10-Q: HF Foods Group Narrows Q3 Loss, Boosts Revenue

Sentiment:

Quarterly Report


HF Foods Group Inc. reported improved financial results for the third quarter and first nine months of 2025, driven by revenue growth and operational efficiencies, despite ongoing internal control weaknesses.

Capital raiseOn September 25, 2025, the company entered into an At-the-Market (ATM) Sales Agreement to sell, from time to time, shares of its common stock having an aggregate offering price of up to $100,000,000.
Better than expectedNet loss significantly narrowed for both the three-month and nine-month periods, indicating improved financial performance.Adjusted EBITDA showed substantial growth for both periods, reflecting stronger underlying operational profitability.Net revenue increased, driven by volume growth and improved pricing in key product categories.

Summary

  • Net revenue for the three months ended September 30, 2025, increased by $8.6 million, or 2.9%, to $307.0 million compared to the same period in 2024.
  • Net revenue for the nine months ended September 30, 2025, increased by $23.9 million, or 2.7%, to $920.3 million compared to the same period in 2024.
  • Net loss attributable to HF Foods Group Inc. improved significantly, narrowing to $1.1 million for Q3 2025 from $3.9 million in Q3 2024.
  • Net loss attributable to HF Foods Group Inc. for the nine months ended September 30, 2025, improved to $1.5 million from $4.6 million in the prior year.
  • Adjusted EBITDA increased by $3.4 million to $11.7 million for Q3 2025 and by $7.8 million to $35.4 million for the nine months ended September 30, 2025.
  • The company is implementing a comprehensive operational transformation plan focusing on centralized purchasing, fleet and transportation, digital transformation (ERP), and facility upgrades.
  • Material weaknesses in disclosure controls and procedures continue to exist as of September 30, 2025, though remediation efforts, including full ERP implementation, are underway.
  • The revolving credit facility was increased from $100.0 million to $125.0 million in February 2025, with $49.8 million in additional funds available as of September 30, 2025.
  • An At-the-Market (ATM) Sales Agreement was entered into on September 25, 2025, to sell up to $100.0 million of common stock, though no shares were sold during the period.

Sentiment

Score: 7

Explanation: The company demonstrated significant financial improvements with narrowed losses and increased Adjusted EBITDA, driven by revenue growth and strategic operational initiatives. The full ERP implementation is a positive step. However, the persistence of material weaknesses in internal controls and the potential dilution from the ATM offering temper the overall sentiment.

Positives

  • Net revenue increased by 2.9% for the three months and 2.7% for the nine months ended September 30, 2025, driven by volume and improved pricing in Meat & Poultry, Seafood, and Commodity categories.
  • Net loss attributable to HF Foods Group Inc. significantly improved, decreasing by $2.8 million for the three months and $3.1 million for the nine months ended September 30, 2025.
  • Adjusted EBITDA increased by $3.4 million (41.4%) for the three months and $7.8 million (28.3%) for the nine months ended September 30, 2025, indicating stronger operational performance.
  • Income from operations increased by $0.6 million for the three months and $3.3 million for the nine months ended September 30, 2025.
  • Distribution, selling and administrative expenses decreased as a percentage of net revenue for both the three-month (16.1% vs 16.6%) and nine-month (16.3% vs 16.7%) periods, reflecting improved efficiency.
  • The company successfully completed the implementation of a modern ERP solution across all distribution centers, expected to enhance operational efficiency and data-driven decision-making.
  • The revolving credit facility was increased to $125.0 million, providing access to approximately $49.8 million in additional funds.
  • Cash at the end of the period increased to $12.3 million from $11.4 million year-over-year for the nine months ended September 30, 2025.

Negatives

  • Gross profit margin slightly decreased for both the three-month (16.4% vs 16.8%) and nine-month (17.0% vs 17.1%) periods, primarily due to an increased proportion of sales from lower margin products, particularly Seafood.
  • The company continues to report material weaknesses in disclosure controls and procedures as of September 30, 2025.
  • Interest expense increased for the three months ended September 30, 2025, to $2.9 million from $2.6 million in the prior year.
  • Net cash used in investing activities increased by $0.4 million to $9.9 million for the nine months ended September 30, 2025, primarily due to increased capital project spend.
  • The company recorded a goodwill impairment charge of $46.3 million in the fourth quarter of 2024, indicating a prior significant decline in estimated fair value.

