SEC Form N filed
$HFEN
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC
FILE NUMBER 001-39732
CUSIP
NUMBER 40438A 105
(Check
one): ☐ Form 10-K ☐ Form 20-F
☐ Form 11-K ☒ Form 10-Q
☐ Form N-SAR
☐
Form N-CSR
For
Period Ended: September 30, 2020
☐
Transition Report on Form 10-K
☐
Transition Report on Form 20-F
☐
Transition Report on Form 11-K
☐
Transition Report on Form 10-Q
☐
Transition Report on Form N-SAR
For the
Transition Period Ended:
Nothing in this form shall be construed to imply that the
Commission has verified any information contained
herein.
If the
notification relates to a portion of the filing checked above,
identify the item(s) to which the notification
relates:
PART I -- REGISTRANT INFORMATION
HF Enterprises Inc.
Full
Name of Registrant
N/A
Former
Name if Applicable
4800 Montgomery Lane, Suite 210
Address
of Principal Executive Office (Street and Number)
Bethesda,
MD
20814
City,
State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the
subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if
appropriate)
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(a)
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The
reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or
expense;
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☒
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(b)
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The
subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
portion thereof, will be filed on or before the fifteenth calendar
day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof, will
be filed on or before the fifth calendar day following the
prescribed due date; and
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(c)
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The
accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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PART III -- NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR,
N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period.
HF
Enterprises Inc. (referred to herein as the “Company”
or the “Registrant”) has determined that it is unable
to file its Quarterly Report on Form 10-Q for the period ended
September 30, 2020 within the prescribed time period. The filing of
the Quarterly Report was briefly delayed by technical matters, and
will be filed shortly.
PART IV -- OTHER INFORMATION
(1)
Name and telephone number of person to contact in regard to this
notification
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Rongguo Wei
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(301)
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971-3940
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or
for such shorter period that the registrant was required to file
such report(s) been filed? If answer is no, identify report(s). Yes
☒ No ☐
(3) Is
it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof? Yes ☒ No
☐
If so,
attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
Our
results of operations for the three month period ended September
30, 2020 represented a significant change from the period ended
September 30, 2019.
In the
nine months ended September 30, 2020, the Company had a net loss of
$13,435,843 compared to a net loss of $4,534,317 in the nine months
ended September 30, 2019, reflecting an increase of $8,901,526 or
196%. In the three months ended September 30, 2020 the Company had
a net loss of $13,342,758 compared to a net gain of $799,922 in the
three months ended September 30, 2019, reflecting an increase of
the net loss of $14,142,680 or 1,768%.
The
main reason for this change in net loss was a change in other
expenses. In the three months ended September 30, 2020, the Company
had other expense of $12,946,960 compared to other income of
$1,197,775 in the three months ended September 30, 2019, reflecting
an increase in other expense of $14,144,735 or 1,181%. In the nine
months ended September 30, 2020, the Company had other expense of
$10,203,323 compared to other income of $357,436 in the nine months
ended September 30, 2019, reflecting an increase in other expense
of $10,560,759 or 2,955%. The change in unrealized gain (loss) on
securities investment and on foreign exchange transactions are the
primary reasons for the volatility in these two periods. Unrealized
loss on securities investment was $42,169,116 and $43,761,763
during nine and three months ended on September 30, 2020,
respectively. Unrealized loss on security investment was $146,470
during the nine months ended on September 30, 2019; unrealized gain
on security investment was $507,727 during the three months ended
on September 30, 2019. Foreign exchange transaction loss was
$415,203 in the three months ended September 30, 2020, compared to
$757,068 gain in the three months ended September 30, 2019. Foreign
exchange transaction gain was $960,268 in the nine months ended
September 30, 2020, compared to $438,608 gain in the nine months
ended September 30, 2019.
In
addition, there was a decline in revenues. Revenue was $2,148,923
and $5,306,863 for the three months ended September 30, 2020 and
2019, respectively, reflecting a decrease of $3,157,940 or 60%.
Revenue was $7,179,919 for the nine months ended September 30,
2020, compared to $22,944,498 for the nine months ended September
30, 2019, reflecting a decrease of $15,764,579 or 69%. An increase
in property sales from the Company’s Ballenger Project and
first sale of a section of the Company’s Black Oak Project in
the first quarter of 2019 contributed to higher revenue in that
period. Pursuant to a lot purchase agreement dated July 3, 2018,
150 CCM Black Oak Ltd sold 124 lots located in the Company’s
Black Oak project to Houston LD, LLC for a total purchase price of
$6,175,000 in January 2019.
HF Enterprises Inc.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
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Dated:
December 29, 2020
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By:
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/s/ Rongguo
Wei
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Name:
Rongguo Wei
Title:
Co-Chief Financial Officer
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