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MIDDLEFIELD BANC CORP - Quarter Report: 2012 June (Form 10-Q)

mbc_10q-063012.htm
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20552
       
FORM 10 - Q
       
x      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
       
For the quarterly period ended June 30, 2012
 
Commission File Number 000-32561
       
       
Middlefield Banc Corp.
(Exact name of registrant as specified in its charter)
 
Ohio   34 - 1585111
(State or other jurisdiction of incorporation or organization)    (IRS Employer Identification No.)
     
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 [] NO [ ]
 
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 [√] NO [ ]
 
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 [ ] Accelerated filer [ ] Non-accelerated filer [ ] Small reporting company []
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   YES [ ] NO []
 
State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practical date:
 
Class: Common Stock, without par value Outstanding at August 14, 2012: 1,977,321
 
 
1

 
 
MIDDLEFIELD BANC CORP.
 
INDEX
 
    Page
Number
     
PART I - FINANCIAL INFORMATION  
     
Item 1.
Financial Statements
 
     
 
Consolidated Balance Sheet (Unaudited) as of June 30, 2012 and December 31, 2011
 
     
 
Consolidated Statement of Income (Unaudited) for the Three and Six Months ended June 30, 2012 and 2011
 
     
 
Consolidated Statement of Comprehensive Income (Unaudited) for the Three and Six Months ended June 30, 2012
 
     
 
Consolidated Statement of Changes in Stockholders' Equity (Unaudited) for the Six Months ended June 30, 2012
     
 
Consolidated Statement of Cash Flows (Unaudited) for the Six Months ended June 30, 2012 and 2011
 
     
 
Notes to Unaudited Consolidated Financial Statements
 
     
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
 
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
     
Item 4.
Controls and Procedures
 
     
PART II - OTHER INFORMATION  
     
Item 1.
Legal Proceedings
 
     
Item 1A.
Risk Factors
 
     
Item 2.
Unregistered sales of equity securities and use of proceeds
     
Item 3.
Default Upon Senior Securities
 
     
Item 4.
Mine Safety Disclosures
 
     
Item 5.
Other Information
 
     
Item 6.
Exhibits and Reports on Form 8 - K
 
     
SIGNATURES  
     
Exhibit 31.1  
Exhibit 31.2  
Exhibit 32  
 
 
2

 
 
MIDDLEFIELD BANC CORP.
CONSOLIDATED BALANCE SHEET
(Dollar amounts in thousands)
(Unadited)
 
   
June 30,
2012
   
December 31
2011
 
ASSETS
           
Cash and due from banks
  $ 30,908     $ 15,730  
Federal funds sold
    11,953       18,660  
Cash and cash equivalents
    42,861       34,390  
Investment securities available for sale
    173,446       193,977  
Loans
    410,868       401,880  
Less allowance for loan losses
    7,752       6,819  
Net loans
    403,116       395,061  
Premises and equipment
    8,598       8,264  
Goodwill
    4,559       4,559  
Bank-owned life insurance
    8,394       8,257  
Accrued interest and other assets
    8,866       10,043  
                 
TOTAL ASSETS
  $ 649,840     $ 654,551  
                 
LIABILITIES
               
Deposits:
               
Noninterest-bearing demand
  $ 65,969     $ 63,348  
Interest-bearing demand
    61,935       55,853  
Money market
    67,533       75,621  
Savings
    171,150       167,207  
Time
    205,142       218,933  
Total deposits
    571,729       580,962  
Short-term borrowings
    6,959       7,392  
Other borrowings
    16,363       16,831  
Accrued interest and other liabilities
    1,631       2,113  
TOTAL LIABILITIES
    596,682       607,298  
                 
STOCKHOLDERS' EQUITY
               
Common stock, no par value; 10,000,000 shares authorized, 2,166,851 and 1,951,869 shares issued
    33,944       31,240  
Retained earnings
    20,399       18,206  
Accumulated other comprehensive income
    5,549       4,541  
Treasury stock, at cost; 189,530 shares
    (6,734 )     (6,734 )
TOTAL STOCKHOLDERS' EQUITY
    53,158       47,253  
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $ 649,840     $ 654,551  
 
See accompanying unaudited notes to the consolidated financial statements.
 
 
3

 
 
MIDDLEFIELD BANC CORP.
CONSOLIDATED STATEMENT OF INCOME
(Dollar amounts in thousands, except per share data)
(Unaudited)
 
   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
    2012     2011     2012    
2011
 
INTEREST INCOME
                       
Interest and fees on loans
  $ 5,641     $ 5,399     $ 11,178     $ 10,700  
Interest-bearing deposits in other institutions
    8       2       12       4  
Federal funds sold
    4       4       7       13  
Investment securities:
                               
Taxable interest
    791       1,289       1,706       2,612  
Tax-exempt interest
    753       702       1,500       1,400  
Dividends on stock
    26       25       52       51  
Total interest income
    7,223       7,421       14,455       14,780  
INTEREST EXPENSE
                               
Deposits
    1,434       2,004       2,931       4,041  
Short-term borrowings
    99       59       158       118  
Other borrowings
    82       104       166       213  
Trust preferred securities
    31       137       77       273  
Total interest expense
    1,646       2,304       3,332       4,645  
NET INTEREST INCOME
    5,577       5,117       11,123       10,135  
Provision for loan losses
    450       700       1,050       1,565  
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
    5,127       4,417       10,073       8,570  
NONINTEREST INCOME
                               
Service charges on deposit accounts
    471       416       902       844  
Investment securities gains (losses), net
    296       (37 )     296       (22 )
Earnings on bank-owned life insurance
    69       66       137       139  
Other income
    181       149       476       332  
Total noninterest income
    1,017       594       1,811       1,293  
NONINTEREST EXPENSE
                               
Salaries and employee benefits
    1,800       1,944       3,550       3,634  
Occupancy expense
    222       223       470       495  
Equipment expense
    201       155       371       313  
Data processing costs
    191       173       390       353  
Ohio state franchise tax
    128       97       257       225  
Federal deposit insurance expense
    258       272       501       497  
Professional fees
    186       185       400       396  
Losses on other real estate owned
    32       323       50       303  
Other expense
    1,023       920       1,834       1,781  
Total noninterest expense
    4,041       4,292       7,823       7,997  
Income before income taxes
    2,103       719       4,061       1,866  
Income taxes (benefit)
    463       (1 )     898       144  
NET INCOME
  $ 1,640     $ 720     $ 3,163     $ 1,722  
EARNINGS PER SHARE
                               
Basic
  $ 0.85     $ 0.44     $ 1.72     $ 1.05  
Diluted
    0.85       0.44       1.72       1.05  
DIVIDENDS DECLARED PER SHARE
  $ 0.26     $ 0.26     $ 0.52     $ 0.52  
 
See accompanying notes to the unaudited consolidated financial statements.
 
 
4

 
 
MIDDLEFIELD BANC CORP.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(Dollar amounts in thousands)
(Unaudited)
 
   
Three Months Ended
June 30
   
Six Months Ended
June 30
 
    2012     2011     2012     2011  
Net income
  $ 1,640     $ 720     $ 3,163     $ 1,722  
Other comprehensive income:
                               
Net unrealized holding gain on available for sale securities
    1,884       3,754       1,824       3,508  
Tax effect
    (640 )     (1,252 )     (620 )     (1,170 )
Reclassification adjustment for (gains) losses included in net income
    (296 )     37       (296 )     22  
Tax effect
    100       (12 )     100       (7 )
Total other comprehensive income
    1,048       2,527       1,008       2,353  
Comprehensive income
  $ 2,688     $ 3,247     $ 4,171     $ 4,075  
 
See accompanying notes to the unaudited consolidated financial statements.
 
 
5

 
 
MIDDLEFIELD BANC CORP.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(Dollar amounts in thousands, except dividend per share amount)
(Unaudited)
 
   
Common
Stock
   
Retained
Earnings
   
Accumulated
Other
Comprehensive
Income
   
Treasury Stock
   
Total
Stockholders'
Equity
 
Balance, December 31, 2011
  $ 31,240     $ 18,206     $ 4,541     $ (6,734 )   $ 47,253  
Net income
            3,163                       3,163  
Comprehensive income
                    1,008               1,008  
Stock-based compensation expense (1,722 shares)
    32                               32  
Common stock issuance (196,635 shares), net of issuance costs of $816,446
    2,329                               2,329  
Dividend reinvestment and purchase plan (16,625 shares)
    343                               343  
Cash dividends ($0.52 per share)
            (970 )                     (970 )
Balance, June 30, 2012
  $ 33,944     $ 20,399     $ 5,549     $ (6,734 )   $ 53,158  
 
See accompanying notes to the unaudited consolidated financial statements.
 
 
6

 
 
MIDDLEFIELD BANC CORP.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollar amounts in thousands)
(Unaudited)
 
   
Six Months Ended
June 30,
 
    2012     2011  
OPERATING ACTIVITIES
           
Net income
  $ 3,163     $ 1,722  
Adjustments to reconcile net income to net cash provided by operating activities:
         
Provision for loan losses
    1,050       1,565  
Investment securities (gains) losses, net
    (296 )     22  
Depreciation and amortization
    442       425  
Amortization of premium and discount on investment securities
    477       151  
Amortization of deferred loan fees, net
    (93 )     (80 )
Earnings on bank-owned life insurance
    (137 )     (139 )
Deferred income taxes
    (58 )     (329 )
Stock-based compensation expense
    32       59  
Losses on other real estate owned
    50       303  
Gain on sale of loans
    (85 )     -  
Decrease in accrued interest receivable
    111       118  
Decrease in accrued interest payable
    (97 )     (35 )
Decrease in prepaid federal deposit insurance
    422       423  
Other, net
    (473 )     (715 )
Net cash provided by operating activities
    4,508       3,490  
                 
INVESTING ACTIVITIES
               
Investment securities available for sale:
               
Proceeds from repayments and maturities
    34,731       21,260  
Proceeds from sale of securities
    21,804       10,072  
Purchases
    (34,657 )     (19,989 )
Increase in loans, net
    (9,328 )     (14,080 )
Proceeds from the sale of other real estate owned
    476       414  
Purchase of premises and equipment
    (631 )     (66 )
Net cash provided by (used for) investing activities
    12,395       (2,389 )
                 
FINANCING ACTIVITIES
               
Net (decrease) increase in deposits
    (9,233 )     4,494  
Decrease in short-term borrowings, net
    (433 )     (845 )
Repayment of other borrowings
    (468 )     (627 )
Common stock issuance
    2,329       716  
Proceeds from dividend reinvestment & purchase plan
    343       281  
Cash dividends
    (970 )     (850 )
Net cash (used for) provided by financing activities
    (8,432 )     3,169  
                 
Increase in cash and cash equivalents
    8,471       4,270  
                 
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    34,390       30,635  
                 
CASH AND CASH EQUIVALENTS AT END OF PERIOD
  $ 42,861     $ 34,904  
                 
SUPPLEMENTAL INFORMATION
               
Cash paid during the year for:
               
Interest on deposits and borrowings
  $ 3,429     $ 4,681  
Income taxes
    950       515  
                 
Non-cash investing transactions:
               
Transfers from loans to other real estate owned
  $ 316     $ 560  
 
See accompanying notes to the unaudited consolidated financial statements.
 
