FALSE000087963500008796352024-07-242024-07-24

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):  July 24, 2024
MID PENN BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
Pennsylvania1-1367725-1666413
(State or Other Jurisdiction of
Incorporation or Organization)
(Commission File Number)
(I.R.S. Employer
Identification Number)
2407 Park Drive
Harrisburg, Pennsylvania
1.866.642.7736
17110
(Address of Principal Executive Offices)
(Registrant’s telephone number, including area code)
(Zip Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, $1.00 par value per shareMPB
The NASDAQ Stock Market LLC
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b) )
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4( c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


MID PENN BANCORP, INC.
CURRENT REPORT ON FORM 8-K
ITEM 2.02    RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On July 24, 2024, Mid Penn Bancorp, Inc. (the "Corporation") issued a press release discussing its financial results for the quarter ended June 30, 2024.  A copy of the Corporation’s press release dated July 24, 2024 is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

ITEM 5.02     DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On July 22, 2024, Mid Penn Bank, the wholly-owned bank subsidiary of Mid Penn Bancorp, Inc., announced the appointment of Jeffrey Wolff, CPA, as Chief Accounting Officer and Senior Vice President. Mr. Wolff, age 56, has over 24 years of accounting experience and, prior to that, served in the United States Marine Corps. Mr. Wolff most recently held the position of Director of Close and Consolidation for Santander Bank (Wyomissing, Pennsylvania) from May 2015 to July 2024. Prior to his time with Santander Bank, Mr. Wolff served as Controller of SP Industries, Inc. (Warminster, Pennsylvania) from September 2013 to May 2015. A certified public accountant, Mr. Wolff is a graduate of Villanova University where he received a Bachelor of Science in Accounting.
In connection with his appointment, Mr. Wolff will receive an annual base salary of $215,000, will be provided a $30,000 signing bonus in the form of a forgivable note after one month of employment, and be eligible to participate in Mid Penn Bank's incentive, retirement and benefit plans as made available to similarly situated employees.
There are no family relationships between Mr. Wolff and any director, executive officer or any person nominated or chosen by Mid Penn Bancorp., Inc. to become a director or executive officer. No information is required to be disclosed with respect to Mr. Wolff pursuant to Item 404(a) of Regulation S-K.
ITEM 8.01    OTHER EVENTS
Additionally, on July 24, 2024, the Corporation announced that its Board of Directors declared a quarterly cash dividend of $0.20 per common share payable on August 26, 2024 to shareholders of record as of August 9, 2024.
ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS
(d)Exhibits.
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MID PENN BANCORP, INC.
(Registrant)
Date: July 24, 2024
By:/s/ Rory G. Ritrievi
Rory G. Ritrievi
President and Chief Executive Officer


Exhibit 99.1
PRESS RELEASE
Mid Penn Bancorp, Inc.
2407 Park Drive
Harrisburg, PA 17110
1-866-642-7736
CONTACTS
Rory G. Ritrievi
Chair, President & Chief Executive Officer
Justin T. Webb
Chief Financial Officer
MID PENN BANCORP, INC. REPORTS SECOND QUARTER EARNINGS BEAT
AND DECLARES 55TH CONSECUTIVE QUARTERLY DIVIDEND

July 24, 2024 – Harrisburg, PA – Mid Penn Bancorp, Inc. (NASDAQ: MPB) ("Mid Penn"), the parent company of Mid Penn Bank (the "Bank") and MPB Financial Services, LLC, today reported net income available to common shareholders ("earnings") for the quarter ended June 30, 2024, of $11.8 million, or $0.71 per diluted common share, compared to net income of $4.8 million, or $0.29 per diluted common share, for the second quarter of 2023 and consensus estimate of $0.60 per diluted common share.

Key Highlights of the Second Quarter of 2024:

•Net income available to common shareholders increased 143.4% to $11.8 million, or $0.71 per diluted common share, for the second quarter of 2024, compared to net income of $4.8 million, or $0.29 per diluted common share, for the second quarter of 2023. Net income for the six months ended June 30, 2024, increased 48.82% to $23.9 million, or $1.44 per diluted common share, compared to $16.1 million for the six months ended June 30, 2023, or $1.00 per diluted common share.

•Loan growth for the second quarter of 2024 was $47.1 million, or 4.4% (annualized), as the Bank continued to execute on its restrained growth strategy in 2024. Total loans increased $330.1 million, or 8.18%, compared to the second quarter of 2023.

•Deposits increased $122.6 million, or 11.3% (annualized), during the second quarter of 2024, compared to $32.9 million, or 3.0% (annualized), during the first quarter of 2024. The increase was driven by a $112.1 million increase in interest bearing accounts, and a $47.7 million increase in time deposits.

•Net interest margin increased to 3.12% for the quarter ended June 30, 2024, compared to 2.97% for the first quarter of 2024. Cost of funds held steady at 2.74%, compared to 2.71% for the first quarter of 2024, as the Bank continued to experience strong core deposit growth.

