-----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, REKttlqRbLUqx2zbNHsLO/DJdx8KdMjnIZUcgfNqisQPjizQgpXTB4SU54XCkFjo FDHd72xSrW6OHkUuYiXAAA== 0001135428-05-000258.txt : 20050510 0001135428-05-000258.hdr.sgml : 20050510 20050510100435 ACCESSION NUMBER: 0001135428-05-000258 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050331 FILED AS OF DATE: 20050510 DATE AS OF CHANGE: 20050510 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: 05814216 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 March 31, 2005 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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act) [X] Yes [ ] No Indicate the number of shares outstanding of each of the classes of common stock, as of the latest practical date. 3,182,703 shares of Common Stock, $1.00 par value per share, were outstanding as of March 31, 2005. MID PENN BANCORP, INC. CONSOLIDATED BALANCE SHEETS (Unaudited; Dollars in thousands) Mar. 31 Dec. 31 2005 2004 -------- -------- ASSETS: Cash and due from banks $ 5,677 $ 6,679 Interest-bearing balances 59,915 60,407 Available-for-sale securities 42,768 44,613 Federal funds sold 0 0 Loans 281,367 279,547 Less, Allowance for loan losses 3,687 3,643 -------- -------- Net loans 277,680 275,904 -------- -------- Bank premises and equip't, net 5,117 4,874 Foreclosed assets held for sale 505 505 Accrued interest receivable 1,890 1,875 Cash surrender value of life insurance 6,233 6,180 Deferred income taxes 1,128 982 Other assets 1,631 1,237 -------- -------- Total Assets 402,544 403,256 ======== ======== LIABILITIES & STOCKHOLDERS' EQUITY: Deposits: Demand 39,011 37,586 NOW 33,493 35,562 Money Market 39,998 43,116 Savings 29,058 28,414 Time 157,158 156,466 -------- -------- Total deposits 298,718 301,144 -------- -------- Short-term borrowings 5,486 13,801 Accrued interest payable 1,400 1,192 Other liabilities 1,804 1,890 Long-term debt 59,928 49,957 -------- -------- Total Liabilities 367,336 367,984 -------- -------- STOCKHOLDERS' EQUITY: Common stock, par value $1 per share; authorized 10,000,000 shares; issued 3,207,912 shares at March 31, 2005 and December 31, 2004 3,208 3,208 Additional paid-in capital 23,472 23,472 Retained earnings 8,814 8,435 Accumulated other comprehensive inc(loss) 408 693 Treasury Stock at cost (25,209 and 19,086 shs., resp.) -694 -536 -------- -------- Total Stockholders' Equity 35,208 35,272 -------- -------- Total Liabilities & Equity 402,544 403,256 ======== ======== The accompanying notes are an integral part of these consolidated financial statements. MID PENN BANCORP, INC. CONSOLIDATED STATEMENT OF INCOME (Unaudited; Dollars in thousands) For the quarter ended March 31, 2005 2004 ---------- ---------- INTEREST INCOME: Interest & fees on loans $ 4,424 $ 3,739 Int.-bearing balances 464 448 Treas. & Agency securities 172 152 Municipal securities 264 388 Other securities 20 9 Fed funds sold and repos 4 0 ---------- ---------- Total Int. Income 5,348 4,736 ---------- ---------- INTEREST EXPENSE: Deposits 1,385 1,387 Short-term borrowings 44 31 Long-term borrowings 674 509 ---------- ---------- Total Int. Expense 2,103 1,927 ---------- ---------- Net Int. Income 3,245 2,809 PROVISION FOR LOAN LOSSES 60 0 ---------- ---------- Net Int. Inc. after Prov 3,185 2,809 ---------- ---------- NON-INTEREST INCOME: Trust dept 61 54 Service chgs. on deposits 322 344 Investment securities Gains(losses), net 0 202 Income on life insurance 53 57 Mortgage banking income 28 32 Other 268 194 ---------- ---------- Total Non-Interest Income 732 883 ---------- ---------- NON-INTEREST EXPENSE: Salaries and benefits 1,481 1,229 Occupancy, net 146 134 Equipment 168 174 PA Bank Shares tax 67 63 ATM/Debit card expenses 12 81 Consultant fees 71 50 Director fees and benefits 50 47 Computer software licenses and maintenance 55 41 Stationery and supplies 50 43 Other 440 415 ---------- ---------- Tot. Non-int. Exp 2,540 2,277 ---------- ---------- Income before income taxes 1,377 1,415 INCOME TAX EXPENSE 360 329 ---------- ---------- NET INCOME $ 1,017 $ 1,086 ========== ========== NET INCOME PER SHARE $ 0.32 $ 0.34 ========== ========== DIVIDENDS PER SHARE $ 0.20 $ 1.20 ========== ========== Weighted Average No. of Shares Outstanding 3,188,122 3,187,555 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 Quarter Ended March 31, 2005 2004 ------- ------- Operating Activities: Net Income $ 1,017 $ 1,086 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 60 0 Depreciation 123 118 Incr. in cash-surr. value of life insurance -53 -618 Investment securities gains, net 0 -202 Amortization 9 0 Loss (gain) on sale/disposal of