Mid Penn Bancorp, Inc. Reports First Quarter Earnings and Declares Dividend

HARRISBURG, Pa., April 28, 2023 (GLOBE NEWSWIRE) -- Mid Penn Bancorp, Inc. (NASDAQ: MPB) ("Mid Penn"), the parent company of Mid Penn Bank (the "Bank") and MPB Financial Services, LLC, today reported net income available to common shareholders ("earnings") for the quarter ended March 31, 2023 of $11.2 million, or $0.71 and $0.70 per common share basic and diluted, respectively.

"As our shareholders analyze our first quarter performance, they will find that we grew our loans at an 11.2% (annualized) pace and our deposits at a 10.7% (annualized) pace. Those growth rates would be considered exceptional in any quarter. However, with the failures of Silicon Valley Bank of California, Signature Bank of New York, and the near collapse and continued uncertainty surrounding First Republic Bank of San Francisco—as well as inconsistent rhetoric out of Washington as to which depositors would be covered and who would pay the tab for that coverage—the banking industry was turned upside down almost overnight. The contagion of those three troubled institutions affected just about every other bank in the country in the quality of operating performance and the performance of each company’s stock in the market. That was no different for Mid Penn,” said President and CEO Rory G. Ritrievi.

Mr. Ritrievi added, "Throughout March, our calling team devoted significant time and energy drawing clear distinctions between the risk profile and management of those failed and troubled banks and Mid Penn. Direct customer contact and a six-part video series helped us communicate a strong message to our customers. That message is simple: Mid Penn is safe, sound, strong and resilient and we are confident that our customers' deposits are secure with us. That message resonated very well and catapulted us to even better balance sheet growth metrics for the quarter. I am so very proud of our entire team for the work they put in and the results of that effort."

"Our overall performance in the quarter was solid, but we know we can do even better. Our focus throughout the remainder of 2023 will be on continued quality growth in loans and deposits, a laser focus on expense control and a laser focus on asset quality. Nothing new there," Mr. Ritrievi concluded.

With the success of the first quarter, the Board announced a quarterly cash dividend of $0.20 per share of common stock which was declared at its meeting on April 26, 2023, payable on May 22, 2023 to shareholders of record as of May 10, 2023.

Key Highlights of the First Quarter of 2023

• Current liquidity, including borrowing capacity, enhanced to nearly $1.36 billion or 187% of uninsured and uncollateralized deposits, or approximately 35% of total deposits.
  
• Deposits grew $99.8 million, or 10.7% (annualized), from the fourth quarter of 2022.
  
  • Estimated uninsured deposits represented 26.1% of total deposits at March 31, 2023, and 18.7% of total deposits after adjusting for insured/collateralized public funds and contractual deposits.
    
• Loan growth was 11.2% (annualized) during the three months ended March 31, 2023 from the fourth quarter of 2022.
  
  • Non-owner occupied office commercial real estate exposure represents less than 8% of total loan balances and is primarily limited to suburban offices.
• Total accumulated other comprehensive loss was 4.5% of tangible shareholders' equity⁽¹⁾ at March 31, 2023.
• Tax equivalent net interest margin changed to 3.49% from 3.80% in the prior quarter and 3.21% in the first quarter of 2022.
• Resilient profitability: Earnings of $11.2 million; Return on average assets was 1.01%; Return on average equity of 8.91% and return on average tangible common equity ⁽¹⁾ of 11.97% for the quarter ended March 31, 2023.
• Book value per common share was $32.15 for the first quarter, compared to $32.24 for the fourth quarter of 2022, while tangible book value per share⁽¹⁾ was $24.52 at March 31, 2023, compared to $24.59, at December 31, 2022.
  

Net Interest Income and Average Balance Sheet

For the three months ended March 31, 2023, net interest income was $36.0 million compared to net interest income of $38.6 million for the three months ended December 31, 2022 and $34.4 million for the three months ended March 31, 2022. The tax-equivalent net interest margin for the three months ended March 31, 2023 was 3.49% compared to 3.80% for the fourth quarter of 2022 and 3.21% for the first quarter of 2022, a 31 basis point(s) ("bp(s)") decrease and a 28 bp increase, respectively, compared to the prior quarter and the same period in 2022. The linked quarter decrease was primarily the result of a 73 bp increase in the rate on interest-bearing liabilities, partially offset by a 26 bp increase in the yield on interest-earning assets. The increase in the rate on interest-bearing liabilities compared to the linked quarter was primarily the result of higher deposit pricing to attract and retain new and existing customers. The increase in the yield on interest-earning assets was primarily driven by the increase of the yield on loans by 26 bps, to 5.24% during the first quarter of 2023.

