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EX-13 - EXHIBIT 13 - Merchants & Marine Bancorp, Inc. | c98375exv13.htm |
EX-21 - EXHIBIT 21 - Merchants & Marine Bancorp, Inc. | c98375exv21.htm |
EX-32.1 - EXHIBIT 32.1 - Merchants & Marine Bancorp, Inc. | c98375exv32w1.htm |
EX-31.1 - EXHIBIT 31.1 - Merchants & Marine Bancorp, Inc. | c98375exv31w1.htm |
EX-32.2 - EXHIBIT 32.2 - Merchants & Marine Bancorp, Inc. | c98375exv32w2.htm |
EX-31.2 - EXHIBIT 31.2 - Merchants & Marine Bancorp, Inc. | c98375exv31w2.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2009
OR
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 000-53198
MERCHANTS & MARINE BANCORP, INC.
(Exact name of registrant as specified in charter)
Mississippi | 26-2498567 | |
(State or other jurisdiction | (I.R.S. Employer | |
of incorporation) | Identification No.) | |
3118 Pascagoula Street, Pascagoula, Mississippi | 39567 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (228) 762-3311
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Name of Exchange on which Registered | |
None | None |
Securities registered to Section 12(g) of the Act:
$2.50 Common Stock, Par Value
$2.50 Common Stock, Par Value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit and post such files).
Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
(Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best
of registrants knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of accelerated filer,
large accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company þ | |||
(Do not check if a smaller reporting company) |
Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes o No þ
State the aggregate market value of the voting and non-voting common equity held by non-affiliates
computed by reference to the price at which the common equity was last sold, or the average bid and
asked price of such common equity as of the last business day of the registrants most recently
completed second fiscal quarter: $43,963,960 as of June 30, 2009.
APPLICABLE ONLY TO CORPORATE REGISTRANTS
Indicate the number of shares outstanding of each of the registrants classes of common stock, as
of the latest practicable date: 1,330,338 shares of common stock as of March 24, 2010.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrants 2009 Annual Report to Shareholders are incorporated by reference
into Parts I and II of this Form
10-K, and portions of the registrants Proxy Statement for the
Annual Meeting of Shareholders to be held on April 1, 2010 are incorporated by reference into Part
III of this Form 10-K.
TABLE OF CONTENTS
Table of Contents
PART I
Item 1. | Business. |
Merchants & Marine Bancorp, Inc. (the Company) was incorporated under the laws of the State
of Mississippi on February 5, 2008. The purpose of the Company was to acquire all of the issued
and outstanding capital stock of Merchants & Marine Bank (the Bank) and act as a one-bank holding
company. On April 24, 2008, the Company acquired 100% of the capital stock of the Bank pursuant to
the terms of a plan of share exchange and agreement. As a result, the Bank became a wholly-owned
subsidiary of the Company.
All of the Companys banking business is conducted through the Bank, a state chartered bank
organized under the laws of the State of Mississippi. The Bank is a full service financial
institution offering a complete range of banking services to individuals, partnerships,
corporations and governmental agencies. At March 24, 2010, the Company employed approximately 144
full-time equivalent employees in its eleven offices. Most of the Companys customers reside
within Jackson and George Counties, Mississippi. Services offered by the Bank include checking
accounts, savings accounts, individual retirement accounts, certificates of deposit and personal,
commercial and mortgage loans.
The Bank also offers a variety of other services, including the direct deposit of government
checks, the sale of travelers checks, night deposit boxes, drive-up and remote teller facilities,
automated teller machines and safe deposit boxes.
The Company is not dependent on any single customer or small group of customers. The Company
has had longstanding relationships with a substantial number of its depositors and the Companys
management expects a general continuation of these relationships.
The Companys principal executive office is located at 3118 South Pascagoula Street,
Pascagoula, Mississippi, which is also the principal location of the Bank. The Company is located
in Jackson and George Counties, Mississippi, and has eleven facilities to serve the residents of
these areas.
The Company maintains Bank branch offices at the following locations to serve customers in
other areas of Jackson and George counties: 2600 Old Mobile Highway, Pascagoula; 1825 Market
Street, Pascagoula; 4619 Main Street, Moss Point; 2235 Highway 90, Gautier; 7616 Highway 613, Moss
Point; 2802 Bienville Boulevard, Ocean Springs; 16831 Highway 63, Moss Point; 21536 Highway 613,
Moss Point; 6416 North Washington Avenue, Ocean Springs; and 11283 Highway 63 South, Lucedale.
As of December 31, 2009, the Company had outstanding 1,330,338 shares of Common Stock held by
approximately 979 holders of record. Since its inception in 1932, the Bank has sought to allocate
the assets of the Bank back into the local communities that it serves. With this philosophy, the
Bank has shown steady growth and has been able to provide the shareholders a return through 242
consecutive quarterly dividends.
Jackson County is Mississippis largest industrial county. Our local industrial base includes
Northrop Grumman, Chevron Products Company, Mississippi Chemical Corporation, Signal International,
Halter Marine, Inc., and Mississippi Power Company. The economy of George County is primarily
dependent on agricultural (timber and cattle) and selected manufacturing industries. Workers have
moved into the Companys communities because of the close proximity to their work and the excellent
school systems in Jackson and George counties.
Financial and Statistical Information
The Companys audited consolidated financial statements, selected financial data, Managements
Discussion and Analysis of Financial Condition and Results of Operations and statistical
information required to be disclosed under Item 1 pursuant to Guide 3 contained in the Companys
Annual Report to Shareholders for the year ended December 31, 2009, filed as Exhibit 13 to
this Form 10-K (the 2009 Annual Report), are incorporated herein by reference.
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Regulation and Supervision
As a bank holding company, the Company is subject to regulation under the Bank Holding Company
Act (the BHC Act), and the regulations adopted by the Federal Reserve Board under the BHC Act.
The Company is required to file reports with, and is subject to examination by, the Federal Reserve
Board. The Bank is a Mississippi state chartered nonmember bank, and is therefore subject to the
supervision of, and is regularly examined by, the Mississippi Department of Banking and Consumer
Finance and the Federal Deposit Insurance Corporation (the FDIC).
Under the BHC Act, a bank holding company may not directly or indirectly acquire the ownership
or control of more than five percent of the voting shares or substantially all of the assets of any
company, including a bank, without the prior approval of the Federal Reserve Board. In addition,
bank holding companies are generally prohibited under the BHC Act from engaging in non-banking
activities, subject to certain exceptions. Under the BHC Act, the Federal Reserve Board is
authorized to approve the ownership by a bank holding company of shares of any company whose
activities have been determined by the Federal Reserve Board to be so closely related to banking or
to managing or controlling banks as to be a proper incident thereto.
In November, 1999, the Gramm-Leach-Bliley Act of 1999 (the GLB Act) became law. Under the
GLB Act, a financial holding company may engage in activities the Federal Reserve Board
determines to be financial in nature or incidental to such financial activity or complementary to a
financial activity and not a substantial risk to the safety and soundness of depository
institutions or the financial system. Generally, such companies may engage in a wide range of
securities activities and insurance underwriting and agency activities. The Company has not sought
financial holding company status.
A bank holding company is a legal entity separate and distinct from its subsidiary banks.
