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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):  April 24, 2024
MID PENN BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
Pennsylvania 1-13677 25-1666413
(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 share MPB
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b) )
o Pre-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 April 24, 2024, Mid Penn Bancorp, Inc. (the "Corporation") issued a press release discussing its financial results for the quarter ended March 31, 2024.  A copy of the Corporation’s press release dated April 24, 2024 is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
ITEM 8.01    OTHER EVENTS
On April 24, 2024, the Board of Directors of Mid Penn Bancorp, Inc. (the “Corporation”) approved the renewal of the Corporation’s treasury stock repurchase program, which was originally announced on March 19, 2020. The repurchase plan, which authorized the repurchase of up to $15 million, of which approximately $5 million remains available, of Corporation common stock in open market or privately negotiated transactions, has been extended through April 24, 2025.
The repurchase plan may be modified, suspended or terminated at any time, in the Corporation’s discretion, based upon a number of factors, including liquidity, market conditions, the availability of alternative investment opportunities and other factors the Corporation deems appropriate. The repurchase program does not obligate the Corporation to repurchase any shares.
Additionally, on April 24, 2024, the Corporation announced that its Board of Directors declared a quarterly cash dividend of $0.20 per common share payable on May 27, 2024 to shareholders of record as of May 10, 2024.
ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS
(d)Exhibits.
99.1
104 Cover 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: April 24, 2024
By: /s/ Rory G. Ritrievi
Rory G. Ritrievi
President and Chief Executive Officer

EX-99.1 2 mpb-20240331xexx991.htm EX-99.1 Document

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 FIRST QUARTER EARNINGS BEAT
AND DECLARES 54TH CONSECUTIVE QUARTERLY DIVIDEND

April 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 March 31, 2024, of $12.1 million, or $0.73 per diluted common share, versus analyst consensus of $0.61 per share.

Key Highlights of the First Quarter of 2024:

•Loan growth for the first quarter of 2024 was $64.7 million, or 6.1% (annualized). Total loans increased $706.1 million compared to the first quarter of 2023. Excluding the Brunswick loans of $324.5 million acquired in 2023, organic loan growth for the quarter ended March 31, 2024, from the quarter ended March 31, 2023 was $381.6 million or 10.6%.

•Deposits increased $32.9 million, or 3.0% (annualized), for the first quarter of 2024. Organic deposits increased $219.6 million, or 5.7% (excluding Brunswick acquisition deposits in 2023 of $281.4 million) for the quarter ended March 31, 2024, compared to the quarter ended March 31, 2023.

•Net income available to common shareholders increased 0.3% to $12.1 million, or $0.73 per diluted common share, for the first quarter of 2024, compared to net income of $12.1 million, or $0.73 per diluted common share for the fourth quarter of 2023. Net income available to common shareholders increased 8.07% to $12.1 million, or $0.73 per diluted common share, for the first quarter of 2024, compared to net income of $11.2 million, or $0.71 per diluted common share, for the first quarter of 2023.

•Tangible book value per common share increased to $25.23 for the quarter ended March 31, 2024, compared to $24.67 and $24.52 for the periods ended December 31, 2023 and March 31, 2023, respectively.

•Return on average assets was 0.92% and return on average equity was 8.94% for the quarter ended March 31, 2024, compared to return on average assets of 0.92% and return on average equity of 8.93% in the fourth quarter of 2023.

•The Board declared a cash dividend of $0.20 per share, payable May 27, 2024, to shareholders of record as of May 10, 2024.
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“With the continuation of the inverted yield curve, persistent escalation in funding costs and additional regional bank asset quality issues, we entered the first quarter expecting a daily fight simply to meet analyst expectations. The team at Mid Penn once again delivered with $0.73 in quarterly EPS, which is almost 20% over consensus estimates. We feel good about those results,” Chair, President and CEO Rory G. Ritrievi said. “In my 4Q23 message, I signaled that we would be cutting operating costs while also significantly slowing down balance sheet growth until the operating environment improved. In reviewing these results, you will see that we accomplished that while also continuing a solid trend in asset quality.”

