NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2018
(Unaudited)
1. BASIS OF PRESENTATION
Basis of Presentation
The accompanying unaudited interim condensed consolidated financial statements of Innovative Food Holdings, Inc., and its wholly owned subsidiaries, some of which are non-operating,
Artisan (“Artisan”), Food Innovations (“FII”), Food New Media Group, Inc. (“FNM”), Organic Food Brokers (“OFB”), Gourmet Food Service Group, Inc. (“GFG”), Gourmet Foodservice Warehouse, Inc. (“GFW”), Gourmeting, Inc. (“Gourmeting”), The Haley Group, Inc. (“Haley”), Oasis (“Oasis”), 4 The Gourmet, Inc. (d/b/a For The Gourmet, Inc.), (“Gourmet”); Innovative Gourmet, LLC (“Innovative Gourmet”); and Food Funding, LLC (“Food Funding” 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, 2017. 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, 2018 are not necessarily indicative of the results of operations to be expected for the full year.
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, GFGW, Gourmeting, Haley, Oasis, For the Gourmet, Innovative Gourmet, and Food Funding. Overall, our business activities are focused around the 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. Since its incorporation, the Company, primarily through FII’s relationship with US Foods, Inc. (“U.S. Foods” or “USF”), has been in the business of providing premium restaurants and other foodservice establishments, 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 to e-commerce consumers, through its own website at www.forethegourmet.com and through www.amazon.com, with unique specialty gourmet food products shipped directly from our network of vendors and from our warehouses within 24 – 72 hours. GFG is focused on expanding the Company’s program offerings to additional customers. 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.
Artisan is a supplier of over 1,500 niche gourmet products to over 500 customers in the Greater Chicago area. Haley is a dedicated foodservice consulting and advisory firm that works closely with companies to access private label and manufacturers’ label food service opportunities with the intent of helping them launch and commercialize new products in the foodservice industry. OFB and Oasis are outsourced national sales and brand management teams for emerging organic and specialty food CPG companies of a variety of sizes and business stages, and assists emerging CPG specialty food brands distribution and shelf placement access in key major metro markets in the retail food industry. FNM provides value-added, synergistic, seed and early stage capital to food related businesses including foodtech, foodservice products, and CPG companies. Through its temperature controlled warehouse, Gourmet Foodservice Warehouse fulfills specialty food product orders for the Company’s wholesale and direct to consumer customers. Innovative Gourmet is
engaged in the warehousing, sale, marketing, and distribution of specialty food and specialty food items through www.igourmet.com, online marketplaces, additional direct-to-consumer platforms, distribution to foodservice, retail stores and other wholesale accounts. Food Funding is involved in the financing of food related businesses.
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. These estimates include certain assumptions related to doubtful accounts receivable, stock-based services, valuation of financial instruments, and income taxes. 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, 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 condensed consolidated financial statements include the accounts of Innovative Food Holdings, Inc., and its wholly owned operating subsidiaries, Artisan, FII, FNM, OFB, GFG, GFGW, Gourmeting, Haley, Oasis, For the Gourmet, Innovative Gourmet, and Food Funding. 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, 2018 and December 31, 2017, trade receivables from the Company’s largest customer amounted to 44% and 48%, respectively, of total trade receivables.
Revenue Recognition
The Company recognizes revenue upon product delivery. All of our products are shipped either same day or overnight or through longer shipping terms to the customer and the customer takes title to product and assumes risk and ownership of the product when it is delivered. Shipping charges to customers and sales taxes collectible from customers, if any, are included in revenues.
For revenue from product sales, the Company recognizes revenue in accordance with Financial Accounting Standards Board “FASB” Accounting Standards Codification “ASC” 606. A five-step analysis a must be met as outlined in Topic
606: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) performance obligations are satisfied.. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.
Cost of goods sold
We have included in cost of goods sold all costs which are directly related to the generation of revenue. These costs include primarily the cost of food and raw materials, packing and handling, shipping, and delivery costs.
Basic and Diluted Earnings Per Share
Basic net income (loss) per share is based on the weighted average number of shares outstanding during the period, while fully-diluted net income (loss) 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.
Dilutive shares at March 31, 2018:
There were no convertible notes or warrants outstanding on March 31, 2018.
Stock Options
The following table summarizes the options outstanding and the related prices for the options to purchase shares of the Company’s common stock issued by the Company:
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
Remaining
|
|
Exercise
|
|
|
Number
|
|
|
Contractual
|
|
Price
|
|
|
of Options
|
|
|
Life (years)
|
|
$
|
1.04
|
|
|
|
200,000
|
|
|
|
2.59
|
|
$
|
1.31
|
|
|
|
150,000
|
|
|
|
0.50
|
|
$
|
1.38
|
|
|
|
100,000
|
|
|
|
1.67
|
|
$
|
1.42
|
|
|
|
100,000
|
|
|
|
0.22
|
|
$
|
1.43
|
|
|
|
50,000
|
|
|
|
0.75
|
|
$
|
1.46
|
|
|
|
100,000
|
|
|
|
0.25
|
|
$
|
1.70
|
|
|
|
75,000
|
|
|
|
0.04
|
|
$
|
1.90
|
|
|
|
175,000
|
|
|
|
1.23
|
|
$
|
2.00
|
|
|
|
50,000
|
|
|
|
0.04
|
|
$
|
2.40
|
|
|
|
20,000
|
|
|
|
0.17
|
|
$
|
2.50
|
|
|
|
37,500
|
|
|
|
0.04
|
|
$
|
3.40
|
|
|
|
30,000
|
|
|
|
0.17
|
|
$
|
3.50
|
|
|
|
37,500
|
|
|
|
0.04
|
|
|
|
|
|
|
1,125,000
|
|
|
|
0.96
|
|
Dilutive shares at March 31, 2017:
Convertible notes and interest
At March 31, 2017, the Company had outstanding convertible notes payable in the aggregate principal amount of $647,565 with accrued interest of $629,909 convertible at the rate of $0.25 per share into an aggregate of 5,109,896 shares of common stock.
