and Equipment, net in Foreign Countries | 2,855,444 | 2,866,861 |
Total Assets | 5,970,536 | 5,920,360 |
Real Estate Development [Member] | ||
Revenues | 632,628 | 1,272,772 |
Revenues from Foreign Operations | 632,628 | 1,272,772 |
Depreciation and Amortization | 127,692 | 146,398 |
Loss from Operations | (1,162,615) | (1,469,438) |
Interest Expense, net | 60,986 | 192,060 |
Net Loss | (1,040,681) | (1,559,766) |
Capital Expenditures | 116,033 | 129,325 |
Total Property and Equipment, net | 2,855,444 | 2,866,861 |
Total Property and Equipment, net in Foreign Countries | 2,855,444 | 2,866,861 |
Total Assets | 5,064,401 | 5,020,788 |
Fashion (E-Commerce) [Member] | ||
Revenues | 3,161 | 11,665 |
Revenues from Foreign Operations | ||
Depreciation and Amortization | 2,147 | 1,901 |
Loss from Operations | (745,298) | (1,230,285) |
Interest Expense, net | 7,010 | 47,034 |
Net Loss | (752,308) | (1,277,319) |
Capital Expenditures | (1,360) | 9,946 |
Total Property and Equipment, net | 4,538 | 8,044 |
Total Property and Equipment, net in Foreign Countries | ||
Total Assets | 238,491 | 286,658 |
Corporate [Member] | ||
Revenues | ||
Revenues from Foreign Operations | ||
Depreciation and Amortization | 40,350 | 48,139 |
Loss from Operations | (3,458,013) | (3,998,411) |
Interest Expense, net | 177,178 | 121,319 |
Net Loss | (3,988,694) | (4,119,730) |
Capital Expenditures | 781 | |
Total Property and Equipment, net | 240 | 39,810 |
Total Property and Equipment, net in Foreign Countries | ||
Total Assets | $ 667,644 | $ 612,914 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||
Accounts receivable related parties | $ 252,852 | $ 39,837 |
Proceeds from loans payable - related parties | 574,000 | 566,132 |
Repayment of loan | $ 673,550 | |
Equity method investment, ownership percentage | 50.00% | |
Bad debt allowance | $ 70,535 | $ 126,157 |
GGH Chairman [Member] | ||
Related Party Transaction [Line Items] | ||
Equity method investment, ownership percentage | 5.00% | |
Related Party ESA [Member] | ||
Related Party Transaction [Line Items] | ||
Entitled to receive reimbursement expenses | 466,582 | |
Proceeds from loans payable - related parties | 574,000 | $ 566,132 |
Related party expense obligations reduction, percentage | 15.00% | |
Related party expense obligations prepayment reduced | $ 0 | |
Repayment of loan | 673,550 | |
Sharing Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 332,131 | 396,116 |
Recovery from uncollectable assets | 63,985 | |
Bad debt allowance | 63,985 | |
General and Administrative Expense [Member] | ||
Related Party Transaction [Line Items] | ||
Entitled to receive reimbursement expenses | $ 705,912 | $ 493,944 |
Benefit Contribution Plan (Deta
Benefit Contribution Plan (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | ||
Defined contribution plan cost recognized | $ 31,778 | $ 55,196 |
Share price | $ 5.55 | $ 5.25 |
Temporary Equity and Stockhol_3
Temporary Equity and Stockholders' Deficiency (Details Narrative) - USD ($) | Oct. 30, 2020 | Oct. 29, 2020 | Oct. 23, 2020 | Oct. 03, 2020 | Oct. 01, 2020 | Sep. 28, 2020 | Sep. 02, 2020 | Feb. 18, 2020 | Aug. 05, 2019 | Jul. 23, 2019 | Jul. 08, 2019 | May 13, 2019 | Mar. 13, 2019 | Jan. 31, 2019 | Jan. 31, 2019 | Dec. 18, 2020 | Aug. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 03, 2020 | Oct. 05, 2018 | Jul. 27, 2018 | Feb. 28, 2017 |
Common stock, shares authorized | 80,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | |||||||||||||||||||||
Common stock, par or stated value per share | $ 0.01 | $ 0.01 | |||||||||||||||||||||||
Common stock, shares, issued | 5,234,406 | 4,021,470 | |||||||||||||||||||||||
Common stock, shares, outstanding | 5,231,037 | 4,018,101 | |||||||||||||||||||||||
Preferred stock, shares authorized | 11,000,000 | 11,000,000 | |||||||||||||||||||||||
Number of stock options granted during the period | 115,681 | ||||||||||||||||||||||||
Common stock issued under 401(k) profit sharing plan, value | $ 52,732 | $ 63,414 | |||||||||||||||||||||||
Number of shares issued for consulting service | 108,266 | ||||||||||||||||||||||||
Accounts payable | 891,168 | 823,762 | |||||||||||||||||||||||
Common stock issued for cash, value | 4,610,700 | ||||||||||||||||||||||||
