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 September 30, 2005
Commission file number 1-13677
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 by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act)
[X] Yes [ ] No
Indicate the number of shares outstanding of each of the classes of common
stock, as of the latest practical date. 3,188,856 shares of Common Stock, $1.00
par value per share, were outstanding as of September 30, 2005.
MID PENN BANCORP, INC.
CONSOLIDATED BALANCE SHEET
(Unaudited; Dollars in thousands)
SEPT. 30, DEC. 31,
2005 2004
--------- --------
(UNAUDITED)
ASSETS:
Cash and due from banks $ 9,011 $ 6,679
Interest-bearing balances 58,333 60,407
Available-for-sale securities 48,955 44,613
Federal funds sold 0 0
Loans 305,390 279,547
Less,
Allowance for loan losses 4,025 3,643
-------- --------
Net loans 301,365 275,904
-------- --------
Bank premises and equip't, net 6,433 4,874
Foreclosed assets held for sale 74 505
Accrued interest receivable 2,144 1,875
Cash surrender value of life insurance 6,347 6,180
Deferred income taxes 1,083 982
Other assets 1,284 1,237
-------- --------
Total Assets 435,029 403,256
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY:
Deposits:
Demand 41,910 37,586
NOW 29,879 35,562
Money Market 56,773 43,116
Savings 27,053 28,414
Time 163,906 156,466
-------- --------
Total deposits 319,521 301,144
-------- --------
Short-term borrowings 14,813 13,801
Accrued interest payable 1,890 1,192
Other liabilities 2,627 1,890
Long-term debt 59,868 49,957
-------- --------
Total Liabilities 398,719 367,984
-------- --------
STOCKHOLDERS' EQUITY:
Common stock, par value $1 per share;
authorized 10,000,000 shares; issued
3,207,912 shares at both
Sept. 30, 2005 and December 31, 2004, resp. 3,208 3,208
Additional paid-in capital 23,472 23,472
Retained earnings 9,672 8,435
Accumulated other comprehensive inc(loss) 494 693
Treasury Stock at cost
(19,056 and 19,086 shs.
at Sept. 30, 2005 and
Dec. 31, 2004, resp.) -536 -536
-------- --------
Total Stockholders' Equity 36,310 35,272
-------- --------
Total Liabilities & Equity 435,029 403,256
======== ========
The accompanying notes are an integral part of these
consolidated financial statements.
2
MID PENN BANCORP, INC.
CONSOLIDATED STATEMENT OF INCOME
(Unaudited; dollars in thousands)
THREE MONTHS NINE MONTHS
ENDED SEPT. 30, ENDED SEPT. 30,
------------------------- -------------------------
2005 2004 2005 2004
---------- ---------- ---------- ----------
INTEREST INCOME:
Interest & fees on loans $ 4,913 $ 4,274 $ 13,993 $ 11,981
Int.-bearing balances 554 459 1,528 1,363
Treas. & Agency securities 216 149 573 453
Municipal securities 264 283 793 1,013
Other securities 23 12 68 33
Fed funds sold and repos 12 0 38 0
---------- ---------- ---------- ----------
Total Int. Income 5,982 5,177 16,993 14,843
---------- ---------- ---------- ----------
INTEREST EXPENSE:
Deposits 1,722 1,441 4,637 4,194
Short-term borrowings 47 34 130 109
Long-term borrowings 723 546 2,112 1,531
---------- ---------- ---------- ----------
Total Int. Expense 2,492 2,021 6,879 5,834
---------- ---------- ---------- ----------
Net Int. Income 3,490 3,156 10,114 9,009
PROVISION FOR LOAN LOSSES 280 200 450 625
---------- ---------- ---------- ----------
Net Int. Inc. after Prov 3,210 2,956 9,664 8,384
---------- ---------- ---------- ----------
NON-INTEREST INCOME:
Trust dept 63 61 217 178
Service chgs. on deposits 353 389 1,007 1,084
Investment securities
Gains(losses), net 0 39 1 475
Income on life insurance 61 42 167 159
Other 359 250 863 691
---------- ---------- ---------- ----------
Total Non-Interest Income 836 781 2,255 2,587
---------- ---------- ---------- ----------
NON-INTEREST EXPENSE:
Salaries and benefits 1,395 1,294 4,220 3,698
Occupancy, net 143 113 450 348
Equipment 186 159 561 496
PA Bank Shares tax 68 66 202 192
ATM/Debit card expenses 44 46 124 169
Professional fees 61 85 203 192
Director fees and benefits 77 51 203 194
Advertising Expense 79 30 242 139
Computer software licensing 49 46 149 135
Stationery and supplies 40 35 163 130
Other 385 406 1,171 1,167
---------- ---------- ---------- ----------
Tot. Non-int. Exp 2,527 2,331 7,688 6,860
---------- ---------- ---------- ----------
Income before income taxes 1,519 1,406 4,231 4,111
INCOME TAX EXPENSE 387 349 1,080 995
---------- ---------- ---------- ----------
NET INCOME $ 1,132 $ 1,057 $ 3,151 $ 3,116
========== ========== ========== ==========
NET INCOME PER SHARE $ 0.35 $ 0.33 $ 0.99 $ 0.98
========== ========== ========== ==========
DIVIDENDS PER SHARE $ 0.20 $ 0.20 $ 0.60 $ 1.60
========== ========== ========== ==========
Weighted Average No. of
Shares Outstanding 3,188,856 3,189,643 3,188,856 3,189,164
The accompanying notes are an integral part of these
consolidated financial statements.