Risks

  • Fluctuations in interest rates could adversely affect interest expense on floating rate debt.
  • Fluctuations in the price and availability of diesel fuel could increase cost of goods sold and operating costs.
  • Material weaknesses in internal control over financial reporting could adversely affect the company's ability to record, process, summarize, and report financial information.
  • Future financial performance not meeting forecasted expectations or a prolonged decline in the market price of common stock could result in further goodwill impairment.
  • Shortfalls in anticipated cash flow could arise from factors such as product demand, economic conditions, competitive pricing, and continued support from banks and suppliers.
  • The company's common stock is fairly thinly traded, with a higher level of internal stockholders than its peers, and limited equity analyst coverage, leading to higher volatility and fluctuations in stock price.

Future Outlook

The company expects its comprehensive operational transformation plan, focusing on centralized purchasing, fleet and transportation, digital transformation, and facility upgrades, to positively impact future growth and cost savings. Management believes cash flow from operations will be sufficient to meet working capital needs for at least the next twelve months. The company will continue to evaluate the impact of the One Big Beautiful Bill Act (OBBBA) on its year-end consolidated financial statements but does not expect a material impact.

Management Comments

  • "We continue the roll out of our centralized purchasing program with seafood and poultry products and have yielded positive results with respect to margin expansion for the product category. We are now focusing on expanding the program to other categories."
  • "We have established a national fleet maintenance program. Within this, we have defined new truck specifications, initiated a replacement program for 50% of our current fleet, implemented a national fuel savings program to maximize efficiency, and plan to outsource domestic inbound freight logistics to a third-party partner to adopt a cohesive national approach to our supply chain. This is expected to deliver substantial improvements to our transportation system."
  • "We have completed the implementation of a modern ERP solution across all of our distribution centers. The Company expects this solution to deliver enhanced operational efficiency and responsiveness, streamlined processes, and greater data driven decision-making."
  • "We continue reorganizing and upgrading some of our facilities and distribution centers to efficiently streamline costs, and to capitalize on cross-selling opportunities with both new and existing customers."
  • "Management believes we have sufficient funds to meet our working capital requirements and debt obligations in the next twelve months."
  • "Notwithstanding the weaknesses [in internal controls], our management has concluded that the financial statements included elsewhere in this report present fairly, and in all material respects, our financial position, results of operation and cash flow in conformity with GAAP."

Industry Context

HF Foods Group operates in the U.S. foodservice distribution industry, specifically targeting Asian restaurants and other foodservice customers. The company's strategy of leveraging its nationwide distribution network and relationships with growers/suppliers in North America, South America, and Asia positions it to capitalize on the increasing demand for Asian American restaurant cuisine. The ongoing transformation plan, including supply chain improvements and digital transformation, aligns with broader industry trends towards efficiency, cost optimization, and technology adoption to maintain competitiveness in a dynamic market.

Comparison to Industry Standards

  • The company's gross profit margin of 16.4% (Q3 2025) and 17.0% (9 months 2025) is a key metric for comparison within the foodservice distribution industry. While the filing notes a slight decrease due to product mix (Seafood), a detailed comparison would require specific competitor data (e.g., Sysco, US Foods) which is not provided in the filing.
  • The increase in Adjusted EBITDA suggests improved operational leverage, which is a positive indicator when benchmarked against industry peers facing similar cost pressures and competitive landscapes.
  • The full implementation of a modern ERP solution across all distribution centers is a significant technological advancement that could bring the company's operational efficiency closer to or above industry best practices, particularly for companies of similar scale in specialized food distribution.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Chief Financial OfficerCindy YaoPaul McGarry (Interim)October 15, 2025Separation from the Company

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Internal Control WeaknessesMaterial weaknesses in the design or operation of internal control over financial reporting continue to exist as of September 30, 2025, as reported in the 2024 Annual Report on Form 10-K.OngoingCould adversely affect the company's ability to record, process, summarize, and report financial information. Management is executing a comprehensive remediation plan, including full ERP implementation, to strengthen the IT environment and internal controls.

