SEC Comment Letter for BV Financial, (BVFL) — Jan 30, 2007
BV Financial, Inc.
Date: Jan. 30, 2007 · CIK: 0001302387 · Accession: 0000000000-07-004868
AI Filing Summary & Sentiment
File numbers found in text: 000-51014
Letter
January 30, 2007 By U.S. Mail and facsimile to (410) 477-1020. Edmund T. Leonard Chairman of the Board and Chief Financial Officer BV Financial, Inc. 7114 North Point Road Baltimore, MD 21219
Re: BV Financial, Inc. Form 10-KSB for Fiscal Year Ended June 30, 2006 Filed September 28, 2006 File No. 000-51014
Dear Mr. Leonard:
We have reviewed your filing and have the following comment. We have limited our review to only the issue raised in our comment. Where indicated, we think you should revise your document in response to this comment. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detaile d as necessary in your explan ation. In our comment, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments.
Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comment or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Note 1 – Summary of Accounting Policies
Earnings Per Share, page F-10 1. You disclose that you have not presented earnings per share for the year ended June 30, 2005 because such information would not be meaningful. Paragraph 59 of SFAS 128 provides guidance for reorgani zation situations a nd states that EPS
Edmund T. Leonard BV Financial, Inc. January 30, 2007 Page 2 computations shall be based on an analysis of the particular transaction and the provisions of the standard. Based on your specific facts and circumstances, it appears that your reorganization represents both the issuance of new shares to the public and a change in capital structure similar to that of a stock dividend. Paragraph 54 of SFAS 128 pr ovides that computations of basic and diluted EPS shall be adjusted retroactively for all periods presented to reflect changes in capital structure. Please revise your calcu lation of EPS to compute the weighted average shares outstanding as follows: • Include the 1,190,250 shares issued to th e public in your weighted-average calculation only from the date such shares were issued; and • Include the 1,454,750 shares issued to your mutual holding company parent in your weighted-average calculation as if outstanding for all periods presented.
* * * * *
Please respond to this comment within 10 business days or tell us when you will provide us with a response. Please furnish a cover letter that keys your response to our comment, indicates your intent to include the requested revisions in future filings and provides any requested supplemental informa tion. Please understand that we may have additional comments after reviewin g your response to our comment.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing review ed by the staff to be certain that they have provided all information investors require for an info rmed decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
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
the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States.
Edmund T. Leonard BV Financial, Inc. January 30, 2007 Page 3 In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing.
You may contact Rebekah M oore, Staff Accountant, at (202) 551-3463 or me at (202) 551-3851 if you have questions.
Sincerely,
Paul Cline
Senior Accountant
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Mail Stop 4561 January 30, 2007 By U.S. Mail and facsimile to (410) 477-1020. Edmund T. Leonard Chairman of the Board and Chief Financial Officer BV Financial, Inc. 7114 North Point Road Baltimore, MD 21219 Re: BV Financial, Inc. Form 10-KSB for Fiscal Year Ended June 30, 2006 Filed September 28, 2006 File No. 000-51014 Dear Mr. Leonard: We have reviewed your filing and have the following comment. We have limited our review to only the issue raised in our comment. Where indicated, we think you should revise your document in response to this comment. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detaile d as necessary in your explan ation. In our comment, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comment or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Note 1 – Summary of Accounting Policies Earnings Per Share, page F-10 1. You disclose that you have not presented earnings per share for the year ended June 30, 2005 because such information would not be meaningful. Paragraph 59 of SFAS 128 provides guidance for reorgani zation situations a nd states that EPS Edmund T. Leonard BV Financial, Inc. January 30, 2007 Page 2 computations shall be based on an analysis of the particular transaction and the provisions of the standard. Based on your specific facts and circumstances, it appears that your reorganization represents both the issuance of new shares to the public and a change in capital structure similar to that of a stock dividend. Paragraph 54 of SFAS 128 pr ovides that computations of basic and diluted EPS shall be adjusted retroactively for all periods presented to reflect changes in capital structure. Please revise your calcu lation of EPS to compute the weighted average shares outstanding as follows: • Include the 1,190,250 shares issued to th e public in your weighted-average calculation only from the date such shares were issued; and • Include the 1,454,750 shares issued to your mutual holding company parent in your weighted-average calculation as if outstanding for all periods presented. * * * * * Please respond to this comment within 10 business days or tell us when you will provide us with a response. Please furnish a cover letter that keys your response to our comment, indicates your intent to include the requested revisions in future filings and provides any requested supplemental informa tion. Please understand that we may have additional comments after reviewin g your response to our comment. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing review ed by the staff to be certain that they have provided all information investors require for an info rmed decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; 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 the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States. Edmund T. Leonard BV Financial, Inc. January 30, 2007 Page 3 In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing. You may contact Rebekah M oore, Staff Accountant, at (202) 551-3463 or me at (202) 551-3851 if you have questions. Sincerely, Paul Cline Senior Accountant