FALSE000087963500008796352024-10-232024-10-23

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):  October 23, 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 October 23, 2024, Mid Penn Bancorp, Inc. (the "Corporation") issued a press release discussing its financial results for the quarter ended September 30, 2024.  A copy of the Corporation’s press release dated October 23, 2024 is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

ITEM 8.01    OTHER EVENTS

The information in Item 2.02 of this report, including Exhibit 99.1, is hereby incorporated by reference into this Item 8.01.

Additionally, on October 23, 2024, the Corporation announced that its Board of Directors declared a quarterly cash dividend of $0.20 per common share payable on November 25, 2024 to shareholders of record as of November 8, 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: October 23, 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 THIRD QUARTER EARNINGS BEAT
AND DECLARES 56TH CONSECUTIVE QUARTERLY DIVIDEND

October 23, 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 September 30, 2024 of $12.3 million, or $0.74 per diluted common share, compared to net income of $9.2 million, or $0.56 per diluted common share, for the third quarter of 2023 and a consensus analyst estimate of $0.72 per diluted common share for the third quarter of 2024.

Key Highlights of the Third Quarter of 2024:

•Net income available to common shareholders increased 33.2% to $12.3 million, or $0.74 per diluted common share, for the third quarter of 2024, compared to net income of $9.2 million, or $0.56 per diluted common share, for the third quarter of 2023. Net income for the nine months ended September 30, 2024 increased 43.1% to $36.2 million, or $2.18 per diluted common share, compared to $25.3 million for the nine months ended September 30, 2023, or $1.56 per diluted common share.

•Book value per common share improved to $34.48 for the quarter ended September 30, 2024, compared to $33.76 and $31.89 for the quarters ended June 30, 2024 and September 30, 2023, respectively. Tangible book value per common share (1) improved to $26.36 for the quarter ended September 30, 2024, compared to $25.75 and $23.81 for the periods ended June 30, 2024 and September 30, 2023, respectively.

•Net interest margin increased to 3.13% for the quarter ended September 30, 2024, compared to 3.12% for the second quarter of 2024. Cost of funds increased to 2.77% for the quarter ended September 30, 2024, compared to 2.74% for the second quarter of 2024, as the Bank continued to experience strong core deposit growth.

•Deposits increased $209.8 million, or 18.6% (annualized), during the third quarter of 2024, compared to $117.9 million, or 10.5% (annualized), during the second quarter of 2024. This increase was driven by a $93.8 million increase in interest-bearing accounts and a $90.0 million increase in time deposits.

•Loan growth for the third quarter of 2024 was $67.1 million, or 6.2% (annualized), as the Bank continued to execute on its restrained growth strategy in 2024. Total loans increased $286.0 million, or 6.9%, compared to the third quarter of 2023.

•On July 31, 2024, Mid Penn completed the acquisition of an insurance business and related accounts of a full-service employee benefits firm that serves mid to large employers across central and eastern Pennsylvania, northern Maryland, and northern Virginia, for a purchase price of $2.0 million. The acquired entity contributed earnings for the quarter ended September 30, 2024 of $69 thousand and pre-tax expenses related to the acquisition were $109 thousand. Mid Penn has recognized total goodwill of $1.1 million as a result of this acquisition.

•The Board of Directors declared a cash dividend of $0.20 per common share, payable November 25, 2024, to shareholders of record as of November 8, 2024.

(1) Non-GAAP financial measure. Refer to the calculation in the section titled “Reconciliation of Non-GAAP Measures (Unaudited)” at the end of this document.
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Chair, President and CEO Rory G. Ritrievi provided the following statement:

"On behalf of the hardworking employees of Mid Penn and its Board of Directors, I am very pleased to report that our third quarter earnings, detailed below, were not only better than what the analysts and we had expected, but were also based on continued fidelity to the strategies we outlined late last year in this shareholder communication.

Principally, those strategies included: restrained loan growth; robust core deposit growth; strong asset quality; restraint on operating expenses; and building on tangible book value.

