HF Foods Group Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. HF Foods Group Inc. and Subsidiaries Consolidated Financial Statements Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm - Year Ended December 31, 2021 (BDO USA, LLP; Troy, Michigan; PCAOB ID # 243 ) 41 Report of Independent Registered Public Accounting Firm - Year Ended December 31, 2020 (Friedman, LLP; New York, NY; PCAOB ID # 711 ) 42 Consolidated Financial Statements Consolidated Balance Sheets 43 Consolidated Statements of Operations and Comprehensive Income (Loss) 44 Consolidated Statements of Cash Flows 45 Consolidated Statements of Changes in Shareholders’ Equity 46 Notes to Consolidated Financial Statements 47 40 Report of Independent Registered Public Accounting Firm Shareholders and Board of Directors HF Foods Group Inc. Las Vegas, Nevada Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of HF Foods Group Inc. (the “Company”) as of December 31, 2021, the related consolidated statements of operations and comprehensive income, changes in shareholders’ equity, and cash flows for the year ended December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and the results of its operations and its cash flows for the year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America. Restatement As discussed in Note 1 to the consolidated financial statements, the 2020 and 2019 financial statements have been restated to correct errors. We also have audited the adjustments described in Note 1 that were applied to restate the 2020 and 2019 consolidated financial statements to correct errors. In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures to the 2020 and 2019 consolidated financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2020 and 2019 consolidated financial statements taken as a whole. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ BDO USA, LLP We have served as the Company’s auditor since 2021. Troy, Michigan January 31, 2023 41 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of HF Foods Group Inc. Opinion on the Financial Statements We have audited, before the effects of the adjustments the Company identified during 2022 to restate the financial statements as described in Note 1, the accompanying consolidated balance sheet of HF Foods Group Inc. and its subsidiaries (collectively, the “Company”) as of December 31, 2020, and the related consolidated statements of operations and comprehensive income (loss), changes in shareholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements”) (the 2020 financial statements before the effects of the adjustments the Company identified during 2022 to restate the financial statements as described in Note 1 are not presented herein). In our opinion, except for the effects of the adjustments the Company identified during 2022 to restate the financial statements as described in Note 1, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America. We were not engaged to audit, review or apply any procedures to the adjustments the Company identified during 2022 to restate the financial statements as described in Note 1, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied. Those adjustments were audited by other auditors. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Friedman LLP We served as the Company’s auditor 2017 to 2021. New York, New York March 16, 2021 42 HF FOODS GROUP INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share data) December 31, 2021 December 31, 2020 (As Restated) ASSETS CURRENT ASSETS: Cash $ 14,792 $ 9,581 Accounts receivable, net 36,281 24,850 Accounts receivable - related parties 249 1,269 Inventories 102,690 58,535 Advances to suppliers - related parties — 197 Other current assets 5,559 4,613 TOTAL CURRENT ASSETS 159,571 99,045 Property and equipment, net 145,908 142,708 Operating lease right-of-use assets 11,664 1,457 Long-term investments 2,462 2,377 Customer relationships, net 159,161 149,914 Trademarks and other intangibles, net 35,891 25,884 Goodwill 80,257 68,512 Other long-term assets 2,032 694 TOTAL ASSETS $ 596,946 $ 490,591 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Checks issued not presented for payment $ 17,834 $ 14,840 Line of credit 55,293 18,279 Accounts payable 57,745 27,331 Accounts payable - related parties 1,941 2,306 Current portion of long-term debt, net 5,557 5,641 Current portion of obligations under finance leases 2,274 2,006 Current portion of obligations under operating leases 2,482 470 Accrued expenses and other liabilities 12,138 8,854 TOTAL CURRENT LIABILITIES 155,264 79,727 Long-term debt, net of current portion 81,811 88,009 Promissory note payable - related party 4,500 7,000 Obligations under finance leases, non-current 11,676 5,012 Obligations under operating leases, non-current 9,251 996 Deferred tax liabilities 39,455 46,325 TOTAL LIABILITIES 301,957 227,069 COMMITMENTS AND CONTINGENCIES (NOTE 18) SHAREHOLDERS’ EQUITY: Preferred Stock, $ 0.0001 par value, 1,000,000 shares authorized, no shares issued and outstanding as of December 31, 2021 and December 31, 2020 — — Common Stock, $ 0.0001 par value, 100,000,000 shares authorized, 53,706,392 shares issued and outstanding as of December 31, 2021 and 51,913,411 shares issued and outstanding as of December 31, 2020 5 5 Additional paid-in capital 597,227 587,579 Accumulated deficit ( 306,284 ) ( 328,429 ) TOTAL SHAREHOLDERS’ EQUITY ATTRIBUTABLE TO HF FOODS GROUP INC. 290,948 259,155 Noncontrolling interests 4,041 4,367 TOTAL SHAREHOLDERS’ EQUITY 294,989 263,522 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 596,946 $ 490,591 The accompanying notes are an integral part of these consolidated financial statements. 43 HF FOODS GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (In thousands, except share and per share data) Year Ended December 31, 2021 2020 2019 (As Restated) (As Restated) Net revenue - third parties $ 787,829 $ 553,524 $ 368,871 Net revenue - related parties 9,055 13,308 19,291 TOTAL NET REVENUE 796,884 566,832 388,162 Cost of revenue - third parties 636,253 453,346 305,331 Cost of revenue - related parties 9,119 12,739 18,583 TOTAL COST OF REVENUE 645,372 466,085 323,914 GROSS PROFIT 151,512 100,747 64,248 Distribution, selling and administrative expenses 122,030 106,355 56,021 Goodwill impairment loss — 338,191 — INCOME (LOSS) FROM OPERATIONS 29,482 ( 343,799 ) 8,227 Other income (expense): Interest expense ( 4,091 ) ( 4,321 ) ( 1,747 ) Other income 508 1,096 1,441 Change in fair value of interest rate swap contracts 1,425 ( 920 ) — Total Other income (expenses), net ( 2,158 ) ( 4,145 ) ( 306 ) INCOME (LOSS) BEFORE INCOME TAX PROVISION 27,324 ( 347,944 ) 7,921 Income tax provision (benefit) 4,503 ( 4,725 ) 2,441 NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) 22,821 ( 343,219 ) 5,480 Less: net income attributable to noncontrolling interests 676 293 506 NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO HF FOODS GROUP INC. $ 22,145 $ ( 343,512 ) $ 4,974 EARNINGS (LOSS) PER COMMON SHARE - BASIC $ 0.43 $ ( 6.59 ) $ 0.18 EARNINGS (LOSS) PER COMMON SHARE - DILUTED $ 0.43 $ ( 6.59 ) $ 0.18 WEIGHTED AVERAGE SHARES - BASIC 51,918,323 52,095,585 27,113,288 WEIGHTED AVERAGE SHARES - DILUTED 52,091,822 52,095,585 27,113,288 The accompanying notes are an integral part of these consolidated financial statements. 44 HF FOODS GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2021 2020 2019 Cash flows from operating activities: (As Restated) (As Restated) Net income (loss) $ 22,821 $ ( 343,219 ) $ 5,480 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization expense 19,126 18,923 5,142 Goodwill impairment loss — 338,191 — (Gain) loss from disposal of equipment ( 1,636 ) ( 140 ) 78 Change in allowance for doubtful accounts ( 433 ) 1,564 72 Deferred tax benefit ( 6,870 ) ( 5,916 ) ( 251 ) Income from equity method investment ( 85 ) ( 81 ) ( 7 ) Change in fair value of interest rate swap contracts ( 1,425 ) 920 — Stock-based compensation 635 — — Non-cash lease expense 861 533 1,153 Changes in operating assets and liabilities (excluding effects of acquisitions): Accounts receivable ( 10,999 ) 23,517 ( 4,847 ) Accounts receivable - related parties 1,020 2,964 1,530 Inventories ( 19,426 ) 18,997 1,096 Advances to suppliers - related parties 197 548 781 Other current assets ( 944 ) ( 204 ) ( 271 ) Other long-term assets ( 1,337 ) ( 298 ) 142 Accounts payable 12,978 ( 11,882 ) ( 2,528 ) Accounts payable - related parties ( 365 ) ( 2,215 ) ( 930 ) Operating lease liabilities ( 724 ) ( 503 ) ( 800 ) Accrued expenses and other liabilities 4,115 3,994 ( 1,032 ) Net cash provided by operating activities 17,509 45,693 4,808 Cash flows from investing activities: Cash received from acquisition of B&R Global — — 7,018 Purchase of property and equipment ( 2,205 ) ( 664 ) ( 4,836 ) Proceeds from disposal of property and equipment 3,246 257 287 Cash received from long-term notes receivable — — 290 Payment made for notes receivable — — ( 109 ) Proceeds from long-term notes receivable to related parties — — 386 Payment made for long-term notes receivable to related parties — — ( 261 ) Payment made for acquisition of B&R Realty — ( 94,004 ) — Payment made for acquisition of Great Wall Group ( 37,841 ) — — Payment made for acquisition of noncontrolling interests ( 5,000 ) — — Settlement of interest rate swap contracts 718 — — Net cash (used in) provided by investing activities ( 41,082 ) ( 94,411 ) 2,775 Cash flows from financing activities: Checks issued not presented for payment 2,994 ( 113 ) 2,870 Proceeds from line of credit 857,304 553,192 144,046 Repayment of line of credit ( 820,422 ) ( 576,313 ) ( 146,661 ) Proceeds from long-term debt — 75,600 8,378 Repayment of long-term debt ( 6,599 ) ( 6,590 ) ( 6,339 ) Repayment of obligations under finance leases ( 2,135 ) ( 1,840 ) ( 525 ) Repayment of promissory note payable - related party ( 2,500 ) — — Proceeds from noncontrolling interests shareholders 480 — — Cash distribution to shareholders ( 338 ) ( 175 ) ( 303 ) Net cash provided by (used in) financing activities 28,784 43,761 1,466 Net increase (decrease) in cash 5,211 ( 4,957 ) 9,049 Cash at beginning of the year 9,581 14,538 5,489 Cash at end of the year $ 14,792 $ 9,581 $ 14,538 The accompanying notes are an integral part of these consolidated financial statements. 45 HF FOODS GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (In thousands, except share data) Common Stock Treasury Stock Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Total Shareholders’ Equity Attributable to HF Foods Group Inc. Noncontrolling Interests Total Shareholders’ Equity Shares Amount Shares Amount Balance at 12/31/2018 (as previously reported) 22,167,486 $ 2 — $ — $ 22,920 $ 10,434 $ 33,356 $ 1,105 $ 34,461 Restatement impact — — — — — ( 325 ) ( 325 ) — ( 325 ) Balance at 12/31/2018 (as restated) 22,167,486 2 — — 22,920 10,109 33,031 1,105 34,136 Net income (as restated) — — — — — 4,974 4,974 506 5,480 Exercise of stock options 182,725 — — — — — — — — Buyback of common stock from a shareholder in exchange for notes receivable — — ( 905,115 ) ( 12,038 ) — — ( 12,038 ) — ( 12,038 ) Acquisition of B&R Global by issuance of common stock 30,700,000 3 — — 576,697 — 576,700 2,941 579,641 Distribution to shareholders — — — — — — — ( 303 ) ( 303 ) Balance at 12/31/2019 (as restated) 53,050,211 5 ( 905,115 ) ( 12,038 ) 599,617 15,083 602,667 4,249 606,916 Net (loss) income (as restated) — — — — — ( 343,512 ) ( 343,512 ) 293 ( 343,219 ) Escrow shares transferred to and recorded as treasury stock — — ( 231,685 ) — — — — — — Retirement of treasury stock ( 1,136,800 ) — 1,136,800 12,038 ( 12,038 ) — — — — Distribution to shareholders — — — — — — — ( 175 ) ( 175 ) Balance at 12/31/2020 (as restated) 51,913,411 5 — — 587,579 ( 328,429 ) 259,155 4,367 263,522 Net income — — — — 22,145 22,145 676 22,821 Acquisition of noncontrolling interest — — — — ( 3,856 ) — ( 3,856 ) ( 1,144 ) ( 5,000 ) Acquisition of Great Wall Group by issuance of common stock 1,792,981 — — — 12,869 — 12,869 — 12,869 Capital contribution by shareholders — — — — — — — 480 480 Distribution to shareholders — — — — — — — ( 338 ) ( 338 ) Stock-based compensation — — — — 635 — 635 — 635 Balance at December 31, 2021 53,706,392 $ 5 — $ — $ 597,227 $ ( 306,284 ) $ 290,948 $ 4,041 $ 294,989 The accompanying notes are an integral part of these consolidated financial statements. 46 HF FOODS GROUP INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - ORGANIZATION, BUSINESS DESCRIPTION AND RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS 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, frozen and dry food, and non-food products to primarily Asian restaurants and other foodservice customers throughout the United States. The Company's business consists of one operating segment, which is also its one reportable segment: HF Group, which operates solely in the United States. The Company's customer base consists primarily of Chinese and Asian restaurants, and it provides sales and service support to customers who mainly converse in Mandarin or Chinese dialects. Corporate History HF Group Holding Corporation ("HF Holding") was incorporated as a holding company to acquire and consolidate the various pre-merger operating entities. On January 1, 2018, HF Holding entered into a Share Exchange Agreement with the controlling shareholders in exchange for all of HF Holding’s outstanding shares. On August 22, 2018, Atlantic Acquisition Corp. ("Atlantic") consummated a reverse acquisition transaction resulting in HF Holding becoming the surviving entity and a wholly owned subsidiary of Atlantic (the “Atlantic Acquisition”). The shareholders of HF Holding became the majority shareholders of Atlantic, and the Company changed its name to HF Foods Group Inc. (collectively, these transactions are referred to as the “Atlantic Transactions”). The Atlantic Acquisition was treated as a reverse acquisition under the acquisition method of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”). For accounting purposes, HF Holding was considered to be acquiring Atlantic in this transaction, as such, the aggregate consideration paid in connection with the business combination was allocated to Atlantic’s tangible and intangible assets and liabilities based on their fair market values. The assets and liabilities and results of operations of Atlantic were consolidated into the balance sheet and results of operations of HF Holding as of the completion of the Atlantic Transactions. On November 4, 2019, HF Group consummated a merger transaction resulting in B&R Global Holdings, Inc. ("B&R Global") becoming a wholly-owned subsidiary of the Company (the "Business Combination"). At closing, the Company issued 30,700,000 shares of Common Stock of the Company to the shareholders of B&R Global in exchange for the 100 % equity interest of B&R Global. On January 17, 2020, the Company acquired 100 % equity membership interest in nine subsidiaries under B&R Group Realty Holding, LLC ("BRGR"), which owned ten warehouses that were being leased by the Company for its operations in California, Arizona, Utah, Colorado, Washington, and Montana for purchase consideration of $ 101.3 million. On December 30, 2021, the Company completed the acquisition of Great Wall Seafood Supply, Inc., Great Wall Restaurant Supplier, Inc., and First Mart Inc. (collectively the “Great Wall Group”), and substantially all of the operating assets of the Great Wall Group’s seafood and restaurant products sales, marketing, and distribution businesses (the “Great Wall Acquisition”). The acquisition was completed as part of the Company’s strategy to develop a national footprint through expansion into the Midwest, Southwest and Southern regions of the United States. The total acquisition price for all operating assets and inventory was approximately $ 68.2 million. See Note 7 - Acquisitions for additional information on recent acquisitions. 47 Independent Investigation Update In March 2020, an analyst report suggested certain improprieties in the Company’s operations. These allegations became the subject of two putative stockholder class action lawsuits which have subsequently been dismissed. In response to the allegations in the analyst report, the Company's Board of Directors appointed a Special Investigation Committee of Independent Directors (the “Special Investigation Committee”) to conduct an independent investigation with the assistance of independent legal counsel. As a result of the investigation, the SIC determined certain factual findings. Management evaluated the factual findings, as presented by the SIC, and analyzed them to determine which had impact on the historical financial statements, including disclosures, of the Company. In addition to the independent investigation, the Securities and Exchange Commission (“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. The SEC Investigation is still ongoing. As with any SEC investigation, there is also the possibility of potential fines and penalties. At this time, however, there has not been any demand made by the SEC nor is it possible to estimate the amount of any such fines and penalties, should they occur. See Note 18 - Commitments and Contingencies for additional information. Restatement of Previously Issued Consolidated Financial Statements During 2022, the Company identified certain errors impacting the financial statements, including disclosures, for the years ended December 31, 2020 and 2019 and each interim quarterly period for 2021, 2020, and 2019 related to the identification of and accounting for operating and finance leases, the incorrect identification and disclosure of certain related party relationships including the identification of VIEs, the timing of revenue recognition for rental income received from a related party, the accounting for the self-insurance liability for automobile insurance beginning in 2020, classification errors in the financial statements, and an error in the calculation of earnings per share for 2020 and 2019. In addition, certain errors were identified based on the factual findings of the Special Investigation Committee such as unrecorded executive compensation to a certain executive and immediate family members, and related party disclosures. The Company analyzed the errors using Staff Accounting Bulletin (“SAB”) No. 99, “Materiality” and SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” and determined the errors were material. Accordingly, the Company has restated herein the consolidated financial statements as of December 31, 2020 and for the years ended December 31, 2020 and 2019, and the related interim financial statements periods within the years ended December 31, 2021, 2020, and 2019 in accordance with Accounting Standards Codification (“ASC”) Topic 250, Accounting Changes and Error Corrections . Any adjustments prior to 2019 are not quantitatively material, are consistent with the adjustments discussed within this Note and have been presented as an adjustment as of December 31, 2018 in the accompanying Statement of Changes in Stockholders’ Equity. The nature of these error corrections is as follows: a. Certain operating and finance leases were not properly identified and accounted for upon the adoption of ASC Topic 842 (“ASC 842”), Leases on January 1, 2019 and during the years ended December 31, 2020 and 2019 and adjustments have been made to correct these errors. The errors primarily resulted in an understatement of property and equipment, right-of-use assets, and the current and long-term liabilities associated with operating and finance leases. In addition, the errors resulted in an understatement in cash flows from operations and an overstatement in cash flows from financing activities within the respective consolidated statements of cash flows. b. Four entities previously disclosed as related parties were determined not to be related parties. The four related party entities that were reclassified in the financial statements from related party to third party for 2020 and 2019 were EMC Rowland, LLC; The Big Catch Alhambra, LLC; Winfar Foods, Inc; and Wokcano Carlsbad Partner LLP. c. The Company identified an error related to the timing of revenue recognition for rental income received from UGO (a related party) during the years ended December 31, 2018, 2019, and 2020. Rental income received from UGO, which was previously recognized in error, in full in 2020, was recognized in the appropriate accounting period as part of the error corrections. Please refer to Note 15 - Related Party Transactions for additional information on the lease arrangement with UGO. d. As a result of the findings from the independent investigation, the Company determined that certain payments made by the Company in prior years to related parties should now be accounted for in the Company's consolidated financial statements as executive compensation. The Company made payments for inventory to Revolution Industry, which were diverted to Revolution Automotive to make car lease payments for the benefit of Mr. Ni and his family. Amounts paid by Revolution Automotive for car lease payments for the years ended December 31, 2018, 2019 and 2020 were $ 1.7 million, $ 1.0 million, and $ 0.5 million, respectively. The Company reclassified these amounts from cost of 48 revenue – third parties to distribution, selling, and administrative expense. The Company also made payments to UGO for marketing services, which services were determined as part of the independent investigation to have not been received commensurate to the amounts paid. Those payments amounted to $ 0.5 million, $ 0.4 million, $ 0.5 million and $ 0.1 million in the years ended December 31, 2018, 2019, 2020 and 2021, respectively. The Company did not reclassify these payments in the historical consolidated financial statements because both marketing services and executive compensation are recorded within the distribution, selling, and administrative expense financial statement line. Please refer to Note 15 - Related Party Transactions for further details on Revolution Automotive, Revolution Industry and UGO. The Company has recorded an uncertain tax position liability associated with the reclassification of certain amounts as executive compensation as discussed further in j. below. e. The Company had not previously recorded a liability (including incurred but not reported "IBNR") related to the self-insured portion of its automobile insurance policy, which started in April 2020. The error resulted in an understatement of accrued expenses and other liabilities at December 31, 2020 and impacted quarterly periods, and has been corrected. f. The Company determined certain staffing agencies were VIEs and should have been consolidated into the previously-filed financial statements. As further disclosed in Note 3 - Variable Interest Entities, the result of the errors to the historical financial statements was primarily related to disclosure errors and did not result in significant changes to the consolidated balance sheets, or consolidated statements of operations and comprehensive income (loss), cash flows and shareholders’ equity. There were certain misclassifications between accounts payable and accrued expenses and other liabilities on the consolidated balance sheets specific to the staffing agency VIEs. See further discussion in Note 3 - Variable Interest Entities . g. The 2020 goodwill impairment loss, which was previously misclassified as other income (expense) in the consolidated statements of operations and comprehensive income (loss), was revised to be included in income (loss) from operations. h. The gain/loss on sale of fixed assets, which was previously misclassified in other income (expense), net was revised to be included in distribution, selling and administrative expenses. i. The earnings per share for 2019 was previously incorrectly computed at $ 0.22 per share in prior Form 10-K filings instead of at $ 0.20 per share based on the originally reported net income attributable to HF Foods Group, Inc. As part of the error corrections being made, the resultant earnings per share for 2019 is $ 0.18 per share. The loss per share for 2020 was previously incorrectly computed at $ 6.58 per share in prior Form 10-K filings and was corrected to $ 6.59 per share. j. As a result of the executive compensation described in d. above, the Company recorded an uncertain tax position liability to account for potential implications to previously filed tax returns. The correction resulted in an increase of $ 0.8 million, $ 0.6 million, and $ 0.4 million in accrued expenses and other liabilities as of December 31, 2020, 2019, and 2018, respectively, compared to previously reported amounts. The quarterly impacts of the uncertain tax position have also been corrected. k. In the Company’s December 31, 2020 financial statements, the Company did not disclose NC Good Taste Noodle, Inc. as a related party since Mr. Zhou Min Ni reported that he sold his ownership effective January 1, 2020. However, the Company’s former Chief Financial Officer, Mr. Jian Ming Ni, continues to own a portion of NC Good Taste Noodle, Inc. and as a result, the Company has concluded that NC Good Taste Noodle, Inc. still meets the definition of a related party. The Company has corrected the classification of balances associated with NC Good Taste Noodle, Inc. in the consolidated balance sheets, consolidated statements of cash flows and notes to consolidated financial statements in the affected annual and quarterly periods. See Note 15 – Related Party Transactions for additional information. l. Certain capital contributions from a noncontrolling shareholder were incorrectly recorded as other payables were reclassified to noncontrolling interest. The corresponding footnotes have been restated for the adjustments noted above. 