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 June 30, 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. 3,037,407 shares of Common Stock, $1.00 par value per share, were outstanding as of June 30, 2000. MID PENN BANCORP, INC. CONSOLIDATED BALANCE SHEET (Unaudited; Dollars in thousands) June 30, Dec. 31, 2000 1999 -------- -------- ASSETS: Cash and due from banks 7,553 7,474 Interest-bearing balances 34,557 34,570 Available-for-sale securities 64,089 64,099 Federal funds sold 0 0 Loans 176,999 172,294 Less, Allowance for loan losses 2,665 2,505 ------- ------- Net loans 174,334 169,789 ------- ------- Bank premises and equip't, net 3,163 3,307 Other real estate 35 63 Accrued interest receivable 2,250 2,120 Cash surrender value of life insurance 4,184 4,089 Deferred income taxes 1,917 1,676 Other assets 653 355 ------- ------- Total Assets 292,735 287,542 ======= ======= LIABILITIES & STOCKHOLDERS' EQUITY: Deposits: Demand 22,240 22,331 NOW 28,243 26,962 Money market 17,961 22,899 Savings 26,246 25,815 Time 131,974 119,833 ------- ------- Total deposits 226,664 217,840 ------- ------- Short-term borrowings 11,999 24,636 Accrued interest payable 1,838 1,202 Other liabilities 1,087 899 Long-term debt 24,322 16,400 ------- ------- Total Liabilities 265,910 260,977 ------- ------- STOCKHOLDERS' EQUITY: Common stock, par value $1 per share; authorized 10,000,000 shares; issued 3,056,501 shares at June 30, 2000 and December 31, 1999 3,057 3,057 Additional paid-in capital 20,368 20,368 Retained earnings 6,261 5,557 Accumulated other comprehensive loss -2,328 -1,861 Less: Treasury stock at cost (19,094 and 19,996 shs., resp.) 533 556 ------- ------- Total Stockholders Equity 26,825 26,565 ------- ------ Total Liabilities & Equity 292,735 287,542 ======= ======= 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. MID PENN BANCORP, INC. CONSOLIDATED STATEMENT OF INCOME (Unaudited; dollars in thousands) Three Months Six Months Ended June 30, Ended June 30, 2000 1999 2000 1999 INTEREST INCOME: ----- ----- ----- ----- Interest & fees on loans 3,946 3,341 7,721 6,688 Int.-bearing balances 498 622 997 1,255 Treas. & Agency securities 547 618 1,111 1,243 Municipal securities 360 330 705 654 Other securities 56 35 103 64 Fed funds sold and repos 0 0 0 0 ----- ----- ----- ----- Total Int. Income 5,407 4,946 10,637 9,904 ----- ----- ----- ----- INTEREST EXPENSE: Deposits 2,191 2,083 4,226 4,194 Short-term borrowings 152 63 391 143 Long-term borrowings 400 223 778 435 ----- ----- ----- ----- Total Int. Expense 2,743 2,369 5,395 4,772 ----- ----- ----- ----- Net Int. Income 2,664 2,577 5,242 5,132 PROVISION FOR LOAN LOSSES 100 75 175 150 ----- ----- ----- ----- Net Int. Inc. after Prov. 2,564 2,502 5,067 4,982 ----- ----- ----- ----- NON-INTEREST INCOME: Trust dept 45 55 98 73 Service chgs. on deposits 144 119 297 244 Investment sec. gains (losses), net -4 0 -4 50 Gain on sale of loans 31 0 31 0 Other 181 397 389 658 ----- ----- ----- ----- Total Non-Interest Income 397 571 811 1,025 ----- ----- ----- ----- NON-INTEREST EXPENSE: Salaries and benefits 964 960 1,891 1,939 Occupancy, net 80 78 181 167 Equipment 129 115 247 230 PA Bank Shares tax 68 69 135 138 Other 443 553 883 956 ----- ----- ----- ----- Tot. Non-int. Exp. 1,684 1,775 3,337 3,430 ----- ----- ----- ----- Income before income taxes 1,277 1,298 2,541 2,577 INCOME TAX EXPENSE 308 326 624 653 ----- ----- ----- ----- NET INCOME 969 972 1,917 1,924 ===== ===== ===== ===== NET INCOME PER SHARE 0.32 0.32 .63 .63 ===== ===== ===== ===== DIVIDENDS PER SHARE 0.20 0.19 .40 1.80 ===== ===== ===== ===== Weighted Average No. of Shares Outstanding 3,035,403 3,035,300 3,039,406 3,038,661 The accompanying notes are an integral part of these consolidated financial statements. MID PENN BANCORP, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited; Dollars in thousands) For the six months ended: June 30, June 30, 2000 1999 -------- -------- Operating Activities: Net Income 1,917 1,924 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 175 150 Depreciation 211 201 Incr. in cash-surr. value of life insurance-95 -93 Loss (gain) on sale of investment securities 4 -50 Loss (gain) on sale/disposal of bank premises and equipment 0 0 Loss (gain) on the sale of foreclosed assets -40 -229 Loss (gain) on the sale of loans -31 0 Change in interest receivable -130 -273 Change in other assets -298 -97 Change in interest payable 636 471 Change in other liabilities 188 668 ------- ------- Net cash provided by operating activities: 2,537 2,672 ------- ------- Investing Activities: Net decrease in int-bearing balances 13 1,970 Proceeds from sale of securities 3,515 3,811 Proceeds from the maturity of secs. 2,200 4,773 Purchase of investment securities -6,417 -9,272 Proceeds from the sale of loans 3,622 0 Net increase in loans -8,311 -2,114 Purchases of fixed assets -67 -65 Proceeds from sale of other real estate 68 523 Capitalized additions - ORE 0 0 ------- ------- Net cash used in investing activities -5,377 -374 ------- ------- Financing Activities: Net (decr)incr in demand and savings -3,317 4,627 Net incr(decr) in time deposits 12,141 -199 Net decrease in sh-term borrowings -12,637 -1,077 Net incr(decr) in long-term borrowings 7,922 -73 Cash dividend declared -1,213 -5,467 Net sale of treasury stock 23 8 ------- ------- Net cash provided by(used in) financing activities 2,919 -2,181 ------- ------- Net increase in cash & due from banks 79 117 Cash & due from banks, beg of period 7,474 5,651 ------- ------- Cash & due from banks, end of period 7,553 5,768 ======= ======= Supplemental Noncash Disclosures: Loan charge-offs 32 99 Transfers to other real estate 0 0 The accompanying notes are an integral part of these consolidated financial statements. Mid Penn Bancorp, Inc. Notes to Consolidated Financial Statements 1. The consolidated interim financial 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 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 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. 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 June 30, 2000, and December 31, 1999, consisted of: (Dollars in thousands) 6/30/00 12/31/99 ------- -------- Federal funds purchased $8,400 $22,300 Repurchase agreements 2,603 1,313 Treasury, tax and loan note 996 1,023 ------- -------- $11,999 $24,636 ======= ======= Federal funds purchased represent overnight funds as of June 30, 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 June 30, 2000, and the year ended December 31, 1999, was $24,322,000 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 ended June 30, 2000: $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 six months ended June 2000 compared to the corresponding period in 1999, but comprehensive income over the same period has increased. (In thousands) Three Months Six Months Ended June 30, Ended June 30, 2000 1999 2000 1999 ---- ---- ---- ---- Net Income $969 $972 $1,917 $1,924 ---- ---- ---- ---- Other comprehensive income(loss): Unrealized holding gains(losses) on securities arising during the period 18 -1,700 -708 -2,432 Less: reclassification adjustments for gains(losses) included in net income -4 0 -4 50 ----- ----- ----- ----- Other comprehensive income(loss) before income tax provision 22 -1,700 -704 -2,482 Income tax benefit related to other comprehensive income(loss) -6 578 241 827 ----- ----- ----- ----- Other comprehensive inc(loss) 16 -1,122 -463 -1,655 ----- ----- ----- ----- Comprehensive Income(Loss) $ 985 $-150 1,454 269 ===== ===== ===== ===== Mid Penn Bancorp, Inc. Millersburg, Pennsylvania Management's Discussion of Consolidated Financial Condition as of June 30, 2000, compared to year-end 1999 and the Results of Operations for the second quarter and the first six months of 2000 compared to the same periods in 1999. CONSOLIDATED FINANCIAL CONDITION Total assets as of June 30, 2000, increased to $292,735,000, or 2%, from $287,542,000 as of December 31,1999. During the first half of 2000, loans outstanding increased by $4,705,000, or 3% despite a sale of $3,622,000 in student loans. 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 twenty-four months, our existing securities are valued lower in comparison. This difference in value, or unrealized loss, amounted to $2,328,000, net of tax, as of June 30, 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 $8,824,000 during the first six months of 2000. Certificates of deposit increased by $12,141,000 while money market balances decreased by $4,938,000 indicating a movement toward time deposits at this point in the interest rate cycle. Short-term borrowings, consisting mainly of overnight borrowings, decreased by $12.6 million from year end. These borrowings had been increased during the fourth quarter of 1999 to fund strong loan growth, and to allow for sufficient liquidity to meet Y2K needs. During the first quarter of 2000, we 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. As of June 30, 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 six months of 2000 was $1,917,000, compared with $1,924,000 earned in the same period of 1999. Net income per share for the same period of both 2000 and 1999 was $.63. Net income as a percentage of stockholders' equity, also known as return on equity, (ROE), was 14.4% on an annualized basis for the first half of 2000 as compared to 14.5% for the same period in 1999. Net income for the second quarter of 2000 was $969,000, compared with $972,000 earned in the same quarter of 1999. Net income