Foreign currency translation adjustments | $ 467,032 | $ 710,386 | |||||||||||||||||||||||
Number of cancelled warrants purchase shares | |||||||||||||||||||||||||
Weighted average grant date value | $ 0.18 | $ 0.10 | |||||||||||||||||||||||
Share-based payment award, fair value assumptions, expected volatility rate | 58.00% | ||||||||||||||||||||||||
Share-based payment award, fair value assumptions, expected dividend rate | 0.00% | 0.00% | |||||||||||||||||||||||
Options [Member] | |||||||||||||||||||||||||
Share based compensation | $ 361,253 | $ 432,187 | |||||||||||||||||||||||
Unrecognized stock-based compensation expense | $ 821,049 | ||||||||||||||||||||||||
Unrecognized stock-based compensation expense, amortized weighted average period | 2 years 6 months 21 days | ||||||||||||||||||||||||
2017 Notes [Member] | |||||||||||||||||||||||||
Number of shares issued conversion of debt | 5,573 | ||||||||||||||||||||||||
Satisfaction of Debt Obligations [Member] | |||||||||||||||||||||||||
Number of shares issued conversion of debt | 9,659 | ||||||||||||||||||||||||
New Convertible Notes [Member] | |||||||||||||||||||||||||
Shares converted into stock | 247,123 | ||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||
Common stock issued upon dividends payable, shares | 183,700 | ||||||||||||||||||||||||
Shares issued, price per share | $ 4.95 | $ 5.55 | $ 5.25 | ||||||||||||||||||||||
Common stock issued under 401(k) profit sharing plan, shares | 9,509 | 12,079 | |||||||||||||||||||||||
Common stock issued under 401(k) profit sharing plan, value | $ 95 | $ 121 | |||||||||||||||||||||||
Number of shares common stock sold, shares | 878,257 | ||||||||||||||||||||||||
Aggregate proceeds from sale of stock | $ 4,610,700 | ||||||||||||||||||||||||
Common stock issued for cash, shares | 9,509 | 878,257 | |||||||||||||||||||||||
Number of shares issued for consulting service, shares | 8,334 | 76,027 | |||||||||||||||||||||||
Number of shares issued for consulting service | $ 31,350 | $ 760 | |||||||||||||||||||||||
Accounts payable | $ 12,000 | ||||||||||||||||||||||||
Common stock issued for cash, value | $ 8,783 | ||||||||||||||||||||||||
Common Stock [Member] | Kingswood Capital Markets [Member] | |||||||||||||||||||||||||
Common stock issued for cash, shares | 67,693 | ||||||||||||||||||||||||
Common stock issued for cash, value | $ 335,080 | ||||||||||||||||||||||||
Share-based payment award, vesting description | Of the shares issued, 20% of the shares were vested immediately (accordingly, $67,016 was recorded as deferred offering cost) and 80% vest upon the successful closing of a qualified offering within 180 days of the execution of the agreement (no accounting recognition through December 31, 2020, however, the shares vested on February 16, 2021 the shares when the Offering was completed). | ||||||||||||||||||||||||
Deferred offering cost | $ 67,016 | ||||||||||||||||||||||||
Warrants [Member] | |||||||||||||||||||||||||
Number of cancelled warrants purchase shares | 24,309 | ||||||||||||||||||||||||
Convertible Notes [Member] | |||||||||||||||||||||||||
Shares converted into stock | 395,136 | ||||||||||||||||||||||||
Accredited Investors [Member] | |||||||||||||||||||||||||
Number of shares common stock sold, shares | 301,441 | ||||||||||||||||||||||||
Aggregate proceeds from sale of stock | $ 1,571,800 | ||||||||||||||||||||||||
President and CEO [Member] | Warrants [Member] | |||||||||||||||||||||||||
Warrant to purchase of common stock shares | 10,094 | ||||||||||||||||||||||||
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% | ||||||||||||||||||||||||
Minimum [Member] | Warrants [Member] | |||||||||||||||||||||||||
Warrant exercise price per share | $ 30 | ||||||||||||||||||||||||
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% | ||||||||||||||||||||||||
Maximum [Member] | Warrants [Member] | |||||||||||||||||||||||||
Warrant exercise price per share | $ 37.50 | ||||||||||||||||||||||||
2018 Equity Incentive Plan [Member] | |||||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 396,463 | 75,027 | 100,000 | ||||||||||||||||||||||
Increased percentage of common stock shares outstanding | 2.50% | 2.50% | |||||||||||||||||||||||
Common stock exercisable price percentage | 110.00% | ||||||||||||||||||||||||
