This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “assume,” “plan,” “seek,” “expect,” “will,” “may,” “should,” “indicate,” “would,” “contemplate,” “continue,” “potential,” “target” and words of similar meaning. These forward-looking statements include, but are not limited to:
· | statements of our goals, intentions and expectations; |
· | statements regarding our business plans, prospects, growth and operating strategies; |
· | statements regarding the quality of our loan and investment portfolios; and |
· | estimates of our risks and future costs and benefits. |
These forward-looking statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this Annual Report on Form 10-K.
The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:
· | conditions relating to the Coronavirus Disease 2019 (“COVID-19”) pandemic, including the severity and duration of the associated economic slowdown either nationally or in our market areas, that are worse than expected; |
· | general economic conditions, either nationally or in our market areas, that are worse than expected; |
· | changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; |
· | our ability to access cost-effective funding; |
· | fluctuations in real estate values and both residential and commercial real estate market conditions; |
· | demand for loans and deposits in our market area; |
· | our ability to implement and change our business strategies; |
· | competition among depository and other financial institutions; |
· | inflation and changes in the interest rate environment that reduce our margins and yields, our mortgage banking revenues, the fair value of financial instruments or our level of loan originations, or increase the level of defaults, losses and prepayments on loans we have made and make; |
· | adverse changes in the securities or secondary mortgage markets, including our ability to sell loans in the secondary market; |
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· | changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements; |
· | changes in the quality or composition of our loan or investment portfolios; |
· | technological changes that may be more difficult or expensive than expected; |
· | the inability of third-party providers to perform as expected; |
· | a failure or breach of our operational or security systems or infrastructure, including cyberattacks; |
· | our ability to manage market risk, credit risk and operational risk in the current economic environment; |
· | our ability to enter new markets successfully and capitalize on growth opportunities; |
· | our ability to successfully integrate into our operations any assets, liabilities, customers, systems and management personnel we may acquire and our ability to realize related revenue synergies and cost savings within expected time frames, and any goodwill charges related thereto; |
· | changes in consumer spending, borrowing and savings habits; |
· | changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission or the Public Company Accounting Oversight Board; |
· | our ability to retain key employees; |
· | our ability to control operating costs and expenses, including compensation expense associated with future equity allocated or awarded to our employees; and |
· | changes in the financial condition, results of operations or future prospects of issuers of securities that we own. |
Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements.
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Marathon Bancorp, Inc. (the “Company”), a Maryland corporation, was formed in December 2020 to serve as the mid-tier holding company for Marathon Bank (the “Bank”) upon the completion of the Bank’s mutual holding company reorganization and offering.
On April 14, 2021, the Bank completed its reorganization into the mutual holding company structure and the related stock offering of the Company, the Bank’s new holding company. As a result of the reorganization, the Bank became a wholly-owned subsidiary of the Company, the Company issued and sold 45.0% of its outstanding shares in its stock offering to the public, and the Company issued 55.0% of its outstanding shares to Marathon MHC, which is the Company’s mutual holding company. A total of 1,003,274 shares of common stock were sold in the stock offering to depositors of the Bank and other members of the public, including the Bank’s employee stock ownership plan at a price of $10.00 per share. A total of 1,226,223 shares of common stock were issued to Marathon MHC. A total of 2,229,497 shares of the Company’s common stock, was outstanding following the completion of the offering. Gross offering proceeds totaled $10.0 million. The Company’s common stock is quoted on the OTC Pink Marketplace under the trading symbol MBBC.
Marathon Bancorp, Inc., as the holding company of Marathon Bank, is authorized to pursue other business activities permitted by applicable laws and regulations for bank holding companies, which may include the acquisition of banking and financial services companies. The Company is subject to comprehensive regulation and examination by the Board of Governors of the Federal Reserve System ( the “Federal Reserve Board”) and the Wisconsin Department of Financial Institutions (the “WDFI”).
Our cash flow will depend on earnings from the investment of the net proceeds we retain, and any dividends received from Marathon Bank. Initially, Marathon Bancorp, Inc. will neither own nor lease any property, but will instead use the premises, equipment and furniture of Marathon Bank. At the present time, we intend to employ only persons who are officers of Marathon Bank to serve as officers of Marathon Bancorp, Inc. We will also use the support staff of Marathon Bank from time to time. These persons will not be separately compensated by Marathon Bancorp, Inc. Marathon Bancorp, Inc. may hire additional employees, as appropriate, to the extent it expands its business in the future.
As a result of the completed minority stock offering, the Company files interim, quarterly and annual reports with the Securities and Exchange Commission (the “SEC”). The SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers such as the Company that file electronically with the SEC. All filed SEC reports and interim filings can also be obtained from the Company’s website www.marathonbancorp.com on the “Investor Relations” page, without charge from the Company.
Marathon MHC was formed as a Wisconsin-chartered mutual holding company and will at all times own a majority of the outstanding shares of Marathon Bancorp, Inc.’s common stock. Persons who had membership rights in Marathon Bank as of the date of the reorganization will continue to have membership rights; however, these membership rights will be in Marathon MHC.
Marathon MHC’s principal assets are the common stock of Marathon Bancorp, Inc. it received in the reorganization and offering and $100,000 cash in initial capitalization, which was contributed by Marathon Bank. Presently, it is expected that the only business activity of Marathon MHC will be to own a majority of Marathon Bancorp, Inc.’s common stock. Marathon MHC will be authorized, however, to engage in any other business activities that are permissible for mutual holding companies under state and federal law, including investing in loans and securities. Marathon MHC is subject to comprehensive regulation and examination by the Federal Reserve Board and the WDFI.
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