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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

Date
April 13, 2005
Author
President a
Form
CORRESP
Company
FARNSWORTH BANCORP INC (CIK 0001063568)

Letter

VIA EDGAR --------- 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 --------------------------------------------

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

<PAGE>

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

<PAGE>

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

<PAGE>

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

Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                            FARNSWORTH BANCORP, INC.

VIA EDGAR
---------

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
                  --------------------------------------------

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

<PAGE>

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

<PAGE>

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

<PAGE>

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