-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F1/hsPvUTCcIa38B2sGc/ko2Rj0E6CHtDTyC7cuiwKhnD42g12DykzSliPrM8ZK/ Pk3/EsDhkGiLs1csFkkcCA== 0001135428-04-000325.txt : 20040804 0001135428-04-000325.hdr.sgml : 20040804 20040804103248 ACCESSION NUMBER: 0001135428-04-000325 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040630 FILED AS OF DATE: 20040804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MID PENN BANCORP INC CENTRAL INDEX KEY: 0000879635 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 251666413 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-13677 FILM NUMBER: 04950264 BUSINESS ADDRESS: STREET 1: 349 UNION ST CITY: MILLERSBURG STATE: PA ZIP: 17061 BUSINESS PHONE: 7176922133 MAIL ADDRESS: STREET 1: 349 UNION STREET STREET 2: 349 UNION STREET CITY: MILLERSBURG STATE: PA ZIP: 17061 10-Q 1 midpenn_10q.txt 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 June 30, 2004 Commission file number 0-20141 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 the number of shares outstanding of each of the classes of common stock, as of the latest practical date. 3,188,711 shares of Common Stock, $1.00 par value per share, MPBre outstanding as of June 30, 2004. MID PENN BANCORP, INC. CONSOLIDATED BALANCE SHEET (Unaudited; Dollars in thousands)
June 30, Dec. 31, 2004 2003 -------- -------- ASSETS: Cash and due from banks $7,509 $7,456 Interest-bearing balances 69,950 69,918 Available-for-sale securities 44,268 54,093 Federal funds sold 0 0 Loans 265,119 232,078 Less, Allowance for loan losses 3,378 2,992 ------- ------- Net loans 261,741 229,086 ------- ------- Bank premises and equip't, net 4,991 3,920 Foreclosed assets held for sale 290 1,117 Accrued interest receivable 1,699 1,763 Cash surrender value of life insurance 5,631 4,953 Deferred income taxes 868 303 Other assets 1,587 857 ------- ------- Total Assets 398,534 373,466 ======= ======= LIABILITIES & STOCKHOLDERS' EQUITY: Deposits: Demand 35,549 30,762 NOW 35,469 36,917 Money Market 46,250 45,457 Savings 30,112 27,754 Time 155,857 147,448 ------- ------- Total deposits 303,237 288,338 ------- ------- Short-term borrowings 12,341 9,688 Accrued interest payable 1,500 1,045 Other liabilities 1,996 1,350 Long-term debt 45,596 35,684 ------- ------- Total Liabilities 364,670 336,105 ------- ------- STOCKHOLDERS' EQUITY: Common stock, par value $1 per share; authorized 10,000,000 shares; issued 3,207,912 shares at both June 30, 2004 and December 31, 2003, resp. 3,208 3,208 Additional paid-in capital 23,472 23,472 Retained earnings 7,401 9,805 Accumulated other comprehensive inc(loss) 318 1,415 Treasury Stock at cost (19,201 and 19,408 shs., resp.) -535 -539 ------- ------- Total Stockholders' Equity 33,864 37,361 ------- ------- Total Liabilities & Equity 398,534 373,466 ======= ======= The accompanying notes are an integral part of these consolidated financial statements.
