UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
Commission file number 0-20141
Mid Penn Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania 25-1666413
(State or other jurisdiction of (IRS Employer ID No)
Incorporation or Organization)
349 Union Street, Millersburg, PA 17061
(Address of principal executive offices) (Zip Code)
(717) 692-2133
(Registrant's telephone number, including area code)
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.
[ X ] Yes [ ] No
Indicate the number of shares outstanding of each of the
classes of common stock, as of the latest practical date.
3,036,762 shares of Common Stock, $1.00 par value per share,
were outstanding as of March 31, 2000.
<PAGE>
Independent Auditors' Report
The Board of Directors and Stockholders
Mid Penn Bancorp, Inc.
Millersburg, Pennsylvania
We have reviewed the accompanying consolidated balance sheet
of Mid Penn Bancorp, Inc. and subsidiaries (collectively,
the "Corporation") as of March 31, 2000, and the
related consolidated statements of income and cash flows for
the three-month period then ended. These financial
statements are the responsibility of the Corporation's
management.
We conducted our review in accordance with standards
established by the American Institute of Certified Public
Accountants. A review of interim financial information
consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible
for financial and accounting matters. It is substantially
less in scope than an audit conducted in accordance with
generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, we do
not express such an opinion.
Based on our review, we are not aware of any material
modifications that should be made to the accompanying
consolidated financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally
accepted auditing standards, the consolidated balance sheet
as of December 31, 1999, and the related consolidated
statements of income, changes in stockholders' equity, and
cash flows for the year then ended (not presented herein);
and in our report dated January 21, 2000, we expressed an
unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth in
the accompanying condensed consolidated balance sheet as of
December 31, 1999, is fairly stated, in all material
respects, in relation to the consolidated balance sheet from
which it has been derived.
PARENTE RANDOLPH, PC
Williamsport, Pennsylvania
May 3, 2000
<PAGE>
<TABLE>
MID PENN BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited; Dollars in thousands)
<CAPTION>
March 31, Dec. 31,
2000 1999
-------- --------
<S> <C> <C>
ASSETS:
Cash and due from banks 5,561 7,474
Interest-bearing balances 32,083 34,570
Available-for-sale securities 63,333 64,099
Federal funds sold 0 0
Loans 179,195 172,294
Less:
Allowance for loan losses 2,570 2,505
------- -------
Net loans 176,625 169,789
------- -------
Bank premises and equip't, net 3,216 3,307
Other real estate 54 63
Accrued interest receivable 2,111 2,120
Cash surrender value of life insurance 4,137 4,089
Deferred income taxes 1,923 1,676
Other assets 671 355
------- -------
Total Assets 289,714 287,542
======= =======
LIABILITIES & STOCKHOLDERS' EQUITY:
Deposits:
Demand 21,556 22,331
NOW 28,412 26,962
Money Market 18,154 22,899
Savings 25,749 25,815
Time 125,896 119,833
------- -------
Total deposits 219,767 217,840
------- -------
Short-term borrowings 16,195 24,636
Accrued interest payable 1,634 1,202
Other liabilities 1,321 899
Long-term debt 24,362 16,400
------- -------
Total Liabilities 263,279 260,977
------- -------
STOCKHOLDERS' EQUITY:
Common stock, par value $1 per share;
authorized 10,000,000 shares; issued
3,056,501 shares at March 31, 2000 and
December 31, 1999 3,057 3,057
Additional paid-in capital 20,368 20,368
Retained earnings 5,898 5,557
Accumulated other comprehensive income -2,340 -1,861
Less: Treasury Stock at cost
(19,739 and 19,996 shs., resp.) 548 556
------- -------
Total Stockholders Equity 26,435 26,565
------- ------
Total Liabilities & Equity 289,714 287,542
======= =======
The accompanying notes are an integral part of these
consolidated financial statements.
Note: The balance sheet at December 31, 1999, has been
derived from the audited financial statements at that date
but does not include all the information and notes required
by generally accepted accounting principles for complete
financial statements.