 
7

 

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, 2011, 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 consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included with Middlefield’s Form 10-K for the year ended December 31, 2011 (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 May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820):  Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.  The amendments in this Update result in common fair value measurement and disclosure requirements in U.S. GAAP and IFRSs.  Consequently, the amendments change the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements.  The amendments in this Update are to be applied prospectively.  For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011.  For nonpublic entities, the amendments are effective for annual periods beginning after December 15, 2011.  Early application by public entities is not permitted. The Company has provided the necessary disclosures in Note 4.
 
In June 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220):  Presentation of Comprehensive Income.  The amendments in this Update improve the comparability, clarity, consistency, and transparency of financial reporting and increase the prominence of items reported in other comprehensive income.  To increase the prominence of items reported in other comprehensive income and to facilitate convergence of U.S. GAAP and IFRS, the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity was eliminated.  The amendments require that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements.  In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income, and the total of comprehensive income.  All entities that report items of comprehensive income, in any period presented, will be affected by the changes in this Update.  For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011.  For nonpublic entities, the amendments are effective for fiscal years ending after December 15, 2012, and interim and annual periods thereafter.  The amendments in this Update should be applied retrospectively, and early adoption is permitted. The Company has provided the necessary disclosure in the Consolidated Statement of Comprehensive Income.
 
 
8

 
 
In September 2011, the FASB issued ASU 2011-08, Intangibles – Goodwill and Other Topics (Topic 350), Testing Goodwill for Impairment.  The objective of this Update is to simplify how entities, both public and nonpublic, test goodwill for impairment.  The amendments in the Update permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350.  The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent.  Under the amendments in this Update, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount.  The amendments in this Update apply to all entities, both public and nonpublic, that have goodwill reported in their financial statements and are effective for interim and annual goodwill impairment tests performed for fiscal years beginning after December 15, 2011.  Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance.  This ASU did not have a significant impact on the Company’s financial statements.
 
In December 2011, the FASB issued ASU 2011-11, Balance Sheet (Topic 210):  Disclosures about Offsetting Assets and Liabilities.  The amendments in this Update affect all entities that have financial instruments and derivative instruments that are either (1) offset in accordance with either Section 210-20-45 or Section 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement.  The requirements amend the disclosure requirements on offsetting in Section 210-20-50.  This information will enable users of an entity's financial statements to evaluate the effect or potential effect of netting arrangements on an entity's financial position, including the effect or potential effect of rights of setoff associated with certain financial instruments and derivative instruments in the scope of this Update.  An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods.  An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented.  This ASU is not expected to have a significant impact on the Company’s financial statements.
 
In December 2011, the FASB issued ASU 2011-12, Comprehensive Income (Topic 220):  Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05.  In order to defer only those changes in Update 2011-05 that relate to the presentation of reclassification adjustments, the paragraphs in this Update supersede certain pending paragraphs in Update 2011-05.  Entities should continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect before Update 2011-05.  All other requirements in Update 2011-05 are not affected by this Update, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. Public entities should apply these requirements for fiscal years, and interim periods within those years, beginning after December 15, 2011. Nonpublic entities should begin applying these requirements for fiscal years ending after December 15, 2012, and interim and annual periods thereafter.  This ASU is not expected to have a significant impact on the Company’s financial statements.
 
 
9

 
 
NOTE 2 - STOCK-BASED COMPENSATION
 
The Company has no unvested stock options outstanding and no unrecognized stock-based compensation costs outstanding as of June 30, 2012.
 
Stock option activity during the six months ended June 30, 2012 and 2011 is as follows:
 
    2012     Weighted-average Exercise Price     2011     Weighted-average Exercise Price  
                         
Outstanding, January 1
  $ 88,774       26.81       89,077     $ 27.87  
Granted
    -       -       9,000       17.55  
Exercised
    -       -       -       -  
Forfeited
    (420 )     36.86       (7,549 )     29.22  
Outstanding, June 30
    88,354       26.76       90,528       26.73  
 
 
10

 
 
NOTE 3 - EARNINGS PER SHARE
 
The Company provides dual presentation of Basic and Diluted earnings per share.  Basic earnings per share uses net income as reported as the numerator and the actual average shares outstanding as the denominator.  Diluted earnings per share includes any dilutive effects of options, warrants, and convertible securities.
 
There are no convertible securities that would affect the denominator in calculating basic and diluted earnings per share. 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
June 30,
   
For the Six
Months Ended
June 30,
 
   
2012
   
2011
   
2012
   
2011
 
Weighted average common shares outstanding
    2,108,863       1,837,301       2,031,187       1,824,431  
Average treasury stock shares
    (189,530 )     (189,530 )     (189,530 )     (189,530 )
Weighted average common shares and common stock equivalents used to calculate basic earnings per share
    1,919,333       1,647,771       1,841,657       1,634,901  
Additional common stock equivalents (stock options) used to calculate diluted earnings per share
    1,872       149       1,208       75  
Weighted average common shares and common stock equivalents used to calculate diluted earnings per share
    1,921,205       1,647,920       1,842,865       1,634,976  
 
Options to purchase 88,354 shares of common stock, at prices ranging from $17.55 to $40.24, were outstanding during the three and six months ended June 30, 2012.  Of those options, 9,000 were considered dilutive based on the market price exceeding the strike price.  The remaining 79,354 options had no dilutive effect on the earnings per share.
 
During the three and six months ended June 30, 2011, the remaining options to purchase 81,528 shares of common stock at prices ranging from $22.33 to $40.24 were outstanding 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 average market price for the six months ended June 30, 2011. Total options to purchase shares of common stock were 90,528 at prices ranging from $17.55 to $40.24 for the six months ended June 30, 2011.
 
 
11

 

NOTE 4 - 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. The three broad levels defined by U.S. generally accepted accounting principles are as follows:
 
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 observability 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.
 
The following tables present the assets measured on a recurring basis on the Consolidated Balance Sheet at their fair value as of June 30, 2012 and December 31, 2011 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.
 
         
June 30, 2012
       
                   
   
Level I
    Level II     Level III    
Total
 
(Dollar amounts in thousands)
                       
                         
Assets Measured on a Recurring Basis:
                       
U.S. government agency securities
  $ -     $ 13,572     $ -     $ 13,572  
Obligations of states and political subdivisions
    -       88,587       -       88,587  
Mortgage-backed securities in government-sponsored entities
            64,274               64,274  
Private-label mortgage-backed securities
    -       6,262       -       6,262  
Total debt securities
    -       172,695       -       172,695  
Equity securities in financial institutions
    5       746       -       751  
Total
  $ 5     $ 173,441     $ -     $ 173,446  
 
 
12

 
 
          December 31, 2011        
                   
   
Level I
   
Level II
   
Level III
   
Total
 
Assets Measured on a Recurring Basis:
                       
U.S. government agency securities
  $ -     $ 31,933     $ -     $ 31,933  
Obligations of states and political subdivisions
    -       88,400       -       88,400  
Mortgage-backed securities in government-sponsored entities
            65,573       -       65,573  
Private-label mortgage-backed securities
    -       7,321       -       7,321  
Total debt securities
    -       193,227       -       193,227  
Equity securities in financial institutions
    5       745       -       750  
Total
  $ 5     $ 193,972     $ -     $ 193,977  
 
The Company obtains fair values from an independent pricing service which represent either quoted market prices for the identical securities (Level 1 inputs) or fair values determined by pricing models using a market approach that considers observable market data, such as interest rate volatilities, LIBOR yield curve, credit spreads and prices from market makers and live trading systems (Level 2).
 
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 June 30, 2012.
 
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.
 
The following tables present the assets measured on a nonrecurring basis on the Consolidated Balance Sheet at their fair value as of June 30, 2012 and December 31, 2011, 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.
 
 
13

 

         
June 30, 2012
       
                         
(Dollar amounts in thousands)
 
Level I
   
Level II
   
Level III
   
Total
 
                         
Assets Measured on a non-recurring Basis:
                       
Impaired loans
  $ -     $ -     $ 6,061     $ 6,061  
Other real estate owned
    -       -       1,986       1,986  
 
           
December 31, 2011
         
                                 
   
Level I
   
Level II
   
Level III
   
Total
 
                                 
Assets Measured on a non-recurring Basis:
                               
Impaired loans
  $ -     $ -     $ 13,581     $ 13,581  
Other real estate owned
    -       -       2,196       2,196  

The following table presents additional quantitative information about assets measured at fair value on a non-recurring basis and for which the Company uses Level III inputs to determine fair value:
 
   
Quantitative Information about Level III Fair Value Measurements
(unaudited, in thousands)
 
Estimate
  Valuation Techniquest
Unobservable Input
Range (Weighted Average)
June 30, 2012
                 
Impaired loans
  $ 6,061  
Appraisal of collateral (1)
Appraisal adjustments (2)
0% to -75.0% (-36.4%)
           
Liquidation expenses (2)
0% to
-21.9%
(-2.2%)
Other real estate owned
  $ 1,986  
Appraisal of collateral (1), (3)
         
 
(1) Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various level 3 inputs which are not identifiable.
(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal.
(3) Includes qualitative adjustments by management and estimated liquidation expenses.
 
