SEC Company Response from FedFirst Financial CORP (CIK 0001308017) — Feb 14, 2005
FedFirst Financial CORP (CIK 0001308017)
Date: Feb. 14, 2005 · CIK: 0001308017 · Accession: 0000909654-05-000434
AI Filing Summary & Sentiment
File numbers found in text: 333-121405
Letter
February 14, 2005 VIA EDGAR AND COURIER (SEC MAIL STOP 0408) ------------------------------------------ Mr. William Friar Senior Financial Analyst Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, Mail Stop 0408 Washington, D.C. 20549
RE: FEDFIRST FINANCIAL CORPORATION AMENDMENT NO. 2 TO FORM SB-2, FILED FEBRUARY 8, 2005 FILE NO. 333-121405 -------------------
Dear Mr. Friar:
On behalf of FedFirst Financial Corporation (the "Company"), enclosed for filing is Pre-Effective Amendment No. 3 to the Registration Statement on Form SB-2 (the "Amended Registration Statement"), including exhibits, marked pursuant to Rule 472 under the Securities Act of 1933, as amended, to indicate changes from Amendment No. 2 to the Registration Statement on Form SB-2 filed on February 8, 2005.
The Amended Registration Statement is filed in response to the staff's comment letter issued on February 10, 2005. To aid in your review, we have repeated the staff's comments followed by the Company's responses and indicated where the document has been revised in response to such comments.
LIQUIDITY MANAGEMENT - PAGE 65 / STATEMENT OF CASH FLOWS - PAGE F-5 -------------------------------------------------------------------
COMMENT NO. 1
WE NOTE YOUR REVISED DISCLOSURE OF LOANS DISBURSED AND LOAN PRINCIPAL REPAYMENTS ON PAGE 71 OF THE PROSPECTUS. PLEASE SUPPLEMENTALLY PROVIDE US WITH A ROLLFORWARD OF YOUR LOANS RECEIVABLE FOR ALL PERIODS PRESENTED ALONG WITH A RECONCILIATION OF THIS ROLLFORWARD TO THE DISCLOSURE ON PAGE 71 AND TO YOUR STATEMENT OF CASH FLOWS.
<PAGE> 2
U.S. Securities and Exchange Commission February 14, 2005 Page 2
RESPONSE TO COMMENT NO. 1
As discussed with the Staff, the Company is unable, without undue burden and expense, to determine gross originations and repayments of loans for all periods. Accordingly, the Company has not provided the requested rollforward for 2003. The primary reason for the Company's inability to generate this information is that transactions that do not involve the disbursement of cash, such as internal refinancings and the reclassification of construction loans to permanent mortgage loans, cannot be distinguished in the accounting records from transactions that do involve the disbursement of cash. Pursuant to discussions with the Staff, the Company has revised the table on page 72 to omit disclosure of gross loan originations and repayments for 2002 and 2003 and has added disclosure about the Company's inability to generate this information, the reasons why the Company is unable to generate this information and steps that the Company intends to take in order to be able to generate this information for future periods.
STATEMENT OF CASH FLOWS - PAGE F-5 ----------------------------------
COMMENT NO. 2
PLEASE REVISE YOUR STATEMENTS OF CASH FLOWS SO THAT THE SUM OF THE COMPONENTS OF CASH FLOWS FROM OPERATING, INVESTING AND FINANCING ACTIVITIES EQUALS THE RESPECTIVE NET AMOUNT AS DISCLOSED IN YOUR STATEMENT. IN ADDITION, PLEASE REVISE YOUR STATEMENT OF CASH FLOWS, IF NECESSARY, RELATED TO YOUR CASH FLOW DATA FOR LOANS RECEIVABLE.
RESPONSE TO COMMENT NO. 2
As discussed with the Staff, errors in the production of the EDGAR filing of Amendment No. 1 to the Registration Statement (which were carried forward in Amendment No. 2) caused the cash flow statement that was included in the EDGAR filing to differ from the actual cash flow statement of the Company, which was included in the paper courtesy copies provided to the Staff. The EDGAR version of the cash flow statement has been corrected in this filing so that it corresponds to the paper version provided to the Staff.
COMMENT NO. 3
IF APPLICABLE, PLEASE INCLUDE A FOOTNOTE QUANTIFYING THE CHANGES TO THE STATEMENT OF CASH FLOWS AND DESCRIBING THE REASONS FOR THESE CHANGES.
