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0001680873false00016808732025-11-102025-11-1000016808732025-08-112025-08-11

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): November 10, 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 November 10, 2025, HF Foods Group Inc. (the “Company”) announced its financial results for the fiscal quarter ended September 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: November 10, 2025
/s/ Paul McGarry
Paul McGarry
Interim Chief Financial Officer

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

hflogoa.jpg


HF Foods Reports Solid Third Quarter 2025 Financial Results

Net Revenue increased 2.9% to $307.0 million
GAAP Net Loss decreased 77.2% to $0.9 million
Adj. EBITDA up 42% to $11.7 million
Las Vegas, NV – November 10, 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, today announced results for the third quarter ended September 30, 2025.
Third Quarter 2025 Financial Results

(In thousands, except per share amounts)
Three Months Ended September 30, 2025 Change over Prior Year Nine Months Ended September 30, 2025 Change over Prior Year
GAAP Measures
Net revenue $ 306,978  $ 8,589  $ 920,259  $ 23,874 
Gross profit $ 50,409  $ 246  $ 156,500  $ 3,461 
Net loss $ (874) $ 2,963  $ (1,894) $ 2,267 
Loss per share $ (0.02) $ 0.05  $ (0.03) $ 0.06 
Non-GAAP Measures
Adjusted EBITDA $ 11,748  $ 3,443  $ 35,366  $ 7,798 
Adjusted net income(1)
$ 4,345  $ 2,135  $ 14,204  $ 6,366 
Adjusted earnings per share(1)
$ 0.08  $ 0.04  $ 0.27  $ 0.12 
________________
(1)     Adjusted net income and adjusted earnings per share are based on net income attributable to HF Foods Group Inc.
Management Commentary

“We delivered solid financial performance in the third quarter, demonstrating continued momentum from our transformation initiatives,” said Felix Lin, President and Chief Executive Officer of HF Foods. “Our results reflect strong operational discipline and effective implementation of our strategic priorities, even amid ongoing macro challenges. We remain confident in our long-term strategic plan, including evaluating attractive M&A opportunities to expand our geographical footprint. Through our market leadership in the Asian specialty distribution landscape and investments in infrastructure and technology, we believe HF Foods is positioned to drive sustained growth and create long-term value for our shareholders.”
Third Quarter 2025 Results
Net revenue was $307.0 million for the third quarter of 2025 compared to $298.4 million in the prior year period, an increase of $8.6 million, or 2.9%. The increase was primarily attributable to volume increases and improved pricing in Meat & Poultry and Seafood.
Gross profit was $50.4 million, a slight increase compared to $50.2 million in the prior year period. The increase was primarily attributable to an increase in volume and improved pricing during the quarter. Gross profit margin remained relatively consistent at 16.4% compared to 16.8% in the same period in 2024 due to an increased proportion of sales from lower margin products, particularly, Seafood.




Distribution, selling and administrative expenses decreased by $0.4 million, or 0.7%, for the three months ended September 30, 2025. Distribution, selling and administrative expenses as a percentage of net revenue decreased from 16.6% in the prior year to 16.1% for the three months ended September 30, 2025, primarily due to increased net revenue and lower personnel, professional and insurance costs, partially offset by increased rental, occupancy and other expenses.
Net loss decreased 77.2% to $0.9 million for the three months ended September 30, 2025, compared to net loss of $3.8 million for the three months ended September 30, 2024. The improvement was primarily driven by an increase in income from operations of $0.6 million and the increase in fair value of interest rate swap contracts of $3.2 million compared to the prior year period.
Adjusted EBITDA increased 41.5% to $11.7 million compared to $8.3 million in the prior year, which was due to various items noted in the Adjusted EBITDA table included in Appendix A of this earnings release.
Cash Flow and Liquidity
Cash provided by operating activities was $4.5 million for the nine months ended September 30, 2025, compared to cash provided by operating activities of $4.2 million in the prior year period. Net cash provided by operating activities increased by $0.3 million primarily due to an increase in non-cash expense add-backs offset by the timing of working capital outlays mainly for inventory purchases to counter potential tariff increases. As of September 30, 2025, the Company had cash of $12.3 million, checks issued not presented for payment of $2.1 million and access to approximately $49.8 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.