 
14

 
 
The estimated fair value of the Company’s financial instruments is as follows:
 
    June 30, 2012  
   
Carrying
Value
   
Level I
    Level II    
Level III
   
Total
Fair Value
 
   
(in thousands)
 
Financial assets:
     
Cash and cash equivalents
  $ 42,861     $ 42,861     $ -     $ -     $ 42,861  
Investment securities Available for sale
    173,446       5       173,441       -       173,446  
Net loans
    403,116       -       -       394,490       394,490  
Bank-owned life insurance
    8,394       8,394               -       8,394  
Federal Home Loan Bank stock
    1,887       1,887               -       1,887  
Accrued interest receivable
    2,123       2,123       -       -       2,123  
                                         
Financial liabilities:
                                       
Deposits
  $ 571,729     $ 366,587     $ -     $ 210,321     $ 576,908  
Short-term borrowings
    6,959       6,959       -       -       6,959  
Other borrowings
    16,363       -       -       16,769       16,769  
Accrued interest payable
    548       548       -       -       548  

   
June 30, 2012
   
December 31, 2011
 
   
Carrying
Value
   
Fair Value
   
Carrying
Value
   
Fair Value
 
    (in thousands)  
Financial assets:
                       
Cash and cash equivalents
  $ 42,861     $ 42,861     $ 34,390     $ 34,390  
Investment securities Available for sale
    173,446       173,446       193,977       193,977  
Net loans
    403,116       394,490       395,061       382,542  
Bank-owned life insurance
    8,394       8,394       8,257       8,257  
Federal Home Loan Bank stock
    1,887       1,887       1,887       1,887  
Accrued interest receivable
    2,123       2,123       2,234       2,234  
                                 
Financial liabilities:
                               
Deposits
  $ 571,729     $ 576,908     $ 580,962     $ 587,178  
Short-term borrowings
    6,959       6,959       7,392       7,392  
Other borrowings
    16,363       16,769       16,831       17,327  
Accrued interest payable
    548       548       645       645  
 
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.
 
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.
 
 
15

 
 
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 was 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 used as estimates for fair value.
 
Deposits and Other Borrowings
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.
 
 
16

 

NOTE 5 - INVESTMENT SECURITIES AVAILABLE-FOR-SALE
The amortized cost and fair values of securities available-for-sale are as follows:
 
   
June 30, 2012
 
   
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Fair
Value
 
(Dollar amounts in thousands)                        
                         
U.S. government agency securities
  $ 12,989     $ 583     $ -     $ 13,572  
Obligations of states and political subdivisions:
                               
Taxable
    8,201       956       -       9,157  
Tax-exempt
    74,842       4,611       (23 )     79,430  
Mortgage-backed securities in government-sponsored entities
    62,437       1,863       (26 )     64,274  
Private-label mortgage-backed securities
    5,819       484       (41 )     6,262  
Total debt securities
    164,288       8,497       (90 )     172,695  
Equity securities in financial institutions
    750       1       -       751  
Total
  $ 165,038     $ 8,498     $ (90 )   $ 173,446  

   
December 31, 2011
 
   
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Fair
Value
 
                         
U.S. government agency securities
  $ 31,520     $ 427     $ (14 )   $ 31,933  
Obligations of states and political subdivisions:
                               
Taxable
    8,207       766       -       8,973  
Tax-exempt
    75,807       3,681       (61 )     79,427  
Mortgage-backed securities in government-sponsored entities
    63,808       1,819       (54 )     65,573  
Private-label mortgage-backed securities
    7,005       411       (95 )     7,321  
Total debt securities
    186,347       7,104       (224 )     193,227  
Equity securities in financial institutions
    750       -       -       750  
Total
  $ 187,097     $ 7,104     $ (224 )   $ 193,977  
 
 
17

 

The amortized cost and fair value of debt securities at June 30, 2012, 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
Cost
   
Fair
Value
 
(Dollar amounts in thousands)
       
 
 
             
Due in one year or less
  $ 2,784     $ 2,842  
Due after one year through five years
    5,809       6,149  
Due after five years through ten years
    15,903       16,866  
Due after ten years
    139,792       146,838  
                 
Total
  $ 164,288     $ 172,695  

Proceeds from the sales of securities available-for-sale and the gross realized gains and losses are as follows:

   
For the Three Months Ended June 30,
   
For the Six Months Ended June 30,
 
   
2012
   
2011
   
2012
   
2011
 
Proceeds from sales
  $ 21,804     $ -     $ 21,804     $ 10,072  
Gross realized gains
    308       -       308       15  
Gross realized losses
    (12 )     (37 )     (12 )     (37 )
 
Gross realized losses for the three and six months ended June 30, 2011 were the result of OTTI taken on equity securities.
 
Investment securities with an approximate carrying value of $52,927,000 and $55,809,000 at June 30, 2012 and 2011, respectively, were pledged to secure deposits and other purposes as required by law.
 
The following tables show 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.
 
   
June 30, 2012
 
   
Less than Twelve Months
   
Twelve Months or Greater
   
Total
 
   
Fair
Value
   
Gross
Unrealized
Losses
   
Fair
Value
   
Gross
Unrealized
Losses
   
Fair
Value
   
Gross
Unrealized
Losses
 
(Dollar amounts in thousands)
             
 
   
 
   
 
   
 
 
                                     
Obligations of states and political subdivisions
  $ 742     $ (12 )   $ 289     $ (11 )   $ 1,031     $ (23 )
Mortgage-backed securities in government-sponsored entities
    8,523       (26 )     -       -       8,523       (26 )
Private-label mortgage-backed securities
    335       (6 )     358       (35 )     693       (41 )
Total
  $ 9,600     $ (44 )   $ 647     $ (46 )   $ 10,247     $ (90 )
 
 
18

 

   
December 31, 2011
 
   
Less than Twelve Months
   
Twelve Months or Greater
   
Total
 
   
Fair
Value
   
Gross
Unrealized
Losses
   
Fair
Value
   
Gross
Unrealized
Losses
   
Fair
Value
   
Gross
Unrealized
Losses
 
                                     
U.S. government agency securities
  $ 1,986     $ (14 )   $ -     $ -     $ 1,986     $ (14 )
Obligations of states and political subdivisions
    2,707       (40 )     919       (21 )     3,626       (61 )
Mortgage-backed securities in government-sponsored entities
    8,992       (54 )     -       -       8,992       (54 )
Private-label mortgage-backed securities
    1,628       (42 )     398       (53 )     2,026       (95 )
Total
  $ 15,313     $ (150 )   $ 1,317     $ (74 )   $ 16,630     $ (224 )
 
There were 10 and 51 securities that were considered temporarily impaired at June 30, 2012 and 2011.
 
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”)A debt security is considered impaired if the fair value is less than its amortized cost basis at the reporting date. OTTI losses are recognized in earnings when the Company 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 the 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.
 
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.
 
Debt securities issued by U.S. government agencies, U.S. government-sponsored enterprises, and state and political subdivisions accounted for more than 96% of the total available-for-sale portfolio as of June 30, 2012 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 $6.3 million for which the Company evaluates credit losses on a quarterly basis. The gross unrealized gain position related to these private-label collateralized mortgage obligations amounted to $484,000 and the gross unrealized loss position was $41,000 on June 30, 2012. 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.

 
19

 
 
For the three and six months ended June 30, 2012, there were no available-for-sale debt securities with an unrealized loss that suffered OTTI.

NOTE 6 - LOANS AND RELATED ALLOWANCE FOR LOAN LOSSES
 
Major classifications of loans are summarized as follows (in thousands):
 
   
June 30,
2012
   
December 31,
2011
 
             
Commercial and industrial
  $ 65,651     $ 59,185  
Real estate - construction
    20,409       21,545  
Real estate - mortgage:
               
Residential
    207,080       208,139  
Commercial
    113,383       108,502  
Consumer installment
    4,345       4,509  
      410,868       401,880  
Less allowance for loan losses
    (7,752 )     (6,819 )
                 
Net loans
  $ 403,116     $ 395,061  
 
The Company’s primary business activity is with customers located within its local trade area, eastern Geauga County, and contiguous counties to the north, east, and south.  The Company also serves the central Ohio market with offices in Dublin and Westerville, Ohio.  Commercial, residential, consumer, and agricultural loans are granted.  Although the Company has a diversified loan portfolio, loans outstanding to individuals and businesses are dependent upon the local economic conditions in the Company’s immediate trade area.
 
The following tables summarize the primary segments of the loan portfolio and allowance for loan losses (in thousands):
 
               
Real Estate- Mortgage
             
June 30, 2012
 
Commercial and industrial
   
Real estate- construction
   
Residential
   
Commercial
   
Consumer installment
   
Total
 
Loans:                                    
Individually evaluated for impairment
  $ 4,065     $ 649     $ 4,619     $ 6,420     $ -     $ 15,753  
Collectively evaluated for impairment
    61,586       19,760       202,461       106,963       4,345       395,115  
Total loans
  $ 65,651     $ 20,409     $ 207,080     $ 113,383     $ 4,345     $ 410,868  
 
 
20

 
 
               
Real estate- Mortgage
             
December 31, 2011
 
Commercial and industrial
   
Real estate- construction
   
Residential
   
Commercial
   
Consumer installment
   
Total
 
Loans:                                    
Individually evaluated for impairment
  $ 4,492     $ 867     $ 4,882     $ 6,491     $ -     $ 16,732  
Collectively evaluated for impairment
    54,693       20,678       203,257       102,011       4,509       385,148  
Total loans
  $ 59,185     $ 21,545     $ 208,139     $ 108,502     $ 4,509     $ 401,880  
 
               
Real Estate- Mortgage
             
June 30, 2012
 
Commercial and industrial
   
Real estate- construction
   
Residential
   
Commercial
   
Consumer installment
   
Total
 
Allowance for loan losses:
                                   
Ending allowance balance attributable to loans:
                                   
Individually evaluated for impairment
  $ 680     $ 237     $ 691     $ 59     $ -     $ 1,667  
Collectively evaluated for impairment
    946       267       3,418       1,433       21       6,085  
Total ending allowance balance
  $ 1,626     $ 504     $ 4,109     $ 1,492     $ 21     $ 7,752  
 
               
Real Estate- Mortgage
             
December 31, 2011
 
Commercial and industrial
   
Real estate- construction
   
Residential
   
Commercial
   
Consumer installment
   
Total
 
Allowance for loan losses:
                                   
Ending allowance balance attributable to loans:
                                   
Individually evaluated for impairment
  $ 595     $ 237     $ 685     $ 185     $ -     $ 1,702  
Collectively evaluated for impairment
    701       201       3,046       1,121       48       5,117  
Total ending allowance balance
  $ 1,296     $ 438     $ 3,731     $ 1,306     $ 48     $ 6,819  
 
The Company’s loan portfolio is segmented to a level that allows management to monitor risk and performance.  The portfolio is segmented into Commercial and Industrial (“C&I”), Real Estate Construction, Real Estate - Mortgage which is further segmented into Residential and Commercial real estate, and Consumer Installment Loans.  The C&I loan segment consists of loans made for the purpose of financing the activities of commercial customers.  The residential mortgage loan segment consists of loans made for the purpose of financing the activities of residential homeowners.  The commercial mortgage loan segment consists of loans made for the purposed of financing the activities of commercial real estate owners and operators. The consumer loan segment consists primarily of installment loans and overdraft lines of credit connected with customer deposit accounts.
 
