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Section 1: 8-K (8-K_073119)

mpb-8k_20190731.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  July 31, 2019

 

MID PENN BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)



 

 

 

 

 

Pennsylvania

1-13677

25-1666413

(State or Other Jurisdiction of

Incorporation or Organization)

(Commission File Number)

(I.R.S. Employer

Identification Number)

 

 

349 Union Street

Millersburg, Pennsylvania

1.866.642.7736

17061

(Address of Principal Executive Offices)

( Registrant’s telephone number, including area code)

(Zip Code)

 

 

 

 

Not Applicable

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, $1.00 par value per share

 

MPB

 

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 



 

MID PENN BANCORP, INC.

CURRENT REPORT ON FORM 8-K

 

 

Item 7.01    Regulation FD Disclosure

 

Executive Officers of Mid Penn Bancorp, Inc. will meet with several institutional investors and analysts at the KBW Community Bank Investor Conference on July 31, 2019 in New York City, NY.  The Investor Presentation to be used in discussions with Analysts and Investors is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.  This Current Report is being furnished pursuant to Regulation FD and no part of this Report shall be deemed “filed” for any purpose.

 

 

Item 9.01    Financial Statements and Exhibits

 

(d) Exhibits.

 

No.Description

 

99.1Investor Presentation of Mid Penn Bancorp, Inc.

 



 

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 hereunto duly authorized.

 

 

 

 

 

MID PENN BANCORP, INC.

(Registrant)

Date:  July 31, 2019

By:

/s/ Michael D. Peduzzi

 

Michael D. Peduzzi

 

Chief Financial Officer

 

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Section 2: EX-99.1 (EX-99.1)

mpb-ex991_7.pptx.htm

Slide 1

Nasdaq: MPB Investor Presentation KBW’s Community Bank Investor Conference July 31, 2019 Exhibit 99.1

Slide 2

Rory G. Ritrievi President & CEO Michael D. Peduzzi Sr. Executive President & Chief Financial Officer Justin T. Webb Sr. Executive President & Chief Operating Officer Nasdaq: MPB

Slide 3

This presentation and management’s related discussion on Mid Penn Bancorp, Inc. (“Mid Penn”) may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts and include expressions about management's confidence and strategies and management's current views and expectations about new and existing programs and products, relationships, opportunities, technology and market conditions. These statements may be identified by such forward-looking terminology as "continues," "expect," "look," "believe," "anticipate," "may," "will," "should," "projects," "strategy," or similar statements. Actual results may differ materially from such forward-looking statements, and no reliance should be placed on any forward-looking statement. Factors that may cause actual results to differ materially from such forward-looking statements include, but are not limited to: changes in interest rates, spreads on earning assets and interest-bearing liabilities, and interest rate sensitivity; prepayment speeds, loan originations, credit losses and market values on loans, and collateral securing loans; sources of liquidity; common shares outstanding; common stock price volatility; fair value of and number of stock-based compensation awards to be issued in future periods; the impact of changes in market values on securities held in Mid Penn’s portfolio; legislation affecting the financial services industry as a whole, and Mid Penn and Mid Penn Bank individually or collectively, including tax legislation; regulatory supervision and oversight, including monetary policy and capital requirements; changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board, the Securities and Exchange Commission, or other regulatory agencies; increasing price and product/service competition, including new competitors; rapid technological developments and changes; the ability to continue to introduce competitive new products and services on a timely, cost-effective basis; the mix of products/services; containing costs and expenses; governmental and public policy changes; protection and validity of intellectual property rights; reliance on large customers; technological, implementation and cost/financial risks in large, multi-year contracts; the outcome of future litigation and governmental proceedings, including tax-related examinations and other matters; continued availability of financing; the availability of financial resources in the amounts, at the times, and on the terms required to support Mid Penn and Mid Penn Bank’s future businesses; the impact of Mid Penn’s 2018 acquisitions of First Priority Financial Corp. and The Scottdale Bank and Trust Company, and material differences in the actual financial results of merger, acquisition and investment activities compared with Mid Penn’s initial expectations, including the full realization of anticipated cost savings and revenue enhancements. For a list of other factors which would affect our results, see Mid Penn’s filings with the SEC, including those risk factors identified in the "Risk Factors" section and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2018. The statements made during this presentation are as of the date of this presentation, even if subsequently made available by Mid Penn on its website or otherwise. Mid Penn assumes no obligation to update any such forward-looking statements at any time, except as required by law. Cautionary Notice Regarding Forward-Looking Statements Nasdaq: MPB

