FALSE000087963500008796352023-10-252023-10-25

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 25, 2023
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 25, 2023, Mid Penn Bancorp, Inc. (the "Corporation") issued a press release discussing its financial results for the quarter ended September 30, 2023.  A copy of the Corporation’s press release dated October 25, 2023 is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
ITEM 8.01    OTHER EVENTS
Additionally, on October 25, 2023, the Corporation announced that its Board of Directors declared a quarterly cash dividend of $0.20 per common share payable on November 27, 2023 to shareholders of record as of November 10, 2023.
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 25, 2023
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
Allison S. Johnson
Chief Financial Officer
MID PENN BANCORP, INC. REPORTS THIRD QUARTER EARNINGS
AND DECLARES DIVIDEND

October 25, 2023 – 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, 2023, of $9.2 million, or $0.56 per diluted common share.

Key Highlights of the Third Quarter of 2023

•Organic loan growth for the third quarter of 2023 was $111.1 million, or 10.9% (annualized), from the second quarter of 2023.

•Organic deposit growth for the quarter ended September 30, 2023 was $94.9 million, or 8.8% (annualized), from the second quarter of 2023.

•Credit quality strengthened during the third quarter of 2023 with nonperforming assets declining $1.6 million from June 30, 2023.

“The third quarter of 2023 was a challenging one for Mid Penn, mostly due to external forces beyond our control. Chief among them was an inverted yield curve throughout the quarter that had our base borrowing rate, the effective funds rate, higher than our base lending rate, the 5-year Treasury. As a consequence, maintaining a respectable net interest margin was extremely difficult, as evidenced by additional compression in that metric,” Chair, President, and CEO Rory G. Ritrievi said.

Ritrievi added, “The residential mortgage business, a significant portion of our noninterest revenues, continues to be impacted by elevated rates, which have dampened productivity across the country. Our ongoing response to these pressures is to find expense cuts throughout the company that will help us preserve net income for not only the fourth quarter of 2023 but also fiscal year 2024. We take these measures while also focusing on the positive aspects of the third quarter, which were: significant organic growth on both sides of the balance sheet, a continuous improvement in our asset quality metrics, and continued growth in shareholder equity.”

For the third quarter of 2023, the Board is pleased to announce a quarterly cash dividend of $0.20 per share of common stock, which was declared at its meeting on October 25, 2023, payable on November 27, 2023, to shareholders of record as of November 10, 2023.
(1)Non-GAAP financial measure. Refer to the calculation on the section titled “Reconciliation of Non-GAAP Measures” at the end of this document.

1

Net Interest Income
For the three months ended September 30, 2023, net interest income was $37.5 million compared to net interest income of $36.4 million for the three months ended June 30, 2023, and $39.4 million for the three months ended September 30, 2022. The tax-equivalent net interest margin for the three months ended September 30, 2023, was 3.16% compared to 3.29% for the second quarter of 2023, and 3.92% for the third quarter of 2022, a 13 and 76 basis point ("bp") decrease, respectively, compared to the prior quarter and the same period in 2022.

The yield on interest-earning assets increased to 5.35% for the quarter ended September 30, 2023, from 5.10% for the quarter ended June 30, 2023, and 4.28% for the quarter ended September 30, 2022. These increases were due to assets continuing to reprice at higher rates during the third quarter of 2023. Increased yields on interest-earning assets were more than offset by increases in funding costs for the third quarter of 2023 with overall cost of interest-bearing liabilities increasing to 2.79% during the third quarter of 2023, compared to 2.35% at June 30, 2023, and 0.48% at September 30, 2022.
For the nine months ended September 30, 2023, net interest income increased $700 thousand to $110.0 million compared to net interest income of $109.3 million for the same period of 2022.

Average Balances

Average loans increased $244.8 million to $4.1 billion at September 30, 2023, compared to $3.8 billion at June 30, 2023, and $3.2 billion at September 30, 2022. Average deposits were $4.4 billion for the third quarter of 2023, reflecting an increase of $303.5 million, or 7.5%, compared to total average deposits in the second quarter of 2023, and $634.4 million, or 17.0%, compared to total average deposits of $3.7 billion for the third quarter of 2022. The average cost of deposits was 2.14% for the third quarter of 2023, representing a 37 bp and 184 bp increase from the second quarter of 2023 and the third quarter of 2022, respectively. We continue to face headwinds with respect to deposit pricing as customers in many product types have become increasingly rate sensitive. 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.