There are various legal limitations on the extent to which bank subsidiaries may extend credit, pay
dividends or otherwise supply funds to the holding company or its affiliates. In particular,
subsidiary banks are subject to certain restrictions imposed by Federal law on any extensions of
credit to the holding company or, with certain exceptions, other affiliates, on investments in
stock or other securities thereof and on the taking of such securities as collateral for loans to
borrowers. Such restrictions prevent the holding company or such other affiliates from borrowing
from the subsidiary bank unless the loans are secured by specified obligations. Further, such
secured loans by any subsidiary bank to any affiliate are limited in amount to 10% of such banks
capital stock and surplus; and the aggregate of all such loans to all affiliates is limited in
amount to 20% of such banks capital stock and surplus.
Under Federal Reserve Board policy, the Company is expected to act as a source of financial
strength to the Bank and, where required, to commit resources to support the Bank. Further, if the
Banks capital levels were to fall below minimum regulatory guidelines, the Bank would need to
develop a capital plan to increase its capital levels and the Company would be required to
guarantee the Banks compliance with the capital plan in order for such plan to be accepted by the
federal regulatory authority.
Under the cross guarantee provisions of the Federal Deposit Insurance Act (the FDI Act),
any FDIC-insured subsidiary of the Company, such as the Bank, could be liable for any loss incurred
by, or reasonably expected to be incurred by, the FDIC in connection with (i) the default of any
other FDIC-insured subsidiary also controlled by the Company or (ii) any assistance provided by the
FDIC to any FDIC-insured subsidiary of the Company in danger of default.
The Company has a compliance officer designated to make sure that the Company is in compliance
with state and federal laws.
Community Reinvestment Act
The Community Reinvestment Act requires that, in connection with examinations of financial
institutions within their respective jurisdictions, the federal bank regulatory agencies
responsible for evaluating the Company and the Bank evaluate the record of insured depository
institutions in meeting the credit needs of their local communities, including low and moderate
income neighborhoods, consistent with the safe and sound operation of
those institutions. These factors are also considered in evaluating mergers, acquisitions and
applications to open a branch of the Bank.
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Dividends
Under Title 81 of the Mississippi Code of 1972, approval of the Commissioner of Banking and
Consumer Finance is required for declaration of any dividends by the Bank to the Company.
Moreover, there are a number of federal and state banking policies and regulations that restrict
the Banks ability to pay dividends to the Company and the Companys ability to pay dividends to
its shareholders. In particular, because the Bank is a depository institution and its deposits are
insured by the FDIC, it may not pay dividends or distribute capital assets if it is in default on
any assessment due to the FDIC. Also, as described below, the Bank is subject to regulations which
impose certain minimum regulatory capital and minimum state law earnings requirements that affect
the amount of cash available for distribution to the Company. Lastly, under Federal Reserve Board
policy and regulations, the Company is required to maintain adequate regulatory capital, is
expected to serve as a source of financial strength to the Bank and to commit resources to support
the Bank. These policies and regulations may have the effect of reducing or eliminating the amount
of dividends that the Company will be able to declare and pay to its shareholders in the future.
FDICIA
Under the Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA), the
federal banking regulators have assigned each insured institution to one of five categories (well
capitalized, adequately capitalized or one of three under capitalized categories) based upon the
three measures of capital adequacy discussed below. All institutions, regardless of their capital
levels, are restricted from making any capital distribution or paying any management fees that
would cause the institution to fail to satisfy the minimum levels for any of its capital
requirements for adequately capitalized status.
The FDIC has issued final regulations that classify insured depository institutions by capital
levels and require the appropriate federal banking regulator to take prompt action to resolve the
problems of any insured institution that fails to satisfy the capital standards. Under such
regulations, a well capitalized bank is one that is not subject to any regulatory order or
directive to meet any specific capital level and that has or exceeds the following capital levels:
a total risk based capital ratio of 10%, a Tier 1 risk based capital ratio of 6%, and a leverage
ratio of 5%. The Bank currently meets the requirement for well capitalized.
An institution that fails to meet the minimum level for any relevant capital measure (an
undercapitalized institution) may be: (i) subject to increased monitoring by the appropriate
federal banking regulator; (ii) required to submit an acceptable capital restoration plan within 45
days (which must be guaranteed by the institutions holding company); (iii) subject to asset growth
limits; and (iv) required to obtain prior regulatory approval for acquisitions, branching and new
lines of businesses. The bank regulatory agencies have discretionary authority to reclassify a
well capitalized institution as adequately capitalized or to impose on an adequately
capitalized institution requirements or actions specified for undercapitalized institutions if the
agency determines that the institution is in an unsafe or unsound condition or is engaging in an
unsafe or unsound practice.
A significantly undercapitalized institution may be subject to a number of additional
requirements and restrictions, including (1) orders to sell sufficient voting stock to become
adequately capitalized, (2) requirements to reduce total assets and (3) cessation of receipt of
deposits from correspondent banks. Critically undercapitalized institutions are subject to the
appointment of a receiver or conservator.
Under FDICIA, bank regulatory agencies have prescribed safety and soundness guidelines for all
insured depository institutions relating to internal controls, information systems, internal audit
systems, loan documentation, credit underwriting, interest rate exposure, asset growth, asset
quality, earnings and compensation. The Bank is assessed quarterly at the rate of 1.25% of insured
deposits for deposit insurance. Management is not aware of any current recommendations by the
regulatory authorities which, if implemented, would have a material effect on the Banks liquidity,
capital resources or operations.
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Risk-Based Capital Requirements
The federal regulatory agencies have adopted risk-based capital guidelines for banks and bank
holding companies. These risk-based capital guidelines are designed to make regulatory capital
requirements more sensitive to differences in risk profiles among banks to account for off-balance
sheet exposure and to minimize disincentives for holding liquid and lower-risk assets. Assets and
off-balance sheet items are assigned to broad risk categories, each with appropriate weights. The
resulting capital ratios represent capital as a percentage of total risk-weighted assets and
off-balance sheet items. The ratios are minimums. The guidelines require all federally-regulated
banks to maintain a minimum risk-based total capital ratio of 8%, of which at least 4% must be Tier
I capital, as described below.
A banking organizations qualifying total capital consists of two components: Tier I, or
core capital, and Tier 2, or supplementary capital. Tier I capital is an amount equal to the
sum of: (1) common shareholders equity, including adjustments for any surplus or deficit; (2)
non-cumulative perpetual preferred stock; and (3) the companys minority interests in the equity
accounts of consolidated subsidiaries. With limited exceptions for goodwill arising from certain
supervisory acquisitions, intangible assets generally must be deducted from Tier I capital. Other
intangible assets may be included in an amount up to 25% of Tier I capital, so long as the asset is
capable of being separated and sold apart from the banking organization or the bulk of its assets.
Additionally, the market value of the asset must be established on an annual basis through an
identifiable stream of cash flows, and there must be a high degree of certainty that the asset will
hold this market value notwithstanding the future prospects of the banking organization. Finally,
the banking organization must demonstrate that a liquid market exists for the asset. Intangible
assets in excess of 25% of Tier I capital generally are deducted from a banking organizations
regulatory capital. At least 50% of the banking organizations total regulatory capital must
consist of Tier I capital.