MID PENN BANCORP, INC. CONSOLIDATED STATEMENT OF INCOME (Unaudited; dollars in thousands)
Three Months Six Months Ended June 30, Ended June 30, 2004 2003 2004 2003 INTEREST INCOME: ----- ----- ----- ----- Interest & fees on loans $3,968 $3,924 $7,707 $7,824 Int.-bearing balances 456 557 904 1,152 Treas. & Agency securities 152 132 304 283 Municipal securities 342 455 729 932 Other securities 11 21 21 37 Fed funds sold and repos 0 0 0 0 ----- ----- ----- ----- Total Int. Income 4,929 5,089 9,665 10,228 ----- ----- ----- ----- INTEREST EXPENSE: Deposits 1,365 1,524 2,753 3,233 Short-term borrowings 44 46 75 111 Long-term borrowings 476 538 984 1,045 ----- ----- ----- ----- Total Int. Expense 1,885 2,108 3,812 4,389 ----- ----- ----- ----- Net Int. Income 3,044 2,981 5,853 5,839 PROVISION FOR LOAN LOSSES 425 25 425 215 ----- ----- ----- ----- Net Int. Inc. after Prov. 2,619 2,956 5,428 5,624 ----- ----- ----- ----- NON-INTEREST INCOME: Trust dept 62 50 116 98 Service chgs. on deposits 351 317 695 604 Investment securities Gains(losses), net 234 170 436 170 Income on life insurance 60 40 117 100 Other 215 163 442 365 ----- ----- ----- ----- Total Non-Interest Income 922 740 1,806 1,337 ----- ----- ----- ----- NON-INTEREST EXPENSE: Salaries and benefits 1,175 1,176 2,404 2,238 Occupancy, net 102 102 235 235 Equipment 164 157 338 288 PA Bank Shares tax 63 65 125 132 ATM/Debit card expenses 42 44 123 99 Consultant fees 57 53 107 94 Director fees and benefits 96 76 143 130 Advertising Expense 69 30 109 54 Computer software licensing 48 41 89 68 Stationery and supplies 52 55 95 100 Other 383 226 761 534 ----- ----- ----- ----- Tot. Non-int. Exp. 2,251 2,025 4,529 3,972 ----- ----- ----- ----- Income before income taxes 1,290 1,671 2,705 2,989 INCOME TAX EXPENSE 317 404 646 670 ----- ----- ----- ----- NET INCOME $973 $1,267 $2,059 $2,319 ===== ===== ===== ===== NET INCOME PER SHARE $0.30 $0.40 $0.65 $0.73 ===== ===== ===== ===== DIVIDENDS PER SHARE $0.20 $0.20 $1.40 $0.40 ===== ===== ===== ===== Weighted Average No. of Shares Outstanding 3,190,295 3,188,572 3,188,925 3,188,645 The accompanying notes are an integral part of these consolidated financial statements.
MID PENN BANCORP, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited; Dollars in thousands)
For the Six Months Ended June 30, 2004 2003 -------- -------- Operating Activities: Net Income $2,059 $2,319 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 425 215 Depreciation 238 202 Incr. in cash-surr. value of life insurance -678 -100 Investment securities gains, net -436 -170 Loss (gain) on sale/disposal of bank premises and equipment 0 0 Loss (gain) on the sale of foreclosed assets 8 -20 Deferred income taxes -565 279 Change in accrued interest receivable 64 130 Change in other assets 399 80 Change in accrued interest payable 455 285 Change in other liabilities 646 152 ------- ------- Net cash provided by operating activities 2,615 3,372 ------- ------- Investing Activities: Net (incr)decr in int-bearing balances -32 -2,243 Incr. in federal funds sold 0 0 Proceeds from sale of securities 13,741 2,802 Proceeds from the maturity of secs. 4,246 6,224 Purchases of investment securities -9,381 -4,581 Net increase in loans -30,597 -1,592 Purchases of bank premises & equip't -1,309 -883 Proceeds from sale of foreclosed assets 819 268 Capitalized additions - ORE 0 0 Purchase/assumption -- Vartan Nat'l accounts 4,139 0 ------- ------- Net cash provided by(used in) investing activities -18,374 -5 ------- ------- Financing Activities: Net incr. in demand and savings 2,193 6,726 Net (decr)incr. in time deposits 5,513 -5,938 Net decrease in federal funds sold 0 0 Net decrease in short-term borrowings 2,653 -9,105 Long-term debt repayments -5,088 -98 Increase in long-term borrowings 15,000 5,000 Cash dividend paid -4,463 -1,218 Purchase of treasury stock 4 -20 ------- ------- Net cash provided by(used in) financing activities 15,812 -4,653 ------- ------- Net incr(decr) in cash & due from banks 53 -1,286 Cash & due from banks, beg of period 7,456 8,095 ------- ------- Cash & due from banks, end of period 7,509 6,809 ======= ======= Supplemental Disclosures of Cash Flow Information: Interest paid 3,357 4,104 Income taxes paid 240 530 Supplemental Noncash Disclosures: Loan charge-offs 58 262 Transfers to other real estate 0 145 Business Combination: Loans purchased 2,483 0 DDA and savings accounts assumed -4,297 0 Time deposits assumed -2,896 0 Vault cash purchased 21 0 Core deposit intangible 291 0 Goodwill 259 0 ------- ------- -4,139 0 ======= =======
