Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 15, 2020 | |
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 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 Shell Company | false | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | |
CURRENT ASSETS: | |||
Cash | $ 12,690,265 | $ 14,538,286 | |
Accounts receivable, net | 26,210,460 | 50,027,134 | |
Accounts receivable - related parties, net | 5,987,632 | 4,202,870 | |
Inventories, net | 75,704,474 | 77,531,854 | |
Advances to suppliers - related parties, net | 864,816 | 745,135 | |
Other current assets | 3,872,326 | 4,374,338 | |
TOTAL CURRENT ASSETS | 125,329,973 | 151,419,617 | |
Property and equipment, net | 139,941,393 | 37,538,147 | |
Security deposits-related parties | 591,380 | ||
Operating lease right-of-use assets | 883,552 | 17,155,584 | |
Long-term investments | 2,331,337 | 2,296,276 | |
Intangible assets, net | 183,965,375 | 186,687,950 | |
Goodwill | 68,511,941 | [1] | 406,703,348 |
Deferred tax assets | 69,236 | 78,993 | |
Other long-term assets | 379,599 | 372,499 | |
TOTAL ASSETS | 521,412,406 | 802,843,794 | |
CURRENT LIABILITIES: | |||
Bank overdraft | 13,474,772 | 14,952,510 | |
Lines of credit | 43,101,338 | 41,268,554 | |
Accounts payable | 32,456,258 | 39,689,911 | |
Accounts payable - related parties | 3,738,202 | 4,521,356 | |
Advances from customers - related parties | 213,354 | ||
Current portion of long-term debt, net | 6,941,738 | 2,726,981 | |
Current portion of obligations under finance leases | 288,101 | 280,243 | |
Current portion of obligations under operating leases | 333,180 | 4,322,503 | |
Accrued expenses and other liabilities | 2,960,084 | 2,683,696 | |
TOTAL CURRENT LIABILITIES | 103,507,027 | 110,445,754 | |
Long-term debt, net | 90,151,208 | 18,535,016 | |
Promissory note payable - related party | 7,000,000 | ||
Obligations under finance leases, non-current | 979,782 | 1,053,166 | |
Obligations under operating leases, non-current | 550,372 | 12,833,081 | |
Deferred tax liabilities | 51,378,817 | 52,320,045 | |
TOTAL LIABILITIES | 253,567,206 | 195,187,062 | |
SHAREHOLDERS’ EQUITY: | |||
Preferred Stock, $0.0001 par value, 1,000,000 shares authorized , no shares issued and outstanding as of March 31, 2020 and December 31, 2019, 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 March 31, 2020 and December 31, 2019, respectively | 5,305 | 5,305 | |
Treasury Stock, at cost, 905,115 shares as of March 31, 2020 and December 31, 2019, respectively | (12,038,030) | (12,038,030) | |
Additional paid-in capital | 599,617,009 | 599,617,009 | |
Retained earnings (accumulated deficit) | (324,060,281) | 15,823,661 | |
Total shareholders’ equity attributable to HF Foods Group, Inc. | 263,524,003 | 603,407,945 | |
Noncontrolling interest | 4,321,197 | 4,248,787 | |
TOTAL SHAREHOLDERS’ EQUITY | 267,845,200 | 607,656,732 | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 521,412,406 | $ 802,843,794 | |
[1] | There are no accumulated impairment losses. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
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 | 100,000,000 |
Common stock, shares issued (in shares) | 53,050,211 | 52,145,096 |
Common stock, shares outstanding (in shares) | 53,050,211 | 52,145,096 |
Treasury stock, shares (in shares) | 905,115 | 905,115 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue | $ 175,803,336 | $ 74,801,022 |
Cost of revenue | 146,828,291 | 62,094,166 |
Gross profit | 28,975,045 | 12,706,856 |
DISTRIBUTION, SELLING AND ADMINISTRATIVE EXPENSES | 29,406,593 | 10,365,172 |
INCOME (LOSS) FROM OPERATIONS | (431,548) | 2,341,684 |
Other Income (Expenses) | ||
Interest income | 131 | 151,949 |
Interest expense and bank charges | (1,951,569) | (336,958) |
Goodwill impairment loss | (338,191,407) | |
Other income | 405,650 | 284,535 |
Total Other Income (Expenses), net | (339,737,195) | 99,526 |
INCOME (LOSS) BEFORE INCOME TAX PROVISION | (340,168,743) | 2,441,210 |
PROVISION (BENEFIT) FOR INCOME TAXES | (482,211) | 647,639 |
NET INCOME (LOSS) | (339,686,532) | 1,793,571 |
Less: net income attributable to noncontrolling interest | 197,410 | 120,758 |
NET INCOME (LOSS) ATTRIBUTABLE TO HF FOODS GROUP INC. | $ (339,883,942) | $ 1,672,813 |
Earnings (loss) per common share - basic and diluted (in dollars per share) | $ (6.52) | $ 0.08 |
Weighted average shares - basic and diluted (in shares) | 52,145,096 | 22,167,486 |
Third Parties [Member] | ||
Revenue | $ 170,640,014 | $ 70,303,911 |
Cost of revenue | 141,904,237 | 57,725,355 |
Related Parties [Member] | ||
Revenue | 5,163,322 | 4,497,111 |
Cost of revenue | $ 4,924,054 | $ 4,368,811 |
Consolidated Statements of Chan
Consolidated Statements of Changes In Shareholders' Equity (Unaudited) - 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, 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 | |
Net Income (loss) | 1,672,813 | 1,672,813 | 120,759 | 1,793,571 | |||
Balance (in shares) at Mar. 31, 2019 | 22,167,486 | ||||||
Balance at Mar. 31, 2019 | $ 2,217 | 22,920,603 | 12,106,797 | 35,029,617 | 1,225,437 | 36,255,054 | |
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 |
Net Income (loss) | (339,883,942) | (339,883,942) | 197,410 | (339,686,532) | |||
Distribution to shareholders | (125,000) | (125,000) | |||||
Balance (in shares) at Mar. 31, 2020 | 52,145,096 | ||||||
Balance at Mar. 31, 2020 | $ 5,305 | $ (12,038,030) | $ 599,617,009 | $ (324,060,281) | $ 263,524,003 | $ 4,321,197 | $ 267,845,200 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net Income (loss) | $ (339,686,532) | $ 1,793,571 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization expense | 4,526,277 | 872,148 |
Goodwill impairment loss | 338,191,407 | |
Gain from disposal of equipment | (20,349) | (39,609) |
Allowance for doubtful accounts | 154,365 | (103,051) |
Allowance for inventories | 46,687 | |
Deferred tax expenses (benefit) | (931,471) | 115,769 |
Income from equity method investment | (35,061) | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 23,477,270 | (867,080) |
Accounts receivable - related parties, net | (1,784,762) | 147,090 |
Inventories | 1,780,693 | (1,501,368) |
Advances to suppliers - related parties, net | (119,681) | 364,892 |
Other current assets | 540,443 | 331,891 |
Security deposit - related parties | 58,880 | |
Other long-term assets | (15,900) | 44,366 |
Accounts payable | (7,319,101) | 2,266,388 |
Accounts payable - related parties | (783,154) | (1,099,978) |
Advance from customers - related parties | 213,354 | (46,543) |
Operating lease liability | (102,088) | (164,752) |
Income tax payable | 296,773 | |
Accrued expenses | 436,529 | 110,871 |
Net cash provided by operating activities | 18,627,806 | 2,521,378 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (160,252) | (1,344,555) |
Proceeds from disposal of equipment | 90,879 | 176,800 |
Payment made for notes receivable | (108,750) | |
Proceeds from long-term notes receivable to related parties | 13,750 | |
Payment made for long-term notes receivable to related parties | (117,732) | |
Payment made for acquisition of B&R Realty | (94,004,068) | |
Net cash used in investing activities | (94,073,441) | (1,380,487) |
Cash flows from financing activities: | ||
Repayment of bank overdraft | (1,477,738) | |
Proceeds from lines of credit | 174,101,782 | 1,500,000 |
Repayment of lines of credit | (172,301,798) | (2,600,000) |
Proceeds from long-term debt | 75,600,000 | 2,144,555 |
Repayment of long-term debt | (1,346,136) | (594,985) |
Repayment of long-term debt - related parties | (730,998) | |
Repayment of obligations under finance leases | (122,498) | (182,511) |
Cash distribution to shareholders | (125,000) | |
Net cash provided by financing activities | 73,597,614 | 267,059 |
Net increase (decrease) in cash | (1,848,021) | 1,407,950 |
Cash at beginning of the period | 14,538,286 | 5,489,404 |
Cash at end of the period | $ 12,690,265 | $ 6,897,354 |
Note 1 - Organization and Busin
Note 1 - Organization and Business Description | 3 Months Ended |
Mar. 31, 2020 | |
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 in 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 Financial Accounting Standards Board’s (“FASB) Accounting Standards Codification (“ASC”) 805 50 25, 11 January 1, 2018. 805 50 45 5 In accordance with ASC 805 50 30 5, On July 10, 2019, 4.66 115,570 The following table summarizes the entities under HF Foods Group Inc. after the above-mentioned reorganization: Name Date of formation / incorporation Place of formation / 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% Food service distributor TT August 6, 2002 North Carolina 100% Logistic service provider MFD April15, 1999 North Carolina 100% Logistic service provider R&N Holdings November 21, 2002 North Carolina 100% Real estate holding company R&N Lexington May 27, 2010 North Carolina 100% Real estate holding company R&N Charlotte July 10, 2019 North Carolina 100% Real estate holding company Kirnsway May 24, 2006 North Carolina 100% Design and printing services provider Chinesetg July 12, 2011 North Carolina 100% Design and printing services provider NSF December 17, 2008 Florida 100% Food service distributor BB September 12, 2001 Florida 100% Logistic service provider Kirnland April 11, 2006 Georgia 66.7% Food service distributor HG Realty May 11, 2012 Georgia 100% Real estate holding company 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 service distributor Capital Trading, LLC (“UT”) March 10, 2003 Utah, USA 100% Food service distributor Win Woo Trading, LLC (‘WW”) January 23, 2004 California, USA 100% Food service distributor Mountain Food, LLC (“MF”) May 2, 2006 Colorado, USA 100% Food service distributor R & C Trading L.L.C. (“RNC”) November 26, 2007 Arizona, USA 100% Food service distributor Great Wall Seafood LA, LLC (“GW”) March 7, 2014 California, USA 100% Food service distributor B&L Trading, LLC (“BNL”) July 18, 2013 Washington, USA 100% Food service distributor Min Food, Inc. (“MIN”) May 29, 2014 California, USA 60.25% Food service distributor B&R Group Logistics Holding, LLC (“BRGL”) July 17, 2014 Delaware, USA 100% Food service distributor Ocean West Food Services, LLC (“OW”) December 22, 2011 California, USA 67.5% Food service distributor Monterey Food Service, LLC (“MS”) September 14, 2017 California, USA 65% Food service distributor Irwindale Poultry, LLC (“IP”) December 27, 2017 California, USA 100% Poultry processing Best Choice Trucking, LLC (“BCT”) January 1, 2011 California, USA 100% Logistic service provider KYL Group, Inc. (“KYL”) April 18, 2014 Nevada, USA 100% Logistic service provider American Fortune Foods Inc. (“AF”) February 19, 2014 California, USA 100% Logistic and import service provider Happy FM Group, Inc. (“HFM”) April 9, 2014 California, USA 100% Logistic service provider GM Food Supplies, Inc. (“GM”) March 22, 2016 California, USA 100% Logistic service provider Lin’s Distribution, Inc., Inc. (“LIN”) February2, 2010 Utah, USA 100% Logistic service provider Lin’s Farms, LLC (“LNF”) July 2, 2014 Utah, USA 100% Poultry processing New Berry Trading, LLC (“NBT”) September 5, 2012 California, USA 100% Logistic service provider Hayward Trucking, Inc. (“HRT”) September 5, 2012 California, USA 100% Logistic service provider Fuso Trucking Corp. (“FUSO”) January 20, 2015 California, USA VIE* Logistic service provider Yi Z Service LLC (“YZ”) October2, 2017 California, USA 100% Logistic service provider Golden Well Inc. (“GWT”) November 8, 2011 California, USA 100% Logistic service provider Kami Trading Inc. (“KAMI”) November 20, 2013 California, USA 100% Import service provider Royal Trucking Services, Inc. (“RTS”) May 19, 2015 Washington, USA 100% Logistic service provider Royal Service Inc. (“RS”) December 29, 2014 Oregon, USA 100% Logistic service provider MF Food Services Inc. (“MFS”) December 