Tier 2 capital is generally considered to be an amount equal to the sum of the following:
| the allowance for possible credit losses in an amount up to 1.25% of
risk-weighted assets; |
| cumulative perpetual preferred stock with an original maturity of 20 years or
more and related surplus; |
| hybrid capital instruments defined as instruments with characteristics of both
debt and equity, perpetual debt and mandatory convertible debt securities; and |
| in an amount up to 50% of Tier I capital, eligible term subordinated debt and
intermediate-term preferred stock with an original maturity of five years or more,
including related surplus. |
Investments in unconsolidated banking and finance subsidiaries, investments in securities
subsidiaries and reciprocal holdings of capital instruments must be deducted from capital. The
federal regulatory agencies may require other deductions on a case-by-case basis.
Under the risk-weighted capital guidelines, balance sheet assets and certain off-balance sheet
items like standby letters of credit are assigned to one of four risk-weight categories according
to the nature of the asset and its collateral or the identity of any obligor or guarantor. These
four categories are 0%, 20%, 50% or 100%. For example, cash is assigned to the 0% risk category,
while loans secured by one-to-four family residences are assigned to the 50% risk category. The
aggregate amount of assets and off-balance sheet items in each risk category is adjusted by the
risk-weight assigned to that category to determine weighted values, which are added together to
determine the total risk-weighted assets for the banking organization. Accordingly, an asset, like
a commercial loan, which is assigned to a 100% risk category, is included in risk-weighted assets
at its nominal face value, whereas a loan secured by a single-family home mortgage is included at
only 50% of its nominal face value. The application ratios are equal to capital, as determined,
divided by risk-weighted assets, as determined.
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Leverage Capital Requirements
The federal regulatory agencies have issued a final regulation requiring certain banking
organizations to maintain additional capital of 1% to 2% above a 3% minimum Tier I leverage capital
ratio equal to Tier I capital, less intangible assets, to total assets. In order for an institution
to operate at or near the minimum Tier I leverage
capital ratio of 3%, the banking regulators expect that the institution would have well-diversified
risk, no undue rate risk exposure, excellent asset quality, high liquidity and good earnings. In
general, the bank would have to be considered a strong banking organization, rated in the highest
category under the bank rating system and have no significant plans for expansion. Higher Tier I
leverage capital ratios of up to 5% will generally be required if all of the above characteristics
are not exhibited or if the institution is undertaking expansion, seeking to engage in new
activities or otherwise faces unusual or abnormal risks.
Institutions not in compliance with these regulations are expected to be operating in
compliance with a capital plan or agreement with that institutions federal bank regulator. If they
do not do so, they are deemed to be engaging in an unsafe and unsound practice and may be subject
to enforcement action. Failure to maintain a Tier I leverage capital ratio of at least 2% of assets
constitutes an unsafe and unsound practice and may result in enforcement action against an
institution justifying termination of that institutions FDIC insurance.
At December 31, 2009, the Banks Tier 1 risk-based capital, total risk-based capital and
leverage ratios were 20.1%, 19.1% and 11.5% respectively.
Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (Riegle-Neal)
authorized interstate acquisitions of banks and bank holding companies without geographic
limitation beginning on June 1, 1997. In addition, on that date, Riegle-Neal authorized a bank to
merge with a bank in another state as long as neither of the states has opted out of interstate
branching between the date of enactment of Riegle-Neal and May 1, 1997.
Federal Deposit Insurance Reform Act of 2005
The FDIC has adopted a risk-based assessment system for insured depository institutions that
takes into account the risks attributable to different categories and concentrations of assets and
liabilities. In early 2006, Congress passed the Federal Deposit Insurance Reform Act of 2005, which
made certain changes to the Federal deposit insurance program. These changes included merging the
Bank Insurance Fund and the Savings Association Insurance Fund, increasing retirement account
coverage to $250,000 and providing for inflationary adjustments to general coverage beginning in
2010, providing the FDIC with authority to set the funds reserve ratio within a specified range,
and requiring dividends to banks if the reserve ratio exceeds certain levels. The federal statute
grants banks an assessment credit based on their share of the assessment base on December 31, 1996,
and the amount of the credit can be used to reduce assessments in any year subject to certain
limitations.
The Emergency Economic Stabilization Act (EESA) of 2008
The EESA provides for a temporary increase in the basic limit on federal deposit insurance
coverage from $100,000 to $250,000 per depositor. This increased level of basic deposit insurance
limit is scheduled to return to $100,000 on December 31, 2013. In addition, on October 14, 2008,
the FDIC instituted a Temporary Liquidity Guarantee Program that provided for FDIC guarantees of
unsecured debt of depository institutions and certain holding companies and for temporary unlimited
FDIC coverage of non-interest bearing deposit transaction accounts. Institutions were automatically
covered, without cost, under these programs for 30 days (later extended until December 5, 2008);
however, after the specified deadline (December 5, 2008), institutions were required to opt-out of
these programs if they did not wish to participate and incur fees thereunder. The Company currently
participates in the transaction account guarantee program, which expires on June 30, 2010. Under
the transaction account guarantee program, an institution can provide full coverage on non-interest
bearing transaction accounts for an annual assessment of 10, 20 or 25 basis points, depending on
the institutions risk category, of any deposit amounts exceeding the $250,000 deposit insurance
limit, in addition to the normal risk-based assessment.
The PATRIOT Act of 2001
The President of the United States signed the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the Patriot Act), into law on
October 26, 2001. The Patriot Act established a wide variety of new and enhanced ways of combating
international terrorism. The provisions that affect banks (and other financial institutions) most
directly are contained in Title III of the act. In
general, Title III amended existing law primarily the Bank Secrecy Act to provide the Secretary
of U.S. Department of the Treasury and other departments and agencies of the federal government
with enhanced authority to identify, deter, and punish international money laundering and other
crimes.
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Among other things, the Patriot Act prohibits financial institutions from doing business with
foreign shell banks and requires increased due diligence for private banking transactions and
correspondent accounts for foreign banks. In addition, financial institutions will have to follow
new minimum verification of identity standards for all new accounts and will be permitted to share
information with law enforcement authorities under circumstances that were not previously
permitted. These and other provisions of the Patriot Act became effective at varying times and the
Treasury and various federal banking agencies are responsible for issuing regulations to implement
the law.
Future Regulation
The banking industry is generally subject to extensive regulatory oversight. The Company, as
a publicly held bank holding company, and the Bank, as a state-chartered bank with deposits insured
by the FDIC, are subject to a number of laws and regulations. Many of these laws and regulations
have undergone significant change in recent years. These laws and regulations impose restrictions
on activities, minimum capital requirements, lending and deposit restrictions and numerous other
requirements. Future changes to these laws and regulations, and other new financial services laws
and regulations, are likely and cannot be predicted with certainty. The United States Congress and
the President have proposed a number of new regulatory initiatives. Future legislative or
regulatory change, or changes in enforcement practices or court rulings, may have a dramatic and
potentially adverse impact on the Company and the Bank and other subsidiaries.