49 The following tables summarize the effect of the restatements on each affected financial statement line item as of the dates as indicated, impacting the consolidated balance sheets. The footnotes correspond to the error descriptions above: Consolidated Balance Sheet (In thousands) As Previously Reported Reclass Adjustments As Restated December 31, 2020 Accounts receivable, net $ 24,852 — $ 5 (b) ( 7 ) (k) $ 24,850 Accounts receivable - related parties 1,267 — ( 5 ) (b) 7 (k) 1,269 Property and equipment, net 136,869 — 5,839 (a) 142,708 Operating lease right-of-use assets 932 — 525 (a) 1,457 Intangible assets, net 175,798 ( 175,798 ) — — Customer relationships, net — 149,914 — 149,914 Trademarks and other intangibles, net — 25,884 — 25,884 Deferred tax assets 58 ( 58 ) — — TOTAL ASSETS 484,285 ( 58 ) 6,364 490,591 Accounts payable 28,392 — 35 (b) ( 538 ) (f) ( 558 ) (k) 27,331 Accounts payable - related parties 1,783 — ( 35 ) (b) 558 (k) 2,306 Current portion of obligations under finance leases 287 — 1,719 (a) 2,006 Current portion of obligations under operating leases 308 — 162 (a) 470 Accrued expenses and other liabilities 6,178 994 391 (e) 538 (f) 753 (j) 8,854 Obligation under interest rate swap contracts 994 ( 994 ) — — TOTAL CURRENT LIABILITIES 76,702 — 3,025 79,727 Obligations under finance leases, non-current 767 — 4,245 (a) 5,012 Obligations under operating leases, non-current 623 — 373 (a) 996 Deferred tax liabilities 46,383 ( 58 ) — 46,325 TOTAL LIABILITIES 219,484 ( 58 ) 7,643 227,069 Accumulated deficit ( 327,150 ) — ( 135 ) (a) ( 391 ) (e) ( 753 ) (j) ( 328,429 ) TOTAL SHAREHOLDERS' EQUITY ATTRIBUTABLE TO HF FOODS GROUP INC. 260,434 — ( 1,279 ) 259,155 TOTAL SHAREHOLDERS' EQUITY 264,801 — ( 1,279 ) 263,522 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 484,285 ( 58 ) 6,364 490,591 Note: Amounts presented in the "Reclass" column above represent reclassifications to conform the prior year financial statements to the current year presentation. 50 The following tables summarize the effect of the restatements on each affected financial statement line item for the periods ended as indicated, impacting the consolidated statements of operations and comprehensive income (loss). The footnotes correspond to the error descriptions above: Consolidated Statement of Operations and Comprehensive Income (Loss) (In thousands, except per share data) As Previously Reported Adjustments As Restated Year Ended December 31, 2020 Net revenue - third parties $ 553,409 $ 115 (b) $ 553,524 Net revenue - related parties 13,423 ( 115 ) (b) 13,308 Cost of revenue - third parties 453,706 94 (b) ( 454 ) (d) 453,346 Cost of revenue - related parties 12,833 ( 94 ) (b) 12,739 TOTAL COST OF REVENUE 466,539 ( 454 ) 466,085 GROSS PROFIT 100,293 454 100,747 Distribution, selling and administrative expenses 106,126 ( 476 ) (a) 454 (d) 391 (e) ( 140 ) (h) 106,355 Goodwill impairment loss — 338,191 (g) 338,191 INCOME (LOSS) FROM OPERATIONS ( 5,833 ) ( 337,966 ) ( 343,799 ) Interest expense ( 3,922 ) ( 399 ) (a) ( 4,321 ) Goodwill impairment loss ( 338,191 ) 338,191 (g) — Other income 1,355 ( 119 ) (c) ( 140 ) (h) 1,096 Total other income (expense), net ( 341,678 ) 337,533 ( 4,145 ) INCOME (LOSS) BEFORE INCOME TAX ( 347,512 ) ( 432 ) ( 347,944 ) Income tax provision (benefit) ( 4,831 ) 106 (j) ( 4,725 ) NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) ( 342,681 ) ( 538 ) ( 343,219 ) NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO HF FOODS GROUP INC. ( 342,974 ) ( 538 ) ( 343,512 ) EARNINGS (LOSS) PER COMMON SHARE - BASIC ( 6.58 ) ( 0.01 ) ( 6.59 ) EARNINGS (LOSS) PER COMMON SHARE - DILUTED ( 6.58 ) ( 0.01 ) ( 6.59 ) 51 Consolidated Statement of Operations and Comprehensive Income (Loss) (In thousands, except per share data) As Previously Reported Reclass Adjustments As Restated Year Ended December 31, 2019 Net revenue - third parties $ 368,810 — $ 61 (b) $ 368,871 Net revenue - related parties 19,352 — ( 61 ) (b) 19,291 Cost of revenue - third parties 306,371 — ( 1,040 ) (d) 305,331 TOTAL COST OF REVENUE 324,954 — ( 1,040 ) 323,914 GROSS PROFIT 63,208 — 1,040 64,248 Distribution, selling and administrative expenses 54,931 — 128 (a) 1,040 (d) ( 78 ) (h) 56,021 INCOME (LOSS) FROM OPERATIONS 8,277 — ( 50 ) 8,227 Interest income 419 ( 419 ) — — Interest expense ( 1,661 ) — ( 86 ) (a) ( 1,747 ) Other income 1,057 419 43 (c) ( 78 ) (h) 1,441 Total other income (expense), net ( 185 ) — ( 121 ) ( 306 ) INCOME (LOSS) BEFORE INCOME TAX 8,092 — ( 171 ) 7,921 Income tax provision (benefit) 2,197 — 244 (j) 2,441 NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) 5,896 — ( 416 ) 5,480 NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO HF FOODS GROUP INC. 5,390 — ( 416 ) 4,974 EARNINGS (LOSS) PER COMMON SHARE - BASIC 0.22 — ( 0.04 ) 0.18 EARNINGS (LOSS) PER COMMON SHARE - DILUTED 0.22 — ( 0.04 ) 0.18 Note: Amounts presented in the "Reclass" column above represent reclassifications to conform the prior year financial statements to the current year presentation. The following tables summarize the effect of the restatements on each category of cash flow for the periods ended as indicated, impacting the consolidated statements of cash flows: Consolidated Statement of Cash Flows (In thousands) As Previously Reported Adjustment As Restated Year Ended December 31, 2020 Net cash provided by operating activities $ 44,131 $ 1,562 (a) $ 45,693 Net cash used in investing activities ( 94,411 ) — ( 94,411 ) Net cash provided by financing activities 45,323 ( 1,562 ) (a) 43,761 52 Consolidated Statement of Cash Flows (In thousands) As Previously Reported Adjustment As Restated Year ended December 31, 2019 Net cash provided by operating activities $ 4,667 $ 141 (a) $ 4,808 Net cash provided by investing activities 2,775 — 2,775 Net cash provided by financing activities 1,607 ( 141 ) (a) 1,466 53 HF FOODS GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY Common Stock Treasury Stock Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Total Shareholders’ Equity Attributable to HF Foods Group Inc. Non-controlling Interests Total Shareholders’ Equity (In thousands, except share data) Shares Amount Shares Amount As Previously Reported Balance at 12/31/2019 53,050,211 $ 5 ( 905,115 ) $ ( 12,038 ) $ 599,617 $ 15,824 $ 603,408 $ 4,249 607,657 Net (loss) income — — — — — ( 342,974 ) ( 342,974 ) 293 ( 342,681 ) Escrow shares transferred to and recorded as treasury stock — — ( 231,685 ) — — — — — — Retirement of treasury stock ( 1,136,800 ) — 1,136,800 12,038 ( 12,038 ) — — — — Distribution to shareholders — — — — — — — ( 175 ) ( 175 ) Balance at 12/31/2020 51,913,411 $ 5 — $ — $ 587,579 $ ( 327,150 ) $ 260,434 $ 4,367 $ 264,801 Restatement Impacts Balance at 12/31/2019 — — — — — ( 741 ) ( 741 ) — ( 741 ) Net (loss) income — — — — — ( 538 ) ( 538 ) — ( 538 ) Escrow shares transferred to and recorded as treasury stock — — — — — — — — — Retirement of treasury stock — — — — — — — — — Distribution to shareholders — — — — — — — — — Balance at 12/31/2020 — $ — — $ — $ — $ ( 1,279 ) $ ( 1,279 ) $ — $ ( 1,279 ) As Restated Balance at 12/31/2019 (As Restated) 53,050,211 $ 5 ( 905,115 ) $ ( 12,038 ) $ 599,617 15,083 602,667 $ 4,249 606,916 Net (loss) income (as restated) — — — — — ( 343,512 ) ( 343,512 ) 293 ( 343,219 ) Escrow shares transferred to and recorded as treasury stock — — ( 231,685 ) — — — — — — Retirement of treasury stock ( 1,136,800 ) — 1,136,800 12,038 ( 12,038 ) — — — — Distribution to shareholders — — — — — — — ( 175 ) ( 175 ) Balance at 12/31/2020 (As Restated) 51,913,411 $ 5 — $ — $ 587,579 $ ( 328,429 ) $ 259,155 $ 4,367 $ 263,522 54 HF FOODS GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY Common Stock Treasury Stock Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Total Shareholders’ Equity Attributable to HF Foods Group Inc. Non-controlling Interests Total Shareholders’ Equity (In thousands, except share data) Shares Amount Shares Amount As Previously Reported Balance at 12/31/2018 22,167,486 $ 2 — $ — $ 22,920 $ 10,434 $ 33,356 $ 1,105 34,461 Net income — — — — — 5,390 5,390 506 5,896 Exercise of stock options 182,725 — — — — — — — — Buyback of common stock from a shareholder in exchange for notes receivable — — ( 905,115 ) ( 12,038 ) — — ( 12,038 ) — ( 12,038 ) Acquisition of B&R Global by issuance of common stock 30,700,000 3 — — 576,697 — 576,700 2,941 579,641 Distribution to shareholders — — — — — — — ( 303 ) ( 303 ) Balance at 12/31/2019 53,050,211 $ 5 ( 905,115 ) $ ( 12,038 ) $ 599,617 $ 15,824 $ 603,408 $ 4,249 $ 607,657 Restatement Impacts Balance at 12/31/2018 — — — — — ( 325 ) ( 325 ) — ( 325 ) Net (loss) income — — — — — ( 416 ) ( 416 ) — ( 416 ) Exercise of stock options — — — — — — — — — Buyback of common stock from a shareholder in exchange for notes receivable — — — — — — — — — Acquisition of B&R Global by issuance of common stock — — — — — — — — — Distribution to shareholders — — — — — — — — — Balance at 12/31/2019 — $ — — $ — $ — $ ( 741 ) $ ( 741 ) $ — $ ( 741 ) As Restated Balance at 12/31/2018 (As Restated) 22,167,486 $ 2 — $ — $ 22,920 10,109 33,031 $ 1,105 34,136 Net income (as restated) — — — — — 4,974 4,974 506 5,480 Exercise of stock options 182,725 — — — — — — — — Buyback of common stock from a shareholder in exchange for notes receivable — — ( 905,115 ) ( 12,038 ) — — ( 12,038 ) — ( 12,038 ) Acquisition of B&R Global by issuance of common stock 30,700,000 3 — — 576,697 — 576,700 2,941 579,641 Distribution to shareholders — — — — — — — ( 303 ) ( 303 ) Balance at 12/31/2019 (As Restated) 53,050,211 $ 5 ( 905,115 ) $ ( 12,038 ) $ 599,617 $ 15,083 $ 602,667 $ 4,249 $ 606,916 55 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with GAAP. The consolidated financial statements include the financial statements of HF Group, its subsidiaries and FUSO Trucking LLC ("FUSO") and the Staffing Agencies, which the Company has determined to be VIEs that requires consolidation. All inter-company balances and transactions have been eliminated upon consolidation. Variable Interest Entities GAAP provides guidance on the identification of VIEs and financial reporting for entities over which control is achieved through means other than voting interests. The Company evaluates each of its interests in an entity to determine whether or not the investee is a VIE and, if so, whether the Company is the primary beneficiary of such VIE. In determining whether the Company is the primary beneficiary, the Company considers if the Company (1) has power to direct the activities that most significantly affect the economic performance of the VIE, and (2) receives the economic benefits of the VIE that could be significant to the VIE. If deemed the primary beneficiary, the Company consolidates the VIE. See Note 3 - Variable Interest Entities for additional information. Noncontrolling Interests GAAP requires that noncontrolling interests in subsidiaries and affiliates be reported in the equity section of the Company’s consolidated balance sheets. In addition, the amounts attributable to the net income (loss) of those subsidiaries are reported separately in the consolidated statements of operations and comprehensive income (loss). On May 28, 2021, the Company purchased the remaining 33.33 % noncontrolling equity interests in Kirnland Food Distribution, Inc. ("Kirnland") for $ 5.0 million, making Kirnland a wholly-owned subsidiary. In accordance with ASC 810, changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary shall be accounted for as equity transactions. No gain or loss was recognized. As a result of this transaction, noncontrolling interests and additional paid-in capital were reduced by $ 1.1 million and $ 3.9 million, respectively. As of December 31, 2021 and 2020, noncontrolling interest equity consisted of the following: ($ in thousands) Ownership of noncontrolling interests as of December 31, 2021 December 31, 2021 December 31, 2020 Kirnland — % $ — $ 1,385 HF Foods Industrial, LLC ("HFFI") 40.00 % 462 — Min Food, Inc. 39.75 % 1,363 889 Monterey Food Service, LLC 35.00 % 453 460 Ocean West Food Services, LLC 32.50 % 1,763 1,633 Total $ 4,041 $ 4,367 56 Uses of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during each reporting period. Actual results could differ from those estimates. Significant accounting estimates reflected in the Company’s consolidated financial statements include, but are not limited to, allowance for doubtful accounts, inventory reserves, useful lives of property and equipment, lease assumptions, impairment of long-lived assets, impairment of long-term investments, impairment of goodwill, the purchase price allocation and fair value of assets and liabilities acquired with respect to business combinations, realization of deferred tax assets, uncertain income tax positions, the liability for self-insurance and stock-based compensation. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or shorter as cash equivalents. As of December 31, 2021 and 2020, the Company had no cash equivalents. Accounts at banks with an aggregate excess of the amount of outstanding checks over the cash balances are included in checks issued not presented for payment in current liabilities in the consolidated balance sheets. Accounts Receivable, net Accounts receivable represent amounts due from customers in the ordinary course of business and are recorded at the invoiced amount and do not bear interest. Receivables are presented net of the allowance for doubtful accounts in the accompanying consolidated balance sheets. The Company evaluates the collectability of its accounts receivable and determines the appropriate allowance for doubtful accounts based on a combination of factors. When the Company is aware of a customer’s inability to meet its financial obligation, a specific allowance for doubtful accounts is recorded, reducing the receivable to the net amount the Company reasonably expects to collect. In addition, allowances are recorded for all other receivables based on historic collection trends, write-offs and the aging of receivables. The Company uses specific criteria to determine uncollectible receivables to be written off, including, bankruptcy filings, the referral of customer accounts to outside parties for collection, and the length that accounts remain past due. As of December 31, 2021 and 2020, allowances for doubtful accounts were $ 0.8 million and $ 0.9 million, respectively. Inventories The Company’s inventories, consisting mainly of food and other foodservice-related products, are considered finished goods. Inventory costs, including the purchase price of the product and freight charges to deliver it to the Company’s warehouses, are net of certain cash consideration received from vendors, primarily in the form of rebates. The Company adjusted its inventory balance for slow-moving, excess and obsolete inventories to the net recoverable value of such goods based upon inventory category, inventory age, specifically identified items, and overall economic conditions. Inventories are stated at the lower of cost or net realizable value using the first-in, first-out (FIFO) method. Property and Equipment, net Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Following are the estimated useful lives of the Company’s property and equipment: Estimated useful lives Automobiles 3 to 7 years Buildings and improvements 7 to 39 years Furniture and fixtures 4 to 10 years Machinery and equipment 3 to 10 years Repair and maintenance costs are charged to expense as incurred, whereas the cost of renewals and betterment that extends the useful lives of property and equipment are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the cost and accumulated depreciation from the asset and accumulated depreciation accounts with any resulting gain or loss reflected in the consolidated statements of operations and comprehensive income (loss) in distribution, selling and administrative expenses. 57 Business Combinations The Company accounts for its business combinations using the purchase method of accounting in accordance with ASC Topic 805 (“ASC 805”), Business Combinations . The purchase method of accounting requires that the consideration transferred be allocated to the assets, including separately identifiable assets and liabilities the Company acquired, based on their estimated fair values. The consideration transferred in an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued as well as the contingent considerations and all contractual contingencies as of the acquisition date. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any noncontrolling interests. The excess of (i) the total of cost of acquisition, fair value of the noncontrolling interests and acquisition date fair value of any previously held equity interest in the acquiree over, (ii) the fair value of the identifiable net assets of the acquiree, is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in earnings. The Company estimates the fair value of assets acquired and liabilities assumed in a business combination. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, its estimates are inherently uncertain and subject to refinement. Significant estimates in valuing certain intangible assets include, but are not limited to future expected revenues and cash flows, useful lives, discount rates, and selection of comparable companies. Although the Company believes the assumptions and estimates it has made in the past have been reasonable and appropriate, they are based in part on historical experience and information obtained from management of the acquired companies and are inherently uncertain. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. On the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations and comprehensive income (loss). Transaction costs associated with business combinations are expensed as incurred, and are included in distribution, selling and administrative expenses in the Company’s consolidated statements of operations and comprehensive income (loss). The results of operations of the businesses that the Company acquired are included in the Company’s consolidated financial statements from the date of acquisition. Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. The Company tests goodwill for impairment at least annually, as of December 31, or whenever events or changes in circumstances indicate that goodwill might be impaired. The Company reviews the carrying value of goodwill whenever events or changes in circumstances indicate that such carrying values may not be recoverable and annually for goodwill and indefinite lived intangible assets as required by ASC Topic 350 (“ASC 350”), Intangibles — Goodwill and Other . This guidance provides the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If, based on a review of qualitative factors, it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company performs a quantitative analysis. If the quantitative analysis indicates the carrying value of a reporting unit exceeds its fair value, the Company measures any goodwill impairment losses as the amount by which the carrying amount of a reporting unit exceeds its fair value, not to exceed the total amount of goodwill allocated to that reporting unit. As of December 31, 2021, the Company has one reporting unit. See Note 8 - Goodwill and Acquired Intangible Assets for additional information. Intangible Assets Intangible assets are amortized on a straight-line basis over their estimated useful lives. The Company determines the appropriate useful life of its intangible assets by measuring the expected cash flows of acquired assets. The estimated useful lives of intangible assets are as follows: Estimated Useful Lives Non-competition agreement 3 years Tradenames 10 years Customer relationships 10 to 20 years 58 Long term Investments The Company’s investments in unconsolidated entities consist of an equity investment and an investment without readily determinable fair value. The Company follows ASC Topic 321 (“ASC 321”), Investments – Equity Securities , using the measurement alternative to measure investments in investees that do not have readily determinable fair value and over which the Company does not have significant influence at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer, if any. The Company makes a qualitative assessment of whether the investment is impaired at each reporting date. If a qualitative assessment indicates that the investment is impaired, the Company has to estimate the investment’s fair value in accordance with the principles of ASC Topic 820 (“ASC 820”), Fair Value Measurements and Disclosures. If the fair value is less than the investment’s carrying value, the entity has to recognize an impairment loss in earnings equal to the difference between the carrying value and fair value. Investments in entities in which the Company can exercise significant influence but does not own a majority equity interest or control are accounted for using the equity method of accounting in accordance with ASC Topic 323 (“ASC 323”), Investments-Equity Method and Joint Ventures . Under the equity method, the Company initially records its investment at cost, which is included in the equity method investment on the consolidated balance sheets. The Company subsequently adjusts the carrying amount of the investment to recognize the Company’s proportionate share of each equity investee’s net income or loss into earnings after the date of investment. The Company evaluates the equity method investments for impairment under ASC 323. An impairment loss on the equity method investments is recognized in earnings when the decline in value is determined to be other-than-temporary. The Company did no t record any impairment loss on its long term investments during the years ended December 31, 2021, 2020 and 2019. Impairment of Long-lived Assets The Company assesses its long-lived assets such as property and equipment and intangible assets subject to amortization for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Factors which may indicate potential impairment include a significant underperformance related to the historical or projected future operating results or a significant negative industry or economic trend. Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate. If property and equipment, and intangible assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets or asset group exceeds their fair value. The Company did no t record any impairment loss on its long-lived assets during the years ended December 31, 2021, 2020 and 2019. Insurance and Claim Costs The Company maintains workers compensation and general liability insurance with licensed insurance carriers. Beginning in April 2020, the Company is self-insured for auto claims less than $100,000 per claim. Insurance and claims expense represent premiums the Company paid and the accruals made for claims within the Company’s self-insured retention amounts. A liability is recognized for the estimated cost of all self-insured claims including an estimate of incurred but not reported claims based on historical experience and for claims expected to exceed the Company's policy limits. The Company establishes reserves for anticipated losses and expenses related to auto liability claims. The reserves consist of specific reserves for all known claims and an estimate for claims incurred but not reported, and losses arising from known claims ultimately settling in excess of insurance coverage using loss development factors based upon industry data and past experience. In determining the liability, the Company specifically reviews all known claims and records a liability based upon the Company’s best estimate of the amount to be paid. In making the estimate, the Company considers the amount and validity of the claim, as well as the Company’s past experience with similar claims. In establishing the reserve for claims incurred but not reported, the Company considers its past claims history, including the length of time it takes for claims to be reported to the Company. These reserves are periodically reviewed and adjusted to reflect the Company’s experience and updated information relating to specific claims. As of December 31, 2021 and 2020, the Company has recorded a self-insurance liability of $ 1.0 million and $ 0.4 million, respectively, which is included in accrued expenses and other liabilities on the consolidated balance sheets. 59 Revenue Recognition The Company recognizes revenue from the sale of products when control of each product passes to the customer and the customer accepts the goods, which occurs at delivery. Sales taxes invoiced to customers and remitted to government authorities are excluded from net sales. The Company follows ASC Topic 606 ("ASC 606") , Revenue from Contracts with Customers . The Company recognizes revenue that represents the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This requires the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfer to a customer. The Company’s contracts contain performance obligations which are satisfied when customers have physical possession of each product. The Company’s revenue streams are recognized at a specific point in time. For the years ended December 31, 2021, 2020 and 2019, 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: ($ in thousands) Year Ended December 31, 2021 Asian Specialty $ 236,489 29 % Commodity 49,728 6 % Fresh Produce 103,168 13 % Meat and Poultry 214,504 27 % Packaging and Other 69,187 9 % Seafood 123,808 16 % Total $ 796,884 100 % Due to system constraints prior to the year ended December 31, 2021, the Company did not present net revenue by principal product categories. Cost of Revenue Cost of revenue primarily includes inventory costs (net of vendor consideration, primarily in the form of rebates), inbound freight, customs clearance fees and other miscellaneous expenses. Distribution, Selling and Administrative Expenses Distribution, selling and administrative expenses consist primarily of salaries and benefits for employees and contract laborers, trucking and fuel expenses for deliveries, utilities, maintenance and repair expenses, insurance expenses, depreciation and amortization expenses, selling and marketing expenses, professional fees and other operating expenses. Shipping and Handling Costs Shipping and handling costs, which include costs related to the selection of products and their delivery to customers, are included in distribution, selling and administrative expenses. Shipping and handling costs were $ 50.2 million, $ 32.1 million and $ 43.1 million for the years ended December 31, 2021, 2020 and 2019, respectively, and includes estimates for labor associated with shipping and handling activities. 60 Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. As of December 31, 2021, the Company does not have a deferred tax asset valuation allowance. The Company records uncertain tax positions in accordance with ASC Topic 740 (“ASC 740”), Income Taxes , on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. See Note 14 - Income Taxes for additional information. The Company adopted ASU 2019-12 (“ASU 2019-12”), Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , on January 1, 2021. ASU 2019-12 is intended to simplify various aspects related to managerial accounting for income taxes. The adoption had no material impact on the Company's consolidated financial statements. Leases The Company accounts for leases following ASC 842, Leases ("ASC 842"). As of December 31, 2021, the balances for operating lease right-of-use ("ROU") assets and liabilities were $ 11.7 million and $ 11.7 million, respectively. As of December 31, 2020, the balances for operating lease ROU assets and liabilities were $ 1.5 million and $ 1.5 million, respectively. See Note 12 - Leases for additional information. The Company determines if an arrangement is a lease at inception and also considers classification of leases as operating or finance. Operating leases are included in operating lease ROU assets, current portion of obligations under operating leases, and obligations under operating leases, non-current on the Company’s consolidated balance sheets. Finance leases are included in property and equipment, net, current portion of obligations under finance leases, and obligations under finance leases, non-current on the consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Variable rent payments related to both operating and finance leases are expensed as incurred. The Company's variable lease payments primarily consist of real estate, maintenance and usage charges. The Company has elected to exclude short-term leases from the recognition requirements of ASC 842. A lease is short-term if, at the commencement date, it has a term of less than or equal to one year. Lease expense related to short-term leases is recognized on a straight-line basis over the lease term. The Company has also elected to combine lease and non-lease components when measuring lease liabilities for vehicle and equipment leases. Fair Value of Financial Instruments The Company follows the provisions of ASC Topic 820 ("ASC 820"), Fair Value Measurements and Disclosures . ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: • Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. 61 • Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. • Level 3 - Inputs are unobservable inputs which reflect the reporting entity’s own assumptions about what assumptions market participants would use in pricing the asset or liability based on the best available information. Any transfers of assets or liabilities between Level 1, Level 2, and Level 3 of the fair value hierarchy will be recognized at the end of the reporting period in which the transfer occurs. There were no transfers between fair value levels in any of the periods presented herein. The carrying amounts reported in the consolidated balance sheets for cash, accounts receivable, advances to suppliers, other current assets, accounts payable, checks issued not presented for payment and accrued expenses and other liabilities approximate their fair value based on the short-term maturity of these instruments. The carrying value of the variable rate debt approximates its fair value because of the variability of interest rates associated with these instruments and the consistency in market conditions since the loans were entered into. For the Company's fixed rate debt, the fair values were estimated using discounted cash flow analyses, based on the current incremental borrowing rates for similar types of borrowing arrangements. As of December 31, 2021, the carrying value of the fixed rate debt was $ 15.0 million and the fair value was $ 12.2 million. The variable and fixed rate debt are both classified as Level 2. Of the $ 15.0 million of fixed rate debt, $ 4.5 million is related to the Company’s promissory note payable to related party, $ 2.5 million is attributable to real estate term loans with East West Bank, $ 2.7 million is attributable to vehicle and equipment term loans with Bank of America, $ 4.5 million is attributable to loans with First Horizon Bank, and $ 0.8 million is attributable to vehicle loans with other financial institutions. Please refer to Note 11 - Long-Term Debt and Note 15 - Related Party Transactions for additional information regarding the Company's debt. Please refer to Note 9 - Derivative Financial Instruments for additional information regarding the fair value of the Company's derivative financial instruments which are classified as Level 2. Derivative Financial Instruments In accordance with the guidance in ASC Topic 815 ("ASC 815"), Derivatives and Hedging, d erivative financial instruments are recognized as assets or liabilities on the consolidated balance sheets at fair value. The Company has not designated its interest rate swap ("IRS") contracts as hedges for accounting treatment. Pursuant to GAAP, income or loss from fair value changes for derivatives that are not designated as hedges by management are reflected as income or loss on the consolidated statements of operations and comprehensive income (loss). Net amounts received or paid under the interest rate swap contracts are recognized as an increase or decrease to interest expense when such amounts are incurred. The Company is exposed to credit loss in the event of nonperformance by the counterparty. 62 Supplemental Cash Flow Information Year Ended December 31, (In thousands) 2021 2020 2019 (As Restated) (As Restated) Supplemental disclosure of cash flow data: Cash paid for interest $ 3,177 $ 4,124 $ 1,521 Cash paid for income taxes 9,527 804 2,677 Supplemental disclosure of non-cash investing and financing activities: Right-of-use assets obtained in exchange for operating lease liabilities $ 10,983 $ 339 $ 19,065 Property acquired via a finance lease 8,947 1,376 6,287 Notes payable related to property and equipment purchases 257 2,529 1,080 Notes receivable sold to shareholder in exchange of common stock — — 12,038 Common stock issued for consideration of acquisition of B&R Global — — 576,697 Common stock issued for consideration of acquisition of Great Wall Group 14,541 — — Deferred consideration from Great Wall Acquisition 17,330 — — Issuance of promissory note for the acquisition of B&R Realty Subsidiaries — 7,000 — Concentrations and Credit Risk Credit risk Accounts receivable are typically unsecured and derived from revenue earned from customers, and thereby exposed to credit risk. The risk is mitigated by the Company’s assessment of its customers’ creditworthiness and its ongoing monitoring of outstanding balances. Concentration risk There were no receivables from any one customer representing more than 10% of the Company’s consolidated gross accounts receivable at December 31, 2021 and 2020. No single customer accounted for 10% or more of the Company's consolidated net revenue for the years ended December 31, 2021, 2020 and 2019. Segment Reporting ASC 280, Segment Reporting, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s operating decision makers for making operational decisions and assessing performance as the source for determining the Company’s reportable segments. In 2021, former co-CEO Zhou Min Ni resigned, and Xiao Mou Zhang assumed the role of sole CEO and sole Chief Operating Decision Maker ("CODM"). The Company reassessed how the CODM makes operational decisions and assesses performance and concluded it has one operating and reporting segment. Management, including the CODM, reviews operating results and makes resource allocations on a consolidated basis and thus the Company has concluded it has one operating and reportable segment. Previously the Company had two reportable segments. Management has revised its segment disclosure for earlier periods accordingly. Recent Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 (“ASU 2016-13”), Measurement of Credit Losses on Financial Instruments (Topic 326): Measurement of Credit Losses on Financial Instruments . ASU 2016-13 requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 was further amended in November 2019 in “Codification Improvements to Topic 326, Financial Instruments-Credit losses”. This guidance is effective for fiscal years beginning after December 15, 2019, including those interim periods within those fiscal years. For emerging growth companies, the effective date has been extended to fiscal years beginning after December 15, 2022. The Company will 63 adopt this ASU within the annual reporting period ending as of December 31, 2022. The Company is currently assessing the impact of adopting this standard, but based upon its preliminary assessment, does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides practical expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The expedients and exceptions provided by the amendments in this update apply only to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued as a result of reference rate reform. These amendments are not applicable to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022 with an effective date of January 1, 2022, because as of December 31, 2022 the Company will no longer be an emerging growth company. ASU 2020-04 is effective as of March 12, 2020 through December 31, 2022 and may be applied to contract modifications and hedging relationships from the beginning of an interim period that includes or is subsequent to March 12, 2020. The Company adopted ASU 2020-04 during 2021. The ASU has not and is currently not expected to have a material impact on the Company's consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . The guidance requires an acquirer to, at the date of acquisition, recognize and measure the acquired contract assets and contract liabilities acquired in the same manner that they were recognized and measured in the acquiree's financial statements before the acquisition. This guidance is effective for interim and annual periods beginning after December 15, 2022, with early adoption permitted. The amendments in this update should be applied prospectively to business combinations occurring on or after the effective date. The Company is in the process of assessing the impact of this ASU on its future consolidated financial statements, but does not expect it to have a material impact. NOTE 3 - VARIABLE INTEREST ENTITIES The Company has five VIEs for which the Company is not the primary beneficiary and therefore does not consolidate, and 14 VIEs for which the Company is the primary beneficiary and consolidates. The VIEs are summarized as follows: • Unconsolidated VIEs (collectively "Unconsolidated VIEs"): • Revolution Industry, LLC (“Revolution Industry”) – Supplier of goods (until March 2021) • Revolution Automotive – Acquirer of luxury vehicles (until September 2019) • UGO USA, Inc. (“UGO”) – Supplier of online goods, customer, and lessee (until April 2021) • BRGR • AnHeart, Inc. • Consolidated VIEs (collectively "Consolidated VIEs"): • FUSO • 13 staffing agencies (collectively, the “Staffing Agencies”) – Suppliers of staffing services: • Anfu, Inc. • Anshun, Inc. • Chen Enterprises (until December 2020) • Georgia Kam (until December 2020) • Inchoi, Inc. • Malways, Inc. • Rousafe • S&P • SNP • Suntone • THLI, Inc. (until December 2020) • THLR, Inc. (until December 2020) • TWRR, Inc. (until December 2020) 64 Consolidated VIEs FUSO FUSO was established solely to provide exclusive trucking services to the Company. The entity lacks sufficient equity to finance its activities without additional subordinated financial support from the Company, and the Company has the power to direct the VIEs’ activities. In addition, the Company receives the economic benefits from the entity and has concluded that the Company is the primary beneficiary. The carrying amounts of the assets, liabilities, the results of operations and cash flows of the VIE included in the Company’s consolidated balance sheets, statements of operations and comprehensive income (loss) and statements of cash flows are immaterial. Staffing Agencies The Staffing Agencies were set up by an employee of the Company, or their relatives, and provided temporary labor services exclusively to the Company at the direction of the Company. There were no other substantive business activities of the Staffing Agencies. There were immaterial assets held, or liabilities owed by the Staffing Agencies and immaterial equity. The Company has determined it is the primary beneficiary for the Staffing Agencies as it controlled how and when the labor force would be utilized. The Company consolidates the Staffing Agencies, recognizing compensation expense within distribution, selling, and administrative expenses in the consolidated statements of operations and comprehensive income (loss), and the related accrued expenses in the consolidated balance sheets. The Company did not have any guarantees, commitments or other forms of financing to the Staffing Agencies. As of December 31, 2021, the Company no longer has involvement with any of the Staffing Agencies. Unconsolidated VIEs See Note 12 - Leases for additional information on AnHeart. Revolution Industry, Revolution Automotive and UGO Revolution Industry was established to produce egg roll mix for the Company and to create and provide funding to Revolution Automotive. Revolution Automotive was set up to acquire luxury vehicles for the benefit of the former Co-CEO (Mr. Ni) and his son. UGO was originally designed to be an online marketplace for various Asian goods. Revolution Industry, Revolution Automotive and UGO were thinly capitalized and were not able to finance their activities without additional subordinated support. The former Co-CEO's (Mr. Ni) son, as sole equity holder of Revolution Industry and Revolution Automotive, had unilateral control over the ongoing activities of Revolution Industry and Revolution Automotive and significantly benefited from their operations. Therefore, the Company is not the primary beneficiary for Revolution Industry and Revolution Automotive. The former Co-CEO (Mr. Ni) and certain family members, as equity holders of UGO, had unilateral control over the ongoing activities of UGO and significantly benefited from its operations. Therefore, the Company is not the primary beneficiary for UGO. Revolution Industry and UGO are also related parties and were generally the Company’s suppliers or customers and the Company did not have other involvement with these entities. Therefore, the Company’s exposure to loss due to its involvement with these entities was limited to amounts due from these entities, which is included in Accounts receivable – related parties. The Company did not have any guarantees, commitments, or other forms of financing with these entities. Related party transactions with Revolution Industry and UGO are disclosed in Note 15 - Related Party Transactions. Below is a summary of purchases of goods and services from the unconsolidated VIEs and related parties: Year Ended December 31, (In thousands) 2021 2020 2019 Revolution Industry $ 190 $ 2,362 $ 2,823 UGO 212 644 724 Total Unconsolidated VIEs $ 402 $ 3,006 $ 3,547 65 The Company recognized the following activity with UGO: Year Ended December 31, (In thousands) 2021 2020 2019 Sales $ — $ 66 $ 75 Other income 7 42 43 Total - UGO $ 7 $ 108 $ 118 BRGR The Company determined BRGR to be a VIE. BRGR was established to hold real estate for rent primarily for the Company and BRGR was financed primarily through this rental income and proceeds from the real estate loan for which the Company was guarantor. The Company was not the primary beneficiary of BRGR as the Company did not have the power to direct or control the activities which most significantly influenced the performance of BRGR. On January 17, 2020, the Company acquired 100% equity membership interests of certain real estate subsidiaries of BRGR, as discussed in Note 7 - Acquisitions . The Company also entered into the Second Amended Credit Agreement, as discussed in Note 10 - Line of Credit , which removed BRGR as a guarantor of its revolving credit facility and as a borrower under its real estate term loans. Related party transactions with BRGR related parties is disclosed in Note 15 - Related Party Transactions. For the period from January 1, 2020 through January 17, 2020 and the period from November 4, 2019 through December 31, 2019, the Company recorded rent expense of $ 0.2 million and $ 0.8 million, respectively, related to its lease agreements with the realty subsidiaries of BRGR, which is included in distribution, selling, and administrative expenses in the consolidated statements of operations and comprehensive income (loss). As of December 31, 2019, the Company was a guarantor of BRGR and its subsidiaries’ mortgage-secured real estate term loan, which had an unpaid principal balance of $ 53.3 million. As of January 17, 2020, the Company had no remaining involvement with BRGR. AnHeart AnHeart was previously a subsidiary of the Company designed to sell traditional Chinese medicine, sold to a third-party in February 2019. As discussed in Note 12 - Leases, after the sale, the Company continued to provide a guarantee for all rent and related costs associated with two leases of AnHeart in Manhattan, New York. The Company has determined that AnHeart is a VIE as a result of the guarantee. However, the Company concluded it was not the primary beneficiary of AnHeart because it does not have the power to direct the activities of AnHeart that most significantly impact AnHeart's economic performance. Please refer to Note 12 - Leases for additional information regarding the Company's maximum exposure to loss to AnHeart. The Company did not have any sales to or rental income from any of the other VIEs during the three years ended December 31, 2021. NOTE 4 - ACCOUNTS RECEIVABLE, NET Accounts receivable, net consisted of the following: (In thousands) December 31, 2021 December 31, 2020 (As Restated) Accounts receivable $ 37,121 $ 25,759 Less: allowance for doubtful accounts ( 840 ) ( 909 ) Accounts receivable, net $ 36,281 $ 24,850 66 Movement of allowance for doubtful accounts was as follows: Year Ended December 31, (In thousands) 2021 2020 2019 (As Restated) (As Restated) Beginning balance $ 909 $ 624 $ 658 Increase (decrease) in provision for doubtful accounts ( 433 ) 1,338 ( 5 ) Recovery/(write off) 364 ( 1,053 ) ( 29 ) Ending balance $ 840 $ 909 $ 624 NOTE 5 - LONG-TERM INVESTMENTS Long-term investments consisted of the following: ($ in thousands) Ownership as of December 31, 2021 December 31, 2021 December 31, 2020 Asahi Food, Inc. ("Asahi") 49 % $ 662 $ 577 Pt. Tamron Akuatik Produk Industri ("Tamron") 12 % 1,800 1,800 Total $ 2,462 $ 2,377 The investment in Tamron is accounted for using the measurement alternative under ASC 321, which is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments, if any. The investment in Asahi is accounted for under the equity method due to the fact that the Company has significant influence but does not exercise control over this investee. There was no impairment during the years ended December 31, 2021, 2020 and 2019 for these investments. NOTE 6 - PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following: (In thousands) December 31, 2021 December 31, 2020 (As Restated) Automobiles $ 31,577 $ 31,206 Buildings 68,998 71,285 Building improvements 19,004 9,807 Furniture and fixtures 211 224 Land 51,412 52,126 Machinery and equipment 14,114 13,583 Subtotal 185,316 178,231 Less: accumulated depreciation ( 39,408 ) ( 35,523 ) Property and equipment, net $ 145,908 $ 142,708 Depreciation expense was $ 8.1 million, $ 8.0 million and $ 3.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. 67 NOTE 7 - ACQUISITIONS Acquisition of B&R Global On November 4, 2019, HF Group acquired 100 % of the controlling interest of B&R Global, in exchange for 30,700,000 shares of HF Group Common Stock. The aggregate fair value of the consideration paid by HF Group in the Business Combination was $ 576.7 million based on the closing share price of the Company’s common stock at the date of Closing. The information included herein has been prepared based on the allocation of the purchase price using estimates of the fair value of assets acquired and liabilities assumed which were determined using quoted market prices, discounted cash flow, and estimates made by management. Purchase Price Allocation The following table presents the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition: (In thousands) Amount Cash $ 7,018 Accounts receivable, net 30,935 Accounts receivable - related parties, net 3,394 Inventories, net 56,452 Other current assets 2,333 Other current assets - related parties 498 Advances to suppliers, net 98 Property and equipment, net 11,043 Deposit 280 Deposit – related parties 591 Long-term investments 2,289 Right-of-use assets 17,792 TANGIBLE ASSETS ACQUIRED 132,723 Line of credit 35,568 Accounts payable 24,884 Accounts payable - related parties 1,528 Bank overdraft 12,082 Accrued expenses 779 Other payables 186 Other payables – related party 733 Customer deposits 39 Long-term debt 3,284 Lease liabilities 17,792 Deferred tax liabilities arising from acquired intangible assets 51,414 TANGIBLE LIABILITIES ASSUMED 148,289 NET TANGIBLE LIABILITIES ASSUMED ( 15,566 ) Identifiable intangible assets 188,503 Goodwill 406,703 INTANGIBLE ASSETS ACQUIRED 595,206 Noncontrolling interests 2,941 Total consideration $ 576,699 68 The Company recorded acquired intangible assets of $ 188.5 million, which were valued at fair value using Level 3 inputs. These intangible assets include tradenames valued at $ 29.3 million and customer relationships valued at $ 159.2 million. The associated goodwill and intangible assets are not deductible for tax purposes. Unaudited Supplemental Pro Forma Financial Information The following table presents the Company’s unaudited pro forma results for the year ended December 31, 2019, as if the B&R Global Acquisition had occurred on January 1, 2019. 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 per share data) Year Ended December 31, 2019 Pro forma net revenue $ 828,046 Pro forma net income $ 6,800 (1) Pro forma net income attributable to HF Group $ 5,662 (1) Pro forma earnings per common share - basic and diluted $ 0.11 Pro forma weighted average shares - basic and diluted 53,293,566 ____________ (1) Includes intangibles asset amortization expense of $ 10.9 million for the year ended December 31, 2019. Acquisition of Real Estate Companies On January 17, 2020, the Company acquired 100 % equity membership interest in nine subsidiaries of BRGR, which owned warehouse facilities that were being leased to B&R Global for its operations in California, Arizona, Utah, Colorado, Washington, and Montana (the "Realty Acquisition"). Then Co-CEO (and current CEO) of the Company, Xiao Mou Zhang ("Mr. Zhang"), managed and owned an 8.91 % interest in BRGR. The total purchase price of the transaction was $ 101.3 million for which financing was provided by JPMorgan Chase Bank, N.A. ("JPMorgan"), as Administrative Agent, and certain lender parties hereto, including Comerica Bank under an Amended and Restated Credit Agreement ("Credit Agreement"). The terms of which are set forth below, and the lender parties thereto relied upon the appraisals in determining to provide such financing. Based in part on the foregoing, the special transactions committee, composed of the Company’s independent directors, reviewed and approved the transaction and the related financing on behalf of HF Group’s board. Consideration for the acquisition was funded by (1) $ 75.6 million in mortgage-backed term loans financed under the Second Amended Credit Agreement (see Note 11 - Long-Term Debt for additional information), (2) issuance by B&R Global of a $ 7.0 million Unsecured Subordinated Promissory Note to BRGR maturing on January 17, 2030, and (3) payment of $ 18.7 million from funds drawn from the Company’s revolving credit facility. The reissuance of the mortgage-backed term loans released BRGR from its obligations to the lenders under the First Amended Credit Agreement and predecessor financing arrangements. The Company noted that the majority of the assets acquired was concentrated in a group of similar assets, land and buildings, for the same purpose of warehousing and distribution. As such, the Realty Acquisition was deemed as an asset acquisition under ASC 805-10-55, and the total purchase price was allocated on a relative fair value basis to the net assets acquired. The following table presents the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition: 69 (In thousands) Amount Cash $ 266 Automobile 34 Prepaids 39 Land 48,734 Buildings 53,564 Total assets acquired 102,637 Accounts payable and accrued expenses 1,367 Total liabilities assumed 1,367 Net assets acquired $ 101,270 Acquisition of Great Wall Group On December 30, 2021, the Company executed an Asset Purchase Agreement with Great Wall Seafood Supply Inc., a Texas Corporation; Great Wall Restaurant Supplier Inc., an Ohio Corporation, and First Mart Inc., an Illinois Corporation (collectively the “Great Wall Group”) to purchase substantially all of the operating assets of the Great Wall Group’s seafood and restaurant products sales, marketing, and distribution businesses (the “Great Wall Acquisition”). The acquisition was completed as part of the Company’s strategy to develop a national footprint through expansion into the Midwest, Southwest and Southern regions of the United States. The final aggregate price for the purchased assets was $ 43.7 million with $ 30.8 million paid in cash at closing and the issuance of 1,792,981 shares of common stock of the Company (based on a 60-day VWAP of $7.36), with a fair value of $ 12.9 million based on the share price of $ 8.11 per share at closing and an 11.5 % discount due to a lock-up restriction. In addition to the closing cash payment, the Company separately acquired all of the Sellers’ saleable product inventory, for approximately $ 24.3 million of which approximately $ 6.8 million was paid during the year ended December 31, 2021 and $ 17.4 million was recorded in accounts payable on the consolidated balance sheets as of December 31, 2021. The Company also acquired additional vehicles for approximately $ 0.2 million. As such, the total acquisition price for all operating assets and inventory was approximately $ 68.2 million. The Company accounted for these transactions under ASC 805, Business Combinations, by applying the acquisition method of accounting and established a new basis of accounting on the date of acquisition. The assets acquired by the Company were measured at their estimated fair values as of the date of acquisition. Goodwill is calculated as the excess of the purchase price over the net assets recognized and represent synergies and benefits expected as a result from combining operations with an emerging national presence. For the year ended December 31, 2021, transaction costs for the acquisition totaled $ 0.9 million and were reflected in distribution, selling and administrative expenses in the consolidated statement of operations and comprehensive income (loss). The information included herein has been prepared based on the allocation of the purchase price using estimates of the fair value of assets acquired and liabilities assumed which were determined using a combination of quoted market prices, discounted cash flow, and other estimates made by management. 70 Purchase Price Allocation The following table presents the allocation of the total consideration paid to acquire the assets and liabilities of the Great Wall Group: (In thousands) Amount Inventory $ 24,728 Property plant, and equipment 1,537 Intangible assets 30,145 Total assets acquired 56,410 Goodwill 11,745 Total consideration $ 68,155 The Company recorded acquired intangible assets of $ 30.1 million, which included tradenames and trademarks of $ 10.5 million, customer relationships of $ 17.2 million and non-competition agreements of $ 2.4 million. The fair value of customer relationships was determined by applying the income approach utilizing the excess earnings methodology using Level 3 inputs including a discount rate. The fair value of tradenames and trademarks was determined by applying the income approach utilizing the relief from royalty methodology and Level 3 inputs including a royalty rate of 1% and a discount rate. The fair value of non-competition agreements was determined by applying the income approach using Level 3 inputs including a discount rate. Discount rates used in determining fair values for customer relationships, tradenames and trademarks, and non-competition agreements ranged from 11.5% to 14.0%. The useful lives of the tradenames and trademarks are ten years , customer relationships are ten years and non-compete agreements are three years , with a weighted average amortization period of approximately nine years . The associated goodwill is deductible for tax purposes. See Note 8 - Goodwill and Acquired Intangible Assets for additional information on acquired intangibles in the Great Wall Acquisition. Since the Great Wall Acquisition occurred on December 30, 2021, the amounts of revenue and earnings of the Great Wall Group included in the Company’s consolidated statement of operations and comprehensive income (loss) from the acquisition date to December 31, 2021 were immaterial. Due to the New Year's Eve holiday, there were no revenue generating operations on December 31, 2021. Unaudited Supplemental Pro Forma Financial Information The following table presents the Company’s unaudited pro forma results for the years ended December 31, 2021 and 2020, respectively, as if the Great Wall Acquisition had been consummated on January 1, 2020. The unaudited pro forma financial information presented includes the effects of adjustments related to the amortization of acquired intangible assets and excludes other non-recurring transaction costs directly associated with the acquisition such as legal and other professional service fees. Statutory rates were used to calculate income taxes. Year Ended December 31, (In thousands, except share and per share data) 2021 2020 Pro forma net revenue $ 982,712 $ 673,884 Pro forma net income attributable to HF Group $ 29,901 $ ( 345,858 ) Pro forma earnings (loss) per common share - basic $ 0.56 $ ( 6.42 ) Pro forma earnings (loss) per common share - diluted $ 0.56 $ ( 6.42 ) Pro forma weighted average shares - basic 53,706,392 53,888,566 Pro forma weighted average shares - diluted 53,809,020 53,888,566 Sealand Acquisition Subsequent to December 31, 2021, 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. 71 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 is in the process of finalizing its purchase accounting, which relates to the valuation of acquired inventory and intangible assets, which may impact the valuation of goodwill. 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 information included herein has been prepared based on the allocation of the purchase price using estimates of the fair value of assets acquired and liabilities assumed which were determined using a combination of quoted market prices, discounted cash flows, and other estimates made by management. The purchase price allocation is subject to further adjustment until all pertinent information regarding the assets and liabilities acquired are fully evaluated by the Company, not to exceed one year as permitted under ASC 805 . Preliminary Purchase Price Allocation The Company has performed an initial allocation of the total consideration paid to acquire the assets and liabilities of Sealand, as set forth below: (In thousands) Amount Inventory $ 13,846 Property plant, and equipment 1,424 Right-of-use assets 127 Intangible assets 14,717 Total assets acquired 30,114 Obligations under operating leases 127 Total liabilities assumed 127 Net assets 29,987 Goodwill 4,861 Total consideration $ 34,848 The Company recorded acquired intangible assets of $ 14.7 million, which were measured at fair value using Level 3 inputs. These intangible assets include tradenames and trademarks of $ 4.4 million, customer relationships of $ 8.9 million and non-compete agreements of $ 1.4 million. The useful lives of the tradenames and trademarks are ten years , customer relationships are ten years and non-compete agreements are three years , with a weighted average amortization period of approximately nine years . The associated goodwill is deductible for tax purposes. 72 NOTE 8 - GOODWILL AND ACQUIRED INTANGIBLE ASSETS Goodwill The changes in the carrying amount of goodwill are presented below: (In thousands) Amount Balance at December 31, 2019 $ 406,703 Impairment loss ( 338,191 ) Balance at December 31, 2020 68,512 Acquisition of Great Wall Group 11,745 Balance at December 31, 2021 $ 80,257 The Company recorded approximately $ 406.7 million of goodwill in 2019 resulting from the completion of the business combination with B&R Global and approximately $ 11.7 million of goodwill resulting from the completion of the business combination with the Great Wall Group in 2021. The Company's policy is to test goodwill for impairment annually in the fourth quarter, or more frequently if certain triggering events or circumstances indicate it could be impaired. Potential impairment indicators include (but are not limited to) macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, other relevant entity-specific events, specific events affecting the reporting unit, or sustained decrease in share price. In addition, the fair value of the goodwill is sensitive to the changes in the assumptions used in the projected cash flows, which include forecasted revenues and perpetual growth rates, among others, all of which require significant judgment by management. The Company has used recent historical performance, current forecasted financial information, and broad-based industry and economic statistics as a basis to estimate the key assumptions utilized in the discounted cash flow model. These key assumptions are inherently uncertain and require a high degree of estimation and judgment and are subject to change based on future conditions, industry and global economic and geo-political factors, and the timing and success of the Company's implementation of current strategic initiatives. Towards the end of first quarter of fiscal year 2020, the Company experienced significant decline in business volume due to mandatory stay-at-home orders issued by governmental authorities in response to the intensification of the COVID-19 pandemic. The Company determined that the B&R Global reporting unit was very sensitive to these declines and that it was more-likely-than-not that an impairment may exist. The Company, therefore, performed an analysis of the fair value of the B&R Global reporting unit as of March 31, 2020 using a discounted cash flow method for goodwill impairment testing purposes. Based upon the analysis, the Company concluded that the carrying value of its B&R Global reporting unit exceeded its fair value by approximately $ 338.2 million. As a result, the Company recorded the amount as an impairment loss during the first quarter of fiscal year 2020. The Company estimated the fair value of the B&R Global reporting unit using the income approach, discounting projected future cash flows based upon management’s expectations of the current and future operating environment. The calculation of the impairment charge included substantial fact-based determinations and estimates including weighted average cost of capital ("WACC"), future revenue, profitability, perpetual growth rates and fair values of assets and liabilities. The fair value conclusions as of March 31, 2020 for the reporting unit were highly sensitive to changes in the WACC, which considered as observable data for publicly traded companies, an estimated market participant’s expectations about capital structure and risk premiums. The Company corroborated the reasonableness of the estimated reporting unit fair values by reconciling to its enterprise value and market capitalization. The Company also observed that the WACC applied on March 31, 2020 increased significantly from the original WACC value as of the acquisition date, mainly driven by the increased risk and volatility observed in the market. Volatility had primarily been due to concerns about demand for food distribution services, as restaurant activity in much of the country had been reduced to takeout and delivery offerings. Continued uncertainty about the removal or perpetuation of these restrictions and levels of consumer spending cause ongoing volatility. 