0001680873-23-000011 | 10-K | XBRL Viewer

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Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2022	Mar. 27, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-38180
Entity Registrant Name	HF Foods Group Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	81-2717873
Entity Address, Address Line One	6325 South Rainbow Boulevard
Entity Address, Address Line Two	Suite 420
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89118
City Area Code	888
Local Phone Number	905-0988
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	HFFG
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 266.9
Entity Common Stock, Shares Outstanding		53,827,531
Documents Incorporated by Reference	DOCUMENTS INCORPORATED BY REFERENCE: Portions of the registrant’s Proxy Statement for the 2023 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. The registrant’s Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2022.
Entity Central Index Key	0001680873
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022
Auditor Information [Abstract]
Auditor Name	BDO USA, LLP
Auditor Location	Troy, Michigan
Auditor Firm ID	243

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
CURRENT ASSETS:
Cash	$ 24,289	$ 14,792
Accounts receivable, net	44,186	36,281
Accounts receivable - related parties	213	249
Inventories	120,291	102,690
Prepaid expenses and other current assets	8,937	5,559
TOTAL CURRENT ASSETS	197,916	159,571
Property and equipment, net	140,330	145,908
Operating lease right-of-use assets	14,164	11,664
Long-term investments	2,679	2,462
Customer relationships, net	157,748	159,161
Trademarks and other intangibles, net	36,343	35,891
Goodwill	85,118	80,257
Other long-term assets	3,231	2,032
TOTAL ASSETS	637,529	596,946
CURRENT LIABILITIES:
Checks issued not presented for payment	21,946	17,834
Line of credit	53,056	55,293
Accounts payable	55,515	57,745
Accounts payable - related parties	1,529	1,941
Current portion of long-term debt, net	6,266	5,557
Current portion of obligations under finance leases	2,254	2,274
Current portion of obligations under operating leases	3,676	2,482
Accrued expenses and other liabilities	19,648	12,138
TOTAL CURRENT LIABILITIES	163,890	155,264
Long-term debt, net of current portion	115,443	81,811
Promissory note payable - related party		4,500
Obligations under finance leases, non-current	11,441	11,676
Obligations under operating leases, non-current	10,591	9,251
Deferred tax liabilities	34,443	39,455
Lease guarantee liability, net of current portion	5,472	0
TOTAL LIABILITIES	341,280	301,957
COMMITMENTS AND CONTINGENCIES (NOTE 17)
SHAREHOLDERS’ EQUITY:
Preferred Stock, $0.0001 par value, 1,000,000 shares authorized, no shares issued and outstanding as of December 31, 2022 and 2021	0	0
Common Stock, $0.0001 par value, 100,000,000 shares authorized, 53,813,777 shares issued and outstanding as of December 31, 2022 and 53,706,392 shares issued and outstanding as of December 31, 2021	5	5
Additional paid-in capital	598,322	597,227
Accumulated deficit	(306,514)	(306,284)
TOTAL SHAREHOLDERS’ EQUITY ATTRIBUTABLE TO HF FOODS GROUP INC.	291,813	290,948
Noncontrolling interests	4,436	4,041
TOTAL SHAREHOLDERS’ EQUITY	296,249	294,989
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$ 637,529	$ 596,946

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
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, authorized (in shares)	100,000,000	100,000,000
Common stock, issued (in shares)	53,813,777	53,706,392
Common stock, outstanding (in shares)	53,813,777	53,706,392

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
TOTAL NET REVENUE	$ 1,170,467	$ 796,884	$ 566,832
TOTAL COST OF REVENUE	964,955	645,372	466,085
GROSS PROFIT	205,512	151,512	100,747
Distribution, selling and administrative expenses	194,953	122,030	106,355
Goodwill impairment loss	0	0	338,191
INCOME (LOSS) FROM OPERATIONS	10,559	29,482	(343,799)
Other expenses (income):
Interest expense	7,457	4,091	4,321
Other income	(1,829)	(508)	(1,096)
Change in fair value of interest rate swap contracts	(817)	(1,425)	920
Lease guarantee expense	5,744	0	0
Total Other expenses, net	10,555	2,158	4,145
INCOME (LOSS) BEFORE INCOME TAX PROVISION	4	27,324	(347,944)
Income tax (benefit) provision	(231)	4,503	(4,725)
NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)	235	22,821	(343,219)
Less: net (loss) income attributable to noncontrolling interests	(225)	676	293
NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO HF FOODS GROUP INC.	$ 460	$ 22,145	$ (343,512)
EARNINGS (LOSS) PER COMMON SHARE - BASIC (in USD per share)	$ 0.01	$ 0.43	$ (6.59)
EARNINGS (LOSS) PER COMMON SHARE - DILUTED (in USD per share)	$ 0.01	$ 0.43	$ (6.59)
WEIGHTED AVERAGE SHARES - BASIC (in shares)	53,757,162	51,918,323	52,095,585
WEIGHTED AVERAGE SHARES - DILUTED (in shares)	53,863,448	52,091,822	52,095,585
Third Party
TOTAL NET REVENUE	$ 1,163,525	$ 787,829	$ 553,524
TOTAL COST OF REVENUE	958,775	636,253	453,346
Related Party(1)
TOTAL NET REVENUE	6,942	9,055	13,308
TOTAL COST OF REVENUE	$ 6,180	$ 9,119	$ 12,739

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net income (loss)	$ 235	$ 22,821	$ (343,219)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization expense	24,936	19,126	18,923
Goodwill impairment loss	0	0	338,191
Gain from disposal of property and equipment	(1,327)	(1,636)	(140)
Provision for credit losses	82	(433)	1,564
Deferred tax benefit	(5,012)	(6,870)	(5,916)
Change in fair value of interest rate swap contracts	817	(1,425)	920
Stock-based compensation	1,257	635	0
Non-cash lease expense	4,442	861	533
Lease guarantee expense	5,744	0	0
Other non-cash expense (income)	156	(85)	(81)
Changes in operating assets and liabilities (excluding effects of acquisitions):
Accounts receivable	(8,577)	(10,999)	23,517
Accounts receivable - related parties	36	1,020	2,964
Inventories	(3,755)	(19,426)	18,997
Advances to suppliers - related parties	0	197	548
Prepaid expenses and other current assets	(4,008)	(944)	(204)
Other long-term assets	(1,199)	(1,337)	(298)
Accounts payable	15,207	12,978	(11,882)
Accounts payable - related parties	(412)	(365)	(2,215)
Operating lease liabilities	(4,408)	(724)	(503)
Accrued expenses and other liabilities	7,070	4,115	3,994
Net cash provided by operating activities	31,284	17,509	45,693
Cash flows from investing activities:
Purchase of property and equipment	(6,287)	(2,205)	(664)
Proceeds from sale of property and equipment	7,794	3,246	257
Payment made for acquisition of B&R Realty	0	0	(94,004)
Payment made for acquisition of Sealand	(34,848)	0	0
Payment made for acquisition of Great Wall Group	(17,445)	(37,841)	0
Payment made for acquisition of noncontrolling interests	0	(5,000)	0
Settlement of interest rate swap contracts	0	718	0
Net cash used in investing activities	(50,786)	(41,082)	(94,411)
Cash flows from financing activities:
Checks issued not presented for payment	4,112	2,994	(113)
Proceeds from line of credit	1,200,996	857,304	553,192
Repayment of line of credit	(1,203,112)	(820,422)	(576,313)
Proceeds from long-term debt	45,956	0	75,600
Repayment of long-term debt	(11,336)	(6,599)	(6,590)
Payment of debt financing costs	(544)	0
Repayment of obligations under finance leases	(2,626)	(2,135)	(1,840)
Repayment of promissory note payable - related party	(4,500)	(2,500)	0
Proceeds from noncontrolling interests shareholders	240	480	0
Cash distribution to shareholders	(187)	(338)	(175)
Net cash provided by financing activities	28,999	28,784	43,761
Net increase (decrease) in cash	9,497	5,211	(4,957)
Cash at beginning of the year	14,792	9,581	14,538
Cash at end of the year	24,289	14,792	9,581
Supplemental disclosure of cash flow data:
Cash paid for interest	6,230	3,177	4,123
Cash paid for income taxes	8,655	9,527	804
Supplemental disclosure of non-cash investing and financing activities:
Right-of-use assets obtained in exchange for operating lease liabilities	6,815	10,983	339
Property acquired via a finance lease	1,272	8,947	1,375
Notes payable related to property and equipment purchases	0	257	2,528
Intangible asset acquired in exchange for noncontrolling interests	566	0	0
Stock issued during period, acquisitions		12,869
Issuance of promissory note for the acquisition of B&R Realty Subsidiaries	0	0	7,000
Great Wall Asset Purchase Agreement
Supplemental disclosure of non-cash investing and financing activities:
Stock issued during period, acquisitions	0	14,541	0
Deferred consideration from Great Wall Acquisition		17,400
B&R Realty, LLC
Supplemental disclosure of non-cash investing and financing activities:
Deferred consideration from Great Wall Acquisition	$ 0	$ 17,330	$ 0

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($)	Total	Cumulative Effect, Period of Adoption, Adjustment	Cumulative Effect, Period of Adoption, Adjusted Balance	Total Shareholders’ Equity Attributable to HF Foods Group Inc.	Total Shareholders’ Equity Attributable to HF Foods Group Inc. Cumulative Effect, Period of Adoption, Adjustment	Total Shareholders’ Equity Attributable to HF Foods Group Inc. Cumulative Effect, Period of Adoption, Adjusted Balance	Common Stock	Common Stock Cumulative Effect, Period of Adoption, Adjusted Balance	Treasury Stock	Treasury Stock Cumulative Effect, Period of Adoption, Adjusted Balance	Additional Paid-in Capital	Additional Paid-in Capital Cumulative Effect, Period of Adoption, Adjusted Balance	Retained Earnings (Accumulated Deficit)	Retained Earnings (Accumulated Deficit) Cumulative Effect, Period of Adoption, Adjustment	Retained Earnings (Accumulated Deficit) Cumulative Effect, Period of Adoption, Adjusted Balance	Noncontrolling Interests	Noncontrolling Interests Cumulative Effect, Period of Adoption, Adjusted Balance
Beginning balance (in shares) at Dec. 31, 2019							53,050,211
Treasury stock beginning balance (in shares) at Dec. 31, 2019									905,115
Beginning balance at Dec. 31, 2019	$ 606,916,000			$ 602,667,000			$ 5,000		$ (12,038,000)		$ 599,617,000		$ 15,083,000			$ 4,249,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	(343,219,000)			(343,512,000)									(343,512,000)			293,000
Escrow shares transferred to and recorded as treasury stock by the Company (in shares)									(231,685)
Retirement of treasury stock (in shares)							1,136,800		1,136,800
Retirement of treasury stock	0			0					$ 12,038,000		(12,038,000)
Distribution to shareholders	(175,000)															(175,000)
Ending balance (in shares) at Dec. 31, 2020							51,913,411
Treasury stock ending balance (in shares) at Dec. 31, 2020									0
Ending balance at Dec. 31, 2020	263,522,000			259,155,000			$ 5,000		$ 0		587,579,000		(328,429,000)			4,367,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	22,821,000			22,145,000									22,145,000			676,000
Acquisition of noncontrolling interest	(5,000,000)			(3,856,000)							(3,856,000)					(1,144,000)
Acquisition of Great Wall Group by issuance of common stock (in shares)							1,792,981
Acquisition of Great Wall Group by issuance of common stock	12,869,000			12,869,000							12,869,000
Capital contribution by shareholders	480,000															480,000
Distribution to shareholders	(338,000)															(338,000)
Stock-based compensation	635,000			635,000							635,000					0
Ending balance (in shares) at Dec. 31, 2021							53,706,392	53,706,392
Treasury stock ending balance (in shares) at Dec. 31, 2021									0	0
Ending balance at Dec. 31, 2021	$ 294,989,000	$ (690,000)	$ 294,299,000	290,948,000	$ (690,000)	$ 290,258,000	$ 5,000	$ 5,000	$ 0	$ 0	597,227,000	$ 597,227,000	(306,284,000)	$ (690,000)	$ (306,974,000)	4,041,000	$ 4,041,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accounting Standards Update [Extensible Enumeration]	Accounting Standards Update 2016-13 [Member]
Net (loss) income	$ 235,000			460,000									460,000			(225,000)
Acquisition of noncontrolling interest											(3,900,000)					(1,100,000)
Capital contribution by shareholders	806,000															806,000
Issuance of common stock pursuant to equity compensation plan (in shares)							139,239
Shares withheld for tax withholdings on vested awards (in shares)							(31,854)
Shares withheld for tax withholdings on vested awards	(162,000)			(162,000)							(162,000)
Distribution to shareholders	(186,000)															(186,000)
Stock-based compensation	1,257,000			1,257,000							1,257,000					0
Ending balance (in shares) at Dec. 31, 2022							53,813,777
Treasury stock ending balance (in shares) at Dec. 31, 2022									0
Ending balance at Dec. 31, 2022	$ 296,249,000			$ 291,813,000			$ 5,000		$ 0		$ 598,322,000		$ (306,514,000)			$ 4,436,000

Description of Business

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business

Note 1 - Description of Business

Organization and General

HF Foods Group Inc. and subsidiaries (collectively “HF Group”, or the “Company”) is an Asian foodservice distributor that markets and distributes fresh produce, seafood, frozen and dry food, and non-food products to primarily Asian restaurants and other foodservice customers throughout the United States. The Company's business consists of one operating segment, which is also its one reportable segment: HF Group, which operates solely in the United States. The Company's customer base consists primarily of Chinese and Asian restaurants, and it provides sales and service support to customers who mainly converse in Mandarin or Chinese dialects.

Corporate History

HF Group Holding Corporation ("HF Holding") was incorporated as a holding company to acquire and consolidate the various pre-merger operating entities. On January 1, 2018, HF Holding entered into a Share Exchange Agreement with the controlling shareholders in exchange for all of HF Holding’s outstanding shares.

On August 22, 2018, Atlantic Acquisition Corp. ("Atlantic") consummated a reverse acquisition transaction resulting in HF Holding becoming the surviving entity and a wholly owned subsidiary of Atlantic (the “Atlantic Acquisition”). The shareholders of HF Holding became the majority shareholders of Atlantic, and the Company changed its name to HF Foods Group Inc. (collectively, these transactions are referred to as the “Atlantic Transactions”).

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 (“GAAP”). For accounting purposes, HF Holding was considered to be acquiring Atlantic in this transaction, as such, 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 balance sheet and results of operations of HF Holding as of the completion of the Atlantic Transactions.

On November 4, 2019, HF Group consummated a merger transaction resulting in B&R Global Holdings, Inc. ("B&R Global") becoming a wholly-owned subsidiary of the Company (the "Business Combination"). At closing, the Company issued 30,700,000 shares of Common Stock of the Company to the shareholders of B&R Global in exchange for the 100% equity interest of B&R Global.

On January 17, 2020, the Company acquired 100% equity membership interest in nine subsidiaries under B&R Group Realty Holding, LLC ("BRGR"), which owned ten warehouses that were being leased by the Company for its operations in California, Arizona, Utah, Colorado, Washington, and Montana for purchase consideration of $101.3 million.

On December 30, 2021, the Company completed the acquisition of Great Wall Seafood Supply, Inc., Great Wall Restaurant Supplier, Inc., and First Mart Inc. (collectively the “Great Wall Group”), and substantially all of the operating assets of the Great Wall Group’s seafood and restaurant products sales, marketing, and distribution businesses (the “Great Wall Acquisition”). The acquisition was completed as part of the Company’s strategy to develop a national footprint through expansion into the Midwest, Southwest and Southern regions of the United States.

On April 29, 2022, the Company completed the acquisition of substantially all of the operating assets of Sealand Food, Inc. ("Sealand") including equipment, machinery and vehicles. The acquisition was completed to expand the Company's territory along the East Coast, from Massachusetts to Florida, as well as Pennsylvania, West Virginia, Ohio, Kentucky, and Tennessee.

See Note 8 - Acquisitions for additional information on recent acquisitions.

Restatement of Previously Issued Consolidated Financial Statements

As previously disclosed in Note 1 of the Company’s financial statements for the year ended December 31, 2021, the Company identified certain errors impacting the financial statements, including disclosures, which the company analyzed using Staff

Accounting Bulletin (“SAB”) No. 99, “Materiality” and SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” and determined the errors were material. Accordingly, the Company restated the consolidated financial statements as of December 31, 2020 and for the years ended December 31, 2020 and 2019, and the related interim financial statements periods within the years ended December 31, 2021, 2020, and 2019 in accordance with Accounting Standards Codification (“ASC”) Topic 250, Accounting Changes and Error Corrections. For the year ended December 31, 2020 the errors related to the identification of and accounting for operating and finance leases, the incorrect identification and disclosure of certain related party relationships including the identification of VIEs, the timing of revenue recognition for rental income received from a related party, the accounting for the self-insurance liability for automobile insurance, classification errors in the financial statements, and an error in the calculation of earnings per share. In addition, certain errors were identified during an independent investigation by a Special Investigation Committee commissioned by the Company’s Board of Directors (see Note 17) such as unrecorded executive compensation to a certain executive and immediate family members, and related party disclosures. For the year ended December 31, 2020 the nature of these error corrections is as follows:

a.Certain operating and finance leases were not properly identified and accounted for upon the adoption of ASC Topic 842 (“ASC 842”), Leases and adjustments have been made to correct these errors.

b.Four entities previously disclosed as related parties were determined not to be related parties. The four related party entities that were reclassified in the financial statements from related party to third party for were EMC Rowland, LLC; The Big Catch Alhambra, LLC; Winfar Foods, Inc; and Wokcano Carlsbad Partner LLP.

c.The Company identified an error related to the timing of revenue recognition for rental income received from UGO (a related party). Rental income received from UGO, which was previously recognized in error, was recognized in the appropriate accounting period as part of the error corrections. Please refer to Note 14 - Related Party Transactions for additional information on the lease arrangement with UGO.

d.The Company determined that certain payments made by the Company in prior years to related parties should have been accounted for in the Company's consolidated financial statements as executive compensation. The Company made payments for inventory to Revolution Industry, which were diverted to Revolution Automotive to make car lease payments for the benefit of Mr. Ni and his family. The Company also made payments to UGO for marketing services, which services were determined as part of the independent investigation to have not been received commensurate to the amounts paid. Please refer to Note 14 - Related Party Transactions for further details on Revolution Automotive, Revolution Industry and UGO. The Company has recorded an uncertain tax position liability associated with the reclassification of certain amounts as executive compensation as discussed further in j. below.

e.The Company had not previously recorded a liability (including incurred but not reported "IBNR") related to the self-insured portion of its automobile insurance policy.

f.The 2020 goodwill impairment loss, which was previously misclassified as other income (expense) in the consolidated statements of operations and comprehensive income (loss), was revised to be included in income (loss) from operations.

g.The gain/loss on sale of fixed assets, which was previously misclassified in other income (expense), net was revised to be included in distribution, selling and administrative expenses.

h.As part of the error corrections being made, the resultant earnings per share was corrected.

i.As a result of the executive compensation described in d. above, the Company recorded an uncertain tax position liability to account for potential implications to previously filed tax returns.

j.In the Company’s December 31, 2020 financial statements, the Company did not disclose NC Good Taste Noodle, Inc. as a related party since Mr. Zhou Min Ni reported that he sold his ownership effective January 1, 2020. However, the Company’s former Chief Financial Officer, Mr. Jian Ming Ni, continues to own a portion of NC Good Taste Noodle, Inc. and as a result, the Company has concluded that NC Good Taste Noodle, Inc. still meets the definition of a related party. See Note 14 - Related Party Transactions for additional information

The corresponding footnotes have been restated for the adjustments noted above.

The following table summarizes the effect of the restatements on each affected financial statement line item for the year ended December 31, 2020, impacting the consolidated statements of operations and comprehensive income (loss). The footnotes correspond to the error descriptions above:


	Consolidated Statement of Operations and Comprehensive Income (Loss)
(In thousands, except per share data)	As Previously Reported		Adjustments			As Restated
Year Ended December 31, 2020
Net revenue - third parties	$	553,409	$	115	(b)	$	553,524
Net revenue - related parties	13,423		(115)		(b)	13,308
Cost of revenue - third parties	453,706		94		(b)
			(454)		(d)	453,346
Cost of revenue - related parties	12,833		(94)		(b)	12,739
TOTAL COST OF REVENUE	466,539		(454)			466,085
GROSS PROFIT	100,293		454			100,747
Distribution, selling and administrative expenses	106,126		(476)		(a)
			454		(d)
			391		(e)
			(140)		(g)	106,355
Goodwill impairment loss	—		338,191		(f)	338,191
INCOME (LOSS) FROM OPERATIONS	(5,833)		(337,966)			(343,799)
Interest expense	(3,922)		(399)		(a)	(4,321)
Goodwill impairment loss	(338,191)		338,191		(f)	—
Other income	1,355		(119)		(c)
			(140)		(g)	1,096
Total other income (expense), net	(341,678)		337,533			(4,145)
INCOME (LOSS) BEFORE INCOME TAX	(347,512)		(432)			(347,944)
Income tax provision (benefit)	(4,831)		106		(i)	(4,725)
NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS)	(342,681)		(538)			(343,219)
NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO HF FOODS GROUP INC.	(342,974)		(538)			(343,512)
EARNINGS (LOSS) PER COMMON SHARE - BASIC	(6.58)		(0.01)		(h)	(6.59)
EARNINGS (LOSS) PER COMMON SHARE - DILUTED	(6.58)		(0.01)		(h)	(6.59)

The following table summarizes the effect of the restatements on each category of cash flow for the year ended December 31, 2020, impacting the consolidated statements of cash flows:


	Consolidated Statement of Cash Flows
(In thousands)	As Previously Reported		Adjustment			As Restated
Year Ended December 31, 2020
Net cash provided by operating activities	$	44,131	$	1,562	(a)	$	45,693
Net cash used in investing activities	(94,411)		—			(94,411)
Net cash provided by financing activities	45,323		(1,562)		(a)	43,761

The effect of the restatements on the consolidated statements of changes in shareholders’ equity for the year ended December 31, 2020 is as follows:


	Common Stock			Treasury Stock			Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Total Shareholders’ Equity Attributable to HF Foods Group Inc.		Non-controlling Interests		Total Shareholders’ Equity
(In thousands, except share data)	Shares	Amount		Shares	Amount
As Previously Reported
Balance at 12/31/2019	53,050,211	$	5	(905,115)	$	(12,038)	$	599,617	$	15,824	$	603,408	$	4,249	607,657
Net (loss) income	—	—		—	—		—		(342,974)		(342,974)		293		(342,681)
Escrow shares transferred to and recorded as treasury stock	—	—		(231,685)	—		—		—		—		—		—
Retirement of treasury stock	(1,136,800)	—		1,136,800	12,038		(12,038)		—		—		—		—
Distribution to shareholders	—	—		—	—		—		—		—		(175)		(175)
Balance at 12/31/2020	51,913,411	$	5	—	$	—	$	587,579	$	(327,150)	$	260,434	$	4,367	$	264,801

Restatement Impacts
Balance at 12/31/2019	—	—		—	—		—		(741)		(741)		—		(741)
Net (loss) income	—	—		—	—		—		(538)		(538)		—		(538)
Escrow shares transferred to and recorded as treasury stock	—	—		—	—		—		—		—		—		—
Retirement of treasury stock	—	—		—	—		—		—		—		—		—
Distribution to shareholders	—	—		—	—		—		—		—		—		—
Balance at 12/31/2020	—	$	—	—	$	—	$	—	$	(1,279)	$	(1,279)	$	—	$	(1,279)

As Restated
Balance at 12/31/2019 (As Restated)	53,050,211	$	5	(905,115)	$	(12,038)	$	599,617	15,083		602,667		$	4,249	606,916
Net (loss) income (as restated)	—	—		—	—		—		(343,512)		(343,512)		293		(343,219)
Escrow shares transferred to and recorded as treasury stock	—	—		(231,685)	—		—		—		—		—		—
Retirement of treasury stock	(1,136,800)	—		1,136,800	12,038		(12,038)		—		—		—		—
Distribution to shareholders	—	—		—	—		—		—		—		(175)		(175)
Balance at 12/31/2020 (As Restated)	51,913,411	$	5	—	$	—	$	587,579	$	(328,429)	$	259,155	$	4,367	$	263,522

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with GAAP. The consolidated financial statements include the financial statements of HF Group, its subsidiaries and FUSO Trucking LLC ("FUSO") and the Staffing Agencies (through December 31, 2021), which the Company has determined to be VIEs that requires consolidation. All inter-company balances and transactions have been eliminated upon consolidation.

Variable Interest Entities

GAAP provides guidance on the identification of VIEs 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 the investee is a VIE and, if so, whether the Company is the primary beneficiary of such VIE. In determining whether the Company is the primary beneficiary, the Company considers if the Company (1) has power to direct the activities that most significantly affect the economic performance of the VIE, and (2) has the obligation to absorb losses or the right to receive the economic benefits of the VIE that could be potentially significant to the VIE. If deemed the primary beneficiary, the Company consolidates the VIE. See Note 3 - Variable Interest Entities for additional information.

Noncontrolling Interests

GAAP requires that noncontrolling interests in subsidiaries and affiliates be reported in the equity section of the Company’s consolidated balance sheets. In addition, the amounts attributable to the net income (loss) of those noncontrolling interests are reported separately in the consolidated statements of operations and comprehensive income (loss).