Monetary Policy
The Bank is affected by commercial bank credit policies of regulatory authorities, including
the Federal Reserve Board. An important function of the Federal Reserve Board is to regulate the
national supply of bank credit in order to attempt to combat recessionary and curb inflationary
pressures. Among the instruments of monetary policy used by the Federal Reserve Board to implement
these objectives are open market operations in U.S. Government securities, changes in discount
rates on member borrowings, changes in reserve requirements against bank deposits and limitations
on interest rates which member banks may pay on time and savings deposits. The monetary policies of
the Federal Reserve Board have had a significant effect on the operating results of all commercial
banks, whether nonmembers such as the Bank or members, in the past and are expected to continue to
do so in the future.
The Bank is a state chartered bank and comes under the supervision of the Mississippi
Department of Banking and Consumer Finance and the FDIC. The Bank is governed by the laws of the
state of Mississippi and federal banking laws under the FDIC and the Federal Reserve Act. The
Company is also regulated by other agencies including, but not limited to, the Internal Revenue
Service, Occupational Safety and Health Administration and the Department of Labor.
Competition
The Company, through its subsidiary bank, competes with national and state banks for deposits,
loans, and trust and other services.
The banking environment in Jackson and George Counties is highly competitive. Jackson County
has eight banks, one savings and loan association and six credit unions in the Companys immediate
market. George County has four banks and two credit unions in the Companys immediate market. The
Bank is the only locally owned independent bank in the Jackson County market. In Jackson County,
the Company competes with several large regional multi-bank holding company banks headquartered in
North Carolina, Alabama and Mississippi, along with three smaller Mississippi chartered banks that
have branches in the Companys market. The credit union market system is also very strong, with
both Navigator Credit Union, the credit union for Northrop Grumman, the states largest private
employer, and Keesler Federal Credit Union, one of the largest credit unions in the world, located
in the Companys market. In the latest market share information available from the FDIC, in June
of 2009, the Company had the second largest market share of all financial institutions in Jackson
County, with 21.72% of the Jackson County market. The market share in June 2009 for George County
was 8.86%.
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Given the competitive market place, the Company makes no predictions as to how its relative
position will change in the future.
Available Information
The Company maintains a website at www.mandmbank.com. The Company is subject to the reporting
requirements of the Exchange Act, and files an annual report on Form 10-K which also serves as the
Companys annual disclosure statement under applicable Securities and Exchange Commission (the
SEC) regulations, quarterly and current reports, proxy statements and other information with the
SEC. Our current SEC filings and accompanying exhibits may be inspected without charge at the
public reference facilities of the SEC located at 100 F Street, N. E., Washington, D.C. 20549. You
may obtain copies of this information at prescribed rates. The SEC also maintains a website that
contains reports, proxy statements, registration statements and other information. The SEC website
address is www.sec.gov. You may call the SEC at 1-800-SEC-0330 to obtain further information on the
operations of the public reference room. Additionally, the Company voluntarily will provide paper
copies of its filings, free of charge, upon request made to Royce Cumbest, President and Chief
Executive Officer, Merchants & Marine Bancorp, Inc., 3118 South Pascagoula Street, Pascagoula,
Mississippi 39567 (telephone: 228-762-3311).
Item IA. | Risk Factors. |
Negative developments in the financial services industry and U.S. and global credit markets
may adversely impact the Companys operations and results.
Negative developments throughout 2008 and into 2009 in the capital markets have resulted in
uncertainty in the financial markets in general with the expectation of the general economic
downturn will continue in 2010. Although the Federal Reserve has issued statements that economic
data suggests strongly that the recession ended in the latter half of 2009, the Company believes
that this difficult economic environment will continue at least into the first half of 2010, and
the Company expects that its results of operations will continue to be negatively impacted as a
result. There can be no assurance that the economic conditions that have adversely affected the
financial services industry, and the capital, credit and real estate markets generally or the
Company in particular, will improve, in which case the Company could continue to experience reduced
earnings and write-downs of assets, and could face capital and liquidity constraints or other
business challenges. Loan portfolio performances have deteriorated at many institutions resulting
from, amongst other factors, a weak economy and a decline in the value of the collateral supporting
their loans. The competition for the Companys deposits has increased significantly due to
liquidity concerns at many of these same institutions. Stock prices of bank holding companies, like
the Company, have been negatively affected by the current condition of the financial markets, as
has the Companys ability, if needed, to raise capital or borrow in the debt markets compared to
recent years.
The Companys loan portfolio includes a significant amount of real estate loans, including
construction and development loans, which loans have a greater credit risk than residential
mortgage loans.
As of December 31, 2009, approximately 68% of the Companys loans held for investment were
secured by real estate. Of this amount, approximately 49% were commercial real estate loans, 34%
were residential real estate loans, 16% were construction and development loans and 1% were other
real estate loans. In total, these loans make up approximately 88% of the Companys nonperforming
loans as of December 31, 2009. Construction and development lending is generally considered to
have relatively high credit risks because the principal is concentrated in a limited number of
loans with repayment dependent on the successful operation of the related real estate project.
Consequently, these loans are more sensitive to the current adverse conditions in the real estate
market or the general economy. Throughout 2009, the number of newly constructed homes or lots sold
in the Companys market area continued to decline, negatively affecting collateral values and
contributing to increased provision expense and higher levels of non-performing assets. A continued
reduction in residential real estate market prices and demand could result in further price
reductions in home and land values adversely affecting the value of collateral securing the
construction and development loans that the Company holds. These adverse economic and real estate
market conditions may lead to further increases in non-performing loans and other real estate
owned, increased charge offs from the disposition of non-performing assets, and increases in
provision for loan losses, all of which would negatively impact the Companys financial condition
and results of operations.
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The Company is geographically concentrated in Jackson and George Counties, Mississippi and its
surrounding counties and changes in local economic conditions could impact its profitability.
The Company operates primarily in Jackson and George counties and the surrounding counties and
substantially all of its loan customers and most of its deposit and other customers live or have
operations in this same geographic area. Accordingly, the Companys success significantly depends
upon the growth in population, income levels, and deposits in these areas, along with the continued
attraction of business ventures to the area, and its profitability is impacted by the changes in
general economic conditions in this market. Economic conditions in the Companys markets weakened
during 2009, negatively affecting the Companys operations, particularly the real estate
construction and development segment of the Companys loan portfolio. Additionally, unemployment
levels rose significantly in the Companys market areas in 2009 from 2008 levels. The Company
cannot assure you that economic conditions in its markets will improve during 2010 or thereafter,
and continued weak economic conditions in the Companys markets could reduce its growth rate,
affect the ability of its customers to repay their loans and generally affect the Companys
financial condition and results of operations.
The Company could sustain losses if its asset quality declines.
The Companys earnings are significantly affected by its ability to properly originate,
underwrite and service loans. The Company could sustain losses if it incorrectly assesses the
creditworthiness of its borrowers or fails to detect or respond to deterioration in asset quality
in a timely manner. Problems with asset quality could cause the Companys interest income and net
interest margin to decrease and its provisions for loan losses to increase, which could adversely
affect its results of operations and financial condition.
An inadequate allowance for loan losses would reduce the Companys earnings.