Slide 4

This presentation or related management discussion may contain financial information or measures determined by methods other than in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"). For tangible book value, the most directly comparable financial measure calculated in accordance with GAAP is our book value. We believe that this measure is important to many investors in the marketplace who are interested in changes from period to period in book value per common share exclusive of changes in intangible assets. Goodwill and other intangible assets have the effect of increasing total book value while not increasing our tangible book value. We believe earnings per share excluding the after-tax impact of merger-related expenses and any nonrecurring charges, including the year-end 2017 adjustment of the deferred tax asset, provides important supplemental information in evaluating Mid Penn’s operating results because these charges are not incurred as a result of ongoing operations. Income tax effects of non-GAAP adjustments are calculated using the applicable statutory tax rate for the jurisdictions in which the charges (benefits) are incurred, while taking into consideration any valuation allowances or non-deductible portions of the non-GAAP adjustments. Non-GAAP information has limitations as an analytical tool, and should be viewed supplementary to, but not as a substitute for, financial measures determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of Mid Penn’s results and financial condition as reported under GAAP. Further, this non-GAAP information may not necessarily be comparable to non-GAAP performance measures that may be presented by other companies. Management believes that this non-GAAP supplemental information will be helpful in understanding the comparability of Mid Penn’s reported results. Reconciliations of these non-GAAP measures to the most directly comparable GAAP measures are set forth in the Appendix. This supplemental presentation should not be construed as an inference that Mid Penn’s future results will be unaffected by similar adjustments to be determined in accordance with GAAP. Cautionary Notice Regarding Non-GAAP Measures Nasdaq: MPB

Slide 5

As of June 30, 2019 (000s): Total Assets: $ 2,136,122 Total Loans: $ 1,688,173 Total Deposits: $ 1,778,401 The Company employs over 400 personnel and generated annual revenues in 2018 of over $63 million. Mid Penn Bancorp, Inc., headquartered in Millersburg, Pa., has been serving communities in Pennsylvania since 1868. Mid Penn Bank, the wholly-owned banking subsidiary of Mid Penn Bancorp, Inc., has 38 retail offices in the Pennsylvania counties of Berks, Bucks, Chester, Cumberland, Dauphin, Fayette, Lancaster, Luzerne, Montgomery, Northumberland, Schuylkill and Westmoreland. The Bank offers a comprehensive portfolio of commercial banking, retail banking, trust and wealth management products and services to meet the banking needs of the communities it serves. To learn more about Mid Penn Bank, visit www.midpennbank.com. Profile of Mid Penn Bancorp, Inc. Nasdaq: MPB

Slide 6

Executive Position Years at MPB Years in Industry Rory G. Ritrievi President & Chief Executive Officer 10 32 Michael D. Peduzzi, CPA Sr. EVP & Chief Financial Officer 4 20 Justin T. Webb Sr. EVP & Chief Operating Officer 6 13 Scott W. Micklewright Sr. EVP & Chief Revenue Officer 10 13 Joseph L. Paese, CFP EVP & Director of Trust & Wealth Management 4 35 Joan Dickinson EVP & Chief of Staff 6 33 Amy M. Barnett SVP & Senior Compliance Officer 9 20 Roberta A. Hoffman SVP & Director of Human Resources 43 43 John Paul Livingston SVP & Chief Technology Officer 9 16 James R. Ridd SVP & Chief Credit Officer 3 35 Paul F. Spiegel SVP & Senior Operations Manager 8 33 Margaret E. Steinour SVP & Chief Administrative Officer 7 14 Cindy L. Wetzel VP & Corporate Secretary 39 39 Averages: 12 27 Experienced Leadership Nasdaq: MPB