On May 28, 2021, the Company purchased the remaining 33.33% noncontrolling equity interests in Kirnland Food Distribution, Inc. ("Kirnland") for $5.0 million, making Kirnland a wholly-owned subsidiary. In accordance with ASC 810, changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary shall be accounted for as equity transactions. No gain or loss was recognized. As a result of this transaction, noncontrolling interests and additional paid-in capital were reduced by $1.1 million and $3.9 million, respectively.

As of December 31, 2022 and 2021, noncontrolling interest equity consisted of the following:


($ in thousands)	Ownership of noncontrolling interests at December 31, 2022		December 31, 2022		December 31, 2021

HF Foods Industrial, LLC ("HFFI")	45.00	%	$	204	$	462
Min Food, Inc.	39.75	%	1,704		1,363
Monterey Food Service, LLC	35.00	%	452		453
Ocean West Food Services, LLC	32.50	%	1,986		1,763
Syncglobal Inc.	43.00	%	90		—
Total			$	4,436	$	4,041

Uses of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during each reporting period. Actual results could differ from those estimates. Significant accounting estimates reflected in the Company’s consolidated financial statements include, but are not limited to, allowance for expected credit losses, inventory reserves, useful lives of property and equipment, lease assumptions, impairment of long-lived assets, impairment of long-term investments, impairment of goodwill, the purchase price allocation and fair value of assets and liabilities acquired with respect to business combinations, realization of deferred tax assets, uncertain income tax positions, the liability for self-insurance and stock-based compensation.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or shorter as cash equivalents. As of December 31, 2022 and 2021, the Company had no cash equivalents. Accounts at banks with an aggregate excess of the amount of outstanding checks over the cash balances are included in checks issued not presented for payment in current liabilities in the consolidated balance sheets.

Accounts Receivable, net

Accounts receivable represent amounts due from customers in the ordinary course of business and are recorded at the invoiced amount and do not bear interest. Receivables are presented net of the allowance for expected credit losses in the accompanying consolidated balance sheets. The Company evaluates the collectability of its accounts receivable and determines the appropriate allowance for expected credit losses based on a combination of factors. The Company maintains an allowance for expected credit losses based on historic collection trends, write-offs and the aging of receivables. The Company uses specific criteria to determine uncollectible receivables to be written off, including, bankruptcy filings, the referral of customer accounts to outside parties for collection, and the length that accounts remain past due. As of December 31, 2022 and 2021, allowances for expected credit losses were $1.4 million and $0.8 million, respectively.

Inventories

The Company’s inventories, consisting mainly of food and other foodservice-related products, are considered 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 consideration received from vendors, primarily in the form of rebates. The Company adjusted its inventory balance for slow-moving, excess and obsolete inventories to 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-in, first-out (FIFO) method.

Property and Equipment, net

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
Automobiles						3 to 7 years
Buildings and improvements						7 to 39 years
Furniture and fixtures						4 to 10 years
Machinery and equipment						3 to 10 years

Repair and maintenance costs are charged to expense as incurred, whereas the cost of renewals and betterment that extends the useful lives of property and equipment are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the cost and accumulated depreciation from the asset and accumulated depreciation accounts with any resulting gain or loss reflected in the consolidated statements of operations and comprehensive income (loss) in distribution, selling and administrative expenses.

Business Combinations

The Company accounts for its business combinations using the purchase method of accounting in accordance with ASC Topic 805 (“ASC 805”), Business Combinations. The purchase method of accounting requires that the consideration transferred be allocated to the assets, including separately identifiable assets and liabilities the Company acquired, based on their estimated fair values. The consideration transferred in an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued as well as the contingent considerations and all contractual contingencies as of the acquisition date. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any noncontrolling interests. The excess of (i) the total of cost of acquisition, fair value of the noncontrolling interests and acquisition date fair value of any previously held equity interest in the acquiree over, (ii) the fair value of the identifiable net assets of the acquiree, is recorded as

goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in earnings.

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 limited to future expected revenues and cash flows, useful lives, discount rates, and selection of comparable companies. Although the Company believes the assumptions and estimates it has made in the past have been reasonable and appropriate, they are based in part on historical experience and information obtained from management of the acquired companies and are inherently uncertain. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. On the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations and comprehensive income (loss).

Transaction costs associated with business combinations are expensed as incurred, and are included in distribution, selling and administrative expenses in the Company’s consolidated statements of operations and comprehensive income (loss). 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

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, as of December 31, or whenever events or changes in circumstances indicate that goodwill might be impaired.

The Company's policy is to test goodwill for impairment annually in the fourth quarter, or more frequently if certain triggering events or circumstances indicate it could be impaired. Potential impairment indicators include (but are not limited to) macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, other relevant entity-specific events, specific events affecting the reporting unit, or sustained decrease in share price. This guidance provides the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If, based on a review of qualitative factors, it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company performs a quantitative analysis. If the quantitative analysis indicates the carrying value of a reporting unit exceeds its fair value, the Company measures any goodwill impairment losses as the amount by which the carrying amount of a reporting unit exceeds its fair value, not to exceed the total amount of goodwill allocated to that reporting unit. As of December 31, 2022 and 2021, the Company has one reporting unit. See Note 9 - Goodwill and Acquired Intangible Assets for additional information.

Determining the fair value of a reporting unit requires the application of judgment and involves the use of significant estimates and assumptions including, projections of future cash flows, which include forecasted revenue, discount rate, and other factors which can be affected by changes in business climate, economic conditions, the competitive environment and other factors. The Company also considers the use of market approaches, such as the comparable public company analysis and comparable acquisitions analysis, to estimate the fair value of the reporting unit. The Company bases these fair value estimates on assumptions management believes to be reasonable but which are unpredictable and inherently uncertain. A change in underlying assumptions would cause a change in the results of the tests and, as such, could cause fair value to be less than the carrying amounts and result in an impairment of goodwill in the future. Additionally, if actual results are not consistent with the estimates and assumptions or if there are significant changes to the Company’s planned strategy, it may cause the fair value of the reporting unit to be less than its carrying amount and result in additional impairments of goodwill in the future. The Company corroborates the reasonableness of the total fair value of the reporting unit by assessing the implied control premium based on the Company’s market capitalization. The Company’s market capitalization is calculated using the relevant shares outstanding and stock price of the Company’s publicly traded shares. In the event of a goodwill impairment, the Company would be required to record an impairment, which would impact earnings and reduce the carrying amounts of goodwill on the consolidated balance sheet.

Intangible Assets, net

Intangible assets are 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
Non-competition agreement						3 years
Tradenames						10 years
Customer relationships						10 to 20 years

Long-term Investments

The Company’s investments in unconsolidated entities consist of an equity investment and an investment without readily determinable fair value.

The Company follows ASC Topic 321 (“ASC 321”), Investments – Equity Securities, using the measurement alternative to measure investments in investees that do not have readily determinable fair value and over which the Company does not have significant influence at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer, if any. The Company makes a qualitative assessment of whether the investment is impaired at each reporting date. If a qualitative assessment indicates that the investment is impaired, the Company has to estimate the investment’s fair value in accordance with the principles of ASC Topic 820 (“ASC 820”), Fair Value Measurements and Disclosures. If the fair value is less than the investment’s carrying value, the entity has to recognize an impairment loss in earnings equal to the difference between the carrying value and fair value.

Investments in entities in which the Company can exercise significant influence but does not own a majority equity interest or control are accounted for using the equity method of accounting in accordance with ASC Topic 323 (“ASC 323”), Investments-Equity Method and Joint Ventures. Under the equity method, the Company initially records its investment at cost, which is included in the equity method investment on the consolidated balance sheets. The Company subsequently adjusts the carrying amount of the investment to recognize the Company’s proportionate share of each equity investee’s net income or loss into earnings after the date of investment. The Company evaluates the equity method investments for impairment under ASC 323. An impairment loss on the equity method investments is recognized in earnings when the decline in value is determined to be other-than-temporary.

The Company did not record any impairment loss on its long-term investments during the years ended December 31, 2022, 2021 and 2020.

Impairment of Long-lived Assets

The Company assesses its long-lived assets such as property and equipment and intangible assets subject to amortization for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Factors which may indicate potential impairment include a significant underperformance related to the historical or projected future operating results or a significant negative industry or economic trend. Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate. If property and equipment, and intangible assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets or asset group exceeds their fair value.

The Company impaired its acquired developed technology and recognized impairment expense of $0.4 million in distribution, selling and administrative expenses in the consolidated statements of operations during the year ended December 31, 2022. The Company did not record any impairment loss on its long-lived assets during the years ended December 31, 2021 and 2020.

Insurance and Claim Costs

The Company maintains workers compensation and general liability insurance with licensed insurance carriers. Beginning in April 2020, the Company is self-insured for auto claims less than $100,000 per claim. Insurance and claims expense represent premiums the Company paid and the accruals made for claims within the Company’s self-insured retention amounts. A liability is recognized for the estimated cost of all self-insured claims including an estimate of incurred but not reported claims based on historical experience and for claims expected to exceed the Company's policy limits.

The Company establishes reserves for anticipated losses and expenses related to auto liability claims. The reserves consist of specific reserves for all known claims and an estimate for claims incurred but not reported, and losses arising from known claims ultimately settling in excess of insurance coverage using loss development factors based upon industry data and past experience. In determining the liability, the Company specifically reviews all known claims and records a liability based upon

the Company’s best estimate of the amount to be paid. In making the estimate, the Company considers the amount and validity of the claim, as well as the Company’s past experience with similar claims. In establishing the reserve for claims incurred but not reported, the Company considers its past claims history, including the length of time it takes for claims to be reported to the Company. These reserves are periodically reviewed and adjusted to reflect the Company’s experience and updated information relating to specific claims. As of December 31, 2022 and 2021, the Company has recorded a self-insurance liability of $1.3 million and $1.0 million, respectively, which is included in accrued expenses and other liabilities on the consolidated balance sheets.

Revenue Recognition

The Company recognizes revenue from the sale of products when control of each product passes to the customer 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 ASC Topic 606 ("ASC 606"), Revenue from Contracts with Customers. The Company recognizes revenue that represents the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This requires the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfer to a customer. The Company’s contracts contain performance obligations which are satisfied when customers have physical possession of each product. The Company’s revenue streams are recognized at a specific point in time.

Cost of Revenue

Cost of revenue primarily includes inventory costs (net of vendor consideration, primarily in the form of rebates), inbound freight, customs clearance fees and other miscellaneous expenses.

Distribution, Selling and Administrative Expenses

Distribution, selling and administrative expenses consist primarily of salaries and benefits for employees and contract laborers, trucking and fuel expenses for deliveries, utilities, maintenance and repair expenses, insurance expenses, depreciation and amortization expenses, selling and marketing expenses, professional fees and other operating expenses.

Shipping and Handling Costs

Shipping and handling costs, which include costs related to the selection of products and their delivery to customers, are included in distribution, selling and administrative expenses. Shipping and handling costs were $83.7 million, $58.3 million and $37.8 million for the years ended December 31, 2022, 2021 and 2020, respectively, and includes estimates for labor associated with shipping and handling activities.

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 to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. As of December 31, 2022, the Company does not have a deferred tax asset valuation allowance.

The Company records uncertain tax positions in accordance with ASC Topic 740 (“ASC 740”), Income Taxes, on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. See Note 13 - Income Taxes for additional information.

The Company adopted ASU 2019-12 (“ASU 2019-12”), Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, on January 1, 2021. ASU 2019-12 is intended to simplify various aspects related to managerial accounting for income taxes. The adoption had no material impact on the Company's consolidated financial statements.

Leases

The Company accounts for leases following ASC 842, Leases ("ASC 842"). The Company determines if an arrangement is a lease at inception and also considers classification of leases as operating or finance. Operating leases are included in operating lease 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 obligations under finance leases, and obligations under finance leases, 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 provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and initial direct costs incurred and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Variable rent payments related to both operating and finance leases are expensed as incurred. The Company's variable lease payments primarily consist of real estate, maintenance and usage charges.

The Company has elected to exclude short-term leases from the recognition requirements of ASC 842. A lease is short-term if, at the commencement date, it has a term of less than or equal to one year. Lease expense related to short-term leases is recognized on a straight-line basis over the lease term. The Company has also elected to combine lease and non-lease components when measuring lease liabilities for vehicle and equipment leases.

Derivative Financial Instruments

In accordance with the guidance in ASC Topic 815 ("ASC 815"), Derivatives and Hedging, derivative financial instruments are recognized as assets or liabilities on the consolidated balance sheets at fair value. The Company has not designated its interest rate swap ("IRS") contracts as hedges for accounting treatment. Pursuant to GAAP, income or loss from fair value changes for derivatives that are not designated as hedges by management are reflected as income or loss on the consolidated statements of operations and comprehensive income (loss). Net amounts received or paid under the interest rate swap contracts are recognized as an increase or decrease to interest expense when such amounts are incurred. The Company is exposed to credit loss in the event of nonperformance by the counterparty.

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.

The Company maintains cash balances with banks which at times exceed federally insured limits. The Company has not experienced any losses in such accounts

Segment Reporting

ASC 280, Segment Reporting, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s operating decision makers for making operational decisions and assessing performance as the source for determining the Company’s reportable segments. In 2021, former co-CEO Zhou Min Ni resigned, and Xiao Mou Zhang assumed the role of sole CEO and sole Chief Operating Decision Maker ("CODM"). The CODM, reviews operating

results and makes resource allocations on a consolidated basis and thus the Company has concluded it has one operating and reportable segment.

Recent Accounting Pronouncements

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 (“ASU 2016-13”), Measurement of Credit Losses on Financial Instruments (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 was further amended in November 2019 in “Codification Improvements to Topic 326, Financial Instruments-Credit losses”. This guidance is effective for fiscal years beginning after December 15, 2019, including those interim periods within those fiscal years. For emerging growth companies, the effective date has been extended to fiscal years beginning after December 15, 2022. The Company adopted this ASU within the annual reporting period ending as of December 31, 2022. The adoption of this guidance resulted in an adjustment to retained earnings of $0.7 million as of January 1, 2022 as evidenced in the Company's consolidated statements of changes in shareholders’ equity.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, deferring the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. The Company adopted ASU 2020-04 during 2021. The ASU has not had a material impact on the Company's consolidated financial statements.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The guidance requires an acquirer to, at the date of acquisition, recognize and measure the acquired contract assets and contract liabilities acquired in the same manner that they were recognized and measured in the acquiree's financial statements before the acquisition. This guidance is effective for interim and annual periods beginning after December 15, 2022, with early adoption permitted. The amendments in this update should be applied prospectively to business combinations occurring on or after the effective date. The Company is in the process of assessing the impact of this ASU on its future consolidated financial statements, but does not expect it to have a material impact.

Variable Interest Entities	12 Months Ended
Variable Interest Entities	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Variable Interest Entities	Note 3 - Variable Interest Entities The Company has VIEs for which the Company is not the primary beneficiary and therefore does not consolidate, and VIEs for which the Company is the primary beneficiary and consolidates. The VIEs are summarized as follows: •Consolidated VIEs (collectively "Consolidated VIEs"): •FUSO Trucking LLC (“FUSO”) •13 staffing agencies (collectively, the “Staffing Agencies”) – Suppliers of staffing services through 2021: ◦Anfu, Inc. ◦Anshun, Inc. ◦Chen Enterprises (until December 2020) ◦Georgia Kam (until December 2020) ◦Inchoi, Inc. ◦Malways, Inc. ◦Rousafe ◦S&P ◦SNP ◦Suntone ◦THLI, Inc. (until December 2020) ◦THLR, Inc. (until December 2020) ◦TWRR, Inc. (until December 2020) •Unconsolidated VIEs (collectively "Unconsolidated VIEs"): •Revolution Industry, LLC (“Revolution Industry”) – Supplier of goods (until March 2021) •UGO USA, Inc. (“UGO”) – Supplier of online goods, customer, and lessee (until April 2021) •BRGR (until January 2020) •AnHeart, Inc. (“AnHeart”) Consolidated VIEs FUSO FUSO was established solely to provide exclusive trucking services to the Company. The entity lacks sufficient equity to finance its activities without additional subordinated financial support from the Company, and the Company has the power to direct the VIEs’ activities. In addition, the Company receives economic benefits from the entity and has concluded that the Company is the primary beneficiary. The carrying amounts of the assets, liabilities, the results of operations and cash flows of the VIE included in the Company’s consolidated balance sheets, statements of operations and comprehensive income (loss) and statements of cash flows are immaterial. Staffing Agencies The Staffing Agencies were set up by an employee of the Company, or their relatives, and provided temporary labor services exclusively to the Company at the direction of the Company. There were no other substantive business activities of the Staffing Agencies. There were immaterial assets held, or liabilities owed by the Staffing Agencies and immaterial equity. The Company determined it was the primary beneficiary for the Staffing Agencies through 2021 as it controlled how and when the labor force would be utilized. The Company consolidated the Staffing Agencies, recognizing compensation expense within distribution, selling, and administrative expenses in the consolidated statements of operations and comprehensive income (loss), and the related accrued expenses in the consolidated balance sheets. The Company did not have any guarantees, commitments or other forms of financing to the Staffing Agencies. As of December 31, 2021, the Company no longer had involvement with any of the Staffing Agencies and therefore was no longer considered a VIE and was no longer consolidated. Unconsolidated VIEs Revolution Industry and UGO Revolution Industry was established to produce egg roll mix for the Company. UGO was originally designed to be an online marketplace for various Asian goods. Revolution Industry and UGO were thinly capitalized and were not able to finance their activities without additional subordinated support. The former Co-CEO's (Mr. Ni) son, as sole equity holder of Revolution Industry, had unilateral control over the ongoing activities of Revolution Industry and significantly benefited from their operations. Therefore, the Company was not the primary beneficiary for Revolution Industry. The former Co-CEO (Mr. Ni) and his niece, as equity holders, had unilateral control over the ongoing activities of UGO and significantly benefited from its operations. Therefore, the Company was not the primary beneficiary for UGO. Revolution Industry and UGO are also related parties and were generally the Company’s suppliers or customers and the Company did not have other involvement with these entities. Therefore, the Company’s exposure to loss due to its involvement with these entities was limited to amounts due from these entities, which is included in Accounts receivable – related parties. The Company did not have any guarantees, commitments, or other forms of financing with these entities. All transactions with Revolution Industry and UGO ceased in 2021. Related party transactions with Revolution Industry and UGO are disclosed in Note 14 - Related Party Transactions. BRGR BRGR was established to hold real estate for rent primarily for the Company and BRGR was financed primarily through this rental income and proceeds from the real estate loan for which the Company was guarantor. The Company was not the primary beneficiary of BRGR as the Company did not have the power to direct or control the activities which most significantly influenced the performance of BRGR. On January 17, 2020, the Company acquired 100% equity membership interests of certain real estate subsidiaries of BRGR, as discussed in Note 8 - Acquisitions. The Company also entered into the Second Amended Credit Agreement, as discussed in Note 11 - Debt, which removed BRGR as a guarantor of its revolving credit facility and as a borrower under its real estate term loans. Related party transactions with BRGR are disclosed in Note 14 - Related Party Transactions. For the period from January 1, 2020 through January 17, 2020, the Company recorded rent expense of $0.2 million related to its lease agreements with the realty subsidiaries of BRGR, which is included in distribution, selling, and administrative expenses in the consolidated statements of operations and comprehensive income (loss). As of December 31, 2019, the Company was a guarantor of BRGR and its subsidiaries’ mortgage-secured real estate term loan, which had an unpaid principal balance of $53.3 million. As of January 17, 2020, the Company had no remaining involvement with BRGR and therefore is no longer considered a VIE. AnHeart AnHeart was previously a subsidiary of the Company designed to sell traditional Chinese medicine, sold to a third-party in February 2019. As discussed in Note 7 - Leases, after the sale, the Company continued to provide a guarantee for all rent and related costs associated with two leases of AnHeart in Manhattan, New York. The Company has determined that AnHeart is a VIE as a result of the guarantee. However, the Company concluded it is not the primary beneficiary of AnHeart because it does not have the power to direct the activities of AnHeart that most significantly impact AnHeart's economic performance. Please refer to Note 7 - Leases for additional information regarding the Company's maximum exposure to loss to AnHeart. The Company did not have any sales to or rental income from any of the other VIEs during the three years ended December 31, 2022.

Revenue

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue

Note 4 - Revenue

For the years ended December 31, 2022, 2021 and 2020, revenue recognized from performance obligations related to prior periods was immaterial. Revenue expected to be recognized in any future periods related to remaining performance obligations is immaterial.

The following table presents the Company's net revenue disaggregated by principal product categories:


	Year Ended December 31,
($ in thousands)	2022				2021
Seafood	$	354,220	30	%	$	123,808	16	%
Asian Specialty	299,215		26	%	236,489		29	%
Meat and Poultry	238,276		20	%	214,504		27	%
Fresh Produce	126,560		11	%	103,168		13	%
Packaging and Other	84,489		7	%	69,187		9	%
Commodity	67,707		6	%	49,728		6	%
Total	$	1,170,467	100	%	$	796,884	100	%

Due to system constraints prior to the year ended December 31, 2021, the Company did not present net revenue by principal product categories.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Balance Sheet Components

12 Months Ended

Dec. 31, 2022

Balance Sheet Components [Abstract]

Balance Sheet Components

Note 5 - Balance Sheet Components

Accounts receivable, net consisted of the following:


(In thousands)	December 31, 2022		December 31, 2021
Accounts receivable	$	45,628	$	37,121
Less: allowance for expected credit losses	(1,442)		(840)
Accounts receivable, net	$	44,186	$	36,281

Movement of allowance for expected credit losses was as follows:


	Year Ended December 31,
(In thousands)	2022		2021		2020
Beginning balance	$	840	$	909	$	624
Adjustment for adoption of the new CECL standard (Note 2)	690		—		—
Increase (decrease) in provision for expected credit losses	82		(433)		1,338
Bad debt recovery (write-offs)	(170)		364		(1,053)
Ending balance	$	1,442	$	840	$	909

Property and equipment, net consisted of the following:


(In thousands)	December 31, 2022		December 31, 2021
Automobiles	$	34,891	$	31,577
Buildings	63,045		68,998
Building improvements	20,637		19,004
Furniture and fixtures	444		211
Land	49,929		51,412
Machinery and equipment	17,210		14,114
Subtotal	186,156		185,316
Less: accumulated depreciation	(45,826)		(39,408)
Property and equipment, net	$	140,330	$	145,908

Depreciation expense was $9.2 million, $8.1 million and $8.0 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Long-term investments consisted of the following:


($ in thousands)	Ownership as of December 31, 2022	December 31, 2022		December 31, 2021
Asahi Food, Inc. ("Asahi")	49%	$	879	$	662
Pt. Tamron Akuatik Produk Industri ("Tamron")	12%	1,800		1,800
Total long-term investments		$	2,679	$	2,462

The investment in Tamron is accounted for using the measurement alternative under ASC 321, which is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments, if any. The investment in Asahi is accounted for under the equity method due to the fact that the Company has significant influence but does not exercise control over this investee. There was no impairment during the years ended December 31, 2022, 2021 and 2020 for these investments.

Accrued expenses and other liabilities consisted of the following:


(In thousands)	December 31, 2022		December 31, 2021
Accrued compensation	$	6,798	$	5,038
Accrued professional fees	3,866		349
Accrued income taxes	—		1,908
Accrued interest and fees	1,082		205
Self-insurance liability	1,286		1,008
Accrued other	6,616		3,630
Total accrued expenses and other liabilities	$	19,648	$	12,138

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 6 - Fair Value Measurements

The following table presents the Company's hierarchy for its assets and liabilities measured at fair value on a recurring basis as of the dates indicated:


	December 31, 2022								December 31, 2021
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs				Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(In thousands)
Assets:
Derivative instruments	$	—	$	530	$	—	$	530	$	—	$	—	$	—	$	—

Liabilities:
Derivative instruments	$	—	$	—	$	—	$	—	$	—	$	287	$	—	$	287

The Company follows the provisions of ASC Topic 820 ("ASC 820"), Fair Value Measurements and Disclosures. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

•Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

•Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

•Level 3 - Inputs are unobservable inputs which reflect the reporting entity’s own assumptions about what assumptions market participants would use in pricing the asset or liability based on the best available information.

Any transfers of assets or liabilities between Level 1, Level 2, and Level 3 of the fair value hierarchy will be recognized at the end of the reporting period in which the transfer occurs. There were no transfers between fair value levels in any of the periods presented herein.

The carrying amounts reported in the consolidated balance sheets for cash, accounts receivable, advances to suppliers, other current assets, accounts payable, checks issued not presented for payment and accrued expenses and other liabilities approximate their fair value based on the short-term maturity of these instruments.

Carrying Value and Estimated Fair Value of Outstanding Debt - The following table presents the carrying value and estimated fair value of the Company’s outstanding debt as described in Note 11 - Debt of the Notes to the Consolidated Financial Statements, including the current portion, as of the dates indicated:


	December 31, 2022					December 31, 2021
	Carrying Value		Fair Value		Level	Carrying Value		Fair Value		Level
	($ in millions)
Fixed rate debt:
Promissory note payable to related party	$	—	$	—		$	4.5	$	3.4	Level 3
Bank of America	1.9		1.6		Level 3	2.7		2.4		Level 3
East West Bank	2.4		1.8		Level 3	2.5		2.0		Level 3
First Horizon Bank	—		—			4.5		3.6		Level 3
Other finance institutions	0.2		0.2		Level 3	0.8		0.8		Level 3
Variable rate debt:
JPMorgan	111.4		111.4		Level 2	70.8		70.8		Level 2
Bank of America	2.3		2.3		Level 2	2.5		2.5		Level 2
East West Bank	3.5		3.5		Level 2	3.5		3.5		Level 2

The carrying value of the variable rate debt approximates its fair value because of the variability of interest rates associated with these instruments and the consistency in market conditions since the loans were entered into. For the Company's fixed rate debt, the fair values were estimated using discounted cash flow analyses, based on the current incremental borrowing rates for similar types of borrowing arrangements.