•Book value per common share improved to $33.76 for the quarter ended June 30, 2024, compared to $33.26 and $31.74 for the periods ended March 31, 2024 and June 30, 2023, respectively. Tangible book value per common share improved to $25.75 for the quarter ended June 30, 2024, compared to $25.23 and $23.62 for the periods ended March 31, 2024 and June 30, 2023, respectively. (1)

•Nonperforming assets decreased $5.1 million, or 33%, compared to the first quarter of 2024. The decrease was primarily due to the sale of one foreclosed property, which resulted in a loss on sale of approximately $26 thousand.

•The Board of Directors declared a cash dividend of $0.20 per common share, payable August 26, 2024, to shareholders of record as of August 9, 2024.


(1) Non-GAAP financial measure. Refer to the calculation on the section titled “Reconciliation of Non-GAAP Measures” at the end of this document.
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“We are pleased to announce the results of our second quarter, detailed within this earnings release, as they are virtually in lockstep with what we have been signaling over the last nine months. That signal has included restrained loan growth, a focus on core deposit growth and a restraint on noninterest expenses,” Chair, President and CEO Rory G. Ritrievi said. “Within this second quarter, our organic loan growth annualized to 4.4%, which is substantially less than the typical double-digit organic loan growth we have experienced in most of our 15+ years together. Through the first six months of 2024, the organic loan growth rate is just over 5% annualized, which falls right at the level we had signaled coming into the year.”

Ritrievi continued, “In organic deposit growth, the second quarter exceeded expectations. Within the quarter, we grew deposits on an annualized basis of over 11%, which puts us at over 7% annualized growth through the first six months of the year. Again, this is right in line with our plan. Core deposit growth has always been a calling card of Mid Penn over our 15 years together and it is great to see that back on track after a challenging 2023. The combination of restrained loan growth and significant core deposit growth helped us to not only stabilize but also grow our net interest margin within the quarter. That is the first such quarterly growth in that metric since rates began to escalate and the interest rate curve became inverted in 2022.”

“From a noninterest expense standpoint, we decreased our level of expenses within the second quarter at a rate of approximately 4% annualized. Our second quarter 2024 expense run rate was lower than it was in each of the previous four quarters, a great sign for efficiency ratio improvement," Ritrievi added. "The best part of the quarter, however, was our continued strength in asset (loan) quality. Non performing assets decreased 33% within the quarter while our net charge off ratio improved to 0.002% and the coverage ratio improved to 353%. All great signs heading into the last six months of the year.”

Ritrievi concluded, "With all of that in mind, the Board has authorized a quarterly cash dividend of $0.20 per share of common stock, which was declared at its meeting on July 24, 2024, payable on August 26, 2024, to shareholders of record as of August 9, 2024, which we feel allows us to meaningfully share our success while retaining enough profitability to bolster capital ratios and continue to navigate this difficult operating environment."


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Net Interest Income
For the three months ended June 30, 2024, net interest income was $38.8 million compared to net interest income of $36.5 million for the three months ended March 31, 2024, and $36.4 million for the three months ended June 30, 2023. The tax-equivalent net interest margin for the three months ended June 30, 2024 was 3.12% compared to 2.98% and 3.31% for the first quarter of 2024, and second quarter of 2023, respectively, representing a 15 basis point ("bp") increase to the first quarter of 2024, and a 17 bp decrease compared to the same period in 2023.
The yield on interest-earning assets increased to 5.69% for the quarter ended June 30, 2024, from 5.51% for the three months ended March 31, 2024, and 5.08% for the three months ended June 30, 2023. These increases were due to assets continuing to reprice at higher rates during the second quarter of 2024, continued discipline on new loan pricing, and an increase in Fed funds sold.
For the six months ended June 30, 2024, net interest income increased 3.8% to $75.2 million compared to net interest income for the same period of 2023.

Average Balances

Average loans increased $59.5 million to $4.4 billion for the quarter ended June 30, 2024, compared to $4.3 billion for the quarter ended March 31, 2024, and $3.8 billion for the quarter ended June 30, 2023. Loan growth for the second quarter of 2024 was $47.1 million, or 4.4% (annualized) as the Bank continued to execute on its restrained growth strategy in 2024.

Average deposits were $4.5 billion for the second quarter of 2024, reflecting an increase of $139.6 million, or 3.2%, compared to total average deposits of $4.3 billion in the first quarter of 2024, and an increase of $394.1 million, or 9.7%, compared to total average deposits of $4.1 billion for the second quarter of 2023. Average balances were impacted by the acquisition of Brunswick Bancorp in the second quarter of 2023. The average cost of deposits was 2.57% for the second quarter of 2024, representing a 12 bp increase and an 79 bp increase from the first quarter of 2024 and the second quarter of 2023, respectively. The Bank continues to face headwinds with respect to deposit pricing, given increased interest rates and competition for deposits across all product types. Our primary focus with respect to deposit strategy is stability, ensuring that our rates are competitive, and our product mix satisfies the needs of our customers. Additionally, Mid Penn also maintains interest rate swaps to hedge the cash flows associated with existing brokered CDs to mitigate the impact of rising deposit costs. Cost of funds held steady at 2.74%, compared to 2.71% for the first quarter of 2024, as the Bank continued to experience strong deposit growth.