The mix of deposits continues to shift as customers move funds from non-interest-bearing accounts to time deposits given prevailing thought that current rates are at highs. Time deposits represented 22.8% of total deposits at March 31, 2023, and increased to 31.0% at September 30, 2023. The mix of non-interest-bearing deposits declined during the quarter, representing approximately 18.4% of total deposits at September 30, 2023 compared to 19.4% at June 30, 2023 and 20.6% at both March 31, 2023. The average duration of the non-hedged time deposit portfolio is 12 months at September 30, 2023. We believe this positions us well to reprice the portfolio at lower rates in the future.
Asset Quality
On January 1, 2023, Mid Penn adopted ASU 2016-13, Financial Instruments - Credit Losses (ASC Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss methodology, and is referred to as CECL. Results for reporting periods beginning after January 1, 2023, are presented under CECL, while prior period results are reported in accordance with the previously applicable incurred loss methodology.

The provision for credit losses on loans was $1.4 million for the three months ended September 30, 2023, an increase of $270 thousand compared to the provision for credit losses of $1.2 million for the three months ended June 30, 2023. The provision for credit losses on loans was $3.1 million for the nine months ended September 30, 2023, a decrease of $701 thousand compared to the provision for credit losses of $3.8 million for the nine months ended September 30, 2022. The ratio of allowance for credit losses to total loans increased to 0.82% at September 30, 2023, from 0.81% at June 30, 2023, primarily due to lower nonperforming individually-evaluated loans.

Total nonperforming assets were $14.7 million at September 30, 2023, compared to nonperforming assets of $16.3 million and $7.7 million at June 30, 2023, and September 30, 2022, respectively. The decrease during the third quarter of 2023 primarily related to payoffs on nonaccrual loans. Delinquency as a percentage of total loans was 0.30% at September 30, 2023.
2

Capital
Shareholders’ equity increased $16.6 million, or 3.24%, from $512.1 million as of December 31, 2022, to $528.7 million as of September 30, 2023. The increase was primarily due to the acquisition of Brunswick Bancorp in the second quarter of 2023. 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 September 30, 2023. Additionally, Mid Penn declared $3.2 million in dividends during the third quarter of 2023.
On May 11, 2023, Mid Penn’s Board of Directors reauthorized its treasury stock repurchase program ("Program") effective through May 11, 2024. The Program authorizes the repurchase of up to $15.0 million of Mid Penn’s outstanding common stock. There were no share repurchases during the three months ended September 30, 2023. During the nine months ended September 30, 2023, Mid Penn repurchased 204,379 shares of common stock at an average price of $22.41. As of September 30, 2023, Mid Penn repurchased 412,722 shares of common stock at an average price of $22.92 per share under the Program. The Program had $5.5 million remaining available for repurchase as of September 30, 2023.
Noninterest Income

For the three months ended September 30, 2023, noninterest income totaled $5.3 million, which was consistent with noninterest income of $5.2 million for the second quarter of 2023.

For the nine months ended September 30, 2023, noninterest income totaled $14.9 million, a decrease of $2.0 million, compared to noninterest income of $16.9 million for the nine months ended September 30, 2022. The decrease in noninterest income is primarily due to mortgage banking hedging activities. Given the rising interest rate environment and lower demand for mortgages, hedging the mortgage pipeline becomes more difficult and adds volatility to earnings.
Noninterest Expense

Noninterest expense totaled $29.9 million, a decrease of $5.6 million, or 15.8%, for the three months ended September 30, 2023, compared to noninterest expense of $35.5 million for the second quarter of 2023. Noninterest expense for the three months ended June 30, 2023, included $7.9 million of merger-related expenses, which is the primary driver of the decrease. Excluding merger related expenses, overall noninterest expense remained relatively flat for the third quarter of 2023 compared to the second quarter of 2023. For the nine months ended September 30, 2023, noninterest expense totaled $91.5 million, an increase of $17.1 million, or 23.0%, compared to noninterest expense of $74.4 million for the nine months ended September 30, 2022. Noninterest expense for the nine months ended September 30, 2023, includes $8.5 million of merger-related expenses.