3
MID PENN BANCORP, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited; Dollars in thousands)
FOR THE NINE MONTHS
ENDED SEPT. 30,
-------------------
2005 2004
------- -------
Operating Activities:
Net Income $ 3,151 $ 3,116
Adjustments to reconcile net income
to net cash provided by operating
activities:
Provision for loan losses 450 625
Depreciation 411 360
Incr. in cash-surr. value of life insurance -167 -720
Investment securities gains, net -1 -475
Amortization 27 0
Loss (gain) on sale/disposal of bank
premises and equipment 2 0
Loss (gain) on the sale of foreclosed
assets -56 8
Deferred income taxes -101 -274
Change in accrued interest receivable -269 -63
Change in other assets 29 216
Change in accrued interest payable 698 630
Change in other liabilities 737 830
------- -------
Net cash provided by
operating activities 4,911 4,253
------- -------
Investing Activities:
Net (incr)decr in int-bearing balances 2,074 7,940
Incr. in federal funds sold 0 0
Proceeds from sale of securities 535 16,195
Proceeds from the maturity of secs 3,587 4,934
Purchases of investment securities -8,765 -9,381
Net increase in loans -25,985 -42,689
Purchases of bank premises & equip't -2,012 -1,415
Proceeds from sale of foreclosed assets 561 853
Proceeds from sale of bank premises & equip't 40 0
Capitalized additions - ORE 0 0
Purchase/assumption -- Vartan Nat'l accounts 0 4,139
------- -------
Net cash provided by(used in)
investing activities -29,965 -19,424
------- -------
Financing Activities:
Net incr.(decr) in demand and savings 10,937 -2,396
Net incr.(decr) in time deposits 7,440 7,525
Net decrease in federal funds sold 0 0
Net incr.(decr) in short-term borrowings 1,012 -459
Long-term debt repayments -89 -5,098
Increase in long-term borrowings 10,000 19,400
Cash dividend paid -1,914 -5,102
Purchase of treasury stock 0 -24
------- -------
Net cash provided by(used in)
financing activities 27,386 13,846
------- -------
Net incr(decr) in cash & due from banks 2,332 -1,325
Cash & due from banks, beg of period 6,679 7,456
------- -------
Cash & due from banks, end of period 9,011 6,131
======= =======
Supplemental Disclosures of Cash Flow Information:
Interest paid 6,181 5,204
Income taxes paid 1,161 905
Supplemental Noncash Disclosures:
Loan charge-offs, net of recoveries 95 57
Transfers to other real estate 74 20
Business Combination:
Loans purchased 0 2,483
DDA and savings accounts assumed 0 -4,297
Time deposits assumed 0 -2,896
Vault cash purchased 0 21
Core deposit intangible 0 291
Goodwill 0 259
------- -------
0 -4,139
======= =======
The accompanying notes are an integral part of these
consolidated financial statements.
4
Mid Penn Bancorp, Inc.
Notes to Consolidated Financial Statements
1. The consolidated interim financial statements have been
prepared by Management of Mid Penn Bancorp, Inc., (MPB), with the exception of
the consolidated balance sheet dated December 31, 2004, 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 U.S. generally accepted accounting
principles have been condensed or omitted according to these rules and
regulations. Management believes, 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
MPB's most recent Form 10-K.