73 Due to structural changes at the Company during 2021, there is only one reporting unit at December 31, 2021. The Company performed a qualitative goodwill impairment assessment and concluded no impairment was required to be recorded during the year ended December 31, 2021. No impairment was recorded during the year ended December 31, 2019. Acquired Intangible Assets In connection with the Great Wall Acquisition, HF Group acquired $ 30.1 million of intangible assets, primarily representing a non-competition agreement, tradenames and customer relationships, which have an estimated amortization period of approximately 3 years, 10 years, and 10 years, respectively. In connection with the acquisition of B&R Global, HF Group acquired $ 188.5 million of intangible assets, primarily representing tradenames and customer relationships which have an estimated amortization period of 10 and 20 years, respectively. The components of the intangible assets are as follows: December 31, 2021 December 31, 2020 (In thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Non-competition agreement $ 2,407 $ — $ 2,407 $ — $ — $ — Tradenames 39,833 ( 6,349 ) 33,484 29,303 ( 3,419 ) 25,884 Customer relationships 176,408 ( 17,247 ) 159,161 159,200 ( 9,286 ) 149,914 Total $ 218,648 $ ( 23,596 ) $ 195,052 $ 188,503 $ ( 12,705 ) $ 175,798 The Company evaluated possible triggering events that would indicate long-lived asset impairment assessment and concluded no impairment was required during the year ended December 31, 2021 . No impairment was recorded for the years ended December 31, 2020 and 2019. HF Group’s amortization expense for acquired intangible assets was $ 10.9 million in 2021, $ 10.9 million in 2020 and $ 1.8 million in 2019. The estimated future amortization expense for intangible assets is presented below: (In thousands) Amount Year ending December 31, 2022 $ 14,466 2023 14,466 2024 14,466 2025 13,664 2026 13,664 Thereafter 124,326 Total $ 195,052 NOTE 9 - DERIVATIVE FINANCIAL 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 10 - Line of Credit and Note 11 - Long-Term Debt ). The Company does not use any other derivative financial instruments for trading or speculative purposes. On August 20, 2019, HF Group entered into two IRS contracts with East West Bank (the "EWB IRS") for initial notional amounts of $ 1.1 million and $ 2.6 million, respectively. The EWB IRS contracts were entered into in conjunction with two mortgage term loans of corresponding amounts that were priced at USD 1-month LIBOR plus 2.25 % per annum for the entire duration of the term loans. The EWB IRS contracts fixed the two term loans at 4.23 % per annum until maturity in September 2029. 74 On December 19, 2019, HF Group entered into an IRS contract with Bank of America (the "BOA IRS") for an initial notional amount of $ 2.7 million in conjunction with a newly contracted mortgage term loan of corresponding amount. The term loan was contracted at USD 1-month LIBOR plus 2.15 % per annum, but was fixed at 4.25 % per annum resulting from the corresponding BOA IRS contract. On December 19, 2021, the Company entered into the Second Amendment to Loan Agreement, which pegged the mortgage term loan to Secured Overnight Financing Rate ("SOFR") + 2.5 % . The BOA IRS was modified accordingly to fix the SOFR based loan to approximately 4.50%. The term loan and corresponding BOA IRS contract mature in December 2029. On June 24, 2020, HF Group entered into a forward starting IRS contract with JPMorgan Chase Bank (the "JPM IRS") for a fixed $ 80.0 million notional amount, effective from June 30, 2021 and expiring on June 30, 2025, as a means to partially hedge its existing floating rate loans exposure. On March 3, 2021, the Company unwound the JPM IRS. The contract was unwound with a view that 1-month LIBOR will continue to remain low in the foreseeable future despite the spike at the long end of the yield curve. The Company recorded a gain of approximately $ 0.7 million during the year ended December 31, 2021. The Company evaluated the above mentioned IRS contracts currently in place and did not designate those as cash flow hedges. Hence, the fair value change on the aforementioned IRS contracts are accounted for and recognized as a change in fair value of IRS contracts in the consolidated statements of operations and comprehensive income (loss). As of December 31, 2021 and December 31, 2020, the Company has determined that the fair value of the interest rate swap obligations was $ 0.3 million and $ 1.0 million, respectively, which is included in accrued expenses and other liabilities on the consolidated balance sheets. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as consider counterparty credit risk in its assessment of fair value. The IRS are classified as Level 2 liabilities. NOTE 10 - LINE OF CREDIT On November 4, 2019, the Company entered into a credit agreement with JPMorgan Chase Bank, NA. (the “JPM Credit Agreement”). The JPM Credit Agreement provided for a $ 100.0 million asset-secured revolving credit facility maturing on November 4, 2022, with an option to renew at the bank’s discretion. The revolving credit facility carried a floating interest rate that was pegged to the 1-month London Inter-bank Offered Rate ("LIBOR") plus 1.375 % per annum and was collateralized by all assets of the Company and was also guaranteed by certain subsidiaries of the Company. The JPM Credit Agreement was later superseded by a Second Amended and Restated Credit Agreement (“Second Amended Credit Agreement”) as described below. On January 17, 2020, the Company and certain of the wholly-owned subsidiaries and affiliates of the Company as borrowers, and certain material subsidiaries of the Company as guarantors, entered into the Second Amended Credit Agreement. On December 30, 2021, the Company entered into the Consent, Waiver, Joinder and Amendment No. 3 to the Second Amended Credit Agreement with JPMorgan, as Administrative Agent, and certain lender parties thereto, including Comerica Bank. The Second Amended Credit Agreement, as amended, provides for (i) a $ 100.0 million asset-secured revolving credit facility maturing on November 4, 2022 (the “Revolving Facility”), (ii) mortgage-secured term loan of $ 75.6 million, (described in Note 11 - Long-Term Debt) and (iii) amendment in the referenced interest rate from 1-month LIBOR to 1-month Secured Overnight Financing Rate ("SOFR") plus a credit adjustment of 0.1 % (difference between LIBOR and SOFR) plus 1.375 % per annum. The existing revolving credit facility balance under the Second Amended Credit Agreement, was rolled over to the Revolving Facility on December 30, 2021. On the same day, the Company utilized an additional $ 33.3 million drawdown from the Revolving Facility to fund the Great Wall Acquisition. The Second Amended Credit Agreement, as amended, contains certain financial covenants, including, but not limited to, a fixed charge coverage ratio and effective tangible net worth. The outstanding principal balance on the line of credit as of December 31, 2021 was $ 55.3 million. As of December 31, 2021, the Company was in compliance with its covenants. Subsequent to December 31, 2021, the Company's lenders consented to the delivery of the Company's 2021 audited financial statements on or before January 31, 2023. Subsequent to December 31, 2021, on March 31, 2022, the Company amended the JPM Credit Agreement extending the Revolver Facility for 5 years, with a maturity date of November 4, 2027. The amendment provides for a $ 100.0 million asset-secured revolving credit facility with a 1-month SOFR plus a credit adjustment of 0.1 % plus 1.375 % per annum. 75 NOTE 11 - LONG-TERM DEBT Long-term debt at December 31, 2021 and 2020 is summarized as follows: ($ in thousands) Bank Name Maturity Interest Rate at December 31, 2021 December 31, 2021 2020 Bank of America (a) February 2022 - December 2029 3.73 % ‑ 5.80 % $ 5,134 $ 5,905 BMO Harris Bank N.A. (b) April 2022 - January 2024 5.96 % ‑ 5.99 % 115 280 East West Bank (c) August 2027 - September 2029 4.25 % ‑ 4.40 % 5,994 6,802 First Horizon Bank (d) October 2027 3.85 % 4,571 4,773 J.P. Morgan Chase (e) February 2023 - January 2030 2.03 % ‑ 2.10 % 70,832 74,688 Peoples United Bank (b) December 2022 - January 2023 7.44 % ‑ 7.53 % 387 725 Other finance institutions (b) July 2022 - March 2024 3.90 % ‑ 18.37 % 335 477 Total debt 87,368 93,650 Less: current portion ( 5,557 ) ( 5,641 ) Long-term debt $ 81,811 $ 88,009 _______________ (a) Loan balance consists of real estate term loan, equipment term loans, and vehicle term loans. Collateral is provided by one real property owned by R&N Charlotte, LLC ("RNCH"), specific equipment and vehicles owned by HFFI, RNCH, and B&B Trucking Services, Inc.. On December 19, 2021, RNCH entered into the Second Amendment to Loan Agreement. The real estate term is pegged to TERM SOFR + 2.5 %. (b) Secured by vehicles. (c) Real estate term loans with East West Bank are collateralized by four real properties owned by R&N Holdings, LLC (“R&N Holdings”), a wholly-owned subsidiary of the Company, and NSF. The loan to R&N Holdings is guaranteed by four wholly-owned subsidiaries of the Company, Han Feng, Inc. (“Han Feng”), Truse Trucking, Inc. (“TT”), Morning First Delivery, Inc. (“MFD”), and R&N Lexington, L.L.C. (“R&N Lexington”), a wholly-owned subsidiary of the Company. The loan to R&N Lexington is guaranteed by four wholly-owned subsidiaries of the Company, Han Feng, TT, MFD, and R&N Holdings. The NSF loans are guaranteed by the Company. The R&N Holdings and R&N Lexington loans are also guaranteed by Mr. Ni and spouse. Balloon payments of $ 1.8 million and $ 2.9 million are due at maturity in 2027 and 2029, respectively. (d) Guaranteed by Han Feng and the Company and also secured by a real property owned by HG Realty, LLC ("HG"). Balloon payment for this debt is $ 3.1 million at maturity. (e) Real estate term loan with a principal balance of $ 69.8 million as of December 31, 2021, and a maturity date of January 17, 2030 is secured by assets held by nine subsidiaries of the Company. Equipment term loan with a principal balance of $ 1.0 million as of December 31, 2021 is secured by specific vehicles and equipment as defined in loan agreements. The terms of the various loan agreements related to long-term bank borrowings require the Company to comply with certain financial covenants, including, but not limited to, a fixed charge coverage ratio and effective tangible net worth. As of December 31, 2021, the Company was in compliance with its covenants. Subsequent to December 31, 2021, the Company's lenders consented to the delivery of the Company's 2021 audited financial statements on or before January 31, 2023. Subsequent to December 31, 2021, on March 31, 2022, the Company amended the JPM Credit Agreement extending the Real Estate Term Loan for 5 years. The amendment provides for a $ 115.0 million Real Estate Term Loan with a 1-month SOFR plus a credit adjustment of 0.1 % plus 1.875 % per annum. The future maturities of long-term debt as of December 31, 2021 are as follows: (In thousands) Amount Year ending December 31 2022 $ 5,557 2023 4,518 2024 3,999 2025 4,016 2026 4,047 Thereafter 65,231 Total $ 87,368 76 NOTE 12 - LEASES The Company leases office space, warehouses and vacant land under non-cancelable operating leases, with terms typically ranging from one to thirty years , as well as operating and finance leases for vehicles and delivery trucks, forklifts and computer equipment with various expiration dates through 2050. The Company determines whether an arrangement is or includes an embedded lease at contract inception. Operating and finance lease assets and lease liabilities are recognized at commencement date and initially measured based on the present value of lease payments over the defined lease term. Operating lease expense is recognized on a straight-line basis over the lease term. For finance leases, the Company also recognizes finance lease assets and finance lease liabilities at inception, with lease expense recognized as interest expense and amortization of the lease payment. Variable lease costs were insignificant in the years ended December 31, 2021, 2020 and 2019. Operating Leases The components of lease expense were as follows: Year Ended December 31, ($ in thousands) 2021 2020 2019 (As Restated) (As Restated) Operating lease cost $ 967 $ 785 $ 1,287 Short-term lease cost $ 1,699 $ 1,424 $ 325 Weighted Average Remaining Lease Term (Months) Operating leases 56 40 52 Weighted Average Discount Rate Operating leases 3.9 % 5.6 % 3.4 % Year Ended December 31, (In thousands) 2021 2020 2019 (As Restated) (As Restated) Operating cash flows from operating leases $ 822 $ 799 $ 1,332 Finance Leases The components of lease expense were as follows: Year Ended December 31, (In thousands) 2021 2020 2019 Finance leases cost: (As Restated) (As Restated) Amortization of ROU assets $ 2,416 $ 1,978 $ 560 Interest on lease liabilities 820 492 196 Total finance leases cost $ 3,236 $ 2,470 $ 756 Supplemental cash flow information related to finance leases was as follows: Year Ended December 31, (In thousands) 2021 2020 2019 (As Restated) (As Restated) Operating cash flows from finance leases $ 701 $ 492 $ 196 77 Supplemental balance sheet information related to leases was as follows: ($ in thousands) December 31, 2021 December 31, 2020 Finance leases (As Restated) Property and equipment, at cost $ 18,412 $ 9,540 Accumulated depreciation ( 5,127 ) ( 2,739 ) Property and equipment, net $ 13,285 $ 6,801 Weighted Average Remaining Lease Term (Months) Finance leases 215 45 Weighted Average Discount Rate Finance leases 5.8 % 6.5 % Maturities of lease liabilities were as follows: Operating Leases (In thousands) Related Party Third Party Total Finance Leases Year Ending December 31, 2022 $ 303 $ 2,827 $ 3,130 $ 3,031 2023 312 2,621 2,933 2,457 2024 321 2,300 2,621 1,714 2025 331 2,207 2,538 1,080 2026 — 2,070 2,070 739 Thereafter — — — 17,230 Total Lease Payments 1,267 12,025 13,292 26,251 Less: Imputed Interest ( 90 ) ( 1,469 ) ( 1,559 ) ( 12,301 ) Total $ 1,177 $ 10,556 $ 11,733 $ 13,950 On December 14, 2021, the Company signed an office lease in City of Industry, California effective January 1, 2022 consisting of approximately 5,700 square feet and payments totaling $ 0.2 million per year with a term of five years . AnHeart On July 2, 2018, AnHeart, a former wholly-owned subsidiary of the Company, entered into 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. AnHeart is obligated to pay all costs associated with the properties, including taxes, insurance, utilities, maintenance and repairs. The Company provided a corporate guaranty for all rent and related costs of the leases, including costs associated with the planned construction of a two-story structure at 273 Fifth Avenue and rehabilitation of the building at 275 Fifth Avenue. The Company originally entered into the leases with the purpose of expanding its product lines to Chinese herbal supplements, and to utilize the sites to develop into a central location for such products. The Company subsequently decided to cease this business expansion in early 2019. On February 23, 2019, the Company executed an agreement to divest all of its ownership interest in AnHeart, however, the divestment did not release the Company’s guaranty of AnHeart’s obligations or liabilities under the original lease agreements. Under the terms of the sale of AnHeart stock, and in consideration of the Company’s ongoing guaranty of AnHeart’s performance of the lease obligations, AnHeart granted to the Company a security interest in all AnHeart assets, together with a covenant that the Company will be assigned the leases to be exercised if AnHeart defaults on the original lease agreements. In addition, AnHeart tendered an unconditional guaranty of all AnHeart liabilities arising from the leases, in favor of the Company, executed by Minsheng Pharmaceutical Group Company, Ltd. (“Minsheng”), a Chinese manufacturer and distributor of herbal medicines. 78 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. Subsequent to December 31, 2021, 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 accordance with ASC 460, Guarantees , the Company has determined that its maximum exposure resulting from the 275 Fifth Avenue lease guarantee includes approximately $ 8.0 million of 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 12 years . The Company elected a policy to apply the discounted cash flow method to loss contingencies with more than 18 months of payments. Subsequent to December 31, 2021, the Company recorded a one-time lease guarantee expense and liability of $ 5.9 million using a discount rate of 4.55 %. NOTE 13 - 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 21,288 potential common shares related to total shareholder return performance-based restricted stock units that were excluded from the calculation of diluted EPS for the year ended December 31, 2021 because their effect would have been anti-dilutive. There were no anti-dilutive potential common shares for the years ended December 31, 2020 and 2019 . The following table sets forth the computation of basic and diluted EPS: Year Ended December 31, ($ in thousands, except share and per share data) 2021 2020 2019 Numerator: (As Restated) (As Restated) Net income (loss) attributable to HF Foods Group Inc. $ 22,145 $ ( 343,512 ) $ 4,974 Denominator: Weighted-average common shares outstanding 51,918,323 52,095,585 27,113,288 Effect of dilutive securities 173,499 — — Weighted-average dilutive shares outstanding 52,091,822 52,095,585 27,113,288 Earnings (loss) per common share: Basic $ 0.43 $ ( 6.59 ) $ 0.18 Diluted $ 0.43 $ ( 6.59 ) $ 0.18 79 NOTE 14 - INCOME TAXES The provision for income taxes of the Company for the years ended December 31, 2021, 2020 and 2019 consists of the following: Year Ended December 31, (In thousands) 2021 2020 2019 Current: (As Restated) (As Restated) Federal $ 9,044 $ 1,245 $ 2,152 State 2,329 ( 54 ) 540 Current income taxes 11,373 1,191 2,692 Deferred income benefit: Federal ( 2,823 ) ( 2,917 ) ( 157 ) State ( 4,047 ) ( 2,999 ) ( 94 ) Deferred income benefit: ( 6,870 ) ( 5,916 ) ( 251 ) Total provision (benefit) for income taxes $ 4,503 $ ( 4,725 ) $ 2,441 The Company's effective income tax rates for the years ended December 31, 2021, 2020 and 2019 were 16.6 %, 1.4 % and 30.8 %, respectively. The determination of the Company’s overall effective income tax rate requires the use of estimates. The effective income tax rate reflects the income earned and taxed in U.S. federal and various state jurisdictions based on enacted tax law, permanent differences between book and tax items, tax credits and the Company’s change in relative income in each jurisdiction. Due to the changes in the Company's business activities, the Company has updated certain state filing methodologies and related state apportionment which resulted in a change in the state tax rate used in measuring deferred income taxes as of December 31, 2021. This change had a favorable impact on the Company's effective tax rate for the year ended December 31, 2021. Changes in tax laws and rates may affect recorded deferred tax assets and liabilities and the Company’s effective income tax rate in the future. The Company has no operations outside the U.S., as such, no foreign income tax was recorded. 80 Temporary differences and carryforwards of the Company that created significant deferred tax assets and liabilities are as follows: (In thousands) December 31, 2021 December 31, 2020 Deferred tax assets: (As Restated) Allowance for doubtful accounts $ 202 $ 443 Inventories 644 545 Federal net operating loss — 102 State net operating loss 161 257 Equity compensation 132 — Fair value change in interest rate swap contracts 67 245 Leases 6,065 1,767 Accrued expenses 662 67 Total deferred tax assets 7,933 3,426 Deferred tax liabilities: Property and equipment ( 5,400 ) ( 4,144 ) Intangible assets ( 38,890 ) ( 45,323 ) Right of use assets ( 2,949 ) ( 284 ) Equity investments ( 149 ) — Total deferred tax liabilities ( 47,388 ) ( 49,751 ) Net deferred tax liabilities $ ( 39,455 ) $ ( 46,325 ) Reconciliations of the statutory income tax rate to the effective income tax rate are as follows: Year Ended December 31, 2021 2020 2019 (As Restated) (As Restated) Federal statutory tax rate 21.0 % 21.0 % 21.0 % State statutory tax rate 5.8 % 0.7 % 4.0 % Impact of goodwill impairment loss – permanent difference — % ( 20.5 ) % 1.0 % U.S permanent difference 1.9 % — % — % Rate difference due to change in state filing method ( 13.7 ) % — % — % FIN 48 liability 0.6 % — % 3.6 % Other 1.0 % 0.2 % 1.2 % Effective tax rate 16.6 % 1.4 % 30.8 % The Company has no federal net operating loss ("NOL") carryovers and $ 1.8 million state NOL carryovers as of December 31, 2021. Approximately $ 0.2 million of state NOL carryovers will expire in 2033, and $ 0.1 million of state NOL carryovers will expire in 2040, and $ 1.5 million state NOL carryovers will expire in 2041. The rest of the state NOL carryovers can be carried forward indefinitely. The Company has approximately $ 1.5 million of California NOL carryovers generated in prior years. Due to California’s suspension of NOL carryover deduction for certain taxpayers, the Company cannot deduct NOL carryover in this period. 