Item 4.02Non-Reliance on Previously Issued Financial Statements or a Related Audit
Report or Completed Interim Review
On May 14, 2024, the audit committee of the Board of Directors of Mercer Bancorp, Inc. (the “Company”), after considering the recommendation of management and consulting with S. R. Snodgrass, P.C. (“Snodgrass”), the Company’s independent registered public accounting firm, concluded that the Company’s previously issued unaudited consolidated financial statements for the fiscal quarter ended December 31, 2023, as reported in the Company’s Quarterly Report on Form 10-Q for this period, should no longer be relied upon and will be restated (the “Restatement”).
Also, in connection with the Restatement, the Company has determined that there was a weakness in the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended).
The Restatement results from the recent discovery of unpaid and unaccrued invoices, for legal services provided during the three-month period ended December 31, 2023.
The principal effects of the Restatement are as follows:
| ● | an increase to legal expense of $20,659; |
| ● | a decrease to income tax expense of $4,338; |
| ● | an increase to accrued liabilities of $16,321; and |
| ● | a decrease to retained earnings of $16,321. |
The Company intends to file an amendment to its Quarterly Report on Form 10-Q for the quarter ended December 31, 2023 reflecting the necessary changes to its quarterly unaudited consolidated financial statements, as soon as practicable.
The Company has discussed with Snodgrass the matters related to the Restatement as disclosed in this Item 4.02.
Forward Looking Statements
Certain statements herein constitute 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 and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as “believes,” “will,” “expects,” “project,” “may,” “could,” “developments,” “strategic,” “launching,” “opportunities,” “anticipates,” “estimates,” “intends,” “plans,” “targets” and similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors. Factors that could cause such differences to exist include,