April 13, 2006
Mail-Stop 4561
Via facsimile and U.S. Mail
Mr. Kenneth A. Martinek
President and Chief Executive Officer
Northeast Community Bancorp, Inc.
325 Hamilton Avenue
White Plains, New York 10601
Re: Northeast Community Bancorp, Inc.
Forms S-1
Filed March 17, 2006
File No. 333-132543
Dear Mr. Martinek:
We have reviewed your filing 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 look forward to working
with you in these respects. 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.
Form S-1
Prospectus Cover Page
1. Revise the second sentence of the third paragraph after the
bullets to indicate that funds will be refunded if the offering is
extended beyond the first extension date and subscribers do not
affirmatively reconfirm their subscription.
Prospectus Summary
Our Operating Strategy, page 2
2. With regard to bullets 3, 4 and 7, revise the narrative
immediately after the bullets to indicate, if true, there are no
specific plans, arrangements or understanding regarding adding new
branches or making any acquisitions. If there are such plans,
arrangements or understandings, please describe in detail here and
on
page 28. With regard to aggressive marketing for certificates of
deposit, revise to indicate whether broker CD`s will be pursued.
Possible Change in the Offering Range, page 6
3. Revise to delete the phrase, "...give all subscribers the
opportunity to modify or rescind.." and instead state, "return all
funds unless subscribers are affirmatively resolicited"
Equity Incentive Plan, page 9
4. Revise to indicate whether the Company intends to request a
waiver
( on number of votes required)or disclose what factors may result
in
the Company requesting a waiver.
Risk Factors
We may not be able to successfully implement our plans for growth,
page 18
5. Revise to indicate if you expect to incur any costs associated
with the expansion plans during the next 12 months. If so, revise
to
indicate the anticipated amount of expenditures during the next 12
months and for what purpose. In this regard, we note the statement
on
page 28, second full paragraph, that there are plans for new
branches
and other offices.
Northeast Community Bancorp, MHC`s majority control ...., page 22
6. Revise this risk factor to disclose those voting areas whereby
the
MHC will not be able to control the vote as disclosed on page 94
under the "Effect on Voting Rights of Members". In addition,
reconcile by added narrative the existing statement that
stockholders
will not be able to force a merger or second step conversion with
the
statement on page 94 that the MHC will not be able to control the
vote for merger, sale or second step conversions.
Selected Financial and Other Data, page 25
7. Please revise to include your selected quarterly financial
data.
Refer to Item 302 of Regulation S-K.
Management`s Discussion and Analysis, page 44
Growth Through Expansion, page 47
8. Revise this section or another portion of your management`s
discussion to discuss, in detail, your plans to expand your
franchise. In particular, use this opportunity to discuss the
costs,
expected start-up losses and growth projections for your new
branch
network. We note your disclosure on page 18 and 28 regarding
plans
to open new branches, including an expansion into Pennsylvania.
Results of Operations for the Years Ended December 31,
2005...2003,
page 56
9. In the risk factors section you discuss the risks posed by the
flattening of the yield curve and the effects upon your operating
results. Please revise this section to provide additional
discussion
of the flattening yield curve, its effects upon your results and
management`s view of how this trend would influence results if it
continues.
How We Determined the Offering Range ... , page 107
10. Revise the second bullet to add a cross-reference to a
discussion
of the parameters used by RP to determine "deemed comparable" or
indicate herein.
11. Revise the second set of bullets to use those ranges disclosed
in
RP`s report on page 3.3.
Financial Statements of Northeast Community Bank
Note 1 - Summary of Significant Accounting Policies, page F-7
12. We note your disclosure on page F-8 that you use a straight-
line
method to amortize deferred loan fees and discounts on loans and
mortgage-back securities and that this method is not materially
different from the level yield method. Please tell us how you
determined that the difference which results from your use of the
straight-line method compared to the level yield method was not
material for each of the periods presented.
Exhibit 5.1
13. The opinion indicates 5,957,250 shares while the max offering
is
5,951,250. Please revise and refile or advise as to how these
differing amounts are reconciled.
Exhibits 23.2 and 23.3
14. We note that the consent from Sperry, Cuono, Holgate &
Churchill,
CPA`s P.C. refers to their audit report dated February 23, 2006.
The
independent auditors` report on page F-2 is dated February 23,
2005.
Please file a revised consent to address this date discrepancy.
15. Please include updated consents from your independent
accountants
when you file your next pre-effective amendment.
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 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.
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.
Any questions regarding the accounting comments may be
directed
to Nancy Maloney (202) 551-3427 or Joyce Sweeney at (202) 551-
3449.
All other questions may be directed to Michael Clampitt at (202)
551-
3434 or to me at (202) 551-3419.
Sincerely,
Christian N. Windsor
Special Counsel
Cc: Christina M. Gattuso, Esq.
Muldoon, Murphy & Aguggia LLP
5101 Wisconsin Avenue, NW
Washington, DC 20016
(202) 362-0840
Mr. K.A. Martinek
Northeast Community Bancorp, Inc.
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