The efficiency ratio(1) was 67.9% in the third quarter of 2023, compared to 65.4% in the second quarter of 2023, and 53.5% in the third quarter of 2022. Mid Penn is currently evaluating 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 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.
3

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 the 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 Brunswick 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 the transaction; the ability to complete the integration of Mid Penn and Brunswick successfully; the dilution caused by Mid Penn’s issuance of additional shares of its capital stock in connection with the 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, 2022 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 assumes no obligation for updating any such forward-looking statements at any time, except as required by law.
4

SUMMARY FINANCIAL HIGHLIGHTS (Unaudited):
(Dollars in thousands, except per share data)Sep. 30,
2023		Jun. 30,
2023		Mar. 31,
2023		Dec. 31,
2022		Sep. 30,
2022
Ending Balances:
Investment securities$620,038 $634,038 $633,831 $637,802 $644,765 
Loans, net of unearned interest4,111,653 4,001,922 3,580,082 3,495,162 3,303,977 
Total assets5,215,963 5,088,813 4,583,465 4,497,954 4,333,903 
Total deposits4,381,616 4,286,686 3,878,081 3,778,331 3,729,596 
Shareholders' equity528,711 525,888 510,793 512,099 499,105 
Average Balances:
Investment securities619,071 630,750 636,151 640,792 626,447 
Loans, net of unearned interest4,053,514 3,808,717 3,555,375 3,395,308 3,237,587 
Total assets5,106,103 4,827,786 4,520,869 4,381,213 4,339,783 
Total deposits4,361,067 4,057,605 3,782,990 3,727,287 3,726,658 
Shareholders' equity529,067 504,535 510,857 505,769 502,082 
Three Months Ended
Income Statement:Sep. 30,
2023		Jun. 30,
2023		Mar. 31,
2023		Dec. 31,
2022		Sep. 30,
2022
Net interest income$37,480 $36,444 $36,049 $38,577 $39,409 
Provision for credit losses1,427 1,157 490 525 1,550 
Noninterest income5,346 5,220 4,325 6,714 5,963 
Noninterest expense29,889 35,529 26,070 25,468 24,715 
Income before provision for income taxes11,510 4,978 13,814 19,298 19,107 
Provision for income taxes2,274 142 2,587 3,579 3,626 
Net income available to shareholders9,236 4,836 11,227 15,719 15,481 
Net income excluding non-recurring expenses (1)
9,514 11,112 11,404 15,951 15,481 
Per Share:
Basic earnings per common share$0.56 $0.29 $0.71 $0.99 $0.97 
Diluted earnings per common share0.56 0.29 0.70 0.99 0.97 
Cash dividends declared0.20 0.20 0.20 0.20 0.20 
Book value per common share31.89 31.74 32.15 32.24 31.42 
Tangible book value per common share (1)
23.63 23.48 24.52 24.59 23.80 
Asset Quality:
Net charge-offs (recoveries) to average loans (annualized)0.001 %0.018 %0.013 %0.006 %(0.007 %)
Non-performing loans to total loans0.33 0.39 0.38 0.25 0.23 
Non-performing asset to total loans and other real estate0.36 0.40 0.39 0.25 0.23 
Non-performing asset to total assets0.28 0.32 0.31 0.21 0.18 
ACL on loans to total loans0.82 0.81 0.87 0.54 0.56 
ACL on loans to nonperforming loans245.91 205.65 225.71 220.82 242.23 
Profitability:
Return on average assets0.72 %0.40 %1.01 %1.42 %1.42 %
Return on average equity6.93 3.84 8.91 12.33 12.23 
  Return on average tangible common equity (1)
9.72 5.53 11.97 16.61 16.55 
Net interest margin3.16 3.29 3.49 3.80 3.92 
Efficiency ratio (1)
67.88 65.40 63.16 54.59 53.46 
Capital Ratios:
Tier 1 Capital (to Average Assets) (2)
8.4 %9.6 %9.2 %10.7 %9.6 %
Common Tier 1 Capital (to Risk Weighted Assets) (2)
9.7 10.7 10.8 12.5 11.4 
Tier 1 Capital (to Risk Weighted Assets) (2)
9.7 10.7 10.8 12.5 11.7 
Total Capital (to Risk Weighted Assets) (2)
11.7 11.5 13.1 14.5 13.8 
(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 September 30, 2023 are preliminary and prior periods are actual.
5

