-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VWq6maU5e9zA2PGkTSQxsLKLX8D9hWGR8vbm+BSs6UBmbi5FYxQp1oNFAFetL2l0 7DHUgo5h1VkvJg+JuWxfxQ== 0000950152-04-003115.txt : 20040423 0000950152-04-003115.hdr.sgml : 20040423 20040423080051 ACCESSION NUMBER: 0000950152-04-003115 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040420 ITEM INFORMATION: FILED AS OF DATE: 20040423 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDDLEFIELD BANC CORP CENTRAL INDEX KEY: 0000836147 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 341585111 STATE OF INCORPORATION: OH FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32561 FILM NUMBER: 04749361 BUSINESS ADDRESS: STREET 1: 15985 E HIGH ST STREET 2: P O BOX 35 CITY: MIDDLEFILED STATE: OH ZIP: 44062-9263 BUSINESS PHONE: 4406321666 MAIL ADDRESS: STREET 1: 15985 EAST HIGH STREET STREET 2: P O BOX 35 CITY: MIDDLEFIELD STATE: OH ZIP: 44062-9263 8-K 1 l07132ae8vk.txt MIDDLEFIELD BANC CORP 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8 - K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 April 20, 2004 (Date of Report: Date of earliest event reported) Middlefield Banc Corp. (Exact name of registrant as specified in its charter) Ohio (State or other jurisdiction of incorporation) 000-32561 (Commission File Number) 34-1585111 (I.R.S. Employer Identification Number) 15985 East High Street Middlefield, Ohio 44062 (Address of principal executive offices, including zip code) (440) 632-1666 (Registrant's telephone number, including area code) (not applicable) (Former name or former address, if changed since last report) ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION The following information is furnished under Item 12. On April 16, 2004, Middlefield Banc Corp. issued a press release announcing financial results for the first quarter ended March 31, 2004. A copy of the press release is attached hereto as Exhibit 99 and is incorporated herein by this reference. The information contained or incorporated by reference in this current report on Form 8-K may contain forward-looking statements, including certain plans, expectations, goals, and projections, which are subject to numerous assumptions, risks, and uncertainties. Actual results could differ materially from those contained or implied by such statements for a variety of factors, including: changes in economic conditions; movements in interest rates; competitive pressures on product pricing and services; success and timing of business strategies; the nature, extent, and timing of governmental actions and reforms; and extended disruption of vital infrastructure. All forward-looking statements included in this current report on Form 8-K are based on information available at the time of the report. Middlefield Banc Corp. assumes no obligation to update any forward-looking statement. EXHIBITS (99) April 16, 2004 press release of Middlefield Banc Corp. 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: April 20, 2004 /s/ James R. Heslop, II , ---------------------------------------- Executive Vice President and COO EX-99 3 l07132aexv99.txt EXHIBIT 99 EXHIBIT 99 [MIDDLEFIELD BANC CORP LOGO] 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 FOR IMMEDIATE RELEASE MIDDLEFIELD BANC CORP. REPORTS FIRST QUARTER NET INCOME MIDDLEFIELD, OHIO, April 16, 2004 Middlefield Banc Corp. (Pink Sheets: MBCN) today reported first quarter net income of $685,000, or $0.56 per diluted share, compared to $653,000, or $0.53 per diluted share, in the first quarter of 2003. Middlefield Banc Corp.'s first quarter 2004 results reflect a return on average assets (ROA) of 1.02% and a return on average equity (ROE) of 11.46%. The company's first quarter 2004 operating revenue, consisting of net interest income on a taxable equivalent basis and non-interest income, totaled $4,195,000, representing an increase of 8.54% from $3,865,000 during the same period a year ago. "Our first quarter results represent a strong start to the year," said Thomas G. Caldwell, President and Chief Executive Officer of Middlefield Banc Corp. "The performance of our organization during the first three months of this year were driven by solid revenue and loan growth, as well as excellent credit quality." Total assets at the end of the quarter were $273,509,000, which is an increase of 13.92% from March 31, 2003. From the comparable year ago quarter-end, loans were up 12.62%, while deposits