With our third quarter loan and deposit growth through nine months, we are now at 6.2% annualized loan growth and 18.6% annualized deposit growth, which is right in line with the type of performance we targeted for the third quarter of 2024. Through nine months, we have experienced less than 0.01% annualized net charge offs, demonstrating strong performance in asset quality. With 7.2% annualized revenue growth within the quarter and 2.5% annualized expense growth, annualized operating leverage for the third quarter was 4.7%, demonstrating the benefit of an ongoing restraint on expenses.

Most importantly, we have seen a 10.7% improvement in tangible book value year over year and 6.9% growth since the end of 2023.

With another solid quarter now behind us, we are also pleased to announce that the Board has authorized a quarterly cash dividend of $0.20 per share of common stock, which was declared at its meeting on October 23, 2024, payable on November 25, 2024, to shareholders of record as of November 8, 2024."


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Net Interest Income
For the three months ended September 30, 2024, net interest income was $40.2 million compared to net interest income of $38.8 million for the three months ended June 30, 2024, and $37.5 million for the three months ended September 30, 2023. The tax-equivalent net interest margin for the three months ended September 30, 2024 was 3.13% compared to 3.12% and 3.16% for the second quarter of 2024 and third quarter of 2023, respectively, representing a 1 basis point ("bp") increase from the second quarter of 2024, and a 3 bp decrease compared to the same period in 2023.
The yield on interest-earning assets increased to 5.73% for the quarter ended September 30, 2024, from 5.69% for the three months ended June 30, 2024, and 5.35% for the three months ended September 30, 2023. These increases were due to assets continuing to reprice at higher rates during the third quarter of 2024, continued discipline on new loan pricing, and an increase in the average balance of Fed Funds Sold.
For the nine months ended September 30, 2024, net interest income increased 4.9% to $115.4 million compared to net interest income of $110.0 million for the same period of 2023. The increase was primarily due to a $40.7 million increase in interest income on loans, offset by a $32.0 million increase in interest expense on deposits compared to the same period of 2023.

Average Balances

Average loans increased $52.6 million to $4.4 billion for the quarter ended September 30, 2024, compared to $4.4 billion for the quarter ended June 30, 2024, and $4.1 billion for the quarter ended September 30, 2023.

Average deposits were $4.6 billion for the third quarter of 2024, reflecting an increase of $146.0 million, or 3.3%, compared to total average deposits of $4.5 billion in the second quarter of 2024, and an increase of $236.6 million, or 5.4%, compared to total average deposits of $4.4 billion for the third 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 2.66% for the third quarter of 2024, representing a 12 bp increase and a 48 bp increase from the second quarter of 2024 and the third 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, the Bank 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 increased to 2.77%, compared to 2.74% for the second quarter of 2024, as the Bank continued to experience strong deposit growth.

Total deposits increased $209.8 million to $4.7 billion for the quarter ended September 30, 2024, or 18.6% (annualized), compared to $4.5 billion and $4.4 billion at June 30, 2024 and September 30, 2023, respectively. The increase during the third quarter of 2024 was primarily related to a $93.8 million increase in interest bearing deposits, and an increase of $90.0 million in time deposits. Time deposits represented 34.2% of total deposits at June 30, 2024, compared to 34.5% at September 30, 2024. The balance of non-interest-bearing deposits increased $26.0 million from the second quarter of 2024, representing approximately 16.8% of total deposits at September 30, 2024, compared to 17.0% at June 30, 2024, and 18.3% at September 30, 2023. The average duration of the non-hedged time deposit portfolio was 12 months at September 30, 2024.

Asset Quality

The total provision for credit losses, including provision for credit losses on off-balance sheet credit exposures, was $516 thousand for the three months ended September 30, 2024, a decrease of $1.1 million compared to the provision for credit losses of $1.6 million for the three months ended June 30, 2024, and a $1.6 million decrease compared to the provision for credit losses of $2.1 million for the three months ended September 30, 2023. This decrease was driven by a combination of a decreased reserve on individually evaluated loans and decreases in loss rates across multiple segments of the portfolio. Net charge-offs for the three months ended September 30, 2024, were $347 thousand or less than 0.008% of total loans.

