================================================================================
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, 2007
Commission file number 001-13677
------------
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 a large accelerated filer, an
accelerated filer or a non-accelerated filer (as defined in Rule 12b-2 of the
Exchange Act)
[ ] Large accelerated [ X ] Accelerated [ ] Non-accelerated
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act)
[ ] Yes [ X ] No
Indicate the number of shares outstanding of each of the classes of common
stock, as of the latest practical date.
3,331,826 shares of Common Stock, $1.00 par value per share, were outstanding as
of May 5, 2007.
================================================================================
PART I
MID PENN BANCORP, INC.
ITEM 1: FINANCIAL STATEMENTS
MID PENN BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
MAR. 31 DEC. 31
2007 2006
---------- ----------
(Unaudited) (Audited)
ASSETS:
Cash and due from banks $ 6,759 $ 9,498
Interest-bearing balances 47,243 46,921
Available-for-sale securities 55,296 57,261
Federal funds sold 3,750 0
Loans 359,087 358,573
Less,
Allowance for loan and lease losses 4,178 4,187
---------- ----------
Net loans 354,909 354,386
---------- ----------
Bank premises and equip't, net 9,943 9,562
Foreclosed assets held for sale 93 146
Accrued interest receivable 2,705 2,822
Goodwill 1,016 1,016
Core deposit intangible, net 412 428
Cash surrender value of life insurance 7,223 7,154
Deferred income taxes 1,631 1,610
Other assets 1,526 890
---------- ----------
Total Assets 492,506 491,694
========== ==========
LIABILITIES & STOCKHOLDERS' EQUITY:
Deposits:
Non-interest Bearing Demand 45,977 44,097
Interest Bearing Demand 33,367 32,978
Money Market 65,233 59,640
Savings 25,792 25,397
Time 209,781 202,114
---------- ----------
Total deposits 380,150 364,226
---------- ----------
Short-term borrowings 8,173 24,275
Accrued interest payable 2,468 1,912
Other liabilities 3,051 2,483
Long-term debt 59,681 59,713
---------- ----------
Total Liabilities 453,523 452,609
---------- ----------
STOCKHOLDERS' EQUITY:
Common stock, par value $1 per share;
authorized 10,000,000 shares; issued
3,367,119 shares at March 31, 2007
and December 31, 2006 3,367 3,367
Additional paid-in capital 27,452 27,452
Retained earnings 8,999 8,583
Accumulated other comprehensive inc (loss) 98 317
Treasury Stock, at cost (35,293 and 23,038
shares at Mar. 31, 2007 and Dec. 31, 2006) -933 -634
---------- ----------
Total Stockholders' Equity 38,983 39,085
---------- ----------
Total Liabilities & Equity 492,506 491,694
========== ==========
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)
FOR THE QUARTER
ENDED MARCH 31,
------------------------------
2007 2006
---------- ----------
INTEREST INCOME:
Interest & fees on loans $ 6,414 $ 5,462
Int.-bearing balances 626 537
Treas. & Agency securities 260 236
Municipal securities 329 295
Other securities 52 50
Fed funds sold and repos 24 0
---------- ----------
Total Int. Income 7,705 6,580
---------- ----------
INTEREST EXPENSE:
Deposits 2,799 1,922
Short-term borrowings 199 145
Long-term borrowings 729 740
---------- ----------
Total Int. Expense 3,727 2,807
---------- ----------
Net Int. Income 3,978 3,773
PROVISION FOR LOAN AND LEASE LOSSES 75 135
---------- ----------
Net Int. Inc. after Prov. for Loan & Lease Losses 3,903 3,638
---------- ----------
NON-INTEREST INCOME:
Trust dept 81 65
Service chgs. on deposits 366 329
Investment securities
Gains(losses), net 0 0
Income on life insurance 70 56
Mortgage banking income 35 30
Income from sale of other real estate 0 152
Other 285 193
---------- ----------
Total Non-Interest Income 837 825
---------- ----------
NON-INTEREST EXPENSE:
Salaries and benefits 1,723 1,584
Occupancy, net 216 159
