Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 21, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | Innovative Food Holdings Inc | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 36,657,734 | |
Amendment Flag | false | |
Entity Central Index Key | 0000312257 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 3,086,086 | $ 5,060,015 |
Accounts receivable, net | 1,844,332 | 2,380,305 |
Inventory | 2,832,164 | 3,719,786 |
Other current assets | 516,009 | 286,815 |
Total current assets | 8,278,591 | 11,446,921 |
Property and equipment, net | 8,454,849 | 8,550,401 |
Investments | 286,725 | 496,575 |
Right of use assets, operating leases, net | 241,622 | 246,737 |
Right of use assets, finance leases, net | 743,591 | 776,439 |
Other amortizable intangible assets, net | 97,510 | 100,380 |
Goodwill and other unamortizable intangible assets | 1,532,822 | 1,532,822 |
Total assets | 19,635,710 | 23,150,275 |
Current liabilities | ||
Accounts payable and accrued liabilities | 3,530,973 | 5,098,523 |
Accrued interest, current portion | 17,438 | 28,873 |
Deferred revenue | 1,133,411 | 2,917,676 |
Line of Credit | 2,000,000 | 2,000,000 |
Notes payable - current portion, net of discount | 1,942,021 | 1,741,571 |
Lease liability - operating leases, current | 86,284 | 87,375 |
Lease liability - finance leases, current | 145,820 | 146,004 |
Contingent liability - current portion | 187,000 | 187,000 |
Total current liabilities | 9,042,947 | 12,207,022 |
Accrued interest, long term portion | 17,099 | 0 |
Lease liability - operating leases, non-current | 155,338 | 159,362 |
Lease liability - finance leases, non-current | 603,253 | 638,137 |
Contingent liability - long-term | 108,600 | 116,600 |
Note payable - long term portion, net | 7,516,744 | 6,151,345 |
Total liabilities | 17,443,981 | 19,272,466 |
Commitments & Contingencies (see note 16) | ||
Stockholders' equity | ||
Common stock: $0.0001 par value; 500,000,000 shares authorized; 38,495,314 and 38,209,060 shares issued, and 35,657,734 and 35,371,480 shares outstanding at March 31, 2021 and December 31, 2020, respectively | 3,846 | 3,817 |
Additional paid-in capital | 37,572,917 | 37,415,155 |
Treasury stock: 2,623,171 and 2,623,171 shares outstanding at March 31, 2021 and December 31, 2020, respectively. | (1,141,370) | (1,141,370) |
Accumulated deficit | (34,243,664) | (32,399,793) |
Total stockholders' equity | 2,191,729 | 3,877,809 |
Total liabilities and stockholders' equity | $ 19,635,710 | $ 23,150,275 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares outstanding | 35,657,734 | 35,371,480 |
Common stock, shares issued | 38,495,314 | 38,209,060 |
Treasury stock, shares | 2,623,171 | 2,623,171 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 12,180,899 | $ 13,305,920 |
Cost of goods sold | 8,878,914 | 10,192,864 |
Gross margin | 3,301,985 | 3,113,056 |
Selling, general and administrative expenses | 4,850,828 | 4,612,761 |
Impairment of intangible assets | 0 | 1,698,952 |
Total operating expenses | 4,850,828 | 6,311,713 |
Operating loss | (1,548,843) | (3,198,657) |
Other income (expense): | ||
Impairment of investment | (209,850) | 0 |
Other leasing income | 5,140 | 10,879 |
Interest expense, net | (90,318) | (66,420) |
Total other (expense) | (295,028) | (55,541) |
Net loss before taxes | (1,843,871) | (3,254,198) |
Provision for income tax | 0 | 0 |
Net loss | $ (1,843,871) | $ (3,254,198) |
Net loss per share - basic (in Dollars per share) | $ (0.05) | $ (0.09) |
Net loss per share - diluted (in Dollars per share) | $ (0.05) | $ (0.09) |
Weighted average shares outstanding - basic (in Shares) | 35,872,143 | 34,626,275 |
Weighted average shares outstanding - diluted (in Shares) | 35,872,143 | 34,626,275 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net loss | $ (1,843,871) | $ (3,254,198) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Impairment of intangible assets | 0 | 1,698,952 | |
Impairment of investment | 209,850 | 0 | |
Depreciation and amortization | 135,854 | 324,565 | |
Amortization of right-of-use asset | 22,929 | 49,949 | |
Amortization of prepaid loan fees | 3,088 | 3,123 | |
Stock based compensation | 157,791 | 66,041 | |
Provisions (Recovery) of doubtful accounts | 2,721 | 223,335 | |
Changes in operating assets and liabilities: | |||
Accounts receivable, net | 533,252 | 1,226,457 | |
Inventory and other current assets | 658,428 | (650,741) | |
Accounts payable and accrued liabilities | (1,561,858) | (177,379) | |
Deferred revenue | (1,784,265) | (141,320) | |
Contingent liabilities | (8,000) | (12,000) | |
Operating lease liability | (22,929) | (49,949) | |
Net cash used in operating activities | (3,497,010) | (693,165) | |
Cash flows from investing activities: | |||
Acquisition of property and equipment | (4,612) | (285,599) | |
Net cash used in investing activities | (4,612) | (285,599) | |
Cash flows from financing activities: | |||
Proceeds from note payable | 0 | 150,786 | |
Proceeds from line of credit | 0 | 2,000,000 | |
Proceeds from Paycheck Protection Program (PPP) Loan | 1,669,929 | 0 | |
Principal payments on debt | (107,168) | (57,775) | |
Principal payments financing leases | (35,068) | (8,754) | |
Net cash provided by financing activities | 1,527,693 | 2,084,257 | |
(Decrease) increase in cash and cash equivalents | (1,973,929) | 1,105,493 | |
Cash and cash equivalents at beginning of period | 5,060,015 | 3,966,050 | $ 3,966,050 |
Cash and cash equivalents at end of period | 3,086,086 | 5,071,543 | $ 5,060,015 |
Cash paid during the period for: | |||
Interest | 83,275 | 59,373 | |
Taxes | 0 | 0 | |
Non-cash investing and financing activities: | |||
Increase in right of use assets & liabilities | 17,814 | 214,930 | |
Investment in food related company | 15,000 | ||
Capital lease for purchase of fixed assets | $ 0 | $ 152,548 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2019 | $ 3,718 | $ 36,889,818 | $ (1,141,370) | $ (24,734,769) | $ 11,017,397 |
Balance (in Shares) at Dec. 31, 2019 | 37,210,859 | 2,623,171 | |||
Fair value of vested stock and stock options | $ 2 | 46,618 | 46,620 | ||
Fair value of vested stock and stock options (in Shares) | 24,258 | ||||
Issuance of shares for conversion of notes payable and accrued interest (in Shares) | 498 | ||||
Fair value of shares issued to employees and service providers | $ 4 | 19,417 | $ 19,421 | ||
Fair value of shares issued to employees and service providers (in Shares) | 43,705 | 24,258 | |||
Net income (loss) | (3,254,198) | $ (3,254,198) | |||
Balance at Mar. 31, 2020 | $ 3,724 | 36,955,853 | $ (1,141,370) | (27,988,967) | 7,829,240 |
Balance (in Shares) at Mar. 31, 2020 | 37,279,320 | 2,623,171 | |||
Balance at Dec. 31, 2020 | $ 3,817 | 37,415,155 | $ (1,141,370) | (32,399,793) | 3,877,809 |
Balance (in Shares) at Dec. 31, 2020 | 38,209,060 | 2,623,171 | |||
Fair value of shares issued to employees and service providers | $ 29 | 157,762 | 157,791 | ||
Fair value of shares issued to employees and service providers (in Shares) | 286,254 | ||||
Net income (loss) | (1,843,871) | (1,843,871) | |||
Balance at Mar. 31, 2021 | $ 3,846 | $ 37,572,917 | $ (1,141,370) | $ (34,243,664) | $ 2,191,729 |
Balance (in Shares) at Mar. 31, 2021 | 38,495,314 | 2,623,171 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. BASIS OF PRESENTATION Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements of Innovative Food Holdings, Inc., and its wholly owned subsidiaries, some of which are non-operating, Artisan Specialty Foods, Inc. (“Artisan”), Food Innovations, Inc. (“FII”), Food New Media Group, Inc. (“FNM”), Organic Food Brokers, LLC (“OFB”), Gourmet Food Service Group, Inc. (“GFG”), Gourmet Foodservice Warehouse, Inc. (“GFW”), Gourmeting, Inc. (“Gourmeting”), The Haley Group, Inc. (“Haley”), Oasis Sales Corp. (“Oasis”), 4 The Gourmet, Inc. (d/b/a For The Gourmet, Inc.), (“Gourmet”), Innovative Food Properties, LLC (“IFP”), Innovative Gourmet, LLC (“Innovative Gourmet” or “igourmet”), Food Funding, LLC (“Food Funding”), Logistics Innovations, LLC (L Innovations”), M Innovations, LLC (“M Innovations”), P Innovations, LLC (“P Innovations”), and collectively with IVFH and its other subsidiaries, the “Company” or “IVFH”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. All material intercompany transactions have been eliminated upon consolidation of these entities. The accompanying unaudited interim condensed consolidated financial statements have been prepared by the Company, in accordance with generally accepted accounting principles pursuant to Regulation S-X of the Securities and Exchange Commission and with the instructions to Form 10-Q. Certain information and footnote disclosures normally included in audited consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Accordingly, these interim financial statements should be read in conjunction with the Company’s audited financial statements and related notes as contained in Form 10-K for the year ended December 31, 2020. In the opinion of management, the interim unaudited condensed consolidated financial statements reflect all adjustments, including normal recurring adjustments, necessary for fair presentation of the interim periods presented. The results of the operations for the three months ended March 31, 2021 are not necessarily indicative of the results of operations to be expected for the full year. |
NATURE OF ACTIVITIES AND SIGNIF
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES Business Activity Our business is currently conducted by our wholly-owned subsidiaries, Artisan, FII, FNM, OFB, GFG, GFW, Gourmeting, Haley, Oasis, Gourmet, IFP, igourmet, Food Funding, L Innovations, M Innovations, (sometimes referred to herein as “Mouth” or ” Mouth.com”), and P Innovations (collectively, IVFH and its subsidiaries, the “Company” or “IVFH”). Overall, our business activities are focused around the creation and growth of a platform which provides distribution or the enabling of distribution of high quality, unique specialty food and food related products ranging from specialty foodservice products to Consumer-Packaged Goods (“CPG”) products through a variety of sales channels ranging from national partnership based and regionally based foodservice related sales channels to e-commerce sales channels offering products both direct to consumers (“D2C”) and direct to business (“B2B”). In our business model, we receive orders from our customers and then work closely with our suppliers and our warehouse facilities to have the orders fulfilled. In order to maintain freshness and quality, we carefully select our suppliers based upon, among other factors, their quality, uniqueness, reliability and access to overnight courier services. FII, though its relationship with the producers, growers, and makers of thousands of unique specialty foodservice products and through its relationship with US Foods, Inc. (“U.S. Foods” or “USF”), has been in the business of providing premium restaurants, within 24 – 72 hours, with the freshest origin-specific perishable, and healthcare products shipped directly from our network of vendors and from our warehouses. Our customers include restaurants, hotels, country clubs, national chain accounts, casinos, hospitals and catering houses. Gourmet has been in the business of providing specialty food via e-commerce through its own website at www.forthegourmet.com and through other ecommerce channels, with unique specialty gourmet food products shipped directly from our network of vendors and from our warehouses within 24 – 72 hours. Artisan is a supplier of over 1,500 unique specialty foodservice products to over 500 customers such as chefs, restaurants, etc. in the Greater Chicago area and serves as a national fulfillment center for certain of the Company’s other subsidiaries. GFG is focused on expanding the Company’s program offerings to additional specialty foodservice customers. Haley is a dedicated foodservice consulting and advisory firm that works closely with companies to access private label and manufacturers’ private label food service opportunities with the intent of helping them launch and commercialize new products in the broadline foodservice industry and assists in the enabling of the distribution of products via national broadline food distributors. IFP was formed to hold the Company’s real estate holdings including the recently acquired facility in Mountaintop, Pennsylvania. OFB and Oasis function as outsourced national sales and brand management teams for emerging organic and specialty food CPG companies of a variety of sizes and business stages, and provides emerging and unique CPG specialty food brands with distribution and shelf placement access in all of the major metro markets in the food retail industry. igourmet has been in the business of providing D2C specialty food via e-commerce through its own website at www.igourmet.com and through other channels such as www.amazon.com, www.ebay.com, and www.walmart.com. In addition, igourmet.com offers a line of B2B specialty foodservice items. Products are primarily shipped directly from igourmet.com’s approximately 100,000 square feet warehouse in Pennsylvania via igourmet.com owned trucks and via third party carrier directly to thousands of customers nationwide. Mouth.com (www.mouth.com) is an online retailer of specialty foods, monthly subscription boxes and curated gift boxes to thousands of consumers and corporate customers across the United States. Mouth sources high quality specialty foods crafted in the US by independent and small batch makers, and expertly curates them into standout food gifts for both consumers and corporate customers. Mouth also has launched a private label brand, including several award-winning products. P Innovations focus is to leverage acquired assets to expand the Company’s subscription-based e-commerce business activities and to launch new businesses leveraging the Company’s e-commerce platform. L Innovations provides 3rd party warehouse and fulfillment services out of its location at the Company’s PA facility. Use of Estimates The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate these estimates, including those related to revenue recognition and concentration of credit risk. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Accounts subject to estimate and judgements are accounts receivable reserves, income taxes, intangible assets, contingent liabilities, operating and finance right of use assets and liabilities, and equity based instruments. Actual results may differ from these estimates under different assumptions or conditions. We believe our estimates have not been materially inaccurate in past years, and our assumptions are not likely to change in the foreseeable future. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Innovative Food Holdings, Inc., and its wholly owned operating subsidiaries, Artisan, FII, FNM, OFB, GFG, GFW, Gourmeting, Haley, Oasis, Innovative Gourmet, Food Funding, IFP, L Innovations, M Innovations, P Innovations, and Gourmet. All material intercompany transactions have been eliminated upon consolidation of these entities. Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash in investments with credit quality institutions. At times, such investments may be in excess of applicable government mandated insurance limit. At March 31, 2021 and December 31, 2020, trade receivables from the Company’s largest customer amounted to 46% and 22%, respectively, of total trade receivables. During the three months ended March 31, 2021 and 2020, sales from the Company’s largest customer amounted to 42% and 55% of total sales, respectively. The Company maintains cash balances in excess of Federal Deposit Insurance Corporation limits. At March 31, 2021 and December 31, 2020, the total cash in excess of these limits was $1,423,212 and $3,385,113, respectively. Leases The Company accounts for leases in accordance with Financial Accounting Standards Board (“FASB”) ASC 842, “Leases”. The Company determines if an arrangement is a lease at inception. Operating lease right-of-use assets (“ROU assets”) and short-term and long-term lease liabilities are included on the face of the consolidated balance sheet. Finance lease ROU assets are presented within other assets, and finance lease liabilities are presented within current and long-term liabilities. ROU assets represent the right of use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component. For lease agreements with terms less than 12 months, the Company has elected the short-term lease measurement and recognition exemption, and it recognizes such lease payments on a straight-line basis over the lease term. Revenue Recognition The Company recognizes revenue upon product delivery. All of our products are shipped either same day or overnight or through longer shipping terms to the customer and the customer takes title to product and assumes risk and ownership of the product when it is delivered. Shipping charges to customers and sales taxes collectible from customers, if any, are included in revenues. For revenue from product sales, the Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606 “Revenue from Contracts with Customers” Warehouse and logistic services revenue primarily comprises of inventory management, order fulfilment and warehousing services. Warehouse & logistics services revenues are recognized at the point in time when the services are rendered to the customer. Deferred Revenue Certain customer arrangements in the Company's business such as gift cards and e-commerce subscription purchases result in deferred revenues when cash payments are received in advance of performance. Gift cards issued by the Company generally have an expiration of five years from date of purchase. The Company records a liability for unredeemed gift cards and advance payments for monthly club memberships, as cash is received, and the liability is reduced when the card is redeemed or product delivered. The following table represents the changes in deferred revenue as reported on the Company’s consolidated balance sheets: Balance as of December 31, 2019 $ 499,776 Cash payments received 200,300 Net sales recognized (341,620 ) Balance as of March 31, 2020 (unaudited) $ 358,456 Balance as of December 31, 2020 $ 2,917,676 Cash payments received 591,886 Net sales recognized (2,376,151 ) Balance as of March 31, 2021 (unaudited) $ 1,133,411 Disaggregation of Revenue The following table represents a disaggregation of revenue for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 (unaudited) (unaudited) Specialty foodservice $ 6,827,927 $ 9,912,792 E-Commerce 4,979,938 2,878,026 National Brand Management 225,594 250,665 Logistics 147,440 264,437 Total $ 12,180,899 $ 13,305,920 Cost of goods sold We have included in cost of goods sold all costs which are directly related to the generation of revenue. These costs include primarily the cost of food and raw materials, packing and handling, shipping, and delivery costs. We have also included all payroll costs as cost of goods sold in our leasing and logistics services business. Basic and Diluted Earnings Per Share Basic net earnings per share is based on the weighted average number of shares outstanding during the period, while fully-diluted net earnings per share is based on the weighted average number of shares of common stock and potentially dilutive securities assumed to be outstanding during the period using the treasury stock method. Potentially dilutive securities consist of options and warrants to purchase common stock, and convertible debt. Basic and diluted net loss per share is computed based on the weighted average number of shares of common stock outstanding during the period. The Company uses the treasury stock method to calculate the impact of outstanding stock options and warrants. Stock options and warrants for which the exercise price exceeds the average market price over the period have an anti-dilutive effect on earnings per common share and, accordingly, are excluded from the calculation. Dilutive shares at March 31, 2021: Stock Options The following table summarizes the options outstanding and the related prices for the options to purchase shares of the Company’s common stock issued by the Company at March 31, 2021: Weighted Average Remaining Exercise Number Contractual Price of Options Life (years) $ 0.60 50,000 4.75 $ 0.62 360,000 2.75 $ 0.85 540,000 2.75 $ 1.00 50,000 4.75 $ 1.10 75,000 0.12 $ 1.20 1,050,000 2.60 $ 1.50 125,000 0.75 2,250,000 2.57 The Company charged the amount of $36,080 to operations in connection with stock options during the three months ended March 31, 2021. Restricted Stock Awards At March 31, 2021 there are 300,000 unvested restricted stock awards remaining from grants in a prior year. Those 300,000 restricted stock awards will vest as follows: 125,000 restricted stock awards will vest contingent upon the attainment of a stock price of $2.00 per share for 20 straight trading days, and an additional 175,000 restricted stock awards will vest contingent upon the attainment of a stock price of $3.00 per share for 20 straight trading days. Stock Grants During the three months ended March 31, 2021, the Company incurred obligations to issue the following shares of common stock pursuant to compensation agreements: an aggregate total of 50,070 shares of common stock to board members and an aggregate total of 236,184 shares to Executive Officers. Some of these shares or other shares owned by the Company’s employees are included in a 10b5-1 plan. The Company charged the amount of $121,711 to operations in connection with stock grants during the three months ended March 31, 2021. Dilutive shares at March 31, 2020: Stock Options The following table summarizes the options outstanding and the related prices for the options to purchase shares of the Company’s common stock issued by the Company at March 31, 2020: Weighted Average Remaining Exercise Number Contractual Price of Options Life (years) $ 0.62 360,000 3.75 $ 0.85 540,000 3.75 $ 1.10 75,000 1.12 $ 1.20 950,000 3.68 $ 1.50 125,000 1.75 2,050,000 3.50 The Company charged the amount of $34,120 to operations in connection with stock options during the three months ended March 31, 2020. Restricted Stock Awards At March 31, 2020 there are 300,000 unvested restricted stock awards remaining from grants in a prior year. Those 300,000 restricted stock awards will vest as follows: 125,000 restricted stock awards will vest contingent upon the attainment of a stock price of $2.00 per share for 20 straight trading days, and an additional 175,000 restricted stock awards will vest contingent upon the attainment of a stock price of $3.00 per share for 20 straight trading days. Stock grants During the three months ended March 31, 2020, the Company incurred obligations to issue the following shares of common stock pursuant to compensation agreements: an aggregate total of 24,258 shares of common stock to board members. The Company charged the amount of $12,500 to operations in connection with stock grants during the three months ended March 31, 2020. The Company also issued 43,705 shares with a fair value of $19,421 to employees and service providers, and 498 shares which had previously been accrued to an officer of the Company pursuant to his employment agreement. Significant Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), 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. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company adopted this standard effective January 1, 2021; we do not expect the adoption to have a material impact on our consolidated financial statements and related disclosures. 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)”. This ASU reduces the number of accounting models for convertible debt instruments and convertible Preferred Stock. As well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. This standard is effective for us on January 1, 2022, including interim periods within such fiscal year. Adoption is either a modified retrospective method or a fully retrospective method of transition. We are currently assessing the impact the new guidance will have on our consolidated financial statements. Management does not believe that any other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | 3. ACCOUNTS RECEIVABLE At March 31, 2021 and December 31, 2020, accounts receivable consists of: March 31, 2021 December 31, 2020 (unaudited) Accounts receivable from customers $ 2,184,799 $ 2,724,137 Allowance for doubtful accounts (340,467 ) (343,832 ) Accounts receivable, net $ 1,844,332 $ 2,380,305 During the three months ended March 31, 2021 and 2020, the Company charged the amount of $2,721 and $223,335, respectively, to bad debt expense. |
INVENTORY
INVENTORY | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | 4. INVENTORY Inventory consists primarily of specialty food products. At March 31, 2021 and December 31, 2020, inventory consisted of the following: March 31, 2021 December 31, 2020 (unaudited) Finished Goods Inventory $ 2,832,164 $ 3,719,786 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 5. PROPERTY AND EQUIPMENT Acquisition of Building The Company owns a building and property located at 28411 Race Track Road, Bonita Springs, Florida 34135. The property consists of approximately 1.1 acres of land and approximately 10,000 square feet of combined office and warehouse space, and was purchased as part of a bank short sale. The Company moved its operations to these premises on July 15, 2013. The purchase price of the property was $792,758. On May 14, 2015, the Company purchased a building and property located at 2528 S. 27th Avenue, Broadview, Illinois 60155. The property consists of approximately 1.33 acres of land and approximately 28,711 square feet of combined office and warehouse space. The purchase price of $914,350 was initially financed primarily by a draw-down of $900,000 on the Company’s credit facility with Fifth Third Bank, National Association (“Fifth Third Bank”). On May 29, 2015, a permanent financing facility was provided by Fifth Third Bank in the form of a loan in the amount of $980,000. $900,000 of this amount was used to pay the balance of the credit facility; the additional $80,000 was used for refrigeration and other improvements at the property. The interest on the loan is at the LIBOR rate plus 3.0%. The building is used for office and warehouse space primarily for the Company’s Artisan subsidiary. We have also recently completed an additional property improvement and upgrade buildout at the Artisan building which include a fully functional commercial test kitchen and training center and conference room. The test kitchen and training room is used by Artisan and other subsidiaries of the Company for the purposes of new product testing and development and approval, Quality Assurance and Quality Control as well as sales presentations and customer demonstrations. In addition, we added a packaging room to the Artisan building, which is built to FDA, FSMA and SQF food safety standards and purchased new, technologically advanced semi-automated fillers for the packaging room. The packaging room addition will allow for expansion of private label product lines as well as packing of organic, non GMO, diet specific and other specialty foods. The test kitchen, packaging room and additional improvements were financed by a loan from Fifth Third Bank. Depreciation on the building and the related improvements, furniture, fixtures, and equipment began when the Company occupied the facility in October, 2015. On November 8, 2019 the Company, through a newly formed wholly-owned subsidiary, purchased a logistics and warehouse facility (the “Facility”) for $4.5 million. The Facility is approximately 200,000 square feet and is situated on approximately 15 acres in Mountain Top, Pennsylvania. The Facility’s appraised value by a third party appraisal firm in 2021 was $9,400,000. Related to the Facility purchase, the Company entered into a commercial loan agreement for both the purchase price and planned improvements to the Facility. The amount of the loan was $5,500,000, of which $3,600,000 had been utilized at March 31, 2021 in connection with the purchase of the Facility; the lender is Fifth Third Bank and the loan is secured by a mortgage on the property and other Company assets. The interest on the loan is LIBOR plus 2.75%, with interest only payments due through September 30, 2020, thereafter with principal amortized over 20 years with the balance due at maturity on September 2, 2025. Related to Facility purchase, the Company also acquired certain leases from certain tenants of the Facility, all of which were in good standing at the time of purchase. Depreciation on the building began when the Company commenced recognizing revenue from leasing and logistics services associated with the Facility. On October 5, 2020, the Company completed work to upgrade the Facility at a cost of $2,231,458 in order to better support the Company’s focus on e-commerce and logistics. Of the build out costs, $1,900,000 was funded by the loan described below (See Note 13). The following table summarizes property and equipment at March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 (unaudited) Land $ 1,256,895 $ 1,256,895 Building 7,191,451 7,191,451 Computer and Office Equipment 582,974 578,362 Warehouse Equipment 373,150 373,150 Furniture and Fixtures 938,471 938,471 Vehicles 109,441 109,441 Total before accumulated depreciation 10,452,382 10,447,770 Less: accumulated depreciation (1,997,533 ) (1,897,369 ) Total $ 8,454,849 $ 8,550,401 Depreciation and amortization expense for property and equipment amounted to $100,164 and $114,533 for the three months ended March 31, 2021 and 2020, respectively. |
RIGHT OF USE ASSETS AND LEASE L
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Lessee, Operating Leases [Text Block] | 6. RIGHT OF USE ASSETS AND LEASE LIABILITIES OPERATING LEASES The Company has operating leases for offices, warehouses, vehicles, and office equipment. The Company’s leases have remaining lease terms of 1 year to 3 years, some of which include options to extend. The Company’s lease expense for the three months ended March 31, 2021 and 2020 was entirely comprised of operating leases and amounted to $26,855 and $53,628, respectively. The Company’s ROU asset amortization for the three months ended March 31, 2021 and 2020 was $22,929 and $49,949, respectively. The difference between the lease expense and the associated ROU asset amortization consists of interest. Right of use assets – operating leases are summarized below: March 31, 2021 December 31, 2020 (unaudited) Office $ 177,276 $ 186,302 Warehouse equipment 20,041 12,695 Office equipment 479 1,812 Vehicles 43,826 45,928 Right of use assets - operating leases, net $ 241,622 $ 246,737 Operating lease liabilities are summarized below: March 31, 2021 December 31, 2020 (unaudited) Office $ 177,276 $ 186,302 Warehouse equipment 20,041 12,695 Office equipment 479 1,812 Vehicles 43,826 45,928 Lease liability $ 241,622 $ 246,737 Less: current portion (86,284 ) (87,375 ) Lease liability, non-current $ 155,338 $ 159,362 Maturity analysis under these lease agreements are as follows: For the period ended March 31, 2022 $ 99,390 For the period ended March 31, 2023 62,824 For the period ended March 31, 2024 58,611 For the period ended March 31, 2025 49,522 Total $ 270,347 Less: Present value discount (28,725 ) Lease liability $ 241,622 |
RIGHT OF USE ASSETS - FINANCING
RIGHT OF USE ASSETS - FINANCING LEASES | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Leases of Lessee Disclosure [Text Block] | 7. RIGHT OF USE ASSETS FINANCING LEASES The Company has financing leases for vehicles and warehouse equipment. See note 14. Right of use asset – financing leases are summarized below: March 31, 2021 December 31, 2020 (unaudited) Vehicles 362,358 362,358 Warehouse Equipment 533,531 533,531 Total before accumulated depreciation 895,889 895,889 Less: accumulated depreciation (152,298 ) (119,450 ) Total right of use assets - financing leases, net $ 743,591 $ 776,439 Depreciation expense for the three months ended March 31, 2021 and 2020 was $32,820 and $0, respectively. |
INVESTMENTS
INVESTMENTS | 3 Months Ended |
Mar. 31, 2021 | |
Investment Holdings [Abstract] | |