21, 2017 California, USA 100% Logistic service provider *At the acquisition date and as of March 31, 2020, Acquisition of Real Estate Companies On January 17, 2020, nine $101,269,706. $75.6 10 $7.0 $18.7 The following table summarizes B&R Global’s additional wholly owned subsidiaries as a result of Realty Acquisition: Name Date of formation / incorporation Place of formation / incorporation Percentage of legal ownership by B&R Global Principal activities A & Kie, LLC March 26, 2020 Arizona 100% Real estate holding company B & R Realty, LLC August 28, 2013 California 100% Real estate holding company Big Sea Realty, LLC April 3, 2013 Washington 100% Real estate holding company Fortune Liberty, LLC November 22, 2006 Utah 100% Real estate holding company Genstar Realty, LLC February 27, 2012 California 100% Real estate holding company Hardin St Properties, LLC December 5, 2012 Montana 100% Real estate holding company Lenfa Food, LLC February 14, 2002 Colorado 100% Real estate holding company Lucky Realty, LLC September 3, 2003 California 100% Real estate holding company Murray Properties, LLC February 27, 2013 Utah 100% Real estate holding company |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | NOTE 2 Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. The unaudited condensed 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 March 31, 2020 December 31, 2019, 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: March 31, 2020 December 31, 2019 Current assets $ 211,641 $ 158,184 Non-current assets 262,009 301,803 Total assets $ 473,650 $ 459,987 Current liabilities $ 765,080 $ 805,666 Non-current liabilities 58,792 69,321 Total liabilities $ 823,872 $ 874,987 For the three months ended March 31 2020 2019 Net revenue $ 666,428 $ - Net income $ 64,778 $ - For the three months ended March 31 2020 2019 Net cash provided by operating activities $ 314,224 $ - Net cash used in financing activities (222,137 ) - Net increase in cash and cash equivalents $ 92,087 $ - 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 operations. As of March 31, 2020 December 31, 2019, Name of Entity Percentage of noncontrolling interest Ownership March 31, 2020 December 31, 2019 Kirnland 33.30 % $ 1,333,963 $ 1,292,623 OW 32.50 % 1,581,654 1,600,058 MS 35.00 % 487,005 459,126 MIN 39.75 % 918,575 896,980 Total $ 4,321,197 $ 4,248,787 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 unaudited condensed consolidated financial statements include, but are not Cash and Cash Equivalents The Company considers all highly liquid investments purchased with a maturity of three March 31, 2020 December 31, 2019, 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 March 31, 2020 December 31, 2019, $819,807 $623,970, 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 March 31, 2020, December 31, 2019, $316,368 $16,928, 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 unaudited condensed consolidated statements of operations in other income or expenses. Business Combinations The Company accounts for its business combinations using the purchase method of accounting in accordance with ASC Topic 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 operations. The results of operations of the businesses that the Company acquired are included in the Company’s consolidated financial statements from the date of acquisition. Goodwill The Company opted to early adoption of Accounting Standards Update (“ASU”) 2017 04, Intangibles - Goodwill and Other (Topic 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 350 350” 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 investment and investment without readily determinable fair value. The Company follows ASC Topic 321 321” Investments – Equity Securities not not 820 820” Fair Value Measurements and Disclosures Investments in entities in which the Company can exercise significant influence but does not 323 323” Investments-Equity Method and Joint Ventures not not 350. 323. The Company did not March 31, 2020 December 31, 2019. 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 March 31, 2020 December 31, 2019. 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. The Company follows ASU 2014 09 606” one not not The contract assets and contract liabilities are recorded on the consolidated balance sheets as accounts receivable and advances from customers as of March 31, 2020 December 31, 2019. three March 31, 2020 2019, The following table summarizes disaggregated revenue from contracts with customers by geographic locations: For the Three Months Ended March 31, 2020 March 31, 2019 North Carolina $ 29,717,516 $ 35,259,767 Florida 19,085,809 23,130,742 Georgia 14,102,255 16,410,513 Arizona 10,011,749 - California 67,664,956 - Colorado 8,908,993 - Utah 14,998,375 - Washington 11,313,683 - Total $ 175,803,336 $ 74,801,022 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 $2,558,233 $1,051,120 three March 31, 2020 2019, 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 740 740” Income Taxes two 1 not 2 not 50 not March 31, 2020 December 31, 2019. Leases On January 1, 2019, 2016 02, Leases (Topic 842 842, not 1 2 3 842 not The adoption of Topic 842 $21.2 January 1, 2019. 12 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 Topic 260 260” Earnings per Share 260 no three March 31, 2020 2019. Fair Value of Financial Instruments The Company follows the provisions of ASC Topic 820 820” Fair Value Measurements and Disclosures 820 Level 1 Level 2 not Level 3 The carrying amounts reported in the unaudited condensed consolidated balance sheets for cash, accounts receivable, advances to suppliers, other current assets, accounts payable, bank overdraft, income tax payable, advances from customers – related parties, current portion of long-term debt, current portion of obligations under finance 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% March 31, 2020 December 31, 2019. For the three March 31, 2020 2019, no 10% March 31, 2020, two 56% 15% two 79% 21% December 31, 2019, two 34% 15% two 70% 30% Recent Accounting Pronouncements In June 2016, 2016 13 2016 13” Measurement of Credit Losses on Financial Instruments (Topic 326 2016 13 16 13 November 2019 326, December 15, 2019, December 31, 2022. not In August 2018, 2018 13 2018 13” Fair Value Measurement (Topic 820 2018 13 820 2018 13 3 2018 13 January 1, 2020. 2018 13 January 1, 2020 not In December 2019, 2019 12 2019 12” Income Taxes (Topic 740 2019 12 740 December 15, 2020, not |
Note 3 - Accounts Receivable, N
Note 3 - Accounts Receivable, Net | 3 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements | |
Financing Receivables [Text Block] | NOTE 3 Accounts receivable, net consisted of the following: As of 2020 As of 2019 Accounts receivable $ 27,030,267 $ 50,651,104 Less: allowance for doubtful accounts (819,807 ) (623,970 ) Accounts receivable, net $ 26,210,460 $ 50,027,134 Movement of allowance for doubtful accounts is as follows: For the Three Months Ended March 31, 2020 March 31, 2019 Beginning balance $ 623,970 $ 658,104 Provision for doubtful accounts 231,274 (99,678 ) Less: write off/recovery (35,437 ) (3,373 ) Ending balance $ 819,807 $ 555,053 |
Note 4 - Notes Receivable
Note 4 - Notes Receivable | 3 Months Ended |
Mar. 31, 2020 | |
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 | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 As of As of Pt. Tamron Akuatik Produk Industri 12% $ 1,800,000 $ 1,800,000 Asahi Food, Inc. 49% 531,337 496,276 Long-term investments $ 2,331,337 $ 2,296,276 The investment in Pt. Tamron Akuatik Produk Industri is accounted for using the measurement alternative under ASC 321, not no March 31, 2020 December 31, 2019 |
Note 6 - Property and Equipment
Note 6 - Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 6 Property and equipment, net consisted of the following: As of 2020 As of 2019 Land $ 50,744,295 $ 2,010,253 Buildings and improvements 80,690,964 26,903,528 Machinery and equipment 14,431,258 13,412,961 Motor vehicles 24,235,114 23,841,730 Subtotal 170,101,631 66,168,472 Less: accumulated depreciation (30,160,238 ) (28,630,325 ) Property and equipment, net $ 139,941,393 $ 37,538,147 The Company acquired $102,331,567 January 17, 2020. 8 Depreciation expense was $1,651,505 $707,396 three March 31, 2020 2019, |
Note 7 - Business Combination W
Note 7 - Business Combination With B&R Global | 3 Months Ended |
Mar. 31, 2020 | |
B&R Global [Member] | |
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 $ 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 for the three March 31, 2020 For the three months ended March 31, 2020 Net Revenue $ 112,897,756 Net Income $ (340,298,022 ) The following table presents the Company’s unaudited pro forma results for the three March 31, 2019, January 1, 2019. For the three months ended March 31, 2019 Pro forma Net revenue $ 208,955,366 Pro forma Net income 2,924,375 (1) Pro forma Net income attributable to HF Group 2,678,359 (1) Pro forma earnings per common share - basic and diluted $ 0.05 Pro forma weighted average shares - basic and diluted 52,867,486 ( 1 Includes intangibles asset amortization expense of $2,722,575 three March 31, 2019. |
Note 8 - Acquisition of B&R Rea
Note 8 - Acquisition of B&R Realty Subsidiaries | 3 Months Ended |
Mar. 31, 2020 | |
B & R Realty, LLC [Member] | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | NOTE 8 On January 17, 2020, 8.91% $101,269,706, The Company notes that substantially all of the fair value of the gross assets acquired is concentrated in a group of similar assets (land and buildings in which the buildings are all used for warehousing and distribution purposes). As such, the acquisition of Selling B&R Global Realty Subsidiaries would be deemed an asset acquisition under ASC 805 10 55, Consideration for the acquisition was funded by (i) $75.6 11 $7.0 January 17, 2030, $18.7 10 The following table presents the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition: Cash $ 265,639 Automobile 33,690 Prepaids 39,193 Land 48,734,042 Buildings 53,563,835 ASSETS ACQUIRED 102,636,399 Accounts payable and Accrued Expenses 1,366,693 LIABILITIES ASSUMED 1,366,693 NET ASSETS ACQUIRED $ 101,269,706 |
Note 9 - Goodwill and Acquired
Note 9 - Goodwill and Acquired Intangible Assets | 3 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | NOTE 9 Goodwill The changes in HF Group’s carrying amount of goodwill by segment are presented below: HF Group Total Balance at December 31, 2019 $ - $ 406,703,348 $ 406,703,348 Balance at March 31, 2020 (1) $ - $ 68,511,941 $ 68,511,941 The Company had booked approximately $406.7 December 31, 2019. fourth not During the first 2020, 19 not may March 31, 2020 $338.2 first 2020. The Company estimated the fair values of B&R Global reporting unit using the income approach, discounting projected future cash flows based on management’s expectations of the current and future operating environment. The calculation of the impairment charge includes substantial fact-based determinations and estimates including weighted average cost of capital (WACC), future revenue, profitability, perpetual growth rates and fair values of assets and liabilities. The fair value conclusions as of March 31, 2020 March 31, 2020 one In addition, the fair value of the goodwill is sensitive to the changes in the assumptions used in the projected cash flows, which include forecasted revenues, perpetual growth rates, among others, all of which require significant judgments by management. The company has used recent historical performance, current forecasted financial information, and broad-based industry and economic statistics as a basis to estimate the key assumptions utilized in the discounted cash flow model. These key assumptions are inherently uncertain and require a high degree of estimation and judgment and are subject to change based on future changes, industry and global economic and geo-political conditions, and the timing and success of the implementation of current strategic initiatives. The impact of the COVID- 19 fourth 2020. Acquired Intangible Assets In connection with the Business Acquisition of B&R Global, HF Group acquired $188,503,000 10 20 At March 31, 2020 At December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Tradenames $ 29,303,000 $ (1,220,958 ) 28,082,042 $ 29,303,000 $ (488,383 ) 28,814,617 Customer relationships 159,200,000 (3,316,667 ) 155,883,333 159,200,000 (1,326,667 ) 157,873,333 Total $ 188,503,000 $ (4,537,625 ) 183,965,375 $ 188,503,000 $ (1,815,050 ) 186,687,950 Since COVID- 19 March 30, 2020. 360 no HF Group’s amortization expense for intangible assets was $2,722,575 three March 31, 2020 nil three March 31, 2019, Twelve months ending March 31, 2021 $ 10,890,300 2022 10,890,300 2023 10,890,300 2024 10,890,300 2025 10,890,300 Thereafter 129,513,875 Total $ 183,965,375 |