Number of stock options granted during the period | 90,006 | ||||||||||||||||||||||||
Option exercise price per share | $ 9.08 | $ 5.78 | $ 5.78 | ||||||||||||||||||||||
Option term | 5 years | 5 years | |||||||||||||||||||||||
Percentage of option vested | 25.00% | 25.00% | |||||||||||||||||||||||
Aggregate grant date fair value | $ 200,092 | $ 56,797 | |||||||||||||||||||||||
2018 Equity Incentive Plan [Member] | Common Stock [Member] | |||||||||||||||||||||||||
Number of stock options granted during the period | 102,346 | 73,336 | |||||||||||||||||||||||
Option term | 5 years | ||||||||||||||||||||||||
Percentage of option vested | 25.00% | ||||||||||||||||||||||||
Aggregate grant date fair value | $ 263,642 | ||||||||||||||||||||||||
2018 Equity Incentive Plan [Member] | Common Stock [Member] | Certain Members of Board of Directors [Member] | |||||||||||||||||||||||||
Number of stock options granted during the period | 20,001 | 6,668 | |||||||||||||||||||||||
2018 Equity Incentive Plan [Member] | Common Stock [Member] | Consultants [Member] | |||||||||||||||||||||||||
Number of stock options granted during the period | 6,667 | 10,002 | 13,335 | ||||||||||||||||||||||
2018 Equity Incentive Plan [Member] | Employees [Member] | Common Stock [Member] | |||||||||||||||||||||||||
Number of stock options granted during the period | 75,678 | ||||||||||||||||||||||||
2018 Equity Incentive Plan [Member] | Minimum [Member] | |||||||||||||||||||||||||
Option exercise price per share | $ 8.85 | ||||||||||||||||||||||||
2018 Equity Incentive Plan [Member] | Maximum [Member] | |||||||||||||||||||||||||
Option exercise price per share | $ 9 | ||||||||||||||||||||||||
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 | 2,280,000 | |||||||||||||||||||||||
2018 Gaucho Plan [Member] | Maximum [Member] | |||||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 8,000,000 | ||||||||||||||||||||||||
401(k) Profit Sharing Plan [Member] | Common Stock [Member] | |||||||||||||||||||||||||
Shares issued, price per share | $ 5.25 | ||||||||||||||||||||||||
Common stock issued under 401(k) profit sharing plan, shares | 12,079 | ||||||||||||||||||||||||
2008 Equity Incentive Plan [Member] | |||||||||||||||||||||||||
Number of stock options granted during the period | 209,330 | ||||||||||||||||||||||||
2008 Equity Incentive Plan [Member] | President and CEO [Member] | |||||||||||||||||||||||||
Number of stock options granted during the period | 140,660 | ||||||||||||||||||||||||
2008 Equity Incentive Plan [Member] | Chief Financial Officer [Member] | |||||||||||||||||||||||||
Number of stock options granted during the period | 10,000 | ||||||||||||||||||||||||
2008 Equity Incentive Plan [Member] | Board of Directors [Member] | |||||||||||||||||||||||||
Number of stock options granted during the period | 10,000 | ||||||||||||||||||||||||
2008 Equity Incentive Plan [Member] | Minimum [Member] | |||||||||||||||||||||||||
Option exercise price per share | $ 33 | ||||||||||||||||||||||||
2008 Equity Incentive Plan [Member] | Maximum [Member] | |||||||||||||||||||||||||
Option exercise price per share | $ 37.20 | ||||||||||||||||||||||||
2018 Stock Options Plan [Member] | Employees and Consultants [Member] | |||||||||||||||||||||||||
Number of stock options granted during the period | 209,328 | ||||||||||||||||||||||||
Option exercise price per share | $ 5.78 | ||||||||||||||||||||||||
Percentage of option vested | 25.00% | ||||||||||||||||||||||||
Aggregate grant date fair value | $ 398,199 | ||||||||||||||||||||||||
2018 Stock Options Plan [Member] | President and CEO [Member] | Employees and Consultants [Member] | |||||||||||||||||||||||||
Number of stock options granted during the period | 147,326 | ||||||||||||||||||||||||
2018 Stock Options Plan [Member] | Chief Financial Officer [Member] | Employees and Consultants [Member] | |||||||||||||||||||||||||
Number of stock options granted during the period | 10,334 | ||||||||||||||||||||||||
2018 Stock Options Plan [Member] | Board of Directors [Member] | Employees and Consultants [Member] | |||||||||||||||||||||||||
Number of stock options granted during the period | 10,000 | ||||||||||||||||||||||||