Management evaluates individual loans in all of the commercial segments for possible impairment if the loan is greater than $150,000 and if the loan either is in nonaccrual status, or is risk rated Special Mention or Substandard.  Loans are considered to be impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement.  Factors considered by management in evaluating impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due.  Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.  The Company does not separately evaluate individual consumer and residential mortgage loans for impairment, unless such loans are part of a larger relationship that is impaired.
 
Once the determination has been made that a loan is impaired, the determination of whether a specific allocation of the allowance is necessary is measured by comparing the recorded investment in the loan to the fair value of the loan using one of three methods:  (a) the present value of expected future cash flows discounted at the loan’s effective interest rate; (b) the loan’s observable market price; or (c) the fair value of the collateral less selling costs.  The method is selected on a loan-by loan basis, with management primarily utilizing the fair value of collateral method.  The evaluation of the need and amount of a specific allocation of the allowance and whether a loan can be removed from impairment status is made on a quarterly basis.  The Company’s policy for recognizing interest income on impaired loans does not differ from its overall policy for interest recognition.
 
 
21

 
 
The following tables present impaired loans by class, segregated by those for which a specific allowance was required and those for which a specific allowance was not necessary (in thousands):
 
June 30, 2012
 
Impaired Loans
 
   
Recorded
Investment
    Unpaid Principal Balance    
Related
Allowance
 
With no related allowance recorded:
             
Commercial and industrial
  $ 742     $ 742     $ -  
Real estate - construction
    203       203       -  
Real estate - mortgage:
                       
Residential
    2,667       2,668       -  
Commercial
    1,653       1,661       -  
Consumer installment
    26       26       -  
With an allowance recorded:
                       
Commercial and industrial
  $ 453     $ 453     $ 248  
Real estate - construction
    217       217       125  
Real estate - mortgage:
                       
Residential
    267       269       266  
Commercial
    711       712       239  
Consumer installment
    -       -       -  
Total:
                       
Commercial and industrial
  $ 1,195     $ 1,195     $ 248  
Real estate - construction
    420       420       125  
Real estate - mortgage:
                       
Residential
    2,934       2,937       266  
Commercial
    2,364       2,373       239  
Consumer installment
    26       26       -  
 
 
22

 

December 31, 2011
                 
Impaired Loans
 
   
Recorded
Investment
    Unpaid Principal Balance    
Related
Allowance
 
With no related allowance recorded:
             
Commercial and industrial
  $ 1,172     $ 1,172     $ -  
Real estate - construction
    4,250       4,250       -  
Real estate - mortgage:
                       
Residential
    3,188       3,193       -  
Commercial
    2,528       2,536       -  
Consumer installment
    24       24       -  
With an allowance recorded:
                       
Commercial and industrial
  $ 465     $ 465     $ 196  
Real estate - construction
    271       271       125  
Real estate - mortgage:
                       
Residential
    -       -       -  
Commercial
    2,555       2,560       551  
Total:
                       
Commercial and industrial
  $ 1,637     $ 1,637     $ 196  
Real estate - construction
    4,521       4,521       125  
Real estate - mortgage:
                       
Residential
    3,188       3,193       -  
Commercial
    5,083       5,096       551  
Consumer installment
    24       24       -  
 
The following tables present average recorded investment and related interest income recognized for impaired loans by class, segregated by those for which a specific allowance was required and those for which a specific allowance was not necessary (in thousands):
 
   
For the Three Months Ended
June 30, 2012
   
For the Three Months Ended
June 30, 2011
 
                         
    Average Recorded Investment     Interest Income Recognized     Average Recorded Investment     Interest Income Recognized  
Total:                        
Commercial and industrial
  $ 1,488     $ 21     $ 4,337     $ 80  
Real estate - construction
    446       -       616       -  
Real estate - mortgage:
                               
Residential
    2,872       61       574       33  
Commercial
    2,124       98       3,762       35  
Consumer installment
    27       -       -       -  
 
 
23

 

   
For the Six Months Ended
June 30, 2012
   
For the Six Months Ended
June 30, 2011
 
                         
    Average Recorded Investment     Interest Income Recognized     Average Recorded Investment     Interest Income Recognized  
Total:
                       
Commercial and industrial
  $ 1,440     $ 33     $ 3,604       -  
Real estate - construction
    1,796       1       617       82  
Real estate - mortgage:
                               
Residential
    2,998       88       583       -  
Commercial
    3,190       124       3,430       45  
Consumer installment
    26       1       -       102  
 
Management uses a nine point internal risk rating system to monitor the credit quality of the overall loan portfolio. The first five categories are considered not criticized, and are aggregated as “Pass” rated. The criticized rating categories used by management generally follow bank regulatory definitions. The Special Mention category includes assets that are currently protected but are potentially weak, resulting in an undue and unwarranted credit risk, but not to the point of justifying a Substandard classification.  Loans in the Substandard category have well-defined weaknesses that jeopardize the liquidation of the debt, and have a distinct possibility that some loss will be sustained if the weaknesses are not corrected.  All loans greater than 90 days past due are considered Substandard.   Any portion of a loan that has been charged off is placed in the Loss category.
 
To help ensure that risk ratings are accurate and reflect the present and future capacity of borrowers to repay a loan as agreed, the Company has a structured loan rating process with several layers of internal and external oversight.  Generally, consumer and residential mortgage loans are included in the Pass categories unless a specific action, such as bankruptcy, repossession, or death occurs to raise awareness of a possible credit event.  The Company’s Commercial Loan Officers are responsible for the timely and accurate risk rating of the loans in their portfolios at origination and on an ongoing basis.  The Credit Department performs an annual review of all commercial relationships $200,000 or greater.  Confirmation of the appropriate risk grade is included in the review on an ongoing basis.  The Company has an experienced Loan Review Department that continually reviews and assesses loans within the portfolio.  The Company engages an external consultant to conduct loan reviews on a semi-annual basis. Generally, the external consultant reviews commercial relationships greater than $250,000 and/or criticized relationships greater than $125,000.  Detailed reviews, including plans for resolution, are performed on loans classified as Substandard on a quarterly basis.  Loans in the Special Mention and Substandard categories that are collectively evaluated for impairment are given separate consideration in the determination of the allowance.
 
 
24

 
 
The following table presents the classes of the loan portfolio summarized by the aggregate Pass and the criticized categories of Special Mention, Substandard and Doubtful within the internal risk rating system (in thousands):
 
   
Pass
   
Special Mention
   
Substandard
    Doubtful    
Total Loans
 
June 30, 2012
                             
                               
Commercial and industrial
  $ 61,224     $ 634     $ 3,793     $ -     $ 65,651  
Real estate - construction
    19,734       -       675       -       20,409  
Real estate - mortgage:
                                       
Residential
    192,198       910       13,972       -       207,080  
Commercial
    104,925       2,165       6,293       -       113,383  
Consumer installment
    4,318       3       24       -       4,345  
Total
  $ 382,399     $ 3,712     $ 24,757     $ -     $ 410,868  
 
   
Pass
   
Special Mention
   
Substandard
   
Doubtful
    Total Loans  
December 31, 2011
                             
                               
Commercial and industrial
  $ 53,645     $ 1,104     $ 4,363     $ 73     $ 59,185  
Real estate - construction
    20,883       -       662       -       21,545  
Real estate - mortgage:
                                       
Residential
    192,534       1,100       14,505       -       208,139  
Commercial
    100,536       443       7,523       -       108,502  
Consumer installment
    4,495       6       8       -       4,509  
Total
  $ 372,093     $ 2,653     $ 27,061     $ 73     $ 401,880  
 
Management further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is past due.
 
 
25

 
 
The following table presents the classes of the loan portfolio summarized by the aging categories of performing loans and nonaccrual loans (in thousands):
 
         
Still Accruing
             
   
Current
   
30-59 Days
Past Due
   
60-89 Days
Past Due
   
90 Days+
Past Due
   
Total
Past Due
   
Non-
Accrual
   
Total
Loans
 
June 30, 2012
                                         
                                           
Commercial and industrial
  $ 62,581     $ 1,173     $ 284     $ 20     $ 1,477     $ 1,593     $ 65,651  
Real estate - construction
    19,963       -       -       -       -       446       20,409  
Real estate - mortgage:
                                                       
Residential
    193,798       2,147       621       109       2,877       10,405       207,080  
Commercial
    110,103       251       178       -       429       2,851       113,383  
Consumer installment
    4,289       41       -       -       41       15       4,345  
Total
  $ 390,734     $ 3,612     $ 1,083     $ 129     $ 4,824     $ 15,310     $ 410,868  
 
         
Still Accruing
             
   
Current
   
30-59 Days
Past Due
   
60-89 Days
Past Due
   
90 Days+
Past Due
   
Total
Past Due
   
Non-
Accrual
   
Total
Loans
 
December 31, 2011
                                         
                                           
Commercial and industrial
  $ 57,291     $ 258     $ 16     $ 44     $ 318     $ 1,576     $ 59,185  
Real estate - construction
    20,862       20       -       -       20       663       21,545  
Real estate - mortgage:
                                                       
Residential
    193,732       2,624       863       275       3,762       10,645       208,139  
Commercial
    104,086       83       412       -       495       3,921       108,502  
Consumer installment
    4,408       60       41       -       101       -       4,509  
Total
  $ 380,379     $ 3,045     $ 1,332     $ 319     $ 4,696     $ 16,805     $ 401,880  
 
An allowance for loan losses (“ALL”) is maintained to absorb losses from the loan portfolio.  The ALL is based on management’s continuing evaluation of the risk characteristics and credit quality of the loan portfolio, assessment of current economic conditions, diversification and size of the portfolio, adequacy of collateral, past and anticipated loss experience, and the amount of nonperforming loans.
 
