miff20250205_8k.htm
false 0000779227 0000779227 2025-02-05 2025-02-05
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
 
February 5, 2025
Date of Report (Date of earliest event reported)
 
Mifflinburg Bancorp, Inc.
(Exact name of registrant as specified in its charter)
 
Pennsylvania
333-284191
23-2362874
(State or other jurisdiction of
incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
 
250 East Chestnut Street
Mifflinburg, PA 17844
(Address of principal executive offices)
 
570-966-1041
(Registrant’s telephone number, including area code)
 
N/A
(Former name or former address, if changed since last report.)
 
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:
 
 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))
 
Securities registered pursuant to Section 12(b) of the Exchange Act:
 
Title of each class Trading Symbol(s) Name of each exchange on which registered
None None None
    
Indicated by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)
 
If an emerging growth company, indicate by check mark if registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
 
 

 
ITEM 8.01 OTHER EVENTS
 
Jeffrey J. Kapsar, President and Chief Executive Officer, announced unaudited consolidated financial results for Mifflinburg Bancorp, Inc. for the three months and annual periods ending December 31, 2024. On February 5, 2025, Mifflinburg Bancorp, Inc. issued a press release titled “Mifflinburg Bancorp, Inc. Reports Fourth Quarter 2024 Earnings” attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. 
 
 
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
 
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) Exhibits.
 
Exhibit Number
Description
   
99.1 Press Release issued by Mifflinburg Bancorp, Inc. on February 5, 2025 titled “Mifflinburg Bancorp, Inc. Reports Fourth Quarter 2024 Earnings”
   
104 Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)
 
 
SIGNATURE
 
 
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, hereunto duly authorized.
 
Date:      February 5, 2025
Mifflinburg Bancorp, Inc.
By:
/s/ Thomas C. Graver Jr.
Name:
Thomas C. Graver Jr., CPA
Title:
Executive Vice President & Chief Financial Officer
                                     
 
 

Exhibit 99.1

 

 

Press Release For Immediate Release

Wednesday, February 5, 2025

Mifflinburg Bancorp, Inc., Reports Fourth Quarter 2024 Earnings

 

Mifflinburg, PA – Mifflinburg Bancorp, Inc. (“Corporation”) (OTC Pink: MIFF), parent company of Mifflinburg Bank and Trust Company (”Bank”), has released its unaudited consolidated financial statements for the three months and annual periods ended December 31, 2024.

 

Financial Results

 

Net income, as reported under U.S. Generally Accepted Accounting Principles (“GAAP”), for the quarter-ended December 31, 2024 was $421,000 compared to $590,000 for the same period in 2023, a 28.6% decrease. Net income, as reported under GAAP, for the year-ended December 31, 2024 was $4,481,000 compared to $4,153,000 for the same period in 2023, a 7.9% increase.  Earnings per share for the quarters-ended December 31, 2024 and 2023 were $0.23 and $0.32, respectively. Earnings per share for the years-ended December 31, 2024 and 2023 were $2.41 and $2.24, respectively. Return on average assets and return on average equity were 0.78% and 8.10% for the year ended December 31, 2024 compared to 0.76% and 7.95% for the corresponding period of 2023.

 

Net interest income for the quarter-ended December 31, 2024 was $4.5 million compared to $3.7 million for the same period in 2023, a 20.7% increase. Net interest income for the year-ended December 31, 2024 was $16.7 million compared to $14.5 million for the same period in 2023, a 15.3% increase. The significant increase in net interest income is primarily driven by loan growth of 12.5% year-to-date and by market interest rates starting to decline thus slowing the increase in cost of funds. Yield on earning assets increased 67 basis points, to 4.85% for the year-end December 31, 2024 compared to the year-ended December 31, 2023, while the cost of funds increased 47 basis points, to 2.29% for the same time period in 2023. The net interest margin, on a fully tax equivalent basis, increased from 2.75% for the year-ended December 31, 2023 to 3.05% for the year ended December 31, 2024.

 

The Bank recorded a provision for credit losses of $512,000 for the quarter-ended December 31, 2024 and $680,000 for the year-ended December 31, 2024, primarily the result of loan growth of 12.5%.