Equipment 265 207
PA Bank Shares tax 82 70
ATM/Debit card expenses 44 34
Professional fees 112 115
Director fees and benefits 80 53
Computer software licenses and maintenance 99 49
Stationery and supplies 62 52
Early withdrawal penalty on int. bearing balances 0 92
Other 608 499
---------- ----------
Tot. Non-int. Exp. 3,291 2,914
---------- ----------
Income before income tax provision 1,449 1,549
INCOME TAX PROVISION 365 394
---------- ----------
NET INCOME $ 1,084 $ 1,155
========== ==========
NET INCOME PER SHARE $ 0.32 $ 0.34
========== ==========
DIVIDENDS PER SHARE $ 0.20 $ 0.20
========== ==========
Weighted Average No. of
Shares Outstanding 3,341,639 3,348,063
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 QUARTER
ENDED MARCH 31,
---------------------
2007 2006
--------- ---------
Operating Activities:
Net Income $ 1,084 $ 1,155
Adjustments to reconcile net income
to net cash provided by operating
activities:
Provision for loan & lease losses 75 135
Depreciation 185 160
Incr. in cash-surr. value of life insurance -69 -56
Investment securities gains, net 0 0
Amortization 33 9
(Gain) loss on sale/disposal of bank
premises and equipment 0 -9
Loss (gain) on the sale of foreclosed
assets 9 -152
Deferred income taxes 93 -30
Change in accrued interest receivable 117 60
Change in other assets -653 -324
Change in accrued interest payable 556 142
Change in other liabilities 257 35
--------- ---------
Net cash provided by
operating activities 1,687 1,125
--------- ---------
Investing Activities:
Net (incr)decr in int-bearing balances -322 6,369
Net increase in federal funds sold -3,750 0
Proceeds from sale of securities 0 9
Proceeds from the maturity of secs. 1,948 654
Purchases of investment securities -5 -3,686
Net increase in loans -678 -5,815
Purchases of bank premises & equip't -566 -193
Proceeds from sale of foreclosed assets 124 152
--------- ---------
Net cash used in
investing activities -3,249 -2,510
--------- ---------
Financing Activities:
Net incr. in demand and savings 8,257 62
Net incr.(decr.) in time deposits 7,667 -2,518
Net (decr.)incr. in short-term borrowings -16,102 118
Long-term debt repayments -32 -5,031
Long-term borrowings 0 10,000
Cash dividend paid -668 -644
Purchase of treasury stock -299 0
--------- ---------
Net cash (used in) provided by
financing activities -1,177 1,987
--------- ---------
Net (decr.)incr. in cash & due from banks -2,739 602
Cash & due from banks, beg of period 9,498 6,350
--------- ---------
Cash & due from banks, end of period 6,759 6,952
========= =========
Supplemental Disclosures of Cash Flow Information:
Interest paid 3,171 2,665
Income taxes paid 0 0
Supplemental Noncash Disclosures:
Loan charge-offs 84 87
Transfers to foreclosed assets held for sale 0 184
4
MID PENN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The consolidated interim financial statements, with the exception of the
consolidated balance sheet dated December 31, 2006, are unaudited and have been
prepared 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 accounting principles generally accepted
in the United States of America 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 and lease losses to be adequate
at this time.
5. Short-term borrowings as of March 31, 2007, and December 31, 2006, consisted
of:
(Dollars in thousands)
3/31/07 12/31/06
------- --------
Repurchase agreements $ 7,830 $ 9,175
Treasury, tax and loan note 343 600
Federal funds purchased 0 14,500
------- --------
$ 8,173 $24,275
======= =======
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 the Bank are placed in the
Treasury note option account.
6. During the first quarter, Mid Penn Bank ("MPB") did not enter into any
long-term borrowings.
7. 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 postretirement 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.