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% | ||||||||||||||||||||||||
Aggregate grant date fair 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% | ||||||||||||||||||||||||
2018 GGI Options [Member] | |||||||||||||||||||||||||
Number of stock options granted during the period | 5,720,000 | ||||||||||||||||||||||||
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 | |||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||||||||||||
Preferred stock, shares authorized | 901,070 | 902,670 | 902,670 | ||||||||||||||||||||||
Preferred stock, par or stated value per share | $ 0.01 | ||||||||||||||||||||||||
Preferred stock, shares outstanding | 901,070 | 902,670 | |||||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||||||
Dividends earned | $ 721,752 | $ 721,057 | |||||||||||||||||||||||
Declared dividends | $ 1,626,306 | ||||||||||||||||||||||||
Common stock issued upon dividends payable, shares | 183,700 | ||||||||||||||||||||||||
Shares issued, price per share | $ 8.36 | ||||||||||||||||||||||||
Dividends payable | $ 82,772 | 85,945 | |||||||||||||||||||||||
Preferred stock, amount of cumulative unpaid and undeclared dividends in arrears | $ 449,788 | $ 1,264,361 | |||||||||||||||||||||||
Fair market value of common stock | $ 10 | ||||||||||||||||||||||||
Shares converted into stock | 10 | ||||||||||||||||||||||||
Preferred stock voting, description | Each share of Series B stock is entitled to 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 approved by the Board of Directors on December 29, 2020 and by the holders of a majority of the Series B stock on March 30, 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 June 30, 2021, 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. Any adjustment to the Company's common stock for purposes of a stock split will be applied after conversion of the Series B shares to common stock on a 1 for 10 basis. Subsequent to December 31, 2020, as a result of the listing of the Common Stock on Nasdaq, all outstanding shares of Series B were converted into shares of Common Stock on a 1 for 10 basis and then adjusted for the reverse stock split on a 15 for 1 basis. | ||||||||||||||||||||||||
Series B Preferred Stock [Member] | Shareholder [Member] | |||||||||||||||||||||||||
Number of shares repurchased | 1,600 | ||||||||||||||||||||||||
Payment of accrued dividends | $ 2,451 | ||||||||||||||||||||||||
Cumulative cash dividends annual rate | 8.00% | ||||||||||||||||||||||||
Liquidation value per share | $ 10 |
Temporary Equity and Stockhol_4
Temporary Equity and Stockholders' Deficiency - Summary of Warrants Activity (Details) | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Equity [Abstract] | |
Number of Shares, Warrants Outstanding Beginning | shares | 37,790 |
Number of Shares, Warrants Issued | shares | 943,700 |
Number of Shares, Warrants Exercised | shares | |
Number of Shares, Warrants Cancelled | shares | |
Number of Shares, Warrants Expired | shares | (11,663) |
Number of Shares, Warrants Outstanding Ending | shares | 969,827 |
Number of Shares, Warrants Exercisable Ending | shares | 969,827 |
Weighted Average Exercise Price Outstanding Beginning | $ / shares | $ 31.67 |
Weighted Average Exercise Price Per Share Warrants Issued | $ / shares | 5.14 |
Weighted Average Exercise Price Per Share Warrants Exercised | $ / shares | |
Weighted Average Exercise Price Per Share Warrants Cancelled | $ / shares | |
Weighted Average Exercise Price Per Share Warrants Expired | $ / shares | 30.41 |
Weighted Average Exercise Price Outstanding Ending | $ / shares | 5.87 |
Weighted Average Exercise Price Per Share Exercisable Ending | $ / shares | $ 5.87 |
Weighted Average Remaining Life in Years Outstanding | 8 months 12 days |
Weighted Average Remaining Life in Years Exercisable | 8 months 12 days |
Intrinsic Value Outstanding Ending | $ | |
Intrinsic Value Exercisable Ending | $ |
Temporary Equity and Stockhol_5
Temporary Equity and Stockholders' Deficiency - Schedule of Warrants Outstanding and Exercisable (Details) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Number of Warrants | 969,827 |
Warrants Exercisable, Weighted Average Remaining Life in Years | 8 months 12 days |
Warrants Exercisable, Number of Warrants | 969,827 |