CONSOLIDATED BALANCE SHEETS (Unaudited):
(In thousands, except share data)Sep. 30, 2023Jun. 30, 2023Mar. 31, 2023Dec. 31, 2022Sep. 30, 2022
ASSETS
Cash and due from banks$52,509 $70,832 $51,158 $53,368 $76,018 
Interest-bearing balances with other financial institutions12,739 13,332 4,996 4,405 4,520 
Federal funds sold52,851 9,711 6,017 3,108 14,140 
Total cash and cash equivalents118,099 93,875 62,171 60,881 94,678 
Investment Securities:
Held to maturity, at amortized cost401,561 404,831 396,784 399,494 402,142 
Available for sale, at fair value218,064 228,774 236,609 237,878 242,195 
Equity securities available for sale, at fair value413 433 438 430 428 
Loans held for sale4,270 7,258 2,677 2,475 5,997 
Loans, net of unearned interest4,145,657 4,034,510 3,611,347 3,514,119 3,322,457 
Less: Allowance for credit losses(34,004)(32,588)(31,265)(18,957)(18,480)
Net loans4,111,653 4,001,922 3,580,082 3,495,162 3,303,977 
Premises and equipment, net38,849 39,230 34,191 34,471 33,854 
Operating lease right of use asset8,693 9,106 8,414 8,798 8,352 
Finance lease right of use asset2,773 2,817 2,862 2,907 2,952 
Cash surrender value of life insurance54,209 53,931 50,928 50,674 50,419 
Restricted investment in bank stocks13,554 11,646 8,041 8,315 4,595 
Accrued interest receivable24,230 19,626 19,205 18,405 15,861 
Deferred income taxes25,509 24,309 15,548 13,674 16,093 
Goodwill129,897 129,403 114,231 114,231 113,871 
Core deposit and other intangibles, net6,970 7,453 6,916 7,260 7,215 
Foreclosed assets held for sale905 489 248 43 49 
Other assets56,314 53,710 44,120 42,856 31,225 
Total Assets$5,215,963 $5,088,813 $4,583,465 $4,497,954 $4,333,903 
LIABILITIES & SHAREHOLDERS’ EQUITY
Deposits:
Noninterest-bearing demand$804,785 $830,479 $797,038 $793,939 $863,037 
Interest-bearing transaction accounts2,217,885 2,180,312 2,197,216 2,325,847 2,414,272 
Time1,358,946 1,275,895 883,827 658,545 452,287 
Total Deposits 4,381,616 4,286,686 3,878,081 3,778,331 3,729,596 
Short-term borrowings139,000 112,442 88,000 102,647 — 
Long-term debt58,992 58,982 4,316 4,409 4,501 
Subordinated debt and trust preferred securities46,501 46,648 56,794 56,941 66,357 
Operating lease liability9,097 9,894 9,270 9,725 10,261 
Accrued interest payable14,657 11,115 5,809 2,303 1,841 
Other liabilities37,389 37,158 30,402 31,499 22,242 
Total Liabilities4,687,252 4,562,925 4,072,672 3,985,855 3,834,798 
Shareholders' Equity:
Common stock, par value $1.00 per share; 40.0 million shares authorized16,993 16,980 16,098 16,094 16,091 
Additional paid-in capital405,341 404,902 387,332 386,987 386,452 
Retained earnings137,199 131,271 129,617 133,114 120,572 
Accumulated other comprehensive loss (21,362)(17,805)(17,374)(19,216)(19,130)
Treasury stock(9,460)(9,460)(4,880)(4,880)(4,880)
Total Shareholders’ Equity528,711 525,888 510,793 512,099 499,105 
Total Liabilities and Shareholders' Equity$5,215,963 $5,088,813 $4,583,465 $4,497,954 $4,333,903 
6