81 Unrecognized Tax Benefits Year Ended December 31, 2021 2020 2019 (As Restated) (As Restated) Total unrecognized tax benefits on January 1, $ 752 $ 646 $ 402 Decrease related to positions taken on items from prior years — — — Increase related to positions taken on items from prior years — — — Increase related to positions taken in the current year — 106 244 Settlement of uncertain positions with tax authorities — — — Total unrecognized tax benefits on December 31, $ 752 $ 752 $ 646 It is reasonably possible that $ 0.4 million of the total uncertain tax benefits will reverse within the next 12 months. The total amount of unrecognized tax benefits that would affect the effective tax rate if recognized is $ 0.8 million, $ 0.8 million and $ 0.6 million as of December 31, 2021, 2020 and 2019, respectively. Interest and penalty related to unrecognized tax benefits are reported in income tax expense, in the amount of $ 0.2 million as of December 31, 2021. The Company is subject to taxation in the United States and various states. As of December 31, 2021, tax years for 2018 through 2020 are subject to examination by the tax authorities. NOTE 15 - RELATED PARTY TRANSACTIONS The Company makes regular purchases from and sales to various related parties. Related party affiliations were attributed to transactions conducted between the Company and those business entities partially or wholly owned by the Company, the Company's officers and/or shareholders who owned no less than 10 % shareholdings of the Company. Mr. Zhou Min Ni (“Mr. Ni”) and Mr. Zhang were the Co-Chief Executive Officers as of December 31, 2020 and 2019. Mr. Ni subsequently resigned from all of his official posts on February 23, 2021. Mr. Zhang became the sole Chief Executive. Mr. Ni and his immediate family members are treated as related parties for purposes of this report because Mr. Ni is a principal holder of the Company's securities. Revolution Industry, UGO and BRGR are also considered Unconsolidated VIEs as discussed further in Note 3 - Variable Interest Entities. The related party transactions as of December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019 are identified as follows: Related Party Sales and Purchases Transactions a. Purchases - related parties Below is a summary of purchases of goods and services from related parties recorded for the years ended December 31, 2021 2020, and 2019, respectively: 82 Year Ended December 31, (In thousands) Nature 2021 2020 2019 (As Restated) (As Restated) (a) Allstate Trading Company, Inc. Trade $ — $ 309 $ 111 (b) Best Food Services, LLC Trade 8,341 5,830 2,136 (c) Eagle Food Services, LLC Trade 4 101 233 (a) Eastern Fresh NJ, LLC Trade 5,509 4,509 6,679 (a) Enson Group, Inc. (formerly as Enson Group, LLC) Trade 128 143 175 (a) Enson Seafood GA, Inc. (formerly “GA-GW Seafood, Inc.”) Trade — — 182 (d) First Choice Seafood, Inc. Trade 322 455 2,093 (d) Fujian RongFeng Plastic Co., Ltd Trade 3,108 3,617 6,207 (e) Hanfeng (Fujian) Information Technology Co., Ltd. Service — 997 3,033 (a) Hanfeng Information Technology (Jinhua), Inc. Service 122 1,135 — (a) N&F Logistics, Inc. Trade 3 369 1,428 (f) North Carolina Good Taste Noodle, Inc. Trade 5,520 3,986 4,608 (a) Ocean Pacific Seafood Group, Inc. Trade 452 568 598 (g) Revolution Industry, LLC Trade 190 2,362 2,823 (a) UGO USA, Inc. Trade 212 644 724 (h) Union Foods, LLC Trade — 1,247 9,003 Other Trade 133 90 355 Total $ 24,044 $ 26,362 $ 40,388 _______________ (a) Mr. Ni owns an equity interest in this entity. (b) Mr. Zhang previously owned an equity interest in this entity indirectly through its parent company as of October 31, 2020. This equity interest was transferred to three Irrevocable Trusts for the benefit of Mr. Zhang's children effective November 1, 2020. (c) Tina Ni, one of Mr. Ni’s family members, owns an equity interest in this entity indirectly through its parent company. (d) Mr. Ni owns an equity interest in this entity indirectly through its parent company. (e) Mr. Ni previously owned an equity interest in this entity. Mr. Ni disposed of his equity interest on September 29, 2020. Purchases for the year ended December 31, 2021 were $ 0.6 million. (f) Mr. Jian Ming Ni, former Chief Financial Officer owns an equity interest in this entity. Mr. Zhou Min Ni previously owned an equity in this entity as of 12/31/2019. The Company has been informed by Mr. Zhou Min Ni that his equity interest was disposed of on 1/1/2020. (g) Raymond Ni, one of Mr. Ni’s family members, owned an equity interest in this entity. On February 25, 2021, the Company executed an asset purchase agreement to acquire the machinery and equipment of Revolution Industry, LLC ("RIL"). The Company acquired substantially all of the operating assets used or held for use in such business operation for the amount of $ 250,000 plus the original wholesale purchase value of all verified, useable cabbage and egg roll mix inventory of RIL. Advances due from RIL at the time of transaction were an offset to the purchase price paid to RIL. Going forward, the Company has taken the egg roll production business in house and ceased its vendor relationship with RIL. (h) Tina Ni, one of Mr. Ni’s family members, owns an equity interest in this entity. Anthony Zhang, one of Mr. Zhang's family member, owns an equity interest in this entity. Services rendered by Hanfeng (Fujian) Information Technology Co. Ltd. relate to outsourced sales call center services. Fees for services are based on a percentage of sales generated as defined in the agreement. From time to time such services are subcontracted to Hanfeng Information Technologies (Jinhua), Inc. 83 b. Sales - related parties Below is a summary of sales to related parties recorded for the years ended December 31, 2021, 2020 and 2019, respectively: Year Ended December 31, (In thousands) 2021 2020 2019 (As Restated) (As Restated) (a) ABC Food Trading, LLC $ 2,642 $ 1,871 $ 416 (b) Asahi 704 465 71 (c) Best Food Services, LLC 792 337 — (d) Eagle Food Service, LLC 2,864 4,605 7,172 (e) Eastern Fresh NJ, LLC 155 1,602 4,471 (e) Enson Group, Inc. (formerly as Enson Group, LLC) 101 308 635 (e) Enson Philadelphia, Inc. — 126 142 (e) Enson Seafood GA, Inc. (formerly as GA-GW Seafood, Inc.) 573 493 1,482 (f) First Choice Seafood, Inc. 99 1,378 — (f) Fortune One Foods, Inc. 418 311 788 (e) Heng Feng Food Services, Inc. 163 669 1,602 (e) N&F Logistics, Inc. 531 1,027 2,365 Others 13 116 147 Total $ 9,055 $ 13,308 $ 19,291 _______________ (a) Mr. Zhang previously owned an equity interest in this entity indirectly through its parent company as of October 31, 2020. This equity interest was transferred to three Irrevocable Trusts for the benefit of Mr. Zhang's children effective November 1, 2020. (b) The Company, through its subsidiary MF, owns an equity interest in this entity. (c) Mr. Zhang previously owned an equity interest in this entity indirectly through its parent company as of October 31, 2020. This equity interest was transferred to three Irrevocable Trusts for the benefit of Mr. Zhang's children effective November 1, 2020. (d) Tina Ni, one of Mr. Ni’s family members, owns an equity interest in this entity indirectly through its parent company. (e) Mr. Ni owns an equity interest in this entity. (f) Mr. Ni owns an equity interest in this entity indirectly through its parent company. c. Lease Agreements - Related Parties The Company leases various facilities to related parties. The Company leased a facility to NC Noodle under an operating lease agreement expiring in 2024. Rental income for the years ended December 31, 2021, 2020 and 2019 was $ 42,000 , $ 46,000 and $ 46,000 , respectively, which is included in other income in the consolidated statements of operations and comprehensive income (loss). The lease agreement was terminated in connection with the sale of the facility on November 3, 2021. The building and related land was sold to NC Noodle for $ 0.8 million and a gain of $ 0.5 million. The Company leased a facility to UGO USA Inc. under an operating lease agreement which was mutually terminated by both parties effective April 1, 2021. Rental income for the years ended December 31, 2021, 2020 and 2019 was $ 7,000 , $ 42,000 and $ 43,000 , respectively, which is included in other income in the consolidated statements of operations and comprehensive income (loss). The Company leased a facility to iUnited Services, LLC ("iUnited"), which has been determined to be a related party due to the equity ownership interest in iUnited of Mr. Jian Ming Ni, the Company's former Chief Financial Officer. Rental income for the years ended December 31, 2021 and 2020 was $ 50,000 and $ 25,000 , respectively, which is included in other income in the consolidated statements of operations and comprehensive income (loss). The lease agreement was terminated in connection with the sale of the facility on November 3, 2021. The building and related land was sold to iUnited for $ 1.5 million and a gain of $ 0.8 million. The Company leased a warehouse to Enson Seafood GA Inc. (formerly GA-GW Seafood, Inc.) under an operating lease agreement expiring on September 21, 2027. Rental income for the years ended December 31, 2021, 2020 and 2019 was $ 0.5 million, $ 0.5 million and $ 0.5 million, respectively, which is included in other income in the consolidated statements of operations and comprehensive income (loss). Subsequent to December 31, 2021, on May 18, 2022, the Company sold the 84 warehouse to Enson Seafood GA Inc., a related party, for approximately $ 7.2 million, recognized a gain of $ 1.5 million and used a portion of the proceeds to pay the outstanding balance of the Company's $ 4.5 million loan with First Horizon Bank. The Company leased a production area to Revolution Industry, LLC under a $ 3,000 month-to-month lease agreement. Rental income recorded for the years ended December 31, 2021, 2020 and 2019 was $ 6,000 , $ 39,000 and $ 33,000 , respectively, which is included in other income in the consolidated statements of operations and comprehensive income (loss). The lease agreement was terminated as a result of the asset purchase agreement executed on February 25, 2021. The Company leased warehouses from related parties owned by the majority shareholder of B&R Global prior to the Realty Acquisition on January 17, 2020. Before the Realty Acquisition, the CEO of the Company, Mr. Zhang, managed and owned 8.91 % interest in BRGR. Rent incurred related to the BRGR related parties from January 1, 2020 to January 16, 2020 was $ 188,000 , which is included in other income in the consolidated statements of operations and comprehensive income (loss). Rent incurred to the BRGR related parties was $ 0.8 million for the year ended on December 31, 2019. In 2020, the Company renewed a warehouse lease from Yoan Chang Trading Inc. under an operating lease agreement expired on December 31, 2020. In February 2021, the Company executed a new 5-year operating lease agreement with Yoan Chang Trading Inc., effective January 1, 2021 and expiring on December 31, 2025. Rent incurred was $ 310,000 , $ 120,000 and $ 120,000 for the years ended December 31, 2021, 2020 and 2019, respectively, which is included in Distribution, selling and administrative expenses in the consolidated statements of operations and comprehensive income (loss). Related Party Balances a. Accounts receivable - related parties, net Below is a summary of accounts receivable with related parties recorded as of December 31, 2021 and 2020, respectively: (In thousands) December 31, 2021 December 31, 2020 (As Restated) (a) ABC Food Trading, LLC $ 76 $ 19 (b) Asahi 72 69 (c) Eagle Food Service, LLC 16 697 (d) Enson Seafood GA, Inc. (formerly as GA-GW Seafood, Inc.) 24 326 (e) Fortune One Foods, Inc. 24 36 (d) Heng Feng Food Services, Inc. 18 — (d) N&F Logistics, Inc. — 113 (f) North Carolina Good Taste Noodle, Inc. 15 8 Others 4 1 Total $ 249 $ 1,269 _______________ (a) Mr. Zhang previously owned an equity interest in this entity indirectly through its parent company as of October 31, 2020. This equity interest was transferred to three Irrevocable Trusts for the benefit of Mr. Zhang's children effective November 1, 2020. (b) The Company, through its subsidiary MF, owns an equity interest in this entity. (c) Tina Ni, one of Mr. Ni’s family members, owns an equity interest in this entity indirectly through its parent company. (d) Mr. Ni owns an equity interest in this entity. (e) Mr. Ni owns an equity interest in this entity indirectly through its parent company. (f) Mr. Jian Ming Ni, former Chief Financial Officer owns an equity interest in this entity. All accounts receivable from these related parties are current and considered fully collectible. No allowance is deemed necessary as of December 31, 2021 and December 31, 2020. b. Accounts payable - related parties All the accounts payable to related parties are payable upon demand without interest. Below is a summary of accounts payable with related parties recorded as of December 31, 2021 and 2020, respectively: 85 (In thousands) December 31, 2021 December 31, 2020 (As Restated) (a) Best Food Services, LLC $ 699 $ 589 (b) Eastern Fresh NJ, LLC 581 428 (c) Fujian RongFeng Plastic Co., Ltd 20 69 (d) Hanfeng (Fujian) Information Technology Co., Ltd. — 176 (b) Hanfeng Information Technology (Jinhua), Inc. — 107 (b) Heng Feng Food Services, Inc. — 116 (e) North Carolina Good Taste Noodle, Inc. 595 558 (b) UGO USA, Inc. — 211 Others 46 52 Total $ 1,941 $ 2,306 _______________ (a) Mr. Zhang previously owned an equity interest in this entity indirectly through its parent company as of October 31, 2020. This equity interest was transferred to three Irrevocable Trusts for the benefits of Mr. Zhang's children effective November 1, 2020. (b) Mr. Ni owns an equity interest in this entity. (c) Mr. Ni owns an equity interest in this entity indirectly through its parent company. (d) Mr. Ni previously owned an equity interest in this entity. Mr. Ni disposed of his equity interest on September 29, 2020. Accounts payable as of December 31, 2021 was $ 0.2 million. (e) Mr. Jian Ming Ni, former Chief Financial Officer owns an equity interest in this entity. c. Advances to suppliers - related parties The Company periodically provides purchase advances to various vendors, including the related party suppliers. Below is a summary of advances to related party suppliers recorded as of December 31, 2021 and December 31, 2020, respectively: (In thousands) December 31, 2021 December 31, 2020 (a) Ocean Pacific Seafood Group, Inc. $ — $ 7 (b) Revolution Industry, LLC — 190 Total $ — $ 197 _______________ (a) Mr. Ni owns an equity interest in this entity. (b) Raymond Ni, one of Mr. Ni’s family members, owns an equity interest in this entity. On February 25, 2021, Han Feng executed an asset purchase agreement to acquire the machinery and equipment of Revolution Industry, LLC ("RIL"). Han Feng has acquired substantially all of the operating and held for use assets for $ 0.3 million plus the original wholesale purchase value of all verified, useable cabbage and egg roll mix inventory of RIL. Advances due from Revolution at the time of transaction were an offset to the purchase price paid to RIL. Going forward, Han Feng has taken the egg roll production business in house and ceased its vendor relationship with RIL. d. Promissory note payable - related party The Company issued a $ 7.0 million Unsecured Subordinated Promissory Note ("Promissory Note") to BRGR. The note bears an interest rate of 6 % per annum that matures in January 2030. The Promissory Note issued to BRGR in January 2020 was part of the payment to acquire 100 % equity membership interest in nine subsidiaries of BRGR (Refer to Note 7 - Acquisitions ). The Promissory Note has no requirement to make principal repayments until maturity and there is no prepayment penalty should the Company elect to prepay the principal, in part or in full, prior to maturity, subject to meeting certain repayment provisions as defined in the JPM Credit Agreement. As of December 31, 2021 and 2020, the outstanding balance was $ 4.5 million and $ 7.0 million, respectively, and there was no accrued interest payable. Principal and interest payments were $ 2.9 million and $ 0.4 million for the years ended December 31, 2021 and 2020, respectively. Subsequent to December 31, 2021, during the three months ended June 30, 2022, the Company paid the remaining $ 4.5 million of its related party promissory note payable. 86 e. Notes Receivable - Related Parties and Other On September 30, 2019, the Company and Mr. Ni entered into a Loan Purchase and Sale Agreement (the "Loan Sale Agreement"). Pursuant to the Loan Sale Agreement, all outstanding notes receivable, having then a combined outstanding balance of $ 8.4 million ("Total Notes Receivable"), were sold to Mr. Zhou Min Ni in exchange for 632,746 shares of common stock of the Company, which shares were received and recorded in treasury stock by the Company. In connection with the sale of the above notes, the Company also required 208,806 additional shares of common stock of the Company owned by Mr. Ni to be placed in an escrow account for a period of one year until September 30, 2020 (the “Escrow Period”), which would then be delivered to the Company in part or in full, if the volume weighted average price ("VWAP") of the Company’s common stock for the 250-trading-day period immediately preceding the expiration of the Escrow Period is less than $ 13.30 . On October 9, 2020, in accordance with the terms of the Loan Sale Agreement, the Company and Mr. Ni determined and agreed that the 250-day VWAP was $ 10.59 , and that, therefore, 161,966 of the Escrow Shares were transferred to and recorded as treasury stock by the Company and the remaining 46,840 Escrow Shares were returned to Mr. Ni. Following which, the Total Notes Receivable guaranteed by Mr. Ni was considered fully settled. As of December 31, 2018, the Company had a promissory note agreement with Feilong Trading, Inc, ("Feilong"). Pursuant to the promissory note agreement, Feilong was permitted to borrow up to $ 4.0 million. The note bore interest at the rate of 5 % per annum on the unpaid balance, compounded monthly. The Company’s former Chairman and Co-CEO, Zhou Min Ni agreed to personally guarantee the repayment of all outstanding balances relating to this note receivable. On September 30, 2019, the Company and Mr. Ni entered into a Loan Purchase and Sale Agreement (the "Feilong Loan Sale Agreement"). Pursuant to the Feilong Loan Sale Agreement, the entire outstanding balance of $ 3.6 million owed by Feilong to the Company was sold to Mr. Ni in exchange for 272,369 shares of common stock of the Company, which shares were received and recorded as treasury stock by the Company. In connection with the sale of this note receivable, the Company also required 89,882 additional shares of the Company's common stock owned by Mr. Ni to be placed in an escrow account for a period of one year until September 30, 2020 (the “Feilong Escrow Period”), which would then be delivered to the Company in part or in full, if the VWAP of the Company’s common stock for the 250-trading-day period immediately preceding the expiration of the Feilong Escrow Period was less than $ 13.30 . On October 9, 2020, in accordance with the terms of the Feilong Loan Sale Agreement, the Company and Mr. Ni determined and agreed that the 250-day VWAP immediately preceding September 30, 2020 was $ 10.59 , and consequently, 69,719 of the Escrow Shares were transferred to and recorded as treasury stock by the Company, and the remaining 20,163 Escrow Shares were returned to Mr. Ni. Following this event, the balance due from Feilong to the Company was considered fully settled. The Company retired all treasury stock as of December 31, 2020. NOTE 16 - STOCK-BASED COMPENSATION The Company has a stock-based employee compensation plan, known as the HF Foods Group Inc. 2018 Omnibus Equity Incentive Plan (the “2018 Incentive Plan”). The 2018 Incentive Plan allows for up to 3,000,000 shares of common stock reserved for issuance of awards to employees, non-employee directors, and consultants. The 2018 Incentive Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, other stock awards, and performance awards that may be settled in stock, or other property. The Company began issuing awards under the 2018 Incentive Plan in February 2021. As of December 31, 2021, the Company had 352,920 time-based vesting restricted stock units (“RSUs”) outstanding, 143,278 performance-based restricted stock units (“PSUs”) outstanding, and 2,503,802 shares remaining available for future awards under the 2018 Incentive Plan. RSUs granted to employees vest over time based on continued service (vesting over a period between one to three years in equal installments). PSUs granted to employees vest based on (i) the attainment of certain financial metrics, as defined by the Company's compensation committee (“Financial PSUs”) and (ii) total shareholder return of the Company’s common stock (“TSR PSUs”). Both types of PSUs vest over three equal installments beginning from April 1, 2022 to April 1, 2024 based on the performance metrics established for each year and also require continued service for vesting. 87 A summary of RSU and PSU activity for the year ended December 31, 2021 is as follows: Shares Weighted Average Grant Date Fair Value Unvested RSUs at December 31, 2020 — $ — Granted 355,242 5.22 Forfeited 2,322 5.17 Vested — — Unvested RSUs at December 31, 2021 352,920 $ 5.22 Shares Weighted Average Grant Date Fair Value Unvested PSUs at December 31, 2020 — $ — Granted 143,278 4.94 Forfeited — — Vested — — Unvested PSUs at December 31, 2021 143,278 $ 4.94 The Company accounts for stock-based compensation in accordance with ASC 718 Compensation - Stock Compensation (“ASC 718”). ASC 718 addresses all forms of share-based payment awards including shares issued under employee stock purchase plans and stock incentive shares. The fair value of the RSUs and Financial PSUs are measured using the closing price of the Company’s common stock on NASDAQ Global Capital Market on the date preceding grant date. The fair value of the TSR PSUs are determined using a Monte Carlo simulation model. The assumptions used to estimate the fair value of the TSR PSUs granted during the year ended December 31, 2021 and valued under the Monte Carlo simulation model were as follows: 2021 PSU Grants Risk-free interest rate 0.32 % - 0.34 % Expected dividend yield — % - — % Expected term (years) 2.56 - 2.73 Expected volatility (1) 64.26 % - 65.74 % (1) Expected volatility is based on a 50/50 blending of (i) the average historical volatility of a select group of industry peers with a look-back period equal to the expected term, and (ii) the historical volatility of the Company with a look-back period of 1.17 years, the time from the valuation date to the date six months after the completion of the merger with B&R Global, using daily stock prices. The expected volatility of peer companies was 62.42 % – 63.45 %. The expected volatility of the Company's common stock was 66.10 % – 68.03 %. 