Please refer to Note 11 - Debt and Note 14 - Related Party Transactions for additional information regarding the Company's debt.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases

Note 7 - Leases

The Company leases office space, warehouses and vacant land under non-cancelable operating leases, with terms typically ranging from one to thirty years, as well as operating and finance leases for vehicles and delivery trucks, forklifts and computer equipment with various expiration dates through 2051. The Company determines whether an arrangement is or includes an embedded lease at contract inception.

Operating and finance 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. As of December 31, 2022, the balances for operating lease right-of-use ("ROU") assets and liabilities were $14.2 million and $14.3 million, respectively. As of December 31, 2021, the balances for operating lease ROU assets and liabilities were $11.7 million and $11.7 million, respectively.

Operating lease expense is recognized on a straight-line basis over the lease term. For finance leases, the Company also recognizes finance lease assets and finance lease liabilities at inception, with lease expense recognized as interest expense and amortization of the lease payment. Variable lease costs were insignificant in the years ended December 31, 2022, 2021 and 2020.

Operating Leases

The components of operating lease expense were as follows:


	Year Ended December 31,
($ in thousands)	2022		2021		2020
Operating lease cost	$	4,045	$	967	$	785
Short-term lease cost	$	1,037	$	1,699	$	1,424

Weighted average remaining lease term (months)	47		56		40

Weighted average discount rate	3.8%		3.9%		5.6%


	Year Ended December 31,
(In thousands)	2022		2021		2020
Operating cash flows from operating leases	$	4,005	$	822	$	799

Finance Leases

The components of lease expense were as follows:


	Year Ended December 31,
(In thousands)	2022		2021		2020
Finance leases cost:
Amortization of ROU assets	$	2,808	$	2,416	$	1,978
Interest on lease liabilities	787		820		492
Total finance leases cost	$	3,595	$	3,236	$	2,470

Supplemental cash flow information related to finance leases was as follows:


	Year Ended December 31,
(In thousands)	2022		2021		2020
Operating cash flows from finance leases	$	670	$	701	$	492

Supplemental balance sheet information related to finance leases was as follows:


($ in thousands)	December 31, 2022			December 31, 2021
Property and equipment, at cost	$	20,339		$	18,412
Accumulated depreciation	(7,615)			(5,127)
Property and equipment, net	$	12,724		$	13,285

Weighted average remaining lease term (months)	215			215

Weighted average discount rate	5.7		%	5.8		%

Maturities of lease liabilities are as follows:


	Operating Leases
(In thousands)	Related Party(1)		Third Party		Total		Finance Leases
Year Ended December 31,
2023	$	312	$	3,828	$	4,140	$	2,844
2024	321		3,444		3,765		2,010
2025	331		3,343		3,674		1,399
2026	—		3,207		3,207		1,018
2027	—		545		545		752
Thereafter	—		—		—		16,839
Total lease payments	964		14,367		15,331		24,862
Less: Imputed interest	(52)		(1,012)		(1,064)		(11,167)
Total	$	912	$	13,355	$	14,267	$	13,695

_______________

(1) See Note 14 - Related Party Transactions

AnHeart

As discussed in Note 3 - Variable Interest Entities, the Company provided a guarantee for two separate leases for two properties

located in Manhattan, New York, at 273 Fifth Avenue and 275 Fifth Avenue, for 30 years and 15 years, respectively.

On February 10, 2021, the Company entered into an Assignment and Assumption of Lease Agreement (“Assignment”), dated effective as of January 21, 2021, with AnHeart and Premier 273 Fifth, LLC, pursuant to which it assumed the lease of the premises at 273 Fifth Avenue (the “273 Lease Agreement”). At the same time, the closing documents were delivered to effectuate the amendment of the 273 Lease Agreement pursuant to an Amendment to Lease (the “Lease Amendment”). The Assignment and the Lease Amendment were negotiated in light of the Company’s guarantee obligations as guarantor under the Lease Agreement. The Company agreed to observe all the covenants and conditions of the Lease Agreement, as amended, including the payment of all rents due. Under the terms of the Lease Agreement and the Assignment, the Company has undertaken to construct, at its own expense, a building on the premises at a minimum cost of $2.5 million. The Lease Amendment permits subletting of the premises, and the Company intends to sublease the newly constructed premises to defray the rental expense undertaken pursuant to its guaranty obligations.

On January 17, 2022, the Company received notice that AnHeart had defaulted on its obligations as tenant under the lease for 275 Fifth Avenue. On February 7, 2022, the Company undertook its guaranty obligations by assuming responsibility for payment of monthly rent and other tenant obligations, including past due rent as well as property tax obligations beginning with the January 2022 rent due. On February 25, 2022, the Company instituted a legal action to pursue legal remedies against AnHeart and Minsheng. In March 2022, the Company agreed to stay litigation against AnHeart in exchange for AnHeart’s payment of certain back rent from January to April 2022 and its continued partial payment of monthly rent. While the case remains pending in New York, the Company is not actively litigating the claim.

In accordance with ASC 460, Guarantees, the Company has determined that its maximum exposure resulting from the 275 Fifth Avenue lease guarantee includes future minimum lease payments plus potential additional payments to satisfy maintenance, property tax and insurance requirements under the leases with a remaining term of approximately 11 years. The Company elected a policy to apply the discounted cash flow method to loss contingencies with more than 18 months of payments. AnHeart is obligated to pay all costs associated with the properties, including taxes, insurance, utilities, maintenance and repairs. As of December 31, 2022, the Company had a lease guarantee liability of $5.8 million. The Company determined the discounted value of the lease guarantee liability using a discount rate of 4.55% and is classified as Level 2 in the fair value hierarchy. The current portion of the lease guarantee liability of $0.3 million is recorded in Accrued expenses and other liabilities on the consolidated balance sheet. The Company's monthly rental payments range from approximately $42,000 per month to $63,000 per month, with the final payment due in 2034.

The estimated future minimum lease payments as of December 31, 2022 are presented below:



(In thousands)	Amount
Year Ended December 31,

2023	$	543
2024	582
2025	604
2026	621
2027	638
Thereafter	4,478
Total	7,466
Less: Imputed interest	(1,706)
Total minimum lease payments	$	5,760

Leases

Note 7 - Leases

Operating Leases

The components of operating lease expense were as follows:


	Year Ended December 31,
($ in thousands)	2022		2021		2020
Operating lease cost	$	4,045	$	967	$	785
Short-term lease cost	$	1,037	$	1,699	$	1,424

Weighted average remaining lease term (months)	47		56		40

Weighted average discount rate	3.8%		3.9%		5.6%


	Year Ended December 31,
(In thousands)	2022		2021		2020
Operating cash flows from operating leases	$	4,005	$	822	$	799

Finance Leases

The components of lease expense were as follows:


	Year Ended December 31,
(In thousands)	2022		2021		2020
Finance leases cost:
Amortization of ROU assets	$	2,808	$	2,416	$	1,978
Interest on lease liabilities	787		820		492
Total finance leases cost	$	3,595	$	3,236	$	2,470

Supplemental cash flow information related to finance leases was as follows:


	Year Ended December 31,
(In thousands)	2022		2021		2020
Operating cash flows from finance leases	$	670	$	701	$	492

Supplemental balance sheet information related to finance leases was as follows:


($ in thousands)	December 31, 2022			December 31, 2021
Property and equipment, at cost	$	20,339		$	18,412
Accumulated depreciation	(7,615)			(5,127)
Property and equipment, net	$	12,724		$	13,285

Weighted average remaining lease term (months)	215			215

Weighted average discount rate	5.7		%	5.8		%

Maturities of lease liabilities are as follows:


	Operating Leases
(In thousands)	Related Party(1)		Third Party		Total		Finance Leases
Year Ended December 31,
2023	$	312	$	3,828	$	4,140	$	2,844
2024	321		3,444		3,765		2,010
2025	331		3,343		3,674		1,399
2026	—		3,207		3,207		1,018
2027	—		545		545		752
Thereafter	—		—		—		16,839
Total lease payments	964		14,367		15,331		24,862
Less: Imputed interest	(52)		(1,012)		(1,064)		(11,167)
Total	$	912	$	13,355	$	14,267	$	13,695

_______________

(1) See Note 14 - Related Party Transactions

AnHeart

As discussed in Note 3 - Variable Interest Entities, the Company provided a guarantee for two separate leases for two properties

located in Manhattan, New York, at 273 Fifth Avenue and 275 Fifth Avenue, for 30 years and 15 years, respectively.

The estimated future minimum lease payments as of December 31, 2022 are presented below:



(In thousands)	Amount
Year Ended December 31,

2023	$	543
2024	582
2025	604
2026	621
2027	638
Thereafter	4,478
Total	7,466
Less: Imputed interest	(1,706)
Total minimum lease payments	$	5,760

Acquisitions

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisitions

Note 8 - Acquisitions

Acquisition of Sealand

On April 29, 2022, the Company completed the acquisition of substantially all of the operating assets of Sealand, including equipment, machinery and vehicles. The acquisition was completed to expand the Company's territory along the East Coast, from Massachusetts to Florida, as well as Pennsylvania, West Virginia, Ohio, Kentucky, and Tennessee.

The price for the purchased assets was $20.0 million paid in cash at closing. In addition to the closing cash payment, the Company separately acquired all of the sellers' saleable product inventory, for approximately $14.4 million and additional fixed assets for approximately $0.5 million. The Company finalized its purchase accounting as of December 31, 2022.

The Company accounted for this transaction under ASC 805, Business Combinations, by applying the acquisition method of accounting and established a new basis of accounting on the date of acquisition. The assets acquired by the Company were measured at their estimated fair values as of the date of acquisition. Goodwill is calculated as the excess of the purchase price over the net assets recognized and represent synergies and benefits expected as a result from combining operations with an emerging national presence. The transaction costs for the acquisition totaled approximately $0.7 million and were reflected in distribution, selling and administrative expenses in the consolidated statement of operations and comprehensive income for the year ended December 31, 2022.

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 using a combination of quoted market prices, discounted cash flows, and other 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 to exceed one year as permitted under ASC 805.

Purchase Price Allocation

The total consideration paid to acquire the assets and liabilities of Sealand, as set forth below:


(In thousands)	Amount
Inventory	$	13,846
Property plant, and equipment	1,424
Right-of-use assets	127
Intangible assets	14,717
Total assets acquired	30,114

Obligations under operating leases	127
Total liabilities assumed	127
Net assets	29,987
Goodwill	4,861
Total consideration	$	34,848

The Company recorded acquired intangible assets of $14.7 million, which were measured at fair value using Level 3 inputs. These intangible assets include tradenames and trademarks of $4.4 million, customer relationships of $8.9 million and non-compete agreements of $1.4 million. The fair value of customer relationships was determined by applying the income approach utilizing the excess earnings methodology and Level 3 inputs including a discount rate. The fair value of tradenames and trademarks was determined by applying the income approach utilizing the relief from royalty methodology and Level 3 inputs including a royalty rate of 1% and a discount rate. The fair value of non-competition agreements was determined by applying the income approach and Level 3 inputs including a discount rate. Discount rates used in determining fair values for customer relationships, tradenames and trademarks, and non-competition agreements ranged from 17.5% to 18.0%. The useful lives of the tradenames and trademarks are ten years, customer relationships are ten years and non-compete agreements are three years, with a weighted average amortization period of approximately nine years. The associated goodwill is deductible for tax purposes.

Acquisition of Great Wall Group

On December 30, 2021, the Company executed an Asset Purchase Agreement with Great Wall Group to purchase substantially all of the operating assets of the Great Wall Group’s seafood and restaurant products sales, marketing, and distribution businesses. The acquisition was completed as part of the Company’s strategy to develop a national footprint through expansion into the Midwest, Southwest and Southern regions of the United States.

The final aggregate price for the purchased assets was $43.7 million with $30.8 million paid in cash at closing and the issuance of 1,792,981 shares of common stock of the Company (based on a 60-day VWAP of $7.36), with a fair value of $12.9 million based on the share price of $8.11 per share at closing and an 11.5% discount due to a lock-up restriction. In addition to the closing cash payment, the Company separately acquired all of the sellers’ saleable product inventory, for approximately $24.3 million of which approximately $6.8 million was paid during the year ended December 31, 2021 and $17.4 million was recorded in accounts payable on the consolidated balance sheets as of December 31, 2021. The Company also acquired additional vehicles for approximately $0.2 million. As such, the total acquisition price for all operating assets and inventory was approximately $68.2 million.

The Company accounted for this transaction under ASC 805, Business Combinations, by applying the acquisition method of accounting and established a new basis of accounting on the date of acquisition. The assets acquired by the Company were measured at their estimated fair values as of the date of acquisition. Goodwill is calculated as the excess of the purchase price over the net assets recognized and represent synergies and benefits expected as a result from combining operations with an emerging national presence. For the year ended December 31, 2021, transaction costs for the acquisition totaled $0.9 million and were reflected in distribution, selling and administrative expenses in the consolidated statement of operations and comprehensive income (loss).

Purchase Price Allocation

The following table presents the allocation of the total consideration paid to acquire the assets and liabilities of the Great Wall Group:


(In thousands)	Amount
Inventory	$	24,728
Property plant, and equipment	1,537
Intangible assets	30,145
Total assets acquired	56,410




Goodwill	11,745
Total consideration	$	68,155

The Company recorded acquired intangible assets of $30.1 million, which included tradenames and trademarks of $10.5 million, customer relationships of $17.2 million and non-competition agreements of $2.4 million. The fair value of customer relationships was determined by applying the income approach utilizing the excess earnings methodology using Level 3 inputs including a discount rate. The fair value of tradenames and trademarks was determined by applying the income approach utilizing the relief from royalty methodology and Level 3 inputs including a royalty rate of 1% and a discount rate. The fair value of non-competition agreements was determined by applying the income approach using Level 3 inputs including a discount rate. Discount rates used in determining fair values for customer relationships, tradenames and trademarks, and non-competition agreements ranged from 11.5% to 14.0%. The useful lives of the tradenames and trademarks are ten years, customer relationships are ten years and non-compete agreements are three years, with a weighted average amortization period of approximately nine years. The associated goodwill is deductible for tax purposes. See Note 9 - Goodwill and Acquired Intangible Assets for additional information on acquired intangibles in the Great Wall Acquisition.

Since the Great Wall Acquisition occurred on December 30, 2021, the amounts of revenue and earnings of the Great Wall Group included in the Company’s consolidated statement of operations and comprehensive income (loss) from the acquisition date to December 31, 2021 were immaterial.

Unaudited Supplemental Pro Forma Financial Information

The following table presents the Company’s unaudited pro forma results for the years ended December 31, 2022 and 2021, respectively, as if the Great Wall Acquisition and the Sealand Acquisition had been consummated on January 1, 2021. The unaudited pro forma financial information presented includes the effects of adjustments related to the amortization of acquired

intangible assets and excludes other non-recurring transaction costs directly associated with the acquisition such as legal and other professional service fees. Statutory rates were used to calculate income taxes.


	Year Ended December 31,
(In thousands, except share and per share data)	2022		2021
Pro forma net revenue	$	1,202,296	$	1,072,653

Pro forma net income attributable to HF Group	$	35	$	33,724

Pro forma (loss) earnings per common share - basic	$	—	$	0.65
Pro forma (loss) earnings per common share - diluted	$	—	$	0.65

Pro forma weighted average shares - basic	53,757,199		53,706,392
Pro forma weighted average shares - diluted	53,757,199		53,809,020

The revenue and operating income from Sealand from the date of acquisition through December 31, 2022 was $55.6 million and $0.7 million, respectively, and were included in the consolidated statements of operations and comprehensive income (loss).

Acquisition of Real Estate Companies

On January 17, 2020, the Company acquired 100% equity membership interest in nine subsidiaries of BRGR, which owned warehouse facilities that were being leased to B&R Global for its operations in California, Arizona, Utah, Colorado, Washington, and Montana (the "Realty Acquisition").

Then Co-CEO (and current CEO) of the Company, Xiao Mou Zhang ("Mr. Zhang"), managed and owned an 8.91% interest in BRGR. The total purchase price of the transaction was $101.3 million for which financing was provided by JPMorgan Chase Bank, N.A. ("JPMorgan"), as Administrative Agent, and certain lender parties hereto, including Comerica Bank under an Amended and Restated Credit Agreement ("Credit Agreement"). The terms of which are set forth below, and the lender parties thereto relied upon the appraisals in determining to provide such financing. Based in part on the foregoing, the special transactions committee, composed of the Company’s independent directors, reviewed and approved the transaction and the related financing on behalf of HF Group’s board.

Consideration for the acquisition was funded by (1) $75.6 million in mortgage-backed term loans financed under the Second Amended Credit Agreement (see Note 11 - Debt for additional information), (2) issuance by B&R Global of a $7.0 million Unsecured Subordinated Promissory Note to BRGR maturing on January 17, 2030, and (3) payment of $18.7 million from funds drawn from the Company’s revolving credit facility. The reissuance of the mortgage-backed term loans released BRGR from its obligations to the lenders under the First Amended Credit Agreement and predecessor financing arrangements.

The majority of the assets acquired was concentrated in a group of similar assets, land and buildings, for the same purpose of warehousing and distribution. As such, the Realty Acquisition was deemed as an asset acquisition under ASC 805-10-55, and the total purchase price was allocated on a relative fair value basis to the net assets acquired.

The following table presents the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition:


(In thousands)	Amount
Cash	$	266
Automobile	34
Prepaid expenses	39
Land	48,734
Buildings	53,564
Total assets acquired	102,637

Accounts payable and accrued expenses	1,367
Total liabilities assumed	1,367
Net assets acquired	$	101,270

Goodwill and Acquired Intangible Assets

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Acquired Intangible Assets

Note 9 - Goodwill and Acquired Intangible Assets

Goodwill

The changes in the carrying amount of goodwill are presented below:


(In thousands)	Amount
Balance at December 31, 2020	$	68,512
Acquisition of Great Wall Group	11,745
Balance at December 31, 2021	80,257
Acquisition of Sealand Food, Inc.	4,861
Balance at December 31, 2022	$	85,118

Accumulated impairment for goodwill is $338.2 million as of both December 31, 2022 and 2021.

Towards the end of first quarter of fiscal year 2020, the Company experienced significant decline in business volume due to mandatory stay-at-home orders issued by governmental authorities in response to the intensification of the COVID-19 pandemic. The Company determined that the B&R Global reporting unit was very sensitive to these declines and that it was more-likely-than-not that an impairment may exist. The Company, therefore, performed an analysis of the fair value of the B&R Global reporting unit as of March 31, 2020 using a discounted cash flow method for goodwill impairment testing purposes. Based upon the analysis, the Company concluded that the carrying value of its B&R Global reporting unit exceeded its fair value by approximately $338.2 million. As a result, the Company recorded the amount as an impairment loss during the first quarter of fiscal year 2020.

The Company estimated the fair value of the B&R Global reporting unit using the income approach, discounting projected future cash flows based upon management’s expectations of the current and future operating environment. The calculation of the impairment charge included 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 for the reporting unit were highly sensitive to changes in the WACC, which considered as observable data for publicly traded companies, an estimated market participant’s expectations about capital structure and risk premiums. The Company corroborated the reasonableness of the estimated reporting unit fair values by reconciling to its enterprise value and market capitalization. The Company also observed that the WACC applied on March 31, 2020 increased significantly from the original WACC value as of the acquisition date, mainly driven by the increased risk and volatility observed in the market. Volatility had primarily been due to concerns about demand for food distribution services, as restaurant activity in much of the country had been reduced to takeout and delivery offerings. Continued uncertainty about the removal or perpetuation of these restrictions and levels of consumer spending cause ongoing volatility.

Due to structural changes at the Company during 2021, there is only one aggregated reporting unit at December 31, 2022 and 2021. Due to the sustained decline in the Company’s stock price during 2022, the Company performed a quantitative goodwill impairment assessment. The fair value was determined using an average of the discounted cash flow approach, comparable public company analysis, and comparable acquisitions analysis. The fair value of the reporting unit exceeded the carrying value, and therefore the Company concluded no impairment was required to be recorded during the year ended December 31, 2022. For the year ended December 31, 2021, the Company performed a qualitative goodwill impairment assessment and concluded no impairment was required to be recorded during the year ended December 31, 2021.

Acquired Intangible Assets

In connection with the Sealand acquisition, the Company acquired $14.7 million of intangible assets, primarily representing tradenames and trademarks of $4.4 million, customer relationships of $8.9 million and non-compete agreements of $1.4 million. The useful lives of the tradenames and trademarks are ten years, customer relationships are ten years and non-compete agreements are three years, with a weighted average amortization period of approximately nine years. The associated goodwill is deductible for tax purposes.

In connection with the Great Wall Group acquisition, HF Group acquired $30.1 million of intangible assets, primarily representing a non-competition agreement, tradenames and customer relationships, which have an estimated amortization period of approximately 3 years, 10 years, and 10 years, respectively.

In connection with the acquisition of B&R Global, HF Group acquired $188.5 million of intangible assets, primarily representing tradenames and customer relationships which have an estimated amortization period of 10 and 20 years, respectively.

The components of the intangible assets are as follows:


	December 31, 2022						December 31, 2021
(In thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Non-competition agreement	$	3,892	$	(1,132)	$	2,760	$	2,407	$	—	$	2,407
Trademarks	44,256		(10,673)		33,583		39,833		(6,349)		33,484

Customer relationships	185,266		(27,518)		157,748		176,408		(17,247)		159,161
Total	$	233,414	$	(39,323)	$	194,091	$	218,648	$	(23,596)	$	195,052

The Company evaluated possible triggering events that would indicate long-lived asset impairment assessment. The Company impaired its acquired developed technology and recognized impairment expense of $0.4 million in distribution, selling and administrative expenses in the consolidated statements of operations during the year ended December 31, 2022. There were no triggering events identified for the remaining intangible assets at December 31, 2022. No impairment was recorded for the years ended December 31, 2021 and 2020.

HF Group’s amortization expense for acquired intangible assets was $15.7 million in 2022, $10.9 million in 2021 and $10.9 million in 2020. The estimated future amortization expense for intangible assets is presented below:



(In thousands)	Amount
Year ending December 31,
2023	$	16,285
2024	16,285
2025	15,152
2026	14,987
2027	14,987
Thereafter	116,395
Total	$	194,091

Derivative Financial Instruments	12 Months Ended
Derivative Financial Instruments	Dec. 31, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Financial Instruments	Note 10 - Derivative Financial Instruments Derivative Instruments The Company utilizes interest rate swaps ("IRS") for the sole purpose of mitigating interest rate fluctuation risk associated with floating rate debt instruments (as defined in Note 11 - Debt). The Company does not use any other derivative financial instruments for trading or speculative purposes. On August 20, 2019, HF Group entered into two IRS contracts with East West Bank (the "EWB IRS") for initial notional amounts of $1.1 million and $2.6 million, respectively. The EWB IRS contracts were entered into in conjunction with two mortgage term loans of corresponding amounts that were priced at USD 1-month LIBOR plus 2.25% per annum for the entire duration of the term loans. The EWB IRS contracts fixed the two term loans at 4.23% per annum until maturity in September 2029. On December 19, 2019, HF Group entered into an IRS contract with Bank of America (the "BOA IRS") for an initial notional amount of $2.7 million in conjunction with a newly contracted mortgage term loan of corresponding amount. The term loan was contracted at USD 1-month LIBOR plus 2.15% per annum, but was fixed at 4.25% per annum resulting from the corresponding BOA IRS contract. On December 19, 2021, the Company entered into the Second Amendment to Loan Agreement, which pegged the mortgage term loan to Secured Overnight Financing Rate ("SOFR") + 2.5%. The BOA IRS was modified accordingly to fix the SOFR based loan to approximately 4.50%. The term loan and corresponding BOA IRS contract mature in December 2029. On June 24, 2020, HF Group entered into a forward starting IRS contract with JPMorgan Chase Bank (the "JPM IRS") for a fixed $80.0 million notional amount, effective from June 30, 2021 and expiring on June 30, 2025, as a means to partially hedge its existing floating rate loans exposure. On March 3, 2021, the Company unwound the JPM IRS. The contract was unwound with a view that 1-month LIBOR will continue to remain low in the foreseeable future despite the spike at the long end of the yield curve. The Company recorded a gain of approximately $0.7 million during the year ended December 31, 2021. The Company evaluated the aforementioned IRS contracts currently in place and did not designate those as cash flow hedges. Hence, the fair value change on these IRS contracts are accounted for and recognized as a change in fair value of IRS contracts in the consolidated statements of operations and comprehensive income (loss). As of December 31, 2022 and 2021, the Company determined that the fair value of the IRS contracts were $0.5 million in an asset position and $0.3 million in a liability position, respectively, which is included in other long-term assets and accrued expenses and other liabilities, respectively, on the consolidated balance sheets. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as consider counterparty credit risk in its assessment of fair value. The inputs used to determine the fair value of the IRS are classified as Level 2 on the fair value hierarchy.