Investment Holdings [Text Block] | 8. INVESTMENTS The Company has made investments in certain early stage food related companies which it expects can benefit from synergies with the Company’s various operating businesses. At March 31, 2021 the Company has investments in seven food related companies in the aggregate amount of $286,725. The Company does not have significant influence over the operations of these companies. The Company’s investments may take the form of debt, equity, or equity in the future including convertible notes and other instruments which provide for future equity under various scenarios including subsequent financings or initial public offerings. The Company has evaluated the guidance in Accounting Standards Codification (“ASC”) No. 325-20, “Investments – Other”, in determining to account for the investment using the cost method since the equity securities are not marketable and do not give the Company significant influence. During the three months ended March 31, 2020, the Company converted accounts receivable in the amount of $15,000 into an equity investment in a food related company. During the three months ended March 31, 2021, the founder of one of the food related companies passed away in an untimely tragic accident, and as a result the food related company ceased operations and the Company recognized an impairment in the amount of $209,850 in connection with that investment |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure [Text Block] | 9. INTANGIBLE ASSETS The Company acquired certain intangible assets pursuant to the acquisitions through Artisan, Oasis, Innovative Gourmet, OFB, Haley, and M Innovations. These assets include non-compete agreements, customer relationships, trade names, internally developed technology, and goodwill. The Company has also capitalized the development of its website. As detailed in ASC 350 “Intangibles - Goodwill and Other”, the Company tests for goodwill impairment in the fourth quarter of each year and whenever events or changes in circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. As detailed in ASC 350-20-35-3A, in performing its testing for goodwill impairment, management has completed a qualitative analysis to determine whether it was more likely than not that the fair value of the Company’s reporting unit is less than its carrying amount, including goodwill. To complete this review, management followed the steps in ASC 350-20-35-3C to evaluate the fair value of goodwill and considered all known events and circumstances that might trigger an impairment of goodwill. COVID-19 has had a material negative impact on some of the Company’s foodservice customers. In an effort to limit the spread of the virus, federal, state and local governments have implemented measures that have resulted in the closure of non-essential businesses in many of the markets the Company serves, which has forced its customers in those markets to either transition their establishments to take-out service, delivery service or temporarily cease operations. These actions have led to a significant decrease in demand for certain of the Company’s foodservice products. The adverse impact to the Company’s foodservice customer base was a triggering event and accordingly, as required by ASC 350, the Company performed interim goodwill and long-lived asset quantitative impairment tests during the first quarter of 2020. While the triggering event was a result of the negative impact related to foodservice customers, the applicable accounting rules then required an impairment test targeted specifically to any available carrying value of goodwill or intangible assets. During the first quarter of 2020, the Company performed the impairment tests on certain intangible assets and goodwill pursuant to the acquisitions through Artisan, Oasis, Innovative Gourmet and M Innovations. Goodwill Impairment Test The Company estimated the fair value of the Company’s reporting unit using an income approach that incorporates the use of a discounted cash flow model that involves many management assumptions that are based upon future growth projections which include estimates of COVID-19’s impact on our business. Assumptions include estimates of future revenues, growth rates which take into account estimated inflation rates, estimates of future levels of gross profit and operating profit, projected capital expenditures and discount rates based upon industry and competitor analyses. As a result of impairment test, it was calculated that the net carrying value of goodwill exceeded the fair value by $650,243, and the Company was required by ASC 350 to record an impairment charge to operations during the year ended December 31, 2020. At March 31, 2021 and December 31, 2020, the net carrying value of goodwill on the Company’s balance sheet was $0. Long-lived Impairment Test Long-lived assets, including other intangible assets, were tested for recoverability at the asset group level. The Company estimated the net undiscounted cash flows expected to be generated from the asset group over the expected useful life of the asset group’s primary asset. Key assumptions include future revenues, growth rates, estimates of future levels of gross profit and operating profit and projected capital expenditures necessary to maintain the operating capacity of each asset group. As a result of the impairment test, it was calculated that the net carrying values of other intangible assets exceeded the undiscounted cash flows for each of the Company’s asset groups by a total of $1,048,692, and the Company was required by the applicable accounting rules to record an impairment charge to operations during the year ended December 31, 2020. At March 31, 2021 and December 31, 2020, the net carrying value of other intangible assets on the Company’s balance sheet was $1,630,332 and $1,633,202, respectively. The Company acquired certain intangible assets pursuant to the acquisitions through Artisan, Oasis, Innovative Gourmet , OFB, Haley, and M Innovations. The following is the net book value of these assets: March 31, 2021 (unaudited) Accumulated Gross Amortization and Impairment Net Non-Compete Agreement - amortizable $ 505,900 $ (505,900 ) $ - Customer Relationships - amortizable 3,068,034 (3,068,034 ) - Trade Name 1,532,822 - 1,532,822 Internally Developed Technology - amortizable 875,643 (875,643 ) - Goodwill 650,243 (650,243 ) - Website - amortizable 103,250 (5,740 ) 97,510 Total $ 6,735,892 $ (5,105,560 ) $ 1,630,332 December 31, 2020 Accumulated Cost Amortization and Impairment Net Non-Compete Agreement - amortizable $ 505,900 $ (505,900 ) $ - Customer Relationships - amortizable 3,068,034 (3,068,034 ) - Trade Name 1,532,822 - 1,532,822 Internally Developed Technology 875,643 (875,643 ) - Goodwill 650,243 (650,243 ) - Website 103,250 (2,870 ) 100,380 Total $ 6,735,892 $ (5,102,690 ) $ 1,633,202 Total amortization expense for the three months ended March 31, 2021 and 2020 was $2,870 and $210,032, respectively. Total impairment charge for the three months ended March 31, 2021 and 2020 was $0 and $1,698,952, respectively. |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities at March 31, 2021 and December 31, 2020 are as follows: March 31, 2021 December 31, 2020 (unaudited) Trade payables and accrued liabilities $ 3,191,566 $ 4,914,050 Accrued payroll and commissions 339,407 184,473 Total $ 3,530,973 $ 5,098,523 |
ACCRUED INTEREST
ACCRUED INTEREST | 3 Months Ended |
Mar. 31, 2021 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Other Liabilities Disclosure [Text Block] | 11. ACCRUED INTEREST At March 31, 2021, accrued interest - current portion on a note outstanding was $17,438, and accrued interest – long term portion was $17,099. Accrued interest – long term portion consist of interest accrued on the PPP loans (see note 13). During the three months ended March 31, 2021, the Company paid cash for interest in the aggregate amount of $83,275. At December 31, 2020, accrued interest on a note outstanding was $28,873. During the three months ended March 31, 2020, the Company paid cash for interest in the aggregate amount of $59,373. |
REVOLVING CREDIT FACILITIES
REVOLVING CREDIT FACILITIES | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Short-term Debt [Text Block] | 12. REVOLVING CREDIT FACILITIES March 31, 2021 December 31, 2020 (unaudited) Line of credit facility with Fifth Third Bank in the original amount of $2,000,000 with an interest rate of LIBOR plus 3.25% (the “Fifth Third Bank Line of Credit”). Effective August 1, 2019, this credit facility was extended to August 1, 2021. On March 20, 2020, the Company drew down the amount of $2,000,000. During the three months ended March 31, 2021 and 2020, the Company paid interest in the amount of $17,083 and $3,486, respectively, on the Fifth Third Bank Line of Credit. $ 2,000,000 $ 2,000,000 Total $ 2,000,000 $ 2,000,000 |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 13. NOTES PAYABLE March 31, 2021 December 31, 2020 (unaudited) Secured mortgage note payable for the acquisition of land and building in Bonita Springs, Florida in the amount of $546,000. Principal payments of $4,550 plus interest at the rate of Libor plus 3% are due monthly. The balance of the principal amount was originally due February 28, 2018. On March 23, 2018 and effective February 26, 2018, this note was amended and renewed in the amount of $273,000, with monthly payments of principal and interest of $4,550 payable through the maturity date of February 28, 2023. During the three months ended March 31, 2021, the Company made payments of principal and interest on this note in the amounts of $13,650 and $927, respectively; during the three months ended March 31, 2020, the Company made principal and interest payments on this note in the amounts of $13,650 and $2,050, respectively. $ 109,200 $ 122,850 Secured mortgage note payable for the acquisition of land and building in Broadview, Illinois in the amount of $980,000. Principal payments of $8,167 plus interest at the rate of LIBOR plus 2.75% are due monthly through April 2020, the remaining principal balance in the amount of $490,000 was originally due May 29, 2020. Effective May 29, 2020, the note was amended and renewed such that principal payments of $8,303 plus accrued interest were due beginning June 29, 2020 and continuing for sixty months; the entire principal balance and all accrued interest will be due on May 29, 2025. During the three months ended March 31, 2021, the Company made payments of principal and interest on this note in the amounts of $24,500 and $3,212, respectively; during the three months ended March 31, 2020, the Company made principal and interest payments in the amounts of $24,500 and $6,454, respectively. 424,666 449,166 Promissory note dated March 22, 2019 in the original amount of $391,558 (the “Artisan Equipment Loan”) payable to Fifth Third Bank. This loan is secured by the Company’s tangible and intangible personal property and bears interest at the rate of 5.20%. The entire principal balance and all accrued interest is due on the maturity date of March 21, 2024. Monthly payments in the amount of $7,425 including principal and interest commenced in April, 2019. During the year ended December 31, 2019, equipment financed under the Artisan Equipment Loan in the amount of $33,075 was returned for credit. During the three months ended March 31, 2021, the Company made payments of principal and interest on this loan in the amounts of $17,313 and $3,081, respectively; during the three months ended March 31, 2020, the Company made principal and interest payments in the amounts of $16,429 and $3,965, respectively. 225,452 242,765 A note payable in the amount of $20,000. The Note was due in January 2006 and the Company is currently accruing interest on this note at 1.9%. During the three months ended March 31, 2021, the Company accrued interest in the amount of $93 on this note; during the three months ended March 31, 2021 and 2020, the Company accrued interest in the amount of $93 on this note. 20,000 20,000 Vehicle acquisition loan dated December 6, 2018 in the original amount of $51,088, payable in sixty monthly installments of $955 including interest at the rate of 4.61% maturing November 5, 2023. During the three months ended March 31, 2021, the Company made principal and interest payments in the amount of $2,505 and $360, respectively, on this loan; during the three months ended March 31, 2020, the Company made principal and interest payments in the amount of $3,196 and $571, respectively, on this loan. 29,456 32,051 March 31, 2021 December 31, 2020 (unaudited) Secured mortgage facility in the amount of $5,500,000 with Fifth Third Bank for the acquisition of land and building in Mountaintop, Pennsylvania dated November 8, 2019 (the “Fifth Third Mortgage Facility”). The Fifth Third Mortgage Facility is secured by the assets acquired. During the year ended December 31, 2019, the Company drew down $3,600,000 of this facility. During the year ended December 31, 2020, the Company drew down an additional $1,900,000 of this facility. The interest rate is LIBOR plus 2.75% with interest only due through September 30, 2020, thereafter with principal amortized at a 20 years amortization rate and the balance due on the maturity date of September 2, 2025. The Company prepaid loan fees in connection with this loan in the amount of $72,916 which are considered a discount to the loan and are being amortized over the term of the note; $3,088 and $3,123 of this discount was amortized to interest expense during the three months ended March 31, 2021 and 2020, respectively. During the three months ended March 31, 2021 the Company made principal and interest payments in the amount of $49,200 and $38,980, respectively, on this loan; during the three months ended March 31, 2020 the Company made principal and interest payments in the amount of $0 and $27,455, respectively, on this loan. The Company also has in place an interest rate swap agreement (the “Fifth Third Interest Rate Swap”) with Fifth Third bank in connection with the Fifth Third Mortgage Facility. Pursuant to the Fifth Third Interest Rate Swap, the Company pays an additional base rate of 0.59% reduced by the difference between an initial LIBOR rate of 0.1513% and the month-end LIBOR rate. During the three months ended March 31, 2021 and 2020, the Company paid additional interest in the amount of $6,094 and $0, respectively, pursuant to the Fifth Third Interest Rate Swap. 5,385,200 5,434,400 Loan payable to Fifth Third Bank dated April 21, 2020 pursuant to the Paycheck Protection Program (the “IVFH PPP Loan”) established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) in the principal amount of $1,650,221. The term of the IVFH PPP Loan is two years, and the annual interest rate is 1%. Under the terms of the CARES Act, PPP Loan recipients can apply for, and be granted forgiveness for, all or a portion of loans granted under the Paycheck Protection Program. No assurance is provided that the Company will obtain forgiveness of the IVFH PPP Loan in whole or in part. During the three months ended March 31, 2021, the Company accrued interest in the amount of $4,069 on the IVFH PPP Loan. 1,650,221 1,650,221 Four loans payable to Fifth Third Bank dated from February 12, 2021 to March 24, 2021 were received by subsidiaries of the Company pursuant to the Paycheck Protection Program (the “Subsidiary PPP Loans”) established under the CARES Act in the aggregate principal amount of $1,669,929. Each of the Subsidiary PPP Loans are due five years from inception and the annual interest rate is 1%. Under the terms of the CARES Act, PPP Loan recipients can apply for, and be granted forgiveness for, all or a portion of loans granted under the Paycheck Protection Program. No assurance is provided that the Company will obtain forgiveness of the Subsidiary PPP Loans in whole or in part. During the three months ended March 31, 2021, the Company accrued interest in the amount of $1,502 on the Subsidiary PPP Loans. 1,669,929 - Total 9,514,214 7,951,453 Discount (55,449 ) (58,537 ) Net of discount $ 9,458,765 $ 7,892,916 Current portion $ 1,997,470 $ 1,800,108 Long-term maturities 7,516,744 6,151,345 Total $ 9,514,214 $ 7,951,453 Aggregate maturities of long-term notes payable as of March 31, 2021 are as follows: For the period ended March 31, 2022 $ 1,997,470 2023 836,438 2024 840,067 2025 759,344 2026 5,080,895 Total $ 9,514,214 |
LEASE LIABILITIES - FINANCING L