Note 10 - Lines of Credit
Note 10 - Lines of Credit | 3 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | NOTE 10 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 March 31, 2020, On January 17, 2020, $100 November 4, 2022 ( $75.6 $55.0 November 4, 2019, January 17, 2020, $41.2 $18.7 $75.6 $18.7 10 March 31, 2020 $43.1 |
Note 11 - Long-term Debt
Note 11 - Long-term Debt | 3 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements | |
Long-term Debt [Text Block] | NOTE 11 Long-term debt at March 31, 2020 December 31, 2019 Bank name Maturity Interest rate at March 31, 2020 As of 2020 As of 2019 East West Bank – (a) August 2027 - September 2029 3.83% - 4.25% $ 6,942,702 $ 6,989,016 Capital Bank – (b) October 2027 3.85% 4,919,094 4,967,075 Bank of America – (c) April 2021 – December 2029 3.75% - 5.51% 5,696,670 4,263,663 J.P. Morgan Chase (d) February 2023 – January 2030 3.46% 77,516,030 2,702,371 BMO Harris Bank – (e) April 2022 - January 2024 5.87% - 5.99% 397,378 508,564 Peoples United Bank – (e) April 2020 – January 2023 6.69% - 7.53% 981,749 1,114,993 Other finance companies – (e) May 2020 – March 2024 3.9% - 6.14% 639,323 716,315 Total debt 97,092,946 21,261,997 Less: current portion (6,941,738 ) (2,726,981 ) Long-term debt $ 90,151,208 $ 18,535,016 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 March 31, 2020, December 31, 2019, 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) Real estate term loan with a principal balance of $75,007,690 nine $2,508,340 (e) Secured by vehicles. The future maturities of long-term debt as of March 31,2020 Twelve months ending March 31, 2021 $ 6,941,738 2022 5,597,456 2023 5,128,522 2024 4,020,194 2025 3,698,486 Thereafter 71,706,550 Total $ 97,092,946 |
Note 12 - Leases
Note 12 - Leases | 3 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements | |
Lessee, Operating and Finance Leases [Text Block] | NOTE 12 On January 1, 2019, 2016 02, Leases (ASC Topic 842 842, 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 Three Months Ended March 31, 2020 March 31, 2019 Operating lease cost $ 503,057 $ 164,752 Weighted Average Remaining Lease Term (Months) Operating leases 36 31 Weighted Average Discount Rate Operating leases 4.1 % 5.1 % Finance Leases The components of lease expense were as follows: For the Three Months Ended March 31, 2020 March 31, 2019 Finance leases cost: Amortization of right-of-use assets $ 139,687 $ 145,879 Interest on lease liabilities 27,903 32,327 Total finance leases cost $ 167,590 $ 178,206 Supplemental cash flow information related to finance leases was as follows: For the Three Months Ended March 31, 2020 March 31, 2019 Operating cash flows from finance leases 27,903 32,327 Supplemental balance sheet information related to leases was as follows: March 31, 2020 December 31, 2019 Finance Leases Property and equipment, at cost $ 2,793,731 $ 2,793,731 Accumulated depreciation (1,432,817 ) (1,293,130 ) Property and equipment, net $ 1,360,914 $ 1,500,601 Weighted Average Remaining Lease Term (Months) Finance leases 51 54 Weighted Average Discount Rate Finance leases 7.52 % 7.51 % Maturities of lease liabilities were as follows Twelve months ending March 31, Operating Leases Finance Leases 2021 $ 395,354 $ 373,715 2022 288,902 352,151 2023 245,773 334,224 2024 78,784 295,250 2025 - 162,142 Total Lease Payments 1,008,813 1,517,482 Less Imputed Interest (125,261 ) (249,599 ) Total $ 883,552 $ 1,267,883 On July 2, 2018, two two 273 275 30 15 two 273 275 On February 23, 2019, $20,000. May 2, 2019. not |
Note 13 - Supplemental Cash Flo
Note 13 - Supplemental Cash Flows Information | 3 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements | |
Cash Flow, Supplemental Disclosures [Text Block] | NOTE 13 Supplemental cash flow disclosures and noncash investing and financing activities are as follows: For the Three Months Ended March 31, 2020 March 31, 2019 Supplemental disclosure of cash flow data: Cash paid for interest $ 814,077 $ 379,969 Cash paid for income taxes $ 93,315 - Supplemental disclosure of non-cash investing and financing activities Issuance of promissory note for the acquisition of B&R Realty Subsidiaries $ 7,000,000 $ - |
Note 14 - Taxes
Note 14 - Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | NOTE 14 A. Corporate Income Taxes (“CIT”) On December 22, 2017, 35% 21% January 1, 2018, not no not (i) The provision for income taxes of the Company for the three March 31, 2020 2019 For the Three Months Ended March 31, 2020 March 31, 2019 Current income taxes: Federal $ 359,600 $ 392,484 State 89,660 139,386 Current income taxes 449,260 531,870 Deferred income taxes (benefit): Federal (723,342 ) 103,060 State (208,129 ) 12,709 Deferred income taxes (benefit) (931,471 ) 115,769 Total provision (benefit) for income taxes $ (482,211 ) $ 647,639 (ii) Temporary differences and carryforwards of the Company that created significant deferred tax assets and liabilities are as follows: As of 2020 As of 2019 Deferred tax assets: Allowance for doubtful accounts $ 405,255 $ 373,438 Inventories 590,255 594,628 Federal NOL 228,637 228,637 State NOL 86,383 80,514 Basis in intangible assets 52,467 - Accrued expenses 128,082 80,100 Total deferred tax assets 1,491,079 1,357,317 Deferred tax liabilities: Property and equipment (3,177,207 ) (3,270,536 ) Intangibles assets (49,623,453 ) (50,327,833 ) Total deferred tax liabilities (52,800,660 ) (53,598,369 ) Net deferred tax liabilities $ (51,309,581 ) $ (52,241,052 ) The net deferred tax liabilities presented in the Company's unaudited condensed consolidated balance sheets were as follows: As of 2020 As of 2019 Deferred tax assets $ 69,236 $ 78,993 Deferred tax liabilities (51,378,817 ) (52,320,045 ) Net deferred tax liabilities $ (51,309,581 ) $ (52,241,052 ) (iii) Reconciliations of the statutory income tax rate to the effective income tax rate are as follows: For the Three Months Ended March 31, 2020 March 31, 2019 Federal statutory tax rate 21.0 % 21.0 % State statutory tax rate - 5.2 % Impact of goodwill impairment loss – permanent difference (20.8 )% 0.3 % Effective tax rate 0.2 % 26.5 % |
Note 15 - Related Party Transac
Note 15 - Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | NOTE 15 The Company records transactions with various related parties. The related party transactions as of March 31, 2020 December 31, 2019 three March 31, 2020 2019 Related party balances: a. Accounts receivable - related parties, net Below is a summary of accounts receivable with related parties as of March 31, 2020 December 31, 2019, As of March 31 As of December 31, Name of Related Party 2020 2019 (a) Allstate Trading Company Inc. $ 19,382 $ 11,322 (b) Enson Seafood GA Inc. (formerly “GA-GW Seafood, Inc.”) 439,108 348,833 (c) Eagle Food Service LLC 1,494,220 979,591 (d) Fortune One Foods Inc. 166,379 53,862 (e) Eastern Fresh LLC 1,948,403 1,511,075 (f) Enson Trading LLC 346,497 341,200 (g) Hengfeng Food Service Inc. 849,022 477,541 (h) N&F Logistic, Inc. - 119,241 (i) ABC Trading, LLC 448,917 238,513 (j) UGO USA Inc. 71,587 - (k) Best Food Services, LLC 72,761 - Others 131,356 121,692 Total $ 5,987,632 $ 4,202,870 (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. Xiaomou Zhang, Co-Chief Executive Officer of the Company, owns 10.38% (j) Mr. Zhou Min Ni owns a 30% (k) Mr. Xiaomou Zhang 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 March 31, 2020 December 31, 2019, As of As of Name of Related Party March 31, 2020 December 31, 2019 (1) Ocean Pacific Seafood Group $ 181,775 $ 223,303 (2) Revolution Industry, LLC 683,041 521,832 Total $ 864,816 $ 745,135 ( 1 Mr. Zhou Min Ni owns a 25% ( 2 The son of Mr. Zhou Min N, Raymond Ni, owns 100% 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. 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 March 31, 2020, December 31, 2019, $3,738,202 $4,521,356 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. The balance for advances from customers involving related parties was $213,354 March 31, 2020 no December 31, 2019. 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. 8, March 31, 2020. no March 31, 2020. g. Term Loan guaranty - related parties B&R Global issued a $7.0 6% January 2030. March 31, 2020, $87,500. 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 March 31, 2020 December 31, 2019, $80,102 $78,282 March 31, 2020 December 31, 2019, three March 31, 2020 2019 $11,400 $11,400, A subsidiary of the Company, R&N Holding, leases a facility to a related party under an operating lease agreement expiring in 2022. three March 31, 2020 2019 $10,500 $10,500, In 2017, September 21, 2027. $ 3,223,745 March 31, 2020 December 31, 2019, $537,291 $516,626 March 31, 2020 December 31, 2019, three March 31, 2020 2019 $120,000 $120,000, B&R Global leased warehouses from related parties owned by the majority shareholder of B&R Global prior to Realty Acquisition on January 17, 2020. January 1, 2020 January 16, 2020 $187,750. In 2020, December 31, 2020. $30,000 $30,000 three March 31, 2020 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 $5,163,322 $4,497,111 three March 31, 2020 2019, $10,492,252 $8,932,217 three March 31, 2020 2019, |
Note 16 - Segment Reporting
Note 16 - Segment Reporting | 3 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | NOTE 16 ASC 280, two three March 31, 2019 The following table presents net sales by segment for the three March 31, 2020 2019, For the Three Months Ended March 31, 2020 March 31, 2019 Net revenue HF $ 62,905,580 $ 74,801,022 B&R Global 112,897,756 - Total $ 175,803,336 $ 74,801,022 All the Company’s revenue was generated from its business operations in the U.S. For the Three Months Ended March 31, 2020 HF B&R Global Total Revenue $ 62,905,580 $ 112,897,756 $ 175,803,336 Cost of revenue 51,350,288 95,478,003 146,828,291 Gross profit 11,555,292 17,419,753 28,975,045 Depreciation and amortization 755,642 3,770,635 4,526,277 Total capital expenditures $ 21,459 $ 138,793 $ 160,252 For the Three Months Ended March 31, 2019 HF B&R Global Total Revenue $ 74,801,022 $ - $ 74,801,022 Cost of revenue 62,094,166 - 62,094,166 Gross profit 12,706,856 - 12,706,856 Depreciation and amortization 872,148 - 872,148 Total capital expenditures $ 1,344,555 $ - $ 1,344,555 As of 2020 As of 2019 Total assets: HF $ 69,878,489 $ 80,514,529 B&R Global 451,533,917 722,329,265 Total Assets $ 521,412,406 $ 802,843,794 All of the Company’s long-lived assets are located in the US. |
Note 17 - Commitment and Contin
Note 17 - Commitment and Contingency | 3 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 17 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 March 31, 2020 2019. On March 29, 2020, No. 2:20 2929 April 30, 2020, No. 2:20 3967 August 23, 2018 March 23, 2020 no |
Note 18 - Subsequent Events