Warrants
At March 31, 2017, the Company had outstanding warrants for holders to purchase the following additional shares: 2,294,491 shares at a price of $0.575 per share; 448,010 shares at a price of $0.55 per share; and 700,000 shares at a price of $0.01 per share.
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:
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
Remaining
|
|
Exercise
|
|
|
Number of
|
|
|
Contractual
|
|
Prices
|
|
|
Options
|
|
|
Life (years)
|
|
$
|
0.35
|
|
|
|
1,170,000
|
|
|
|
0.41
|
|
$
|
0.57
|
|
|
|
275,000
|
|
|
|
0.86
|
|
$
|
1.31
|
|
|
|
150,000
|
|
|
|
1.42
|
|
$
|
1.42
|
|
|
|
100,000
|
|
|
|
1.22
|
|
$
|
1.43
|
|
|
|
50,000
|
|
|
|
1.75
|
|
$
|
1.46
|
|
|
|
100,000
|
|
|
|
1.25
|
|
$
|
1.60
|
|
|
|
310,000
|
|
|
|
0.75
|
|
$
|
1.70
|
|
|
|
75,000
|
|
|
|
1.04
|
|
$
|
1.90
|
|
|
|
190,000
|
|
|
|
2.10
|
|
$
|
2.00
|
|
|
|
50,000
|
|
|
|
1.04
|
|
$
|
2.40
|
|
|
|
20,000
|
|
|
|
1.17
|
|
$
|
2.50
|
|
|
|
37,500
|
|
|
|
1.04
|
|
$
|
3.40
|
|
|
|
30,000
|
|
|
|
1.17
|
|
$
|
3.50
|
|
|
|
37,500
|
|
|
|
1.04
|
|
|
|
|
|
|
2,545,000
|
|
|
|
0.84
|
|
RSUs
During the three months ended March 31, 2017, the Company cancelled all outstanding restricted stock units (“RSUs”) and replaced them with common stock or restricted stock units; see note 16. At March 31, 2017, there are no RSUs outstanding.
Restricted Stock Awards
During the three months ended March 31,2017, the Company cancelled unvested RSUs representing 1,370,000 shares of common stock and replaced them with restricted stock awards also representing 1,370,000 shares of common stock. The restricted stock awards will vest over the same vesting period and under the same terms as the RSUs they replaced. During the three months ended March 31, 2017, the Company recognized expense of $120,104 for the vesting of restricted stock awards, the same amount of expense that would have been recognized had the RSUs not been replaced by the restricted stock awards.
Significant Recent Accounting Pronouncements
In May 2017, the FASB issued ASU No. 2017-09, Stock Compensation - Scope of Modification Accounting, which provides guidance on which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The ASU requires that an entity account for the effects of a modification unless the fair value (or calculated value or intrinsic value, if used), vesting conditions and classification (as equity or liability) of the modified award are all the same as for the original award immediately before the modification. The ASU became effective for the Company on January 1, 2018, and was applied prospectively to an award modified on or after the adoption date. The Company does not expect that the implementation of this standard will have a material effect on results of operations.
In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, current U.S. GAAP requires the performance of procedures to determine the fair value at the impairment testing date of assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, the amendments under this ASU require the goodwill impairment test to be performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The ASU becomes effective for the Company on January 1, 2020. The amendments in this ASU should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed.
In May 2014, the FASB issued ASU 2014-09,
Revenue from Contracts with Customers (Topic 606)
, to clarify the principles of recognizing revenue and create common revenue recognition guidance between U.S. GAAP and International Financial Reporting Standards. Under ASU 2014-09, revenue is recognized when a customer obtains control of promised goods or services and is recognized at an amount that reflects the consideration expected to be received in exchange for such goods or services. In addition, ASU 2014-09 requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The ASU is effective for fiscal years beginning after December 15, 2017. The new revenue standard is principle based and interpretation of those principles may vary from company to company based on their unique circumstances. It is possible that interpretation, industry practice, and guidance may evolve as companies and the accounting profession work to implement this new standard. The Company does not expect that the implementation of this standard will have a material effect on our results of operations.
Management does not believe that any other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying condensed consolidated financial statements.
iGourmet, LLC
The iGourmet Asset Purchase Agreement effective January 23, 2018 (the “APA”) was accounted for as an acquisition of an ongoing business in accordance with ASC Topic 805 - Business Combinations (“ASC 805”), where the Company was treated as the acquirer and the acquired assets and assumed liabilities were recorded by the Company at their preliminary estimated fair values.
