RELATED PARTY TRANSACTIONS | NOTE 13 - RELATED PARTY TRANSACTIONS The Company makes regular purchases from and sales to various related parties. Related party affiliations were attributed to transactions conducted between the Company and those business entities partially or wholly owned by the Company, the Company's officers and/or shareholders who owned no less than 10% shareholdings of the Company. Mr. Zhou Min Ni ("Mr. Ni"), the Company's former Co-Chief Executive Officer, resigned from all of his official posts on February 23, 2021. Mr. Ni and his immediate family members are treated as related parties for purposes of this report because Mr. Ni is a principal holder of the Company's securities. North Carolina Good Taste Noodle, Inc. ("NC Noodle") is a related party due to Mr. Jian Ming Ni's, a former Chief Financial Officer of the Company, continued ownership interest in NC Noodle. Revolution Industry and UGO, are also considered Unconsolidated VIEs as discussed further in Note 3 – Variable Interest Entities . The related party transactions as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021 are identified as follows: Related Party Sales and Purchases Transactions The Company makes regular sales to and purchases from various related parties. a. Purchase - related parties Below is a summary of purchases of goods and services from related parties recorded for the three months ended March 31, 2022 and 2021, respectively: Three Months Ended March 31, (In thousands) Nature 2022 2021 (a) Best Food Services, LLC Trade 2,945 990 (b) Eastern Fresh NJ LLC Trade 1,093 1,495 (c) Enson Group, Inc. (formerly "Enson Group, LLC") Trade — 52 (d) First Choice Seafood, Inc. Trade 83 83 (e) Fujian RongFeng Plastic Co., Ltd. Trade 398 800 (f) Han Feng Information Technology (Jinhua) Inc. Service — 42 (g) North Carolina Good Taste Noodle, Inc. Trade 1,658 1,325 (h) Ocean Pacific Seafood Group Inc. Trade 136 131 (i) Revolution Industry, LLC Trade — 259 (j) UGO USA Inc. Trade — 242 Other Trade 32 42 Total $ 6,345 $ 5,461 _______________ (a) Mr. Zhang previously owned an equity interest in this entity indirectly through its parent company as of October 31, 2020. This equity interest was transferred to three Irrevocable Trusts for the benefit of Mr. Zhang's children effective November 1, 2020. (b) Mr. Ni owns an equity interest in this entity. (c) Mr. Ni owns an equity interest in this entity. (d) Mr. Ni owns an equity interest in this entity indirectly through its parent company. (e) Mr. Ni owns an equity interest in this entity indirectly through its parent company. (f) Mr. Ni owns an equity interest in this entity. (g) Mr. Jian Ming Ni, former Chief Financial Officer owns an equity interest in this entity. (h) Mr. Ni owns an equity interest in this entity. (i) Raymond Ni, one of Mr. Ni’s family members, owns an equity interest in this entity. On February 25, 2021, Han Feng executed an asset purchase agreement to acquire the machinery and equipment of Revolution Industry, LLC ("RIL"). Han Feng has acquired substantially all of the operating assets used or held for use in such business operation for the amount of $250,000 plus the original wholesale purchase value of all verified, useable cabbage and egg roll mix inventory of RIL. Advances due from RIL at the time of transaction were an offset to the purchase price paid to RIL. Going forward, Han Feng has taken the egg roll production business in house and ceased its vendor relationship with RIL. (j) Mr. Ni owns an equity interest in this entity. Services rendered by Hanfeng (Fujian) Information Technology Co. Ltd. relate to outsourced sales call center services. Fees for services are based on a percentage of sales generated as defined in the agreement. From time to time such services are subcontracted to Hanfeng Information Technologies (Jinhua), Inc. b. Sales - related parties Below is a summary of sales to related parties recorded for the three months ended March 31, 2022 and 2021, respectively: Three Months Ended March 31, (In thousands) 2022 2021 (a) ABC Food Trading, LLC $ 1,192 $ 714 (b) Asahi Food, Inc. 181 118 (c) Best Food Services, LLC 645 74 (d) Eagle Food Service, LLC — 1,009 (e) Eastern