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8-K - 8-K - MID PENN BANCORP INCmpb-8k_20171025.htm

Exhibit 99.1

PRESS RELEASE

Mid Penn Bancorp, Inc.

349 Union Street

Millersburg, PA  17061

1-866-642-7736

CONTACTS

 

Rory G. Ritrievi

President & Chief Executive Officer

Michael D. Peduzzi, CPA

Chief Financial Officer

 

 

MID PENN BANCORP, INC. REPORTS DOUBLE-DIGIT PERCENTAGE INCREASES

IN QUARTERLY AND YEAR-OVER-YEAR EARNINGS,

AND CONTINUED GROWTH IN ASSETS, LOANS, AND DEPOSITS

 

October 25, 2017 – Millersburg, PA – Mid Penn Bancorp, Inc. (“Mid Penn”) (NASDAQ:  MPB), the parent company of Mid Penn Bank (the “Bank”), today reported net income (earnings) of $2,249,000 or $0.53 per common share basic and diluted for the quarter ended September 30, 2017, compared to earnings of $1,901,000 or $0.45 per common share basic and diluted for the quarter ended September 30, 2016.  The earnings per share (EPS) for the third quarter of 2017 represent an 18 percent increase when compared to the EPS for the third quarter of 2016. On a non-GAAP basis, Mid Penn’s earnings for the quarter ended September 30, 2017, when excluding the after-tax impact of merger-related expenses, were $2,474,000 or $0.58 per common share basic and diluted.

 

For the nine months ended September 30, 2017, Mid Penn’s earnings were $6,588,000 or $1.56 per common share basic and diluted, compared to earnings of $5,728,000 or $1.35 per common share basic and diluted for the same period in 2016.  The EPS for the nine months ended September 30, 2017 reflect an increase of over 15 percent compared to the same period in 2016.  On a non-GAAP basis, Mid Penn’s earnings for the nine months ended September 30, 2017, when excluding the after-tax impact of merger-related expenses, were $7,020,000 or $1.66 per common share basic and diluted.      

 

Please refer to the section included herein under the heading “Reconciliation of Non-GAAP Measures (Unaudited)” for a discussion of our use of non-GAAP adjusted financial information which include tables reconciling GAAP and non-GAAP adjusted financial measures for the periods ended September 30, 2017 and 2016.

 

Mid Penn also reported total assets of $1,153,373,000 as of September 30, 2017, an increase of $120,774,000 or 12 percent compared to total assets of $1,032,599,000 as of December 31, 2016.  In the first nine months of 2017, Mid Penn realized favorable loan growth, primarily in commercial relationships, of $63,462,000 or an annualized growth rate of over 10 percent since December 31, 2016.  This asset and loan growth was principally funded by an increase in deposits of $91,302,000 or an annualized growth rate of over 13 percent since year-end 2016.

 

As previously announced, on March 29, 2017, Mid Penn and the Bank entered into a merger agreement with The Scottdale Bank & Trust Company (“Scottdale”) under which Scottdale will merge with and into Mid Penn Bank, with Mid Penn Bank remaining as the surviving entity.  The parties have been working closely together to obtain the required regulatory and shareholder approvals to move forward with the transaction and integration activities contemplated by the merger agreement.  Both banks are holding special shareholder meetings on November 17, 2017, to vote to adopt the merger agreement.  The meeting of Mid Penn shareholders will be held beginning at 9:00 a.m., local time, at the Halifax Area Ambulance and Rescue Association, Inc., 31 Bunker Hill Road, Halifax, Pennsylvania.  The meeting of Scottdale shareholders will be held at 2:00 p.m., local time, at the Pleasant Valley Country Club, 440 Pleasant Valley Road, Connellsville, Pennsylvania.