Ritrievi continued, “At the time I am writing this, however, we are already almost a full month into another challenging quarter. While inflation persists, interest rate reductions - which could help normalize the interest rate curve - have been delayed. Now over 500 days inverted, the shape of the interest rate curve is a real concern for positive economic activity. It certainly has an impact on a community bank like Mid Penn, in that our net interest margin remains under considerable pressure. Adding to that concern are significant geopolitical tensions with conflicts in Eastern Europe, the Middle East and beyond, which have a negative economic impact here and abroad.”

“Throughout the current quarter and the rest of the year, Mid Penn will continue to execute the specific strategic plan I outlined three months ago. We will continue our focus on restrained growth while also restraining operating expenses," Ritrievi added. "Our laser focus on asset quality preservation never changes. It is a core tenet of how we do business. Even in the face of significant external trade winds, we are cautiously optimistic that we will continue to build on our first quarter success and ultimately deliver a 2024 performance in line with analysts' expectations.”

For the first quarter of 2024, 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 April 24, 2024, payable on May 27, 2024, to shareholders of record as of May 10, 2024.


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Net Interest Income
For the three months ended March 31, 2024, net interest income was $36.5 million compared to net interest income of $37.0 million for the three months ended December 31, 2023, and $36.0 million for the three months ended March 31, 2023. The tax-equivalent net interest margin for the three months ended March 31, 2024 was 2.97% compared to 3.02% for the fourth quarter of 2023, and 3.49% for the first quarter of 2023, representing a 1 basis point ("bp") decrease compared to the prior quarter, and a 53 bp decrease compared to the same period in 2023, primarily driven by higher interest rates resulting from persistent inflation.
The yield on interest-earning assets increased to 5.51% for the quarter ended March 31, 2024, from 5.35% for the quarter ended December 31, 2023, and 4.86% for the quarter ended March 31, 2023. These increases were due to assets continuing to reprice at higher rates during the first quarter of 2024. Increased yields on interest-earning assets were more than offset by increases in funding costs for the first quarter of 2024, with the overall cost of interest-bearing liabilities increasing to 3.24% during the first quarter of 2024, compared to 3.02% for the three months ended December 31, 2023, and 1.81% for the three months ended March 31, 2023.

Average Balances

Average loans increased $92.7 million to $4.3 billion for the quarter ended March 31, 2024, compared to $4.2 billion for the quarter ended December 31, 2023, and $3.6 billion for the quarter ended March 31, 2023. Average deposits were $4.3 billion for the first quarter of 2024, reflecting a decrease of $90.5 million, or 2.1%, compared to total average deposits of $4.4 billion in the fourth quarter of 2023, and an increase of $529.1 million, or 14.0%, compared to total average deposits of $3.8 billion for the first 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 2.46% for the first quarter of 2024, representing a 13 bp increase and a 117 bp increase from the fourth quarter of 2023 and the first 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.

Deposits were $4.4 billion as of March 31, 2024, compared to $4.3 billion and $3.9 billion at December 31, 2023, and March 31, 2023, respectively. The increase during the first quarter of 2024 was primarily related to a $29.9 million increase in time deposits. Time deposits represented 33.6% of total deposits at December 31, 2023, and increased to 34.0% at March 31, 2024. The mix of non-interest-bearing deposits increased $6.5 million from the fourth quarter of 2023, representing approximately 18.4% of total deposits at March 31, 2024, compared to 18.4% at December 31, 2023, 18.3% at September 30, 2023, and 19.2% at June 30, 2023. The average duration of the non-hedged time deposit portfolio was 12 months at March 31, 2024.

Asset Quality

The total provision for credit losses, including provision for credit losses on off-balance sheet credit exposures, was $(937) thousand for the three months ended March 31, 2024, a decrease of $273 thousand and $1.7 million compared to the provision for credit losses of $(664) thousand and $719 thousand for the three months ended December 31, 2023 and the three months ended March 31, 2023, respectively.