The provision for credit losses on loans was $1.8 million for the nine months ended September 30, 2024, a decrease of $1.3 million compared to the provision for credit losses of $3.1 million for the nine months ended September 30, 2023. This decrease for the nine months ended September 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 $601 thousand for the nine months ended September 30, 2024. Net charge-offs for the nine months ended September 30, 2024, were $409 thousand or 0.009% of total loans.
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Allowance for credit losses - loans was 0.80% of loans, net of unearned income at September 30, 2024, compared to 0.81% and 0.82% at June 30, 2024 and September 30, 2023, respectively.

Total nonperforming assets were $17.7 million at September 30, 2024, compared to nonperforming assets of $10.4 million and $14.4 million at June 30, 2024 and September 30, 2023, respectively. The increase during the third quarter of 2024 primarily related to the addition of one commercial property with a balance of $7.7 million, being placed on nonaccrual in the third quarter of 2024. Delinquency, measured as loans past due 30 days or more, as a percentage of total loans was 0.61% at September 30, 2024, compared to .57% and .46% as of June 30, 2024, and September 30, 2023, respectively.
Capital
Shareholders’ equity increased $30.7 million, or 5.7%, from $542.4 million as of December 31, 2023 to $573.1 million as of September 30, 2024. Retained earnings increased $9.0 million, or 5.5%, from $163.3 million as of June 30, 2024 to $172.2 million as of September 30, 2024. Regulatory capital ratios for both Mid Penn and the Bank indicate regulatory capital levels in excess of both the regulatory minimums and the levels necessary for the Bank to be considered "well capitalized" at September 30, 2024. Additionally, Mid Penn declared $3.3 million in dividends during the third 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 nine months ended September 30, 2024, Mid Penn repurchased 15,500 shares of common stock at an average price of $20.81. As of September 30, 2024, Mid Penn repurchased a total of 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 September 30, 2024.
Noninterest Income
For the three months ended September 30, 2024, noninterest income totaled $5.2 million, a decrease of $151 thousand, or 2.8%, compared to noninterest income of $5.3 million for the second quarter of 2024. The decrease is primarily due to a $416 thousand decrease in other miscellaneous noninterest income, driven by a $482 thousand decrease in Bank owned life insurance benefits received, partially offset by a $140 thousand increase in mortgage banking income, a $76 thousand increase in the gain on sales of SBA loans, and a $74 thousand increase in income from Fiduciary activities.
For the nine months ended September 30, 2024, noninterest income totaled $16.3 million, an increase of $1.5 million, or 9.8%, compared to noninterest income of $14.9 million for the nine months ended September 30, 2023. The increase in noninterest income is primarily driven by a $1.0 million increase in other miscellaneous noninterest income, driven by increases in Bank owned life insurance benefits received, and a $767 thousand increase in Mortgage Banking income.
Noninterest Expense

Total noninterest expense increased $1.7 million to $30.0 million in the third quarter of 2024 from $28.2 million in the second quarter of 2024. The increase was driven by a $924 thousand increase in legal and professional fees, a $700 thousand increase in shares tax, and a $623 thousand increase in salaries and employee benefits, partially offset by a $624 thousand decrease in other miscellaneous noninterest expense.

For the nine months ended September 30, 2024, noninterest expense totaled $86.7 million, a decrease of $3.5 million, or 3.9%, compared to noninterest expense of $90.2 million for the nine months ended September 30, 2023. The decrease was primarily driven by $7.9 million of Brunswick acquisition costs in 2023, partially offset by a $3.0 million increase in salaries and benefits expense, and a $1.0 million increase in legal and professional fees.