Fresh NJ LLC — 23 (f) Enson Group, Inc. (formerly "Enson Group, LLC") — 27 (g) First Choice Seafood Inc 10 75 (h) Fortune One Foods, Inc. — 92 (i) Heng Feng Food Services, Inc. — 40 (j) N&F Logistics, Inc. 36 207 Other — 11 Total $ 2,064 $ 2,390 _______________ (a) Mr. Zhang previously owned an equity interest in this entity indirectly through its parent company as of October 31, 2020. This equity interest was transferred to 3 Irrevocable Trusts for the benefit of Mr. Zhang's children effective November 1, 2020. (b) The Company, through its subsidiary MF, owns an equity interest in this entity. (c) Mr. Zhang previously owned an equity interest in this entity indirectly through its parent company as of October 31, 2020. This equity interest was transferred to 3 Irrevocable Trusts for the benefit of Mr. Zhang's children effective November 1, 2020. (d) Tina Ni, one of Mr. Ni’s family members, owns an equity interest in this entity indirectly through its parent company. (e) Mr. Ni owns an equity interest in this entity. (f) Mr. Ni owns an equity interest in this entity. (g) Mr. Ni owns an equity interest in this entity indirectly through its parent company. (h) Mr. Ni owns an equity interest in this entity. (i) Mr. Ni owns an equity interest in this entity. (j) Mr. Ni owns an equity interest in this entity. c. Lease agreements - related parties The Company leases various facilities to related parties. The Company leased a facility to UGO USA Inc. under an operating lease agreement which was mutually terminated by both parties effective April 1, 2021. No rental income was recorded for the three months ended March 31, 2022. Rental income was $7,000 for the three months ended March 31, 2021, which is included in other income in the unaudited condensed consolidated statements of income and comprehensive income. The Company leased a facility to iUnited Services, LLC ("iUnited"), which has been determined to be a related party due to the equity ownership interest in iUnited of Mr. Jian Ming Ni, the Company's former Chief Financial Officer. The lease agreement was terminated in connection with the sale of the facility on November 3, 2021. The building and related land was sold to iUnited for $1.5 million and a gain of $0.8 million. Rental income for the three months ended March 31, 2021 was $15,000, which is included in other income in the consolidated statements of income and comprehensive income. The Company leased a production area to Revolution Industry, LLC under a month-to-month lease agreement. This lease agreement was terminated as a result of the asset purchase agreement executed on February 25, 2021. No rental income was recorded for the three months ended March 31, 2022. Rental income was $6,000 for the three months ended March 31, 2021, which is included in other income in the unaudited condensed consolidated statements of income and comprehensive income. The Company leases a warehouse to Enson Seafood GA Inc. (formerly “GA-GW Seafood, Inc.”) under an operating lease agreement expiring on September 21, 2027. Rental income for the three months ended March 31, 2022 and 2021 was $80,000 and $120,000, respectively, which is included in other income in the unaudited condensed consolidated statements of income and comprehensive income. Subsequent to March 31, 2022, on May 18, 2022, the Company sold the warehouse to Enson Seafood GA Inc. for approximately $7.2 million, recognized a gain of $1.5 million and used a portion of the proceeds to pay the outstanding balance of the Company's $4.5 million loan with First Horizon Bank. In 2020, the Company renewed a warehouse lease from Yoan Chang Trading Inc. ("Yoan") under an operating lease agreement expiring on December 31, 2020. In February 2021, the Company executed a new 5-year operating lease agreement with Yoan effective January 1, 2021 and expiring on December 31, 2025. Rent incurred was $72,000 and $77,000 for the three months ended March 31, 2022 and 2021, respectively, and is included in distribution, selling and administrative expenses in the unaudited condensed consolidated statements of income and comprehensive income. Related Party Balances a. Accounts receivable - related parties, net