The provision for credit losses on loans was $(619) thousand for the three months ended March 31, 2024, a decrease of $1.1 million compared to the provision for credit losses of $490 thousand for the three months ended March 31, 2023. The decrease in provision for the three months ended March 31, 2024, is primarily due to a decrease in loss factors across all portfolios. The provision for credit losses on off-balance sheet credit exposures was $(318) thousand for the three months ended March 31, 2024. Net charge-offs for the three months ended March 31, 2024, were $44 thousand or 0.001% of total loans.

Total nonperforming assets were $15.5 million at March 31, 2024, compared to nonperforming assets of $14.5 million and $14.2 million at December 31, 2023, and March 31, 2023, respectively. The increase during the first quarter of 2024 primarily related to loans totaling $1.1 million attributable to one relationship placed on non-accrual. Delinquency as a percentage of total loans was 0.38% at March 31, 2024.
3


Capital
Shareholders’ equity increased $8.6 million, or 1.59%, from $542.4 million as of December 31, 2023 to $551.0 million as of March 31, 2024. Retained earnings increased $8.8 million, or 6.04%, from $146.0 million as of December 31, 2023, to $154.8 million as of March 31, 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 March 31, 2024. Additionally, Mid Penn declared $3.3 million in dividends during the first 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 three months ended March 31, 2024, Mid Penn has repurchased 15,500 shares of common stock at an average price of $20.81. As of March 31, 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 March 31, 2024.
Noninterest Income
For the three months ended March 31, 2024, noninterest income totaled $5.8 million, an increase of $720 thousand, or 14.1%, compared to noninterest income of $5.1 million for the fourth quarter of 2023. The increase is primarily due to a $1.2 million increase in other miscellaneous noninterest income, offset by decreases in gains on sales of SBA loans, fiduciary and wealth management, and mortgage hedging income.
For the three months ended March 31, 2024, noninterest income totaled $5.8 million, an increase of $1.5 million, or 34.96%, compared to noninterest income of $4.3 million for the three months ended March 31, 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 increased $131 thousand to $28.5 million in the first quarter of 2024 from $28.4 million in the prior quarter, driven by a $742 thousand increase in shares tax on stock repurchases, which is due to credits that were received in the fourth quarter of 2023, lowering the expense. Additionally, there was a $345 thousand increase in legal and professional fees, and a $247 thousand increase in salaries and benefits expense, which typically run higher in the first quarter due to payroll taxes and other payroll benefits resetting, offset by expected decreases in other noninterest expenses, due to corporate efforts to reduce operating costs.

For the three months ended March 31, 2024, noninterest expense totaled $28.5 million, an increase of $2.7 million, or 10.4%, compared to noninterest expense of $25.8 million for the three months ended March 31, 2023. The increase was primarily the result of a $1.6 million increase in salaries and benefits expense, driven by the Brunswick acquisition, and a $605 thousand increase in FDIC charges due to increased assessment rates.

The efficiency ratio(1) was 68.8% in the first quarter of 2024, compared to 66.2% in the fourth quarter of 2023, and 62.6% in the first quarter of 2023. The change in the efficiency ratio during the first quarter of 2024 compared to the fourth quarter of 2023 was the result of higher noninterest income and slightly higher noninterest expenses, partially offset by lower net interest income, driven by the current interest rate environment. The change compared to the first quarter of 2023 was driven by growth in noninterest expense outpacing growth in net interest income, again due to the current rate environment. 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 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.
5