</TABLE>
<PAGE>
<TABLE>
MID PENN BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited; dollars in thousands)
<CAPTION>
Three Months
Ended March 31,
2000 1999
<S> <C> <C>
INTEREST INCOME: ----- -----
Interest & fees on loans 3,775 3,347
Int.-bearing balances 499 633
Treas. & Agency securities 564 625
Municipal securities 345 324
Other securities 47 29
Fed funds sold and repos 0 0
----- -----
Total Int. Income 5,230 4,958
----- -----
INTEREST EXPENSE:
Deposits 2,035 2,111
Short-term borrowings 239 80
Long-term borrowings 378 212
----- -----
Total Int. Expense 2,652 2,403
----- -----
Net Int. Income 2,578 2,555
PROVISION FOR LOAN LOSSES 75 75
----- -----
Net Int. Inc. after Prov. 2,503 2,480
----- -----
NON-INTEREST INCOME:
Trust Dept 53 18
Service Chgs. on Deposits 153 125
Investment sec. gains, net 0 50
Income on life insurance 48 55
Other 160 206
----- -----
Total Non-Interest Income 414 454
----- -----
NON-INTEREST EXPENSE:
Salaries and benefits 927 979
Occupancy, net 101 89
Equipment 118 115
PA Bank Shares tax 67 69
Other 440 403
----- -----
Tot. Non-int. Exp. 1,653 1,655
----- -----
Income before income taxes 1,264 1,279
INCOME TAX EXPENSE 316 327
----- -----
NET INCOME 948 952
===== =====
CASH DIVIDENDS PER SHARE 0.20 1.61
===== =====
NET INCOME PER SHARE 0.31 0.31
===== =====
Weighted Average No. of
Shares Outstanding 3,035,170 3,037,908
The accompanying notes are an integral part of these
consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
MID PENN BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; Dollars in thousands)
<CAPTION>
For the three months ended:
March 31, March 31,
2000 1999
-------- --------
<S> <C> <C>
Operating Activities:
Net Income 948 952
Adjustments to reconcile net income
to net cash provided by operating
activities:
Provision for loan losses 75 75
Depreciation 106 100
Incr. in cash-surr. value of life insurance-48 -47
Loss (gain) on sale of investment
securities 0 -50
Loss (gain) on sale/disposal of bank
premises and equipment 0 0
Loss (gain) on the sale of foreclosed
assets -15 -59
Change in accrued interest receivable 9 -144
Change in other assets -316 -257
Change in accrued interest payable 432 354
Change in other liabilities 422 853
------- -------
Net cash provided by
operating activities: 1,613 1,777
------- -------
Investing Activities:
Net decrease in int-bearing balances 2,487 2,974
Proceeds from sale of securities 0 3,811
Proceeds from the maturity of secs. 1,272 1,463
Purchases of investment securities -1,232 -7,642
Net (increase)decrease in loans -6,911 436
Purchases of fixed assets -15 -38
Proceeds from sale of other real estate 24 232
Capitalized additions - ORE 0 0
------- -------
Net cash provided by(used in)
investing activities -4,375 1,236
------- -------
Financing Activities:
Net (decr)incr. in demand and savings -4,136 2,644
Net increase in time deposits 6,063 4,497
Net decrease in sh-term borrowings -8,441 -6,311
Net incr.(decr) in lg-term borrowings 7,962 -37
Cash dividend declared -607 -4,889
Net (purchase)sale of treasury stock 8 7
------- -------
Net cash provided by(used in)
financing activities 849 -4,089
------- -------
Net decrease in cash & due from banks -1,913 -1,076
Cash & due from banks, beg of period 7,474 5,651
------- -------
Cash & due from banks, end of period 5,561 4,575
======= =======
Supplemental Noncash Disclosures:
Loan charge-offs 19 42
Transfers to other real estate 0 0
The accompanying notes are an integral part of these
consolidated financial statements.
</TABLE>
<PAGE>
Mid Penn Bancorp, Inc.
Notes to Consolidated Financial Statements
1. The consolidated interim financial statements included
here have been prepared by the Corporation, without audit,
according to the rules and regulations of the Securities and
Exchange Commission with respect to Form 10-Q. The
financial information included here reflects all
adjustments (consisting only of normal recurring
adjustments) which are, in our opinion,
necessary for a fair statement of results for the
periods covered. Certain information and footnote
disclosures normally included in financial statements
prepared in accordance with generally accepted accounting
principles have been condensed or omitted according to these
rules and regulations. We believe, however, that the
disclosures made here are adequate so that the information
is not misleading. You should read these interim financial
statements along with the financial statements including the
notes included in the Corporation's most recent Form 10-K.
The unaudited financial data included herein as of March 31,
2000, and for the three-month period then ended, has been
reviewed by the registrant's independent public accountants.
2. Interim statements are subject to possible adjustments
in connection with the annual audit of the Corporation's
accounts for the full fiscal year. In our opinion, all
necessary adjustments have been included so that the interim
financial statements are not misleading.
3. The results of operations for the interim periods
presented are not necessarily an indicator of the results
expected for the full year.
4. Management considers the Allowance for Loan Losses to be
adequate at this time.