88 The fair value of RSUs are amortized on a straight-line basis over the requisite service period for each award. For the PSUs, the Company recognizes stock-based compensation expense on a straight-line basis for each vesting tranche over the longer of the derived, explicit, or implicit service period for the vesting tranche. As of interim and annual reporting periods, the Financial PSUs stock-based compensation expense is adjusted based on expected achievement of performance targets, while TSR PSUs stock-based compensation expense is not adjusted. The Company recognizes forfeitures as they occur. Stock-based compensation expense is included in distribution, selling and administrative expenses in the Company's consolidated statements of operations and comprehensive income (loss). The components of stock-based compensation expense for the year ended December 31, 2021 were as follows: (In thousands) Year Ended December 31, 2021 Stock-based compensation (RSUs) expense $ 405 Stock-based compensation (PSUs) expense 230 Total stock-based compensation expense $ 635 Tax benefit of stock-based compensation expense $ 132 For the years ended December 31, 2020 and 2019 there was no stock-based compensation expense. As of December 31, 2021, there was $ 1.8 million of total unrecognized compensation cost related to all non-vested outstanding RSUs and PSUs outstanding under 2018 Incentive Plan, with a weighted average remaining service period of 2.2 years. Of the total unrecognized compensation cost, $ 1.5 million is related to RSUs with time-based vesting provisions and $ 0.3 million is related to PSUs with performance and market-based vesting provisions. NOTE 17 - EMPLOYEE BENEFIT PLAN The Company sponsors a defined contribution plan, the HF Foods Group, Inc. Employees 401(k) Savings Plan (the “401(k) Plan”). Under the 401(k) Plan, after six months of service, eligible employees may elect to defer up to 92 % of their compensation before taxes, up to the dollar limit imposed by the Internal Revenue Service for tax purposes. The Company matches 100 % of the first 3 % of the participant’s deferred compensation plus 50 % of the amount contributed between 3 % and 5 % of the participant’s deferred compensation. 401(k) Plan participants vest in matching contributions received from the Company at the rate of 20 % per year for each full year of service starting from their second year of service, such that the participants become 100 % vested after six years of service. For the years ended December 31, 2021 and 2020, the Company expensed $ 240,000 and $ 25,000 , respectively. There was no 401(k) plan implemented in 2019. NOTE 18 - 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 the Company’s 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 us that could adversely affect our ability to conduct our business. There also exists the possibility of a material adverse effect on our 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. 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 89 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”). After the second putative stockholder class action was filed, the Class Actions were consolidated. On January 19, 2021, the Company and the director and officer defendants filed a Motion to Dismiss the consolidated Class Actions. On August 25, 2021, the Court granted the Motion to Dismiss with leave to amend the complaint. The Plaintiff elected not to amend his complaint, and the Court entered Judgment in favor of the Company and the director and officer defendants on September 20, 2021. The Court’s decision was not appealed, and the Class Actions are now closed. The Company was likewise named a nominal defendant and certain of the Company's current and former directors and officers were named as defendants in a shareholder derivative lawsuit filed on June 15, 2020, in the United States District Court for the Central District of California. The complaint made similar allegations as the Class Actions and alleged violations of Sections 10(b), 14(a), and 20(a) of the Securities Exchange Act of 1934, breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. A second virtually identical shareholder derivative lawsuit was filed on August 21, 2020 in the United States District Court for the District of Delaware. On November 19, 2020, the District Court for the District of Delaware transferred the second-filed derivative lawsuit to the District Court for the Central District of California. The shareholder derivative lawsuits were stayed pending the deadline to file a notice of appeal in the Class Actions. On November 5, 2021, the first of the two shareholder derivative lawsuits was dismissed voluntarily without prejudice by the plaintiff. On November 23, 2021, the second shareholder derivative lawsuit was dismissed by the Court on the basis of the parties’ stipulation of voluntary dismissal without prejudice. In response to the allegations in the March 2020 analyst report, the Company's Board of Directors appointed the Special Investigation Committee to conduct an internal independent investigation with the assistance of counsel. On May 20, 2022, the Board of Directors of HF Group received a letter from a purported stockholder, James Bishop (the “Bishop Demand”). The Bishop Demand alleges that certain current and former officers and directors of HF Group engaged in misconduct and breached their fiduciary duties, and demands that HF Group investigate the allegations and, if warranted, assert claims against those current or former officers and directors. Many of the allegations contained in the Bishop Demand were the subject of a shareholder derivative action that Bishop filed in August 2020 (the “Bishop Derivative Action”). On November 24, 2021, after the United States District Court for the Central District of California dismissed with prejudice a related securities class action, captioned Mendoza v. HF Foods Group Inc. et al., No. 2:20-cv-02929 (C.D. Cal.), the Bishop Derivative Action was voluntarily dismissed without prejudice. On June 30, 2022, the Board of Directors of HF Group resolved to form a special committee (the “Special Litigation Committee”) comprised of independent directors and advised by counsel to analyze and evaluate the allegations in the Bishop Demand in order to determine whether the Company should assert any claims against the current or former officers and directors. On August 19, 2022, James Bishop filed a verified stockholder derivative complaint in the Court of Chancery of the State of Delaware (the “Delaware Action”), which asserts similar allegations to those set forth in the Bishop Demand. On September 21, 2022, Bishop and the Company filed a stipulation to stay the Delaware Action for 90 days, which the court granted on September 22, 2022. On December 20, 2022, Bishop and the Company filed a stipulation to extend the stay of the Delaware Action for an additional 60 days, which the court granted on December 21, 2022. The Special Litigation Committee is in the process of analyzing and evaluating the claims alleged in the Bishop Demand and Delaware Action, and has not determined whether any claims should be asserted or the probability of recovery for such claims. 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 the investigation and made recommendations to management regarding improvements to Company operations and structure, including but not limited to its dealings with related parties. As with any SEC investigation, there is also the possibility of potential fines and penalties. At this time, however, there has not been any demand made by the SEC nor is it possible to estimate the amount of any such fines and penalties, should they occur. 90 NOTE 19 - SUBSEQUENT EVENTS See Note 7 - Acquisitions , regarding the Sealand Acquisition, Note 12 - Leases , regarding the Company's guarantee for the lease agreement for 275 Fifth Avenue, Note 10 - Line of Credit and Note 11 - Long-Term Debt , regarding the amendment of the Company's JPM Credit Agreement, effective March 31, 2022, and Note 15 - Related Party Transactions , regarding the related party promissory note payable as well as the Company's sale of a warehouse that was leased to a related party for subsequent events. NOTE 20 - QUARTERLY FINANCIAL INFORMATION (UNAUDITED) The tables below present unaudited quarterly financial information and the footnotes correspond to the error descriptions in Note 1 - Organization, Business Description and Restatement of Previously Issued Consolidated Financial Statements, except for the following: m. The Company identified an error related to the timing and amount of stock-based compensation for restricted stock awards issued during 2021, impacting the quarterly periods within 2021. n. During the preparation of the September 30, 2021 financial statements, the Company identified errors in its accounting for the January 21, 2021 lease described in Note 12 – Leases as the 273 Lease Agreement. In its original accounting, the Company concluded that the lease was an operating lease and used an incorrect discount rate to calculate the right-of-use asset and obligations under operating lease liabilities balances. The Company subsequently changed the discount rate on the lease and reclassified the lease as a finance lease, as the present value of the future cash flows associated with the lease exceeded substantially all of the fair value of the property. The Company has adjusted the balances associated with the lease from operating lease right-of-use asset to property and equipment, net and from obligations under operating lease liabilities to obligations under finance leases in the quarterly financial statements for March 31, 2021 and June 30, 2021. 91 The following tables summarize the effect of the restatements on each affected financial statement line item as of the dates as indicated, impacting the unaudited condensed consolidated balance sheets. Condensed Consolidated Balance Sheet (Unaudited) (In thousands) As Previously Reported Reclass Adjustments As Restated March 31, 2021 Property and equipment, net $ 136,044 $ — $ 5,932 (a) 7,793 (n) $ 149,769 Operating lease right-of-use assets 15,993 — 353 (a) ( 13,676 ) (n) 2,670 TOTAL ASSETS 500,798 — 402 501,200 Accounts payable 36,504 — ( 520 ) (k) 35,984 Accounts payable - related parties 1,473 — 520 (k) 1,993 Current portion of obligations under finance leases 277 — 1,852 (a) 2,129 Current portion of obligations under operating leases 637 — 62 (a) ( 7 ) (n) 692 Accrued expenses and other liabilities 7,362 281 545 (e) 791 (j) 8,979 Obligation under interest rate swap contracts 281 ( 281 ) — TOTAL CURRENT LIABILITIES 79,253 — 3,243 82,496 Obligations under finance leases, non-current 704 — 4,210 (a) 7,854 (n) 12,768 Obligations under operating leases, non-current 15,460 — 303 (a) ( 13,764 ) (n) 1,999 TOTAL LIABILITIES 234,247 1,846 236,093 Accumulated deficit ( 325,627 ) — ( 142 ) (a) ( 545 ) (e) ( 791 ) (j) 34 (n) ( 327,071 ) TOTAL SHAREHOLDERS' EQUITY ATTRIBUTABLE TO HF FOODS GROUP INC. 261,957 — ( 1,444 ) 260,513 TOTAL SHAREHOLDERS' EQUITY 266,551 — ( 1,444 ) 265,107 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 500,798 — 402 501,200 92 Condensed Consolidated Balance Sheet (Unaudited) (In thousands) As Previously Reported Reclass Adjustments As Restated June 30, 2021 Property and equipment, net $ 134,756 $ — $ 5,514 (a) 7,728 (n) 147,998 Operating lease right-of-use assets 16,326 — 487 (a) ( 13,583 ) (n) 3,230 TOTAL ASSETS 507,221 — 146 507,367 Accounts payable 41,669 — ( 408 ) (k) 41,261 Accounts payable - related parties 1,957 — 408 (k) 2,365 Current portion of obligations under finance leases 273 — 1,868 (a) 2,141 Current portion of obligations under operating leases 610 — 179 (a) ( 31 ) (n) 758 Accrued expenses and other liabilities 5,123 393 700 (e) 830 (j) 7,046 Obligation under interest rate swap contracts 393 ( 393 ) — — TOTAL CURRENT LIABILITIES 89,959 — 3,546 93,505 Obligations under finance leases, non-current 631 — 3,839 (a) 7,887 (n) 12,357 Obligations under operating leases, non-current 15,931 — 252 (a) ( 13,745 ) (n) 2,438 TOTAL LIABILITIES 242,242 — 1,779 244,021 Accumulated deficit ( 322,031 ) — ( 137 ) (a) ( 700 ) (e) ( 830 ) (j) 34 (n) ( 323,664 ) TOTAL SHAREHOLDERS' EQUITY ATTRIBUTABLE TO HF FOODS GROUP INC. 261,697 — ( 1,633 ) 260,064 TOTAL SHAREHOLDERS' EQUITY 264,979 — ( 1,633 ) 263,346 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 507,221 — 146 507,367 93 Condensed Consolidated Balance Sheet (Unaudited) (In thousands) As Previously Reported Reclass Adjustments As Restated September 30, 2021 Property and equipment, net $ 141,740 $ — $ 5,197 (a) $ 146,937 Operating lease right-of-use assets 2,551 — 459 (a) 3,010 TOTAL ASSETS 514,502 — 5,656 520,158 Accounts payable 42,044 — ( 450 ) (k) ( 180 ) (l) 41,414 Accounts payable - related parties 2,500 — 450 (k) 2,950 Current portion of obligations under finance leases 270 — 1,879 (a) 2,149 Current portion of obligations under operating leases 687 — 112 (a) 799 Accrued expenses and other liabilities 3,841 341 854 (e) 869 (j) 5,905 Obligation under interest rate swap contracts 341 ( 341 ) — — TOTAL CURRENT LIABILITIES 97,803 — 3,534 101,337 Obligations under finance leases, non-current 8,449 — 3,482 (a) 11,931 Obligations under operating leases, non-current 2,011 — 222 (a) 2,233 TOTAL LIABILITIES 241,170 — 7,238 248,408 Additional paid-in capital 583,929 — 169 (m) 584,098 Accumulated deficit ( 314,179 ) — ( 39 ) (a) ( 854 ) (e) ( 869 ) (j) ( 169 ) (m) ( 316,110 ) TOTAL SHAREHOLDERS' EQUITY ATTRIBUTABLE TO HF FOODS GROUP INC. 269,755 — ( 1,762 ) 267,993 Noncontrolling interest 3,577 180 (l) 3,757 TOTAL SHAREHOLDERS' EQUITY 273,332 — ( 1,582 ) 271,750 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 514,502 — 5,656 520,158 94 Condensed Consolidated Balance Sheet (Unaudited) (In thousands) As Previously Reported Adjustments As Restated March 31, 2020 Property and equipment, net $ 139,941 $ 6,208 (a) $ 146,149 Operating lease right-of-use assets 884 626 (a) 1,510 TOTAL ASSETS 521,412 6,834 528,246 Accounts payable 32,456 ( 375 ) (f) 32,081 Current portion of obligations under finance leases 288 1,518 (a) 1,806 Current portion of obligations under operating leases 333 181 (a) 514 Accrued expenses and other liabilities 2,960 98 (e) 375 (f) 673 (j) 4,106 TOTAL CURRENT LIABILITIES 103,507 2,470 105,977 Obligations under finance leases, non-current 980 4,881 (a) 5,861 Obligations under operating leases, non-current 550 480 (a) 1,030 TOTAL LIABILITIES 253,567 7,831 261,398 Accumulated deficit ( 324,060 ) ( 226 ) (a) ( 673 ) (e) ( 98 ) (j) ( 325,057 ) TOTAL SHAREHOLDERS' EQUITY ATTRIBUTABLE TO HF FOODS GROUP INC. 263,524 ( 997 ) 262,527 TOTAL SHAREHOLDERS' EQUITY 267,845 ( 997 ) 266,848 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 521,412 6,834 528,246 95 Condensed Consolidated Balance Sheet (Unaudited) (In thousands) As Previously Reported Reclass Adjustments As Restated June 30, 2020 Property and equipment, net $ 139,273 $ — $ 6,159 (a) $ 145,432 Operating lease right-of-use assets 785 — 592 (a) 1,377 TOTAL ASSETS 496,278 — 6,751 503,029 Accounts payable 30,373 — ( 639 ) (f) 29,734 Current portion of obligations under finance leases 293 — 1,604 (a) 1,897 Current portion of obligations under operating leases 300 — 178 (a) 478 Accrued expenses and other liabilities 3,530 1,337 195 (e) 639 (f) 699 (j) 6,400 Obligation under interest rate swap contracts 1,337 ( 1,337 ) — — TOTAL CURRENT LIABILITIES 85,565 — 2,676 88,241 Obligations under finance leases, non-current 904 — 4,712 (a) 5,616 Obligations under operating leases, non-current 486 — 439 (a) 925 TOTAL LIABILITIES 232,747 — 7,827 240,574 Accumulated deficit ( 328,119 ) — ( 182 ) (a) ( 195 ) (e) ( 699 ) (j) ( 329,195 ) TOTAL SHAREHOLDERS' EQUITY ATTRIBUTABLE TO HF FOODS GROUP INC. 259,465 — ( 1,077 ) 258,388 TOTAL SHAREHOLDERS' EQUITY 263,531 — ( 1,077 ) 262,454 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 496,278 — 6,751 503,029 96 Condensed Consolidated Balance Sheet (Unaudited) (In thousands) As Previously Reported Reclass Adjustments As Restated September 30, 2020 Property and equipment, net $ 138,107 $ — $ 5,798 (a) $ 143,905 Operating lease right-of-use assets 694 — 554 (a) 1,248 TOTAL ASSETS 489,889 — 6,352 496,241 Accounts payable 33,685 — ( 658 ) (f) 33,027 Current portion of obligations under finance leases 293 — 1,629 (a) 1,922 Current portion of obligations under operating leases 264 — 175 (a) 439 Accrued expenses and other liabilities 5,212 1,357 293 (e) 658 (f) 726 (j) 8,246 Obligation under interest rate swap contracts 1,357 ( 1,357 ) — — TOTAL CURRENT LIABILITIES 81,974 — 2,823 84,797 Obligations under finance leases, non-current 833 — 4,295 (a) 5,128 Obligations under operating leases, non-current 430 — 399 (a) 829 TOTAL LIABILITIES 226,754 — 7,517 234,271 Accumulated deficit ( 328,743 ) — ( 146 ) (a) ( 293 ) (e) ( 726 ) (j) ( 329,908 ) TOTAL SHAREHOLDERS' EQUITY ATTRIBUTABLE TO HF FOODS GROUP INC. 258,841 — ( 1,165 ) 257,676 TOTAL SHAREHOLDERS' EQUITY 263,134 — ( 1,165 ) 261,969 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 489,889 — 6,352 496,241 97 The following tables summarize the effect of the restatements on each affected financial statement line item for the periods ended as indicated, impacting the consolidated statement of operations and comprehensive income (loss). Restated amounts are computed independently each quarter; therefore, the sum of the quarterly amounts may not equal the total amount for the respective year due to rounding . (In thousands) Condensed Consolidated Statement of Income and Comprehensive Income (Loss) (Unaudited) Three Months Ended March 31, 2021 As Previously Reported Adjustments As Restated Distribution, selling and administrative expenses $ 28,127 $ ( 81 ) (a) 154 (e) ( 4 ) (h) ( 107 ) (n) 28,089 INCOME (LOSS) FROM OPERATIONS 1,302 38 1,340 Interest expense ( 742 ) ( 88 ) (a) ( 72 ) (n) ( 902 ) Other income 440 ( 4 ) (h) 436 Total other income (expense), net 1,129 ( 164 ) 965 INCOME (LOSS) BEFORE INCOME TAX 2,431 ( 126 ) 2,305 Income tax provision (benefit) 607 39 (j) 646 NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) 1,823 ( 165 ) 1,658 NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO HF FOODS GROUP INC. 1,523 ( 165 ) 1,358 (In thousands) Condensed Consolidated Statement of Income and Comprehensive Income (Loss) (Unaudited) Three Months Ended June 30, 2021 As Previously Reported Adjustments As Restated Distribution, selling and administrative expenses $ 29,904 $ ( 109 ) (a) 154 (e) ( 45 ) (h) ( 114 ) (n) $ 29,790 INCOME (LOSS) FROM OPERATIONS 5,230 114 5,344 Interest expense ( 709 ) ( 105 ) (a) ( 114 ) (n) ( 928 ) Other income 473 ( 45 ) (e) 428 Total other income (expense), net ( 348 ) ( 264 ) ( 612 ) INCOME (LOSS) BEFORE INCOME TAX 4,882 ( 150 ) 4,732 Income tax provision (benefit) 1,377 39 (j) 1,416 NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) 3,505 ( 189 ) 3,316 NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO HF FOODS GROUP INC. 3,596 ( 189 ) 3,407 98 (In thousands, except per share data) Condensed Consolidated Statement of Income and Comprehensive Income (Loss) (Unaudited) Six Months Ended June 30, 2021 As Previously Reported Adjustments As Restated Distribution, selling and administrative expenses $ 58,030 $ ( 191 ) (a) 309 (e) ( 49 ) (h) ( 220 ) (n) $ 57,879 INCOME (LOSS) FROM OPERATIONS 6,532 151 6,683 Interest expense ( 1,451 ) ( 193 ) (a) ( 186 ) (n) ( 1,830 ) Other income 913 ( 49 ) (h) 864 Total other income (expense), net 781 ( 428 ) 353 INCOME (LOSS) BEFORE INCOME TAX 7,313 ( 277 ) 7,036 Income tax provision (benefit) 1,984 78 (j) 2,062 NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) 5,329 ( 355 ) 4,974 NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO HF FOODS GROUP INC. 5,120 ( 355 ) 4,765 EARNINGS (LOSS) PER COMMON SHARE - BASIC $ 0.10 $ ( 0.01 ) $ 0.09 EARNINGS (LOSS) PER COMMON SHARE - DILUTED $ 0.10 $ ( 0.01 ) $ 0.09 (In thousands) Condensed Consolidated Statement of Income and Comprehensive Income (Loss) (Unaudited) Three Months Ended September 30, 2021 As Previously Reported Adjustments As Restated Distribution, selling and administrative expenses $ 30,972 $ ( 262 ) (a) 154 (e) 15 (h) 169 (m) $ 31,048 INCOME (LOSS) FROM OPERATIONS 10,940 ( 76 ) 10,864 Interest expense ( 704 ) ( 198 ) (a) ( 902 ) Other income 558 15 (h) 573 Total other income (expense), net ( 94 ) ( 183 ) ( 277 ) INCOME (LOSS) BEFORE INCOME TAX 10,846 ( 259 ) 10,587 Income tax provision (benefit) 2,637 39 (j) 2,676 NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) 8,209 ( 298 ) 7,911 NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO HF FOODS GROUP INC. 7,852 ( 298 ) 7,554 99 (In thousands, except per share data) Condensed Consolidated Statement of Income and Comprehensive Income (Loss) (Unaudited) Nine Months Ended September 30, 2021 As Previously Reported Adjustments As Restated Distribution, selling and administrative expenses $ 89,001 $ ( 673 ) (a) 463 (e) ( 33 ) (h) 169 (m) $ 88,927 INCOME (LOSS) FROM OPERATIONS 17,473 74 17,547 Interest expense ( 2,156 ) ( 576 ) (a) ( 2,732 ) Other income 1,470 ( 33 ) (h) 1,437 Total other income (expense), net 685 ( 609 ) 76 INCOME (LOSS) BEFORE INCOME TAX 18,159 ( 536 ) 17,623 Income tax provision (benefit) 4,622 116 (j) 4,738 NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) 13,537 ( 652 ) 12,885 NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO HF FOODS GROUP INC. 12,971 ( 652 ) 12,319 EARNINGS (LOSS) PER COMMON SHARE - BASIC $ 0.25 $ ( 0.01 ) $ 0.24 EARNINGS (LOSS) PER COMMON SHARE - DILUTED $ 0.25 $ ( 0.01 ) $ 0.24 (In thousands) Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) (Unaudited) Three months ended March 31, 2020 As Previously Reported Adjustments As Restated Cost of revenue - third parties $ 141,904 $ ( 262 ) (d) $ 141,642 TOTAL COST OF REVENUE 146,828 ( 262 ) 146,566 GROSS PROFIT 28,975 262 29,237 Distribution, selling and administrative expenses 29,407 ( 90 ) (a) 262 (d) 98 (e) ( 20 ) (h) 29,657 Goodwill impairment loss — 338,191 (g) 338,191 INCOME (LOSS) FROM OPERATIONS ( 432 ) ( 338,179 ) ( 338,611 ) Goodwill impairment loss ( 338,191 ) 338,191 (g) — Interest expense ( 1,952 ) ( 103 ) (a) ( 2,055 ) Other income 406 ( 20 ) (h) ( 119 ) (c) 267 Total other income (expense), net ( 339,737 ) 337,949 ( 1,788 ) INCOME (LOSS) BEFORE INCOME TAX ( 340,169 ) ( 230 ) ( 340,399 ) Income tax provision (benefit) ( 482 ) 26 (j) ( 456 ) NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) ( 339,687 ) ( 256 ) ( 339,943 ) NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO HF FOODS GROUP INC. ( 339,884 ) ( 256 ) ( 340,140 ) 100 (In thousands) Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) (Unaudited) Three months ended June 30, 2020 As Previously Reported Adjustments As Restated Cost of revenue - third parties $ 80,707 $ ( 192 ) (d) $ 80,515 TOTAL COST OF REVENUE 83,947 ( 192 ) 83,755 GROSS PROFIT 20,613 192 20,805 Distribution, selling and administrative expenses 25,093 ( 146 ) (a) 192 (d) 98 (e) ( 20 ) (h) 25,217 INCOME (LOSS) FROM OPERATIONS ( 4,480 ) 68 ( 4,412 ) Interest expense ( 325 ) ( 102 ) (a) ( 427 ) Other income 265 ( 20 ) (h) 245 Total other income (expense), net ( 1,324 ) ( 122 ) ( 1,446 ) INCOME (LOSS) BEFORE INCOME TAX ( 5,804 ) ( 54 ) ( 5,858 ) Income tax provision (benefit) ( 1,489 ) 26 (j) ( 1,463 ) NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) ( 