SEC Company Response from FARNSWORTH BANCORP INC (CIK 0001063568) — Apr 13, 2005
FARNSWORTH BANCORP INC (CIK 0001063568)
Date: April 13, 2005 · CIK: 0001063568 · Accession: 0000946275-05-000431
AI Filing Summary & Sentiment
File numbers found in text: 000-24621
Referenced dates: March 30, 2005
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FARNSWORTH BANCORP, INC.
VIA EDGAR
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April 13, 2005
Mr. John P. Nolan
Accounting Branch Chief
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Farnsworth Bancorp, Inc.
SEC File No. 000-24621
Form 10-KSB for the F/Y/E September 30, 2004
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Dear Mr. Nolan:
This is in response to your comment letter dated March 30, 2005, with
respect to the above- referenced Annual Report on Form 10-KSB for Farnsworth
Bancorp, Inc. (the "Company"). The following information is provided to you
supplementally in accordance with your comment letter.
Background
Plan of Conversion
On March 2, 1998, Peoples Savings Bank (the "Bank") adopted a Plan of
Conversion providing for the conversion of the Bank from the mutual to the stock
form of organization and providing for the Bank to become a wholly-owned
subsidiary of the Company (the "Conversion"). Simultaneously with the
Conversion, the Company filed a Registration Statement on Form SB-2 with the
Securities and Exchange Commission ("SEC") and conducted its initial public
offering of common stock. The offering and the Conversion were completed on
September 29, 1998, whereupon the Bank became a wholly-owned subsidiary of the
Company and the Company became a public company registered with the SEC. The
Conversion was at all times conducted, and the Plan of Conversion was prepared,
in accordance with the Conversion Regulations of the Office of Thrift
Supervision ("OTS"), the Bank's primary regulator, under 12 C.F.R. Part 563, and
both were approved by the OTS in August 1998.
Liquidation Account
In accordance with OTS Regulations, the Plan of Conversion provided for
the establishment, upon completion of the conversion, of a special "liquidation
account" for the benefit of Eligible Account Holders (persons who had a deposit
account of at least $50.00 on December 31, 1996) and Supplemental Eligible
Account Holders (persons who had a deposit account of at least $50.00 on
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Mr. John P. Nolan
Accounting Branch Chief
April 13, 2005
Page 2
June 30, 1998). The amount of the liquidation account established at the time of
Conversion was $2,225,315. Each Eligible Account Holder and Supplemental
Eligible Account Holder, if he continues to maintain his deposit account with
the Bank, would be entitled, upon the complete liquidation of the Bank after
conversion, to an interest in the liquidation account prior to any payment to
stockholders. Each Eligible Account Holder would have an initial interest in
such liquidation account for each deposit account held in the Bank on the
qualifying date, December 31, 1996. Each Supplemental Eligible Account Holder
would have a similar interest as of the qualifying date, June 30, 1998. The
interest as to each deposit account would be in the same proportion of the total
liquidation account as the balance of the deposit account on the qualifying
dates was to the aggregate balance in all the deposit accounts of Eligible
Account Holders and Supplemental Eligible Account Holders on such qualifying
dates. However, if the amount in the deposit account on any annual closing date
(September 30) is less than the amount in such account on the respective
qualifying dates, then the interest in this special liquidation account would be
reduced at that time by an amount proportionate to any such reduction, and the
interest would cease to exist if such deposit account was closed. The interest
in the special liquidation account will never be increased despite any increase
in the related deposit account after the respective qualifying dates.
Accordingly, the amount of the liquidation account can only decrease over time.
Upon a complete liquidation of the Bank after the Conversion, each
depositor would have a claim, as a creditor, of the same general priority as the
claims of all other general creditors. Therefore, except as described above, a
depositor's claim would be solely in the amount of the balance in his deposit
account plus accrued interest. A depositor would not have an interest in the
residual value of the Bank's assets above that amount, if any.