The Company’s methodology for determining the ALL is based on the requirements of ASC Section 310-10-35 for loans individually evaluated for impairment (discussed above) and ASC Subtopic 450-20 for loans collectively evaluated for impairment, as well as the Interagency Policy Statements on the Allowance for Loan and Lease Losses and other bank regulatory guidance.   The total of the two components represents the Company’s ALL.
 
Loans that are collectively evaluated for impairment are analyzed with general allowances being made as appropriate.  For general allowances, historical loss trends are used in the estimation of losses in the current portfolio.  These historical loss amounts are modified by other qualitative factors.
 
The classes described above, which are based on the purpose code assigned to each loan, provide the starting point for the ALL analysis.  Management tracks the historical net charge-off activity at the purpose code level.  A historical charge-off factor is calculated utilizing a defined number of consecutive historical quarters. Consumer and Commercial pools currently use a rolling 8 quarters.
 
Management has identified a number of additional qualitative factors which it uses to supplement the historical charge-off factor because these factors are likely to cause estimated credit losses associated with the existing loan pools to differ from historical loss experience.  The additional factors that are evaluated quarterly and updated using information obtained from internal, regulatory, and governmental sources are: national and local economic trends and conditions; levels of and trends in delinquency rates and non-accrual loans; trends in volumes and terms of loans; effects of changes in lending policies; experience, ability, and depth of lending staff; value of underlying collateral; and concentrations of credit from a loan type, industry and/or geographic standpoint.
 
 
26

 
 
Management reviews the loan portfolio on a quarterly basis using a defined, consistently applied process in order to make appropriate and timely adjustments to the ALL.  When information confirms all or part of specific loans to be uncollectible, these amounts are promptly charged off against the ALL.
 
The following tables summarize the primary segments of the loan portfolio as of the three and six months ended June 30, 2012 and 2011 (in thousands):
 
   
Commercial and industrial
   
Real estate- construction
   
Real estate- residential mortgage
   
Real estate- commercial mortgage
   
Consumer installment
   
Total
 
ALL balance at December 31, 2011
  $ 1,296     $ 438     $ 3,731     $ 1,306     $ 48     $ 6,819  
Charge-offs
    (29 )     -       (98 )     (53 )     (22 )     (202 )
Recoveries
    70       -       3       -       12       85  
Provision
    289       66       473       239       (17 )     1,050  
ALL balance at June 30, 2012
  $ 1,626     $ 504     $ 4,109     $ 1,492     $ 21     $ 7,752  
 
   
Commercial and industrial
   
Real estate- construction
   
Real estate- residential mortgage
   
Real estate- commercial mortgage
   
Consumer installment
   
Total
 
ALL balance at December 31, 2010
  $ 962     $ 188     $ 3,434     $ 1,543     $ 94     $ 6,221  
Charge-offs
    (273 )     (6 )     (510 )     (10 )     (10 )     (809 )
Recoveries
    26       -       3       -       21       50  
Provision
    242       47       864       388       24       1,565  
ALL balance at June 30, 2011
  $ 957     $ 229     $ 3,791     $ 1,921     $ 129     $ 7,027  
 
   
Commercial and industrial
   
Real estate- construction
   
Real estate- residential mortgage
   
Real estate- commercial mortgage
   
Consumer installment
   
Total
 
ALL balance at March 31, 2012
  $ 1,510     $ 504     $ 3,868     $ 1,360     $ 25     $ 7,267  
Charge-offs
    (28 )     -       -       -       (8 )     (36 )
Recoveries
    67       -       -       -       4       71  
Provision
    77       -       241       132       (21 )     450  
ALL balance at June 30, 2012
  $ 1,626     $ 504     $ 4,109     $ 1,492     $ 21     $ 7,752  
 
   
Commercial and industrial
   
Real estate- construction
   
Real estate- residential mortgage
   
Real estate- commercial mortgage
   
Consumer installment
   
Total
 
ALL balance at March 31, 2011
  $ 1,039     $ 208     $ 3,571     $ 1,748     $ 119     $ 6,685  
Charge-offs
    (203 )     -       (170 )     -       (4 )     (377 )
Recoveries
    13       -       3       -       3       19  
Provision
    108       21       387       173       11       700  
ALL balance at June 30, 2011
  $ 957     $ 229     $ 3,791     $ 1,921     $ 129     $ 7,027  
 
 
27

 
 
The following tables summarize troubled debt restructurings (in thousands):
 
Modifications
Three Months Ended June 30, 2012
 
Troubled Debt Restructurings
  Number of Contracts     Pre-Modification Outstanding Recorded Investment  
Commercial and industrial
    1     $ 51  
Real estate- mortgage:
               
Residential
    4       233  
 
Modifications
Six Months Ended June 30, 2012
 
Troubled Debt Restructurings
  Number of Contracts    
Pre-Modification Outstanding Recorded Investment
 
Commercial and industrial
    7     $ 229  
Real estate- mortgage:
               
Residential
    7       327  
Consumer Installment
    1       5  
 
Troubled Debt Restructurings subsequently defaulted
  Number of Contracts    
Recorded Investment
 
Commercial and industrial
    1     $ 30  
 
The Company does not forgive principal upon troubled debt restructuring.  Therefore, the post-modification outstanding recorded investment equals pre-modification outstanding recorded investment for each timeframe and category.  There were no troubled debt restructurings that subsequently defaulted for the three months ended June 30, 2012.
 
NOTE 7 – COMMON STOCK ISSUANCE
 
Middlefield Banc Corp. and Banc Opportunity Fund LLC entered into an August 15, 2011 Stock Purchase Agreement, which was amended by the First Amendment, dated September 29, 2011, the Second Amendment, dated October 20, 2011, the Third Amendment, dated November 28, 2011, the Fourth Amendment, dated December 21, 2011, and the Fifth Amendment, dated April 17, 2012.  Subject to regulatory approval on the part of the Federal Reserve Bank of Cleveland and the Ohio Division of Financial Institutions, the Stock Purchase Agreement provides for the purchase by Bank Opportunity Fund of up to 24.9% of the common stock of Middlefield Banc Corp.  As amended by the Fifth Amendment, the Stock Purchase Agreement provides for Bank Opportunity Fund’s ownership to rise to 24.9% in three stages: (1) ownership of 4.9%, which occurred with the purchase by a Bank Opportunity Fund affiliate of 93,050 shares at $16 per share on April 17, 2012, when the Fifth Amendment was entered into, (2) ownership of 9.9%, which occurred on April 30, 2012 with the purchase by the affiliate of 103,585 additional shares at $16 per share, and (3) assuming stockholder approval is obtained under the Ohio Control Share Acquisition Act, ownership of 24.9%, with the purchase of an estimated 393,600 shares at $17 per share, to occur on or before July 31, 2012.  Subject to regulatory approval, Bank Opportunity Fund would also be entitled to designate one director for service on the board of Middlefield Banc Corp. and each of its subsidiary banks.
 
 
28

 
 
The first stage produced proceeds of $1,488,800 and the second stage produced proceeds of $1,657,360.  Associated issuance costs totaled $816,000 as of June 30, 2012.
 
As previously reported by Middlefield Banc Corp. in a Form 8-K Current Report filed with the SEC on August 7, 2012, the conditions to completion of the third and final sale of shares to Bank Opportunity Fund LLC were not satisfied as of July 31, 2012. Middlefield Banc Corp. and Bank Opportunity Fund LLC are currently in discussions concerning a possible extension of the date by which the closing conditions must be satisfied and concerning the terms on which the date could be extended.
 
As previously reported by Middlefield Banc Corp. in a Form 8-K Current Report filed with the SEC on April 23, 2012 and in a Form 8-K Current Report filed with the SEC on May 4, 2012, Middlefield Banc Corp. has sold in a private offering to Bank Opportunity Fund LLC a total of 196,635 shares of common stock, representing 9.9% of shares outstanding immediately after the sale.  The shares were purchased by an affiliate of Bank Opportunity Fund.  The affiliate controls Bank Opportunity Advisors LLC, a Delaware limited liability company that serves as the investment advisor for Bank Opportunity Fund.  The affiliate also controls Bank Acquisitions LLC, a Delaware limited liability company that serves as the managing member of Bank Opportunity Fund.  Bank Acquisitions LLC controls Bank Opportunity Fund.  Middlefield Banc Corp. anticipates that the shares purchased by the affiliate will be assigned by him to Bank Opportunity Fund if necessary regulatory approvals are obtained by Bank Opportunity Fund.
 
The foregoing description of the Stock Purchase Agreement, as amended, is qualified in its entirety by reference to (x) the August 15, 2011 Stock Purchase Agreement (exhibit 10.26 to Middlefield Banc Corp.’s Form 10-K Annual Report for the year ended December 31, 2011), (y) the First, Second, Third, and Fourth Amendments to the Stock Purchase Agreement (exhibits 10.26.1, 10.26.2, 10.26.3, and 10.26.4 to Middlefield Banc Corp.’s Form 10-K Annual Report for the year ended December 31, 2011), and (z) the Fifth Amendment (exhibit 10.26.6 to Middlefield Banc Corp.’s Form 8-K Current Report filed with the SEC on April 23, 2012).
 