The yield on interest-earning assets increased 135 bps in the first quarter of 2023 compared to the same period of 2022, driven by a 74 bp increase on the yield of investment securities and a 65 bp increase of loan yields. Total average assets were $4.5 billion for the first quarter of 2023, reflecting an increase of $139.7 million, or 3.2%, compared to total average assets of $4.4 billion for the fourth quarter of 2022 and a decrease of $176.0 million, or 3.7%, compared to $4.7 billion for the first quarter of 2022. Total average loans were $3.6 billion for the first quarter of 2023, reflecting an increase of $160.1 million, or 4.7%, compared to total average loans of $3.4 billion in the fourth quarter of 2022, and an increase of $451.9 million, or 14.6%, compared to total average loans of $3.1 billion for the first quarter of 2022.

Total average deposits were $3.8 billion for the first quarter of 2023, reflecting an increase of $55.7 million compared to total average deposits in the fourth quarter of 2022, and a decrease of $216.1 million, or 5.4%, compared to total average deposits of $4.0 billion for the first quarter of 2022. The average cost of deposits was 1.29% for the first quarter of 2023, representing a 53 bp and 106 bp increase from the fourth quarter and the first quarter of 2022, respectively. The increases are a result of the rising rate environment and Mid Penn increasing deposit rates to retain existing and attract new deposit customers.

Asset Quality

On January 1, 2023, Mid Penn adopted ASU 2016-13, Financial Instruments - Credit Losses (ASC Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss methodology, and is referred to as CECL. The measurement of expected credit losses under CECL is applicable to financial assets measured at amortized cost, including loans and HTM debt securities. It also applies to off-balance-sheet ("OBS") credit exposures such as loan commitments, standby letters of credit, financial guarantees, and other similar instruments.

⁽¹⁾   Non-GAAP financial measure. Refer to the calculation on the section titled “Reconciliation of Non-GAAP Measures” at the end of this document.

Mid Penn adopted CECL using the modified retrospective method for all financial assets measured at amortized cost, net of investments in leases and OBS credit exposures. Results for reporting periods beginning after January 1, 2023 are presented under CECL, while prior period results are reported in accordance with the previously applicable incurred loss methodology. Mid Penn recorded an overall increase of $15.0 million to the allowance for credit losses ("ACL") on January 1, 2023 as a result of the adoption of CECL. Included in the $15.0 million increase to the ACL was $3.1 million for certain OBS credit exposures that are recognized in other liabilities. Retained earnings decreased $11.5 million and deferred tax assets increased by $3.1 million.

The provision for credit losses on loans was $490 thousand for the three months ended March 31, 2023, a decrease of $35 thousand and $10 thousand compared to both the provision for credit losses of $525 thousand and $500 thousand for the three months ended December 31, 2022 and for the three months ended March 31, 2022, respectively.

Total nonperforming assets were $14.1 million at March 31, 2023, compared to nonperforming assets of $8.6 million and $8.1 million at December 31, 2022 and March 31, 2022. The increase was primarily related to two relationships. One of the relationships has subsequently been paid off in full in April 2023. The second relationship is collateralized in excess of the outstanding loan balances based on a current appraisal of the collateral.

The ACL on loans as a percentage of total loans was 0.87% at March 31, 2023, compared to 0.54% at December 31, 2022 and 0.49% at March 31, 2022. The increase in the first quarter of 2023 was primarily due to the impact of the adoption of CECL on January 1, 2023.

Capital

Shareholders’ equity decreased $1.3 million, or 0.26%, from $512.1 million as of December 31, 2022 to $510.8 million as of March 31, 2023. Mid Penn declared $3.2 million in dividends during the first quarter of 2023. Regulatory capital ratios for both Mid Penn and its banking subsidiary indicate regulatory capital levels in excess of the regulatory minimums and the levels necessary for the Bank to be considered "well capitalized" at both March 31, 2023 and December 31, 2022.