5. Short-term borrowings as of March 31, 2000, and
December 31, 1999, consisted of:
(Dollars in thousands)
3/31/00 12/31/99
------- --------
Federal funds purchased $13,200 $22,300
Repurchase agreements 2,612 1,313
Treasury, tax and loan note 383 1,023
------- --------
$16,195 $24,636
======= =======
Federal funds purchased represent overnight funds as of
March 31, 2000. Securities sold under repurchase agreements
generally mature between one day and one year. Treasury,
tax and loan notes are open-ended interest bearing notes
payable to the U.S. Treasury upon call. All tax deposits
accepted by the Bank are placed in the Treasury note option
account.
6. Long-term debt as of the quarter ended March 31, 2000,
and the year ended December 31, 1999, was $24,362,000
and $16,400,000, respectively. The Bank is a member of
the Federal Home Loan Bank of Pittsburgh (FHLB) and
through its membership, the Bank can access a number of
credit products which are utilized to provide various forms
of liquidity. The Bank entered into two long-term
borrowings with the FHLB during the period: $5,000,000 in
five year/two year convertible borrowing at 6.28% with a
final maturity of January 14, 2010; and a $5,000,000 ten
year/three year convertible borrowing at 6.71% with a final
maturity of February 22, 2010.
7. Earnings per share is computed by dividing net income by
the weighted average number of common shares outstanding
during each of the periods presented, giving retroactive
effect to stock dividends and stock splits. The
Corporation's basic and diluted earnings per share are the
same since there are no dilutive shares of potential common
stock outstanding.
8. The purpose of reporting comprehensive income (loss) is
to report a measure of all changes in the Corporation's
equity resulting from economic events other than
transactions with stockholders in their capacity as
stockholders. For the Corporation "comprehensive
income(loss)" includes traditional income statement amounts
as well as unrealized gains and losses on certain
investments in debt and equity securities (i.e. available
for sale securities). Because unrealized gains and losses
are part of comprehensive income (loss), comprehensive
income (loss) may vary substantially between reporting
periods due to fluctuations in the market prices of
securities held. This is evidenced by the fact that the
Corporation's net income decreased for the three months
ended March 2000 compared to the corresponding period in
1999, but comprehensive income (loss) over the same period
has increased.
(In thousands) Three Months
Ended March 31,
2000 1999
---- ----
Net Income $948 $952
---- ----
Other comprehensive income(loss):
Unrealized holding losses on
securities arising during the
period -726 -758
Less: reclassification
adjustments for gains included
in net income 0 50
----- -----
Other comprehensive loss
before income tax provision -726 -808
Income tax benefit related
to other comprehensive loss 247 275
----- -----
Other comprehensive loss -479 -533
----- -----
Comprehensive Income $ 469 $ 419
===== =====
<PAGE>
Mid Penn Bancorp, Inc.
Millersburg, Pennsylvania
Management's Discussion of Consolidated Financial Condition
for the three months ended March 31, 2000, compared to year-
end 1999 and the Results of Operations for the first quarter
of 2000 compared to the same period in 1999.
CONSOLIDATED FINANCIAL CONDITION
Total assets as of March 31, 2000, increased to
$289,714,000, from $287,542,000 as of December 31,1999.
During the first quarter of 2000, loans outstanding
increased by $6,836,000, or 4%.
Cash balances, which were higher than normal levels at
December 31, 1999 due to projected cash needs in conjunction
with Y2K, decreased by $1,913,000 by March 31, 2000.
Our entire portfolio of investment securities is considered
available-for-sale. As such, the investments are recorded
on our Balance Sheet at market value. Our investments: US
Treasury, Agency and Municipal securities are assigned a
market price relative to investments of the same type with
similar maturity dates. Since the interest rate environment
of these securities has increased by more than 2 percentage
points in the past eighteen months, our existing securities
are valued lower in comparison. This difference in value,
or unrealized loss, amounted to $2,340,000, net of tax, as
of March 31, 2000. However, the investments are all high
credit quality securities that if held to maturity are
expected to yield no loss to the bank.
Total deposits increased by $1,927,000 during the first
three months of 2000. Certificates of deposit increased by
$6,063,000 while money market balances decreased by
$4,745,000 indicating a movement toward time deposits at
this point in the interest rate cycle.
Short-term borrowings, consisting mainly of overnight
borrowings, decreased by $8.4 million from year end. These
borrowings had been increased during the fourth quarter of
1999 to fund the strong loan growth, and to allow for
sufficient liquidity to meet Y2K needs. In the first
quarter of 2000, we have refinanced approximately 8 million
of short-term funds using longer term borrowings in light of
rising interest rates.