CONSOLIDATED STATEMENTS OF INCOME (Unaudited):
Three Months EndedNine Months Ended
(Dollars in thousands, except per share data)Sep. 30, 2023Jun. 30, 2023Mar. 31, 2023Dec. 31, 2022Sep. 30, 2022Sep. 30, 2023Sep. 30, 2022
INTEREST INCOME
Loans, including fees$58,792 $52,094 $45,865 $42,492 $38,484 $156,751 $107,764 
Investment securities:
Taxable4,106 3,962 3,874 3,784 3,382 11,942 8,168 
Tax-exempt382 391 389 390 392 1,162 1,107 
Other interest-bearing balances86 83 53 36 12 222 33 
Federal funds sold51 49 45 40 736 145 1,786 
Total Interest Income 63,417 56,579 50,226 46,742 43,006 170,222 118,858 
INTEREST EXPENSE
Deposits23,559 17,927 12,001 6,995 2,836 53,487 7,149 
Short-term borrowings1,584 1,507 1,490 441 — 4,581 — 
Long-term and subordinated debt794 701 686 729 761 2,181 2,453 
Total Interest Expense 25,937 20,135 14,177 8,165 3,597 60,249 9,602 
Net Interest Income 37,480 36,444 36,049 38,577 39,409 109,973 109,256 
PROVISION FOR CREDIT LOSSES1,427 1,157 490 525 1,550 3,074 3,775 
Net Interest Income After Provision for Credit Losses36,053 35,287 35,559 38,052 37,859 106,899 105,481 
NONINTEREST INCOME
Fiduciary and wealth management 1,296 1,204 1,236 1,085 1,729 3,736 3,986 
ATM debit card interchange 986 998 1,056 1,099 1,078 3,040 3,263 
Service charges on deposits509 514 435 461 483 1,458 1,617 
Mortgage banking382 287 384 237 536 1,053 1,370 
Mortgage hedging67 128 20 150 217 215 1,321 
Net gain on sales of SBA loans85 128 — — 152 213 262 
Earnings from cash surrender value of life insurance278 292 254 255 250 824 758 
Other 1,743 1,669 940 3,427 1,518 4,352 4,366 
Total Noninterest Income 5,346 5,220 4,325 6,714 5,963 14,891 16,943 
NONINTEREST EXPENSE
Salaries and employee benefits15,259 15,027 13,844 13,434 13,583 44,130 39,167 
Software licensing and utilization2,085 2,070 1,946 1,793 1,804 6,101 5,731 
Occupancy, net1,761 1,750 1,886 1,812 1,634 5,397 5,088 
Equipment1,292 1,248 1,251 1,249 1,121 3,791 3,244 
Shares tax808 751 899 160 920 2,458 2,626 
Legal and professional fees890 602 800 900 528 2,292 1,861 
ATM/card processing641 532 493 534 518 1,666 1,605 
Intangible amortization484 461 344 496 514 1,289 1,516 
FDIC Assessment1,746 684 340 243 254 2,770 1,351 
(Gain) loss on sale or write-down of foreclosed assets, net(18)(126)— (45)(57)(144)(88)
Merger and acquisition 352 4,992 224 294 — 5,568 — 
Post-acquisition restructuring — 2,952 — — — 2,952 329 
Other 4,589 4,586 4,043 4,598 3,896 13,218 11,945 
Total Noninterest Expense 29,889 35,529 26,070 25,468 24,715 91,488 74,375 
INCOME BEFORE PROVISION FOR INCOME TAXES11,510 4,978 13,814 19,298 19,107 30,302 48,049 
Provision for income taxes2,274 142 2,587 3,579 3,626 5,003 8,962 
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS$9,236 $4,836 $11,227 $15,719 $15,481 $25,299 $39,087 
PER COMMON SHARE DATA:
Basic Earnings Per Common Share$0.56 $0.29 $0.71 $0.99 $0.97 $1.56 $2.45 
Diluted Earnings Per Common Share$0.56 $0.29 $0.70 $0.99 $0.97 $1.56 $2.45 
Cash Dividends Declared$0.20 $0.20 $0.20 $0.20 $0.20 $0.60 $0.60 
7