Debt

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Debt

Note 11 - Debt

Long-term debt at December 31, 2022 and 2021 is summarized as follows:


($ in thousands)
Bank Name	Maturity	Interest Rate at December 31, 2022	December 31, 2022		December 31, 2021
Bank of America (a)	March 2023 - December 2029	3.73% - 5.80%	$	4,315	$	5,134
East West Bank (b)	August 2027 - September 2029	4.25% - 4.40%	5,822		5,994
First Horizon Bank (c)	Paid off in May 2022	3.85%	—		4,571
J.P. Morgan Chase (d)	February 2023 - January 2030	6.10% - 6.22%	111,714		70,866
Other finance institutions (e)	April 2023 - March 2024	5.99% - 6.14%	160		837
Total debt, principal amount			122,011		87,402
Less: Debt issuance costs			(302)		(34)
Total debt, carrying value			121,709		87,368
Less: Current portion			(6,266)		(5,557)
Long-term debt			$	115,443	$	81,811

_______________

(a)Loan balance consists of real estate term loan, equipment term loans, and vehicle term loans, collateralized by one real property and specific equipment and vehicles. The real estate term is pegged to TERM SOFR + 2.5%.

(b)Real estate term loans with East West Bank are collateralized by four real properties. Balloon payments of $1.8 million and $2.9 million are due at maturity in 2027 and 2029, respectively.

(c)Secured by real property. During the year ended December 31, 2022, the Company sold the real property for approximately $7.2 million to Enson Seafood (a related party), recognized a gain of $1.5 million, which is included in other income in the consolidated statements of operations and comprehensive income (loss), and used a portion of the proceeds to pay the $4.5 million loan outstanding with First Horizon Bank.

(d)Real estate term loan with a principal balance of $111.4 million as of December 31, 2022 and $69.8 million as of December 31, 2021 is secured by assets held by the Company and has a maturity date of January 2030. Equipment term loan with a principal balance of $0.3 million as of December 31, 2022 and $1.0 million as of December 31, 2021 is secured by specific vehicles and equipment as defined in loan agreements. Equipment term loans mature in February 2023 and December 2023.

(e)Secured by vehicles.

The terms of the various loan agreements related to long-term bank borrowings require the Company to comply with certain financial covenants, including, but not limited to, a fixed charge coverage ratio and effective tangible net worth. As of December 31, 2022, the Company was in compliance with its covenants.

On March 31, 2022, the Company amended the JPM Credit Agreement extending the Real Estate Term Loan for five years. The amendment provides for an increase in the Real Estate Term Loan from $69.0 million to $115.0 million with a 1-month SOFR plus a credit adjustment of 0.1% plus 1.875% per annum.

The future maturities of long-term debt as of December 31, 2022 are as follows:


(In thousands)	Amount
Year ending December 31,
2023	$	6,266
2024	5,774
2025	5,789
2026	5,810
2027	7,497
Thereafter	90,573
Total	$	121,709

Credit Facility

On November 4, 2019, the Company entered into a credit agreement with JPMorgan Chase Bank, NA. (the “JPM Credit Agreement”). The JPM Credit Agreement provided for a $100.0 million asset-secured revolving credit facility maturing on November 4, 2022, with an option to renew at the bank’s discretion. On January 17, 2020, the Company and certain of the wholly-owned subsidiaries and affiliates of the Company as borrowers, and certain material subsidiaries of the Company as guarantors, entered into the Second Amended Credit Agreement (“Second Amended Credit Agreement”). On December 30, 2021, the Company entered into the Consent, Waiver, Joinder and Amendment No. 3 to the Second Amended Credit Agreement with JPMorgan, as Administrative Agent, and certain lender parties thereto, including Comerica Bank. The Second Amended Credit Agreement, as amended, provided for (i) a $100.0 million asset-secured revolving credit facility maturing on November 4, 2022 (the “Revolving Facility”), (ii) mortgage-secured term loan of $75.6 million, (the “Term Loan”), and (iii) amendment in the referenced interest rate from 1-month LIBOR to 1-month Secured Overnight Financing Rate ("SOFR") plus a credit adjustment of 0.1% (difference between LIBOR and SOFR plus 1.375% per annum).

The existing revolving credit facility balance under the Second Amended Credit Agreement, was rolled over to the Revolving Facility on December 30, 2021. On the same day, the Company utilized an additional $33.3 million drawdown from the Revolving Facility to fund the Great Wall Acquisition. The Second Amended Credit Agreement, as amended, contains certain financial covenants, including, but not limited to, a fixed charge coverage ratio and effective tangible net worth.

On March 31, 2022, the Company amended the JPM Credit Agreement extending the Revolver Facility for five years, with a maturity date of November 4, 2027. The amendment provides for a $100.0 million asset-secured revolving credit facility with a one-month SOFR plus a credit adjustment of 0.1% plus 1.375% per annum. As of December 31, 2022, the Company was in compliance with its covenants. During the year ended December 31, 2022, the Company's lenders consented to the delivery of the Company's 2021 audited financial statements on or before January 31, 2023. The outstanding principal balance on the line of credit as of December 31, 2022 was $53.1 million.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Name Accounting Standards Codification
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+ Details

Earnings (Loss) Per Share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Earnings (Loss) Per Share

Note 12 - Earnings (Loss) Per Share

The Company computes earnings per share (“EPS”) in accordance with ASC Topic 260 (“ASC 260”), Earnings per Share. ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS, but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, warrants and restricted stock) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. There were 44,260 and no potential common shares related to performance-based restricted stock units that were excluded from the calculation of diluted EPS for the year ended December 31, 2022 and 2021 because their effect would have been anti-dilutive. There were 62,026 and no anti-dilutive potential common shares for the year ended December 31, 2022 and 2021, respectively, related to restricted stock units. The following table sets forth the computation of basic and diluted EPS:


	Year Ended December 31,
($ in thousands, except share and per share data)		2022		2021		2020
Numerator:
Net income (loss) attributable to HF Foods Group Inc.		$	460	$	22,145	$	(343,512)
Denominator:
Weighted-average common shares outstanding		53,757,162		51,918,323		52,095,585
Effect of dilutive securities		106,286		173,499		—
Weighted-average dilutive shares outstanding		53,863,448		52,091,822		52,095,585
Earnings (loss) per common share:
Basic		$	0.01	$	0.43	$	(6.59)
Diluted		$	0.01	$	0.43	$	(6.59)

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

Note 13 - Income Taxes

The provision (benefit) for income taxes of the Company for the years ended December 31, 2022, 2021 and 2020 consists of the following:


	Year Ended December 31,
(In thousands)	2022		2021		2020
Current:
Federal	$	3,620	$	9,044	$	1,245
State	1,161		2,329		(54)
Current income taxes	4,781		11,373		1,191
Deferred income benefit:
Federal	(4,321)		(2,823)		(2,917)
State	(691)		(4,047)		(2,999)
Deferred income benefit:	(5,012)		(6,870)		(5,916)
Total (benefit) provision for income taxes	$	(231)	$	4,503	$	(4,725)

The Company's effective income tax rates for the years ended December 31, 2022, 2021 and 2020 were (5,148.7)%, 16.6% and 1.4%, respectively. The determination of the Company’s overall effective income tax rate requires the use of estimates. The effective income tax rate reflects the income earned and taxed in U.S. federal and various state jurisdictions based on enacted tax law, permanent differences between book and tax items, tax credits and the Company’s change in relative income in each jurisdiction. Due to the changes in the Company's business activities, the Company has updated certain state filing methodologies and related state apportionment which resulted in a change in the state tax rate used in measuring deferred income taxes as of December 31, 2022. This change had a favorable impact on the Company's effective tax rate for the year ended December 31, 2022. Changes in tax laws and rates may affect recorded deferred tax assets and liabilities and the Company’s effective income tax rate in the future. The Company has no operations outside the U.S., as such, no foreign income tax was recorded.

Temporary differences and carryforwards of the Company that created significant deferred tax assets and liabilities are as follows:


(In thousands)	December 31, 2022		December 31, 2021
Deferred tax assets:
Allowance for expected credit losses	$	301	$	202
Inventories	1,185		644

State net operating loss	38		161
Equity compensation	467		132
Compensation related accruals	1,031		638
Guarantee liability	1,528		—
Fair value change in interest rate swap contracts	—		67
Leases	6,553		6,065
Accrued expenses	304		24
Total deferred tax assets	11,407		7,933
Deferred tax liabilities:
Property and equipment	(5,845)		(5,400)
Intangible assets	(35,740)		(38,890)
Right of use assets	(3,466)		(2,949)
Equity investments	(649)		(149)
Fair value change in interest rate swap contracts	(150)		—
Total deferred tax liabilities	(45,850)		(47,388)
Net deferred tax liabilities	$	(34,443)	$	(39,455)

Reconciliations of the statutory income tax rate to the effective income tax rate are as follows:


	Year Ended December 31,
	2022		2021		2020
Federal statutory tax rate (21%)	21.0	%	21.0	%	21.0	%
State statutory tax rate	3,963.2	%	5.8	%	0.7	%
Impact of goodwill impairment loss – permanent difference	—	%	—	%	(20.5)	%
U.S permanent differences	207.1	%	1.9	%	—	%
Noncontrolling interest	3,164.6	%	—	%	—	%
Rate change	(2,566.3)	%	(13.7)	%	—	%
Uncertain tax positions	(10,573.0)	%	0.6	%	—	%

Other	634.7	%	1.0	%	0.2	%
Income tax (benefit) provision	(5,148.7)	%	16.6	%	1.4	%

The Company has no federal net operating loss ("NOL") carryovers and $0.8 million state NOL carryovers as of December 31, 2022. State NOL carryovers can be carried forward indefinitely. Approximately $2.0 million of total state NOL carryovers were utilized in the year ended December 31, 2022.

Unrecognized Tax Benefits


	Year Ended December 31,
(In thousands)	2022		2021		2020
Total unrecognized tax benefits on January 1,	$	752	$	752	$	646
Decrease related to positions taken on items from prior years	(402)		—		—

Increase related to positions taken in the current year	—		—		106

Total unrecognized tax benefits on December 31,	$	350	$	752	$	752

It is reasonably possible that $0.2 million of the total uncertain tax benefits will reverse within the next 12 months. The total amount of unrecognized tax benefits that would affect the effective tax rate if recognized is $0.4 million, $0.8 million and $0.8 million as of December 31, 2022, 2021 and 2020, respectively. Due to the statute of limitations expiring, the unrecognized tax liability for the tax year ended December 31, 2018 was reversed, which was recorded in income tax (benefit) provision on the consolidated financial statements, in the amounts of $0.4 million as of December 31, 2022. As of December 31, 2022 and 2021, the Company had accrued penalties of $50,000 and $93,000, respectively and accrued interest of $34,000 and $62,000, respectively. During the year ended December 31, 2022, the Company reversed accrued penalties and accrued interest of $43,000 and $28,000, respectively. The Company recognized the reversal of interest accrued related to unrecognized tax benefits and penalties as income tax benefit.

The Company is subject to taxation in the United States and various states. As of December 31, 2022, tax years for 2019 through 2021 are subject to examination by the tax authorities.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

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+ Details

Related Party Transactions

12 Months Ended

Dec. 31, 2022

Related Party Transactions

Note 14 - Related Party Transactions

The Company makes regular purchases from and sales to various related parties. Related party affiliations were attributed to transactions conducted between the Company and those business entities partially or wholly owned by the Company, the Company's officers and/or shareholders who owned no less than 10% shareholdings of the Company.

Mr. Zhou Min Ni (“Mr. Ni”) and Mr. Zhang were the Co-Chief Executive Officers as of December 31, 2020 and 2019. Mr. Ni subsequently resigned from all of his official posts on February 23, 2021. Mr. Zhang became the sole Chief Executive. Mr. Ni and his immediate family members are treated as related parties for purposes of this report because Mr. Ni is a principal holder of the Company's securities.

North Carolina Good Taste Noodle, Inc. ("NC Noodle") is a related party due to Mr. Jian Ming Ni's, a former Chief Financial Officer of the Company, continued ownership interest in NC Noodle.

Revolution Industry, UGO and BRGR were also considered Unconsolidated VIEs as discussed further in Note 3 - Variable Interest Entities.

The related party transactions as of December 31, 2022 and 2021 and for the years ended December 31, 2022, 2021 and 2020 are identified as follows:

Related Party Sales, Purchases, and Lease Agreements

Purchases

Below is a summary of purchases of goods and services from related parties recorded for the years ended December 31, 2022 2021, and 2020, respectively:


			Year Ended December 31,
	(In thousands)	Nature	2022		2021		2020
(a)	Allstate Trading Company, Inc.	Trade	$	—	$	—	$	309
(b)	Best Food Services, LLC	Trade	10,514		8,341		5,830
(c)	Eagle Food Services, LLC	Trade	—		4		101
(a)	Eastern Fresh NJ, LLC	Trade	1,093		5,509		4,509
(a)	Enson Group, Inc. (formerly as Enson Group, LLC)	Trade	—		128		143
(d)	First Choice Seafood, Inc.	Trade	134		322		455
(d)	Fujian RongFeng Plastic Co., Ltd	Trade	372		3,108		3,617
(e)	Hanfeng (Fujian) Information Technology Co., Ltd.	Service	—		—		997
(a)	Hanfeng Information Technology (Jinhua), Inc.	Service	—		122		1,135
(a)	N&F Logistics, Inc.	Trade	—		3		369
(f)	North Carolina Good Taste Noodle, Inc.	Trade	7,227		5,520		3,986
(a)	Ocean Pacific Seafood Group, Inc.	Trade	589		452		568

(g)	Revolution Industry, LLC	Trade	—		190		2,362
(a)	UGO USA, Inc.	Trade	—		212		644
(h)	Union Foods, LLC	Trade	—		—		1,247
	Other	Trade	332		133		90
	Total		$	20,261	$	24,044	$	26,362

_______________

(a)Mr. Ni owns an equity interest in this entity.

(b)Mr. Zhang previously owned an equity interest in this entity indirectly through its parent company as of October 31, 2020. This equity interest was transferred to three Irrevocable Trusts for the benefit of Mr. Zhang's children effective November 1, 2020.

(c)Tina Ni, one of Mr. Ni’s family members, owns an equity interest in this entity indirectly through its parent company.

(d)Mr. Ni owns an equity interest in this entity indirectly through its parent company.

(e)Mr. Ni previously owned an equity interest in this entity. Mr. Ni disposed of his equity interest on September 29, 2020.

(f)Mr. Jian Ming Ni, former Chief Financial Officer owns an equity interest in this entity. Mr. Zhou Min Ni previously owned an equity in this entity as of 12/31/2019. The Company has been informed by Mr. Zhou Min Ni that his equity interest was disposed of on 1/1/2020.

(g)Raymond Ni, one of Mr. Ni’s family members, owned an equity interest in this entity. On February 25, 2021, the Company executed an asset purchase agreement to acquire the machinery and equipment of Revolution Industry, LLC ("RIL"). The Company acquired substantially all of the operating assets used or held for use in such business operation for the amount of $250,000 plus the original wholesale purchase value of all verified, useable cabbage and egg roll mix inventory of RIL. Advances due from RIL at the time of transaction were an offset to the purchase price paid to RIL. Going forward, the Company has taken the egg roll production business in house and ceased its vendor relationship with RIL.

(h)Tina Ni, one of Mr. Ni’s family members, owns an equity interest in this entity. Anthony Zhang, one of Mr. Zhang's family members, owns an equity interest in this entity.

Services rendered by Hanfeng (Fujian) Information Technology Co. Ltd. relate to outsourced sales call center services. Fees for services are based on a percentage of sales generated as defined in the agreement. From time to time such services are subcontracted to Hanfeng Information Technologies (Jinhua), Inc.

Sales

Below is a summary of sales to related parties recorded for the years ended December 31, 2022, 2021 and 2020, respectively:


		Year Ended December 31,
	(In thousands)	2022		2021		2020
(a)	ABC Food Trading, LLC	$	3,949	$	2,642	$	1,871
(b)	Asahi Food, Inc.	639		704		465
(c)	Best Food Services, LLC	1,285		792		337
(d)	Eagle Food Service, LLC	879		2,864		4,605
(e)	Eastern Fresh NJ, LLC	—		155		1,602
(e)	Enson Group, Inc. (formerly as Enson Group, LLC)	—		101		308
(e)	Enson Philadelphia, Inc.	—		—		126
(e)	Enson Seafood GA, Inc. (formerly as GA-GW Seafood, Inc.)	—		573		493
(f)	First Choice Seafood, Inc.	35		99		1,378
(f)	Fortune One Foods, Inc.	115		418		311
(e)	Heng Feng Food Services, Inc.	—		163		669
(e)	N&F Logistics, Inc.	40		531		1,027
	Others	—		13		116
	Total	$	6,942	$	9,055	$	13,308

_______________

(a)Mr. Zhang previously owned an equity interest in this entity indirectly through its parent company as of October 31, 2020. This equity interest was transferred to three Irrevocable Trusts for the benefit of Mr. Zhang's children effective November 1, 2020.

(b)The Company, through its subsidiary MF, owns an equity interest in this entity.

(c)Mr. Zhang previously owned an equity interest in this entity indirectly through its parent company as of October 31, 2020. This equity interest was transferred to three Irrevocable Trusts for the benefit of Mr. Zhang's children effective November 1, 2020.

(d)Tina Ni, one of Mr. Ni’s family members, owns an equity interest in this entity indirectly through its parent company.

(e)Mr. Ni owns an equity interest in this entity.

(f)Mr. Ni owns an equity interest in this entity indirectly through its parent company.

Lease Agreements

The Company leases various facilities to related parties.

The Company leased a facility to NC Noodle under an operating lease agreement expiring in 2024. The lease agreement was terminated in connection with the sale of the facility on November 3, 2021. The building and related land was sold to NC Noodle for $0.8 million and a gain of $0.5 million. Rental income for the years ended December 31, 2021 and 2020 was $42,000 and $46,000, respectively, which is included in other income in the consolidated statements of operations and comprehensive income (loss).

The Company leased a facility to UGO USA Inc. under an operating lease agreement which was mutually terminated by both parties effective April 1, 2021. Rental income for the years ended December 31, 2021 and 2020 was $7,000 and $42,000, respectively, which is included in other income in the consolidated statements of operations and comprehensive income (loss).

The Company leased a facility to iUnited Services, LLC ("iUnited"), which has been determined to be a related party due to the equity ownership interest in iUnited of Mr. Jian Ming Ni, the Company's former Chief Financial Officer. The lease agreement was terminated in connection with the sale of the facility on November 3, 2021. The building and related land was sold to iUnited for $1.5 million and a gain of $0.8 million. Rental income for the years ended December 31, 2021 and 2020 was $50,000 and $25,000, respectively, which is included in other income in the consolidated statements of operations and comprehensive income (loss).

The Company leased a warehouse to Enson Seafood GA Inc. (formerly GA-GW Seafood, Inc.) under an operating lease agreement expiring on September 21, 2027. Rental income for the years ended December 31, 2022, 2021 and 2020 was $0.2 million, $0.5 million and $0.5 million, respectively, which is included in other income in the consolidated statements of operations and comprehensive income (loss). On May 18, 2022, the Company sold the warehouse to Enson Seafood GA Inc., a

related party, for approximately $7.2 million, recognized a gain of $1.5 million and used a portion of the proceeds to pay the outstanding balance of the Company's $4.5 million loan with First Horizon Bank.

The Company leased a production area to Revolution Industry, LLC under a $3,000 month-to-month lease agreement. The lease agreement was terminated as a result of the asset purchase agreement executed on February 25, 2021. Rental income recorded for the years ended December 31, 2021 and 2020 was $6,000 and $39,000, which is included in other income in the consolidated statements of operations and comprehensive income (loss).

The Company leased warehouses from related parties owned by the majority shareholder of B&R Global prior to the Realty Acquisition on January 17, 2020. Before the Realty Acquisition, the CEO of the Company, Mr. Zhang, managed and owned 8.91% interest in BRGR. Rent incurred related to the BRGR related parties from January 1, 2020 to January 16, 2020 was $188,000, which is included in other income in the consolidated statements of operations and comprehensive income (loss).

In 2020, the Company renewed a warehouse lease from Yoan Chang Trading Inc. under an operating lease agreement expired on December 31, 2020. In February 2021, the Company executed a new five-year operating lease agreement with Yoan Chang Trading Inc., effective January 1, 2021 and expiring on December 31, 2025. Rent incurred was $0.3 million, $0.3 million and $0.1 million for the years ended December 31, 2022, 2021 and 2020, respectively, which is included in Distribution, selling and administrative expenses in the consolidated statements of operations and comprehensive income (loss).

Related Party Balances

Accounts Receivable - Related Parties, Net

Below is a summary of accounts receivable with related parties recorded as of December 31, 2022 and 2021, respectively:


	(In thousands)	December 31, 2022		December 31, 2021
(a)	ABC Food Trading, LLC	$	—	$	76
(b)	Asahi Food, Inc.	81		72
(c)	Eagle Food Service, LLC	69		16
(d)	Enson Seafood GA, Inc. (formerly as GA-GW Seafood, Inc.)	59		24
(e)	Fortune One Foods, Inc.	4		24
(d)	Heng Feng Food Services, Inc.	—		18

(f)	North Carolina Good Taste Noodle, Inc.	—		15
	Others	—		4
	Total	$	213	$	249

_______________

(b)The Company, through its subsidiary MF, owns an equity interest in this entity.

(c)Tina Ni, one of Mr. Ni’s family members, owns an equity interest in this entity indirectly through its parent company.

(d)Mr. Ni owns an equity interest in this entity.

(e)Mr. Ni owns an equity interest in this entity indirectly through its parent company.

(f)Mr. Jian Ming Ni, former Chief Financial Officer owns an equity interest in this entity.

The Company has reserved for 80% of the accounts receivable for Enson Seafood GA, Inc, all other accounts receivable from these related parties are current and considered fully collectible. No other allowance is deemed necessary as of December 31, 2022 and 2021.

Accounts Payable - Related Parties

All the accounts payable to related parties are payable upon demand without interest. Below is a summary of accounts payable with related parties recorded as of December 31, 2022 and 2021, respectively:


	(In thousands)	December 31, 2022		December 31, 2021
(a)	Best Food Services, LLC	$	729	$	699
(b)	Eastern Fresh NJ, LLC	—		581
(c)	Fujian RongFeng Plastic Co., Ltd	—		20



(d)	North Carolina Good Taste Noodle, Inc.	731		595


	Others	69		46
	Total	$	1,529	$	1,941

_______________

(a)Mr. Zhang previously owned an equity interest in this entity indirectly through its parent company as of October 31, 2020. This equity interest was transferred to three Irrevocable Trusts for the benefits of Mr. Zhang's children effective November 1, 2020.

(b)Mr. Ni owns an equity interest in this entity.

(c)Mr. Ni owns an equity interest in this entity indirectly through its parent company.

(d)Mr. Jian Ming Ni, former Chief Financial Officer owns an equity interest in this entity.

Promissory Note Payable - Related Party

The Company issued a $7.0 million Unsecured Subordinated Promissory Note ("Promissory Note") to BRGR. The note bears an interest rate of 6% per annum that matures in January 2030. The Promissory Note issued to BRGR in January 2020 was part of the payment to acquire 100% equity membership interest in nine subsidiaries of BRGR (Refer to Note 8 - Acquisitions). The Promissory Note has no requirement to make principal repayments until maturity and there is no prepayment penalty should the Company elect to prepay the principal, in part or in full, prior to maturity, subject to meeting certain repayment provisions as defined in the JPM Credit Agreement. During the year ended December 31, 2022, the Company paid the remaining $4.5 million principal balance of this related party promissory note payable. As of December 31, 2022 and 2021, the outstanding balance was nil and $4.5 million, respectively, and there was no accrued interest payable. Principal and interest payments were $4.6 million and $2.9 million for the years ended December 31, 2022 and 2021, respectively.

Notes Receivable - Related Parties and Other

On September 30, 2019, the Company and Mr. Ni entered into a Loan Purchase and Sale Agreement (the "Loan Sale Agreement"). Pursuant to the Loan Sale Agreement, all outstanding notes receivable, having then a combined outstanding balance of $8.4 million ("Total Notes Receivable"), were sold to Mr. Zhou Min Ni in exchange for 632,746 shares of common stock of the Company, which shares were received and recorded in treasury stock by the Company. In connection with the sale of the above notes, the Company also required 208,806 additional shares of common stock of the Company owned by Mr. Ni to be placed in an escrow account for a period of one year until September 30, 2020 (the “Escrow Period”), which would then be delivered to the Company in part or in full, if the volume weighted average price ("VWAP") of the Company’s common stock for the 250-trading-day period immediately preceding the expiration of the Escrow Period is less than $13.30.

On October 9, 2020, in accordance with the terms of the Loan Sale Agreement, the Company and Mr. Ni determined and agreed that the 250-day VWAP was $10.59, and that, therefore, 161,966 of the Escrow Shares were transferred to and recorded as treasury stock by the Company and the remaining 46,840 Escrow Shares were returned to Mr. Ni. Following which, the Total Notes Receivable guaranteed by Mr. Ni was considered fully settled.

As of December 31, 2018, the Company had a promissory note agreement with Feilong Trading, Inc, ("Feilong"). Pursuant to the promissory note agreement, Feilong was permitted to borrow up to $4.0 million. The note bore interest at the rate of 5% per annum on the unpaid balance, compounded monthly. The Company’s former Chairman and Co-CEO, Zhou Min Ni agreed to personally guarantee the repayment of all outstanding balances relating to this note receivable.

On September 30, 2019, the Company and Mr. Ni entered into a Loan Purchase and Sale Agreement (the "Feilong Loan Sale Agreement"). Pursuant to the Feilong Loan Sale Agreement, the entire outstanding balance of $3.6 million owed by Feilong to the Company was sold to Mr. Ni in exchange for 272,369 shares of common stock of the Company, which shares were received and recorded as treasury stock by the Company. In connection with the sale of this note receivable, the Company also required 89,882 additional shares of the Company's common stock owned by Mr. Ni to be placed in an escrow account for a period of one year until September 30, 2020 (the “Feilong Escrow Period”), which would then be delivered to the Company in part or in full, if the VWAP of the Company’s common stock for the 250-trading-day period immediately preceding the expiration of the Feilong Escrow Period was less than $13.30.