The efficiency ratio(1) was 64.9% in the third quarter of 2024, compared to 63.7% in the second quarter of 2024, and 66.3% in the third quarter of 2023. The change in the efficiency ratio during the third quarter of 2024 compared to the second quarter of 2024 was the result of higher net interest income and slightly higher noninterest expense, partially offset by lower noninterest income driven by a decrease in Bank owned life insurance benefits received . Mid Penn continues to evaluate levels of noninterest expense for opportunities to reduce operating costs throughout the organization.

4

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 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 in the section titled “Reconciliation of Non-GAAP Measures (Unaudited)” 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)Sep. 30,
2024		Jun. 30,
2024		Mar. 31,
2024		Dec. 31,
2023		Sep. 30,
2023
Ending Balances:
Investment securities$642,291 $601,683 $615,061 $623,121 $620,636 
Loans, net of unearned income4,431,704 4,364,561 4,317,449 4,252,792 4,145,657 
Total assets5,527,025 5,391,749 5,330,379 5,290,792 5,214,718 
Total deposits4,706,764 4,497,011 4,379,105 4,346,212 4,380,380 
Shareholders' equity573,059 559,686 550,968 542,350 528,711 
Average Balances:
Investment securities610,586 608,173 615,687 606,946 619,071 
Loans, net of unearned income4,405,969 4,353,360 4,293,828 4,201,092 4,053,514 
Total assets5,470,641 5,378,897 5,319,680 5,226,382 5,106,103 
Total deposits4,597,686 4,451,678 4,312,094 4,402,565 4,361,067 
Shareholders' equity565,300 553,675 546,001 537,219 529,067 
Three Months Ended
Income Statement:Sep. 30,
2024		Jun. 30,
2024		Mar. 31,
2024		Dec. 31,
2023		Sep. 30,
2023
Net interest income$40,169 $38,766 $36,456 $37,000 $37,480 
Provision for credit losses516 1,604 (937)(664)2,087 
Noninterest income5,178 5,329 5,837 5,117 5,346 
Noninterest expense29,959 28,224 28,520 28,389 29,229 
Income before provision for income taxes14,872 14,267 14,710 14,392 11,510 
Provision for income taxes2,571 2,496 2,577 2,294 2,274 
Net income available to shareholders12,301 11,771 12,133 12,098 9,236 
Net income excluding non-recurring income and expenses (1)
12,383 11,284 10,673 12,098 9,514 
Per Share:
Basic earnings per common share$0.74 $0.71 $0.73 $0.73 $0.56 
Diluted earnings per common share0.74 0.71 0.73 0.73 0.56 
Cash dividends declared0.20 0.20 0.20 0.20 0.20 
Book value per common share34.48 33.76 33.26 32.72 31.89 
Tangible book value per common share (1)
26.36 25.75 25.23 24.67 23.81 
Asset Quality:
Net charge-offs (recoveries) to average loans (3)
0.031 %0.002 %0.004 %0.004 %0.001 %
Non-performing loans to total loans0.39 0.23 0.24 0.33 0.32 
Non-performing asset to total loans and other real estate0.40 0.24 0.36 0.34 0.35 
Non-performing asset to total assets0.32 0.19 0.29 0.27 0.28 
ACL on loans to total loans0.80 0.81 0.78 0.80 0.82 
ACL on loans to nonperforming loans204.61 352.92 322.69 240.48 252.67 
Profitability:
Return on average assets (3)
0.89 %0.88 %0.92 %0.92 %0.72 %
Return on average equity (3)
8.66 8.55 8.94 8.93 6.93 
  Return on average tangible common equity (1) (3)
11.69 11.57 12.15 12.31 9.69 
Tax-equivalent net interest margin3.13 3.12 2.98 3.02 3.16 
Efficiency ratio (1)
64.89 63.65 68.80 66.42 66.34 
Capital Ratios:
Tier 1 Capital (to Average Assets) (2)
8.4 %8.4 %8.3 %8.3 %8.4 %
Common Tier 1 Capital (to Risk Weighted Assets) (2)
10.1 9.9 9.6 9.7 9.7 