per share for the second quarters of both 2000 and 1999 was $.32. Net interest income of $2,664,000 for the quarter ended June 30, 2000, increased by 3.4% compared to the $2,577,000 earned in the same quarter of 1999. This rise indicates an increase in interest spread during the quarter despite higher interest rates and keen competition. During the second 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 April 30, 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 $100,000 and $75,000 during the second quarters of 2000 and 1999, respectively. On a quarterly basis, senior management reviews potentially unsound loans taking into consideration judgments regarding risk of error, economic conditions, trends and other factors in determining a reasonable provision for the period. Non-interest income amounted to $397,000 for the second quarter of 2000 compared to $571,000 earned during the same quarter of 1999. In the second quarter of 1999, we realized a one-time gain of $149,000 on the sale of a parcel of other real estate held for sale. Service charges on deposits grew by more than 20% during the second quarter of 2000 compared to the same period of 1999 as the bank continues to focus on fee and service charge income. One significant contributor to non-interest income is insufficient fund (NSF) fee income. NSF fee income contributed in excess of $118,000 during the second quarter of 2000. Gains resulting from the sale of student loans amounted to $31,000 during the second quarter of 2000. These loans yielded the bank a slight premium upon sale, and we were able to reinvest the funds in higher yielding assets. Non-interest expense during the second quarter of 2000 of $1,684,000 decreased slightly as compared to an expense of $1,775,000 during the same period of 1999 as we continue to strive to maintain low overhead. 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 half of 2000 The major source of funds came from the increase in time deposits of $12,141,000 mainly an increase in certificates of deposits particularly a new-money, three-year offer at 6.88%. Other major sources of funds included the $7,922,000 net increase in net long-term borrowings, and the $3,622,000 received in principal on the sale of a block of student loans. The major use of funds during the period was a net decrease in short-term borrowings of $12,637,000. The other major use of funds was for the net increase in loans of $8,311,000. CREDIT RISK AND ALLOWANCE FOR LOAN LOSSES Total non-performing assets increased to $2,554,000 representing 0.87% of total assets at June 30, 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 June 30, 2000. The allowance for loan losses at June 30, 2000, was $2,665,000 or 1.51% 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. MID PENN BANCORP, INC. June 30, Dec. 31, 2000 1999 -------- -------- Non-Performing Assets: Non-accrual loans 757 890 Past due 90 days or more 1,047 386 Restructured loans 715 878 ------- ------- Total non-performing loans 2,519 2,154 Other real estate 35 63 ------- ------- Total 2,554 2,217 ======= ======= Percentage of loans, net of unearned interest, outstanding 1.44 1.29 Percentage of total assets 0.87 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 1 146 Real estate - residential mortgage 0 0 Consumer 31 78 ------- ------- Total loans charged off 32 224 ------- ------- 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 17 35 ------- ------- Total recoveries 17 91 ------- ------- Net (charge-offs) recoveries -15 -133 ------- ------- Current period provision for loan losses 175 325 ------- ------- Balance end of period 2,665 2,505 ======= ====== 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 - - At the Annual Meeting of Shareholders held on April 25, 2000, a vote was held for the election of Class B directors: Jere M. Coxon, Alan W. Dakey, Charles F. Lebo, Guy J. Snyder, Jr. to serve for a three-year term, and to ratify the selection of Parente Randolph as external auditors for the corporation for the year ending December 31, 2000. Jere Coxon received 2,638,076 votes for and 8,454 votes withheld. Alan Dakey received 2,621,761 votes for and 24,769 votes withheld. Charles Lebo received 2,638,076 votes for and 8,454 votes withheld. Guy Snyder received 2,638,044 votes for and 8,486 votes withheld. The selection of external auditors received 2,632,456 votes for, 7821 votes against, and 6,253 votes abstaining. Item 5. Other Information - Nothing to report Item 6. Exhibits and Reports on Form 8-K a. Exhibits - (27) Financial Data Schedule b. 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/ Alan W. Dakey /s/ Kevin W. Laudenslager By: Alan W. Dakey By: Kevin W. Laudenslager President & CEO Treasurer Date: July 26, 2000 Date: July 26, 2000