Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 13, 2020 | Jun. 28, 2019 | |
Document Information [Line Items] | |||
Entity Registrant Name | HF Foods Group Inc. | ||
Entity Central Index Key | 0001680873 | ||
Trading Symbol | hffg | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Small Business | false | ||
Entity Interactive Data Current | Yes | ||
Entity Common Stock, Shares Outstanding (in shares) | 52,145,096 | ||
Entity Public Float | $ 771,650,187 | ||
Entity Shell Company | false | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | |
CURRENT ASSETS: | |||
Cash | $ 14,538,286 | $ 5,489,404 | |
Accounts receivable, net | 50,027,134 | 14,406,476 | |
Accounts receivable - related parties, net | 4,202,870 | 2,292,151 | |
Inventories, net | 77,531,854 | 22,175,769 | |
Advances to suppliers - related parties, net | 745,135 | 1,526,482 | |
Notes receivable | 3,803,826 | ||
Notes receivable - related parties, current | 8,117,686 | ||
Other current assets | 4,374,338 | 1,230,970 | |
TOTAL CURRENT ASSETS | 151,419,617 | 59,042,764 | |
Property and equipment, net | 37,538,147 | 22,650,021 | |
Security deposits-related parties | 591,380 | ||
Long-term notes receivable - related parties | 423,263 | ||
Operating lease right-of-use assets | 17,155,584 | ||
Long-term investments | 2,296,276 | ||
Intangible assets, net | 186,687,950 | ||
Goodwill | 406,703,348 | [1] | |
Deferred tax assets | 78,993 | 117,933 | |
Other long-term assets | 372,499 | 242,426 | |
TOTAL ASSETS | 802,843,794 | 82,476,407 | |
CURRENT LIABILITIES: | |||
Bank overdraft | 14,952,510 | ||
Lines of credit | 41,268,554 | 8,194,146 | |
Accounts payable | 39,689,911 | 17,474,206 | |
Accounts payable - related parties | 4,521,356 | 3,923,120 | |
Accrued expenses and other payables | 2,683,696 | 2,376,498 | |
Current portion of long-term debt, net | 2,726,981 | 1,455,441 | |
Current portion of obligations under finance leases | 280,243 | 164,894 | |
Current portion of obligations under operating leases | 4,322,503 | ||
TOTAL CURRENT LIABILITIES | 110,445,754 | 33,588,305 | |
Long-term debt, net | 18,535,016 | 13,109,854 | |
Obligations under finance leases, non-current | 1,053,166 | 120,705 | |
Obligations under operating leases, non-current | 12,833,081 | ||
Deferred tax liabilities | 52,320,045 | 1,196,061 | |
TOTAL LIABILITIES | 195,187,062 | 48,014,925 | |
SHAREHOLDERS’ EQUITY: | |||
Preferred Stock, $0.0001 par value, 1,000,000 shares authorized, no shares issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | |||
Common Stock, $0.0001 par value, 100,000,000 shares authorized, 53,050,211 shares issued, and 52,145,096 shares outstanding as of December 31, 2019, and 30,000,000 shares authorized, 22,167,486 shares issued and outstanding as of December 31, 2018 | 5,305 | 2,217 | |
Treasury Stock, at cost, 905,115 shares as of December 31, 2019, and - 0 - shares at December 31, 2018 | (12,038,030) | ||
Additional paid-in capital | 599,617,009 | 22,920,603 | |
Retained earnings | 15,823,661 | 10,433,984 | |
Total shareholders’ equity attributable to HF Foods Group, Inc. | 603,407,945 | 33,356,804 | |
Noncontrolling interest | 4,248,787 | 1,104,678 | |
TOTAL SHAREHOLDERS’ EQUITY | 607,656,732 | 34,461,482 | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 802,843,794 | $ 82,476,407 | |
[1] | There are no accumulated impairment losses. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred Stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred Stock, authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred Stock, issued (in shares) | 0 | 0 |
Preferred Stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 30,000,000 |
Common stock, shares issued (in shares) | 53,050,211 | 22,167,486 |
Common stock, shares outstanding (in shares) | 52,145,096 | 22,167,486 |
Treasury stock, shares (in shares) | 905,115 | 0 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | $ 388,162,281 | $ 291,006,698 |
Cost of revenue | 324,953,758 | 241,441,149 |
GROSS PROFIT | 63,208,523 | 49,565,549 |
DISTRIBUTION, SELLING AND ADMINISTRATIVE EXPENSES | 54,931,157 | 41,039,438 |
INCOME FROM OPERATIONS | 8,277,366 | 8,526,111 |
Other Income (Expenses) | ||
Interest income | 418,530 | 493,358 |
Interest expense and bank charges | (1,661,454) | (1,372,508) |
Other income | 532,336 | 671,389 |
Total Other Income (Expenses), net | (184,988) | 317,839 |
INCOME BEFORE INCOME TAX PROVISION | 8,092,378 | 8,843,950 |
PROVISION FOR INCOME TAXES | 2,197,092 | 2,490,255 |
NET INCOME | 5,895,286 | 6,353,695 |
Less: net income attributable to noncontrolling interest | 505,609 | 67,240 |
NET INCOME ATTRIBUTABLE TO HF FOODS GROUP INC. | $ 5,389,677 | $ 6,286,455 |
Earnings per common share – basic and diluted (in dollars per share) | $ 0.22 | $ 0.30 |
Weighted average shares – basic and diluted (in shares) | 27,113,288 | 20,991,004 |
Third Parties [Member] | ||
Revenue | $ 368,809,865 | $ 272,859,695 |
Cost of revenue | 306,370,972 | 223,694,206 |
Related Parties [Member] | ||
Revenue | 19,352,416 | 18,147,003 |
Cost of revenue | 18,582,786 | 17,746,943 |
Other Income (Expenses) | ||
Rental income – related parties | $ 525,600 | $ 525,600 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net Income | $ 5,895,286 | $ 6,353,695 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization expense | 6,754,508 | 2,134,832 |
Gain from disposal of equipment | 65,624 | |
Allowance for doubtful accounts | 72,359 | 90,996 |
Allowance for inventory | (16,928) | |
Deferred tax expenses (benefit) | (250,705) | 641,916 |
(Income) from equity method investment | (6,886) | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (4,758,186) | 203,381 |
Accounts receivable - related parties, net | 1,483,211 | (705,731) |
Inventories | 1,112,728 | 493,456 |
Advances to suppliers - related parties, net | 781,347 | 1,721,827 |
Other current assets | (271,098) | (513,940) |
Other long-term assets | 142,426 | 1,193,186 |
Accounts payable | (2,668,541) | 198,721 |
Accounts payable - related parties | (929,903) | (152,807) |
Operating lease liabilities | (1,601,678) | |
Income tax payable | (453,492) | |
Accrued expenses and other payables | (1,137,036) | 747,426 |
Net cash provided by operating activities | 4,666,528 | 11,953,466 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (4,835,929) | (3,075,385) |
Proceeds from disposal of equipment | 286,831 | |
Cash received from long-term notes receivable | 290,071 | |
Cash paid for issuance of long-term notes receivable | (108,750) | (3,039,333) |
Cash received from long-term notes receivable to related parties | 386,358 | |
Cash paid for issuance of long-term notes receivable to related parties | (260,933) | (1,680,893) |
Net cash provided by (used in) investing activities | 2,775,115 | (6,365,313) |
Cash flows from financing activities: | ||
Proceeds from bank overdraft | 2,870,416 | |
Proceeds from lines of credit | 144,045,699 | 3,900,000 |
Repayment of lines of credit | (146,661,467) | (7,600,000) |
Proceeds from long-term debt | 8,378,467 | 2,250,350 |
Repayment of long-term debt | (6,338,525) | (3,119,747) |
Repayment of obligations under finance leases | (384,851) | (453,951) |
Cash distribution paid to shareholders | (302,500) | (1,161,445) |
Net cash provided by (used in) financing activities | 1,607,239 | (6,184,793) |
Net increase (decrease) in cash | 9,048,882 | (596,640) |
Cash at beginning of the year | 5,489,404 | 6,086,044 |
Cash at end of the year | 14,538,286 | 5,489,404 |
Atlantic [Member] | ||
Cash flows from investing activities: | ||
Cash received from business combination | 1,430,298 | |
B & R [Member] | ||
Cash flows from investing activities: | ||
Cash received from business combination | $ 7,017,467 |
Consolidated Statements of Chan
Consolidated Statements of Changes In Shareholders' Equity - USD ($) | Common Stock Outstanding [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Parent [Member] | Noncontrolling Interest [Member] | Total |
Balance (in shares) at Dec. 31, 2017 | 19,969,831 | ||||||
Balance at Dec. 31, 2017 | $ 1,997 | $ 21,549,703 | $ 4,255,213 | $ 25,806,913 | $ 1,091,199 | $ 26,898,112 | |
Acquisitions (in shares) | 2,197,655 | ||||||
Acquisitions | $ 220 | 1,370,900 | 1,371,120 | 1,371,120 | |||
Net Income | 6,286,455 | 6,286,455 | 67,240 | 6,353,695 | |||
Distribution to shareholders | (107,684) | (107,684) | (53,761) | (161,445) | |||
Balance (in shares) at Dec. 31, 2018 | 22,167,486 | ||||||
Balance at Dec. 31, 2018 | $ 2,217 | 22,920,603 | 10,433,984 | 33,356,804 | 1,104,678 | 34,461,482 | |
Acquisitions (in shares) | 30,700,000 | ||||||
Acquisitions | $ 3,070 | 576,696,424 | 576,699,494 | 2,941,000 | 579,640,494 | ||
Net Income | 5,389,677 | 5,389,677 | 505,609 | 5,895,286 | |||
Distribution to shareholders | (302,500) | (302,500) | |||||
Exercise of Stock Options (in shares) | 182,725 | ||||||
Exercise of Stock Options | $ 18 | (18) | |||||
Exercise of Stock Options, adjustment | |||||||
Buyback of common stock from a shareholder in exchange for notes receivable (in shares) | (905,115) | ||||||
Buyback of common stock from a shareholder in exchange for notes receivable | (12,038,030) | (12,038,030) | (12,038,030) | ||||
Balance (in shares) at Dec. 31, 2019 | 52,145,096 | ||||||
Balance at Dec. 31, 2019 | $ 5,305 | $ (12,038,030) | $ 599,617,009 | $ 15,823,661 | $ 603,407,945 | $ 4,248,787 | $ 607,656,732 |
Note 1 - Organization and Busin
Note 1 - Organization and Business Description | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1 ORGANIZATION AND BUSINESS DESCRIPTION Organization and General HF Foods Group Inc. (“HF Group”, or the “Company”) markets and distributes fresh produces, frozen and dry food, and non- food products to primarily Asian restaurants and other foodservice customers throughout the Southeast, Pacific and Mountain West regions region of the United States. The Company was originally incorporated in Delaware on May 19, 2016 one Reorganization of HF Holding HF Group Holding Corporation (“HF Holding”) was incorporated in the State of North Carolina on October 11, 2017. January 1, 2018, 11 ● Han Feng, Inc. (“Han Feng”) ● Truse Trucking, Inc. (“TT”) ● Morning First Delivery, Inc. (“MFD”) ● R&N Holdings, LLC (“R&N Holdings”) ● R&N Lexington, LLC (“R&N Lexington”) ● Kirnsway Manufacturing Inc. (“Kirnsway”) ● Chinesetg, Inc. (“Chinesetg”) ● New Southern Food Distributors, Inc. (“NSF”) ● B&B Trucking Services, Inc. (“BB”) ● Kirnland Food Distribution, Inc. (“Kirnland”) ● HG Realty LLC (“HG Realty”) In accordance with Accounting Standards Codification (“ASC”) 805 50 25, 11 January 1, 2018. 805 50 45 5 In accordance with ASC 805 50 30 5, The following table summarizes the entities under HF Foods Group Inc. after the above-mentioned reorganization: Name Date of incorporation State of incorporation Percentage of legal ownership by HF Group Principal activities Parent: HF Holding October 11, 2017 North Carolina 100% Holding Company Subsidiaries: Han Feng January 14, 1997 North Carolina 100% Distributing food and related products TT August 6, 2002 North Carolina 100% Trucking service MFD April 15, 1999 North Carolina 100% Trucking service R&N Holdings November 21, 2002 North Carolina 100% Real estate holding R&N Lexington May 27, 2010 North Carolina 100% Real estate holding R&N Charlotte June xx, 2019 North Carolina 100% Real estate holding Kirnsway May 24, 2006 North Carolina 100% Design and printing services Chinesetg July 12, 2011 North Carolina 100% Design and printing services NSF December 17, 2008 Florida 100% Distributing food and related products BB September 12, 2001 Florida 100% Trucking service Kirnland April 11, 2006 Georgia 66.7% Distributing food and related products HG Realty May 11, 2012 Georgia 100% Real estate holding Reverse Acquisition of HF Holding Effective August 22, 2018, March 28, 2018, At closing on August 22, 2018, 19,969,831 88.5% 11.5% Following the consummation of the Atlantic Transactions on August 22, 2018, 22,167,486 19,969,831 400,000 one 10,000 one 2,587,655 The Atlantic Acquisition was treated as a reverse acquisition under the acquisition method of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). For accounting purposes, HF Holding was considered to be acquiring Atlantic in this transaction. Therefore, the aggregate consideration paid in connection with the business combination was allocated to Atlantic’s tangible and intangible assets and liabilities based on their fair market values. The assets and liabilities and results of operations of Atlantic were consolidated into the results of operations of HF Holding as of the completion of the business combination. Business Combination with B&R Global Effective November 4, 2019, June 21, 2019, 100% 30,700,000 $576,699,494 Founded in 1999, 6,800 11 14 nine 340 960 two 10,000 21 The following table summarizes the entities under B&R Global in the Business Combination: Name Date of formation / incorporation Place of formation / incorporation Percentage of legal ownership by B&R Global Principal activities Parent: B&R Global January 3, 2014 Delaware, USA — Holding Company Subsidiaries: Rongcheng Trading, LLC (“RC”) January 31, 2006 California, USA 100% Food distribution Capital Trading, LLC (“UT”) March 10, 2003 Utah, USA 100% Food distribution Win Woo Trading, LLC (‘WW”) January 23, 2004 California, USA 100% Food distribution Mountain Food, LLC (“MF”) May 2, 2006 Colorado, USA 100% Food distribution R & C Trading L.L.C. (“RNC”) November 26, 2007 Arizona, USA 100% Food distribution Great Wall Seafood LA, LLC (“GW”) March 7, 2014 California, USA 100% Food distribution B&L Trading, LLC (“BNL”) July 18, 2013 Washington, USA 100% Food distribution Min Food, Inc. (“MIN”) May 29, 2014 California, USA 60.25% Food distribution B&R Group Logistics Holding, LLC (“BRGL”) July 17, 2014 Delaware, USA 100% Food distribution Ocean West Food Services, LLC (“OW”) December 22, 2011 California, USA 67.5% Food distribution Monterey Food Service, LLC (“MS”) September 14, 2017 California, USA 65% Food distribution Irwindale Poultry, LLC (“IP”) December 27, 2017 California, USA 100% Poultry processing Best Choice Trucking, LLC (“BCT”) January 1, 2011 California, USA 100% Logistics solutions KYL Group, Inc. (“KYL”) April 18, 2014 Nevada, USA 100% Logistics solutions American Fortune Foods Inc. (“AF”) February 19, 2014 California, USA 100% Logistics solutions and importer Happy FM Group, Inc. (“HFM”) April 9, 2014 California, USA 100% Logistics solutions GM Food Supplies, Inc. (“GM”) March 22, 2016 California, USA 100% Logistics solutions Lin’s Distribution, Inc., Inc. (“LIN”) February2, 2010 Utah, USA 100% Logistics solutions Lin’s Farms, LLC (“LNF”) July 2, 2014 Utah, USA 100% Poultry processing New Berry Trading, LLC (“NBT”) September 5, 2012 California, USA 100% Logistics solutions Hayward Trucking, Inc. (“HRT”) September 