 

PRESIDENT’S STATEMENT

 

I am pleased to report Mid Penn's financial results for the three and nine months ended September 30, 2017, which reflect double-digit percentage increases in earnings for both the quarter and year-to-date as compared to the same periods in 2016.  Our earnings for the nine months ended September 30, 2017, when excluding the after-tax impact of merger-related expenses increased 23 percent compared to earnings for the nine months ended September 30, 2016.  Our earnings for the third quarter of 2017, when excluding the after-tax impact of merger-related expenses, reflect an over 30 percent increase compared to the third quarter of 2016.  Our ability to continue to produce and report these phenomenal results represent the commitment of our entire Mid Penn team to grow high quality loans funded by low cost deposits, to grow fee-based revenues, to improve asset quality, and to control operating expenses while investing in important technologies to enhance the customer experience and efficient operation of our Bank.        

1


Given these favorable quarterly results, on October 25, 2017 the Board of Directors declared a cash dividend of $0.13 per common share of Mid Penn stock, payable November 27, 2017 to shareholders of record as of November 8, 2017.

 

We are grateful to be a part of the communities we serve, and look forward to building new and existing relationships with our commercial, retail, and wealth management customers, both organically and through the expansion of our operating footprint.  We look forward to our special meeting of shareholders on November 17th, as we are confident that our shareholders and those of Scottdale will affirm the decision of our Boards to approve the merger in the best interests of both organizations.  We also are finishing the construction of our newest branch in Halifax, PA, which we expect to begin serving customers in the first quarter of 2018.  

 

These are exciting times for Mid Penn, both given the continued favorable core performance reflected in our results through September 30, 2017, and as we look towards the opportunities awaiting us for the remainder of 2017 and into the new year and beyond.

 

OPERATING RESULTS

 

Net Interest Income and Net Interest Margin

 

Net interest income was $9,516,000 for the three months ended September 30, 2017, an increase of $758,000 or 9 percent compared to net interest income of $8,758,000 for the three months ended September 30, 2016.  Through the first nine months of 2017, net interest income was $28,101,000, an increase of $2,385,000 or 9 percent compared to net interest income of $25,716,000 for the same period in 2016.

 

For the three months ended September 30, 2017, Mid Penn’s tax-equivalent net interest margin was 3.64% compared to 3.71% for the three months ended September 30, 2016.  For the nine months ended September 30, 2017, Mid Penn’s tax-equivalent net interest margin was 3.73% versus 3.83% for the nine months ended September 30, 2016.  The decrease in the net interest margin year over year was primarily attributed to the lower yield earned on the investment portfolio.  For the first nine months of 2017, the overall investment portfolio yield was 2.35%, compared to an investment portfolio yield of 2.93% for the same period in 2016.  The reduction was attributed to Mid Penn establishing an $82,625,000 held-to-maturity investment portfolio including lower-risk and lower-yielding U.S. Treasury notes and U.S. agency mortgage-backed securities in the first quarter of 2017.  The held-to-maturity portfolio was established to support the Bank’s growth in public fund deposit pledging requirements.  

 

Noninterest Income

 

During the three months ended September 30, 2017, noninterest income was $1,564,000 reflecting an increase of $145,000 or 10 percent compared to noninterest income of $1,419,000 for the three months ended September 30, 2016.  For the nine months ended September 30, 2017, noninterest income totaled $4,362,000, an increase of $313,000 or 8 percent, compared to noninterest income of $4,049,000 for the same period in 2016.

 

Mid Penn increased its origination and sales activities related to Small Business Administration (“SBA”) loans, resulting in gains of $703,000 from related loan sales during the first nine months of 2017, an increase of $349,000 or 99 percent compared to SBA loan sales gains of $354,000 for the first nine months of 2016.  More qualified small business borrowers continue to take advantage of Mid Penn’s Preferred Lender status with the SBA.

 

Income from fiduciary activities was $613,000 for the first nine months of 2017, an increase of $264,000 or 76 percent compared to fiduciary income of $349,000 during the same period in 2016.  These additional revenues were attributed to trust assets under management significantly increasing over the past twelve months as a result successful business development efforts by Mid Penn’s expanded team of trust and retail investment officers.  