5
MID PENN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The components of net periodic benefit costs from these benefit plans are as
follows:
Three months ended March 31:
(Dollars in thousands)
PENSION BENEFITS
OTHER BENEFITS
------------------------------------
2007 2006 2007 2006
----- ----- ----- -----
Service cost $ 10 $ 10 $ 6 $ 5
Interest cost 8 7 15 9
Expected return on plan assets 0 0 0 0
Amortization of transition obligation 4 4 0 0
Amortization of prior service cost 0 0 7 0
Amortization of net (gain) loss -2 -1 0 0
----- ----- ----- -----
Net periodic benefit cost $ 20 $ 20 $ 28 $ 14
----- ----- ----- -----
8. 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. The basic and diluted earnings per share are the same
since there are no dilutive shares of securities outstanding.
9. 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. Other comprehensive income also includes a
pension component in accordance with Financial Accounting Standards Board No.
158.
ENDED MARCH 31:
-------- --------
2007 2006
-------- --------
Net Income $ 1,084 $ 1,155
-------- --------
Other comprehensive income(loss):
Unrealized holding gains (losses)
on securities arising during the
period -21 -88
Less: reclassification
adjs for losses(gains) included
in net income 0 0
-------- --------
Net unrealized losses -21 -88
Other comprehensive income related to SFAS 158 -311 0
Income tax (provision) benefit
related to other comp.income (loss) 113 30
-------- --------
Other comprehensive inc(loss) -219 -58
-------- --------
Comprehensive Income 865 1,097
======== ========
10. Subsequent Event: The Board of Directors of the Corporation declared a 5
percent stock dividend and a quarterly cash dividend of 20 cents per share. Both
are payable Monday, May 28, 2007, to shareholders of record Wednesday, May 9,
2007. The stock dividend will be processed first thereby immediately rewarding
shareholders with the cash dividend being paid on the newly acquired shares from
the stock dividend.
6
MID PENN BANCORP, INC.
MILLERSBURG, PENNSYLVANIA
ITEM 2: MANAGEMENT'S DISCUSSION OF CONSOLIDATED FINANCIAL CONDITION
Management's Discussion of Consolidated Financial Condition
as of March 31, 2007, compared to year-end 2006 and the Results of Operations
for the first quarter of 2007 compared to the same period in 2006.
CONSOLIDATED FINANCIAL CONDITION
Total assets as of March 31, 2007, were $492,506,000 compared to $491,694,000 as
of December 31, 2006.
Asset growth was hindered during the first quarter of 2007 by weakened loan
demand coupled with a highly competitive lending environment. In addition, MPB
experienced the payoff of two large commercial loans during the quarter.
Consequently, assets remained fairly flat at March 31, 2007 compared with
December 31, 2006.
Total deposits balances were boosted by net growth in money market deposit
accounts of approximately $5.6 million as well as the execution of a $10 million
brokered certificate of deposit issue. These increases in deposit balances were
used to pay down short-term (federal fund) borrowings.
As of March 31, 2007, 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. In September of 2005, Mid Penn Bancorp's Board of Directors
approved a Stock Repurchase Program under which the Corporation could buy back
up to 250,000 shares of Mid Penn Bancorp common stock. To date, 16,237 shares
have been repurchased at an average price of $24.43 per share. During the first
quarter of 2007, 12,255 shares were repurchased at an average price of $24.37.
The Bank has entered into an agreement to purchase a future branch facility,
formerly operated as a banking office, located at 21st and Market St. in Camp
Hill, Cumberland County, PA. A fall opening is anticipated, subject to
regulatory approval.
RESULTS OF OPERATIONS
Net income for the first quarter of 2007 was $1,084,000, compared with
$1,155,000 earned in the same quarter
of 2006, a decrease of 6.5%. The relatively limited growth in earning assets
during the first quarter, combined with a very flat yield curve, as well as
increased occupancy and personnel expenses, led to lower earnings for the
quarter as the Corporation was unable to leverage the increases in expenses. Net
income per share for the first quarter of 2007 and 2006 was $.32 and $.34,
respectively. Net income as a percentage of stockholders' equity, also known as
return on equity, (ROE), was 11.1% on an annualized basis for the first quarter
of 2007 as compared to 12.5% for the same period in 2006.