Noninterest Income

For the three months ended March 31, 2023, noninterest income totaled $4.3 million, a decrease of $2.4 million, or 35.6%, compared to noninterest income of $6.7 million for the fourth quarter of 2022, primarily a result of decreases in other income, which included a branch sale in the fourth quarter of 2022. For the three months ended March 31, 2023, noninterest income decreased $1.4 million, or 24.8%, compared to noninterest income of $5.8 million for the first quarter of 2022, primarily driven by lower mortgage hedging income and other income.

Noninterest Expense

Noninterest expense totaled $26.1 million, an increase of $601 thousand, or 2.4%, for the three months ended March 31, 2023, compared to noninterest expense of $25.5 million for the fourth quarter of 2022. The increase was primarily the result of higher salaries and employee benefits which typically run higher in the first quarter due to payroll taxes resetting and slightly higher medical expenses in the first quarter of 2023 compared to the fourth quarter of 2022. In addition, bank shares taxes were higher in the first quarter of 2023 compared to the fourth quarter of 2022 due to credits that were received during the fourth quarter of 2022, lowering the expense.

Compared to the first quarter of 2022, noninterest expense in the first quarter of 2023 increased $325 thousand, or 1.3%, from $25.7 million to $26.1 million primarily as a result of an increase in salaries and employee benefits expense as open positions throughout Mid Penn were filled during 2022.

The efficiency ratio⁽¹⁾ was 63.16% in the first quarter of 2023, compared to 54.59% in the fourth quarter of 2022, and 62.12% in the first quarter of 2022. The change in the efficiency ratio during the first quarter 2023 compared to the fourth quarter of 2022 was the result of lower net interest and noninterest income and higher noninterest expenses, while the change compared to the first quarter of 2022 was the result of lower noninterest income and higher noninterest expenses, partially offset by higher net interest income.

⁽¹⁾   Non-GAAP financial measure. Refer to the calculation on the section titled “Reconciliation of Non-GAAP Measures” at the end of this document.

Merger & Acquisition Activity

On December 20, 2022, Mid Penn announced its entry into an agreement and plan of merger with Brunswick Bancorp ("Brunswick"). The acquisition will result in a meaningful expansion for Mid Penn into the attractive central New Jersey market. Mid Penn will acquire Brunswick in a combination cash and stock transaction valued at approximately $53.9 million (based on Mid Penn's closing stock price of $30.95 for the trading day ending December 19, 2022). On April 25, 2023, Mid Penn and Brunswick issued a joint press release announcing the receipt of all bank regulatory and shareholder approvals required to consummate the merger of Brunswick into Mid Penn. The transaction is expected to close in May 2023.

Management considers subsequent events occurring after the balance sheet date for matters which may require adjustment to, or disclosure in, the consolidated financial statements. The review period for subsequent events extends up to and including the filing date of a public company’s consolidated financial statements when filed with the Securities and Exchange Commission ("SEC"). Accordingly, the financial information in this announcement is subject to change. The statements are valid only as of the date hereof and Mid Penn disclaims any obligation to update this information.

SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This press release, and oral statements made regarding the subjects of this release, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such 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 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, collateral securing loans, and other assets; 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; results of the regulatory examination and supervision process and oversight, including changes in monetary policy and capital requirements; changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or regulatory agencies; increasing price and product/service competition by competitors, including new entrants; 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; 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; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement between Mid Penn and Brunswick; the outcome of any legal proceedings that may be instituted against Mid Penn or Brunswick; delays in completing the transaction; the failure to satisfy any of the other conditions to the transaction on a timely basis or at all; the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Mid Penn and Brunswick do business; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; the ability to complete the transaction and integration of Mid Penn and Brunswick successfully; the dilution caused by Mid Penn’s issuance of additional shares of its capital stock in connection with the transaction; and other factors that may affect the future results of Mid Penn and Brunswick.

For a more detailed description of these and other factors which would affect our results, please 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, 2022 and subsequent filings with the SEC. The statements in this press release are made as of the date of this press release, even if subsequently made available by Mid Penn on its website or otherwise. Mid Penn assumes no obligation for updating any such forward-looking statements at any time, except as required by law.