 

Non-interest income for the quarter-ended December 31, 2024 was $574,000 compared to $61,000 for the same period in 2023, an 841% increase. Non-interest income for the year-ended December 31, 2024 was $2.0 million compared to $1.4 million for the same period in 2023, a 37.3% increase. The increase in non-interest income quarter-to-date and year-to-date is primarily the result of $399,000 of securities losses that was taken in the fourth quarter of 2023.

 

Non-interest expense for the quarter-ended December 31, 2024 was $4.0 million compared to $3.1 million for the same period in 2023, a 27.6% increase. Non-interest expense for the year-ended December 31, 2024 was $12.6 million compared to $11.3 million for the same period in 2023, a 11.2% increase. The increase in non-interest expense quarter-to-date and year-to-date is primarily the result of one-time pre-tax merger and audit related expenses totaling $807,000 that was taken in the fourth quarter of 2024.

 

An income tax provision of $144,000 was recorded for the quarter ended December 31, 2024, compared to an income tax provision of $70,000 for the quarter ended December 31, 2023, a 105.7% increase. An income tax provision of $894,000 was recorded for the year-ended December 31, 2024, compared to an income tax provision of $660,000 for the year-ended December 31, 2023, a 35.5% increase. The increase in the tax provision is primarily the result of non-deductible merger expenses and by tax-exempt interest income representing a smaller percentage of total interest income.

 

Financial Condition

 

Total assets increased to $596.7 million as of December 31, 2024 from $560.6 million as of December 31, 2023, an increase of 6.4%. Cash and cash equivalents decreased $3.0 million from December 31, 2023 to December 31, 2024. Net loans increased by $47.9 million, or 12.5%, offset by securities available for sale decreasing $2.4 million and by interest-bearing time deposits decreasing $7.9 million from December 31, 2023 to December 31, 2024. Total deposits increased $16.8 million from December 31, 2023 to December 31, 2024, and Federal Home Loan Bank advances increased $27.4 million from December 31, 2023 to December 31, 2024. Federal Reserve Bank borrowings decreased $9.5 million from December 31, 2023 to December 31, 2024.

 

 

 

When compared to December 31, 2023, stockholders’ equity, excluding accumulated other comprehensive income (loss), increased $1.8 million to $60.3 million as of December 31, 2024. For the year-ended December 31, 2024 cash dividends of $1.45 per share were paid to shareholders, as compared to $1.41 for the same period in 2023. Mifflinburg Bancorp, Inc. remains well capitalized, with an equity-to-assets ratio of 9.4% as of December 31, 2024 and 9.8% at December 31, 2023.

 

The Bank maintained a strong liquidity position as of December 31, 2024, with additional borrowing capacity with the Federal Home Loan Bank of Pittsburgh of $140.0 million and $1.7 million in additional borrowing capacity from the Federal Reserve’s Discount Window. In addition, the Bank has access to brokered deposits and has $6.3 million outstanding as of December 31, 2024.

 

About Mifflinburg Bancorp, Inc.

 

Mifflinburg Bancorp, Inc. is a bank holding company organized under the Pennsylvania Business Corporation Law on February 3, 1986. The assets are primarily those of its wholly owned subsidiary, Mifflinburg Bank and Trust Company, established in 1872. Mifflinburg Bank and Trust Company is a full-service commercial bank servicing customers from seven locations in Union, Snyder, Northumberland and Centre counties.  The Bank has 77 employees. As of December 31, 2024, Mifflinburg Bancorp, Inc. had $597 million in total assets.

 

Cautionary Note Regarding Forward Looking Statements

 

This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward -looking statements are not statements of current or historical fact and involve substantial risks and uncertainties. Words such as “anticipates,” “believes,” estimates,” “expects,” “forecasts,” “intends,” “plans,” “projects,” “may,” “will,” “should” and other similar expressions can be used to identify forward-looking statements. Such statements are subject to factors that could cause actual results to differ materially from anticipated results. Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements include, but are not limited to the following: costs or difficulties associated with newly developed or acquired operations; risks related to the proposed merger with Northumberland Bancorp; changes in consumer demand for financial services; our ability to control costs and expenses; adverse developments in borrower industries and, in particular, declines in real estate values; changes in and compliance with federal and state laws that regulate our business and capital levels; our ability to raise capital as needed; and the other factors discussed in other reports Mifflinburg or Northumberland may file with the U.S. Securities and Exchange Commission (the “SEC”) . We do not undertake and specifically disclaim any obligation to publicly revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements, expect as required by law. Accordingly, readers should not place undue reliance on forward-looking statements.