 

For the nine months ended September 30, 2017, service charges on deposits were $554,000, an increase of $70,000 or 14 percent, compared to service charges of $484,000 for the nine months ended September 30, 2016.  This upturn was driven by an increase in the volume of transactional deposit accounts, and by an increase in charges collected including overdraft fees.

 

ATM debit card interchange income was $689,000 for the nine months ended September 30, 2017, an increase of $66,000 or 11 percent compared to interchange income of $623,000 for the same period in 2016.  The additional income is a result of an increased volume of transactional checking accounts and an increase in Mid Penn Bank ATM debit card transactions across our market area.

 

Net gains on sales of securities were $42,000 for the first nine months of 2017, a decrease of $371,000 or 90 percent compared to net gains on sales of securities of $413,000 during the same period ended September 30, 2016.  During the first nine months of 2016, Mid Penn took advantage of favorable fixed income investment market conditions and increased fair values on several securities to reposition some of its investment portfolio, including selling a large volume of longer-term and rate-sensitive CMOs, as well as certain municipal bonds and agency notes.  


2


Noninterest Expense

 

During the three months ended September 30, 2017, noninterest expenses totaled $7,960,000, an increase of $795,000 or 11 percent compared to noninterest expenses of $7,165,000 for the three months ended September 30, 2016.  For the nine months ended September 30, 2017, noninterest expenses totaled $23,320,000, an increase of $2,242,000 or 11 percent compared to noninterest expenses of $21,078,000 for the first nine months in 2016.

 

Salaries and employee benefits expense increased $1,238,000 or 11 percent during the first nine months of 2017 versus the same period in 2016, with the increase attributable to (i) the addition of lending personnel, credit support staff, and executive management in alignment with Mid Penn’s core banking growth, (ii) added retail staff for three new branch offices at Oregon Pike, New Holland, and Orwigsburg, all of which opened after September 30, 2016, and (iii) increased healthcare costs from Mid Penn’s self-funded medical plan during the first nine months of 2017.

 

Occupancy expenses for the nine months ended September 30, 2017 increased $330,000 or 21 percent compared to the same period in 2016.  In the twelve months since September 30, 2016, Mid Penn added facility operating costs associated with opening the above-noted three new branch offices, as well as loan production offices in Lancaster and Franklin Counties in Pennsylvania.

 

Mid Penn’s FDIC assessment increased by $151,000 or 35 percent from $434,000 during the nine months ended September 30, 2016, to $585,000 during the nine months ended September 30, 2017, due to the Company’s growing deposits and assets, which increased the base amount used to determine the FDIC insurance assessment.

 

Legal and professional fees for the nine months ended September 30, 2017 increased by $69,000 or 13 percent compared to the same period in 2016 due to increased legal and professional fees for wealth management, audit, and public relations activities.

 

Software licensing fees increased by $81,000 or 8 percent from $1,015,000 during the nine months ended September 30, 2016, to $1,096,000 during the nine months ended September 30, 2017.  The increase is a result of additional costs to upgrade internal systems to better serve our customers, as well as increases in per-transaction and per-account data processing fees as our customer base and transaction volume grow.

 

Pennsylvania bank shares tax expense decreased $106,000 or 17 percent during the nine months ended September 30, 2017 versus the same period in 2016, due to the additional Pennsylvania-eligible tax credits generated from Mid Penn’s donations to support education and economic development throughout the markets it serves.

 

FINANCIAL CONDITION

 

Loans

 

Total loans at September 30, 2017 were $877,386,000 compared to $813,924,000 at December 31, 2016, an increase of $63,462,000 or 8 percent (or 10 percent on an annualized basis).  The main driver of Mid Penn’s loan growth continues to be commercial loans, including both commercial and industrial financing, and commercial real estate credits.

 

Deposits

 

Total deposits increased $91,302,000 or over 9 percent (13 percent on an annualized basis), from $935,373,000 at December 31, 2016 to $1,026,675,000 at September 30, 2017, due to both retail branch deposit growth and cash management sales efforts.