Tier 1 Capital (to Risk Weighted Assets) (2)
10.1 9.9 9.6 9.7 9.7 
Total Capital (to Risk Weighted Assets) (2)
11.9 11.8 11.4 11.6 11.7 
(1)Non-GAAP financial measure. Refer to the calculation in the section titled “Reconciliation of Non-GAAP Measures (Unaudited)” at the end of this document.
(2)Regulatory capital ratios as of September 30, 2024 are preliminary and prior periods are actual.
(3)Annualized ratio
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CONSOLIDATED BALANCE SHEETS (Unaudited):
(In thousands, except share data)Sep. 30, 2024Jun. 30, 2024Mar. 31, 2024Dec. 31, 2023Sep. 30, 2023
ASSETS
Cash and due from banks$57,518 $36,948 $33,362 $45,435 $52,509 
Interest-bearing balances with other financial institutions19,323 25,585 31,801 34,668 12,739 
Federal funds sold67,554 43,193 2,922 16,660 52,851 
Total cash and cash equivalents144,395 105,726 68,085 96,763 118,099 
Investment Securities:
Held to maturity, at amortized cost386,618 393,320 396,998 399,128 401,561 
Available for sale, at fair value255,227 207,936 217,632 223,555 218,662 
Equity securities available for sale, at fair value446 427 431 438 413 
Loans held for sale7,919 8,420 4,581 3,855 4,270 
Loans, net of unearned income4,431,704 4,364,561 4,317,449 4,252,792 4,145,657 
Less: Allowance for credit losses(35,562)(35,288)(33,524)(34,187)(34,004)
Net loans4,396,142 4,329,273 4,283,925 4,218,605 4,111,653 
Premises and equipment, net33,765 34,344 36,068 36,909 38,102 
Operating lease right of use asset7,390 7,925 8,414 8,953 8,693 
Finance lease right of use asset2,593 2,638 2,683 2,727 2,773 
Cash surrender value of life insurance53,135 53,298 52,997 54,497 54,209 
Restricted investment in bank stocks10,589 13,930 17,446 16,768 13,554 
Accrued interest receivable27,286 27,381 26,975 25,820 24,230 
Deferred income taxes23,197 24,520 22,894 24,146 25,110 
Goodwill128,160 127,031 127,031 127,031 127,031 
Core deposit and other intangibles, net6,713 5,626 6,051 6,479 6,970 
Foreclosed assets held for sale281 441 5,110 293 905 
Other assets43,169 49,513 53,058 44,825 58,483 
Total Assets$5,527,025 $5,391,749 $5,330,379 $5,290,792 $5,214,718 
LIABILITIES & SHAREHOLDERS’ EQUITY
Deposits:
Noninterest-bearing demand$791,980 $766,014 $807,861 $801,312 $803,550 
Interest-bearing transaction accounts2,288,783 2,194,948 2,082,846 2,086,450 2,217,885 
Time1,626,001 1,536,049 1,488,398 1,458,450 1,358,945 
Total Deposits 4,706,764 4,497,011 4,379,105 4,346,212 4,380,380 
Short-term borrowings114,097 200,000 271,849 241,532 139,000 
Long-term debt23,716 23,827 23,941 59,003 58,991 
Subordinated debt and trust preferred securities45,894 46,047 46,201 46,354 46,501 
Operating lease liability7,778 8,344 8,683 9,285 9,097 
Accrued interest payable18,995 18,139 16,330 14,257 14,657 
Other liabilities36,722 38,695 33,302 31,799 37,381 
Total Liabilities4,953,966 4,832,063 4,779,411 4,748,442 4,686,007 
Shareholders' Equity:
Common stock, par value $1.00 per share; 40.0 million shares authorized17,061 17,051 17,006 16,999 16,993 
Additional paid-in capital406,922 406,544 406,150 405,725 405,341 
Retained earnings172,234 163,256 154,801 145,982 137,199 
Accumulated other comprehensive loss (13,116)(17,123)(16,947)(16,637)(21,362)
Treasury stock(10,042)(10,042)(10,042)(9,719)(9,460)
Total Shareholders’ Equity573,059 559,686 550,968 542,350 528,711 
Total Liabilities and Shareholders' Equity$5,527,025 $5,391,749 $5,330,379 $5,290,792 $5,214,718 
8

