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0001680873false00016808732025-08-112025-08-11

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 11, 2025

HF FOODS GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 
State or other Jurisdiction of
    incorporation )  
001-38180
(Commission
File No.)
81-2717873
(IRS Employer
Identification No)
6325 South Rainbow Boulevard, Suite 420
Las Vegas, Nevada
(Address of principal executive offices)
 
89118
(Zip Code)

Registrant’s telephone number, including area code: (888)-905-0998

Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, $0.0001 par value HFFG
Nasdaq Capital Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     ☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐







Item 2.02.    Results of Operations and Financial Condition.

On August 11, 2025, HF Foods Group Inc. (the “Company”) announced its financial results for the fiscal quarter ended June 30, 2025 in a press release. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”).

In accordance with General Instruction B.2 of Form 8-K, the information furnished under Item 2.02 of this Current Report (including Exhibit 99.1) is deemed to be “furnished” and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits

Exhibit No.
Description of Exhibits
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HF FOODS GROUP INC.
Date: August 11, 2025 /s/ Cindy Yao
Cindy Yao
Chief Financial Officer

EX-99.1 2 exhibit991earningspressrel.htm EX-99.1 Document
Exhibit 99.1

hflogo.jpg


HF Foods Reports Second Quarter 2025 Financial Results
Reports Quarterly Record Net Revenue and Gross Profit
Las Vegas, NV – August 11, 2025 – HF Foods Group Inc. (NASDAQ: HFFG) (“HF Foods” or the “Company”), a leading distributor of international foodservice solutions to Asian restaurants and other businesses across the United States, reported its unaudited financial results for the quarter ended June 30, 2025.
Second Quarter 2025 Financial Results
•Net revenue increased 4.1% to $314.9 million compared to $302.3 million in the prior year period.
•Gross profit increased 5.1% to $55.1 million compared to $52.5 million in the prior year period. Gross profit margin increased 13 basis points to 17.5% compared to the prior year period.
•Net income increased 117.0% to $0.5 million compared to net income of $0.2 million in the prior year period.
•Adjusted EBITDA increased 31.1% to $13.8 million compared to $10.6 million in the prior year period.
•GAAP diluted EPS increased to $0.02 compared to $0.00 in the prior year period. Non-GAAP diluted EPS increased to $0.12 compared to $0.04 in the prior year period.
Management Commentary
“We are pleased to report record net revenue and gross profit for HF Foods in the second quarter,” said Felix Lin, President and Chief Executive Officer of HF Foods. “Our results demonstrate the continued momentum of our transformation initiatives and our disciplined execution against our strategic priorities, even amid a dynamic and uncertain macro environment. The successful completion of our ERP implementation across our entire network has established a unified platform that will drive breakthrough levels of efficiency and unlock the full potential of our operations. We remain confident in our long-term strategy and are actively evaluating attractive M&A opportunities as we are focused on expanding our geographic footprint and enhancing our product capabilities. Through our strategic investments, operational excellence, and market leadership in the Asian specialty distribution landscape, we believe HF Foods is positioned to drive sustained growth and create long-term value for our shareholders.”
Second Quarter 2025 Results
Net revenue was $314.9 million for the second quarter of 2025 compared to $302.3 million in the prior year period, an increase of $12.5 million, or 4.1%. The increase was primarily attributable to volume increases and improved pricing in Meat & Poultry and Seafood.
Gross profit was $55.1 million for the three months ended June 30, 2025, compared to $52.5 million in the prior year period, an increase of $2.7 million, or 5.1%. The increase was primarily attributable to an increase in volume and improved pricing in Meat & Poultry and Seafood during the quarter.