Note 18 - Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | NOTE 18 SUBSEQUENT EVENTS Starting Mid- March 2020 19 19, no may no 19 19 may |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. The unaudited condensed 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 March 31, 2020 December 31, 2019, 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: March 31, 2020 December 31, 2019 Current assets $ 211,641 $ 158,184 Non-current assets 262,009 301,803 Total assets $ 473,650 $ 459,987 Current liabilities $ 765,080 $ 805,666 Non-current liabilities 58,792 69,321 Total liabilities $ 823,872 $ 874,987 For the three months ended March 31 2020 2019 Net revenue $ 666,428 $ - Net income $ 64,778 $ - For the three months ended March 31 2020 2019 Net cash provided by operating activities $ 314,224 $ - Net cash used in financing activities (222,137 ) - Net increase in cash and cash equivalents $ 92,087 $ - |
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 operations. As of March 31, 2020 December 31, 2019, Name of Entity Percentage of noncontrolling interest Ownership March 31, 2020 December 31, 2019 Kirnland 33.30 % $ 1,333,963 $ 1,292,623 OW 32.50 % 1,581,654 1,600,058 MS 35.00 % 487,005 459,126 MIN 39.75 % 918,575 896,980 Total $ 4,321,197 $ 4,248,787 |
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 unaudited condensed 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 March 31, 2020 December 31, 2019, 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 March 31, 2020 December 31, 2019, $819,807 $623,970, |
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 March 31, 2020, December 31, 2019, $316,368 $16,928, |
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 unaudited condensed consolidated statements of operations 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 Topic 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 operations. The results of operations of the businesses that the Company 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 opted to early adoption of Accounting Standards Update (“ASU”) 2017 04, Intangibles - Goodwill and Other (Topic 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 350 350” 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 investment and investment without readily determinable fair value. The Company follows ASC Topic 321 321” Investments – Equity Securities not not 820 820” Fair Value Measurements and Disclosures Investments in entities in which the Company can exercise significant influence but does not 323 323” Investments-Equity Method and Joint Ventures not not 350. 323. The Company did not March 31, 2020 December 31, 2019. |
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 March 31, 2020 December 31, 2019. |
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. The Company follows ASU 2014 09 606” one not not The contract assets and contract liabilities are recorded on the consolidated balance sheets as accounts receivable and advances from customers as of March 31, 2020 December 31, 2019. three March 31, 2020 2019, The following table summarizes disaggregated revenue from contracts with customers by geographic locations: For the Three Months Ended March 31, 2020 March 31, 2019 North Carolina $ 29,717,516 $ 35,259,767 Florida 19,085,809 23,130,742 Georgia 14,102,255 16,410,513 Arizona 10,011,749 - California 67,664,956 - Colorado 8,908,993 - Utah 14,998,375 - Washington 11,313,683 - Total $ 175,803,336 $ 74,801,022 |
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 $2,558,233 $1,051,120 three March 31, 2020 2019, |
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 740 740” Income Taxes two 1 not 2 not 50 not March 31, 2020 December 31, 2019. |
Lessee, Leases [Policy Text Block] | Leases On January 1, 2019, 2016 02, Leases (Topic 842 842, not 1 2 3 842 not The adoption of Topic 842 $21.2 January 1, 2019. 12 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 Topic 260 260” Earnings per Share 260 no three March 31, 2020 2019. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The Company follows the provisions of ASC Topic 820 820” Fair Value Measurements and Disclosures 820 Level 1 Level 2 not Level 3 The carrying amounts reported in the unaudited condensed consolidated balance sheets for cash, accounts receivable, advances to suppliers, other current assets, accounts payable, bank overdraft, income tax payable, advances from customers – related parties, current portion of long-term debt, current portion of obligations under finance 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% March 31, 2020 December 31, 2019. For the three March 31, 2020 2019, no 10% March 31, 2020, two 56% 15% two 79% 21% December 31, 2019, two 34% 15% two 70% 30% |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In June 2016, 2016 13 2016 13” Measurement of Credit Losses on Financial Instruments (Topic 326 2016 13 16 13 November 2019 326, December 15, 2019, December 31, 2022. not In August 2018, 2018 13 2018 13” Fair Value Measurement (Topic 820 2018 13 820 2018 13 3 2018 13 January 1, 2020. 2018 13 January 1, 2020 not In December 2019, 2019 12 2019 12” Income Taxes (Topic 740 2019 12 740 December 15, 2020, not |
Note 1 - Organization and Bus_2
Note 1 - Organization and Business Description (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Notes Tables | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Name Date of formation / incorporation Place of formation / 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% Food service distributor TT August 6, 2002 North Carolina 100% Logistic service provider MFD April15, 1999 North Carolina 100% Logistic service provider R&N Holdings November 21, 2002 North Carolina 100% Real estate holding company R&N Lexington May 27, 2010 North Carolina 100% Real estate holding company R&N Charlotte July 10, 2019 North Carolina 100% Real estate holding company Kirnsway May 24, 2006 North Carolina 100% Design and printing services provider Chinesetg July 12, 2011 North Carolina 100% Design and printing services provider NSF December 17, 2008 Florida 100% Food service distributor BB September 12, 2001 Florida 100% Logistic service provider Kirnland April 11, 2006 Georgia 66.7% Food service distributor HG Realty May 11, 2012 Georgia 100% Real estate holding company 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 service distributor Capital Trading, LLC (“UT”) March 10, 2003 Utah, USA 100% Food service distributor Win Woo Trading, LLC (‘WW”) January 23, 2004 California, USA 100% Food service distributor Mountain Food, LLC (“MF”) May 2, 2006 Colorado, USA 100% Food service distributor R & C Trading L.L.C. (“RNC”) November 26, 2007 Arizona, USA 100% Food service distributor Great Wall Seafood LA, LLC (“GW”) March 7, 2014 California, USA 100% Food service distributor B&L Trading, LLC (“BNL”) July 18, 2013 Washington, USA 100% Food service distributor Min Food, Inc. (“MIN”) May 29, 2014 California, USA 60.25% Food service distributor B&R Group Logistics Holding, LLC (“BRGL”) July 17, 2014 Delaware, USA 100% Food service distributor Ocean West Food Services, LLC (“OW”) December 22, 2011 California, USA 67.5% Food service distributor Monterey Food Service, LLC (“MS”) September 14, 2017 California, USA 65% Food service distributor Irwindale Poultry, LLC (“IP”) December 27, 2017 California, USA 100% Poultry processing Best Choice Trucking, LLC (“BCT”) January 1, 2011 California, USA 100% Logistic service provider KYL Group, Inc. (“KYL”) April 18, 2014 Nevada, USA 100% Logistic service provider American Fortune Foods Inc. (“AF”) February 19, 2014 California, USA 100% Logistic and import service provider Happy FM Group, Inc. (“HFM”) April 9, 2014 California, USA 100% Logistic service provider GM Food Supplies, Inc. (“GM”) March 22, 2016 California, USA 100% Logistic service provider Lin’s Distribution, Inc., Inc. (“LIN”) February2, 2010 Utah, USA 100% Logistic service provider Lin’s Farms, LLC (“LNF”) July 2, 2014 Utah, USA 100% Poultry processing New Berry Trading, LLC (“NBT”) September 5, 2012 California, USA 100% Logistic service provider Hayward Trucking, Inc. (“HRT”) September 5, 2012 California, USA 100% Logistic service provider Fuso Trucking Corp. (“FUSO”) January 20, 2015 California, USA VIE* Logistic service provider Yi Z Service LLC (“YZ”) October2, 2017 California, USA 100% Logistic service provider Golden Well Inc. (“GWT”) November 8, 2011 California, USA 100% Logistic service provider Kami Trading Inc. (“KAMI”) November 20, 2013 California, USA 100% Import service provider Royal Trucking Services, Inc. (“RTS”) May 19, 2015 Washington, USA 100% Logistic service provider Royal Service Inc. (“RS”) December 29, 2014 Oregon, USA 100% Logistic service provider MF Food Services Inc. (“MFS”) December 21, 2017 California, USA 100% Logistic service provider Name Date of formation / incorporation Place of formation / incorporation Percentage of legal ownership by B&R Global Principal activities A & Kie, LLC March 26, 2020 Arizona 100% Real estate holding company B & R Realty, LLC August 28, 2013 California 100% Real estate holding company Big Sea Realty, LLC April 3, 2013 Washington 100% Real estate holding company Fortune Liberty, LLC November 22, 2006 Utah 100% Real estate holding company Genstar Realty, LLC February 27, 2012 California 100% Real estate holding company Hardin St Properties, LLC December 5, 2012 Montana 100% Real estate holding company Lenfa Food, LLC February 14, 2002 Colorado 100% Real estate holding company Lucky Realty, LLC September 3, 2003 California 100% Real estate holding company Murray Properties, LLC February 27, 2013 Utah 100% Real estate holding company |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Notes Tables | |
Schedule of Variable Interest Entities [Table Text Block] | March 31, 2020 December 31, 2019 Current assets $ 211,641 $ 158,184 Non-current assets 262,009 301,803 Total assets $ 473,650 $ 459,987 Current liabilities $ 765,080 $ 805,666 Non-current liabilities 58,792 69,321 Total liabilities $ 823,872 $ 874,987 For the three months ended March 31 2020 2019 Net revenue $ 666,428 $ - Net income $ 64,778 $ - For the three months ended March 31 2020 2019 Net cash provided by operating activities $ 314,224 $ - Net cash used in financing activities (222,137 ) - Net increase in cash and cash equivalents $ 92,087 $ - |
Redeemable Noncontrolling Interest [Table Text Block] | Name of Entity Percentage of noncontrolling interest Ownership March 31, 2020 December 31, 2019 Kirnland 33.30 % $ 1,333,963 $ 1,292,623 OW 32.50 % 1,581,654 1,600,058 MS 35.00 % 487,005 459,126 MIN 39.75 % 918,575 896,980 Total $ 4,321,197 $ 4,248,787 |
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 Three Months Ended March 31, 2020 March 31, 2019 North Carolina $ 29,717,516 $ 35,259,767 Florida 19,085,809 23,130,742 Georgia 14,102,255 16,410,513 Arizona 10,011,749 - California 67,664,956 - Colorado 8,908,993 - Utah 14,998,375 - Washington 11,313,683 - Total $ 175,803,336 $ 74,801,022 |
Note 3 - Accounts Receivable,_2
Note 3 - Accounts Receivable, Net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Notes Tables | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | As of 2020 As of 2019 Accounts receivable $ 27,030,267 $ 50,651,104 Less: allowance for doubtful accounts (819,807 ) (623,970 ) Accounts receivable, net $ 26,210,460 $ 50,027,134 |
Financing Receivable, Allowance for Credit Loss [Table Text Block] | For the Three Months Ended March 31, 2020 March 31, 2019 Beginning balance $ 623,970 $ 658,104 Provision for doubtful accounts 231,274 (99,678 ) Less: write off/recovery (35,437 ) (3,373 ) Ending balance $ 819,807 $ 555,053 |
Note 5 - Long-term Investments
Note 5 - Long-term Investments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Notes Tables | |
Equity Method Investments [Table Text Block] | Ownership as of March 31, 2020 As of As of Pt. Tamron Akuatik Produk Industri 12% $ 1,800,000 $ 1,800,000 Asahi Food, Inc. 49% 531,337 496,276 Long-term investments $ 2,331,337 $ 2,296,276 |