The consideration for and in connection with the APA consisted of: (i) $1,500,000, which satisfied or reduced secured, priority and administrative debt of sellers; (ii) in connection with and prior to the acquisition, our wholly-owned subsidiary, Food Funding, funded advances of $325,500 to sellers on a secured basis, pursuant to certain loan documents and as bridge loans, which loans were reduced by the proceeds of the APA; (iii) the purchase for $200,000 of certain debt owed by sellers, to be paid out of, if available, Innovative Gourmet’s cash flow; (iv) potential contingent liability allocation for a percentage of sellers’ approximately $2,300,000 of certain debt, not purchased or assumed by Innovative Gourmet, which under certain circumstances,
Innovative Gourmet may determine to pay; and (v) additional purchase price consideration of (a) up to a maximum of $1,500,000, if EBITDA of Innovative Gourmet reaches $3,800,000 million in 2018, (b) up to a maximum of $1,750,000, if EBITDA of Innovative Gourmet in 2019 exceeds its EBITDA in 2018 by at least 20% and if its EBITDA reaches $5,000,000; and (c) up to a maximum of $2,125,000, if EBITDA of Innovative Gourmet in 2020 exceeds its EBITDA in 2019 by at least 20% and if its EBITDA reaches $8,000,000. The EBITDA based earnout shall be paid 37.5% in cash, 25% in Innovative Food Holdings shares valued at the time of the closing of this transaction and 37.5%, at Innovative Gourmet’s option, in Innovative Food Holdings shares valued at the time of the payment of the earnout or in cash. See note 15.
In connection with the APA, our wholly-owned subsidiary, Food Funding, purchased seller’s senior secured note at a price of approximately $1,187,000, pursuant to the terms of a Loan Sale Agreement with UPS Capital Business Credit. That note was reduced by the proceeds of the APA as disclosed in (i) above.
The acquisition date estimated fair value of the consideration transferred totaled $4,151,243, which consisted of the following:
Initial purchase price
|
|
$
|
1,500,000
|
|
Cash payable in connection with transaction
|
|
|
1,863,443
|
|
Contingent liabilities
|
|
|
787,800
|
|
Total purchase price
|
|
$
|
4,151,243
|
|
|
|
|
|
|
Tangible assets acquired
|
|
$
|
951,351
|
|
Intangible asseets acquired
|
|
|
2,970,600
|
|
Goodwill acquired
|
|
|
229,292
|
|
Total purchase price
|
|
$
|
4,151,243
|
|
The above estimated fair value of the intangible assets is based on a preliminary purchase price allocation prepared by management and is subject to adjustment as a more detailed analysis by a third party valuation expert is completed. As a result, during the preliminary purchase price allocation period, which may be up to one year from the business combination date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. After the preliminary purchase price allocation period, we record adjustments to assets acquired or liabilities assumed subsequent to the purchase price allocation period in our operating results in the period in which the adjustments were determined.
Pro forma results
The following table sets forth the unaudited pro forma results of the Company as if the APA was effective on the first day of the March 31, 2018 and 2017 three months periods presented. These combined results are not necessarily indicative of the results that may have been achieved had the companies always been combined.
|
|
Three months ended March 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
Revenues
|
|
$
|
11,293,194
|
|
|
$
|
10,835,495
|
|
Net Income
|
|
$
|
337,227
|
|
|
$
|
624,994
|
|
Basic net income per share
|
|
$
|
0.010
|
|
|
$
|
0.024
|
|
Diluted net income per share
|
|
$
|
0.010
|
|
|
$
|
0.021
|
|
Weighted average shares - basic
|
|
|
33,925,018
|
|
|
|
25,707,164
|
|
Weighted average shares - diluted
|
|
|
34,056,070
|
|
|
|
31,854,060
|
|
Oasis Sales and Marketing, LLC
Pursuant to the Oasis Asset Purchase Agreement, effective January 1, 2017, the Company, through its wholly-owned subsidiary, Oasis Sales Corp., purchased certain assets of Oasis Sales and Marketing, L.L.C., a California limited liability company. The purchase price consisted of $300,000 cash; a two-year promissory note in the amount of $100,000, and a structured equity instrument (the “SEI”) in the amount of $200,000. In addition, the Company is contingently liable for certain performance-based payments over the twenty-four months following the acquisition date up to a maximum of $400,000 (“Earnout Payments”). The amount of $400,000 was carried as a current liability on the Company’s balance sheet at March 31, 2018.
The SEI was payable in cash or shares of the Company’s stock at the Company’s option, at any time, or is automatically payable via the issuance of 200,000 shares of the Company’s stock if the Company’s shares close above $1.00 for ten consecutive days. This requirement was met on November 28, 2017, and on that date the $200,000 SEI liability was converted to 200,000 shares of common stock.
The Company believes it is likely that the Earnout Payments will be made, and accordingly has recorded the entire amount of $400,000 as a contingent liability on its balance sheet as of the acquisition date. The amount of $800,000 was allocated to customer lists, an intangible asset with a useful life of 60 months; and the amount of $200,000 was allocated to a non-compete agreement, an intangible asset with a useful life of 48 months. A total of $52,500 was amortized to operations during the three months ended March 31, 2018 and 2017.