Gross profit margin increased to 17.5% compared to 17.4% in the same period in 2024.
Distribution, selling and administrative expenses increased by $1.2 million, or 2.4%, for the three months ended June 30, 2025. Distribution, selling and administrative expenses as a percentage of net revenue decreased from 16.5% in the prior year to 16.2% for the three months ended June 30, 2025, primarily due to increased net revenue and lower professional fees, partially offset by increased payroll, rental and other expenses.
Net income increased 117.0% to $0.5 million for the three months ended June 30, 2025, compared to net income of $0.2 million for the three months ended June 30, 2024. The improvement was primarily driven by an increase in income from operations of $1.5 million compared to the prior year period; however, the prior year’s results included a one-time gain from lease guarantee income offset by an SEC settlement, which did not recur in the current year, thereby partially offsetting the year-over-year improvement.
Adjusted EBITDA increased 31.1% to $13.8 million compared to $10.6 million in the prior year, which was due to various items noted in the Adjusted EBITDA table below.    
Cash Flow and Liquidity
Cash provided by operating activities was $10.5 million for the six months ended June 30, 2025, compared to cash provided by operating activities of $1.9 million in the prior year period. Net cash provided by operating activities increased by $8.5 million primarily due to an increase in non-cash expense add-backs. As of June 30, 2025, the Company had cash of $15.7 million, checks issued not presented for payment of $7.0 million and access to approximately $57.8 million in additional funds through the $125.0 million line of credit, subject to a borrowing base calculation. The Company has funded working capital and other capital requirements primarily by cash flow from operations and bank loans. Cash is required to pay purchase costs for inventory, salaries, fuel and trucking expenses, selling expenses, rental expenses, income taxes, other operating expenses and to service debts.
Earnings Call and Webcast
HF Foods’ management team will host a live conference call to discuss its financial results today at 1:30 p.m. PT (4:30 p.m. ET). The link to the webcast will be available on the “Events” section of the Company’s Investor Relations website at https://investors.hffoodsgroup.com. Those interested in participating in the live call can dial 1-877-407-0752 or 1-201-389-0912. The webcast will be archived and available for replay.
About HF Foods Group Inc.
HF Foods Group Inc. is a leading marketer and distributor of fresh produce, frozen and dry food, and non-food products to primarily Asian restaurants and other foodservice customers throughout the United States. HF Foods aims to supply the increasing demand for Asian American restaurant cuisine, leveraging its nationwide network of distribution centers and its strong relations with growers and suppliers of fresh, high-quality specialty restaurant food products and supplies in the US and Asia. Headquartered in Las Vegas, Nevada, HF Foods trades on Nasdaq under the symbol “HFFG”. For more information, please visit www.hffoodsgroup.com.
Investor Relations Contact:
ICR
Investors: Anna Kate Heller
Media: Michael Wolfe
hffoodsgroup@icrinc.com




Forward-Looking Statements
All statements in this news release other than statements of historical facts are, or may be deemed to be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and contain our current expectations about our future results. We have attempted to identify any forward-looking statements by using words such as “aims,” “continues,” “expects,” “plans,” “will,” and other similar expressions. Although we believe that the expectations reflected in all of our forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Such statements are not guarantees of future performance or events and are subject to known and unknown risks and uncertainties that could cause the Company’s actual results, events or financial positions to differ materially from those included within or implied by such forward-looking statements. Such factors include, but are not limited to, risks relating to our ability to consummate our operational transformation plan as anticipated, risks relating to the impact of our operational plan on our sales and efficiencies, risks relating to the impact of demographic trends on demand for the products we distribute, risks related to potential increases in tariff-related costs, statements of assumption underlying any of the foregoing, and other factors including those disclosed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 and other filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. Except as required by law, we undertake no obligation to disclose any revision to these forward-looking statements.
Non-GAAP Financial Measures
Discussion of our financial results includes certain non-GAAP financial measures, including EBITDA, Adjusted EBITDA, non-GAAP net income (loss) attributable to HF Foods Group Inc. and non-GAAP EPS (“earnings per share”), that we believe provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial performance with other companies in the same industry, many of which present similar non-GAAP financial measures to investors. The definitions of EBITDA, Adjusted EBITDA, non-GAAP net income (loss) attributable to HF Foods Group Inc. and non-GAAP EPS may not be the same as similarly titled measures used by other companies in the industry. EBITDA, Adjusted EBITDA, non-GAAP net income (loss) attributable to HF Foods Group Inc. and non-GAAP EPS are not defined under GAAP and are subject to important limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of our financial results as reported under GAAP.
We use non-GAAP financial measures to supplement our GAAP financial results. Management uses EBITDA, defined as net income (loss) before interest expense, interest income, income taxes, and depreciation and amortization to measure operating performance. In addition, management uses Adjusted EBITDA, defined as net income (loss) before interest expense, interest income, income taxes, and depreciation and amortization, further adjusted to exclude certain unusual, non-cash, or non-recurring expenses. We believe that Adjusted EBITDA is less susceptible to variances in actual performance resulting from non-recurring expenses, and other non-cash charges, provides useful information for our investors and is more reflective of other factors that affect our operating performance.
We believe non-GAAP net income (loss) attributable to HF Foods Group Inc. and non-GAAP EPS are useful measures of operating performance because these measures exclude certain items not reflective of our core operating performance. Non-GAAP net income (loss) attributable to HF Foods Group Inc. is defined as net income (loss) attributable to HF Foods Group Inc. adjusted for amortization of intangibles, change in fair value of interest rate swaps, stock based compensation, transaction related costs, transformational project costs and certain unusual, non-cash, or non-recurring expenses. We believe that non-GAAP net income (loss) attributable to HF Foods Group Inc. and non-GAAP EPS facilitates period-over-period comparisons and provides additional clarity for investors to better evaluate our operating results. We present EBITDA, Adjusted EBITDA, non-GAAP net income (loss) attributable to HF Foods Group Inc. and non-GAAP EPS in order to provide supplemental information that we consider relevant for the readers of our consolidated financial statements included elsewhere in its reports filed with the SEC, including its most recent Annual Report on Form 10-K, and such information is not meant to replace or supersede U.S. GAAP measures. Reconciliations of the non-GAAP financial measures to their most comparable GAAP financial measures are included in the schedules attached to this press release.