Note 6 - Property and Equipme_2
Note 6 - Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | As of 2020 As of 2019 Land $ 50,744,295 $ 2,010,253 Buildings and improvements 80,690,964 26,903,528 Machinery and equipment 14,431,258 13,412,961 Motor vehicles 24,235,114 23,841,730 Subtotal 170,101,631 66,168,472 Less: accumulated depreciation (30,160,238 ) (28,630,325 ) Property and equipment, net $ 139,941,393 $ 37,538,147 |
Note 7 - Business Combination_2
Note 7 - Business Combination With B&R Global (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Notes Tables | |
Business Acquisition, Pro Forma Information [Table Text Block] | For the three months ended March 31, 2020 Net Revenue $ 112,897,756 Net Income $ (340,298,022 ) For the three months ended March 31, 2019 Pro forma Net revenue $ 208,955,366 Pro forma Net income 2,924,375 (1) Pro forma Net income attributable to HF Group 2,678,359 (1) Pro forma earnings per common share - basic and diluted $ 0.05 Pro forma weighted average shares - basic and diluted 52,867,486 |
B&R Global [Member] | |
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 $ 579,640,494 |
Note 8 - Acquisition of B&R R_2
Note 8 - Acquisition of B&R Realty Subsidiaries (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
B & R Realty, LLC [Member] | |
Notes Tables | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Cash $ 265,639 Automobile 33,690 Prepaids 39,193 Land 48,734,042 Buildings 53,563,835 ASSETS ACQUIRED 102,636,399 Accounts payable and Accrued Expenses 1,366,693 LIABILITIES ASSUMED 1,366,693 NET ASSETS ACQUIRED $ 101,269,706 |
Note 9 - Goodwill and Acquire_2
Note 9 - Goodwill and Acquired Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Notes Tables | |
Schedule of Goodwill [Table Text Block] | HF Group Total Balance at December 31, 2019 $ - $ 406,703,348 $ 406,703,348 Balance at March 31, 2020 (1) $ - $ 68,511,941 $ 68,511,941 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | At March 31, 2020 At December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Tradenames $ 29,303,000 $ (1,220,958 ) 28,082,042 $ 29,303,000 $ (488,383 ) 28,814,617 Customer relationships 159,200,000 (3,316,667 ) 155,883,333 159,200,000 (1,326,667 ) 157,873,333 Total $ 188,503,000 $ (4,537,625 ) 183,965,375 $ 188,503,000 $ (1,815,050 ) 186,687,950 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Twelve months ending March 31, 2021 $ 10,890,300 2022 10,890,300 2023 10,890,300 2024 10,890,300 2025 10,890,300 Thereafter 129,513,875 Total $ 183,965,375 |
Note 11 - Long-term Debt (Table
Note 11 - Long-term Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Notes Tables | |
Schedule of Long-term Debt Instruments [Table Text Block] | Bank name Maturity Interest rate at March 31, 2020 As of 2020 As of 2019 East West Bank – (a) August 2027 - September 2029 3.83% - 4.25% $ 6,942,702 $ 6,989,016 Capital Bank – (b) October 2027 3.85% 4,919,094 4,967,075 Bank of America – (c) April 2021 – December 2029 3.75% - 5.51% 5,696,670 4,263,663 J.P. Morgan Chase (d) February 2023 – January 2030 3.46% 77,516,030 2,702,371 BMO Harris Bank – (e) April 2022 - January 2024 5.87% - 5.99% 397,378 508,564 Peoples United Bank – (e) April 2020 – January 2023 6.69% - 7.53% 981,749 1,114,993 Other finance companies – (e) May 2020 – March 2024 3.9% - 6.14% 639,323 716,315 Total debt 97,092,946 21,261,997 Less: current portion (6,941,738 ) (2,726,981 ) Long-term debt $ 90,151,208 $ 18,535,016 |
Schedule of Maturities of Long-term Debt [Table Text Block] | Twelve months ending March 31, 2021 $ 6,941,738 2022 5,597,456 2023 5,128,522 2024 4,020,194 2025 3,698,486 Thereafter 71,706,550 Total $ 97,092,946 |
Note 12 - Leases (Tables)
Note 12 - Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Notes Tables | |
Lease, Cost [Table Text Block] | For the Three Months Ended March 31, 2020 March 31, 2019 Operating lease cost $ 503,057 $ 164,752 Weighted Average Remaining Lease Term (Months) Operating leases 36 31 Weighted Average Discount Rate Operating leases 4.1 % 5.1 % For the Three Months Ended March 31, 2020 March 31, 2019 Finance leases cost: Amortization of right-of-use assets $ 139,687 $ 145,879 Interest on lease liabilities 27,903 32,327 Total finance leases cost $ 167,590 $ 178,206 |
Operating and Finance Leases, Supplemental Cash Flow Information [Table Text Block] | For the Three Months Ended March 31, 2020 March 31, 2019 Operating cash flows from finance leases 27,903 32,327 |
Operating and Finance Leases, Supplemental Balance Sheet Information [Table Text Block] | March 31, 2020 December 31, 2019 Finance Leases Property and equipment, at cost $ 2,793,731 $ 2,793,731 Accumulated depreciation (1,432,817 ) (1,293,130 ) Property and equipment, net $ 1,360,914 $ 1,500,601 Weighted Average Remaining Lease Term (Months) Finance leases 51 54 Weighted Average Discount Rate Finance leases 7.52 % 7.51 % |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Twelve months ending March 31, Operating Leases Finance Leases 2021 $ 395,354 $ 373,715 2022 288,902 352,151 2023 245,773 334,224 2024 78,784 295,250 2025 - 162,142 Total Lease Payments 1,008,813 1,517,482 Less Imputed Interest (125,261 ) (249,599 ) Total $ 883,552 $ 1,267,883 |
Note 13 - Supplemental Cash F_2
Note 13 - Supplemental Cash Flows Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Notes Tables | |
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | For the Three Months Ended March 31, 2020 March 31, 2019 Supplemental disclosure of cash flow data: Cash paid for interest $ 814,077 $ 379,969 Cash paid for income taxes $ 93,315 - Supplemental disclosure of non-cash investing and financing activities Issuance of promissory note for the acquisition of B&R Realty Subsidiaries $ 7,000,000 $ - |
Note 14 - Taxes (Tables)
Note 14 - Taxes (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Notes Tables | |
Federal Income Tax Note [Table Text Block] | For the Three Months Ended March 31, 2020 March 31, 2019 Current income taxes: Federal $ 359,600 $ 392,484 State 89,660 139,386 Current income taxes 449,260 531,870 Deferred income taxes (benefit): Federal (723,342 ) 103,060 State (208,129 ) 12,709 Deferred income taxes (benefit) (931,471 ) 115,769 Total provision (benefit) for income taxes $ (482,211 ) $ 647,639 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | As of 2020 As of 2019 Deferred tax assets: Allowance for doubtful accounts $ 405,255 $ 373,438 Inventories 590,255 594,628 Federal NOL 228,637 228,637 State NOL 86,383 80,514 Basis in intangible assets 52,467 - Accrued expenses 128,082 80,100 Total deferred tax assets 1,491,079 1,357,317 Deferred tax liabilities: Property and equipment (3,177,207 ) (3,270,536 ) Intangibles assets (49,623,453 ) (50,327,833 ) Total deferred tax liabilities (52,800,660 ) (53,598,369 ) Net deferred tax liabilities $ (51,309,581 ) $ (52,241,052 ) As of 2020 As of 2019 Deferred tax assets $ 69,236 $ 78,993 Deferred tax liabilities (51,378,817 ) (52,320,045 ) Net deferred tax liabilities $ (51,309,581 ) $ (52,241,052 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | For the Three Months Ended March 31, 2020 March 31, 2019 Federal statutory tax rate 21.0 % 21.0 % State statutory tax rate - 5.2 % Impact of goodwill impairment loss – permanent difference (20.8 )% 0.3 % Effective tax rate 0.2 % 26.5 % |
Note 15 - Related Party Trans_2
Note 15 - Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Notes Tables | |
Schedule of Accounts Receivable With Related Parties [Table Text Block] | As of March 31 As of December 31, Name of Related Party 2020 2019 (a) Allstate Trading Company Inc. $ 19,382 $ 11,322 (b) Enson Seafood GA Inc. (formerly “GA-GW Seafood, Inc.”) 439,108 348,833 (c) Eagle Food Service LLC 1,494,220 979,591 (d) Fortune One Foods Inc. 166,379 53,862 (e) Eastern Fresh LLC 1,948,403 1,511,075 (f) Enson Trading LLC 346,497 341,200 (g) Hengfeng Food Service Inc. 849,022 477,541 (h) N&F Logistic, Inc. - 119,241 (i) ABC Trading, LLC 448,917 238,513 (j) UGO USA Inc. 71,587 - (k) Best Food Services, LLC 72,761 - Others 131,356 121,692 Total $ 5,987,632 $ 4,202,870 |
Schedule of Related Party Transactions [Table Text Block] | As of As of Name of Related Party March 31, 2020 December 31, 2019 (1) Ocean Pacific Seafood Group $ 181,775 $ 223,303 (2) Revolution Industry, LLC 683,041 521,832 Total $ 864,816 $ 745,135 |
Note 16 - Segment Reporting (Ta
Note 16 - Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Notes Tables | |
Schedule of Revenue by Major Customers by Reporting Segments [Table Text Block] | For the Three Months Ended March 31, 2020 March 31, 2019 Net revenue HF $ 62,905,580 $ 74,801,022 B&R Global 112,897,756 - Total $ 175,803,336 $ 74,801,022 |
Revenue from External Customers by Geographic Areas [Table Text Block] | For the Three Months Ended March 31, 2020 HF B&R Global Total Revenue $ 62,905,580 $ 112,897,756 $ 175,803,336 Cost of revenue 51,350,288 95,478,003 146,828,291 Gross profit 11,555,292 17,419,753 28,975,045 Depreciation and amortization 755,642 3,770,635 4,526,277 Total capital expenditures $ 21,459 $ 138,793 $ 160,252 For the Three Months Ended March 31, 2019 HF B&R Global Total Revenue $ 74,801,022 $ - $ 74,801,022 Cost of revenue 62,094,166 - 62,094,166 Gross profit 12,706,856 - 12,706,856 Depreciation and amortization 872,148 - 872,148 Total capital expenditures $ 1,344,555 $ - $ 1,344,555 |
Schedule Of Assets By Reporting Segments [Table Text Block] | As of 2020 As of 2019 Total assets: HF $ 69,878,489 $ 80,514,529 B&R Global 451,533,917 722,329,265 Total Assets $ 521,412,406 $ 802,843,794 |
Note 1 - Organization and Bus_3
Note 1 - Organization and Business Description (Details Textual) | Jan. 17, 2020USD ($) | Nov. 04, 2019USD ($)shares | Aug. 22, 2018shares | Mar. 31, 2020shares | Dec. 31, 2019shares | Jul. 10, 2019ft²a | Jan. 01, 2018 |
Number of Subsidiaries | 11 | ||||||
Common Stock, Shares, Issued, Total (in shares) | 22,167,486 | 53,050,211 | 52,145,096 | ||||
Number of Shares Redeemed by Pre-Transaction Shareholders (in shares) | 400,000 | ||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in shares) | 10,000 | ||||||
Stock Issued During Period, Shares, Issued to the Pre-transaction Stockholders (in shares) | 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 | ||||||
Common Stock, Shares, Outstanding, Ending Balance (in shares) | 22,167,486 | 53,050,211 | 52,145,096 | ||||
CHINA | |||||||
Number of Call Centers | 2 | ||||||
B & R [Member] | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 30,700,000 | ||||||
Business Combination, Consideration Transferred, Total | $ | $ 576,699,494 | ||||||
Number of Restaurants | 6,800 | ||||||
Number of States in which Entity Operates | 11 | ||||||
B & R Realty, LLC [Member] | |||||||
Business Combination, Consideration Transferred, Total | $ | $ 101,269,706 | ||||||
B & R Realty, LLC [Member] | Revolving Credit Facility [Member] | |||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ | 18,700,000 | ||||||
B & R Realty, LLC [Member] | Mortgage-secured Term Loan [Member] | |||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ | 75,600,000 | ||||||
B & R Realty, LLC [Member] | Unsecured Subordinated Promissory Note [Member] | |||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ | $ 7,000,000 | ||||||
HF Holding [Member] | |||||||
Stock Issued During Period, Shares, New Issues (in shares) | 19,969,831 | ||||||
Aggregate Issued and Outstanding Shares, Percentage | 88.50% | ||||||
Office/warehouse/industrial Facility Located in Charlotte, North Carolina [Member] | |||||||
Area of Land (Acre) | a | 4.66 | ||||||
Area of Real Estate Property (Square Foot) | ft² | 115,570 |
Note 1 - Organization and Bus_4
Note 1 - Organization and Business Description - Schedule of Entities (Details) | 3 Months Ended |