SUMMARY FINANCIAL HIGHLIGHTS (Unaudited):

(Dollars in thousands, except per share data)	Mar. 31, 2023				Dec. 31, 2022				Sep. 30, 2022				Jun. 30, 2022				Mar. 31, 2022
Ending Balances:
Investment securities	$	633,831			$	637,802			$	644,766			$	618,184			$	508,658
Loans, net of unearned interest		3,611,347				3,495,162				3,303,977				3,163,157				3,106,384
Total assets		4,583,465				4,497,954				4,333,903				4,310,163				4,667,174
Total deposits		3,878,081				3,778,331				3,729,596				3,702,587				3,989,037
Shareholders' equity		510,793				512,099				499,105				495,835				494,161
Average Balances:
Investment securities		636,151				640,792				626,447				580,406				462,648
Loans, net of unearned interest		3,555,375				3,395,308				3,237,587				3,129,334				3,103,469
Total assets		4,520,869				4,381,213				4,339,783				4,465,906				4,696,894
Total deposits		3,782,990				3,727,287				3,726,658				3,837,135				3,999,074
Shareholders' equity		510,857				505,769				502,082				495,681				494,019
	Three Months Ended
Income Statement:	Mar. 31, 2023				Dec. 31, 2022				Sep. 30, 2022				Jun. 30, 2022				Mar. 31, 2022
Net interest income	$	36,049			$	38,577			$	39,409			$	35,433			$	34,414
Provision for credit losses		490				525				1,550				1,725				500
Noninterest income		4,325				6,714				5,963				5,230				5,750
Noninterest expense		26,070				25,468				24,715				23,915				25,745
Income before provision for income taxes		13,814				19,298				19,107				15,023				13,919
Provision for income taxes		2,587				3,579				3,626				2,771				2,565
Net income available to shareholders		11,227				15,719				15,481				12,252				11,354
Net income excluding non-recurring expenses(1)		11,404				15,951				15,481				12,252				11,614
Per Share:
Basic earnings per common share	$	0.71			$	0.99			$	0.97			$	0.77			$	0.71
Diluted earnings per common share		0.70				0.99				0.97				0.77				0.71
Cash dividends declared		0.20				0.20				0.20				0.20				0.20
Book value per common share		32.15				32.24				31.42				31.23				30.96
Tangible book value per common share(1)		24.52				24.59				23.80				23.57				23.31
Asset Quality:
Net charge-offs (recoveries) to average loans (annualized)		0.013	%			0.006	%			(0.007	%)			(0.001	%)			(0.007	%)
Non-performing loans to total loans		0.38				0.25				0.23				0.25				0.25
Non-performing asset to total loans and other real estate		0.39				0.25				0.23				0.25				0.26
Non-performing asset to total assets		0.31				0.21				0.18				0.19				0.18
ACL on loans to total loans		0.87				0.54				0.56				0.53				0.49
ACL on loans to nonperforming loans		225.71				220.82				242.23				211.66				190.84
Profitability:
Return on average assets		1.01	%			1.42	%			1.42	%			1.10	%			0.98	%
Return on average equity		8.91				12.33				12.23				9.91				9.32
Return on average tangible common equity(1)		11.97				16.61				16.55				13.59				12.82
Net interest margin		3.49				3.80				3.92				3.45				3.21
Efficiency ratio(1)		63.16				54.59				53.46				57.57				62.12
Capital Ratios:
Tier 1 Capital (to Average Assets)(2)		9.2	%			10.7	%			9.6	%			9.0	%			8.4	%
Common Tier 1 Capital (to Risk Weighted Assets)(2)		10.8				12.5				11.4				11.5				11.7
Tier 1 Capital (to Risk Weighted Assets)(2)		10.8				12.5				11.7				11.8				12.0
Total Capital (to Risk Weighted Assets)(2)		13.1				14.5				13.8				14.1				14.4

(1)   Non-GAAP financial measure. Refer to the calculation on the section titled “Reconciliation of Non-GAAP Measures” at the end of this document.
(2)   Regulatory capital ratios as of March 31, 2023 are preliminary and prior periods are actual.

CONSOLIDATED BALANCE SHEETS (Unaudited):