CONSOLIDATED STATEMENTS OF INCOME (Unaudited):
Three Months Ended
(Dollars in thousands, except per share data)Sep. 30, 2024Jun. 30,
2024		Mar. 31,
2023		Dec. 31,
2023		Sep. 30,
2023
INTEREST INCOME
Loans, including fees$68,080 $66,096 $63,236 $61,309 $58,792 
Investment securities:
Taxable4,136 4,143 4,040 4,063 4,106 
Tax-exempt359 371 376 378 382 
Other interest-bearing balances223 347 403 139 86 
Federal funds sold1,043 282 136 228 51 
Total Interest Income 73,841 71,239 68,191 66,117 63,417 
INTEREST EXPENSE
Deposits30,689 28,463 26,332 25,808 23,559 
Short-term borrowings2,296 3,324 4,446 2,506 1,584 
Long-term and subordinated debt687 686 957 803 794 
Total Interest Expense 33,672 32,473 31,735 29,117 25,937 
Net Interest Income 40,169 38,766 36,456 37,000 37,480 
PROVISION FOR CREDIT LOSSES516 1,604 (937)(664)2,087 
Net Interest Income After Provision for Credit Losses39,653 37,162 37,393 37,664 35,393 
NONINTEREST INCOME
Fiduciary and wealth management 1,204 1,129 1,132 1,323 1,296 
ATM debit card interchange 962 973 945 979 986 
Service charges on deposits549 539 509 485 509 
Mortgage banking768 628 424 300 382 
Mortgage hedging(1)— — 109 67 
Net gain on sales of SBA loans151 74 107 358 85 
Earnings from cash surrender value of life insurance276 301 284 288 278 
Other 1,269 1,685 2,436 1,275 1,743 
Total Noninterest Income 5,178 5,329 5,837 5,117 5,346 
NONINTEREST EXPENSE
Salaries and employee benefits16,156 15,533 15,462 15,215 15,259 
Software licensing and utilization2,366 2,208 2,120 1,826 2,085 
Occupancy, net1,815 1,861 1,982 1,952 1,761 
Equipment1,206 1,287 1,222 1,330 1,292 
Shares tax824 124 997 255 808 
Legal and professional fees1,613 689 998 653 890 
ATM/card processing606 510 534 442 641 
Intangible amortization460 425 428 491 484 
FDIC Assessment1,150 1,232 945 730 1,746 
(Gain) loss on sale or write-down of foreclosed assets, net(35)42 — — (18)
Merger and acquisition 109 — — — 352 
Other 3,689 4,313 3,832 5,495 3,929 
Total Noninterest Expense 29,959 28,224 28,520 28,389 29,229 
INCOME BEFORE PROVISION FOR INCOME TAXES14,872 14,267 14,710 14,392 11,510 
Provision for income taxes2,571 2,496 2,577 2,294 2,274 
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS$12,301 $11,771 $12,133 $12,098 $9,236 
PER COMMON SHARE DATA:
Basic Earnings Per Common Share$0.74 $0.71 $0.73 $0.73 $0.56 
Diluted Earnings Per Common Share$0.74 $0.71 $0.73 $0.73 $0.56 
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
September 30, 2024June 30, 2024September 30, 2023
(Dollars in thousands)Average BalanceInterest
Yield/
Rate(2)
Average BalanceInterest
Yield/
Rate(2)
Average BalanceInterest
Yield/
Rate(2)
ASSETS:
Interest Bearing Balances$25,123 $223 3.53 %$35,618 $347 3.92 %$12,804 $86 2.66 %
Investment Securities:
Taxable537,257 3,682 2.73 533,748 3,701 2.79 541,403 3,846 2.82 
Tax-Exempt73,329 359 1.95 74,425 371 2.00 77,668 382 1.95 
Total Securities610,586 4,041 2.63 608,173 4,072 2.69 619,071 4,228 2.71 
Federal Funds Sold75,683 1,043 5.48 19,432 282 5.84 8,260 51 2.45 
Loans, Net of Unearned Income4,405,969 68,080 6.15 4,353,360 66,096 6.11 4,053,514 58,792 5.75 
Restricted Investment in Bank Stocks13,252 454 13.63 16,066 442 11.07 10,968 260 9.40 
Total Earning Assets5,130,613 73,841 5.73 5,032,649 71,239 5.69 4,704,617 63,417 5.35 
Cash and Due from Banks44,052 39,053 77,122 
Other Assets295,976 307,195 324,364 
Total Assets $5,470,641 $5,378,897 $5,106,103 
LIABILITIES & SHAREHOLDERS' EQUITY:
Interest-bearing Demand$1,066,878 $5,291 1.97 %$972,852 $4,477 1.85 %$960,052 $3,899 1.61 %
Money Market921,054 7,060 3.05 908,807 6,632 2.94 929,036 5,969 2.55 
Savings272,186 63 0.09 281,560 52 0.07 308,732 60 0.08 
Time1,561,633 18,275 4.66 1,510,079 17,302 4.61 1,308,945 13,631 4.13 
Total Interest-bearing Deposits3,821,751 30,689 3.19 3,673,298 28,463 3.12 3,506,765 23,559 2.67 
Short term borrowings169,754 2,296 5.38241,713 3,324 5.53 64,282 1,584 9.78 
Long-term debt23,757 264 4.4223,870 262 4.41 76,515 333 1.73 
Subordinated debt and trust preferred securities45,969 423 3.6646,122 424 3.70 46,377 461 3.94 
Total Interest-bearing Liabilities4,061,231 33,672 3.303,985,003 32,473 3.28 3,693,939 25,937 2.79 
Noninterest-bearing Demand775,935 778,380 854,302 
Other Liabilities68,175 61,839 28,795 
Shareholders' Equity565,300 553,675 529,067 
Total Liabilities & Shareholders' Equity $5,470,641 $5,378,897 $5,106,103 
Net Interest Income $40,169 $38,766 $37,480 
Taxable Equivalent Adjustment (1)
252 253 33 
Net Interest Income (taxable equivalent basis)$40,421 $39,019 $37,513 
Total Yield on Earning Assets5.73 %5.69 %5.35 %
Rate on Supporting Liabilities3.30 3.28 2.79 
Average Interest Spread2.43 2.42 2.56 
Tax-Equivalent Net Interest Margin3.13 3.12 3.16 
(1)Presented on a fully taxable-equivalent basis using a 21% federal tax rate and statutory interest expense disallowance.
(2)Annualized ratios
10