 

Mifflinburg Bancorp, Inc. and Northumberland Bancorp Merger - Additional Information and Where to Find It

 

On September 25, 2024 Mifflinburg Bancorp, Inc. (OTCPK: MIFF) and Northumberland Bancorp (OTCPK: NUBC) jointly announced the signing of a definitive merger agreement to combine the two companies in a strategic merger of equals. In connection with the proposed transaction, Mifflinburg has filed a registration statement on Form S-4 with the SEC. The registration statement includes a proxy statement of Northumberland and a prospectus of Mifflinburg for the Mifflinburg common stock to be offered to Northumberland shareholders in connection with the merger, that will be sent to Northumberland's shareholders seeking their approval of the proposed merger.The information contained herein does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Investors and security holders of Mifflinburg and Northumberland and their respective affiliates are urged to read the registration statement on Form S-4, the proxy statement/prospectus included within the registration statement on Form S-4 and any other relevant documents filed or to be filed with the SEC in connection with the proposed merger, as well as any amendments or supplements to those documents, because they will contain important information about Mifflinburg, Northumberland and the proposed merger. Investors and security holders will be able to obtain a free copy of the registration statement, including the proxy statement/prospectus, as well as other relevant documents filed with the SEC containing information about Mifflinburg and Northumberland, without charge, at the SEC’s website (http://www.sec.gov). Copies of documents filed with the SEC by Mifflinburg will be made available free of charge in the “Investor Relations” section of Mifflinburg’s website, https://www.mbtc.com/Resources/Investor-Relations. Copies of documents filed with the SEC by Northumberland will be made available free of charge in the "Investor Information" section of Northumberland's website, https://norrybank.com/about-us/investor-information.

 

 

 

Participants in Solicitation

 

Mifflinburg, Northumberland, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed merger under the rules of the SEC. Information regarding directors and executive officers of Mifflinburg and Northumberland will be made available in the proxy statement/prospectus filed by Mifflinburg with the SEC in connection with this proposed merger, and certain other documents filed with the SEC by Mifflinburg and Northumberland, respectively. Free copies of these documents, when available, may be obtained as described in the preceding paragraph.

 

 

 

Mifflinburg Bancorp, Inc.

Consolidated Balance Sheets

 

(Dollars in thousands, except per share data)

 

(Unaudited)

December 31,

2024

   

December 31,

2023 *

 

Assets

               

Cash and due from banks

  $ 4,580     $ 10,087  

Interest-bearing demand deposits

    3,213       2,119  

Federal funds sold

    1,386       -  
                 

Total cash and cash equivalents

    9,179       12,206  
                 

Interest-bearing time deposits

    10,369       18,285  

Debt securities available-for-sale, at fair value

    116,053       118,439  

Marketable equity securities, at fair value

    268       322  

Restricted investments in bank stock, at cost

    2,300       1,085  
                 

Loans

    436,339       387,924  

Allowance for credit losses

    (4,379 )     (3,861 )
                 

Net loans

    431,960       384,063  
                 

Premises and equipment, net

    8,251       8,545  

Accrued interest receivable

    1,859       1,603  

Other real estate owned

    -       56  

Bank owned life insurance

    12,966       12,708  

Net deferred tax asset

    2,247       1,949  

Other assets

    1,235       1,327  
                 

Total Assets

  $ 596,687     $ 560,588  
                 

Liabilities and Stockholders' Equity

               
                 

Liabilities

               

Deposits:

               

Noninterest-bearing

  $ 69,746     $ 74,979  

Interest-bearing

    419,783       397,758  
                 

Total deposits

    489,529       472,737  
                 

Repurchase agreements

    1,143       1,231  

Federal funds purchased

    -       435  

Federal Reserve Bank borrowings

    -       9,500  

Federal Home Loan Bank advances

    43,050       15,700  

Accrued interest payable

    1,736       1,374  

Other liabilities

    5,312       4,825  
                 

Total Liabilities

    540,770       505,802  

Commitments and Contingencies

               
                 