On October 9, 2020, in accordance with the terms of the Feilong Loan Sale Agreement, the Company and Mr. Ni determined and agreed that the 250-day VWAP immediately preceding September 30, 2020 was $10.59, and consequently, 69,719 of the

Escrow Shares were transferred to and recorded as treasury stock by the Company, and the remaining 20,163 Escrow Shares were returned to Mr. Ni. Following this event, the balance due from Feilong to the Company was considered fully settled.

The Company retired all treasury stock as of December 31, 2020.

Stock-Based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Note 15 - Stock-Based Compensation

The Company has a stock-based employee compensation plan, known as the HF Foods Group Inc. 2018 Omnibus Equity Incentive Plan (the “2018 Incentive Plan”). The 2018 Incentive Plan allows for up to 3,000,000 shares of common stock reserved for issuance of awards to employees, non-employee directors, and consultants. The 2018 Incentive Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, other stock awards, and performance awards that may be settled in stock, or other property. The Company began issuing awards under the 2018 Incentive Plan in February 2021.

As of December 31, 2022, the Company had 598,325 time-based vesting restricted stock units (“RSUs”) unvested, 382,662 performance-based restricted stock units (“PSUs”) unvested, 162,510 shares of common stock vested and 1,856,503 shares remaining available for future awards under the 2018 Incentive Plan.

RSUs granted to employees vest over time based on continued service (vesting over a period between one to three years in equal installments). PSUs granted to employees vest based on (i) the attainment of certain financial metrics, as defined by the Company's compensation committee (“Financial PSUs”) and (ii) for the 2021 grants, total shareholder return of the Company’s common stock (“TSR PSUs”). Both types of PSUs vest over three years in equal installments based on the performance metrics established for each year and also require continued service for vesting.

A summary of RSU and PSU activity for the year ended December 31, 2022 is as follows:


	Shares	Weighted Average Grant Date Fair Value
Unvested RSUs at December 31, 2021	352,920	$	6.19
Granted	424,386	5.04
Forfeited	(36,322)	6.42
Vested	(142,659)	6.09
Unvested RSUs at December 31, 2022	598,325	5.39


	Shares	Weighted Average Grant Date Fair Value
Unvested PSUs at December 31, 2021	143,278	$	5.94
Granted	303,263	4.76
Forfeited	(44,028)	5.72
Vested	(19,851)	7.39
Unvested PSUs at December 31, 2022	382,662	4.95

The Company accounts for stock-based compensation in accordance with ASC 718 Compensation - Stock Compensation (“ASC 718”). ASC 718 addresses all forms of share-based payment awards including shares issued under employee stock purchase plans and stock incentive shares. The fair value of the RSUs and Financial PSUs are measured using the closing price of the Company’s common stock on NASDAQ Global Capital Market on the date preceding grant date. The fair value of the TSR PSUs are determined using a Monte Carlo simulation model. No TSR PSUs were granted during the year ended December 31, 2022. The assumptions used to estimate the fair value of the TSR PSUs granted during the years ended December 31, 2021 and valued under the Monte Carlo simulation model were as follows:


												2021 PSU Grants
Risk-free interest rate												0.20% - 0.34%
Expected dividend yield												0.00%
Expected term (years)												2.56 - 3.15
Expected volatility (1)												62.08% - 65.74%

_______________

(1)Expected volatility is based on a 50/50 blending of (i) the average historical volatility of a select group of industry peers with a look-back period equal to the expected term, and (ii) the historical volatility of the Company with a look-back period of 0.75 years - 1.17 years, the time from the valuation date to the date six months after the completion of the merger with B&R Global, using daily stock prices. The expected volatility of peer companies was 54.96% – 63.45%. The expected volatility of the Company's common stock was 66.10% – 69.19%.

The fair value of RSUs are amortized on a straight-line basis over the requisite service period for each award. For the PSUs, the Company recognizes stock-based compensation expense on a straight-line basis for each vesting tranche over the longer of the derived, explicit, or implicit service period for the vesting tranche. As of interim and annual reporting periods, the Financial PSUs stock-based compensation expense is adjusted based on expected achievement of performance targets, while TSR PSUs stock-based compensation expense is not adjusted. The Company recognizes forfeitures as they occur.

Stock-based compensation expense is included in distribution, selling and administrative expenses in the Company's consolidated statements of operations and comprehensive income (loss). The components of stock-based compensation expense for the years ended December 31, 2022 and 2021 were as follows:


	Year Ended December 31,
(In thousands)		2022				2021
Stock-based compensation (RSUs) expense				$	897			$	405
Stock-based compensation (PSUs) expense				360				230
Total stock-based compensation expense		$	1,257			$	635

Tax benefit of stock-based compensation expense				$	366			$	132

For the year ended December 31, 2020, there was no stock-based compensation expense.

As of December 31, 2022, there was $4.2 million of total unrecognized compensation cost related to all non-vested outstanding RSUs and PSUs outstanding under 2018 Incentive Plan, with a weighted average remaining service period of 2.8 years. Of the total unrecognized compensation cost, $2.7 million is related to RSUs with time-based vesting provisions and $1.5 million is related to PSUs with performance and market-based vesting provisions.

Employee Benefit Plan	12 Months Ended
Employee Benefit Plan	Dec. 31, 2022
Retirement Benefits [Abstract]
Employee Benefit Plan	Note 16 - Employee Benefit PlanThe Company sponsors a defined contribution plan, the HF Foods Group, Inc. Employees 401(k) Savings Plan (the “401(k) Plan”). Under the 401(k) Plan, after six months of service, eligible employees may elect to defer up to 92% of their compensation before taxes, up to the dollar limit imposed by the Internal Revenue Service for tax purposes. The Company matches 100% of the first 3% of the participant’s deferred compensation plus 50% of the amount contributed between 3% and 5% of the participant’s deferred compensation. 401(k) Plan participants vest in matching contributions received from the Company at the rate of 20% per year for each full year of service starting from their second year of service, such that the participants become 100% vested after six years of service. For the years ended December 31, 2022, 2021 and 2020, the Company expensed $432,000, $240,000 and $25,000, respectively, and were recorded in distribution, selling and administrative expenses.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (r)(2)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

+ Details

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 17 - Commitments and Contingencies From time to time, the Company is a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. When the Company becomes aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. In accordance with authoritative guidance, the Company records loss contingencies in its financial statements only for matters in which losses are probable and can be reasonably estimated. Where a range of loss can be reasonably estimated with no best estimate in the range, the Company records the minimum estimated liability. If the loss is not probable or the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the specific claim if the likelihood of a potential loss is reasonably possible and the amount involved is material. The Company continuously assesses the potential liability related to its pending litigation and revises its estimates when additional information becomes available. Adverse outcomes in some or all of these matters may result in significant monetary damages or injunctive relief against the Company that could adversely affect its ability to conduct its business. There also exists the possibility of a material adverse effect on the Company’s financial statements for the period in which the effect of an unfavorable outcome becomes probable and reasonably estimable. As previously disclosed, in March 2020, an analyst report suggested certain improprieties in the Company’s operations, and in response to those allegations, the Company’s Board of Directors appointed a Special Committee of Independent Directors (the “Special Investigation Committee”) to conduct an internal independent investigation with the assistance of counsel. These allegations became the subject of two putative stockholder class actions filed on or after March 29, 2020 in the United States District Court for the Central District of California generally alleging the Company and certain of its current and former directors and officers violated the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder by making allegedly false and misleading statements (the “Class Actions”). These Class Actions have since been dismissed and are now closed. In addition, the SEC initiated a formal, non-public investigation of the Company, and the SEC informally requested, and later issued a subpoena for, documents and other information. The subpoena relates to but is not necessarily limited to the matters identified in the Class Actions. The Special Investigation Committee and the Company are cooperating with the SEC. On May 20, 2022, the Board of Directors of HF Group received a letter from a stockholder, James Bishop (the “Bishop Demand”). The Bishop Demand alleges that certain current and former officers and directors of HF Group engaged in misconduct and breached their fiduciary duties, and demands that HF Group investigate the allegations and, if warranted, assert claims against those current or former officers and directors. Many of the allegations contained in the Bishop Demand were the subject of the Class Actions. On June 30, 2022, the Board of Directors of HF Group resolved to form a special committee (the “Special Litigation Committee”) comprised of independent directors and advised by counsel to analyze and evaluate the allegations in the Bishop Demand in order to determine whether the Company should assert any claims against the current or former officers and directors. On August 19, 2022, James Bishop filed a verified stockholder derivative complaint in the Court of Chancery of the State of Delaware (the “Delaware Action”), which asserts similar allegations to those set forth in the Bishop Demand. On September 21, 2022, Bishop and the Company filed a stipulation to stay the Delaware Action for 90 days, which the court granted on September 22, 2022. On December 20, 2022, Bishop and the Company filed a stipulation to extend the stay of the Delaware Action for an additional 60 days, which the court granted on December 21, 2022. On March 15, 2023, the Court of Chancery entered an order approving a joint stipulation submitted by Bishop and HF Foods to stay the case for an additional 60 days. The Special Litigation Committee is in the process of analyzing and evaluating the claims alleged in the Bishop Demand and Delaware Action, and has not determined whether any claims should be asserted or the probability of recovery for such claims. While the SEC investigation is ongoing, the Special Investigation Committee has made certain factual findings based on evidence adduced during its investigation, and made recommendations to management regarding improvements to Company operations and structure, including but not limited to its dealings with related parties. The Company is working to implement those improvements. As with any SEC investigation, there is also the possibility of potential fines and penalties. At this time, however, there has not been any demand made by the SEC nor is it possible to estimate the amount of any such fines and penalties, should they occur.

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 18 - Subsequent Events The Company entered into an amortizing interest rate swap agreement, with an initial notional amount of $120.0 million, intended to hedge against future interest rate increases of certain long-term debt obligations of the Company. The interest rate swap became effective March 1, 2023 and continues through March 2028. Pursuant to the agreement, the Company will pay the swap counterparty a fixed rate of 4.11% in exchange for floating payments based on CME Term SOFR.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

Noncontrolling Interests

Use of Estimates

Uses of Estimates

Cash and Cash Equivalents

Accounts Receivable, net

Accounts Receivable, netAccounts receivable represent amounts due from customers in the ordinary course of business and are recorded at the invoiced amount and do not bear interest. Receivables are presented net of the allowance for expected credit losses in the accompanying consolidated balance sheets. The Company evaluates the collectability of its accounts receivable and determines the appropriate allowance for expected credit losses based on a combination of factors. The Company maintains an allowance for expected credit losses based on historic collection trends, write-offs and the aging of receivables. The Company uses specific criteria to determine uncollectible receivables to be written off, including, bankruptcy filings, the referral of customer accounts to outside parties for collection, and the length that accounts remain past due.

Inventories

Property and Equipment, net


						Estimated Useful Lives
Automobiles						3 to 7 years
Buildings and improvements						7 to 39 years
Furniture and fixtures						4 to 10 years
Machinery and equipment						3 to 10 years

Business Combinations

goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in earnings.

Goodwill

Intangible Assets, Net

Intangible Assets, net


						Estimated Useful Lives
Non-competition agreement						3 years
Tradenames						10 years
Customer relationships						10 to 20 years

Long-term Investments

The Company’s investments in unconsolidated entities consist of an equity investment and an investment without readily determinable fair value.

Impairment of Long-Lived Assets

Impairment of Long-lived Assets

Insurance and Claim Costs

Revenue Recognition

Cost of Revenue

Cost of revenue primarily includes inventory costs (net of vendor consideration, primarily in the form of rebates), inbound freight, customs clearance fees and other miscellaneous expenses.

Distribution, Selling and Administrative Expenses

Shipping and Handling Costs

Shipping and Handling CostsShipping and handling costs, which include costs related to the selection of products and their delivery to customers, are included in distribution, selling and administrative expenses.

Income Taxes

Leases

Derivative Financial Instruments

Derivative Financial InstrumentsIn accordance with the guidance in ASC Topic 815 ("ASC 815"), Derivatives and Hedging, derivative financial instruments are recognized as assets or liabilities on the consolidated balance sheets at fair value. The Company has not designated its interest rate swap ("IRS") contracts as hedges for accounting treatment. Pursuant to GAAP, income or loss from fair value changes for derivatives that are not designated as hedges by management are reflected as income or loss on the consolidated statements of operations and comprehensive income (loss). Net amounts received or paid under the interest rate swap contracts are recognized as an increase or decrease to interest expense when such amounts are incurred. The Company is exposed to credit loss in the event of nonperformance by the counterparty.

Concentrations and Credit Risk

Credit risk

The Company maintains cash balances with banks which at times exceed federally insured limits. The Company has not experienced any losses in such accounts

Segment Reporting

results and makes resource allocations on a consolidated basis and thus the Company has concluded it has one operating and reportable segment.

Recent Accounting Pronouncements

Description of Business (Tables)

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Condensed Statement of Operating and Comprehensive Income


	Consolidated Statement of Operations and Comprehensive Income (Loss)
(In thousands, except per share data)	As Previously Reported		Adjustments			As Restated
Year Ended December 31, 2020
Net revenue - third parties	$	553,409	$	115	(b)	$	553,524
Net revenue - related parties	13,423		(115)		(b)	13,308
Cost of revenue - third parties	453,706		94		(b)
			(454)		(d)	453,346
Cost of revenue - related parties	12,833		(94)		(b)	12,739
TOTAL COST OF REVENUE	466,539		(454)			466,085
GROSS PROFIT	100,293		454			100,747
Distribution, selling and administrative expenses	106,126		(476)		(a)
			454		(d)
			391		(e)
			(140)		(g)	106,355
Goodwill impairment loss	—		338,191		(f)	338,191
INCOME (LOSS) FROM OPERATIONS	(5,833)		(337,966)			(343,799)
Interest expense	(3,922)		(399)		(a)	(4,321)
Goodwill impairment loss	(338,191)		338,191		(f)	—
Other income	1,355		(119)		(c)
			(140)		(g)	1,096
Total other income (expense), net	(341,678)		337,533			(4,145)
INCOME (LOSS) BEFORE INCOME TAX	(347,512)		(432)			(347,944)
Income tax provision (benefit)	(4,831)		106		(i)	(4,725)
NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS)	(342,681)		(538)			(343,219)
NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO HF FOODS GROUP INC.	(342,974)		(538)			(343,512)
EARNINGS (LOSS) PER COMMON SHARE - BASIC	(6.58)		(0.01)		(h)	(6.59)
EARNINGS (LOSS) PER COMMON SHARE - DILUTED	(6.58)		(0.01)		(h)	(6.59)

Schedule of Condensed Cash Flow Statement

The following table summarizes the effect of the restatements on each category of cash flow for the year ended December 31, 2020, impacting the consolidated statements of cash flows:


	Consolidated Statement of Cash Flows
(In thousands)	As Previously Reported		Adjustment			As Restated
Year Ended December 31, 2020
Net cash provided by operating activities	$	44,131	$	1,562	(a)	$	45,693
Net cash used in investing activities	(94,411)		—			(94,411)
Net cash provided by financing activities	45,323		(1,562)		(a)	43,761

Schedule of Stockholders Equity

The effect of the restatements on the consolidated statements of changes in shareholders’ equity for the year ended December 31, 2020 is as follows:


	Common Stock			Treasury Stock			Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Total Shareholders’ Equity Attributable to HF Foods Group Inc.		Non-controlling Interests		Total Shareholders’ Equity
(In thousands, except share data)	Shares	Amount		Shares	Amount
As Previously Reported
Balance at 12/31/2019	53,050,211	$	5	(905,115)	$	(12,038)	$	599,617	$	15,824	$	603,408	$	4,249	607,657
Net (loss) income	—	—		—	—		—		(342,974)		(342,974)		293		(342,681)
Escrow shares transferred to and recorded as treasury stock	—	—		(231,685)	—		—		—		—		—		—
Retirement of treasury stock	(1,136,800)	—		1,136,800	12,038		(12,038)		—		—		—		—
Distribution to shareholders	—	—		—	—		—		—		—		(175)		(175)
Balance at 12/31/2020	51,913,411	$	5	—	$	—	$	587,579	$	(327,150)	$	260,434	$	4,367	$	264,801

Restatement Impacts
Balance at 12/31/2019	—	—		—	—		—		(741)		(741)		—		(741)
Net (loss) income	—	—		—	—		—		(538)		(538)		—		(538)
Escrow shares transferred to and recorded as treasury stock	—	—		—	—		—		—		—		—		—
Retirement of treasury stock	—	—		—	—		—		—		—		—		—
Distribution to shareholders	—	—		—	—		—		—		—		—		—
Balance at 12/31/2020	—	$	—	—	$	—	$	—	$	(1,279)	$	(1,279)	$	—	$	(1,279)

As Restated
Balance at 12/31/2019 (As Restated)	53,050,211	$	5	(905,115)	$	(12,038)	$	599,617	15,083		602,667		$	4,249	606,916
Net (loss) income (as restated)	—	—		—	—		—		(343,512)		(343,512)		293		(343,219)
Escrow shares transferred to and recorded as treasury stock	—	—		(231,685)	—		—		—		—		—		—
Retirement of treasury stock	(1,136,800)	—		1,136,800	12,038		(12,038)		—		—		—		—
Distribution to shareholders	—	—		—	—		—		—		—		(175)		(175)
Balance at 12/31/2020 (As Restated)	51,913,411	$	5	—	$	—	$	587,579	$	(328,429)	$	259,155	$	4,367	$	263,522

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of Noncontrolling Interest

As of December 31, 2022 and 2021, noncontrolling interest equity consisted of the following:


($ in thousands)	Ownership of noncontrolling interests at December 31, 2022		December 31, 2022		December 31, 2021

HF Foods Industrial, LLC ("HFFI")	45.00	%	$	204	$	462
Min Food, Inc.	39.75	%	1,704		1,363
Monterey Food Service, LLC	35.00	%	452		453
Ocean West Food Services, LLC	32.50	%	1,986		1,763
Syncglobal Inc.	43.00	%	90		—
Total			$	4,436	$	4,041

Schedule of Useful Lives of Property, Plant, and Equipment

Following are the estimated useful lives of the Company’s property and equipment:


						Estimated Useful Lives
Automobiles						3 to 7 years
Buildings and improvements						7 to 39 years
Furniture and fixtures						4 to 10 years
Machinery and equipment						3 to 10 years

Schedule of Finite-lived Intangible Assets, Useful Life

The estimated useful lives of intangible assets are as follows:


						Estimated Useful Lives
Non-competition agreement						3 years
Tradenames						10 years
Customer relationships						10 to 20 years

Revenue (Tables)

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

The following table presents the Company's net revenue disaggregated by principal product categories:


	Year Ended December 31,
($ in thousands)	2022				2021
Seafood	$	354,220	30	%	$	123,808	16	%
Asian Specialty	299,215		26	%	236,489		29	%
Meat and Poultry	238,276		20	%	214,504		27	%
Fresh Produce	126,560		11	%	103,168		13	%
Packaging and Other	84,489		7	%	69,187		9	%
Commodity	67,707		6	%	49,728		6	%
Total	$	1,170,467	100	%	$	796,884	100	%

Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2022

Balance Sheet Components [Abstract]

Schedule of Accounts, Notes, Loans and Financing Receivable

Accounts receivable, net consisted of the following:


(In thousands)	December 31, 2022		December 31, 2021
Accounts receivable	$	45,628	$	37,121
Less: allowance for expected credit losses	(1,442)		(840)
Accounts receivable, net	$	44,186	$	36,281

Schedule of Financing Receivable, Allowance for Credit Loss

Movement of allowance for expected credit losses was as follows:


	Year Ended December 31,
(In thousands)	2022		2021		2020
Beginning balance	$	840	$	909	$	624
Adjustment for adoption of the new CECL standard (Note 2)	690		—		—
Increase (decrease) in provision for expected credit losses	82		(433)		1,338
Bad debt recovery (write-offs)	(170)		364		(1,053)
Ending balance	$	1,442	$	840	$	909

Schedule of Property and Equipment

Property and equipment, net consisted of the following:


(In thousands)	December 31, 2022		December 31, 2021
Automobiles	$	34,891	$	31,577
Buildings	63,045		68,998
Building improvements	20,637		19,004
Furniture and fixtures	444		211
Land	49,929		51,412
Machinery and equipment	17,210		14,114
Subtotal	186,156		185,316
Less: accumulated depreciation	(45,826)		(39,408)
Property and equipment, net	$	140,330	$	145,908

Schedule of Long-Term Investments

Long-term investments consisted of the following:


($ in thousands)	Ownership as of December 31, 2022	December 31, 2022		December 31, 2021
Asahi Food, Inc. ("Asahi")	49%	$	879	$	662
Pt. Tamron Akuatik Produk Industri ("Tamron")	12%	1,800		1,800
Total long-term investments		$	2,679	$	2,462

Schedule of Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following:


(In thousands)	December 31, 2022		December 31, 2021
Accrued compensation	$	6,798	$	5,038
Accrued professional fees	3,866		349
Accrued income taxes	—		1,908
Accrued interest and fees	1,082		205
Self-insurance liability	1,286		1,008
Accrued other	6,616		3,630
Total accrued expenses and other liabilities	$	19,648	$	12,138

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of Fair Value Measurements, Assets and Liabilities

The following table presents the Company's hierarchy for its assets and liabilities measured at fair value on a recurring basis as of the dates indicated:


	December 31, 2022								December 31, 2021
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs				Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(In thousands)
Assets:
Derivative instruments	$	—	$	530	$	—	$	530	$	—	$	—	$	—	$	—

Liabilities:
Derivative instruments	$	—	$	—	$	—	$	—	$	—	$	287	$	—	$	287

Schedule of Debt Securities, Carrying Value and Fair Value

The following table presents the carrying value and estimated fair value of the Company’s outstanding debt as described in Note 11 - Debt of the Notes to the Consolidated Financial Statements, including the current portion, as of the dates indicated:


	December 31, 2022					December 31, 2021
	Carrying Value		Fair Value		Level	Carrying Value		Fair Value		Level
	($ in millions)
Fixed rate debt:
Promissory note payable to related party	$	—	$	—		$	4.5	$	3.4	Level 3
Bank of America	1.9		1.6		Level 3	2.7		2.4		Level 3
East West Bank	2.4		1.8		Level 3	2.5		2.0		Level 3
First Horizon Bank	—		—			4.5		3.6		Level 3
Other finance institutions	0.2		0.2		Level 3	0.8		0.8		Level 3
Variable rate debt:
JPMorgan	111.4		111.4		Level 2	70.8		70.8		Level 2
Bank of America	2.3		2.3		Level 2	2.5		2.5		Level 2
East West Bank	3.5		3.5		Level 2	3.5		3.5		Level 2

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Schedule of Components of Lease Expense

The components of operating lease expense were as follows:


	Year Ended December 31,
($ in thousands)	2022		2021		2020
Operating lease cost	$	4,045	$	967	$	785
Short-term lease cost	$	1,037	$	1,699	$	1,424

Weighted average remaining lease term (months)	47		56		40

Weighted average discount rate	3.8%		3.9%		5.6%


	Year Ended December 31,
(In thousands)	2022		2021		2020
Operating cash flows from operating leases	$	4,005	$	822	$	799

Finance Leases

The components of lease expense were as follows:


	Year Ended December 31,
(In thousands)	2022		2021		2020
Finance leases cost:
Amortization of ROU assets	$	2,808	$	2,416	$	1,978
Interest on lease liabilities	787		820		492
Total finance leases cost	$	3,595	$	3,236	$	2,470

Schedule of Operating and Finance Leases, Supplemental Cash Flow Information

Supplemental cash flow information related to finance leases was as follows:


	Year Ended December 31,
(In thousands)	2022		2021		2020
Operating cash flows from finance leases	$	670	$	701	$	492

Schedule of Operating and Finance Leases, Supplemental Balance Sheet Information

Supplemental balance sheet information related to finance leases was as follows:


($ in thousands)	December 31, 2022			December 31, 2021
Property and equipment, at cost	$	20,339		$	18,412
Accumulated depreciation	(7,615)			(5,127)
Property and equipment, net	$	12,724		$	13,285

Weighted average remaining lease term (months)	215			215

Weighted average discount rate	5.7		%	5.8		%

Schedule of Operating Lease Maturities

Maturities of lease liabilities are as follows:


	Operating Leases
(In thousands)	Related Party(1)		Third Party		Total		Finance Leases
Year Ended December 31,
2023	$	312	$	3,828	$	4,140	$	2,844
2024	321		3,444		3,765		2,010
2025	331		3,343		3,674		1,399
2026	—		3,207		3,207		1,018
2027	—		545		545		752
Thereafter	—		—		—		16,839
Total lease payments	964		14,367		15,331		24,862
Less: Imputed interest	(52)		(1,012)		(1,064)		(11,167)
Total	$	912	$	13,355	$	14,267	$	13,695

The estimated future minimum lease payments as of December 31, 2022 are presented below:



(In thousands)	Amount
Year Ended December 31,

2023	$	543
2024	582
2025	604
2026	621
2027	638
Thereafter	4,478
Total	7,466
Less: Imputed interest	(1,706)
Total minimum lease payments	$	5,760

Schedule of Finance Lease Maturities

Maturities of lease liabilities are as follows:


	Operating Leases
(In thousands)	Related Party(1)		Third Party		Total		Finance Leases
Year Ended December 31,
2023	$	312	$	3,828	$	4,140	$	2,844
2024	321		3,444		3,765		2,010
2025	331		3,343		3,674		1,399
2026	—		3,207		3,207		1,018
2027	—		545		545		752
Thereafter	—		—		—		16,839
Total lease payments	964		14,367		15,331		24,862
Less: Imputed interest	(52)		(1,012)		(1,064)		(11,167)
Total	$	912	$	13,355	$	14,267	$	13,695