4,314 ) ( 80 ) ( 4,394 ) NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO HF FOODS GROUP INC. ( 4,059 ) ( 80 ) ( 4,139 ) (In thousands) Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) (Unaudited) Six months ended June 30, 2020 As Previously Reported Adjustments As Restated Cost of revenue - third parties $ 222,611 $ ( 454 ) (d) $ 222,157 TOTAL COST OF REVENUE 230,776 ( 454 ) 230,322 GROSS PROFIT 49,588 454 50,042 Distribution, selling and administrative expenses 54,500 ( 236 ) (a) 454 (d) 196 (e) ( 40 ) (h) 54,874 Goodwill impairment loss — 338,191 (g) 338,191 INCOME (LOSS) FROM OPERATIONS ( 4,912 ) ( 338,111 ) ( 343,023 ) Interest expense ( 2,277 ) ( 205 ) (a) ( 2,482 ) Goodwill impairment loss ( 338,191 ) 338,191 (g) — Other income 670 ( 40 ) (h) 630 Total other income (expense), net ( 341,061 ) 337,946 ( 3,115 ) INCOME (LOSS) BEFORE INCOME TAX ( 345,974 ) ( 165 ) ( 346,139 ) Income tax provision (benefit) ( 1,972 ) 52 (j) ( 1,920 ) NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) ( 344,002 ) ( 217 ) ( 344,219 ) NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO HF FOODS GROUP INC. ( 343,944 ) ( 217 ) ( 344,161 ) 101 (In thousands) Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) (Unaudited) Three months ended September 30, 2020 As Previously Reported Adjustments As Restated Distribution, selling and administrative expenses $ 25,050 $ ( 135 ) (a) 98 (e) ( 4 ) (h) $ 25,009 INCOME (LOSS) FROM OPERATIONS 113 41 154 Interest expense ( 841 ) ( 99 ) (a) ( 940 ) Other income 270 ( 4 ) (h) 266 Total other income (expense), net ( 591 ) ( 103 ) ( 694 ) INCOME (LOSS) BEFORE INCOME TAX ( 478 ) ( 62 ) ( 540 ) Income tax provision (benefit) ( 81 ) 26 (j) ( 55 ) NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) ( 397 ) ( 88 ) ( 485 ) NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO HF FOODS GROUP INC. ( 624 ) ( 88 ) ( 712 ) (In thousands, except per share data) Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) (Unaudited) Nine months ended September 30, 2020 As Previously Reported Adjustments As Restated Cost of revenue - third parties $ 335,147 $ ( 454 ) (d) $ 334,693 TOTAL COST OF REVENUE 345,531 ( 454 ) 345,077 GROSS PROFIT 74,751 454 75,205 Distribution, selling and administrative expenses 79,550 ( 371 ) (a) 454 (d) 294 (e) ( 44 ) (h) 79,883 Goodwill impairment loss — 338,191 (g) 338,191 INCOME (LOSS) FROM OPERATIONS ( 4,799 ) ( 338,070 ) ( 342,869 ) Interest expense ( 3,118 ) ( 304 ) (a) ( 3,422 ) Goodwill impairment loss ( 338,191 ) 338,191 (g) — Other income 940 ( 44 ) (h) 896 Total other income (expense), net ( 341,653 ) 337,843 ( 3,810 ) INCOME (LOSS) BEFORE INCOME TAX ( 346,450 ) ( 227 ) ( 346,677 ) Income tax provision (benefit) ( 2,053 ) 78 (j) ( 1,975 ) NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) ( 344,399 ) ( 305 ) ( 344,704 ) NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO HF FOODS GROUP INC. ( 344,568 ) ( 305 ) ( 344,873 ) EARNINGS (LOSS) PER COMMON SHARE - BASIC $ ( 6.61 ) $ ( 0.01 ) $ ( 6.62 ) EARNINGS (LOSS) PER COMMON SHARE - DILUTED $ ( 6.61 ) $ ( 0.01 ) $ ( 6.62 ) 102 (In thousands) Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) (Unaudited) Three months ended March 31, 2019 As Previously Reported Adjustments As Restated Cost of revenue - third parties $ 57,725 $ ( 242 ) (d) $ 57,483 TOTAL COST OF REVENUE 62,094 ( 242 ) 61,852 GROSS PROFIT 12,707 242 12,949 Distribution, selling and administrative expenses 10,365 493 (a) 242 (d) ( 40 ) (h) 11,060 INCOME (LOSS) FROM OPERATIONS 2,342 ( 453 ) 1,889 Interest expenses ( 337 ) ( 1 ) (a) ( 338 ) Other income 285 ( 40 ) (h) 245 Total other income (expense), net 100 ( 41 ) 59 INCOME (LOSS) BEFORE INCOME TAX 2,442 ( 494 ) 1,948 Income tax provision (benefit) 648 61 (j) 709 NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) 1,794 ( 555 ) 1,239 NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO HF FOODS GROUP INC. 1,673 ( 555 ) 1,118 EARNINGS (LOSS) PER COMMON SHARE - BASIC 0.08 ( 0.03 ) 0.05 EARNINGS (LOSS) PER COMMON SHARE - DILUTED 0.08 ( 0.03 ) 0.05 (In thousands) Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) (Unaudited) Three months ended June 30, 2019 As Previously Reported Adjustments As Restated Cost of revenue - third parties $ 58,310 $ ( 291 ) (d) $ 58,019 TOTAL COST OF REVENUE 62,206 ( 291 ) 61,915 GROSS PROFIT 12,512 291 12,803 Distribution, selling and administrative expenses 11,094 ( 74 ) (a) 291 (d) ( 1 ) (h) 11,310 INCOME (LOSS) FROM OPERATIONS 1,418 75 1,493 Interest expenses ( 388 ) ( 5 ) (a) ( 393 ) Other income 339 ( 1 ) (h) 338 Total other income (expense), net 104 ( 6 ) 98 INCOME (LOSS) BEFORE INCOME TAX 1,522 69 1,591 Income tax provision (benefit) 461 61 (j) 522 NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) 1,061 8 1,069 NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO HF FOODS GROUP INC. 1,023 8 1,031 103 (In thousands) Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) (Unaudited) Six months ended June 30, 2019 As Previously Reported Adjustments As Restated Cost of revenue - third parties $ 116,036 $ ( 533 ) (d) $ 115,503 TOTAL COST OF REVENUE 124,300 ( 533 ) 123,767 GROSS PROFIT 25,219 533 25,752 Distribution, selling and administrative expenses 21,459 419 (a) 533 (d) ( 41 ) (h) 22,370 INCOME (LOSS) FROM OPERATIONS 3,760 ( 378 ) 3,382 Interest expenses ( 725 ) ( 6 ) (a) ( 731 ) Other income 624 ( 41 ) (h) 583 Total other income (expense), net 203 ( 47 ) 156 INCOME (LOSS) BEFORE INCOME TAX 3,963 ( 425 ) 3,538 Income tax provision (benefit) 1,108 122 (j) 1,230 NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) 2,855 ( 547 ) 2,308 NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO HF FOODS GROUP INC. 2,696 ( 547 ) 2,149 EARNINGS (LOSS) PER COMMON SHARE - BASIC 0.12 ( 0.02 ) 0.10 EARNINGS (LOSS) PER COMMON SHARE - DILUTED 0.12 ( 0.02 ) 0.10 (In thousands) Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) (Unaudited) Three months ended September 30, 2019 As Previously Reported Adjustments As Restated Cost of revenue - third parties $ 58,598 $ ( 253 ) (d) $ 58,345 TOTAL COST OF REVENUE 63,506 ( 253 ) 63,253 GROSS PROFIT 12,193 253 12,446 Distribution, selling and administrative expenses 9,970 ( 106 ) (a) 253 (d) ( 28 ) (h) 10,089 INCOME (LOSS) FROM OPERATIONS 2,223 134 2,357 Interest expenses ( 482 ) ( 7 ) (a) ( 489 ) Other income 282 ( 28 ) (h) 254 Total other income (expense), net ( 86 ) ( 35 ) ( 121 ) INCOME (LOSS) BEFORE INCOME TAX 2,137 99 2,236 Income tax provision (benefit) 607 61 (j) 668 NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) 1,529 39 1,568 NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO HF FOODS GROUP INC. 1,348 39 1,387 104 (In thousands) Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) (Unaudited) Nine months ended September 30, 2019 As Previously Reported Adjustments As Restated Cost of revenue - third parties $ 174,634 $ ( 786 ) (d) $ 173,848 TOTAL COST OF REVENUE 187,807 ( 786 ) 187,021 GROSS PROFIT 37,412 786 38,198 Distribution, selling and administrative expenses 31,429 313 (a) 786 (d) ( 69 ) (h) 32,459 INCOME (LOSS) FROM OPERATIONS 5,983 ( 244 ) 5,739 Interest expenses ( 1,206 ) ( 13 ) (a) ( 1,219 ) Other income 905 ( 69 ) (h) 836 Total other income (expense), net 118 ( 82 ) 36 INCOME (LOSS) BEFORE INCOME TAX 6,101 ( 326 ) 5,775 Income tax provision (benefit) 1,716 183 (j) 1,899 NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) 4,385 ( 509 ) 3,876 NET INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO HF FOODS GROUP INC. 4,045 ( 509 ) 3,536 EARNINGS (LOSS) PER COMMON SHARE - BASIC 0.18 ( 0.02 ) 0.16 EARNINGS (LOSS) PER COMMON SHARE - DILUTED 0.18 ( 0.02 ) 0.16 105 The following tables summarize the effect of the restatements on each affected financial statement line item for the periods ended as indicated, impacting the condensed consolidated statements of cash flows. Restated amounts are computed independently each quarter; therefore, the sum of the quarterly amounts may not equal the total amount for the respective year due to rounding. (In thousands) Condensed Consolidated Statement of Cash Flows (Unaudited) Three Months Ended March 31, 2021 As Previously Reported Adjustment As Restated Net cash provided by operating activities $ 10,568 $ 435 (a) $ 11,003 Net cash used in investing activities ( 440 ) — ( 440 ) Net cash used in financing activities ( 8,454 ) ( 435 ) (a) ( 8,889 ) (In thousands) Condensed Consolidated Statement of Cash Flows (Unaudited) Six Months Ended June 30, 2021 As Previously Reported Adjustment As Restated Net cash provided by operating activities $ 13,270 $ 889 (a) $ 14,159 Net cash used in investing activities ( 5,595 ) — ( 5,595 ) Net cash used in financing activities ( 3,831 ) ( 889 ) (a) ( 4,720 ) (In thousands) Condensed Consolidated Statement of Cash Flows (Unaudited) Nine Months Ended September 30, 2021 As Previously Reported Adjustment As Restated Net cash provided by operating activities $ 10,158 $ 1,175 (a) $ 11,333 Net cash used in investing activities ( 6,444 ) — ( 6,444 ) Net cash provided by financing activities 2,248 ( 1,175 ) (a) 1,073 (In thousands) Condensed Consolidated Statement of Cash Flows (Unaudited) Three Months Ended March 31, 2020 As Previously Reported Adjustment As Restated Net cash provided by operating activities $ 18,628 $ 315 (a) $ 18,943 Net cash used in investing activities ( 94,073 ) — ( 94,073 ) Net cash provided by financing activities 73,598 ( 315 ) (a) 73,283 (In thousands) Condensed Consolidated Statement of Cash Flows (Unaudited) Six Months Ended June 30, 2020 As Previously Reported Adjustment As Restated Net cash provided by operating activities $ 32,418 $ 756 (a) $ 33,174 Net cash used in investing activities ( 94,123 ) — ( 94,123 ) Net cash provided by financing activities 55,732 ( 756 ) (a) 54,976 (In thousands) Condensed Consolidated Statement of Cash Flows (Unaudited) Nine Months Ended September 30, 2020 As Previously Reported Adjustment As Restated Net cash provided by operating activities $ 44,311 $ 1,148 (a) $ 45,459 Net cash used in investing activities ( 94,254 ) — ( 94,254 ) Net cash provided by financing activities 44,585 ( 1,148 ) (a) 43,437 106 (In thousands) Condensed Consolidated Statement of Cash Flows (Unaudited) Three Months Ended March 31, 2019 As Previously Reported Adjustment As Restated Net cash provided by operating activities $ 2,521 $ ( 111 ) (a) $ 2,410 Net cash used in investing activities ( 1,380 ) — ( 1,380 ) Net cash provided by financing activities 267 111 (a) 378 (In thousands) Condensed Consolidated Statement of Cash Flows (Unaudited) Six Months Ended June 30, 2019 As Previously Reported Adjustment As Restated Net cash provided by operating activities $ 2,070 $ ( 103 ) (a) $ 1,967 Net cash used in investing activities ( 4,744 ) — ( 4,744 ) Net cash provided by financing activities 4,157 103 (a) 4,260 (In thousands) Condensed Consolidated Statement of Cash Flows (Unaudited) Nine Months Ended September 30, 2019 As Previously Reported Adjustment As Restated Net cash provided by operating activities $ 443 $ ( 92 ) (a) $ 351 Net cash used in investing activities ( 4,799 ) — ( 4,799 ) Net cash provided by financing activities 5,670 92 (a) 5,762 107 The following tables summarize the effect of the restatements on each affected financial statement line item for the periods ended as indicated, impacting the consolidated statements of changes in shareholders' equity. Restated amounts are computed independently each quarter; therefore, the sum of the quarterly amounts may not equal the total amount for the respective year due to rounding. Common Stock Additional Paid-in Capital Accumulated Deficit Total Shareholders’ Equity Attributable to HF Foods Group Inc. Noncontrolling Interests Total Shareholders’ Equity (In thousands, except share data) Number of Shares Amount As Previously Reported Balance at January 1, 2021 51,913,411 $ 5 $ 587,579 $ ( 327,150 ) $ 260,434 $ 4,367 $ 264,801 Net income — — — 1,523 1,523 300 1,823 Distribution to shareholders — — — — — ( 73 ) ( 73 ) Balance at March 31, 2021 51,913,411 5 587,579 ( 325,627 ) 261,957 4,594 266,551 Restatement Impacts Balance at January 1, 2021 — — — ( 1,279 ) ( 1,279 ) — ( 1,279 ) Net (loss) income — — — ( 165 ) ( 165 ) — ( 165 ) Distribution to shareholders — — — — — — — Balance at March 31, 2021 — — — ( 1,444 ) ( 1,444 ) — ( 1,444 ) As Restated Balance at January 1, 2021 (as restated) 51,913,411 5 587,579 ( 328,429 ) 259,155 4,367 263,522 Net income (as restated) — — — 1,358 1,358 300 1,658 Distribution to shareholders — — — — — ( 73 ) ( 73 ) Balance at March 31, 2021 (as restated) 51,913,411 $ 5 $ 587,579 $ ( 327,071 ) $ 260,513 $ 4,594 $ 265,107 108 Common Stock Additional Paid-in Capital Accumulated Deficit Total Shareholders’ Equity Attributable to HF Foods Group Inc. Noncontrolling Interests Total Shareholders’ Equity (In thousands, except share data) Number of Shares Amount As Previously Reported Balance at March 31, 2021 51,913,411 $ 5 $ 587,579 $ ( 325,627 ) $ 261,957 $ 4,594 $ 266,551 Net (loss) income — — — 3,596 3,596 ( 91 ) 3,505 Acquisition of noncontrolling interest — — ( 3,856 ) — ( 3,856 ) ( 1,144 ) ( 5,000 ) Distribution to shareholders — — — — — ( 77 ) ( 77 ) Balance at June 30, 2021 51,913,411 5 583,723 ( 322,031 ) 261,697 3,282 264,979 Restatement Impacts Balance at March 31, 2021 — — — ( 1,444 ) ( 1,444 ) — ( 1,444 ) Net (loss) income — — — ( 189 ) ( 189 ) — ( 189 ) Acquisition of noncontrolling interest — — — — — — — Distribution to shareholders — — — — — — — Balance at June 30, 2021 — — — ( 1,633 ) ( 1,633 ) — ( 1,633 ) As Restated Balance at March 31, 2021 (as restated) 51,913,411 5 587,579 ( 327,071 ) 260,513 4,594 265,107 Net (loss) income (as restated) — — — 3,407 3,407 ( 91 ) 3,316 Acquisition of noncontrolling interest — — ( 3,856 ) — ( 3,856 ) ( 1,144 ) ( 5,000 ) Distribution to shareholders — — — — — ( 77 ) ( 77 ) Balance at June 30, 2021 (as restated) 51,913,411 $ 5 $ 583,723 $ ( 323,664 ) $ 260,064 $ 3,282 $ 263,346 109 Common Stock Additional Paid-in Capital Accumulated Deficit Total Shareholders’ Equity Attributable to HF Foods Group Inc. Noncontrolling Interests Total Shareholders’ Equity (In thousands, except share data) Number of Shares Amount As Previously Reported Balance at June 30, 2021 51,913,411 $ 5 $ 583,723 $ ( 322,031 ) $ 261,697 $ 3,282 $ 264,979 Net income — — — 7,852 7,852 357 8,209 Distribution to shareholders — — — — — ( 62 ) ( 62 ) Stock-based compensation — — 206 — 206 — 206 Balance at September 30, 2021 51,913,411 5 583,929 ( 314,179 ) 269,755 3,577 273,332 Restatement Impacts Balance at June 30, 2021 — — — ( 1,633 ) ( 1,633 ) — ( 1,633 ) Net (loss) income — — — ( 298 ) ( 298 ) — ( 298 ) Distribution to shareholders — — — — — 180 180 Stock-based compensation — — 169 — 169 — 169 Balance at September 30, 2021 — — 169 ( 1,931 ) ( 1,762 ) 180 ( 1,582 ) As Restated Balance at June 30, 2021 (as restated) 51,913,411 5 583,723 ( 323,664 ) 260,064 3,282 263,346 Net income (as restated) — — — 7,554 7,554 357 7,911 Distribution to shareholders — — — — — 118 118 Stock-based compensation — — 375 — 375 — 375 Balance at September 30, 2021 (as restated) 51,913,411 $ 5 $ 584,098 $ ( 316,110 ) $ 267,993 $ 3,757 $ 271,750 110 Common Stock Treasury Stock Additional Paid-in Capital Accumulated Deficit Total Shareholders’ Equity Attributable to HF Foods Group Inc. Noncontrolling Interests Total Shareholders’ Equity (In thousands, except share data) Number of Shares Amount Number of Shares Amount As Previously Reported Balance at January 1, 2020 53,050,211 $ 5 ( 905,115 ) $ ( 12,038 ) $ 599,617 $ 15,824 $ 603,408 $ 4,249 $ 607,657 Net (loss) income — — — — — ( 339,884 ) ( 339,884 ) 197 ( 339,687 ) Distribution to shareholders — — — — — — — ( 125 ) ( 125 ) Balance at March 31, 2020 53,050,211 5 ( 905,115 ) ( 12,038 ) 599,617 ( 324,060 ) 263,524 4,321 267,845 Restatement Impacts Balance at January 1, 2020 — — — — — ( 741 ) ( 741 ) — ( 741 ) Net income (loss) — — — — — ( 256 ) ( 256 ) — ( 256 ) Distribution to shareholders — — — — — — — — — Balance at March 31, 2020 — — — — — — ( 997 ) ( 997 ) — ( 997 ) As Restated Balance at January 1, 2020 (as restated) 53,050,211 5 ( 905,115 ) ( 12,038 ) 599,617 15,083 602,667 4,249 606,916 Net (loss) income — — — — — ( 340,140 ) ( 340,140 ) 197 ( 339,943 ) Distribution to shareholders — — — — — — — ( 125 ) ( 125 ) Balance at March 31, 2020 (as restated) 53,050,211 $ 5 ( 905,115 ) — $ ( 12,038 ) — $ 599,617 $ ( 325,057 ) $ 262,527 $ 4,321 $ 266,848 111 Common Stock Treasury Stock Additional Paid-in Capital Accumulated Deficit Total Shareholders’ Equity Attributable to HF Foods Group Inc. Noncontrolling Interests Total Shareholders’ Equity (In thousands, except share data) Number of Shares Amount Number of Shares Amount As Previously Reported Balance at March 31, 2020 53,050,211 $ 5 ( 905,115 ) $ ( 12,038 ) $ 599,617 $ ( 324,060 ) $ 263,524 $ 4,321 $ 267,845 Net loss — — — — — ( 4,059 ) ( 4,059 ) ( 255 ) ( 4,314 ) Distribution to shareholders — — — — — — — — — Balance at June 30, 2020 53,050,211 5 ( 905,115 ) ( 12,038 ) 599,617 ( 328,119 ) 259,465 4,066 263,531 Restatement Impacts Balance at March 31, 2020 — — — — — ( 997 ) ( 997 ) — ( 997 ) Net (loss) income — — — — — ( 80 ) ( 80 ) — ( 80 ) Distribution to shareholders — — — — — — — — — Balance at June 30, 2020 — — — — — ( 1,077 ) ( 1,077 ) — ( 1,077 ) As Restated Balance at March 31, 2020 (as restated) 53,050,211 5 ( 905,115 ) ( 12,038 ) 599,617 ( 325,057 ) 262,527 4,321 266,848 Net loss (as restated) — — — — — ( 4,139 ) ( 4,139 ) ( 255 ) ( 4,394 ) Distribution to shareholders — — — — — — — — — Balance at June 30, 2020 (as restated) 53,050,211 $ 5 ( 905,115 ) $ ( 12,038 ) $ 599,617 $ ( 329,196 ) $ 258,388 $ 4,066 $ 262,454 112 Common Stock Treasury Stock Additional Paid-in Capital Accumulated Deficit Total Shareholders’ Equity Attributable to HF Foods Group Inc. Noncontrolling Interests Total Shareholders’ Equity (In thousands, except share data) Number of Shares Amount Number of Shares Amount As Previously Reported Balance at June 30, 2020 53,050,211 $ 5 ( 905,115 ) $ ( 12,038 ) $ 599,617 $ ( 328,119 ) $ 259,465 $ 4,066 $ 263,531 Net (loss) income — — — — — ( 624 ) ( 624 ) 227 ( 397 ) Distribution to shareholders — — — — — — — — — Balance at September 30, 2020 53,050,211 5 ( 905,115 ) ( 12,038 ) 599,617 ( 328,743 ) 258,841 4,293 263,134 Restatement Impacts Balance at June 30, 2020 — — — — — ( 1,077 ) ( 1,077 ) — ( 1,077 ) Net (loss) income — — — — — ( 88 ) ( 88 ) — ( 88 ) Distribution to shareholders — — — — — — — — — Balance at September 30, 2020 — — — — — ( 1,165 ) ( 1,165 ) — ( 1,165 ) As Restated Balance at June 30, 2020 (as restated) 53,050,211 5 ( 905,115 ) ( 12,038 ) 599,617 ( 329,196 ) 258,388 4,066 262,454 Net (loss) income — — — — — ( 712 ) ( 712 ) 227 ( 485 ) Distribution to shareholders — — — — — — — — — Balance at September 30, 2020 (as restated) 53,050,211 $ 5 ( 905,115 ) $ ( 12,038 ) $ 599,617 $ ( 329,908 ) $ 257,676 $ 4,293 $ 261,969 113 Common Stock Additional Paid-in Capital Accumulated Deficit Total Shareholders’ Equity Attributable to HF Foods Group Inc. Noncontrolling Interests Total Shareholders’ Equity (In thousands, except share data) Number of Shares Amount As Previously Reported Balance at January 1, 2019 22,167,486 $ 2 $ 22,921 $ 10,434 $ 33,357 $ 1,104 $ 34,461 Net income — — — 1,673 1,673 121 1,794 Distribution to shareholders — — — — — — — Balance at March 31, 2019 22,167,486 2 22,921 12,107 35,030 1,225 36,255 Restatement Impacts Balance at January 1, 2019 — — — ( 325 ) ( 325 ) — ( 325 ) Net (loss) income — — — ( 555 ) ( 555 ) — ( 555 ) Distribution to shareholders — — — — — — — Balance at March 31, 2019 — — — ( 880 ) ( 880 ) — ( 880 ) As Restated Balance at January 1, 2019 (as restated) 22,167,486 2 22,921 10,109 33,032 1,104 34,136 Net income — — — 1,118 1,118 121 1,239 Distribution to shareholders — — — — — — — Balance at March 31, 2019 (as restated) 22,167,486 $ 2 $ 22,921 $ 11,227 $ 34,150 $ 1,225 $ 35,375 114 Common Stock Additional Paid-in Capital Accumulated Deficit Total Shareholders’ Equity Attributable to HF Foods Group Inc. Noncontrolling Interests Total Shareholders’ Equity (In thousands, except share data) Number of Shares Amount As Previously Reported Balance at March 31, 2019 22,167,486 $ 2 $ 22,921 $ 12,107 $ 35,030 $ 1,225 $ 36,255 Net income — — — 1,023 1,023 38 1,061 Distribution to shareholders — — — — — ( 90 ) ( 90 ) Balance at June 30, 2019 22,167,486 2 22,921 13,130 36,053 1,173 37,226 Restatement Impacts Balance at March 31, 2019 — — — ( 880 ) ( 880 ) — ( 880 ) Net (loss) income — — — 8 8 — 8 Distribution to shareholders — — — — — — — Balance at June 30, 2019 — — — ( 872 ) ( 872 ) — ( 872 ) As Restated Balance at March 31, 2019 (as restated) 22,167,486 2 22,921 11,227 34,150 1,225 35,375 Net income — — — 1,031 1,031 38 1,069 Distribution to shareholders — — — — — ( 90 ) ( 90 ) Balance at June 30, 2019 (as restated) 22,167,486 $ 2 $ 22,921 $ 12,258 $ 35,181 $ 1,173 $ 36,354 115 Common Stock Treasury Stock Additional Paid-in Capital Accumulated Deficit Total Shareholders’ Equity Attributable to HF Foods Group Inc. Noncontrolling Interests Total Shareholders’ Equity (In thousands, except share data) Number of Shares Amount Number of Shares Amount As Previously Reported Balance at June 30, 2019 22,167,486 $ 2 — $ — $ 22,921 $ 13,130 $ 36,053 $ 1,173 $ 37,226 Net income — — — — — 1,348 1,348 181 1,529 Exercise of stock options 182,725 — — — — — — — — Treasury stock — — ( 905,115 ) ( 12,038 ) ( 12,038 ) — ( 24,076 ) — ( 24,076 ) Distribution to shareholders — — — — — — — ( 90 ) ( 90 ) Balance at September 30, 2019 22,350,211 2 ( 905,115 ) ( 12,038 ) 10,883 14,478 13,325 1,264 14,589 Restatement Impacts Balance at June 30, 2019 — — — — — ( 872 ) ( 872 ) — ( 872 ) Net (loss) income — — — — — 39 39 — 39 Exercise of stock options — — — — — — — — — Treasury stock — — — — — — — — — Distribution to shareholders — — — — — — — — — Balance at September 30, 2019 — — — — — ( 833 ) ( 833 ) — ( 833 ) As Restated Balance at June 30, 2019 (as restated) 22,167,486 2 — — 22,921 12,258 35,181 1,173 36,354 Net income — — — — — 1,387 1,387 181 1,568 Exercise of stock options 182,725 — — — — — — — — Treasury stock — — ( 905,115 ) ( 12,038 ) ( 12,038 ) — ( 24,076 ) — ( 24,076 ) Distribution to shareholders — — — — — — — ( 90 ) ( 90 ) Balance at September 30, 2019 (as restated) 22,350,211 $ 2 ( 905,115 ) — $ ( 12,038 ) — $ 10,883 $ 13,645 $ 12,492 $ 1,264 $ 13,756 116 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None.