4. ACCOUNTS RECEIVABLE
At March 31, 2018 and December 31, 2017, accounts receivable consists of:
|
|
March 31,
2018
|
|
|
December 31,
2017
|
|
Accounts receivable from customers
|
|
$
|
2,678,111
|
|
|
$
|
2,105,772
|
|
Allowance for doubtful accounts
|
|
|
(44,867
|
)
|
|
|
(63,267
|
)
|
Accounts receivable, net
|
|
$
|
2,633,244
|
|
|
$
|
2,042,505
|
|
5. INVENTORY
Inventory consists primarily of specialty food products. At March 31, 2018 and December 31, 2017, inventory consisted of the following:
|
|
March 31,
2018
|
|
|
December 31,
2017
|
|
Finished Goods Inventory
|
|
$
|
1,416,984
|
|
|
$
|
937,962
|
|
6. PROPERTY AND EQUIPMENT
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. 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 for the Company’s Artisan subsidiary. During the twelve months ended December 31, 2015, the Company paid a total of $474,301 for various building improvements, furniture, fixtures, and equipment related to this property. Depreciation on the building and the related improvements, furniture, fixtures, and equipment began when Artisan occupied the facility in October, 2015.
A summary of property and equipment at March 31, 2018 and December 31, 2017, was as follows:
|
|
March 31,
2018
|
|
|
December 31,
2017
|
|
Land
|
|
$
|
385,523
|
|
|
$
|
385,523
|
|
Building
|
|
|
1,326,165
|
|
|
|
1,326,165
|
|
Computer and Office Equipment
|
|
|
504,916
|
|
|
|
497,189
|
|
Warehouse Equipment
|
|
|
234,478
|
|
|
|
226,953
|
|
Furniture, Fixtures
|
|
|
542,572
|
|
|
|
453,572
|
|
Vehicles
|
|
|
41,137
|
|
|
|
40,064
|
|
Total before accumulated depreciation
|
|
|
3,034,791
|
|
|
|
2,949,466
|
|
Less: accumulated depreciation
|
|
|
(1,043,483
|
)
|
|
|
(994,216
|
)
|
Total
|
|
$
|
1,991,308
|
|
|
$
|
1,955,250
|
|
Depreciation and amortization expense for property and equipment amounted to $49,267 and $27,340 for the three months ended March 31, 2018 and 2017, respectively.
7. 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, 2018, the Company has investments in three food related companies in the aggregate amount of $251,525. The Company records these investments under the cost method. The Company does not have significant influence over the operations of the companies it invests in.
8. INTANGIBLE ASSETS
The Company acquired certain intangible assets pursuant to the acquisition of Artisan, Oasis (see note 3), Innovative Gourmet (see note 3) and OFB, and the acquisition of certain assets of The Haley Group, LLC. The following is the net book value of these assets:
|
|
March 31, 2018
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
Gross
|
|
|
Amortization
|
|
|
Net
|
|
Trade Name
|
|
$
|
1,272,400
|
|
|
$
|
-
|
|
|
$
|
1,272,400
|
|
Non-Compete Agreement
|
|
|
505,900
|
|
|
|
(320,500
|
)
|
|
|
185,400
|
|
Customer Relationships
|
|
|
2,995,694
|
|
|
|
(1,248,437
|
)
|
|
|
1,747,257
|
|
Internally Developed Technology
|
|
|
788,600
|
|
|
|
(26,287
|
)
|
|
|
762,313
|
|
Goodwill
|
|
|
380,292
|
|
|
|
-
|
|
|
|
380,292
|
|
Total
|
|
$
|
5,942,886
|
|
|
$
|
(1,595,224
|
)
|
|
$
|
4,347,662
|
|
|
|
December 31, 2017
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
Gross
|
|
|
Amortization
|
|
|
Net
|
|
Trade Name
|
|
$
|
217,000
|
|
|
$
|
-
|
|
|
$
|
217,000
|
|
Non-Compete Agreement
|
|
|
444,000
|
|
|
|
(294,000
|
)
|
|
|
150,000
|
|
Customer Relationships
|
|
|
1,930,994
|
|
|
|
(1,112,078
|
)
|
|
|
818,916
|
|
Goodwill
|
|
|
151,000
|
|
|
|
-
|
|
|
|
151,000
|
|
Total
|
|
$
|
2,742,994
|
|
|
$
|
(1,406,078
|
)
|
|
$
|
1,336,916
|
|
Total amortization expense for the three months ended March 31, 2018 and 2017
was $189,146
and $103,067, respectively.
The trade names are not considered finite-lived assets, and are not being amortized. The non-compete agreements are being amortized over a period of 48 months. The customer relationships acquired in the Artisan, Haley, Oasis, OFB, and Innovative Gourmet transactions are being amortized over periods ranging from 24 to 60 months.
As detailed in ASC 350, the Company tests for goodwill impairment in the fourth quarter of each year and whenever events or changes in circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. As detailed in ASC 350-20-35-3A, in performing its testing for goodwill impairment, management has completed a qualitative analysis to determine whether it was more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. To complete this review, management followed the steps in ASC 350-20-35-3C to evaluate the fair value of goodwill and considered all known events and circumstances that might trigger an impairment of goodwill. The analysis completed in 2017 determined that there was no impairment to goodwill assets.
