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MIDDLEFIELD BANC CORP - Quarter Report: 2010 March (Form 10-Q)

Form 10-Q
Table of Contents

 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20552
FORM 10-Q
     
þ   QUARTERLY REPORT UNDER SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2010
     
o   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
For the transition period from                      to                     
Commission File Number 000-32561
(MBC LOGO)
Middlefield Banc Corp.
(Exact name of registrant as specified in its charter)
     
Ohio   34-1585111
(State or other jurisdiction of incorporation   (IRS Employer Identification No.)
or organization)    
15985 East High Street, Middlefield, Ohio 44062-9263
(Address of principal executive offices)
(440) 632-1666
(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. YES þ NO o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer o   Accelerated filer o   Non-accelerated filer o   Small reporting company þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO þ
State the number of shares outstanding of each of the issuer’s classes of common equity as of the latest practicle date:
Class: Common Stock, without par value
Outstanding at May 13, 2010: 1,569,486
 
 

 

 


 

MIDDLEFIELD BANC CORP.

INDEX
         
    Page  
    Number  
 
       
PART I — FINANCIAL INFORMATION
       
 
       
Item 1. Financial Statements
       
 
       
    3  
 
       
    4  
 
       
    5  
 
       
    6  
 
       
    7  
 
       
    16  
 
       
    24  
 
       
    25  
 
       
       
 
       
    26  
 
       
    26  
 
       
    26  
 
       
    26  
 
       
    26  
 
       
    26  
 
       
    26  
 
       
    30  
 
       
 Exhibit 31.1
 Exhibit 31.2
 Exhibit 32
 Exhibit 99

 

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MIDDLEFIELD BANC CORP.
CONSOLIDATED BALANCE SHEET
(Dollar amounts in thousands)
                 
    (Unaudited)        
    March 31,     December 31,  
    2010     2009  
 
               
ASSETS
               
Cash and due from banks
  $ 13,039     $ 12,909  
Federal funds sold
    28,492       28,123  
Interest-bearing deposits in other institutions
    123       121  
 
           
Cash and cash equivalents
    41,654       41,153  
Investment securities available for sale
    164,852       136,711  
Loans
    359,651       353,597  
Less allowance for loan losses
    5,279       4,937  
 
           
Net loans
    354,372       348,660  
Premises and equipment
    8,408       8,394  
Goodwill
    4,559       4,559  
Bank-owned life insurance
    7,773       7,706  
Accrued interest and other assets
    12,399       11,475  
 
           
 
               
TOTAL ASSETS
  $ 594,017     $ 558,658  
 
           
 
               
LIABILITIES
               
Deposits:
               
Noninterest-bearing demand
  $ 44,082     $ 44,387  
Interest-bearing demand
    41,959       38,111  
Money market
    64,808       56,451  
Savings
    120,544       107,358  
Time
    250,885       240,799  
 
           
Total deposits
    522,278       487,106  
Short-term borrowings
    6,772       6,800  
Other borrowings
    25,374       25,865  
Accrued interest and other liabilities
    1,847       2,180  
 
           
TOTAL LIABILITIES
    556,271       521,951  
 
           
 
               
STOCKHOLDERS’ EQUITY
               
Common stock, no par value; 10,000,000 shares authorized, 1,759,016 and 1,754,112 shares issued
    28,035       27,919  
Retained earnings
    15,197       14,960  
Accumulated other comprehensive income
    1,248       562  
Treasury stock, at cost; 189,530 shares in 2010 and 2009
    (6,734 )     (6,734 )
 
           
TOTAL STOCKHOLDERS’ EQUITY
    37,746       36,707  
 
           
 
               
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 594,017     $ 558,658  
 
           
See accompanying notes to the unaudited consolidated financial statements.

 

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MIDDLEFIELD BANC CORP.
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
(Dollar amounts in thousands, except per share data)
                 
    Three Months Ended  
    March 31,  
    2010     2009  
INTEREST INCOME
               
Interest and fees on loans
  $ 5,097     $ 4,998  
Interest-bearing deposits in other institutions
    4       7  
Federal funds sold
    11       4  
Investment securities:
               
Taxable interest
    1,203       853  
Tax-exempt interest
    592       446  
Dividends on FHLB stock
    17       16  
 
           
Total interest income
    6,924       6,324  
 
           
 
               
INTEREST EXPENSE
               
Deposits
    2,485       2,716  
Short-term borrowings
    58       6  
Other borrowings
    190       257  
Trust preferred securities
    136       132  
 
           
Total interest expense
    2,869       3,111  
 
           
 
               
NET INTEREST INCOME
    4,055       3,213  
 
               
Provision for loan losses
    439       154  
 
           
 
               
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
    3,616       3,059  
 
           
 
               
NONINTEREST INCOME
               
Service charges on deposit accounts
    415       439  
Investment securities gains, net
    9        
Earnings on bank-owned life insurance
    67       69  
Other income
    118       116  
 
           
Total noninterest income
    609       624  
 
           
 
               
NONINTEREST EXPENSE
               
Salaries and employee benefits
    1,511       1,371  
Occupancy expense
    276       255  
Equipment expense
    198       123  
Data processing costs
    243       249  
Ohio state franchise tax
    136       123  
Federal deposit insurance expense
    202       172  
Other expense
    992       703  
 
           
Total noninterest expense
    3,558       2,996  
 
           
 
               
Income before income taxes
    667       687  
Income taxes
    22       84  
 
           
 
               
NET INCOME
  $ 645     $ 603  
 
           
 
               
EARNINGS PER SHARE
               
Basic
  $ 0.41     $ 0.39  
Diluted
    0.41       0.39  
 
               
DIVIDENDS DECLARED PER SHARE
  $ 0.26     $ 0.26  
See accompanying notes to the unaudited consolidated financial statements.

 

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MIDDLEFIELD BANC CORP.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
(Dollar amounts in thousands, except dividend per share amount)
                                                 
                    Accumulated                      
                    Other             Total        
    Common     Retained     Comprehensive     Treasury     Stockholders’     Comprehensive  
    Stock     Earnings     Income     Stock     Equity     Income  
 
                                               
Balance, December 31, 2009
  $ 27,919     $ 14,960     $ 562     $ (6,734 )   $ 36,707          
 
                                               
Net income
            645                       645     $ 645  
Other comprehensive income:
                                               
Unrealized gains on available for sale securities net of taxes of $353
                    686               686       686  
 
                                             
Comprehensive income
                                          $ 1,331  
 
                                             
Dividend reinvestment and purchase plan
    116                               116          
Cash dividends ($0.26 per share)
            (408 )                     (408 )        
 
                                     
 
                                               
Balance, March 31, 2010
  $ 28,035     $ 15,197     $ 1,248     $ (6,734 )   $ 37,746          
 
                                     
See accompanying notes to the unaudited consolidated financial statements.

 

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MIDDLEFIELD BANC CORP.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(Dollar amounts in thousands)
                 
    Three Months Ended  
    March 31,  
    2010     2009  
OPERATING ACTIVITIES
               
Net income
  $ 645     $ 603  
Adjustments to reconcile net income to net cash used for operating activities:
               
Provision for loan losses
    439       154  
Depreciation and amortization
    189       144  
Amortization of premium and discount on investment securities
    (59 )     (45 )
Amortization of deferred loan fees, net
    (3 )     (7 )
Investment securities (gains) losses, net
    (9 )      
Earnings on bank-owned life insurance
    (67 )     (69 )
Deferred income taxes
    (227 )     274  
Expense related to stock options
          15  
Loss on other real estate owned
    44        
Increase in accrued interest receivable
    (681 )     (611 )
Increase (decrease) in accrued interest payable
    26       (139 )
Decrease (increase) in prepaid federal deposit insurance
    186       (4 )
Other, net
    (941 )     (638 )
 
           
Net cash used for operating activities
    (458 )     (323 )
 
           
 
               
INVESTING ACTIVITIES
               
Investment securities available for sale:
               
Proceeds from repayments and maturities
    6,986       3,935  
Purchases
    (37,913 )     (2,748 )
Proceeds from sale of securities
    3,893        
Increase in loans, net
    (6,298 )     (5,421 )
Purchase of Federal Home Loan Bank stock
          (14 )
Purchase of premises and equipment
    (165 )     (28 )
Proceeds from the sale of other real estate owned
    96        
 
           
Net cash used for investing activities
    (33,401 )     (4,276 )
 
           
 
               
FINANCING ACTIVITIES
               
Net increase in deposits
    35,171       9,266  
Decrease in short-term borrowings, net
    (28 )     (354 )
Repayment of other borrowings
    (491 )     (3,013 )
Proceeds from dividend reinvestment & purchase plan
    116       112  
Cash dividends
    (408 )     (399 )
 
           
Net cash provided by financing activities
    34,360       5,612  
 
           
 
               
Increase in cash and cash equivalents
    501       1,013  
 
               
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    41,153       17,455  
 
           
 
               
CASH AND CASH EQUIVALENTS AT END OF PERIOD
  $ 41,654     $ 18,468  
 
           
 
               
SUPPLEMENTAL INFORMATION
               
Cash paid during the year for:
               
Interest on deposits and borrowings
  $ 2,843     $ 3,250  
Income taxes
    400       150  
 
               
Non-cash investing transactions:
               
Transfers from loans to other real estate owned
  $ 150     $ 221  
See accompanying notes to the unaudited consolidated financial statements.