HF FOODS GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)

June 30, 2025 December 31, 2024
ASSETS
CURRENT ASSETS:
Cash $ 15,650  $ 14,467 
Accounts receivable, net 52,492  54,346 
Inventories 127,240  97,783 
Prepaid expenses and other current assets 6,784  11,507 
TOTAL CURRENT ASSETS 202,166  178,103 
Property and equipment, net 158,011  149,572 
Operating lease right-of-use assets 27,998  13,944 
Long-term investments 2,239  2,350 
Customer relationships, net 131,332  136,615 
Trademarks, trade names and other intangibles, net 28,060  24,911 
Goodwill 38,815  38,815 
Other long-term assets 4,916  5,681 
TOTAL ASSETS $ 593,537  $ 549,991 
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Checks issued not presented for payment $ 6,989  $ 5,687 
Line of credit 60,815  57,483 
Accounts payable 68,251  50,644 
Current portion of long-term debt, net 5,410  5,410 
Current portion of obligations under finance leases 6,405  3,797 
Current portion of obligations under operating leases 4,253  4,177 
Accrued expenses and other liabilities 17,576  18,001 
TOTAL CURRENT LIABILITIES 169,699  145,199 
Long-term debt, net of current portion 100,614  103,324 
Obligations under finance leases, non-current 27,847  19,929 
Obligations under operating leases, non-current 24,856  10,125 
Deferred tax liabilities 27,425  29,392 
Other long-term liabilities 1,979  728 
TOTAL LIABILITIES 352,420  308,697 
Commitments and contingencies
SHAREHOLDERS’ EQUITY:
Preferred stock
—  — 
Common stock
Treasury stock (7,750) (7,750)
Additional paid-in capital 605,078  604,235 
Accumulated deficit (357,628) (357,199)
TOTAL SHAREHOLDERS’ EQUITY ATTRIBUTABLE TO HF FOODS GROUP INC. 239,705  239,291 
Noncontrolling interests 1,412  2,003 
TOTAL SHAREHOLDERS’ EQUITY 241,117  241,294 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 593,537  $ 549,991 




HF FOODS GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
(Unaudited)

Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Net revenue $ 314,853  $ 302,342  $ 613,281  $ 597,996 
Cost of revenue 259,721  249,877  507,190  495,120 
Gross profit 55,132  52,465  106,091  102,876 
Distribution, selling and administrative expenses 51,013  49,840  100,818  100,336 
Income from operations
4,119  2,625  5,273  2,540 
Other expenses (income):
Interest expense 2,817  3,119  5,426  5,953 
Other (income) expense, net
(414) 3,466  (591) 3,372 
Change in fair value of interest rate swap contracts 685  (361) 1,869  (2,331)
Lease guarantee income —  (5,433) —  (5,548)
Total other expenses, net
3,088  791  6,704  1,446 
Income (Loss) before income taxes
1,031  1,834  (1,431) 1,094 
Income tax expense (benefit)
521  1,599  (411) 1,418 
Net Income (Loss)
510  235  (1,020) (324)
Less: net (loss) income attributable to noncontrolling interests
(706) 218  (591) 353 
Net income (loss) attributable to HF Foods Group Inc.
$ 1,216  $ 17  $ (429) $ (677)
Earnings (Loss) per common share - basic
$ 0.02  $ —  $ (0.01) $ (0.01)
Earnings (Loss) per common share - diluted
$ 0.02  $ —  $ (0.01) $ (0.01)
Weighted average shares - basic 52,969,037  52,585,715  52,853,982  52,370,842 
Weighted average shares - diluted 53,414,715  52,661,119  52,853,982  52,370,842 




HF FOODS GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Six Months Ended June 30,
2025 2024
Cash flows from operating activities:
Net loss $ (1,020) $ (324)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization expense 14,019  13,266 
Provision (credit) for expected credit losses 618  (40)
Deferred tax benefit (1,967) (824)
Change in fair value of interest rate swap contracts 1,869  (2,331)
Stock-based compensation 999  1,260 
Non-cash lease expense 2,488  1,930 
Lease guarantee income —  (5,548)
Other non-cash (income) expense (330) 485 
Changes in operating assets and liabilities:
Accounts receivable 1,406  (3,303)
Accounts receivable - related parties (170) (240)
Inventories (29,457) (13,614)
Prepaid expenses and other current assets 4,723  1,149 
Other long-term assets 541  723 
Checks issued not presented for payment 1,302  1,958 
Accounts payable 17,419  10,880 
Accounts payable - related parties 188  254 
Operating lease liabilities (1,735) (2,007)
Accrued expenses and other liabilities (425) (1,733)
Net cash provided by operating activities 10,468  1,941 
Cash flows from investing activities:
Purchase of property and equipment (6,731) (6,331)
Proceeds from sale of property and equipment 139  — 
Net cash used in investing activities (6,592) (6,331)
Cash flows from financing activities:
Payments for tax withholding related to vested stock awards (156) (128)
Proceeds from line of credit 631,713  735,717 
Repayment of line of credit (628,237) (727,958)
Repayment of long-term debt (2,730) (2,768)
Payment of debt financing costs (213) — 
Repayment of obligations under finance leases (3,070) (1,737)
Net cash (used in) provide by financing activities (2,693) 3,126 
Net increase (decrease) in cash 1,183  (1,264)
Cash at beginning of the period 14,467  15,232 
Cash at end of the period $ 15,650  $ 13,968 





HF FOODS GROUP INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA
(In thousands)
(Unaudited)

Three Months Ended June 30,
2025 2024 Change
Net income
$ 510 $ 235 $ 275
Interest expense, net
2,775 3,119 (344)
Income tax expense
521 1,599 (1,078)
Depreciation and amortization 7,261 6,590 671
EBITDA 11,067 11,543 (476)
Lease guarantee income (5,433) 5,433
Change in fair value of interest rate swap contracts 685 (361) 1,046
Stock-based compensation expense 625 522 103
Business transformation costs (1)
629 130 499
SEC settlement 3,900 (3,900)
Other non-routine expense (2)
10 260 (250)
Executive transition and organizational redesign (3)
829 829
Adjusted EBITDA $ 13,845 $ 10,561 $ 3,284

Six Months Ended June 30,
2025 2024 Change
Net loss
$ (1,020) $ (324) $ (696)
Interest expense, net
5,384 5,953 (569)
Income tax (benefit) expense
(411) 1,418 (1,829)
Depreciation and amortization 14,019 13,266 753
EBITDA 17,972 20,313 (2,341)
Lease guarantee income (5,548) 5,548
Change in fair value of interest rate swap contracts 1,869 (2,331) 4,200
Stock-based compensation expense 999 1,260 (261)
Business transformation costs (1)
866 1,103 (237)
SEC settlement 3,900 (3,900)
Other non-routine expense (2)
110 566 (456)
Executive transition and organizational redesign (3)
1,802 1,802
Adjusted EBITDA $ 23,618 $ 19,263 $ 4,355