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

September 30, 2025 December 31, 2024
ASSETS
CURRENT ASSETS:
Cash $ 12,328  $ 14,467 
Accounts receivable, net 54,131  54,346 
Inventories 135,496  97,783 
Prepaid expenses and other current assets 6,416  11,507 
TOTAL CURRENT ASSETS 208,371  178,103 
Property and equipment, net 158,717  149,572 
Operating lease right-of-use assets 26,801  13,944 
Long-term investments 2,191  2,350 
Customer relationships, net 128,690  136,615 
Trademarks, trade names and other intangibles, net 26,750  24,911 
Goodwill 38,815  38,815 
Other long-term assets 4,748  5,681 
TOTAL ASSETS $ 595,083  $ 549,991 
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Checks issued not presented for payment $ 2,126  $ 5,687 
Line of credit 67,162  57,483 
Accounts payable 72,975  50,644 
Current portion of long-term debt, net 6,998  5,410 
Current portion of obligations under finance leases 6,463  3,797 
Current portion of obligations under operating leases 4,235  4,177 
Accrued expenses and other liabilities 15,094  18,001 
TOTAL CURRENT LIABILITIES 175,053  145,199 
Long-term debt, net of current portion 100,266  103,324 
Obligations under finance leases, non-current 26,856  19,929 
Obligations under operating leases, non-current 23,764  10,125 
Deferred tax liabilities 26,536  29,392 
Other long-term liabilities 1,746  728 
TOTAL LIABILITIES 354,221  308,697 
Commitments and contingencies
SHAREHOLDERS’ EQUITY:
Preferred stock
—  — 
Common stock
Treasury stock (7,750) (7,750)
Additional paid-in capital 605,697  604,235 
Accumulated deficit (358,744) (357,199)
TOTAL SHAREHOLDERS’ EQUITY ATTRIBUTABLE TO HF FOODS GROUP INC. 239,208  239,291 
Noncontrolling interests 1,654  2,003 
TOTAL SHAREHOLDERS’ EQUITY 240,862  241,294 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 595,083  $ 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 September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Net revenue $ 306,978  $ 298,389  $ 920,259  $ 896,385 
Cost of revenue 256,569  248,226  763,759  743,346 
Gross profit 50,409  50,163  156,500  153,039 
Distribution, selling and administrative expenses 49,289  49,652  150,107  149,988 
Income from operations 1,120  511  6,393  3,051 
Other expenses (income):
Interest expense 2,941  2,644  8,367  8,597 
Other (income) expense, net (234) (332) (825) 3,040 
Change in fair value of interest rate swap contracts 47  3,290  1,916  959 
Lease guarantee income —  —  —  (5,548)
Total other expenses, net 2,754  5,602  9,458  7,048 
Income (Loss) before income taxes (1,634) (5,091) (3,065) (3,997)
Income tax expense (benefit) (760) (1,254) (1,171) 164 
Net Income (Loss) (874) (3,837) (1,894) (4,161)
Less: net (loss) income attributable to noncontrolling interests 242  103  (349) 456 
Net income (loss) attributable to HF Foods Group Inc. $ (1,116) $ (3,940) $ (1,545) $ (4,617)
Earnings (Loss) per common share - basic $ (0.02) $ (0.07) $ (0.03) $ (0.09)
Earnings (Loss) per common share - diluted $ (0.02) $ (0.07) $ (0.03) $ (0.09)
Weighted average shares - basic 53,031,801  52,726,683  52,913,907  52,490,321 
Weighted average shares - diluted 53,031,801  52,726,683  52,913,907  52,490,321 




HF FOODS GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months Ended September 30,
2025 2024
Cash flows from operating activities:
Net loss $ (1,894) $ (4,161)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization expense 21,269  19,932 
Provision (credit) for expected credit losses (357) (40)
Deferred tax benefit (2,856) (1,175)
Change in fair value of interest rate swap contracts 1,916  959 
Stock-based compensation 1,618  1,961 
Non-cash lease expense 3,745  2,955 
Lease guarantee income —  (5,548)
Other non-cash (income) expense (548) 522 
Changes in operating assets and liabilities:
Accounts receivable 939  (4,105)
Accounts receivable - related parties (367) 23 
Inventories (37,713) (13,890)
Prepaid expenses and other current assets 5,091  133 
Other long-term assets 682  734 
Checks issued not presented for payment (3,561) 7,524 
Accounts payable 21,820  (658)
Accounts payable - related parties 511  (323)
Operating lease liabilities (2,905) (3,015)
Accrued expenses and other liabilities (2,907) 2,397 
Net cash provided by operating activities 4,483  4,225 
Cash flows from investing activities:
Purchase of property and equipment (10,014) (9,435)
Proceeds from sale of property and equipment 152  12 
Net cash used in investing activities (9,862) (9,423)
Cash flows from financing activities:
Payments for tax withholding related to vested stock awards (156) (173)
Proceeds from line of credit 1,033,577  1,120,318 
Repayment of line of credit (1,023,791) (1,112,012)
Proceeds from long-term debt 3,275  — 
Repayment of long-term debt (4,776) (4,125)
Payment of debt financing costs (213) — 
Repayment of obligations under finance leases (4,676) (2,597)
Net cash provide by financing activities 3,240  1,411 
Net decrease in cash (2,139) (3,787)
Cash at beginning of the period 14,467  15,232 
Cash at end of the period $ 12,328  $ 11,445 





