December 16, 2024
Cindy Yao
Chief Financial Officer
HF Foods Group Inc.
6325 South Rainbow Boulevard , Suite 420
Las Vegas , Nevada 89118
Re: HF Foods Group Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 001-38180
Dear Cindy Yao:
We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).
Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.
After reviewing your response to this letter, we may have additional
comments.
Form 10-K for Fiscal Year Ended December 31, 2023
Management's Discussion & Analysis
Results of Operations
EBITDA and Adjusted EBITDA, page 33
1. We note you present Adjusted EBITDA because you believe it is less
susceptible to
variances resulting from non-recurring items. We also note Distribution,
Selling and
Administrative expenses for the year ended December 31, 2023 include a
net gain of
$10.0 million resulting from a settlement. It does not appear this
settlement gain was
adjusted for in your computation of Adjusted EBITDA. Please tell us your
consideration of non-GAAP C&DI 100.03, which prohibits adjusting for
non-
recurring charges without also adjusting for non-recurring gains.
Consolidated Statements of Cash Flows, page 43
2. We note your disclosure on page 49 in note 1 to the financial statements
that 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
December 16, 2024
Page 2
liabilities in the consolidated balance sheets. It appears this results
from "book
overdrafts," in which the sum of outstanding checks related to a
specific bank account
is in excess of funds on deposit for that bank account, rather than from
"bank
overdrafts," which occur when a bank honors disbursements in excess of
funds on
deposit in a reporting entity's account. Please tell us if our
understanding is correct.
We note that the change in the balance of "checks issued not presented
for
payment" is presented within the financing activities section of your
consolidated
statements of cash flows. Please tell us your basis for presenting this
within financing
activities rather than operating activities.
In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.
Please contact Aamira Chaudhry at 202-551-3389 or Lyn Shenk at
202-551-3380
with any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services