SUMMARY FINANCIAL HIGHLIGHTS (Unaudited):
(Dollars in thousands, except per share data) Mar. 31,
2024
Dec. 31,
2023
Sep. 30,
2023
Jun. 30,
2023
Mar. 31,
2023
Ending Balances:
Investment securities $ 615,061  $ 623,121  $ 620,636  $ 634,287  $ 633,831 
Loans, net of unearned interest 4,317,449  4,252,792  4,145,657  4,034,510  3,611,347 
Total assets 5,330,379  5,290,792  5,214,718  5,087,568  4,583,465 
Total deposits 4,379,105  4,346,212  4,380,380  4,285,450  3,878,081 
Shareholders' equity 550,968  542,350  528,711  525,888  510,793 
Average Balances:
Investment securities 615,687  606,946  619,071  630,750  636,151 
Loans, net of unearned interest 4,293,828  4,201,092  4,053,514  3,808,717  3,555,375 
Total assets 5,319,680  5,226,382  5,106,103  4,827,786  4,520,869 
Total deposits 4,312,094  4,402,565  4,361,067  4,057,605  3,782,990 
Shareholders' equity 546,001  537,219  529,067  504,535  510,857 
Three Months Ended
Income Statement: Mar. 31,
2024
Dec. 31,
2023
Sep. 30,
2023
Jun. 30,
2023
Mar. 31,
2023
Net interest income $ 36,456  $ 37,000  $ 37,480  $ 36,444  $ 36,049 
Provision for credit losses (937) (664) 2,087  1,558  719 
Noninterest income 5,837  5,117  5,346  5,220  4,325 
Noninterest expense 28,520  28,389  29,229  35,128  25,841 
Income before provision for income taxes 14,710  14,392  11,510  4,978  13,814 
Provision for income taxes 2,577  2,294  2,274  142  2,587 
Net income available to shareholders 12,133  12,098  9,236  4,836  11,227 
Net income excluding non-recurring income and expenses (1)
10,673  12,098  9,514  11,112  11,404 
Per Share:
Basic earnings per common share $ 0.73  $ 0.73  $ 0.56  $ 0.29  $ 0.71 
Diluted earnings per common share 0.73  0.73  0.56  0.29  0.70 
Cash dividends declared 0.20  0.20  0.20  0.20  0.20 
Book value per common share 33.26  32.72  31.89  31.74  32.15 
Tangible book value per common share (1)
25.23  24.67  23.81  23.62  24.52 
Asset Quality:
Net charge-offs (recoveries) to average loans (annualized) 0.004  % 0.004  % 0.001  % 0.018  % 0.013  %
Non-performing loans to total loans 0.24  0.33  0.32  0.39  0.38 
Non-performing asset to total loans and other real estate 0.36  0.34  0.35  0.40  0.39 
Non-performing asset to total assets 0.29  0.27  0.28  0.32  0.31 
ACL on loans to total loans 0.78  0.80  0.82  0.81  0.87 
ACL on loans to nonperforming loans 322.66  240.48  252.67  205.65  225.71 
Profitability:
Return on average assets 0.92  % 0.92  % 0.72  % 0.40  % 1.01  %
Return on average equity 8.94  8.93  6.93  3.84  8.91 
  Return on average tangible common equity (1)
12.15  12.31  9.69  5.55  12.01 
Net interest margin 2.97  3.02  3.16  3.29  3.49 
Efficiency ratio (1)
68.80  66.24  66.34  64.44  62.60 
Capital Ratios:
Tier 1 Capital (to Average Assets) (2)
8.3  % 8.3  % 8.4  % 9.6  % 9.2  %
Common Tier 1 Capital (to Risk Weighted Assets) (2)
9.6  9.7  9.7  10.7  10.8 
Tier 1 Capital (to Risk Weighted Assets) (2)
9.6  9.7  9.7  10.7  10.8 
Total Capital (to Risk Weighted Assets) (2)
11.4  11.6  11.7  11.5  13.1 
(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 March 31, 2024 are preliminary and prior periods are actual.
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CONSOLIDATED BALANCE SHEETS (Unaudited):
(In thousands, except share data) Mar. 31, 2024 Dec. 31, 2023 Sep. 30, 2023 Jun. 30, 2023 Mar. 31, 2023
ASSETS
Cash and due from banks $ 33,362  $ 45,435  $ 52,509  $ 70,832  $ 51,158 
Interest-bearing balances with other financial institutions 31,801  34,668  12,739  13,332  4,996 
Federal funds sold 2,922  16,660  52,851  9,711  6,017 
Total cash and cash equivalents 68,085  96,763  118,099  93,875  62,171 
Investment Securities:
Held to maturity, at amortized cost 396,998  399,128  401,561  404,831  396,784 
Available for sale, at fair value 217,632  223,555  218,662  229,023  236,609 
Equity securities available for sale, at fair value 431  438  413  433  438 
Loans held for sale 4,581  3,855  4,270  7,258  2,677 
Loans, net of unearned interest 4,317,449  4,252,792  4,145,657  4,034,510  3,611,347 
Less: Allowance for credit losses (33,524) (34,187) (34,004) (32,588) (31,265)
Net loans 4,283,925  4,218,605  4,111,653  4,001,922  3,580,082 
Premises and equipment, net 36,068  36,909  38,102  38,483  34,191 
Operating lease right of use asset 8,414  8,953  8,693  9,106  8,414 
Finance lease right of use asset 2,683  2,727  2,773  2,817  2,862 
Cash surrender value of life insurance 52,997  54,497  54,209  53,931  50,928 
Restricted investment in bank stocks 17,446  16,768  13,554  11,646  8,041 
Accrued interest receivable 26,975  25,820  24,230  19,626  19,205 
Deferred income taxes 22,894  24,146  25,110  23,910  15,548 
Goodwill 127,031  127,031  127,031  127,031  114,231 
Core deposit and other intangibles, net 6,051  6,479  6,970  7,453  6,916 
Foreclosed assets held for sale 5,110  293  905  489  248 
Other assets 53,058  44,825  58,483  55,734  44,120 
Total Assets $ 5,330,379  $ 5,290,792  $ 5,214,718  $ 5,087,568  $ 4,583,465 
LIABILITIES & SHAREHOLDERS’ EQUITY
Deposits:
Noninterest-bearing demand $ 807,861  $ 801,312  $ 803,550  $ 822,822  $ 797,038 
Interest-bearing transaction accounts 2,082,846  2,086,450  2,217,885  2,186,734  2,197,216 
Time 1,488,398  1,458,450  1,358,945  1,275,894  883,827 
Total Deposits 4,379,105  4,346,212  4,380,380  4,285,450  3,878,081 
Short-term borrowings 271,849  241,532  139,000  112,442  88,000 
Long-term debt 23,941  59,003  58,991  58,981  4,316 
Subordinated debt and trust preferred securities 46,201  46,354  46,501  46,648  56,794 
Operating lease liability 8,683  9,285  9,097  9,894  9,270 
Accrued interest payable 16,330  14,257  14,657  11,115  5,809 
Other liabilities 33,302  31,799  37,381  37,150  30,402 
Total Liabilities 4,779,411  4,748,442  4,686,007  4,561,680  4,072,672 
Shareholders' Equity:
Common stock, par value $1.00 per share; 40.0 million shares authorized 17,006  16,999  16,993  16,980  16,098 
Additional paid-in capital 406,150  405,725  405,341  404,902  387,332 
Retained earnings 154,801  145,982  137,199  131,271  129,617 
Accumulated other comprehensive loss (16,947) (16,637) (21,362) (17,805) (17,374)
Treasury stock (10,042) (9,719) (9,460) (9,460) (4,880)
Total Shareholders’ Equity 550,968  542,350  528,711  525,888  510,793 
Total Liabilities and Shareholders' Equity $ 5,330,379  $ 5,290,792  $ 5,214,718  $ 5,087,568  $ 4,583,465 
7