Deposits increased $122.6 million, or 11.3% (annualized) to $4.5 billion as of June 30, 2024, compared to $4.4 billion and $4.3 billion at March 31, 2024, and June 30, 2023, respectively. The increase during the second quarter of 2024 was primarily related to a $112.1 million increase in interest bearing deposits, and an increase of $47.7 million in time deposits. Time deposits represented 34.0% of total deposits at March 31, 2024, compared to 34.1% at June 30, 2024. The mix of non-interest-bearing deposits decreased $30.6 million from the first quarter of 2024, representing approximately 17.1% of total deposits at June 30, 2024, compared to 18.4% at March 31, 2024, and 19.2% at June 30, 2023. The average duration of the non-hedged time deposit portfolio was 12 months at June 30, 2024.

Asset Quality

The total provision for credit losses, including provision for credit losses on off-balance sheet credit exposures, was $1.6 million for the three months ended June 30, 2024, an increase of $2.5 million compared to the benefit for credit losses of $(937) thousand for the three months ended March 31, 2024, and a $46 thousand increase compared to the provision for credit losses of $1.6 million for the three months ended June 30, 2023. This increase in provision was driven by a combination of loan growth over the quarter and forecast-driven increases in loss rates across multiple segments of the portfolio. Net charge-offs for the three months ended June 30, 2024, were $18 thousand or less than .001% of total loans.

The provision for credit losses on loans was $1.2 million for the six months ended June 30, 2024, a decrease of $484 thousand compared to the provision for credit losses of $1.6 million for the six months ended June 30, 2023. The decrease in provision for the six months ended June 30, 2024, is primarily due to a decrease in loss factors across all portfolios. The benefit for credit losses on off-balance sheet credit exposures was $497 thousand for the six months ended June 30, 2024. Net charge-offs for the six months ended June 30, 2024, were $62 thousand or 0.001% of total loans.

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Allowance for credit losses - loans was 0.81% of loans, net of unearned interest at June 30, 2024, compared to 0.78% and 0.81% at March 31, 2024, and June 30, 2023, respectively.

Total nonperforming assets were $10.4 million at June 30, 2024, compared to nonperforming assets of $15.5 million and $16.3 million at March 31, 2024, and June 30, 2023, respectively. The decrease during the second quarter of 2024 primarily related to the sale of one large property placed in OREO in the first quarter of 2024. Delinquency as a percentage of total loans was 0.57% at June 30, 2024.
Capital
Shareholders’ equity increased $17.3 million, or 3.2%, from $542.4 million as of December 31, 2023 to $559.7 million as of June 30, 2024. Retained earnings increased $17.3 million, or 11.8%, from $154.8 million as of March 31, 2024, to $163.3 million as of June 30, 2024. Regulatory capital ratios for both Mid Penn and its banking subsidiary indicate regulatory capital levels in excess of both the regulatory minimums and the levels necessary for the Bank to be considered "well capitalized" at June 30, 2024. Additionally, Mid Penn declared $3.3 million in dividends during the second quarter of 2024.
On April 24, 2024, Mid Penn’s Board of Directors reauthorized its treasury stock repurchase program ("Program") effective through April 24, 2025. The Program authorizes the repurchase of up to $15.0 million of Mid Penn’s outstanding common stock. During the six months ended June 30, 2024, Mid Penn has repurchased 15,500 shares of common stock at an average price of $20.81. As of June 30, 2024, Mid Penn repurchased 440,722 shares of common stock at an average price of $22.78 per share under the Program. The Program had approximately $5.0 million remaining available for repurchase as of June 30, 2024.
Noninterest Income
For the three months ended June 30, 2024, noninterest income totaled $5.3 million, a decrease of $508 thousand, or 8.7%, compared to noninterest income of $5.8 million for the first quarter of 2024. The decrease is primarily due to a $751 thousand decrease in other miscellaneous noninterest income, driven by a decrease in Bank owned life insurance benefits received, partially offset by a $204 thousand increase in mortgage banking income.
For the six months ended June 30, 2024, noninterest income totaled $11.2 million, an increase of $1.6 million, or 17.0%, compared to noninterest income of $9.5 million for the six months ended June 30, 2023. The increase in noninterest income is primarily due to a $1.5 million increase in other miscellaneous noninterest income.
Noninterest Expense

Total noninterest expense decreased $296 thousand to $28.2 million in the second quarter of 2024 from $28.5 million in the first quarter of 2024. The decrease was driven by a $873 thousand decrease in shares tax, and a $309 thousand decrease in legal and professional fees, partially offset by a $287 thousand increase in FDIC assessments and $481 thousand increase in other miscellaneous noninterest expense.

For the six months ended June 30, 2024, noninterest expense totaled $56.7 million, a decrease of $6.9 million, or 19.7%, compared to noninterest expense of $61.0 million for the six months ended June 30, 2023. The decrease was primarily due to $7.9 million of Brunswick acquisition costs in 2023, partially offset by a $506 thousand increase in salaries and benefits expense, also driven by the Brunswick acquisition, and a $548 thousand increase in FDIC charges due to increased assessment rates.