 

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MIDDLEFIELD BANC CORP.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — BASIS OF PRESENTATION
The consolidated financial statements of Middlefield Banc Corp. (“Company”) include its two bank subsidiaries The Middlefield Banking Company (“MB”) and Emerald Bank (“EB”) and a non-bank asset resolution subsidiary EMORECO, Inc. All significant inter-company items have been eliminated.
The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles and the instructions for Form 10-Q and Article 10 of Regulation S-X. In management’s opinion, the financial statements include all adjustments, consisting of normal recurring adjustments, that the Company considers necessary to fairly state the Company’s financial position and the results of operations and cash flows. The consolidated balance sheet at December 31, 2009, has been derived from the audited financial statements at that date but does not include all of the necessary informational disclosures and footnotes as required by U. S. generally accepted accounting principles. The accompanying financial statements should be read in conjunction with the financial statements and notes thereto included with Middlefield’s Form 10-K (File No. 000-32561). The results of Middlefield’s operations for any interim period are not necessarily indicative of the results of Middlefield’s operations for any other interim period or for a full fiscal year.
Recent Accounting Pronouncements
In December 2009, the FASB issued ASU 2009-16, Accounting for Transfer of Financial Assets. ASU 2009-16 provides guidance to improve the relevance, representational faithfulness, and comparability of the information that an entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. ASU 2009-16 is effective for annual periods beginning after November 15, 2009 and for interim periods within those fiscal years. The adoption of this guidance is not expected to have a significant impact on the Company’s financial statements.
In December 2009, the FASB issued ASU 2009-17, Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. The objective of ASU 2009-17 is to improve financial reporting by enterprises involved with variable interest entities and to provide more relevant and reliable information to users of financial statements. ASU 2009-17 is effective for annual periods beginning after November 15, 2009 and for interim periods within those fiscal years. The adoption of this guidance did not have a material impact on the Company’s financial position or results of operation.
In September 2009, the FASB issued new guidance impacting Topic 820. This creates a practical expedient to measure the fair value of an alternative investment that does not have a readily determinable fair value. This guidance also requires certain additional disclosures. This guidance is effective for interim and annual periods ending after December 15, 2009. The adoption of this guidance did not have a material impact on the Company’s financial position or results of operation.
In October 2009, the FASB issued ASU 2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. ASU 2009-15 amends Subtopic 470-20 to expand accounting and reporting guidance for own-share lending arrangements issued in contemplation of convertible debt issuance. ASU 2009-15 is effective for fiscal years beginning on or after December 15, 2009 and interim periods within those fiscal years for arrangements outstanding as of the beginning of those fiscal years. The Company is currently evaluating the impact the adoption of this standard will have on the Company’s financial position or results of operation.
In January 2010, the FASB issued ASU 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash — a consensus of the FASB Emerging Issues Task Force. ASU 2010-01 clarifies that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend. ASU 2010-01 is effective for interim and annual periods ending on or after December 15, 2009 and should be applied on a retrospective basis. The adoption of this guidance did not have a material impact on the Company’s financial position or results of operation.
In January 2010, the FASB issued ASU 2010-02, Consolidation (Topic 810): Accounting and reporting for Decreases in Ownership of a Subsidiary — a Scope Clarification. ASU 2010-02 amends Subtopic 810-10 to address implementation issues related to changes in ownership provisions including clarifying the scope of the decrease in ownership and additional disclosures. ASU 2010-02 is effective beginning in the period that an entity adopts Statement 160. If an entity has previously adopted Statement 160, ASU 2010-02 is effective beginning in the first interim or annual reporting period ending on or after December 15, 2009 and should be applied retrospectively to the first period Statement 160 was adopted. The adoption of this guidance did not have a material impact on the Company’s financial position or results of operation.

 

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In January 2010, the FASB issued ASU 2010-04, Accounting for Various Topics — Technical Corrections to SEC Paragraphs. ASU 2010-04 makes technical corrections to existing SEC guidance including the following topics: accounting for subsequent investments, termination of an interest rate swap, issuance of financial statements — subsequent events, use of residential method to value acquired assets other than goodwill, adjustments in assets and liabilities for holding gains and losses, and selections of discount rate used for measuring defined benefit obligation. ASU 2010-04 is effective January 15, 2010. The adoption of this guidance did not have a material impact on the Company’s financial position or results of operation.
In January 2010, the FASB issued ASU 2010-05, Compensation — Stock Compensation (Topic 718): Escrowed Share Arrangements and the Presumption of Compensation. ASU 2010-05 updates existing guidance to address the SEC staff’s views on overcoming the presumption that for certain shareholders escrowed share arrangements represent compensation. ASU 2010-05 is effective January 15, 2010. The adoption of this guidance did not have a material impact on the Company’s financial position or results of operation.
In January 2010, the FASB issued ASU No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. ASU 2010-06 amends Subtopic 820-10 to clarify existing disclosures, require new disclosures, and includes conforming amendments to guidance on employers’ disclosures about postretirement benefit plan assets. ASU 2010-06 is effective for interim and annual periods beginning after December 15, 2009, except for disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. The adoption of this guidance is not expected to have a significant impact on the Company’s financial statements.
In February 2010, the FASB issued ASU 2010-08, Technical Corrections to Various Topics. ASU 2010-08 clarifies guidance on embedded derivatives and hedging. ASU 2010-08 is effective for interim and annual periods beginning after December 15, 2009. The adoption of this guidance did not have a material impact on the Company’s financial position or results of operation.
In March 2010, the FASB issued ASU 2010-11, Derivatives and Hedging. ASU 2010-11 provides clarification and related additional examples to improve financial reporting by resolving potential ambiguity about the breadth of the embedded credit derivative scope exception in ASC 815-15-15-8. ASU 2010-11 is effective at the beginning of the first fiscal quarter beginning after June 15, 2010. The adoption of this guidance is not expected to have a significant impact on the Company’s financial statements.
In April 2010, the FASB issued ASU 2010-13, Compensation — Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades. ASU 2010-13 provides guidance on the classification of a share-based payment award as either equity or a liability. A share-based payment that contains a condition that is not a market, performance, or service condition is required to be classified as a liability. ASU 2010-13 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010 and is not expected to have a significant impact on the Company’s financial statements.
NOTE 2 — STOCK-BASED COMPENSATION
The Company has no unrecognized stock-based compensation costs or unvested stock options outstanding as of March 31, 2010.
Stock option activity during the three months ended March 31, 2010 and 2009 is as follows:
                                 
            Weighted-             Weighted-  
            average             average  
            Exercise             Exercise  
    2010     Price     2009     Price  
 
                               
Outstanding, January 1
    99,219     $ 26.85       110,465     $ 27.21  
Granted
                       
Exercised
                       
Forfeited
                (2,265 )     37.33  
 
                           
 
                               
Outstanding, March 31
    99,219     $ 26.85       108,200     $ 27.00  
 
                           

 

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NOTE 3 — EARNINGS PER SHARE
The Company provides dual presentation of Basic and Diluted earnings per share. Basic earnings per share utilizes net income as reported as the numerator and the actual average shares outstanding as the denominator. Diluted earnings per share include any dilutive effects of options, warrants, and convertible securities.
There are no convertible securities that would affect the numerator in calculating basic and diluted earnings per share; therefore, net income as presented on the Consolidated Statement of Income (Unaudited) will be used as the numerator. The following tables set forth the composition of the weighted-average common shares (denominator) used in the basic and diluted earnings per share computation.
                 
    For the Three Months Ended  
    March 31,  
    2010     2009  
 
               
Weighted average common shares outstanding
    1,754,984       1,726,460  
 
               
Average treasury stock shares
    (189,530 )     (189,530 )
 
           
 
               
Weighted average common shares and common stock equivalents used to calculate basic earnings per share
    1,565,454       1,536,930  
 
               
Additional common stock equivalents (stock options) used to calculate diluted earnings per share
    1,987       1,604  
 
           
 
               
Weighted average common shares and common stock equivalents used to calculate diluted earnings per share
    1,567,441       1,538,534  
 
           
Options to purchase 89,077 shares of common stock at prices ranging from $22.33 to $40.24 were outstanding during the three months ended March 31, 2010 but were not included in the computation of diluted earnings per share as they were anti-dilutive due to the strike price being greater than the market price as of March 31, 2010. For the three months ended March 31, 2009, there were 97,926 options to purchase shares of common stock at prices ranging from $22.33 to $40.24 but were not included in the computation of diluted earnings per share.
NOTE 4 — COMPREHENSIVE INCOME
The components of comprehensive income consist exclusively of unrealized gains and losses on available for sale securities. For the three months ended March 31, 2010, this activity is shown under the heading Comprehensive Income as presented in the Consolidated Statement of Changes in Stockholders’ Equity (Unaudited).

 

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The following shows the components and activity of comprehensive income during the periods ended March 31, 2010 and 2009 (net of the income tax effect):
                 
    For the Three Months Ended  
    March 31,  
(Dollar amounts in thousands)   2010     2009  
 
               
Unrealized holding gains (losses) arising during the period on securities held
  $ 692     $ (531 )
 
               
Reclassification adjustment for gains included in net income
    (6 )      
 
           
 
               
Net change in unrealized gains (losses) during the period
    686       (531 )
Unrealized holding gains (losses), beginning of period
    562       (295 )
 
           
 
               
Unrealized holding gains (losses), end of period
    1,248       (826 )
 
           
 
               
Net income
    645       603  
Other comprehensive income, net of tax:
               
Unrealized holding gains (losses) arising during the period
    686       (531 )
 
           
 
               
Comprehensive income
  $ 1,331     $ 72  
 
           
NOTE 5 — FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date. GAAP established a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels:
     
Level I:
  Quoted prices are available in active markets for identical assets or liabilities as of the reported date.
 