The risk of credit losses on loans varies with, among other things, general economic
conditions, the type of loan being made, the creditworthiness of the borrower over the term of the
loan and, in the case of a collateralized loan, the value and marketability of the collateral for
the loan. Management maintains an allowance for loan losses based upon, among other things,
historical experience, an evaluation of economic conditions and regular reviews of delinquencies
and loan portfolio quality. Based upon such factors, management makes various assumptions and
judgments about the ultimate collectibility of the loan portfolio and provides an allowance for
loan losses based upon a percentage of the outstanding balances and takes a charge against earnings
with respect to specific loans when their ultimate collectibility is considered questionable. If
managements assumptions and judgments prove to be incorrect and the allowance for loan losses is
inadequate to absorb losses, the Companys earnings and capital could be significantly and
adversely affected.
In addition, federal and state regulators periodically review the Companys loan portfolio and
may require it to increase its allowance for loan losses or recognize loan charge-offs. Their
conclusions about the quality of the Companys loan portfolio may be different than the Companys.
Any increase in the Companys allowance for loan losses or loan charge offs as required by these
regulatory agencies could have a negative effect on the Companys operating results. Moreover,
additions to the allowance may be necessary based on changes in economic and real estate market
conditions, new information regarding existing loans, identification of additional problem loans
and other factors, both within and outside of the Companys managements control. These additions
may require increased provision expense which would negatively impact the Companys results of
operations.
Liquidity needs could adversely affect the Companys results of operations and financial
condition.
The Company relies on dividends from the Bank as its primary source of funds. The Bank relies
on customer deposits and loan repayments as its primary source of funds. While scheduled loan
repayments are a relatively stable source of funds, they are subject to the ability of borrowers to
repay the loans. The ability of borrowers to repay loans can be adversely affected by a number of
factors, including changes in economic conditions, adverse trends or events affecting business
industry groups, reductions in real estate values or markets, business closings or lay-offs,
inclement weather, natural disasters and international instability. Additionally, deposit levels
may be affected by a number of factors, including rates paid by competitors, general interest rate
levels, returns available to customers on alternative investments and general economic conditions.
Accordingly, the Bank may be required from time to time to rely on secondary sources of liquidity
to meet withdrawal demands or otherwise fund operations. Such sources include federal funds lines
of credit from corresponding banks. While the
Company believes that these sources are currently adequate, there can be no assurance they will be
sufficient to meet future liquidity demands.
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Competition from financial institutions and other financial service providers may adversely
affect the Companys profitability.
The banking business is highly competitive and the Company experiences competition in each of
its markets from many other financial institutions. The Company competes with commercial banks,
credit unions, savings and loan associations, mortgage banking firms, consumer finance companies,
securities brokerage firms, insurance companies, money market funds, and other mutual funds, as
well as other community banks and super-regional and national financial institutions that operate
offices in the Companys primary market areas and elsewhere. Many of the Companys competitors are
well-established, larger financial institutions that have greater resources and lending limits and
a lower cost of funds than the Company has.
The Company competes with these other financial institutions both in attracting deposits and
in making loans. In addition, the Company has to attract its customer base from other existing
financial institutions and from new residents. This competition has made it more difficult for the
Company to make new loans and at times has forced the Company to offer higher deposit rates. Price
competition for loans and deposits might result in the Company earning less interest on its loans
and paying more interest on its deposits, which reduces the Companys net interest income. The
Companys profitability depends upon its continued ability to successfully compete with an array of
financial institutions in its market areas.
The Companys key management personnel may leave at any time.
The Companys future success depends to a significant extent on the continued service of its
key management personnel, especially Royce Cumbest, its President and Chief Executive Officer. The
Company does not have employment agreements with any of its personnel and can provide no assurance
that it will be able to retain any of its key officers and employees or attract and retain
qualified personnel in the future.
The Company, as well as the Bank, operates in a highly regulated environment and is supervised
and examined by various federal and state regulatory agencies who may adversely affect the
Companys ability to conduct business.
The Mississippi Department of Banking and Consumer Finance and the Board of Governors of the
Federal Reserve supervise and examine the Bank and the Company, respectively. Because the Banks
deposits are federally insured, the FDIC also regulates its activities. These and other regulatory
agencies impose certain regulations and restrictions on the Bank, including:
| explicit standards as to capital and financial condition; |
||
| limitations on the permissible types, amounts and extensions of credit and investments; |
||
| restrictions on permissible non-banking activities; and |
||
| restrictions on dividend payments. |
Federal and state regulatory agencies have extensive discretion and power to prevent or remedy
unsafe or unsound practices or violations of law by banks and bank holding companies. As a result,
the Company must expend significant time and expense to assure that it is in compliance with
regulatory requirements and agency practices.
The Company, as well as the Bank, also undergoes periodic examinations by one or more
regulatory agencies. Following such examinations, the Company or the Bank may be required, among
other things, to make additional provisions to its allowance for loan loss or to restrict its
operations. These actions would result from the regulators judgments based on information
available to them at the time of their examination. The Banks operations are also governed by a
wide variety of state and federal consumer protection laws and regulations. These federal and state
regulatory restrictions limit the manner in which the Company and the Bank may conduct business and
obtain financing. These laws and regulations can and do change significantly from time to time and
many changes are currently proposed by Congress and the President. Any such change could adversely
affect the Companys results of operations.
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Legislative and regulatory initiatives that were enacted in response to the financial crisis
are beginning to wind down.
The U.S. federal, state and foreign governments have taken various actions in an attempt to
deal with the worldwide financial crisis that began in the second half of 2008 and the severe
decline in the global economy. Some of these programs are beginning to expire and the impact of the
wind down on the financial sector and on the economic recovery is unknown. In the United States,
EESA was enacted on October 3, 2008 and the American Recovery and Reinvestment Act of 2009 was
enacted on February 17, 2009. The Transaction Account Guarantee portion of the FDICs Temporary
Liquidity Guarantee Program, which guarantees noninterest bearing bank transaction accounts on an
unlimited basis, is scheduled to continue until June 30, 2010.
National or state legislation or regulation may increase the Companys expenses and reduce
earnings.
Federal bank regulators are increasing regulatory scrutiny, and additional restrictions on
financial institutions have been proposed by regulators and by Congress. Changes in tax law,
federal legislation, regulation or policies, such as bankruptcy laws, deposit insurance, consumer
protection laws, and capital requirements, among others, can result in significant increases in the
Companys expenses and/or charge-offs, which may adversely affect its earnings. Changes in state or
federal tax laws or regulations can have a similar impact. Furthermore, financial institution
regulatory agencies are expected to continue to be very aggressive in responding to concerns and
trends identified in examinations, including the continued issuance of additional formal or
informal enforcement or supervisory actions. These actions, whether formal or informal, could
result in the Companys agreeing to limitations or to take actions that limit its operational
flexibility, restrict its growth or increase its capital or liquidity levels. Failure to comply
with any formal or informal regulatory restrictions, including informal supervisory actions, could
lead to further regulatory enforcement actions. Negative developments in the financial services
industry and the impact of recently enacted or new legislation in response to those developments
could negatively impact the Companys operations by restricting its business operations, including
its ability to originate or sell loans, and adversely impact its financial performance. In
addition, industry, legislative or regulatory developments may cause the Company to materially
change its existing strategic direction, capital strategies, compensation or operating plans.
The Companys Common Stock is thinly traded, and recent prices may not reflect the prices at
which the stock would trade in an active trading market.