Range of Exercise Price One [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 5.10 |
Warrants Outstanding Exercisable, Description | Common Stock |
Warrants Outstanding, Number of Warrants | 905,362 |
Warrants Exercisable, Weighted Average Remaining Life in Years | 8 months 12 days |
Warrants Exercisable, Number of Warrants | 905,362 |
Range of Exercise Price Two [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 6 |
Warrants Outstanding Exercisable, Description | Common Stock |
Warrants Outstanding, Number of Warrants | 38,338 |
Warrants Exercisable, Weighted Average Remaining Life in Years | 10 months 25 days |
Warrants Exercisable, Number of Warrants | 38,338 |
Range of Exercise Price Three [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 30 |
Warrants Outstanding Exercisable, Description | Common Stock |
Warrants Outstanding, Number of Warrants | 18,345 |
Warrants Exercisable, Weighted Average Remaining Life in Years | 7 months 6 days |
Warrants Exercisable, Number of Warrants | 18,345 |
Range of Exercise Price Four [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 37.50 |
Warrants Outstanding Exercisable, Description | Common Stock |
Warrants Outstanding, Number of Warrants | 7,782 |
Warrants Exercisable, Weighted Average Remaining Life in Years | 3 months 19 days |
Warrants Exercisable, Number of Warrants | 7,782 |
Temporary Equity and Stockhol_6
Temporary Equity and Stockholders' Deficiency - Schedule of Fair Value Assumptions of Stock Option (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Risk free interest rate, minimum | 0.16% | 1.84% |
Risk free interest rate, maximum | 0.39% | 2.43% |
Expected volatility | 58.00% | |
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) | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Equity [Abstract] | |
Number of Options, Outstanding, Beginning | shares | 636,750 |
Number of Options, Granted | shares | 115,681 |
Number of Options, Exercised | shares | |
Number of Options, Expired | shares | (86,187) |
Number of Options, Forfeited | shares | (39,665) |
Number of Options, Outstanding, Ending | shares | 626,579 |
Number of Options, Exercisable, Ending | shares | 283,465 |
Weighted Average Exercise Price, Outstanding, Beginning | $ / shares | $ 13.11 |
Weighted Average Exercise Price, Granted | $ / shares | 9.07 |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price, Expired | $ / shares | 17.86 |
Weighted Average Exercise Price, Forfeited | $ / shares | 8.80 |
Weighted Average Exercise Price, Outstanding, Ending | $ / shares | 10.54 |
Weighted Average Exercise Price, Exercisable, Ending | $ / shares | $ 13.70 |
Weighted Average Remaining Life In Years, Outstanding Ending | 3 years 1 month 6 days |
Weighted Average Remaining Life In Years, Exercisable Ending | 2 years 3 months 19 days |
Intrinsic Value, Outstanding Ending | $ | |
Intrinsic Value, Exercisable Ending | $ |
Temporary Equity and Stockhol_8
Temporary Equity and Stockholders' Deficiency - Schedule of Stock Option Outstanding and Exercisable (Details) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Outstanding Number of Options | 626,579 |
Options Exercisable, Weighted Exercise Average Remaining Life in Years | 2 years 3 months 19 days |
Options Exercisable, Exercisable Number of Options | 283,465 |
Exercise Price Range One [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Weighted Exercise Average Price | $ / shares | $ 5.78 |
Options Outstanding, Outstanding Number of Options | 235,998 |
Options Exercisable, Weighted Exercise Average Remaining Life in Years | 3 years 4 months 24 days |
Options Exercisable, Exercisable Number of Options | 81,256 |
Exercise Price Range Two [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Weighted Exercise Average Price | $ / shares | $ 8.09 |
Options Outstanding, Outstanding Number of Options | 85,338 |
Options Exercisable, Weighted Exercise Average Remaining Life in Years | 2 years 8 months 12 days |
Options Exercisable, Exercisable Number of Options | 48,003 |
Exercise Price Range Three [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Weighted Exercise Average Price | $ / shares | $ 8.85 |
Options Outstanding, Outstanding Number of Options | 3,334 |
Options Exercisable, Weighted Exercise Average Remaining Life in Years | 0 years |