Appendix A
Non-GAAP Financial Measures
Three and Nine Months Ended September 30, 2025 and 2024
(Unaudited)
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
RECONCILIATION OF NET LOSS TO EBITDA AND ADJUSTED EBITDA
(In thousands)
(Unaudited)

Three Months Ended September 30,
2025 2024 Change
Net loss $ (874) $ (3,837) $ 2,963
Interest expense, net 2,947 2,644 303
Income tax benefit (760) (1,254) 494
Depreciation and amortization 7,250 6,666 584
EBITDA 8,563 4,219 4,344
Change in fair value of interest rate swap contracts 47 3,290 (3,243)
Stock-based compensation expense 619 701 (82)
Business transformation costs(1)
1,592 77 1,515
Other non-routine expense(2)
339 18 321
Executive transition and organizational redesign(3)
588 588
Adjusted EBITDA $ 11,748 $ 8,305 $ 3,443

Nine Months Ended September 30,
2025 2024 Change
Net loss $ (1,894) $ (4,161) $ 2,267
Interest expense, net 8,331 8,597 (266)
Income tax (benefit) expense (1,171) 164 (1,335)
Depreciation and amortization 21,269 19,932 1,337
EBITDA 26,535 24,532 2,003
Lease guarantee income (5,548) 5,548
Change in fair value of interest rate swap contracts 1,916 959 957
Stock-based compensation expense 1,618 1,961 (343)
Business transformation costs(1)
2,458 1,180 1,278
SEC settlement 3,900 (3,900)
Other non-routine expense(2)
449 584 (135)
Executive transition and organizational redesign(3)
2,390 2,390
Adjusted EBITDA $ 35,366 $ 27,568 $ 7,798

________________
(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 nine months ended September 30, 2025 and 2024 respectively, as well as reconciliations of each measure to their nearest GAAP equivalents:

Three Months Ended September 30,
2025 2024 Change
Net loss attributable to HF Foods Group Inc. $ (1,116) $ (3,940) $ 2,824
Amortization of intangibles and deferred financing costs 4,001 4,070 (69)
Change in fair value of interest rate swaps 47 3,290 (3,243)
Stock-based compensation expense 619 701 (82)
Business transformation costs (1)
1,592 77 1,515
Other non-routine expense (2)
339 18 321
Executive transition and organizational redesign (3)
588 588
Aggregate adjustment for income taxes (4)
(1,725) (2,006) 281
Non-GAAP net income attributable to HF Foods Group Inc. $ 4,345 $ 2,210 $ 2,135
GAAP diluted loss per common share attributable to HF Foods $ (0.02) $ (0.07) $ 0.05
EPS difference (5)
0.10 0.11 (0.01)
Non-GAAP diluted earnings per common share attributable to HF Foods (5)
$ 0.08 $ 0.04 $ 0.04
Non-GAAP diluted weighted average number of shares (in thousands) (5)
53,387 52,757

Nine Months Ended September 30,
2025 2024 Change
Net loss attributable to HF Foods Group Inc. $ (1,545) $ (4,617) $ 3,072
Amortization of intangibles and deferred financing costs 11,891 12,210 (319)
Lease guarantee income (5,548) 5,548
Change in fair value of interest rate swaps 1,916 959 957
Stock-based compensation expense 1,618 1,961 (343)
Business transformation costs (1)
2,458 1,180 1,278
SEC settlement 3,900 (3,900)
Other non-routine expense (2)
449 584 (135)
Executive transition and organizational redesign (3)
2,390 2,390
Aggregate adjustment for income taxes (4)
(4,973) (2,791) (2,182)
Non-GAAP net income attributable to HF Foods Group Inc. $ 14,204 $ 7,838 $ 6,366
GAAP diluted loss per common share attributable to HF Foods $ (0.03) $ (0.09) $ 0.06
EPS difference (5)
0.30 0.24 0.06
Non-GAAP diluted earnings per common share attributable to HF Foods (5)
$ 0.27 $ 0.15 $ 0.12
Non-GAAP diluted weighted average number of shares (in thousands) (5)
53,290 52,722
________________
(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% and 24.6% for the third 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.