An institutional investor that acquired 4.9% of Middlefield Banc Corp.’s common stock in August of 2011 also has the right under its subscription agreement to purchase from Middlefield Banc Corp. additional shares at $16 per share in order to maintain the institutional investor’s 4.9% interest.
 
 
29

 

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 at June 30, 2012 were $649.8 million, a decrease of $4.7 million or .7% from December 31, 2011.  Investment securities available-for-sale decreased $20.5 million while cash and due from banks and net loans increased $15.2 million and $8.1 million, respectively. The decrease in total assets coincided with a decrease in total liabilities of $10.6 million or 1.7%.  Stockholders’ equity increased $5.9 million or 12.5%.
 
Cash on hand and due from banks. Cash on hand and due from banks and Federal funds sold represent cash and cash equivalents. Cash and cash equivalents increased $8.5 million or 24.6% to $42.9 million at June 30, 2012 from $34.4 million at December 31, 2011.  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 on June 30, 2012 totaled $173.4 million, a decrease of $20.5 million or 10.6% from $194.0 million at December 31, 2011. During this period the Company recorded sales, repayments, calls, and maturities of available-for-sale securities of $56.2 million, consisting of mortgage-backed securities, municipal and U. S. government bonds.  Offsetting the outflow of securities were purchases of $34.7 million.
 
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, construction and consumer loans. Net loans receivable increased $8.1 million or 2.0% to $403.1 million as of June 30, 2012 from $395.1 million at December 31, 2011. Included in this amount was an increase in the commercial and industrial loan portfolio segment of $6.5 million or 10.9% as well as the commercial real estate mortgage of $4.9 million or 4.5% during the six months ended June 30, 2012. The Company’s lending philosophy centers around the growth of the commercial loan portfolio. The Company has taken a proactive approach in servicing the needs of both new and current clients. These 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. The Company increased the allowance for loan losses to $7.8 million, or 1.9% of total loans, at June 30, 2012, compared to $6.8 million, or 1.7%, at December 31, 2011. The increase in the allowance for loan losses is a continuation of the Company’s approach to accurately measure credits identified as troubled in quarters past.  The impact of charge-offs reversed in the last quarter as compared to recent quarters past.  For the quarter ended June 30, 2012, net loan recoveries totaled $35,000 compared to net charge-offs of $358,000 for the second quarter of 2011. Year-to-date net loan charge-offs totaled $117,000 compared to $759,000 for the same period the year prior. To maintain the adequacy of the allowance for loan losses, the Company recorded a second quarter provision for loan losses of $450,000, versus $700,000 for the second quarter of 2011.
 
 
30

 
 
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 collectability 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 uses 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 June 30, 2012. 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.
 
Nonperforming assets.  Nonperforming assets includes non-accrual loans, troubled debt restructurings (“TDRs”), loans 90 days or more past due, assets purchased by EMORECO from EB, other real estate, and repossessed assets. A loan is classified as non-accrual when, in the opinion of management, there are serious doubts about collectability of interest and principal. Accrual of interest is discontinued on a loan when management believes, after considering economic and business conditions, the borrower’s financial condition is such that collection of principal and interest is doubtful.  Payments received on nonaccrual loans are applied against principal according to management’s shadow accounting system. The shadow accounting system tracks interest on nonaccrual loan payments as though current.  The shadow account splits principal and interest on payments while the actual account undergoes only a principal reduction. 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 has 46 TDRs with a total balance of $4.3 million as of June 30, 2012. Nonperforming loans amounted to $17.2 million, or 4.2% of total loans, and $24.5 million or 6.1% of total loans at June 30, 2012 and December 31, 2011, respectively.  The decrease in nonperforming loans has occurred partly due to improved performance of previously classified TDRs. A TDR that yields market interest rate at the time of restructuring and is in compliance with its modified terms is no longer reported as TDR in calendar years after the year in which the restructuring took place. To be in compliance with its modified terms, a loan that is a TDR must not be in nonaccrual status and must be current or less than 30 days past due on its contractual principal and interest payments under the modified repayment terms. Nonperforming loans secured by real estate totaled $15.9 million as of June 30, 2012, down $6.9 million from $22.8 million at December 31, 2011. The stabilization of the economy has somewhat alleviated this previously negative trend. Real estate owned is initially recorded at the lower of carrying cost or fair value less cost to sell and continually monitored for changes in fair value.
 
 
31

 
 
Asset Quality History
(Dollar amounts in thousands)
 
   
6/30/2012
   
3/31/2012
   
12/31/2011
   
9/30/2011
   
6/30/2011
 
(Dollar amounts in thousands)
                             
                               
Nonperforming loans
  $ 17,177     $ 17,677     $ 24,546     $ 22,725     $ 22,469  
Real estate owned
    1,986       2,125       2,196       2,173       2,145  
                                         
Nonperforming assets
    19,163       19,802       26,742       24,898       24,614  
                                         
Allowance for loan losses
    7,752       7,267       6,819       7,574       7,027  
                                         
Ratios
                                       
Nonperforming loans to total loans
    4.18 %     4.37 %     6.11 %     5.85 %     5.83 %
Nonperforming assets to total assets
    2.95 %     3.01 %     4.09 %     3.77 %     3.85 %
Allowance for loan losses to total loans
    1.89 %     1.80 %     1.70 %     1.95 %     1.82 %
Allowance for loan losses to nonperforming loans
    45.13 %     41.11 %     27.78 %     33.33 %     31.27 %
 
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 June 30, 2012, 92.6% were secured by real estate. Although this does not insure against all losses, the real estate typically provides for at least partial 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 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 $571.7 million or 96.1% of the Company’s total funding sources at June 30, 2012. Total deposits decreased $9.2 million or 1.6% to $571.7 million at June 30, 2012 from $581.0 million at December 31, 2011. The decrease in deposits is related to the decline in time and money market accounts of $13.8 million or 6.3%, and $8.1 million or 10.7%, respectively, at June 30, 2012. These decreases were partially offset by increases in interest-bearing demand, savings, and noninterest-bearing demand accounts of $6.1 million or 10.9%, $3.9 million or 2.4%, and $2.6 million or 4.1%, respectively, during the three months ended June 30, 2012.
 
Borrowed funds. The Company uses 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 $433,000 or 5.9% to $7.0 million as of June 30, 2012.  This decline largely resulted from a decrease of $336,000 in EB repurchase accounts.  Other borrowings, representing advances from the Federal Home Loan Bank of Cincinnati, declined $468,000 or 2.8%, to $16.4 million for the six months ended June 30, 2012.  The decline in FHLB advances was the result of scheduled principal payments.
 
Stockholders’ equity. Stockholders’ equity increased $5.9 million or 12.5% to $53.2 million at June 30, 2012 from $47.3 million at December 31, 2011. This increase was the result of increases in common stock, retained earnings, and accumulated other comprehensive income of $2.7 million, $2.2 million, and $1.0 million, respectively. The increase in common stock was mostly the result of a private offering of 196,635 shares and 16,625 shares offered via the Company’s dividend reinvestment plan at an average price of $20.64 since December 31, 2011.  The increase in accumulated other comprehensive income relates to increases in the fair value of the Company’s securities available-for-sale portfolio.
 
 
32

 

RESULTS OF OPERATIONS
 
General.   Net income for the six months ended June 30, 2012, was $3.2 million, a $1.4 million, or 83.7% increase from the $1.7 million earned during the same period in 2011.  Diluted earnings per share for the second quarter of 2012 was $0.85 compared to $0.44 for the same period in 2011.  Diluted earnings per share for six months ended June 30, 2012 was $1.72 compared to $1.05 for the same period in 2011.
 
The Company’s annualized return on average assets (ROA) and return on average equity (ROE) for the three months ended June 30, 2012 were 1.01% and 13.22%, respectively, compared with 0.45% and 7.22% for the same period in 2011.  For the first six months of 2012, the Company’s ROA and ROE were 0.97% and 13.02%, respectively, compared with 0.55% and 8.89% for the same period of 2011.
 
The Company’s earnings for the three and six months ended June 30, 2012 were positively impacted by a decrease in deposit interest expense. This was partially offset by a decrease in interest income on securities.
 
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 three months ended June 30, 2012 totaled $5.6 million, an increase of 9.0% from the $5.1 million reported for the comparable period of 2011. The net interest margin was 3.93% for the second quarter of 2012, up from the 3.64% reported for the same quarter of 2011. The increase is primarily attributable to lower interest-bearing liability costs, which decreased 47 basis points to 1.24%. Deposit growth at the Banks has primarily been in products such as savings and interest-bearing demand accounts, which generally carry lower interest costs than other deposit alternatives.
 
Net interest income for the six months ended June 30, 2012 totaled $11.1 million, an increase of 9.7% from the $10.1 million reported for the comparable period of 2011. The net interest margin was 3.91% for the year-to-date 2012, up from the 3.66% reported for the same quarter of 2011. The increase is primarily attributable to lower interest-bearing liability costs, which decreased 49 basis points to 1.25%. Deposit growth at the Banks has primarily been in products such as savings and interest-bearing demand accounts, which generally carry lower interest costs than other deposit alternatives.
 
Interest income.  Interest income decreased $198,000, or 2.7%, for the three months ended June 30, 2012, compared to the same period in the prior year.  This can be attributed to a decrease in interest earned on taxable investment securities of $498,000, or 38.6%, partially offset by an increase in interest and fees on loans of $242,000, or 4.5%.  This increase was attributable to a $27.3 million or 7.2% increase in the average balance of loans receivable from June 30, 2011.
 
 
33

 
 
Interest income decreased $325,000, or 2.2%, for the six months ended June 30, 2012, compared to the same period in the prior year.  This can be attributed to a decrease in interest earned on taxable investment securities of $906,000, or 34.7%, partially offset by an increase in interest and fees on loans of $478,000, or 4.5%.  This increase was attributable to a $27.3 million or 7.2% increase in the average balance of loans receivable from June 30, 2011.
 