Redeemable Common Stock Held By Employee Stock Ownership Plan

    1,877       1,764  
                 

Stockholders' Equity

               

Common stock, par value $1.00 per share; authorized 5,000,000 shares; issued 2,160,000 shares; outstanding 1,858,536 and 1,858,536 shares at December 31, 2024 and 2023, respectively

    2,160       2,160  

Capital surplus

    1,899       1,899  

Retained earnings

    64,013       62,227  

Accumulated other comprehensive loss

    (4,424 )     (3,769 )

Treasury stock, at cost: 2024: 301,464 shares; 2023: 301,464 shares

    (7,731 )     (7,731 )
                 

Total Stockholders' Equity

    55,917       54,786  
                 

Less maximum cash obligation to ESOP shares

    1,877       1,764  

Total Stockholders Equity Less Maximum Cash Obligations Related to ESOP Shares

    54,040       53,022  
                 

Total Liabilities and Stockholders' Equity

  $ 596,687     $ 560,588  

* Derived from audited consolidated financial statements.

 

 

 

 

Mifflinburg Bancorp, Inc.

Consolidated Statements of Income

(Unaudited)

 

   

For the three months ended

December 31,

   

For the years ended

December 31,

 

(Dollars in Thousands, Except Per Share Data)

 

2024

   

2023

   

2024

   

2023

 
                                 

Interest and Dividend Income

                               

Interest and fees on loans

  $ 6,040     $ 5,056     $ 22,357     $ 18,451  

Interest-bearing deposits in banks

    127       146       546       569  

Federal funds sold

    93       33       240       65  

Securities:

                               

Taxable

    550       377       1,963       1,377  

Tax-exempt

    294       306       1,209       1,235  

Dividends

    47       51       196       226  
                                 

Total Interest and Dividend Income

    7,151       5,969       26,511       21,923  
                                 

Interest Expense

                               

Deposits

    2,329       1,951       8,677       6,169  

Federal Home Loan Bank advances

    198       142       708       1,051  

Other borrowings

    103       129       452       246  
                                 

Total Interest Expense

    2,630       2,222       9,837       7,466  
                                 

Net Interest Income

    4,521       3,747       16,674       14,457  
                                 

Provision for (recovery of) credit losses

    512       -       680       (237 )
                                 

Net Interest Income after provision for (recovery of) credit losses

    4,009       3,747       15,994       14,694  
                                 

Noninterest Income

                               

Service charges on deposit accounts

    120       113       451       443  

ATM fees and debit card income

    182       188       762       745  

Gain on sale of loans

    63       34       250       189  

Commissions from investment product sales

    19       15       83       95  

Losses on sale of available-for-sale securities

    -       (399 )     -       (399 )

Net marketable equity security gains (losses)

    58       (2 )     (55 )     (78 )

Earnings on bank owned life insurance

    66       65       257       245  

Other

    66       47       222       195  
                                 

Total Noninterest Income

    574       61       1,970       1,435  
                                 

Noninterest Expense

                               

Salaries and employee benefits

    2,159       2,081       7,462       7,218  

Net occupancy and equipment expense

    288       307       1,160       1,167  

Data processing fees

    183       161       698       643  

Pennsylvania shares tax

    114       99       450       394  

Professional fees

    94       22       202       141  

Advertising expense

    26       40       122       157  

FDIC deposit insurance

    70       62       259       246  

Merger expenses

    432       -       537       -  

Other

    652       376       1,699       1,350  
                                 

Total Noninterest Expense

    4,018       3,148       12,589       11,316  
                                 

Income Before Income Taxes

    565       660       5,375       4,813  
                                 

Income Taxes

    144       70       894       660  
                                 

Net Income

  $ 421     $ 590     $ 4,481     $ 4,153  
                                 

Earnings Per Share - Basic and Diluted

  $ 0.23     $ 0.32     $ 2.41     $ 2.24  

Weighted Average Shares Outstanding

    1,858,536       1,854,900       1,858,536       1,854,900