0001680873-23-000022 | 10-Q | XBRL Viewer

Related Party Transactions (Tables)

6 Months Ended

Jun. 30, 2023

Schedule of Purchases With Related Parties

Below is a summary of purchases of goods and services from related parties recorded for the three and six months ended June 30, 2023 and 2022, respectively:


			Three Months Ended June 30,				Six Months Ended June 30,
	(In thousands)	Nature	2023		2022		2023		2022

(a)	Best Food Services, LLC	Trade	$	2,729	$	3,546	$	4,813	$	6,491

(b)	Eastern Fresh NJ, LLC	Trade	—		—		—		1,093
(b)	Enson Seafood GA, Inc. (formerly “GA-GW Seafood, Inc.”)	Trade	—		—		37		—
(c)	First Choice Seafood, Inc.	Trade	—		26		—		109
(c)	Fujian RongFeng Plastic Co., Ltd	Trade	—		—		—		398



(d)	North Carolina Good Taste Noodle, Inc.	Trade	—		1,769		—		3,427
(b)	Ocean Pacific Seafood Group, Inc.	Trade	74		141		242		277




	Other	Trade	23		53		75		85
	Total		$	2,826	$	5,535	$	5,167	$	11,880

_______________

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

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

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

(d)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. No longer considered a related party as of 1/1/2023 since it has been three years since Mr. Jian Ming Ni resigned.

Schedule of Revenue With Related Parties

Below is a summary of sales to related parties recorded for the three and six months ended June 30, 2023 and 2022, respectively:


		Three Months Ended June 30,				Six Months Ended June 30,
	(In thousands)	2023		2022		2023		2022
(a)	ABC Food Trading, LLC	$	722	$	1,070	$	1,315	$	2,262
(b)	Asahi Food, Inc.	191		188		386		369
(c)	Best Food Services, LLC	93		223		526		869
(d)	Eagle Food Service, LLC	922		—		1,942		—




(e)	First Choice Seafood, Inc.	8		9		16		18
(e)	Fortune One Foods, Inc.	4		14		23		14

(f)	N&F Logistics, Inc.	—		—		6		36
(g)	Union Food LLC	8		—		27		—

	Total	$	1,948	$	1,504	$	4,241	$	3,568

_______________

(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 indirectly through its parent company.

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

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

Schedule of Accounts Receivable With Related Parties

Below is a summary of accounts receivable with related parties recorded as of June 30, 2023 and December 31, 2022, respectively:


	(In thousands)	June 30, 2023		December 31, 2022
(a)	ABC Food Trading, LLC	$	146	$	—
(b)	Asahi Food, Inc.	133		81
(c)	Best Food Services. LLC	94		—
(d)	Eagle Food Service, LLC	173		69
(e)	Enson Seafood GA, Inc. (formerly as GA-GW Seafood, Inc.)	59		59
(f)	Fortune One Foods, Inc.	—		4
(g)	Union Food LLC	2		—




	Total	$	607	$	213

_______________

(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.

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

Schedule of Accounts Payable With 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 June 30, 2023 and December 31, 2022, respectively:


	(In thousands)	June 30, 2023		December 31, 2022
(a)	Best Food Services, LLC	$	836	$	729





(b)	North Carolina Good Taste Noodle, Inc.	—		731


	Others	34		69
	Total	$	870	$	1,529

_______________

(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. 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. No longer considered a related party as of 1/1/2023 since it has been three years since Mr. Jian Ming Ni resigned.

Derivative Financial Instruments	6 Months Ended
Derivative Financial Instruments	Jun. 30, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Financial Instruments	Note 8 - 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 9 - 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. On April 20, 2023, the Company amended the corresponding mortgage term loans, which pegged the two mortgage term loans to 1-month Term SOFR (Secured Overnight Financing Rate) + 2.29% per annum for the remaining duration of the term loans. The amended 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. On December 19, 2021, the Company entered into the Second Amendment to Loan Agreement, which pegged the mortgage term loan to Term 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 March 15, 2023, the Company entered into an amortizing IRS contract with J.P. Morgan Chase for an initial notional amount of $120.0 million, effective from March 1, 2023 and expiring in March 2028, as a means to partially hedge its existing floating rate loans exposure. Pursuant to the agreement, the Company will pay the swap counterparty a fixed rate of 4.11% in exchange for floating payments based on Term SOFR. 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 condensed consolidated statements of operations and comprehensive income (loss). As of June 30, 2023, the Company determined that the fair values of the IRS contracts were $0.6 million in an asset position. As of December 31, 2022, the fair values of the IRS contracts were $0.5 million in an asset position. The Company includes these in other long-term assets and other long-term liabilities, respectively, on the condensed 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.

Organization and Description of Business	6 Months Ended
Organization and Description of Business	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Note 1 - Organization and 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. 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 6 - Acquisitions for additional information on the Sealand acquisition.

Related Party Transactions - Summary of Purchases with Related Parties (Details) $ in Thousands		3 Months Ended		6 Months Ended
	Jan. 01, 2023	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Nov. 01, 2020 trust	Oct. 31, 2020 trust
Related Party Transaction [Line Items]
CEO resignation period	3 years
Related Party
Related Party Transaction [Line Items]
Related Party Transaction, Purchases from Related Party		$ 2,826	$ 5,535	$ 5,167	$ 11,880
Best Food Services, LLC
Related Party Transaction [Line Items]
Number of irrecoverable trusts \| trust						3	3
Best Food Services, LLC \| Related Party
Related Party Transaction [Line Items]
Related Party Transaction, Purchases from Related Party		2,729	3,546	4,813	6,491
Eastern Fresh NJ, LLC \| Related Party
Related Party Transaction [Line Items]
Related Party Transaction, Purchases from Related Party		0	0	0	1,093
Enson Seafood GA, Inc. (formerly “GA-GW Seafood, Inc.”) \| Related Party
Related Party Transaction [Line Items]
Related Party Transaction, Purchases from Related Party		0	0	37	0
First Choice Seafood, Inc. \| Related Party
Related Party Transaction [Line Items]
Related Party Transaction, Purchases from Related Party		0	26	0	109
Fujian RongFeng Plastic Co., Ltd \| Related Party
Related Party Transaction [Line Items]
Related Party Transaction, Purchases from Related Party		0	0	0	398
North Carolina Good Taste Noodle, Inc. \| Related Party
Related Party Transaction [Line Items]
Related Party Transaction, Purchases from Related Party		0	1,769	0	3,427
Ocean Pacific Seafood Group, Inc. \| Related Party
Related Party Transaction [Line Items]
Related Party Transaction, Purchases from Related Party		74	141	242	277
Other \| Related Party
Related Party Transaction [Line Items]
Related Party Transaction, Purchases from Related Party		$ 23	$ 53	$ 75	$ 85

Fair Value Measurements - Schedule of Fair Value Measurements, Assets and Liabilities (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Assets
DerivativeAssetsStatementOfFinancialPositionExtensibleEnumerationNotDisclosedFlag	Interest rate swaps	Interest rate swaps
Recurring
Assets
Assets:	$ 640		$ 530
Recurring \| Level 1
Assets
Assets:	0		0
Recurring \| Level 2
Assets
Assets:	640		530
Recurring \| Level 3
Assets
Assets:	$ 0		$ 0

- Definition

Fair value, after the effects of master netting arrangements, of a financial asset or other contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes assets not subject to a master netting arrangement and not elected to be offset.

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+ Details

Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Number of shares authorized under plan (in shares)	3,000,000		3,000,000
Shares remaining available for future unvested awards (in shares)	449,619		449,619
Shares remaining available for future awards (in shares)	962,774		962,774
Total stock-based compensation expense	$ 0.8	$ 0.2	$ 1.8	$ 0.5
Unrecognized compensation cost	$ 5.8		$ 5.8
Unrecognized compensation cost, period for recognition			2 years 2 months 19 days
RSUs
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Equity instruments outstanding (in shares)	909,226		909,226
PSUs
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Equity instruments outstanding (in shares)	678,381		678,381

Commitment and Contingencies (Tables)

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of Operating Lease Maturities

The estimated future minimum lease payments as of June 30, 2023 are presented below:



(In thousands)	Amount
Year Ended December 31,

2023 (remaining six months)	$	280
2024	582
2025	604
2026	621
2027	638
Thereafter	4,478
Total	7,203
Less: imputed interest	(1,583)
Total minimum lease payments	$	5,620

Balance Sheet Components - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ 1,442	$ 840
Adjustment for adoption of the CECL standard	0	690
Increase (decrease) in provision for expected credit losses	56	(54)
Bad debt write-offs	(24)	(8)
Ending balance	$ 1,474	$ 1,468

- Definition

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

+ References + Details

Earnings (Loss) Per Share	6 Months Ended
Earnings (Loss) Per Share	Jun. 30, 2023
Earnings Per Share [Abstract]
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 92,945 and 100,012 potential common shares related to performance-based restricted stock units and restricted stock units that were excluded from the calculation of diluted EPS for the three and six months ended June 30, 2023, respectively, because their effect would have been anti-dilutive. There were 3,471 and 3,668 potential common shares related to total shareholder return performance-based restricted stock units that were excluded from the calculation of diluted EPS for the three and six months ended June 30, 2022, respectively, because their effect would have been anti-dilutive.

