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 non-consolidated VIEs as discussed further in Note 3 – Variable Interest Entities . The related party transactions as of September 30, 2022 and December 31, 2021 and for the three and nine months ended September 30, 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 and nine months ended September 30, 2022 and 2021, respectively: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) Nature 2022 2021 2022 2021 (a) Best Food Services, LLC Trade $ 2,246 $ 2,738 $ 8,738 $ 6,225 (b) Eastern Fresh NJ LLC Trade — 1,457 1,093 4,425 (c) Enson Group, Inc. (formerly "Enson Group, LLC") Trade — — — 128 (d) First Choice Seafood, Inc. Trade 25 106 134 266 (e) Fujian RongFeng Plastic Co., Ltd. Trade — 808 398 2,398 (f) North Carolina Good Taste Noodle, Inc. Trade 1,798 1,345 5,226 3,938 (g) Ocean Pacific Seafood Group Inc. Trade 107 114 385 452 (h) Revolution Industry, LLC Trade — — — 190 (i) UGO USA Inc. Trade — — — 212 Other Trade 115 54 199 219 Total $ 4,291 $ 6,622 $ 16,173 $ 18,453 _______________ (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. Jian Ming Ni, former Chief Financial Officer owns an equity interest in this entity. (g) Mr. Ni owns an equity interest in this entity. (h) 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. (i) Mr. Ni owns an equity interest in this entity. b. Sales - related parties Below is a summary of sales to related parties recorded for the three and nine months ended September 30, 2022 and 2021, respectively: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2022 2021 2022 2021 (a) ABC Food Trading, LLC $ 815 $ 715 $ 3,077 $ 1,935 (b) Asahi Food, Inc. 126 185 495 527 (c) Best Food Services, LLC 189 309 1,058 709 (d) Eagle Food Service, LLC 576 745 576 2,821 (e) Eastern Fresh NJ LLC — 55 — 155 (f) Enson Group, Inc. (formerly "Enson Group, LLC") — — — 53 (g) Enson Seafood GA, Inc. (formerly “GA-GW Seafood, Inc.”) — 18 — 573 (h) First Choice Seafood Inc 9 7 27 89 (i) Fortune One Foods, Inc. 67 136 81 301 (i) Heng Feng Food Services, Inc. — 23 — 128 (j) N&F Logistics, Inc. — 164 36 531 Other — 6 — 17 Total $ 1,782 $ 2,363 $ 5,350 $ 7,839 _______________ (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) 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 three 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. (h) Mr. Ni owns an equity interest in this entity indirectly through its parent company. (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 and nine months ended September 30, 2022 and for the three months ended September 30, 2021. Rental income was $7,000 for the nine months ended September 30, 2021 and is included in other income in the unaudited condensed consolidated statements of operations and comprehensive income (loss). 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 and nine months ended September 30, 2021 was $15,000 and $45,000, respectively, which is included in other income in the consolidated statements of operations and comprehensive income (loss). 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 and nine months ended September 30, 2022 and for the three months ended September 30, 2021. Rental income was $6,000 for the nine months ended September 30, 2021 and is included in other income in the unaudited condensed consolidated statements of operations and comprehensive income (loss). The Company leased a warehouse to Enson Seafood GA Inc. (formerly “GA-GW Seafood, Inc.”) under an operating lease agreement expiring on September 21, 2027. During the three months ended June 30, 2022, the Company sold the warehouse to Enson Seafood GA Inc. (see Note 10 - Debt for additional information). There was no rental income for the three months ended September 30, 2022. Rental income for the three months ended September 30, 2021 was $120,000 and is included in other income in the unaudited condensed consolidated statements of operations and comprehensive income (loss). Rental income for nine months ended September 30, 2022 and 2021 was $200,000 and $360,000, respectively and is included in other income in the unaudited condensed consolidated statements of operations and comprehensive income (loss). 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 five year operating lease agreement with Yoan effective January 1, 2021 and expiring on December 31, 2025. Rent incurred was $86,000 and $77,000 for the three months ended September 30, 2022 and 2021, respectively, and is included in distribution, selling and administrative expenses in the unaudited condensed consolidated statements of operations and comprehensive income (loss). Rent incurred to the related party was $231,000 and $232,000 for the nine months ended September 30, 2022 and 2021, respectively, and is included in distribution, selling and administrative expenses in the unaudited condensed consolidated statements of operations and comprehensive income (loss). Related Party Balances a. Accounts receivable - related parties, net Below is a summary of accounts receivable with related parties recorded as of September 30, 2022 and December 31, 2021, respectively: (In thousands) September 30, 2022 December 31, 2021 (a) ABC Food Trading, LLC $ 102 $ 76 (b) Asahi Food, Inc. 152 72 (c) Best Food Services, LLC — 1 Other 174 100 Total $ 428 $ 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. All accounts receivable from these related parties are current and considered fully collectible. No allowance is deemed necessary as of September 30, 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 September 30, 2022 and December 31, 2021, respectively: (In thousands) September 30, 2022 December 31, 2021 (a) Best Food Services, LLC $ 788 $ 699 (b) Eastern Fresh NJ, LLC 18 581 (c) North Carolina Good Taste Noodle, Inc. 581 595 Other 111 66 Total $ 1,498 $ 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. 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 September 30, 2022 and December 31, 2021. d. Promissory note payable - related party |