February 4, 2005
Mail Stop 0408
By U.S. Mail and Facsimile to (202) 966-9409
Peter D. Griffith
President and Chief Executive Officer
FedFirst Financial Corporation
Donner at Sixth Street
Monessen, Pennsylvania 15062
Re: FedFirst Financial Corporation
Amendment No. 1 to Form SB-2, filed January 27, 2005
File No. 333-121405
Dear Mr. Griffith:
We have reviewed your amendment and have the following
comments. Where indicated, we think you should revise your
document
in response to these comments. If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary. Please be as detailed as necessary in your
explanation. In some of our comments, 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.
The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing. We welcome any questions
you
may have about our comments or on any other aspect of our review.
Feel free to call us at the telephone numbers listed at the end of
this letter.
Reason for the Offering - page 6
1. At the bottom of page 6, please disclose the dollar amount of
core
capital and the amount to be qualified as "well capitalized."
Use of Proceeds - page 21
2. Disclose that you are in the early stages of selecting a site
for
a new branch. Disclose the estimated amount to open a new branch.
If you have no estimate, so state and disclose the range of costs
to
open other branches.
Analysis and Determination of the Allowance for Loan Losses -
pages
61 & 62
3. We note your revised disclosure on page 62 in response to our
prior comment 23 that during 2003 you applied the same loss
factors
to purchased residential and multi-family loans as you applied to
your originated loans. Please revise to disclose the following:
* The reasons it is difficult for you to assess the future
performance of these loans;
* The significant factors and characteristics of the purchased
residential and multi-family loans that you determined were
similar
to your originated loans when deciding to apply the same loss
factors; and
* The impact, if any, on the unallocated portion of your
allowance,
in light of the difficulty in assessing the future performance of
these loans.
Liquidity Management - page 65
4. We note your supplemental response to our prior comment 24 that
you are unable, without undue burden and expense, to calculate
gross
loan originations for a particular period. In light of the
reporting
requirements of Thrift Financial Report`s Schedule CF and the
significance of an investor`s consideration of loan origination
volume, please revise to separately quantify the gross cash flows
for
originations and principal repayments of loans receivable for each
period presented. Please supplementally tell us the amount of
loan
originations and principal repayments that you have provided to
OTS
per the reporting requirements mentioned above for each of the
last
two years. If you have received any waivers or concessions of
disclosure requirements with respect to this disclosure item,
please
supplementally tell us the date and terms of the waiver.
5. Please revise to describe and quantify changes in your funding
mix
(i.e. deposits, advances, other borrowings) and relative cost of
funding and any expected changes to the mix in the future.
Directors` Compensation - page 72
6. We note your response to prior comment 26, but it does not
appear
that the amount of the insurance premiums paid by the company have
been included in the disclosure. Please revise.
Change in Accountants - Page 109
7. We note your revised disclosure in response to prior comment
31.
As you engaged a new independent auditor to audit your 2002 and
2003
financial statements, we believe that Parente Randolph was
dismissed
or resigned as your principal independent accountant. . Please
revise to specifically state that Parente Randolph was dismissed
or
resigned and the date thereof. Provide an updated letter from
Parente Randolph stating whether it agrees with the statements
made
and, if not, stating the respects in which it does not agree.
8. We note your supplemental responses to our prior comments 32
and
33. As the prohibited non-audit services were performed during
the
2004 audit period we do not consider Parente Randolph to be
independent in relation to the 2004 year end audit.
* * *
Closing Comments
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
You may contact Benjamin Phippen, Staff Accountant, at (202)
824-2906 or Joyce Sweeney, Senior Accountant at (202) 942-1939 if
you
have questions regarding comments on the financial statements and
related matters. Please contact Gregory Dundas at (202) 942-2932
or
me at (202) 942-2889 with any other questions.
Sincerely,
William Friar
Senior Financial Analyst
cc: Paul M. Aguggia, Esq.
Aaron M. Kaslow, Esq.
Muldoon Murphy Faucette & Aguggia LLP
5101 Wisconsin Avenue, N.W.
Washington, D.C. 20016
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FedFirst Financial Corporation
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