Related Party Transactions - Summary of Accounts Receivable With Related Parties (Details) $ in Thousands	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)	Nov. 01, 2020 trust	Oct. 31, 2020 trust
Related Party
Related Party Transaction [Line Items]
Accounts receivable, net	$ 607	$ 213
ABC Trading, LLC
Related Party Transaction [Line Items]
Number of irrecoverable trusts \| trust			3	3
ABC Trading, LLC \| Related Party
Related Party Transaction [Line Items]
Accounts receivable, net	146	0
Asahi Food, Inc. \| Related Party
Related Party Transaction [Line Items]
Accounts receivable, net	133	81
Best Food Services, LLC
Related Party Transaction [Line Items]
Number of irrecoverable trusts \| trust			3	3
Best Food Services, LLC \| Related Party
Related Party Transaction [Line Items]
Accounts receivable, net	94	0
Eagle Food Services, LLC \| Related Party
Related Party Transaction [Line Items]
Accounts receivable, net	173	69
Enson Seafood GA, Inc. (formerly as GA-GW Seafood, Inc.) \| Related Party
Related Party Transaction [Line Items]
Accounts receivable, net	59	59
Fortune One Foods, Inc. \| Related Party
Related Party Transaction [Line Items]
Accounts receivable, net	0	4
Union Food LLC \| Related Party
Related Party Transaction [Line Items]
Accounts receivable, net	$ 2	$ 0

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information pursuant to the rules and regulations of the SEC and have been consistently applied. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These financial statements are condensed and should be read in conjunction with the audited financial statements and notes thereto for the fiscal years ended December 31, 2022 and 2021. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The accompanying condensed consolidated financial statements include the accounts of HF Group and a variable interest entity for which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. For consolidated entities where we own or are exposed to less than 100% of the economics, the Company records net income (loss) attributable to noncontrolling interest in its condensed consolidated statements of operations and comprehensive income (loss) equal to the percentage of the economic or ownership interest retained in such entity by the respective noncontrolling party.
Noncontrolling Interests	Noncontrolling Interests GAAP requires that noncontrolling interests in subsidiaries and affiliates be reported in the equity section of the Company’s condensed consolidated balance sheets. In addition, the amounts attributable to the net income (loss) of those noncontrolling interests are reported separately in the condensed consolidated statements of operations and comprehensive income (loss).
Use of Estimates	Uses of Estimates The preparation of condensed 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 condensed 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 condensed 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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company has implemented all new pronouncements that are in effect and that may impact its condensed consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its condensed consolidated financial statements or results of operations.

Fair Value Measurements

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 5 - 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:


	June 30, 2023								December 31, 2022
	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:
Interest rate swaps	$	—	$	640	$	—	$	640	$	—	$	530	$	—	$	530

The Company follows the provisions of ASC Topic 820 Fair Value Measurement which 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 condensed 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.

Please refer to Note 8 - Derivative Financial Instruments for additional information regarding the Company’s interest rate swaps.

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 9 - Debt of the Notes to the Unaudited Condensed Consolidated Financial Statements, including the current portion, as of the dates indicated:


	Fair Value Measurements
(In thousands)	Level 1		Level 2		Level 3		Carrying Value
June 30, 2023
Fixed rate debt:

Bank of America	$	—	$	—	$	1,500	$	1,768
East West Bank	—		—		1,747		2,314

Other finance institutions	—		—		81		81
Variable rate debt:
JPMorgan Chase & Co.	$	—	$	108,698	$	—	$	108,698
Bank of America	—		2,261		—		2,261
East West Bank	—		3,437		—		3,437

December 31, 2022
Fixed rate debt:

Bank of America	$	—	$	—	$	1,630	$	1,948
East West Bank	—		—		1,786		2,351

Other finance institutions	—		—		186		197
Variable rate debt:
JPMorgan Chase & Co.	$	—	$	111,413	$	—	$	111,413
Bank of America	—		2,330		—		2,330
East West Bank	—		3,471		—		3,471

The carrying value of the variable rate debt approximates its fair value because of the variability of interest rates associated with these instruments. 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 9 - Debt 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

Derivative Financial Instruments (Details) $ in Millions			6 Months Ended
Derivative Financial Instruments (Details) $ in Millions	Dec. 19, 2021	Aug. 20, 2019 USD ($) derivative termLoan	Jun. 30, 2023 USD ($)	Mar. 15, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 19, 2019 USD ($)
Derivative [Line Items]
Number of mortgage term loans \| termLoan		2
Derivative asset			$ 0.6		$ 0.5
Derivative Asset, Noncurrent, Statement of Financial Position [Extensible Enumeration]			Other long-term assets
Derivative Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]			Other long-term liabilities
Mortgage-Secured Term Loans \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Derivative [Line Items]
Derivative, fixed interest rate				4.11%
Mortgage-Secured Term Loans \| East West Bank \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Derivative [Line Items]
Basis spread on variable rate		2.29%
Derivative, fixed interest rate		4.23%
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%
Derivative, fixed interest rate						4.50%
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		$ 1.1		$ 120.0		$ 2.7
Interest Rate Swap Two \| Not Designated as Hedging Instrument
Derivative [Line Items]
Derivative liability, notional amount		$ 2.6

Acquisitions - Pro Forma Information (Details) - Sealand Food Inc Asset Purchase Agreement - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Pro forma net revenue	$ 307,587	$ 609,685
Pro forma net income attributable to HF Group	$ 3,628	$ 7,253
Pro forma (loss) earnings per common share- basic (in dollars per share)	$ 0.07	$ 0.14
Pro forma (loss) earnings per common share- diluted (in dollars per share)	$ 0.07	$ 0.13
Weighted average shares - basic (in shares)	53,706,392	53,706,392
Weighted average shares - diluted (in shares)	53,900,883	53,927,957

Balance Sheet Components

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components

Note 4 - Balance Sheet Components

Accounts receivable, net consisted of the following:


(In thousands)	June 30, 2023		December 31, 2022
Accounts receivable	$	47,060	$	45,628
Less: allowance for expected credit losses	(1,474)		(1,442)
Accounts receivable, net	$	45,586	$	44,186

Movement of allowance for expected credit losses was as follows:


	Six Months Ended June 30,
(In thousands)	2023		2022
Beginning balance	$	1,442	$	840
Adjustment for adoption of the CECL standard	—		690
Increase (decrease) in provision for expected credit losses	56		(54)
Bad debt write-offs	(24)		(8)
Ending balance	$	1,474	$	1,468

Property and equipment, net consisted of the following:


(In thousands)	June 30, 2023		December 31, 2022
Automobiles	$	37,157	$	34,891
Buildings	63,045		63,045
Building improvements	22,944		20,637
Furniture and fixtures	527		444
Land	49,929		49,929
Machinery and equipment	13,827		17,210
Subtotal	187,429		186,156
Less: accumulated depreciation	(50,705)		(45,826)
Property and equipment, net	$	136,724	$	140,330

Depreciation expense was $2.4 million and $2.2 million for the three months ended June 30, 2023 and 2022, respectively. Depreciation expense was $5.0 million and $4.4 million for the six months ended June 30, 2023 and 2022, respectively. During the three months ended June 30, 2023, the Company impaired machinery and recognized impairment expense of $1.2 million in distribution, selling and administrative expense in the unaudited condensed consolidated statements of income and

comprehensive income. See Note 2 - Summary of Significant Accounting Policies for additional information regarding the Company’s operations at HFFI.

Long-term investments consisted of the following:


(In thousands)	Ownership as of June 30, 2023	June 30, 2023		December 31, 2022
Asahi Food, Inc. ("Asahi")	49%	$	614	$	879
Pt. Tamron Akuatik Produk Industri ("Tamron")	12%	1,800		1,800
Total long-term investments		$	2,414	$	2,679

The investment in Tamron is accounted for using the measurement alternative under Accounting Standards Codification (“ASC”) Topic 321 Investments—Equity Securities, 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. The Company determined there was no impairment as of June 30, 2023 and December 31, 2022 for these investments.