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, 2023June 30, 2023September 30, 2022
(Dollars in thousands)Average Balance
Interest (1)
Yield/
Rate		Average Balance
Interest (1)
Yield/
Rate		Average Balance
Interest (1)
Yield/
Rate
ASSETS:
Interest Bearing Balances$12,804 $86 2.66 %$7,777 $83 4.28 %$5,583 $12 0.85 %
Investment Securities:
Taxable541,403 3,846 2.82 551,832 3,783 2.75 546,439 3,369 2.45 
Tax-Exempt77,668 382 1.95 78,918 495 2.52 80,008 496 2.46 
Total Securities619,071 4,228 2.71 630,750 4,278 2.72 626,447 3,865 2.45 
Federal Funds Sold8,260 51 2.45 6,035 49 3.26 131,089 736 2.23 
Loans, Net of Unearned Interest4,053,514 58,792 5.75 3,808,717 52,192 5.50 3,237,587 38,573 4.73 
Restricted Investment in Bank Stocks10,968 260 9.40 10,177 179 7.05 4,322 13 1.19 
Total Earning Assets4,704,617 63,417 5.35 4,463,456 56,781 5.10 4,005,028 43,199 4.28 
Cash and Due from Banks77,122 70,378 69,751 
Other Assets324,364 293,953 265,004 
Total Assets $5,106,103 $4,827,787 $4,339,783 
LIABILITIES & SHAREHOLDERS' EQUITY:
Interest-bearing Demand$960,052 $3,899 1.61 %$936,687 $3,216 1.38 %$1,072,496 $873 0.32 %
Money Market929,036 5,969 2.55 929,774 5,104 2.20 994,446 1,097 0.44 
Savings308,732 60 0.08 319,728 64 0.08 352,024 43 0.05 
Time1,308,945 13,631 4.13 1,061,276 9,543 3.61 464,273 823 0.70 
Total Interest-bearing Deposits3,506,765 23,559 2.67 3,247,465 17,927 2.21 2,883,239 2,836 0.39 
Short term borrowings64,282 1,585 9.7894,067 1,507 6.43 — — — 
Long-term debt76,515 332 1.7254,347 194 1.43 4,537 150 13.12 
Subordinated debt and trust preferred securities46,377 461 3.9447,782 507 4.26 69,523 611 3.49 
Total Interest-bearing Liabilities3,693,939 25,937 2.793,443,661 20,135 2.35 2,957,299 3,597 0.48 
Noninterest-bearing Demand854,302 810,140 843,419 
Other Liabilities28,795 69,451 36,983 
Shareholders' Equity529,067 504,535 502,082 
Total Liabilities & Shareholders' Equity $5,106,103 $4,827,787 $4,339,783 
Net Interest Income (taxable equivalent basis)$37,480 $36,646 $39,602 
Taxable Equivalent Adjustment80 (202)(193)
Net Interest Income$37,560 $36,444 $39,409 
Total Yield on Earning Assets5.35 %5.10 %4.28 %
Rate on Supporting Liabilities2.79 2.35 0.48 
Average Interest Spread2.56 2.76 3.80 
Net Interest Margin3.16 3.29 3.92 
(1)Presented on a fully taxable-equivalent basis using a 21% federal tax rate and statutory interest expense disallowance.
8

ALLOWANCE FOR CREDIT LOSSES AND ASSET QUALITY (Unaudited):
(Dollars in thousands)Sep. 30,
2023		Jun. 30,
2023		Mar. 31,
2023		Dec. 31,
2022		Sep. 30,
2022
Allowance for Credit Losses on Loans:
Beginning balance$32,588 $31,265 $18,957 $18,480 $16,876 
Impact of adopting CECL— — 11,931 — — 
Purchase credit deteriorated loans— 336 — — — 
Loans Charged off
Commercial real estate— — (16)(7)— 
Commercial and industrial— (109)(111)— (1)
Construction— — — — — 
Residential mortgage— — (4)(23)(3)
Consumer(32)(65)(19)(20)(11)
Total loans charged off(32)(174)(150)(50)(15)
Recoveries of loans previously charged off
Commercial real estate— — — — 63 
Commercial and industrial— — — — — 
Construction— — — — — 
Residential mortgage7 — 30 — — 
Consumer14 4 7 2 6 
Total recoveries21 4 37 2 69 
Balance before provision32,577 31,431 30,775 18,432 16,930 
Provision for credit losses1,427 1,157 490 525 1,550 
Balance, end of quarter$34,004 $32,588 $31,265 $18,957 $18,480 
Nonperforming Assets
Total nonperforming loans13,828 15,846 13,909 8,585 7,629 
Foreclosed real estate905 489 248 43 49 
Total nonperforming assets14,733 16,335 14,157 8,628 7,678 
Accruing loans 90 days or more past due12 9 7 654 633 
Total risk elements$14,745 $16,344 $14,164 $9,282 $8,311 
PPP Summary
(Dollars in thousands)Sep. 30,
2023		Jun. 30,
2023		Mar. 31,
2023		Dec. 31,
2022		Sep. 30,
2022
PPP loans, net of deferred fees$1,547 $1,633 $1,752 $2,600 $2,800 
PPP Fees recognized$3 $3 $5 $29 $99 
9