CONSOLIDATED STATEMENTS OF INCOME (Unaudited):
Three Months Ended
(Dollars in thousands, except per share data) Mar. 31, 2024 Dec. 31, 2023 Sep. 30, 2023 Jun. 30, 2023 Mar. 31, 2023
INTEREST INCOME
Loans, including fees $ 63,236  $ 61,309  $ 58,792  $ 52,094  $ 45,865 
Investment securities:
Taxable 4,040  4,063  4,106  3,962  3,874 
Tax-exempt 376  378  382  391  389 
Other interest-bearing balances 403  139  86  83  53 
Federal funds sold 136  228  51  49  45 
Total Interest Income 68,191  66,117  63,417  56,579  50,226 
INTEREST EXPENSE
Deposits 26,332  25,808  23,559  17,927  12,001 
Short-term borrowings 4,446  2,506  1,584  1,507  1,490 
Long-term and subordinated debt 957  803  794  701  686 
Total Interest Expense 31,735  29,117  25,937  20,135  14,177 
Net Interest Income 36,456  37,000  37,480  36,444  36,049 
PROVISION FOR CREDIT LOSSES (937) (664) 2,087  1,558  719 
Net Interest Income After Provision for Credit Losses 37,393  37,664  35,393  34,886  35,330 
NONINTEREST INCOME
Fiduciary and wealth management 1,132  1,323  1,296  1,204  1,236 
ATM debit card interchange 945  979  986  998  1,056 
Service charges on deposits 509  485  509  514  435 
Mortgage banking 424  300  382  287  384 
Mortgage hedging —  109  67  128  20 
Net gain on sales of SBA loans 107  358  85  128  — 
Earnings from cash surrender value of life insurance 284  288  278  292  254 
Other 2,436  1,275  1,743  1,669  940 
Total Noninterest Income 5,837  5,117  5,346  5,220  4,325 
NONINTEREST EXPENSE
Salaries and employee benefits 15,462  15,215  15,259  15,027  13,844 
Software licensing and utilization 2,120  1,826  2,085  2,070  1,946 
Occupancy, net 1,982  1,952  1,761  1,750  1,886 
Equipment 1,222  1,330  1,292  1,248  1,251 
Shares tax 997  255  808  751  899 
Legal and professional fees 998  653  890  602  800 
ATM/card processing 534  442  641  532  493 
Intangible amortization 428  491  484  461  344 
FDIC Assessment 945  730  1,746  684  340 
(Gain) loss on sale or write-down of foreclosed assets, net —  —  (18) (126) — 
Merger and acquisition —  —  352  4,992  224 
Post-acquisition restructuring —  —  —  2,952  — 
Other 3,832  5,495  3,929  4,185  3,814 
Total Noninterest Expense 28,520  28,389  29,229  35,128  25,841 
INCOME BEFORE PROVISION FOR INCOME TAXES 14,710  14,392  11,510  4,978  13,814 
Provision for income taxes 2,577  2,294  2,274  142  2,587 
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS $ 12,133  $ 12,098  $ 9,236  $ 4,836  $ 11,227 
PER COMMON SHARE DATA:
Basic Earnings Per Common Share $ 0.73  $ 0.73  $ 0.56  $ 0.29  $ 0.71 
Diluted Earnings Per Common Share $ 0.73  $ 0.73  $ 0.56  $ 0.29  $ 0.70 
Cash Dividends Declared $ 0.20  $ 0.20  $ 0.20  $ 0.20  $ 0.20 
8