 

Investments

 

Mid Penn added a held-to-maturity pool to its overall investment portfolio during the first nine months of 2017, and at September 30, 2017, had $82,625,000 of amortized cost invested in held-to-maturity securities.  No securities were designated as held-to-maturity at December 31, 2016.  Mid Penn’s total available-for-sale securities portfolio decreased $37,112,000 or 28 percent, from $133,625,000 at December 31, 2016 to $96,513,000 at September 30, 2017, as some available-for-sale investments were sold to fund both the held-to-maturity pool and loan growth.

 

Capital

 

Shareholders’ equity increased by $6,924,000 or 10 percent, from $70,467,000 at December 31, 2016 to $77,391,000 at September 30, 2017.  The increase during the first nine months of 2017 was attributed to both (i) growth in retained earnings through an increase in year-to-date net income and (ii) other comprehensive income primarily due to the after-tax unrealized appreciation in the value of the available-for-sale investment portfolio since December 31, 2016.  Regulatory capital ratios for both Mid Penn and the Bank exceeded regulatory “well-capitalized” levels at both September 30, 2017 and December 31, 2016.

 

3


ASSET QUALITY

 

Total nonperforming assets were $8,523,000 at September 30, 2017, compared to $5,759,000 at December 31, 2016 and $6,026,000 at September 30, 2016.  The ratio of nonperforming assets to total loans and other real estate was 0.97% as of September 30, 2017, compared to 0.71% as of December 31, 2016, and 0.76% as of September 30, 2016.  The increase in nonperforming assets is primarily due to one larger loan relationship totaling $4.5 million, with a $150,000 specific allowance allocation, being placed on nonaccrual status during the third quarter of 2017.  Mid Penn had net loan recoveries of $94,000 for the nine months ended September 30, 2017, compared to net loan charge-offs of $6,000 during the same period of 2016.  During the first nine months of 2017, Mid Penn successfully recovered principal from continued collection and workout efforts on previously impaired loan relationships, including a $318,000 recovery from a loan that was partially charged-off in 2010.

 

Management performs a monthly evaluation of the adequacy of the loan and lease loss allowance and based on this evaluation, no loan loss provision was recorded for the three months ended September 30, 2017, compared to a loan loss provision of $585,000 for the three months ended September 30, 2016.  For the nine months ended September 30, 2017, the recorded loan loss provision was $225,000 compared to a loan loss provision of $1,320,000 for the nine months ended September 30, 2016.  The significant net principal recoveries during the nine months ended September 30, 2017 added $94,000 to the allowance for loan loss balance.  Additionally, during the nine months ended September 30, 2017, Mid Penn had favorable workouts of certain impaired credits which reduced the amount of required specific allocations in the allowance.  The allowance for loan and lease losses as a percentage of total loans was 0.86% at September 30, 2017, compared to 0.88% at December 31, 2016, and 0.95% at September 30, 2016.  Loan loss reserves as a percentage of nonperforming loans were 88% at September 30, 2017, compared to 130% at December 31, 2016, and 135% at September 30, 2016.  Management believes, based on information currently available, that the allowance for loan and lease losses of $7,502,000 is adequate as of September 30, 2017 to cover specifically identifiable loan losses as well as estimated losses inherent in the portfolio.


4


FINANCIAL HIGHLIGHTS (Unaudited):

(Dollars in thousands, except per share data)

 

September 30,

 

 

December 31,

 

 

Change

 

 

 

2017

 

 

2016

 

 

$

 

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$

1,153,373

 

 

$

1,032,599

 

 

$

120,774

 

 

 

11.7

%

Total Loans

 

 

877,386

 

 

 

813,924

 

 

 

63,462

 

 

 

7.8

%

Total Deposits

 

 

1,026,675

 

 

 

935,373

 

 

 

91,302

 

 

 

9.8

%

Total Equity

 

 

77,391

 

 

 

70,467

 

 

 

6,924

 

 

 

9.8

%

Tangible Book Value per Share *

 

 

17.22

 

 

 

15.59

 

 

 

1.62

 

 

 