Mar. 31, 2020 | |
HF Holding [Member] | |
Date of incorporation | Oct. 11, 2017 |
Principal activities | Holding company |
Han Feng [Member] | |
Date of incorporation | Jan. 14, 1997 |
Principal activities | Food service distributor |
Percentage of legal ownership | 100.00% |
TT [Member] | |
Date of incorporation | Aug. 6, 2002 |
Principal activities | Logistic service provider |
Percentage of legal ownership | 100.00% |
MFD [Member] | |
Principal activities | Logistic service provider |
Percentage of legal ownership | 100.00% |
R&N Holdings [Member] | |
Date of incorporation | Nov. 21, 2002 |
Principal activities | Real estate holding company |
Percentage of legal ownership | 100.00% |
R&N Lexington [Member] | |
Date of incorporation | May 27, 2010 |
Principal activities | Real estate holding company |
Percentage of legal ownership | 100.00% |
R&N Charlotte [Member] | |
Date of incorporation | Jul. 10, 2019 |
Principal activities | Real estate holding company |
Percentage of legal ownership | 100.00% |
Kirnsway [Member] | |
Date of incorporation | May 24, 2006 |
Principal activities | Design and printing services provider |
Percentage of legal ownership | 100.00% |
Chinesetg [Member] | |
Date of incorporation | Jul. 12, 2011 |
Principal activities | Design and printing services provider |
Percentage of legal ownership | 100.00% |
NSF [Member] | |
Date of incorporation | Dec. 17, 2008 |
Principal activities | Food service distributor |
Percentage of legal ownership | 100.00% |
BB [Member] | |
Date of incorporation | Sep. 12, 2001 |
Principal activities | Logistic service provider |
Percentage of legal ownership | 100.00% |
Kirnland [Member] | |
Date of incorporation | Apr. 11, 2006 |
Principal activities | Food service distributor |
Percentage of legal ownership | 66.70% |
HG Realty [Member] | |
Date of incorporation | May 11, 2012 |
Principal activities | Real estate holding company |
Percentage of legal ownership | 100.00% |
B&R Global [Member] | B&R Global [Member] | |
Date of incorporation | Jan. 3, 2014 |
Principal activities | Holding Company |
B&R Global [Member] | A & Kie, LLC [Member] | |
Date of incorporation | Mar. 26, 2020 |
Principal activities | Real estate holding company |
Percentage of legal ownership | 100.00% |
B&R Global [Member] | B & R Realty, LLC [Member] | |
Date of incorporation | Aug. 28, 2013 |
Principal activities | Real estate holding company |
Percentage of legal ownership | 100.00% |
B&R Global [Member] | Rongcheng Trading, LLC [Member] | |
Date of incorporation | Jan. 31, 2006 |
Principal activities | Food service distributor |
Percentage of legal ownership | 100.00% |
B&R Global [Member] | Big Sea Realty, LLC [Member] | |
Date of incorporation | Apr. 3, 2013 |
Principal activities | Real estate holding company |
Percentage of legal ownership | 100.00% |
B&R Global [Member] | Capital Trading, LLC [Member] | |
Date of incorporation | Mar. 10, 2003 |
Principal activities | Food service distributor |
Percentage of legal ownership | 100.00% |
B&R Global [Member] | Fortune Liberty, LLC [Member] | |
Date of incorporation | Nov. 22, 2006 |
Principal activities | Real estate holding company |
Percentage of legal ownership | 100.00% |
B&R Global [Member] | Win Woo Trading, LLC [Member] | |
Date of incorporation | Jan. 23, 2004 |
Principal activities | Food service distributor |
Percentage of legal ownership | 100.00% |
B&R Global [Member] | Genstar Realty, LLC [Member] | |
Date of incorporation | Feb. 27, 2012 |
Principal activities | Real estate holding company |
Percentage of legal ownership | 100.00% |
B&R Global [Member] | Mountain Food, LLC [Member] | |
Date of incorporation | May 2, 2006 |
Principal activities | Food service distributor |
Percentage of legal ownership | 100.00% |
B&R Global [Member] | Hardin St Properties, LLC [Member] | |
Date of incorporation | Dec. 5, 2012 |
Principal activities | Real estate holding company |
Percentage of legal ownership | 100.00% |
B&R Global [Member] | R&C Trading, L.L.C. [Member] | |
Date of incorporation | Nov. 26, 2007 |
Principal activities | Food service distributor |
Percentage of legal ownership | 100.00% |
B&R Global [Member] | Lenfa Food, LLC [Member] | |
Date of incorporation | Feb. 14, 2002 |
Principal activities | Real estate holding company |
Percentage of legal ownership | 100.00% |
B&R Global [Member] | Great Wall Seafood LA, LLC [Member] | |
Date of incorporation | Mar. 7, 2014 |
Principal activities | Food service distributor |
Percentage of legal ownership | 100.00% |
B&R Global [Member] | Lucky Realty, LLC [Member] | |
Date of incorporation | Sep. 3, 2003 |
Principal activities | Real estate holding company |
Percentage of legal ownership | 100.00% |
B&R Global [Member] | B&L Trading, LLC [Member] | |
Date of incorporation | Jul. 18, 2013 |
Principal activities | Food service distributor |
Percentage of legal ownership | 100.00% |
B&R Global [Member] | Murray Properties, LLC [Member] | |
Date of incorporation | Feb. 27, 2013 |
Principal activities | Real estate holding company |
Percentage of legal ownership | 100.00% |
B&R Global [Member] | Min Food, Inc. [Member] | |
Date of incorporation | May 29, 2014 |
Principal activities | Food service distributor |
Percentage of legal ownership | 60.25% |
B&R Global [Member] | B&R Group Logistic Holdings, LLC [Member] | |
Date of incorporation | Jul. 17, 2014 |
Principal activities | Food service distributor |
Percentage of legal ownership | 100.00% |
B&R Global [Member] | Ocean West Food Services, LLC [Member] | |
Date of incorporation | Dec. 22, 2011 |
Principal activities | Food service distributor |
Percentage of legal ownership | 67.50% |
B&R Global [Member] | Monterey Food Services, LLC [Member] | |
Date of incorporation | Sep. 14, 2017 |
Principal activities | Food service distributor |
Percentage of legal ownership | 65.00% |
B&R Global [Member] | Irwindale Poultry, LLC [Member] | |
Date of incorporation | Dec. 27, 2017 |
Principal activities | Poultry processing |
Percentage of legal ownership | 100.00% |
B&R Global [Member] | Best Choice Trucking, LLC [Member] | |
Date of incorporation | Jan. 1, 2011 |
Principal activities | Logistic service provider |
Percentage of legal ownership | 100.00% |
B&R Global [Member] | KYL Group, Inc. [Member] | |
Date of incorporation | Apr. 18, 2014 |
Principal activities | Logistic service provider |
Percentage of legal ownership | 100.00% |
B&R Global [Member] | American Fortune Foods, Inc. [Member] | |
Date of incorporation | Feb. 19, 2014 |
Principal activities | Logistic and import service provider |
Percentage of legal ownership | 100.00% |
B&R Global [Member] | Happy FM Group, Inc. [Member] | |
Date of incorporation | Apr. 9, 2014 |
Principal activities | Logistic service provider |
Percentage of legal ownership | 100.00% |
B&R Global [Member] | GM Food Supplies, Inc. [Member] | |
Date of incorporation | Mar. 22, 2016 |
Principal activities | Logistic service provider |
Percentage of legal ownership | 100.00% |
B&R Global [Member] | Lin's Distribution Inc. [Member] | |
Principal activities | Logistic service provider |
Percentage of legal ownership | 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 | 100.00% |
B&R Global [Member] | New Berry Trading LLC [Member] | |
Date of incorporation | Sep. 5, 2012 |
Principal activities | Logistic service provider |
Percentage of legal ownership | 100.00% |
B&R Global [Member] | Hayward Trucking, Inc. [Member] | |
Date of incorporation | Sep. 5, 2012 |
Principal activities | Logistic service provider |
Percentage of legal ownership | 100.00% |
B&R Global [Member] | Fuso Trucking, Corp. [Member] | |
Date of incorporation | Jan. 20, 2015 |
Principal activities | Logistic service provider |
B&R Global [Member] | Yi Z Services, LLC [Member] | |
Principal activities | Logistic service provider |
Percentage of legal ownership | 100.00% |
B&R Global [Member] | Golden Well, Inc. [Member] | |
Date of incorporation | Nov. 8, 2011 |
Principal activities | Logistic service provider |
Percentage of legal ownership | 100.00% |
B&R Global [Member] | Kami Trading, Inc. [Member] | |
Date of incorporation | Nov. 20, 2013 |
Principal activities | Import service provider |
Percentage of legal ownership | 100.00% |
B&R Global [Member] | Royal Trucking Services, Inc. [Member] | |
Date of incorporation | May 19, 2015 |
Principal activities | Logistic service provider |
Percentage of legal ownership | 100.00% |
B&R Global [Member] | Royal Service, Inc. [Member] | |
Date of incorporation | Dec. 29, 2014 |
Principal activities | Logistic service provider |
Percentage of legal ownership | 100.00% |
B&R Global [Member] | MF Food Services, Inc. [Member] | |
Date of incorporation | Dec. 21, 2017 |
Principal activities | Logistic service provider |
Percentage of legal ownership | 100.00% |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies (Details Textual) shares in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020USD ($)shares | Mar. 31, 2019USD ($)shares | Dec. 31, 2019USD ($) | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($) | |
Cash Equivalents, at Carrying Value, Total | $ 0 | $ 0 | |||
Accounts Receivable, Allowance for Credit Loss, Current | 819,807 | $ 555,053 | 623,970 | $ 658,104 | |
Inventory Valuation Reserves, Ending Balance | 316,368 | 16,928 | |||
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 | 883,552 | $ 17,155,584 | |||
Operating Lease, Liability, Total | $ 883,552 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | shares | 0 | 0 | |||
Cost of Goods and Service Benchmark [Member] | Advance Payments Outstanding [Member] | |||||
Number of Major Suppliers | 2 | 2 | |||
Cost of Goods and Service Benchmark [Member] | Advance Payments Outstanding [Member] | Supplier One [Member] | |||||
Concentration Risk, Percentage | 56.00% | 34.00% | |||
Cost of Goods and Service Benchmark [Member] | Advance Payments Outstanding [Member] | Supplier Two [Member] | |||||
Concentration Risk, Percentage | 15.00% | 15.00% | |||
Cost of Goods and Service Benchmark [Member] | Advance Payments to Related Parties [Member] | |||||
Number of Major Suppliers | 2 | 2 | |||
Cost of Goods and Service Benchmark [Member] | Advance Payments to Related Parties [Member] | Supplier One [Member] | |||||
Concentration Risk, Percentage | 79.00% | 70.00% | |||
Cost of Goods and Service Benchmark [Member] | Advance Payments to Related Parties [Member] | Supplier Two [Member] | |||||
Concentration Risk, Percentage | 21.00% | 30.00% | |||
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 | $ 2,558,233 | $ 1,051,120 |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies - Variable Interest Entities (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Current assets | $ 125,329,973 | $ 151,419,617 | |
Total assets | 521,412,406 | 802,843,794 | |
Current liabilities | 103,507,027 | 110,445,754 | |
Total liabilities | 253,567,206 | 195,187,062 | |
Net revenue | 175,803,336 | $ 74,801,022 | |
Net income | (339,686,532) | 1,793,571 | |
Net cash provided by operating activities | 18,627,806 | 2,521,378 | |
Net cash used in financing activities | 73,597,614 | 267,059 | |
Net increase in cash and cash equivalents | (1,848,021) | 1,407,950 | |
Variable Interest Entity, Primary Beneficiary [Member] | |||
Current assets | 211,641 | 158,184 | |
Non-current assets | 262,009 | 301,803 | |
Total assets | 473,650 | 459,987 | |
Current liabilities | 765,080 | 805,666 | |
Non-current liabilities | 58,792 | 69,321 | |
Total liabilities | 823,872 | $ 874,987 | |
Net revenue | 666,428 | ||
Net income | 64,778 | ||
Net cash provided by operating activities | 314,224 | ||
Net cash used in financing activities | (222,137) | ||
Net increase in cash and cash equivalents | $ 92,087 |
Note 2 - Summary of Significa_5