RESPONSE TO COMMENT NO. 3
Not applicable. See response to Comment No. 2.
<PAGE> 3
U.S. Securities and Exchange Commission February 14, 2005 Page 3
GENERAL -------
COMMENT NO. 4
IF APPLICABLE, PLEASE FILE AN UPDATED CONSENT FROM OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
RESPONSE TO COMMENT NO. 4
An updated consent is included with the filing.
* * * * *
Please stamp the enclosed copy of this letter to indicate the date of receipt and return it in the enclosed envelope. If you have any questions concerning this submission, please telephone Paul M. Aguggia or the undersigned at (202) 362-0840.
Very truly yours,
MULDOON MURPHY & AGUGGIA LLP
Show Raw Text
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MULDOON MURPHY & AGUGGIA LLP
Attorneys at Law
5101 Wisconsin Avenue, N.W.
Washington, D.C. 20016
----
Tel: (202) 362-0840
Fax: (202) 966-9409
----
www.muldoonmurphy.com
February 14, 2005
VIA EDGAR AND COURIER (SEC MAIL STOP 0408)
------------------------------------------
Mr. William Friar
Senior Financial Analyst
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, Mail Stop 0408
Washington, D.C. 20549
RE: FEDFIRST FINANCIAL CORPORATION
AMENDMENT NO. 2 TO FORM SB-2, FILED FEBRUARY 8, 2005
FILE NO. 333-121405
-------------------
Dear Mr. Friar:
On behalf of FedFirst Financial Corporation (the "Company"), enclosed
for filing is Pre-Effective Amendment No. 3 to the Registration Statement on
Form SB-2 (the "Amended Registration Statement"), including exhibits, marked
pursuant to Rule 472 under the Securities Act of 1933, as amended, to indicate
changes from Amendment No. 2 to the Registration Statement on Form SB-2 filed on
February 8, 2005.
The Amended Registration Statement is filed in response to the staff's
comment letter issued on February 10, 2005. To aid in your review, we have
repeated the staff's comments followed by the Company's responses and indicated
where the document has been revised in response to such comments.
LIQUIDITY MANAGEMENT - PAGE 65 / STATEMENT OF CASH FLOWS - PAGE F-5
-------------------------------------------------------------------
COMMENT NO. 1
WE NOTE YOUR REVISED DISCLOSURE OF LOANS DISBURSED AND LOAN PRINCIPAL
REPAYMENTS ON PAGE 71 OF THE PROSPECTUS. PLEASE SUPPLEMENTALLY PROVIDE US WITH A
ROLLFORWARD OF YOUR LOANS RECEIVABLE FOR ALL PERIODS PRESENTED ALONG WITH A
RECONCILIATION OF THIS ROLLFORWARD TO THE DISCLOSURE ON PAGE 71 AND TO YOUR
STATEMENT OF CASH FLOWS.
<PAGE> 2
U.S. Securities and Exchange Commission
February 14, 2005
Page 2
RESPONSE TO COMMENT NO. 1
As discussed with the Staff, the Company is unable, without undue
burden and expense, to determine gross originations and repayments of loans for
all periods. Accordingly, the Company has not provided the requested rollforward
for 2003. The primary reason for the Company's inability to generate this
information is that transactions that do not involve the disbursement of cash,
such as internal refinancings and the reclassification of construction loans to
permanent mortgage loans, cannot be distinguished in the accounting records from
transactions that do involve the disbursement of cash. Pursuant to discussions
with the Staff, the Company has revised the table on page 72 to omit disclosure
of gross loan originations and repayments for 2002 and 2003 and has added
disclosure about the Company's inability to generate this information, the
reasons why the Company is unable to generate this information and steps that
the Company intends to take in order to be able to generate this information for
future periods.
STATEMENT OF CASH FLOWS - PAGE F-5
----------------------------------
COMMENT NO. 2
PLEASE REVISE YOUR STATEMENTS OF CASH FLOWS SO THAT THE SUM OF THE
COMPONENTS OF CASH FLOWS FROM OPERATING, INVESTING AND FINANCING ACTIVITIES
EQUALS THE RESPECTIVE NET AMOUNT AS DISCLOSED IN YOUR STATEMENT. IN ADDITION,
PLEASE REVISE YOUR STATEMENT OF CASH FLOWS, IF NECESSARY, RELATED TO YOUR CASH
FLOW DATA FOR LOANS RECEIVABLE.