Mid Penn Bancorp, Inc. (MPB) Notes to Consolidated Financial Statements 1. The consolidated interim financial statements have been prepared by MPB, with the exception of the consolidated balance sheet dated December 31, 2003, without audit, according to the rules and regulations of the Securities and Exchange Commission with respect to Form 10- Q. The financial information reflects all adjustments (consisting only of normal recurring adjustments) which are, in our opinion, necessary for a fair statement of results for the periods covered. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted according to these rules and regulations. Management believes, however, that the disclosures are adequate so that the information is not misleading. You should read these interim financial statements along with the financial statements including the notes included in MPB's most recent Form 10-K. 2. Interim statements are subject to possible adjustments in connection with the annual audit of MPB's accounts for the full fiscal year. In our opinion, all necessary adjustments have been included so that the interim financial statements are not misleading. 3. The results of operations for the interim periods presented are not necessarily an indicator of the results expected for the full year. 4. Management considers the allowance for loan losses to be adequate at this time. 5. Short-term borrowings as of June 30, 2004, and December 31, 2003, consisted of: (Dollars in thousands) 6/30/04 12/31/03 ------- -------- Federal funds purchased $ 9,000 $ 6,000 Repurchase agreements 2,915 3,246 Treasury, tax and loan note 426 254 Due to broker 0 188 ------- -------- $12,341 $ 9,688 ======= ======= Federal funds purchased represent overnight funds. Securities sold under repurchase agreements generally mature between one day and one year. Treasury, tax and loan notes are open-ended interest bearing notes payable to the U.S. Treasury upon call. All tax deposits accepted by MPB are placed in the Treasury note option account. The due to broker balance represents previous day balances transferred from deposit accounts under a sweep account agreement. 6. MPB has an unfunded noncontributory defined benefit retirement plan for directors. The plan provides defined benefits based on years of service. MPB also has other 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. The components of net periodic benefit costs from these benefit plans are as follows:
Six months ended June 30: (Dollars in thousands) Pension Benefits Other Benefits 2004 2003 2004 2003 Service cost $11,054 $10,020 $18,902 $14,994 Interest cost $19,396 $18,598 $15,864 $14,822 Expected return on plan assets $ - $ - $ - $ - Amortization of transition obligation $ - $ - $ 7,364 $ 7,364 Amortization of prior service cost $13,032 $13,032 $ - $ - Amortization of net (gain) loss $ - $ - $ - $(1,412) -------- ------- ------- -------- Net periodic benefit cost $43,482 $41,650 $42,130 $35,768 -------- ------- ------- --------
7. Earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during each of the periods presented, giving retroactive effect to stock dividends. MPB's basic and diluted earnings per share are the same since there are no dilutive shares of securities outstanding. 8. The purpose of reporting comprehensive income (loss) is to report a measure of all changes in MPB's equity resulting from economic events other than transactions with stockholders in their capacity as stockholders. For MPB, "comprehensive income(loss)" includes traditional income statement amounts as well as unrealized gains and losses on certain investments in debt 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.