5, 2012 California, USA 100% Logistics solutions Fuso Trucking Corp. (“FUSO”) January 20, 2015 California, USA VIE* Logistics solutions Yi Z Service LLC (“YZ”) October2, 2017 California, USA 100% Logistics solutions Golden Well Inc. (“GWT”) November 8, 2011 California, USA 100% Logistics solutions Kami Trading Inc. (“KAMI”) November 20, 2013 California, USA 100% Importer Royal Trucking Services, Inc. (“RTS”) May 19, 2015 Washington, USA 100% Logistics solutions Royal Service Inc. (“RS”) December 29, 2014 Oregon, USA 100% Logistics solutions MF Food Services Inc. (“MFS”) December 21, 2017 California, USA 100% Logistics solutions *At the acquisition date and as of December 31, 2019, |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | NOTE 2 Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP. The consolidated financial statements include the financial statements of HF Group, its subsidiaries and the VIE. The VIE has been accounted for at historical cost and prepared on the basis as if common control had been established as of the beginning of the first U.S. GAAP provides guidance on the identification of VIE and financial reporting for entities over which control is achieved through means other than voting interests. The Company evaluates each of its interests in an entity to determine whether or not 1 2 As of December 31, 2019 2018, The carrying amounts of the assets, liabilities, the results of operations and cash flows of the VIE is included in the Company’s consolidated balance sheets, statements of income and statements of cash flows are as follows: December 31, 2019 December 31, 2018 Current assets $ 158,184 $ - Non-current assets 301,803 - Total assets $ 459,987 $ - Current liabilities $ 805,666 $ - Non-current liabilities 69,321 - Total liabilities $ 874,987 $ - For the year ended December 31 2019 2018 Net revenue $ 420,163 $ - Net income $ 68,449 $ - For the year ended December 31 2019 2018 Net cash provided by operating activities $ 201,885 $ - Net cash used in financing activities (207,159 ) - Net decrease in cash and cash equivalents $ (5,274 ) $ - Noncontrolling Interests U.S. GAAP requires that noncontrolling interests in subsidiaries and affiliates be reported in the equity section of a company’s balance sheet. In addition, the amounts attributable to the net income (loss) of those subsidiaries are reported separately in the consolidated statements of income. As of December 31, 2019 2018, Name of Entity Percentage of Ownership of noncontrolling interest December 31, 2019 December 31, 2018 Kirnland 33.30 % 1,292,623 1,104,678 OW 32.50 % 1,600,058 - MS 35.00 % 459,126 - MIN 39.70 % 896,980 - Total 4,248,787 1,104,678 Uses of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during each reporting period. Actual results could differ from those estimates. Significant accounting estimates reflected in the Company’s consolidated financial statements include, but are not Cash and Cash Equivalents The Company considers all highly liquid investments purchased with a maturity of three December 31, 2019 2018, no Accounts Receivable Accounts receivable represent amounts due from customers in the ordinary course of business and are recorded at the invoiced amount and do not December 31, 2019 2018, $623,970 $658,104, Inventories The Company’s inventories, consisting mainly of food and other food service-related products, are primarily considered as finished goods. Inventory costs, including the purchase price of the product and freight charges to deliver it to the Company’s warehouses, are net of certain cash or non-cash consideration received from vendors. The Company assesses the need for valuation allowances for slow-moving, excess and obsolete inventories by estimating the net recoverable value of such goods based upon inventory category, inventory age, specifically identified items, and overall economic conditions. Inventories are stated at the lower of cost or net realizable value using the first first December 31, 2019 2018, $16,928 nil, Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Following are the estimated useful lives of the Company’s property and equipment: Estimated useful lives (years) Buildings and improvements 7 - 39 Machinery and equipment 3 - 15 Motor vehicles 5 - 7 Repair and maintenance costs are charged to expense as incurred, whereas the cost of renewals and betterment that extends the useful lives of property, plant and equipment are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the cost and accumulated depreciation from the asset and accumulated depreciation accounts with any resulting gain or loss reflected in the consolidated statements of income in other income or expenses. Business Combinations The Company accounts for its business combinations using the purchase method of accounting in accordance with ASC 805 805” Business Combinations The Company estimates the fair value of assets acquired and liabilities assumed in a business combination. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, its estimates are inherently uncertain and subject to refinement. Significant estimates in valuing certain intangible assets include, but are not may one Transaction costs associated with business combinations are expensed as incurred, and are included in general and administrative expenses in the Company’s consolidated statements of income. The results of operations of the businesses that HF Group acquired are included in the Company’s consolidated financial statements from the date of acquisition. Goodwill The Company early adopted ASU No. 2017 04, 350 2 not Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. The Company tests goodwill for impairment at least annually, in the fourth The Company reviews the carrying values of goodwill and identifiable intangibles whenever events or changes in circumstances indicate that such carrying values may not 350, Intangibles — Goodwill and Other first not not not Intangible Assets Intangible assets are carried at cost and amortized on a straight-line basis over their estimated useful lives. The Company determines the appropriate useful life of its intangible assets by measuring the expected cash flows of acquired assets. The estimated useful lives of intangible assets are as follows: Estimated useful lives (years) Tradenames 10 Customer relationships 20 Long term investments The Company’s investments in unconsolidated entities consist of equity investments without readily determinable fair value. The Company follows ASC 321, not not 820, Investments in entities in which the Company can exercise significant influence but does not 323 323” not not 350. 323. The Company did not December 31, 2019 2018. Impairment of Long-lived Assets other than goodwill The Company assesses its long-lived assets such as property and equipment for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not may not December 31, 2019 2018. Revenue Recognition The Company recognizes revenue from the sale of products when title and risk of loss passes and the customer accepts the goods, which occurs at delivery. Sales taxes invoiced to customers and remitted to government authorities are excluded from net sales. On January 1, 2018 2014 09 606 not January 1, 2018. 606 not The core principle underlying the revenue recognition ASU is that the Company will recognize revenue to represent the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This will require the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. The majority of the Company’s contracts have one not not The contract assets and contract liabilities are recorded on the consolidated balance sheets as accounts receivable and advance payments from customers as of December 31, 2019 2018. December 31, 2019 2018, Revenue expected to be recognized in any future periods related to remaining performance obligations is insignificant. The following table summarizes disaggregated revenue from contracts with customers by geographic locations: For the Years Ended December 31, 2019 December 31, 2018 North Carolina $ 145,756,172 $ 138,790,263 Florida 91,173,814 88,670,044 Georgia 65,173,052 63,546,391 Arizona 7,196,217 - California 54,877,209 - Colorado 6,658,931 - Utah 8,249,684 - Washington 9,077,202 - Total $ 388,162,281 $ 291,006,698 Shipping and Handling Costs Shipping and handling costs, which include costs related to the selection of products and their delivery to customers, are presented in distribution, selling and administrative expenses. Shipping and handling costs were $4,443,967 $5,205,673 December 31, 2019 2018, Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not The Company records uncertain tax positions in accordance with ASC 740 two 1 not 2 not 50 not December 31, 2019 2018. Leases On January 1, 2019, 2016 02. 842, not 1 2 3 not The adoption of Topic 842 $21.2 January 1, 2019. 11 The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of obligations under operating leases, and obligations under operating leases, non-current on the Company’s consolidated balance sheets. Finance leases are included in property and equipment, net, current portion of finance lease liabilities, and finance lease liabilities, non-current on the consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company’s leases do not may Earnings Per Share The Company computes earnings per share (“EPS”) in accordance with ASC 260, 260” 260 no December 31, 2019 2018. Fair Value of Financial Instruments The Company follows the provisions of FASB ASC 820, 820 Level 1 Level 2 not Level 3 The carrying amounts reported in the balance sheets for cash, accounts receivable, advances to suppliers, notes receivable - current, other current assets, accounts payable, bank overdraft, income tax payable, advances from customers, current portion of long-term debt, current portion of obligations under capital and operating leases, and accrued expenses and other liabilities approximate their fair value based on the short-term maturity of these instruments. Concentrations and Credit Risk Credit risk Accounts receivable are typically unsecured and derived from revenue earned from customers, and thereby exposed to credit risk. The risk is mitigated by the Company’s assessment of its customers’ creditworthiness and its ongoing monitoring of outstanding balances. Concentration risk There were no one 10% December 31, 2019 2018. For the years ended December 31, 2019 2018, no 10% December 31, 2019, two 34% 15% two 70% 30% December 31, 2018, three 55%, 18% 12% three 65%, 22% 14% Recent Accounting Pronouncements In June 2016, 2016 13, 326 2016 13” 2016 13 16 13 November 2019 326, December 15, 2019, not In August 2018, 2018 13, 820 2018 13” 2018 13 820 2018 13 3 2018 13 January 1, 2020. 2018 13 In December 2019, No. 2019 12, 740 2019 12” 2019 12 740 December 15, 2020, not |
Note 3 - Accounts Receivable, N
Note 3 - Accounts Receivable, Net | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Financing Receivables [Text Block] | NOTE 3 Accounts receivable consisted of the following: As of 2019 As of 2018 Accounts receivable $ 50,651,104 $ 15,064,580 Less: allowance for doubtful accounts (623,970 ) (658,104 ) Accounts receivable, net $ 50,027,134 $ 14,406,476 Movement of allowance for doubtful accounts is as follows: For the Years Ended December 31, 2019 December 31, 2018 Beginning balance $ 658,104 $ 567,108 Provision for doubtful accounts (4,515 ) 119,329 Less: write off/recovery (29,619 ) (28,333 ) Ending balance $ 623,970 $ 658,104 |
Note 4 - Notes Receivable
Note 4 - Notes Receivable | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | NOTE 4 On September 30, 2018, $4,000,000 5% September 30, 2019, $3,622,505 272,369 September 30, 2019. 89,882 one 250 $13.30. |
Note 5 - Long-term Investments
Note 5 - Long-term Investments | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Equity Method Investments and Joint Ventures Disclosure [Text Block] | NOTE 5 Long term investments consisted of the following: Ownership as of December 31, 2019 As of As of Pt. Tamron Akuatik Produk Industri 12% $ 1,800,000 $ - Asahi Food, Inc. 49% 496,276 - Long term investments $ 2,296,276 $ - The investment in Pt. Tamron Akuatik Produk Industri is accounted for using the measurement alternative under ASC321, not no December 31, 2019 2018 |
Note 6 - Property and Equipment
Note 6 - Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 6 Property and equipment, net consisted of the following: As of 2019 As of 2018 Land $ 2,010,253 $ 1,608,647 Buildings and improvements 26,903,528 18,784,628 Machinery and equipment 13,412,961 10,160,205 Motor vehicles 23,841,730 10,267,095 Subtotal 66,168,472 40,820,575 Less: accumulated depreciation (28,630,325 ) (18,170,554 ) Property and equipment, net $ 37,538,147 $ 22,650,021 Depreciation expense was $3,251,162 $2,134,832 December 31, 2019 2018, |
Note 7 - Business Combination W
Note 7 - Business Combination With B&R Global | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | NOTE 7 Effective November 4, 2019, 100% 30,700,000 no $576,699,494 The information included herein has been prepared based on the allocation of the purchase price using estimates of the fair value of assets acquired and liabilities assumed which were determined with the assistance of independent valuations using quoted market prices, discounted cash flow, and estimates made by management. The purchase price allocation is subject to further adjustment until all pertinent information regarding the assets and liabilities acquired are fully evaluated by the Company, not one 805, The following table presents the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition: Cash $ 7,017,467 Accounts receivable, net 30,934,831 Accounts receivable - related parties, net 3,393,930 Inventories, net 56,451,885 Other current assets 2,332,063 Other current assets - related parties 498,211 Advances to suppliers, net 97,964 Property and equipment, net 11,042,601 Deposit 281,282 Deposit – related parties 591,380 Long-term investments 2,289,389 Right-of-use assets 17,791,681 TANGIBLE ASSETS ACQUIRED 132,722,684 Lines of credit $ 35,567,911 Accounts payable 24,884,247 Accounts payable - related parties 1,528,139 Bank overdraft 12,082,094 Accrued expenses 778,779 Other payables 185,938 Other payables – related party 733,448 Customer deposits 38,510 Long-term debt 3,284,159 Lease liabilities 17,791,680 Deferred tax liabilities arising from acquired intangible assets 51,413,633 TANGIBLE LIABILITIES ASSUMED 148,288,538 NET TANGIBLE LIABILITIES ASSUMED (15,565,854 ) Identifiable intangible assets 188,503,000 Goodwill 406,703,348 INTANGIBLE ASSETS ACQUIRED 595,206,348 Noncontrolling interests 2,941,000 Total consideration 576,699,494 $ 579,640,494 The Company recorded acquired intangible assets of $188,503,000. $29,303,000 $159,200,000. not The amounts of revenue and earnings of B&R Global included in the Company’s consolidated statement of income from the acquisition date to December 31, 2019 From acquisition date to December 31, 2019 Net Revenue $ 86,059,243 Net Income $ 1,355,343 The following table presents the Company’s unaudited pro forma results for the years ended December 31, 2019 2018, January 1, 2018. Year ended December 31, 2019 2018 Pro forma Net revenue $ 828,045,703 $ 817,981,204 Pro forma Net income 6,799,694 (1) 16,114,247 (1) Pro forma Net income attributable to HF Group 5,662,499 (1) 15,774,413 (1) Pro forma earnings per common share - basic and diluted $ 0.11 $ 0.31 Weighted average shares - basic and diluted 53,293,566 51,232,829 ( 1 Includes intangibles asset amortization expense of $10,890,300 December 31, 2019 December 31, 2018, |