The efficiency ratio(1) was 63.7% in the second quarter of 2024, compared to 68.8% in the first quarter of 2024, and 64.4% in the second quarter of 2023. The improvement in the efficiency ratio during the second quarter of 2024 compared to the first quarter of 2024 was the result of higher net interest income, and lower noninterest expenses. The change from the second quarter of 2023 was driven by the reduction in noninterest expense from the Brunswick acquisition in 2023. Mid Penn continues to evaluate levels of noninterest expense for opportunities to reduce operating costs throughout the organization.
Subsequent Events
Management considers subsequent events occurring after the balance sheet date for matters which may require adjustment to, or disclosure in, the consolidated financial statements. The review period for subsequent events extends up to and
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including the filing date of a public company’s consolidated financial statements when filed with the Securities and Exchange Commission ("SEC"). Accordingly, the financial information in this announcement is subject to change. The statements are valid only as of the date hereof and Mid Penn disclaims any obligation to update this information.
(1)Non-GAAP financial measure. Refer to the calculation on the section titled “Reconciliation of Non-GAAP Measures” at the end of this document.
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SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This press release, and oral statements made regarding the subjects of this release, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management's confidence and strategies and management's current views and expectations about new and existing programs and products, relationships, opportunities, technology and market conditions. These statements may be identified by such forward-looking terminology as "continues," "expect," "look," "believe," "anticipate," "may," "will," "should," "projects," "strategy" or similar statements. Actual results may differ materially from such forward-looking statements, and no reliance should be placed on any forward-looking statement. Factors that may cause results to differ materially from such forward-looking statements include, but are not limited to, changes in interest rates, spreads on earning assets and interest-bearing liabilities, and interest rate sensitivity; prepayment speeds, loan originations, credit losses and market values on loans, collateral securing loans, and other assets; sources of liquidity; common shares outstanding; common stock price volatility; fair value of and number of stock-based compensation awards to be issued in future periods; the impact of changes in market values on securities held in Mid Penn’s portfolio; legislation affecting the financial services industry as a whole, and Mid Penn and Mid Penn Bank individually or collectively, including tax legislation; results of the regulatory examination and supervision process and oversight, including changes in monetary policy and capital requirements; changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or regulatory agencies; increasing price and product/service competition by competitors, including new entrants; rapid technological developments and changes; the ability to continue to introduce competitive new products and services on a timely, cost-effective basis; the mix of products/services; containing costs and expenses; governmental and public policy changes; protection and validity of intellectual property rights; reliance on large customers; technological, implementation and cost/financial risks in large, multi-year contracts; the outcome of future litigation and governmental proceedings, including tax-related examinations and other matters; continued availability of financing; the availability of financial resources in the amounts, at the times and on the terms required to support Mid Penn and Mid Penn Bank’s future businesses; material differences in the actual financial results of merger, acquisition and investment activities compared with Mid Penn’s initial expectations, including the full realization of anticipated cost savings and revenue enhancements; the possibility that the anticipated benefits of a transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in legacy Mid Penn and target markets; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of a transaction; the ability to complete the integration of Mid Penn and its target successfully; the dilution caused by Mid Penn’s issuance of additional shares of its capital stock in connection with a transaction; and other factors that may affect the future results of Mid Penn.
For a more detailed description of these and other factors which would affect our results, please see Mid Penn’s filings with the SEC, including those risk factors identified in the "Risk Factors" section and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2023 and subsequent filings with the SEC. The statements in this press release are made as of the date of this press release, even if subsequently made available by Mid Penn on its website or otherwise. Mid Penn does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of unanticipated events, except as required by law.
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SUMMARY FINANCIAL HIGHLIGHTS (Unaudited):
(Dollars in thousands, except per share data)Jun. 30,
2024		Mar. 31,
2024		Dec. 31,
2023		Sep. 30,
2023		Jun. 30,
2023
Ending Balances:
Investment securities$601,683 $615,061 $623,121 $620,636 $634,287 
Loans, net of unearned interest4,364,561 4,317,449 4,252,792 4,145,657 4,034,510 
Total assets5,396,467 5,330,379 5,290,792 5,214,718 5,087,568 
Total deposits4,501,729 4,379,105 4,346,212 4,380,380 4,285,450 
Shareholders' equity559,686 550,968 542,350 528,711 525,888 
Average Balances:
Investment securities608,173 615,687 606,946 619,071 630,750 
Loans, net of unearned interest4,353,360 4,293,828 4,201,092 4,053,514 3,808,717 
Total assets5,378,897 5,319,680 5,226,382 5,106,103 4,827,786 
Total deposits4,451,678 4,312,094 4,402,565 4,361,067 4,057,605 
Shareholders' equity553,675 546,001 537,219 529,067 504,535 
Three Months Ended
Income Statement:Jun. 30,
2024		Mar. 31,
2024		Dec. 31,
2023		Sep. 30,
2023		Jun. 30,
2023
Net interest income$38,766 $36,456 $37,000 $37,480 $36,444 
Provision for credit losses1,604 (937)(664)2,087 1,558 
Noninterest income5,329 5,837 5,117 5,346 5,220 
Noninterest expense28,224 28,520 28,389 29,229 35,128 
Income before provision for income taxes14,267 14,710 14,392 11,510 4,978 
Provision for income taxes2,496 2,577 2,294 2,274 142 
Net income available to shareholders11,771 12,133 12,098 9,236 4,836 
Net income excluding non-recurring income and expenses (1)
11,284 10,673 12,098 9,514 11,112 
Per Share:
Basic earnings per common share$0.71 $0.73 $0.73 $0.56 $0.29 
Diluted earnings per common share0.71 0.73 0.73 0.56 0.29 
Cash dividends declared0.20 0.20 0.20 0.20 0.20 
Book value per common share33.76 33.26 32.72 31.89 31.74 
Tangible book value per common share (1)
25.75 25.23 24.67 23.81 23.62 
Asset Quality:
Net charge-offs (recoveries) to average loans (annualized)0.002 %0.004 %0.004 %0.001 %0.018 %
Non-performing loans to total loans0.23 0.24 0.33 0.32 0.39 
Non-performing asset to total loans and other real estate0.24 0.36 0.34 0.35 0.40 
Non-performing asset to total assets0.19 0.29 0.27 0.28 0.32 
ACL on loans to total loans0.81 0.78 0.80 0.82 0.81 
ACL on loans to nonperforming loans352.92 322.69 240.48 252.67 205.65 
Profitability:
Return on average assets0.88 %0.92 %0.92 %0.72 %0.40 %
Return on average equity8.55 8.94 8.93 6.93 3.84 
  Return on average tangible common equity (1)
11.57 12.15 12.31 9.69 5.55 
Net interest margin3.12 2.98 3.02 3.16 3.31 
Efficiency ratio (1)
63.65 68.80 66.42 66.34 64.44 
Capital Ratios:
Tier 1 Capital (to Average Assets) (2)
8.4 %8.3 %8.3 %8.4 %9.6 %
Common Tier 1 Capital (to Risk Weighted Assets) (2)
9.9 9.6 9.7 9.7 10.7 
Tier 1 Capital (to Risk Weighted Assets) (2)
9.9 9.6 9.7 9.7 10.7 
Total Capital (to Risk Weighted Assets) (2)
11.8 11.4 11.6 11.7 11.5 
(1)Non-GAAP financial measure. Refer to the calculation on the section titled “Reconciliation of Non-GAAP Measures” at the end of this document.
(2)Regulatory capital ratios as of June 30, 2024 are preliminary and prior periods are actual.
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CONSOLIDATED BALANCE SHEETS (Unaudited):
(In thousands, except share data)Jun. 30, 2024Mar. 31, 2024Dec. 31, 2023Sep. 30, 2023Jun. 30, 2023
ASSETS
Cash and due from banks$41,666 $33,362 $45,435 $52,509 $70,832 
Interest-bearing balances with other financial institutions25,585 31,801 34,668 12,739 13,332 
Federal funds sold43,193 2,922 16,660 52,851 9,711 
Total cash and cash equivalents110,444 68,085 96,763 118,099 93,875 
Investment Securities:
Held to maturity, at amortized cost393,320 396,998 399,128 401,561 404,831 
Available for sale, at fair value207,936 217,632 223,555 218,662 229,023 
Equity securities available for sale, at fair value427 431 438 413 433 
Loans held for sale8,420 4,581 3,855 4,270 7,258 
Loans, net of unearned interest4,364,561 4,317,449 4,252,792 4,145,657 4,034,510 
Less: Allowance for credit losses(35,288)(33,524)(34,187)(34,004)(32,588)
Net loans4,329,273 4,283,925 4,218,605 4,111,653 4,001,922 
Premises and equipment, net34,344 36,068 36,909 38,102 38,483 
Operating lease right of use asset7,925 8,414 8,953 8,693 9,106 
Finance lease right of use asset2,638 2,683 2,727 2,773 2,817 
Cash surrender value of life insurance53,298 52,997 54,497 54,209 53,931 
Restricted investment in bank stocks13,930 17,446 16,768 13,554 11,646 
Accrued interest receivable27,381 26,975 25,820 24,230 19,626 
Deferred income taxes24,520 22,894 24,146 25,110 23,910 
Goodwill127,031 127,031 127,031 127,031 127,031 
Core deposit and other intangibles, net5,626 6,051 6,479 6,970 7,453 
Foreclosed assets held for sale441 5,110 293 905 489 
Other assets49,513 53,058 44,825 58,483 55,734 
Total Assets$5,396,467 $5,330,379 $5,290,792 $5,214,718 $5,087,568 
LIABILITIES & SHAREHOLDERS’ EQUITY
Deposits:
Noninterest-bearing demand$770,732 $807,861 $801,312 $803,550 $822,822 
Interest-bearing transaction accounts2,194,948 2,082,846 2,086,450 2,217,885 2,186,734 
Time1,536,049 1,488,398 1,458,450 1,358,945 1,275,894 
Total Deposits 4,501,729 4,379,105 4,346,212 4,380,380 4,285,450 
Short-term borrowings200,000 271,849 241,532 139,000 112,442 
Long-term debt23,827 23,941 59,003 58,991 58,981 
Subordinated debt and trust preferred securities46,047 46,201 46,354 46,501 46,648 
Operating lease liability8,344 8,683 9,285 9,097 9,894 
Accrued interest payable18,139 16,330 14,257 14,657 11,115 
Other liabilities38,695 33,302 31,799 37,381 37,150 
Total Liabilities4,836,781 4,779,411 4,748,442 4,686,007 4,561,680 
Shareholders' Equity:
Common stock, par value $1.00 per share; 40.0 million shares authorized17,051 17,006 16,999 16,993 16,980 
Additional paid-in capital406,544 406,150 405,725 405,341 404,902 
Retained earnings163,256 154,801 145,982 137,199 131,271 
Accumulated other comprehensive loss (17,123)(16,947)(16,637)(21,362)(17,805)
Treasury stock(10,042)(10,042)(9,719)(9,460)(9,460)
Total Shareholders’ Equity559,686 550,968 542,350 528,711 525,888 
Total Liabilities and Shareholders' Equity$5,396,467 $5,330,379 $5,290,792 $5,214,718 $5,087,568 
8

