Innovative Food Holdings, Inc. Files Annual Report on Form 10-K for Fiscal Year Ended December 31, 2023

TL;DR

<b>Innovative Food Holdings, Inc. has filed its 2023 annual report on Form 10-K, confirming its status as a smaller reporting company and its compliance with SEC filing requirements.</b>

AI Summary

INNOVATIVE FOOD HOLDINGS INC (IVFH) filed a Annual Report (10-K) with the SEC on March 21, 2024. Innovative Food Holdings, Inc. filed its annual report on Form 10-K for the fiscal year ended December 31, 2023. The company is incorporated in Florida and its principal executive offices are located at 9696 Bonita Beach Rd., Ste. 208, Bonita Springs, Florida. Innovative Food Holdings, Inc. is classified as a non-accelerated filer and a smaller reporting company. The company has submitted all required reports for the preceding 12 months and has been subject to filing requirements for the past 90 days. Innovative Food Holdings, Inc. has elected not to use the extended transition period for complying with new or revised financial accounting standards.

Why It Matters

For investors and stakeholders tracking INNOVATIVE FOOD HOLDINGS INC, this filing contains several important signals. This filing provides a comprehensive overview of the company's financial performance and operational status for the fiscal year 2023, crucial for investors assessing its current standing. As a smaller reporting company, Innovative Food Holdings, Inc. may have different disclosure requirements compared to larger filers, which is important for analysts to note when evaluating the provided information.

Risk Assessment

Risk Level: low — INNOVATIVE FOOD HOLDINGS INC shows low risk based on this filing. The filing is a standard annual report (10-K) with no immediate red flags, indicating routine disclosure for a smaller reporting company.

Analyst Insight

Investors should review the full 10-K filing for detailed financial statements, risk factors, and management discussion to understand Innovative Food Holdings, Inc.'s business and prospects.

Key Numbers

• 20231231 — Fiscal Year End Date (Reported period)
• 0001185185-24-000295 — Accession Number (Filing identifier)
• 0-9376 — Commission File Number (SEC registration)
• 1934 — SEC Act (Securities Exchange Act)
• 0.0001 — Par Value (Common Stock)

Key Players & Entities

• INNOVATIVE FOOD HOLDINGS, INC. (company) — Registrant
• 2023 (date) — Fiscal year ended
• December 31 (date) — Fiscal year ended
• Florida (location) — State of incorporation and business address
• 9696 Bonita Beach Rd., Ste. 208 (address) — Principal Executive Offices
• Bonita Springs (location) — City of business address
• 20-1167761 (identifier) — I.R.S. Employer Identification No.
• ALPHA SOLARCO INC (company) — Former company name

FAQ

Industry Context

Innovative Food Holdings, Inc. operates within the wholesale grocery sector, as indicated by its SIC code.

Regulatory Implications

The company is subject to the reporting requirements of the Securities Exchange Act of 1934, including the annual filing of Form 10-K.

What Investors Should Do

1. Review the full 10-K for detailed financial statements and disclosures.
2. Analyze the company's business operations and strategy as outlined in the report.
3. Assess any identified risk factors and their potential impact on the company.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 10-K filing.
• 2024-03-21: Filing Date — Date the 10-K report was officially submitted to the SEC.

Year-Over-Year Comparison

This is the initial filing analyzed for the fiscal year 2023, so no comparison to a prior filing is available within this data.

Key Financial Figures

• $0.0001 — ECTION 12(G) OF THE ACT: COMMON STOCK, $0.0001 PAR VALUE PER SHARE (Title of class)
• $0.38 — 30, 2023, based upon a closing price of $0.38 per share for the registrant's common s
• $34,070,052 — ally sold the majority of our products, $34,070,052 and $39,531,207, respectively, represen
• $39,531,207 — jority of our products, $34,070,052 and $39,531,207, respectively, representing 47% and 49%
• $10 million — . We have started this journey with the $10 million business we've built with Gate Gourmet.
• $1,000,000 — neral liability per occurrence limit of $1,000,000 and aggregate policy covering $2,000,00
• $2,000,000 — 1,000,000 and aggregate policy covering $2,000,000 of liability for all entities. The Comp
• $14,000,000 — lso carries an Umbrella policy of up to $14,000,000 which covers all entities, along with t
• $5,000,000 — excess umbrella policies have limits of $5,000,000 and $6,000,000. The Company carries a C
• $6,000,000 — policies have limits of $5,000,000 and $6,000,000. The Company carries a Cyber policy of
• $12,490,000 — ngs in PA and FL, with a limit of up to $12,490,000 for PA and a limit of up to $1,630,000
• $1,630,000 — $12,490,000 for PA and a limit of up to $1,630,000 for FL. Such insurance may not be suffi
• $3,000,000 — to certify that they maintain at least $3,000,000 liability insurance coverage in aggrega
• $38,821,278 — 2023, we had an accumulated deficit of $38,821,278. We cannot assure you that we can achie

Filing Documents

• innovfood20231231_10k.htm (10-K) — 2262KB
• ex_639487.htm (EX-21) — 8KB
• ex_639488.htm (EX-31.1) — 8KB
• ex_639489.htm (EX-31.2) — 8KB
• ex_639490.htm (EX-32.1) — 4KB
• ex_639495.htm (EX-32.2) — 4KB
• ad_logo1.jpg (GRAPHIC) — 4KB
• ad_sig1.jpg (GRAPHIC) — 3KB
• ivfh_logo1.jpg (GRAPHIC) — 4KB
• 0001185185-24-000295.txt (&nbsp;) — 11142KB
• ivfh-20231231.xsd (EX-101.SCH) — 102KB
• ivfh-20231231_cal.xml (EX-101.CAL) — 61KB
• ivfh-20231231_def.xml (EX-101.DEF) — 455KB
• ivfh-20231231_lab.xml (EX-101.LAB) — 736KB
• ivfh-20231231_pre.xml (EX-101.PRE) — 467KB
• innovfood20231231_10k_htm.xml (XML) — 1920KB

Business

Business 5 Item 1A.

