Innovative Food Holdings Announces the Sale of The Fresh Diet

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BONITA SPRINGS, FL–(Marketwired – Mar 1, 2016) –  Innovative Food Holdings Inc. (OTCQB: IVFH), an industry-leading specialty food platform, has announced the sale of its wholly-owned subsidiary, The Fresh Diet, Inc., to New Fresh LLC, which is backed by an investor group led by Fresh Diet founder Zalmi Duchman.

In the transaction, which closed on February 23, 2016, New Fresh LLC acquired 90% of the outstanding shares of The Fresh Diet from Innovative Food Holdings with Innovative Food Holdings retaining a 10% position in The Fresh Diet.

Under the terms of the transaction, Innovative Food Holdings agreed to restructure its loans to The Fresh Diet so that the loans are due in 5 years (unless earlier converted or otherwise accelerated) and payable under certain scenarios in either cash or stock of The Fresh Diet.

As a result of the transaction, The Fresh Diet’s financial results will be deconsolidated with Innovative Food Holdings and a onetime non-cash charge, including the write-down of goodwill associated with The Fresh Diet, will be taken in the 4th quarter of 2015. In addition, the value of Innovative Food Holdings’ ten percent equity position in The Fresh Diet, and the value of the notes owed to it by The Fresh Diet will be carried on Innovative Food Holdings’ balance sheet as an asset, at fair market value.

Sam Klepfish, CEO of Innovative Food Holdings, commented, “While we continue to believe that The Fresh Diet represents a unique platform within the fresh food space, it became abundantly clear that, due to a variety of factors, including several key capital markets considerations, The Fresh Diet’s optimal route to growth and success was through a new ownership structure. Prior to entering into the transaction with New Fresh LLC, we evaluated numerous options with respect to The Fresh Diet, including discussions with several potential buyers for The Fresh Diet and ultimately we believe that the sale to New Fresh LLC provides the best opportunity for The Fresh Diet to succeed and to provide potential value to Innovative Food Holdings’ shareholders. We at Innovative Food Holdings wish Mr. Duchman and his team at New Fresh LLC well as they start a new chapter at The Fresh Diet.”

Mr. Klepfish continued, “We now enter a new chapter for Innovative Food Holdings. We strongly believe in the strength of our core specialty food business which continues to set record sales and continues to drive bottom line growth. We have a great team of foodservice professionals on the specialty food side of the business who have continued to execute flawlessly over the last several years, including, specifically the last 18 months. We are focused on growing the business even further and to providing value for Innovative Food Holdings’ shareholders. In addition, we are pleased to announce that we had record revenues from our core chef business in FY 2015.”

Mr. Klepfish concluded, “We continue to believe that our shares are undervalued, therefore, as previously disclosed, we have allocated up to $1 million for a stock repurchase program. We intend to begin implementing this buyback upon reporting our FY 2015 financial information at the end of March, and throughout 2016 as market conditions permit.”

About Innovative Food Holdings, Inc.
Innovative Food Holdings’ (OTCQB: IVFH) industry-leading specialty food platforms in the foodservice market provides chefs across the United States direct access to the highest quality specialty food products.
In the direct-to-chef specialty foodservice market, Innovative Food Holdings’ fully automated direct-to-chef platform offers efficient, cost effective, and transparent direct sourcing and distribution of over 7,000 specialty foods, which are delivered daily to thousands of chefs nationwide. To learn more about Innovative Food Holdings, visit

Important Cautions Regarding Forward-Looking Statements

This release contains certain forward-looking statements and information relating to Innovative Food Holdings, Inc. (the “Company”) that are based on the current beliefs of the Company’s management, as well as assumptions made by, and information currently available to, the Company. Such statements reflect the current views of the Company with respect to future events and are subject to certain assumptions, including those described in this release. Should one or more of these underlying assumptions prove incorrect, actual results may vary materially from those described herein as “should,” “could,” “anticipate,” “believe,” “intend,” “plan,” “might,” “potentially” or “expect.” The Company does not intend to update these forward-looking statements. Information about third parties was supplied to the Company by third parties and we accept no responsibility for its accuracy.

Pro Forma
De-consolidation Cash EBITDA
Nine Months Ended
Sept 30 2015
Net Income (Loss) (163,842)
Equity related expenses (1) 1,729,293
Interest on Notes Payable 47,146
Depreciation & amortization of certain assets (2) 273,671
Amortization of discounts(3) 396,678
Cash EBITDA * 2,282,946

(1) Includes non cash equity related compensation and expenses
(2) Includes amortization of certain intangibles
(3) Includes non cash amortization charges mainly associated with the GAAP recording of the discount on certain notes
* does not include any adjustments for one time charges and expenses related to Fresh Diet activity by Innovative Food Holdings



Ronit Wallerstein

Investor Relations Analyst

(718) 645-1755

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