   
Level II:
  Pricing inputs are other than the quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these assets and liabilities includes items for which quoted prices are available but traded less frequently and items that are fair-valued using other financial instruments, the parameters of which can be directly observed.
 
   
Level III:
  Assets and liabilities that have little to no pricing observe ability as of the reported date. These items do not have two-way markets and are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation.

 

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The following tables present the assets measured on a recurring basis on the consolidated statements of financial condition at their fair value as of March 31, 2010 and December 31, 2009 by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
                                 
    March 31, 2010  
(Dollar amounts in thousands)   Level I     Level II     Level III     Total  
 
                               
Assets Measured on a Recurring Basis:
                               
U.S. government agency securities
  $     $ 19,041     $     $ 19,041  
Obligations of states and political subdivisions
          68,215             68,215  
Mortgage-backed securities
          76,706             76,706  
 
                       
Total debt securities
          163,962             163,962  
Equity securities
    890                   890  
 
                       
Total
  $ 890     $ 163,962     $     $ 164,852  
 
                       
                                 
    December 31, 2009  
    Level I     Level II     Level III     Total  
 
                               
Assets Measured on a Recurring Basis:
                               
U.S. government agency securities
  $     $ 18,330     $     $ 18,330  
Obligations of states and political subdivisions
          56,720             56,720  
Mortgage-backed securities
          60,742             60,742  
 
                       
Total debt securities
          135,792             135,792  
Equity securities
    919                   919  
 
                       
Total
  $ 919     $ 135,792     $     $ 136,711  
 
                       
Financial instruments are considered Level III when their values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. In addition to these unobservable inputs, the valuation models for Level III financial instruments typically also rely on a number of inputs that are readily observable either directly or indirectly. Level III financial instruments also include those for which the determination of fair value requires significant management judgment or estimation. The Company has no securities considered to be Level III as of March 31, 2010.
The Company uses prices compiled by third party vendors due to the recent stabilization in the markets along with improvements in third party pricing methodology that have narrowed the variances between third party vendor prices and actual market prices.

 

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The following tables present the assets measured on a nonrecurring basis on the consolidated balance sheet at their fair value as of March 31, 2010 and December 31, 2009, by level within the fair value hierarchy. Impaired loans that are collateral dependent are written down to fair value through the establishment of specific reserves. Techniques used to value the collateral that secure the impaired loan include: quoted market prices for identical assets classified as Level I inputs; observable inputs, employed by certified appraisers, for similar assets classified as Level II inputs. In cases where valuation techniques included inputs that are unobservable and are based on estimates and assumptions developed by management based on the best information available under each circumstance, the asset valuation is classified as Level III inputs.
                                 
    (Dollar amounts in thousands)  
    March 31, 2010  
    Level I     Level II     Level III     Total  
 
                               
Assets Measured on a non-recurring Basis:
                               
Impaired loans
  $     $ 4,627     $ 2,136     $ 6,763  
Other real estate owned
          2,175             2,175  
                                 
    December 31, 2009  
    Level I     Level II     Level III     Total  
 
                               
Assets Measured on a non-recurring Basis:
                               
Impaired loans
  $     $ 5,644     $ 149     $ 5,793  
Other real estate owned
          2,164             2,164  
The estimated fair value of the Company’s financial instruments is as follows:
                                 
    March 31, 2010     December 31, 2009  
    Carrying     Fair     Carrying     Fair  
(Dollar amounts in thousands)   Value     Value     Value     Value  
 
                               
Financial assets:
                               
Cash and cash equivalents
  $ 41,654     $ 41,654     $ 41,153     $ 41,153  
Investment securities Available for sale
    164,852       164,852       136,711       136,711  
Net loans
    354,372       337,156       348,660       332,401  
Bank-owned life insurance
    7,773       7,773       7,706       7,706  
Federal Home Loan Bank stock
    1,887       1,887       1,887       1,887  
Accrued interest receivable
    2,093       2,093       1,411       1,411  
 
                               
Financial liabilities:
                               
Deposits
  $ 522,278     $ 526,737     $ 487,106     $ 491,436  
Short-term borrowings
    6,772       6,772       6,800       68,003  
Other borrowings
    25,374       27,955       25,864       27,356  
Accrued interest payable
    931       931       905       905  
Financial instruments are defined as cash, evidence of ownership interest in an entity, or a contract which creates an obligation or right to receive or deliver cash or another financial instrument from/to a second entity on potentially favorable or unfavorable terms.

 

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Fair value is defined as the amount at which a financial instrument could be exchanged in a current transaction between willing parties other than in a forced liquidation sale. If a quoted market price is available for a financial instrument, the estimated fair value would be calculated based upon the market price per trading unit of the instrument.
If no readily available market exists, the fair value estimates for financial instruments should be based upon management’s judgment regarding current economic conditions, interest rate risk, expected cash flows, future estimated losses, and other factors as determined through various option pricing formulas or simulation modeling. Since many of these assumptions result from judgments made by management based upon estimates which are inherently uncertain, the resulting estimated fair values may not be indicative of the amount realizable in the sale of a particular financial instrument. In addition, changes in assumptions on which the estimated fair values are based may have a significant impact on the resulting estimated fair values.
As certain assets such as deferred tax assets and premises and equipment are not considered financial instruments, the estimated fair value of financial instruments would not represent the full value of the Company.
The Company employed simulation modeling in determining the estimated fair value of financial instruments for which quoted market prices were not available based upon the following assumptions:
Cash and Cash Equivalents, Federal Home Loan Bank Stock, Accrued Interest Receivable, Accrued Interest Payable, and Short-Term Borrowings
The fair value is equal to the current carrying value.
Bank-Owned Life Insurance
The fair value is equal to the cash surrender value of the life insurance policies.
Investment Securities Available for Sale
The fair value of investment securities is equal to the available quoted market price. If no quoted market price is available, fair value is estimated using the quoted market price for similar securities. Fair value for certain private-label collateralized mortgage obligations were determined utilizing discounted cash flow models, due to the absence of a current market to provide reliable market quotes for the instruments.
Loans
The fair value is estimated by discounting future cash flows using current market inputs at which loans with similar terms and qualities would be made to borrowers of similar credit quality. Where quoted market prices were available, primarily for certain residential mortgage loans, such market rates were utilized as estimates for fair value.
Deposits and Other Borrowed Funds
The fair values of certificates of deposit and other borrowed funds are based on the discounted value of contractual cash flows. The discount rates are estimated using rates currently offered for similar instruments with similar remaining maturities. Demand, savings, and money market deposits are valued at the amount payable on demand as of year-end.
Commitments to Extend Credit
These financial instruments are generally not subject to sale, and estimated fair values are not readily available. The carrying value, represented by the net deferred fee arising from the unrecognized commitment or letter of credit, and the fair value, determined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk, are not considered material for disclosure.

 

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NOTE 6 — INVESTMENT SECURITIES AVAILABLE FOR SALE
The amortized cost and fair values of securities available for sale are as follows:
                                 
    March 31, 2010  
            Gross     Gross        
    Amortized     Unrealized     Unrealized     Fair  
(Dollar amounts in thousands)   Cost     Gains     Losses     Value  
 
                               
U.S. government agency securities
  $ 19,078     $ 94     $ (131 )   $ 19,041  
Obligations of states and political subdivisions:
                               
Taxable
    5,384       10       (101 )     5,293  
Tax-exempt
    62,044       1,173       (295 )     62,922  
Mortgage-backed securities
    75,513       2,189       (996 )     76,706  
 
                       
Total debt securities
    162,019       3,466       (1,523 )     163,962  
Equity Securities
    944       50       (104 )     890  
 
                       
Total
  $ 162,963     $ 3,516     $ (1,627 )   $ 164,852  
 
                       
                                 
    December 31, 2009  
            Gross     Gross        
    Amortized     Unrealized     Unrealized     Fair  
    Cost     Gains     Losses     Value  
 
                               
U.S. government agency securities
  $ 18,657     $ 38     $ (365 )   $ 18,330  
Obligations of states and political subdivisions:
                               
Taxable
    3,451       10       (86 )     3,375  
Tax-exempt
    52,752       943       (349 )     53,346  
Mortgage-backed securities
    60,055       1,817       (1,130 )     60,742  
 
                       
Total debt securities
    134,915       2,807       (1,930 )     135,792  
Equity Securities
    944       80       (105 )     919  
 
                       
Total
  $ 135,859     $ 2,887     $ (2,035 )   $ 136,711  
 
                       
The amortized cost and fair value of debt securities at March 31, 2010, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
                 
    Amortized     Fair  
(Dollar amounts in thousands)   Cost     Value  
 
               
Due in one year or less
  $ 2,061     $ 2,084  
Due after one year through five years
    7,760       8,111  
Due after five years through ten years
    23,223       23,748  
Due after ten years
    128,975       130,019  
 
           
 
               
Total
  $ 162,019     $ 163,962  
 
           
Proceeds from sales of investment securities available for sale were $3.9 million and $0 during the three-months ended March 31, 2010 and March 31, 2009, respectively. Gross gains realized were $9,000 and $0, during the three-months ended March 31, 2010 and March 31, 2009, respectively.