Note 8 - Goodwill and Acquired
Note 8 - Goodwill and Acquired Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | NOTE 8 GOODWILL AND ACQUIRED INTANGIBLE ASSETS Goodwill The changes in HF Group’s carrying amount of goodwill by segment are presented below: HF Group Total Balance at January 1 and December 31, 2018 - - - B&R Global Acquisition - 406,703,348 406,703,348 Balance at December 31, 2019 (1) $ - $ 406,703,348 $ 406,703,348 ( 1 There are no Acquired Intangible Assets In connection with the Business Acquisition, HF Group acquired $188,503,000 10 20 At December 31, 2019 2018 Gross Carrying Amount Accumulated Amortization Net Carrying amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Tradenames $ 29,303,000 $ (488,383 ) 28,814,617 $ - $ - - Customer relationships 159,200,000 (1,326,667 ) 157,873,333 - - Total $ 188,503,000 $ (1,815,050 ) 186,687,950 $ - $ - - HF Group’s amortization expense for intangible assets was $1,815,050 2019 nil 2018, Twelve months ending December 31, 2020 $ 10,890,300 2021 10,890,300 2022 10,890,300 2023 10,890,300 2024 10,890,300 Thereafter 132,236,450 Total $ 186,687,950 |
Note 9 - Lines of Credit
Note 9 - Lines of Credit | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | NOTE 9 On July 1, 2016, $14,500,000. May 2018 May 27, 2019, 0.15%, no 3.25% April 18, 2019, $5,156,018 April 18, 2019, On November 14, 2012, $4,000,000. three two January 2018 February 2020. 2.75%. April 18, 2019, $954,984 April 18, 2019, On April 18, 2019, $25 one August 18, 2021. $6,111,692 0.375% 2.20% no 4.214% 4.625% September 30, 2019). September 30, 2019 $11,864,481. November 4, 2019, $13,864,481. On November 4, 2019, $100 November 4, 2022, 1.10 1.00, four December 31, 2019, December 31, 2019 $41.6 |
Note 10 - Long-term Debt
Note 10 - Long-term Debt | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Long-term Debt [Text Block] | NOTE 10 Long-term debt at December 31, 2019 2018 Bank name Maturity Interest rate at December 31, 2019 As of 2019 As of 2018 East West Bank – (a) August 2027 - September 2029 3.94% - 4.25% $ 6,989,016 $ 5,053,539 Capital Bank – (b) October 2027 3.85% 4,967,075 5,138,988 Bank of America – (c) April 2021 – December 2029 3.9% 5.51% 4,263,663 1,363,211 J.P. Morgan Chase (d) February 2023 – December 2023 3.07% 2,702,371 - BMO Harris Bank – (e) April 2022 - January 2024 5.87% - 5.99% 508,564 2,256,724 Peoples United Bank – (e) April 2020 – January 2023 5.75% 7.53% 1,114,993 Other finance companies – (e) January 2020 – March 2024 3.9% - 6.14% 716,315 752,833 Total debt 21,261,997 14,565,295 Less: current portion (2,726,981 ) (1,455,441 ) Long-term debt $ 18,535,016 $ 13,109,854 The terms of the various loan agreements related to long-term bank borrowings contain certain restrictive financial covenants which, among other things, require the Company to maintain specified ratios of debt to tangible net assets and debt service coverage. As of December 31, 2019 2018, The loans outstanding were guaranteed by the following properties, entities or individuals, or otherwise secured as shown: (a) Guaranteed by two five two $2,293,751 2027 $3,007,239 2029. (b) Guaranteed by two $3,116,687. (c) Guaranteed by two two $1,382,046. (d) Secured by specific vehicles and equipment as defined in loan agreements. (e) Secured by vehicles. The future maturities of long-term debt as of December 31,2019 Twelve months ending December 31, 2020 $ 2.726.981 2021 2,498,578 2022 2,169,861 2023 1,202,845 2024 684,129 Thereafter 11,979,603 Total $ 21,261,997 |
Note 11 - Leases
Note 11 - Leases | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Lessee, Operating and Finance Leases [Text Block] | NOTE 11 On January 1, 2019, 2016 02. 842, one five 2021. Operating lease assets and lease liabilities are recognized at commencement date and initially measured based on the present value of lease payments over the defined lease term. Lease expense is recognized on a straight-line basis over the lease term. For finance leases, the Company also recognizes a finance lease asset and finance lease liability at inception, with lease expense recognized as interest expense and amortization of the lease payment. Operating Leases The components of lease expense were as follows: For the Year Ended December 31, 2019 Operating lease cost $ 1,601,678 Weighted Average Remaining Lease Term (Months) Operating leases 51 Weighted Average Discount Rate Operating leases 4.0 % Finance Leases The components of lease expense were as follows: For the Year Ended December 31, 2019 December 31, 2018 Finance leases cost: Amortization of right-of-use assets $ 571,130 $ 275,163 Interest on lease liabilities 110,274 51,637 Total finance leases cost $ 681,404 $ 326,800 Supplemental cash flow information related to finance leases was as follows: For the Year Ended December 31, 2019 December 31, 2018 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases 110,274 51,537 Supplemental balance sheet information related to leases was as follows: December 31 2019 December 31, 2018 Finance Leases Property and equipment, at cost $ 2,793,731 $ 1,484,911 Accumulated depreciation (1,293,130 ) (810,753 ) Property and equipment, net $ 1,500,601 $ 674,158 Weighted Average Remaining Lease Term (Months) Finance leases 54 27 Weighted Average Discount Rate Finance leases 7.51 % 8.05 % Maturities of lease liabilities were as follows Twelve months ending December 31, Operating Leases Finance Leases 2020 $ 4,956,356 $ 373,715 2021 4,423,554 362,024 2022 3,860,092 334,223 2023 3,330,372 313,160 2024 2,184,500 227,788 Total Lease Payments 18,754,874 1,610,910 Less Imputed Interest (1,599,290 ) (277,501 ) Total $ 17,155,584 $ 1,333,409 On July 2, 2018, two two 273 275 30 15 two 273 275 On February 23, 2019, $20,000. May 2, 2019. not |
Note 12 - Supplemental Cash Flo
Note 12 - Supplemental Cash Flows Information | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Cash Flow, Supplemental Disclosures [Text Block] | NOTE 12 Supplemental cash flow disclosures and noncash investing and financing activities are as follows: For the Years Ended December 31, 2019 December 31, 2018 Supplemental disclosure of cash flow data: Cash paid for interest $ 1,520,545 $ 1,344,750 Cash paid for income taxes $ 2,677,205 $ 2,065,000 Supplemental disclosure of non-cash investing and financing activities Right of use assets obtained in exchange for operating lease liabilities $ 767,323 $ - Property and equipment obtained in exchange for finance lease liabilities $ 1,432,662 $ - Property and equipment purchases from notes payable $ 1,080,153 $ - Notes receivable sold to shareholder in exchange of common stock $ 12,038,030 $ - Common Stock issued for consideration of acquisition of B&R Global* $ 576,699,494 $ - *See Note 7 |
Note 13 - Taxes
Note 13 - Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | NOTE 13 A. Corporate Income Taxes (“CIT”) Prior to January 1, 2018, not not Effective January 1, 2018, 740. December 31, 2018. On December 22, 2017, 35% 21% January 1, 2018, not no not (i) The provision for income taxes of the Company for the years ended December 31, 2019 2018 the following: For the Years Ended December 31, 2019 December 31, 2018 Current: Federal $ 1,907,309 $ 1,474,467 State 540,488 373,871 Current income taxes 2,447,797 1,848,338 Deferred: Federal (156,892 ) 520,163 State (93,813 ) 121,754 Deferred income taxes (250,705 ) 641,917 Total provision for income taxes $ 2,197,092 $ 2,490,255 (ii) Temporary differences and carryforwards of the Company that created significant deferred tax assets and liabilities are as follows: As of 2019 As of 2018 Deferred tax assets: Allowance for doubtful accounts $ 373,438 $ 165,083 Inventories 594,628 113,730 Federal NOL 228,637 - State NOL 80,514 - Section 481(a) adjustment - 40,317 Accrued expenses 80,100 46,750 Total deferred tax assets 1,357,317 365,880 Deferred tax liabilities: Property and equipment (3,270,536 ) (1,444,008 ) Intangibles assets (50,327,833 ) - Total deferred tax liabilities (53,598,369 ) (1,444,008 ) Net deferred tax liabilities $ (52,241,052 ) $ (1,078,128 ) The net deferred tax liabilities presented in the Company's Consolidated Balance Sheets were as follows: As of 2019 As of 2018 Deferred tax assets $ 78,993 $ 117,933 Deferred tax liabilities (52,320,045 ) (1,196,061 ) Net deferred tax liabilities $ (52,241,052 ) $ (1,078,128 ) (iii) Reconciliations of the statutory income tax rate to the effective income tax rate are as follows: For the Years Ended December 31, 2019 December 31, 2018 Federal statutory tax rate 21.0 % 21.0 % State statutory tax rate 4.0 % 4.4 % U.S. permanent difference 1.0 % 1.0 % Other 1.2 % 1.7 % Effective tax rate 27.2 % 28.1 % |
Note 14 - Related Party Transac
Note 14 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | NOTE 14 The Company records transactions with various related parties. The related party transactions as of December 31, 2019 2018 December 31, 2019 2018 Related party balances: a. Accounts receivable - related parties, net Below is a summary of accounts receivable with related parties as of December 31, 2019 2018, As of December 31 As of December 31, Name of Related Party 2019 2018 (a) Allstate Trading Company Inc. $ 11,322 $ 1,000 (b) Enson Seafood GA Inc. (formerly “GA-GW Seafood, Inc.”) 348,833 255,412 (c) Eagle Food Service LLC 979,591 817,275 (d) Fortune One Foods Inc. 53,862 130,314 (e) Eastern Fresh LLC 1,511,075 784,836 (f) Enson Trading LLC 341,200 170,633 (g) Hengfeng Food Service Inc. 477,541 83,654 (h) N&F Logistic, Inc. 119,241 - (i) ABC Trading, LLC 238,513 - Others 121,692 49,027 Total $ 4,202,870 $ 2,292,151 (a) Mr. Zhou Min Ni, the Chairman and Co-Chief Executive Officer of the Company, owns a 40% (b) Mr. Zhou Min Ni owns a 50% (c) Tina Ni, one 50% (d) Mr. Zhou Min Ni owns a 17.5% (e) Mr. Zhou Min Ni owns a 30% (f) Mr. Zhou Min Ni owns a 25% (g) Mr. Zhou Min Ni owns a 45% (h) Mr. Zhou Min Ni owns a 25% (i) Mr. Peter Zhang, Co-Chief Executive Officer and Chief Financial Officer of the Company, owns 10.38% All accounts receivable from these related parties are current and considered fully collectible. No b. Advances to suppliers - related parties, net The Company periodically provides purchase advances to various vendors, including the related party suppliers. These advances are made in the normal course of business and are considered fully realizable. Below is a summary of advances to related party suppliers as of December 31, 2019 December 31, 2018, As of As of Name of Related Party December 31, 2019 December 31, 2018 (1) Ocean Pacific Seafood Group $ 223,303 $ 208,960 (2) Revolution Industry, LLC 521,832 329,394 (3) First Choice Seafood Inc. - 988,128 Total $ 745,135 $ 1,526,482 ( 1 Mr. Zhou Min Ni owns a 25% ( 2 The son of Mr. Zhou Min N, Raymond Ni, owns 100% ( 3 First Choice Seafood is owned by Enson Seafood GA Inc., of which Mr. Zhou Min Ni owns a 50% c. Notes receivable - related parties The Company had previously made advances or loans to certain entities that are either owned by the controlling shareholders of the Company or family members of the controlling shareholders. As of December 30, 2019, December 31, 2018, Name of Related Party As of December 31, 2019 As of December 31, 2018 Enson Seafood GA Inc. (formerly “GA-GW Seafood, Inc.”) $ - $ 1,987,241 Han Feng Global Inc., t/a NSG International Inc. (“NSG”) (1) - 6,092,397 Revolution Automotive, LLC (“Revolution Automotive”) (2) - 461,311 Total $ - $ 8,540,949 Less: Current portion $ - $ 8,117,686 Total $ - $ 423,263 ( 1 Mr. Zhou Min Ni owns a 30% ( 2 The son of Mr. Zhou Min Ni, Raymond Ni, owns 100% On January 1, 2018, $550,000 December 31, 2017 5% January 1, 2018. no December 31, 2019. 360 On September 30, 2018, $2,000,000. 5% no September 30, 2019, $171,215 twelve March 1, 2019, February 29, 2024 On January 1, 2018, $5,993,552 December 31, 2017 5% January 1, 2018. no December 31, 2019. 360 On March 1, 2019, five January 1, 2018. $5,941,031 5% March 1, 2024. On March 1, 2018, $483,628. $5,000 60 $284,453. 5% 360 no April 30, 2023. On March 1, 2019, February 29, 2024, On September 30, 2019, $8,415,525 632,746 September 30, 2019. 208,806 one 250 $13.30. d. Accounts payable - related parties As of December 31, 2019, December 31, 2018, $4,521,356 $3,923,120 e. Advances from customers - related parties The Company also periodically receives advances from its related parties for business purposes. These advances are interest free and due upon demand. There were no December 31, 2019 $166,490 December 31, 2018. f. Security deposit - related parties The Company made deposits to its related parties for warehouse rental purposes. These deposits are expected to be returned upon termination of the respective leases. Total deposits to related parties amounted to $591,380 December 31, 2019 no December 31, 2018. g. Term Loan guaranty - related parties B&R Global Group Realty and its subsidiaries have a mortgage-secured Term Loan in the amount of $55.4 December 31, 2019. Lease Agreements with Related Parties: A subsidiary of the Company, R&N Holding, leases a facility to a related party under an operating lease agreement expiring in 2024. $400,000 December 31, 2019 2018, $78,282 $100,000 December 31, 2019 December 31, 2018, December 31, 2019 December 31, 2018 $45,600 $45,600, In 2017, September 21, 2027. $3,223,745 December 31, 2019 December 31, 2018, $516,626 $433,966 December 31, 2019 December 31, 2018, December 31, 2019 December 31, 2018 $480,000 $480,000, B&R Global leased warehouses from related parties owned by the majority shareholder of B&R Global. Rent incurred to the related parties was $751,000 December 31, 2019. In 2019, December 31, 2019. $120,000 December 31, 2019. Related party sales and purchases transactions: The Company makes regular sales to and purchases from various related parties during the normal course of business. The total sales to related parties were $19,352,408 $18,147,003 2019 2018, $40,388,000 $31,676,828 December 31, 2019 2018, |
Note 15 - Segment Reporting