Note 2 - Summary of Significant Accounting Policies - Noncontrolling Interest (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Noncontrolling interest | $ 4,321,197 | $ 4,248,787 |
Kirnland [Member] | ||
Percent of ownership of noncontrolling interest | 33.30% | |
Noncontrolling interest | $ 1,333,963 | 1,292,623 |
OW [Member] | ||
Percent of ownership of noncontrolling interest | 32.50% | |
Noncontrolling interest | $ 1,581,654 | 1,600,058 |
MS [Member] | ||
Percent of ownership of noncontrolling interest | 35.00% | |
Noncontrolling interest | $ 487,005 | 459,126 |
MIN [Member] | ||
Percent of ownership of noncontrolling interest | 39.75% | |
Noncontrolling interest | $ 918,575 | $ 896,980 |
Note 2 - Summary of Significa_6
Note 2 - Summary of Significant Accounting Policies - Estimated Useful Lives of Property, Plant and Equipment (Details) | 3 Months Ended |
Mar. 31, 2020 | |
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) | 3 Months Ended |
Mar. 31, 2020 | |
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 ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue | $ 175,803,336 | $ 74,801,022 |
NORTH CAROLINA | ||
Revenue | 29,717,516 | 35,259,767 |
FLORIDA | ||
Revenue | 19,085,809 | 23,130,742 |
GEORGIA | ||
Revenue | 14,102,255 | 16,410,513 |
ARIZONA | ||
Revenue | 10,011,749 | |
CALIFORNIA | ||
Revenue | 67,664,956 | |
COLORADO | ||
Revenue | 8,908,993 | |
UTAH | ||
Revenue | 14,998,375 | |
WASHINGTON | ||
Revenue | $ 11,313,683 |
Note 3 - Accounts Receivable,_3
Note 3 - Accounts Receivable, Net - Accounts Receivable (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Accounts receivable | $ 27,030,267 | $ 50,651,104 | ||
Less: allowance for doubtful accounts | (819,807) | (623,970) | $ (555,053) | $ (658,104) |
Accounts receivable, net | $ 26,210,460 | $ 50,027,134 |
Note 3 - Accounts Receivable,_4
Note 3 - Accounts Receivable, Net - Allowance for Doubtful Accounts (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Beginning balance | $ 623,970 | $ 658,104 |
Provision for doubtful accounts | 231,274 | (99,678) |
Less: write off/recovery | (35,437) | (3,373) |
Ending balance | $ 819,807 | $ 555,053 |
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 (in shares) | 272,369 | |
Restricted Shares, Held in Escrow (in shares) | 89,882 | |
Treasury Stock Shares Exchanged for Note Receivable, Per Share (in dollars per share) | $ 13.30 |
Note 5 - Long-term Investment_2
Note 5 - Long-term Investments (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
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 ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Ownership, value | $ 2,331,337 | $ 2,296,276 |
Pt. Tamron Akuatik Produk Industri [Member] | ||
Ownership, percent | 12.00% | |
Ownership, value | $ 1,800,000 | 1,800,000 |
Asahi Food, Inc. [Member] | ||
Ownership, percent | 49.00% | |
Ownership, value | $ 531,337 | $ 496,276 |
Note 6 - Property and Equipme_3
Note 6 - Property and Equipment, Net (Details Textual) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Jan. 17, 2020 | |
Depreciation, Total | $ 1,651,505 | $ 707,396 | |
B&R Group Realty [Member] | |||
Depreciation, Total | $ 102,331,567 |
Note 6 - Property and Equipme_4
Note 6 - Property and Equipment, Net - Property and Equipment (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Property and equipment, gross | $ 170,101,631 | $ 66,168,472 |
Less: accumulated depreciation | (30,160,238) | (28,630,325) |
Property and equipment, net | 139,941,393 | 37,538,147 |
Land [Member] | ||
Property and equipment, gross | 50,744,295 | 2,010,253 |
Building and Building Improvements [Member] | ||
Property and equipment, gross | 80,690,964 | 26,903,528 |
Machinery and Equipment [Member] | ||
Property and equipment, gross | 14,431,258 | 13,412,961 |
Vehicles [Member] | ||
Property and equipment, gross | $ 24,235,114 | $ 23,841,730 |
Note 7 - Business Combination_3
Note 7 - Business Combination With B&R Global (Details Textual) - B&R Global [Member] - USD ($) | Nov. 04, 2019 | Mar. 31, 2019 |
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in 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 | $ 2,722,575 | |
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 ($) | Mar. 31, 2020 | [1] | Dec. 31, 2019 | Nov. 04, 2019 |
Goodwill, Ending Balance | $ 68,511,941 | $ 406,703,348 | ||
B&R Global [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 | |||
Depreciation, Total | 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, Ending Balance | 406,703,348 | |||
INTANGIBLE ASSETS ACQUIRED | 595,206,348 | |||
Noncontrolling interests | 2,941,000 | |||
Total consideration | $ 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 Global [Member] - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Net Revenue | $ 112,897,756 | ||
Net Income | $ (340,298,022) | ||
Pro forma Net revenue | $ 208,955,366 | ||
Pro forma Net income | [1] | 2,924,375 | |
Pro forma Net income attributable to HF Group | [1] | $ 2,678,359 | |
Pro forma earnings per common share - basic and diluted (in dollars per share) | $ 0.05 | ||
Pro forma weighted average shares - basic and diluted (in shares) | 52,867,486 | ||
[1] | Includes intangibles asset amortization expense of $2,722,575 for the three months ended March 31, 2019. |
Note 8 - Acquisition of B&R R_3
Note 8 - Acquisition of B&R Realty Subsidiaries (Details Textual) | Jan. 17, 2020USD ($) |
B & R Realty, LLC [Member] | |
Business Combination, Consideration Transferred, Total | $ 101,269,706 |
B & R Realty, LLC [Member] | Revolving Credit Facility [Member] | |
Business Combination, Consideration Transferred, Liabilities Incurred | 18,700,000 |
B & R Realty, LLC [Member] | Mortgage-secured Term Loan [Member] | |
Business Combination, Consideration Transferred, Liabilities Incurred | 75,600,000 |
B & R Realty, LLC [Member] | Unsecured Subordinated Promissory Note [Member] | |
Business Combination, Consideration Transferred, Liabilities Incurred | $ 7,000,000 |
Co-Chief Executive Officer [Member] | B&R Group Realty [Member] | |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 8.91% |
Note 8 - Acquisition of B&R R_4
Note 8 - Acquisition of B&R Realty - Assets Acquired and Liabilities Assumed (Details) - B & R Realty, LLC [Member] | Jan. 17, 2020USD ($) |
Cash | $ 265,639 |
Automobile | 33,690 |
Prepaids | 39,193 |
Land | 48,734,042 |
Buildings | 53,563,835 |
ASSETS ACQUIRED | 102,636,399 |
Accounts payable and Accrued Expenses | 1,366,693 |
LIABILITIES ASSUMED | 1,366,693 |
NET ASSETS ACQUIRED | $ 101,269,706 |
Note 9 - Goodwill and Acquire_3
Note 9 - Goodwill and Acquired Intangible Assets (Details Textual) - USD ($) | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | ||
Goodwill, Ending Balance | $ 68,511,941 | [1] | $ 406,703,348 | |
Goodwill, Impairment Loss | 338,191,407 | |||
Amortization of Intangible Assets, Total | 2,722,575 | $ 0 | ||
B & R [Member] | ||||
Goodwill, Impairment Loss | 338,200,000 | |||
B & R [Member] | ||||
Goodwill, Ending Balance | $ 406,700,000 | |||
Finite-lived Intangible Assets Acquired | $ 188,503,000 | |||
B & R [Member] | Trade Names [Member] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life (Year) | 10 years | |||
B & R [Member] | Customer Relationships [Member] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life (Year) | 20 years | |||
[1] | There are no accumulated impairment losses. |
Note 9 - Goodwill and Acquire_4
Note 9 - Goodwill and Acquired Intangible Assets - Goodwill (Details) - USD ($) | Mar. 31, 2020 | [1] | Dec. 31, 2019 |
Balance | $ 68,511,941 | $ 406,703,348 | |
HF Group [Member] | |||
Balance | |||
B&R Global [Member] | |||
Balance | $ 68,511,941 | $ 406,703,348 | |
[1] | There are no accumulated impairment losses. |
Note 9 - Goodwill and Acquire_5
Note 9 - Goodwill and Acquired Intangible Assets- Intangible Assets (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Gross carrying amount | $ 188,503,000 | $ 188,503,000 |
Accumulated amortization | (4,537,625) | (1,815,050) |
Net carrying amount | 183,965,375 | 186,687,950 |
Trade Names [Member] | ||
Gross carrying amount | 29,303,000 | 29,303,000 |
Accumulated amortization | (1,220,958) | (488,383) |
Net carrying amount | 28,082,042 | 28,814,617 |
Customer Relationships [Member] | ||
Gross carrying amount | 159,200,000 | 159,200,000 |
Accumulated amortization | (3,316,667) | (1,326,667) |
Net carrying amount | $ 155,883,333 | $ 157,873,333 |
Note 9 - Goodwill and Acquire_6
Note 9 - Goodwill and Acquired Intangible Assets - Futue Amortization Expense (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
2021 | $ 10,890,300 | |
2022 | 10,890,300 | |
2023 | 10,890,300 | |
2024 | 10,890,300 | |
2025 | 10,890,300 | |
Thereafter | 129,513,875 | |
Total | $ 183,965,375 | $ 186,687,950 |
Note 10 - Lines of Credit (Deta
Note 10 - Lines of Credit (Details Textual) | Jan. 17, 2020USD ($) | Nov. 04, 2019USD ($) | Apr. 18, 2019USD ($) | Jul. 01, 2016USD ($) | Jan. 31, 2018 | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Nov. 14, 2012USD ($) |
Long-term Debt, Total | $ 97,092,946 | $ 21,261,997 | ||||||||
Proceeds from Lines of Credit, Total | 174,101,782 | $ 1,500,000 | ||||||||
Mortgage-secured Term Loan [Member] | B & R Realty, LLC [Member] | ||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 75,600,000 | |||||||||
Revolving Credit Facility [Member] | B & R Realty, LLC [Member] | ||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 18,700,000 | |||||||||
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 | |||||||||
Fixed Charge Coverage Ratio Required | 1.1 | |||||||||
JP Morgan [Member] | Second Amended Credit Agreement [Member] | Mortgage-secured Term Loan [Member] | ||||||||||
Long-term Debt, Total | 75,600,000 | |||||||||
Long-term Debt, Total | $ 55,000,000 | |||||||||
JP Morgan [Member] | Revolving Credit Facility [Member] | Second Amended Credit Agreement [Member] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 100,000,000 | |||||||||
Long-term Line of Credit, Total | 41,200,000 | $ 43,100,000 | ||||||||
Proceeds from Lines of Credit, Total | $ 18,700,000 | |||||||||
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 11 - Long-term Debt (Detai
Note 11 - Long-term Debt (Details Textual) | Mar. 31, 2020USD ($) |
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 |
JP Morgan [Member] | Assets Held by Subsidiaries [Member] | |
Debt Instrument, Collateral Amount | 75,007,690 |
JP Morgan [Member] | Vehicles and Equipment [Member] | |
Debt Instrument, Collateral Amount | $ 2,508,340 |
Note 11 - Long-term Debt - Long
Note 11 - Long-term Debt - Long-term Debt (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | |
Total debt | $ 97,092,946 | $ 21,261,997 | |
Less: current portion | (6,941,738) | (2,726,981) | |
Long-term debt | 90,151,208 | 18,535,016 | |
East West Bank [Member] | |||
Total debt | [1] | $ 6,942,702 | 6,989,016 |
East West Bank [Member] | Minimum [Member] | |||
Interest rate | [1] | 3.83% | |
East West Bank [Member] | Maximum [Member] | |||
Interest rate | [1] | 4.25% | |
Capital Bank [Member] | |||
Interest rate | [2] | 3.85% | |
Total debt | [2] | $ 4,919,094 | 4,967,075 |
Bank of America [Member] | |||
Total debt | [3] | $ 5,696,670 | 4,263,663 |
Bank of America [Member] | Minimum [Member] | |||
Interest rate | [3] | 3.75% | |
Bank of America [Member] | Maximum [Member] | |||
Interest rate | [3] | 5.51% | |
JP Morgan [Member] | |||
Interest rate | [4] | 3.46% | |
Total debt | [4] | $ 77,516,030 | 2,702,371 |
Bank of Montreal [Member] | |||
Total debt | [5] | $ 397,378 | 508,564 |
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] | $ 981,749 | 1,114,993 |
Peoples United Bank [Member] | Minimum [Member] | |||
Interest rate | [5] | 6.69% | |
Peoples United Bank [Member] | Maximum [Member] | |||
Interest rate | [5] | 7.53% | |
Other Finance Companies [Member] | |||
Total debt | [5] | $ 639,323 | $ 716,315 |