(In thousands, except share data)	Mar. 31, 2023				Dec. 31, 2022				Sep. 30, 2022				Jun. 30, 2022				Mar. 31, 2022
ASSETS
Cash and due from banks	$	51,158			$	53,368			$	76,018			$	64,440			$	54,961
Interest-bearing balances with other financial institutions		4,996				4,405				4,520				4,909				3,187
Federal funds sold		6,017				3,108				14,140				167,437				700,283
Total cash and cash equivalents		62,171				60,881				94,678				236,786				758,431
Investment Securities:
Held to maturity, at amortized cost		396,784				399,494				402,142				399,032				363,145
Available for sale, at fair value		236,609				237,878				242,195				218,698				145,039
Equity securities available for sale, at fair value		438				430				428				454				474
Loans held for sale		2,677				2,475				5,997				9,574				7,474
Loans, net of unearned interest		3,611,347				3,514,119				3,322,457				3,180,033				3,121,531
Less: Allowance for credit losses		(31,265	)			(18,957	)			(18,480	)			(16,876	)			(15,147	)
Net loans		3,580,082				3,495,162				3,303,977				3,163,157				3,106,384
Premises and equipment, net		34,191				34,471				33,854				33,732				33,612
Operating lease right of use asset		8,414				8,798				8,352				8,326				8,751
Finance lease right of use asset		2,862				2,907				2,952				2,997				3,042
Cash surrender value of life insurance		50,928				50,674				50,419				50,169				49,907
Restricted investment in bank stocks		8,041				8,315				4,595				4,234				7,637
Accrued interest receivable		19,205				18,405				15,861				12,902				11,584
Deferred income taxes		15,548				13,674				16,093				13,780				11,974
Goodwill		114,231				114,231				113,871				113,835				113,835
Core deposit and other intangibles, net		6,916				7,260				7,215				7,729				8,250
Foreclosed assets held for sale		248				43				49				69				125
Other assets		44,120				42,856				31,225				34,689				37,510
Total Assets	$	4,583,465			$	4,497,954			$	4,333,903			$	4,310,163			$	4,667,174
LIABILITIES & SHAREHOLDERS’ EQUITY
Deposits:
Noninterest-bearing demand	$	797,038			$	793,939			$	863,037			$	850,180			$	866,965
Interest-bearing transaction accounts		2,197,216				2,325,847				2,414,272				2,377,260				2,568,918
Time		883,827				658,545				452,287				475,147				553,154
Total Deposits		3,878,081				3,778,331				3,729,596				3,702,587				3,989,037
Short-term borrowings		88,000				102,647				—				—				—
Long-term debt		4,316				4,409				4,501				4,592				74,681
Subordinated debt and trust preferred securities		56,794				56,941				66,357				73,995				74,134
Operating lease liability		9,270				9,725				10,261				10,324				10,923
Accrued interest payable		5,809				2,303				1,841				1,542				2,067
Other liabilities		30,402				31,499				22,242				21,288				22,171
Total Liabilities		4,072,672				3,985,855				3,834,798				3,814,328				4,173,013
Shareholders' Equity:
Common stock, par value $1.00 per share; 20.0 million shares authorized		16,098				16,094				16,091				16,081				16,059
Additional paid-in capital		387,332				386,987				386,452				386,128				385,765
Retained earnings		129,617				133,114				120,572				108,265				99,206
Accumulated other comprehensive loss		(17,374	)			(19,216	)			(19,130	)			(9,759	)			(4,946	)
Treasury stock		(4,880	)			(4,880	)			(4,880	)			(4,880	)			(1,923	)
Total Shareholders’ Equity		510,793				512,099				499,105				495,835				494,161
Total Liabilities and Shareholders' Equity	$	4,583,465			$	4,497,954			$	4,333,903			$	4,310,163			$	4,667,174

CONSOLIDATED STATEMENTS OF INCOME (Unaudited):