Note 15 - Segment Reporting | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | NOTE 15 ASC 280, two December 31, 2018 The following table presents net sales by segment for the years ended December 31, 2019 2018, For the Year Ended December 31, 2019 December 31, 2018 Net revenue HF $ 302,103,038 $ 291,006,698 B&R Global 86,059,243 - Total $ 388,162,281 $ 291,006,698 All the Company’s revenue was generated from its business operations in the U.S. For the Year Ended December 31, 2019 HF B&R Global Total Revenue $ 302,103,038 $ 86,059,243 $ 388,162,281 Cost of revenue 252,078,738 72,875,020 324,953,758 Gross profit 50,024,300 13,184,223 63,208,523 Depreciation and amortization 5,487,027 1,267,481 6,754,508 Total capital expenditures $ 4,681,404 $ 154,525 $ 4,835,929 For the Year Ended December 31, 2018 HF B&R Global Total Revenue $ 291,006,698 $ - $ 291,006,698 Cost of revenue 241,441,149 - 241,441,149 Gross profit 49,565,549 - 49,565,549 Depreciation and amortization $ 2,134,832 $ - $ 2,134,832 As of 2019 As of 2018 Total assets: HF $ 80,514,529 $ 82,476,407 B&R Global 722,329,265 - Total Assets $ 802,843,794 $ 82,476,407 All of the Company’s long-lived assets are located in the US. |
Note 16 - Commitment and Contin
Note 16 - Commitment and Contingency | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 16 COMMITMENT AND CONTINGENCY Various labor and employment lawsuits were filed by former employees against FUSO, NBT, and HRT, alleging these entities failed to provide proper meal and rest breaks, as well as other related violations. These entities deny all the allegations. Management believes there is no not December 31, 2019 2018. |
Note 17 - Subsequent Events
Note 17 - Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | NOTE 17 SUBSEQUENT EVENTS On January 17, 2020, $100 November 4, 2022 ( $75.6 On January 17, 2020, nine $101 $75.6 $7.0 $18.7 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP. The consolidated financial statements include the financial statements of HF Group, its subsidiaries and the VIE. The VIE has been accounted for at historical cost and prepared on the basis as if common control had been established as of the beginning of the first U.S. GAAP provides guidance on the identification of VIE and financial reporting for entities over which control is achieved through means other than voting interests. The Company evaluates each of its interests in an entity to determine whether or not 1 2 As of December 31, 2019 2018, The carrying amounts of the assets, liabilities, the results of operations and cash flows of the VIE is included in the Company’s consolidated balance sheets, statements of income and statements of cash flows are as follows: December 31, 2019 December 31, 2018 Current assets $ 158,184 $ - Non-current assets 301,803 - Total assets $ 459,987 $ - Current liabilities $ 805,666 $ - Non-current liabilities 69,321 - Total liabilities $ 874,987 $ - For the year ended December 31 2019 2018 Net revenue $ 420,163 $ - Net income $ 68,449 $ - For the year ended December 31 2019 2018 Net cash provided by operating activities $ 201,885 $ - Net cash used in financing activities (207,159 ) - Net decrease in cash and cash equivalents $ (5,274 ) $ - |
Consolidation, Policy [Policy Text Block] | Noncontrolling Interests U.S. GAAP requires that noncontrolling interests in subsidiaries and affiliates be reported in the equity section of a company’s balance sheet. In addition, the amounts attributable to the net income (loss) of those subsidiaries are reported separately in the consolidated statements of income. As of December 31, 2019 2018, Name of Entity Percentage of Ownership of noncontrolling interest December 31, 2019 December 31, 2018 Kirnland 33.30 % 1,292,623 1,104,678 OW 32.50 % 1,600,058 - MS 35.00 % 459,126 - MIN 39.70 % 896,980 - Total 4,248,787 1,104,678 |
Use of Estimates, Policy [Policy Text Block] | Uses of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during each reporting period. Actual results could differ from those estimates. Significant accounting estimates reflected in the Company’s consolidated financial statements include, but are not |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with a maturity of three December 31, 2019 2018, no |
Premiums Receivable, Allowance for Doubtful Accounts, Estimation Methodology, Policy [Policy Text Block] | Accounts Receivable Accounts receivable represent amounts due from customers in the ordinary course of business and are recorded at the invoiced amount and do not December 31, 2019 2018, $623,970 $658,104, |
Inventory, Policy [Policy Text Block] | Inventories The Company’s inventories, consisting mainly of food and other food service-related products, are primarily considered as finished goods. Inventory costs, including the purchase price of the product and freight charges to deliver it to the Company’s warehouses, are net of certain cash or non-cash consideration received from vendors. The Company assesses the need for valuation allowances for slow-moving, excess and obsolete inventories by estimating the net recoverable value of such goods based upon inventory category, inventory age, specifically identified items, and overall economic conditions. Inventories are stated at the lower of cost or net realizable value using the first first December 31, 2019 2018, $16,928 nil, |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Following are the estimated useful lives of the Company’s property and equipment: Estimated useful lives (years) Buildings and improvements 7 - 39 Machinery and equipment 3 - 15 Motor vehicles 5 - 7 Repair and maintenance costs are charged to expense as incurred, whereas the cost of renewals and betterment that extends the useful lives of property, plant and equipment are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the cost and accumulated depreciation from the asset and accumulated depreciation accounts with any resulting gain or loss reflected in the consolidated statements of income in other income or expenses. |
Business Combinations Policy [Policy Text Block] | Business Combinations The Company accounts for its business combinations using the purchase method of accounting in accordance with ASC 805 805” Business Combinations The Company estimates the fair value of assets acquired and liabilities assumed in a business combination. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, its estimates are inherently uncertain and subject to refinement. Significant estimates in valuing certain intangible assets include, but are not may one Transaction costs associated with business combinations are expensed as incurred, and are included in general and administrative expenses in the Company’s consolidated statements of income. The results of operations of the businesses that HF Group acquired are included in the Company’s consolidated financial statements from the date of acquisition. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill The Company early adopted ASU No. 2017 04, 350 2 not Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. The Company tests goodwill for impairment at least annually, in the fourth The Company reviews the carrying values of goodwill and identifiable intangibles whenever events or changes in circumstances indicate that such carrying values may not 350, Intangibles — Goodwill and Other first not not not |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Intangible Assets Intangible assets are carried at cost and amortized on a straight-line basis over their estimated useful lives. The Company determines the appropriate useful life of its intangible assets by measuring the expected cash flows of acquired assets. The estimated useful lives of intangible assets are as follows: Estimated useful lives (years) Tradenames 10 Customer relationships 20 |
Equity Method Investments [Policy Text Block] | Long term investments The Company’s investments in unconsolidated entities consist of equity investments without readily determinable fair value. The Company follows ASC 321, not not 820, Investments in entities in which the Company can exercise significant influence but does not 323 323” not not 350. 323. The Company did not December 31, 2019 2018. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-lived Assets other than goodwill The Company assesses its long-lived assets such as property and equipment for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not may not December 31, 2019 2018. |
Revenue from Contract with Customer [Policy Text Block] | Revenue Recognition The Company recognizes revenue from the sale of products when title and risk of loss passes and the customer accepts the goods, which occurs at delivery. Sales taxes invoiced to customers and remitted to government authorities are excluded from net sales. On January 1, 2018 2014 09 606 not January 1, 2018. 606 not The core principle underlying the revenue recognition ASU is that the Company will recognize revenue to represent the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This will require the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. The majority of the Company’s contracts have one not not The contract assets and contract liabilities are recorded on the consolidated balance sheets as accounts receivable and advance payments from customers as of December 31, 2019 2018. December 31, 2019 2018, Revenue expected to be recognized in any future periods related to remaining performance obligations is insignificant. The following table summarizes disaggregated revenue from contracts with customers by geographic locations: For the Years Ended December 31, 2019 December 31, 2018 North Carolina $ 145,756,172 $ 138,790,263 Florida 91,173,814 88,670,044 Georgia 65,173,052 63,546,391 Arizona 7,196,217 - California 54,877,209 - Colorado 6,658,931 - Utah 8,249,684 - Washington 9,077,202 - Total $ 388,162,281 $ 291,006,698 |
Shipping and Handling Expense [Policy Text Block] | Shipping and Handling Costs Shipping and handling costs, which include costs related to the selection of products and their delivery to customers, are presented in distribution, selling and administrative expenses. Shipping and handling costs were $4,443,967 $5,205,673 December 31, 2019 2018, |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not The Company records uncertain tax positions in accordance with ASC 740 two 1 not 2 not 50 not December 31, 2019 2018. |
Lessee, Leases [Policy Text Block] | Leases On January 1, 2019, 2016 02. 842, not 1 2 3 not The adoption of Topic 842 $21.2 January 1, 2019. 11 The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of obligations under operating leases, and obligations under operating leases, non-current on the Company’s consolidated balance sheets. Finance leases are included in property and equipment, net, current portion of finance lease liabilities, and finance lease liabilities, non-current on the consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company’s leases do not may |
Earnings Per Share, Policy [Policy Text Block] | Earnings Per Share The Company computes earnings per share (“EPS”) in accordance with ASC 260, 260” 260 no December 31, 2019 2018. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The Company follows the provisions of FASB ASC 820, 820 Level 1 Level 2 not Level 3 The carrying amounts reported in the balance sheets for cash, accounts receivable, advances to suppliers, notes receivable - current, other current assets, accounts payable, bank overdraft, income tax payable, advances from customers, current portion of long-term debt, current portion of obligations under capital and operating leases, and accrued expenses and other liabilities approximate their fair value based on the short-term maturity of these instruments. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations and Credit Risk Credit risk Accounts receivable are typically unsecured and derived from revenue earned from customers, and thereby exposed to credit risk. The risk is mitigated by the Company’s assessment of its customers’ creditworthiness and its ongoing monitoring of outstanding balances. Concentration risk There were no one 10% December 31, 2019 2018. For the years ended December 31, 2019 2018, no 10% December 31, 2019, two 34% 15% two 70% 30% December 31, 2018, three 55%, 18% 12% three 65%, 22% 14% |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In June 2016, 2016 13, 326 2016 13” 2016 13 16 13 November 2019 326, December 15, 2019, not In August 2018, 2018 13, 820 2018 13” 2018 13 820 2018 13 3 2018 13 January 1, 2020. 2018 13 In December 2019, No. 2019 12, 740 2019 12” 2019 12 740 December 15, 2020, not |
Note 1 - Organization and Bus_2
Note 1 - Organization and Business Description (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Tables | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Name Date of incorporation State of incorporation Percentage of legal ownership by HF Group Principal activities Parent: HF Holding October 11, 2017 North Carolina 100% Holding Company Subsidiaries: Han Feng January 14, 1997 North Carolina 100% Distributing food and related products TT August 6, 2002 North Carolina 100% Trucking service MFD April 15, 1999 North Carolina 100% Trucking service R&N Holdings November 21, 2002 North Carolina 100% Real estate holding R&N Lexington May 27, 2010 North Carolina 100% Real estate holding R&N Charlotte June xx, 2019 North Carolina 100% Real estate holding Kirnsway May 24, 2006 North Carolina 100% Design and printing services Chinesetg July 12, 2011 North Carolina 100% Design and printing services NSF December 17, 2008 Florida 100% Distributing food and related products BB September 12, 2001 Florida 100% Trucking service Kirnland April 11, 2006 Georgia 66.7% Distributing food and related products HG Realty May 11, 2012 Georgia 100% Real estate holding Name Date of formation / incorporation Place of formation / incorporation Percentage of legal ownership by B&R Global Principal activities Parent: B&R Global January 3, 2014 Delaware, USA — Holding Company Subsidiaries: Rongcheng Trading, LLC (“RC”) January 31, 2006 California, USA 100% Food distribution Capital Trading, LLC (“UT”) March 10, 2003 Utah, USA 100% Food distribution Win Woo Trading, LLC (‘WW”) January 23, 2004 California, USA 100% Food distribution Mountain Food, LLC (“MF”) May 2, 2006 Colorado, USA 100% Food distribution R & C Trading L.L.C. (“RNC”) November 26, 2007 Arizona, USA 100% Food distribution Great Wall Seafood LA, LLC (“GW”) March 7, 2014 California, USA 100% Food distribution B&L Trading, LLC (“BNL”) July 18, 2013 Washington, USA 100% Food distribution Min Food, Inc. (“MIN”) May 29, 2014 California, USA 60.25% Food distribution B&R Group Logistics Holding, LLC (“BRGL”) July 17, 2014 Delaware, USA 100% Food distribution Ocean West Food Services, LLC (“OW”) December 22, 2011 California, USA 67.5% Food distribution Monterey Food Service, LLC (“MS”) September 14, 2017 California, USA 65% Food distribution Irwindale Poultry, LLC (“IP”) December 27, 2017 California, USA 100% Poultry processing Best Choice Trucking, LLC (“BCT”) January 1, 2011 California, USA 100% Logistics solutions KYL Group, Inc. (“KYL”) April 18, 2014 Nevada, USA 100% Logistics solutions American Fortune Foods Inc. (“AF”) February 19, 2014 California, USA 100% Logistics solutions and importer Happy FM Group, Inc. (“HFM”) April 9, 2014 California, USA 100% Logistics solutions GM Food Supplies, Inc. (“GM”) March 22, 2016 California, USA 100% Logistics solutions Lin’s Distribution, Inc., Inc. (“LIN”) February2, 2010 Utah, USA 100% Logistics solutions Lin’s Farms, LLC (“LNF”) July 2, 2014 Utah, USA 100% Poultry processing New Berry Trading, LLC (“NBT”) September 5, 2012 California, USA 100% Logistics solutions Hayward Trucking, Inc. (“HRT”) September 5, 2012 California, USA 100% Logistics solutions Fuso Trucking Corp. (“FUSO”) January 20, 2015 California, USA VIE* Logistics solutions Yi Z Service LLC (“YZ”) October2, 2017 California, USA 100% Logistics solutions Golden Well Inc. (“GWT”) November 8, 2011 California, USA 100% Logistics solutions Kami Trading Inc. (“KAMI”) November 20, 2013 California, USA 100% Importer Royal Trucking Services, Inc. (“RTS”) May 19, 2015 Washington, USA 100% Logistics solutions Royal Service Inc. (“RS”) December 29, 2014 Oregon, USA 100% Logistics solutions MF Food Services Inc. (“MFS”) December 21, 2017 California, USA 100% Logistics solutions |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Tables | |