The Companys Common Stock is not traded through an organized exchange, but rather is traded
in individually-arranged transactions between buyers and sellers. Therefore, recent prices may not
necessarily reflect the actual value of the Companys Common Stock. A shareholders ability to sell
the shares of Company Common Stock in a timely manner may be substantially limited by the lack of a
trading market for the Common Stock.
An investment in the Companys Common Stock is not an insured deposit.
The Companys Common Stock is not a bank deposit and, therefore, is not insured against loss
by the FDIC, any other deposit insurance fund or by any other public or private entity. Investment
in the Companys Common Stock is inherently risky for the reasons described in this Risk Factors
section and elsewhere in this report and is subject to the same market forces that affect the price
of common stock in any company. As a result, if you acquire the Companys stock, you could lose
some or all of your investment.
Item 1B. | Unresolved Staff Comments. |
Inapplicable.
Item 2. | Properties. |
(a) Company Facilities. At December 31, 2009, the Company premises consisted of a main office
and ten branches of the Bank, all within or surrounding the cities of Pascagoula, Moss Point,
Gautier and Ocean Springs (Jackson County, Mississippi) and Lucedale (George County, Mississippi).
The Company owns all properties on which the Company and Bank premises are maintained. For
additional information, see Note 4 Property and Equipment to the Financial Statements included on
page 17 in the Companys 2009 Annual Report filed as Exhibit 13 hereto.
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The Companys operating properties are more fully described as follows:
(1) Main Office. A new 40,000 square foot two story building is located on
approximately three acres, near the center of the business district in the City of Pascagoula.
Construction began on the facility in 2005 and was completed in early 2007. The doors were opened
for business on March 5, 2007. The new office is a full service bank, houses the computer center,
operations, and administrative offices. It has two ATMs.
(2) Market Street Branch. A free-standing one-story masonry building located at
1825 Market Street, in the City of Pascagoula. The building was constructed in 1956 and extensive
renovations were done in 2008. The branch offers drive-up facilities, as well as an ATM.
(3) Gautier Branch. A contemporary one-story masonry, steel and glass building
located on approximately 1.8 acres on the south side of U.S. Highway 90 east of Ladnier Road in the
City of Gautier. It is located approximately three-quarters of a mile from a shopping mall on the
north side of Highway 90. The branch, which was built in 1972, was enlarged during 1980, at which
time drive-up teller lanes and expanded parking areas were added to the facility. The branch
offers full banking services and two ATMs.
(4) Moss Point Branch. A two-story 7,000 square foot masonry building located at 4619
Main Street, Moss Point. The building was constructed in the 1970s. The Company acquired the
building and property in 2003 and extensive renovations were done to the first floor. The branch
offers full banking services, drive-up facilities and an ATM.
(5) Escatawpa Branch. Located on approximately one acre near the intersection of the
east side of State Highway 613 and the west side of Elder Street in the community of Escatawpa.
The physical address of this branch is 7616 Highway 613, Moss Point. The property was acquired by
the Company in 1972 and a full-service bank was opened at this location during mid-1982. The
branch offers drive-up facilities, as well as an ATM.
(6) Bel-Air Branch. A free-standing one-story masonry building located at 2600 Old
Mobile Highway, within the Bel-Air Shopping Center in the City of Pascagoula. Previously leased,
this property was acquired in 1983. The branch offers drive-up facilities, as well as an ATM.
(7) Wade Branch. A free-standing one-story lap sided building containing
approximately 1,900 square feet, together with drive-up teller facilities and an ATM. The branch
offers limited banking services at this time. This branch is located at 16831 Highway 613, Moss
Point and is located in the Wade Community.
(8) Ocean Springs Branch. A free-standing one story masonry building located on 2.3
acres of land at 2802 Bienville Boulevard, Ocean Springs. Construction of this facility was
completed, and operation of the branch began, in August 1994. The branch offers full banking
services, drive-up teller facilities and an ATM.
(9) Hurley Branch. A free-standing one story masonry building located at 21536
Highway 63, Moss Point and is located in the Hurley Community. Construction on this facility began
in 2007 and was completed in 2008. The branch offers full banking services, drive-up facilities
and an ATM.
(10) St. Martin Branch. A free-standing one-story masonry building located on 1 acre
of land at 6416 North Washington Avenue, Ocean Springs. Construction of the facility was
completed, and operation of the branch began, in February 2000. The branch offers full banking
services, drive-up teller facilities and an ATM.
(11) Lucedale Branch. A free-standing one-story masonry building located on 0.90
acres of land located at 11283 Highway 63 South, Lucedale. The branch was purchased from Union
Planters Bank, National Association in June 2001, and operation of the branch began in June 2001.
The branch offers full banking services, drive-up teller facilities and an ATM.
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In addition to the foregoing branches, the Company has ATMs and night depositories in various
locations in Jackson County.
(b) Other Real Estate. The only non-banking properties presently owned by the Company are
properties acquired from time to time in connection with the foreclosure of loans and seven plus
acres located adjacent to the St. Martin branch.
Item 3. | Legal Proceedings. |
Other than ordinary routine litigation incidental to the business of the Company, there are no
pending legal proceedings with respect to the Company as of the date hereof.
Item 4. | Reserved. |
PART II
Item 5. | Market For Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities. |
At December 31, 2009, the Companys authorized capital stock consisted of 5,000,000 shares of
Common Stock, par value $2.50 per share, of which 1,330,388 were issued and outstanding. The
Common Stock is not traded on an exchange nor is there a known active trading market. As of
December 31, 2009, the Common Stock of the Company was held of record by 973 stockholders. Based
solely on information made available to the Company from a limited number of buyers and sellers,
the Company believes that the following table sets forth the quarterly range of sales prices for
the Companys stock during the years 2009 and 2008.
Stock Prices
2009 | High | Low | ||||||
1st Quarter |
$ | 40.00 | $ | 40.00 | ||||
2nd Quarter |
42.00 | 40.00 | ||||||
3rd Quarter |
41.00 | 40.00 | ||||||
4th Quarter |
41.00 | 40.00 |
2008 | High | Low | ||||||
1st Quarter |
$ | 40.00 | $ | 38.00 | ||||
2nd Quarter |
40.00 | 36.00 | ||||||
3rd Quarter |
40.00 | 40.00 | ||||||
4th Quarter |
40.00 | 38.00 |
During each quarter of 2009 and 2008, cash dividends on Common Stock were paid as follows.
2009 | 2008 | |||||||
1st Quarter |
$ | 0.25 | $ | 0.25 | ||||
2nd Quarter |
0.30 | 0.30 | ||||||
3rd Quarter |
0.25 | 0.25 | ||||||
4th Quarter |
0.55 | 0.55 | ||||||
Total |
$ | 1.35 | $ | 1.35 | ||||
Although no assurances can be given, the Company anticipates that cash dividends on shares of
the Companys Common Stock will continue to be paid during 2010, subject to the discretion of the
Board of Directors.
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Item 6. | Selected Financial Data. |
Information required by this item is included under the captions Summary of Operations and
Financial Highlights in the Companys 2009 Annual Report filed as Exhibit 13 hereto, incorporated
herein by reference.
Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations. |
Information required by this item is included under the caption Managements Discussion and
Analysis of Financial Condition and Results of Operations in the Companys 2009 Annual Report
filed as Exhibit 13 hereto, incorporated herein by reference.
Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. |
Information required by this item is included under the heading Quantitative and Qualitative
Disclosures About Market Risk under the caption Managements Discussion and Analysis of Financial
Condition and Results of Operations in the Companys 2009 Annual Report filed as Exhibit 13
hereto, incorporated herein by reference. A table providing information about the Companys
financial instruments that are sensitive to changes in interest rates as of December 31, 2009, is
included as Table 14 under the caption Managements Discussion and Analysis of Financial Condition
and Results of Operations in the Companys 2009 Annual Report filed as Exhibit 13 hereto,
incorporated herein by reference.
Item 8. | Financial Statements and Supplementary Data. |
Information required by this item is incorporated herein by reference to pages 3 to 31 of the
Companys 2009 Annual Report filed as Exhibit 13 hereto, incorporated herein by reference.
Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. |
None.
Item 9A(T). | Controls and Procedures. |
The Company maintains disclosure controls and procedures, as defined in Rules 13a-15(e) and
15d-15(e) promulgated under the Exchange Act, that are designed to ensure that information required
to be disclosed in the reports that the Company files or submits under the Exchange Act is
recorded, processed, summarized, and reported within the time periods specified in the Securities
and Exchange Commissions rules and forms and that such information is accumulated and communicated
to the Companys management, including its Chief Executive Officer and its Executive Vice
President, who serves as the Companys principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure. The Chief Executive Officer and Executive Vice President
of the Company carried out an evaluation of the effectiveness of the design and operation of the
Companys disclosure controls and procedures as of the end of the period covered by this report.
Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer
and Executive Vice President concluded that the Companys disclosure controls and procedures were
effective as of the end of the period covered by this report. It should be noted that any system
of controls, however well designed and operated, can provide only reasonable, and not absolute,
assurance that the objectives of the system are met. In addition, the design of any control system
is based in part upon certain assumptions about the likelihood of future events. Because of these
and other inherent limitations of control systems, there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions, regardless of how
remote.
Changes in Internal Control Over Financial Reporting
There were no changes in the Companys internal control over financial reporting during the
fourth quarter of 2009 that have materially affected, or are reasonably likely to materially
affect, the Companys internal control over financial reporting.
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Managements Report On Internal Control Over Financial Reporting
The management of Merchants & Marine Bancorp, Inc. is responsible for establishing and
maintaining adequate internal control over financial reporting. This internal control system was
designed to provide reasonable assurance to the companys management and board of directors
regarding the preparation and fair presentation of published financial statements.
All internal control systems, no matter how well designed, have inherent limitations.
Therefore, even those systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation.
Merchants & Marine Bancorp, Inc. management assessed the effectiveness of the companys
internal control over financial reporting as of December 31, 2009. In making this assessment, it
used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control-Integrated Framework. Based on our assessment, we believe that, as of
December 31, 2009, the companys internal control over financial reporting is effective based on
those criteria.
This annual report does not include an attestation report of the companys registered public
accounting firm regarding internal control over financial reporting. Managements report was not
subject to attestation by the companys registered public accounting firm pursuant to temporary
rules of the Securities and Exchange Commission that permit the company to provide only
managements report in this annual report.
Item 9B. | Other Information. |
Inapplicable.
PART III
Item 10. | Directors, Executive Officers and Corporate Governance. |
Certain information required by this item with respect to directors is set forth below:
Director Qualifications
The information describing the current position and prior business experience of each of the
nominees and continuing directors below contains information regarding the persons service as a
director, public reporting company director positions held currently or at any time during the last
five years and the experiences, qualifications, attributes or skills that caused the Board of
Directors to determine that the person should serve as a director for the Company.
Royce Cumbest (59) Mr. Cumbest, in addition to serving as the Chairman of the Board,
President and Chief Executive Officer of the Company, serves on the Boards of Directors of
Mississippi Export Railroad Company, Inc., First National Bankers Bankshares, Inc. and Mississippi
National Bankers Bank. His extensive banking experience and his experience managing the day to
day operations of the Companys business provide the Board with knowledge and insight into the
Companys operations. Additionally, his active involvement with the Company provides the Board
with invaluable institutional knowledge and a comprehensive understanding of the Companys mission.
Frank J. Hammond, Jr. (56) Mr. Hammond is a member of Watkins & Eager, PLLC in Jackson,
Mississippi. He has degrees in accounting, law and a Master of Laws in Taxation. Mr. Hammond has
practiced law for over thirty years in Pascagoula and Jackson, Mississippi and has represented a
broad array of corporations and individuals with an emphasis on banking, business and estate
planning. He is able to contribute to the Board through the breadth and depth of his experience in
a broad range of business, legal and regulatory matters.
Paul H. (Hal) Moore, Jr., M.D. (58) Along with practicing medicine, Dr. Moore serves as
president of Singing River Radiology Group. This combination provides a unique perspective to the
Board concerning responsibility for a small business and insight to the local medical community.
Furthermore, Dr. Moore serves as
secretary/treasurer of the Singing River Medical Staff and as president of the Singing River
Medical Society both providing knowledge of the health care industry locally and beyond. As a
47-year resident of the community, Dr. Moore is engaged with local government currently serving as
a member of the Pascagoulas strategic planning committee.
15
Table of Contents
Lynda J. Gautier (66) Ms. Gautiers over 40 years of being a Certified Public Accountant in
Pascagoula, the principal office of the Company, with clients also in Mobile, Alabama, has enabled
her to draw on her financial and tax accounting background as well as long time business and social
relationships of the area. Her financial knowledge and skill add to her ability to serve as
chairperson of the Companys audit committee.
John F. Grafe (66) Mr. Grafe is an experienced business leader. His business relationships
with a significant number of the Companys clients and target clients offer valuable insight to the
Board. He has served on various boards in Jackson County including the Singing River Hospital,
YMCA, and Moss Point Redevelopment. After retiring from his business, Grafe Auto Company, Mr.
Grafe worked as a consultant with the Company until December 31, 2008.
Gerald St. Pe (70) Prior to forming St. Pe and Associates, LLC, a private investment
company, Jerry St. Pe served 40 years in senior management and corporate executive assignments
with both Litton Industries and Northrop Grumman Corporation, two of the nations largest defense
contractors. He retired from Northrop Grumman, after serving 16 years as President and Chief
Operating Officer of Northrop Grumman Ship Systems (formally Litton Ship Systems), the nations
largest designer and builder of naval vessels with $2 billion in annual sales and 12,000 employees.
He also served as corporate officer of both Litton Industries and Northrop Grumman, with
responsibility for the overall operations and management of the companys shipbuilding business,
including marketing, strategic planning, production, financial performance, and compliance with
Federal and state regulatory agencies. Through his service on the Board of The Southern Company,
one of the countrys largest utility companies, Mr. St. Pe has 25 years of experience in the area
of corporate governance, having served on both the compensation and governance committees of The
Southern Company. Mr. St. Pe currently serves as Chairman of the Mississippi Gaming Commission
which provides oversight of Mississippis 29 casinos.
Scott B. Lemon (45) Mr. Lemon is an insurance agent with Lemon-Mohler Insurance Agency and
has extensive experience in the field of insurance and manufacturing. His business relationships
with a significant number of clients in the service area offer valuable insight to the Board. Mr.