bank premises and equipment 0 0 Loss (gain) on the sale of foreclosed assets 0 8 Deferred income taxes -146 162 Change in accrued interest receivable -15 17 Change in other assets -255 -380 Change in accrued interest payable 208 285 Change in other liabilities -86 550 ------- ------- Net cash provided by operating activities 862 1,026 ------- ------- Investing Activities: Net (incr)decr in int-bearing balances 492 -259 Proceeds from sale of securities 0 6,482 Proceeds from the maturity of secs 1,573 2,839 Purchases of investment securities -161 -4,931 Net increase in loans -1,836 -7,692 Purchases of bank premises & equip't -366 -1,248 Proceeds from sale of foreclosed assets 0 819 ------- ------- Net cash provided by(used in) investing activities -298 -3,990 ------- ------- Financing Activities: Net decr. in demand and savings -3,118 -603 Net incr. in time deposits 692 2,210 Net decrease in federal funds sold 0 0 Net decr.(incr.) in short-term borrowings -8,315 4,516 Long-term debt repayments -29 -52 Long-term borrowings 10,000 0 Cash dividend paid -638 -3,827 Reissue (purchase) of treasury stock -158 4 ------- ------- Net cash provided by(used in) financing activities -1,566 2,248 ------- ------- Net incr(decr) in cash & due from banks -1,002 -716 Cash & due from banks, beg of period 6,679 7,456 ------- ------- Cash & due from banks, end of period 5,677 6,740 ======= ======= Supplemental Disclosures of Cash Flow Information: Interest paid 1,895 1,642 Income taxes paid 0 0 Supplemental Noncash Disclosures: Loan charge-offs 29 44 Mid Penn Bancorp, Inc. Notes to Consolidated Financial Statements 1. The consolidated interim financial statements have been prepared by the Corporation, with the exception of the consolidated balance sheet dated December 31, 2004, 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. We believe, however, that the disclosures are adequate so that the information is not misleading. You should read these interim financial statements along with the financial statements including the notes included in the Corporation's most recent Form 10-K. 2. Interim statements are subject to possible adjustments in connection with the annual audit of the Corporation's accounts for the full fiscal year. In our opinion, all necessary adjustments have been included so that the interim financial statements are not misleading. 3. The results of operations for the interim periods presented are not necessarily an indicator of the results expected for the full year. 4. Management considers the allowance for loan losses to be adequate at this time. 5. Short-term borrowings as of March 31, 2005, and December 31, 2004, consisted of: (Dollars in thousands) 3/31/05 12/31/04 ------- -------- Federal funds purchased $1,400 $10,400 Repurchase agreements 3,582 2,928 Treasury, tax and loan note 504 473 Due to broker 0 0 ------ ------- $5,486 $13,801 ====== ======= Federal funds purchased represent overnight funds. Securities sold under repurchase agreements generally mature between one day and one year. Treasury, tax and loan notes are open-ended interest bearing notes payable to the U.S. Treasury upon call. All tax deposits accepted by the Bank are placed in the Treasury note option account. The due to broker balance represents previous day balances transferred from deposit accounts under a sweep account agreement. 6. During the first quarter, MPB entered into a three-year long-term borrowing with the FHLB at a fixed rate of 3.80%. 7. MPB has an unfunded noncontributory defined benefit pension 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: Three months ended March 31: (Dollars in thousands) Pension Benefits Other Benefits 2005 2004 2005 2004 ---- ---- ---- ---- Service cost $ 7 $ 6 $11 $ 9 Interest cost 10 10 9 8 Expected return on plan assets 0 0 0 0 Amortization of transition obligation 0 0 4 4 Amortization of prior service cost 7 6 0 0 Amortization of net (gain) loss 0 0 0 0 --- --- --- --- Net periodic benefit cost $24 $22 $24 $21 --- --- --- --- 8. Earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during each of the periods presented, giving retroactive effect to stock dividends. The Corporation's basic and diluted earnings per share are the same since there are no dilutive shares of securities outstanding. 