Options Exercisable, Exercisable Number of Options | |
Exercise Price Range Four [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Weighted Exercise Average Price | $ / shares | $ 9 |
Options Outstanding, Outstanding Number of Options | 10,001 |
Options Exercisable, Weighted Exercise Average Remaining Life in Years | 0 years |
Options Exercisable, Exercisable Number of Options | |
Exercise Price Range Five [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Weighted Exercise Average Price | $ / shares | $ 9.08 |
Options Outstanding, Outstanding Number of Options | 102,346 |
Options Exercisable, Weighted Exercise Average Remaining Life in Years | 0 years |
Options Exercisable, Exercisable Number of Options | |
Exercise Price Range Six [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Weighted Exercise Average Price | $ / shares | $ 11.55 |
Options Outstanding, Outstanding Number of Options | 79,981 |
Options Exercisable, Weighted Exercise Average Remaining Life in Years | 2 years 1 month 6 days |
Options Exercisable, Exercisable Number of Options | 58,210 |
Exercise Price Range Seven [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Weighted Exercise Average Price | $ / shares | $ 16.50 |
Options Outstanding, Outstanding Number of Options | 62,908 |
Options Exercisable, Weighted Exercise Average Remaining Life in Years | 2 years |
Options Exercisable, Exercisable Number of Options | 49,323 |
Exercise Price Range Eight [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Weighted Exercise Average Price | $ / shares | $ 33 |
Options Outstanding, Outstanding Number of Options | 46,673 |
Options Exercisable, Weighted Exercise Average Remaining Life in Years | 8 months 12 days |
Options Exercisable, Exercisable Number of Options | 46,673 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | Apr. 07, 2021 | May 31, 2020 | Mar. 13, 2020 | Sep. 28, 2015 | Dec. 31, 2020 | Oct. 14, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Commitments And Contingencies [Line Items] | ||||||||
Lease expiration date | Aug. 31, 2020 | |||||||
Security deposit for lease | $ 61,284 | |||||||
Payments to landlord for rent | 5,683 | |||||||
Landlord cost for termination expense | $ 11,860 | |||||||
Loss on termination of lease | $ 39,367 | |||||||
Operating lease expenses | $ 154,177 | $ 232,471 | ||||||
Employment Agreement [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Agreement expires date | Jun. 30, 2021 | |||||||
Chief Executive Officer [Member] | Employment Agreement [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Agreement term | 3 years | |||||||
Salaries, wages and officers' compensation | $ 401,700 | |||||||
Annual percentage increase of compensation | 3.00% | |||||||
Mr. Mathis [Member] | Employment Agreement [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Percentage of salary adjustment based upon milestone achievement | 3.00% | |||||||
Milestone achievement, description | The Board of Directors also approved the payment of Mr. Mathis' cost of living salary adjustment of 3% for the years 2019 and 2020 to be paid in equal monthly installments beginning January 1, 2021, provided the Company has uplisted to a national stock exchange. The Board of Directors granted a retention bonus to Mr. Mathis that consists of the real estate lot on which Mr. Mathis has been constructing a home at Algodon Wine Estates, to vest in one-third increments over the next three years (the "Retention Period"), provided Mr. Mathis's performance as an employee with the Company continues to be satisfactory, as deemed by the Board of Directors. The current market value of the lot is $115,000, and before ownership of the lot can be transferred to Mr. Mathis, the Company must be legally permitted to issue a deed for the property. | |||||||
Milestone payment based upon achievement | $ 115,000 | $ 115,000 | ||||||
Percentage of voluntarily deferred payment for salary | 85.00% | |||||||
Compensation paid | $ 141,812 | |||||||
Deferred salary | 24,328 | |||||||
Deferred compensation | $ 58,001 | $ 58,001 | ||||||