Net interest income increased due to a larger base of earning assets as compared
to the first quarter of 2006. Net interest income of $3,978,000 for the quarter
ended March 31, 2007, increased by 5.4% compared to the $3,773,000 earned in the
same quarter of 2006. The increase in net interest income is being restricted by
the flat yield curve and the competition on interest-yielding assets.
During the first quarter of 2007, 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 March 31, 2007, 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.
7
Based on Management's analysis of the loan portfolio, the Bank recorded a
$75,000 provision for possible loan and lease losses during the first quarter of
2007, compared to a provision of $135,000 made during the first quarter of 2006.
The provision was lower in 2007 due to slower growth in the loan portfolio
compared with the same quarter of 2006. On a quarterly basis, senior management
reviews potentially unsound loans taking into consideration judgments regarding
risk of loss, economic conditions, trends and other factors in determining a
reasonable allowance for the period. A portion of the allowance for loan and
lease losses is based on applying historical loss ratios to the existing loan
portfolio.
Non-interest income amounted to $837,000 for the first quarter of 2007 compared
to $825,000 earned during the same
quarter of 2006. A significant contribution to non-interest income continues to
be insufficient fund (NSF) fee income. NSF fee income contributed approximately
$298,000 during the first quarter of 2007 and $266,000 during the first quarter
of 2006.
Non-interest expense amounted to $3,291,000 for the first quarter of 2007
compared to $2,914,000 incurred during the same quarter of 2006. The largest
increase in non- interest expense during the first quarter of 2007 as compared
to the same period in 2006, was the $139,000
increase in salary and benefits expense, which is largely attributable to the
addition of fifteen full-time equivalent personnel during the last year
including those at our two newest offices in Middletown and Steelton, which were
acquired in December of 2006. Expenses related to property, plant and equipment,
including network expenses, increased by approximately $165,000 compared to the
first quarter of 2006. This increase reflects higher depreciation, tax and
utility costs as well as the addition of the two new offices mentioned
previously and the relocation of our Lykens Valley Office to a newly constructed
building at a site adjoining a new Walmart Superstore in Elizabethville, PA.
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, maturing investment securities,
borrowings, payments received on loans, and increases in deposit liabilities.
Funds generated from operations were a major source of funds during the quarter.
Another significant source of funds came from the net increase in deposits
during the first quarter, which generated over $15.9 million in funds, including
the $10M five-year, brokered CD issue at a rate of 5.15%. These funds were used
to pay down overnight, federal fund borrowings by approximately $16 million.
CREDIT RISK AND ALLOWANCE FOR LOAN AND LEASE LOSSES
Total non-performing assets were $3,906,000, representing 0.79% of total assets
at March 31, 2007, compared to $2,434,000, or 0.50% of total assets, at December
31, 2006. Most non-performing assets are supported by collateral value that
appears to be adequate at March 31, 2007.
The allowance for loan losses at March 31, 2007, was $4,178,000 or 1.16% of
loans, net of unearned interest, as compared to $4,187,000 or 1.17% of loans,
net of unearned interest, at December 31, 2006.
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 and Lease Losses to be adequate to
absorb any reasonaby foreseeable loan and lease losses.
8
NEW ACCOUNTING PRONOUNCEMENT
In February 2007, The Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 159, "The Fair Value Option for
Financial Assets and Liabilities," including an amendment of FASB Statement No.
115 ("SFAS 159"). SFAS 159 permits entities to choose to measure many financial
instruments and certain other items at fair value that are not currently
required to be measured at fair value. It also establishes presentation and
disclosure requirements designed to facilitate comparisons between entities that
choose different measurement attributes for similar types of assets and
liabilities. SFAS 159 is effective as of the beginning of an entity's first
fiscal year that begins after November 15, 2007. The Corporation is currently
evaluating the impact of the adoption of this pronouncement on its consolidated
financial statements.