 

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The following table shows the Company’s gross unrealized losses and fair value, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position.
                                                 
    March 31, 2010  
    Less than Twelve Months     Twelve Months or Greater     Total  
            Gross             Gross             Gross  
    Fair     Unrealized     Fair     Unrealized     Fair     Unrealized  
(Dollar amounts in thousands)   Value     Losses     Value     Losses     Value     Losses  
 
                                               
U.S. government agency securities
  $ 9,368     $ (131 )   $     $     $ 9,368     $ (131 )
Obligations of states and political subdivisions
    20,517       (289 )     1,430       (107 )     21,947       (396 )
Mortgage-backed securities
    4,822       (339 )     3,835       (657 )     8,657       (996 )
Equity securities
    580       (68 )     11       (36 )     591       (104 )
 
                                   
Total
  $ 35,287     $ (827 )   $ 5,276     $ (800 )   $ 40,563     $ (1,627 )
 
                                   
                                                 
    December 31, 2009  
    Less than Twelve Months     Twelve Months or Greater     Total  
            Gross             Gross             Gross  
    Fair     Unrealized     Fair     Unrealized     Fair     Unrealized  
    Value     Losses     Value     Losses     Value     Losses  
 
                                               
U.S. government agency securities
  $ 17,134     $ (365 )   $     $     $ 17,134     $ (365 )
Obligations of states and political subdivisions
    21,594       (314 )     1,417       (121 )     23,011       (435 )
Mortgage-backed securities
    18,509       (334 )     4,064       (796 )     22,573       (1,130 )
Equity securities
    580       (68 )     8       (37 )     588       (105 )
 
                                   
Total
  $ 57,817     $ (1,082 )   $ 5,489     $ (953 )   $ 63,306     $ (2,035 )
 
                                   
On a quarterly basis, the Company performs an assessment to determine whether there have been any events or economic circumstances indicating that a security with an unrealized loss has suffered other-than-temporary impairment (OTTI) pursuant to FASB ASC Topic 320 “Investments — Debt and Equity Securities. A debt security is considered impaired if the fair value is less than its amortized cost basis at the reporting date. The accounting literature requires the Company to assess whether the unrealized loss is other-than-temporary. Prior to the adoption of FSP FAS 115-2 which was subsequently incorporated into FASB ASC Topic 320 “Investments — Debt and Equity Securities, unrealized losses that were determined to be temporary were recorded, net of tax, in other comprehensive income for available for sale securities, whereas unrealized losses related to held-to-maturity securities determined to be temporary were not recognized. Regardless of whether the security was classified as available for sale or held to maturity, unrealized losses that were determined to be other-than-temporary were recorded to earnings. An unrealized loss was considered other-than-temporary if (i) it was probable that the holder would not collect all amounts due according to the contractual terms of the debt security, or (ii) the fair value was below the amortized cost of the debt security for a prolonged period of time and the Company did not have the positive intent and ability to hold the security until recovery or maturity.
The Company adopted this ASC during the second quarter of 2009 which amended the OTTI model for debt securities. Under the new guidance, OTTI losses must be recognized in earnings if an investor has the intent to sell the debt security or it is more likely than not that it will be required to sell the debt security before recovery of its amortized cost basis. However, even if a Company does not expect to sell a debt security, it must evaluate expected cash flows to be received and determine if a credit loss has occurred.
Under this ASC, an unrealized loss is generally deemed to be other-than-temporary and a credit loss is deemed to exist if the present value of the expected future cash flows is less than the amortized cost basis of the debt security. As a result the credit loss component of an OTTI is recorded as a component of investment securities gains (losses) in the accompanying consolidated statement of income, while the remaining portion of the impairment loss is recognized in other comprehensive income, provided the Company does not intend to sell the underlying debt security and it is “more likely than not” that the company will not have to sell the debt security prior to recovery.

 

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Debt securities issued by U.S. government agencies, U.S. government-sponsored enterprises, and state and political subdivisions accounted for more than 87% of the total available-for-sale portfolio as of March 31, 2010 and no credit losses are expected, given the explicit and implicit guarantees provided by the U.S. federal government and the lack of significant unrealized loss positions within the obligations of state and political subdivisions security portfolio. The Company’s assessment was concentrated mainly on private-label collateralized mortgage obligations of approximately $20.5 million for which the Company evaluates credit losses on a quarterly basis. Gross unrealized gain and loss positions related to these private-label collateralized mortgage obligations amounted to $1.1 million and $670,000, respectively. The Company considered the following factors in determining whether a credit loss exists and the period over which the debt security is expected to recover:
    The length of time and the extent to which the fair value has been less than the amortized cost basis.
 
    Changes in the near term prospects of the underlying collateral of a security such as changes in default rates, loss severity given default and significant changes in prepayment assumptions;
 
    The level of cash flows generated from the underlying collateral supporting the principal and interest payments of the debt securities; and
 
    Any adverse change to the credit conditions and liquidity of the issuer, taking into consideration the latest information available about the overall financial condition of the issuer, credit ratings, recent legislation and government actions affecting the issuer’s industry and actions taken by the issuer to deal with the present economic climate.
For the three months ended March 31, 2010, there were no available-for-sale debt securities with an unrealized loss that suffered OTTI.
NOTE 7 — SUBSEQUENT EVENTS
None
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis provides further detail to the financial condition and results of operations of the Company. The MD&A should be read in conjunction with the notes and financial statements presented in this report.
CHANGES IN FINANCIAL CONDITION
General. The Company’s total assets ended the March 31, 2010 quarter at $594.0 million, an increase of $35.4 million or 6.3% from December 31, 2009. Investment securities available for sale and net loans increased $28.1 million, and $5.7 million, respectively. The increase in total assets reflected a corresponding increase in total liabilities of $34.3 million or 6.6% and an increase in stockholders’ equity of $1.0 million or 2.8%. The increase in total liabilities was the result of deposit growth of $35.2 million or 7.2%. This was partially offset by decreases to other borrowing and short term borrowing of $491,000 and $28,000, respectively, for the quarter. The increase in stockholders’ equity was the result of an increase in accumulated other comprehensive income, retained earnings and common stock of $686,000, 237,000 and 116,000, respectively.
Cash on hand and due from banks. Cash on hand and due from banks, Federal funds sold and interest-bearing deposits in other institutions represent cash and cash equivalents. Cash equivalents increased a combined $501,000 or 1.2% to $41.7 million at March 31, 2010 from $41.2 million at December 31, 2009. Deposits from customers into savings and checking accounts, loan and security repayments and proceeds from borrowed funds typically increase these accounts. Decreases result from customer withdrawals, new loan originations, security purchases and repayments of borrowed funds.
Investment securities. Investment securities available for sale ended the March 31, 2010 quarter at $164.9 million an increase of $28.1 million or 20.6% from $136.7 million at December 31, 2009. During this period the Company recorded purchases of available for sale securities of $37.9 million, consisting of purchases of mortgage backed securities, municipal and U. S. government bonds. Offsetting some of the purchases of securities were repayments and maturities of $7.0 million and sales of mortgage backed securities totaling $3.9 million during the three months ended March 31, 2009. In addition, the securities portfolio increased approximately $686,000 due to an increase in the fair value. These fair value adjustments represent temporary fluctuations resulting from changes in market rates in relation to average yields in the available for sale portfolio. If securities are held to their respective maturity dates, no fair value gain or loss is realized.

 