All components of long-term debt are advances from the FHLB.
Long-term debt advances were initiated in order to secure an
adequate spread on certain pools of loans and investments of
the Bank.
Funds from maturing interest-bearing balances were also used
to fund loan growth; thus, balances decreased from
$34,670,000 at year-end to $32,083,000 on March 31.
As of March 31, 2000, the Bank's capital ratios are well in
excess of the minimum and well-capitalized guidelines and
the Corporation's capital ratios are in excess of the Bank's
capital ratios.
We launched a comprehensive interactive, internet banking
package during the first quarter of 2000. Our internet
banking program has been well received by our customers who
are using the service in increasing numbers. The web site
and online banking program can be found at
www.midpennbank.com. In addition to the complete online
banking product, we continue to research sites in the
greater Harrisburg area for an additional branch location
that may add value for our bank and its shareholders.
RESULTS OF OPERATIONS
Net income for the first quarter of 2000 was $948,000,
compared with $952,000 earned in the same quarter
of 1999. Net income per share for the first quarters of
both 2000 and 1999 was $.31. Net income as a percentage
of stockholders' equity, also known as return on equity,
(ROE), was 14.3% on an annualized basis for the first
quarter of 2000 as compared to 13.6% for the same period in
1999.
Net interest income of $2,578,000 for the quarter ended
March 31, 2000, remained flat compared to the $2,555,000
earned in the same quarter of 1999. Margins continue to
be challenged by strong rate competition for both loans and
deposits.
During the first quarter of 2000, we analyzed interest rate
risk using the Vining Sparks Asset-Liability Management
Model. Using the computerized model, management reviews
interest rate risk on a periodic basis. This analysis
includes an earnings scenario whereby interest rates are
increased by 200 basis points (2 percentage points) and
another whereby they are decreased by 200 basis points. At
February 28, 2000, these scenarios indicate that there would
not be a significant variance in net interest income at the
one-year time frame due to interest rate changes; however,
actual results could vary significantly from the
calculations prepared by management.
The Bank made a provision for loan losses of $75,000 during
the first quarters of both 2000 and 1999. On a
quarterly basis, senior management reviews potentially
unsound loans taking into consideration judgments regarding
risk or error, economic conditions, trends and other
factors in determining a reasonable provision for the
period.
Non-interest income amounted to $414,000 for the first
quarter of 2000 compared to $454,000 earned during the same
quarter of 1999. In the first quarter of 1999, we realized
a gain of $50,000 on the sale of investment securities. A
significant contribution to non-interest income is
insufficient fund (NSF) fee income. NSF fee income
contributed in excess of $106,000 during the first quarter
of 2000. Gains resulting from the sale of other real estate
amounted to $15,000 during the first quarter of 2000 in
comparison to the $59,000 earned during the same period of
1999.
Non-interest expense during the first quarter of 2000
of $1,653,000 changed little compared to an expense of
$1,655,000 during the same period of 1999. Additional
advertising dollars were spent during the first quarter of
2000 to promote several certificate of deposit specials of
the bank.
LIQUIDITY
The Bank's objective is to maintain adequate liquidity while
minimizing interest rate risk. Adequate liquidity provides
resources for credit needs of borrowers, for depositor
withdrawals, and for funding Corporate operations. Sources
of liquidity include maturing investment securities,
overnight borrowings of federal funds (and Flex Line),
payments received on loans, and increases in deposit
liabilities.
Funds generated from operations contributed a major source
of funds for the first quarter of 2000 The major source of
funds came from the increase in time deposits of $6,063,000
mainly an increase in certificates of deposits. Other major
sources of funds included the $7,962,000 net increase in net
long-term borrowings, and the $2,487,000 net decrease in
interest bearing balances.
The major use of funds during the period was a net decrease
in short-term borrowings of $8,441,000. The other major use
of funds was for the net increase in loans of $6,911,000.
YEAR 2000 COMPLIANCE: MANAGEMENT INFORMATION SYSTEMS
In 1998 we established a Year 2000 compliance committee to
address the risks of the critical internal bank systems that
may have been affected by date sensitive applications, as
well as external systems provided by third parties. A
comprehensive Year 2000 Business Action Plan was developed
detailing the sequence of events and actions to be taken as
the Year 2000 approached.