LEASE LIABILITIES - FINANCING LEASES | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Lessee, Finance Leases [Text Block] | 14. LEASE LIABILITIES - FINANCING LEASES March 31, 2021 December 31, 2020 Financing lease obligation under a lease agreement for warehouse furniture and equipment truck dated October 14, 2020 in the original amount of $514,173 payable in sixty monthly installments of $9,942 including interest at the rate of 6.01%. During the three months ended March 31, 2021, the Company made principal and interest payments on this lease obligation in the amount of $22,552 and $7,274, respectively. $ 469,405 $ 491,957 Financing lease obligation under a lease agreement for a truck dated March 31, 2020 in the original amount of $152,548 payable in eighty-four monthly installments of $2,188 including interest at the rate of 5.44%. During the three months ended March 31, 2021, the Company made principal and interest payments on this lease obligation in the amounts of $4,716 and $1,847, respectively. During the three months ended March 31, 2020, the Company made principal and interest payments on this lease obligation in the amounts of $1,496 and $692, respectively. 132,562 137,278 Financing lease obligation under a lease agreement for a truck dated November 5, 2018 in the original amount of $128,587 payable in seventy monthly installments of $2,326 including interest at the rate of 8.33%. During the three months ended March 31, 2021, the Company made principal and interest payments on this lease obligation in the amounts of $5,182 and $1,795, respectively. During the three months ended March 31, 2020, the Company made principal and interest payments on this lease obligation in the amounts of $4,769 and $2,208, respectively. 82,732 87,914 Financing lease obligation under a lease agreement for a truck dated August 23, 2019 in the original amount of $80,413 payable in eighty-four monthly installments of $1,148 including interest at the rate of 5.0%. During the three months ended March 31, 2021, the Company made principal and interest payments on this lease obligation in the amounts of $2,618 and $826, respectively. During the three months ended March 31, 2020, the Company made principal and interest payments on this lease obligation in the amounts of $2,489 and $953, respectively. 64,374 66,992 Total $ 749,073 $ 784,141 Current portion $ 145,820 $ 146,004 Long-term maturities 603,253 638,137 Total $ 749,073 $ 784,141 Aggregate maturities of lease liabilities – financing leases as of March 31, 2021 are as follows: For the period ended March 31, 2022 $ 145,820 2023 143,253 2024 164,417 2025 156,490 2026 109,912 Thereafter 29,181 Total $ 749,073 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 15. RELATED PARTY TRANSACTIONS For the three months ended March 31, 2021: Vesting of shares to officers During the three months ended March 31, 2021 in connection with stock based compensation based upon the terms of employment agreements with its employees and compensation agreements with the Company’s independent board members, the Company charged to operations the amount of $22,500 for the vesting of a total of 50,070 shares of common stock issuable to two of its independent board members, and $99,211 for the vesting of a total of 236,184 shares of common stock issuable to its Chief Executive Officer and its Director of Strategic Acquisitions pursuant to their employment agreements. The Company also recognized non-cash compensation in the amount of $36,080 during the three months ended March 31, 2021 in connection with stock options issuable to management and board members. For the three months ended March 31, 2020: Vesting of shares to officers During the three months ended March 31, 2020 in connection with stock based compensation based upon the terms of employment agreements with its employees and compensation agreements with the Company’s independent board members, the Company charged to operations the aggregate total amount of $12,500 for the vesting of a total of 24,258 shares of common stock issuable to two of its independent board members. The Company also recognized non-cash compensation in the amount of $34,120 during the three months ended March 31, 2020 in connection with stock options issuable to management and board members. The chief executive officer provided a limited waiver through June 29, 2020 of certain rights and benefits contained in his employment agreement following a Change in Control (as defined in the employment agreement). |
COMMITMENTS AND CONTINGENT LIAB
COMMITMENTS AND CONTINGENT LIABILITIES | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 16. COMMITMENTS AND CONTINGENT LIABILITIES Contingent Liability Pursuant to the igourmet Asset Purchase Agreement, the Company recorded contingent liabilities in the original amount of $787,800. This amount relates to certain performance based payments over the twenty-four months following the acquisition date as well as to certain additional liabilities that the Company has evaluated and has recorded on a contingent basis. During the year ended December 31, 2018, the Company reduced this amount by $392,900 as the performance goals for the first year were not met. During the year ended December 31, 2019, the Company reduced this amount by $132,300 as the performance goals for the second year were not met. During the year ended December 31, 2019, the Company paid the amount of $39,000 in connection with the additional liabilities. During the year ended December 31, 2020, the Company paid the amount of $40,000 in connection with the additional liabilities. During the three months ended March 31, 2021, the Company paid the amount of $8,000 in connection with the additional liabilities. At March 31, 2021, the amount of $67,000 remains on the Company’s consolidated balance sheet as a current contingent liability, and $108,600 as a long term contingent liability. Pursuant to the Mouth Foods LLC Asset Acquisition, the Company recorded contingent liabilities in the amount of $240,576. These amounts relate to the estimate of certain performance based payments following the acquisition date as well as to certain additional liabilities that the Company has evaluated and has recorded on a contingent basis. During the year ended December 31, 2019, the Company paid the amount of $120,576 in connection with these liabilities. At March 31, 2021, $120,000 is classified as a current contingent liability. License Agreements In May 2019, the Company entered into a royalty-based license agreement, through December 31, 2022 with a lifestyle brand, which provides the exclusive right, with certain carve-outs and limitations, to sell and promote branded gift baskets for certain channels including: retail, warehouse club stores, certain of the Company’s current e-commerce channels, and other e-commerce channels such as amazon.com (the “May 2019 License Agreement”). Pursuant to the May 2019 License Agreement, the Company paid an initial royalty deposit in the amount of $50,000 towards the minimum royalty, which is classified as other current assets on the Company’s balance sheet at December 31, 2019. Future royalty amounts owed for minimum payments in connection with the May 2019 License Agreement will be deducted from this deposit The royalty rate is 5% of net sales, and the Company is required, with certain exceptions and exclusions, to make minimum royalty payments of $100,000 through the end of 2020, $110,000 in 2021, and $125,000 in 2022, respectively. As of March 31, 2021, the Company has made the required minimum royalty payments. Litigation On September 16, 2019, an action (the “PA Action”) was filed in the Court of Common Pleas of Philadelphia County, Trial Division, against, among others, the Company and its wholly-owned subsidiaries, Innovative Gourmet LLC and Food Innovations, Inc. Since that time, other parties involved in the incident have joined as plaintiffs in the PA Action. The complaint in the PA Action alleges, inter alia, wrongful death and negligence by a driver employed by Innovative Gourmet and indicates a demand and offer to settle for fifty million dollars. We expect that should a settlement occur the amount to resolve the Action would be substantially lower. The Company and its subsidiaries had auto and umbrella insurance policies, among others, that were in effect for the relevant period. While the initial response from the relevant insurance companies has been to provide coverage only under an auto policy (which has been fully tendered) and umbrella policy that covers one of the Company’s subsidiaries, we intend to further aggressively pursue the Company’s and its subsidiaries’ insurance coverage under their umbrella and other available policies. The Company has brought an action for declaratory judgement against one of the insurance companies under which it had an umbrella policy so that the court can compel it to provide liability coverage. In addition, the Company has been defending this action and believes that the likely outcome would result in the liabilities being covered by its insurance carriers. However, if the Company was found responsible for damages in excess of its available insurance coverage, such damages in excess of the coverage could have a material adverse effect on the Company’s operations. On July 16, 2020, the court granted the Company's motion to stay the case through the final adjudication of an additional pending legal proceeding against the driver in connection with the events related to the case. It is not anticipated that the Company and its subsidiaries will be a party to any other legal proceedings in connection with this matter. From time to time, the Company has become and may become involved in certain lawsuits and legal proceedings which arise in the ordinary course of business, or as the result of current or previous investments, or current or previous subsidiaries, or current or previous employees, or current or previous directors, or as a result of acquisitions and dispositions or other corporate activities. The Company intends to vigorously defend its positions. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our financial position or our business and the outcome of these matters cannot be ultimately predicted. |
EQUITY
EQUITY | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 17. EQUITY Common Stock At March 31, 2021 and December 31, 2020, a total of 2,837,580 shares are deemed issued but not outstanding by the Company. These include 2,623,171 shares of treasury stock. Three months ended March 31, 2021: During the three months ended March 31, 2021 in connection with stock based compensation based upon the terms of employment agreements with its employees and compensation agreements with the Company’s independent board members, the Company charged to operations the amount of $22,500 for the vesting of a total of 50,070 shares of common stock issuable to two of its independent board members, and $99,211 for the vesting of a total of 236,184 shares of common stock issuable to its Chief Executive Officer and its Director of Strategic Acquisitions pursuant to their employment agreements. The Company also recognized non-cash compensation in the amount of $36,080 during the three months ended March 31, 2021 in connection with stock options issuable to management and board members. Three months ended March 31, 2020: The Company issued 38,943 shares of common stock with a fair value of $17,135 to an employee as a bonus. The Company issued 4,762 shares of common stock with a fair value of $2,286 to a service provider. The Company charged the amount of $12,500 in connection with the vesting of 24,258 shares of common stock issuable to board members in connection with their compensation agreements. The Company charged the amount of $34,120 in connection with the vesting of stock options to management and board members. Options The following table summarizes the options outstanding at March 31, 2021 and the related prices for the options to purchase shares of the Company’s common stock issued by the Company: Weighted Weighted Weighted average average average exercise exercise Range of Number of Remaining price of Number of price of exercise options contractual outstanding options exercisable Prices Outstanding life (years) Options Exercisable Options $ 0.60 50,000 4.75 $ 0.60 6,250 $ 0.60 $ 0.62 360,000 2.75 $ 0.62 270,000 $ 0.62 $ 0.85 540,000 2.75 $ 0.85 405,000 $ 0.85 $ 1.00 50,000 4.75 $ 1.00 6,250 $ 1.00 $ 1.10 75,000 0.12 $ 1.10 75,000 $ 1.10 $ 1.20 1,050,000 2.60 $ 1.20 825,000 $ 1.20 $ 1.50 125,000 0.75 $ 1.50 125,000 $ 1.50 2,250,000 2.57 $ 1.02 1,712,500 $ 1.04 Transactions involving stock options are summarized as follows: Number of Shares Weighted Average Exercise Price Options outstanding at December 31, 2020 2,250,000 $ 1.02 Granted - $ - Exercised - $ - Cancelled / Expired - $ - Options outstanding at March 31, 2021 (unaudited) 2,250,000 $ 1.02 Options exercisable at March 31, 2021 (unaudited) 1,712,500 $ 1.04 Aggregate intrinsic value of options outstanding and exercisable at March 31, 2021 and 2020 was $0. Aggregate intrinsic value represents the difference between the Company’s closing stock price on the last trading day of the fiscal period, which was $0.43 and $0.34 as of March 31, 2021 and 2020, respectively, and the exercise price multiplied by the number of options outstanding. During the three months ended March 31, 2021 and 2020, the Company charged $36,080 and $34,120, respectively, to operations to recognized stock-based compensation expense for employee stock options. Accounting for warrants and stock options The Company valued warrants and stock options granted during the three months ended March 31, 2021 and 2020 using the Black-Scholes valuation model utilizing the following variables: March 31, March 31, 2021 2020 Volatility - % 59.4 % Dividends - - Risk-free interest rates - % 2.49 % Term (years) - 5.00 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Business Activity Our business is currently conducted by our wholly-owned subsidiaries, Artisan, FII, FNM, OFB, GFG, GFW, Gourmeting, Haley, Oasis, Gourmet, IFP, igourmet, Food Funding, L Innovations, M Innovations, (sometimes referred to herein as “Mouth” or ” Mouth.com”), and P Innovations (collectively, IVFH and its subsidiaries, the “Company” or “IVFH”). Overall, our business activities are focused around the creation and growth of a platform which provides distribution or the enabling of distribution of high quality, unique specialty food and food related products ranging from specialty foodservice products to Consumer-Packaged Goods (“CPG”) products through a variety of sales channels ranging from national partnership based and regionally based foodservice related sales channels to e-commerce sales channels offering products both direct to consumers (“D2C”) and direct to business (“B2B”). In our business model, we receive orders from our customers and then work closely with our suppliers and our warehouse facilities to have the orders fulfilled. In order to maintain freshness and quality, we carefully select our suppliers based upon, among other factors, their quality, uniqueness, reliability and access to overnight courier services. FII, though its relationship with the producers, growers, and makers of thousands of unique specialty foodservice products and through its relationship with US Foods, Inc. (“U.S. Foods” or “USF”), has been in the business of providing premium restaurants, within 24 – 72 hours, with the freshest origin-specific perishable, and healthcare products shipped directly from our network of vendors and from our warehouses. Our customers include restaurants, hotels, country clubs, national chain accounts, casinos, hospitals and catering houses. Gourmet has been in the business of providing specialty food via e-commerce through its own website at www.forthegourmet.com and through other ecommerce channels, with unique specialty gourmet food products shipped directly from our network of vendors and from our warehouses within 24 – 72 hours. Artisan is a supplier of over 1,500 unique specialty foodservice products to over 500 customers such as chefs, restaurants, etc. in the Greater Chicago area and serves as a national fulfillment center for certain of the Company’s other subsidiaries. GFG is focused on expanding the Company’s program offerings to additional specialty foodservice customers. Haley is a dedicated foodservice consulting and advisory firm that works closely with companies to access private label and manufacturers’ private label food service opportunities with the intent of helping them launch and commercialize new products in the broadline foodservice industry and assists in the enabling of the distribution of products via national broadline food distributors. IFP was formed to hold the Company’s real estate holdings including the recently acquired facility in Mountaintop, Pennsylvania. OFB and Oasis function as outsourced national sales and brand management teams for emerging organic and specialty food CPG companies of a variety of sizes and business stages, and provides emerging and unique CPG specialty food brands with distribution and shelf placement access in all of the major metro markets in the food retail industry. igourmet has been in the business of providing D2C specialty food via e-commerce through its own website at www.igourmet.com and through other channels such as www.amazon.com, www.ebay.com, and www.walmart.com. In addition, igourmet.com offers a line of B2B specialty foodservice items. Products are primarily shipped directly from igourmet.com’s approximately 100,000 square feet warehouse in Pennsylvania via igourmet.com owned trucks and via third party carrier directly to thousands of customers nationwide. Mouth.com (www.mouth.com) is an online retailer of specialty foods, monthly subscription boxes and curated gift boxes to thousands of consumers and corporate customers across the United States. Mouth sources high quality specialty foods crafted in the US by independent and small batch makers, and expertly curates them into standout food gifts for both consumers and corporate customers. Mouth also has launched a private label brand, including several award-winning products. P Innovations focus is to leverage acquired assets to expand the Company’s subscription-based e-commerce business activities and to launch new businesses leveraging the Company’s e-commerce platform. L Innovations provides 3rd party warehouse and fulfillment services out of its location at the Company’s PA facility. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate these estimates, including those related to revenue recognition and concentration of credit risk. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Accounts subject to estimate and judgements are accounts receivable reserves, income taxes, intangible assets, contingent liabilities, operating and finance right of use assets and liabilities, and equity based instruments. Actual results may differ from these estimates under different assumptions or conditions. We believe our estimates have not been materially inaccurate in past years, and our assumptions are not likely to change in the foreseeable future. |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Innovative Food Holdings, Inc., and its wholly owned operating subsidiaries, Artisan, FII, FNM, OFB, GFG, GFW, Gourmeting, Haley, Oasis, Innovative Gourmet, Food Funding, IFP, L Innovations, M Innovations, P Innovations, and Gourmet. All material intercompany transactions have been eliminated upon consolidation of these entities. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash in investments with credit quality institutions. At times, such investments may be in excess of applicable government mandated insurance limit. At March 31, 2021 and December 31, 2020, trade receivables from the Company’s largest customer amounted to 46% and 22%, respectively, of total trade receivables. During the three months ended March 31, 2021 and 2020, sales from the Company’s largest customer amounted to 42% and 55% of total sales, respectively. The Company maintains cash balances in excess of Federal Deposit Insurance Corporation limits. At March 31, 2021 and December 31, 2020, the total cash in excess of these limits was $1,423,212 and $3,385,113, respectively. |