ALLOWANCE FOR CREDIT LOSSES AND ASSET QUALITY (Unaudited):
(Dollars in thousands)Sep. 30,
2024		Jun. 30,
2024		Mar. 31,
2024		Dec. 31,
2023		Sep. 30,
2023
Allowance for Credit Losses on Loans:
Beginning balance$35,288 $33,524 $34,187 $34,004 $32,588 
Loans Charged off
Commercial real estate— — — — — 
Commercial and industrial(356)(56)— (19)— 
Construction— — — — — 
Residential mortgage— (2)(28)(9)— 
Consumer(8)(4)(22)(17)(32)
Total loans charged off(364)(62)(50)(45)(32)
Recoveries of loans previously charged off
Commercial real estate— 4 — — — 
Commercial and industrial— — — — — 
Construction— — — — — 
Residential mortgage2 29 — — 7 
Consumer15 11 6 7 14 
Total recoveries17 44 6 7 21 
Balance before provision34,941 33,506 34,143 33,966 32,577 
Provision for credit losses - loans621 1,782 (619)221 1,427 
Balance, end of quarter$35,562 $35,288 $33,524 $34,187 $34,004 
Nonperforming Assets
Total nonaccrual loans17,380 9,999 10,389 14,216 13,458 
Foreclosed real estate281 441 5,110 293 905 
Total nonperforming assets17,661 10,440 15,499 14,509 14,363 
Accruing loans 90 days or more past due1 — 25 — 12 
Total risk elements$17,662 $10,440 $15,524 $14,509 $14,375 

