34 unchanged sentences
The EBITDA based earnout shall be paid 37.5% in cash, 25% in IVFH shares valued at the time of the closing of this transaction and 37.5%, at Innovative Gourmet’s option, in IVFH shares valued at the time of the payment of the earnout or in cash.
−Removed: The additional purchase price consideration milestone for 2018 and 2019 were not met.
+Added: The additional purchase price consideration milestone for 2018 and 2019 and 2020 were not met.
In connection with the acquisition, 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.
17 unchanged sentences
The Company is evaluating its preliminary purchase price allocation.
−Removed: As a result, during the preliminary purchase price allocation period, which may be up to one year from the asset purchase date, we may record adjustments to the assets acquired.
Our Operations
−Removed: Our business is currently conducted by our wholly owned subsidiaries, some of which are non-operating, Artisan (“Artisan”), Food Innovations (“FII”), Food New Media Group, Inc.
−Removed: (“FNM”), Organic Food Brokers (“OFB”), Gourmet Food Service Group, Inc.
+Added: Our business is currently conducted by our wholly owned subsidiaries, some of which are non-operating, Artisan Specialty Foods, Inc.
+Added: (“Artisan”), Food Innovations, Inc.
+Added: (“FII”), Food New Media Group, Inc.
+Added: (“FNM”), Organic Food Brokers, LLC (“OFB”), Gourmet Food Service Group, Inc.
(“GFG”), Gourmet Foodservice Warehouse, Inc.
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(“Oasis”), 4 The Gourmet, Inc.
−Removed: (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”), M Innovations, LLC (“M Innovations”), Logistics Innovations, LLC (“L Innovations”), P Innovations, LLC, 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.
+Added: (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” or “Mouth”), 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.
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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.
−Removed: 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.
+Added: FII, through its relationship with the producers, growers, and makers of thousands of unique specialty foodservice products and through its relationship with US Foods, Inc.
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.
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In addition, igourmet.com offers a line of B2B specialty foodservice items.
−Removed: Products are primarily shipped directly from igourmet.com’s 67,000 square feet warehouse in Pennsylvania via igourmet.com owned trucks and via third party carrier directly to thousands of customers nationwide.
+Added: 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 (www.mouth.com) is an online retailer of specialty foods, monthly subscription boxes and curated gift boxes to thousands of consumers and corporate customers nationwide.
34 unchanged sentences
Relationship with U.S.
−Removed: We have historically sold the majority of our products, $33,076,220 and $30,386,189 for the years ended December 31, 2019 and 2018, respectively, and 57% of total sales in each of the years ended December 31, 2019 and 2018, through a distributor relationship between FII, one of our wholly-owned subsidiaries, and subsidiaries of U.S.
+Added: We have historically sold the majority of our products, $20,748,819 and $33,076,022, respectively, representing 40% and 57% of total sales, respectively, in each of the years ended December 31, 2020 and 2019, through a distributor relationship between FII, one of our wholly-owned subsidiaries, and subsidiaries of U.S.
Foods, a leading broadline distributor.
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Due to the COVID-19 outbreak in the United States the economic outlook for restaurant-based specialty food remains unclear.
−Removed: According to Technomic, despite their expressed excitement and love for restaurants and the experience they provide, consumers report a growing reluctance to quickly return to normal restaurant behaviors.
+Added: According to Technomic, a leading foodservice research provider, despite their expressed excitement and love for restaurants and the experience they provide, consumers report a growing reluctance to quickly return to normal restaurant behaviors.
In addition, according to Technomic, food establishment operators are also showing drops in optimism about the pace of reopening.
−Removed: Despite potentially experiencing the bottom of the sales drop, many operators are reporting that they do not expect a quick recovery and expect a prolonged ramp-up period and Technomic is estimating that U.S.
−Removed: restaurant industry sales will decline in 2020 by 11-27% depending on the length of the shutdown and any subsequent recession.
+Added: Despite potentially experiencing the bottom of the sales drop, many operators are reporting that they do not expect a quick recovery and expect a prolonged ramp-up period and Technomic is estimating that despite the significant decline in 2020 US restaurant sales, the U.S.