Mr. Mathis [Member] | Employment Agreement [Member] | Subsequent Event [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Compensation paid | $ 58,001 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Supplemental Cash Flows Information Related to Leases (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases | $ 78,827 | $ 240,375 |
Right-of-use assets obtained in exchange for lease obligations: Operating leases | $ 361,020 | |
Weighted Average Remaining Lease Term: Operating leases | 0 years | 8 months 2 days |
Weighted Average Discount Rate: Operating leases | 8.00% | 8.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 07, 2021 | Feb. 19, 2021 | Feb. 16, 2021 | Feb. 16, 2021 | Jan. 08, 2021 | Jan. 08, 2021 | Oct. 03, 2020 | Apr. 08, 2021 | Oct. 14, 2020 | Dec. 31, 2019 | Apr. 11, 2021 | Dec. 31, 2020 | Oct. 29, 2020 | Sep. 03, 2020 | Sep. 02, 2020 | Jun. 30, 2018 |
Subsequent Event [Line Items] | ||||||||||||||||
Foreign currency exchange rate, translation | $ 28.880 | |||||||||||||||
Common stock, shares authorized | 150,000,000 | 150,000,000 | 150,000,000 | 80,000,000 | ||||||||||||
Common Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of shares sold | 878,257 | |||||||||||||||
Public offering shares issued | 9,509 | 878,257 | ||||||||||||||
Share price | $ 5.55 | $ 5.25 | $ 4.95 | |||||||||||||
Mr. Mathis [Member] | Employment Agreement [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Compensation paid | $ 141,812 | |||||||||||||||
Argentine Peso to United States Currency Exchange Rate [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Foreign currency exchange rate, translation | 59.8979 | $ 84.0747 | ||||||||||||||
British Pound to United States Currency Exchange Rate [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Foreign currency exchange rate, translation | $ 0.7541 | $ 0.7325 | ||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Offering price per share | $ 6 | |||||||||||||||
Gross proceeds from underwritten public offerings | $ 8,000,000 | |||||||||||||||
Reverse stock split | The Secretary of State of the State of Delaware to effect a reverse stock split of the Common Stock at a ratio of 15-for-1 (the "Reverse Split"). | |||||||||||||||
Common stock, shares authorized | 150,000,000 | 150,000,000 | ||||||||||||||
Subsequent Event [Member] | Lease Agreement [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Lessee operating lease term | 7 years | |||||||||||||||
Operating lease cost | $ 26,758 | |||||||||||||||
Increase base rent percentage | 3.00% | |||||||||||||||
Subsequent Event [Member] | Underwritten Public Offering [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Public offering shares issued | 1,333,334 | |||||||||||||||
Share price | $ 6 | |||||||||||||||
Proceeds from issuance initial public offering | $ 8,000,000 | |||||||||||||||
Subsequent Event [Member] | Maximum [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrants to purchase shares of common stock | 15,333 | |||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of shares sold | 1,333,334 | |||||||||||||||
Public offering shares issued | 600,713 | |||||||||||||||
Subsequent Event [Member] | Warrant [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of shares sold | 1,533,333 | |||||||||||||||
Subsequent Event [Member] | Accredited Investor [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Proceeds from sale of equity | $ 439,000 | |||||||||||||||
Subsequent Event [Member] | Mr Griffin and JLAL Holding Ltd [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrants to purchase shares of common stock | 237,012 | 237,012 | ||||||||||||||
Debt conversion of convertible debt, shares | 237,012 | |||||||||||||||
Debt conversion principal amount | $ 1,163,354 | |||||||||||||||
Debt conversion interest amount | $ 258,714 | |||||||||||||||
Subsequent Event [Member] | Mr. Mathis [Member] | Employment Agreement [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Compensation paid | $ 58,001 | |||||||||||||||
Subsequent Event [Member] | Argentine Peso to United States Currency Exchange Rate [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Foreign currency exchange rate, translation | $ 92.3194 | |||||||||||||||
Subsequent Event [Member] | British Pound to United States Currency Exchange Rate [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Foreign currency exchange rate, translation | $ 0.7293 |