Schedule of Variable Interest Entities [Table Text Block] | December 31, 2019 December 31, 2018 Current assets $ 158,184 $ - Non-current assets 301,803 - Total assets $ 459,987 $ - Current liabilities $ 805,666 $ - Non-current liabilities 69,321 - Total liabilities $ 874,987 $ - For the year ended December 31 2019 2018 Net revenue $ 420,163 $ - Net income $ 68,449 $ - For the year ended December 31 2019 2018 Net cash provided by operating activities $ 201,885 $ - Net cash used in financing activities (207,159 ) - Net decrease in cash and cash equivalents $ (5,274 ) $ - |
Redeemable Noncontrolling Interest [Table Text Block] | Name of Entity Percentage of Ownership of noncontrolling interest December 31, 2019 December 31, 2018 Kirnland 33.30 % 1,292,623 1,104,678 OW 32.50 % 1,600,058 - MS 35.00 % 459,126 - MIN 39.70 % 896,980 - Total 4,248,787 1,104,678 |
Useful Lives of Property, Plant, and Equipment [Table Text Block] | Estimated useful lives (years) Buildings and improvements 7 - 39 Machinery and equipment 3 - 15 Motor vehicles 5 - 7 |
Schedule of Finite-lived Intangible Assets, Useful Life | Estimated useful lives (years) Tradenames 10 Customer relationships 20 |
Disaggregation of Revenue [Table Text Block] | For the Years Ended December 31, 2019 December 31, 2018 North Carolina $ 145,756,172 $ 138,790,263 Florida 91,173,814 88,670,044 Georgia 65,173,052 63,546,391 Arizona 7,196,217 - California 54,877,209 - Colorado 6,658,931 - Utah 8,249,684 - Washington 9,077,202 - Total $ 388,162,281 $ 291,006,698 |
Note 3 - Accounts Receivable,_2
Note 3 - Accounts Receivable, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Tables | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | As of 2019 As of 2018 Accounts receivable $ 50,651,104 $ 15,064,580 Less: allowance for doubtful accounts (623,970 ) (658,104 ) Accounts receivable, net $ 50,027,134 $ 14,406,476 |
Financing Receivable, Allowance for Credit Loss [Table Text Block] | For the Years Ended December 31, 2019 December 31, 2018 Beginning balance $ 658,104 $ 567,108 Provision for doubtful accounts (4,515 ) 119,329 Less: write off/recovery (29,619 ) (28,333 ) Ending balance $ 623,970 $ 658,104 |
Note 5 - Long-term Investments
Note 5 - Long-term Investments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Tables | |
Equity Method Investments [Table Text Block] | Ownership as of December 31, 2019 As of As of Pt. Tamron Akuatik Produk Industri 12% $ 1,800,000 $ - Asahi Food, Inc. 49% 496,276 - Long term investments $ 2,296,276 $ - |
Note 6 - Property and Equipme_2
Note 6 - Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | As of 2019 As of 2018 Land $ 2,010,253 $ 1,608,647 Buildings and improvements 26,903,528 18,784,628 Machinery and equipment 13,412,961 10,160,205 Motor vehicles 23,841,730 10,267,095 Subtotal 66,168,472 40,820,575 Less: accumulated depreciation (28,630,325 ) (18,170,554 ) Property and equipment, net $ 37,538,147 $ 22,650,021 |
Note 7 - Business Combination_2
Note 7 - Business Combination With B&R Global (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Tables | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Cash $ 7,017,467 Accounts receivable, net 30,934,831 Accounts receivable - related parties, net 3,393,930 Inventories, net 56,451,885 Other current assets 2,332,063 Other current assets - related parties 498,211 Advances to suppliers, net 97,964 Property and equipment, net 11,042,601 Deposit 281,282 Deposit – related parties 591,380 Long-term investments 2,289,389 Right-of-use assets 17,791,681 TANGIBLE ASSETS ACQUIRED 132,722,684 Lines of credit $ 35,567,911 Accounts payable 24,884,247 Accounts payable - related parties 1,528,139 Bank overdraft 12,082,094 Accrued expenses 778,779 Other payables 185,938 Other payables – related party 733,448 Customer deposits 38,510 Long-term debt 3,284,159 Lease liabilities 17,791,680 Deferred tax liabilities arising from acquired intangible assets 51,413,633 TANGIBLE LIABILITIES ASSUMED 148,288,538 NET TANGIBLE LIABILITIES ASSUMED (15,565,854 ) Identifiable intangible assets 188,503,000 Goodwill 406,703,348 INTANGIBLE ASSETS ACQUIRED 595,206,348 Noncontrolling interests 2,941,000 Total consideration 576,699,494 $ 579,640,494 |
Business Acquisition, Pro Forma Information [Table Text Block] | From acquisition date to December 31, 2019 Net Revenue $ 86,059,243 Net Income $ 1,355,343 Year ended December 31, 2019 2018 Pro forma Net revenue $ 828,045,703 $ 817,981,204 Pro forma Net income 6,799,694 (1) 16,114,247 (1) Pro forma Net income attributable to HF Group 5,662,499 (1) 15,774,413 (1) Pro forma earnings per common share - basic and diluted $ 0.11 $ 0.31 Weighted average shares - basic and diluted 53,293,566 51,232,829 |
Note 8 - Goodwill and Acquire_2
Note 8 - Goodwill and Acquired Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Tables | |
Schedule of Goodwill [Table Text Block] | HF Group Total Balance at January 1 and December 31, 2018 - - - B&R Global Acquisition - 406,703,348 406,703,348 Balance at December 31, 2019 (1) $ - $ 406,703,348 $ 406,703,348 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | At December 31, 2019 2018 Gross Carrying Amount Accumulated Amortization Net Carrying amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Tradenames $ 29,303,000 $ (488,383 ) 28,814,617 $ - $ - - Customer relationships 159,200,000 (1,326,667 ) 157,873,333 - - Total $ 188,503,000 $ (1,815,050 ) 186,687,950 $ - $ - - |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Twelve months ending December 31, 2020 $ 10,890,300 2021 10,890,300 2022 10,890,300 2023 10,890,300 2024 10,890,300 Thereafter 132,236,450 Total $ 186,687,950 |
Note 10 - Long-term Debt (Table
Note 10 - Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Tables | |
Schedule of Long-term Debt Instruments [Table Text Block] | Bank name Maturity Interest rate at December 31, 2019 As of 2019 As of 2018 East West Bank – (a) August 2027 - September 2029 3.94% - 4.25% $ 6,989,016 $ 5,053,539 Capital Bank – (b) October 2027 3.85% 4,967,075 5,138,988 Bank of America – (c) April 2021 – December 2029 3.9% 5.51% 4,263,663 1,363,211 J.P. Morgan Chase (d) February 2023 – December 2023 3.07% 2,702,371 - BMO Harris Bank – (e) April 2022 - January 2024 5.87% - 5.99% 508,564 2,256,724 Peoples United Bank – (e) April 2020 – January 2023 5.75% 7.53% 1,114,993 Other finance companies – (e) January 2020 – March 2024 3.9% - 6.14% 716,315 752,833 Total debt 21,261,997 14,565,295 Less: current portion (2,726,981 ) (1,455,441 ) Long-term debt $ 18,535,016 $ 13,109,854 |
Schedule of Maturities of Long-term Debt [Table Text Block] | Twelve months ending December 31, 2020 $ 2.726.981 2021 2,498,578 2022 2,169,861 2023 1,202,845 2024 684,129 Thereafter 11,979,603 Total $ 21,261,997 |
Note 11 - Leases (Tables)
Note 11 - Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Tables | |
Lease, Cost [Table Text Block] | For the Year Ended December 31, 2019 Operating lease cost $ 1,601,678 Weighted Average Remaining Lease Term (Months) Operating leases 51 Weighted Average Discount Rate Operating leases 4.0 % For the Year Ended December 31, 2019 December 31, 2018 Finance leases cost: Amortization of right-of-use assets $ 571,130 $ 275,163 Interest on lease liabilities 110,274 51,637 Total finance leases cost $ 681,404 $ 326,800 |
Operating and Finance Leases, Supplemental Cash Flow Information [Table Text Block] | For the Year Ended December 31, 2019 December 31, 2018 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases 110,274 51,537 |
Operating and Finance Leases, Supplemental Balance Sheet Information [Table Text Block] | December 31 2019 December 31, 2018 Finance Leases Property and equipment, at cost $ 2,793,731 $ 1,484,911 Accumulated depreciation (1,293,130 ) (810,753 ) Property and equipment, net $ 1,500,601 $ 674,158 Weighted Average Remaining Lease Term (Months) Finance leases 54 27 Weighted Average Discount Rate Finance leases 7.51 % 8.05 % |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Twelve months ending December 31, Operating Leases Finance Leases 2020 $ 4,956,356 $ 373,715 2021 4,423,554 362,024 2022 3,860,092 334,223 2023 3,330,372 313,160 2024 2,184,500 227,788 Total Lease Payments 18,754,874 1,610,910 Less Imputed Interest (1,599,290 ) (277,501 ) Total $ 17,155,584 $ 1,333,409 |
Note 12 - Supplemental Cash F_2
Note 12 - Supplemental Cash Flows Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Tables | |
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | For the Years Ended December 31, 2019 December 31, 2018 Supplemental disclosure of cash flow data: Cash paid for interest $ 1,520,545 $ 1,344,750 Cash paid for income taxes $ 2,677,205 $ 2,065,000 Supplemental disclosure of non-cash investing and financing activities Right of use assets obtained in exchange for operating lease liabilities $ 767,323 $ - Property and equipment obtained in exchange for finance lease liabilities $ 1,432,662 $ - Property and equipment purchases from notes payable $ 1,080,153 $ - Notes receivable sold to shareholder in exchange of common stock $ 12,038,030 $ - Common Stock issued for consideration of acquisition of B&R Global* $ 576,699,494 $ - |
Note 13 - Taxes (Tables)
Note 13 - Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Tables | |
Federal Income Tax Note [Table Text Block] | For the Years Ended December 31, 2019 December 31, 2018 Current: Federal $ 1,907,309 $ 1,474,467 State 540,488 373,871 Current income taxes 2,447,797 1,848,338 Deferred: Federal (156,892 ) 520,163 State (93,813 ) 121,754 Deferred income taxes (250,705 ) 641,917 Total provision for income taxes $ 2,197,092 $ 2,490,255 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | As of 2019 As of 2018 Deferred tax assets: Allowance for doubtful accounts $ 373,438 $ 165,083 Inventories 594,628 113,730 Federal NOL 228,637 - State NOL 80,514 - Section 481(a) adjustment - 40,317 Accrued expenses 80,100 46,750 Total deferred tax assets 1,357,317 365,880 Deferred tax liabilities: Property and equipment (3,270,536 ) (1,444,008 ) Intangibles assets (50,327,833 ) - Total deferred tax liabilities (53,598,369 ) (1,444,008 ) Net deferred tax liabilities $ (52,241,052 ) $ (1,078,128 ) As of 2019 As of 2018 Deferred tax assets $ 78,993 $ 117,933 Deferred tax liabilities (52,320,045 ) (1,196,061 ) Net deferred tax liabilities $ (52,241,052 ) $ (1,078,128 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | For the Years Ended December 31, 2019 December 31, 2018 Federal statutory tax rate 21.0 % 21.0 % State statutory tax rate 4.0 % 4.4 % U.S. permanent difference 1.0 % 1.0 % Other 1.2 % 1.7 % Effective tax rate 27.2 % 28.1 % |
Note 14 - Related Party Trans_2
Note 14 - Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Tables | |
Schedule of Accounts Receivable With Related Parties [Table Text Block] | As of December 31 As of December 31, Name of Related Party 2019 2018 (a) Allstate Trading Company Inc. $ 11,322 $ 1,000 (b) Enson Seafood GA Inc. (formerly “GA-GW Seafood, Inc.”) 348,833 255,412 (c) Eagle Food Service LLC 979,591 817,275 (d) Fortune One Foods Inc. 53,862 130,314 (e) Eastern Fresh LLC 1,511,075 784,836 (f) Enson Trading LLC 341,200 170,633 (g) Hengfeng Food Service Inc. 477,541 83,654 (h) N&F Logistic, Inc. 119,241 - (i) ABC Trading, LLC 238,513 - Others 121,692 49,027 Total $ 4,202,870 $ 2,292,151 |
Schedule of Related Party Transactions [Table Text Block] | As of As of Name of Related Party December 31, 2019 December 31, 2018 (1) Ocean Pacific Seafood Group $ 223,303 $ 208,960 (2) Revolution Industry, LLC 521,832 329,394 (3) First Choice Seafood Inc. - 988,128 Total $ 745,135 $ 1,526,482 |
Schedule of Outstanding Loans to Various Related Parties [Table Text Block] | Name of Related Party As of December 31, 2019 As of December 31, 2018 Enson Seafood GA Inc. (formerly “GA-GW Seafood, Inc.”) $ - $ 1,987,241 Han Feng Global Inc., t/a NSG International Inc. (“NSG”) (1) - 6,092,397 Revolution Automotive, LLC (“Revolution Automotive”) (2) - 461,311 Total $ - $ 8,540,949 Less: Current portion $ - $ 8,117,686 Total $ - $ 423,263 |
Note 15 - Segment Reporting (Ta
Note 15 - Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Tables | |
Schedule of Revenue by Major Customers by Reporting Segments [Table Text Block] | For the Year Ended December 31, 2019 December 31, 2018 Net revenue HF $ 302,103,038 $ 291,006,698 B&R Global 86,059,243 - Total $ 388,162,281 $ 291,006,698 |
Revenue from External Customers by Geographic Areas [Table Text Block] | For the Year Ended December 31, 2019 HF B&R Global Total Revenue $ 302,103,038 $ 86,059,243 $ 388,162,281 Cost of revenue 252,078,738 72,875,020 324,953,758 Gross profit 50,024,300 13,184,223 63,208,523 Depreciation and amortization 5,487,027 1,267,481 6,754,508 Total capital expenditures $ 4,681,404 $ 154,525 $ 4,835,929 For the Year Ended December 31, 2018 HF B&R Global Total Revenue $ 291,006,698 $ - $ 291,006,698 Cost of revenue 241,441,149 - 241,441,149 Gross profit 49,565,549 - 49,565,549 Depreciation and amortization $ 2,134,832 $ - $ 2,134,832 |
Schedule Of Assets By Reporting Segments [Table Text Block] | As of 2019 As of 2018 Total assets: HF $ 80,514,529 $ 82,476,407 B&R Global 722,329,265 - Total Assets $ 802,843,794 $ 82,476,407 |