No merger, consolidation, purchase of bulk assets with assumptions of
savings accounts and other liabilities, or similar transactions with another
insured institution in which transaction the Bank is not the surviving
institution shall be considered a complete liquidation. In such transactions,
the liquidation account will be assumed by the surviving institution.
Remoteness/Immateriality of Liquidation Account
It is highly unlikely that the Bank would be liquidated and thereby
give rise to a claim by depositors under the liquidation account. The chance of
this event occurring is "remote" as defined in SFAS No. 5. To our knowledge,
there has never been a liquidation of a healthy public thrift institution in the
United States and there very likely never will be one. Any such liquidation
would require OTS approval. It is unlikely the OTS would approve a liquidation
of a healthy thrift institution as any such entity can more easily be sold to
another financial depositary institution and the deposit accounts would continue
uninterrupted. This would result in no loss to the Federal Deposit Insurance
Fund ("FDIC"). Moreover, the Company would never consider liquidation as a
viable transaction given the franchise value of the Company as a going concern
(the Company's common stock currently trades at approximately 140% of book value
and national median merger
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Mr. John P. Nolan
Accounting Branch Chief
April 13, 2005
Page 3
multiples for completed transactions are approximately two times book value). In
fact, the only event that may cause the liquidation of the Bank would be the
Bank's insolvency. In the event the Bank did become insolvent and was liquidated
by federal banking regulators, there would be no net worth to distribute
depositors and the liquidation account would be meaningless. Depositors would in
such circumstance be covered by the FDIC, up to applicable limits.
Under Paragraph 8 of SFAS No. 5, an estimated loss from a loss
contingency must be accrued if it is "probable that one or more future events
will occur confirming the fact of the loss." Because the likelihood of the Bank
being liquidated is remote, the Company is not required to accrue for it. In
addition, because the amount of the liquidation account can only decrease each
year and almost seven years have elapsed since the Conversion was completed, the
amount of the liquidation account can reasonably be assumed to be immaterial to
the Company based on actual deposit and certificate of deposit attrition rates
and those attrition rates typical for a thrift of the Bank's size. For example,
any depositor as of the qualifying dates who had only a certificate of deposit
with the Bank would no longer have any interest in the liquidation account as
all of such certificates would have matured by now. At the time of Conversion,
the Bank had approximately $19.5 million in certificates of deposit,
representing approximately 54% of total deposits. All of such certificates of
deposits have matured and are, therefore, no longer eligible for coverage by the
liquidation account. Similarly, any depositor who has withdrawn any amount money
from a transaction or savings account as of the qualifying dates has caused the
amount of the liquidation account to decline by the amount of such withdrawal.
At the time of Conversion, the Bank had approximately $9.6 million in
transaction accounts on deposit, representing approximately 27% of total
deposits. Currently, we estimate that none of such accounts would be eligible
for the full amount of the liquidation account as all of them have had
withdrawals since their qualifying dates in amounts negating or significantly
reducing their coverage. Finally, we estimate that more than half of the
remaining balance of savings deposits at time of Conversion, approximately
$420,000, are no longer eligible for coverage under the liquidation account
based on normal deposit attrition rates. Accordingly, the liquidation account is
reasonably estimated by us to be less than $250,000, an amount which is clearly
immaterial to the Company.
At December 31, 2004, the Company had total stockholders' equity of
approximately $9.1 million, far in excess of the $2.2 million of retained
earnings the Bank had in 1998 prior to Conversion when the liquidation account
was established. In view of the major increase in stockholders' equity and the
consistent decrease in the amount of deposits during the past seven years, we
believe that the amount of the liquidation account is clearly not material to
the Company on a consolidated basis.
<PAGE>
Mr. John P. Nolan
Accounting Branch Chief
April 13, 2005
Page 4
Your Specific Comments
1. Each Eligible and Supplemental Eligible Account Holder was
required to have at least $50.00 on deposit as of the qualifying
date in order to participate in the liquidation account.