+Added: restaurant industry sales will grow by 21% in 2021 depending on the length of the shutdown and any subsequent recession.
Credit Suisse Group estimates that 80% of U.S.
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Yet while those changes have increased adoption of online ordering, COVID-19 has caused another step change in the way consumers shop.
−Removed: Prior to the onset of the COVID-19 outbreak, industry trends were very favorable towards market acceptance and continued growth of specialty food brands, which was a trend that bode well for us and our products.
−Removed: For our continued growth within the specialty food space, we intend to focus our efforts in demand driven active sales channels and leverage our ability to offer our products across multiple selling channels including to professional chefs within the restaurant channel as well as directly to consumer at home via ecommerce.
+Added: Prior to the onset of the COVID-19 outbreak, industry trends were very favorable towards market acceptance and continued growth of specialty food brands, which was a trend that boded well for us and our products.
+Added: To drive growth within the specialty food space, we intend to focus our efforts in demand driven active sales channels and leverage our ability to offer our products across multiple selling channels including to professional chefs within the restaurant channel as well as directly to consumer at home via ecommerce.
We expect to continue offering unique and premium quality products as well as new product introduction and innovation to our customers and potential customers.
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No assurance can be given that we will be able to identify and successfully conclude negotiations with any potential target.
−Removed: While we face intense competition in the marketing of our products and services, it is our belief that there are few companies, that offers such a broad range of customer service oriented, quality, chef driven products and specialty gourmet products, for delivery from same day to 72 hours.
+Added: While we face intense competition in the marketing of our products and services, it is our belief that there are few companies offering such a broad range of customer service oriented, quality, chef driven products and specialty gourmet products, for delivery from same day to 72 hours.
Our primary competition is from local purveyors that supply a limited local market and have a limited range of products and from the other specialty gourmet distributors and specialty food retail stores or ecommerce stores, and from the national, regional or local expansion of specialty and non-specialty food distributers and food stores and food focused ecommerce sites.
3 unchanged sentences
The Company carries an Auto Policy with non-owned automobile bodily injury and property damage coverage with a limit of $1,000,000 for all entities.
−Removed: The Company also carries an Umbrella policy of up to $14,000,000 which covers all entities.
−Removed: The Company carries a Cyber policy of up to $2,000,000 which covers all entities.
−Removed: The Company carries a Commercial Property Policy, for its buildings in PA and FL, with a limit of up to $10,000,000 per occurrence.
+Added: The Company also carries an Umbrella policy of up to $14,000,000 which covers all entities, along with two excess umbrella policies that sit over the BOP and Umbrella policies.
+Added: The excess umbrella policies have limits of $5,000,000 and $6,000,000.
+Added: The Company carries a Cyber policy of up to $2,000,000 which insures the Company and its subsidiaries.
+Added: The Company carries two Commercial Property Policies, for its buildings in PA and FL, with a limit of up to $12,490,000 for PA and a limit of up to $1,595,000 for FL .
Such insurance may not be sufficient to cover all potential claims against us and additional insurance may not be available in the future at a reasonable price.
3 unchanged sentences
Any changes in the government regulation of delivering of fresh food products that hinders our current ability and/or cost to deliver fresh products, could adversely impact our net revenues and gross margins and, therefore, our profitability and cash flows could also be adversely affected.
−Removed: We currently employ 136 full-time employees, including 8 chefs and 1 executive officer.
+Added: We currently employ 129 full-time employees, including 8 chefs and 2 executive officers.
We believe that our relations with our employees are satisfactory.
2 unchanged sentences
Transactions with a major customer and related economic dependence information is set forth (1) following our discussion of Liquidity and Capital Resources, (2) Under the heading Major Customer in Note 19 to the Consolidated Financial Statements, (3) in Business – Relationship with U.S.
−Removed: Foods, (4) as the second item under Risk Factors.
+Added: Foods, (4) as the third item under Risk Factors.
How to Contact Us
4 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.