	Three Months Ended
(Dollars in thousands, except per share data)	Mar. 31, 2023			Dec. 31, 2022				Sep. 30, 2022				Jun. 30, 2022				Mar. 31, 2022
INTEREST INCOME
Loans, including fees	$	45,865		$	42,492			$	38,484			$	34,264			$	35,016
Investment securities:
Taxable		3,874			3,784				3,382				2,833				1,953
Tax-exempt		389			390				392				379				336
Other interest-bearing balances		53			36				12				8				13
Federal funds sold		45			40				736				736				314
Total Interest Income		50,226			46,742				43,006				38,220				37,632
INTEREST EXPENSE
Deposits		12,001			6,995				2,836				2,019				2,294
Short-term borrowings		1,490			441				—				—				—
Long-term and subordinated debt		686			729				761				768				924
Total Interest Expense		14,177			8,165				3,597				2,787				3,218
Net Interest Income		36,049			38,577				39,409				35,433				34,414
PROVISION FOR CREDIT LOSSES		490			525				1,550				1,725				500
Net Interest Income After Provision for Credit Losses		35,559			38,052				37,859				33,708				33,914
NONINTEREST INCOME
Fiduciary and wealth management		1,236			1,085				1,729				1,205				1,052
ATM debit card interchange		1,056			1,099				1,078				1,128				1,057
Service charges on deposits		435			461				483				450				684
Mortgage banking		384			237				536				305				529
Mortgage hedging		20			150				217				538				566
Net gain (loss) on sales of SBA loans		—			—				152				119				(9	)
Earnings from cash surrender value of life insurance		254			255				250				262				246
Net gain on sales of investment securities		—			—				—				—				—
Other		940			3,427				1,518				1,223				1,625
Total Noninterest Income		4,325			6,714				5,963				5,230				5,750
NONINTEREST EXPENSE
Salaries and employee benefits		13,844			13,434				13,583				12,340				13,244
Software licensing and utilization		1,946			1,793				1,804				1,821				2,106
Occupancy, net		1,886			1,812				1,634				1,655				1,799
Equipment		1,251			1,249				1,121				1,112				1,011
Shares tax		899			160				920				480				920
Legal and professional fees		800			900				528				694				639
ATM/card processing		493			534				518				571				517
Intangible amortization		344			496				514				521				481
FDIC Assessment		340			243				254				506				591
(Gain) loss on sale or write-down of foreclosed assets, net		—			(45	)			(57	)			(15	)			(16	)
Merger and acquisition		224			294				—				—				—
Post-acquisition restructuring		—			—				—				—				329
Other		4,043			4,598				3,896				4,230				4,124
Total Noninterest Expense		26,070			25,468				24,715				23,915				25,745
INCOME BEFORE PROVISION FOR INCOME TAXES		13,814			19,298				19,107				15,023				13,919
Provision for income taxes		2,587			3,579				3,626				2,771				2,565
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS	$	11,227		$	15,719			$	15,481			$	12,252			$	11,354
PER COMMON SHARE DATA:
Basic Earnings Per Common Share	$	0.71		$	0.99			$	0.97			$	0.77			$	0.71
Diluted Earnings Per Common Share	$	0.70		$	0.99			$	0.97			$	0.77			$	0.71
Cash Dividends Declared	$	0.20		$	0.20			$	0.20			$	0.20			$	0.20

CONSOLIDATED – AVERAGE BALANCE SHEET AND NET INTEREST INCOME ANALYSIS (Unaudited):

	Average Balances, Income and Interest Rates on a Taxable Equivalent Basis
	For the Three Months Ended
	March 31, 2023										December 31, 2022										March 31, 2022
(Dollars in thousands)	Average Balance			Interest(1)				Yield/ Rate			Average Balance			Interest(1)				Yield/ Rate			Average Balance			Interest(1)				Yield/ Rate
ASSETS:
Interest Bearing Balances	$	5,761		$	53			3.73	%		$	4,671		$	36			3.06	%		$	91,543		$	13			0.06	%
Investment Securities:
Taxable		556,901			3,764			2.74				561,119			3,733			2.64				389,034			1,822			1.90
Tax-Exempt		79,250			493			2.52				79,673			494			2.46				73,614			425			2.34
Total Securities		636,151			4,257			2.71				640,792			4,227			2.62				462,648			2,247			1.97
Federal Funds Sold		3,775			45			4.83				4,749			40			3.34				706,411			314			0.18
Loans, Net of Unearned Interest		3,555,375			45,961			5.24				3,395,308			42,585			4.98				3,103,469			35,123			4.59
Restricted Investment in Bank Stocks		9,542			110			4.68				6,694			51			3.02				8,347			131			6.36
Total Earning Assets		4,210,604			50,426			4.86				4,052,214			46,939			4.60				4,372,418			37,828			3.51
Cash and Due from Banks		51,444										67,284										57,397
Other Assets		258,821										261,715										267,079
Total Assets	$	4,520,869									$	4,381,213									$	4,696,894
LIABILITIES & SHAREHOLDERS' EQUITY:
Interest-bearing Demand	$	968,951		$	2,691			1.13	%		$	1,057,649		$	2,051			0.77	%		$	1,045,678		$	461			0.18	%
Money Market		940,286			4,084			1.76				965,866			2,996			1.23				1,125,094			600			0.22
Savings		330,773			54			0.07				335,928			49			0.06				376,006			58			0.06
Time		749,598			5,172			2.80				527,708			1,899			1.43				592,833			1,175			0.80
Total Interest-bearing Deposits		2,989,608			12,001			1.63				2,887,151			6,995			0.96				3,139,611			2,294			0.30
Short term borrowings		121,898			1,490			4.96				47,262			441			3.70				—			—			—
Long-term debt		4,350			44			4.10				4,441			46			4.11				76,157			284			1.51
Subordinated debt and trust preferred securities		56,875			642			4.58				64,673			683			4.19				74,189			640			3.50
Total Interest-bearing Liabilities		3,172,731			14,177			1.81				3,003,527			8,165			1.08				3,289,957			3,218			0.40
Noninterest-bearing Demand		793,382										840,136										859,463
Other Liabilities		43,899										31,781										53,455
Shareholders' Equity		510,857										505,769										494,019
Total Liabilities & Shareholders' Equity	$	4,520,869									$	4,381,213									$	4,696,894
Net Interest Income (taxable equivalent basis)				$	36,249									$	38,774									$	34,610
Taxable Equivalent Adjustment					(200	)									(197	)									(196	)
Net Interest Income				$	36,049									$	38,577									$	34,414
Total Yield on Earning Assets								4.86	%									4.60	%									3.51	%
Rate on Supporting Liabilities								1.81										1.08										0.40
Average Interest Spread								3.04										3.52										3.11
Net Interest Margin								3.49										3.80										3.21