Lessee, Leases [Policy Text Block] | Leases The Company accounts for leases in accordance with Financial Accounting Standards Board (“FASB”) ASC 842, “Leases”. The Company determines if an arrangement is a lease at inception. Operating lease right-of-use assets (“ROU assets”) and short-term and long-term lease liabilities are included on the face of the consolidated balance sheet. Finance lease ROU assets are presented within other assets, and finance lease liabilities are presented within current and long-term liabilities. ROU assets represent the right of use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component. For lease agreements with terms less than 12 months, the Company has elected the short-term lease measurement and recognition exemption, and it recognizes such lease payments on a straight-line basis over the lease term. |
Revenue [Policy Text Block] | Revenue Recognition The Company recognizes revenue upon product delivery. All of our products are shipped either same day or overnight or through longer shipping terms to the customer and the customer takes title to product and assumes risk and ownership of the product when it is delivered. Shipping charges to customers and sales taxes collectible from customers, if any, are included in revenues. For revenue from product sales, the Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606 “Revenue from Contracts with Customers” Warehouse and logistic services revenue primarily comprises of inventory management, order fulfilment and warehousing services. Warehouse & logistics services revenues are recognized at the point in time when the services are rendered to the customer. |
Revenue from Contract with Customer [Policy Text Block] | Deferred Revenue Certain customer arrangements in the Company's business such as gift cards and e-commerce subscription purchases result in deferred revenues when cash payments are received in advance of performance. Gift cards issued by the Company generally have an expiration of five years from date of purchase. The Company records a liability for unredeemed gift cards and advance payments for monthly club memberships, as cash is received, and the liability is reduced when the card is redeemed or product delivered. The following table represents the changes in deferred revenue as reported on the Company’s consolidated balance sheets: Balance as of December 31, 2019 $ 499,776 Cash payments received 200,300 Net sales recognized (341,620 ) Balance as of March 31, 2020 (unaudited) $ 358,456 Balance as of December 31, 2020 $ 2,917,676 Cash payments received 591,886 Net sales recognized (2,376,151 ) Balance as of March 31, 2021 (unaudited) $ 1,133,411 |
Long-Duration Contracts Revenue Recognition, Policy [Policy Text Block] | Disaggregation of Revenue The following table represents a disaggregation of revenue for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 (unaudited) (unaudited) Specialty foodservice $ 6,827,927 $ 9,912,792 E-Commerce 4,979,938 2,878,026 National Brand Management 225,594 250,665 Logistics 147,440 264,437 Total $ 12,180,899 $ 13,305,920 |
Cost of Goods and Service [Policy Text Block] | Cost of goods sold We have included in cost of goods sold all costs which are directly related to the generation of revenue. These costs include primarily the cost of food and raw materials, packing and handling, shipping, and delivery costs. We have also included all payroll costs as cost of goods sold in our leasing and logistics services business. |
Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted Earnings Per Share Basic net earnings per share is based on the weighted average number of shares outstanding during the period, while fully-diluted net earnings per share is based on the weighted average number of shares of common stock and potentially dilutive securities assumed to be outstanding during the period using the treasury stock method. Potentially dilutive securities consist of options and warrants to purchase common stock, and convertible debt. Basic and diluted net loss per share is computed based on the weighted average number of shares of common stock outstanding during the period. The Company uses the treasury stock method to calculate the impact of outstanding stock options and warrants. Stock options and warrants for which the exercise price exceeds the average market price over the period have an anti-dilutive effect on earnings per common share and, accordingly, are excluded from the calculation. Dilutive shares at March 31, 2021: Stock Options The following table summarizes the options outstanding and the related prices for the options to purchase shares of the Company’s common stock issued by the Company at March 31, 2021: Weighted Average Remaining Exercise Number Contractual Price of Options Life (years) $ 0.60 50,000 4.75 $ 0.62 360,000 2.75 $ 0.85 540,000 2.75 $ 1.00 50,000 4.75 $ 1.10 75,000 0.12 $ 1.20 1,050,000 2.60 $ 1.50 125,000 0.75 2,250,000 2.57 The Company charged the amount of $36,080 to operations in connection with stock options during the three months ended March 31, 2021. Restricted Stock Awards At March 31, 2021 there are 300,000 unvested restricted stock awards remaining from grants in a prior year. Those 300,000 restricted stock awards will vest as follows: 125,000 restricted stock awards will vest contingent upon the attainment of a stock price of $2.00 per share for 20 straight trading days, and an additional 175,000 restricted stock awards will vest contingent upon the attainment of a stock price of $3.00 per share for 20 straight trading days. Stock Grants During the three months ended March 31, 2021, the Company incurred obligations to issue the following shares of common stock pursuant to compensation agreements: an aggregate total of 50,070 shares of common stock to board members and an aggregate total of 236,184 shares to Executive Officers. Some of these shares or other shares owned by the Company’s employees are included in a 10b5-1 plan. The Company charged the amount of $121,711 to operations in connection with stock grants during the three months ended March 31, 2021. Dilutive shares at March 31, 2020: Stock Options The following table summarizes the options outstanding and the related prices for the options to purchase shares of the Company’s common stock issued by the Company at March 31, 2020: Weighted Average Remaining Exercise Number Contractual Price of Options Life (years) $ 0.62 360,000 3.75 $ 0.85 540,000 3.75 $ 1.10 75,000 1.12 $ 1.20 950,000 3.68 $ 1.50 125,000 1.75 2,050,000 3.50 The Company charged the amount of $34,120 to operations in connection with stock options during the three months ended March 31, 2020. Restricted Stock Awards At March 31, 2020 there are 300,000 unvested restricted stock awards remaining from grants in a prior year. Those 300,000 restricted stock awards will vest as follows: 125,000 restricted stock awards will vest contingent upon the attainment of a stock price of $2.00 per share for 20 straight trading days, and an additional 175,000 restricted stock awards will vest contingent upon the attainment of a stock price of $3.00 per share for 20 straight trading days. Stock grants During the three months ended March 31, 2020, the Company incurred obligations to issue the following shares of common stock pursuant to compensation agreements: an aggregate total of 24,258 shares of common stock to board members. The Company charged the amount of $12,500 to operations in connection with stock grants during the three months ended March 31, 2020. The Company also issued 43,705 shares with a fair value of $19,421 to employees and service providers, and 498 shares which had previously been accrued to an officer of the Company pursuant to his employment agreement |
New Accounting Pronouncements, Policy [Policy Text Block] | Significant Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), 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. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company adopted this standard effective January 1, 2021; we do not expect the adoption to have a material impact on our consolidated financial statements and related disclosures. 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)”. This ASU reduces the number of accounting models for convertible debt instruments and convertible Preferred Stock. As well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. This standard is effective for us on January 1, 2022, including interim periods within such fiscal year. Adoption is either a modified retrospective method or a fully retrospective method of transition. We are currently assessing the impact the new guidance will have on our consolidated financial statements. Management does not believe that any other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements. |
NATURE OF ACTIVITIES AND SIGN_2
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Deferred Revenue, by Arrangement, Disclosure [Table Text Block] | The following table represents the changes in deferred revenue as reported on the Company’s consolidated balance sheets: Balance as of December 31, 2019 $ 499,776 Cash payments received 200,300 Net sales recognized (341,620 ) Balance as of March 31, 2020 (unaudited) $ 358,456 Balance as of December 31, 2020 $ 2,917,676 Cash payments received 591,886 Net sales recognized (2,376,151 ) Balance as of March 31, 2021 (unaudited) $ 1,133,411 |
Disaggregation of Revenue [Table Text Block] | The following table represents a disaggregation of revenue for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 (unaudited) (unaudited) Specialty foodservice $ 6,827,927 $ 9,912,792 E-Commerce 4,979,938 2,878,026 National Brand Management 225,594 250,665 Logistics 147,440 264,437 Total $ 12,180,899 $ 13,305,920 |
Dilutive Shares [Table Text Block] | The following table summarizes the options outstanding and the related prices for the options to purchase shares of the Company’s common stock issued by the Company at March 31, 2021: Weighted Average Remaining Exercise Number Contractual Price of Options Life (years) $ 0.60 50,000 4.75 $ 0.62 360,000 2.75 $ 0.85 540,000 2.75 $ 1.00 50,000 4.75 $ 1.10 75,000 0.12 $ 1.20 1,050,000 2.60 $ 1.50 125,000 0.75 2,250,000 2.57 Weighted Average Remaining Exercise Number Contractual Price of Options Life (years) $ 0.62 360,000 3.75 $ 0.85 540,000 3.75 $ 1.10 75,000 1.12 $ 1.20 950,000 3.68 $ 1.50 125,000 1.75 2,050,000 3.50 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | At March 31, 2021 and December 31, 2020, accounts receivable consists of: March 31, 2021 December 31, 2020 (unaudited) Accounts receivable from customers $ 2,184,799 $ 2,724,137 Allowance for doubtful accounts (340,467 ) (343,832 ) Accounts receivable, net $ 1,844,332 $ 2,380,305 |
INVENTORY (Tables)
INVENTORY (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventory consists primarily of specialty food products. At March 31, 2021 and December 31, 2020, inventory consisted of the following: March 31, 2021 December 31, 2020 (unaudited) Finished Goods Inventory $ 2,832,164 $ 3,719,786 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | March 31, 2021 December 31, 2020 (unaudited) Land $ 1,256,895 $ 1,256,895 Building 7,191,451 7,191,451 Computer and Office Equipment 582,974 578,362 Warehouse Equipment 373,150 373,150 Furniture and Fixtures 938,471 938,471 Vehicles 109,441 109,441 Total before accumulated depreciation 10,452,382 10,447,770 Less: accumulated depreciation (1,997,533 ) (1,897,369 ) Total $ 8,454,849 $ 8,550,401 |
RIGHT OF USE ASSETS AND LEASE_2
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Schedule of Property Subject to or Available for Operating Lease [Table Text Block] | Right of use assets – operating leases are summarized below: March 31, 2021 December 31, 2020 (unaudited) Office $ 177,276 $ 186,302 Warehouse equipment 20,041 12,695 Office equipment 479 1,812 Vehicles 43,826 45,928 Right of use assets - operating leases, net $ 241,622 $ 246,737 |
Lessee, Operating Lease, Disclosure [Table Text Block] | Operating lease liabilities are summarized below: March 31, 2021 December 31, 2020 (unaudited) Office $ 177,276 $ 186,302 Warehouse equipment 20,041 12,695 Office equipment 479 1,812 Vehicles 43,826 45,928 Lease liability $ 241,622 $ 246,737 Less: current portion (86,284 ) (87,375 ) Lease liability, non-current $ 155,338 $ 159,362 |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Maturity analysis under these lease agreements are as follows: For the period ended March 31, 2022 $ 99,390 For the period ended March 31, 2023 62,824 For the period ended March 31, 2024 58,611 For the period ended March 31, 2025 49,522 Total $ 270,347 Less: Present value discount (28,725 ) Lease liability $ 241,622 |
RIGHT OF USE ASSETS - FINANCI_2
RIGHT OF USE ASSETS - FINANCING LEASES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Schedule of Capital Leased Assets [Table Text Block] | The Company has financing leases for vehicles and warehouse equipment. See note 14. Right of use asset – financing leases are summarized below: March 31, 2021 December 31, 2020 (unaudited) Vehicles 362,358 362,358 Warehouse Equipment 533,531 533,531 Total before accumulated depreciation 895,889 895,889 Less: accumulated depreciation (152,298 ) (119,450 ) Total right of use assets - financing leases, net $ 743,591 $ 776,439 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | The following is the net book value of these assets: March 31, 2021 (unaudited) Accumulated Gross Amortization and Impairment Net Non-Compete Agreement - amortizable $ 505,900 $ (505,900 ) $ - Customer Relationships - amortizable 3,068,034 (3,068,034 ) - Trade Name 1,532,822 - 1,532,822 Internally Developed Technology - amortizable 875,643 (875,643 ) - Goodwill 650,243 (650,243 ) - Website - amortizable 103,250 (5,740 ) 97,510 Total $ 6,735,892 $ (5,105,560 ) $ 1,630,332 December 31, 2020 Accumulated Cost Amortization and Impairment Net Non-Compete Agreement - amortizable $ 505,900 $ (505,900 ) $ - Customer Relationships - amortizable 3,068,034 (3,068,034 ) - Trade Name 1,532,822 - 1,532,822 Internally Developed Technology 875,643 (875,643 ) - Goodwill 650,243 (650,243 ) - Website 103,250 (2,870 ) 100,380 Total $ 6,735,892 $ (5,102,690 ) $ 1,633,202 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accounts payable and accrued liabilities at March 31, 2021 and December 31, 2020 are as follows: March 31, 2021 December 31, 2020 (unaudited) Trade payables and accrued liabilities $ 3,191,566 $ 4,914,050 Accrued payroll and commissions 339,407 184,473 Total $ 3,530,973 $ 5,098,523 |
REVOLVING CREDIT FACILITIES (Ta