Legal Proceedings

  • The company is a party to various lawsuits, claims, and other legal proceedings in the ordinary course of business, with no expected material adverse effect.
  • The company commenced a legal action (the 2023 Action) against AnHeart and Minsheng on October 25, 2023, for indebtedness of $474,000. A settlement agreement was reached for AnHeart to make monthly rent payments and installments for back rent.

Related Party Transactions

  • Purchases of goods and services from related parties totaled $1.5 million for the three months and $3.6 million for the nine months ended September 30, 2025.
  • Sales to related parties totaled $1.2 million for the three months and $3.5 million for the nine months ended September 30, 2025.
  • The company leases a warehouse from Yoan Chang Trading Inc. (related party), with rent expense of $0.1 million for both the three and nine months ended September 30, 2025.
  • The company leases a warehouse to Asahi Food, Inc. (related party), with rental income of $36,000 for both the three and nine months ended September 30, 2025.
  • Accounts receivable from related parties totaled $606,000 as of September 30, 2025, considered fully collectible.
  • A $51,000 line of credit note was issued to Asahi Food, Inc. on November 1, 2024, with interest at 7.25% per annum.
  • Accounts payable to related parties totaled $563,000 as of September 30, 2025.

Stakeholder Impact

  • **Shareholders**: Improved financial performance (narrowed losses, increased Adjusted EBITDA) could positively impact investor confidence. The ATM offering presents potential dilution but also a means for capital. Ongoing internal control weaknesses remain a concern.
  • **Employees**: The transformation plan, including digital transformation and facility upgrades, may lead to changes in roles or processes. The departure of the CFO and appointment of an interim CFO indicates management transition.
  • **Customers**: Operational efficiencies from the ERP implementation, centralized purchasing, and fleet improvements are expected to enhance service and potentially offer competitive pricing.
  • **Suppliers**: Centralized purchasing could impact supplier relationships and terms. The company's ability to counter potential tariff increases through inventory purchases suggests proactive supply chain management.
  • **Creditors**: Compliance with financial covenants and increased credit facility capacity (to $125.0 million) indicate a stable relationship with lenders, despite ongoing debt obligations.

Next Steps

  • Expand the centralized purchasing program to other product categories beyond seafood and poultry.
  • Continue the fleet replacement program for 50% of the current fleet.
  • Outsource domestic inbound freight logistics to a third-party partner.
  • Continue reorganizing and upgrading facilities and distribution centers.
  • Continue executing the comprehensive remediation plan for material weaknesses in internal controls.
  • Close the sale of the Utah warehouse during the fourth quarter of 2025.
  • AnHeart to pay $40,000 a month in rent through December 2024, $46,750 a month from January 2025 through December 2025, and commence regular monthly rental payments in accordance with the lease for 275 Fifth Avenue.
  • AnHeart to pay twenty-four monthly installments of $11,250 from January 2025 through December 2026 as payment for all back rent due.