In November 1997, the Company purchased and installed an
upgrade to its current computer systems to improve
efficiencies of operations and position itself for future
growth. The cost of the new system was approximately
$284,000. Testing demonstrated that the new hardware and
software were Year 2000 compliant. In addition, the
Corporation hired a third-party Year 2000 consultant. With
the aid of the consultant, we developed a testing master
plan, organization chart and detailed work plan. The
testing plan included several phases of testing in
accordance with regulatory guidelines. We successfully
completed the testing of all systems critical to the
operation of the bank on February 3, 1999. Mid Penn Bank
proved its readiness for the new millennium with no problems
encountered as we moved into the current year, nor do we
expect any problems with critical dates in the future.
CREDIT RISK AND ALLOWANCE FOR LOAN LOSSES
Total non-performing assets decreased to $2,065,000
representing 0.71% of total assets at March 31, 2000, from
$2,217,000 or 0.77% of total assets at December 31, 1999.
Most non-performing assets are supported by collateral value
that appears to be adequate at March 31, 2000.
The allowance for loan losses at March 31, 2000, was
$2,570,000 or 1.43% of loans, net of unearned interest, as
compared to $2,505,000 or 1.45% of loans, net of unearned
interest, at December 31, 1999.
Based upon the ongoing analysis of the Bank's loan portfolio
by the loan review department, the latest quarterly analysis
of potentially unsound loans and non-performing assets,
we consider the Allowance for Loan Losses to be
adequate to absorb any reasonable, foreseeable loan losses.
<PAGE>
<TABLE>
MID PENN BANCORP, INC.
<CAPTION>
March 31, Dec. 31,
2000 1999
-------- --------
<S> <C> <C>
Non-Performing Assets:
Non-accrual loans 730 890
Past due 90 days or more 384 386
Restructured loans 897 878
------- -------
Total non-performing loans 2,011 2,154
Other real estate 54 63
------- -------
Total 2,065 2,217
======= =======
Percentage of total loans outstanding 1.15 1.29
Percentage of total assets 0.71 0.77
Analysis of the Allowance for Loan Losses:
Balance beginning of period 2,505 2,313
Loans charged off:
Commercial real estate, construction
and land development 0 0
Commercial, industrial and agricultural 0 146
Real estate - residential mortgage 0 0
Consumer 19 78
------- -------
Total loans charged off 19 224
------- -------
Recoveries of loans previously charged off:
Commercial real estate, construction
and land development 0 55
Commercial, industrial and agricultural 0 1
Real estate - residential mortgage 0 0
Consumer 9 35
------- -------
Total recoveries 9 91
------- -------
Net (charge-offs) recoveries -10 -133
------- -------
Current period provision for
loan losses 75 325
------- -------
Balance end of period 2,570 2,505
======= ======
</TABLE>
<PAGE>
Mid Penn Bancorp, Inc.
PART II - OTHER INFORMATION:
Item 1. Legal Proceedings - Nothing to report
Item 2. Changes in Securities - Nothing to report
Item 3. Defaults Upon Senior Securities - Nothing to report
Item 4. Submission of Matters to a Vote of Security Holders
- -Nothing to report
Item 5. Other Information - Nothing to report
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits - (27) Financial Data Schedule
Reports on Form 8-K - None.
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 thereunto duly
authorized.
Mid Penn Bancorp, Inc.
Registrant
/s/ Eugene F. Shaffer /s/ Kevin W. Laudenslager
By:Eugene F. Shaffer By:Kevin W. Laudenslager
Chairman, Pres. & CEO Treasurer
Date: May 10, 2000 Date: May 10, 2000
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 5561
<INT-BEARING-DEPOSITS> 32083
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 63333
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 179195
<ALLOWANCE> 2570
<TOTAL-ASSETS> 289714
<DEPOSITS> 219767
<SHORT-TERM> 16195
<LIABILITIES-OTHER> 2955
<LONG-TERM> 24362
0
0
<COMMON> 3057
<OTHER-SE> 23378
<TOTAL-LIABILITIES-AND-EQUITY> 289714
<INTEREST-LOAN> 3775
<INTEREST-INVEST> 1455
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 5230
<INTEREST-DEPOSIT> 2035
<INTEREST-EXPENSE> 2652
<INTEREST-INCOME-NET> 2578
<LOAN-LOSSES> 75
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 1653
<INCOME-PRETAX> 1264
<INCOME-PRE-EXTRAORDINARY> 1264
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 948
<EPS-BASIC> .31
<EPS-DILUTED> .31
<YIELD-ACTUAL> 7.9
<LOANS-NON> 730
<LOANS-PAST> 384
<LOANS-TROUBLED> 897
<LOANS-PROBLEM> 4091
<ALLOWANCE-OPEN> 2505
<CHARGE-OFFS> 19
<RECOVERIES> 9
<ALLOWANCE-CLOSE> 2570
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