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The total consideration paid to acquire the assets and liabilities of Sealand, as set forth below:


(In thousands)	Amount
Inventory	$	13,846
Property plant, and equipment	1,424
Right-of-use assets	127
Intangible assets	14,717
Total assets acquired	30,114

Obligations under operating leases	127
Total liabilities assumed	127
Net assets	29,987
Goodwill	4,861
Total consideration	$	34,848

The following table presents the allocation of the total consideration paid to acquire the assets and liabilities of the Great Wall Group:


(In thousands)	Amount
Inventory	$	24,728
Property plant, and equipment	1,537
Intangible assets	30,145
Total assets acquired	56,410




Goodwill	11,745
Total consideration	$	68,155

The following table presents the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition:


(In thousands)	Amount
Cash	$	266
Automobile	34
Prepaid expenses	39
Land	48,734
Buildings	53,564
Total assets acquired	102,637

Accounts payable and accrued expenses	1,367
Total liabilities assumed	1,367
Net assets acquired	$	101,270

Schedule of Pro Forma Information


	Year Ended December 31,
(In thousands, except share and per share data)	2022		2021
Pro forma net revenue	$	1,202,296	$	1,072,653

Pro forma net income attributable to HF Group	$	35	$	33,724

Pro forma (loss) earnings per common share - basic	$	—	$	0.65
Pro forma (loss) earnings per common share - diluted	$	—	$	0.65

Pro forma weighted average shares - basic	53,757,199		53,706,392
Pro forma weighted average shares - diluted	53,757,199		53,809,020

Goodwill and Acquired Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The changes in the carrying amount of goodwill are presented below:


(In thousands)	Amount
Balance at December 31, 2020	$	68,512
Acquisition of Great Wall Group	11,745
Balance at December 31, 2021	80,257
Acquisition of Sealand Food, Inc.	4,861
Balance at December 31, 2022	$	85,118

Schedule of Finite-Lived Intangible Assets

The components of the intangible assets are as follows:


	December 31, 2022						December 31, 2021
(In thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Non-competition agreement	$	3,892	$	(1,132)	$	2,760	$	2,407	$	—	$	2,407
Trademarks	44,256		(10,673)		33,583		39,833		(6,349)		33,484

Customer relationships	185,266		(27,518)		157,748		176,408		(17,247)		159,161
Total	$	233,414	$	(39,323)	$	194,091	$	218,648	$	(23,596)	$	195,052

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The estimated future amortization expense for intangible assets is presented below:



(In thousands)	Amount
Year ending December 31,
2023	$	16,285
2024	16,285
2025	15,152
2026	14,987
2027	14,987
Thereafter	116,395
Total	$	194,091

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

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+ Details

Debt (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

Long-term debt at December 31, 2022 and 2021 is summarized as follows:


($ in thousands)
Bank Name	Maturity	Interest Rate at December 31, 2022	December 31, 2022		December 31, 2021
Bank of America (a)	March 2023 - December 2029	3.73% - 5.80%	$	4,315	$	5,134
East West Bank (b)	August 2027 - September 2029	4.25% - 4.40%	5,822		5,994
First Horizon Bank (c)	Paid off in May 2022	3.85%	—		4,571
J.P. Morgan Chase (d)	February 2023 - January 2030	6.10% - 6.22%	111,714		70,866
Other finance institutions (e)	April 2023 - March 2024	5.99% - 6.14%	160		837
Total debt, principal amount			122,011		87,402
Less: Debt issuance costs			(302)		(34)
Total debt, carrying value			121,709		87,368
Less: Current portion			(6,266)		(5,557)
Long-term debt			$	115,443	$	81,811

_______________

(b)Real estate term loans with East West Bank are collateralized by four real properties. Balloon payments of $1.8 million and $2.9 million are due at maturity in 2027 and 2029, respectively.

(e)Secured by vehicles.

Schedule of Maturities of Long-term Debt

The future maturities of long-term debt as of December 31, 2022 are as follows:


(In thousands)	Amount
Year ending December 31,
2023	$	6,266
2024	5,774
2025	5,789
2026	5,810
2027	7,497
Thereafter	90,573
Total	$	121,709

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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-Paragraph 1
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+ Details

Earnings (Loss) Per Share (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Schedule of Earnings Per Share Basic and Diluted

The following table sets forth the computation of basic and diluted EPS:


	Year Ended December 31,
($ in thousands, except share and per share data)		2022		2021		2020
Numerator:
Net income (loss) attributable to HF Foods Group Inc.		$	460	$	22,145	$	(343,512)
Denominator:
Weighted-average common shares outstanding		53,757,162		51,918,323		52,095,585
Effect of dilutive securities		106,286		173,499		—
Weighted-average dilutive shares outstanding		53,863,448		52,091,822		52,095,585
Earnings (loss) per common share:
Basic		$	0.01	$	0.43	$	(6.59)
Diluted		$	0.01	$	0.43	$	(6.59)

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule Federal Income Tax Note

The provision (benefit) for income taxes of the Company for the years ended December 31, 2022, 2021 and 2020 consists of the following:


	Year Ended December 31,
(In thousands)	2022		2021		2020
Current:
Federal	$	3,620	$	9,044	$	1,245
State	1,161		2,329		(54)
Current income taxes	4,781		11,373		1,191
Deferred income benefit:
Federal	(4,321)		(2,823)		(2,917)
State	(691)		(4,047)		(2,999)
Deferred income benefit:	(5,012)		(6,870)		(5,916)
Total (benefit) provision for income taxes	$	(231)	$	4,503	$	(4,725)

Schedule of Deferred Tax Assets and Liabilities

Temporary differences and carryforwards of the Company that created significant deferred tax assets and liabilities are as follows:


(In thousands)	December 31, 2022		December 31, 2021
Deferred tax assets:
Allowance for expected credit losses	$	301	$	202
Inventories	1,185		644

State net operating loss	38		161
Equity compensation	467		132
Compensation related accruals	1,031		638
Guarantee liability	1,528		—
Fair value change in interest rate swap contracts	—		67
Leases	6,553		6,065
Accrued expenses	304		24
Total deferred tax assets	11,407		7,933
Deferred tax liabilities:
Property and equipment	(5,845)		(5,400)
Intangible assets	(35,740)		(38,890)
Right of use assets	(3,466)		(2,949)
Equity investments	(649)		(149)
Fair value change in interest rate swap contracts	(150)		—
Total deferred tax liabilities	(45,850)		(47,388)
Net deferred tax liabilities	$	(34,443)	$	(39,455)

Schedule of Effective Income Tax Rate Reconciliation

Reconciliations of the statutory income tax rate to the effective income tax rate are as follows:


	Year Ended December 31,
	2022		2021		2020
Federal statutory tax rate (21%)	21.0	%	21.0	%	21.0	%
State statutory tax rate	3,963.2	%	5.8	%	0.7	%
Impact of goodwill impairment loss – permanent difference	—	%	—	%	(20.5)	%
U.S permanent differences	207.1	%	1.9	%	—	%
Noncontrolling interest	3,164.6	%	—	%	—	%
Rate change	(2,566.3)	%	(13.7)	%	—	%
Uncertain tax positions	(10,573.0)	%	0.6	%	—	%

Other	634.7	%	1.0	%	0.2	%
Income tax (benefit) provision	(5,148.7)	%	16.6	%	1.4	%

Schedule of Unrecognized Tax Benefits Roll Forward

Unrecognized Tax Benefits


	Year Ended December 31,
(In thousands)	2022		2021		2020
Total unrecognized tax benefits on January 1,	$	752	$	752	$	646
Decrease related to positions taken on items from prior years	(402)		—		—

Increase related to positions taken in the current year	—		—		106

Total unrecognized tax benefits on December 31,	$	350	$	752	$	752

Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of Purchases With Related Parties

Below is a summary of purchases of goods and services from related parties recorded for the years ended December 31, 2022 2021, and 2020, respectively:


			Year Ended December 31,
	(In thousands)	Nature	2022		2021		2020
(a)	Allstate Trading Company, Inc.	Trade	$	—	$	—	$	309
(b)	Best Food Services, LLC	Trade	10,514		8,341		5,830
(c)	Eagle Food Services, LLC	Trade	—		4		101
(a)	Eastern Fresh NJ, LLC	Trade	1,093		5,509		4,509
(a)	Enson Group, Inc. (formerly as Enson Group, LLC)	Trade	—		128		143
(d)	First Choice Seafood, Inc.	Trade	134		322		455
(d)	Fujian RongFeng Plastic Co., Ltd	Trade	372		3,108		3,617
(e)	Hanfeng (Fujian) Information Technology Co., Ltd.	Service	—		—		997
(a)	Hanfeng Information Technology (Jinhua), Inc.	Service	—		122		1,135
(a)	N&F Logistics, Inc.	Trade	—		3		369
(f)	North Carolina Good Taste Noodle, Inc.	Trade	7,227		5,520		3,986
(a)	Ocean Pacific Seafood Group, Inc.	Trade	589		452		568

(g)	Revolution Industry, LLC	Trade	—		190		2,362
(a)	UGO USA, Inc.	Trade	—		212		644
(h)	Union Foods, LLC	Trade	—		—		1,247
	Other	Trade	332		133		90
	Total		$	20,261	$	24,044	$	26,362

_______________

(a)Mr. Ni owns an equity interest in this entity.

(c)Tina Ni, one of Mr. Ni’s family members, owns an equity interest in this entity indirectly through its parent company.

(d)Mr. Ni owns an equity interest in this entity indirectly through its parent company.

(e)Mr. Ni previously owned an equity interest in this entity. Mr. Ni disposed of his equity interest on September 29, 2020.

(h)Tina Ni, one of Mr. Ni’s family members, owns an equity interest in this entity. Anthony Zhang, one of Mr. Zhang's family members, owns an equity interest in this entity.

Schedule of Revenue With Related Parties

Below is a summary of sales to related parties recorded for the years ended December 31, 2022, 2021 and 2020, respectively:


		Year Ended December 31,
	(In thousands)	2022		2021		2020
(a)	ABC Food Trading, LLC	$	3,949	$	2,642	$	1,871
(b)	Asahi Food, Inc.	639		704		465
(c)	Best Food Services, LLC	1,285		792		337
(d)	Eagle Food Service, LLC	879		2,864		4,605
(e)	Eastern Fresh NJ, LLC	—		155		1,602
(e)	Enson Group, Inc. (formerly as Enson Group, LLC)	—		101		308
(e)	Enson Philadelphia, Inc.	—		—		126
(e)	Enson Seafood GA, Inc. (formerly as GA-GW Seafood, Inc.)	—		573		493
(f)	First Choice Seafood, Inc.	35		99		1,378
(f)	Fortune One Foods, Inc.	115		418		311
(e)	Heng Feng Food Services, Inc.	—		163		669
(e)	N&F Logistics, Inc.	40		531		1,027
	Others	—		13		116
	Total	$	6,942	$	9,055	$	13,308

_______________

(b)The Company, through its subsidiary MF, owns an equity interest in this entity.

(d)Tina Ni, one of Mr. Ni’s family members, owns an equity interest in this entity indirectly through its parent company.

(e)Mr. Ni owns an equity interest in this entity.

(f)Mr. Ni owns an equity interest in this entity indirectly through its parent company.

Schedule of Accounts Receivable With Related Parties

Below is a summary of accounts receivable with related parties recorded as of December 31, 2022 and 2021, respectively:


	(In thousands)	December 31, 2022		December 31, 2021
(a)	ABC Food Trading, LLC	$	—	$	76
(b)	Asahi Food, Inc.	81		72
(c)	Eagle Food Service, LLC	69		16
(d)	Enson Seafood GA, Inc. (formerly as GA-GW Seafood, Inc.)	59		24
(e)	Fortune One Foods, Inc.	4		24
(d)	Heng Feng Food Services, Inc.	—		18

(f)	North Carolina Good Taste Noodle, Inc.	—		15
	Others	—		4
	Total	$	213	$	249

_______________

(b)The Company, through its subsidiary MF, owns an equity interest in this entity.

(c)Tina Ni, one of Mr. Ni’s family members, owns an equity interest in this entity indirectly through its parent company.

(d)Mr. Ni owns an equity interest in this entity.

(e)Mr. Ni owns an equity interest in this entity indirectly through its parent company.

(f)Mr. Jian Ming Ni, former Chief Financial Officer owns an equity interest in this entity.

Schedule of Accounts Payable With Related Parties


	(In thousands)	December 31, 2022		December 31, 2021
(a)	Best Food Services, LLC	$	729	$	699
(b)	Eastern Fresh NJ, LLC	—		581
(c)	Fujian RongFeng Plastic Co., Ltd	—		20



(d)	North Carolina Good Taste Noodle, Inc.	731		595


	Others	69		46
	Total	$	1,529	$	1,941

_______________

(a)Mr. Zhang previously owned an equity interest in this entity indirectly through its parent company as of October 31, 2020. This equity interest was transferred to three Irrevocable Trusts for the benefits of Mr. Zhang's children effective November 1, 2020.

(b)Mr. Ni owns an equity interest in this entity.

(c)Mr. Ni owns an equity interest in this entity indirectly through its parent company.

(d)Mr. Jian Ming Ni, former Chief Financial Officer owns an equity interest in this entity.

Promissory Note Payable - Related Party

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of RSU Activity

A summary of RSU and PSU activity for the year ended December 31, 2022 is as follows:


	Shares	Weighted Average Grant Date Fair Value
Unvested RSUs at December 31, 2021	352,920	$	6.19
Granted	424,386	5.04
Forfeited	(36,322)	6.42
Vested	(142,659)	6.09
Unvested RSUs at December 31, 2022	598,325	5.39

Schedule of PSU Activity


	Shares	Weighted Average Grant Date Fair Value
Unvested PSUs at December 31, 2021	143,278	$	5.94
Granted	303,263	4.76
Forfeited	(44,028)	5.72
Vested	(19,851)	7.39
Unvested PSUs at December 31, 2022	382,662	4.95

Schedule of Assumptions Used to Estimate Fair Value of the TSR PSUs

The assumptions used to estimate the fair value of the TSR PSUs granted during the years ended December 31, 2021 and valued under the Monte Carlo simulation model were as follows:


												2021 PSU Grants
Risk-free interest rate												0.20% - 0.34%
Expected dividend yield												0.00%
Expected term (years)												2.56 - 3.15
Expected volatility (1)												62.08% - 65.74%

_______________

Schedule of Components of Stock-based Compensation

The components of stock-based compensation expense for the years ended December 31, 2022 and 2021 were as follows:


	Year Ended December 31,
(In thousands)		2022				2021
Stock-based compensation (RSUs) expense				$	897			$	405
Stock-based compensation (PSUs) expense				360				230
Total stock-based compensation expense		$	1,257			$	635

Tax benefit of stock-based compensation expense				$	366			$	132

Description of Business (Details) $ / shares in Units, $ in Millions			12 Months Ended
	Jan. 17, 2020 USD ($) subsidiary warehouse	Nov. 04, 2019 shares	Dec. 31, 2022 segment subsidiary Entity $ / shares	Dec. 31, 2021 segment $ / shares	Dec. 31, 2020 $ / shares
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Number of operating segments \| segment			1	1
Number of reportable segments \| segment			1	1
Number of entities determined not to be related parties \| Entity			4
Basic (in dollars per share) \| $ / shares			$ 0.01	$ 0.43	$ (6.59)
As Previously Reported
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Basic (in dollars per share) \| $ / shares					$ (6.58)
B&R Global
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Equity interest issued in business acquisition (in shares) \| shares		30,700,000
Ownership percentage		100.00%
B&R Realty, LLC
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Ownership percentage	100.00%		100.00%
Acquisition of subsidiary limited liability companies \| subsidiary	9		9
Acquisition of warehouse facilities \| warehouse	10
Purchase consideration \| $	$ 101.3

Description of Business - Effect of Revisions on Income Statement (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cost of revenue	$ 964,955	$ 645,372	$ 466,085
GROSS PROFIT	205,512	151,512	100,747
Distribution, selling and administrative expenses	194,953	122,030	106,355
Goodwill impairment loss	0	0	(338,191)
INCOME (LOSS) FROM OPERATIONS	10,559	29,482	(343,799)
Interest expense	(7,457)	(4,091)	(4,321)
Other income	1,829	508	1,096
Total other income (expense), net	(10,555)	(2,158)	(4,145)
INCOME (LOSS) BEFORE INCOME TAX			(347,944)
Income tax provision (benefit)	(231)	4,503	(4,725)
Net (loss) income	235	22,821	(343,219)
NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO HF FOODS GROUP INC.	$ 460	$ 22,145	$ (343,512)
EARNINGS (LOSS) PER COMMON SHARE - BASIC (in USD per share)	$ 0.01	$ 0.43	$ (6.59)
EARNINGS (LOSS) PER COMMON SHARE - DILUTED (in USD per share)	$ 0.01	$ 0.43	$ (6.59)
Third Party
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net revenue			$ 553,524
Cost of revenue			453,346
Related Party(1)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net revenue			13,308
Cost of revenue			12,739
As Previously Reported
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cost of revenue			466,539
GROSS PROFIT			100,293
Distribution, selling and administrative expenses			106,126
Goodwill impairment loss			(338,191)
INCOME (LOSS) FROM OPERATIONS			(5,833)
Interest expense			(3,922)
Other income			1,355
Total other income (expense), net			(341,678)
INCOME (LOSS) BEFORE INCOME TAX			(347,512)
Income tax provision (benefit)			(4,831)
Net (loss) income			(342,681)
NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO HF FOODS GROUP INC.			$ (342,974)
EARNINGS (LOSS) PER COMMON SHARE - BASIC (in USD per share)			$ (6.58)
EARNINGS (LOSS) PER COMMON SHARE - DILUTED (in USD per share)			$ (6.58)
As Previously Reported \| Third Party
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net revenue			$ 553,409
Cost of revenue			453,706
As Previously Reported \| Related Party(1)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net revenue			13,423
Cost of revenue			12,833
Revision of Prior Period, Adjustment One
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cost of revenue			(454)
GROSS PROFIT			454
Distribution, selling and administrative expenses			(476)
Goodwill impairment loss			(338,191)
INCOME (LOSS) FROM OPERATIONS			(337,966)
Interest expense			(399)
Other income			(119)
Total other income (expense), net			337,533
INCOME (LOSS) BEFORE INCOME TAX			(432)
Income tax provision (benefit)			106
Net (loss) income			(538)
NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO HF FOODS GROUP INC.			$ (538)
EARNINGS (LOSS) PER COMMON SHARE - BASIC (in USD per share)			$ (0.01)
EARNINGS (LOSS) PER COMMON SHARE - DILUTED (in USD per share)			$ (0.01)
Revision of Prior Period, Adjustment One \| Third Party
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net revenue			$ 115
Cost of revenue			94
Revision of Prior Period, Adjustment One \| Related Party(1)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net revenue			(115)
Cost of revenue			(94)
Revision of Prior Period, Error Correction, Adjustment Two
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Distribution, selling and administrative expenses			454
Other income			(140)
Revision of Prior Period, Error Correction, Adjustment Two \| Third Party
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cost of revenue			(454)
Revision of Prior Period, Error Correction, Adjustment Three
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Distribution, selling and administrative expenses			391
Revision of Prior Period, Error Correction, Adjustment Four
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Distribution, selling and administrative expenses			$ (140)

Description of Business - Effect of Revisions on Cash Flows (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cash flows from operating activities:	$ 31,284	$ 17,509	$ 45,693
Net cash used in investing activities	(50,786)	(41,082)	(94,411)
Cash flows from financing activities:	$ 28,999	$ 28,784	43,761
As Previously Reported
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cash flows from operating activities:			44,131
Net cash used in investing activities			(94,411)
Cash flows from financing activities:			45,323
Revision of Prior Period, Reclassification, Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cash flows from operating activities:			1,562
Cash flows from financing activities:			$ (1,562)

Description of Business - Effect of Revisions on Shareholders' Equity (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Beginning balance	$ 296,249,000	$ 294,989,000	$ 263,522,000	$ 606,916,000
Net income (loss)	235,000	22,821,000	(343,219,000)
Retirement of treasury stock			0
Distribution to shareholders	$ (186,000)	$ (338,000)	$ (175,000)
Common Stock
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Shares, Outstanding (in shares)	53,813,777	53,706,392	51,913,411	53,050,211
Beginning balance	$ 5,000	$ 5,000	$ 5,000	$ 5,000
Retirement of treasury stock (in shares)			(1,136,800)
Treasury Stock
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Beginning balance				$ (12,038,000)
Treasury stock, shares (in shares)				(905,115)
Escrow shares transferred to and recorded as treasury stock by the Company (in shares)			(231,685)
Retirement of treasury stock (in shares)			(1,136,800)
Retirement of treasury stock			$ 12,038,000
Additional Paid-in Capital
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Beginning balance	598,322,000	597,227,000	587,579,000	$ 599,617,000
Retirement of treasury stock			(12,038,000)
Retained Earnings (Accumulated Deficit)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Beginning balance	(306,514,000)	(306,284,000)	(328,429,000)	15,083,000
Net income (loss)	460,000	22,145,000	(343,512,000)
Total Shareholders’ Equity Attributable to HF Foods Group Inc.
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Beginning balance	291,813,000	290,948,000	259,155,000	602,667,000
Net income (loss)	460,000	22,145,000	(343,512,000)
Retirement of treasury stock			0
Noncontrolling Interests
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Beginning balance	4,436,000	4,041,000	4,367,000	4,249,000
Net income (loss)	(225,000)	676,000	293,000
Distribution to shareholders	$ (186,000)	$ (338,000)	(175,000)
As Previously Reported
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Beginning balance			264,801,000	$ 607,657,000
Net income (loss)			(342,681,000)
Distribution to shareholders			$ (175,000)
As Previously Reported \| Common Stock
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Shares, Outstanding (in shares)			51,913,411	53,050,211
Beginning balance			$ 5,000	$ 5,000
Retirement of treasury stock (in shares)			(1,136,800)
As Previously Reported \| Treasury Stock
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Beginning balance				$ (12,038,000)
Treasury stock, shares (in shares)				(905,115)
Escrow shares transferred to and recorded as treasury stock by the Company (in shares)			(231,685)
Retirement of treasury stock (in shares)			(1,136,800)
Retirement of treasury stock			$ 12,038,000
As Previously Reported \| Additional Paid-in Capital
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Beginning balance			587,579,000	$ 599,617,000
Retirement of treasury stock			(12,038,000)
As Previously Reported \| Retained Earnings (Accumulated Deficit)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Beginning balance			(327,150,000)	15,824,000
Net income (loss)			(342,974,000)
As Previously Reported \| Total Shareholders’ Equity Attributable to HF Foods Group Inc.
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Beginning balance			260,434,000	603,408,000
Net income (loss)			(342,974,000)
Retirement of treasury stock			0
As Previously Reported \| Noncontrolling Interests
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Beginning balance			4,367,000	4,249,000
Net income (loss)			293,000
Distribution to shareholders			(175,000)
Revision of Prior Period, Error Correction, Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Beginning balance			(1,279,000)	(741,000)
Net income (loss)			(538,000)
Revision of Prior Period, Error Correction, Adjustment \| Retained Earnings (Accumulated Deficit)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Beginning balance			(1,279,000)	(741,000)
Net income (loss)			(538,000)
Revision of Prior Period, Error Correction, Adjustment \| Total Shareholders’ Equity Attributable to HF Foods Group Inc.
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Beginning balance			(1,279,000)	$ (741,000)
Net income (loss)			$ (538,000)

Summary of Significant Accounting Policies - Narrative (Details)				12 Months Ended
	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($) segment	May 28, 2021 USD ($)	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($) segment	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Summary of Significant Accounting Policies [Line Items]
Acquisition of noncontrolling interest			$ 5,000,000		$ 5,000,000
Cash equivalents at carrying value	$ 0	$ 0		$ 0	0
Allowance for credit loss, current	$ 1,400,000	$ 800,000		$ 1,400,000	$ 800,000
Number of reporting units \| segment	1	1		1	1
Other than temporary impairment				$ 0	$ 0	$ 0
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration]				Distribution, selling and administrative expenses
Impairment of long-lived assets held-for-use				$ 0	0	0
Self insurance auto claims	$ 100,000			100,000
Self-insurance liability	1,286,000	$ 1,008,000		$ 1,286,000	$ 1,008,000
Number of operating segments \| segment				1	1
Number of reportable segments \| segment				1	1
Beginning balance	296,249,000	294,989,000		$ 296,249,000	$ 294,989,000	263,522,000	$ 606,916,000
Cumulative Effect, Period of Adoption, Adjustment
Summary of Significant Accounting Policies [Line Items]
Beginning balance		(690,000)			(690,000)
Developed Technology Rights
Summary of Significant Accounting Policies [Line Items]
Impairment expenses				400,000
Noncontrolling Interests
Summary of Significant Accounting Policies [Line Items]
Acquisition of noncontrolling interest				1,100,000	1,144,000
Beginning balance	4,436,000	4,041,000		4,436,000	4,041,000	4,367,000	4,249,000
Additional Paid-in Capital
Summary of Significant Accounting Policies [Line Items]
Acquisition of noncontrolling interest				3,900,000	3,856,000
Beginning balance	598,322,000	597,227,000		598,322,000	597,227,000	587,579,000	599,617,000
Retained Earnings (Accumulated Deficit)
Summary of Significant Accounting Policies [Line Items]
Beginning balance	$ (306,514,000)	(306,284,000)		(306,514,000)	(306,284,000)	(328,429,000)	$ 15,083,000
Retained Earnings (Accumulated Deficit) \| Cumulative Effect, Period of Adoption, Adjustment
Summary of Significant Accounting Policies [Line Items]
Beginning balance		$ (690,000)			(690,000)
Kirnland
Summary of Significant Accounting Policies [Line Items]
Ownership percentage			33.33%
Selling, General and Administrative Expenses
Summary of Significant Accounting Policies [Line Items]
Cost of goods and services sold				$ 83,700,000	$ 58,300,000	$ 37,800,000