Note 1 - Organization and Bus_3
Note 1 - Organization and Business Description (Details Textual) | Nov. 04, 2019USD ($)shares | Aug. 22, 2018shares | Dec. 31, 2019shares | Dec. 31, 2018shares | Jan. 01, 2018 |
Number of Subsidiaries | 11 | ||||
Common Stock, Shares, Issued, Total | 22,167,486 | 53,050,211 | 22,167,486 | ||
Common Stock, Shares, Outstanding, Ending Balance | 22,167,486 | 52,145,096 | 22,167,486 | ||
Number of Shares Redeemed by Pre-Transaction Shareholders | 400,000 | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 10,000 | ||||
Stock Issued During Period, Shares, Issued to the Pre-transaction Stockholders | 2,587,655 | ||||
Number of States in which Entity Operates | 21 | ||||
Number of Distribution Centers | 14 | ||||
Number of States With Distribution Centers | 9 | ||||
Number of Refrigerated Vehicles | 340 | ||||
Entity Number of Employees | 960 | ||||
Number of Restaurants Served | 10,000 | ||||
CHINA | |||||
Number of Call Centers | 2 | ||||
B & R [Member] | |||||
Number of Restaurants | 6,800 | ||||
Number of States in which Entity Operates | 11 | ||||
B & R [Member] | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 30,700,000 | ||||
Business Combination, Consideration Transferred, Total | $ | $ 576,699,494 | ||||
HF Holding [Member] | |||||
Stock Issued During Period, Shares, New Issues | 19,969,831 | ||||
Aggregate Issued and Outstanding Shares, Percentage | 88.50% |
Note 1 - Organization and Bus_4
Note 1 - Organization and Business Description - Schedule of Entities (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Han Feng [Member] | |
Date of incorporation | Jan. 14, 1997 |
Principal activities | Distributing food and related products |
Percentage of legal ownership by HF Holding | 100.00% |
TT [Member] | |
Date of incorporation | Aug. 6, 2002 |
Principal activities | Trucking service |
Percentage of legal ownership by HF Holding | 100.00% |
MFD [Member] | |
Date of incorporation | Apr. 15, 1999 |
Principal activities | Trucking service |
Percentage of legal ownership by HF Holding | 100.00% |
R&N Holdings [Member] | |
Date of incorporation | Nov. 21, 2002 |
Principal activities | Real estate holding |
Percentage of legal ownership by HF Holding | 100.00% |
R&N Lexington [Member] | |
Date of incorporation | May 27, 2010 |
Principal activities | Real estate holding |
Percentage of legal ownership by HF Holding | 100.00% |
R&N Charlotte [Member] | |
Principal activities | Real estate holding |
Percentage of legal ownership by HF Holding | 100.00% |
Kirnsway [Member] | |
Date of incorporation | May 24, 2006 |
Principal activities | Design and printing services |
Percentage of legal ownership by HF Holding | 100.00% |
Chinesetg [Member] | |
Date of incorporation | Jul. 12, 2011 |
Principal activities | Design and printing services |
Percentage of legal ownership by HF Holding | 100.00% |
NSF [Member] | |
Date of incorporation | Dec. 17, 2008 |
Principal activities | Distributing food and related products |
Percentage of legal ownership by HF Holding | 100.00% |
BB [Member] | |
Date of incorporation | Sep. 12, 2001 |
Principal activities | Trucking service |
Percentage of legal ownership by HF Holding | 100.00% |
Kirnland [Member] | |
Date of incorporation | Apr. 11, 2006 |
Principal activities | Distributing food and related products |
Percentage of legal ownership by HF Holding | 66.70% |
HG Realty [Member] | |
Date of incorporation | May 11, 2012 |
Principal activities | Real estate holding |
Percentage of legal ownership by HF Holding | 100.00% |
B&R Global [Member] | Rongcheng Trading, LLC [Member] | |
Date of incorporation | Jan. 31, 2006 |
Principal activities | Food distribution |
Percentage of legal ownership by HF Holding | 100.00% |
B&R Global [Member] | Capital Trading, LLC [Member] | |
Date of incorporation | Mar. 10, 2003 |
Principal activities | Food distribution |
Percentage of legal ownership by HF Holding | 100.00% |
B&R Global [Member] | Win Woo Trading, LLC [Member] | |
Date of incorporation | Jan. 23, 2004 |
Principal activities | Food distribution |
Percentage of legal ownership by HF Holding | 100.00% |
B&R Global [Member] | Mountain Food, LLC [Member] | |
Date of incorporation | May 2, 2006 |
Principal activities | Food distribution |
Percentage of legal ownership by HF Holding | 100.00% |
B&R Global [Member] | R&C Trading, L.L.C. [Member] | |
Date of incorporation | Nov. 26, 2007 |
Principal activities | Food distribution |
Percentage of legal ownership by HF Holding | 100.00% |
B&R Global [Member] | Great Wall Seafood LA, LLC [Member] | |
Date of incorporation | Mar. 7, 2014 |
Principal activities | Food distribution |
Percentage of legal ownership by HF Holding | 100.00% |
B&R Global [Member] | B&L Trading, LLC [Member] | |
Date of incorporation | Jul. 18, 2013 |
Principal activities | Food distribution |
Percentage of legal ownership by HF Holding | 100.00% |
B&R Global [Member] | Min Food, Inc. [Member] | |
Date of incorporation | May 29, 2014 |
Principal activities | Food distribution |
Percentage of legal ownership by HF Holding | 60.25% |
B&R Global [Member] | B&R Group Logistic Holdings, LLC [Member] | |
Date of incorporation | Jul. 17, 2014 |
Principal activities | Food distribution |
Percentage of legal ownership by HF Holding | 100.00% |
B&R Global [Member] | Ocean West Food Services, LLC [Member] | |
Date of incorporation | Dec. 22, 2011 |
Principal activities | Food distribution |
Percentage of legal ownership by HF Holding | 67.50% |
B&R Global [Member] | Monterey Food Services, LLC [Member] | |
Date of incorporation | Sep. 14, 2017 |
Principal activities | Food distribution |
Percentage of legal ownership by HF Holding | 65.00% |
B&R Global [Member] | Irwindale Poultry, LLC [Member] | |
Date of incorporation | Dec. 27, 2017 |
Principal activities | Poultry processing |
Percentage of legal ownership by HF Holding | 100.00% |
B&R Global [Member] | Best Choice Trucking, LLC [Member] | |
Date of incorporation | Jan. 1, 2011 |
Principal activities | Logistics solutions |
Percentage of legal ownership by HF Holding | 100.00% |
B&R Global [Member] | KYL Group, Inc. [Member] | |
Date of incorporation | Apr. 18, 2014 |
Principal activities | Logistics solutions |
Percentage of legal ownership by HF Holding | 100.00% |
B&R Global [Member] | American Fortune Foods, Inc. [Member] | |
Date of incorporation | Feb. 19, 2014 |
Principal activities | Logistics solutions and importer |
Percentage of legal ownership by HF Holding | 100.00% |
B&R Global [Member] | Happy FM Group, Inc. [Member] | |
Date of incorporation | Apr. 9, 2014 |
Principal activities | Logistics solutions |
Percentage of legal ownership by HF Holding | 100.00% |
B&R Global [Member] | GM Food Supplies, Inc. [Member] | |
Date of incorporation | Mar. 22, 2016 |
Principal activities | Logistics solutions |
Percentage of legal ownership by HF Holding | 100.00% |
B&R Global [Member] | Lin's Distribution Inc. [Member] | |
Principal activities | Logistics solutions |
Percentage of legal ownership by HF Holding | 100.00% |
B&R Global [Member] | Lin's Farm, LLC [Member] | |
Date of incorporation | Jul. 2, 2014 |
Principal activities | Poultry processing |
Percentage of legal ownership by HF Holding | 100.00% |
B&R Global [Member] | New Berry Trading LLC [Member] | |
Date of incorporation | Sep. 5, 2012 |
Principal activities | Logistics solutions |
Percentage of legal ownership by HF Holding | 100.00% |
B&R Global [Member] | Hayward Trucking, Inc. [Member] | |
Date of incorporation | Sep. 5, 2012 |
Principal activities | Logistics solutions |
Percentage of legal ownership by HF Holding | 100.00% |
B&R Global [Member] | Fuso Trucking, Corp. [Member] | |
Date of incorporation | Jan. 20, 2015 |
Principal activities | Logistics solutions |
B&R Global [Member] | Yi Z Services, LLC [Member] | |
Principal activities | Logistics solutions |
Percentage of legal ownership by HF Holding | 100.00% |
B&R Global [Member] | Golden Well, Inc. [Member] | |
Date of incorporation | Nov. 8, 2011 |
Principal activities | Logistics solutions |
Percentage of legal ownership by HF Holding | 100.00% |
B&R Global [Member] | Kami Trading, Inc. [Member] | |
Date of incorporation | Nov. 20, 2013 |
Principal activities | Importer |
Percentage of legal ownership by HF Holding | 100.00% |
B&R Global [Member] | Royal Trucking Services, Inc. [Member] | |
Date of incorporation | May 19, 2015 |
Principal activities | Logistics solutions |
Percentage of legal ownership by HF Holding | 100.00% |
B&R Global [Member] | Royal Service, Inc. [Member] | |
Date of incorporation | Dec. 29, 2014 |
Principal activities | Logistics solutions |
Percentage of legal ownership by HF Holding | 100.00% |
B&R Global [Member] | MF Food Services, Inc. [Member] | |
Date of incorporation | Dec. 21, 2017 |
Principal activities | Logistics solutions |
Percentage of legal ownership by HF Holding | 100.00% |
HF Holding [Member] | |
Date of incorporation | Oct. 11, 2017 |
Principal activities | Holding Company |
B&R Global [Member] | B&R Global [Member] | |
Date of incorporation | Jan. 3, 2014 |
Principal activities | Holding Company |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies (Details Textual) shares in Thousands | 12 Months Ended | |||
Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Jan. 01, 2019USD ($) | Dec. 31, 2017USD ($) | |
Cash Equivalents, at Carrying Value, Total | $ 0 | $ 0 | ||
Accounts Receivable, Allowance for Credit Loss, Current | 623,970 | 658,104 | $ 567,108 | |
Inventory Valuation Reserves, Ending Balance | 16,928 | 0 | ||
Equity Method Investment, Other than Temporary Impairment | 0 | 0 | ||
Impairment of Long-Lived Assets Held-for-use | 0 | 0 | ||
Unrecognized Tax Benefits, Ending Balance | 0 | 0 | ||
Operating Lease, Right-of-Use Asset | $ 17,155,584 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 0 | 0 | ||
Operating Lease, Liability, Total | $ 17,155,584 | |||
Cost of Goods and Service Benchmark [Member] | Advance Payments Outstanding [Member] | ||||
Number of Major Suppliers | 2 | 3 | ||
Cost of Goods and Service Benchmark [Member] | Advance Payments Outstanding [Member] | Supplier One [Member] | ||||
Concentration Risk, Percentage | 34.00% | 55.00% | ||
Cost of Goods and Service Benchmark [Member] | Advance Payments Outstanding [Member] | Supplier Two [Member] | ||||
Concentration Risk, Percentage | 15.00% | 18.00% | ||
Cost of Goods and Service Benchmark [Member] | Advance Payments Outstanding [Member] | Supplier Three [Member] | ||||
Concentration Risk, Percentage | 12.00% | |||
Cost of Goods and Service Benchmark [Member] | Advance Payments to Related Parties [Member] | ||||
Number of Major Suppliers | 2 | 3 | ||
Cost of Goods and Service Benchmark [Member] | Advance Payments to Related Parties [Member] | Supplier One [Member] | ||||
Concentration Risk, Percentage | 70.00% | 65.00% | ||
Cost of Goods and Service Benchmark [Member] | Advance Payments to Related Parties [Member] | Supplier Two [Member] | ||||
Concentration Risk, Percentage | 30.00% | 22.00% | ||
Cost of Goods and Service Benchmark [Member] | Advance Payments to Related Parties [Member] | Supplier Three [Member] | ||||
Concentration Risk, Percentage | 14.00% | |||
Accounting Standards Update 2016-02 [Member] | ||||
Operating Lease, Right-of-Use Asset | $ 21,200,000 | |||
Operating Lease, Liability, Total | $ 21,200,000 | |||
Selling, General and Administrative Expenses [Member] | ||||
Cost of Goods and Services Sold, Total | $ 4,443,967 | $ 5,205,673 |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies - Variable Interest Entities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current assets | $ 151,419,617 | $ 59,042,764 |
Total assets | 802,843,794 | 82,476,407 |
Current liabilities | 110,445,754 | 33,588,305 |
Total liabilities | 195,187,062 | 48,014,925 |
Net revenue | 388,162,281 | 291,006,698 |
Net income | 5,895,286 | 6,353,695 |
Net cash provided by operating activities | 4,666,528 | 11,953,466 |
Net cash used in financing activities | 1,607,239 | (6,184,793) |
Net decrease in cash and cash equivalents | 9,048,882 | (596,640) |
Variable Entity [Member] | ||
Current assets | 158,184 | |
Non-current assets | 301,803 | |
Total assets | 459,987 | |
Current liabilities | 805,666 | |
Non-current liabilities | 69,321 | |
Total liabilities | 874,987 | |
Net revenue | 420,163 | |
Net income | 68,449 | |
Net cash provided by operating activities | 201,885 | |
Net cash used in financing activities | (207,159) | |
Net decrease in cash and cash equivalents | $ (5,274) |
Note 2 - Summary of Significa_5
Note 2 - Summary of Significant Accounting Policies - Noncontrolling Interest (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Noncontrolling interest | $ 4,248,787 | $ 1,104,678 |
Kirnland [Member] | ||
Percent of ownership of noncontrolling interest | 33.30% | |
Noncontrolling interest | $ 1,292,623 | 1,104,678 |
OW [Member] | ||
Percent of ownership of noncontrolling interest | 32.50% | |
Noncontrolling interest | $ 1,600,058 | |
MS [Member] | ||
Percent of ownership of noncontrolling interest | 35.00% | |
Noncontrolling interest | $ 459,126 | |
MIN [Member] | ||
Percent of ownership of noncontrolling interest | 39.70% | |
Noncontrolling interest | $ 896,980 |
Note 2 - Summary of Significa_6
Note 2 - Summary of Significant Accounting Policies - Estimated Useful Lives of Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Building and Building Improvements [Member] | Minimum [Member] | |
Estimated useful lives of property and equipment (Year) | 7 years |
Building and Building Improvements [Member] | Maximum [Member] | |
Estimated useful lives of property and equipment (Year) | 39 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Estimated useful lives of property and equipment (Year) | 3 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Estimated useful lives of property and equipment (Year) | 15 years |
Vehicles [Member] | Minimum [Member] | |
Estimated useful lives of property and equipment (Year) | 5 years |
Vehicles [Member] | Maximum [Member] | |
Estimated useful lives of property and equipment (Year) | 7 years |
Note 2 - Summary of Significa_7
Note 2 - Summary of Significant Accounting Policies - Useful Lives of Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Trade Names [Member] | |
Finite-lived intangible asset, useful life (Year) | 10 years |
Customer Relationships [Member] | |
Finite-lived intangible asset, useful life (Year) | 20 years |
Note 2 - Summary of Significa_8
Note 2 - Summary of Significant Accounting Policies - Summary of Disaggregated Revenue (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | $ 388,162,281 | $ 291,006,698 |
NORTH CAROLINA | ||
Revenue | 145,756,172 | 138,790,263 |
FLORIDA | ||
Revenue | 91,173,814 | 88,670,044 |
