United States securities and exchange commission logo
April 8, 2023
Barry Parmiter
Chief Executive Officer
Mercer Bancorp, Inc.
1100 Irmscher Blvd
Celina, Ohio 45822
Re: Mercer Bancorp,
Inc.
Registration
Statement on Form S-1
Filed March 10,
2023
File No. 333-270445
Dear Barry Parmiter:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
General
1. In light of recent
market events and activities within the banking sector, please revise your
disclosures in the
Business, Risk Factors, Management s Discussion and Analysis and
Quantitative and
Qualitative Disclosures about Market Risk sections, where appropriate,
to address any material
impact these events and activities have had on your financial
condition, operations,
customer base, liquidity, capital position and risk profile. For
example, consider the
need to further expand your discussion of interest rate risk and
asset/liability
management policies and discuss any changes management has undertaken
in response to the
recent events. If available, consider supplementing your qualitative
disclosure with
additional quantitative details in order for an investor to understand
changes to your
liquidity position, activities, trends and market driven impacts as of a
Barry Parmiter
FirstName LastNameBarry Parmiter
Mercer Bancorp, Inc.
Comapany
April NameMercer Bancorp, Inc.
8, 2023
April 28, 2023 Page 2
Page
FirstName LastName
more recent date.
2. We note from your risk factor on page 20 that your business is subject
to cybersecurity
risks. To the extent cybersecurity risks are material to your
business, please disclose the
nature of the board s role in overseeing your cybersecurity risk
management, the manner
in which the board administers this oversight function and any effect
this has on the
board s leadership structure.
3. We note your disclosure in several sections of the prospectus stating
that you "began
implementing an indirect automobile lending program." Please revise
your disclosure to
address any material risks related to the implementation of this new
program in the risk
factors section, briefly describe the program in your business
section, and describe any
material regulations applicable to you as a result of opening this
program.
4. Please provide us with supplemental copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
have presented or expect to present to potential investors in reliance
on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain,
copies of those
communications. Please contact Robert Arzonetti at (202) 551-8819 to
discuss how to
submit the materials, if any, to us for our review.
Cover Page
5. We note that you are making the subscription offer to eligible
depositors. Please disclose
on the cover page the minimum balance required to be eligible to
participate in the offer,
if any, or state that no minimum balance is required.
Risk Factors, page 13
6. We note your disclosure that approximately 25% of your loans are
agricultural real estate
loans and 62.6% of your loans are one- to four- family residential
mortgages in Darke
County, which is one of the top agricultural producers in Ohio. Please
consider adding a
separately captioned risk factor to describe material risks to
investors given your
dependence on agricultural land loans and home mortgages in the
geographical area
dependent on agriculture.
7. Based on your disclosure on page 62, it appears that as of of December
31, 2022
approximately 58% of your loans due after December 31, 2023 were
adjustable rate
loans. Please add a separately captioned risk factor addressing
material risks to investors
resulting from high concentration in adjustable rate loans or advise.
We have a high concentration of loans secured by real estate in our market
area, page 13
8. Please disclose whether your local market area has experienced any
material declines in
real estate values during the last year or a material increase in the
number of foreclosures.
Fluctuations in market interest rates could reduce our profits and asset
values, page 15
Barry Parmiter
FirstName LastNameBarry Parmiter
Mercer Bancorp, Inc.
Comapany
April NameMercer Bancorp, Inc.
8, 2023
April 38, 2023 Page 3
Page
FirstName LastName
9. We note your disclosure here and in several other sections of the
prospectus that you have
"attempted to sell conforming, fixed-rate residential mortgages ... to
help limit [your]
interest rate risk exposure and generate fee income." Please clarify
the following:
disclose if these attempts are part of your management of market
risk strategy as
described on page 54,
clearly state here if you were successful in this attempt to sell
conforming, fixed-rate
residential mortgages, and if so, quantify the number or
percentage of mortgages
sold, and
clarify if you sold more mortgages in addition to the the ones
described on page 66
where you state that "[d]uring the years ended September 30, 2022
and 2021, [you]
sold one- to four-family residential real estate loans of $2.5
million and $3.3 million,
respectively, and recorded gains on sale of loans of $52,600 and
$99,800,
respectively."
Management
Business Background of Our Directors and Executive Officers, page 88
10. Please revise the business background information for Messrs. Boley
and Keiser to detail
their business experience in the last five years, including specific
positions held and
names of organizations/corporations, in which such occupations and
employment were
carried out. Refer to Item 401(e)(1) of Regulation S-K.
Executive Compensation, page 91
11. Please include a short description of the compensation included in the
bonus and all other
compensation columns of the summary compensation table.
Employment Stock Ownership Plan, page 93
12. We note your disclosure here that you intend "to adopt an employee
stock ownership plan,
effective January 1, 2023." Please update your disclosure to reflect
the most recent date.
If you have already adopted the stock ownership plan, please revise
your disclosure to
describe its material terms and file the plan as an exhibit to the
registration statement, or
advise.
The Conversion and Stock Offering, page 98
13. We note that the affirmative vote of a majority of the total votes
eligible to be cast by the
members of Mercer Savings Bank is required to approve the plan of
conversion and the
establishment and funding of the charitable foundation. Please
disclose when you plan to
conduct these votes, how the timing of the votes relates to the timing
of the effectiveness
of the registration statement, and how you will conduct the votes (for
example, by proxy
statement). Please also briefly describe what types of matters
currently require member
approval under "Effect on Voting Rights of Members" on page 100.
Barry Parmiter
Mercer Bancorp, Inc.
April 8, 2023
Page 4
Determination of Share Price and Number of Shares to be Issued, page 100
14. Please briefly summarize the primary differences between you and the peer
group used by
FinPro Capital Advisors, Inc. in the valuation analysis and the reasons
for the downward
adjustments made for financial condition, balance sheet growth, market
area, and
liquidity, as discussed on page 102. In addition, please disclose what
companies are
included in the peer group.
Description of Capital Stock of Mercer Bancorp, page 125
15. Consistent with your risk factor disclosure on page 24, please briefly
discuss the
exclusive forum provision contained in Article 12 of the articles of
incorporation.
Financial Statements of Mercer Savings Bank, page F-1
16. Please revise to label as Unaudited the columns in financial statements
related to each of
the unaudited periods presented, as well as unaudited information
presented in each of the
footnotes to clearly distinguish between audited and unaudited financial
information.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact John Spitz at (202) 551-3484 or Amit Pande at (202)
551-3423 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Robert Arzonetti at (202) 551-8819 or Tonya Aldave at (202) 551-3601
with any other
questions.
Sincerely,
FirstName LastNameBarry Parmiter
Division of
Corporation Finance
Comapany NameMercer Bancorp, Inc.
Office of Finance
April 8, 2023 Page 4
cc: Elizabeth Cook, Esq.
FirstName LastName