Summary of Significant Accounting Policies - Noncontrolling Interest (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Noncontrolling Interest [Line Items]
Noncontrolling interests	$ 4,436	$ 4,041
HF Foods Industrial, LLC ("HFFI")
Noncontrolling Interest [Line Items]
Ownership of noncontrolling interests at December 31, 2022	45.00%
Noncontrolling interests	$ 204	462
Min Food, Inc.
Noncontrolling Interest [Line Items]
Ownership of noncontrolling interests at December 31, 2022	39.75%
Noncontrolling interests	$ 1,704	1,363
Monterey Food Service, LLC
Noncontrolling Interest [Line Items]
Ownership of noncontrolling interests at December 31, 2022	35.00%
Noncontrolling interests	$ 452	453
Ocean West Food Services, LLC
Noncontrolling Interest [Line Items]
Ownership of noncontrolling interests at December 31, 2022	32.50%
Noncontrolling interests	$ 1,986	1,763
Syncglobal Inc.
Noncontrolling Interest [Line Items]
Ownership of noncontrolling interests at December 31, 2022	43.00%
Noncontrolling interests	$ 90	$ 0

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which is directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent (that is, noncontrolling interest, previously referred to as minority interest).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(24))
-URI https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.31)
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(22))
-URI https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

+ Details

Summary of Significant Accounting Policies - Estimated Useful Lives of Property, Plant and Equipment (Details)	12 Months Ended
	Dec. 31, 2022
Minimum \| Automobiles
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life (in years)	3 years
Minimum \| Buildings and improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life (in years)	7 years
Minimum \| Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life (in years)	4 years
Minimum \| Machinery and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life (in years)	3 years
Maximum \| Automobiles
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life (in years)	7 years
Maximum \| Buildings and improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life (in years)	39 years
Maximum \| Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life (in years)	10 years
Maximum \| Machinery and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life (in years)	10 years

Summary of Significant Accounting Policies - Estimated Useful Lives of Intangible Assets (Details)	12 Months Ended
	Dec. 31, 2022
Non-competition agreement
Finite-Lived Intangible Assets [Line Items]
Useful life (in years)	3 years
Tradenames
Finite-Lived Intangible Assets [Line Items]
Useful life (in years)	10 years
Customer relationships \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful life (in years)	10 years
Customer relationships \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful life (in years)	20 years

Variable Interest Entities - Narrative (Details) $ in Millions	1 Months Ended
	Jan. 17, 2020 USD ($)	Dec. 31, 2022 agency	Dec. 31, 2019 USD ($)	Feb. 28, 2019 lease
Variable Interest Entity [Line Items]
Variable interest entities, number of staffing agencies \| agency		13
Variable Interest Entity, Not Primary Beneficiary
Variable Interest Entity [Line Items]
Number of leases \| lease				2
BRGR
Variable Interest Entity [Line Items]
Ownership percentage	100.00%
BRGR
Variable Interest Entity [Line Items]
Rent expense	$ 0.2
Variable interest entity, amount of unpaid balance			$ 53.3

Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
Revenue (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
TOTAL NET REVENUE	$ 1,170,467	$ 796,884	$ 566,832
Revenue Benchmark \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Operating concentration risk (percentage)	100.00%	100.00%
Seafood
Disaggregation of Revenue [Line Items]
TOTAL NET REVENUE	$ 354,220	$ 123,808
Seafood \| Revenue Benchmark \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Operating concentration risk (percentage)	30.00%	16.00%
Asian Specialty
Disaggregation of Revenue [Line Items]
TOTAL NET REVENUE	$ 299,215	$ 236,489
Asian Specialty \| Revenue Benchmark \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Operating concentration risk (percentage)	26.00%	29.00%
Meat and Poultry
Disaggregation of Revenue [Line Items]
TOTAL NET REVENUE	$ 238,276	$ 214,504
Meat and Poultry \| Revenue Benchmark \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Operating concentration risk (percentage)	20.00%	27.00%
Fresh Produce
Disaggregation of Revenue [Line Items]
TOTAL NET REVENUE	$ 126,560	$ 103,168
Fresh Produce \| Revenue Benchmark \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Operating concentration risk (percentage)	11.00%	13.00%
Packaging and Other
Disaggregation of Revenue [Line Items]
TOTAL NET REVENUE	$ 84,489	$ 69,187
Packaging and Other \| Revenue Benchmark \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Operating concentration risk (percentage)	7.00%	9.00%
Commodity
Disaggregation of Revenue [Line Items]
TOTAL NET REVENUE	$ 67,707	$ 49,728
Commodity \| Revenue Benchmark \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Operating concentration risk (percentage)	6.00%	6.00%

Balance Sheet Components - Accounts Receivable (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Balance Sheet Components [Abstract]
Accounts receivable	$ 45,628	$ 37,121
Less: allowance for expected credit losses	(1,442)	(840)	$ (909)	$ (624)
Accounts receivable, net	$ 44,186	$ 36,281

- Definition

Amount of allowance for credit loss on financing receivable. Excludes allowance for financing receivable covered under loss sharing agreement.

+ References + Details

Balance Sheet Components - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ 840	$ 909	$ 624
Adjustment for adoption of the new CECL standard (Note 2)	690	0	0
Increase (decrease) in provision for expected credit losses	82	(433)	1,338
Bad debt recovery (write-offs)	(170)	364	(1,053)
Ending balance	$ 1,442	$ 840	$ 909

- Definition

Amount of allowance for credit loss on financing receivable. Excludes allowance for financing receivable covered under loss sharing agreement.

+ References + Details

Balance Sheet Components - Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	$ 186,156	$ 185,316
Less: accumulated depreciation	(45,826)	(39,408)
Property and equipment, net	140,330	145,908
Automobiles
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	34,891	31,577
Buildings
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	63,045	68,998
Building improvements
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	20,637	19,004
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	444	211
Land
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	49,929	51,412
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	$ 17,210	$ 14,114

Balance Sheet Components - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Balance Sheet Components [Abstract]
Depreciation	$ 9,200,000	$ 8,100,000	$ 8,000,000
Other than temporary impairment	$ 0	$ 0	$ 0

Balance Sheet Components - Schedule of Long-Term Investments (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Schedule of Equity Method Investments [Line Items]
Long-term investments	$ 2,679	$ 2,462
Asahi Food, Inc. ("Asahi")
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage	49.00%
Long-term investments	$ 879	662
Pt. Tamron Akuatik Produk Industri ("Tamron")
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage	12.00%
Long-term investments	$ 1,800	$ 1,800

Balance Sheet Components - Schedule of Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Balance Sheet Components [Abstract]
Accrued compensation	$ 6,798	$ 5,038
Accrued professional fees	3,866	349
Accrued income taxes	0	1,908
Accrued interest and fees	1,082	205
Self-insurance liability	1,286	1,008
Accrued other	6,616	3,630
Total accrued expenses and other liabilities	$ 19,648	$ 12,138

Fair Value Measurements - Schedule of Fair Value Measurements, Assets and Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Assets
DerivativeAssetsStatementOfFinancialPositionExtensibleEnumerationNotDisclosedFlag	Derivative instruments	Derivative instruments
Liability
DerivativeLiabilityStatementOfFinancialPositionExtensibleEnumerationNotDisclosedFlag	Derivative instruments	Derivative instruments
Recurring
Assets
Assets:	$ 530	$ 0
Liability
Liabilities:	0	287
Recurring \| Level 1
Assets
Assets:	0	0
Liability
Liabilities:	0	0
Recurring \| Level 2
Assets
Assets:	530	0
Liability
Liabilities:	0	287
Recurring \| Level 3
Assets
Assets:	0	0
Liability
Liabilities:	$ 0	$ 0

Fair Value Measurements - Schedule of Debt Securities, Carrying Value and Fair Value (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Promissory note payable to related party \| Carrying Value \| Level 3 \| Fixed Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	$ 0.0	$ 4.5
Promissory note payable to related party \| Fair Value \| Level 3 \| Fixed Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	0.0	3.4
Bank of America \| Carrying Value \| Level 3 \| Fixed Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	1.9	2.7
Bank of America \| Carrying Value \| Level 2 \| Variable Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	2.3	2.5
Bank of America \| Fair Value \| Level 3 \| Fixed Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	1.6	2.4
Bank of America \| Fair Value \| Level 2 \| Variable Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	2.3	2.5
East West Bank \| Carrying Value \| Level 3 \| Fixed Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	2.4	2.5
East West Bank \| Carrying Value \| Level 2 \| Variable Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	3.5	3.5
East West Bank \| Fair Value \| Level 3 \| Fixed Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	1.8	2.0
East West Bank \| Fair Value \| Level 2 \| Variable Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	3.5	3.5
First Horizon Bank \| Carrying Value \| Level 3 \| Fixed Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	0.0	4.5
First Horizon Bank \| Fair Value \| Level 3 \| Fixed Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	0.0	3.6
Other finance institutions \| Carrying Value \| Level 3 \| Fixed Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	0.2	0.8
Other finance institutions \| Fair Value \| Level 3 \| Fixed Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	0.2	0.8
JP Morgan \| Carrying Value \| Level 2 \| Variable Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	111.4	70.8
JP Morgan \| Fair Value \| Level 2 \| Variable Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	$ 111.4	$ 70.8

Leases - Narrative (Details) $ in Thousands		12 Months Ended
Leases - Narrative (Details) $ in Thousands	Feb. 10, 2021 USD ($)	Dec. 31, 2022 USD ($) lease property	Dec. 31, 2021 USD ($)
Lessee, Lease, Description [Line Items]
Operating lease right-of-use assets		$ 14,164	$ 11,664
Operating lease right-of-use liabilities		14,267	$ 11,700
Lease guarantee liability		5,760
Property Lease Guarantee
Lessee, Lease, Description [Line Items]
Operating lease right-of-use liabilities		$ 5,800
Guarantor lease obligation term (in years)		11 years
Loss contingencies payments term		18 months
Lessee guarantee, lease discount rate		4.55%
Guarantor lease obligation, maximum exposure		$ 300
Buildings
Lessee, Lease, Description [Line Items]
Number of leases \| lease		2
Number of properties \| property		2
Buildings \| Lease for 273 Fifth Avenue, Manhattan,New York
Lessee, Lease, Description [Line Items]
Operating lease, term of contract (in years)		30 years
Buildings \| Lease for 275 Fifth Avenue, Manhattan,New York
Lessee, Lease, Description [Line Items]
Operating lease, term of contract (in years)		15 years
Minimum
Lessee, Lease, Description [Line Items]
Operating lease, term of contract (in years)		1 year
Payment to construct building	$ 2,500
Minimum \| Property Lease Guarantee
Lessee, Lease, Description [Line Items]
Operating lease, rent expense		$ 42
Maximum
Lessee, Lease, Description [Line Items]
Operating lease, term of contract (in years)		30 years
Maximum \| Property Lease Guarantee
Lessee, Lease, Description [Line Items]
Operating lease, rent expense		$ 63

Leases - Components of Operating and Finance Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Operating lease cost	$ 4,045	$ 967	$ 785
Short-term lease cost	$ 1,037	$ 1,699	$ 1,424
Weighted average remaining lease term (months)	47 months	56 months	40 months
Weighted average discount rate	3.80%	3.90%	5.60%
Operating cash flows from operating leases	$ 4,005	$ 822	$ 799
Amortization of ROU assets	2,808	2,416	1,978
Interest on lease liabilities	787	820	492
Total finance leases cost	$ 3,595	$ 3,236	$ 2,470

Leases - Supplemental Cash Flow Information Related to Operating and Finance Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Operating cash flows from finance leases	$ 670	$ 701	$ 492

Leases - Balance Sheet (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Property and equipment, at cost	$ 20,339	$ 18,412
Accumulated depreciation	$ (7,615)	$ (5,127)
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property and equipment, net	Property and equipment, net
Property and equipment, net	$ 12,724	$ 13,285
Weighted average remaining lease term (months)	215 months	215 months
Weighted average discount rate	5.70%	5.80%

Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Operating Leases
2023	$ 4,140
2024	3,765
2025	3,674
2026	3,207
2027	545
Thereafter	0
Total lease payments	15,331
Less: Imputed interest	(1,064)
Total	14,267	$ 11,700
Finance Leases
2023	2,844
2024	2,010
2025	1,399
2026	1,018
2027	752
Thereafter	16,839
Total lease payments	24,862
Less: Imputed interest	(11,167)
Total	13,695
Related Party(1)
Operating Leases
2023	312
2024	321
2025	331
2026	0
2027	0
Thereafter	0
Total lease payments	964
Less: Imputed interest	(52)
Total	912
Third Party
Operating Leases
2023	3,828
2024	3,444
2025	3,343
2026	3,207
2027	545
Thereafter	0
Total lease payments	14,367
Less: Imputed interest	(1,012)
Total	$ 13,355

Leases - Maturities of Lease Payments (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Leases [Abstract]
2023	$ 543
2024	582
2025	604
2026	621
2027	638
Thereafter	4,478
Total	7,466
Less: Imputed interest	(1,706)
Lease guarantee liability	$ 5,760

Acquisitions - Narrative (Details) $ / shares in Units, $ in Thousands				12 Months Ended
	Apr. 29, 2022 USD ($)	Dec. 30, 2021 USD ($) $ / shares shares	Jan. 17, 2020 USD ($) subsidiary	Dec. 31, 2022 USD ($) subsidiary	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Business Acquisition [Line Items]
Payments to acquire businesses				$ 0	$ 0	$ 94,004
Share price (in dollars per share) \| $ / shares		$ 7.36
Proceeds from line of credit				1,200,996	857,304	553,192
Revolving Credit Facility
Business Acquisition [Line Items]
Proceeds from line of credit			$ 18,700
Secured Debt
Business Acquisition [Line Items]
Proceeds from issuance of debt			75,600
Unsecured Debt
Business Acquisition [Line Items]
Proceeds from issuance of debt			$ 7,000
B&R Group Realty \| Co-Chief Executive Officer
Business Acquisition [Line Items]
Ownership of noncontrolling interests at December 31, 2022			8.91%
Trademarks and Trade Names
Business Acquisition [Line Items]
Royalty rate	1.00%	1.00%
Sealand Food Inc Asset Purchase Agreement
Business Acquisition [Line Items]
Consideration transferred	$ 20,000
Payment to acquire saleable product inventory	14,400
Automobile	500
Intangible assets	14,717
Transaction costs	$ 700
Estimated amortization period (in years)	9 years
Inventories, net	$ 13,846
Acquisition price for all assets and inventory	34,848
Pro forma net revenue				55,600
Business acquisition income				700
Sealand Food Inc Asset Purchase Agreement \| Trademarks and Trade Names
Business Acquisition [Line Items]
Intangible assets	$ 4,400
Estimated amortization period (in years)	10 years
Sealand Food Inc Asset Purchase Agreement \| Trademarks and Trade Names \| Minimum
Business Acquisition [Line Items]
Discount rates	17.50%
Sealand Food Inc Asset Purchase Agreement \| Trademarks and Trade Names \| Maximum
Business Acquisition [Line Items]
Discount rates	18.00%
Sealand Food Inc Asset Purchase Agreement \| Customer relationships
Business Acquisition [Line Items]
Intangible assets	$ 8,900
Estimated amortization period (in years)	10 years
Sealand Food Inc Asset Purchase Agreement \| Customer relationships \| Minimum
Business Acquisition [Line Items]
Discount rates	17.50%
Sealand Food Inc Asset Purchase Agreement \| Customer relationships \| Maximum
Business Acquisition [Line Items]
Discount rates	18.00%
Sealand Food Inc Asset Purchase Agreement \| Non-competition agreement
Business Acquisition [Line Items]
Intangible assets	$ 1,400
Estimated amortization period (in years)	3 years
Sealand Food Inc Asset Purchase Agreement \| Non-competition agreement \| Minimum
Business Acquisition [Line Items]
Discount rates	17.50%
Sealand Food Inc Asset Purchase Agreement \| Non-competition agreement \| Maximum
Business Acquisition [Line Items]
Discount rates	18.00%
Sealand Food Inc Asset Purchase Agreement \| Level 3
Business Acquisition [Line Items]
Intangible assets	$ 14,700
Great Wall Asset Purchase Agreement
Business Acquisition [Line Items]
Consideration transferred		$ 43,700
Payment to acquire saleable product inventory					6,800
Automobile		200
Intangible assets		$ 30,145
Estimated amortization period (in years)		9 years
Payments to acquire businesses		$ 30,800
Equity interest issued in business acquisition (in shares) \| shares		1,792,981
Share price (in dollars per share) \| $ / shares		$ 8.11
Business acquisition, shares issued valuation		$ 12,900
Discount due to a lock-up restriction		11.50%
Inventories, net		$ 24,728			24,300
Deferred consideration from Great Wall Acquisition					17,400
Acquisition price for all assets and inventory		68,155
Business acquisition, transaction costs during period		900
Pro forma net revenue				1,202,296	1,072,653
Business acquisition income				35	33,724
Great Wall Asset Purchase Agreement \| Trademarks and Trade Names
Business Acquisition [Line Items]
Intangible assets		$ 10,500
Estimated amortization period (in years)		10 years
Great Wall Asset Purchase Agreement \| Trademarks and Trade Names \| Minimum
Business Acquisition [Line Items]
Discount rates		11.50%
Great Wall Asset Purchase Agreement \| Trademarks and Trade Names \| Maximum
Business Acquisition [Line Items]
Discount rates		14.00%
Great Wall Asset Purchase Agreement \| Customer relationships
Business Acquisition [Line Items]
Intangible assets		$ 17,200
Estimated amortization period (in years)		10 years
Great Wall Asset Purchase Agreement \| Customer relationships \| Minimum
Business Acquisition [Line Items]
Discount rates		11.50%
Great Wall Asset Purchase Agreement \| Customer relationships \| Maximum
Business Acquisition [Line Items]
Estimated amortization period (in years)		10 years
Discount rates		14.00%
Great Wall Asset Purchase Agreement \| Non-competition agreement
Business Acquisition [Line Items]
Intangible assets		$ 2,400
Estimated amortization period (in years)		3 years
Great Wall Asset Purchase Agreement \| Non-competition agreement \| Minimum
Business Acquisition [Line Items]
Discount rates		11.50%
Great Wall Asset Purchase Agreement \| Non-competition agreement \| Maximum
Business Acquisition [Line Items]
Discount rates		14.00%
B&R Realty, LLC
Business Acquisition [Line Items]
Consideration transferred			$ 101,300
Automobile			$ 34
Deferred consideration from Great Wall Acquisition				$ 0	$ 17,330	$ 0
Ownership percentage			100.00%	100.00%
Acquisition of subsidiary limited liability companies \| subsidiary			9	9

Acquisitions - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Apr. 29, 2022	Dec. 31, 2021	Dec. 30, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Goodwill	$ 85,118		$ 80,257		$ 68,512
Sealand Food Inc Asset Purchase Agreement
Business Acquisition [Line Items]
Inventories, net		$ 13,846
Property and equipment, net		1,424
Right-of-use assets		127
Intangible assets		14,717
Total assets acquired		30,114
Obligations under operating leases		127
Total liabilities assumed		127
Net assets		29,987
Goodwill		4,861
Total consideration		$ 34,848
Great Wall Asset Purchase Agreement
Business Acquisition [Line Items]
Inventories, net			$ 24,300	$ 24,728
Property and equipment, net				1,537
Intangible assets				30,145
Total assets acquired				56,410
Goodwill				11,745
Total consideration				$ 68,155

Acquisitions - Pro Forma Information (Details) - Great Wall Asset Purchase Agreement - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Pro forma net revenue	$ 1,202,296	$ 1,072,653
Pro forma net income attributable to HF Group	$ 35	$ 33,724
Pro forma (loss) earnings per common share- basic (in dollars per share)	$ 0	$ 0.65
Pro forma (loss) earnings per common share- diluted (in dollars per share)	$ 0	$ 0.65
Weighted average shares - basic (in shares)	53,757,199	53,706,392
Weighted average shares - diluted (in shares)	53,757,199	53,809,020

Acquisitions - Assets Acquired and Liabilities Assumed B&R Realty (Details) - B&R Realty, LLC $ in Thousands	Jan. 17, 2020 USD ($)
Business Acquisition [Line Items]
Cash	$ 266
Automobile	34
Prepaid expenses	39
Land	48,734
Buildings	53,564
Total assets acquired	102,637
Accounts payable and accrued expenses	1,367
Total liabilities assumed	1,367
Net assets acquired	$ 101,270

Goodwill and Acquired Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 80,257	$ 68,512
Goodwill, ending balance	85,118	80,257
Great Wall Asset Purchase Agreement
Goodwill [Roll Forward]
Acquisition		$ 11,745
Sealand Food, Inc.
Goodwill [Roll Forward]
Acquisition	$ 4,861

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Goodwill and Acquired Intangible Assets - Narrative (Details) $ in Thousands					3 Months Ended	12 Months Ended
	Dec. 31, 2022 USD ($) segment	Apr. 29, 2022 USD ($)	Dec. 31, 2021 USD ($) segment	Dec. 30, 2021 USD ($)	Mar. 31, 2020 USD ($)	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($) segment	Dec. 31, 2020 USD ($)
Goodwill [Line Items]
Accumulated impairment for goodwill	$ 338,200		$ 338,200			$ 338,200	$ 338,200
Goodwill impairment loss						$ 0	$ 0	$ 338,191
Number of reporting units \| segment	1		1			1	1
Gross Carrying Amount	$ 233,414		$ 218,648			$ 233,414	$ 218,648
Amortization expense						15,700	10,900	$ 10,900
B&R Global
Goodwill [Line Items]
Goodwill impairment loss					$ 338,200
Non-competition agreement
Goodwill [Line Items]
Gross Carrying Amount	3,892		2,407			3,892	2,407
Tradenames
Goodwill [Line Items]
Gross Carrying Amount	44,256		39,833			44,256	39,833
Customer relationships
Goodwill [Line Items]
Gross Carrying Amount	$ 185,266		$ 176,408			185,266	$ 176,408
Developed Technology Rights
Goodwill [Line Items]
Impairment expenses						$ 400
B&R Global
Goodwill [Line Items]
Intangible assets				$ 188,500
B&R Global \| Trade Names and Customer Relationships \| Minimum
Goodwill [Line Items]
Estimated amortization period (in years)				10 years
B&R Global \| Trade Names and Customer Relationships \| Maximum
Goodwill [Line Items]
Estimated amortization period (in years)				20 years
Great Wall Asset Purchase Agreement
Goodwill [Line Items]
Intangible assets				$ 30,145
Estimated amortization period (in years)				9 years
Great Wall Asset Purchase Agreement \| Non-competition agreement
Goodwill [Line Items]
Intangible assets				$ 2,400
Estimated amortization period (in years)				3 years
Great Wall Asset Purchase Agreement \| Tradenames
Goodwill [Line Items]
Estimated amortization period (in years)				10 years
Great Wall Asset Purchase Agreement \| Customer relationships
Goodwill [Line Items]
Intangible assets				$ 17,200
Estimated amortization period (in years)				10 years
Great Wall Asset Purchase Agreement \| Customer relationships \| Maximum
Goodwill [Line Items]
Estimated amortization period (in years)				10 years
Great Wall Asset Purchase Agreement \| Trademarks and Trade Names
Goodwill [Line Items]
Intangible assets				$ 10,500
Estimated amortization period (in years)				10 years
Sealand Food Inc Asset Purchase Agreement
Goodwill [Line Items]
Intangible assets		$ 14,717
Estimated amortization period (in years)		9 years
Sealand Food Inc Asset Purchase Agreement \| Level 3
Goodwill [Line Items]
Intangible assets		$ 14,700
Sealand Food Inc Asset Purchase Agreement \| Non-competition agreement
Goodwill [Line Items]
Intangible assets		$ 1,400
Estimated amortization period (in years)		3 years
Sealand Food Inc Asset Purchase Agreement \| Customer relationships
Goodwill [Line Items]
Intangible assets		$ 8,900
Estimated amortization period (in years)		10 years
Sealand Food Inc Asset Purchase Agreement \| Trademarks and Trade Names
Goodwill [Line Items]
Intangible assets		$ 4,400
Estimated amortization period (in years)		10 years

Goodwill and Acquired Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 233,414	$ 218,648
Accumulated Amortization	(39,323)	(23,596)
Total	194,091	195,052
Non-competition agreement
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	3,892	2,407
Accumulated Amortization	(1,132)	0
Total	2,760	2,407
Tradenames
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	44,256	39,833
Accumulated Amortization	(10,673)	(6,349)
Total	33,583	33,484
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	185,266	176,408
Accumulated Amortization	(27,518)	(17,247)
Total	$ 157,748	$ 159,161

Goodwill and Acquired Intangible Assets - Future Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 16,285
2024	16,285
2025	15,152
2026	14,987
2027	14,987
Thereafter	116,395
Total	$ 194,091	$ 195,052