9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities at March 31, 2018 and December 31, 2017 are as follows:
|
|
March 31,
2018
|
|
|
December 31,
2017
|
|
Trade payables
|
|
$
|
2,678,580
|
|
|
$
|
1,652,681
|
|
Accrued payroll and commissions
|
|
|
210,089
|
|
|
|
183,878
|
|
Total
|
|
$
|
2,888,669
|
|
|
$
|
1,836,559
|
|
10. ACCRUED INTEREST
At March 31, 2018, accrued interest on notes outstanding was $22,955. During the three months ended March 31, 2018 and 2017, the Company paid cash for interest in the aggregate amount of $22,834 and $22,029, respectively.
At December 31, 2017, accrued interest on a note outstanding was $15,860. During the twelve months ended December 31, 2017, the Company paid cash for interest in the aggregate amount of $74,178.
11. REVOLVING CREDIT FACILITIES
|
|
March 31,
2018
|
|
|
December 31,
2017
|
|
|
|
|
|
|
|
|
Line of credit facility with Fifth Third Bank in the original amount of $1,000,000 with an interest rate of LIBOR plus 3.25%. In August 2015, the amount of the credit facility was increased to $1,500,000 and the due date was extended to August 1, 2016. In August 2016, this credit facility was extended to August 1, 2017. On August 1, 2017 this credit facility was increased to $2,000,000 and the due date was extended to August 1, 2018. There was no activity on this credit facility during the three months ended March 31, 2018.
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
-
|
|
|
$
|
-
|
|
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES
|
|
March 31,
2018
|
|
|
December 31,
2017
|
|
|
|
|
|
|
|
|
Term loan dated as of August 5, 2016 in the original amount of $1,200,000 payable to Fifth Third Bank. This loan is secured by the Company’s tangible and intangible personal property and bears interest at the rate of LIBOR plus 4.5%. Principal payments in the amount of $66,667 are due monthly along with accrued interest beginning September 5, 2016. The entire principal balance and all accrued interest was due on the maturity date of February 5, 2018. During the twelve months ended December 31, 2016, the Company transferred principal in the amount of $1,200,000 from the line of credit facility with Fifth Third Bank into this term loan. During the three months ended March 31, 2018, the Company made principal and interest payments on this loan in the amounts of $114,033 and $829, respectively.
|
|
$
|
-
|
|
|
$
|
114,033
|
|
|
|
|
|
|
|
|
|
|
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 and interest at the rate of Libor plus 3% are due monthly. The balance of the principal amount was originally due February 28, 2018. Effective February 26, 2018, this note was renewed in the principal balance of $273,000 and will be due on February 28, 2023. During the three months ended March 31, 2018, the Company made payments of principal and interest on this note in the amounts of $9,100 and $2,192, respectively.
|
|
|
273,000
|
|
|
|
282,100
|
|
|
|
|
|
|
|
|
|
|
Secured mortgage note payable for the acquisition of land and building in Broadview, Illinois in the amount of $980,000. Payments of $8,167 including principal and interest at the rate of LIBOR plus 2.75% are due monthly through April 2020, the remaining principal balance in the amount of $490,000 will be due May 29, 2020. During the three months ended March 31, 2018, the Company made payments of principal and interest on this note in the amounts of $24,500 and $7,934, respectively.
|
|
|
702,333
|
|
|
|
726,833
|
|
|
|
|
|
|
|
|
|
|
Term loan dated March 28, 2018 in the original amount of $1,500,000 payable to Fifth Third Bank. This loan is secured by the Company’s tangible and intangible personal property and bears interest at the rate of LIBOR plus 4.25%. Principal payments in the amount of $83,333 are due monthly along with accrued interest beginning March 28, 2018. The entire principal balance and all accrued interest is due on the maturity date of March 28, 2019. During the three months ended March 31, 2018, the Company made principal and interest payments on this loan in the amounts of $0 and $11,375, respectively. Additional interest expense in the amount of $7,005 was accrued during the three months ended March 31, 2018, and was paid, along with the first principal payment in the amount of $83,333, on April 19, 2018.
|
|
|
1,500,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
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, 2018, the Company accrued interest in the amount of $93 on this note.
|
|
|
20,000
|
|
|
|
20,000
|
|
|
|
March 31,
2018
|
|
|
December 31,
2017
|
|
|
|
|
|
|
|
|
Unsecured promissory note in the amount of $100,000 dated January 1, 2017 bearing interest at the rate of 2.91% per annum issued in connection with the Oasis acquisition. Payments in the amount of $4,297 consisting of principal and interest are to be made monthly beginning February 15, 2017 for twenty-four months until paid in full. During the three months ended March 31, 2018, the Company made principal payments on this note in the amount of $12,557 and $334, respectively.
|
|
|
42,497
|
|
|
|
55,054
|
|
|
|
|
|
|
|
|
|
|
Capital lease obligations under a lease agreement for a forklift payable in thirty-six monthly installments of $274 including interest at the rate of 4.46%. During the three months ended March 31, 2018, the Company made principal payments in the amount of $795 and interest payments in the amount of $270 on this lease obligation.
|
|
|
1,890
|
|
|
|
2,685
|
|
|
|
|
|
|
|
|
|
|
Capital lease obligations under a lease agreement for a forklift payable in thirty-six monthly installments of $579 including interest at the rate of 4.83%. During the three months ended March 31, 2018, the Company made principal payments in the amount of $1,595 and interest payments in the amount of $140 on this lease obligation.
