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1227 25th Street, N.W. 202-434-4660 www.joneswalker.com
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John J. Spidi Admitted in Massachusetts and the District of Columbia Direct Dial:
202-434-4670 |
May 7, 2015
VIA EDGAR
Michael Clampitt
Senior Staff Attorney
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Wells Financial Corp. | |
| Pre-Effective Amendment No. 2 to | ||
| Registration Statement on Form S-1 | ||
| File No. 333-202694 |
Dear Mr. Clampitt:
On behalf of the captioned Registrant, we are filing herewith Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (“Pre-Effective Amendment No. 2”). Pre-Effective Amendment No. 2 reflects the Registrant’s responses to the staff letter of comment, dated May 5, 2015. Pre-Effective Amendment No. 2 also reflects the determination to offer the shares at a 5% discount to 30-day trading average. For ease of reference, each of the comments contained in the staff letter of comment are set forth below followed by the Registrant’s responses thereto.
Selected Consolidated Financial and Other Data, page 29
| 1. | We note your response to comment 12. Please revise your selected consolidated financial and other data to include an Income tax expense line item for the periods presented. |
| An income tax expense line has been added to Selected Consolidated Financial and Other Data. |
Alabama ▪ Arizona ▪ California ▪ District of Columbia ▪ Florida ▪ Georgia ▪ Louisiana ▪ Mississippi ▪ New York ▪ Ohio ▪ Texas
Michael Clampitt
May 7, 2015
Page 2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Comparison of Operating Results for the Years Ended December 31, 2014 and 2013 – Income Tax Expense, page 46
| 2. | We note your response to comment 12 and your disclosure on page 46 related to the nature of the error and its impact on the resulting effective tax rates for 2013 and 2014. Please revise to quantify the impact of the income tax error on each period presented and discuss how you determined the error was not material. |
| The discussion has been expanded to quantify the impact of the error on each period presented and discuss how the error was determined not to be material. |
Notes to Consolidated Financial Statements
Note 10. Income Tax Matters, page F-33
| 3. | We note your response to comment 12 and your statutory tax rate reconciliation table on page F-33. Please tell us and revise to disclose if the Other line item includes the income tax error discussed on page 46 and revise to disclose its impact on the effective tax rates for 2013 and 2014. |
| The Other line included the reversal of the accrual which has been separately broken out in the table. A discussion of the impact on effective tax rates have also been added to the note. |
Please confirm that the foregoing is responsive to the Staff’s comments. Please contact the undersigned at the above number, Jim Stewart at (202) 434-4671 or James Marky at (202) 434-4388 if you have any questions or additional comments.
| Sincerely, | ||
| /s/ John J. Spidi | ||
| John J. Spidi |
Enclosures
| cc: | William Schroeder, Senior Assistant Chief Accountant |
Joshua Samples, Staff Attorney
Michael Volley, Staff Accountant
Division of Corporation Finance
James D. Moll, Interim President
Wells Financial Corp.
Timothy Peterson, President
St. James Federal Savings and Loan Association
Michael Clampitt
May 7, 2015
Page 3
Randy Johnson, CPA
Jon Schulte, CPA
McGladrey LLP
Robert Toma
Allan Jean
Sterne Agee & Leach, Inc.
Steve Johnson, Esq.
Elizabeth Sanberg, Esq.
Lindquist & Vennum LLP
Jennifer King, Esq.
Vedder Price P.C.