CONSOLIDATED STATEMENTS OF INCOME (Unaudited):
Three Months Ended
(Dollars in thousands, except per share data)Jun. 30, 2024Mar. 31,
2024		Dec. 31,
2023		Sep. 30,
2023		Jun. 30,
2023
INTEREST INCOME
Loans, including fees$66,096 $63,236 $61,309 $58,792 $52,094 
Investment securities:
Taxable4,143 4,040 4,063 4,106 3,962 
Tax-exempt371 376 378 382 391 
Other interest-bearing balances347 403 139 86 83 
Federal funds sold282 136 228 51 49 
Total Interest Income 71,239 68,191 66,117 63,417 56,579 
INTEREST EXPENSE
Deposits28,463 26,332 25,808 23,559 17,927 
Short-term borrowings3,324 4,446 2,506 1,584 1,507 
Long-term and subordinated debt686 957 803 794 701 
Total Interest Expense 32,473 31,735 29,117 25,937 20,135 
Net Interest Income 38,766 36,456 37,000 37,480 36,444 
PROVISION FOR CREDIT LOSSES1,604 (937)(664)2,087 1,558 
Net Interest Income After Provision for Credit Losses37,162 37,393 37,664 35,393 34,886 
NONINTEREST INCOME
Fiduciary and wealth management 1,129 1,132 1,323 1,296 1,204 
ATM debit card interchange 973 945 979 986 998 
Service charges on deposits539 509 485 509 514 
Mortgage banking628 424 300 382 287 
Mortgage hedging— — 109 67 128 
Net gain on sales of SBA loans74 107 358 85 128 
Earnings from cash surrender value of life insurance301 284 288 278 292 
Other 1,685 2,436 1,275 1,743 1,669 
Total Noninterest Income 5,329 5,837 5,117 5,346 5,220 
NONINTEREST EXPENSE
Salaries and employee benefits15,533 15,462 15,215 15,259 15,027 
Software licensing and utilization2,208 2,120 1,826 2,085 2,070 
Occupancy, net1,861 1,982 1,952 1,761 1,750 
Equipment1,287 1,222 1,330 1,292 1,248 
Shares tax124 997 255 808 751 
Legal and professional fees689 998 653 890 602 
ATM/card processing510 534 442 641 532 
Intangible amortization425 428 491 484 461 
FDIC Assessment1,232 945 730 1,746 684 
(Gain) loss on sale or write-down of foreclosed assets, net42 — — (18)(126)
Merger and acquisition — — — 352 4,992 
Post-acquisition restructuring — — — — 2,952 
Other 4,313 3,832 5,495 3,929 4,185 
Total Noninterest Expense 28,224 28,520 28,389 29,229 35,128 
INCOME BEFORE PROVISION FOR INCOME TAXES14,267 14,710 14,392 11,510 4,978 
Provision for income taxes2,496 2,577 2,294 2,274 142 
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS$11,771 $12,133 $12,098 $9,236 $4,836 
PER COMMON SHARE DATA:
Basic Earnings Per Common Share$0.71 $0.73 $0.73 $0.56 $0.29 
Diluted Earnings Per Common Share$0.71 $0.73 $0.73 $0.56 $0.29 
Cash Dividends Declared$0.20 $0.20 $0.20 $0.20 $0.20 
9