Slide 7

Executive Position Years at MPB Years in Industry Heather Hall Market President – Capital and Lancaster Regions 3 20 Joseph Butto Regional President – Berks Region 1 34 Mark Ketch Regional President – Northern Region 3 25 Daniel Krewson Regional President – Delaware Valley Region 1 16 Tara Sheaffer Regional President – Upper Dauphin Region 8 15 Average 3 22 Experienced Leadership Nasdaq: MPB

Slide 8

Increasing Shareholder Value Tangible Book Value per Common Share is a Non-GAAP measure as it excludes goodwill and core deposit intangible. See the reconciliation of GAAP to non-GAAP measures in the Appendix to this presentation Nasdaq: MPB (a)

Slide 9

5-Year Return: $100 invested in Mid Penn Bancorp (symbol: MPB) stock as of Dec. 31, 2013 and held for five years through Dec. 31, 2018 returned over 84%. Strong Shareholder Returns Comparatively, stocks in the Russell 3000 Index averaged a lower 5-year return of 46% through Dec. 31, 2018 (Mid Penn was added to the Russell 2000 Index in June 2018). A peer group* of Mid-Atlantic commercial banks with assets between $1 billion and $2 billion averaged a lower 5-year return of 62% through Dec. 31. 2018. * The list of Mid-Atlantic commercial banking peers can be found on Exhibit 99.1 included with Mid Penn Bancorp, Inc.’s Form 10-K for the year ended December 31, 2018. Nasdaq: MPB YTD 2019 Return: As of July 29, 2019 (the most current update of this presentation), the closing price of a share of MPB common stock was $26.50 representing an increase of $3.58 over the closing price of $22.92 as of Dec. 31, 2018. Including $0.43 of cash dividends per share paid in the first half of 2019, the YTD 2019 total return on MPB common stock was $4.01 or over 17% annualized.

Slide 10

Increasing Dividends Regular quarterly dividend payouts have increased consistently in recent years as follows (reflects regular dividends paid during each year’s respective quarter): 2016: $0.12 per quarter; $0.48 for the year 2017: $0.13 per quarter; $0.52 for the year 2018: $0.15 per quarter; $0.60 for the year For each of the above years, a special annual dividend of $0.10 was also declared and paid. The most recent two regular quarterly dividends, paid on May 27, 2019, and payable on Aug. 26, 2019 to shareholders of record on Aug. 7, 2019, are $0.18 per share, representing a 17% increase compared to the prior year’s regular quarterly dividend of $0.15. Nasdaq: MPB

Slide 11

Earnings Results The amount shown reflects non-GAAP adjusted earnings for 2017, which excluded the after-tax impact of (i) $619,000 of merger-related expenses, and (ii) a one-time deferred tax asset charge of $1,169,000. Full Year 2017 GAAP net income was $8,857,000. See the reconciliation of GAAP to non-GAAP measures in the Appendix to this presentation. The amount shown reflects non-GAAP adjusted earnings for 2018, which excluded the after-tax impact of $4,790,000 of merger-related charges. Full-year 2018 GAAP net income was $10,494,000. See the reconciliation of GAAP to non-GAAP measures in the Appendix to this presentation. (b) (a) Nasdaq: MPB

Slide 12

Earnings Results 2017 adjusted earnings per share reflect the exclusion of the after-tax impact of $619,000 of merger-related expenses and a one-time deferred tax asset charge of $1,169,000. Including these charges, 2017 GAAP earnings per share was $1.67. See the reconciliation of GAAP to non-GAAP measures in the Appendix to this presentation. (a) 2018 adjusted earnings per share exclude the impact of $4,790,000 of merger-related expenses. Including these charges, 2018 GAAP earnings per share was $1.48. See the reconciliation of GAAP to non-GAAP measures in the Appendix to this presentation. (b) Nasdaq: MPB

