MID PENN BANCORP INC
For the period ended Mar 31, 2024. Filed May 8, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2024 · Filed May 8, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the quarterly period ended March 31, 2024
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the transition period from ________ to ________
Commission file number 1-13677
(Exact Name of Registrant as Specified in its Charter)
| Pennsylvania | 25-1666413 |
|---|---|
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
| 2407 Park DriveHarrisburg, Pennsylvania | 17110 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code 1.866.642.7736
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 |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x Noo
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x Noo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated Filer | x | Emerging Growth Company | o |
|---|---|---|---|---|---|
| Non-accelerated Filer | o | Smaller Reporting 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
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yeso Nox
As of May 1, 2024, the registrant had 16,689,304 shares of common stock outstanding, par value $1.00 per share.
FORM 10-Q
TABLE OF CONTENTS
| PART 1 – FINANCIAL INFORMATION | |
|---|---|
| Item 1 – Financial Statements | 4 |
| Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023 (Unaudited) | 4 |
| Consolidated Statements of Income for the Three Months Ended March 31, 2024 and 2023 (Unaudited) | 5 |
| Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2024 and 2023 (Unaudited) | 6 |
| Consolidated Statements of Changes in Shareholders’ Equity for the Three Months Ended March 31, 2024 and 2023 (Unaudited) | 7 |
| Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (Unaudited) | 8 |
| Notes to Consolidated Financial Statements (Unaudited) | 10 |
| Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations | 39 |
| Item 3 – Quantitative and Qualitative Disclosures about Market Risk | 57 |
| Item 4 – Controls and Procedures | 57 |
| PART II – OTHER INFORMATION | 59 |
| Item 1 – Legal Proceedings | 59 |
| Item 1A – Risk Factors | 59 |
| Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds | 60 |
| Item 3 – Defaults upon Senior Securities | 61 |
| Item 4 – Mine Safety Disclosures | 61 |
| Item 5 – Other Information | 61 |
| Item 6 – Exhibits | 62 |
| Signatures | 63 |
Unless the context otherwise requires, the terms "Mid Penn", "Corporation" "we", "us", and "our" refer to Mid Penn Bancorp, Inc. and its consolidated wholly-owned banking subsidiary and nonbank subsidiaries.
GLOSSARY OF DEFINED ACRONYMS AND TERMS
| 2014 Plan | 2014 Restricted Stock Plan |
|---|---|
| 2023 Plan | 2023 Stock Incentive Plan |
| ACL | Allowance for Credit Losses |
| AFS | Available for Sale |
| AOCI | Accumulated Other Comprehensive Income |
| ASC | Accounting Standards Codification |
| ASU | Accounting Standards Update |
| the Bank | Mid Penn Bank |
| Bank Merger | Merger of Brunswick Bank with and into Mid Penn Bank |
| BOLI | Bank Owned Life Insurance |
| bp or bps | basis point(s) |
| Brunswick | Brunswick Bancorp |
| Brunswick Acquisition | Merger acquisition of Brunswick |
| Brunswick Bank | Brunswick Bank & Trust Company |
| CECL | Current Expected Credit Losses |
| DCF | Discounted Cash Flow |
| DIF | FDIC’s Deposit Insurance Fund |
| DRIP | Dividend Reinvestment Plan |
| FASB | Financial Accounting Standards Board |
| FDIC | Federal Deposit Insurance Corporation |
| FHLB | Federal Home Loan Bank of Pittsburgh |
| FICO | the Financing Corporation |
| FOMC | Federal Open Market Committee |
| FTE | Fully taxable-equivalent |
| HFS | Held for Sale |
| HTM | Held to Maturity |
| LGD | Loss Given Default |
| LHFI | Loans held for investment |
| LIHTC | Low-Income Housing Tax Credits |
| Loans | Loans, net of unearned interest |
| Management Discussion | Management's Discussion and Analysis of Financial Condition and Results of Operations |
| Merger | Merger of Brunswick with and into Mid Penn |
| Merger Agreement | Agreement and Plan of Merger between Mid Penn and Brunswick |
| Mid Penn or the Corporation | Mid Penn Bancorp, Inc. |
| N/M | Not meaningful - (percentage changes greater than +/- 150% not considered meaningful) |
| OBS | Off-Balance Sheet |
| OCI | Other Comprehensive Income |
| PCD | Purchased Credit Deteriorated |
| PCL | Provision for Credit Losses |
| PD | Probability of Default |
| Riverview | Riverview Financial Corporation |
| Riverview Acquisition | Merger acquisition of Riverview |
| ROA | Return on Assets |
| ROE | Return on Equity |
| SBA | Small Business Association |
| SEC | Securities Exchange Commission |
| SOFR | Secured Overnight Financing Rate |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.