GEORGIA | ||
Revenue | 65,173,052 | 63,546,391 |
ARIZONA | ||
Revenue | 7,196,217 | |
CALIFORNIA | ||
Revenue | 54,877,209 | |
COLORADO | ||
Revenue | 6,658,931 | |
UTAH | ||
Revenue | 8,249,684 | |
WASHINGTON | ||
Revenue | $ 9,077,202 |
Note 3 - Accounts Receivable,_3
Note 3 - Accounts Receivable, Net - Accounts Receivable (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Accounts receivable | $ 50,651,104 | $ 15,064,580 | |
Less: allowance for doubtful accounts | (623,970) | (658,104) | $ (567,108) |
Accounts receivable, net | $ 50,027,134 | $ 14,406,476 |
Note 3 - Accounts Receivable,_4
Note 3 - Accounts Receivable, Net - Allowance for Doubtful Accounts (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Beginning balance | $ 658,104 | $ 567,108 |
Provision for doubtful accounts | (4,515) | 119,329 |
Less: write off/recovery | (29,619) | (28,333) |
Ending balance | $ 623,970 | $ 658,104 |
Note 4 - Notes Receivable (Deta
Note 4 - Notes Receivable (Details Textual) - Promissory Note Agreement [Member] - USD ($) | Sep. 30, 2019 | Sep. 30, 2018 |
Feilong Trading, Inc, [Member] | ||
Promissory Note Receivable, Maximum Borrowing Capacity | $ 4,000,000 | |
Note Receivable, Interest Rate | 5.00% | |
Note Receivable Sold, Original Amount | $ 3,622,505 | |
Mr Zhou Min Ni [Member] | ||
Treasury Stock Shares Exchanged for Note Receivable | 272,369 | |
Restricted Shares, Held in Escrow | 89,882 |
Note 5 - Long-term Investment_2
Note 5 - Long-term Investments (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Equity Method Investment, Other than Temporary Impairment | $ 0 | $ 0 |
Note 5 - Long-term Investment_3
Note 5 - Long-term Investments - Long-term Investments (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Ownership, value | $ 2,296,276 | |
Pt. Tamron Akuatik Produk Industri [Member] | ||
Ownership, percent | 12.00% | |
Ownership, value | $ 1,800,000 | |
Asahi Food, Inc. [Member] | ||
Ownership, percent | 49.00% | |
Ownership, value | $ 496,276 |
Note 6 - Property and Equipme_3
Note 6 - Property and Equipment, Net (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Depreciation, Total | $ 3,251,162 | $ 2,134,832 |
Note 6 - Property and Equipme_4
Note 6 - Property and Equipment, Net - Property and Equipment (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Property and equipment, gross | $ 66,168,472 | $ 40,820,575 |
Less: accumulated depreciation | (28,630,325) | (18,170,554) |
Property and equipment, net | 37,538,147 | 22,650,021 |
Land [Member] | ||
Property and equipment, gross | 2,010,253 | 1,608,647 |
Building and Building Improvements [Member] | ||
Property and equipment, gross | 26,903,528 | 18,784,628 |
Machinery and Equipment [Member] | ||
Property and equipment, gross | 13,412,961 | 10,160,205 |
Vehicles [Member] | ||
Property and equipment, gross | $ 23,841,730 | $ 10,267,095 |
Note 7 - Business Combination_3
Note 7 - Business Combination With B&R Global (Details Textual) - B & R [Member] - USD ($) | Nov. 04, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 30,700,000 | ||
Business Combination, Consideration Transferred, Total | $ 576,699,494 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 188,503,000 | ||
Business Combination, Pro Forma Information, Amortization Expense | $ 10,890,300 | $ 10,890,300 | |
Trade Names [Member] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 29,303,000 | ||
Customer Relationships [Member] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 159,200,000 |
Note 7 - Business Combination_4
Note 7 - Business Combination With B&R Global - Assets Acquired and Liabilities Assumed (Details) - USD ($) | Nov. 04, 2019 | Dec. 31, 2019 | [1] | Dec. 31, 2018 |
Goodwill | $ 406,703,348 | |||
B & R [Member] | ||||
Cash | $ 7,017,467 | |||
Accounts receivable, net | 30,934,831 | |||
Accounts receivable - related parties, net | 3,393,930 | |||
Inventories, net | 56,451,885 | |||
Other current assets | 2,332,063 | |||
Other current assets - related parties | 498,211 | |||
Advances to suppliers, net | 97,964 | |||
Property and equipment, net | 11,042,601 | |||
Deposit | 281,282 | |||
Deposit – related parties | 591,380 | |||
Long-term investments | 2,289,389 | |||
Right-of-use assets | 17,791,681 | |||
TANGIBLE ASSETS ACQUIRED | 132,722,684 | |||
Lines of credit | 35,567,911 | |||
Accounts payable | 24,884,247 | |||
Accounts payable - related parties | 1,528,139 | |||
Bank overdraft | 12,082,094 | |||
Accrued expenses | 778,779 | |||
Other payables | 185,938 | |||
Other payables – related party | 733,448 | |||
Customer deposits | 38,510 | |||
Long-term debt | 3,284,159 | |||
Lease liabilities | 17,791,680 | |||
Deferred tax liabilities arising from acquired intangible assets | 51,413,633 | |||
TANGIBLE LIABILITIES ASSUMED | 148,288,538 | |||
NET TANGIBLE LIABILITIES ASSUMED | (15,565,854) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 188,503,000 | |||
Goodwill | 406,703,348 | |||
INTANGIBLE ASSETS ACQUIRED | 595,206,348 | |||
Noncontrolling interests | 2,941,000 | |||
Total consideration | 576,699,494 | |||
$ 579,640,494 | ||||
[1] | There are no accumulated impairment losses. |
Note 7 - Business Combination_5
Note 7 - Business Combination With B&R Global - Proforma Information (Details) - B & R [Member] - USD ($) | 2 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Net Revenue | $ 86,059,243 | |||
Net Income | $ 1,355,343 | |||
Pro forma Net revenue | $ 828,045,703 | $ 817,981,204 | ||
Pro forma Net income | [1] | 6,799,694 | 16,114,247 | |
Pro forma Net income attributable to HF Group | [1] | $ 5,662,499 | $ 15,774,413 | |
Pro forma earnings per common share - basic and diluted (in dollars per share) | $ 0.11 | $ 0.31 | ||
Weighted average shares - basic and diluted (in shares) | 53,293,566 | 51,232,829 | ||
[1] | Includes intangibles asset amortization expense of $10,890,300 for the years ended December 31, 2019 and December 31, 2018, respectively. |
Note 8 - Goodwill and Acquire_3
Note 8 - Goodwill and Acquired Intangible Assets (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Amortization of Intangible Assets, Total | $ 1,815,050 | $ 0 |
B & R [Member] | ||
Finite-lived Intangible Assets Acquired | $ 188,503,000 | |
B & R [Member] | Trade Names [Member] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | |
B & R [Member] | Customer Relationships [Member] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 20 years |
Note 8 - Goodwill and Acquire_4
Note 8 - Goodwill and Acquired Intangible Assets - Goodwill (Details) | 12 Months Ended | |
Dec. 31, 2019USD ($) | ||
Balance | ||
B&R Global Acquisition | 406,703,348 | |
Balance | 406,703,348 | [1] |
HF Foods [Member] | ||
Balance | ||
B&R Global Acquisition | ||
Balance | [1] | |
B&R Global [Member] | ||
Balance | ||
B&R Global Acquisition | 406,703,348 | |
Balance | $ 406,703,348 | [1] |
[1] | There are no accumulated impairment losses. |
Note 8 - Goodwill and Acquire_5
Note 8 - Goodwill and Acquired Intangible Assets- Intangible Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Gross carrying amount | $ 188,503,000 | |
Accumulated amortization | (1,815,050) | |
Net carrying amount | 186,687,950 | |
Trade Names [Member] | ||
Gross carrying amount | 29,303,000 | |
Accumulated amortization | (488,383) | |
Net carrying amount | 28,814,617 | |
Customer Relationships [Member] | ||
Gross carrying amount | 159,200,000 | |
Accumulated amortization | (1,326,667) | |
Net carrying amount | $ 157,873,333 |
Note 8 - Goodwill and Acquire_6
Note 8 - Goodwill and Acquired Intangible Assets - Futue Amortization Expense (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
2020 | $ 10,890,300 | |
2021 | 10,890,300 | |
2022 | 10,890,300 | |
2023 | 10,890,300 | |
2024 | 10,890,300 | |
Thereafter | 132,236,450 | |
Total | $ 186,687,950 |
Note 9 - Lines of Credit (Detai
Note 9 - Lines of Credit (Details Textual) | Nov. 04, 2019USD ($) | Apr. 18, 2019USD ($) | Jul. 01, 2016USD ($) | Jan. 31, 2018 | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Nov. 14, 2012USD ($) |
East West Bank [Member] | |||||||
Repayments of Senior Debt, Total | $ 6,111,692 | ||||||
East West Bank [Member] | Revolving Credit Facility [Member] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000,000 | ||||||
Repayments of Long-term Lines of Credit | $ 13,864,481 | ||||||
Long-term Line of Credit, Total | $ 11,864,481 | ||||||
East West Bank [Member] | Revolving Credit Facility [Member] | Minimum [Member] | |||||||
Line of Credit Facility, Interest Rate at Period End | 4.214% | 4.625% | |||||
East West Bank [Member] | Revolving Credit Facility [Member] | Prime Rate [Member] | |||||||
Debt Instrument, Basis Spread on Variable Rate | (0.375%) | ||||||
East West Bank [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 2.20% | ||||||
JP Morgan [Member] | Amended and Restated Credit Agreement [Member] | Mortgage-Secured Term Loans [Member] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 100,000,000 | ||||||
Long-term Line of Credit, Total | $ 41,600,000 | ||||||
Fixed Charge Coverage Ratio Required | 1.1 | ||||||
Han Feng, Inc. ("Han Feng") [Member] | Line of Credit Agreement [Member] | East West Bank [Member] | Revolving Credit Facility [Member] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 14,500,000 | ||||||
Repayments of Long-term Lines of Credit | $ 5,156,018 | ||||||
Han Feng, Inc. ("Han Feng") [Member] | Line of Credit Agreement [Member] | East West Bank [Member] | Revolving Credit Facility [Member] | Maximum [Member] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.25% | ||||||
Han Feng, Inc. ("Han Feng") [Member] | Line of Credit Agreement [Member] | East West Bank [Member] | Revolving Credit Facility [Member] | Prime Rate [Member] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 0.15% | ||||||
New Southern Food Distributors, Inc. ("NSF") [Member] | Line of Credit Agreement [Member] | Bank of America [Member] | Revolving Credit Facility [Member] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 4,000,000 | ||||||
Repayments of Long-term Lines of Credit | $ 954,984 | ||||||
New Southern Food Distributors, Inc. ("NSF") [Member] | Line of Credit Agreement [Member] | Bank of America [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% |
Note 10 - Long-term Debt (Detai
Note 10 - Long-term Debt (Details Textual) | Dec. 31, 2019USD ($) |
East West Bank [Member] | Debt Instrument, Redemption, Period One [Member] | |
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | $ 2,293,751 |
East West Bank [Member] | Debt Instrument, Redemption, Period Two [Member] | |
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | 3,007,239 |
Capital Bank [Member] | |
Debt Instrument, Collateral Amount | 3,116,687 |
Bank of America [Member] | |
Debt Instrument, Collateral Amount | $ 1,382,046 |
Note 10 - Long-term Debt - Long
Note 10 - Long-term Debt - Long-term Debt (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | |
Total debt | $ 21,261,997 | $ 14,565,295 | |
Less: current portion | (2,726,981) | (1,455,441) | |
Long-term debt | 18,535,016 | 13,109,854 | |
East West Bank [Member] | |||
Total debt | [1] | $ 6,989,016 | 5,053,539 |
East West Bank [Member] | Minimum [Member] | |||
Interest rate | [1] | 3.94% | |
East West Bank [Member] | Maximum [Member] | |||
Interest rate | [1] | 4.25% | |
Capital Bank [Member] | |||
Interest rate | [2] | 3.85% | |
Total debt | [2] | $ 4,967,075 | 5,138,988 |
Bank of America [Member] | |||
Total debt | [3] | $ 4,263,663 | 1,363,211 |
Bank of America [Member] | Minimum [Member] | |||
Interest rate | [3] | 3.90% | |
Bank of America [Member] | Maximum [Member] | |||
Interest rate | [3] | 5.51% | |
JP Morgan [Member] | |||
Interest rate | [4] | 3.07% | |
Total debt | [4] | $ 2,702,371 | |
Bank of Montreal [Member] | |||
Total debt | [5] | $ 508,564 | 2,256,724 |
Bank of Montreal [Member] | Minimum [Member] | |||
Interest rate | [5] | 5.87% | |
Bank of Montreal [Member] | Maximum [Member] | |||
Interest rate | [5] | 5.99% | |
Peoples United Bank [Member] | |||
Total debt | [5] | $ 1,114,993 | |
Peoples United Bank [Member] | Minimum [Member] | |||
Interest rate | [5] | 5.75% | |
Peoples United Bank [Member] | Maximum [Member] | |||
Interest rate | [5] | 7.53% | |
Other Finance Companies [Member] | |||
Total debt | [5] | $ 716,315 | $ 752,833 |
Other Finance Companies [Member] | Minimum [Member] | |||
Interest rate | [5] | 3.90% | |
Other Finance Companies [Member] | Maximum [Member] | |||
Interest rate | [5] | 6.14% | |
[1] | Guaranteed by two shareholders of the Company, as well as five subsidiaries of the Company, Han Feng, TT, MFD, R&N Holding and R&N Lexington. Also secured by assets of Han Feng and R&N Lexington and R&N Holding, two real properties of R&N Holding, and a parcel of real property owned by R&N Lexington. Balloon payment of $2,293,751 is due in 2027 and another balloon payments of $3,007,239 is due in 2029. | ||
[2] | Guaranteed by two shareholders, as well as Han Feng, a subsidiary of the Company. Also secured by a real property owned by HG Realty. Balloon payment for this debt is $3,116,687. | ||
[3] | Guaranteed by two shareholders, as well as two subsidiaries of the Company, NSF and BB. Secured by real property, equipment and fixtures, inventories, receivables and all other personal property owned by NSF. Balloon payment for this long-term debt is $1,382,046. | ||
[4] | Secured by specific vehicles and equipment as defined in loan agreements. | ||
[5] | Secured by vehicles. |
Note 10 - Long-term Debt - Futu
Note 10 - Long-term Debt - Future Maturities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
2021 | $ 2,498,578 | |
2022 | 2,169,861 | |
2023 | 1,202,845 | |
2024 | 684,129 | |
Thereafter | 11,979,603 | |
Total | $ 21,261,997 | $ 14,565,295 |
Note 11 - Leases (Details Textu
Note 11 - Leases (Details Textual) - USD ($) | Feb. 23, 2019 | Dec. 31, 2019 | Jul. 02, 2018 |
Jianping An [Member] | AnHeart [Member] | |||
Ownership Interest, Transferred, Transfer Price | $ 20,000 | ||
Building [Member] | Lease for 273 Fifth Avenue, Manhattan,New York [Member] | |||
Lessee, Operating Lease, Term of Contract | 30 years | ||
Building [Member] | Lease for 275 Fifth Avenue, Manhattan,New York [Member] | |||
Lessee, Operating Lease, Term of Contract | 15 years | ||
Minimum [Member] | |||
Lessee, Operating Lease, Term of Contract | 1 year | ||
Maximum [Member] | |||
Lessee, Operating Lease, Term of Contract | 5 years |
Note 11 - Leases - Components o
Note 11 - Leases - Components of Operating and Finance Leases (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating lease cost | $ 1,601,678 | |
Operating leases, weighted average remaining lease term (Month) | 4 years 90 days | |
Operating leases, weighted average discount rate | 4.00% | |
Amortization of right-of-use assets | $ 571,130 | $ 275,163 |
Interest on lease liabilities | 110,274 | 51,637 |