2. As discussed above, the Company has not determined the
liquidation account balance because it is highly unlikely that
the liquidation account will ever be used and the amount of the
liquidation account is immaterial to the Company's financial
condition taken as a whole. The consolidated balance sheets and
the notes to consolidated financial statements disclose the
restriction on retained earnings in accordance with SFAS No. 5.
The Company is able to conclude that its retained earnings for
all periods presented are sufficient to pay the liquidation
account based upon our level of regulatory capital, the fact that
the liquidation account can only decrease over time and the
remoteness of a complete liquidation of the Bank ever occurring.
3. The Company could not determine the balance of the liquidation
account without unreasonable effort and undue expense to the
Company. The Company would have to analyze all changes in account
balances as of the qualifying dates and attempt to track account
balances, decreases, account closings and maturities of
certificates of deposits over the past nine years. Even if the
Company could determine the balance of the liquidation account to
some degree, the amount would not be meaningful or material to
the Company because such balance would very likely be
insignificant at this point in time. We believe our treatment of
the liquidation account is not unique to us and that most, if not
all, other similarly situated converted thrift institutions treat
their liquidation accounts in the same manner as we do.
4. The 20% stock dividend did decrease retained earnings but
increased common stock and additional paid in capital by the same
dollar amount, thus stockholders' equity remained the same.
Accordingly, the 20% stock dividend in each of the last two years
did not impact the amount of the liquidation account. The amount
of the liquidation account is established at the time of Bank's
conversion and can only decrease over time. We had the
appropriate level of retained earnings based upon our level of
regulatory capital and the likelihood that a complete liquidation
is remote.
5. The Bank's ability to pay cash dividends to the Company is
governed by OTS Regulations, 12 C.F.R. Part 563.140. In
accordance with such Regulations, the Bank may distribute to the
Company without OTS approval cash dividends in an amount equal to
its retained net income for current calendar year, plus retained
net income for the prior two calendar years, less any dividends
paid during such periods. Any
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Mr. John P. Nolan
Accounting Branch Chief
April 13, 2005
Page 5
dividends by the Bank to the Company in excess of this amount
require the prior approval of the OTS. The Bank must obtain the
prior approval of the OTS before it can pay a dividend to the
Company if it is not "well capitalized" under applicable OTS
regulations. In addition, the Bank may not pay a dividend if such
payment would cause it to reduce its net worth below the amount
required for the liquidation account or cause it to become
"undercapitalized", as defined in OTS Regulations. At December
31, 2004, the Bank had total stockholders' equity of
approximately $9.1 million, well in excess of the amount required
under OTS Regulations for the payment of dividends to the
Company.
6. Under Paragraph 8 of SFAS No. 5, an estimated loss from a loss
contingency must be accrued ". . . if it is probable that a
liability had been incurred at the date of the financial
statements . . . and the amount of loss can be reasonably
determined. . ." Because the likelihood of the Bank being
liquidated is remote, the Company is not required to accrue a
loss contingency as defined as SFAS No. 5. In addition, because
the amount of the liquidation account can only decrease each year
and almost seven years have elapsed since the Conversion was
completed, the amount of the liquidation account can reasonably
be assumed to be immaterial to the Company based on deposit and
certificate of deposit attrition rates typical for a thrift of
the Bank's size and the actual decreases discussed above.
Acknowledgments
The Company hereby acknowledges that it (I) is responsible for the
adequacy and accuracy of the disclosure in the Form 10-KSB filed with the
Commission, (ii) is aware that staff comments or changes to disclosure in
response to staff comments do not foreclose the Commission from taking any
action with respect to the filing and (iii) may not assert staff comments as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
We hope the foregoing is responsive to your comments. Please feel free
to contact me if we can provide you with any additional information. Thank you.
Sincerely,
/s/Gary N. Pelehaty
Gary N. Pelehaty
President a