10.4

%

* Non-GAAP measure calculated in tables below

 

OPERATING HIGHLIGHTS (Unaudited):

  

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

Nine months ended

 

 

 

 

(Dollars in thousands, except

 

September 30,

 

 

Change

 

 

September 30,

 

 

Change

 

per share data)

 

2017

 

 

2016

 

 

$

 

 

%

 

 

2017

 

 

2016

 

 

$

 

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Interest Income

 

$

9,516

 

 

$

8,758

 

 

$

758

 

 

 

8.7

%

 

$

28,101

 

 

$

25,716

 

 

$

2,385

 

 

 

9.3

%

Net Income

 

$

2,249

 

 

$

1,901

 

 

$

348

 

 

 

18.3

%

 

$

6,588

 

 

$

5,728

 

 

$

860

 

 

 

15.0

%

Basic Earnings per Common Share

 

$

0.53

 

 

$

0.45

 

 

$

0.08

 

 

 

17.8

%

 

$

1.56

 

 

$

1.35

 

 

$

0.21

 

 

 

15.6

%

Return on Average Equity

 

 

11.61

%

 

 

10.12

%

 

N/A

 

 

 

14.8

%

 

 

11.90

%

 

 

10.54

%

 

N/A

 

 

 

12.9

%

Adjusted Efficiency Ratio *

 

 

68.39

%

 

 

68.62

%

 

N/A

 

 

 

-0.3

%

 

 

68.61

%

 

 

68.59

%

 

N/A

 

 

 

0.0

%

* Non-GAAP measure calculated in tables below

 

CAPITAL RATIOS (Unaudited):

 

 

 

 

 

 

 

 

 

To Be Well-Capitalized

 

 

 

 

 

 

 

 

 

 

 

Under Prompt

 

 

 

 

 

 

 

 

 

 

 

Corrective Action

 

 

 

September 30, 2017

 

 

December 31, 2016

 

 

Provisions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Leverage Ratio

 

 

6.8%

 

 

 

6.8%

 

 

 

5.0%

 

Common Tier 1 Capital (to Risk Weighted Assets)

 

 

8.9%

 

 

 

9.1%

 

 

 

6.5%

 

Tier 1 Capital (to Risk Weighted Assets)

 

 

8.9%

 

 

 

9.1%

 

 

 

8.0%

 

Total Capital (to Risk Weighted Assets)

 

 

10.7%

 

 

 

11.0%

 

 

 

10.0%

 

 

RECONCILIATION OF NON-GAAP MEASURES (Unaudited:)

This press release contains financial information determined by methods other than in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"). For tangible book value, the most directly comparable financial measure calculated in accordance with GAAP is our 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 our tangible book value.  We believe that the adjusted efficiency ratio is useful to investors because, by removing the impact of foreclosed assets and non-recurring merger-related expenses, it allows investors to more easily compare our efficiency to other companies and banks in the industry.  We believe earnings per share excluding the after-tax impact of merger-related expenses provides important supplemental information in evaluating Mid Penn’s operating results because these charges are not incurred as a result of ongoing operations.  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. 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.

5


RECONCILIATION OF NON-GAAP MEASURES, CONTINUED (Unaudited:)

 

Tangible Book Value per Share

 

 

 

 

 

 

 

 

 

 

September 30,

 

 

December 31,

 

(Dollars in thousands, except per share data)

 

2017

 

 

2016

 

 

 

 

 

 

 

 

 

 

Shareholder's Equity

 

$

77,391

 

 

$

70,467

 

Less: Goodwill

 

 

3,918

 

 

 

3,918

 

Less: Core Deposit and Other Intangibles

 

 

460

 

 

 

539

 

Numerator

 

$

73,013

 

 

$

66,010

 

 

 

 

 

 

 

 

 

 

Common Shares Issued and Outstanding

 

 

4,240,754

 

 

 

4,233,297

 

 

 

 

 

 

 

 

 

 

Tangible Book Value per Share

 

$

17.22

 

 

$

15.59

 

 