(In thousands) Three Months Six Months Ended June 30: Ended June 30: 2004 2003 2004 2003 -------- -------- -------- -------- Net Income $973 $1,267 $2,059 $2,319 -------- -------- -------- -------- Other comprehensive income(loss): Unrealized holding gains (losses) on securities arising during the period -1,908 974 -1,219 1,162 Less: reclassification adjs for losses(gains) included in net income -234 -170 -436 -170 -------- -------- -------- -------- Other comprehensive income(loss) before income tax (provision) benefit -2,142 771 -1,655 992 Income tax (provision) benefit related to other comp.income (loss) 728 -262 558 -337 -------- -------- -------- -------- Other comprehensive inc(loss) -1,414 509 -1,097 655 -------- -------- -------- -------- Comprehensive Income (Loss) -441 1,776 962 2,974 ======= ======= ======= ======
9. On June 14, 2004, MPB consummated the purchase of assets and assumption of liabilities of the Dauphin Office of Vartan National Bank. MPB approved this deal in order to increase market share in the Central Pennsylvania Area. The loans purchased amounted to $2,483,000, while DDA and Savings totaled $4,297,000. Time deposits amounted to $2,896,000. A premium paid of $550,000 coupled with a $21,000 payment for vault cash at the office make the net receipt of cash $4,139,000 from Vartan National for the transaction. 10. MPB has made a commitment to provide a certain death benefit to one of its executive officers, the present value of which cannot be presently determined. This commitment is likely to have a significant cost to the corporation, affecting the results of operations in the quarter in which the cost is determined. Mid Penn Bancorp, Inc. Millersburg, Pennsylvania Management's Discussion of Consolidated Financial Condition as of June 30, 2004, compared to year-end 2003 and the Results of Operations for the second quarter and the first six months of 2004 compared to the same periods in 2003. CONSOLIDATED FINANCIAL CONDITION Total assets as of June 30, 2004, were $398,534,000, compared to $373,466,000 as of December 31, 2003. Asset growth has been challenged this year by both the general economic downturn and the competitive environment with more banks chasing a smaller amount of commercial borrowing activity. It is currently our stance to only pursue growth that makes sense from the standpoint of both profitability and interest-rate risk. During the first half of 2004, net loans outstanding increased by $32,905,000 from year end. This 14% increase was due to several factors. These factors include a purchase of the accounts of the Vartan National Bank Dauphin Office, which included approximately $2.5 million in loans, the addition of two seasoned lenders to our lending team as well as improvements in loan demand and the economic environment in general. The June consummation of the purchase/assumption of the Vartan accounts has resulted in the recognition of certain intangible assets. These intangible assets include a core deposit intangible of $291,000 amortizable over 8 years, and goodwill of $358,000. The goodwill is not amortized as an expense, rather it will be tested annually for any impairment. Total deposits increased by $14,899,000 during the first six months of 2004. More than $6.5 million of this increase came from the deposits acquired from the accounts of the Dauphin Office of Vartan National Bank. Loan growth was funded by a decrease in the investment portfolio, increased deposits and borrowings. Short-term borrowings increased by $2.6 million from year end and long-term borrowings increased by approximately $10 million. Long-term borrowings locked in the low interest rates as the FRB has begun to raise interest rates. During the second quarter, MPB entered into a $5 million five-year borrowing at a rate of 4.22%. All components of long-term debt are advances from the FHLB. As of June 30, 2004, the Bank's capital ratios exceed minimum guidelines and MPB's capital ratios are in excess of the Bank's capital ratios. RESULTS OF OPERATIONS Net income for the first six months of 2004 was $2,059,000, compared with $2,319,000 earned in the same period of 2003. Net income per share for the same period of 2004 and 2003 was $.65 and $.73, respectively. Net income as a percentage of average stockholders' equity, also known as return on equity, (ROE), was 11.8% on an annualized basis for the first half of 2004 and 13.0% for the same period of 2003. Net income for the second quarter of 2004 was $973,000, compared with $1,267,000 earned in the same quarter of 2003. Net income per share for the second quarters of 2004 and 2003 was $.30 and $.40, respectively. The decrease in net income was largely due to flat net interest income in the persistent low rate environment coupled with higher expenses, including expenses involved with the Vartan National Bank Dauphin Office purchase/assumption as well as the larger second quarter provision for loan losses. Net interest income of $3,044,000 for the quarter