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
March 31, 2024 December 31, 2023 March 31, 2023
(Dollars in thousands) Average Balance Interest Yield/
Rate
Average Balance Interest Yield/
Rate
Average Balance Interest Yield/
Rate
ASSETS:
Interest Bearing Balances $ 39,999  $ 403  4.05  % $ 30,715  $ 139  1.80  % $ 5,761  $ 53  3.73  %
Investment Securities:
Taxable 539,674  3,800  2.83  530,099  3,199  2.39  556,901  3,764  2.74 
Tax-Exempt 76,013  376  1.99  76,847  378  1.95  79,250  493  2.52 
Total Securities 615,687  4,176  2.73  606,946  3,577  2.34  636,151  4,257  2.71 
Federal Funds Sold 10,373  136  5.27  12,224  228  7.40  3,775  45  4.83 
Loans, Net of Unearned Interest 4,293,828  63,236  5.92  4,201,092  61,309  5.79  3,555,375  45,961  5.24 
Restricted Investment in Bank Stocks 19,439  239  4.94  13,754  315  9.09  9,542  110  4.68 
Total Earning Assets 4,979,326  68,190  5.51  4,864,731  65,568  5.35  4,210,604  50,426  4.86 
Cash and Due from Banks 38,264  38,370  51,444 
Other Assets 302,090  323,281  258,821 
Total Assets $ 5,319,680  $ 5,226,382  $ 4,520,869 
LIABILITIES & SHAREHOLDERS' EQUITY:
Interest-bearing Demand $ 898,340  $ 3,884  1.74  % $ 938,246  $ 4,087  1.73  % $ 968,951  $ 2,691  1.13  %
Money Market 876,242  5,968  2.74  925,902  6,266  2.68  940,286  4,084  1.76 
Savings 287,765  72  0.10  295,757  53  0.07  330,773  54  0.07 
Time 1,468,611  16,408  4.49  1,405,927  15,403  4.35  749,598  5,172  2.80 
Total Interest-bearing Deposits 3,530,958  26,332  3.00  3,565,832  25,809  2.87  2,989,608  12,001  1.63 
Short term borrowings 316,025  4,446  5.66 149,218  2,506  6.66  121,898  1,490  4.96 
Long-term debt 40,571  533  5.28 58,987  373  2.51  4,350  44  4.10 
Subordinated debt and trust preferred securities 46,275  424  3.69 46,425  429  3.67  56,875  642  4.58 
Total Interest-bearing Liabilities 3,933,829  31,735  3.24 3,820,462  29,117  3.02  3,172,731  14,177  1.81 
Noninterest-bearing Demand 781,136  836,733  793,382 
Other Liabilities 58,714  31,968  43,899 
Shareholders' Equity 546,001  537,219  510,857 
Total Liabilities & Shareholders' Equity $ 5,319,680  $ 5,226,382  $ 4,520,869 
Net Interest Income $ 36,455  $ 36,451  $ 36,049 
Taxable Equivalent Adjustment (1) 260  33  200 
Net Interest Income (taxable equivalent basis) $ 36,715  $ 36,484  $ 36,249 
Total Yield on Earning Assets 5.51  % 5.35  % 4.86  %
Rate on Supporting Liabilities 3.24  3.02  1.81 
Average Interest Spread 2.26  2.32  3.05 
Net Interest Margin 2.97  2.97  3.49 
(1)Presented on a fully taxable-equivalent basis using a 21% federal tax rate and statutory interest expense disallowance.
9