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Loans receivable. The loans receivable category consists primarily of single family mortgage loans used to purchase or refinance personal residences located within the Company’s market area and commercial real estate loans used to finance properties that are used in the borrowers businesses or to finance investor-owned rental properties, and to a lesser extent commercial and consumer loans. Net loans receivable increased $5.7 million or 1.6% to $354.4 million as of March 31, 2010 from $348.7 million at December 31, 2009. Included in this amount was an increase in the commercial and industrial loan portfolio of $2.2 million or 3.8% and real estate and construction loans of $2.9 million or 37.5% during the three months ended March 31, 2010. The Company’s lending philosophy is to focus on the commercial loans and to attempt to grow that segment of the portfolio. To attract and build the commercial loan portfolio, the Company has taken a proactive approach in contacting new and current clients to ensure that the Company is servicing its client’s needs. These lending relationships generally offer more attractive returns than residential loans and also offer opportunities for attracting larger balance deposit relationships. However, the shift in loan portfolio mix from residential real estate to commercial oriented loans may increase credit risk.
Allowance for Loan Losses and Asset Quality. In the first quarter of 2010, the combination of sustained weakness in commercial real estate values and a recessionary economy continued to have an adverse impact on the financial condition of commercial borrowers. These factors resulted in the Company downgrading loan quality ratings of several commercial loans during the first quarter. The distressed commercial real estate market also caused certain existing impaired commercial real estate loans to become under-collateralized during the quarter, resulting in the loans being charged down to the estimated net realizable value of the underlying collateral.
The Company increased the allowance for loan losses to $5.3 million, or 1.47% of total loans, at March 31, 2010, compared to $4.9 million, or 1.40%, at December 31, 2009. The increase in the allowance for loan losses was necessitated by loan downgrades and an increase to specific reserves for impaired commercial real estate loans discussed above, coupled with the impact of charge-offs remaining at an elevated level. First quarter 2010 net loan charge-offs totaled $97,000, or 0.03% of average loans, compared to $90,000, or 0.03%, for the first quarter of 2009. To maintain the adequacy of the allowance for loan losses, the Company recorded a first quarter provision for loan losses of $439,000, versus $154,000 for the first quarter of 2009.
Management analyzes the adequacy of the allowance for loan losses regularly through reviews of the performance of the loan portfolio considering economic conditions, changes in interest rates and the effect of such changes on real estate values and changes in the amount and composition of the loan portfolio. The allowance for loan losses is a material estimate that is particularly susceptible to significant changes in the near term. Such evaluation, which includes a review of all loans for which full collectibility may not be reasonably assured, considers among other matters, historical loan loss experience, the estimated fair value of the underlying collateral, economic conditions, current interest rates, trends in the borrower’s industry and other factors that management believes warrant recognition in providing for an appropriate allowance for loan losses. Future additions to the allowance for loan losses will be dependent on these factors. Additionally, the Company utilizes an outside party to conduct an independent review of commercial and commercial real estate loans. The Company uses the results of this review to help determine the effectiveness of the existing policies and procedures, and to provide an independent assessment of the allowance for loan losses allocated to these types of loans. Management believes that the allowance for loan losses was appropriately stated at March 31, 2010. Based on the variables involved and the fact that management must make judgments about outcomes that are uncertain, the determination of the allowance for loan losses is considered a critical accounting policy.
Non-performing assets. Non-performing assets includes non-accrual loans, troubled debt restructurings (TDR), loans 90 days or more past due, assets purchased by EMORECO from EB in November 2009, other real estate, and repossessed assets. A loan is classified as non-accrual when, in the opinion of management, there are serious doubts about collectibility of interest and principal. At the time the accrual of interest is discontinued, future income is recognized only when cash is received. TDRs are those loans which the Company, for economic or legal reasons related to a borrower’s financial difficulties, grants a concession to the borrower that the Company would not otherwise consider. The Company had one TDR with a balance of $463,000 as of March 31, 2010. Non-performing loans amounted to $18.1 million or 5.0% and $16.3 million or 4.6% of total loans at March 31, 2010 and December 31, 2009, respectively. The increase in nonperforming loans has occurred primarily in the commercial loan portfolio and in one-to-four family real estate loans. Non-performing loans secured by real estate totaled $14.4 million as of March 31, 2010, up $1.5 million from $12.9 million at December 31, 2009. The depressed state of the economy and rising levels of unemployment have contributed to this trend, as well as the decline in the housing market across our geographic footprint that reflected declining home prices and increasing inventories of houses for sale. Real estate owned is written down to fair value at its initial recording and continually monitored.

 

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Nonperforming Assets and Allowance for Loan Losses. The following table indicates asset quality data over the past five quarters.
Asset Quality History
(Dollar amounts in thousands)
                                         
    3/31/2010     12/31/2009     9/30/2009     6/30/2009     3/31/2009  
 
                                       
Nonperforming loans
  $ 18,143     $ 16,285     $ 14,368     $ 14,023     $ 13,370  
Real estate owned
    2,175       2,164       1,775       1,967       1,331  
 
                                       
Nonperforming assets
  $ 20,318     $ 18,449     $ 16,143     $ 15,990     $ 14,701  
 
                                       
Allowance for loan losses
  $ 5,279     $ 4,937     $ 4,422     $ 3,668     $ 3,621  
 
                                       
Ratios
                                       
Nonperforming loans to total loans
    5.04 %     4.61 %     4.15 %     4.18 %     4.16 %
Nonperforming assets to total assets
    3.42 %     3.30 %     3.12 %     3.33 %     3.14 %
Allowance for loan losses to total loans
    1.47 %     1.40 %     1.28 %     1.09 %     1.13 %
Allowance for loan losses to nonperforming loans
    29.10 %     30.32 %     30.78 %     26.16 %     27.08 %
A major factor in determining the appropriateness of the allowance for loan losses is the type of collateral which secures the loans. Of the total nonperforming loans at March 31, 2010, 80% were secured by real estate. Although this does not insure against all losses, the real estate provides substantial recovery, even in a distressed-sale and declining-value environment. In response to the poor economic conditions which have eroded the performance of the Company’s loan portfolio, additional resources have been allocated to the loan workout process. The Company’s objective is to work with the borrower to minimize the burden of the debt service and to minimize the future loss exposure to the Company.
Deposits. The Company considers various sources when evaluating funding needs, including but not limited to deposits, which are a significant source of funds totaling $522.3 million or 94.2% of the Company’s total funding sources at March 31, 2010. Total deposits increased $35.2 million or 7.2% to $522.3 million at March 31, 2010 from $487.1 million at December 31, 2009. The increase in deposits is primarily related to the growth of money market, savings and certificate of deposit accounts of $8.4 million or 14.8%, $13.2 million or 12.3% and $10.1 million or 4.2%, respectively, at March 31, 2010. Interest-bearing demand increased $3.8 million or 10.1% for the quarter. These increases were nominally offset by a decline in non-interest bearing demand deposit accounts of $305,000 during the three months ended March 31, 2010.
Borrowed funds. The Company utilizes short and long-term borrowings as another source of funding used for asset growth and liquidity needs. These borrowings primarily include FHLB advances, junior subordinated debt, short-term borrowings from other banks and repurchase agreements. Short-term borrowings decreased $28,000 or 0.4% to $6.8 million as of March 31, 2010. Other borrowings declined $491,000 for the quarter which represents advances from the Federal Home Loan Bank of Cincinnati. The decline in FHLB advances was the result of scheduled principal payments.
Stockholders’ equity. Stockholders’ equity increased $1.0 million or 2.8% to $37.7 million at March 31, 2010 from $36.7 million at December 31, 2009. This increase was the result of increases in common stock, retained earnings and accumulated other comprehensive income of $116,000, $237,000 and $686,000, respectively. The increase of accumulated other comprehensive income was the result of an increase in the market value of the Company’s securities available for sale portfolio. The increase in common stock was the result of the issuing 4,904 shares through the Company’s dividend reinvestment and purchase plan at an average price of $23.50 since December 31, 2009.
RESULTS OF OPERATIONS
General. Net income for the three months ended March 31, 2010, was $645,000, a $42,000, or 6.9% increase from the $603,000 earned during the same period in 2009. Diluted earnings per share for the first quarter of 2010 was $0.41 compared to $0.39 for the same period in 2009.
The Company’s annualized return on average assets (ROA) and return on average equity (ROE) for the first quarter were 0.45% and 7.06%, respectively, compared with 0.52% and 7.00% for the first quarter of 2009.

 

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The Company’s year-to-date earnings were positively impacted by an increase in investment interest income combined with a decrease in interest expense. This was partially offset by increases in the provision for loan losses and non-interest expense.
Net interest income. Net interest income, the primary source of revenue for the Company, is determined by the Company’s interest rate spread, which is defined as the difference between income on earning assets and the cost of funds supporting those assets, and the relative amounts of interest earning assets and interest bearing liabilities. Management periodically adjusts the mix of assets and liabilities, as well as the rates earned or paid on those assets and liabilities in order to manage and improve net interest income. The level of interest rates and changes in the amount and composition of interest earning assets and liabilities affect the Company’s net interest income. Historically from an interest rate risk perspective, it has been management’s goal to maintain a balance between steady net interest income growth and the risks associated with interest rate fluctuations.
Net interest income for the first quarter totaled $4.1 million, an increase of 26.2% from the $3.2 million reported for the comparable period of 2009. The net interest margin was 3.29% for the first quarter of 2010, up from the 3.21% reported for the same quarter of 2009. The increase is primarily attributable to lower deposit costs, an increase of $28.1 million in the investment securities portfolio since year end 2009 and competitive pricing on lending opportunities associated with the current interest rate environment. Deposit growth at the banks has primarily been in products such as savings and money market accounts, which generally carry lower interest costs than other deposit alternatives.
Interest income. Interest income increased $600,000, or 9.5%, for the three months ended March 31, 2010, compared to the same period in the prior year. This increase can be attributed to an increase in interest earned on loans receivable of $99,000 which was coupled with a $496,000 increase in interest earned on investment securities for the quarter.
Interest earned on loans receivable increased $99,000, or 2.0%, for the three months ended March 31, 2010, compared to the same period in the prior year. This increase was attributable to a $32.9 million or 10.2% increase in the average balance of loans receivable from March 31, 2009. This increase was partially offset by a decline in the yield on the total loan portfolio of 47 basis points to 5.80% for the three months ended March 31, 2010 from 6.27% for the same period in the prior year.
Interest earned on securities increased $496,000, or 38.2%, for the three months ended March 31, 2010, compared to the same period in the prior year. This increase was primarily the result of an increase in the average balance of the securities portfolio of $46.8 million, or 44.6%, to $151.8 million at March 31, 2010 from $105.0 million for the same period in the prior year. Interest income on investment securities was adversely affected by a decrease in the portfolio yield. The total investment securities portfolio yield of 5.61% for the three months ended March 31, 2010 decreased by 34 basis points from 5.95% for the same period in the prior year.
Interest expense. Interest expense decreased $242,000, or 7.8%, for the three months ended March 31, 2010, compared to the same period in the prior year. This decline in interest expense can be attributed to decreases in interest incurred on deposits and other borrowings of $231,000 and $67,000, respectively. This reduction in interest cost was mainly due to the rate paid on interest-bearing liabilities which declined by 89 basis points when comparing the two quarters.
Interest incurred on deposits, the largest component of the Company’s interest-bearing liabilities, declined $231,000, or 8.5%, for the three months ended March 31, 2010, compared to the same period in the prior year. This decrease was attributed to a decline in average rate paid on deposits of 2.19% for the three months ended March 31, 2010 from 3.11% for the same period in the prior year. The improvement in interest cost due to rate was partially offset by an increase in the average balance of interest-bearing deposits of $106.5 million, or 30.1%, to $460.5 million for the three months ended March 31, 2010, compared to $354.0 million for the same period in the prior year. This increase is reflected in the quarterly rate volume report presented below which depicts that the decrease to the costs associated with the interest-bearing liabilities. The Company diligently monitors the interest rates on its products as well as the rates being offered by its competition and utilizing rate surveys to keep its total interest expense costs down.

