8-K

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):  January 22, 2014

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)

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))

MID PENN BANCORP, INC.

CURRENT REPORT ON FORM 8-K

ITEM 2.02    RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On January 22, 2014, Mid Penn Bancorp, Inc. (“Corporation”) issued a press release discussing its financial results for the fourth quarter and for the year ended 2013.  Attached hereto as Exhibit 99.1 is a copy of the Corporation’s press release dated January 22, 2014.

In accordance with General Instruction B.2 of Form 8-K, the information included in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such a filing.

ITEM 8.01    OTHER EVENTS.

On January 22, 2014, the Registrant declared a quarterly cash dividend of $0.05 per common share payable February 24, 2014 to shareholders of record February 5, 2014.

ITEM 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release dated January 22, 2014

SIGNATURES

Pursuant to the requirements of Section 12 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)
Date:  January 22, 2014	By:	/s/ Rory G. Ritrievi
		Rory G. Ritrievi
		President andChief Executive Officer

EX-99.1

Exhibit 99.1

PRESS RELEASE

Mid Penn Bancorp, Inc.

349 Union Street

Millersburg, PA  17061

1-866-642-7736

CONTACTS

Rory G. Ritrievi President Chief Executive Officer Kevin W. Laudenslager Chief Financial Officer

MID PENN BANCORP, INC. REPORTS FOURTH QUARTER EARNINGS AND DECLARES DIVIDEND

January 22, 2014 – Millersburg, PA – Mid Penn Bancorp, Inc. (“Mid Penn”) (NASDAQ:  MPB), the parent company of Mid Penn Bank, today reported net income available to common shareholders for the fourth quarter of $1,313,000, or $0.37 per common share, an increase of 23.6% over net income available to common shareholders of $1,062,000, or $0.30 per common share, reported during the same period in 2012.  Mid Penn’s net income available to common shareholders for the year ended December 31, 2013 was$4,616,000, or $1.32 per common share, an increase of 4.0% over the $4,437,000 in net income available to common shareholders, or $1.27 per common share, reported for the year ended December 31, 2012.  Mid Penn also reported a $61,434,000, or 12.8%,increase in net loans, $11,110,000, or 2.4%, increase in total non-time deposits, and $7,925,000, or 1.1%, increase in total assets over the same period in 2012.

2013 Financial Highlights
(dollars in thousands, except per share data)
					Change
	12/31/13		12/31/12		$		%
Total Assets	$	713,125	$	705,200	$	7,925	1.1%
Total Loans (net)		540,145		478,711		61,434	12.8%
Total Non-Time Deposits		472,918		461,808		11,110	2.4%
	Quarter Ended							Year-to-Date Ended
					Change							Change
	12/31/13		12/31/12		$		%	12/31/13		12/31/12		$		%
Net Interest Income	$	6,179	$	5,771	$	408	7.1%	$	23,926	$	23,241	$	685	2.9%
Provision for Loan and Lease Losses		200		361		(161)	-44.6%		1,685		1,036		649	62.6%
Total Noninterest Income		794		957		(163)	-17.0%		3,290		3,683		(393)	-10.7%
Total Noninterest Expense		4,996		4,926		70	1.4%		19,391		19,693		(302)	-1.5%
Net Income Available to Common Shareholders		1,313		1,062		251	23.6%		4,616		4,437		179	4.0%
Diluted Earnings per Common Share		0.37		0.30		0.07	23.3%		1.32		1.27		0.05	3.9%
Return on Average Equity		10.45%		8.28%		N/A	26.2%		9.37%		8.78%		N/A	6.7%

President’s Statement

I am pleased to announce our fourth quarter 2013 financial results and our final results for the full year.  As can be seen above, net income available to common shareholders improved almost 24% for the quarter, versus the comparable quarter last year, and 4% for the year.  That success was driven by healthy loan growth, improvement in net interest margin, control of expenses and improvement in asset quality - all important metrics for Mid Penn.

Weighing against those positives was an erosion in noninterest income, led by a decline in mortgage banking income.  The last few years in the residential mortgage market were strong as low rates generated healthy refinance activity.  With rates increasing modestly over the last two years, refinance activity has slowed dramatically.  While we remain committed to the residential mortgage market, we do so recognizing that the overall market will likely remain challenged for months to come.  We also remain committed to developing the remainder of our noninterest income sources, such as fiduciary activity, interchange activity, merchant activity, and the development of our insurance business.

We are encouraged by 2013 as another step forward in the turnaround of Mid Penn.  We enter 2014 cautiously optimistic that it too will bring another year of improvement with our continued focus on quality asset growth, low cost source of funds, control of operating expenses and increased noninterest income.

On behalf of the Board of Directors, I announce today that Mid Penn Bancorp, Inc. is declaring a cash dividend of $0.05 per share on our common stock, our thirteenth consecutive quarter of paying a cash dividend.  The dividend is payable February 24, 2014 to shareholders of record February 5, 2014.

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.

SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

Certain of the matters discussed in this press release may constitute forward-looking statements for purposes of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and as such may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Mid Penn to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.  The words “expect”, “anticipate”, “intend”, “plan”, “believe”, “estimate”, and similar expressions are intended to identify such forward-looking statements.

Mid Penn’s actual results may differ materially from the results anticipated in these forward-looking statements due to a variety of factors, including, without limitation:

• The effects of future economic conditions on Mid Penn and its customers;

• Governmental monetary and fiscal policies, as well as legislative and regulatory changes;

• Future actions or inactions of the United States government, including a failure to increase the government debt limit or a prolonged shutdown of the federal government;

• Possible impacts of the capital and liquidity requirements proposed by the Basel III standards and other regulatory pronouncements, regulations and rules;

• The effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Financial Accounting Standards Board and other accounting standard setters;

• The risks of changes in interest rates on the level and composition of deposits, loan demand, and the values of loan collateral, securities and interest rate protection agreements, as well as interest rate risks;

• The effects of economic deterioration and the prolonged economic malaise on current customers, specifically the effect of the economy on loan customers’ ability to repay loans;

• The effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds and other financial institutions operating in Mid Penn’s market area and elsewhere, including institutions operating locally, regionally, nationally and internationally, together with such competitors offering banking products and services by mail, telephone, computer and the internet;

• The costs and effects of litigation and of unexpected or adverse outcomes in such litigation;

• Technological changes;

• Acquisitions and integration of acquired businesses;

• The failure of assumptions underlying the establishment of reserves for loan and lease losses and estimations of values of collateral and various financial assets and liabilities;

• Acts of war or terrorism;

• Our ability to maintain compliance with the exchange rules of the NASDAQ Stock Market, Inc.;

• Our ability to maintain the value and image of our brand and protect our intellectual property rights;

• Disruptions due to flooding, severe weather, or other natural disasters or Acts of God;

• Volatilities in the securities markets; and

• Slow economic conditions.

All written or oral forward-looking statements attributable to Mid Penn are expressly qualified in their entirety by these cautionary statements.