Total finance leases cost | $ 681,404 | $ 326,800 |
Note 11 - Leases - Supplemental
Note 11 - Leases - Supplemental Cash Flow Information Related to Operating and Finance Leases (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating cash flows from finance leases | $ 110,274 | $ 51,537 |
Note 11 - Leases - Balance Shee
Note 11 - Leases - Balance Sheet (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Property and equipment, gross | $ 66,168,472 | $ 40,820,575 |
Less: accumulated depreciation | (28,630,325) | (18,170,554) |
Property and equipment, net | $ 37,538,147 | $ 22,650,021 |
Finance leases, Weighted Average Remaining Lease Term (Year) | 54 years | 27 years |
Finance leases, Weighted Average Discount Rate | 7.51% | 8.05% |
Finance Lease [Member] | ||
Property and equipment, gross | $ 2,793,731 | $ 1,484,911 |
Less: accumulated depreciation | (1,293,130) | (810,753) |
Property and equipment, net | $ 1,500,601 | $ 674,158 |
Note 11 - Leases - Maturities o
Note 11 - Leases - Maturities of Lease Liabilities (Details) | Dec. 31, 2019USD ($) |
Operating Leases, 2020 | $ 4,956,356 |
Finance Leases, 2020 | 373,715 |
Operating Leases, 2021 | 4,423,554 |
Finance Leases, 2021 | 362,024 |
Operating Leases, 2022 | 3,860,092 |
Finance Leases, 2022 | 334,223 |
Operating Leases, 2023 | 3,330,372 |
Finance Leases, 2023 | 313,160 |
Operating Leases, 2024 | 2,184,500 |
Finance Leases, 2024 | 227,788 |
Operating Leases, Total Lease Payments | 18,754,874 |
Finance Leases, Total Lease Payments | 1,610,910 |
Operating Leases, Less Imputed Interest | (1,599,290) |
Finance Leases, Less Imputed Interest | (277,501) |
Operating Leases, Total | 17,155,584 |
Finance Leases, Total | $ 1,333,409 |
Note 12 - Supplemental Cash F_3
Note 12 - Supplemental Cash Flows Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Cash paid for interest | $ 1,520,545 | $ 1,344,750 | |
Cash paid for income taxes | 2,677,205 | 2,065,000 | |
Right of use assets obtained in exchange for operating lease liabilities | 767,323 | ||
Property and equipment obtained in exchange for finance lease liabilities | 1,432,662 | ||
Property and equipment purchases from notes payable | 1,080,153 | ||
Notes receivable sold to shareholder in exchange of common stock | 12,038,030 | ||
Common Stock issued for consideration of acquisition of B&R Global* | [1] | $ 576,699,494 | |
[1] | See Note 7 for details of assets acquired and liabilities assumed under the B&R Acquisition. |
Note 13 - Taxes (Details Textua
Note 13 - Taxes (Details Textual) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% | 35.00% |
Note 13 - Taxes - Income Tax Pr
Note 13 - Taxes - Income Tax Provision (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | ||
Federal | $ 1,907,309 | $ 1,474,467 |
State | 540,488 | 373,871 |
Current income taxes | 2,447,797 | 1,848,338 |
Deferred: | ||
Federal | (156,892) | 520,163 |
State | (93,813) | 121,754 |
Deferred income taxes | (250,705) | 641,917 |
Total provision for income taxes | $ 2,197,092 | $ 2,490,255 |
Note 13 - Taxes - Deferred Tax
Note 13 - Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Allowance for doubtful accounts | $ 373,438 | $ 165,083 |
Inventories | 594,628 | 113,730 |
Federal NOL | 228,637 | |
State NOL | 80,514 | |
Section 481(a) adjustment | 40,317 | |
Accrued expenses | 80,100 | 46,750 |
Total deferred tax assets | 1,357,317 | 365,880 |
Deferred tax liabilities: | ||
Property and equipment | (3,270,536) | (1,444,008) |
Intangibles assets | (50,327,833) | |
Total deferred tax liabilities | (53,598,369) | (1,444,008) |
Net deferred tax liabilities | (52,241,052) | (1,078,128) |
Deferred tax assets | 78,993 | 117,933 |
Deferred tax liabilities | (52,320,045) | (1,196,061) |
Net deferred tax liabilities | $ (52,241,052) | $ (1,078,128) |
Note 13 - Taxes - Reconciliatio
Note 13 - Taxes - Reconciliation of Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Federal statutory tax rate | 21.00% | 21.00% | 35.00% |
State statutory tax rate | 4.00% | 4.40% | |
U.S. permanent difference | 1.00% | 1.00% | |
Other | 1.20% | 1.70% | |
Effective tax rate | 27.20% | 28.10% |
Note 14 - Related Party Trans_3
Note 14 - Related Party Transactions (Details Textual) - USD ($) | Sep. 30, 2019 | Mar. 01, 2019 | Sep. 30, 2018 | Mar. 01, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Notes Receivable, Related Parties | $ 8,540,949 | |||||||
Accounts Payable, Related Parties, Current | 4,521,356 | 3,923,120 | ||||||
Contract with Customer, Liability, Current | 0 | 166,490 | ||||||
Related Party, Deposit Assets | 591,380 | |||||||
Property, Plant and Equipment, Net, Ending Balance | 37,538,147 | 22,650,021 | ||||||
Depreciation, Total | 3,251,162 | 2,134,832 | ||||||
Revenue from Contract with Customer, Including Assessed Tax | 388,162,281 | 291,006,698 | ||||||
Related Party Transaction, Purchases from Related Party | 40,388,000 | 31,676,828 | ||||||
Promissory Note Agreements, January 2018 to September 2019 [Member] | Mr Zhou Min Ni [Member] | ||||||||
Note Receivable Sold, Original Amount | $ 8,415,525 | |||||||
Treasury Stock Shares Exchanged for Note Receivable | 632,746 | |||||||
Restricted Shares, Held in Escrow | 208,806 | |||||||
NSG International Inc [Member] | ||||||||
Notes Receivable, Related Parties | $ 5,941,031 | $ 5,993,552 | ||||||
R&N Holdings [Member] | Building [Member] | ||||||||
Property, Plant and Equipment, Net, Ending Balance | 400,000 | 400,000 | ||||||
Depreciation, Total | 78,282 | 100,000 | ||||||
Rental Income, Nonoperating | 45,600 | 45,600 | ||||||
HG Realty [Member] | Building [Member] | ||||||||
Property, Plant and Equipment, Net, Ending Balance | 3,223,745 | 3,223,745 | ||||||
Depreciation, Total | 516,626 | 433,966 | ||||||
Rental Income, Nonoperating | 480,000 | 480,000 | ||||||
B & R [Member] | Building [Member] | ||||||||
Rental Income, Nonoperating | 751,000 | |||||||
Kirnland [Member] | Building [Member] | ||||||||
Rental Income, Nonoperating | 120,000 | |||||||
Related Parties [Member] | ||||||||
Revenue from Contract with Customer, Including Assessed Tax | 19,352,408 | $ 18,147,003 | ||||||
Promissory Note Agreement [Member] | Enson Seafood GA Inc [Member] | ||||||||
Notes Payable, Total | $ 2,000,000 | $ 550,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | ||||||
Debt Instrument, Periodic Payment, Total | $ 171,215 | |||||||
Debt Instrument, Term | 1 year | |||||||
Promissory Note Agreement [Member] | NSG International Inc [Member] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | ||||||
Debt Instrument, Term | 5 years | |||||||
Promissory Note Agreement [Member] | Revolution Automotive LLC [Member] | ||||||||
Notes Payable, Total | $ 483,628 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||
Debt Instrument, Periodic Payment, Total | $ 5,000 | |||||||
Debt Instrument, Term | 5 years | |||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | $ 284,453 | |||||||
Deposits for Warehouse Rentals [Member] | ||||||||
Related Party, Deposit Assets | 591,380 | $ 0 | ||||||
Mortgage-secured Term Loan [Member] | B&R Group Realty [Member] | ||||||||
Due from Related Parties, Total | $ 55,400,000 | |||||||
Allstate Trading Company Inc [Member] | Mr Zhou Min Ni [Member] | ||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 40.00% | |||||||
Enson Seafood GA Inc [Member] | Mr Zhou Min Ni [Member] | ||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 50.00% | |||||||
Eagle Food Service LLC [Member] | Tina Ni [Member] | ||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 50.00% | |||||||
Fortune One Foods Inc [Member] | Mr Zhou Min Ni [Member] | ||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 17.50% | |||||||
Eastern Fresh LLC [Member] | Mr Zhou Min Ni [Member] | ||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 30.00% | |||||||
Enson Trading LLC [Member] | Mr Zhou Min Ni [Member] | ||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 25.00% | |||||||
Hengfeng Food Service Inc [Member] | Mr Zhou Min Ni [Member] | ||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 45.00% | |||||||
Enson Philadelphia Inc [Member] | Mr Zhou Min Ni [Member] | ||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 25.00% | |||||||
ABC Trading, LLC [Member] | Mr Zhou Min Ni [Member] | ||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 10.38% | |||||||
Ocean Pacific Seafood Group [Member] | Mr Zhou Min Ni [Member] | ||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 25.00% | |||||||
Revolution Industry LLC [Member] | Mr Zhou Min Ni [Member] | ||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 100.00% | |||||||
First Choice Seafood [Member] | Mr Zhou Min Ni [Member] | ||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 50.00% | |||||||
NSG International Inc [Member] | Mr Zhou Min Ni [Member] | ||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 30.00% | |||||||
Revolution Automotive LLC [Member] | Raymond Ni [Member] | ||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 100.00% |
Note 14 - Related Party Trans_4
Note 14 - Related Party Transactions - Summary of Accounts Receivable With Related Parties (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounts receivable | $ 4,202,870 | $ 2,292,151 | |
Allstate Trading Company Inc [Member] | |||
Accounts receivable | [1] | 11,322 | 1,000 |
Enson Seafood GA Inc [Member] | |||
Accounts receivable | [2] | 348,833 | 255,412 |
Eagle Food Service LLC [Member] | |||
Accounts receivable | [3] | 979,591 | 817,275 |
Fortune One Foods Inc [Member] | |||
Accounts receivable | [4] | 53,862 | 130,314 |
Eastern Fresh LLC [Member] | |||
Accounts receivable | [5] | 1,511,075 | 784,836 |
Enson Trading LLC [Member] | |||
Accounts receivable | [6] | 341,200 | 170,633 |
Hengfeng Food Service Inc [Member] | |||
Accounts receivable | [7] | 477,541 | 83,654 |
N&F [Member] | |||
Accounts receivable | [8] | 119,241 | |
ABC Trading, LLC [Member] | |||
Accounts receivable | [9] | 238,513 | |
Other Related Parties [Member] | |||
Accounts receivable | $ 121,692 | $ 49,027 | |
[1] | Mr. Zhou Min Ni, the Chairman and Co-Chief Executive Officer of the Company, owns a 40% equity interest in this entity; | ||
[2] | Mr. Zhou Min Ni owns a 50% equity interest in this entity. | ||
[3] | Tina Ni, one of Mr. Zhou Min Ni's family members, owns a 50% equity interest in this entity. | ||
[4] | Mr. Zhou Min Ni owns a 17.5% equity interest in this entity. | ||
[5] | Mr. Zhou Min Ni owns a 30% equity interest in this entity. | ||
[6] | Mr. Zhou Min Ni owns a 25% equity interest in this entity. | ||
[7] | Mr. Zhou Min Ni owns a 45% equity interest in this entity. | ||
[8] | Mr. Zhou Min Ni owns a 25% equity interest in this entity. | ||
[9] | Mr. Zhou Min Ni owns a 25% equity interest in this entity. |
Note 14 - Related Party Trans_5
Note 14 - Related Party Transactions - Summary of Advances to Related Party Suppliers (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | |
Advances to suppliers | $ 745,135 | $ 1,526,482 | |
Ocean Pacific Seafood Group [Member] | |||
Advances to suppliers | [1] | 223,303 | 208,960 |
Revolution Industry LLC [Member] | |||
Advances to suppliers | [2] | 521,832 | 329,394 |
First Choice Seafood [Member] | |||
Advances to suppliers | [3] | $ 988,128 | |
[1] | Mr. Zhou Min Ni owns a 25% equity interest in this entity. | ||
[2] | The son of Mr. Zhou Min N, Raymond Ni, owns 100% of Revolution Industry LLC. | ||
[3] | First Choice Seafood is owned by Enson Seafood GA Inc. of which Mr. Zhou Min Ni owns a 50% equity interest. |
Note 14 - Related Party Trans_6
Note 14 - Related Party Transactions - Outstanding Loans to Various Partners (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | |
Notes receivable | $ 8,540,949 | ||
Less: Current portion | 8,117,686 | ||
Total | 423,263 | ||
Enson Seafood GA Inc [Member] | |||
Notes receivable | 1,987,241 | ||
Han Feng [Member] | |||
Notes receivable | [1] | 6,092,397 | |
Revolution Automotive LLC [Member] | |||
Notes receivable | [2] | $ 461,311 | |
[1] | Mr. Zhou Min Ni owns a 30% equity interest in this entity. | ||
[2] | The son of Mr. Zhou Min Ni, Raymond Ni, owns 100% of Revolution Automotive LLC. |
Note 15 - Segment Reporting (De
Note 15 - Segment Reporting (Details Textual) | 12 Months Ended |
Dec. 31, 2019 | |
Number of Operating Segments | 2 |
Note 15 - Segment Reporting - N
Note 15 - Segment Reporting - Net Sales by Segment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Net revenue | $ 388,162,281 | $ 291,006,698 |
HF Foods [Member] | ||
Net revenue | 302,103,038 | 291,006,698 |
B&R Global [Member] | ||
Net revenue | $ 86,059,243 |
Note 15 - Segment Reporting - R
Note 15 - Segment Reporting - Revenue by Business Operation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | $ 388,162,281 | $ 291,006,698 |
Cost of revenue | 324,953,758 | 241,441,149 |
Gross profit | 63,208,523 | 49,565,549 |
Depreciation and amortization | 6,754,508 | 2,134,832 |
Total capital expenditures | 4,835,929 | |
HF Foods [Member] | ||
Revenue | 302,103,038 | 291,006,698 |
Cost of revenue | 252,078,738 | 241,441,149 |
Gross profit | 50,024,300 | 49,565,549 |
Depreciation and amortization | 5,487,027 | 2,134,832 |
Total capital expenditures | 4,681,404 | |
B&R Global [Member] | ||
Revenue | 86,059,243 | |
Cost of revenue | 72,875,020 | |
Gross profit | 13,184,223 | |
Depreciation and amortization | 1,267,481 | |
Total capital expenditures | $ 154,525 |
Note 15 - Segment Reporting - A
Note 15 - Segment Reporting - Assets by Segment (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Total assets | $ 802,843,794 | $ 82,476,407 |
HF Foods [Member] | ||
Total assets | 80,514,529 | 82,476,407 |
B&R Global [Member] | ||
Total assets | $ 722,329,265 |
Note 17 - Subsequent Events (De
Note 17 - Subsequent Events (Details Textual) - USD ($) | Jan. 17, 2020 | Nov. 04, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Long-term Debt, Total | $ 21,261,997 | $ 14,565,295 | ||
B & R [Member] | ||||
Business Combination, Consideration Transferred, Total | $ 576,699,494 | |||
Subsequent Event [Member] | B & R [Member] | ||||
Business Combination, Consideration Transferred, Total | $ 101,000,000 | |||
Subsequent Event [Member] | Mortgage-Secured Term Loans [Member] | B & R [Member] | ||||
Business Combination, Consideration Transferred, Liabilities Incurred | 75,600,000 | |||
Subsequent Event [Member] | Unsecured Subordinated Promissory Note [Member] | B & R [Member] | ||||
Business Combination, Consideration Transferred, Liabilities Incurred | 7,000,000 | |||
JP Morgan [Member] | Second Amended Credit Agreement [Member] | Subsequent Event [Member] | Mortgage-Secured Term Loans [Member] | ||||
Long-term Debt, Total | 75,600,000 | |||
JP Morgan [Member] | Revolving Credit Facility [Member] | Second Amended Credit Agreement [Member] | Subsequent Event [Member] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 100,000,000 |