Accrued expenses and other liabilities consisted of the following:


(In thousands)	June 30, 2023		December 31, 2022
Accrued compensation	$	6,007	$	6,798
Accrued professional fees	2,077		3,866

Accrued interest and fees	1,202		1,082
Self-insurance liability	1,413		1,286
Accrued other	9,064		6,616
Total accrued expenses and other liabilities	$	19,763	$	19,648

Earnings (Loss) Per Share - Schedule of Computation of Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Numerator:
Net (loss) income attributable to HF Foods Group Inc.	$ (850)	$ 4,564	$ (6,783)	$ 7,678
Denominator:
Weighted-average common shares outstanding (in shares)	54,046,328	53,706,392	53,935,178	53,706,392
Effect of dilutive securities (in shares)	0	194,491	0	221,565
Weighted-average dilutive shares outstanding (in shares)	54,046,328	53,900,883	53,935,178	53,927,957
(Loss) earnings per common share:
Basic (in dollars per share)	$ (0.02)	$ 0.08	$ (0.13)	$ 0.14
Diluted (in dollars per share)	$ (0.02)	$ 0.08	$ (0.13)	$ 0.14

- 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

Debt (Tables)

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

Long-term debt at June 30, 2023 and December 31, 2022 is summarized as follows:


($ in thousands)
Bank Name	Maturity	Interest Rate at June 30, 2023	June 30, 2023		December 31, 2022
Bank of America (a)	October 2026 - December 2029	4.28% - 5.80%	$	4,030	$	4,315
East West Bank (b)	August 2027 - September 2029	4.40% - 8.75%	5,750		5,822

JPMorgan Chase & Co. (c)	December 2023 - January 2030	6.77% - 7.14%	108,978		111,714
Other finance institutions (d)	December 2023 - March 2024	5.99% - 6.14%	81		160
Total debt, principal amount			118,839		122,011
Less: debt issuance costs			(280)		(302)
Total debt, carrying value			118,559		121,709
Less: current portion			(5,936)		(6,266)
Long-term debt			$	112,623	$	115,443

_______________

(a)Loan balance consists of real estate term loan and equipment term loan, collateralized by one real property and specific equipment. The real estate term loan 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)Real estate term loan with a principal balance of $108.8 million as of June 30, 2023 and 111.4 million as of December 31, 2022 is secured by assets held by the Company and has a maturity date of January 2030. Equipment term loan with a principal balance of $0.1 million as of June 30, 2023 and $0.3 million as of December 31, 2022 is secured by specific vehicles and equipment as defined in loan agreements. Equipment term loan matures in December 2023.

(d)Secured by vehicles.

- 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.

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+ Details

Commitments and Contingencies - Narrative (Details) $ in Thousands						1 Months Ended	6 Months Ended
	Apr. 20, 2023 USD ($)	Mar. 15, 2023	Dec. 20, 2022	Sep. 22, 2022	Feb. 10, 2021 USD ($)	Mar. 31, 2020 lawsuit	Jun. 30, 2023 USD ($) property lease	Jun. 30, 2022 USD ($)
Loss Contingencies [Line Items]
Number of Delaware action days		60 days	60 days	90 days
Proceeds from legal settlements	$ 9,250
Property Lease Guarantee
Loss Contingencies [Line Items]
Guarantor lease obligation term (in years)							11 years
Loss contingencies payments term							18 months
Operating lease right-of-use liabilities							$ 5,600	$ 5,900
Lessee guarantee, lease discount rate							4.55%
Guarantor lease obligation, maximum exposure							$ 300
Minimum
Loss Contingencies [Line Items]
Payment to construct building					$ 2,500
Minimum \| Property Lease Guarantee
Loss Contingencies [Line Items]
Operating lease, rent expense							42
Maximum \| Property Lease Guarantee
Loss Contingencies [Line Items]
Operating lease, rent expense							$ 63
Buildings
Loss Contingencies [Line Items]
Number of leases \| lease							2
Number of properties \| property							2
Buildings \| Lease for 273 Fifth Avenue, Manhattan,New York
Loss Contingencies [Line Items]
Operating lease, term of contract (in years)							30 years
Buildings \| Lease for 275 Fifth Avenue, Manhattan,New York
Loss Contingencies [Line Items]
Operating lease, term of contract (in years)							15 years
Putative Class Action
Loss Contingencies [Line Items]
New claims filed, number \| lawsuit						2

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information pursuant to the rules and regulations of the SEC and have been consistently applied. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These financial statements are condensed and should be read in conjunction with the audited financial statements and notes thereto for the fiscal years ended December 31, 2022 and 2021. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

The accompanying condensed consolidated financial statements include the accounts of HF Group and a variable interest entity for which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. For consolidated entities where we own or are exposed to less than 100% of the economics, the Company records net income (loss) attributable to noncontrolling interest in its condensed consolidated statements of operations and comprehensive income (loss) equal to the percentage of the economic or ownership interest retained in such entity by the respective noncontrolling party.

Variable Interest Entities

GAAP provides guidance on the identification of a variable interest entity (“VIE”) and financial reporting for an entity 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.

FUSO Trucking, LLC (“FUSO”) is a VIE for which the Company is the primary beneficiary. Although its operations have wound down and its remaining assets and liabilities are immaterial, FUSO continues to be consolidated by the Company as a VIE. The Company also has a VIE, AnHeart, Inc. (“AnHeart”), for which the Company is not the primary beneficiary and therefore does not consolidate. The Company did not incur expenses from VIEs and did not have any sales to or income from any VIEs during the six months ended June 30, 2023. See Note 14 - Commitments and Contingencies for additional information on AnHeart.

Noncontrolling Interests

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

As of June 30, 2023 and December 31, 2022, noncontrolling interest equity consisted of the following:


($ in thousands)	Ownership of noncontrolling interest at June 30, 2023	June 30, 2023		December 31, 2022

HF Foods Industrial, LLC ("HFFI") (a)	45.00%	$	(672)	$	204
Min Food, Inc.	39.75%	1,836		1,704
Monterey Food Service, LLC	35.00%	447		452
Ocean West Food Services, LLC	32.50%	2,161		1,986
Syncglobal Inc.	43.00%	90		90
Total		$	3,862	$	4,436

_________________

(a)During the three months ended June 30, 2023, the Company began to wind down HFFI operations. Accordingly, the machinery used in HFFI operations was impaired. See Note 4 - Balance Sheet Components for additional information.

Uses of Estimates

The preparation of condensed 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 condensed 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 condensed 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.

Recent Accounting Pronouncements

The Company has implemented all new pronouncements that are in effect and that may impact its condensed consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its condensed consolidated financial statements or results of operations.

Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands	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	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, 2021							53,706,392	53,706,392
Beginning balance at Dec. 31, 2021	$ 294,989	$ (690)	$ 294,299	$ 290,948	$ (690)	$ 290,258	$ 5	$ 5	$ 597,227	$ 597,227	$ (306,284)	$ (690)	$ (306,974)	$ 4,041	$ 4,041
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	3,140			3,114							3,114			26
Distribution to shareholders	(89)													(89)
Stock-based compensation	290			290					290					0
Ending balance (in shares) at Mar. 31, 2022							53,706,392
Ending balance at Mar. 31, 2022	298,446			293,662			$ 5		597,517		(303,860)			4,784
Beginning balance (in shares) at Dec. 31, 2021							53,706,392	53,706,392
Beginning balance at Dec. 31, 2021	294,989	$ (690)	$ 294,299	290,948	$ (690)	$ 290,258	$ 5	$ 5	597,227	$ 597,227	(306,284)	$ (690)	$ (306,974)	4,041	$ 4,041
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	7,634
Ending balance (in shares) at Jun. 30, 2022							53,706,392
Ending balance at Jun. 30, 2022	$ 303,064			298,447			$ 5		597,738		(299,296)			4,617
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accounting Standards Update [Extensible Enumeration]	Accounting Standards Update 2016-13 [Member]
Beginning balance (in shares) at Mar. 31, 2022							53,706,392
Beginning balance at Mar. 31, 2022	$ 298,446			293,662			$ 5		597,517		(303,860)			4,784
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	4,494			4,564							4,564			(70)
Distribution to shareholders	(97)													(97)
Stock-based compensation	221			221					221					0
Ending balance (in shares) at Jun. 30, 2022							53,706,392
Ending balance at Jun. 30, 2022	303,064			298,447			$ 5		597,738		(299,296)			4,617
Beginning balance (in shares) at Dec. 31, 2022							53,813,777
Beginning balance at Dec. 31, 2022	296,249			291,813			$ 5		598,322		(306,514)			4,436
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	(5,797)			(5,933)							(5,933)			136
Capital contribution by shareholders	806													806
Stock-based compensation	1,096			1,096					1,096					0
Issuance of common stock pursuant to equity compensation plan (in shares)							37,847
Shares withheld for tax withholdings on vested awards (in shares)							(7,132)
Shares withheld for tax withholdings on vested awards	(34)			(34)					(34)
Ending balance (in shares) at Mar. 31, 2023							53,844,492
Ending balance at Mar. 31, 2023	291,514			286,942			$ 5		599,384		(312,447)			4,572
Beginning balance (in shares) at Dec. 31, 2022							53,813,777
Beginning balance at Dec. 31, 2022	296,249			291,813			$ 5		598,322		(306,514)			4,436
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	(7,357)
Ending balance (in shares) at Jun. 30, 2023							54,086,164
Ending balance at Jun. 30, 2023	290,600			286,738			$ 5		600,030		(313,297)			3,862
Beginning balance (in shares) at Mar. 31, 2023							53,844,492
Beginning balance at Mar. 31, 2023	291,514			286,942			$ 5		599,384		(312,447)			4,572
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	(1,560)			(850)							(850)			(710)
Stock-based compensation	752			752					752
Issuance of common stock pursuant to equity compensation plan (in shares)							269,113
Shares withheld for tax withholdings on vested awards (in shares)							(27,441)
Shares withheld for tax withholdings on vested awards	(106)			(106)					(106)
Ending balance (in shares) at Jun. 30, 2023							54,086,164
Ending balance at Jun. 30, 2023	$ 290,600			$ 286,738			$ 5		$ 600,030		$ (313,297)			$ 3,862

Earnings (Loss) Per Share - Narrative (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	92,945	3,471	100,012	3,668

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Related Party Transactions

6 Months Ended

Jun. 30, 2023

Related Party Transactions

Note 12 - Related Party Transactions

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

Mr. Xiao Mou Zhang (“Mr. Zhang”) became the sole Chief Executive Officer on February 23, 2021. Mr. Xiao Mou Zhang and certain of his immediate family also have ownership interests in various related parties involved in (i) the distribution of food and related products to restaurants and other retailers and (ii) the supply of fresh food, frozen food, and packaging supplies to distributors.