Interest earned on securities decreased $447,000, or 22.5%, for the three months ended June 30, 2012, compared to the same period in the prior year. This was primarily the result of a decrease in the average balance of the securities portfolio of $8.8 million, or 4.6%, to $181.3 million at June 30, 2012 from $190.1 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 4.29% for the three months ended June 30, 2012 decreased by 67 basis points from 4.96% for the same period in the prior year.

Interest earned on securities decreased $806,000, or 20.1%, for the six months ended June 30, 2012, compared to the same period in the prior year. This was primarily the result of a decrease in the average balance of the securities portfolio of $7.3 million, or 3.8%, to $185.3 million at June 30, 2012 from $192.5 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 4.32% for the six months ended June 30, 2012 decreased by 64 basis points from 4.96% for the same period in the prior year.

Interest expense. Interest expense decreased $658,000, or 28.6%, for the three months ended June 30, 2012, compared to the same period in the prior year. This can be attributed to decreases in interest incurred on certificates of deposits and savings of $227,000 and $196,000, respectively.  The reduction was exacerbated by decreases in the rates paid on money market and savings accounts of 59 and 52 basis points, respectively, when compared to the three months ended June 30, 2011.
 
Interest expense decreased $1.3 million, or 28.3%, for the six months ended June 30, 2012, compared to the same period in the prior year. This can be attributed to decreases in interest incurred on certificates of deposits and savings of $472,000 and $367,000, respectively.  The reduction was intensified by decreases in the rates paid on money market and savings accounts of 59 and 52 basis points, respectively, when compared to the six months ended June 30, 2011.
 
Interest incurred on deposits, the largest component of the Company’s interest-bearing liabilities, declined $570,000, or 28.4%, for the three months ended June 30, 2012, compared to the same period in the prior year. This decrease was attributed to a decline in average rate paid on deposits to 1.13% for the three months ended June 30, 2012 from 1.56% for the same period in the prior year.  The improvement in interest cost due to rates was bolstered by a decrease in the average balance of interest-bearing deposits of $3.8 million, or 0.7%, to $511.3 million for the three months ended June 30, 2012, compared to $515.1 million for the same period in the prior year.

Interest incurred on deposits, the largest component of the Company’s interest-bearing liabilities, declined $1.1 million, or 27.5%, for the six months ended June 30, 2012, compared to the same period in the prior year. This decrease was attributed to a decline in average rate paid on deposits to 1.15% for the six months ended June 30, 2012 from 1.60% for the same period in the prior year.  The improvement in interest cost due to rates was partially offset by an increase in the average balance of interest-bearing deposits of $916,000, or 0.2%, to $513.4 million for the six months ended June 30, 2012, compared to $512.5 million for the same period in the prior year.
 
 
34

 

These fluctuations are reflected in the quarterly rate volume report presented below depicting the cost decrease associated with 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 minimize total interest expense.

Interest incurred on borrowed funds, declined by $87,000, for the three months ended June 30, 2012, compared with the same period in the prior year. This decline was primarily attributable to a reduction of $89,000 in interest paid on trust preferred securities when compared to June 30, 2011.

Interest incurred on borrowed funds, declined by $202,000, for the six months ended June 30, 2012, compared with the same period in the prior year. This decline was primarily attributable to a reduction of $196,000 in interest paid on trust preferred securities when compared to June 30, 2011.
 
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 $450,000 was recorded for the quarter ended June 30, 2012 compared to $700,000 for the quarter ended June 30, 2011. The provision for loan losses was lower due in part to decreases in net charge-offs and decreases in nonperforming and delinquent loans.
 
Nonperforming loans were $17.2 million, or 4.2% of total loans at June 30, 2012 compared with $22.5 million, or 5.8% at June 30, 2011. Net recoveries were $35,000 for the quarter ended June 30, 2012 compared with net-charge-offs of $358,000 for the quarter ended June 30, 2011.  Year-to-date net loan charge-offs totaled $117,000 compared to $759,000 for the same period the year prior.  Total loans were $410.9 million at June 30, 2012 compared with $385.3 million at June 30, 2011.
 
Non-interest income. Non-interest income increased $423,000 for the three month period of June 30, 2012 over the comparable 2011 period. This growth was largely the result of increases in gains on security sales of $333,000, revenue from investment services of $44,000, and debit card fees of $36,000.
 
Non-interest income increased $518,000 for the six month period of June 30, 2012 over the comparable 2011 period. This increase was mostly the result of an increase in gains on security sales of $318,000, increased revenue from investment services of $68,000, and an $85,000 gain on the sale of an EB loan.
 
Non-interest expense. Non-interest expense of $4.0 million for the second quarter of 2012 was 5.8%, or $251,000 lower than the same period in 2011. Losses on other real estate owned and salaries and employee benefits decreased $291,000, or 90.1%, and $144,000, or 7.4%, as compared to the same period in 2011.  These decreases were partially offset by an increase in equipment expense of $46,000, or 29.7%.
 
Non-interest expense of $7.8 million for the year-to-date June 30, 2012 was 2.2%, or $174,000, lower than the same period in 2011.  Losses on other real estate owned and salaries and employee benefits decreased $253,000, or 83.5%, and $84,000, or 2.3%, as compared to the same period in 2011.  These decreases were partially offset by an increase in equipment expense of $58,000, or 18.5%.
 
 
35

 
 
Provision for income taxes. The Company recognized $898,000 in income tax expense, which reflected an effective tax rate of 22.1% for the six months ended June 30, 2012, as compared to $144,000 with an effective tax rate of 7.7% for the respective 2011 period.  The increase in the tax provision can be attributed to an increase in income before taxes of $2.2 million, or 117.6% when compared to the same period 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 June 30, 2012, have remained unchanged from December 31, 2011.
 
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.
 
 
36

 
 
   
For the Three Months Ended June 30,
 
   
2012
   
2011
 
   
Average
Balance
   
Interest
   
Average
Yield/Cost
   
Average
Balance
   
Interest
   
Average
Yield/Cost
 
(Dollars in thousands)
                                   
                                     
Interest-earning assets:
                                   
Loans receivable
  $ 408,657     $ 5,641       5.55 %   $ 381,312     $ 5,399       5.68 %
Investment securities (3)
    181,270       1,544       4.29 %     190,083       1,991       4.96 %
Interest-bearing deposits with other banks
    20,488       38       0.75 %     31,990       31       0.39 %
Total interest-earning assets
    610,415       7,223       5.01 %     603,385       7,421       5.17 %
Noninterest-earning assets
    45,789                       37,302                  
Total assets
  $ 656,204                     $ 640,687                  
Interest-bearing liabilities:
                                               
Interest - bearing demand deposits
  $ 62,393       63       0.41 %   $ 55,822       95       0.68 %
Money market deposits
    69,435       70       0.41 %     74,245       186       1.00 %
Savings deposits
    170,947       164       0.39 %     158,403       360       0.91 %
Certificates of deposit
    208,528       1,136       2.19 %     226,649       1,363       2.41 %
Borrowings
    23,549       213       3.64 %     25,697       300       4.68 %
Total interest-bearing liabilities
    534,852       1,646       1.24 %     540,816       2,304       1.71 %
Noninterest-bearing liabilities
                                               
Other liabilities
    71,443                       59,889                  
Stockholders' equity
    49,909                       39,982                  
Total liabilities and stockholders' equity
  $ 656,204                     $ 640,687                  
Net interest income
          $ 5,577                     $ 5,117          
Interest rate spread (1)
                    3.78 %                     3.46 %
Net yield on interest-earning assets (2)
                    3.93 %                     3.64 %
Ratio of average interest-earning assets to average interest-bearing liabilities
                    114.13 %                     111.57 %
 

(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 interest margin represents net interest income as a percentage of average interest-earning assets.
(3)   Tax equivalent adjustments to interest income for tax-exempt securities was $388 and $416 for 2012 and 2011, respectively.
 
Analysis of Changes in Net Interest Income. The following table analyzes the changes in interest income and interest expense, between the three month periods ended June 30, 2012 and 2011, 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.
 
 
37

 

   
2012 versus 2011
 
                   
   
Increase (decrease) due to
 
   
Volume
   
Rate
   
Total
 
(Dollars in thousands)
                 
                   
Interest-earning assets:
                 
Loans receivable
  $ 386     $ (144 )   $ 242  
Investment securities
    (109 )     (338 )     (447 )
Interest-bearing deposits with other banks
    (11 )     18       7  
Total interest-earning assets
    266       (464 )     (198 )
                         
                         
Interest-bearing liabilities:
                       
Interest - bearing demand deposits
    11       (43 )     (32 )
Money market deposits
    (12 )     (104 )     (116 )
Savings deposits
    28       (224 )     (196 )
Certificates of deposit
    (109 )     (118 )     (227 )
Borrowings
    (25 )     (62 )     (87 )
Total interest-bearing liabilities
    (107 )     (551 )     (658 )
                         
Net interest income
  $ 373     $ 87     $ 460  

 
38

 
 
   
For the Six Months Ended June 30,
 
   
2012
   
2011
 
                                     
   
Average
Balance
   
Interest
   
Average
Yield/Cost
   
Average
Balance
   
Interest
   
Average
Yield/Cost
 
(Dollars in thousands)
                                   
                                     
Interest-earning assets:
                                   
Loans receivable
  $ 404,852     $ 11,178       5.55 %   $ 377,604     $ 10,700       5.71 %
Investment securities (3)
    185,275       3,206       4.32 %     192,547       4,012       4.96 %
Interest-bearing deposits with other banks
    21,768       71       0.66 %     28,041       68       0.49 %
Total interest-earning assets
    611,895       14,455       5.00 %     598,192       14,780       5.23 %
Noninterest-earning assets
    42,853                       37,330                  
Total assets
  $ 654,748                     $ 635,522                  
Interest-bearing liabilities:
                                               
Interest - bearing demand deposits
  $ 60,184       123       0.41 %   $ 52,873       175       0.67 %
Money market deposits
    70,913       144       0.41 %     73,077       364       1.00 %
Savings deposits
    169,761       330       0.39 %     154,718       697       0.91 %
Certificates of deposit
    212,515       2,333       2.21 %     231,789       2,805       2.44 %
Borrowings
    23,828       402       3.39 %     26,240       604       4.64 %
Total interest-bearing liabilities
    537,201       3,332       1.25 %     538,697       4,645       1.74 %
Noninterest-bearing liabilities
                                               
Other liabilities
    68,691                       57,773                  
Stockholders' equity
    48,856                       39,052                  
Total liabilities and stockholders' equity
  $ 654,748                     $ 635,522                  
Net interest income
          $ 11,123                     $ 10,135          
Interest rate spread (1)
                    3.76 %                     3.49 %
Net interest margin (2)
                    3.91 %                     3.66 %
Ratio of average interest-earning assets to average interest-bearing liabilities
                    113.90 %                     111.04 %
 
(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 interest margin represents net interest income as a percentage of average interest-earning assets.
(3)   Tax equivalent adjustments to interest income for tax-exempt securities was $773 and $721 for 2012 and 2011, respectively.
 