|
|
|
10,565
|
|
|
|
12,160
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
2,550,285
|
|
|
$
|
1,212,865
|
|
|
|
|
|
|
|
|
|
|
Current maturities
|
|
$
|
1,395,340
|
|
|
$
|
346,855
|
|
Long-term portion
|
|
|
1,154,945
|
|
|
|
866,010
|
|
Total
|
|
$
|
2,550,285
|
|
|
$
|
1,212,865
|
|
Aggregate maturities of long-term notes payable as of March 31, 2018 are as follows:
For the period ended March 31,
2019
|
|
$
|
1,395,340
|
|
2020
|
|
|
489,363
|
|
2021
|
|
|
560,933
|
|
2022
|
|
|
54,600
|
|
2023
|
|
|
50,049
|
|
Total
|
|
$
|
2,550,285
|
|
13. RELATED PARTY TRANSACTIONS
For the three months ended March 31, 2018:
In December 2017, the Company’s Chief Executive Officer exercised 100,000 options at a price of $0.35 per share and an additional 100,000 options at a price of $0.57 per share. The date for payment of the exercise price of these options was extended to April 26, 2018. 55,192 shares of common stock were deemed issued on March 5, 2018, which number of shares represents a net amount after a cash payment of $45,000 which was a portion of the difference between the exercise price of the options and the market price of the stock on the date of purchase, and taxes.
In December 2017, the Company’s President exercised 100,000 options at a price of $0.35 per share and an additional 100,000 options at a price of $0.57 per share. The date for payment of the exercise price of these options was extended to April 26, 2018. 60,749 shares of common stock were deemed issued on March 5, 2018, which number of shares represents a net amount after a cash payment of $45,000 which was a portion of
the difference between the exercise price of the options and the market price of the stock on the date of purchase, and taxes.
In December 2017, a Board Member exercised 100,000 options at a price of $0.35 per share. The date for payment of the exercise price of these options was extended to April 26, 2018. In March 2018 the Company made a payment of $77,000 which is the difference between the exercise price of the options and the market price of the stock on the date of purchase.
For the three months ended March 31, 2017:
The Company cancelled RSUs held by its Chief Executive Officer representing 1,382,540 shares of common stock, of which 700,000 were unvested and 682,540 were vested. In place of the 682,540 vested cancelled RSUs, the Company issued a net amount of 586,586 shares of common stock. The remaining 95,954 shares of the 682,540 cancelled vested RSUs were not issued and instead the cash value of those shares was held back by the Company to pay certain taxes related to the issuance. In addition, the 700,000 unvested RSUs were replaced with restricted stock awards under the same terms and conditions as the 700,000 RSUs. See note 16.
The Company cancelled RSUs held by its President representing 1,724,532 shares of common stock, of which 490,000 were unvested and 1,234,532 were vested. In place of the 1,234,532 vested cancelled RSUs, the Company issued a net amount of 928,027 shares of common stock. The remaining 306,505 shares of the 1,234,532 cancelled vested RSUs were not issued and instead the cash value of those shares was held back by the Company to pay certain taxes related to the issuance. In addition, the 490,000 unvested RSUs were replaced with restricted stock awards under the same terms and conditions as the 490,000 RSUs. See note 16.
The Company cancelled RSUs held by its two of its Directors representing 545,000 shares of common stock, of which 180,000 were unvested and 365,000 were vested. In place of the 365,000 vested cancelled RSUs, the Company issued 365,000 shares of common stock. In addition, the 180,000 unvested RSUs were replaced with restricted stock awards under the same terms and conditions as the 180,000 RSUs. See note 16.
The Company’s Chief Executive Officer converted a note payable in the amount of $164,650 into 658,600 shares of common stock.
The Company acquired options to purchase 100,000 shares of the Company’s common stock from its President for $9,000 cash, which was the difference between the exercise price of the options and the market price of the stock on the date of purchase.
The Company acquired options to purchase 140,000 shares of the Company’s common stock from its President for $13,400 cash, which was the difference between the exercise price of the options and the market price of the stock on the date of purchase.
The Company acquired options to purchase 87,500 shares of the Company’s common stock from its Principal Accounting Officer for $8,125 cash, which was the difference between the exercise price of the options and the market price of the stock on the date of purchase.
14. COMMITMENTS AND CONTINGENT LIABILITIES
Contingent Liability
Pursuant to the Oasis acquisition, the Company is contingently liable for certain performance-based payments over the twenty-four months following the acquisition date. The Company believes it is likely that these payments will be made, and accordingly recorded the entire amount of $400,000 as a contingent liability on its balance sheet at acquisition. This amount is classified as a current liability at March 31, 2018; $200,000 is classified as a current liability and $200,000 is classified as a non-current liability at December 31, 2017.
Pursuant to the iGourmet Asset Purchase Acquisition, The Company has also recorded contingent liabilities in the amount of $787,800. $392,900 is classified as a current contingent liability and $394,900 is classified as a non-current contingent liability at March 31, 2018. 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.
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.