Below is a summary of accounts receivable with related parties recorded as of March 31, 2022 and December 31, 2021, respectively: (In thousands) March 31, 2022 December 31, 2021 (a) ABC Food Trading, LLC $ 404 $ 76 (b) Asahi Food, Inc. 225 72 (c) Best Food Services, LLC 282 1 (d) Eagle Food Service, LLC — 16 (e) Enson Seafood GA, Inc. (formerly “GA-GW Seafood, Inc.”) 5 24 (f) Fortune One Foods, Inc. — 24 (g) Heng Feng Food Services, Inc. — 18 (h) North Carolina Good Taste Noodle, Inc. — 15 Other 2 3 Total $ 918 $ 249 _______________ (a) Mr. Zhang previously owned an equity interest in this entity indirectly through its parent company as of October 31, 2020. This equity interest was transferred to 3 Irrevocable Trusts for the benefit of Mr. Zhang's children effective November 1, 2020. (b) The Company, through its subsidiary MF, owns an equity interest in this entity. (c) Mr. Zhang previously owned an equity interest in this entity indirectly through its parent company as of October 31, 2020. This equity interest was transferred to 3 Irrevocable Trusts for the benefit of Mr. Zhang's children effective November 1, 2020. (d) Tina Ni, one of Mr. Ni’s family members, owns an equity interest in this entity indirectly through its parent company. (e) Mr. Ni owns an equity interest in this entity. (f) Mr. Ni owns an equity interest in this entity indirectly through its parent company. (g) Mr. Ni owns an equity interest in this entity. (h) Mr. Jian Ming Ni, former Chief Financial Officer owns an equity interest in this entity. All accounts receivable from these related parties are current and considered fully collectible. No allowance is deemed necessary as of March 31, 2022 and December 31, 2021. b. Accounts payable - related parties, net All the accounts payable to related parties are payable upon demand without interest. Below is a summary of accounts payable with related parties recorded as of March 31, 2022 and December 31, 2021, respectively: (In thousands) March 31, 2022 December 31, 2021 (a) Best Food Services, LLC $ 896 $ 699 (b) Eastern Fresh NJ, LLC 61 581 (c) First Choice Seafood Inc 22 36 (d) Fujian RongFeng Plastic Co., Ltd 27 20 (e) North Carolina Good Taste Noodle, Inc. 622 595 Other 4 10 Total $ 1,632 $ 1,941 _______________ (a) Mr. Zhang previously owned an equity interest in this entity indirectly through its parent company as of October 31, 2020. This equity interest was transferred to 3 Irrevocable Trusts for the benefit of Mr. Zhang's children effective November 1, 2020. (b) Mr. Ni owns an equity interest in this entity. (c) Mr. Ni owns an equity interest in this entity indirectly through its parent company. (d) Mr. Ni owns an equity interest in this entity indirectly through its parent company. (e) Mr. Jian Ming Ni, former Chief Financial Officer owns an equity interest in this entity. c. Advances to suppliers - related parties, net The Company periodically provides purchase advances to various vendors, including the related party suppliers. There were no advances to related party suppliers recorded as of March 31, 2022 and December 31, 2021. d. Promissory note payable - related party The Company issued a $7.0 million Unsecured Subordinated Promissory Note to BRGR (a related party via ownership by certain shareholders of the Company, and a former VIE through 2020) in January 2020 as part of the payment for the acquisition of BRGR. The note matures in January 2030 and carries a fixed interest rate of 6% per annum. There is no requirement to make principal repayments until maturity. There is no prepayment penalty should the Company elect to prepay the principal prior to maturity, subject to meeting certain repayment provisions as defined in the JPM Credit Agreement. As of March 31, 2022, the outstanding balance was $4.5 million and there was no accrued interest payable. No principal payment was made for the three months ended March 31, 2022 and 2021. Interest payments paid were $68,000 and $101,000 for the three months ended March 31, 2022 and 2021, respectively. Subsequent to March 31, 2022, during the three months ended June 30, 2022, the Company paid the remaining $4.5 million of its related party promissory note payable. |