Analysis of Changes in Net Interest Income. The following table analyzes the changes in interest income and interest expense, between the six month periods ended June 30, 2012 and 2011, 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.
 
 
39

 

   
2012 versus 2011
 
                   
   
Increase (decrease) due to
 
   
Volume
   
Rate
   
Total
 
(Dollars in thousands)
                 
                   
Interest-earning assets:
                 
Loans receivable
  $ 774     $ (296 )   $ 478  
Investment securities
    (179 )     (627 )     (806 )
Interest-bearing deposits with other banks
    (15 )     18       3  
Total interest-earning assets
    580       (905 )     (325 )
                         
Interest-bearing liabilities:
                       
Interest - bearing demand deposits
    24       (76 )     (52 )
Money market deposits
    (11 )     (209 )     (220 )
Savings deposits
    68       (435 )     (367 )
Certificates of deposit
    (234 )     (238 )     (472 )
Borrowings
    (56 )     (146 )     (202 )
Total interest-bearing liabilities
    (209 )     (1,104 )     (1,313 )
                         
Net interest income
  $ 789     $ 199     $ 988  
 
LIQUIDITY
 
Management's objective in managing liquidity is maintaining the ability to continue meeting the cash flow needs of bank customers, such as borrowings or deposit withdrawals, as well as the Company’s 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 believes the Company has the capital adequacy, profitability and reputation to meet the current and projected needs of its customers.

For the three and six months ended June 30, 2012, 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”). 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.
 
 
40

 
 
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.
 
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 years ended December 31, 2010 and 2011, and intends to continue to do so during 2012.  Specific actions taken include the evaluation and reorganization of lending and credit administration personnel, retention of collection and workout personnel, and the sale of $5.6 million of nonperforming assets to a sister, nonbank-asset resolution subsidiary.  This amount is an increase from the original $4.6 million sale in 2009.  In 2010 and 2011, the Company invested $500,000 and $1.5 million in EB in the form of capital infusions to maintain Tier I capital at the level required 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.
 
 
41

 

The following table sets forth the capital requirements for EB under the FDIC regulations and EB’s capital ratios at June 30, 2012 and December 31, 2011:

FDIC Regulations
 
   
Capital Ratio
 
Adequately Capitalized
   
Well Capitalized
 
June 30,
2012
   
December 31, 
2011
 
                           
Tier I Leverage Capital
    4.00 %     5.00 % (1)      9.95 %     9.92 %
Risk-Based Capital:
                                 
Tier I
    4.00       6.00         13.01       12.57  
Total
    8.00       10.00         14.26       13.82  

(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.

 
42

 
 
The following table illustrates the Company's and Banks’ capital ratios at June 30, 2012:
 
   
Middlefield Banc Corp.
   
The Middlefield Banking Co.
   
Emerald Bank
 
   
June 30,
2012
   
June 30,
2012
   
June 30,
2012
 
   
Amount
   
Ratio
   
Amount
   
Ratio
   
Amount
   
Ratio
 
   
(in thousands)
 
Total Capital
                                   
(to Risk-weighted Assets)
                                   
                                     
Actual
  $ 55,235       13.18 %   $ 44,581       12.30 %   $ 8,162       14.26 %
For Capital Adequacy Purposes
    33,538       8.00       28,990       8.00       4,578       8.00  
To Be Well Capitalized
    41,923       10.00       36,238       10.00       5,723       10.00  
                                                 
Tier I Capital
                                               
(to Risk-weighted Assets)
                                               
                                                 
Actual
  $ 49,964       11.92 %   $ 40,052       11.05 %   $ 7,447       13.01 %
For Capital Adequacy Purposes
    16,769       4.00       14,495       4.00       2,289       4.00  
To Be Well Capitalized
    25,154       6.00       21,743       5.00       3,434       6.00  
                                                 
Tier I Capital
                                               
(to Average Assets)
                                               
                                                 
Actual
  $ 49,964       7.79 %   $ 40,052       7.12 %   $ 7,447       9.95 %
For Capital Adequacy Purposes
    25,651       4.00       22,508       4.00       2,993       4.00  
To Be Well Capitalized
    32,064       5.00       28,136       5.00       3,742       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.
 
 
43

 
 
MB’s Board of Directors have 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.

MB and EB have 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.
 
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 June 30, 2012 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 June 30, 2011 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 June 30, 2012 for portfolio equity:

   
Increase
 200 Basis Points
   
Decrease
 200 Basis Points
 
             
Net interest income - increase (decrease)
    1.45 %     1.02 %
                 
Portfolio equity - increase (decrease)
    (17.29 )%     (8.01 )  %
 
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.
 
 
44

 
 
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.
 
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, 2011.  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.    Mine Safety Disclosures
 
Item 5.    Other information
 
None
 
 
45

 
 
Item 6.    Exhibits
 
Exhibit list for Middlefield Banc Corp.’s Form 10-Q Quarterly Report for the Period Ended June 30, 2012
 
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
         
 
 
46

 
 
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*
 
[reserved]
   
         
 
 
47

 
 
exhibit number
 
description
 
location
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
 
 
48

 
 
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
 
 
49

 
 
exhibit number
 
description
 
location
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*
 
Executive Deferred Compensation Agreement with Jay P. Giles
 
Incorporated by reference to Exhibit 10.18 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year ended December 31, 2011, filed on March 20, 2012
         
10.19*
 
DBO Agreement with James R. Heslop, II
 
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
         
10.20*
 
DBO Agreement with Thomas G. Caldwell
 
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
         
10.21*
 
Form of Indemnification Agreement with directors and executive officers
 
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
         
10.22*
 
 
Annual Incentive Plan
 
Incorporated by reference to Exhibit 10.22 of Middlefield Banc Corp.’s Form 8-K Current Report filed on June 12, 2012
 
 
50

 
 
exhibit number
 
description
 
location
10.22.1
 
Annual Incentive Plan 2012 Award Summary for named executive officers
 
 
Incorporated by reference to Exhibit 10.22.1 of Middlefield Banc Corp.’s Form 8-K Current Report filed on June 12, 2012
         
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
         
10.26
 
Stock Purchase Agreement dated August 15, 2011 between Bank Opportunity Fund LLC and Middlefield Banc Corp.
 
Incorporated by reference to Exhibit 10.26 of Middlefield Banc Corp.’s Form 8-K Current Report filed on August 18, 2011
         
10.26.1
 
Amendment 1 of the Stock Purchase Agreement with Bank Opportunity Fund LLC (amendment dated September 29, 2011)
 
Incorporated by reference to Exhibit 10.26.1 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year ended December 31, 2011, filed on March 20, 2012
         
10.26.2
 
Amendment 2 of the Stock Purchase Agreement with Bank Opportunity Fund LLC (amendment dated October 20, 2011)
 
Incorporated by reference to Exhibit 10.26.2 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year ended December 31, 2011, filed on March 20, 2012
         
10.26.3
 
Amendment 3 of the Stock Purchase Agreement with Bank Opportunity Fund LLC (amendment dated November 28, 2011)
 
Incorporated by reference to Exhibit 10.26.3 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year ended December 31, 2011, filed on March 20, 2012
 
 
51

 
 
exhibit number
 
description
 
location
10.26.4
 
Amendment 4 of the Stock Purchase Agreement with Bank Opportunity Fund LLC (amendment dated December 21, 2011)
 
Incorporated by reference to Exhibit 10.26.4 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year ended December 31, 2011, filed on March 20, 2012
         
10.26.5
 
March 21, 2012 letter agreement between Bank Opportunity Fund LLC and Middlefield Banc Corp
 
Incorporated by reference to Exhibit 10.26.5 of Middlefield Banc Corp.’s Form 8-K Current Report filed on March 27, 2012
         
10.26.6
 
Amendment 5 of the Stock Purchase Agreement with Bank Opportunity Fund LLC (amendment dated April 17, 2012)
 
Incorporated by reference to Exhibit 10.26.6 of Middlefield Banc Corp.’s Form 8-K Current Report filed on April 23, 2012
         
10.27
 
[reserved]
   
         
10.28
 
Amended and Restated Purchaser’s Rights and Voting Agreement, dated April 17, 2012, among Bank Opportunity Fund LLC, Middlefield Banc Corp., and directors and officers of Middlefield Banc Corp.
 
Incorporated by reference to Exhibit 10.28 of Middlefield Banc Corp.’s Form 8-K Current Report filed on April 23, 2012
         
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
         
101.INS**
 
XBRL Instance
 
filed herewith
         
101.SCH**
 
XBRL Taxonomy Extension Schema
 
filed herewith
         
101.CAL**
 
XBRL Taxonomy Extension Calculation
 
filed herewith
         
101.DEF**
 
XBRL Taxonomy Extension Definition
 
filed herewith
         
101.LAB**
 
XBRL Taxonomy Extension Labels
 
filed herewith
         
101.PRE**
 
XBRL Taxonomy Extension Presentation
 
filed herewith
 
 
* management contract or compensatory plan or arrangement
   
** XBRL
information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
52

 


 

 
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:  August 14, 2012
By:
/s/ Thomas G. Caldwell  
    Thomas G. Caldwell  
   
President and Chief Executive Officer
 
       
       
Date:  August 14, 2012
By:
/s/ Donald L. Stacy  
    Donald L. Stacy  
    Principal Financial and Accounting Officer  
       

 
                                                                        
53