Derivative Financial Instruments (Details) $ in Millions				12 Months Ended
Derivative Financial Instruments (Details) $ in Millions	Dec. 19, 2021	Dec. 19, 2019 USD ($)	Aug. 20, 2019 USD ($) derivative termLoan	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jun. 24, 2020 USD ($)
Derivative [Line Items]
Number of mortgage term loans \| termLoan			2
Derivative asset				$ 0.5
Derivative liability					$ (0.3)
Derivative asset, current, statement of financial position				Other long-term assets
Derivative liability, current, statement of financial position					Accrued expenses and other liabilities
Mortgage-Secured Term Loans \| East West Bank \| London Interbank Offered Rate (LIBOR)
Derivative [Line Items]
Basis spread on variable rate			2.25%
Fixed rate determined by interest rate			0.0423
Mortgage-Secured Term Loans \| Bank of America \| London Interbank Offered Rate (LIBOR)
Derivative [Line Items]
Basis spread on variable rate		2.15%
Fixed rate determined by interest rate		0.0425
Mortgage-Secured Term Loans \| Bank of America \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Derivative [Line Items]
Basis spread on variable rate	2.50%			2.50%
Fixed rate determined by interest rate		0.0450
Interest Rate Swap
Derivative [Line Items]
Number of derivatives \| derivative			2
Interest Rate Swap \| Not Designated as Hedging Instrument
Derivative [Line Items]
Derivative liability, notional amount		$ 2.7	$ 1.1			$ 80.0
Gain on discontinuation of derivative instrument					$ 0.7
Interest Rate Swap Two \| Not Designated as Hedging Instrument
Derivative [Line Items]
Derivative liability, notional amount			$ 2.6

Debt - Long-term Debt (Details) $ in Thousands			12 Months Ended
Debt - Long-term Debt (Details) $ in Thousands	May 18, 2022 USD ($)	Dec. 19, 2021	Dec. 31, 2022 USD ($) property	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Debt Instrument [Line Items]
Total debt, principal amount			$ 122,011	$ 87,402
Less: Debt issuance costs			(302)	(34)
Total			121,709	87,368
Less: Current portion			(6,266)	(5,557)
Long-term debt			115,443	81,811
Repayments of long-term debt			11,336	6,599	$ 6,590
Bank of America
Debt Instrument [Line Items]
Total debt, principal amount			$ 4,315	5,134
Number of real properties secured \| property			1
Bank of America \| Mortgage-Secured Term Loans \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Basis spread on variable rate		2.50%	2.50%
Bank of America \| Minimum
Debt Instrument [Line Items]
Interest rate, stated percentage			3.73%
Bank of America \| Maximum
Debt Instrument [Line Items]
Interest rate, stated percentage			5.80%
East West Bank
Debt Instrument [Line Items]
Total debt, principal amount			$ 5,822	5,994
Number of real properties secured \| property			4
East West Bank \| Minimum
Debt Instrument [Line Items]
Interest rate, stated percentage			4.25%
Collateral amount			$ 1,800
East West Bank \| Maximum
Debt Instrument [Line Items]
Interest rate, stated percentage			4.40%
Collateral amount			$ 2,900
First Horizon Bank
Debt Instrument [Line Items]
Total debt, principal amount			0	4,571
Sale of properties	$ 7,200		7,200
Gain from sale of properties	1,500		1,500
Repayments of long-term debt	$ 4,500		$ 4,500
First Horizon Bank \| Minimum
Debt Instrument [Line Items]
Interest rate, stated percentage			3.85%
JP Morgan Chase
Debt Instrument [Line Items]
Total debt, principal amount			$ 111,714	70,866
JP Morgan Chase \| Assets Held by Subsidiaries
Debt Instrument [Line Items]
Collateral amount			111,400	69,800
JP Morgan Chase \| Vehicles and Equipment
Debt Instrument [Line Items]
Collateral amount			$ 300	1,000
JP Morgan Chase \| Minimum
Debt Instrument [Line Items]
Interest rate, stated percentage			6.10%
JP Morgan Chase \| Maximum
Debt Instrument [Line Items]
Interest rate, stated percentage			6.22%
Other finance institutions
Debt Instrument [Line Items]
Total debt, principal amount			$ 160	$ 837
Other finance institutions \| Minimum
Debt Instrument [Line Items]
Interest rate, stated percentage			5.99%
Other finance institutions \| Maximum
Debt Instrument [Line Items]
Interest rate, stated percentage			6.14%

Debt - Narrative (Details) $ in Millions	Mar. 31, 2022 USD ($)	Dec. 30, 2021 USD ($)	Dec. 31, 2022 USD ($)	Jan. 17, 2020 USD ($)	Nov. 04, 2019 USD ($)
Great Wall Asset Purchase Agreement
Debt Instrument [Line Items]
Consideration transferred		$ 43.7
JP Morgan \| Mortgage-Secured Term Loans
Debt Instrument [Line Items]
Debt instrument, credit adjustment	0.001
Basis spread on variable rate	1.875%
JP Morgan \| Mortgage-Secured Term Loans \| Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument, credit adjustment		0.001
Amended Credit Agreement \| JP Morgan \| Mortgage-Secured Term Loans
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 115.0
Amended Credit Agreement \| JP Morgan \| Mortgage-Secured Term Loans \| Revolving Credit Facility
Debt Instrument [Line Items]
Credit agreement, term (in years)	5 years
Maximum borrowing capacity	$ 100.0
Amended Credit Agreement \| JP Morgan \| Mortgage-Secured Term Loans \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| Revolving Credit Facility
Debt Instrument [Line Items]
Basis spread on variable rate	1.375%
Line of Credit Agreement \| JP Morgan \| Mortgage-Secured Term Loans
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 69.0
Second Amended Credit Agreement \| JP Morgan \| Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity				$ 100.0
Second Amended Credit Agreement \| JP Morgan \| Mortgage-Secured Term Loans
Debt Instrument [Line Items]
Debt instrument, face amount				$ 75.6
Amended and Restated Credit Agreement \| JP Morgan \| Mortgage-Secured Term Loans
Debt Instrument [Line Items]
Maximum borrowing capacity					$ 100.0
Third Amended Credit Agreement \| JP Morgan \| Revolving Credit Facility \| Great Wall Asset Purchase Agreement
Debt Instrument [Line Items]
Consideration transferred		$ 33.3
Third Amended Credit Agreement \| JP Morgan \| Mortgage-Secured Term Loans
Debt Instrument [Line Items]
Basis spread on variable rate		1.375%
Long-term line of credit			$ 53.1

Debt - Future Maturities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
2023	$ 6,266
2024	5,774
2025	5,789
2026	5,810
2027	7,497
Thereafter	90,573
Total	$ 121,709	$ 87,368

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Earnings (Loss) Per Share - Narrative (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	62,026	0
PSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	44,260	0

Earnings (Loss) Per Share - Schedule of Computation of Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Numerator:
Net income (loss) attributable to HF Foods Group Inc.	$ 460	$ 22,145	$ (343,512)
Denominator:
Weighted-average common shares outstanding (in shares)	53,757,162	51,918,323	52,095,585
Effect of dilutive securities (in shares)	106,286	173,499	0
WEIGHTED AVERAGE SHARES - DILUTED (in shares)	53,863,448	52,091,822	52,095,585
Earnings (loss) per common share:
Basic (in dollars per share)	$ 0.01	$ 0.43	$ (6.59)
Diluted (in dollars per share)	$ 0.01	$ 0.43	$ (6.59)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Income Taxes - Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current:
Federal	$ 3,620	$ 9,044	$ 1,245
State	1,161	2,329	(54)
Current income taxes	4,781	11,373	1,191
Deferred income benefit:
Federal	(4,321)	(2,823)	(2,917)
State	(691)	(4,047)	(2,999)
Deferred income benefit:	(5,012)	(6,870)	(5,916)
Total (benefit) provision for income taxes	$ (231)	$ 4,503	$ (4,725)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income Taxes - Narrative (Details) - USD ($)	12 Months Ended
Income Taxes - Narrative (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income tax (benefit) provision	(5148.70%)	16.60%	1.40%
Operating Loss Carryforwards [Line Items]
Unrecognized tax benefits expected to reverse	$ 200,000
Unrecognized tax benefits that would impact tax rate	400,000	$ 800,000	$ 800,000
Unrecognized tax benefits, interest and penalties	400,000
Unrecognized tax benefits accrued penalties	50,000	93,000
Unrecognized tax benefits, accrued interest	34,000	62,000
Unrecognized tax benefits accrued penalties reversed	43,000
Unrecognized tax benefits accrued interest reversed		$ 28,000
Domestic Tax Authority
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	0
State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	800,000
State and Local Jurisdiction \| Tax Year 2033
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards, subject to expiration	$ 2,000,000

Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Allowance for expected credit losses	$ 301	$ 202
Inventories	1,185	644
State net operating loss	38	161
Equity compensation	467	132
Compensation related accruals	1,031	638
Guarantee liability	1,528	0
Fair value change in interest rate swap contracts	0	67
Leases	6,553	6,065
Accrued expenses	304	24
Total deferred tax assets	11,407	7,933
Deferred tax liabilities:
Property and equipment	(5,845)	(5,400)
Intangible assets	(35,740)	(38,890)
Right of use assets	(3,466)	(2,949)
Equity investments	(649)	(149)
Fair value change in interest rate swap contracts	(150)	0
Total deferred tax liabilities	(45,850)	(47,388)
Net deferred tax liabilities	$ (34,443)	$ (39,455)

Income Taxes - Reconciliation of Income Tax Rate (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Federal statutory tax rate (21%)	21.00%	21.00%	21.00%
State statutory tax rate	3963.20%	5.80%	0.70%
Impact of goodwill impairment loss – permanent difference	0.00%	0.00%	(20.50%)
U.S permanent differences	207.10%	1.90%	0.00%
Noncontrolling interest	3164.60%	0.00%	0.00%
Rate change	(2566.30%)	(13.70%)	0.00%
Uncertain tax positions	(10573.00%)	0.60%	0.00%
Other	634.70%	1.00%	0.20%
Income tax (benefit) provision	(5148.70%)	16.60%	1.40%

Income Taxes (Details) - Unrecognized Tax Benefits - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Total unrecognized tax benefits on January 1,	$ 752	$ 752	$ 646
Decrease related to positions taken on items from prior years	(402)	0	0
Increase related to positions taken in the current year	0	0	106
Total unrecognized tax benefits on December 31,	$ 350	$ 752	$ 752

Related Party Transactions - Narrative (Details)					1 Months Ended	12 Months Ended
Related Party Transactions - Narrative (Details)	May 18, 2022 USD ($)	Nov. 03, 2021 USD ($)	Oct. 09, 2020 $ / shares shares	Sep. 30, 2019 USD ($) $ / shares shares	Jan. 16, 2020 USD ($)	Dec. 31, 2022 USD ($) subsidiary	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Feb. 28, 2021	Jan. 17, 2020 subsidiary	Dec. 31, 2018 USD ($)
Related Party Transaction [Line Items]
Repayments of long-term debt						$ 11,336,000	$ 6,599,000	$ 6,590,000
Promissory note payable - related party							4,500,000
B&R Realty, LLC
Related Party Transaction [Line Items]
Ownership percentage						100.00%				100.00%
Acquisition of subsidiary limited liability companies \| subsidiary						9				9
Loan Sale Agreement \| Notes Receivable \| HF Holding
Related Party Transaction [Line Items]
Escrow shares transferred to and recorded as treasury stock by the Company (in shares) \| shares			161,966
Loan Sale Agreement \| Notes Receivable \| Mr Zhou Min Ni
Related Party Transaction [Line Items]
Note receivable sold, original amount				$ 8,400,000
Treasury stock shares exchanged for note receivable (in shares) \| shares				632,746
Restricted shares held in escrow (in shares) \| shares				208,806
Treasury stock, shares exchanged for note receivable, per share (in dollars per share) \| $ / shares			$ 10.59	$ 13.30
Restricted shares held in escrow, returned to Mr. Ni (in shares) \| shares			46,840
Feilong Loan Sale Agreement \| Mr Zhou Min Ni
Related Party Transaction [Line Items]
Escrow accounting period				1 year
Feilong Loan Sale Agreement \| Notes Receivable \| HF Holding
Related Party Transaction [Line Items]
Escrow shares transferred to and recorded as treasury stock by the Company (in shares) \| shares			69,719
Feilong Loan Sale Agreement \| Notes Receivable \| Mr Zhou Min Ni
Related Party Transaction [Line Items]
Note receivable sold, original amount				$ 3,600,000
Treasury stock shares exchanged for note receivable (in shares) \| shares				272,369
Restricted shares held in escrow (in shares) \| shares				89,882
Treasury stock, shares exchanged for note receivable, per share (in dollars per share) \| $ / shares			$ 10.59	$ 13.30
Restricted shares held in escrow, returned to Mr. Ni (in shares) \| shares			20,163
First Horizon Bank
Related Party Transaction [Line Items]
Sale of properties	$ 7,200,000					$ 7,200,000
Gain from sale of properties	1,500,000					1,500,000
Repayments of long-term debt	$ 4,500,000					4,500,000
Facility
Related Party Transaction [Line Items]
Rental income							42,000
R&N Holdings \| Facility
Related Party Transaction [Line Items]
Sale of investment		$ 800,000
Gain on sale of investment		500,000
Rental income								46,000
R&N Holdings \| Buildings
Related Party Transaction [Line Items]
Rental income							7,000	42,000
Chief Financial Officer
Related Party Transaction [Line Items]
Gain on sale of investment		800,000
Rental income							50,000	25,000
Proceeds from sale of real estate		$ 1,500,000
HG Realty \| Buildings
Related Party Transaction [Line Items]
Rental income						200,000	500,000	500,000
Han Feng \| Production Area
Related Party Transaction [Line Items]
Rental income							6,000	39,000
Rental Income, monthly rent							3,000
B&R Global \| Buildings
Related Party Transaction [Line Items]
Rental income					$ 188,000
Kirnland \| Buildings
Related Party Transaction [Line Items]
Rental income						300,000	300,000	$ 100,000
Operating lease, term of contract (in years)									5 years
B&R Group Realty \| Mortgage-Secured Term Loans
Related Party Transaction [Line Items]
Due from related parties						$ 7,000,000
Interest rate, stated percentage						6.00%
Promissory note payable - related party						$ 0	4,500,000
Interest payable						0
Debt instrument, periodic payment, principal						$ 4,600,000	$ 2,900,000
Feilong Trading, Inc
Related Party Transaction [Line Items]
Interest rate, stated percentage											5.00%
Promissory note receivable, related parties											$ 4,000,000
Enson Seafood GA, Inc. (formerly as GA-GW Seafood, Inc.)
Related Party Transaction [Line Items]
Accounts receivables reserved percentage						0.80
HF Foods \| Shareholder
Related Party Transaction [Line Items]
Ownership of noncontrolling interests						10.00%
B&R Realty, LLC \| Mr. Xiao Mou Zhang
Related Party Transaction [Line Items]
Ownership of noncontrolling interests										8.91%

Related Party Transactions - Summary of Purchases with Related Parties (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Feb. 25, 2021
Related Party Transaction [Line Items]
Purchases - related parties	$ 20,261	$ 24,044	$ 26,362
Allstate Trading Company, Inc.
Related Party Transaction [Line Items]
Purchases - related parties	0	0	309
Best Food Services, LLC
Related Party Transaction [Line Items]
Purchases - related parties	10,514	8,341	5,830
Eagle Food Services, LLC
Related Party Transaction [Line Items]
Purchases - related parties	0	4	101
Eastern Fresh NJ, LLC
Related Party Transaction [Line Items]
Purchases - related parties	1,093	5,509	4,509
Enson Group, Inc. (formerly as Enson Group, LLC)
Related Party Transaction [Line Items]
Purchases - related parties	0	128	143
First Choice Seafood, Inc.
Related Party Transaction [Line Items]
Purchases - related parties	134	322	455
Fujian RongFeng Plastic Co., Ltd
Related Party Transaction [Line Items]
Purchases - related parties	372	3,108	3,617
Hanfeng (Fujian) Information Technology Co., Ltd.
Related Party Transaction [Line Items]
Purchases - related parties	0	0	997
Hanfeng Information Technology (Jinhua), Inc.
Related Party Transaction [Line Items]
Purchases - related parties	0	122	1,135
N&F Logistics, Inc.
Related Party Transaction [Line Items]
Purchases - related parties	0	3	369
North Carolina Good Taste Noodle, Inc.
Related Party Transaction [Line Items]
Purchases - related parties	7,227	5,520	3,986
Ocean Pacific Seafood Group, Inc.
Related Party Transaction [Line Items]
Purchases - related parties	589	452	568
Revolution Industry, LLC
Related Party Transaction [Line Items]
Purchases - related parties	0	190	2,362
Revolution Industry, LLC \| Asset Purchase Agreement
Related Party Transaction [Line Items]
Purchase obligation				$ 250
UGO USA, Inc.
Related Party Transaction [Line Items]
Purchases - related parties	0	212	644
Union Foods, LLC
Related Party Transaction [Line Items]
Purchases - related parties	0	0	1,247
Other Related Parties
Related Party Transaction [Line Items]
Purchases - related parties	$ 332	$ 133	$ 90

Related Party Transactions - Summary of Sales to Related Parties (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Nov. 01, 2020 trust	Oct. 31, 2020 trust
Related Party Transaction [Line Items]
Sales - related parties	$ 6,942	$ 9,055	$ 13,308
ABC Food Trading, LLC
Related Party Transaction [Line Items]
Sales - related parties	3,949	2,642	1,871
Number of irrecoverable trusts \| trust				3
Asahi Food, Inc.
Related Party Transaction [Line Items]
Sales - related parties	639	704	465
Best Food Services, LLC
Related Party Transaction [Line Items]
Sales - related parties	1,285	792	337
Number of irrecoverable trusts \| trust				3	3
Eagle Food Services, LLC
Related Party Transaction [Line Items]
Sales - related parties	879	2,864	4,605
Eastern Fresh NJ, LLC
Related Party Transaction [Line Items]
Sales - related parties	0	155	1,602
Enson Group, Inc. (formerly as Enson Group, LLC)
Related Party Transaction [Line Items]
Sales - related parties	0	101	308
Enson Philadelphia, Inc.
Related Party Transaction [Line Items]
Sales - related parties	0	0	126
Enson Seafood GA, Inc. (formerly as GA-GW Seafood, Inc.)
Related Party Transaction [Line Items]
Sales - related parties	0	573	493
First Choice Seafood, Inc.
Related Party Transaction [Line Items]
Sales - related parties	35	99	1,378
Fortune One Foods, Inc.
Related Party Transaction [Line Items]
Sales - related parties	115	418	311
Heng Feng Food Services, Inc.
Related Party Transaction [Line Items]
Sales - related parties	0	163	669
N&F Logistics, Inc.
Related Party Transaction [Line Items]
Sales - related parties	40	531	1,027
Others
Related Party Transaction [Line Items]
Sales - related parties	$ 0	$ 13	$ 116

Related Party Transactions - Summary of Accounts Receivable With Related Parties (Details) $ in Thousands	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Nov. 01, 2020 trust
Related Party Transaction [Line Items]
Accounts receivable - related parties	$ 213	$ 249
ABC Trading, LLC
Related Party Transaction [Line Items]
Accounts receivable - related parties	0	76
Number of irrecoverable trusts \| trust			3
Asahi Food, Inc.
Related Party Transaction [Line Items]
Accounts receivable - related parties	81	72
Eagle Food Services, LLC
Related Party Transaction [Line Items]
Accounts receivable - related parties	69	16
Enson Seafood GA, Inc. (formerly as GA-GW Seafood, Inc.)
Related Party Transaction [Line Items]
Accounts receivable - related parties	59	24
Fortune One Foods Inc
Related Party Transaction [Line Items]
Accounts receivable - related parties	4	24
Hengfeng Food Service Inc
Related Party Transaction [Line Items]
Accounts receivable - related parties	0	18
North Carolina Good Taste Noodle, Inc.
Related Party Transaction [Line Items]
Accounts receivable - related parties	0	15
Others
Related Party Transaction [Line Items]
Accounts receivable - related parties	$ 0	$ 4

Related Party Transactions - Summary of Accounts Payable with Related Parties (Details) $ in Thousands	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Nov. 01, 2020 trust	Oct. 31, 2020 trust
Related Party Transaction [Line Items]
Accounts payable - related parties	$ 1,529	$ 1,941
Best Food Services, LLC
Related Party Transaction [Line Items]
Accounts payable - related parties	729	699
Number of irrecoverable trusts \| trust			3	3
Eastern Fresh NJ, LLC
Related Party Transaction [Line Items]
Accounts payable - related parties	0	581
Fujian RongFeng Plastic Co., Ltd
Related Party Transaction [Line Items]
Accounts payable - related parties	0	20
North Carolina Good Taste Noodle, Inc.
Related Party Transaction [Line Items]
Accounts payable - related parties	731	595
Others
Related Party Transaction [Line Items]
Accounts payable - related parties	$ 69	$ 46

Stock-Based Compensation - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized under plan (in shares)	3,000,000
Shares remaining available for future unvested awards (in shares)	162,510
Shares remaining available for future awards (in shares)	1,856,503
Total stock-based compensation expense	$ 1,257,000	$ 635,000	$ 0
Unrecognized compensation cost	$ 4,200,000
Unrecognized compensation cost, period for recognition	2 years 9 months 18 days
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity instruments outstanding (in shares)	598,325
Total stock-based compensation expense	$ 897,000	405,000
Unrecognized compensation cost	$ 2,700,000
RSUs \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	1 year
RSUs \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	3 years
PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity instruments outstanding (in shares)	382,662
Award vesting period	3 years
Total stock-based compensation expense	$ 360,000	$ 230,000
Unrecognized compensation cost	$ 1,500,000
PSUs \| Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting percentage	33.33%
PSUs \| Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting percentage	33.33%
PSUs \| Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting percentage	33.33%

Stock-Based Compensation - Summary of RSU and PSU Activity (Details)	12 Months Ended
	Dec. 31, 2022 $ / shares shares
RSUs
Shares
Beginning balance (in shares) \| shares	352,920
Granted (in shares) \| shares	424,386
Forfeited (in shares) \| shares	(36,322)
Vested (in shares) \| shares	(142,659)
Ending balance (in shares) \| shares	598,325
Weighted Average Grant Date Fair Value
Weighted average grant date fair value, beginning (in dollars per share) \| $ / shares	$ 6.19
Granted (in dollars per share) \| $ / shares	5.04
Forfeited (in dollars per share) \| $ / shares	6.42
Vested (in dollars per share) \| $ / shares	6.09
Weighted average grant date fair value, ending (in dollars per share) \| $ / shares	$ 5.39
PSUs
Shares
Beginning balance (in shares) \| shares	143,278
Granted (in shares) \| shares	303,263
Forfeited (in shares) \| shares	(44,028)
Vested (in shares) \| shares	(19,851)
Ending balance (in shares) \| shares	382,662
Weighted Average Grant Date Fair Value
Weighted average grant date fair value, beginning (in dollars per share) \| $ / shares	$ 5.94
Granted (in dollars per share) \| $ / shares	4.76
Forfeited (in dollars per share) \| $ / shares	5.72
Vested (in dollars per share) \| $ / shares	7.39
Weighted average grant date fair value, ending (in dollars per share) \| $ / shares	$ 4.95

Stock-Based Compensation - Fair Value Assumptions (Details) - PSUs	12 Months Ended
	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free rate, minimum	0.20%
Risk-free rate, maximum	0.34%
Expected dividend yield	0.00%
Expected volatility, minimum	62.08%
Expected volatility, maximum	65.74%
Period after completion of merger	6 months
Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility, minimum	66.10%
Expected volatility, maximum	69.19%
Peer Companies
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility, minimum	54.96%
Expected volatility, maximum	63.45%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (years)	2 years 6 months 21 days
Look-back period	9 months
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (years)	3 years 1 month 24 days
Look-back period	1 year 2 months 1 day

Stock-Based Compensation - Components of Stock-based Compensation (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 1,257,000	$ 635,000	$ 0
Tax Benefit of stock-based compensation expense	366,000	132,000
RSUs
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	897,000	405,000
PSUs
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 360,000	$ 230,000

Employee Benefit Plan (Details) - USD ($) $ in Thousands	12 Months Ended
Employee Benefit Plan (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Defined Contribution Plan Disclosure [Line Items]
Percent of compensation that can be deferred	92.00%
Annual vesting percentage	20.00%
Fully vested percentage	1
Number of years of service until fully vested	6 years
Defined contribution plan contributions	$ 432	$ 240	$ 25
First Contribution
Defined Contribution Plan Disclosure [Line Items]
Employer contribution percent match	100.00%
Employer contribution limit per calendar year (as a percent of compensation)	3.00%
Second Contribution
Defined Contribution Plan Disclosure [Line Items]
Employer contribution percent match	50.00%
Second Contribution \| Minimum
Defined Contribution Plan Disclosure [Line Items]
Employer contribution limit per calendar year (as a percent of compensation)	3.00%
Second Contribution \| Maximum
Defined Contribution Plan Disclosure [Line Items]
Employer contribution limit per calendar year (as a percent of compensation)	5.00%

Commitments and Contingencies (Details) - lawsuit				1 Months Ended
Commitments and Contingencies (Details) - lawsuit	Mar. 15, 2023	Dec. 20, 2022	Sep. 22, 2022	Mar. 31, 2020
Loss Contingencies [Line Items]
Number of delaware action days		60 days	90 days
Subsequent Event
Loss Contingencies [Line Items]
Number of delaware action days	60 days
Putative Class Action
Loss Contingencies [Line Items]
New claims filed, number				2

SUBSEQUENT EVENTS (Details) - Subsequent Event $ in Millions	Mar. 01, 2023 USD ($)
Subsequent Event [Line Items]
Derivative, fixed interest rate	4.11%
Interest Rate Swap \| Not Designated as Hedging Instrument
Subsequent Event [Line Items]
Notional amount	$ 120.0