9. The purpose of reporting comprehensive income (loss) is to report a measure of all changes in the Corporation's equity resulting from economic events other than transactions with stockholders in their capacity as stockholders. For the Corporation, "comprehensive income(loss)" includes traditional income statement amounts as well as unrealized gains and losses on certain investments in debt and equity securities (i.e. available for sale securities). Because unrealized gains and losses are part of comprehensive income (loss), comprehensive income (loss) may vary substantially between reporting periods due to fluctuations in the market prices of securities held. (In thousands) Three Months Ended March 31: 2005 2004 ------ ------ Net Income $1,017 $1,086 ------ ------ Other comprehensive income(loss): Unrealized holding gains (losses) on securities arising during the period -432 689 Less: reclassification adjs for losses(gains) included in net income 0 -202 ------ ------ Other comprehensive income(loss) before income tax (provision) benefit -432 487 Income tax (provision) benefit related to other comp.income (loss) 147 -170 ------ ------ Other comprehensive inc(loss) -285 317 ------ ------ Comprehensive Income 732 1,403 ====== ====== Mid Penn Bancorp, Inc. Millersburg, Pennsylvania Management's Discussion of Consolidated Financial Condition as of March 31, 2005, compared to year-end 2004 and the Results of Operations for the first quarter of 2005 compared to the same period in 2004. CONSOLIDATED FINANCIAL CONDITION Total assets as of March 31, 2005, were $402,544,000 compared to $403,256,000 as of December 31, 2004. During the first quarter of 2005, net loans outstanding increased by $1,776,000, or 0.6%. Interest-bearing balances, insured certificates of deposits in other financial institutions and investment securities, decreased by $2,337,000 as we continue to reinvest a portion of these maturing funds into higher yielding loans. Total deposits decreased by $2,426,000 during the first three months of 2005. The main reason for the decrease was the sale of the accounts of our Tremont Office during the first quarter to Minersville Safe Deposit Bank. The deposit balances sold amounted to approximately $2.5 million. The Bank decided to close the leased office as the lease was ending and balances at the offices were not large enough to maintain profitability. The accounts were purchased by Minersville Safe Deposit Bank, which operates a full-service office within a mile of our Tremont Office. Short-term borrowings decreased by approximately $8,315,000 from year-end, as we entered into a $10 million, three-year, long-term borrowing during the quarter with the FHLB at a fixed rate of 3.80%. We felt it prudent to lock in the borrowing in anticipating of continued rising interest rates. All components of long-term debt are advances from the FHLB. Long-term debt advances were initiated in order to secure an adequate spread on certain pools of loans and investments of the Bank. As of March 31, 2005, the Bank's capital ratios are well in excess of the minimum and well-capitalized guidelines, and the Corporation's capital ratios are in excess of the Bank's capital ratios. While we maintain a significant portion of our original market(the rural areas of Dauphin County north of Harrisburg), we are experiencing most of our growth and opportunity in the Harrisburg (Capital) metropolitan region. Thus, we feel that additional offices in the Capital region will afford us greater exposure and opportunities to reach new customers in this market. Accordingly during the second quarter, the Bank will be opening two new full-service branch offices in Harrisburg. These new office locations include 5500 Allentown Boulevard and a location on Market Square in Harrisburg. In addition to our brick-and-mortar offices, Mid Penn Bank offers complete online banking services through our website at www.midpennbank.com. RESULTS OF OPERATIONS Net income for the first quarter of 2005 was $1,017,000, compared with $1,086,000 earned in the same quarter of 2004. Net income per share for the first quarters of 2005 and 2004 was $.32 and $.34, respectively. Net income as a percentage of stockholders' equity, also known as return on equity, (ROE), was 11.5% on an annualized basis for the first quarter of 2005 as compared to 12.5% for the same period in 2004. Net interest income increased due to both higher interest rates as well as a larger base of earning assets as compared to the first quarter of 2004. Net interest income of $3,245,000 for the quarter ended March 31, 2005, increased by 15.5% compared to the $2,809,000 earned in the same quarter of 2004. We continue to closely monitor net interest income, positioning the balance sheet so as to benefit in a rising rate environment. According to the recent statement by the Federal Reserve, it would appear that interest rates will continue to rise. According to its internal formula, the Bank made a $60,000 provision for possible loan losses during the first quarter of 2005, compared to no provision made during the first quarter of 2004. 