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] | Real estate term loan with a principal balance of $75,007,690 is secured by assets held by nine subsidiaries of the Company, AK, BRR, BSR, FL, GSR, HP, LF, LR, and MP. Equipment term loan with a principal balance of $2,508,340 is secured by specific vehicles and equipment as defined in loan agreements. | ||
[5] | Secured by vehicles. |
Note 11 - Long-term Debt - Futu
Note 11 - Long-term Debt - Future Maturities (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
2021 | $ 6,941,738 | |
2022 | 5,597,456 | |
2023 | 5,128,522 | |
2024 | 4,020,194 | |
2025 | 3,698,486 | |
Thereafter | 71,706,550 | |
Total | $ 97,092,946 | $ 21,261,997 |
Note 12 - Leases (Details Textu
Note 12 - Leases (Details Textual) - USD ($) | Feb. 23, 2019 | Mar. 31, 2020 | 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 (Year) | 30 years | ||
Building [Member] | Lease for 275 Fifth Avenue, Manhattan,New York [Member] | |||
Lessee, Operating Lease, Term of Contract (Year) | 15 years | ||
Minimum [Member] | |||
Lessee, Operating Lease, Term of Contract (Year) | 1 year | ||
Maximum [Member] | |||
Lessee, Operating Lease, Term of Contract (Year) | 5 years |
Note 12 - Leases - Components o
Note 12 - Leases - Components of Operating and Finance Leases (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating lease cost | $ 503,057 | $ 164,752 |
Weighted Average Remaining Lease Term, Operating leases (Month) | 3 years | 2 years 210 days |
Weighted Average Discount Rate, Operating leases | 4.10% | 5.10% |
Amortization of right-of-use assets | $ 139,687 | $ 145,879 |
Interest on lease liabilities | 27,903 | 32,327 |
Total finance leases cost | $ 167,590 | $ 178,206 |
Note 12 - Leases - Supplemental
Note 12 - Leases - Supplemental Cash Flow Information Related to Operating and Finance Leases (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating cash flows from finance leases | $ 27,903 | $ 32,327 |
Note 12 - Leases - Balance Shee
Note 12 - Leases - Balance Sheet (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Property and equipment, gross | $ 170,101,631 | $ 66,168,472 |
Less: accumulated depreciation | (30,160,238) | (28,630,325) |
Property and equipment, net | $ 139,941,393 | $ 37,538,147 |
Finance leases, Weighted Average Remaining Lease Term (Year) | 51 years | 54 years |
Finance leases, Weighted Average Discount Rate | 7.52% | 7.51% |
Finance Lease [Member] | ||
Property and equipment, gross | $ 2,793,731 | $ 2,793,731 |
Less: accumulated depreciation | (1,432,817) | (1,293,130) |
Property and equipment, net | $ 1,360,914 | $ 1,500,601 |
Note 12 - Leases - Maturities o
Note 12 - Leases - Maturities of Lease Liabilities (Details) | Mar. 31, 2020USD ($) |
Operating Leases, 2021 | $ 395,354 |
Finance Leases, 2021 | 373,715 |
Operating Leases, 2022 | 288,902 |
Finance Leases, 2022 | 352,151 |
Operating Leases, 2023 | 245,773 |
Finance Leases, 2023 | 334,224 |
Operating Leases, 2024 | 78,784 |
Finance Leases, 2024 | 295,250 |
Operating Leases, 2025 | |
Finance Leases, 2025 | 162,142 |
Operating Leases, Total Lease Payments | 1,008,813 |
Finance Leases, Total Lease Payments | 1,517,482 |
Operating Leases, Less Imputed Interest | (125,261) |
Finance Leases, Less Imputed Interest | (249,599) |
Operating Leases, Total | 883,552 |
Finance Leases, Total | $ 1,267,883 |
Note 13 - Supplemental Cash F_3
Note 13 - Supplemental Cash Flows Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash paid for interest | $ 814,077 | $ 379,969 |
Cash paid for income taxes | 93,315 | |
Issuance of promissory note for the acquisition of B&R Realty Subsidiaries | $ 7,000,000 |
Note 14 - Taxes (Details Textua
Note 14 - Taxes (Details Textual) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% | 21.00% | 35.00% |
Note 14 - Taxes - Income Tax Pr
Note 14 - Taxes - Income Tax Provision (Benefit) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Current income taxes: | ||
Federal | $ 359,600 | $ 392,484 |
State | 89,660 | 139,386 |
Current income taxes | 449,260 | 531,870 |
Deferred income taxes (benefit): | ||
Federal | (723,342) | 103,060 |
State | (208,129) | 12,709 |
Deferred income taxes (benefit) | (931,471) | 115,769 |
Total provision (benefit) for income taxes | $ (482,211) | $ 647,639 |
Note 14 - Taxes - Deferred Tax
Note 14 - Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Allowance for doubtful accounts | $ 405,255 | $ 373,438 |
Inventories | 590,255 | 594,628 |
Federal NOL | 228,637 | 228,637 |
State NOL | 86,383 | 80,514 |
Basis in intangible assets | 52,467 | |
Accrued expenses | 128,082 | 80,100 |
Total deferred tax assets | 1,491,079 | 1,357,317 |
Deferred tax liabilities: | ||
Property and equipment | (3,177,207) | (3,270,536) |
Intangibles assets | (49,623,453) | (50,327,833) |
Total deferred tax liabilities | (52,800,660) | (53,598,369) |
Net deferred tax liabilities | (51,309,581) | (52,241,052) |
Deferred tax assets | 69,236 | 78,993 |
Deferred tax liabilities | (51,378,817) | (52,320,045) |
Net deferred tax liabilities | $ (51,309,581) | $ (52,241,052) |
Note 14 - Taxes - Reconciliatio
Note 14 - Taxes - Reconciliation of Income Tax Rate (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Federal statutory tax rate | 21.00% | 21.00% | 21.00% | 35.00% |
State statutory tax rate | 5.20% | |||
Impact of goodwill impairment loss – permanent difference | (20.80%) | 0.30% | ||
Effective tax rate | 0.20% | 26.50% |
Note 15 - Related Party Trans_3
Note 15 - Related Party Transactions (Details Textual) - USD ($) | Sep. 30, 2019 | Mar. 01, 2019 | Sep. 30, 2018 | Mar. 01, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Accounts Payable, Related Parties, Current | $ 3,738,202 | $ 4,521,356 | ||||||||
Contract with Customer, Liability, Current | 213,354 | 0 | ||||||||
Related Party, Deposit Assets | 591,380 | |||||||||
Property, Plant and Equipment, Net, Ending Balance | 139,941,393 | 37,538,147 | ||||||||
Depreciation, Total | 1,651,505 | $ 707,396 | ||||||||
Revenue from Contract with Customer, Including Assessed Tax | 175,803,336 | 74,801,022 | ||||||||
Related Party Transaction, Purchases from Related Party | 10,492,252 | 8,932,217 | ||||||||
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 (in shares) | 632,746 | |||||||||
Restricted Shares, Held in Escrow (in shares) | 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 | 80,102 | 78,282 | ||||||||
Rental Income, Nonoperating | 11,400 | 11,400 | ||||||||
R&N Holdings [Member] | Facility [Member] | ||||||||||
Rental Income, Nonoperating | 10,500 | 10,500 | ||||||||
HG Realty [Member] | Building [Member] | ||||||||||
Property, Plant and Equipment, Net, Ending Balance | 3,223,745 | 3,223,745 | ||||||||
Depreciation, Total | 537,291 | 516,626 | ||||||||
Rental Income, Nonoperating | 120,000 | 120,000 | ||||||||
B&R Global [Member] | Building [Member] | ||||||||||
Rental Income, Nonoperating | 187,750 | |||||||||
Kirnland [Member] | Building [Member] | ||||||||||
Rental Income, Nonoperating | 30,000 | 30,000 | ||||||||
Related Parties [Member] | ||||||||||
Revenue from Contract with Customer, Including Assessed Tax | 5,163,322 | $ 4,497,111 | ||||||||
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 (Month) | 1 year | |||||||||
Promissory Note Agreement [Member] | NSG International Inc [Member] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | ||||||||
Debt Instrument, Term (Month) | 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 (Month) | 5 years | |||||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | $ 284,453 | |||||||||
Deposits for Warehouse Rentals [Member] | ||||||||||
Related Party, Deposit Assets | $ 0 | $ 591,380 | ||||||||
Mortgage-Secured Term Loans [Member] | B&R Group Realty [Member] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | |||||||||
Due from Related Parties, Total | $ 7,000,000 | |||||||||
Interest Payable | $ 87,500 | |||||||||
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% | |||||||||
N&F [Member] | Mr Zhou Min Ni [Member] | ||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 25.00% | |||||||||
ABC Trading, LLC [Member] | Mr. Peter Zhang [Member] | ||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 10.38% | |||||||||
UGO USA Inc [Member] | Mr Zhou Min Ni [Member] | ||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 30.00% | |||||||||
Best Food Services, 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% |
Note 15 - Related Party Trans_4
Note 15 - Related Party Transactions - Summary of Accounts Receivable With Related Parties (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | |
Accounts receivable | $ 5,987,632 | $ 4,202,870 | |
Allstate Trading Company Inc [Member] | |||
Accounts receivable | [1] | 19,382 | 11,322 |
Enson Seafood GA Inc [Member] | |||
Accounts receivable | [2] | 439,108 | 348,833 |
Eagle Food Service LLC [Member] | |||
Accounts receivable | [3] | 1,494,220 | 979,591 |
Fortune One Foods Inc [Member] | |||
Accounts receivable | [4] | 166,379 | 53,862 |
Eastern Fresh LLC [Member] | |||
Accounts receivable | [5] | 1,948,403 | 1,511,075 |
Enson Trading LLC [Member] | |||
Accounts receivable | [6] | 346,497 | 341,200 |
Hengfeng Food Service Inc [Member] | |||
Accounts receivable | [7] | 849,022 | 477,541 |
N&F [Member] | |||
Accounts receivable | [6] | 119,241 | |
ABC Trading, LLC [Member] | |||
Accounts receivable | [8] | 448,917 | 238,513 |
UGO USA Inc [Member] | |||
Accounts receivable | [5] | 71,587 | |
Best Food Services, LLC [Member] | |||
Accounts receivable | [9] | 72,761 | |
Other Related Parties [Member] | |||
Accounts receivable | $ 131,356 | $ 121,692 | |
[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. Peter Zhang, Co-Chief Executive Officer and Chief Financial Officer of the Company, owns 10.38% equity interest in this entity. | ||
[9] | Mr. Peter Zhang owns 10.38% equity interest in this entity |
Note 15 - Related Party Trans_5
Note 15 - Related Party Transactions - Summary of Advances to Related Party Suppliers (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | |
Advances to suppliers | $ 864,816 | $ 745,135 | |
Ocean Pacific Seafood Group [Member] | |||
Advances to suppliers | [1] | 181,775 | 223,303 |
Revolution Industry LLC [Member] | |||
Advances to suppliers | [2] | $ 683,041 | $ 521,832 |
[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. |
Note 16 - Segment Reporting (De
Note 16 - Segment Reporting (Details Textual) | 3 Months Ended |
Mar. 31, 2020 | |
Number of Operating Segments | 2 |
Note 16 - Segment Reporting - N
Note 16 - Segment Reporting - Net Sales by Segment (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Net revenue | $ 175,803,336 | $ 74,801,022 |
HF Foods [Member] | ||
Net revenue | 62,905,580 | 74,801,022 |
B&R Global [Member] | ||
Net revenue | $ 112,897,756 |
Note 16 - Segment Reporting - R
Note 16 - Segment Reporting - Revenue by Business Operation (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue | $ 175,803,336 | $ 74,801,022 |
Cost of revenue | 146,828,291 | 62,094,166 |
Gross profit | 28,975,045 | 12,706,856 |
Depreciation and amortization | 4,526,277 | 872,148 |
Total capital expenditures | 160,252 | 1,344,555 |
HF Foods [Member] | ||
Revenue | 62,905,580 | 74,801,022 |
Cost of revenue | 51,350,288 | 62,094,166 |
Gross profit | 11,555,292 | 12,706,856 |
Depreciation and amortization | 755,642 | 872,148 |
Total capital expenditures | 21,459 | 1,344,555 |
B&R Global [Member] | ||
Revenue | 112,897,756 | |
Cost of revenue | 95,478,003 | |
Gross profit | 17,419,753 | |
Depreciation and amortization | 3,770,635 | |
Total capital expenditures | $ 138,793 |
Note 16 - Segment Reporting - A
Note 16 - Segment Reporting - Assets by Segment (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Total assets | $ 521,412,406 | $ 802,843,794 |
HF Foods [Member] | ||
Total assets | 69,878,489 | 80,514,529 |
B&R Global [Member] | ||
Total assets | $ 451,533,917 | $ 722,329,265 |