________________
(1)     Represents costs associated with the launch and continued implementation of strategic projects including supply chain management.
improvements and technology infrastructure initiatives.
(2)    Includes contested proxy and related legal and consulting costs and facility closure costs.
(3)    Includes severance and related expenses for the Company’s transition of executive officers and organizational redesign.




HF FOODS GROUP INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME (LOSS) ATTRIBUTABLE TO HF FOODS GROUP INC.
TO NON-GAAP NET INCOME AND NON-GAAP EPS ATTRIBUTABLE TO HF FOODS GROUP INC.
(In thousands, except per share amounts)
(Unaudited)

The following tables present our non-GAAP net income (loss) and non-GAAP EPS for the three and six months June 30, 2025 and 2024 respectively, as well as reconciliations of each measure to their nearest GAAP equivalents:

Three Months Ended June 30,
2025 2024 Change
Net income attributable to HF Foods Group Inc. $ 1,216 $ 17 $ 1,199
Amortization of intangibles and deferred financing costs 4,021 4,070 (49)
Lease guarantee income (5,433) 5,433
Change in fair value of interest rate swaps 685 (361) 1,046
Stock-based compensation expense 625 522 103
Business transformation costs (1)
629 130 499
SEC settlement 3,900 (3,900)
Other non-routine expense (2)
10 260 (250)
Executive transition and organizational redesign (3)
829 829
Aggregate adjustment for income taxes (4)
(1,632) (776) (856)
Non-GAAP net income attributable to HF Foods Group Inc. $ 6,383 $ 2,329 $ 4,054
GAAP diluted loss per common share attributable to HF Foods $ 0.02  $ —  $ 0.02
EPS difference (5)
0.10 0.04 0.06
Non-GAAP diluted earnings per common share attributable to HF Foods (5)
$ 0.12 $ 0.04 $ 0.08
Non-GAAP diluted weighted average number of shares (in thousands) (5)
53,415 52,661

Six Months Ended June 30,
2025 2024 Change
Net loss attributable to HF Foods Group Inc.
$ (429) $ (677) $ 248
Amortization of intangibles and deferred financing costs 7,890 8,140 (250)
Lease guarantee income (5,548) 5,548
Change in fair value of interest rate swaps 1,869 (2,331) 4,200
Stock-based compensation expense 999 1,260 (261)
Business transformation costs (1)
866 1,103 (237)
SEC settlement 3,900 (3,900)
Other non-routine expense (2)
110 566 (456)
Executive transition and organizational redesign (3)
1,802 1,802
Aggregate adjustment for income taxes (4)
(3,249) (1,781) (1,468)
Non-GAAP net income attributable to HF Foods Group Inc. $ 9,858 $ 4,632 $ 5,226
GAAP diluted earnings (loss) per common share attributable to HF Foods $ (0.01) $ (0.01) $
EPS difference (5)
0.20 0.10 0.10
Non-GAAP diluted earnings per common share attributable to HF Foods (5)
$ 0.19 $ 0.09 $ 0.10
Non-GAAP diluted weighted average number of shares (in thousands) (5)
53,245 52,961
________________
(1)     Represents costs associated with the launch and continued implementation of strategic projects including supply chain management improvements and technology infrastructure initiatives.



(2)    Includes contested proxy and related legal and consulting costs and facility closure costs.
(3)    Includes severance and related expenses for the Company’s transition of executive officers and organizational redesign.
(4)    Represents the adjustments to the tax provision values to a normalized annual effective tax rate on adjusted pretax earnings, excluding permanent items, using 24.0% for the second quarters of 2025 and 2024.
(5)    EPS difference and diluted non-GAAP earnings per share are calculated by dividing our non-GAAP net income attributable to HF Foods by our non-GAAP diluted weighted average number of shares.