Related Party Transactions | Note 11 - 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. Xiao Mou Zhang (“Mr. Zhang”), the Chief Executive Officer of the Company, and certain of his immediate family members (collectively greater than 10% shareholders) have ownership interests in various related parties involved in (i) the distribution of food and related products to restaurants and other retailers and (ii) the supply of fresh food, frozen food, and packaging supplies to distributors. Mr. Zhang does not have any involvement in negotiations with any of the above-mentioned related parties. The Company believes that Mr. Zhou Min Ni (“Mr. Ni”), the Company’s former Co-Chief Executive Officer, together with various trusts for the benefit of Mr. Ni's four children, are collectively beneficial owners of more than 10% of the outstanding shares of the Company’s common stock, and he and certain of his immediate family members have ownership interests in related parties involved in (i) the distribution of food and related products to restaurants and other retailers and (ii) the supply of fresh food, frozen food, and packaging supplies to distributors. The related party transactions as of March 31, 2024 and December 31, 2023 and for the three months ended March 31, 2024 and 2023 are identified as follows: Related Party Sales, Purchases, and Lease Agreements Purchases Below is a summary of purchases of goods and services from related parties recorded for the three months ended March 31, 2024 and 2023: Three Months Ended March 31, (In thousands) Nature 2024 2023 (a) Asahi Food, Inc. Trade 27 22 (b) Conexus Food Solutions (formerly known as Best Food Services, LLC) Trade $ 1,150 $ 2,084 (c) Eastern Fresh NJ, LLC Trade — 37 (c) Ocean Pacific Seafood Group, Inc. Trade 80 168 (c) Rainfield Ranches, LP Trade 57 30 Total $ 1,314 $ 2,341 _______________ (a) The Company, through its subsidiary Mountain Food, LLC, owns an equity interest in this entity. (b) An equity interest is held by three Irrevocable Trusts for the benefit of Mr. Zhang's children. (c) Mr. Zhou Min Ni owns an equity interest in this entity. Sales Below is a summary of sales to related parties recorded for the three months ended March 31, 2024 and 2023: Three Months Ended March 31, (In thousands) 2024 2023 (a) ABC Food Trading, LLC $ 403 $ 593 (b) Asahi Food, Inc. 139 195 (a) Conexus Food Solutions (formerly known as Best Food Services, LLC) 253 433 (c) Eagle Food Service, LLC — 1,020 (d) First Choice Seafood, Inc. 7 8 (d) Fortune One Foods, Inc. 16 19 (e) N&F Logistics, Inc. — 6 (f) Union Food LLC — 19 Total $ 818 $ 2,293 _______________ (a) An equity interest is held by three Irrevocable Trusts for the benefit of Mr. Zhang's children. (b) The Company, through its subsidiary Mountain Food, LLC, owns an equity interest in this entity. (c) Tina Ni, one of Mr. Zhou Min Ni’s family members, owns an equity interest in this entity indirectly through its parent company. (d) Mr. Zhou Min Ni owns an equity interest in this entity indirectly through its parent company. (e) Mr. Zhou Min Ni owns an equity interest in this entity. (f) Tina Ni, one of Mr. Zhou Min Ni’s family members, owns an equity interest in this entity. Lease Agreements The Company leases various facilities to related parties. In 2020, the Company renewed a warehouse lease from Yoan Chang Trading Inc. under an operating lease agreement which expired on December 31, 2020. In February 2021, the Company executed a new five-year operating lease agreement with Yoan Chang Trading Inc., effective January 1, 2021 and expiring on December 31, 2025. Rent expense was $0.1 million for the three months ended March 31, 2024 and 2023, which is included in distribution, selling and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. Beginning 2014, the Company leased a warehouse to Asahi Food, Inc. under a commercial lease agreement which was rescinded March 1, 2020. A new commercial lease agreement for a period of one year was entered into, expiring February 28, 2021, with a total of four renewal periods with each term being one year. Rental income was $36 thousand for the three months ended March 31, 2024 and 2023, which is included in other income in the condensed consolidated statements of operations and comprehensive loss. Related Party Balances Accounts Receivable - Related Parties, Net Below is a summary of accounts receivable with related parties recorded as of March 31, 2024 and December 31, 2023, respectively: (In thousands) March 31, 2024 December 31, 2023 (a) ABC Food Trading, LLC $ 125 $ 94 (b) Asahi Food, Inc. 111 69 (a) Conexus Food Solutions (formerly known as Best Food Services, LLC) — 84 (c) Enson Seafood GA, Inc. (formerly known as GA-GW Seafood, Inc.) 59 59 (d) Union Food LLC — 2 Total $ 295 $ 308 _______________ (a) An equity interest is held by three Irrevocable Trusts for the benefit of Mr. Zhang's children. (b) The Company, through its subsidiary Mountain Food, LLC, owns an equity interest in this entity. (c) Mr. Zhou Min Ni owns an equity interest in this entity. (d) Tina Ni, one of Mr. Zhou Min Ni’s family members, owns an equity interest in this entity. The Company had reserved for 100% of the accounts receivable for Union Food LLC as of December 31, 2023 and wrote-off the receivable during the three months ended March 31, 2024. The Company has reserved for 100% of the accounts receivable for Enson Seafood GA, Inc. as of March 31, 2024 and December 31, 2023. All other accounts receivable from these related parties are current and considered fully collectible. No additional allowance is deemed necessary as of March 31, 2024 and December 31, 2023. Accounts Payable - Related Parties 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, 2024 and December 31, 2023, respectively: (In thousands) March 31, 2024 December 31, 2023 (a) Conexus Food Solutions (formerly as Best Food Services, LLC) $ 126 $ 379 Others 17 18 Total $ 143 $ 397 _______________ (a) An equity interest is held by three Irrevocable Trusts for the benefit of Mr. Zhang's children. |