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. Non-PPP core banking loans are meaningful to investors as they are indicative of portfolio loans and related growth from traditional bank activities and excludes short-term or nonrecurring loans from special programs like the PPP. 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)Sep. 30,
2023		Jun. 30,
2023		Mar. 31,
2023		Dec. 31,
2022		Sep. 30,
2022
Shareholders' Equity$528,711 $525,888 $510,793 $512,099 $499,105 
Less: Goodwill129,897 129,403 114,231 114,231 113,871 
Less: Core Deposit and Other Intangibles6,970 7,453 6,916 7,260 7,215 
Tangible Equity$391,844 $389,032 $389,646 $390,608 $378,019 
Common Shares Outstanding16,580,34716,567,57815,890,01115,886,14315,882,853
Tangible Book Value per Share$23.63 $23.48 $24.52 $24.59 $23.80 
Non-PPP Core Banking Loans
(Dollars in thousands) Sep. 30,
2023		Jun. 30,
2023		Mar. 31,
2023		Dec. 31,
2022		Sep. 30,
2022
Loans, net of unearned interest$4,145,657 $4,034,510 $3,611,347 $3,514,119 $3,322,457 
Less: PPP loans, net of deferred fees1,547 1,633 1,752 2,600 2,800 
Non-PPP core banking loans$4,144,110 $4,032,877 $3,609,595 $3,511,519 $3,319,657 
10

Adjusted Earnings Per Common Share Excluding Non-Recurring Expenses
Three Months Ended
(Dollars in thousands, except per share data)Sep. 30,
2023		Jun. 30,
2023		Mar. 31,
2023		Dec. 31,
2022		Sep. 30,
2022
Net Income Available to Common Shareholders$9,236 $4,836 $11,227 $15,719 $15,481 
Plus: Merger and Acquisition Expenses352 7,944 224 294 — 
Less: Tax Effect of Merger and Acquisition Expenses74 1,668 47 62 — 
Net Income Excluding Non-Recurring Expenses$9,514 $11,112 $11,404 $15,951 $15,481 
Weighted Average Shares Outstanding16,571,82516,235,10615,886,18615,883,00315,877,592
Adjusted Earnings Per Common Share Excluding Non-Recurring Expenses$0.57 $0.68 $0.72 $0.99 $0.97 
Return on Average Tangible Common Equity
Three Months Ended
(Dollars in thousands)Sep. 30,
2023		Jun. 30,
2023		Mar. 31,
2023		Dec. 31,
2022		Sep. 30,
2022
Net income available to common shareholders$9,236 $4,836 $11,227 $15,719 $15,481 
Plus: Intangible amortization, net of tax382 364 272 392 406 
$9,618 $5,200 $11,499 $16,111 $15,887 
Average shareholders' equity$529,067 $504,535 $510,857 $505,769 $502,082 
Less: Average goodwill129,428 120,284 114,231 113,879 113,835 
Less: Average core deposit and other intangibles7,210 7,016 7,129 6,966 7,465 
Average tangible shareholders' equity$392,429 $377,235 $389,497 $384,924 $380,782 
Return on average tangible common equity9.72 %5.53 %11.97 %16.61 %16.55 %
Efficiency Ratio
Three Months Ended
(Dollars in thousands) Sep. 30,
2023		Jun. 30,
2023		Mar. 31,
2023		Dec. 31,
2022		Sep. 30,
2022
Noninterest expense$29,889 $35,529 $26,070 $25,468 $24,715 
Less: Merger and acquisition expenses352 7,944 224 294 — 
Less: Intangible amortization484 461 344 496 514 
Less: (Gain) loss on sale or write-down of foreclosed assets, net(18)(126)— (45)(57)
Efficiency ratio numerator$29,071 $27,250 $25,502 $24,723 $24,258 
Net interest income37,480 36,444 36,049 38,577 39,409 
Noninterest income5,346 5,220 4,325 6,714 5,963 
Efficiency ratio denominator$42,826 $41,664 $40,374 $45,291 $45,372 
Efficiency ratio67.88 %65.40 %63.16 %54.59 %53.46 %
11
v3.23.3
Cover
Oct. 25, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Oct. 25, 2023
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)
Historical Stock Chart
Von Apr 2024 bis Mai 2024 Click Here for more Mid Penn Bancorp Charts.
Mid Penn Bancorp (NASDAQ:MPB)
Historical Stock Chart
Von Mai 2023 bis Mai 2024 Click Here for more Mid Penn Bancorp Charts.