2. Interim statements are subject to possible adjustments in connection with the
annual audit of MPB'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 September 30, 2005, and
December 31, 2004, consisted of:
(Dollars in thousands)
9/30/05 12/31/04
------- --------
Federal funds purchased $ 8,600 $10,400
Repurchase agreements 5,454 2,928
Treasury, tax and loan note 759 473
Due to broker 0 0
------- --------
$14,813 $13,801
======= =======
Federal funds purchased represent overnight funds. 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 MPB are placed in the Treasury
note option account. The due to broker balance represents previous day balances
transferred from deposit accounts under a sweep account agreement.
5
6. MPB has an unfunded noncontributory defined benefit retirement plan for
directors. The plan provides defined benefits based on years of service. MPB
also has other post-retirement benefit plans covering full-time employees. These
health care and life insurance plans are noncontributory. MPB uses a December 31
measurement date for its plans.
The components of net periodic benefit costs from these benefit plans are as
follows:
Nine months ended September 30:
(Dollars in thousands)
PENSION BENEFITS OTHER BENEFITS
---------------- --------------
2005 2004 2005 2004
---- ---- ---- ----
Service cost $21 $16 $33 $28
Interest cost $30 $29 $27 $24
Expected return on plan assets $-- $-- $-- $--
Amortization of transition obligation $-- $-- $12 $11
Amortization of prior service cost $21 $20 $-- $--
Amortization of net (gain) loss $-- $-- $-- $--
--- --- --- ---
Net periodic benefit cost $72 $65 $72 $63
--- --- --- ---
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. MPB's basic and diluted
earnings per share are the same since there are no dilutive shares of securities
outstanding.
8. The purpose of reporting comprehensive income (loss) is to report a measure
of all changes in MPB's equity resulting from economic events other than
transactions with stockholders in their capacity as stockholders. For MPB,
"comprehensive income(loss)" includes traditional income statement amounts as
well as unrealized gains and losses on certain investments in debt 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.
6
(In thousands)
THREE MONTHS NINE MONTHS
ENDED SEPT. 30, ENDED SEPT. 30,
----------------- -----------------
2005 2004 2005 2004
------ ------ ------ ------
Net Income $1,132 $1,057 $3,151 $3,116
------ ------ ------ ------
Other comprehensive income(loss):
Unrealized holding gains (losses)
on securities arising during the
period -134 895 -265 -324
Less: reclassification
adjs for losses(gains) included
in net income 0 -39 -1 -475
------ ------ ------ ------
Other comprehensive income(loss)
before income tax (provision)
benefit -134 856 -266 -799
Income tax (provision) benefit
related to other comp.income (loss) 34 -291 67 267
------ ------ ------ ------
Other comprehensive inc(loss) -100 565 -199 -532
------ ------ ------ ------
Comprehensive Income 1,032 1,622 2,952 2,584
====== ====== ====== ======
9. During the third quarter, Mid Penn Bank purchased a parcel of land for a
future branch site. The estimated cost of the land and branch construction is
approximately $1.4 million.
10. MPB has made a commitment to provide a certain death benefit to the Board
Chairman. This commitment is being funded with bank-owned life insurance, in
addition to a life insurance agreement with associated costs of approximately
$121,000 in 2005, and $83,000 in 2006.
7
Mid Penn Bancorp, Inc.
Millersburg, Pennsylvania
Management's Discussion of Consolidated Financial Condition as of September 30,
2005, compared to year-end 2004 and the Results of Operations for the third
quarter and the first nine months of 2005 compared to the same periods in 2004.
CONSOLIDATED FINANCIAL CONDITION
Total assets as of Sept. 30, 2005, were $435,029,000, compared to $403,256,000
as of December 31, 2004. Asset growth has been led by demand for commercial real
estate loans, particularly in the Capital Region.
During the first nine months of 2005, net loans outstanding increased by
$25,461,000 from year end. The majority of this 9.2% increase was booked during
the month of September in conjunction with a loan special available to choice
borrowers.
Total deposits increased by $18,377,000 during the first nine months of 2005.
More than $22 million of new deposits were acquired through the two new offices
in the Capital Region since their openings in spring of this year.
Loan growth was funded by a decrease in the investment portfolio, increased
deposits and borrowings. Net long-term borrowings increased by approximately $10
million in an effort to lock in low interest rates as rates begin to rise. All
components of long-term debt are advances from the FHLB.
As of September 30, 2005, the Bank's capital ratios exceed minimum guidelines
for well-capitalized banks, and MPB's capital ratios are in excess of the Bank's
capital ratios.
RESULTS OF OPERATIONS
Net income for the first nine months of 2005 was $3,151,000, compared with
$3,116,000 earned in the same period of 2004. Net income per share for the same
period of 2005 and 2004 was $.99 and $.98, respectively. Net income as a
percentage of average stockholders' equity, also known as return on equity,
(ROE), was 11.8% on an annualized basis for the first three quarters of 2005 and
12.1% for the same period of 2004.