The Company believes that Mr. Zhou Min Ni (“Mr. Ni”), the Company’s former Co-Chief Executive Officer, together with various trusts for the benefit of Mr. Ni's four children, are collectively the beneficial owners of approximately 25% of the Company’s outstanding shares of common stock, and he and certain of his immediate family members have ownership interests in related parties involved in (i) the distribution of food and related products to restaurants and other retailers and (ii) the supply of fresh food, frozen food, and packaging supplies to distributors.

For the year ended December 31, 2022, North Carolina Good Taste Noodle, Inc. (“NC Noodle”) was a related party due to Mr. Jian Ming Ni's, a former Chief Financial Officer of the Company, continued ownership interest in NC Noodle. As of January 1, 2023, NC Noodle is no longer considered a related party since it has been three years since Mr. Jian Ming Ni resigned.

The related party transactions as of June 30, 2023 and December 31, 2022 and for the three and six months ended June 30, 2023 and 2022 are identified as follows:

Related Party Sales, Purchases, and Lease Agreements

Purchases

Below is a summary of purchases of goods and services from related parties recorded for the three and six months ended June 30, 2023 and 2022, respectively:


			Three Months Ended June 30,				Six Months Ended June 30,
	(In thousands)	Nature	2023		2022		2023		2022

(a)	Best Food Services, LLC	Trade	$	2,729	$	3,546	$	4,813	$	6,491

(b)	Eastern Fresh NJ, LLC	Trade	—		—		—		1,093
(b)	Enson Seafood GA, Inc. (formerly “GA-GW Seafood, Inc.”)	Trade	—		—		37		—
(c)	First Choice Seafood, Inc.	Trade	—		26		—		109
(c)	Fujian RongFeng Plastic Co., Ltd	Trade	—		—		—		398



(d)	North Carolina Good Taste Noodle, Inc.	Trade	—		1,769		—		3,427
(b)	Ocean Pacific Seafood Group, Inc.	Trade	74		141		242		277




	Other	Trade	23		53		75		85
	Total		$	2,826	$	5,535	$	5,167	$	11,880

_______________

(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.

Sales

Below is a summary of sales to related parties recorded for the three and six months ended June 30, 2023 and 2022, respectively:


		Three Months Ended June 30,				Six Months Ended June 30,
	(In thousands)	2023		2022		2023		2022
(a)	ABC Food Trading, LLC	$	722	$	1,070	$	1,315	$	2,262
(b)	Asahi Food, Inc.	191		188		386		369
(c)	Best Food Services, LLC	93		223		526		869
(d)	Eagle Food Service, LLC	922		—		1,942		—




(e)	First Choice Seafood, Inc.	8		9		16		18
(e)	Fortune One Foods, Inc.	4		14		23		14

(f)	N&F Logistics, Inc.	—		—		6		36
(g)	Union Food LLC	8		—		27		—

	Total	$	1,948	$	1,504	$	4,241	$	3,568

_______________

(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 indirectly through its parent company.

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

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

Lease Agreements

The Company leases various facilities to related parties.

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. 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. Rental income for the three months ended June 30, 2023 and 2022 was nil and $0.1 million, respectively, and is included in other income in the unaudited condensed consolidated statements of operations and comprehensive income (loss). Rental income for the six months ended June 30, 2023 and 2022 was nil and $0.2 million, respectively, which is included in other income in the unaudited condensed consolidated statements of operations and comprehensive income (loss).

In 2020, the Company renewed a warehouse lease from Yoan Chang Trading Inc. under an operating lease agreement which expired on December 31, 2020. In February 2021, the Company executed a new five-year operating lease agreement with Yoan Chang Trading Inc., effective January 1, 2021 and expiring on December 31, 2025. Rent incurred was $0.1 million and $0.1 million for the three months ended June 30, 2023 and 2022, respectively, which is included in distribution, selling and administrative expenses in the unaudited condensed consolidated statements of operations and comprehensive income (loss). Rent incurred to the related party was $0.2 million and $0.1 million for the six months ended June 30, 2023 and 2022, respectively, which is included in distribution, selling and administrative expenses in the unaudited condensed 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 June 30, 2023 and December 31, 2022, respectively:


	(In thousands)	June 30, 2023		December 31, 2022
(a)	ABC Food Trading, LLC	$	146	$	—
(b)	Asahi Food, Inc.	133		81
(c)	Best Food Services. LLC	94		—
(d)	Eagle Food Service, LLC	173		69
(e)	Enson Seafood GA, Inc. (formerly as GA-GW Seafood, Inc.)	59		59
(f)	Fortune One Foods, Inc.	—		4
(g)	Union Food LLC	2		—




	Total	$	607	$	213

_______________

(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.

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

The Company has reserved for 90% of the accounts receivable for Enson Seafood GA, Inc. as of June 30, 2023. This outstanding balance was reserved for 80% as of December 31, 2022. All other accounts receivable from these related parties are current and considered fully collectible. No additional allowance is deemed necessary as of June 30, 2023 and December 31, 2022.

Accounts Payable - Related Parties


	(In thousands)	June 30, 2023		December 31, 2022
(a)	Best Food Services, LLC	$	836	$	729





(b)	North Carolina Good Taste Noodle, Inc.	—		731


	Others	34		69
	Total	$	870	$	1,529

_______________

(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.

Promissory Note Payable - Related Party

The Company issued a $7.0 million unsecured subordinated promissory note to B&R Group Realty Holding, LLC in January 2020. During the three months ended June 30, 2022, the Company paid the remaining $4.5 million principal balance of this related party promissory note payable. Interest payments paid were $0.1 million for the three and six months ended June 30, 2022.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (SX 210.6-07(2)(e))
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-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Related Party Transactions - Narrative (Details) $ in Thousands		3 Months Ended		6 Months Ended
	May 18, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2022	Feb. 28, 2021
Related Party Transaction [Line Items]
Repayments of long-term debt				$ 3,172	$ 7,882
First Horizon Bank
Related Party Transaction [Line Items]
Sale of properties	$ 7,200
Gain from sale of properties	1,500
Repayments of long-term debt	$ 4,500			4,500
HG Realty \| Buildings
Related Party Transaction [Line Items]
Rental income		$ 0	$ 100	0	200
Kirnland \| Buildings
Related Party Transaction [Line Items]
Rental income		$ 100	$ 100	$ 200	100
Operating lease, term of contract (in years)							5 years
Enson Seafood GA, Inc. (formerly as GA-GW Seafood, Inc.)
Related Party Transaction [Line Items]
Accounts receivables reserved percentage		0.90		0.90		0.80
B&R Group Realty \| Mortgage-Secured Term Loans
Related Party Transaction [Line Items]
Debt instrument, periodic payment, principal					$ 100
HF Foods \| Shareholder
Related Party Transaction [Line Items]
Ownership of noncontrolling interest at June 30, 2023		10.00%		10.00%
Mr. Zhou Min Ni ("Mr. Ni")
Related Party Transaction [Line Items]
Common stock, shares outstanding, ownership percent		0.25		0.25

Related Party Transactions - Summary of Accounts Payable with Related Parties (Details) $ in Thousands	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)	Nov. 01, 2020 trust	Oct. 31, 2020 trust
Related Party
Related Party Transaction [Line Items]
Accounts payable	$ 870	$ 1,529
B&R Group Realty \| Mortgage-Secured Term Loans
Related Party Transaction [Line Items]
Other Receivables	7,000
Best Food Services, LLC
Related Party Transaction [Line Items]
Number of irrecoverable trusts \| trust			3	3
Best Food Services, LLC \| Related Party
Related Party Transaction [Line Items]
Accounts payable	836	729
North Carolina Good Taste Noodle, Inc. \| Related Party
Related Party Transaction [Line Items]
Accounts payable	0	731
Others \| Related Party
Related Party Transaction [Line Items]
Accounts payable	$ 34	$ 69