ALLOWANCE FOR CREDIT LOSSES AND ASSET QUALITY (Unaudited):
(Dollars in thousands) Mar. 31,
2024
Dec. 31,
2023
Sep. 30,
2023
Jun. 30,
2023
Mar. 31,
2023
Allowance for Credit Losses on Loans:
Beginning balance $ 34,187  $ 34,004  $ 32,588  $ 31,265  $ 18,957 
Impact of adopting CECL —  —  —  —  11,931 
Purchase credit deteriorated loans —  —  —  336  — 
Loans Charged off
Commercial real estate —  —  —  —  (16)
Commercial and industrial —  (19) —  (109) (111)
Construction —  —  —  —  — 
Residential mortgage (28) (9) —  —  (4)
Consumer (22) (17) (32) (65) (19)
Total loans charged off (50) (45) (32) (174) (150)
Recoveries of loans previously charged off
Commercial real estate —  —  —  —  — 
Commercial and industrial —  —  —  —  — 
Construction —  —  —  —  — 
Residential mortgage —  —  —  30 
Consumer 14 
Total recoveries 21  37 
Balance before provision 34,143  33,966  32,577  31,431  30,775 
Provision for credit losses - loans (619) 221  1,427  1,157  490 
Balance, end of quarter $ 33,524  $ 34,187  $ 34,004  $ 32,588  $ 31,265 
Nonperforming Assets
Total nonperforming loans 10,390  14,216  13,458  15,846  13,909 
Foreclosed real estate 5,110  293  905  489  248 
Total nonperforming assets 15,500  14,509  14,363  16,335  14,157 
Accruing loans 90 days or more past due 25  —  12 
Total risk elements $ 15,525  $ 14,509  $ 14,375  $ 16,344  $ 14,164 