Adjusted Efficiency Ratio

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

(Dollars in thousands)

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest Expense

 

$

7,960

 

 

$

7,165

 

 

$

23,320

 

 

$

21,078

 

Less: Loss on Sale or Write-down of Foreclosed Assets

 

 

-

 

 

 

26

 

 

 

88

 

 

 

158

 

Less: Nonrecurring Merger and Acquisition Expenses

 

 

243

 

 

 

-

 

 

 

467

 

 

 

-

 

Noninterest Expense - Numerator

 

$

7,717

 

 

$

7,139

 

 

$

22,765

 

 

$

20,920

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Interest Income (fully tax equivalent)

 

$

9,741

 

 

$

9,185

 

 

$

28,859

 

 

$

26,952

 

Plus: Noninterest Income

 

 

1,564

 

 

 

1,419

 

 

 

4,362

 

 

 

4,049

 

Less: Nonrecurring Income (1)

 

 

22

 

 

 

200

 

 

 

42

 

 

 

499

 

Denominator

 

$

11,283

 

 

$

10,404

 

 

$

33,179

 

 

$

30,502

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Efficiency Ratio

 

 

68.39

%

 

 

68.62

%

 

 

68.61

%

 

 

68.59

%

 

(1)

Consists of the net gain on sale of investment securities for the three and nine months ended September 30, 2017 and the three months ended September 30, 2016.  The nine months ended September 30, 2016 includes the net gain on the sale of investment securities as well as $86,000 from the gain on sale of insurance policies upon the dissolution of Mid Penn Insurance Services, LLC which is included in other income on the Consolidated Statement of Income.

 

 

Earnings Per Share Excluding After-Tax Impact of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Merger Related Expenses

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

(Dollars in thousands, except per share data)

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

$

2,249

 

 

$

1,901

 

 

$

6,588

 

 

$

5,728

 

Plus: Merger and Acquisition Expenses

 

 

243

 

 

 

-

 

 

 

467

 

 

 

-

 

Less: Tax Effect of Merger and Acquisition Expenses

 

 

18

 

 

 

-

 

 

 

35

 

 

 

-

 

Net Income Excluding After-Tax Impact of Merger-Related Expenses - numerator

 

$

2,474

 

 

$

1,901

 

 

$

7,020

 

 

$

5,728

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Shares Outstanding - denominator

 

 

4,237,965

 

 

 

4,230,181

 

 

 

4,236,604

 

 

 

4,228,308

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings Per Share Excluding After-Tax Impact of Merger Related Expenses

 

$

0.58

 

 

$

0.45

 

 

$

1.66

 

 

$

1.35

 

6


CONSOLIDATED BALANCE SHEETS (Unaudited):

(Dollars in thousands, except share data)

 

September 30, 2017

 

 

December 31, 2016

 

ASSETS

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

25,122

 

 

$

13,493

 

Interest-bearing balances with other financial institutions

 

 

2,490

 

 

 

2,003

 

Federal funds sold

 

 

28,572

 

 

 

30,477

 

Total cash and cash equivalents

 

 

56,184

 

 

 

45,973

 

 

 

 

 

 

 

 

 

 

Investment securities available for sale, at fair value

 

 

96,513

 

 

 

133,625

 

Investment securities held to maturity, at amortized cost (fair value $82,716 and $0)

 

 

82,625

 

 

 

 

Loans held for sale

 

 

1,778

 

 

 

1,959

 

Loans and leases, net of unearned interest

 

 

877,386

 

 

 

813,924

 

Less:  Allowance for loan and lease losses

 

 

(7,502

)

 

 

(7,183

)

Net loans and leases

 

 

869,884

 

 

 

806,741

 

 

 

 

 

 

 

 

 

 

Bank premises and equipment, net

 

 

14,260

 

 

 

11,074

 

Bank premises and equipment held for sale

 

 

 

 

 

1,894

 

Cash surrender value of life insurance

 

 

12,977

 

 

 

12,780

 

Restricted investment in bank stocks

 

 

3,735

 