Balance Sheet Components - Schedule of Long-Term Investments (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Schedule of Equity Method Investments [Line Items]
Long-term investments	$ 2,414	$ 2,679
Asahi Food, Inc. ("Asahi")
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage	49.00%
Long-term investments	$ 614	879
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

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Schedule of Noncontrolling Interest

As of June 30, 2023 and December 31, 2022, noncontrolling interest equity consisted of the following:


($ in thousands)	Ownership of noncontrolling interest at June 30, 2023	June 30, 2023		December 31, 2022

HF Foods Industrial, LLC ("HFFI") (a)	45.00%	$	(672)	$	204
Min Food, Inc.	39.75%	1,836		1,704
Monterey Food Service, LLC	35.00%	447		452
Ocean West Food Services, LLC	32.50%	2,161		1,986
Syncglobal Inc.	43.00%	90		90
Total		$	3,862	$	4,436

_________________

Acquisitions

6 Months Ended

Jun. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisitions

Note 6 - 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 for the six months ended June 30, 2022 totaled approximately $0.3 million and were reflected in distribution, selling and administrative expenses in the condensed consolidated statement of operations and comprehensive income.

The information included herein was 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 Company finalized the valuation of assets acquired and liabilities assumed for the Sealand acquisition as of March 31, 2023.

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-competition 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-competition agreements are three years, with a weighted average amortization period of approximately nine years. The associated goodwill is deductible for tax purposes.

Unaudited Supplemental Pro Forma Financial Information

The following table presents the Company’s unaudited pro forma results for the three and six months ended June 30, 2022, as if the acquisition of Sealand had been consummated on January 1, 2022. 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.


(In thousands, except share and per share data)	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022

Pro forma net revenue	$	307,587	$	609,685

Pro forma net income attributable to HF Group	$	3,628	$	7,253

Pro forma earnings per common share - basic	$	0.07	$	0.14
Pro forma earnings per common share - diluted	$	0.07	$	0.13

Pro forma weighted average shares - basic	53,706,392		53,706,392
Pro forma weighted average shares - diluted	53,900,883		53,927,957

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
TOTAL NET REVENUE	$ 292,312	$ 299,642	$ 586,167	$ 577,857
TOTAL COST OF REVENUE	241,646	247,072	485,329	474,560
GROSS PROFIT	50,666	52,570	100,838	103,297
Distribution, selling and administrative expenses	52,243	45,843	105,172	86,251
(LOSS) INCOME FROM OPERATIONS	(1,577)	6,727	(4,334)	17,046
Other (income) expenses:
Interest expense	2,847	1,549	5,715	2,827
Other income	(127)	(163)	(355)	(939)
Change in fair value of interest rate swap contracts	(2,856)	(208)	(110)	(566)
Lease guarantee expense	(90)	(42)	(210)	5,889
Total other (income) expenses, net	(226)	1,136	5,040	7,211
(LOSS) INCOME BEFORE INCOME TAXES	(1,351)	5,591	(9,374)	9,835
Income tax expense (benefit)	209	1,097	(2,017)	2,201
NET (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME	(1,560)	4,494	(7,357)	7,634
Less: net (loss) income attributable to noncontrolling interests	(710)	(70)	(574)	(44)
NET (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO HF FOODS GROUP INC.	$ (850)	$ 4,564	$ (6,783)	$ 7,678
(LOSS) EARNINGS PER COMMON SHARE - BASIC (in USD per share)	$ (0.02)	$ 0.08	$ (0.13)	$ 0.14
(LOSS) EARNINGS PER COMMON SHARE - DILUTED (in USD per share)	$ (0.02)	$ 0.08	$ (0.13)	$ 0.14
WEIGHTED AVERAGE SHARES - BASIC (in shares)	54,046,328	53,706,392	53,935,178	53,706,392
WEIGHTED AVERAGE SHARES - DILUTED (in shares)	54,046,328	53,900,883	53,935,178	53,927,957
Third Party
TOTAL NET REVENUE	$ 290,364	$ 298,138	$ 581,926	$ 574,289
TOTAL COST OF REVENUE	239,724	245,716	481,181	471,349
Related Party
TOTAL NET REVENUE	1,948	1,504	4,241	3,568
TOTAL COST OF REVENUE	$ 1,922	$ 1,356	$ 4,148	$ 3,211

Balance Sheet Components - Schedule of Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued compensation	$ 6,007	$ 6,798
Accrued professional fees	2,077	3,866
Accrued interest and fees	1,202	1,082
Self-insurance liability	1,413	1,286
Accrued other	9,064	6,616
Total accrued expenses and other liabilities	$ 19,763	$ 19,648

Revenue (Tables)

6 Months Ended

Jun. 30, 2023

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:


	Three Months Ended June 30,								Six Months Ended June 30,
($ in thousands)	2023				2022				2023				2022
Seafood	$	91,382	31	%	$	93,397	32	%	$	184,272	32	%	$	168,203	29	%
Asian Specialty	76,337		26	%	75,337		25	%	154,161		26	%	150,013		26	%
Meat and Poultry	56,012		19	%	63,109		21	%	108,061		18	%	124,025		22	%
Fresh Produce	31,636		11	%	31,076		10	%	63,847		11	%	60,955		11	%
Packaging and Other	18,037		6	%	21,296		7	%	37,433		6	%	43,309		7	%
Commodity	18,908		7	%	15,427		5	%	38,393		7	%	31,352		5	%
Total	$	292,312	100	%	$	299,642	100	%	$	586,167	100	%	$	577,857	100	%

Goodwill and Acquired Intangible Assets - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 85,118		$ 85,118		$ 85,118
Amortization expense	$ 4,100	$ 4,000	$ 8,100	$ 7,600

- 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

Balance Sheet Components - Property and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	$ 187,429		$ 187,429		$ 186,156
Less: accumulated depreciation	(50,705)		(50,705)		(45,826)
Property and equipment, net	136,724		136,724		140,330
Depreciation	2,400	$ 2,200	5,000	$ 4,400
Restructuring, Settlement and Impairment Provisions	1,200
Automobiles
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	37,157		37,157		34,891
Buildings
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	63,045		63,045		63,045
Building improvements
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	22,944		22,944		20,637
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	527		527		444
Land
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	49,929		49,929		49,929
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	$ 13,827		$ 13,827		$ 17,210

Balance Sheet Components - Narrative (Details) - USD ($)	3 Months Ended			6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Depreciation	$ 2,400,000		$ 2,200,000	$ 5,000,000	$ 4,400,000
Other than temporary impairment		$ 0		$ 0

Earnings (Loss) Per Share (Tables)

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Schedule of Earnings Per Share Basic and Diluted

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


	Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands, except share and per share data)	2023		2022		2023		2022
Numerator:
Net (loss) income attributable to HF Foods Group Inc.	$	(850)	$	4,564	$	(6,783)	$	7,678
Denominator:
Weighted-average common shares outstanding	54,046,328		53,706,392		53,935,178		53,706,392
Effect of dilutive securities	—		194,491		—		221,565
Weighted-average dilutive shares outstanding	54,046,328		53,900,883		53,935,178		53,927,957
(Loss) earnings per common share:
Basic	$	(0.02)	$	0.08	$	(0.13)	$	0.14
Diluted	$	(0.02)	$	0.08	$	(0.13)	$	0.14

Acquisitions (Tables)

6 Months Ended

Jun. 30, 2023

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

Schedule of Pro Forma Information

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


(In thousands, except share and per share data)	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022

Pro forma net revenue	$	307,587	$	609,685

Pro forma net income attributable to HF Group	$	3,628	$	7,253

Pro forma earnings per common share - basic	$	0.07	$	0.14
Pro forma earnings per common share - diluted	$	0.07	$	0.13

Pro forma weighted average shares - basic	53,706,392		53,706,392
Pro forma weighted average shares - diluted	53,900,883		53,927,957

Summary of Significant Accounting Policies - Noncontrolling Interest (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Noncontrolling Interest [Line Items]
Noncontrolling interests	$ 3,862	$ 4,436
HF Foods Industrial, LLC ("HFFI") (a)
Noncontrolling Interest [Line Items]
Ownership of noncontrolling interest at June 30, 2023	45.00%
Noncontrolling interests	$ (672)	204
Min Food, Inc.
Noncontrolling Interest [Line Items]
Ownership of noncontrolling interest at June 30, 2023	39.75%
Noncontrolling interests	$ 1,836	1,704
Monterey Food Service, LLC
Noncontrolling Interest [Line Items]
Ownership of noncontrolling interest at June 30, 2023	35.00%
Noncontrolling interests	$ 447	452
Ocean West Food Services, LLC
Noncontrolling Interest [Line Items]
Ownership of noncontrolling interest at June 30, 2023	32.50%
Noncontrolling interests	$ 2,161	1,986
Syncglobal Inc.
Noncontrolling Interest [Line Items]
Ownership of noncontrolling interest at June 30, 2023	43.00%
Noncontrolling interests	$ 90	$ 90

- Definition

Amount of equity (deficit) attributable to noncontrolling interest. Excludes temporary equity.