REVOLVING CREDIT FACILITIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Line of Credit Facilities [Table Text Block] | March 31, 2021 December 31, 2020 (unaudited) Line of credit facility with Fifth Third Bank in the original amount of $2,000,000 with an interest rate of LIBOR plus 3.25% (the “Fifth Third Bank Line of Credit”). Effective August 1, 2019, this credit facility was extended to August 1, 2021. On March 20, 2020, the Company drew down the amount of $2,000,000. During the three months ended March 31, 2021 and 2020, the Company paid interest in the amount of $17,083 and $3,486, respectively, on the Fifth Third Bank Line of Credit. $ 2,000,000 $ 2,000,000 Total $ 2,000,000 $ 2,000,000 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | March 31, 2021 December 31, 2020 (unaudited) Secured mortgage note payable for the acquisition of land and building in Bonita Springs, Florida in the amount of $546,000. Principal payments of $4,550 plus interest at the rate of Libor plus 3% are due monthly. The balance of the principal amount was originally due February 28, 2018. On March 23, 2018 and effective February 26, 2018, this note was amended and renewed in the amount of $273,000, with monthly payments of principal and interest of $4,550 payable through the maturity date of February 28, 2023. During the three months ended March 31, 2021, the Company made payments of principal and interest on this note in the amounts of $13,650 and $927, respectively; during the three months ended March 31, 2020, the Company made principal and interest payments on this note in the amounts of $13,650 and $2,050, respectively. $ 109,200 $ 122,850 Secured mortgage note payable for the acquisition of land and building in Broadview, Illinois in the amount of $980,000. Principal payments of $8,167 plus interest at the rate of LIBOR plus 2.75% are due monthly through April 2020, the remaining principal balance in the amount of $490,000 was originally due May 29, 2020. Effective May 29, 2020, the note was amended and renewed such that principal payments of $8,303 plus accrued interest were due beginning June 29, 2020 and continuing for sixty months; the entire principal balance and all accrued interest will be due on May 29, 2025. During the three months ended March 31, 2021, the Company made payments of principal and interest on this note in the amounts of $24,500 and $3,212, respectively; during the three months ended March 31, 2020, the Company made principal and interest payments in the amounts of $24,500 and $6,454, respectively. 424,666 449,166 Promissory note dated March 22, 2019 in the original amount of $391,558 (the “Artisan Equipment Loan”) payable to Fifth Third Bank. This loan is secured by the Company’s tangible and intangible personal property and bears interest at the rate of 5.20%. The entire principal balance and all accrued interest is due on the maturity date of March 21, 2024. Monthly payments in the amount of $7,425 including principal and interest commenced in April, 2019. During the year ended December 31, 2019, equipment financed under the Artisan Equipment Loan in the amount of $33,075 was returned for credit. During the three months ended March 31, 2021, the Company made payments of principal and interest on this loan in the amounts of $17,313 and $3,081, respectively; during the three months ended March 31, 2020, the Company made principal and interest payments in the amounts of $16,429 and $3,965, respectively. 225,452 242,765 A note payable in the amount of $20,000. The Note was due in January 2006 and the Company is currently accruing interest on this note at 1.9%. During the three months ended March 31, 2021, the Company accrued interest in the amount of $93 on this note; during the three months ended March 31, 2021 and 2020, the Company accrued interest in the amount of $93 on this note. 20,000 20,000 Vehicle acquisition loan dated December 6, 2018 in the original amount of $51,088, payable in sixty monthly installments of $955 including interest at the rate of 4.61% maturing November 5, 2023. During the three months ended March 31, 2021, the Company made principal and interest payments in the amount of $2,505 and $360, respectively, on this loan; during the three months ended March 31, 2020, the Company made principal and interest payments in the amount of $3,196 and $571, respectively, on this loan. 29,456 32,051 March 31, 2021 December 31, 2020 (unaudited) Secured mortgage facility in the amount of $5,500,000 with Fifth Third Bank for the acquisition of land and building in Mountaintop, Pennsylvania dated November 8, 2019 (the “Fifth Third Mortgage Facility”). The Fifth Third Mortgage Facility is secured by the assets acquired. During the year ended December 31, 2019, the Company drew down $3,600,000 of this facility. During the year ended December 31, 2020, the Company drew down an additional $1,900,000 of this facility. The interest rate is LIBOR plus 2.75% with interest only due through September 30, 2020, thereafter with principal amortized at a 20 years amortization rate and the balance due on the maturity date of September 2, 2025. The Company prepaid loan fees in connection with this loan in the amount of $72,916 which are considered a discount to the loan and are being amortized over the term of the note; $3,088 and $3,123 of this discount was amortized to interest expense during the three months ended March 31, 2021 and 2020, respectively. During the three months ended March 31, 2021 the Company made principal and interest payments in the amount of $49,200 and $38,980, respectively, on this loan; during the three months ended March 31, 2020 the Company made principal and interest payments in the amount of $0 and $27,455, respectively, on this loan. The Company also has in place an interest rate swap agreement (the “Fifth Third Interest Rate Swap”) with Fifth Third bank in connection with the Fifth Third Mortgage Facility. Pursuant to the Fifth Third Interest Rate Swap, the Company pays an additional base rate of 0.59% reduced by the difference between an initial LIBOR rate of 0.1513% and the month-end LIBOR rate. During the three months ended March 31, 2021 and 2020, the Company paid additional interest in the amount of $6,094 and $0, respectively, pursuant to the Fifth Third Interest Rate Swap. 5,385,200 5,434,400 Loan payable to Fifth Third Bank dated April 21, 2020 pursuant to the Paycheck Protection Program (the “IVFH PPP Loan”) established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) in the principal amount of $1,650,221. The term of the IVFH PPP Loan is two years, and the annual interest rate is 1%. Under the terms of the CARES Act, PPP Loan recipients can apply for, and be granted forgiveness for, all or a portion of loans granted under the Paycheck Protection Program. No assurance is provided that the Company will obtain forgiveness of the IVFH PPP Loan in whole or in part. During the three months ended March 31, 2021, the Company accrued interest in the amount of $4,069 on the IVFH PPP Loan. 1,650,221 1,650,221 Four loans payable to Fifth Third Bank dated from February 12, 2021 to March 24, 2021 were received by subsidiaries of the Company pursuant to the Paycheck Protection Program (the “Subsidiary PPP Loans”) established under the CARES Act in the aggregate principal amount of $1,669,929. Each of the Subsidiary PPP Loans are due five years from inception and the annual interest rate is 1%. Under the terms of the CARES Act, PPP Loan recipients can apply for, and be granted forgiveness for, all or a portion of loans granted under the Paycheck Protection Program. No assurance is provided that the Company will obtain forgiveness of the Subsidiary PPP Loans in whole or in part. During the three months ended March 31, 2021, the Company accrued interest in the amount of $1,502 on the Subsidiary PPP Loans. 1,669,929 - Total 9,514,214 7,951,453 Discount (55,449 ) (58,537 ) Net of discount $ 9,458,765 $ 7,892,916 Current portion $ 1,997,470 $ 1,800,108 Long-term maturities 7,516,744 6,151,345 Total $ 9,514,214 $ 7,951,453 |
Schedule of Maturities of Long-term Debt [Table Text Block] | Aggregate maturities of long-term notes payable as of March 31, 2021 are as follows: 2022 $ 1,997,470 2023 836,438 2024 840,067 2025 759,344 2026 5,080,895 Total $ 9,514,214 |
LEASE LIABILITIES - FINANCING_2
LEASE LIABILITIES - FINANCING LEASES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Lease, Cost [Table Text Block] | March 31, 2021 December 31, 2020 Financing lease obligation under a lease agreement for warehouse furniture and equipment truck dated October 14, 2020 in the original amount of $514,173 payable in sixty monthly installments of $9,942 including interest at the rate of 6.01%. During the three months ended March 31, 2021, the Company made principal and interest payments on this lease obligation in the amount of $22,552 and $7,274, respectively. $ 469,405 $ 491,957 Financing lease obligation under a lease agreement for a truck dated March 31, 2020 in the original amount of $152,548 payable in eighty-four monthly installments of $2,188 including interest at the rate of 5.44%. During the three months ended March 31, 2021, the Company made principal and interest payments on this lease obligation in the amounts of $4,716 and $1,847, respectively. During the three months ended March 31, 2020, the Company made principal and interest payments on this lease obligation in the amounts of $1,496 and $692, respectively. 132,562 137,278 Financing lease obligation under a lease agreement for a truck dated November 5, 2018 in the original amount of $128,587 payable in seventy monthly installments of $2,326 including interest at the rate of 8.33%. During the three months ended March 31, 2021, the Company made principal and interest payments on this lease obligation in the amounts of $5,182 and $1,795, respectively. During the three months ended March 31, 2020, the Company made principal and interest payments on this lease obligation in the amounts of $4,769 and $2,208, respectively. 82,732 87,914 Financing lease obligation under a lease agreement for a truck dated August 23, 2019 in the original amount of $80,413 payable in eighty-four monthly installments of $1,148 including interest at the rate of 5.0%. During the three months ended March 31, 2021, the Company made principal and interest payments on this lease obligation in the amounts of $2,618 and $826, respectively. During the three months ended March 31, 2020, the Company made principal and interest payments on this lease obligation in the amounts of $2,489 and $953, respectively. 64,374 66,992 Total $ 749,073 $ 784,141 Current portion $ 145,820 $ 146,004 Long-term maturities 603,253 638,137 Total $ 749,073 $ 784,141 |
Finance Lease, Liability, Fiscal Year Maturity [Table Text Block] | Aggregate maturities of lease liabilities – financing leases as of March 31, 2021 are as follows: 2022 $ 145,820 2023 143,253 2024 164,417 2025 156,490 2026 109,912 Thereafter 29,181 Total $ 749,073 |
EQUITY (Tables)
EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Table Text Block] | The following table summarizes the options outstanding at March 31, 2021 and the related prices for the options to purchase shares of the Company’s common stock issued by the Company: Weighted Weighted Weighted average average average exercise exercise Range of Number of Remaining price of Number of price of exercise options contractual outstanding options exercisable Prices Outstanding life (years) Options Exercisable Options $ 0.60 50,000 4.75 $ 0.60 6,250 $ 0.60 $ 0.62 360,000 2.75 $ 0.62 270,000 $ 0.62 $ 0.85 540,000 2.75 $ 0.85 405,000 $ 0.85 $ 1.00 50,000 4.75 $ 1.00 6,250 $ 1.00 $ 1.10 75,000 0.12 $ 1.10 75,000 $ 1.10 $ 1.20 1,050,000 2.60 $ 1.20 825,000 $ 1.20 $ 1.50 125,000 0.75 $ 1.50 125,000 $ 1.50 2,250,000 2.57 $ 1.02 1,712,500 $ 1.04 |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | Transactions involving stock options are summarized as follows: Number of Shares Weighted Average Exercise Price Options outstanding at December 31, 2020 2,250,000 $ 1.02 Granted - $ - Exercised - $ - Cancelled / Expired - $ - Options outstanding at March 31, 2021 (unaudited) 2,250,000 $ 1.02 Options exercisable at March 31, 2021 (unaudited) 1,712,500 $ 1.04 |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | The Company valued warrants and stock options granted during the three months ended March 31, 2021 and 2020 using the Black-Scholes valuation model utilizing the following variables: March 31, March 31, 2021 2020 Volatility - % 59.4 % Dividends - - Risk-free interest rates - % 2.49 % Term (years) - 5.00 |
NATURE OF ACTIVITIES AND SIGN_3
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Cash, Uninsured Amount (in Dollars) | $ 1,423,212 | $ 3,385,113 | |
Share-based Payment Arrangement, Noncash Expense (in Dollars) | $ 34,120 | ||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture | 24,258 | ||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ 2,286 | ||
Employees and Service Providers [Member] | |||
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ 19,421 | ||
Credit Concentration Risk [Member] | Customer Concentration Risk [Member] | |||
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Concentration Risk, Percentage | 46.00% | 22.00% | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | |||
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Concentration Risk, Percentage | 42.00% | 55.00% | |
Director of Strategic Acquisitions [Member] | |||
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture | 50,070 | ||
Officer [Member] | |||
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Payment Arrangement, Noncash Expense (in Dollars) | $ 121,711 | ||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture | 236,184 | 498 | |
Chief Executive Officer [Member] | |||
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Payment Arrangement, Noncash Expense (in Dollars) | $ 12,500 | ||
Share-based Payment Arrangement, Option [Member] | |||
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Payment Arrangement, Noncash Expense (in Dollars) | $ 36,080 | ||
Restricted Stock [Member] | |||
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 300,000 | 300,000 | |
Restricted Stock [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 125,000 | 125,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vest contingent upon the attainment of a stock price of $2.00 per share for 20 straight trading days | ||
Restricted Stock [Member] | Share-based Payment Arrangement, Tranche Two [Member] | |||
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 175,000 | 175,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vest contingent upon the attainment of a stock price of $3.00 per share for 20 straight trading days |
NATURE OF ACTIVITIES AND SIGN_4
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Deferred Revenue, by Arrangement, Disclosure - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Deferred Revenue, by Arrangement, Disclosure [Abstract] | ||
Balance | $ 2,917,676 | $ 499,776 |
Cash payments received | 591,886 | 200,300 |
Net sales recognized | (2,376,151) | (341,620) |
Balance | $ 1,133,411 | $ 358,456 |
NATURE OF ACTIVITIES AND SIGN_5
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Disaggregation of Revenue - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 12,180,899 | $ 13,305,920 |
Specialty Food Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 6,827,927 | 9,912,792 |
Ecommerce [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 4,979,938 | 2,878,026 |
National Brand Management [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 225,594 | 250,665 |
Logistics [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 147,440 | $ 264,437 |
NATURE OF ACTIVITIES AND SIGN_6
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Number of Options | 2,250,000 | 2,050,000 |
Weighted Average Remaining Contractual Life | 2 years 208 days | 3 years 6 months |
Options at $0.60 [Member] | ||
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 0.60 | |
Number of Options | 50,000 | |
Weighted Average Remaining Contractual Life | 4 years 9 months | |
Options at $0.62 [Member] | ||
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 0.62 | $ 0.62 |
Number of Options | 360,000 | 360,000 |
Weighted Average Remaining Contractual Life | 2 years 9 months | 3 years 9 months |
Options at $0.85 [Member] | ||
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 0.85 | $ 0.85 |
Number of Options | 540,000 | 540,000 |
Weighted Average Remaining Contractual Life | 2 years 9 months | 3 years 9 months |
Options at $0.95 [Member] | ||
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 1 | |
Number of Options | 50,000 | |
Weighted Average Remaining Contractual Life | 4 years 9 months | |
Options at $1.10 [Member] | ||
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 1.10 | $ 1.10 |
Number of Options | 75,000 | 75,000 |
Weighted Average Remaining Contractual Life | 43 days | 1 year 43 days |
Options at $1.20 [Member] | ||
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 1.20 | $ 1.20 |
Number of Options | 1,050,000 | 950,000 |
Weighted Average Remaining Contractual Life | 2 years 219 days | 3 years 248 days |
