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United States securities and exchange commission logo
February 3, 2022
Kong Hian Lee
Chief Financial Officer
HF Foods Group Inc.
19319 Arenth Avenue
City of Industry, CA 91748
Re: HF Foods Group Inc.
Form 10-K for the
Year Ended December 31, 2020
Filed March 16,
2021
Form 10-Q for the
Fiscal Quarter Ended September 30, 2021
Filed November 15,
2021
File No. 001-38180
Dear Mr. Lee:
We have reviewed your December 22, 2021 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
November 23, 2021 letter.
Form 10-K for the Years Ended December 31, 2020 and 2019
HF Foods Group Consolidated Financial Statements for the Years Ended
December 31, 2020 and
2019
Noted to Consolidated Financial Statements
Note 7. Business Combination with B&R Global, page F-7
1. Refer to your response
to prior comment 2. It appears from your analysis of the
accounting acquirer in
the business combination between HF Foods Group and B&R
Global there are
varying factors contained in ASC 805-10-55-12 through 14 that support
either HF Foods Group
or B&R Global as the accounting acquirer. Relying on the
guidance in ASC
805-10-25-5, ASC 810-10-05 and ASC 810-10-15-8 that state the usual
Kong Hian Lee
HF Foods Group Inc.
February 3, 2022
Page 2
condition for a controlling financial interest is ownership of a
majority voting interest, it
appears B&R Global shareholders majority share ownership in the
combined entity
should be given the greatest weight to identify B&R Global as the
accounting acquirer.
Please advise.
Form 10-Q for the Fiscal Quarter Ended September 30, 2021
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations for the Three Months Ended September 30, 2021 and 2020
EBITDA and Adjusted EBITDA, page 44
2. Refer to your response to prior comment 4. Please clarify if you will
not add back all
legal fees in the computation of "adjusted EBITDA" and not just those
associated with the
continuing SEC inquiry and board committee investigation. In this
regard, we note you
disclose in note 18 of the Form 10-Q that "the stay of the proceedings
in the second
shareholder derivative case was lifted by the District Court and the
case will move
forward with the filing of defendants' response to the complaint" so
it appears these legal
expenses are recurring. Please advise and revise as appropriate.
Response to Comments Dated December 22, 2021
Additional Comments from the Company, page 8
3. You state at the end of the letter you continue to analyze an
unrelated issue identified in
connection with your response to the comments, and the issue has the
potential to result in
a restatement of your 2019 financial statements. Please tell us the
nature of the issue and
potential impact on the 2019 financial statements in sufficient detail
as practicable.
You may contact Robert Shapiro at (202) 551-3273 or Doug Jones at (202)
551-3309 if
you have questions regarding comments on the financial statements and related
matters.
FirstName LastNameKong Hian Lee Sincerely,
Comapany NameHF Foods Group Inc.
Division of
Corporation Finance
February 3, 2022 Page 2 Office of
Trade & Services
FirstName LastName