PNC Bank, N.A. v. The Fresh Diet, Inc., et al. / Scher Zalman Duchman et al. v. Innovative Food Holdings, Inc., et al., Case No. 17-cv-21027-KMM, United States District Court, Southern District of Florida
On July 7, 2017, Scher Zalman Duchman and Deborah L. Duchman (collectively, “Duchmans”) filed an amended complaint in the United States District Court for the Southern District of Florida seeking approximately $1 million in damages against Innovative Food Holdings, Inc., FD Acquisition Corp., and Sam Klepfish, IVFH’s CEO. The Duchmans, among other things, allege that defendants owed but did not fulfil a fiduciary duty to the Duchmans to minimize the Duchmans’ own personal guarantees and personal obligations related to loans and other obligations incurred by a former subsidiary of IVFH, and additionally attempted to invalidate contracts with IVFH. By Order dated March 22, 2018, the following causes of action were dismissed without prejudice: Count I, Breach of Fiduciary Duty; Count III, Unjust Enrichment; Count IV, Unjust Enrichment; and Count IX, Fraud in the Inducement. The Court further ordered Count XI, Punitive Damages, stricken from the Complaint and that all claims against Third Party Defendant FD Acquisition Corp. dismissed with prejudice. The plaintiffs nevertheless reasserted the dismissed claims. IVFH served requests and produced discovery. IVFH filed a motion for summary judgment as to all counts, and served an answer and counterclaims. IVFH believes that this lawsuit was without merit, that defendants bear no liability for the claims asserted, and that the lawsuit was an attempt by the Duchmans to drag IVFH into the Duchmans’ personal financial matters which are unrelated to IVFH. IVFH vigorously defended against this lawsuit. On May 9, 2018, the parties reached a confidential settlement agreement and dismissal of all counts on terms favorable to IVFH. The court accepted the parties notice of settlement, dismissed the claims, retained jurisdiction to enforce the settlement, and closed the case.
YS Catering Holdings, Inc., et al. vs. Attollo Partners LLC, et al., Case No. 2017-007504-CA-01, Eleventh Judicial Circuit in and for Miami-Dade County, Florida
On March 26, 2018, YS Catering Holdings, Inc. (“YS”) and its controlling stakeholder, Scher Zalman Duchman, filed suit against IVFH. YS alleges claims against IVFH that are almost identical to ones pending in the PNC Bank vs. Fresh Diet, et al. federal court litigation (Case No. 17-cv-21027-KMM) in what IVFH believes is an improper attempt at forum shopping. In addition, YS seeks injunctive relief with respect to the removal of certain trading restrictions and other restrictions on its restricted shares. IVFH moved to stay the case pending the outcome of the federal court litigation involving YS’s principal Zalmi Duchman. IVFH vigorously defend against this lawsuit. On May 9, 2018, the parties reached a confidential settlement agreement and dismissal of all counts on terms favorable to IVFH. The parties have filed a notice of settlement and stipulation of dismissal.
15. EQUITY
Common Stock
At March 31, 2018 and December 31, 2017, a total of 2,491,112 shares are deemed issued but not outstanding by the Company. These include 2,276,703 shares of treasury stock.
Three months ended March 31, 2018:
The Company issued 100,000 shares of common stock for cash of $35,000 pursuant to the exercise of options.
In December 2017, the Company’s Chief Executive Officer exercised 100,000 options at a price of $0.35 per share and an additional 100,000 options at a price of $0.57 per share. The date for payment of the exercise price of these options was extended to April 26, 2018. 55,192 shares of common stock were deemed issued on March 5, 2018, which number of shares represents a net amount after a cash payment of $45,000 which was a portion of the difference between the exercise price of the options and the market price of the stock on the date of purchase, and taxes.
In December 2017, the Company’s President exercised 100,000 options at a price of $0.35 per share and an additional 100,000 options at a price of $0.57 per share. The date for payment of the exercise price of these options was extended to April 26, 2018. 60,749 shares of common stock were deemed issued on March 5, 2018, which number of shares represents a net amount after a cash payment of $45,000 which was a portion of the difference between the exercise price of the options and the market price of the stock on the date of purchase, and taxes.
The Company recognized the fair value of stock options vested to management in the amount of $8,787 during the three month ended March 31, 2018.
Three months ended March 31, 2017:
The Company issued 274,783 shares of common stock for cash of $68,697 pursuant to the exercise of warrants.
The Company charged the amount of $120,104 to additional paid-in capital representing the vesting of restricted stock awards issued to officers.
The Company issued 658,600 shares of common stock to its Chief Executive Officer for conversion of a note payable in the amount of $164,650.
The Company issued a net amount of 2,410,392 shares of common stock (net of 623,813 shares held back by the Company to pay certain taxes owed related to the issuance) to employees, officers, and directors in satisfaction of the following obligations: vested RSUs representing 2,533,246 shares of common stock, and bonus shares and shares previously accrued representing 500,959 shares of common stock. The Company charged the amount of $33,453 to additional paid-in capital representing the value of these shares that had not been previously charged to operations.
The Company retired to treasury 642,688 shares of common stock pursuant to an agreement signed to acquire those shares. The Company also retired to treasury an aggregate of 37,000 shares of common stock purchased on the open market for cash of $18,592.
Warrants
There were no warrants outstanding at March 31, 2018 or December 31, 2017.
