VIA EDGAR
April 27, 2012
Ms. Kathryn McHale
Staff Attorney
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | MSB Financial Corp. | |
| Form 10-K | ||
| Filed September 28, 2011 | ||
| Definitive Proxy Statement on Schedule 14A | ||
| Filed October 14, 2011 | ||
| Form 10-Q for Fiscal Quarter Ended December 31, 2011 | ||
| Filed February 14, 2012 | ||
| File No. 001-33246 |
Dear Ms. McHale:
On behalf of MSB Financial Corp. (the “Company”), set forth below are the responses of the Company to the comments contained in the Staff’s letter of comment, dated April 18, 2012. For ease of reference, each comment is reproduced below followed by the Company’s response.
Form 10-Q
| 1. | We note that the footnotes to your financial statements for the quarter ending December 31, 2011 are not in XBRL format as required by Rule 101 of Regulation S-T. Please amend your 10-Q to comply with this requirement. |
Based on your telephone conversation on April 20, 2012 with Joan S. Guilfoyle, Esq. of the firm Spidi & Fisch, PC, our securities counsel, we understand that the Commission will not be requiring the Company to file an amendment to its Form 10-Q to correct the XBRL exhibits to the Form 10-Q which inadvertently omitted the notes to the financial statements. We hereby undertake to include complete XBRL exhibits in future filings.
Ms. Kathryn McHale
Staff Attorney
April 27, 2012
Page 2
In addition, we have instituted an additional level of review in the XBRL process so as to help ensure these types of errors do not occur.
Definitive Proxy Statement on Schedule 14A
Related Party Transactions, page 14
| 2 | In future filings, please undertake to provide the disclosure required by Item 404(a) and Instruction (4)(c) thereto and Item 404(d) regarding any loans to related parties that were not made at the same interest rates prevailing at the time for comparable loans with persons not related to you. Please, supplementally, provide this disclosure to the staff for your fiscal year ended June 2011. |
We hereby undertake to provide the disclosure required by Item 404(a) and Instruction (4)(c) thereto and Item 404 (d) regarding any loans to related parties that were not made at the same interest rates prevailing at the time for comparable loans with persons not related to us. Please see Exhibit A to this letter for the requisite disclosure for the year ended June 30, 2011.
* * * * *
We hereby acknowledge that:
| • | the Company is responsible for the adequacy and accuracy of the disclosure in the filings; |
| • | 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 comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please contact the undersigned at (908) 458-4002 or our attorney, Joan S. Guilfoyle, Esq. at (202) 434-4660.
| Sincerely | ||
| /s/ Michael A. Shriner | ||
| Michael A. Shriner |
EXHIBIT A
| Amount of | ||||||
| Principal | ||||||
| Largest Amt. | Current | Paid | ||||
| Net | Outstanding During | Balance | During the Fiscal | |||
| Name of Related | Nature of | Interest | Fiscal Year ended | As of | Year-ended | Secured or |
| Person | Relationship | Rate | 6/30/2011 | 4/24/2012 | 6/30/2011 | Not Secured |
| William Scott Gallaway | Director | 3.750% | 192,413.74 | 0.00 | 4,491.68 | secured |
| William Scott Gallaway | Director | 2.750% | 259,324.32 | 0.00 | 0.00 | secured |
| Gary Jolliffe | Director and past CEO & President | 5.000% | 308,607.52 | 182,128.97 | 20,960.29 | secured |
| Albert Olsen | Director | 2.750% | 180,429.32 | 172,655.48 | 4,165.55 | secured |
| Albert Olsen | Director | 2.750% | 124,972.40 | 122,200.00 | 12,510.69 | secured |
| Fred Rossi | Director | 2.750% | 0.00 | 0.00 | 0.00 | secured |
| Michael Shriner | Director and current CEO & President | 4.500% | 230,000.00 | 219,191.42 | 1,624.18 | secured |
| Susan Schumann | VP & Security Officer | 2.750% | 26,895.82 | 10,732.59 | 11,546.69 | secured |