ended June 30, 2004, remained fairly flat compared to the $2,981,000 earned in the same quarter of 2003, increasing a mere 2.1% despite significant asset growth. Short-term interest rates remained near forty-year lows, which contributed to the continued compression of margin. During the second quarter of 2004, 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 June 30, 2004, these scenarios were within the guidelines of +/- 20% in net interest income; however, actual results could vary significantly from the calculations prepared by management. MPB made provisions for loan losses of $425,000 and $25,000 during the second quarters of 2004 and 2003, respectively. The majority of the increase was due to the reclassification of a large commercial real estate loan coupled with the addition of the Vartan loans and the other new loan activity generated in the second quarter. On a quarterly basis, senior management reviews potentially unsound loans taking into consideration judgments regarding risk of error, economic conditions, trends and other factors in determining a reasonable provision for the period. Non-interest income amounted to $922,000 for the second quarter of 2004 compared to $740,000 earned during the same quarter of 2003. The sale of municipal bonds resulted in a gain of $234,000. The bonds were sold in order to realize some of the existing appreciation in these fixed-income securities and to reduce average maturities in the securities portfolio in light of expected future rate increases. Service charges on deposits grew by more than 10% during the second quarter of 2004 compared to the same period of 2003 as MPB continues to focus on fee and service charge income. One significant contributor to non-interest income is insufficient fund (NSF) fee income. NSF fee income contributed approximately $590,000 of income during the first half of 2004. Non-interest expense increased by 11.2% during the second quarter of 2004 compared to the same quarter of 2003. A significant increase was $39,000 in additional marketing expense used largely to purchase media ads in the Capital Region. Combination expenses of more than $12,000 were also realized in the purchase of the accounts from Vartan National Bank. A portion of MPB's portfolio of interest-bearing balances (insured jumbo certificates of deposit of other banks with original maturities of one to five years) is being monitored as interest rates rise. The certificates being monitored are those with an original maturity of five years, representing approximately 16% of the portfolio. The remaining 84% of the portfolio is made up of certificates with original maturities of two years or less, the majority of which mature within one year. If interest rates reach a point where it would maximize net income over the life of the five-year certificates to redeem them early, paying the early withdrawal penalties, and reinvesting at higher rates, Management may exercise this option to increase future earnings. If they were redeemed early, the aggregate current period expense associated with the penalties would approximate $200,000. LIQUIDITY MPB's objective is to maintain adequate liquidity while minimizing interest rate risk. Adequate liquidity provides resources for credit needs of borrowers, for depositor withdrawals, and for funding Corporate operations. Sources of liquidity include interest bearing balances, investment securities, overnight borrowings of federal funds (and Flex Line), payments received on loans, and increases in deposit liabilities. Funds generated from operations were a significant source of funds for the first half of 2004. Also major sources of funds came from the net increase in deposits of $14.9 million, the net cash decrease in investment securities of $9.8 million, reflecting the sale of over $13 million in municipal securities to realize a gain on market value, and fifteen million in long-term borrowings. In addition, an increase in short-term borrowings of $2.6 million was used to meet the funding needs of the increased loan demand of the quarter. A major use of funds during the period was the net increase in loans of approximately $33 million. CREDIT RISK AND ALLOWANCE FOR LOAN LOSSES Total non-performing assets decreased significantly to $1,752,000 representing 0.44% of total assets at June 30, 2004, from $2,767,000 or 0.74% of total assets at December 31, 2003. Most non-performing assets are supported by collateral value that appears to be adequate at June 30, 2004. The allowance for loan losses at June 30, 2004, was $3,378,000 or 1.27% of loans, net of unearned interest, as compared to $2,992,000 or 1.29% of loans, net of unearned interest, at December 31, 2003. Based upon the ongoing analysis of MPB's loan portfolio by the loan review department, the latest quarterly analysis of potentially unsound loans and non-performing assets, Management considers the Allowance for Loan Losses to be adequate to absorb any reasonable, foreseeable loan losses.
