8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 29, 2011

Middlefield Banc Corp.

(Exact name of registrant as specified in its charter)

Ohio	000-32561	34-1585111
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

15985 East High Street Middlefield, Ohio	44062
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (440) 632-1666

(not applicable)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

Net income information contained in the Company’s January 26, 2011 press release (the “Release”) announcing its unaudited results of operations and financial condition for the fiscal periods ended December 31, 2010 is no longer accurate. Following the earnings announcement, the company determined that it had incorrectly recognized expense related to the assessment of the Federal Deposit Insurance Corporation for deposit insurance.

For the fiscal year ended December 31, 2010, the Company’s net income was $2,517,000, as compared to the net income of $2,768,000 initially reported in the Release. On a per share basis, the Company’s diluted earnings were $1.60 for 2010; a reduction of $0.16 per share from the amount initially reported in the Release. In addition, the Company’s total assets and total shareholder equity at December 31, 2010 were approximately $632.2 million and $38.0 million, respectively.

The Release was filed as Exhibit 99 to the Company’s Form 8-K filed with the Commission on January 27, 2011.

Item 8.01. Other Events.

On February 15, 2011, the Company issued a press release announcing a quarterly cash dividend of $0.26 per share of its common stock payable on March 15, 2011 to shareholders of record on March 4, 2011. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are furnished herewith:

Exhibit
Number		Exhibit Description
	99.1	Press Release announcing Company’s quarterly dividend of $0.26 per common share
	99.2	Financial Statements as of December 31, 2010 (unaudited)

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Middlefield Banc Corp.
Date: February 15, 2011	/s/ James R. Heslop, II
	James R. Heslop, II
	Executive Vice President and Chief Operating Officer

EX-99.1

Exhibit 99.1

15985 East High Street
P. O. Box 35
Middlefield, Ohio 44062
Phone: 440/632-1666 FAX: 440/632-1700
www.middlefieldbank.com

PRESS RELEASE

Contact: James R. Heslop, 2nd
Executive Vice President/Chief Operating Officer
(440) 632-1666 Ext. 3219
jheslop@middlefieldbank.com

Middlefield Banc Corp. Announces First Quarter 2011 Cash Dividend

MIDDLEFIELD, OHIO, February 15, 2011 ¨¨¨¨ Middlefield Banc Corp. (OTCQB: MBCN) today announced that the company’s board of directors has declared a quarterly cash dividend of $0.26 per common share payable on March 15, 2011, to shareholders of record on March 4, 2011. This is equal to the cash dividend paid in the first quarter of last year.

In making the announcement of the dividend, MBCN President and CEO Thomas G. Caldwell stated that the Form 8-K filed today announcing a reduction of $251,000 or $0.16 per share from the amounts reported in its earlier Earnings Release on January 26^th did not alter the decision of the Board in making the declaration of the cash dividend. “Our financial plan for 2011 continues to reflect strong earnings potential. We remain confident of our ability to generate returns sufficient to reward our shareholders for their continued trust.”

Middlefield Banc Corp., headquartered in Middlefield, Ohio, is a financial holding company with total assets in excess of $632 million. Its subsidiary, The Middlefield Banking Company, operates full service banking centers and a UVEST Financial Services^® brokerage office serving Chardon, Cortland, Garrettsville, Mantua, Middlefield, Newbury and Orwell, Ohio. The company also serves the central Ohio market through its Emerald Bank subsidiary, with offices in Dublin and Westerville, Ohio. Additional information is available at www.middlefieldbank.com and www.emeraldbank.com.

This announcement contains forward-looking statements that involve risk and uncertainties, including changes in general economic and financial market conditions and the Company’s ability to execute its business plans. Although management believes the expectations reflected in such statements are reasonable, actual results may differ materially.

EX-99.2

Exhibit 99.2

MIDDLEFIELD BANC CORP.
Consolidated Selected Financial Highlights

December 31, 2010 and December 31, 2009

	(unaudited)
Balance Sheet as of	December 31,		December 31,
(Dollar amounts in thousands)	2010		2009
Assets
Cash and due from banks	$	10,473	$	12,909
Federal funds sold		20,162		28,123
Interest-bearing deposits in other institutions		0		121
Cash and cash equivalents		30,635		41,153
Investment securities available for sale		201,772		136,711
Loans:		372,498		353,597
Less: reserve for loan losses		6,221		4,937
Net loans		366,277		348,660
Premises and equipment		8,179		8,394
Goodwill		4,559		4,559
Bank-owned life insurance		7,979		7,707
Accrued interest receivable and other assets		12,796		11,474
Total Assets	$	632,197	$	558,658

	December 31,			December 31,
	2010			2009
Liabilities and Stockholders’ Equity
Non-interest bearing demand deposits	$	53,391		$	44,387
Interest bearing demand deposits		48,869			38,111
Money market accounts		71,105			56,451
Savings deposits		146,993			107,358
Time deposits		244,893			240,799
Total Deposits		565,251			487,106
Short-term borrowings		7,632			6,800
Other borrowings		19,321			25,865
Other liabilities		1,971			2,180
Total Liabilities		594,175			521,951
Common equity		28,429			27,919
Retained earnings		15,840			14,960
Accumulated other comprehensive income		487			562
Treasury stock		(6,734	)		(6,734	)
Total Stockholders’ Equity		38,022			36,707
Total Liabilities and Stockholders’ Equity	$	632,197		$	558,658