(1)   Presented on a fully taxable-equivalent basis using a 21% federal tax rate and statutory interest expense disallowance.

ALLOWANCE FOR CREDIT LOSSES AND ASSET QUALITY (Unaudited):

(Dollars in thousands)	Mar. 31, 2023				Dec. 31, 2022				Sep. 30, 2022				Jun. 30, 2022				Mar. 31, 2022
Allowance for Credit Losses on Loans:
Beginning balance	$	18,957			$	18,480			$	16,876			$	15,147			$	14,597
Impact of adopting CECL		11,931				—				—				—				—
Loans Charged off
Commercial real estate		(16	)			(7	)			—				—				—
Commercial and industrial		(111	)			—				(1	)			—				—
Construction		—				—				—				—				—
Residential mortgage		(4	)			(23	)			(3	)			—				—
Consumer		(19	)			(20	)			(11	)			(9	)			(57	)
Total loans charged off		(150	)			(50	)			(15	)			(9	)			(57	)
Recoveries of loans previously charged off
Commercial real estate		—				—				63				—				65
Commercial and industrial		—				—				—				—				13
Construction		—				—				—				—				24
Residential mortgage		30				—				—				3				1
Consumer		7				2				6				10				4
Total recoveries		37				2				69				13				107
Balance before provision		30,775				18,432				16,930				15,151				14,647
Provision for credit losses		490				525				1,550				1,725				500
Balance, end of quarter	$	31,265			$	18,957			$	18,480			$	16,876			$	15,147
Nonperforming Assets
Total nonperforming loans		13,852				8,585				7,629				7,973				7,937
Foreclosed real estate		248				43				49				69				125
Total nonperforming assets		14,100				8,628				7,678				8,042				8,062
Accruing loans 90 days or more past due		7				654				633				—				133
Total risk elements	$	14,107			$	9,282			$	8,311			$	8,042			$	8,195

PPP Summary

(Dollars in thousands)	Mar. 31, 2023			Dec. 31, 2022			Sep. 30, 2022			Jun. 30, 2022			Mar. 31, 2022
PPP loans, net of deferred fees	$	1,752		$	2,600		$	2,800		$	4,966		$	34,124
PPP Fees recognized	$	5		$	29		$	99		$	652		$	2,989

RECONCILIATION OF NON-GAAP MEASURES (Unaudited)

Explanatory note: This press release contains financial information determined by methods other than in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"). Mid Penn’s management uses these non-GAAP financial measures in their analysis of Mid Penn’s performance. For tangible book value, the most directly comparable financial measure calculated in accordance with GAAP is 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 tangible book value. 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-PPP core banking loans are meaningful to investors as they are indicative of portfolio loans and related growth from traditional bank activities and excludes short-term or nonrecurring loans from special programs like the PPP. Core earnings per common share excludes from income available to common shareholders certain expenses related to significant non-core activities, including merger-related expenses, net of income taxes. For return on average tangible common equity, the most directly comparable financial measure calculated in accordance with GAAP is return on average equity. The efficiency ratio is often used by management to measure its noninterest expense as a percentage of its revenue. This non-GAAP disclosure has limitations as an analytical tool, should not be viewed 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, nor is it necessarily 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 Mid Penn’s ongoing operating results. 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. The reconciliation of the non-GAAP to comparable GAAP financial measures can be found in the tables below.