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. Due to an improved economic environment and across-the-board improvements in all areas of nonperforming assets, management recommended following the results of the analysis and made an appropriate provision during this quarter. Non-interest income amounted to $732,000 for the first quarter of 2005 compared to $883,000 earned during the same quarter of 2004. Gains on the sale of securities amounted to $202,000 during the first quarter of 2004. No securities were sold during the current quarter. A significant contribution to non-interest income continues to be insufficient fund (NSF) fee income. NSF fee income contributed in excess of $270,000 during the first quarter of 2005. In addition, a one-time premium of approximately $50,000 was realized during the quarter for the sale of the accounts of our Tremont Office. Non-interest expense amounted to $2,540,000 for the first quarter of 2005 compared to $2,277,000 incurred during the same quarter of 2004. The largest increase in non- interest expense during the first quarter of 2005 as compared to the same period in 2004, was the $252,000 increase in salary and benefits expense, which is largely attributable to the addition of five full-time equivalent personnel in preparation of the opening of our new Harrisburg Offices and a new equipment leasing division within our loan department. The new personnel will all be helping to expand the bank's penetration in the Capital Region. LIQUIDITY The Bank'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 maturing investment securities, overnight borrowings of federal funds (and Flex Line), payments received on loans, and increases in deposit liabilities. Funds generated from operations contributed our major source of funds during the quarter. Another significant source of funds came from the net maturities of investment securities, which generated over $1.4 million in funds. These funds were reinvested in higher-yielding loans during the quarter. Another source of funds during the quarter resulted from a $10 million long-term borrowing entered into with the FHLB, the majority of which was used to pay off existing short-term borrowings. A major use of funds during the period was the net increase in loans of $1.8 million, particularly in the area of commercial loans secured by real estate. Another major use of cash during the first quarter was the payment of approximately $2.5 million for the sale of the accounts of our Tremont Office. As mentioned above, short-term borrowings decreased by approximately $8.3 million as the bank entered into a three-year borrowing. CREDIT RISK AND ALLOWANCE FOR LOAN LOSSES Total non-performing assets increased to $2,743,000, representing 0.68% of total assets at March 31, 2005, from $1,775,000, or 0.44% of total assets at December 31, 2004. Most non-performing assets are supported by collateral value that appears to be adequate at March 31, 2005. The allowance for loan losses at March 31, 2005, was $3,687,000 or 1.31% of loans, net of unearned interest, as compared to $3,643,000 or 1.30% of loans, net of unearned interest, at December 31, 2004. Based upon the ongoing analysis of the Bank's loan portfolio by the loan review department, the latest quarterly analysis of potentially unsound loans and non-performing assets, we consider the Allowance for Loan Losses to be adequate to absorb any reasonable, foreseeable loan losses. Mar. 31, Dec. 31, 2005 2004 ----- ----- Non-Performing Assets: Non-accrual loans 1,455 873 Past due 90 days or more 783 397 Restructured loans 0 0 ----- ----- Total non-performing loans 2,238 1,270 Other real estate 505 505 ----- ----- Total 2,743 1,775 ===== ===== Percentage of total loans outstanding 0.97% 0.63% Percentage of total assets 0.68% 0.44% Analysis of the Allowance for Loan Losses: Balance beginning of period 3,643 2,992 Loans charged off: Commercial real estate, construction and land development 0 25 Commercial, industrial and agricultural 17 10 Real estate - residential mortgage 0 0 Consumer 12 86 ----- ----- Total loans charged off 29 121 ----- ----- Recoveries of loans previously charged off: Commercial real estate, construction and land development 0 0 Commercial, industrial and agricultural 6 9 Real estate - residential mortgage 0 0 Consumer 7 38 ----- ----- Total recoveries 13 47 ----- ----- Net (charge-offs) recoveries -16 -74 ----- ----- Current period provision for loan losses 60 725 ----- ----- Balance end of period 3,687 3,643 ===== ===== Item 3: Controls and Procedures: Evaluation of Disclosure Controls and Procedures As of the end of the period covered by this report, Mid Penn Bancorp carried out an evaluation, under the supervision and with the participation of the Mid Penn Bancorp's management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the corporation's disclosure controls and procedures pursuant to the Securities Exchange Act of 1934 ("Exchange Act") Rule 13a-15e. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, Mid Penn Bancorp's disclosure controls and procedures are effective in timely alerting them to material information relating to Mid Penn Bancorp (including its consolidated subsidiaries) required to be included in our periodic SEC filings. Changes in Internal Controls Over Financial Reporting There were no significant changes in Mid Penn Bancorp's internal controls or, to its knowledge, in other factors that could significantly affect internal controls during the fiscal quarter ended March 31, 2005 except for the following: o All period-end adjusting and consolidating entries are reviewed by a second finance employee and initialed by both CFO and the reviewing employee beginning with the first quarter of 2005. o The CFO and a second finance employee are responsible for financial statement preparation so that the financial statements and disclosures prepared for inclusion in an SEC filing is approved by both a preparer and a reviewer. o Each quarter-end financial statement is reviewed by members of our Disclosure Committee: the CFO, the CEO, the Accounting Assistant and the Audit Committee (including the BOD Financial Expert). o The IT area of the bank is in the process of addressing the control areas seen as deficiencies, with several of the issues being addressed in the first and second quarters. This remediation includes third-party testing by a data communications firm. None of the deficiencies noted at year-end constituted a material weakness in and of themselves, but taken in aggregate, they were taken as a material weakness at year-end. Mid Penn Bancorp, Inc. PART II - OTHER INFORMATION: Item 1. Legal Proceedings - Management is not aware of any litigation that would have a material adverse effect on the consolidated financial position of Mid Penn Bancorp. There are no proceedings pending other than ordinary routine litigation incident to the business of Mid Penn Bancorp and of Mid Penn Bank. In addition, management does not know of any material proceedings contemplated by governmental authorities against Mid Penn Bancorp or Mid Penn Bank or any of its properties. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds - Nothing to report Item 3. Defaults Upon Senior Securities - Nothing to report Item 4. Submission of Matters to a Vote of Security Holders -Nothing to report Item 5. Other Information - None Item 6. Exhibits - 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 Pres. & CEO Treasurer Date: May 4, 2005 Date: May 4, 2005 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-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) 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 (d) 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; and 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 information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. 6. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect the internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: May 4, 2005 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-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) 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 (d) 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; and 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 information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. 6. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect the internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: May 4, 2005 By: /S/KEVIN W. LAUDENSLAGER -------------------------- Kevin W. Laudenslager Treasurer EX-32.1 4 ex-321.txt SECTION 906 - CERTIFICATION. ---------------------------- EXHIBIT 99.1 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 March 31, 2005, 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: May 4, 2005 By: /s/Alan W. Dakey Alan W. Dakey Pres. And CEO EX-32.2 5 ex-322.txt SECTION 906 - CERTIFICATION. ---------------------------- EXHIBIT 99.2 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 March 31, 2005, 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: May 4, 2005 By: /s/Kevin W. Laudenslager Kevin W. Laudenslager Treasurer -----END PRIVACY-ENHANCED MESSAGE-----