CONSOLIDATED – AVERAGE BALANCE SHEET AND NET INTEREST INCOME ANALYSIS (Unaudited):
Average Balances, Income and Interest Rates on a Taxable Equivalent Basis
For the Three Months Ended
June 30, 2024March 31, 2024June 30, 2023
(Dollars in thousands)Average BalanceInterestYield/
Rate		Average BalanceInterestYield/
Rate		Average BalanceInterestYield/
Rate
ASSETS:
Interest Bearing Balances$35,618 $347 3.92 %$39,999 $403 4.05 %$7,777 $83 4.28 %
Investment Securities:
Taxable533,748 3,701 2.79 539,674 3,800 2.83 551,832 3,783 2.75 
Tax-Exempt74,425 371 2.00 76,013 376 1.99 78,918 391 1.99 
Total Securities608,173 4,072 2.69 615,687 4,176 2.73 630,750 4,174 2.65 
Federal Funds Sold19,432 282 5.84 10,373 136 5.27 6,035 49 3.26 
Loans, Net of Unearned Interest4,353,360 66,096 6.11 4,293,828 63,236 5.92 3,808,717 52,094 5.49 
Restricted Investment in Bank Stocks16,066 442 11.07 19,439 240 4.97 10,177 179 7.05 
Total Earning Assets5,032,649 71,239 5.69 4,979,326 68,191 5.51 4,463,456 56,579 5.08 
Cash and Due from Banks39,053 38,264 70,378 
Other Assets307,195 302,090 293,952 
Total Assets $5,378,897 $5,319,680 $4,827,786 
LIABILITIES & SHAREHOLDERS' EQUITY:
Interest-bearing Demand$972,852 $4,477 1.85 %$898,340 $3,884 1.74 %$936,687 $3,216 1.38 %
Money Market908,807 6,632 2.94 876,242 5,968 2.74 929,774 5,104 2.20 
Savings281,560 52 0.07 287,765 72 0.10 319,728 64 0.08 
Time1,510,079 17,302 4.61 1,468,611 16,408 4.49 1,061,276 9,543 3.61 
Total Interest-bearing Deposits3,673,298 28,463 3.12 3,530,958 26,332 3.00 3,247,465 17,927 2.21 
Short term borrowings241,713 3,324 5.53316,025 4,446 5.66 94,067 1,507 6.43 
Long-term debt23,870 262 4.4140,571 533 5.28 54,347 194 1.43 
Subordinated debt and trust preferred securities46,122 424 3.7046,275 424 3.69 47,782 507 4.26 
Total Interest-bearing Liabilities3,985,003 32,473 3.283,933,829 31,735 3.24 3,443,661 20,135 2.35 
Noninterest-bearing Demand778,380 781,136 810,140 
Other Liabilities61,839 58,714 69,451 
Shareholders' Equity553,675 546,001 504,535 
Total Liabilities & Shareholders' Equity $5,378,897 $5,319,680 $4,827,787 
Net Interest Income $38,766 $36,456 $36,444 
Taxable Equivalent Adjustment (1)253 260 202 
Net Interest Income (taxable equivalent basis)$39,019 $36,716 $36,646 
Total Yield on Earning Assets5.69 %5.51 %5.08 %
Rate on Supporting Liabilities3.28 3.24 2.35 
Average Interest Spread2.42 2.26 2.74 
Net Interest Margin3.12 2.97 3.29 
(1)Presented on a fully taxable-equivalent basis using a 21% federal tax rate and statutory interest expense disallowance.
10