Net income for the third quarter of 2005 was $1,132,000, compared with
$1,057,000 earned in the same quarter of 2004. Net income per share for the
third quarters of 2005 and 2004 was $.35 and $.33, respectively. Earnings were
aided by an increased interest margin as well as asset growth during the
quarter.
Net interest income of $3,490,000 for the quarter ended September 30, 2005,
continues to show strength, increasing by more than 10% compared to the
$3,156,000 earned in the same quarter of 2004. Short-term interest rates
8
continue to increase at a measured pace. This increase in rates, coupled with
significant asset growth, bodes well for increasing net interest income in
future periods.
During the third quarter of 2005, MPB analyzed interest rate risk using the
Profitstar 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 September 30, 2005, these scenarios were within the policy limits of
+/- 15% in net interest income for the next twelve months; however, actual
results could vary significantly from the calculations prepared by management.
MPB made provisions for loan losses of $280,000 and $200,000 during the third
quarters of 2005 and 2004, respectively. A portion of the allowance for loan
losses is based on applying historical loss ratios to the existing loan
portfolio. As a result, the increase in the loan portfolio caused an increase in
the loan provision. 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 $836,000 for the third quarter of 2005 compared
to $781,000 earned during the same quarter of 2004. Service charges on deposits
amounted to $353,000 during the third quarter of 2005 as MPB 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
approximately $294,000 of income during the third quarter of 2005 and $323,000
during the same quarter of 2004. The main reason for the decrease was the sale
of the Bank's Tremont accounts, which occurred in January of 2005.
Non-interest expense increased by 8.4% during the third quarter of 2005 compared
to the same quarter of 2004. The majority of this increase was $101,000 in
additional personnel expense as the bank has invested in experienced staff for
the opening of two new offices in the Capital Region as well as the new
equipment leasing division. All of which began operation in early 2005.
9
A portion of MPB's portfolio of interest-bearing balances (insured jumbo
certificates of deposit of other banks with original maturities of one to five
years) is being monitored as interest rates rise. The certificates being
monitored are those with an original maturity of five years, representing
approximately 20% of the portfolio. The remaining 80% of the portfolio is made
up of certificates with original maturities of two years or less, the majority
of which mature within one year. If interest rates reach a point where it would
maximize net income over the remaining life of the five-year certificates to
redeem them early, paying the early withdrawal penalties, and reinvesting at
higher rates, Management may exercise this option to increase future earnings.
If they were redeemed early, the aggregate current period expense associated
with the penalties would approximate $200,000.
LIQUIDITY
MPB'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 interest bearing balances, investment securities, borrowings,
payments received on loans, and increases in deposit liabilities.
Funds generated from operations were a significant source of funds for the first
nine months of 2005. Also major sources of funds came from the net increase in
deposits of $18.4 million, the net decrease in investments in jumbo certificates
of deposit of $2 million, and $10 million in long-term borrowings.
A major use of funds during the period was the net increase in loans of
approximately $25.8 million.
CREDIT RISK AND ALLOWANCE FOR LOAN LOSSES
Total non-performing assets showed a marked increase, rising to $4,068,000
representing 0.94% of total assets at Sept. 30, 2005, from $1,775,000 or 0.44%
of total assets at December 31, 2004. The increase was due in large part to a
few commercial relationships with payments past due at the end of the current
quarter. Most non-performing assets are supported by collateral value that
appears to be adequate at Sept. 30, 2005.
The allowance for loan losses at Sept. 30, 2005, was $4,025,000 or 1.32% of
loans, net of unearned interest, as compared to $3,643,000 or 1.30% of loans,
net of unearned interest, at December 31, 2004.
Based upon the ongoing analysis of MPB's loan portfolio by the loan review
department, the latest quarterly analysis of potentially unsound loans and
non-performing assets, Management considers the Allowance for Loan Losses to be
adequate to absorb any reasonable, foreseeable loan losses.
10
MID PENN BANCORP, INC.