MIDDLEFIELD BANC CORP.
Consolidated Selected Financial Highlights

December 31, 2010 and December 31, 2009
(Dollar amounts in thousands)

	(unaudited)						(unaudited)
	For the Three Months Ended						For the Year Ended
	December 31,						December 31,
Income Statement	2010			2009			2010			2009
INTEREST INCOME
Interest and fees on loans	$	5,363		$	5,191		$	21,084		$	20,271
Interest-bearing deposits in other institutions		5			3			15			15
Federal funds sold		14			10			52			20
Investment securities
Taxable interest		1,353			1,041			5,185			3,794
Tax-exempt interest		709			507			2,650			1,882
Dividends on Stock		26			22			108			69
Total interest income		7,470			6,774			29,094			26,051
INTEREST EXPENSE
Deposits		2,255			2,520			9,504			10,296
Short term borrowings		63			19			249			34
Other borrowings		121			203			642			919
Trust preferred securities		138			135			550			534
Total interest expense		2,577			2,877			10,945			11,783
NET INTEREST INCOME		4,893			3,897			18,149			14,268
Provision for loan losses		1,225			818			3,580			2,578
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		3,668			3,079			14,569			11,690
NONINTEREST INCOME
Service charges on deposits		463			511			1,784			1,905
Net securities gains (losses)		(34	)		(14	)		11			(14	)
Earnings on bank-owned life insurance		69			68			273			266
Other income		136			153			555			511
Total non-interest income		634			718			2,623			2,668
NONINTEREST EXPENSE
Salaries and employee benefits		1,644			1,634			6,411			5,938
Occupancy expense		229			237			946			928
Equipment expense		68			84			626			509
Data processing costs		168			225			743			917
Ohio state franchise tax		(56	)		123			348			493
FDIC assessment		577			178			1,166			707
Professional fees		188			236			678			673
Loss on sale of other real estate owned		33			—			783			183
Other operating expense		784			593			3,062			2,302
Total non-interest expense		3,635			3,310			14,763			12,650
Income before income taxes		667			487			2,429			1,708
Provision for income taxes		(28	)		(17	)		(88	)		(73	)
NET INCOME	$	695		$	504		$	2,517		$	1,781

	(unaudited)						(unaudited)
	For the Three Months Ended						For the Year Ended
	December 31,						December 31,
Income Statement	2010			2009			2010			2009
Per common share data
Net income per common share — basic	$	0.44		$	0.32		$	1.60		$	1.15
Net income per common share — diluted	$	0.44		$	0.32		$	1.60		$	1.15
Dividends declared	$	0.26		$	0.26		$	1.04		$	1.04
Book value per share(period end)	$	23.90		$	23.46		$	23.90		$	23.46
Tangible book value per share (period end)	$	21.03		$	20.55		$	21.03		$	20.55
Dividend payout ratio		59.28	%		80.40	%		65.04	%		90.28	%
Average shares outstanding — basic		1,585,454			1,558,132			1,575,213			1,547,239
Average shares outstanding -diluted		1,585,454			1,558,132			1,575,821			1,547,979
Period ending shares outstanding		1,591,023			1,564,582			1,591,023			1,564,582
Selected ratios
Return on average assets		0.43	%		0.37	%		0.41	%		0.36	%
Return on average equity		6.80	%		5.42	%		6.44	%		4.90	%
Yield on earning assets		5.17	%		5.56	%		5.32	%		5.85	%
Cost of interest bearing liabilities		1.88	%		2.50	%		2.11	%		2.84	%
Net interest spread		3.29	%		3.06	%		3.22	%		3.01	%
Net interest margin		3.47	%		3.28	%		3.41	%		3.30	%
Efficiency (1)		61.69	%		67.89	%		66.69	%		70.65	%
Equity to assets at period end		6.01	%		6.57	%		6.01	%		6.57	%

(1) The efficiency ratio is calculated by dividing non-interest expense less amortization of intangibles by the sum of net interest income on a fully taxable equivalent basis plus non-interest income.

	December 31,			December 31,
Asset quality data	2010			2009
(Dollar amounts in thousands)
Non-accrual loans	$	18,399		$	14,519
Troubled debt restructuring		1,587			—
90 day past due and accruing		—			1,766
Non-performing loans		19,986			16,285
Other real estate owned		2,302			2,165
Non-performing assets	$	22,288		$	18,450
Allowance for loan losses	$	6,221		$	4,937
Allowance for loan losses/total loans		1.67	%		1.40	%
Net charge-offs:
Quarter-to-date	$	975		$	304
Year-to-date		2,296			1,198
Net charge-offs to average loans
Quarter-to-date		0.26	%		0.09	%
Year-to-date		0.63	%		0.36	%
Non-performing loans/total loans		5.37	%		4.61	%
Allowance for loan losses/non-performing loans		31.13	%		30.31	%
Non-performing assets/total assets		3.53	%		3.30	%