Options
The following table summarizes the options outstanding at March 31, 2018 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
|
|
$
|
1.04
|
|
|
|
200,000
|
|
|
|
2.59
|
|
|
$
|
1.04
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1.31
|
|
|
|
150,000
|
|
|
|
0.50
|
|
|
$
|
1.31
|
|
|
|
150,000
|
|
|
$
|
1.31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1.38
|
|
|
|
100,000
|
|
|
|
1.67
|
|
|
|
1.38
|
|
|
|
100,000
|
|
|
$
|
1.38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1.42
|
|
|
|
100,000
|
|
|
|
0.22
|
|
|
$
|
1.42
|
|
|
|
100,000
|
|
|
$
|
1.42
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1.43
|
|
|
|
50,000
|
|
|
|
0.75
|
|
|
$
|
1.43
|
|
|
|
50,000
|
|
|
$
|
1.43
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1.46
|
|
|
|
100,000
|
|
|
|
0.25
|
|
|
$
|
1.46
|
|
|
|
100,000
|
|
|
$
|
1.46
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1.70
|
|
|
|
75,000
|
|
|
|
0.04
|
|
|
$
|
1.70
|
|
|
|
75,000
|
|
|
$
|
1.70
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1.90
|
|
|
|
175,000
|
|
|
|
1.23
|
|
|
$
|
1.90
|
|
|
|
175,000
|
|
|
$
|
1.90
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2.00
|
|
|
|
50,000
|
|
|
|
0.04
|
|
|
$
|
2.00
|
|
|
|
50,000
|
|
|
$
|
2.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2.40
|
|
|
|
20,000
|
|
|
|
0.17
|
|
|
$
|
2.40
|
|
|
|
20,000
|
|
|
$
|
2.40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2.50
|
|
|
|
37,500
|
|
|
|
0.04
|
|
|
$
|
2.50
|
|
|
|
37,500
|
|
|
$
|
2.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3.40
|
|
|
|
30,000
|
|
|
|
0.17
|
|
|
$
|
3.40
|
|
|
|
30,000
|
|
|
$
|
3.40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3.50
|
|
|
|
37,500
|
|
|
|
0.04
|
|
|
$
|
3.50
|
|
|
|
37,500
|
|
|
$
|
3.50
|
|
|
|
|
|
|
1,125,000
|
|
|
|
0.96
|
|
|
$
|
1.63
|
|
|
|
1,895,000
|
|
|
$
|
1.76
|
|
Transactions involving stock options are summarized as follows:
|
|
Number of Shares
|
|
|
Weighted Average
Exercise Price
|
|
Options outstanding at December 31, 2017
|
|
|
1,510,000
|
|
|
$
|
1.60
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
-
|
|
|
$
|
-
|
|
Exercised
|
|
|
-
|
|
|
$
|
-
|
|
Cancelled / Expired
|
|
|
(385,000
|
)
|
|
$
|
1.50
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at March 31, 2018
|
|
|
1,125,000
|
|
|
$
|
1.63
|
|
Aggregate intrinsic value of options outstanding and exercisable at March 31, 2018 and 2017 was $12,250 and $583,500, respectively. Aggregate intrinsic value represents the difference between the Company’s closing stock price on the last trading day of the fiscal period, which was $1.06 and $0.65 as of March 31, 2018 and 2017, respectively, and the exercise price multiplied by the number of options outstanding.
During the three months ended March 31, 2018 and 2017, the Company charged $8,787 and $7,339, respectively, to operations related to recognized stock-based compensation expense for employee stock options.
Accounting for warrants and stock options
The Company did not value warrants and options using during the three months ended March 31, 2018. The Company valued warrants and stock options during the three months ended March 31, 2017 using the Balck-Scholes valuation model utilizing the following variables:
|
|
March 31,
|
|
|
|
2017
|
|
Volatility
|
|
|
56.9
|
%
|
Dividends
|
|
$
|
-
|
|
Risk-free interest rates
|
|
|
0.87
|
%
|
Term (years)
|
|
|
0.78-2.44
|
|
Restricted Stock Units (“RSUs”)
The Company had no RSUs outstanding during the three months ended March 31, 2018.
During the three months ended March 31, 2017, the Company cancelled all of its outstanding RSUs and issued the following: For vested RSUs representing 3,104,205 shares of common stock, the Company issued a net amount of 2,410,392 shares of restricted common stock (net of 623,813 shares held back by the Company to pay certain taxes owed related to the issuance); for unvested RSUs representing 1,370,000 shares of common stock, the Company issued 1,370,000 shares of restricted common stock under the same terms as the cancelled RSUs. 1,070,000 of the restricted stock awards will vest on June 30, 2017, the same date at which the RSUs which they replaced would have vested. The remaining 300,000 restricted stock awards vesting is contingent upon meeting certain price and volume conditions related to the Company’s stock; these conditions are the same conditions required for vesting of the cancelled RSUs. The Company charged the amount of $120,104 to operations during the three months ended March 31, 2017 representing the amortization of the cost of these restricted stock awards. The $120,104 charged to operations is the same amount that the Company would have charged for the RSUs that were cancelled had they not been cancelled.
16. SUBSEQUENT EVENTS
On May 11, 2018, as part of a realignment towards focusing on certain specific growth initiatives and growth opportunities, the President of the Company was named as the Director of Strategic Acquisitions, whose responsibilities include: (i) identifying and assisting in the acquisition and integration of strategic assets; (ii) identifying and executing on new growth opportunities; and (iii) identifying and executing growth initiatives for the Company. In order to allow for the Executive to devote his full time to his new responsibilities, the President of the Company resigned from his role as President of the Company and its subsidiaries.