June 30, Dec. 31, 2004 2003 -------- -------- Non-Performing Assets: Non-accrual loans 898 984 Past due 90 days or more 564 666 Restructured loans 0 0 -------- -------- Total non-performing loans 1,462 1,650 Other real estate 290 1,117 -------- -------- Total 1,752 2,767 ======== ======== Percentage of total loans outstanding 0.66% 1.18% Percentage of total assets 0.44% 0.74% Analysis of the Allowance for Loan Losses: Balance beginning of period 2,992 3,051 Loans charged off: Commercial real estate, construction and land development 0 171 Commercial, industrial and agricultural 5 140 Real estate - residential mortgage 0 0 Consumer 53 98 -------- -------- Total loans charged off 58 409 -------- -------- Recoveries of loans previously charged off: Commercial real estate, construction and land development 0 0 Commercial, industrial and agricultural 0 14 Real estate - residential mortgage 0 0 Consumer 19 46 -------- -------- Total recoveries 19 60 -------- -------- Net (charge-offs) recoveries -39 -349 -------- -------- Current period provision for loan losses 425 290 -------- -------- Balance end of period 3,378 2,992 ========= ========
Mid Penn Bancorp, Inc. PART II - OTHER INFORMATION: Item 1. Legal Proceedings - Nothing to report Item 2. Changes in Securities - Nothing to report Item 3. Defaults Upon Senior Securities - Nothing to report Item 4. Submission of Matters to a Vote of Security Holders: At the Annual Meeting of Shareholders held on April 27, 2004, a vote was held for the election of Class C directors: A. James Durica, Theodore W. Mowery, William G. Nelson, Donald E. Sauve to serve for a three-year term, and to ratify the selection of Parente Randolph as external auditors for MPB for the year ending December 31, 2004. A. James Durica received 2,903,696 votes for and 10,511 votes withheld. Theodore Mowery received 2,902,604 votes for and 11,603 votes withheld. William Nelson received 2,912,525 votes for and 1,683 votes withheld. Donald Sauve received 2,880,220 votes for and 33,987 withheld. The selection of external auditors received 2,906,007 votes for, 6,557 votes against, and 1,643 votes abstaining. Item 5. Other Information - Nothing to report Item 6. Exhibits and Reports on Form 8-K a. Exhibits - None. b. Reports on Form 8-K - None. 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: August 5, 2004 Date: August 5, 2004 EX-31.1 2 ex-311.txt CERTIFICATION I, Alan W. Dakey, President and CEO, certify, that: 1. I have reviewed this quarterly report on Form 10-Q of Mid Penn Bancorp. 2. Based on my knowledge, the quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report. 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report. 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15e) for the registrant and we have: (a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and (c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): (a) all significant deficiencies in the design or operation of the internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. Date: August 5, 2004 By:/s/ Alan W. Dakey -------------------- Alan W. Dakey Pres. And CEO EX-31.2 3 ex-312.txt CERTIFICATION I, Kevin W. Laudenslager, Treasurer, certify, that: 1. I have reviewed this quarterly report on Form 10-Q of Mid Penn Bancorp. 2. Based on my knowledge, the quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report. 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report. 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15e) for the registrant and we have: (a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and (c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): (a) all significant deficiencies in the design or operation of the internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. Date: August 5, 2004 By: /s/Kevin W. Laudenslager ---------------------------- Kevin W. Laudenslager Treasurer EX-32.1 4 ex-321.txt Section 906 - Certification. CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of Mid Penn Bancorp (the "Company for the period ended June 30, 2004, as filed with the Securities and Exchange Commission (the "Report"), I, Alan W. Dakey, Pres. and CEO, of the Company, certify, pursuant to 18 U.S.C. ss.1350, as added by ss. 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report. Date: August 5, 2004 By: /s/Alan W. Dakey -------------------- Alan W. Dakey Pres. And CEO EX-32.2 5 ex-322.txt CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of Mid Penn Bancorp (the "Company for the period ended June 30, 2004, as filed with the Securities and Exchange Commission (the "Report"), I, Kevin W. Laudenslager, Treasurer, of the Company, certify, pursuant to 18 U.S.C. ss.1350, as added by ss. 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report. Date: August 5, 2004 By: /s/Kevin W. Laudenslager ---------------------------- Kevin W. Laudenslager Treasurer -----END PRIVACY-ENHANCED MESSAGE-----