SEPT. 30, DEC. 31,
2005 2004
--------- --------
Non-Performing Assets:
Non-accrual loans 1,918 873
Past due 90 days or more 2,076 397
Restructured loans 0 0
----- -----
Total non-performing loans 3,994 1,270
Other real estate 74 505
----- -----
Total 4,068 1,775
===== =====
Percentage of total loans outstanding 1.33% 0.63%
Percentage of total assets 0.94% 0.44%
Analysis of the Allowance for Loan Losses:
Balance beginning of period 3,643 2,992
Loans charged off:
Commercial real estate, construction
and land development 0 25
Commercial, industrial and agricultural 29 10
Real estate - residential mortgage 0 0
Consumer 66 86
----- -----
Total loans charged off 95 121
----- -----
Recoveries of loans previously charged off:
Commercial real estate, construction
and land development 0 0
Commercial, industrial and agricultural 11 9
Real estate - residential mortgage 0 0
Consumer 16 38
----- -----
Total recoveries 27 47
----- -----
Net (charge-offs) recoveries -68 -74
----- -----
Current period provision for
loan losses 450 725
----- -----
Balance end of period 4,025 3,643
===== =====
11
Item 3: Controls and Procedures:
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, Mid Penn Bancorp
updated its evaluation, under the supervision and with the participation of the
Mid Penn Bancorp's management, including the Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of the
corporation's disclosure controls and procedures pursuant to the Securities
Exchange Act of 1934 ("Exchange Act") Rule 13a-15e. Based upon that evaluation,
the Chief Executive Officer and Chief Financial Officer concluded that Mid Penn
Bancorp's disclosure controls and procedures are effective in timely alerting
them to material information relating to Mid Penn Bancorp (including its
consolidated subsidiaries) required to be included in our periodic SEC filings.
Changes in Internal Controls Over Financial Reporting
There were no significant changes in Mid Penn Bancorp's internal
controls or, to its knowledge, in other factors that could significantly affect
internal controls during the fiscal quarter ended September 30, 2005, except for
the following:
o The Information Technology area of the corporation has made significant
progress in addressing the control areas previously identified as
deficiencies (as disclosed in the December 31, 2004, 10-K), with the
majority of issues being addressed in the first and second quarters.
This remediation includes third-party testing by a data communications
firm.
12
PART II - OTHER INFORMATION:
Item 1. Legal Proceedings - Management is not aware of any litigation that would
have a material adverse effect on the consolidated financial position of Mid
Penn Bancorp. There are no proceedings pending other than ordinary routine
litigation incident to the business of Mid Penn Bancorp and of Mid Penn Bank. In
addition, management does not know of any material proceedings contemplated by
governmental authorities against Mid Penn Bancorp or Mid Penn Bank or any of its
properties.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds - 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
13
Item 6. Exhibits -
3(i) The Registrant's Articles of Incorporation. (Incorporated by
reference to Registrant's Annual Report on Form 10-K filed with
the SEC on March 29, 2002.)
3(ii) The Registrant's By-laws. (Incorporated by reference to
Registrant's Annual Report on Form 10-K filed with the SEC on
March 29, 2002.)
10.1 Mid Penn Bank's Profit Sharing Retirement Plan. (Incorporated by
reference to Registrant's Annual Report on Form 10-K filed with
the SEC on March 29, 2002.)
10.2 Mid Penn Bank's Employee Stock Ownership Plan. (Incorporated by
reference to Registrant's Annual Report on Form 10-K filed with
the SEC on March 29, 2002.)
10.3 The Registrant's Dividend Reinvestment Plan, as amended and
restated. (Incorporated by reference to Registrant's
Registration Statement on Form S-3, filed with the SEC on
October 12, 2005.)
10.4 Salary Continuation Agreement between Mid Penn Bank and Alan W.
Dakey. (Incorporated by reference to Registrant's Annual Report
on Form 10-K filed with the Securities and Exchange Commission
on March 28, 2003.)
10.5 Split Dollar Agreement between Mid Penn Bank and Eugene F.
Shaffer (Incorporated by reference to Registrant's Annual Report
on Form 10-K filed with the Securities and Exchange Commission
on March 14, 2005)
10.6 Death Benefit Plan and Agreement between Mid Penn Bank and the
Trustee of the Eugene F. Shaffer Irrevocable Trust (Incorporated
by reference to Registrant's Annual Report on Form 10-K filed
with the Securities and Exchange Commission on March 14, 2005)
14 The Registrant's Code of Ethics. (Incorporated by reference to
Registrant's Form 8-K filed with the Securities and Exchange
Commission on March 9, 2005)
21 Subsidiaries of Registrant. (Incorporated by reference to
Registrant's Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 14, 2005)
31.1 Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive
Officer.
31.2 Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial
Officer.
32.1 Chief Executive Officer'sss.1350 Certification.
32.2 Chief Financial Officer's ss.1350 Certification
14
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 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: November 4, 2005 Date: November 4, 2005
15