MAR. 31, DEC. 31,
-------- --------
2007 2006
-------- --------
Non-Performing Assets:
Non-accrual loans 1,861 1,293
Past due 90 days or more 1,952 995
Restructured loans 0 0
-------- --------
Total non-performing loans 3,813 2,288
Other real estate 93 146
-------- --------
Total 3,906 2,434
======== ========
Percentage of total loans outstanding 1.09% 0.68%
Percentage of total assets 0.79% 0.50%
Analysis of the Allowance for Loan Losses:
Balance beginning of period 4,187 3,704
Loans charged off:
Commercial real estate, construction
and land development 0 17
Commercial, industrial and agricultural 0 158
Real estate - residential mortgage 0 0
Consumer 30 134
Leases 84 0
-------- --------
Total loans charged off 114 309
-------- --------
Recoveries of loans previously charged off:
Commercial real estate, construction
and land development 0 0
Commercial, industrial and agricultural 0 3
Real estate - residential mortgage 0 0
Consumer 30 54
-------- --------
Total recoveries 30 57
-------- --------
Net (charge-offs) recoveries -84 -252
-------- --------
Current period provision for
loan losses 75 735
-------- --------
Balance end of period 4,178 4,187
======== ========
9
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
In the normal course of conducting business activities, the Corporation is
exposed to market risk, principally interest risk. Interest risk arises from
market driven fluctuations in interest rates that affect cash flows, income,
expense and values of financial instruments. The Asset/Liability Committee,
using policies approved by the Board of Directors, is responsible for managing
the rate sensitivity position.
No material changes in the market risk strategy occurred during the current
period. No material changes have been noted in the Corporation's equity value at
risk. A detailed discussion of market risk is provided in the Form 10-K for the
year ended December 31, 2006.
ITEM 4: CONTROLS AND PROCEDURES:
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, the Corporation
updated its evaluation, under the supervision and with the participation of the
Corporation'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 the
Corporation's disclosure controls and procedures are effective in timely
alerting them to material information relating to the Corporation (including its
consolidated subsidiaries) required to be included in our periodic SEC filings.
Changes in Internal Controls Over Financial Reporting
There was no change in the Corporation's internal controls or, to its
knowledge, in other factors that have materially affected, or is reasonably
likely to materially affect, the registrant's internal control over financial
reporting.
10
MID PENN BANCORP, INC.
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 the Corporation. There
are no proceedings pending other than ordinary routine litigation incident to
the business of the Corporation. In addition, management does not know of any
material proceedings contemplated by governmental authorities against the
Corporation or any of its properties.
ITEM 1A. RISK FACTORS
There are no material changes from the risk factors as previously
disclosed in the Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
In September of 2005, Mid Penn Bancorp's Board of Directors approved a
Stock Repurchase Program under which the Corporation could buy back up to
250,000 shares of Mid Penn Bancorp common stock. Through March 31, 2007, 16,237
shares have been repurchased at an average price of $24.43 per share. During the
first quarter of 2007, 12,255 shares were repurchased at an average price of
$24.37.
Issuer Purchases of Equity Securities During the Quarter:
------------------------------------------------------------------------------------------------
PERIOD TOTAL NUMBER TOTAL NUMBER OF MAXIMUM NUMBER OF
OF SHARES AVERAGE PRICE SHARES PURCHASED SHARES THAT MAY YET BE
PURCHASED PAID PER SHARE AS PART OF PLAN PURCHASED UNDER PLAN
------------------------------------------------------------------------------------------------
January-07 200 $25.59 4,182 245,818
------------------------------------------------------------------------------------------------
February-07 2,122 $24.08 6,304 243,696
------------------------------------------------------------------------------------------------
March-07 9,933 $24.41 16,237 233,763
------------------------------------------------------------------------------------------------
Total 12,255 $24.37 16,237 233,763
------------------------------------------------------------------------------------------------
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
The Bank has entered into an agreement to purchase a future branch
facility, formerly operated as a banking office, located at 21st and Market St.
in Camp Hill, Cumberland County, PA. A fall opening is anticipated, subject to
regulatory approval.
11
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)
10.7 Purchase and Assumption Agreement by and between Mid Penn Bank and
Omega Bank dated as of July 31, 2006.
11.1 Statement regarding the computation of Per Share Earnings (Included
in body of 10-Q)
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's ss.1350 Certification.
32.2 Chief Financial Officer's ss.1350 Certification
12
SIGNATURE
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: May 3, 2007 Date: May 3, 2007