+ References

+ Details

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
CURRENT ASSETS:
Cash	$ 14,946	$ 24,289
Inventories	111,066	120,291
Prepaid expenses and other current assets	12,482	8,937
TOTAL CURRENT ASSETS	184,687	197,916
Property and equipment, net	136,724	140,330
Operating lease right-of-use assets	12,336	14,164
Long-term investments	2,414	2,679
Customer relationships, net	152,465	157,748
Trademarks and other intangibles, net	33,484	36,343
Goodwill	85,118	85,118
Other long-term assets	4,860	3,231
TOTAL ASSETS	612,088	637,529
CURRENT LIABILITIES:
Checks issued not presented for payment	20,874	21,946
Line of credit	42,173	53,056
Current portion of long-term debt, net	5,936	6,266
Current portion of obligations under finance leases	1,980	2,254
Current portion of obligations under operating leases	3,538	3,676
Accrued expenses and other liabilities	19,763	19,648
TOTAL CURRENT LIABILITIES	149,982	163,890
Long-term debt, net of current portion	112,623	115,443
Obligations under finance leases, non-current	11,375	11,441
Obligations under operating leases, non-current	9,052	10,591
Deferred tax liabilities	33,119	34,443
Other long-term liabilities	5,337	5,472
TOTAL LIABILITIES	321,488	341,280
COMMITMENTS AND CONTINGENCIES (Note 14)
SHAREHOLDERS’ EQUITY:
Preferred Stock, $0.0001 par value, 1,000,000 shares authorized, no shares issued and outstanding as of June 30, 2023 and December 31, 2022	0	0
Common Stock, $0.0001 par value, 100,000,000 shares authorized, 54,086,164 shares issued and outstanding as of June 30, 2023 and 53,813,777 shares issued and outstanding as of December 31, 2022	5	5
Additional paid-in capital	600,030	598,322
Accumulated deficit	(313,297)	(306,514)
TOTAL SHAREHOLDERS’ EQUITY ATTRIBUTABLE TO HF FOODS GROUP INC.	286,738	291,813
Noncontrolling interests	3,862	4,436
TOTAL SHAREHOLDERS’ EQUITY	290,600	296,249
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	612,088	637,529
Nonrelated Party
CURRENT ASSETS:
Accounts receivable, net	45,586	44,186
CURRENT LIABILITIES:
Accounts payable	54,848	55,515
Related Party
CURRENT ASSETS:
Accounts receivable, net	607	213
CURRENT LIABILITIES:
Accounts payable	$ 870	$ 1,529

Goodwill and Acquired Intangible Assets

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Acquired Intangible Assets

Note 7 - Goodwill and Acquired Intangible Assets

Goodwill

Goodwill was $85.1 million as of June 30, 2023 and December 31, 2022. There was no change in the carrying amount of goodwill for the six months ended June 30, 2023.

Acquired Intangible Assets

The components of the intangible assets are as follows:


	June 30, 2023						December 31, 2022
(In thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Non-competition agreement	$	3,892	$	(1,781)	$	2,111	$	3,892	$	(1,132)	$	2,760
Trademarks	44,256		(12,883)		31,373		44,256		(10,673)		33,583
Customer relationships	185,266		(32,801)		152,465		185,266		(27,518)		157,748
Total	$	233,414	$	(47,465)	$	185,949	$	233,414	$	(39,323)	$	194,091

Amortization expense for acquired intangible assets was $4.1 million and $4.0 million for the three months ended June 30, 2023 and 2022, respectively. Amortization expense for acquired intangible assets was $8.1 million and $7.6 million for the six months ended June 30, 2023 and 2022, respectively. During the three months ended June 30, 2022, the Company impaired its acquired developed technology and recognized impairment expense of $0.4 million in distribution, selling and administrative expenses in the unaudited condensed consolidated statements of income and comprehensive income.

Debt - Long-term Debt (Details) $ in Thousands			6 Months Ended
Debt - Long-term Debt (Details) $ in Thousands	Dec. 19, 2021	Aug. 20, 2019	Jun. 30, 2023 USD ($) property	Dec. 31, 2022 USD ($)
Debt Instrument [Line Items]
Total debt, principal amount			$ 118,839	$ 122,011
Less: debt issuance costs			(280)	(302)
Total			118,559	121,709
Less: current portion			(5,936)	(6,266)
Long-term debt			112,623	115,443
Bank of America
Debt Instrument [Line Items]
Total debt, principal amount			$ 4,030	4,315
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			4.28%
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			$ 5,750	5,822
Number of real properties secured \| property			4
East West Bank \| Mortgage-Secured Term Loans \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Basis spread on variable rate		2.29%
East West Bank \| Minimum
Debt Instrument [Line Items]
Interest rate, stated percentage			4.40%
Collateral amount			$ 1,800
East West Bank \| Maximum
Debt Instrument [Line Items]
Interest rate, stated percentage			8.75%
Collateral amount			$ 2,900
JP Morgan Chase
Debt Instrument [Line Items]
Total debt, principal amount			108,978	111,714
JP Morgan Chase \| Assets Held by Subsidiaries
Debt Instrument [Line Items]
Collateral amount			108,800	111,400
JP Morgan Chase \| Vehicles and Equipment
Debt Instrument [Line Items]
Collateral amount			$ 100	300
JP Morgan Chase \| Minimum
Debt Instrument [Line Items]
Interest rate, stated percentage			6.77%
JP Morgan Chase \| Maximum
Debt Instrument [Line Items]
Interest rate, stated percentage			7.14%
Other finance institutions
Debt Instrument [Line Items]
Total debt, principal amount			$ 81	$ 160
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%

Related Party Transactions - Summary of Sales to Related Parties (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Nov. 01, 2020 trust	Oct. 31, 2020 trust
Sales
Related Party Transaction [Line Items]
Sales - related party	$ 1,948	$ 1,504	$ 4,241	$ 3,568
ABC Food Trading, LLC
Related Party Transaction [Line Items]
Number of irrecoverable trusts \| trust					3	3
ABC Food Trading, LLC \| Sales
Related Party Transaction [Line Items]
Sales - related party	722	1,070	1,315	2,262
Asahi Food, Inc. \| Sales
Related Party Transaction [Line Items]
Sales - related party	191	188	386	369
Best Food Services, LLC
Related Party Transaction [Line Items]
Number of irrecoverable trusts \| trust					3	3
Best Food Services, LLC \| Sales
Related Party Transaction [Line Items]
Sales - related party	93	223	526	869
Eagle Food Services, LLC \| Sales
Related Party Transaction [Line Items]
Sales - related party	922	0	1,942	0
First Choice Seafood, Inc. \| Sales
Related Party Transaction [Line Items]
Sales - related party	8	9	16	18
Fortune One Foods, Inc. \| Sales
Related Party Transaction [Line Items]
Sales - related party	4	14	23	14
N&F Logistics, Inc. \| Sales
Related Party Transaction [Line Items]
Sales - related party	0	0	6	36
Union Food LLC \| Sales
Related Party Transaction [Line Items]
Sales - related party	$ 8	$ 0	$ 27	$ 0

Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 14 - 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.

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 a demand made by the SEC nor is it possible at this time to estimate the amount of any such fines and penalties, should they occur.

On May 20, 2022, the Board of Directors of HF Foods 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 Foods engaged in misconduct and breached their fiduciary duties, and demands that HF Foods 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 Foods 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 to determine whether the Company should assert any claims based on the allegations made in the Bishop Demand against the current or former officers and directors.

On August 19, 2022, James Bishop filed a verified stockholder derivative complaint (the “Delaware Action”) in the Court of Chancery of the State of Delaware (the “Court of Chancery”), 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.

Effective as of April 20, 2023, the Company and certain parties to the Delaware Action reached an agreement to settle the Delaware Action on the terms and conditions set forth in a binding term sheet, which was incorporated into a long-form settlement agreement on May 5, 2023 (the “Settlement Agreement”), which was filed with the Court of Chancery on May 8, 2023. The Settlement Agreement, which is subject to the approval of the Court of Chancery, provided for, among other things, the dismissal of the Delaware Action with prejudice, and releases of claims against all named defendants in the Delaware Action, in exchange for Zhou Min Ni, a former Chairman and Chief Executive Officer of the Company, and Chan Sin Wong, a former President and Chief Operating Officer of the Company, making a payment to the Company in the sum of $9.25 million and the Company adopting certain changes to its bylaws and/or other internal governance policies and procedures. On May 11, 2023, the Court of Chancery scheduled a hearing to be held on September 8, 2023, to consider, among other things, whether to approve the proposed settlement and an application by Bishop’s counsel for an award of attorneys’ fees and expenses.