ALLOWANCE FOR CREDIT LOSSES AND ASSET QUALITY (Unaudited):
(Dollars in thousands)Jun. 30,
2024		Mar. 31,
2024		Dec. 31,
2023		Sep. 30,
2023		Jun. 30,
2023
Allowance for Credit Losses on Loans:
Beginning balance$33,524 $34,187 $34,004 $32,588 $31,265 
Purchase credit deteriorated loans— — — — 336 
Loans Charged off
Commercial real estate— — — — — 
Commercial and industrial(56)— (19)— (109)
Construction— — — — — 
Residential mortgage(2)(28)(9)— — 
Consumer(4)(22)(17)(32)(65)
Total loans charged off(62)(50)(45)(32)(174)
Recoveries of loans previously charged off
Commercial real estate4 — — — — 
Commercial and industrial— — — — — 
Construction— — — — — 
Residential mortgage29 — — 7 — 
Consumer11 6 7 14 4 
Total recoveries44 6 7 21 4 
Balance before provision33,506 34,143 33,966 32,577 31,431 
Provision for credit losses - loans1,782 (619)221 1,427 1,157 
Balance, end of quarter$35,288 $33,524 $34,187 $34,004 $32,588 
Nonperforming Assets
Total nonperforming loans9,999 10,389 14,216 13,458 15,846 
Foreclosed real estate441 5,110 293 905 489 
Total nonperforming assets10,440 15,499 14,509 14,363 16,335 
Accruing loans 90 days or more past due— 25 — 12 9 
Total risk elements$10,440 $15,524 $14,509 $14,375 $16,344 