Key Dates

DateDescription
2014Company began leasing a warehouse to Asahi Food, Inc. under a commercial lease agreement.
August 20, 2019HF Foods entered into two interest rate swap contracts with East West Bank.
December 19, 2019HF Foods entered into an interest rate swap contract with Bank of America.
March 1, 2020Commercial lease agreement with Asahi Food, Inc. was rescinded.
December 31, 2020Operating lease agreement with Yoan Chang Trading Inc. expired.
January 1, 2021New five-year operating lease agreement with Yoan Chang Trading Inc. became effective.
January 21, 2021Company entered into an Assignment and Assumption of Lease Agreement with AnHeart and Premier 273 Fifth, LLC, assuming the lease of 273 Fifth Avenue.
February 7, 2022Company undertook its guaranty obligations for the 275 Fifth Avenue lease due to AnHeart's default.
March 31, 2022Company entered into the Third Amended Credit Agreement extending the Revolving Facility for five years.
April 20, 2023Company amended corresponding mortgage term loans, pegging them to 1-month Term SOFR + 2.29% per annum.
March 15, 2023Company entered into an amortizing interest rate swap contract with JPMorgan Chase for an initial notional amount of $120.0 million.
October 25, 2023Company commenced a new legal action (the 2023 Action) against AnHeart and Minsheng.
November 2023FASB issued ASU 2023-07, Segment Reporting, effective for the company's consolidated financial statements for the year ending December 31, 2024, and interim periods beginning in 2025.
December 2023FASB issued ASU 2023-09, Income Taxes, effective for fiscal years beginning after December 15, 2024.
December 31, 2024Goodwill impairment charge of $46.3 million was recorded in the fourth quarter of the year ended December 31, 2024.
February 6, 2024Company amended the Third Amended Credit Agreement to remove a cap on permitted indebtedness, create a reserve on the borrowing base, and remove certain sublease income from financial covenants.
March 2024Company began construction of a multi-use facility on 273 Fifth Avenue, committing $7.0 million.
April 30, 2024Company, through its subsidiary, assumed the lease of a building located on the premises of 275 Fifth Avenue.
July 15, 2024Company again amended the Third Amended Credit Agreement to increase the issuing bank sublimit and modify the due date for a borrowing base certificate.
September 30, 2024Company entered into an operating lease of a new distribution center located in Georgia.
October 24, 2024Mr. Xiao Mou Zhang's tenure as former Chief Executive Officer ended.
November 1, 2024Company issued a $51,000 line of credit note to Asahi Food, Inc.
November 2024FASB issued ASU 2024-03, Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures, effective for annual periods beginning after December 15, 2026.
February 1, 2025Lease term for the new distribution center in Georgia commenced.
February 12, 2025Company amended certain terms and conditions of the Third Amended Credit Agreement, increasing the Revolving Commitment from $100.0 million to $125.0 million.
July 4, 2025The One Big Beautiful Bill Act (OBBBA) was enacted in the U.S.
July 2025FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, effective for annual reporting periods beginning after December 15, 2025.
September 1, 2025Second addendum executed, extending the lease with Asahi Food, Inc. by one year to September 1, 2026.
September 25, 2025Company entered into an At-the-Market (ATM) Sales Agreement to sell up to $100,000,000 of common stock.
September 2025Construction of the multi-use facility on 273 Fifth Avenue was placed in service after receiving the certificate of occupancy.
September 2025FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software, effective for annual reporting periods beginning after December 15, 2027.
October 15, 2025Cindy Yao separated from the Company as Chief Financial Officer.
October 17, 2025Company entered into an agreement to sell a warehouse in West Jordan, Utah, for $4.6 million.
October 30, 2025Company entered into a separation agreement with Cindy Yao.
November 7, 2025Registrant had 53,043,832 shares of common stock outstanding.
November 10, 2025Filing date of the Quarterly Report on Form 10-Q.
December 31, 2025Operating lease agreement with Yoan Chang Trading Inc. expires.
March 31, 2027Maturity date of the Revolving Facility under the Third Amended Credit Agreement.
August 2027Maturity date for some East West Bank real estate term loans.
March 2028Expiration date of the amortizing interest rate swap contract with JPMorgan Chase.
September 2029Maturity date for some East West Bank real estate term loans and EWB IRS contracts.
December 2029Maturity date for BOA IRS contract and corresponding term loan.
January 2030Maturity date of the JPMorgan Chase real estate term loan.
April 30, 2034Lease term ends for the building at 275 Fifth Avenue, with renewal options.

Recommendation

hold

HF Foods Group Inc. demonstrated notable improvements in its financial performance, significantly narrowing its net loss and boosting Adjusted EBITDA, driven by revenue growth and strategic operational initiatives like the ERP implementation. These are strong positive indicators. However, the persistence of material weaknesses in internal controls, while being addressed, introduces an element of risk and uncertainty. The At-the-Market offering, while providing capital flexibility, also carries potential for share dilution. Given the mixed signals of strong operational progress alongside governance concerns and potential dilution, a 'hold' recommendation is appropriate. Investors should monitor the remediation of internal control weaknesses and the execution of the transformation plan for sustained positive momentum.

Keywords

Food distribution, Asian cuisine, Foodservice, SEC filing, 10-Q, Quarterly results, Financial performance, Adjusted EBITDA, Supply chain, ERP implementation, Internal controls, Capital raise, HFFG

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