AnHeart Lease Guarantee

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 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 and therefore does not consolidate, because it does not have the power to direct the activities of AnHeart that most significantly impact AnHeart's economic performance.

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. The case remains pending in New York.

In accordance with ASC Topic 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. During the three months ended March 31, 2022, the Company recorded a lease guarantee liability of $5.9 million. The Company determined the discounted value of the lease guarantee liability using a discount rate of 4.55%. As of June 30, 2023, the Company had a lease guarantee liability of $5.6 million. The current portion of the lease guarantee liability of $0.3 million is recorded in accrued expenses and other liabilities, while the long-term portion is recorded in other long-term liabilities on the condensed 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 June 30, 2023 are presented below:



(In thousands)	Amount
Year Ended December 31,

2023 (remaining six months)	$	280
2024	582
2025	604
2026	621
2027	638
Thereafter	4,478
Total	7,203
Less: imputed interest	(1,583)
Total minimum lease payments	$	5,620

Commitments and Contingencies - Schedule of Operating Lease Maturities (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2023 (remaining six months)	$ 280
2024	582
2025	604
2026	621
2027	638
Thereafter	4,478
Total	7,203
Less: imputed interest	(1,583)
Total minimum lease payments	$ 5,620

Acquisitions - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022	Apr. 29, 2022
Business Acquisition [Line Items]
Goodwill	$ 85,118	$ 85,118
Sealand Food Inc Asset Purchase Agreement
Business Acquisition [Line Items]
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

Goodwill and Acquired Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

The components of the intangible assets are as follows:


	June 30, 2023						December 31, 2022
(In thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Non-competition agreement	$	3,892	$	(1,781)	$	2,111	$	3,892	$	(1,132)	$	2,760
Trademarks	44,256		(12,883)		31,373		44,256		(10,673)		33,583
Customer relationships	185,266		(32,801)		152,465		185,266		(27,518)		157,748
Total	$	233,414	$	(47,465)	$	185,949	$	233,414	$	(39,323)	$	194,091

Fair Value Measurements - Schedule of Debt Securities, Carrying Value and Fair Value (Details) - Reported Value Measurement - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Bank of America \| Fixed Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	$ 1,768	$ 1,948
Bank of America \| Variable Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	2,261	2,330
Bank of America \| Level 1 \| Fixed Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	0	0
Bank of America \| Level 1 \| Variable Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	0	0
Bank of America \| Level 2 \| Fixed Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	0	0
Bank of America \| Level 2 \| Variable Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	2,261	2,330
Bank of America \| Level 3 \| Fixed Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	1,500	1,630
Bank of America \| Level 3 \| Variable Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	0	0
East West Bank \| Fixed Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	2,314	2,351
East West Bank \| Variable Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	3,437	3,471
East West Bank \| Level 1 \| Fixed Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	0	0
East West Bank \| Level 1 \| Variable Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	0	0
East West Bank \| Level 2 \| Fixed Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	0	0
East West Bank \| Level 2 \| Variable Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	3,437	3,471
East West Bank \| Level 3 \| Fixed Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	1,747	1,786
East West Bank \| Level 3 \| Variable Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	0	0
Other Finance Institutions \| Fixed Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	81	197
Other Finance Institutions \| Level 1 \| Fixed Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	0	0
Other Finance Institutions \| Level 2 \| Fixed Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	0	0
Other Finance Institutions \| Level 3 \| Fixed Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	81	186
JP Morgan \| Variable Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	108,698	111,413
JP Morgan \| Level 1 \| Variable Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	0	0
JP Morgan \| Level 2 \| Variable Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	108,698	111,413
JP Morgan \| Level 3 \| Variable Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	$ 0	$ 0

Debt

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Debt

Note 9 - Debt

Long-term debt at June 30, 2023 and December 31, 2022 is summarized as follows:


($ in thousands)
Bank Name	Maturity	Interest Rate at June 30, 2023	June 30, 2023		December 31, 2022
Bank of America (a)	October 2026 - December 2029	4.28% - 5.80%	$	4,030	$	4,315
East West Bank (b)	August 2027 - September 2029	4.40% - 8.75%	5,750		5,822

JPMorgan Chase & Co. (c)	December 2023 - January 2030	6.77% - 7.14%	108,978		111,714
Other finance institutions (d)	December 2023 - March 2024	5.99% - 6.14%	81		160
Total debt, principal amount			118,839		122,011
Less: debt issuance costs			(280)		(302)
Total debt, carrying value			118,559		121,709
Less: current portion			(5,936)		(6,266)
Long-term debt			$	112,623	$	115,443

_______________

(a)Loan balance consists of real estate term loan and equipment term loan, collateralized by one real property and specific equipment. The real estate term loan 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.

(d)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 June 30, 2023, the Company was in compliance with its covenants.

- 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://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Acquisitions - Narrative (Details) - USD ($) $ in Thousands	Apr. 29, 2022	Jun. 30, 2022
Trademarks and Trade Names
Business Acquisition [Line Items]
Royalty rate	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
Transaction costs		$ 300
Intangible assets	$ 14,717
Estimated amortization period (in years)	9 years
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

Balance Sheet Components - Accounts Receivable (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Accounts, Notes, Loans and Financing Receivable [Line Items]
Less: allowance for expected credit losses	$ (1,474)	$ (1,442)	$ (1,468)	$ (840)
Nonrelated Party
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	47,060	45,628
Less: allowance for expected credit losses	(1,474)	(1,442)
Accounts receivable, net	$ 45,586	$ 44,186

- Definition

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

+ References + Details

Revenue

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue

Note 3 - Revenue

For the three and six months ended June 30, 2023 and 2022, 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:


	Three Months Ended June 30,								Six Months Ended June 30,
($ in thousands)	2023				2022				2023				2022
Seafood	$	91,382	31	%	$	93,397	32	%	$	184,272	32	%	$	168,203	29	%
Asian Specialty	76,337		26	%	75,337		25	%	154,161		26	%	150,013		26	%
Meat and Poultry	56,012		19	%	63,109		21	%	108,061		18	%	124,025		22	%
Fresh Produce	31,636		11	%	31,076		10	%	63,847		11	%	60,955		11	%
Packaging and Other	18,037		6	%	21,296		7	%	37,433		6	%	43,309		7	%
Commodity	18,908		7	%	15,427		5	%	38,393		7	%	31,352		5	%
Total	$	292,312	100	%	$	299,642	100	%	$	586,167	100	%	$	577,857	100	%

- 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
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 15 - Subsequent Events Other than as disclosed elsewhere, no subsequent events have occurred that would require recognition in the unaudited condensed consolidated financial statements or disclosure in the accompanying notes.

Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Revenue (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
TOTAL NET REVENUE	$ 292,312	$ 299,642	$ 586,167	$ 577,857
Revenue Benchmark \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Operating concentration risk (percentage)	100.00%	100.00%	100.00%	100.00%
Seafood
Disaggregation of Revenue [Line Items]
TOTAL NET REVENUE	$ 91,382	$ 93,397	$ 184,272	$ 168,203
Seafood \| Revenue Benchmark \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Operating concentration risk (percentage)	31.00%	32.00%	32.00%	29.00%
Asian Specialty
Disaggregation of Revenue [Line Items]
TOTAL NET REVENUE	$ 76,337	$ 75,337	$ 154,161	$ 150,013
Asian Specialty \| Revenue Benchmark \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Operating concentration risk (percentage)	26.00%	25.00%	26.00%	26.00%
Meat and Poultry
Disaggregation of Revenue [Line Items]
TOTAL NET REVENUE	$ 56,012	$ 63,109	$ 108,061	$ 124,025
Meat and Poultry \| Revenue Benchmark \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Operating concentration risk (percentage)	19.00%	21.00%	18.00%	22.00%
Fresh Produce
Disaggregation of Revenue [Line Items]
TOTAL NET REVENUE	$ 31,636	$ 31,076	$ 63,847	$ 60,955
Fresh Produce \| Revenue Benchmark \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Operating concentration risk (percentage)	11.00%	10.00%	11.00%	11.00%
Packaging and Other
Disaggregation of Revenue [Line Items]
TOTAL NET REVENUE	$ 18,037	$ 21,296	$ 37,433	$ 43,309
Packaging and Other \| Revenue Benchmark \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Operating concentration risk (percentage)	6.00%	7.00%	6.00%	7.00%
Commodity
Disaggregation of Revenue [Line Items]
TOTAL NET REVENUE	$ 18,908	$ 15,427	$ 38,393	$ 31,352
Commodity \| Revenue Benchmark \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Operating concentration risk (percentage)	7.00%	5.00%	7.00%	5.00%

Stock-Based Compensation	6 Months Ended
Stock-Based Compensation	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
Stock-Based Compensation	Note 13 - Stock-Based Compensation In July 2021, the Company began issuing awards under the HF Foods Group Inc. 2018 Omnibus Equity Incentive Plan (the “2018 Incentive Plan”), which reserves up to 3,000,000 shares of the Company's common stock for issuance of awards to employees, non-employee directors and consultants. As of June 30, 2023, the Company had 909,226 time-based vesting restricted stock units unvested, 678,381 performance-based restricted stock units unvested, 449,619 shares of common stock vested and 962,774 shares remaining available for future awards under the 2018 Incentive Plan. Stock-based compensation expense was $0.8 million and $0.2 million for the three months ended June 30, 2023 and 2022, respectively, and $1.8 million and $0.5 million for the six months ended June 30, 2023 and 2022, respectively. Stock-based compensation expense was included in distribution, selling and administrative expenses in the Company's unaudited condensed consolidated statements of income and comprehensive income. As of June 30, 2023, there was $5.8 million of total unrecognized compensation cost related to all non-vested outstanding RSUs and PSUs outstanding under the 2018 Incentive Plan, with a weighted average remaining service period of 2.22 years.