Options at $1.50 [Member] | ||
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 1.50 | $ 1.50 |
Number of Options | 125,000 | 125,000 |
Weighted Average Remaining Contractual Life | 9 months | 1 year 9 months |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Receivables [Abstract] | ||
Accounts Receivable, Allowance for Credit Loss, Writeoff | $ 2,721 | $ 223,335 |
ACCOUNTS RECEIVABLE (Details) -
ACCOUNTS RECEIVABLE (Details) - Schedule of accounts receivable - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Schedule of accounts receivable [Abstract] | ||
Accounts receivable from customers | $ 2,184,799 | $ 2,724,137 |
Allowance for doubtful accounts | (340,467) | (343,832) |
Accounts receivable, net | $ 1,844,332 | $ 2,380,305 |
INVENTORY (Details) - Schedule
INVENTORY (Details) - Schedule of Inventory - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Schedule of Inventory [Abstract] | ||
Finished Goods Inventory | $ 2,832,164 | $ 3,719,786 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) | Oct. 05, 2020USD ($) | Nov. 08, 2019USD ($)aft² | May 14, 2015USD ($)aft² | Feb. 26, 2013USD ($)aft² | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
PROPERTY AND EQUIPMENT (Details) [Line Items] | ||||||||
Area of Land (in Acres) | a | 15 | |||||||
Area of Real Estate Property (in Square Feet) | ft² | 200,000 | |||||||
Property, Plant and Equipment, Additions | $ 2,231,458 | $ 4,500,000 | ||||||
Payments to Acquire Property, Plant, and Equipment | $ 4,612 | $ 285,599 | ||||||
Proceeds from Lines of Credit | 0 | 2,000,000 | ||||||
Debt Instrument, Face Amount | $ 5,500,000 | |||||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | |||||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate | $ 3,600,000 | |||||||
Property, Plant and Equipment, Useful Life | 20 years | |||||||
Depreciation | $ 100,164 | $ 114,533 | ||||||
Fifth Third Mortgage Facility [Member] | ||||||||
PROPERTY AND EQUIPMENT (Details) [Line Items] | ||||||||
Proceeds from Lines of Credit | $ 1,900,000 | |||||||
Land and Building [Member] | ||||||||
PROPERTY AND EQUIPMENT (Details) [Line Items] | ||||||||
Area of Land (in Acres) | a | 1.33 | 1.1 | ||||||
Area of Real Estate Property (in Square Feet) | ft² | 28,711 | 10,000 | ||||||
Property, Plant and Equipment, Additions | $ 80,000 | $ 792,758 | ||||||
Payments to Acquire Property, Plant, and Equipment | 914,350 | |||||||
Proceeds from Lines of Credit | 900,000 | |||||||
Debt Instrument, Face Amount | 980,000 | |||||||
Repayments of Lines of Credit | $ 900,000 | |||||||
London Interbank Offered Rate (LIBOR) [Member] | Land and Building [Member] | ||||||||
PROPERTY AND EQUIPMENT (Details) [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.00% |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details) - Schedule of property, plant and equipment - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 10,452,382 | $ 10,447,770 |
Less: accumulated depreciation | (1,997,533) | (1,897,369) |
Total | 8,454,849 | 8,550,401 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 1,256,895 | 1,256,895 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 7,191,451 | 7,191,451 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 582,974 | 578,362 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 373,150 | 373,150 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 938,471 | 938,471 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 109,441 | $ 109,441 |
RIGHT OF USE ASSETS AND LEASE_3
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES (Details) [Line Items] | ||
Operating Lease, Expense | $ 26,855 | $ 53,628 |
Amortization of Leased Asset | $ 22,929 | $ 49,949 |
Minimum [Member] | ||
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES (Details) [Line Items] | ||
Lessee, Operating Lease, Term of Contract | 1 year | |
Maximum [Member] | ||
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES (Details) [Line Items] | ||
Lessee, Operating Lease, Term of Contract | 3 years |
RIGHT OF USE ASSETS AND LEASE_4
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES (Details) - Schedule of Property Subject to or Available for Operating Lease - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES (Details) - Schedule of Property Subject to or Available for Operating Lease [Line Items] | ||
Right to use assets, net | $ 241,622 | $ 246,737 |
Land and Building [Member] | ||
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES (Details) - Schedule of Property Subject to or Available for Operating Lease [Line Items] | ||
Right to use assets, net | 177,276 | 186,302 |
Equipment [Member] | ||
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES (Details) - Schedule of Property Subject to or Available for Operating Lease [Line Items] | ||
Right to use assets, net | 20,041 | 12,695 |
Office Equipment [Member] | ||
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES (Details) - Schedule of Property Subject to or Available for Operating Lease [Line Items] | ||
Right to use assets, net | 479 | 1,812 |
Vehicles [Member] | ||
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES (Details) - Schedule of Property Subject to or Available for Operating Lease [Line Items] | ||
Right to use assets, net | $ 43,826 | $ 45,928 |
RIGHT OF USE ASSETS AND LEASE_5
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES (Details) - Lessee, Operating Lease, Disclosure - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES (Details) - Lessee, Operating Lease, Disclosure [Line Items] | ||
Lease liability | $ 241,622 | $ 246,737 |
Less: current portion | (86,284) | (87,375) |
Lease liability, non-current | 155,338 | 159,362 |
Land and Building [Member] | ||
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES (Details) - Lessee, Operating Lease, Disclosure [Line Items] | ||
Lease liability | 177,276 | 186,302 |
Equipment [Member] | ||
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES (Details) - Lessee, Operating Lease, Disclosure [Line Items] | ||
Lease liability | 20,041 | 12,695 |
Office Equipment [Member] | ||
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES (Details) - Lessee, Operating Lease, Disclosure [Line Items] | ||
Lease liability | 479 | 1,812 |
Vehicles [Member] | ||
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES (Details) - Lessee, Operating Lease, Disclosure [Line Items] | ||
Lease liability | $ 43,826 | $ 45,928 |
RIGHT OF USE ASSETS AND LEASE_6
RIGHT OF USE ASSETS AND LEASE LIABILITIES - OPERATING LEASES (Details) - Lessee, Operating Lease, Liability, Maturity - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Lessee, Operating Lease, Liability, Maturity [Abstract] | ||
For the period ended March 31, 2022 | $ 99,390 | |
For the period ended March 31, 2023 | 62,824 | |
For the period ended March 31, 2024 | 58,611 | |
For the period ended March 31, 2025 | 49,522 | |
Total | 270,347 | |
Less: Present value discount | (28,725) | |
Lease liability | $ 241,622 | $ 246,737 |
RIGHT OF USE ASSETS - FINANCI_3
RIGHT OF USE ASSETS - FINANCING LEASES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disclosure Text Block [Abstract] | ||
Other Depreciation and Amortization | $ 32,820 | $ 0 |
RIGHT OF USE ASSETS - FINANCI_4
RIGHT OF USE ASSETS - FINANCING LEASES (Details) - Schedule of Capital Leased Assets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
RIGHT OF USE ASSETS - FINANCING LEASES (Details) - Schedule of Capital Leased Assets [Line Items] | ||
Leased Assets, Gross | $ 895,889 | $ 895,889 |
Less: accumulated depreciation | (152,298) | (119,450) |
Total | 743,591 | 776,439 |
Vehicles [Member] | ||
RIGHT OF USE ASSETS - FINANCING LEASES (Details) - Schedule of Capital Leased Assets [Line Items] | ||
Leased Assets, Gross | 362,358 | 362,358 |
Equipment [Member] | ||
RIGHT OF USE ASSETS - FINANCING LEASES (Details) - Schedule of Capital Leased Assets [Line Items] | ||
Leased Assets, Gross | $ 533,531 | $ 533,531 |
INVESTMENTS (Details)
INVESTMENTS (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Investment Holdings [Abstract] | |||
Equity Method Investment, Additional Information | the Company has investments in seven food related companies | ||
Long-term Investments | $ 286,725 | $ 496,575 | |
Transfer to Investments | $ 15,000 | $ 209,850 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
INTANGIBLE ASSETS (Details) [Line Items] | |||
Goodwill and Intangible Asset Impairment | $ 0 | $ 1,698,952 | |
Goodwill | 0 | ||
Intangible Assets, Net (Including Goodwill) | 1,630,332 | $ 1,633,202 | |
Amortization of Intangible Assets | 2,870 | 210,032 | |
Customer Relationships [Member] | |||
INTANGIBLE ASSETS (Details) [Line Items] | |||
Intangible Assets, Net (Including Goodwill) | $ 0 | 0 | |
Customer Relationships [Member] | Minimum [Member] | |||
INTANGIBLE ASSETS (Details) [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 9 months | ||
Customer Relationships [Member] | Maximum [Member] | |||
INTANGIBLE ASSETS (Details) [Line Items] | |||
Goodwill and Intangible Asset Impairment | $ 1,698,952 | ||
Goodwill [Member] | |||
INTANGIBLE ASSETS (Details) [Line Items] | |||
Goodwill and Intangible Asset Impairment | $ 650,243 |
INTANGIBLE ASSETS (Details) - S
INTANGIBLE ASSETS (Details) - Schedule of intangible assets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ||
Intangible asset, gross | $ 6,735,892 | $ 6,735,892 |
Intangible asset, Accumulated Amortization | (5,105,560) | (5,102,690) |
Intangible asset, Net | 1,630,332 | 1,633,202 |
Noncompete Agreements [Member] | ||
INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ||
Intangible asset, gross | 505,900 | 505,900 |
Intangible asset, Accumulated Amortization | (505,900) | (505,900) |
Intangible asset, Net | 0 | 0 |
Customer Relationships [Member] | ||
INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ||
Intangible asset, gross | 3,068,034 | 3,068,034 |
Intangible asset, Accumulated Amortization | (3,068,034) | (3,068,034) |
Intangible asset, Net | 0 | 0 |
Trade Names [Member] | ||
INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ||
Intangible asset, gross | 1,532,822 | 1,532,822 |
Intangible asset, Accumulated Amortization | 0 | 0 |
Intangible asset, Net | 1,532,822 | 1,532,822 |
Developed Technology Rights [Member] | ||
INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ||
Intangible asset, gross | 875,643 | 875,643 |
Intangible asset, Accumulated Amortization | (875,643) | (875,643) |
Intangible asset, Net | 0 | 0 |
Goodwill [Member] | ||
INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ||
Intangible asset, gross | 650,243 | 650,243 |
Intangible asset, Accumulated Amortization | (650,243) | (650,243) |
Intangible asset, Net | ||
Website [Member] | ||
INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ||
Intangible asset, gross | 103,250 | 103,250 |
Intangible asset, Accumulated Amortization | (5,740) | (2,870) |
Intangible asset, Net | $ 97,510 | $ 100,380 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - Schedule of accounts payable and accrued liabilities - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Schedule of accounts payable and accrued liabilities [Abstract] | ||
Trade payables and accrued liabilities | $ 3,191,566 | $ 4,914,050 |
Accrued payroll and commissions | 339,407 | 184,473 |
Total | $ 3,530,973 | $ 5,098,523 |
ACCRUED INTEREST (Details)
ACCRUED INTEREST (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
ACCRUED INTEREST (Details) [Line Items] | ||
Interest Payable, Current | $ 17,438 | $ 28,873 |
Interest Payable | 17,099 | 0 |
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | $ 83,275 | 59,373 |
Accrued interest [Member] | ||
ACCRUED INTEREST (Details) [Line Items] | ||
Interest Payable | $ 28,873 |
REVOLVING CREDIT FACILITIES (De
REVOLVING CREDIT FACILITIES (Details) - Schedule of Line of Credit Facilities - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Line of Credit Facility [Line Items] | |||
Line of credit | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 |
Line of Credit [Member] | Fifth Third Bank Credit Facility #2 [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of credit | $ 2,000,000 | $ 2,000,000 |
REVOLVING CREDIT FACILITIES (_2
REVOLVING CREDIT FACILITIES (Details) - Schedule of Line of Credit Facilities (Parentheticals) - Line of Credit [Member] - Fifth Third Bank Credit Facility #2 [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2019 | |
Line of Credit Facility [Line Items] | ||
Credit Facility | $ 2,000,000 | $ 2,000,000 |
Due Date | Aug. 1, 2021 | Aug. 1, 2021 |
Interest | 3.25% | 3.25% |
Interest expense | $ 17,083 | |
Three Months Ended March 31, 2020 [Member] | ||
Line of Credit Facility [Line Items] | ||
Interest expense | $ 3,486 |
NOTES PAYABLE (Details) - Sched
NOTES PAYABLE (Details) - Schedule of debt - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
NOTES PAYABLE (Details) - Schedule of debt [Line Items] | |||
Secured mortgage | $ 3,600,000 | ||
Total | $ 9,514,214 | $ 7,951,453 | |
Discount | (55,449) | (58,537) | |
Net | 9,458,765 | 7,892,916 | |
Current maturities, net of discount | 1,997,470 | 1,800,108 | |
Long-term portion, net of discount | 7,516,744 | 6,151,345 | |
Total | 9,514,214 | 7,951,453 | |
Loans Payable [Member] | |||
NOTES PAYABLE (Details) - Schedule of debt [Line Items] | |||
Notes Payable | 29,456 | 32,051 | |
Artisan Equipment Loan [Member] | Notes Payable to Banks [Member] | |||
NOTES PAYABLE (Details) - Schedule of debt [Line Items] | |||
Notes Payable | 225,452 | 242,765 | |
IVFH PPP Loan [Member] | |||
NOTES PAYABLE (Details) - Schedule of debt [Line Items] | |||
Notes Payable | 1,650,221 | 1,650,221 | |
Subsidiary PPP Loans [Member] | |||
NOTES PAYABLE (Details) - Schedule of debt [Line Items] | |||
Notes Payable | 1,669,929 | 0 | |
Convertible Debt [Member] | |||
NOTES PAYABLE (Details) - Schedule of debt [Line Items] | |||
Convertible debt | 20,000 | 20,000 | |
Bonita Springs, FL [Member] | Mortgages [Member] | |||
NOTES PAYABLE (Details) - Schedule of debt [Line Items] | |||
Secured mortgage | 109,200 | 122,850 | |
Broadview, IL [Member] | Mortgages [Member] | |||
NOTES PAYABLE (Details) - Schedule of debt [Line Items] | |||
Secured mortgage | 424,666 | 449,166 | |
Wright, Pennslyvania [Member] | Mortgages [Member] | |||
NOTES PAYABLE (Details) - Schedule of debt [Line Items] | |||
Secured mortgage | $ 5,385,200 | $ 5,434,400 |
NOTES PAYABLE (Details) - Sch_2
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) - USD ($) | Nov. 08, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Amount | $ 5,500,000 | |||
Interest- variable rate | 2.75% | |||
Payments | $ 107,168 | $ 57,775 | ||
Interest Rate | 5.44% | |||
$ 3,088 | $ 3,123 | |||
Loans Payable [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Amount | $ 51,088 | |||
Due | December 6, 2018 | |||
Interest Rate | 4.61% | |||
Monthly Installments | $ 955 | |||
Principal [Member] | Loans Payable [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Payments | 2,505 | |||
Principal [Member] | Loans Payable [Member] | Three Months Ended March 31, 2020 [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Payments | 3,196 | |||
Accrued interest [Member] | Loans Payable [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Payments | 360 | |||
Accrued interest [Member] | Loans Payable [Member] | Three Months Ended March 31, 2020 [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Payments | 571 | |||
Artisan Equipment Loan [Member] | Notes Payable to Banks [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Amount | $ 391,558 | |||
Due | March 21, 2024 | |||
Dated | Mar. 22, 2019 | |||
Interest Rate | 5.20% | |||
Secured by | the Company's tangible and intangible personal property | |||
Artisan Equipment Loan [Member] | Accrued interest [Member] | Notes Payable to Banks [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Payments | $ 7,425 | |||
Payments | 3,081 | |||
Artisan Equipment Loan [Member] | Accrued interest [Member] | Notes Payable to Banks [Member] | Three Months Ended March 31, 2020 [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Payments | 3,965 | |||
Artisan Equipment Loan [Member] | Principal [Member] | Notes Payable to Banks [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Payments | 17,313 | |||
Artisan Equipment Loan [Member] | Principal [Member] | Notes Payable to Banks [Member] | Three Months Ended March 31, 2020 [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Payments | 16,429 | |||
IVFH PPP Loan [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Amount | $ 1,650,221 | |||
Dated | Apr. 21, 2020 | |||
Interest | $ 4,069 | |||
Subsidiary PPP Loans [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Amount | $ 1,669,929 | |||
Dated | Mar. 24, 2021 | |||
Interest Rate | 1.00% | |||
Interest | $ 1,502 | |||
Bonita Springs, FL [Member] | Mortgages [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Amount | 546,000 | $ 546,000 | ||