Risk Factors

Risk Factors 8 Item 1B. Unresolved Staff Comments 16 Item 1C. Cybersecurity 16 Item 2.

Properties

Properties 16 Item 3.

Legal Proceedings

Legal Proceedings 17 Item 4. Mine Safety Disclosures 17 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 18 Item 6. Reserved 19 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 20 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk N/A Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 28 Reports of Independent Registered Public Accounting Firm (PCAOB ID Number 5036 ) 28 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 58 Item 9A.

Controls and Procedures

Controls and Procedures 58 Item 9B. Other Information 59 Item 9C. Disclosures Regarding Foreign Jurisdictions That Prevent Inspections 59 PART III Item 10. Directors, Executive Officers and Corporate Governance 60 Item 11.

Executive Compensation

Executive Compensation 65 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 70 Item 13. Certain Relationships and Related Transactions, and Director Independence 71 Item 14. Principal Accountant Fees and Services 71 PART IV Item 15. Exhibits 72

Signatures

Signatures 75 FORWARD LOOKING INFORMATION MAY PROVE INACCURATE This Annual Report on Form 10-K contains, or may contain, certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve significant risks and uncertainties. Such statements may include, without limitation, statements with respect to the Company's plans, objectives, projections, expectations and intentions and other statements identified by words such as "may," "will," "could," "would," "should," "believes," "expects," "anticipates," "estimates," "intends," "plans," "potential" or similar expressions. These statements are based upon the current beliefs and expectations of the Company's management and do not constitute guarantees of future performance. Actual results could differ materially from those contained in the forward-looking statements and are subject to significant risks and uncertainties, including those discussed under "Risk Factors," as well as those discussed elsewhere in this Form 10-K. Actual results may differ significantly from those set forth in the forward-looking statements. These forward-looking statements involve risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company's control). You are further cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Form 10-K or, in the case of documents referred to or incorporated by reference, the date of those documents. All subsequent written or oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this Form 10-K or to reflect the occu

Business

ITEM 1. Business Our History We were initially formed in June 1979 as Alpha Solarco Inc., a Colorado corporation. From June 1979 through February 2003, we were either inactive or involved in discontinued business ventures. We changed our name to Fiber Application Systems Technology, Ltd in February 2003. In January 2004, we changed our state of incorporation by merging into Innovative Food Holdings, Inc. ("IVFH"), a Florida corporation formed for that purpose. Our Operations Innovative Food Holdings (IVFH) builds dynamic scalable businesses by selling specialty foods that are difficult to find through traditional channels. Our expertise is forging close relationships with the producers, growers, makers and distributors of specialty products, then carefully selecting our suppliers based on their quality, uniqueness and reliability. The IVFH team is adept at evaluating and certifying the food safety and supply chain capabilities of small batch producers who don't typically sell through broad-based sales channels. We seek out the freshest, most unique, origin-specific gourmet cheese, meat, produce, and premium ingredients available, and distribute them directly from our robust network of vendors and warehouses within 24 – 72 hours of an order being placed. We also source, package, and brand a meaningful segment of these products ourselves, enabling us to better control the assortment, offer more flexibility and variety to our customers, and capture additional margin. We leverage this unique, premium assortment to serve the needs of Professional Chefs in settings such as restaurants, hotels, country clubs, national chain accounts, casinos, hospitals and catering houses. We provide these premium customers with products that can't typically be found through their broadline distributor's warehouse assortment. We distribute these products directly to Professional Chefs in Chicago through our subsidiary, Artisan Specialty Foods, Inc., and nationally through our e-co

Risk Factors

ITEM 1A. Risk Factors We face risks related to health epidemics and other widespread outbreaks of contagious disease, which could significantly disrupt our sales and supply chain and impact our operating results. Significant outbreaks of contagious diseases, and other adverse public health developments, could have a material impact on our business operations and operating results. In December 2019, a strain of novel coronavirus (COVID-19) causing respiratory illness and death emerged in the city of Wuhan in the Hubei province of China. The coronavirus was declared a global pandemic by the World Health Organization and spread throughout the world, including the United States, resulting in emergency measures such as travel bans, closure of retail stores, and restrictions on gatherings of more than a maximum number of people. Included in these emergency measures is the mandated full or partial closure of restaurants and other foodservice establishments across the United States. These foodservice establishments represent a significant portion of our revenues and their continued closure and/or operation with capacity limits would likely continue to have a detrimental effect on our business. We believe the risks associated with COVID-19 have significantly diminished during the year ended December 31, 2023. However, the risk of future contagious disease outbreaks remains a significant risk factor for us which could result in economic turmoil. Should a recession occur, either as a result of a pandemic, lack of stability, armed conflicts in various countries or for any other reason, we can expect that our sales, net income and cash flows will be negatively impacted. We Have a History of Losses Requiring Us to Seek Additional Sources of Capital. As of December 31, 2023, we had an accumulated deficit of $38,821,278. We cannot assure you that we can achieve profitability on a quarterly or annual basis in the future. If revenues grow more slowly than we anticipate, or if

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