Tangible Book Value Per Share

(Dollars in thousands, except per share data)	Mar. 31, 2023			Dec. 31, 2022			Sep. 30, 2022			Jun. 30, 2022			Mar. 31, 2022
Shareholders' Equity	$	510,793		$	512,099		$	499,105		$	495,835		$	494,161
Less: Goodwill		114,231			114,231			113,871			113,835			113,835
Less: Core Deposit and Other Intangibles		6,916			7,260			7,215			7,729			8,250
Tangible Equity	$	389,646		$	390,608		$	378,019		$	374,271		$	372,076
Common Shares Outstanding		15,890,011			15,886,143			15,882,853			15,878,193			15,960,916
Tangible Book Value per Share	$	24.52		$	24.59		$	23.80		$	23.57		$	23.31

Non-PPP Core Banking Loans

(Dollars in thousands)	Mar. 31, 2023			Dec. 31, 2022			Sep. 30, 2022			Jun. 30, 2022			Mar. 31, 2022
Loans, net of unearned interest	$	3,611,347		$	3,514,119		$	3,322,457		$	3,180,033		$	3,121,531
Less: PPP loans, net of deferred fees		1,752			2,600			2,800			4,966			34,124
Non-PPP core banking loans	$	3,609,595		$	3,511,519		$	3,319,657		$	3,175,067		$	3,087,407

Core Earnings Per Common Share Excluding Non-Recurring Expenses

	Three Months Ended
(Dollars in thousands, except per share data)	Mar. 31, 2023			Dec. 31, 2022			Sep. 30, 2022			Jun. 30, 2022			Mar. 31, 2022
Net Income Available to Common Shareholders	$	11,227		$	15,719		$	15,481		$	12,252		$	11,354
Plus: Merger and Acquisition Expenses		224			294			—			—			329
Less: Tax Effect of Merger and Acquisition Expenses		47			62			—			—			69
Net Income Excluding Non-Recurring Expenses	$	11,404		$	15,951		$	15,481		$	12,252		$	11,614
Weighted Average Shares Outstanding		15,886,186			15,883,003			15,877,592			15,934,083			15,957,864
Core Earnings Per Common Share Excluding Non-Recurring Expenses	$	0.72		$	0.99		$	0.97		$	0.77		$	0.73

Return on Average Tangible Common Equity

	Three Months Ended
(Dollars in thousands)	Mar. 31, 2023				Dec. 31, 2022				Sep. 30, 2022				Jun. 30, 2022				Mar. 31, 2022
Net income available to common shareholders	$	11,227			$	15,719			$	15,481			$	12,252			$	11,354
Plus: Intangible amortization, net of tax		272				392				406				412				380
	$	11,499			$	16,111			$	15,887			$	12,664			$	11,734
Average shareholders' equity	$	510,857			$	505,769			$	502,082			$	495,681			$	494,019
Less: Average goodwill		114,231				113,879				113,835				113,835				113,835
Less: Average core deposit and other intangibles		7,129				6,966				7,465				7,983				8,950
Average tangible shareholders' equity	$	389,497			$	384,924			$	380,782			$	373,863			$	371,234
Return on average tangible common equity		11.97	%			16.61	%			16.55	%			13.59	%			12.82	%

Efficiency Ratio

	Three Months Ended
(Dollars in thousands)	Mar. 31, 2023				Dec. 31, 2022				Sep. 30, 2022				Jun. 30, 2022				Mar. 31, 2022
Noninterest expense	$	26,070			$	25,468			$	24,715			$	23,915			$	25,745
Less: Merger and acquisition expenses		224				294				—				—				329
Less: Intangible amortization		344				496				514				521				481
Less: (Gain) loss on sale or write-down of foreclosed assets, net		—				(45	)			(57	)			(15	)			(16	)
Efficiency ratio numerator	$	25,502			$	24,723			$	24,258			$	23,409			$	24,951
Net interest income		36,049				38,577				39,409				35,433				34,414
Noninterest income		4,325				6,714				5,963				5,230				5,750
Efficiency ratio denominator	$	40,374			$	45,291			$	45,372			$	40,663			$	40,164
Efficiency ratio		63.16	%			54.59	%			53.46	%			57.57	%			62.12	%