11

RECONCILIATION OF NON-GAAP MEASURES (Unaudited)
Explanatory note: This press release contains financial information determined by methods other than in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"). Mid Penn’s management uses these non-GAAP financial measures in their analysis of Mid Penn’s performance. For tangible book value, the most directly comparable financial measure calculated in accordance with GAAP is book value. We believe that this measure is important to many investors in the marketplace who are interested in changes from period to period in book value per common share exclusive of changes in intangible assets. Goodwill and other intangible assets have the effect of increasing total book value while not increasing tangible book value. Income tax effects of non-GAAP adjustments are calculated using the applicable statutory tax rate for the jurisdictions in which the charges (benefits) are incurred, while taking into consideration any valuation allowances or non-deductible portions of the non-GAAP adjustments. Adjusted earnings per common share excludes from income available to common shareholders certain expenses related to significant non-core activities, including merger-related expenses, net of income taxes. For return on average tangible common equity, the most directly comparable financial measure calculated in accordance with GAAP is return on average equity. The efficiency ratio is often used by management to measure its noninterest expense as a percentage of its revenue. This non-GAAP disclosure has limitations as an analytical tool, should not be viewed as a substitute for financial measures determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of Mid Penn’s results and financial condition as reported under GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be presented by other companies. Management believes that this non-GAAP supplemental information will be helpful in understanding Mid Penn’s ongoing operating results. This supplemental presentation should not be construed as an inference that Mid Penn’s future results will be unaffected by similar adjustments to be determined in accordance with GAAP. The reconciliation of the non-GAAP to comparable GAAP financial measures can be found in the tables below.
Tangible Book Value Per Share
(Dollars in thousands, except per share data)Jun. 30,
2024		Mar. 31,
2024		Dec. 31,
2023		Sep. 30,
2023		Jun. 30,
2023
Shareholders' Equity$559,686 $550,968 $542,350 $528,711 $525,888 
Less: Goodwill127,031 127,031 127,031 127,031 127,031 
Less: Core Deposit and Other Intangibles5,626 6,051 6,479 6,970 7,453 
Tangible Equity$427,029 $417,886 $408,840 $394,710 $391,404 
Common Shares Outstanding16,580,59516,565,63716,573,70716,580,34716,567,578
Tangible Book Value per Share$25.75 $25.23 $24.67 $23.81 $23.62 
Adjusted Earnings Per Common Share Excluding Non-Recurring Income and Expenses
Three Months Ended
(Dollars in thousands, except per share data)Jun. 30,
2024		Mar. 31,
2024		Dec. 31,
2023		Sep. 30,
2023		Jun. 30,
2023
Net Income Available to Common Shareholders$11,771 $12,133 $12,098 $9,236 $4,836 
Less: BOLI Death Benefit Income487 1,460 — — — 
Plus: Merger and Acquisition Expenses— — — 352 7,944 
Less: Tax Effect of Merger and Acquisition Expenses— — — 74 1,668 
Net Income Excluding Non-Recurring Income and Expenses$11,284 $10,673 $12,098 $9,514 $11,112 
Weighted Average Shares Outstanding16,576,28316,567,90216,574,19916,571,82516,235,106
Adjusted Earnings Per Common Share Excluding Non-Recurring Income and Expenses$0.68 $0.64 $0.73 $0.57 $0.68 
12

Return on Average Tangible Common Equity
Three Months Ended
(Dollars in thousands)Jun. 30,
2024		Mar. 31,
2024		Dec. 31,
2023		Sep. 30,
2023		Jun. 30,
2023
Net income available to common shareholders$11,771 $12,133 $12,098 $9,236 $4,836 
Plus: Intangible amortization, net of tax336 338 388 382 364 
$12,107 $12,471 $12,486 $9,618 $5,200 
Average shareholders' equity$553,675 $546,001 $537,219 $529,067 $504,535 
Less: Average goodwill127,031 127,031 127,031 127,031 120,631 
Less: Average core deposit and other intangibles5,833 6,259 6,716 7,210 7,016 
Average tangible shareholders' equity$420,811 $412,711 $403,472 $394,826 $376,888 
Return on average tangible common equity11.57 %12.15 %12.31 %9.69 %5.55 %
Efficiency Ratio
Three Months Ended
(Dollars in thousands) Jun. 30,
2024		Mar. 31,
2024		Dec. 31,
2023		Sep. 30,
2023		Jun. 30,
2023
Noninterest expense$28,224 $28,520 $28,389 $29,229 $35,128 
Less: Merger and acquisition expenses— — — 352 7,944 
Less: Intangible amortization425 428 491 484 461 
Less: Loss (Gain) on sale or write-down of foreclosed assets, net42 — — (18)(126)
Efficiency ratio numerator$27,757 $28,092 $27,898 $28,411 $26,849 
Net interest income38,766 36,456 37,000 37,480 36,444 
Noninterest income5,329 5,837 5,117 5,346 5,220 
Less: BOLI Death Benefit487 1,460 — — — 
Efficiency ratio denominator$43,608 $40,833 $42,117 $42,826 $41,664 
Efficiency ratio63.65 %68.80 %66.24 %66.34 %64.44 %
13
v3.24.2
Cover
Jul. 24, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jul. 24, 2024
Entity Registrant Name MID PENN BANCORP, INC.
Entity Incorporation, State or Country Code PA
Entity File Number 1-13677
Entity Tax Identification Number 25-1666413
Entity Address, Postal Zip Code 17110
Local Phone Number 642.7736
City Area Code 866
Entity Address, State or Province PA
Entity Address, City or Town Harrisburg
Entity Address, Address Line One 2407 Park Drive
Title of 12(b) Security Common Stock, $1.00 par value per share
Trading Symbol MPB
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0000879635
Mid Penn Bancorp (NASDAQ:MPB)
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