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Common Stock
12 Months Ended
Dec. 31, 2021
Common Stock Number Of Shares Par Value And Other Disclosures [Abstract]  
Common Stock

(21)

Common Stock

Treasury Stock Repurchase Program

Mid Penn adopted a treasury stock repurchase program initially effective March 19, 2020, and the buyback remains available as it was extended through March 19, 2022 by Mid Penn’s Board of Directors on April 28, 2021. The treasury stock repurchase program authorized the repurchase of up to $15,000,000 of Mid Penn’s outstanding common stock, which represents approximately 2.9% of the issued shares based on Mid Penn’s closing stock price and shares issued as of December 31, 2021.  Under the treasury stock purchase program, Mid Penn may conduct repurchases of its common stock through open market transactions (which may be by means of a trading plan adopted under SEC Rule 10b5-1) or in privately negotiated transactions.  Repurchases under the program are made at the discretion of management and are subject to market conditions and other factors.  There is no guarantee as to the exact number of shares that Mid Penn may repurchase.

The repurchase plan may be modified, suspended or terminated at any time, in Mid Penn’s discretion, based upon a number of factors, including liquidity, market conditions, the availability of alternative investment opportunities and other factors Mid Penn deems appropriate.  The repurchase program does not obligate Mid Penn to repurchase any shares.  

As of December 31, 2021, Mid Penn had repurchased 98,452 shares of common stock at an average price of $19.53 per share under the treasury stock repurchase program.  As of December 31, 2020, Mid Penn had repurchased 92,652 shares of common stock at an average price of $19.37 per share under the treasury stock repurchase program.

Shares Converted Pursuant to Riverview Merger

As announced on a Form 8-K on December 1, 2021, pursuant to the terms of the Merger Agreement, each share of Riverview common stock issued and outstanding as of November 30, 2021 was converted into the right to receive 0.4833 shares of Mid Penn common stock. Cash was paid to Riverview shareholders in lieu of any fractional shares. As a result of the Merger, Mid Penn issued 4,519,776 shares of Mid Penn common stock.

Underwritten Public Follow-On Common Stock Offering

As previously announced on a Form 8-K on May 4, 2021, Mid Penn completed an underwritten public offering of 2,990,000 shares of common stock at a price of $25.00 per share, with the aggregate gross proceeds of the offering totaling $74,750,000 before underwriting discounts and offering expenses. The net proceeds of the offering, after deducting $4,512,000 of combined underwriting discounts and other offering expenses, were $70,238,000. The additional shares issued on May 4, 2021 significantly impacted the weighted average number of shares outstanding used for 2021 earnings per share calculations.

Dividend Reinvestment Plan

Under Mid Penn’s amended and restated dividend reinvestment plan (“DRIP”), 330,750 shares of Mid Penn’s authorized but unissued common stock are reserved for issuance.  The DRIP also allows for voluntary cash payments, within specified limits, to be used for the purchase of additional shares.

Restricted Stock Plan

Under Mid Penn’s 2014 Restricted Stock Plan, which was amended in 2020, Mid Penn may grant awards not exceeding, in the aggregate, 200,000 shares of common stock.  The Plan was established for employees and directors of Mid Penn and the Bank, selected by the Compensation Committee of the Board of Directors, to align the interest of plan participants with those of Mid Penn’s shareholders.  The plan provides those persons who have a responsibility for its growth with additional incentives by allowing them to acquire an ownership interest in Mid Penn and thereby encouraging them to contribute to the success of the company.  

As of December 31, 2021, 118,069 shares have been granted under the Plan, of which 4,873 shares were forfeited and available for reissuance.  During 2021, Mid Penn granted 32,155 restricted shares, 20,639 of which were granted to employees, while 11,516 were granted to directors.  As of December 31, 2020, 85,914 shares have been granted under the Plan, of which 2,446 shares were forfeited and available for reissuance.  During 2020, Mid Penn granted 28,259 restricted shares, 19,759 of which were granted to employees, while 8,500 were granted to directors. During 2021, 2,427 shares were forfeited to Mid Penn due to the termination of employment of two plan participants. During 2020, 100 shares were forfeited to Mid Penn due to the termination of employment of one plan participant. No restricted shares were forfeited in 2019.  

Share-based compensation expense relating to restricted stock is calculated using grant date fair value and is recognized on a straight-line basis over the vesting periods of the awards.  Generally, restricted shares granted to employees vest in equal amounts on the anniversary of the grant date over a four-year vesting period, and the expense is a component of salaries and benefits expense on the Consolidated Statements of Income.  Restricted shares granted to directors have a twelve-month vesting period, and the expense is a component of directors’ fees and benefits within the other expense line item on the Consolidated Statements of Income.  

The following table presents compensation expense and related tax benefits for restricted stock awards recognized on the consolidated statements of income.

 

(Dollars in thousands)

 

2021

 

 

2020

 

 

2019

 

Compensation expense

 

$

696

 

 

$

414

 

 

$

346

 

Tax benefit

 

 

(146

)

 

 

(87

)

 

 

(73

)

Net income effect

 

$

550

 

 

$

327

 

 

$

273

 

 

At December 31, 2021 there was $1,238,000 of unrecognized compensation cost related to all non-vested share-based compensation awards.  This cost is expected to be recognized through June 2025 with a weighted average recognition period of 2.2 years. At December 31, 2020 there was $726,000 of unrecognized compensation cost related to all non-vested share-based compensation awards.  This cost is expected to be recognized through July 2024 with a weighted average recognition period of 2.6 years.  Mid Penn recognizes the impact of forfeitures as of the forfeiture date.

The following table presents information regarding the non-vested restricted stock for the years ended December 31, 2021 and 2020.

 

 

 

Shares

 

 

Weighted-Average Grant Date Fair Value

 

Non-vested at January 1, 2021

 

 

41,427

 

 

$

22.08

 

Vested

 

 

(23,833

)

 

 

21.68

 

Forfeited

 

 

(2,427

)

 

 

25.32

 

Granted

 

 

32,155

 

 

 

28.46

 

Non-vested at December 31, 2021

 

 

47,322

 

 

 

26.45

 

 

 

 

Shares

 

 

Weighted-Average Grant Date Fair Value

 

Non-vested at January 1, 2020

 

 

28,039

 

 

$

27.05

 

Vested

 

 

(14,771

)

 

 

25.89

 

Forfeited

 

 

(100

)

 

 

26.06

 

Granted

 

 

28,259

 

 

 

19.28

 

Non-vested at December 31, 2020

 

 

41,427

 

 

 

22.08