 

 

2,443

 

Foreclosed assets held for sale

 

 

33

 

 

 

224

 

Accrued interest receivable

 

 

4,159

 

 

 

3,928

 

Deferred income taxes

 

 

2,321

 

 

 

4,286

 

Goodwill

 

 

3,918

 

 

 

3,918

 

Core deposit and other intangibles, net

 

 

460

 

 

 

539

 

Other assets

 

 

4,526

 

 

 

3,215

 

Total Assets

 

$

1,153,373

 

 

$

1,032,599

 

LIABILITIES & SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

Noninterest-bearing demand

 

$

155,574

 

 

$

122,811

 

Interest-bearing demand

 

 

359,236

 

 

 

317,533

 

Money Market

 

 

242,077

 

 

 

252,271

 

Savings

 

 

62,258

 

 

 

60,163

 

Time

 

 

207,530

 

 

 

182,595

 

Total Deposits

 

 

1,026,675

 

 

 

935,373

 

 

 

 

 

 

 

 

 

 

Short-term borrowings

 

 

20,000

 

 

 

 

Long-term debt

 

 

13,409

 

 

 

13,581

 

Subordinated debt

 

 

7,421

 

 

 

7,414

 

Accrued interest payable

 

 

940

 

 

 

515

 

Other liabilities

 

 

7,537

 

 

 

5,249

 

Total Liabilities

 

 

1,075,982

 

 

 

962,132

 

 

 

 

 

 

 

 

 

 

Shareholders' Equity:

 

 

 

 

 

 

 

 

Common stock, par value $1.00; authorized 10,000,000 shares;

 

 

 

 

 

 

 

 

4,240,754 and 4,233,297 shares issued and outstanding at

 

 

 

 

 

 

 

 

September 30, 2017, and at December 31, 2016, respectively

 

 

4,241

 

 

 

4,233

 

Additional paid-in capital

 

 

40,846

 

 

 

40,688

 

Retained earnings

 

 

33,334

 

 

 

28,399

 

Accumulated other comprehensive loss

 

 

(1,030

)

 

 

(2,853

)

Total Shareholders’ Equity

 

 

77,391

 

 

 

70,467

 

Total Liabilities and Shareholders' Equity

 

$

1,153,373

 

 

$

1,032,599

 

7


CONSOLIDATED STATEMENTS OF INCOME (Unaudited):

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands, except per share data)

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

 

2017

 

 

 

2016

 

 

 

2017

 

 

 

2016

 

INTEREST INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and fees on loans and leases

 

$

10,213

 

 

$

9,134

 

 

$

29,864

 

 

$

26,846

 

Interest on interest-bearing balances

 

 

5

 

 

 

2

 

 

 

12

 

 

 

11

 

Interest and dividends on investment securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury and government agencies

 

 

617

 

 

 

339

 

 

 

1,636

 

 

 

972

 

State and political subdivision obligations, tax-exempt

 

 

240

 

 

 

550

 

 

 

820

 

 

 

1,562

 

Other securities

 

 

52

 

 

 

64

 

 

 

159

 

 

 

236

 

Interest on federal funds sold

 

 

23

 

 

 

36

 

 

 

97

 

 

 

54

 

Total Interest Income

 

 

11,150

 

 

 

10,125

 

 

 

32,588

 

 

 

29,681

 

INTEREST EXPENSE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on deposits

 

 

1,425

 

 

 

1,162

 

 

 

3,906

 

 

 

3,293

 

Interest on short-term borrowings

 

 

30

 

 

 

 

 

 

43

 

 

 

15

 

Interest on long-term and subordinated debt

 

 

179

 

 

 

205

 

 

 

538

 

 

 

657

 

Total Interest Expense

 

 

1,634

 

 

 

1,367

 

 

 

4,487

 

 

 

3,965

 

Net Interest Income

 

 

9,516

 

 

 

8,758

 

 

 

28,101

 

 

 

25,716

 

PROVISION FOR LOAN AND LEASE LOSSES

 