 

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Interest incurred on borrowed funds, declined by $11,000, for the three months ended March 31, 2010, compared with the same period in the prior year. This decline was primarily attributable to a reduction of $67,000 in interest paid on FHLB advances when compared to March 31, 2009. This decrease was partially offset by an increase in interest paid on short-term borrowing of $52,000 when compared to the same period in the prior year. This increase is the result of the Company borrowing $5.7 million in the fourth quarter of 2009 to fund its non-bank subsidiary.
Provision for loan losses. The provision for loan losses represents the charge to income necessary to adjust the allowance for loan losses to an amount that represents management’s assessment of the estimated probable incurred credit losses inherent in the loan portfolio. Each quarter management performs a review of estimated probable incurred credit losses in the loan portfolio. Based on this review, a provision for loan losses of $439,000 was recorded for the quarter ended March 31, 2010 compared to $154,000 for the quarter ended March 31, 2009. The provision for loan losses was higher for the current quarter due to increases in net charge-offs, increases in nonperforming and delinquent loans and the current distressed state of the economy. Nonperforming loans were $18.1 million, or 5.0% of total loans at March 31, 2010 compared with $14.7 million, or 4.2% at March 31, 2009. Net charge-offs were $97,000 for the quarter ended March 31, 2010 compared with $90,000 for the quarter ended March 31, 2009. Total loans were $359.7 million at March 31, 2010 compared with $326.7 million at March 31, 2009.
Non-interest income. Non-interest income decreased $15,000 for the three-month period of 2010 over the comparable 2009 period. This decrease was the result of lower service charge revenue associated with deposit accounts, as well as a decrease in the earnings rate on bank-owned life insurance. A nominal increase in other non-interest income was driven by greater ATM/Debit card usage and credit card fees. On February 22, 2010 the Company sold twenty-two mortgage-backed securities at a net gain of $9,000.
Non-interest expense. Non-interest expense of $3.6 million for the first quarter of 2010 was 18.8%, or $562,000, higher than the first quarter of 2009. The increase in salaries and employee benefits of $140,000 is primarily attributable to the growth of the Company and a 10% increase in employee health insurance premiums. FDIC premiums continue to increase and are $30,000 higher than they were for the same quarter last year. The Company is in the process of changing data processors and upgrading its computer network. These improvements have resulted in an increase of $75,000 in equipment expense when compared to March 31, 2010. Other expenses grew $289,000 over the 2009 quarter. Expenses related to delinquent loans, foreclosures and other real estate owned totaled $220,000 or 76.1% of the increase. Included in this total is the Company’s non-bank asset resolution subsidiary EMORECO which had $128,000 in loan and other real estate owned expenses as of March 31, 2010.
Provision for income taxes. The Company recognized $22,000 in income tax expense, which reflected an effective tax rate of 3.3% for the three months, ended March 31, 2010, as compared to $84,000 with an effective tax rate of 12.2% for the respective 2009 period. The decline in the tax provision can be associated with an increase in non-taxable income from obligations of states and political subdivisions of $146,000 or 32.6% when compared to the same quarter in the prior year.
CRITICAL ACCOUNTING ESTIMATES
The Company’s critical accounting estimates involving the more significant judgments and assumptions used in the preparation of the consolidated financial statements as of March 31, 2010, have remained unchanged from December 31, 2009.

 

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Average Balance Sheet and Yield/Rate Analysis. The following table sets forth, for the periods indicated, information concerning the total dollar amounts of interest income from interest-earning assets and the resultant average yields, the total dollar amounts of interest expense on interest-bearing liabilities and the resultant average costs, net interest income, interest rate spread and the net interest margin earned on average interest-earning assets. For purposes of this table, average balances are calculated using monthly averages and the average loan balances include non-accrual loans and exclude the allowance for loan losses, and interest income includes accretion of net deferred loan fees. Interest and yields on tax-exempt securities (tax-exempt for federal income tax purposes) are shown on a fully tax equivalent basis utilizing a federal tax rate of 34%. Yields and rates have been calculated on an annualized basis utilizing monthly interest amounts.
                                                 
    For the Three Months Ended March 31,  
    2010     2009  
    Average             Average     Average             Average  
(Dollar amounts in thousands)   Balance     Interest     Yield/Cost     Balance     Interest     Yield/Cost  
    (Dollars in thousands)     (Dollars in thousands)  
Interest-earning assets:
                                               
Loans receivable
  $ 356,239     $ 5,097       5.80 %   $ 323,330     $ 4,998       6.27 %
Investments securities (3)
    151,807       1,795       5.61 %     104,973       1,307       5.95 %
Interest-bearing deposits with other banks
    30,020       32       0.43 %     6,805       19       1.13 %
 
                                   
Total interest-earning assets
    538,066       6,924       5.45 %     435,108       6,324       6.11 %
 
                                       
Noninterest-earning assets
    38,144                       35,503                  
Total assets
  $ 576,210                     $ 470,611                  
 
                                           
Interest-bearing liabilities:
                                               
Interest-bearing demand deposits
    38,874       95       0.99 %   $ 27,722       61       0.89 %
Money market deposits
    60,491       279       1.87 %     28,796       151       2.12 %
Savings deposits
    113,593       427       1.53 %     71,406       246       1.40 %
Certificates of deposit
    247,559       1,684       2.76 %     226,107       2,259       4.05 %
Borrowings
    32,328       384       4.81 %     34,520       394       4.63 %
 
                                   
Total interest-bearing liabilities
    492,845       2,869       2.36 %     388,552       3,111       3.25 %
 
                                       
Noninterest-bearing liabilities
                                               
Other liabilities
    46,306                       47,100                  
Stockholders’ equity
    37,060                       34,959                  
Total liabilities and stockholders’ equity
  $ 576,210                     $ 470,611                  
 
                                           
Net interest income
          $ 4,055                     $ 3,213          
 
                                           
Interest rate spread (1)
                    3.09 %                     2.86 %
Net yield on interest-earning assets (2)
                    3.29 %                     3.21 %
Ratio of average interest-earning assets to average interest-bearing liabilities
                    109.18 %                     111.98 %
 
     
(1)   Interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.
 
(2)   Net yield on interest-earning assets represents net interest income as a percentage of average interest-earning assets.
 
(3)   Tax equivalent adjustments to interest income for tax-exempt securities was $305 and $234 for 2010 and 2009 respectively.

 

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Analysis of Changes in Net Interest Income. The following tables analyzes the changes in interest income and interest expense, between the three month periods ended March 31, 2010 and 2009, in terms of: (1) changes in volume of interest-earning assets and interest-bearing liabilities and (2) changes in yields and rates. The table reflects the extent to which changes in the Company’s interest income and interest expense are attributable to changes in rate (change in rate multiplied by prior period volume), changes in volume (changes in volume multiplied by prior period rate) and changes attributable to the combined impact of volume/rate (change in rate multiplied by change in volume). The changes attributable to the combined impact of volume/rate are allocated on a consistent basis between the volume and rate variances. Changes in interest income on securities reflects the changes in interest income on a fully tax-equivalent basis.
                         
    2010 versus 2009  
    Increase (decrease) due to  
(Dollar amounts in thousands)   Volume     Rate     Total  
    (Dollars in thousands)  
Interest-earning assets:
                       
Loans receivable
  $ 509     $ (410 )   $ 99  
Investments securities
    687       (199 )     488  
Interest-bearing deposits with other banks
    65       (52 )     13  
 
                 
Total interest-earning assets
    1,261       (661 )     600  
 
                       
Interest-bearing liabilities:
                       
Interest-bearing demand deposits
    25       9       34  
Money market deposits
    166       (37 )     129  
Savings deposits
    145       36       181  
Certificates of deposit
    214       (790 )     (576 )
Borrowings
    (25 )     15       (10 )
 
                 
Total interest-bearing liabilities
    525       (767 )     (242 )
 
                       
Net interest income
  $ 736     $ 106     $ 842  
 
                 
LIQUIDITY
Management’s objective in managing liquidity is maintaining the ability to continue meeting the cash flow needs of its customers, such as borrowings or deposit withdrawals, as well as its own financial commitments. The principal sources of liquidity are net income, loan payments, maturing and principal reductions on securities and sales of securities available for sale, federal funds sold and cash and deposits with banks. Along with its liquid assets, the Company has additional sources of liquidity available to ensure that adequate funds are available as needed. These include, but are not limited to, the purchase of federal funds, and the ability to borrow funds under line of credit agreements with correspondent banks and a borrowing agreement with the Federal Home Loan Bank of Cincinnati, Ohio and the adjustment of interest rates to obtain depositors. Management feels that it has the capital adequacy, profitability and reputation to meet the current and projected needs of its customers.
For the three months ended March 31, 2010, the adjustments to reconcile net income to net cash from operating activities consisted mainly of depreciation and amortization of premises and equipment, the provision for loan losses, net amortization of securities and net changes in other assets and liabilities. For a more detailed illustration of sources and uses of cash, refer to the condensed consolidated statements of cash flows.
INFLATION
Substantially all of the Company’s assets and liabilities relate to banking activities and are monetary in nature. The consolidated financial statements and related financial data are presented in accordance with U.S. Generally Accepted Accounting Principles. GAAP currently requires the Company to measure the financial position and results of operations in terms of historical dollars, with the exception of securities available for sale, impaired loans and other real estate loans that are measured at fair value. Changes in the value of money due to rising inflation can cause purchasing power loss.
Management’s opinion is that movements in interest rates affect the financial condition and results of operations to a greater degree than changes in the rate of inflation. It should be noted that interest rates and inflation do affect each other, but do not always move in correlation with each other. The Company’s ability to match the interest sensitivity of its financial assets to the interest sensitivity of its liabilities in its asset/liability management may tend to minimize the effect of changes in interest rates on the Company’s performance.