Payments | $ 4,550 | $ 4,550 | ||
Due | February 28, 2018 | February 28, 2018 | ||
Bonita Springs, FL [Member] | Principal [Member] | Mortgages [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Payments | $ 13,650 | |||
Bonita Springs, FL [Member] | Principal [Member] | Mortgages [Member] | Three Months Ended March 31, 2020 [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Payments | 13,650 | |||
Bonita Springs, FL [Member] | Accrued interest [Member] | Mortgages [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Payments | 927 | |||
Bonita Springs, FL [Member] | Accrued interest [Member] | Mortgages [Member] | Three Months Ended March 31, 2020 [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Payments | 2,050 | |||
Broadview, IL [Member] | Mortgages [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Amount | 980,000 | $ 980,000 | ||
Payments | $ 8,167 | $ 8,167 | ||
Due | May 29, 2020 | May 29, 2020 | ||
Principal Balance | $ 490,000 | $ 490,000 | ||
Broadview, IL [Member] | Principal [Member] | Mortgages [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Payments | 24,500 | |||
Broadview, IL [Member] | Principal [Member] | Mortgages [Member] | Three Months Ended March 31, 2020 [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Payments | 24,500 | |||
Broadview, IL [Member] | Accrued interest [Member] | Mortgages [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Payments | 3,212 | |||
Broadview, IL [Member] | Accrued interest [Member] | Mortgages [Member] | Three Months Ended March 31, 2020 [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Payments | 6,454 | |||
Wright, Pennslyvania [Member] | Mortgages [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Amount | $ 5,500,000 | |||
Dated | Nov. 8, 2019 | |||
Debt issuance fee | $ 72,916 | |||
3,088 | ||||
Wright, Pennslyvania [Member] | Mortgages [Member] | Three Months Ended March 31, 2020 [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
3,123 | ||||
Wright, Pennslyvania [Member] | Principal [Member] | Mortgages [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Payments | 0 | |||
Wright, Pennslyvania [Member] | Principal [Member] | Mortgages [Member] | Three Months Ended September 30, 2020 [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Payments | 38,980 | |||
Wright, Pennslyvania [Member] | Accrued interest [Member] | Mortgages [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Payments | 49,200 | |||
Wright, Pennslyvania [Member] | Accrued interest [Member] | Mortgages [Member] | Three Months Ended March 31, 2020 [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Payments | $ 27,455 | |||
London Interbank Offered Rate (LIBOR) [Member] | Bonita Springs, FL [Member] | Mortgages [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Interest- variable rate | 3.00% | 3.00% | ||
London Interbank Offered Rate (LIBOR) [Member] | Broadview, IL [Member] | Mortgages [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Interest- variable rate | 2.75% | 2.75% | ||
London Interbank Offered Rate (LIBOR) [Member] | Wright, Pennslyvania [Member] | Mortgages [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Interest- variable rate | 2.75% | |||
Convertible Debt [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Amount | $ 20,000 | |||
Interest Rate | 1.90% | 1.90% | ||
Convertible Debt [Member] | Accrued interest [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Interest | $ 93 | |||
Convertible Debt [Member] | Accrued interest [Member] | Three Months Ended September 30, 2020 [Member] | ||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | ||||
Interest | $ 93 | $ 93 |
NOTES PAYABLE (Details) - Sch_3
NOTES PAYABLE (Details) - Schedule of Maturities of Long-term Debt - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Schedule of Maturities of Long-term Debt [Abstract] | ||
2022 | $ 1,997,470 | |
2023 | 836,438 | |
2024 | 840,067 | |
2025 | 759,344 | |
2026 | 5,080,895 | |
Total | $ 9,514,214 | $ 7,951,453 |
LEASE LIABILITIES - FINANCING_3
LEASE LIABILITIES - FINANCING LEASES (Details) - Lease, Cost - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
LEASE LIABILITIES - FINANCING LEASES (Details) - Lease, Cost [Line Items] | ||
Financing lease obligations | $ 749,073 | $ 784,141 |
Current portion | 145,820 | 146,004 |
Long-term maturities | 603,253 | 638,137 |
Finance Lease #4 [Member] | ||
LEASE LIABILITIES - FINANCING LEASES (Details) - Lease, Cost [Line Items] | ||
Financing lease obligations | 469,405 | 491,957 |
Finance Lease #3 [Member] | ||
LEASE LIABILITIES - FINANCING LEASES (Details) - Lease, Cost [Line Items] | ||
Financing lease obligations | 132,562 | 137,278 |
Finance Lease #1 [Member] | ||
LEASE LIABILITIES - FINANCING LEASES (Details) - Lease, Cost [Line Items] | ||
Financing lease obligations | 82,732 | 87,914 |
Finance Lease #2 [Member] | ||
LEASE LIABILITIES - FINANCING LEASES (Details) - Lease, Cost [Line Items] | ||
Financing lease obligations | $ 64,374 | $ 66,992 |
LEASE LIABILITIES - FINANCING_4
LEASE LIABILITIES - FINANCING LEASES (Details) - Lease, Cost (Parentheticals) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
LEASE LIABILITIES - FINANCING LEASES (Details) - Lease, Cost (Parentheticals) [Line Items] | ||
Interest Rate | 5.44% | |
Finance Lease #4 [Member] | ||
LEASE LIABILITIES - FINANCING LEASES (Details) - Lease, Cost (Parentheticals) [Line Items] | ||
Interest Rate | 6.01% | 6.01% |
Principal payments | $ 22,552 | |
Interest Payments | $ 7,274 | |
Payable | sixty monthly installments of $9,942 | sixty monthly installments of $9,942 |
Finance Lease #3 [Member] | ||
LEASE LIABILITIES - FINANCING LEASES (Details) - Lease, Cost (Parentheticals) [Line Items] | ||
Principal payments | $ 4,716 | |
Interest Payments | $ 1,847 | |
Payable | eighty-four monthly installments of $2,188 | |
Finance Lease #3 [Member] | Three Months Ended March 31, 2020 [Member] | ||
LEASE LIABILITIES - FINANCING LEASES (Details) - Lease, Cost (Parentheticals) [Line Items] | ||
Principal payments | $ 1,496 | |
Interest Payments | $ 692 | |
Finance Lease #1 [Member] | ||
LEASE LIABILITIES - FINANCING LEASES (Details) - Lease, Cost (Parentheticals) [Line Items] | ||
Interest Rate | 8.33% | 8.33% |
Principal payments | $ 5,182 | |
Interest Payments | $ 1,795 | |
Payable | seventy monthly installments of $2,326 | seventy monthly installments of $2,326 |
Finance Lease #1 [Member] | Three Months Ended March 31, 2020 [Member] | ||
LEASE LIABILITIES - FINANCING LEASES (Details) - Lease, Cost (Parentheticals) [Line Items] | ||
Principal payments | $ 4,769 | |
Interest Payments | $ 2,208 | |
Finance Lease #2 [Member] | ||
LEASE LIABILITIES - FINANCING LEASES (Details) - Lease, Cost (Parentheticals) [Line Items] | ||
Interest Rate | 5.00% | 5.00% |
Principal payments | $ 2,618 | |
Interest Payments | $ 826 | |
Payable | eighty-four monthly installments of $1,148 | eighty-four monthly installments of $1,148 |
Finance Lease #2 [Member] | Three Months Ended March 31, 2020 [Member] | ||
LEASE LIABILITIES - FINANCING LEASES (Details) - Lease, Cost (Parentheticals) [Line Items] | ||
Principal payments | $ 2,489 | |
Interest Payments | $ 953 |
LEASE LIABILITIES - FINANCING_5
LEASE LIABILITIES - FINANCING LEASES (Details) - Finance Lease, Liability, Maturity | Mar. 31, 2021USD ($) |
Finance Lease, Liability, Maturity [Abstract] | |
2022 | $ 145,820 |
2023 | 143,253 |
2024 | 164,417 |
2025 | 156,490 |
2026 | 109,912 |
Thereafter | 29,181 |
Total | $ 749,073 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 12,500 | |
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | 24,258 | |
Share-based Payment Arrangement, Noncash Expense | $ 34,120 | |
Independent Director [Member] | ||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 22,500 | |
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | 50,070 | |
Share-based Payment Arrangement, Noncash Expense | $ 36,080 | |
Officer [Member] | ||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 99,211 | |
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | 236,184 | |
Share-based Payment Arrangement, Noncash Expense | $ 121,711 |
COMMITMENTS AND CONTINGENT LI_2
COMMITMENTS AND CONTINGENT LIABILITIES (Details) - USD ($) | Sep. 16, 2019 | Jan. 23, 2018 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
COMMITMENTS AND CONTINGENT LIABILITIES (Details) [Line Items] | ||||||
Business Combination, Contingent Consideration, Liability, Current | $ 187,000 | $ 187,000 | ||||
Business Combination, Contingent Consideration, Liability, Noncurrent | $ 108,600 | 116,600 | ||||
Loss Contingency, Damages Sought, Value | $ 50,000,000 | |||||
Licensing Agreements [Member] | ||||||
COMMITMENTS AND CONTINGENT LIABILITIES (Details) [Line Items] | ||||||
Payments to Acquire Intangible Assets | $ 50,000 | |||||
Royalty Rate | 5.00% | |||||
Other Commitment, to be Paid, Remainder of Fiscal Year | $ 100,000 | |||||
Other Commitment, to be Paid, Year Two | 110,000 | |||||
Other Commitment, to be Paid, Year Three | 125,000 | |||||
IGourmet, LLC [Member] | ||||||
COMMITMENTS AND CONTINGENT LIABILITIES (Details) [Line Items] | ||||||
Business Combination, Contingent Consideration, Liability | $ 787,800 | |||||
Business Combination, Assets and Liabilities Arising from Contingencies, Description | This amount relates to certain performance based payments over the twenty-four months following the acquisition date as well as to certain additional liabilities that the Company has evaluated and has recorded on a contingent basis | |||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 39,000 | $ (392,900) | ||||
Other Nonoperating Gains (Losses) | 132,300 | |||||
Payment for Contingent Consideration Liability, Financing Activities | 8,000 | $ 40,000 | ||||
Business Combination, Contingent Consideration, Liability, Current | 67,000 | |||||
Business Combination, Contingent Consideration, Liability, Noncurrent | 108,600 | |||||
Mouth Foods [Member] | ||||||
COMMITMENTS AND CONTINGENT LIABILITIES (Details) [Line Items] | ||||||
Business Combination, Contingent Consideration, Liability | 240,576 | |||||
Payment for Contingent Consideration Liability, Financing Activities | $ 120,576 | |||||
Business Combination, Contingent Consideration, Liability, Current | $ 120,000 |
EQUITY (Details)
EQUITY (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
EQUITY (Details) [Line Items] | |||
Common Stock Issued, but not Outstanding (in Shares) | 2,837,580 | 2,837,580 | |
Treasury Stock, Shares (in Shares) | 2,623,171 | 2,623,171 | |
Shares Issued, Value, Share-based Payment Arrangement, before Forfeiture | $ 157,791 | $ 19,421 | |
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | 24,258 | ||
Share-based Payment Arrangement, Expense | $ 157,791 | $ 66,041 | |
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture (in Shares) | 24,258 | ||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 4,762 | ||
Stock Issued During Period, Value, Issued for Services | $ 2,286 | ||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | $ 34,120 | ||
Share Price (in Dollars per share) | $ 0.43 | $ 0.34 | |
Director [Member] | |||
EQUITY (Details) [Line Items] | |||
Shares Issued, Value, Share-based Payment Arrangement, before Forfeiture | $ 22,500 | ||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | 50,070 | ||
Employee [Member] | |||
EQUITY (Details) [Line Items] | |||
Shares Issued, Value, Share-based Payment Arrangement, before Forfeiture | $ 17,135 | ||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture (in Shares) | 38,943 | ||
Boards Members and Employees [Member] | |||
EQUITY (Details) [Line Items] | |||
Shares Issued, Value, Share-based Payment Arrangement, before Forfeiture | $ 12,500 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period (in Shares) | 24,258 | ||
Share-based Payment Arrangement, Option [Member] | |||
EQUITY (Details) [Line Items] | |||
Share-based Payment Arrangement, Expense | $ 36,080 | $ 34,120 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | 0 | $ 0 | |
Officer [Member] | |||
EQUITY (Details) [Line Items] | |||
Shares Issued, Value, Share-based Payment Arrangement, before Forfeiture | $ 99,211 | ||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | 236,184 | ||
Share-based Payment Arrangement, Expense | $ 36,080 | ||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture (in Shares) | 236,184 | 498 |
EQUITY (Details) - Schedule of
EQUITY (Details) - Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range - Share-based Payment Arrangement, Option [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of options outstanding (in Shares) | 2,250,000 | 2,250,000 |
Weighted average remaining contractual life | 2 years 208 days | |
Weighted average exercise price of options outstanding | $ 1.02 | $ 1.02 |
Number of options exercisable (in Shares) | 1,712,500 | 1,712,500 |
Weighted average exercise price of options exercisable | $ 1.04 | $ 1.04 |
Options at $0.60 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise prices | $ 0.60 | |
Number of options outstanding (in Shares) | 50,000 | |
Weighted average remaining contractual life | 4 years 9 months | |
Weighted average exercise price of options outstanding | $ 0.60 | |
Number of options exercisable (in Shares) | 6,250 | |
Weighted average exercise price of options exercisable | $ 0.60 | |
Options at $0.62 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise prices | $ 0.62 | |
Number of options outstanding (in Shares) | 360,000 | |
Weighted average remaining contractual life | 2 years 9 months | |
Weighted average exercise price of options outstanding | $ 0.62 | |
Number of options exercisable (in Shares) | 270,000 | |
Weighted average exercise price of options exercisable | $ 0.62 | |
Options at $0.85 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise prices | $ 0.85 | |
Number of options outstanding (in Shares) | 540,000 | |
Weighted average remaining contractual life | 2 years 9 months | |
Weighted average exercise price of options outstanding | $ 0.85 | |
Number of options exercisable (in Shares) | 405,000 | |
Weighted average exercise price of options exercisable | $ 0.85 | |
Options at $1.00 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise prices | $ 1 | |
Number of options outstanding (in Shares) | 50,000 | |
Weighted average remaining contractual life | 4 years 9 months | |
Weighted average exercise price of options outstanding | $ 1 | |
Number of options exercisable (in Shares) | 6,250 | |
Weighted average exercise price of options exercisable | $ 1 | |
Options at $1.10 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise prices | $ 1.10 | |
Number of options outstanding (in Shares) | 75,000 | |
Weighted average remaining contractual life | 43 days | |
Weighted average exercise price of options outstanding | $ 1.10 | |
Number of options exercisable (in Shares) | 75,000 | |
Weighted average exercise price of options exercisable | $ 1.10 | |
Options at $1.20 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise prices | $ 1.20 | |
Number of options outstanding (in Shares) | 1,050,000 | |
Weighted average remaining contractual life | 2 years 219 days | |
Weighted average exercise price of options outstanding | $ 1.20 | |
Number of options exercisable (in Shares) | 825,000 | |
Weighted average exercise price of options exercisable | $ 1.20 | |
Options at $1.50 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise prices | $ 1.50 | |
Number of options outstanding (in Shares) | 125,000 | |
Weighted average remaining contractual life | 9 months | |
Weighted average exercise price of options outstanding | $ 1.50 | |
Number of options exercisable (in Shares) | 125,000 | |
Weighted average exercise price of options exercisable | $ 1.50 |
EQUITY (Details) - Schedule _2
EQUITY (Details) - Schedule of share-based compensation, stock options, activity - Share-based Payment Arrangement, Option [Member] | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
EQUITY (Details) - Schedule of share-based compensation, stock options, activity [Line Items] | |
Options Outstanding | shares | 2,250,000 |
Options Outstanding, Weighted Average Exercise Price | $ / shares | $ 1.02 |
Options Outstanding | shares | 1,712,500 |
Options Outstanding, Weighted Average Exercise Price | $ / shares | $ 1.04 |
Options Exercised | shares | 0 |
Options Exercised, Weighted Average Exercise Price | $ / shares | $ 0 |
Options Outstanding | shares | 2,250,000 |
Options Outstanding, Weighted Average Exercise Price | $ / shares | $ 1.02 |
Options Outstanding | shares | 1,712,500 |
Options Outstanding, Weighted Average Exercise Price | $ / shares | $ 1.04 |
EQUITY (Details) - Fair Value
EQUITY (Details) - Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Abstract] | ||
Volatility | 0.00% | 59.40% |
Dividends | 0.00% | 0.00% |
Risk-free interest rates | 0.00% | 2.49% |
Term (years) | 0 years | 5 years |