 

 

 

 

585

 

 

 

225

 

 

 

1,320

 

Net Interest Income After Provision for Loan and Lease Losses

 

 

9,516

 

 

 

8,173

 

 

 

27,876

 

 

 

24,396

 

NONINTEREST INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from fiduciary activities

 

 

217

 

 

 

104

 

 

 

613

 

 

 

349

 

Service charges on deposits

 

 

175

 

 

 

171

 

 

 

554

 

 

 

484

 

Net gain on sales of investment securities

 

 

22

 

 

 

200

 

 

 

42

 

 

 

413

 

Earnings from cash surrender value of life insurance

 

 

65

 

 

 

65

 

 

 

196

 

 

 

200

 

Mortgage banking income

 

 

230

 

 

 

266

 

 

 

646

 

 

 

698

 

ATM debit card interchange income

 

 

233

 

 

 

214

 

 

 

689

 

 

 

623

 

Merchant services income

 

 

84

 

 

 

89

 

 

 

250

 

 

 

241

 

Net gain on sales of SBA loans

 

 

262

 

 

 

89

 

 

 

703

 

 

 

354

 

Other income

 

 

276

 

 

 

221

 

 

 

669

 

 

 

687

 

Total Noninterest Income

 

 

1,564

 

 

 

1,419

 

 

 

4,362

 

 

 

4,049

 

NONINTEREST EXPENSE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

 

4,277

 

 

 

3,982

 

 

 

12,666

 

 

 

11,428

 

Occupancy expense, net

 

 

631

 

 

 

496

 

 

 

1,872

 

 

 

1,542

 

Equipment expense

 

 

398

 

 

 

412

 

 

 

1,149

 

 

 

1,258

 

Pennsylvania bank shares tax expense

 

 

170

 

 

 

197

 

 

 

500

 

 

 

606

 

FDIC Assessment

 

 

197

 

 

 

134

 

 

 

585

 

 

 

434

 

Legal and professional fees

 

 

218

 

 

 

130

 

 

 

584

 

 

 

515

 

Marketing and advertising expense

 

 

139

 

 

 

146

 

 

 

377

 

 

 

369

 

Software licensing

 

 

397

 

 

 

350

 

 

 

1,096

 

 

 

1,015

 

Telephone expense

 

 

120

 

 

 

135

 

 

 

379

 

 

 

420

 

Loss on sale or write-down of foreclosed assets

 

 

 

 

 

26

 

 

 

88

 

 

 

158

 

Intangible amortization

 

 

25

 

 

 

31

 

 

 

78

 

 

 

102

 

Merger and acquisition expense

 

 

243

 

 

 

 

 

 

467

 

 

 

 

Other expenses

 

 

1,145

 

 

 

1,126

 

 

 

3,479

 

 

 

3,231

 

Total Noninterest Expense

 

 

7,960

 

 

 

7,165

 

 

 

23,320

 

 

 

21,078

 

INCOME BEFORE PROVISION FOR INCOME TAXES

 

 

3,120

 

 

 

2,427

 

 

 

8,918

 

 

 

7,367

 

Provision for income taxes

 

 

871

 

 

 

526

 

 

 

2,330

 

 

 

1,639

 

NET INCOME

 

$

2,249

 

 

$

1,901

 

 

$

6,588

 

 

$

5,728

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PER COMMON SHARE DATA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted Earnings Per Common Share

 

$

0.53

 

 

$

0.45

 

 

$

1.56

 

 

$

1.35

 

Cash Dividends Paid

 

$

0.13

 

 

$

0.12

 

 

$

0.49

 

 

$

0.46

 

8


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 Bancorp, Inc. disclaims any obligation to update this information.

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; regulatory supervision and oversight, including 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; financial resources in the amounts, at the times and on the terms required to support Mid Penn and Mid Penn Bank’s future businesses; the impact of Mid Penn’s announced combination with The Scottdale Bank & Trust Company; and 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.  For a list of other factors which would affect our results, 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, 2016. 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.

 

9