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 Common Share
(Dollars in thousands, except per share data)Sep. 30,
2024		Jun. 30,
2024		Mar. 31,
2024		Dec. 31,
2023		Sep. 30,
2023
Shareholders' Equity$573,059 $559,686 $550,968 $542,350 $528,711 
Less: Goodwill128,160 127,031 127,031 127,031 127,031 
Less: Core Deposit and Other Intangibles6,713 5,626 6,051 6,479 6,970 
Tangible Equity$438,186 $427,029 $417,886 $408,840 $394,710 
Common Shares Outstanding16,620,17416,580,59516,565,63716,573,70716,580,347
Tangible Book Value per Share$26.36 $25.75 $25.23 $24.67 $23.81 
Adjusted Earnings Per Common Share Excluding Non-Recurring Income and Expenses
Three Months Ended
(Dollars in thousands, except per share data)Sep. 30,
2024		Jun. 30,
2024		Mar. 31,
2024		Dec. 31,
2023		Sep. 30,
2023
Net Income Available to Common Shareholders$12,301 $11,771 $12,133 $12,098 $9,236 
Less: BOLI Death Benefit Income4 487 1,460 — — 
Plus: Merger and Acquisition Expenses109 — — — 352 
Less: Tax Effect of Merger and Acquisition Expenses23 — — — 74 
Net Income Excluding Non-Recurring Income and Expenses$12,383 $11,284 $10,673 $12,098 $9,514 
Weighted Average Shares Outstanding16,612,65716,576,28316,567,90216,574,19916,571,825
Adjusted Earnings Per Common Share Excluding Non-Recurring Income and Expenses$0.75 $0.68 $0.64 $0.73 $0.57 
12

Return on Average Tangible Common Equity
Three Months Ended
(Dollars in thousands)Sep. 30,
2024		Jun. 30,
2024		Mar. 31,
2024		Dec. 31,
2023		Sep. 30,
2023
Net income available to common shareholders$12,301 $11,771 $12,133 $12,098 $9,236 
Plus: Intangible amortization, net of tax363 336 338 388 382 
$12,664 $12,107 $12,471 $12,486 $9,618 
Average shareholders' equity$565,300 $553,675 $546,001 $537,219 $529,067 
Less: Average goodwill127,773 127,031 127,031 127,031 127,031 
Less: Average core deposit and other intangibles6,424 5,833 6,259 6,716 7,210 
Average tangible shareholders' equity$431,103 $420,811 $412,711 $403,472 $394,826 
Return on average tangible common equity(1)
11.69 %11.57 %12.15 %12.31 %9.69 %
(1) Annualized ratio
Efficiency Ratio
Three Months Ended
(Dollars in thousands) Sep. 30,
2024		Jun. 30,
2024		Mar. 31,
2024		Dec. 31,
2023		Sep. 30,
2023
Noninterest expense$29,959 $28,224 $28,520 $28,389 $29,229 
Less: Merger and acquisition expenses109 — — — 352 
Less: Intangible amortization460 425 428 491 484 
Less: Loss (Gain) on sale or write-down of foreclosed assets, net(35)42 — — (18)
Efficiency ratio numerator$29,425 $27,757 $28,092 $27,898 $28,411 
Net interest income40,169 38,766 36,456 37,000 37,480 
Noninterest income5,178 5,329 5,837 5,117 5,346 
Less: BOLI Death Benefit4 487 1,460 — — 
Efficiency ratio denominator$45,343 $43,608 $40,833 $42,117 $42,826 
Efficiency ratio64.89 %63.65 %68.80 %66.24 %66.34 %
13
v3.24.3
Cover
Oct. 23, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Oct. 23, 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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