Lemon served as an Advisory Member of the Board from July 31, 2007, and became a Director of the
Company in April 2009.
Diann M. Payne (52) For the past ten years, Ms. Payne has served as the executive director
of the Jackson County Civic Action. She was in the banking industry as a bank examiner for the
FDIC and later an Analyst for a financial institution. Her experience as a bank examiner and an
Analyst offer valuable insight to the Board. She began her career in nonprofit work as finance
director in 1984, and served as fiscal officer for thirteen years. Ms. Payne served as an
Advisory Member of the Board from July 31, 2007, and became a Director of the Company in April
2009.
Thomas B. Van Antwerp (59) Mr. Van Antwerp has a diverse background in the business world
having held various high level management positions in the newspaper industry and the field of
philanthropy. In addition, he was president of his own staffing firm in Atlanta, Georgia where he
was responsible for the financial, marketing and human resource functions of this company. Mr. Van
Antwerp served as a director of EnergySouth, a publicly traded gas distribution company, from 1993
until its sale in 2008. During his tenure on that board he served on the executive, governance and
audit committees and he was chairman of the compensation and planning committee. His business
experience and service on multiple directorships provide valuable insight to the Board. He is
currently the sole trustee of a charitable foundation and responsible for all investment and
distribution decisions of the foundation. He is currently the executive director of the Providence
Hospital Foundation.
Julius A. (Jay) Willis, Jr., D.M.D. (57) Dr. Willis practices dentistry at Willis and Parker
Family Dentistry P.A. A lifelong resident of Pascagoula, Dr. Willis offers valuable business
experience from his many years as a small businessman and owner of a successful dental practice and
from his service as an involved civic leader in various capacities. He has many years of service
as a member and president of the local school board of the Pascagoula Municipal Separate School
District, guiding the districts operations including a successful bond issue campaign and the
construction of two new high schools for Jackson County. His leadership experience
includes participation as a member of the boards of directors of the local Chamber of
Commerce, the United Way, the Regional YMCA, the Gulf Coast Community Foundation, and serving also
as President of the Coast Dental Society and the University of Mississippi School of Dentistry
Alumni Association.
16
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Information concerning the executive officers of the Company required by Item 401 is included
under the caption Executive Officers of the Companys Proxy Statement for the Annual Meeting of
Shareholders to be held on April 1, 2010, incorporated herein by reference. Information concerning
the directors and executive officers of the Company and information required by Items 405 and 407
of Regulation S-K are included under the headings Board Committees and Code of Ethics, under
the caption Corporate Governance and under the heading Section 16(a) Beneficial Ownership
Reporting Compliance under the caption Stock Ownership of the Companys Proxy Statement for the
Annual Meeting of Shareholders to be held on April 1, 2010, incorporated herein by reference.
Item 11. | Executive Compensation. |
Information required by this item is included under the caption Executive Compensation in
the Companys Proxy Statement for the Annual Meeting of Shareholders to be held on April 1, 2010,
incorporated herein by reference.
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
Information required by this item is included under the heading Security Ownership of Certain
Beneficial Owners and Management under the caption Stock Ownership of the Companys Proxy
Statement for the Annual Meeting of Shareholders to be held on April 1, 2010, incorporated herein
by reference.
The Company does not have any compensation plans under which it authorizes shares of Common
Stock for issuance.
Item 13. | Certain Relationships and Related Transactions, and Director Independence. |
Information required by this item is included under the headings Certain Transactions and
Director Independence under the caption Corporate Governance in the Companys Proxy Statement
for the Annual Meeting of Shareholders to be held on April 1, 2010, incorporated herein by
reference.
Item 14. | Principal Accounting Fees and Services. |
Information required by this item is included under the caption Relationship with Principal
Accountants in the Companys Proxy Statement for the Annual Meeting of Shareholders to be held on
April 1, 2010, incorporated herein by reference.
PART IV
Item 15. | Exhibits, Financial Statement Schedules. |
(a)(1) Financial Statements. See Item 8.
(a)(2) Financial Statement Schedules. Inapplicable.
(a)(3) Exhibits. See Index to Exhibits.
17
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
MERCHANTS & MARINE BANCORP, INC. |
||||
March 26, 2010 | By: | /s/ Royce Cumbest | ||
Royce Cumbest | ||||
Chairman of the Board, President and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant in the capacities and on the
dates indicated.
Signature | Title | Date | ||
/s/ Royce Cumbest
|
Chairman of the Board,
President and Chief Executive Officer (Principal Executive Officer) |
March 26, 2010 | ||
/s/ Frank J. Hammond, III
|
Director | March 26, 2010 | ||
/s/ Lynda J. Gautier
|
Director | March 26, 2010 | ||
/s/ Paul H. Moore, Jr., M.D.
|
Director | March 26, 2010 | ||
/s/ Scott B. Lemon
|
Director | March 26, 2010 | ||
/s Gerald J. St. Pe
|
Director | March 26 2010 | ||
/s/ Thomas B. Van Antwerp
|
Director | March 26, 2010 | ||
/s/ John F. Grafe
|
Director | March 26, 2010 | ||
/s/ Julius A. Willis, Jr., DMD
|
Director | March 26, 2010 | ||
/s/ Diann M. Payne
|
Director | March 26, 2010 | ||
/s/ Elise Bourgeois
|
Cashier
Acting Principal Financial and Accounting Officer |
March 26, 2010 |
18
Table of Contents
INDEX TO EXHIBITS
2.1 | The Agreement and Plan of Share Exchange by and between Merchants & Marine Bancorp, Inc. and
Merchants & Marine Bank, dated February 2, 2008, is incorporated by reference from Exhibit 2.1
of the Companys Form 8-K 12g3 filed on April 29, 2008. |
||||
2.2 | The Articles of Share Exchange by and between Merchants & Marine Bancorp, Inc. and Merchants
& Marine Bank, dated February 5, 2008, is incorporated by reference from Exhibit 2.2 of the
Companys Form 8-K 12g3 filed on April 29, 2008. |
||||
3.1 | The Articles of Incorporation of the Company are incorporated by reference from Exhibit 3.1
of the Companys Form 8-K 12g3 filed on April 29, 2008. |
||||
3.2 | The Bylaws of the Company are incorporated by reference from Exhibit 3.2 of the Companys
Form 8-K 12g3 filed on April 29, 2008. |
||||
4 | Specimen Common Stock Certificate is incorporated by reference from Exhibit 4 of the
Companys Form 10-K filed on March 20, 2009. |
||||
10 | Director Deferred Compensation Plan is incorporated by reference from Exhibit 10 of the
Companys Form 10-K filed on March 20, 2009.* |
||||
13 | Selected portions of the Companys 2009 Annual Report for the year ended December 31, 2009. |
||||
21 | Subsidiaries of Merchants & Marine Bancorp, Inc. |
||||
31.1 | Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
||||
31.2 | Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
||||
32.1 | Certification of principal executive officer pursuant to 18 U.S.C. Section 1350, as created
by Section 906 of the Sarbanes-Oxley Act of 2002. |
||||
32.2 | Certificate of principal financial officer pursuant to 18 U.S.C. Section 1350, as created by
Section 906 of the Sarbanes-Oxley Act of 2002. |
||||
* | Management
compensatory plan or arrangement. |
19