Slide 13

* The CAGR or Compound Annual Growth Rate includes the impact of both organic growth and acquisitions. During 2018, Mid Penn successfully closed and integrated the acquisitions of The Scottdale Bank & Trust Co. (Jan. 2018) and First Priority Financial Corp. (July 2018). Total assets have grown $58 million or a 6% annual growth rate for the first half of 2019. Franchise Growth CAGR * of 28% Nasdaq: MPB

Slide 14

Total loans increased $715 million during 2018, with organic growth of $172 million or 18%. The additional increase ($543 million) reflects loans acquired from First Priority and Scottdale. Loan growth for the first six months of 2019 was $64 million or an 8% annualized growth rate. Total deposits increased $702 million during 2018, with organic growth of $105 million or 11%. The additional increase ($597 million) was deposits assumed from the First Priority and Scottdale acquisitions in 2018. Deposit growth was $52 million or an annualized increase of 6% for the first six months of 2019. Strong Loan & Deposit Growth Nasdaq: MPB

Slide 15

Net Interest Margin The Net Interest Margin for the first half of 2019 was 3.69%, with the yield on loans for the first six months of 2019 increasing to 5.32%. Increases in the yields on loans, investments, and other interest-earning assets more than offset the impact of the increase in cost of funds to 1.27% for the first six months of 2019. The cost of funds was impacted by the four Fed rate increases in 2018 totaling 1.00%, and the three Fed rate increases in 2017 totaling 0.75%. The yield earned on loans was 4.98% for 2018 and 4.73% for 2017. The cost of funds was 0.86% for 2018 and 0.62% for 2017. Nasdaq: MPB

Slide 16

Summary of Results and Financial Position for the Six Months Ending June 30, 2019 Nasdaq: MPB

Slide 17

Nasdaq: MPB Summary of Results and Financial Position for the Six Months Ending June 30, 2019

Slide 18

Opportunities Commercial loan portfolio growth and development with a continued emphasis on asset quality and portfolio diversification, and benefiting from both sustained momentum in legacy markets, and new relationships in markets added through recent acquisitions. Maintaining a sound deposit funding base while expanding our mobile and e-banking products and capabilities to support the increasing demand from businesses and consumers for secure but effective electronic deposit account management services. Emphasize growth of our noninterest income sources, including continued expansion of our mortgage banking operation and trust and wealth management businesses, while identifying new opportunities for fee-based revenues. Making the necessary investments in our data processing and cybersecurity infrastructure, and our compliance management processes, to ensure we sustain a safe and sound foundation for current operations and future growth opportunities. Continuing to challenge our structure and operations to realize greater efficiencies particularly as we further integrate our recent acquisitions. Maintaining a primary focus on organic growth while remaining willing to explore sensible M&A opportunities. Nasdaq: MPB

Slide 19

Appendix: Reconciliation of GAAP to Non-GAAP Measures Nasdaq: MPB (Dollars in thousands, except per share data) June 30, Dec. 31, Dec. 31, Dec. 31, 2019 2018 2017 2016 Shareholder's Equity $ 231,262 $ 223,209 $ 75,703 $ 70,467 Less: Goodwill 62,840 62,840 3,918 3,918 Less: Core Deposit and Other Intangibles 6,464 7,221 434 539 Tangible Equity $ 161,958 $ 153,148 $ 71,351 $ 66,010 Common Shares Issued and Outstanding 8,465,178 8,459,918 4,242,216 4,233,297 Tangible Book Value per Share $ 19.13 $ 18.10 $ 16.82 $ 15.59 Tangible Book Value Per Share

Slide 20

Appendix: Reconciliation of GAAP to Non-GAAP Measures Nasdaq: MPB

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