 

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REGULATORY MATTERS
The Company is subject to the regulatory requirements of The Federal Reserve System as a multi-bank holding company. The affiliate banks are subject to regulations of the Federal Deposit Insurance Corporation (FDIC) and the State of Ohio, Division of Financial Institutions.
Effective February 11, 2010, the Board of Directors of the Company’s subsidiary, EB, entered into a Memorandum of Understanding (“MOU”) with the FDIC and the Ohio Division of Financial Institutions as a result of the joint examination by the FDIC and the Ohio Division of Financial Institutions completed in the fourth quarter of 2009. The MOU sets forth certain actions required to be taken by management of EB to rectify unsatisfactory conditions identified by the federal and state banking regulators that relate to EB’s concentration of credit for non-owner occupied 1 — 4 family residential mortgage loans. The MOU requires EB to reduce delinquent and classified loans and enhance credit administration for non-owner occupied residential real estate; to develop specific plans for the reduction of borrower indebtedness on classified and delinquent credits; to correct violations of laws and regulations listed in the joint examination report; to implement an earnings improvement plan; to maintain specified capital discussed below; to submit to the FDIC and the Ohio Division of Financial Institutions for review and comment a revised methodology for calculating and determining the adequacy of the allowance for loan losses; and to provide 30 days’ advance notification of proposed dividend payments.
Compliance with the terms of the MOU is a high priority for the Company. In anticipation of the requirements that would be imposed by the MOU executed February 11, 2010, management devoted significant resources to the preceding matters during the fiscal year ended December 31, 2009, and intends to continue to do so during 2010. Specific actions taken included the evaluation and reorganization of lending and credit administration personnel, retention of collection and workout personnel, and the sale of $4.6 million of nonperforming assets to a sister, nonbank-asset resolution subsidiary established late in the fourth quarter of 2009. In 2009, the Company invested $1.25 million in EB in the form of capital infusions to maintain Tier I capital at the level expected by the FDIC and the Ohio Division of Financial Institutions.
The MOU requires that EB submit plans and report to the Ohio Division of Financial Institutions and the FDIC regarding EB’s loan portfolio and profit plan, among other matters. The MOU also requires that the Bank maintain its Tier I Leverage Capital ratio at not less than 9 percent.
The following table sets forth the capital requirements for EB under the FDIC regulations and EB’s capital ratios at March 31, 2010 and December 31, 2009:
FDIC Regulations
                                 
    Adequately                     December 31,  
Capital Ratio   Capitalized     Well Capitalized     March 31, 2010     2009  
 
                               
Tier I Leverage Capital
    4.00 %     5.00 %(1)     9.38 %     10.29 %
Risk-Based Capital:
                               
Tier I
    4.00       6.00       13.39       13.63  
Total
    8.00       10.00       14.67       14.91  
     
(1)   9 percent required by the MOU.
REGULATORY CAPITAL REQUIREMENTS
The Company is subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings and other factors and the regulators can lower classifications in certain cases. Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the company’s operations.
The prompt corrective action regulations provide five classifications, including well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion and plans for capital restoration are required.

 

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The following table illustrates the Company’s risk-weighted capital ratios at March 31, 2010:
                                                 
    Middlefield Banc Corp.     The Middlefield Banking Co.     Emerald Bank  
    March 31,     March 31,     March 31,  
    2010     2010     2010  
(Dollar amounts in thousands)   Amount     Ratio     Amount     Ratio     Amount     Ratio  
 
                                               
Total Capital
                                               
(to Risk-weighted Assets)
                                               
 
                                               
Actual
  $ 44,312       11.49     $ 35,399       10.66     $ 7,041       14.67  
For Capital Adequacy Purposes
    30,858       8.00       26,554       8.00       3,839       8.00  
To Be Well Capitalized
    38,573       10.00       33,193       10.00       4,799       10.00  
 
                                               
Tier I Capital
                                               
(to Risk-weighted Assets)
                                               
 
                                               
Actual
  $ 39,485       10.24     $ 31,979       9.63 %   $ 6,425       13.39  
For Capital Adequacy Purposes
    15,429       4.00       13,277       4.00       1,920       4.00  
To Be Well Capitalized
    23,144       6.00       19,916       6.00       2,879       6.00  
 
                                               
Tier I Capital
                                               
(to Average Assets)
                                               
 
                                               
Actual
  $ 39,485       6.94     $ 31,979       6.48     $ 6,425       9.38  
For Capital Adequacy Purposes
    22,762       4.00       19,746       4.00       2,741       4.00  
To Be Well Capitalized
    28,453       5.00       24,683       5.00       3,427       5.00  
Item 3.   Quantitative and Qualitative Disclosures about Market Risk
ASSET AND LIABILITY MANAGEMENT
The primary objective of the Company’s asset and liability management function is to maximize the Company’s net interest income while simultaneously maintaining an acceptable level of interest rate risk given the Company’s operating environment, capital and liquidity requirements, performance objectives and overall business focus. The principal determinant of the exposure of the Company’s earnings to interest rate risk is the timing difference between the repricing and maturity of interest-earning assets and the repricing or maturity of its interest-bearing liabilities. The Company’s asset and liability management policies are designed to decrease interest rate sensitivity primarily by shortening the maturities of interest-earning assets while at the same time extending the maturities of interest-bearing liabilities. The Board of Directors of the Company continues to believe in strong asset/liability management in order to insulate the Company from material losses as a result of prolonged increases in interest rates. As a result of this policy, the Company emphasizes a larger, more diversified portfolio of residential mortgage loans in the form of mortgage-backed securities. Mortgage-backed securities generally increase the quality of the Company’s assets by virtue of the insurance or guarantees that back them, are more liquid than individual mortgage loans and may be used to collateralize borrowings or other obligations of the Company.
The Company’s Board of Directors has established an Asset and Liability Management Committee consisting of four outside directors, the President and Chief Executive Officer, Executive/Vice President/ Chief Operating Officer, Senior Vice President/Chief Financial Officer and Senior Vice President/Commercial Lending. This committee, which meets quarterly, generally monitors various asset and liability management policies and strategies, which were implemented by the Company over the past few years. These strategies have included: (i) an emphasis on the investment in adjustable-rate and shorter duration mortgage-backed securities; (ii) an emphasis on the origination of single-family residential adjustable-rate mortgages (ARMs), residential construction loans and commercial real estate loans, which generally have adjustable or floating interest rates and/or shorter maturities than traditional single-family residential loans, and consumer loans, which generally have shorter terms and higher interest rates than mortgage loans; (iii) increase the duration of the liability base of the Company by extending the maturities of savings deposits, borrowed funds and repurchase agreements.
The Company has established the following guidelines for assessing interest rate risk:
Net interest income simulation. Given a 200 basis point parallel and gradual increase or decrease in market interest rates, net interest income may not change by more than 10% for a one-year period.

 

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Portfolio equity simulation. Portfolio equity is the net present value of the Company’s existing assets and liabilities. Given a 200 basis point immediate and permanent increase or decrease in market interest rates, portfolio equity may not correspondingly decrease or increase by more than 20% of stockholders’ equity.
The following table presents the simulated impact of a 200 basis point upward and a 200 basis point downward shift of market interest rates on net interest income and the change in portfolio equity. This analysis was done assuming that the interest-earning asset and interest-bearing liability levels at March 31, 2010 remained constant. The impact of the market rate movements was developed by simulating the effects of rates changing gradually over a one-year period from the March 31, 2010 levels for net interest income. The impact of market rate movements was developed by simulating the effects of an immediate and permanent change in rates at March 31, 2010 for portfolio equity:
                 
    Increase     Decrease  
    200 Basis Points     200 Basis Points  
 
               
Net interest income — increase (decrease)
    (1.55 )%     5.35 %
 
               
Portfolio equity — increase (decrease)
    (19.42 )%     (5.02 )%
Item 4.   Controls and Procedures
Controls and Procedures Disclosure
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Corporation’s reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
As of the end of the period covered by this quarterly report, an evaluation was carried out under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(e) and 15d-14(e) under the Securities Exchange Act of 1934). Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are, to the best of their knowledge, effective to ensure that information required to be disclosed by the Corporation in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Subsequent to the date of their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that there were no significant changes in internal control or in other factors that could significantly affect its internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.
A material weakness is a significant deficiency (as defined in Public Company Accounting Oversight Board Auditing Standard No. 2), or a combination of significant deficiencies, that results in there being more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by management or employees in the normal course of performing their assigned functions.
Changes in Internal Control over Financial Reporting
There have not been any changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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PART II — OTHER INFORMATION
Item 1.   Legal Proceedings
None
Item 1a.   There are no material changes to the risk factors set forth in Part I, Item 1A, “Risk Factors,” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009. Please refer to that section for disclosures regarding the risks and uncertainties related to the Company’s business.
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3.   Defaults by the Company on its senior securities
None
Item 4.   Reserved
Item 5.   Other information
None
Item 6.   Exhibits
Exhibit list for Middlefield Banc Corp.’s Form 10-Q Quarterly Report for the Period Ended March 31, 2010
         
exhibit        
number   description   location
3.1
  Second Amended and Restated Articles of Incorporation of Middlefield Banc Corp., as amended   Incorporated by reference to Exhibit 3.1 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2005, filed on March 29, 2006
 