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2023

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:


	June 30, 2023								December 31, 2022
	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:
Interest rate swaps	$	—	$	640	$	—	$	640	$	—	$	530	$	—	$	530

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 9 - Debt of the Notes to the Unaudited Condensed Consolidated Financial Statements, including the current portion, as of the dates indicated:


	Fair Value Measurements
(In thousands)	Level 1		Level 2		Level 3		Carrying Value
June 30, 2023
Fixed rate debt:

Bank of America	$	—	$	—	$	1,500	$	1,768
East West Bank	—		—		1,747		2,314

Other finance institutions	—		—		81		81
Variable rate debt:
JPMorgan Chase & Co.	$	—	$	108,698	$	—	$	108,698
Bank of America	—		2,261		—		2,261
East West Bank	—		3,437		—		3,437

December 31, 2022
Fixed rate debt:

Bank of America	$	—	$	—	$	1,630	$	1,948
East West Bank	—		—		1,786		2,351

Other finance institutions	—		—		186		197
Variable rate debt:
JPMorgan Chase & Co.	$	—	$	111,413	$	—	$	111,413
Bank of America	—		2,330		—		2,330
East West Bank	—		3,471		—		3,471

Please refer to Note 9 - Debt for additional information regarding the Company's debt.

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net (loss) income	$ (7,357)	$ 7,634
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization expense	13,129	11,859
Asset impairment charges	1,200	422
Gain from disposal of property and equipment	0	(1,351)
Provision for credit losses	56	111
Deferred tax benefit	(1,324)	(2,674)
Change in fair value of interest rate swap contracts	(110)	(565)
Stock-based compensation	1,848	511
Non-cash lease expense	1,916	1,579
Lease guarantee expense	(210)	5,889
Other expense (income)	389	(47)
Changes in operating assets and liabilities (excluding effects of acquisitions):
Accounts receivable	(1,456)	(6,529)
Accounts receivable - related parties	(394)	(629)
Inventories	9,225	(13,662)
Prepaid expenses and other current assets	(3,545)	(4,199)
Other long-term assets	(1,519)	(494)
Accounts payable	(667)	16,799
Accounts payable - related parties	(659)	159
Operating lease liabilities	(1,765)	(1,551)
Accrued expenses and other liabilities	(25)	396
Net cash provided by operating activities	8,732	13,658
Cash flows from investing activities:
Purchase of property and equipment	(1,522)	(4,028)
Proceeds from sale of property and equipment	0	7,667
Payment made for acquisition of Sealand	0	(34,849)
Payment made for acquisition of Great Wall Group	0	(17,445)
Net cash used in investing activities	(1,522)	(48,655)
Cash flows from financing activities:
Checks issued not presented for payment	(1,072)	2,348
Proceeds from line of credit	594,916	625,656
Repayment of line of credit	(605,826)	(620,783)
Proceeds from long-term debt	0	45,952
Repayment of long-term debt	(3,172)	(7,882)
Payment of debt financing costs	0	(579)
Repayment of obligations under finance leases	(1,399)	(1,243)
Repayment of promissory note payable - related party	0	(4,500)
Proceeds from noncontrolling interests shareholders	0	240
Cash distribution to shareholders	0	(186)
Net cash (used in) provided by financing activities	(16,553)	39,023
Net (decrease) increase in cash	(9,343)	4,026
Cash at beginning of the period	24,289	14,792
Cash at end of the period	14,946	18,818
Supplemental disclosure of cash flow data:
Cash paid for interest	5,420	1,883
Cash paid for income taxes	825	8,525
Supplemental disclosure of non-cash investing and financing activities:
Right-of-use assets obtained in exchange for operating lease liabilities	88	3,913
Property acquired in exchange for finance leases	1,059	1,220
Intangible asset acquired in exchange for noncontrolling interests	$ 0	$ 566

Balance Sheet Components (Tables)

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Accounts, Notes, Loans and Financing Receivable

Accounts receivable, net consisted of the following:


(In thousands)	June 30, 2023		December 31, 2022
Accounts receivable	$	47,060	$	45,628
Less: allowance for expected credit losses	(1,474)		(1,442)
Accounts receivable, net	$	45,586	$	44,186

Schedule of Financing Receivable, Allowance for Credit Loss

Movement of allowance for expected credit losses was as follows:


	Six Months Ended June 30,
(In thousands)	2023		2022
Beginning balance	$	1,442	$	840
Adjustment for adoption of the CECL standard	—		690
Increase (decrease) in provision for expected credit losses	56		(54)
Bad debt write-offs	(24)		(8)
Ending balance	$	1,474	$	1,468

Schedule of Property and Equipment

Property and equipment, net consisted of the following:


(In thousands)	June 30, 2023		December 31, 2022
Automobiles	$	37,157	$	34,891
Buildings	63,045		63,045
Building improvements	22,944		20,637
Furniture and fixtures	527		444
Land	49,929		49,929
Machinery and equipment	13,827		17,210
Subtotal	187,429		186,156
Less: accumulated depreciation	(50,705)		(45,826)
Property and equipment, net	$	136,724	$	140,330

Schedule of Long-Term Investments

Long-term investments consisted of the following:


(In thousands)	Ownership as of June 30, 2023	June 30, 2023		December 31, 2022
Asahi Food, Inc. ("Asahi")	49%	$	614	$	879
Pt. Tamron Akuatik Produk Industri ("Tamron")	12%	1,800		1,800
Total long-term investments		$	2,414	$	2,679

Schedule of Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following:


(In thousands)	June 30, 2023		December 31, 2022
Accrued compensation	$	6,007	$	6,798
Accrued professional fees	2,077		3,866

Accrued interest and fees	1,202		1,082
Self-insurance liability	1,413		1,286
Accrued other	9,064		6,616
Total accrued expenses and other liabilities	$	19,763	$	19,648

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2023	Aug. 05, 2023
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
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
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		54,145,924
Entity Central Index Key	0001680873
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false
Common Stock
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	HFFG
Security Exchange Name	NASDAQ
Preferred Stock
Title of 12(b) Security	Preferred Share Purchase Rights
Trading Symbol	N/A
Security Exchange Name	NASDAQ

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
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)	54,086,164	53,813,777
Common stock, outstanding (in shares)	54,086,164	53,813,777

Organization and Description of Business (Details)	6 Months Ended
Organization and Description of Business (Details)	Jun. 30, 2023 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of operating segments	1
Number of reportable segments	1

Goodwill and Acquired Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		$ 233,414		$ 233,414
Accumulated Amortization		(47,465)		(39,323)
Net Carrying Amount		185,949		194,091
Asset impairment charges	$ 400	1,200	$ 422
Non-competition agreement
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		3,892		3,892
Accumulated Amortization		(1,781)		(1,132)
Net Carrying Amount		2,111		2,760
Tradenames
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		44,256		44,256
Accumulated Amortization		(12,883)		(10,673)
Net Carrying Amount		31,373		33,583
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		185,266		185,266
Accumulated Amortization		(32,801)		(27,518)
Net Carrying Amount		$ 152,465		$ 157,748

Income Taxes - Narrative (Details)	3 Months Ended		6 Months Ended
Income Taxes - Narrative (Details)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Income tax (benefit) provision	(15.50%)	19.60%	21.50%	22.40%

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Note 11 - Income Taxes The Company has computed its provision for income taxes under the discrete method which treats the year-to-date period as if it were the annual period and determines the income tax expense or benefit on that basis. The Company believes that, at this time, the use of the discrete method is more appropriate than the estimated annual effective tax rate method as the estimated annual effective tax rate method is not reliable. For the three and six months ended June 30, 2023, the Company's effective income tax rate of (15.5)% and 21.5%, respectively, differed from the federal statutory tax rate primarily as a result of permanent differences and state income taxes. For the three and six months ended June 30, 2022, the Company's effective income tax rate of 19.6% and 22.4%, respectively, differed from the federal statutory tax rate primarily as a result of state income taxes.

- 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
-Topic 946
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 740
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-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details