RESPONSE TO COMMENT NO. 2
As discussed with the Staff, errors in the production of the EDGAR
filing of Amendment No. 1 to the Registration Statement (which were carried
forward in Amendment No. 2) caused the cash flow statement that was included in
the EDGAR filing to differ from the actual cash flow statement of the Company,
which was included in the paper courtesy copies provided to the Staff. The EDGAR
version of the cash flow statement has been corrected in this filing so that it
corresponds to the paper version provided to the Staff.
COMMENT NO. 3
IF APPLICABLE, PLEASE INCLUDE A FOOTNOTE QUANTIFYING THE CHANGES TO THE
STATEMENT OF CASH FLOWS AND DESCRIBING THE REASONS FOR THESE CHANGES.
RESPONSE TO COMMENT NO. 3
Not applicable. See response to Comment No. 2.
<PAGE> 3
U.S. Securities and Exchange Commission
February 14, 2005
Page 3
GENERAL
-------
COMMENT NO. 4
IF APPLICABLE, PLEASE FILE AN UPDATED CONSENT FROM OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
RESPONSE TO COMMENT NO. 4
An updated consent is included with the filing.
* * * * *
Please stamp the enclosed copy of this letter to indicate the date of receipt
and return it in the enclosed envelope. If you have any questions concerning
this submission, please telephone Paul M. Aguggia or the undersigned at (202)
362-0840.
Very truly yours,
MULDOON MURPHY & AGUGGIA LLP
/s/ Aaron M. Kaslow
Aaron M. Kaslow, Esq.
Enclosures
cc: Peter D. Griffith
Gregory Dundas, Securities and Exchange Commission
Benjamin Phippen, Securities and Exchange Commission
Paul M. Aguggia, Esq.
Michael Brown, Esq.
<PAGE> 4
<TABLE>
<CAPTION>
LOAN ROLLFORWARD
----------------
BEGIN BAL LOANS DISB CAP INT OTHER CASH BALANCE
LOAN # TYPE 12/31/03 2004 & ESC NON CASH REPAY 9/30/04
------ ---- ------------ ------------- ----------- ----------- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
1010 LOANS 86,068,961 15,030,050 306,275 8,642,642 92,762,644
1011 MTG PURCH 66,111,822 0 10,565,074 55,546,748
1050 LOANS PART 2,145,758 1,836,599 309,160
1050-C LOANS SOLD (1,270,106) (975,685) (294,421)
1081 PREM LNS PUR 740,209 (142,129) 0 598,080
1210 SHARE LOANS 290,589 74,697 7,673 109,427 263,531
1215 COMM LOANS 971,467 5,471 74,394 902,545
1220 HIP LOANS 999,097 54,949 23,178 315,573 761,651
1240 ED LOANS 1,982,324 269,732 5,415 0 388,181 1,869,290
1250 SEC CONSUMER 525,030 8,334 129,054 404,310
1251 HOME EQ INSTAL LN 6,789,459 517,310 76,366 1,756,783 5,626,352
1255 UNSEC CONSUM 164,755 40,923 4,769 85,300 125,146
1256 EQ/LOC LOANS 1,018,583 108,637 0 136,728 990,492
1796 DEF LOAN EXP 620,245 (23,642) 0 596,603
2410 MTG LOANS IN PROCESS (503,376) (2,321,798) 0 (2,825,174)
2510 RES UNCOL INT (5,870) 4,371 0 (1,499)
2511 RES SERV BY US (15,596) 2,155 0 (13,441)
2532 RES LOSS --MTG (600,000) 0 0 (600,000)
2533 RES CONS & OTH (125,000) 0 0 (125,000)
2620 DISC LNS PURCH (218,132) 32,045 0 (186,087)
2640 DEF LN FEES (206,364) 2,959 0 (203,405)
9999 PROV/CHG OFF 0 0 0 (150,423) (150,423) 0
----------- ---------- ------- ---------- ---------- -----------
165,483,855 16,101,769 432,010 (2,596,462) 22,913,647 156,507,524
</TABLE>
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