       
3.2
  Regulations of Middlefield Banc Corp.   Incorporated by reference to Exhibit 3.2 of Middlefield Banc Corp.’s registration statement on Form 10 filed on April 17, 2001
 
       
4.0
  Specimen stock certificate   Incorporated by reference to Exhibit 4 of Middlefield Banc Corp.’s registration statement on Form 10 filed on April 17, 2001
 
       
4.1
  Amended and Restated Trust Agreement, dated as of December 21, 2006, between Middlefield Banc Corp., as Depositor, Wilmington Trust Company, as Property trustee, Wilmington Trust Company, as Delaware Trustee, and Administrative Trustees   Incorporated by reference to Exhibit 4.1 of Middlefield Banc Corp.’s Form 8-K Current Report filed on December 27, 2006
 
       
4.2
  Junior Subordinated Indenture, dated as of December 21, 2006, between Middlefield Banc Corp. and Wilmington Trust Company   Incorporated by reference to Exhibit 4.2 of Middlefield Banc Corp.’s Form 8-K Current Report filed on December 27, 2006
 
       
4.3
  Guarantee Agreement, dated as of December 21, 2006, between Middlefield Banc Corp. and Wilmington Trust Company   Incorporated by reference to Exhibit 4.3 of Middlefield Banc Corp.’s Form 8-K Current Report filed on December 27, 2006

 

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exhibit        
number   description   location
10.1.0
*   1999 Stock Option Plan of Middlefield Banc Corp.   Incorporated by reference to Exhibit 10.1 of Middlefield Banc Corp.’s registration statement on Form 10 filed on April 17, 2001
 
         
10.1.1
*   2007 Omnibus Equity Plan   Incorporated by reference to Middlefield Banc Corp.’s definitive proxy statement for the 2008 Annual Meeting of Shareholders, Appendix A, filed on April 7, 2008
 
         
10.2
*   Severance Agreement between Middlefield Banc Corp. and Thomas G. Caldwell, dated January 7, 2008   Incorporated by reference to Exhibit 10.2 of Middlefield Banc Corp.’s Form 8-K Current Report filed on January 9, 2008
 
         
10.3
*   Severance Agreement between Middlefield Banc Corp. and James R. Heslop, II, dated January 7, 2008   Incorporated by reference to Exhibit 10.3 of Middlefield Banc Corp.’s Form 8-K Current Report filed on January 9, 2008
 
         
10.4.0
*   Severance Agreement between Middlefield Banc Corp. and Jay P. Giles, dated January 7, 2008   Incorporated by reference to Exhibit 10.4 of Middlefield Banc Corp.’s Form 8-K Current Report filed on January 9, 2008
 
         
10.4.1
*   Severance Agreement between Middlefield Banc Corp. and Teresa M. Hetrick, dated January 7, 2008   Incorporated by reference to Exhibit 10.4.1 of Middlefield Banc Corp.’s Form 8-K Current Report filed on January 9, 2008
 
         
10.4.2
*   Severance Agreement between Middlefield Banc Corp. and Jack L. Lester, dated January 7, 2008   Incorporated by reference to Exhibit 10.4.2 of Middlefield Banc Corp.’s Form 8-K Current Report filed on January 9, 2008
 
         
10.4.3
*   Severance Agreement between Middlefield Banc Corp. and Donald L. Stacy, dated January 7, 2008   Incorporated by reference to Exhibit 10.4.3 of Middlefield Banc Corp.’s Form 8-K Current Report filed on January 9, 2008
 
         
10.4.4
*   Severance Agreement between Middlefield Banc Corp. and Alfred F. Thompson Jr., dated January 7, 2008   Incorporated by reference to Exhibit 10.4.4 of Middlefield Banc Corp.’s Form 8-K Current Report filed on January 9, 2008
 
         
10.5
    Federal Home Loan Bank of Cincinnati Agreement for Advances and Security Agreement dated September 14, 2000   Incorporated by reference to Exhibit 10.4 of Middlefield Banc Corp.’s registration statement on Form 10 filed on April 17, 2001
 
         
10.6
*   Amended Director Retirement Agreement with Richard T. Coyne   Incorporated by reference to Exhibit 10.6 of Middlefield Banc Corp.’s Form 8-K Current Report filed on January 9, 2008
 
         
10.7
*   Amended Director Retirement Agreement with Frances H. Frank   Incorporated by reference to Exhibit 10.7 of Middlefield Banc Corp.’s Form 8-K Current Report filed on January 9, 2008
 
         
10.8
*   Amended Director Retirement Agreement with Thomas C. Halstead   Incorporated by reference to Exhibit 10.8 of Middlefield Banc Corp.’s Form 8-K Current Report filed on January 9, 2008
 
         
10.9
*   Director Retirement Agreement with George F. Hasman   Incorporated by reference to Exhibit 10.9 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year Ended December 31, 2001, filed on March 28, 2002

 

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exhibit        
number   description   location
10.10*
  Director Retirement Agreement with Donald D. Hunter   Incorporated by reference to Exhibit 10.10 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year Ended December 31, 2001, filed on March 28, 2002
 
       
10.11*
  Director Retirement Agreement with Martin S. Paul   Incorporated by reference to Exhibit 10.11 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year Ended December 31, 2001, filed on March 28, 2002
 
       
10.12*
  Amended Director Retirement Agreement with Donald E. Villers   Incorporated by reference to Exhibit 10.12 of Middlefield Banc Corp.’s Form 8-K Current Report filed on January 9, 2008
 
       
10.13*
  Executive Survivor Income Agreement (aka DBO agreement [death benefit only]) with Donald L. Stacy   Incorporated by reference to Exhibit 10.14 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year Ended December 31, 2003, filed on March 30, 2004
 
       
10.14*
  DBO Agreement with Jay P. Giles   Incorporated by reference to Exhibit 10.15 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year Ended December 31, 2003, filed on March 30, 2004
 
       
10.15*
  DBO Agreement with Alfred F. Thompson Jr.   Incorporated by reference to Exhibit 10.16 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year Ended December 31, 2003, filed on March 30, 2004
 
       
10.16*
  Reserved    
 
       
10.17*
  DBO Agreement with Theresa M. Hetrick   Incorporated by reference to Exhibit 10.18 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year Ended December 31, 2003, filed on March 30, 2004
 
       
10.18*
  DBO Agreement with Jack L. Lester   Incorporated by reference to Exhibit 10.19 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year Ended December 31, 2003, filed on March 30, 2004
 
       
10.19*
  DBO Agreement with James R. Heslop, II   Incorporated by reference to Exhibit 10.20 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year Ended December 31, 2003, filed on March 30, 2004
 
       
10.20*
  DBO Agreement with Thomas G. Caldwell   Incorporated by reference to Exhibit 10.21 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year Ended December 31, 2003, filed on March 30, 2004
 
       
10.21*
  Form of Indemnification Agreement with directors of Middlefield Banc Corp. and with executive officers of Middlefield Banc Corp. and The Middlefield Banking Company   Incorporated by reference to Exhibit 99.1 of Middlefield Banc Corp.’s registration statement on Form 10, Amendment No. 1, filed on June 14, 2001

 

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exhibit        
number   description   location
10.22
*   Annual Incentive Plan Summary   Incorporated by reference to the summary description of the annual incentive plan included as Exhibit 10.22 of Middlefield Banc Corp.’s Form 8-K Current Report filed on December 16, 2005
 
         
10.23
*   Amended Executive Deferred Compensation Agreement with Thomas G. Caldwell   Incorporated by reference to Exhibit 10.23 of Middlefield Banc Corp.’s Form 8-K Current Report filed on May 9, 2008
 
         
10.24
*   Amended Executive Deferred Compensation Agreement with James R. Heslop, II   Incorporated by reference to Exhibit 10.24 of Middlefield Banc Corp.’s Form 8-K Current Report filed on May 9, 2008
 
         
10.25
*   Amended Executive Deferred Compensation Agreement with Donald L. Stacy   Incorporated by reference to Exhibit 10.25 of Middlefield Banc Corp.’s Form 8-K Current Report filed on May 9, 2008
 
         
31.1
    Rule 13a-14(a) certification of Chief Executive Officer   filed herewith
 
         
31.2
    Rule 13a-14(a) certification of Chief Financial Officer   filed herewith
 
         
32
    Rule 13a-14(b) certification   filed herewith
 
         
99
    Report of independent registered public accounting firm   filed herewith
     
*   management contract or compensatory plan or arrangement

 

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(MBC LOGO)
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned and hereunto duly authorized.
             
    MIDDLEFIELD BANC CORP.    
 
           
Date: May 13, 2010
  By:   /s/ Thomas G. Caldwell
 
Thomas G. Caldwell
   
 
      President and Chief Executive Officer    
 
           
Date: May 13, 2010
  By:   /s/ Donald L. Stacy
 
Donald L. Stacy
   
 
      Principal Financial and Accounting Officer    

 

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