10


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) Mar. 31,
2024
Dec. 31,
2023
Sep. 30,
2023
Jun. 30,
2023
Mar. 31,
2023
Shareholders' Equity $ 550,968  $ 542,350  $ 528,711  $ 525,888  $ 510,793 
Less: Goodwill 127,031  127,031  127,031  127,031  114,231 
Less: Core Deposit and Other Intangibles 6,051  6,479  6,970  7,453  6,916 
Tangible Equity $ 417,886  $ 408,840  $ 394,710  $ 391,404  $ 389,646 
Common Shares Outstanding 16,565,637 16,573,707 16,580,347 16,567,578 15,890,011
Tangible Book Value per Share $ 25.23  $ 24.67  $ 23.81  $ 23.62  $ 24.52 
Adjusted Earnings Per Common Share Excluding Non-Recurring Income and Expenses
Three Months Ended
(Dollars in thousands, except per share data) Mar. 31,
2024
Dec. 31,
2023
Sep. 30,
2023
Jun. 30,
2023
Mar. 31,
2023
Net Income Available to Common Shareholders $ 12,133  $ 12,098  $ 9,236  $ 4,836  $ 11,227 
Less: BOLI Death Benefit Income 1,460  —  —  —  — 
Plus: Merger and Acquisition Expenses —  —  352  7,944  224 
Less: Tax Effect of Merger and Acquisition Expenses —  —  74  1,668  47 
Net Income Excluding Non-Recurring Income and Expenses $ 10,673  $ 12,098  $ 9,514  $ 11,112  $ 11,404 
Weighted Average Shares Outstanding 16,567,902 16,574,199 16,571,825 16,235,106 15,886,186
Adjusted Earnings Per Common Share Excluding Non-Recurring Income and Expenses $ 0.64  $ 0.73  $ 0.57  $ 0.68  $ 0.72 
11


Return on Average Tangible Common Equity
Three Months Ended
(Dollars in thousands) Mar. 31,
2024
Dec. 31,
2023
Sep. 30,
2023
Jun. 30,
2023
Mar. 31,
2023
Net income available to common shareholders $ 12,133  $ 12,098  $ 9,236  $ 4,836  $ 11,227 
Plus: Intangible amortization, net of tax 338  388  382  364  272 
$ 12,471  $ 12,486  $ 9,618  $ 5,200  $ 11,499 
Average shareholders' equity $ 546,001  $ 537,219  $ 529,067  $ 504,535  $ 510,857 
Less: Average goodwill 127,031  127,031  127,031  120,631  114,231 
Less: Average core deposit and other intangibles 6,259  6,716  7,210  7,016  7,129 
Average tangible shareholders' equity $ 412,711  $ 403,472  $ 394,826  $ 376,888  $ 389,497 
Return on average tangible common equity 12.15  % 12.31  % 9.69  % 5.55  % 12.01  %
Efficiency Ratio
Three Months Ended
(Dollars in thousands) Mar. 31,
2024
Dec. 31,
2023
Sep. 30,
2023
Jun. 30,
2023
Mar. 31,
2023
Noninterest expense $ 28,520  $ 28,389  $ 29,229  $ 35,128  $ 25,841 
Less: Merger and acquisition expenses —  —  352  7,944  224 
Less: Intangible amortization 428  491  484  461  344 
Less: (Gain) loss on sale or write-down of foreclosed assets, net —  —  (18) (126) — 
Efficiency ratio numerator $ 28,092  $ 27,898  $ 28,411  $ 26,849  $ 25,273 
Net interest income 36,456  37,000  37,480  36,444  36,049 
Noninterest income 5,837  5,117  5,346  5,220  4,325 
Less: BOLI Death Benefit 1,460  —  —  —  — 
Efficiency ratio denominator $ 40,833  $ 42,117  $ 42,826  $ 41,664  $ 40,374 
Efficiency ratio 68.80  % 66.24  % 66.34  % 64.44  % 62.60  %
12