increased 17.35%. Shareholders equity at March 31, 2004 was $24,340,000, an increase of 10.49% from the 2003 first quarter-end. As of March 31, 2004, the allowance for loan losses totaled $2,545,000, or 1.26% of total loans and 334.43% of non-performing loans. This compares to 1.33% and 297.44%, respectively, as of March 31, 2003. Annualized net charge-offs were 0.01% of average loans as of March 31, 2004, compared with 0.04% as of March 31, 2003. Non-performing loans as a percentage of total loans were 0.38% for both reporting periods. Net interest income on a tax equivalent basis was $2,416,000 for the first quarter of 2004, an increase of 13.08% from $2,136,000 the same period a year ago. The net interest margin for the quarter ended March 31, 2004, was 4.00% compared with 4.02% for the quarter ended March 31, 2003. The continued pressure on the interest margin was the result of the continuation of the historically low interest rate environment. This was further evidenced by a decline in the yield on earning assets to 6.15% for the first quarter of 2004 from the 6.58% recorded during the comparable year ago period. Non-interest income was $396,000 for the first three months of 2004. This is an increase of 43.18% from 2003's $277,000. This increase is attributable to the company's purchase of bank owned life insurance at the end of March 2003, as well as increased fees on deposit accounts. Non-interest expense for the 2004 first quarter was $1,781,000, up 30.44% from the $1,365,000 recorded in the first quarter of 2003. $274,000 of this increase of $416,000 was in employee compensation and benefit expense. This was the result of increased staffing, higher payroll and health insurance costs, and additional pay periods within the quarter. Reflected within the increased staffing costs, as well as increased occupancy and other costs, is the operation of the bank's Orwell office, which opened in April 2003. During the first quarter, Middlefield Banc Corp. declared a quarterly cash dividend of $0.21 per share on its common stock. The cash dividend was paid on March 15, 2004, to all Middlefield Banc Corp. common stock holders of record as of February 25, 2004. The company has also announced that it has set Wednesday, May 12, 2004, as the date for its Annual Meeting of Shareholders. The meeting will be held at 1:00 p.m. at Grandview Inn, 13404 Old State Road, Middlefield, Ohio, 44062. The record date for determining shareholders entitled to vote at the annual meeting was March 24, 2004. Middlefield Banc Corp. and The Middlefield Banking Company are headquartered in Middlefield, Ohio. With assets in excess of $270 million, the bank operates full service banking centers and a UVEST Financial Services(R) brokerage office serving Chardon, Garrettsville, Mantua, Middlefield, and Orwell, Ohio. 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. MIDDLEFIELD BANC CORP. SELECTED CONSOLIDATED FINANCIAL INFORMATION
FOR THE THREE MONTHS ENDED MARCH 31, --------------------------------------------- 2004 2003 % CHANGE --------------------------------------------- EARNINGS (IN 000S) Total interest income $ 3,799 $ 3,588 5.88% Total interest expense 1,383 1,451 -4.69% Net interest income 2,416 2,136 13.08% Provision for loan losses 30 105 -71.43% Net interest income after provision for loan losses 2,386 2,031 17.45% Total noninterest income 396 277 43.18% Total noninterest expense 1,781 1,365 30.44% Income before income taxes 1,001 943 6.19% Federal Income Taxes 316 290 8.99% Net income 685 653 4.98% PER SHARE (1) Earnings per common share - Basic $ 0.56 $ 0.53 5.66% Earnings per common share - Diluted 0.56 0.53 5.66% Cash Dividends Paid 257 231 11.26% Book value (end of period) 19.88 18.15 9.51% SHARES OUTSTANDING Average - Basic 1,224,453 1,214,251 Average - Diluted 1,231,269 1,216,402 Actual (end of period) 2,455,722 2,430,653
FOR THE THREE MONTHS ENDED MARCH 31, --------------------------------------------------- 2004 2003 % CHANGE --------------------------------------------------- KEY PERFORMANCE RATIOS Return on average assets 1.02% 1.12% -8.66% Return on average equity 11.46% 11.93% -3.95% Net interest margin 4.00% 4.02% -0.37% Yield on earning assets 6.15% 6.58% -6.53% Efficiency ratio 63.33% 56.68% 11.73% Net charge-offs to average loans (actual for the period) 0.00% 0.01% -65.75% Net charge-offs to average loans (annualized) 0.01% 0.04% -65.75%
Total allowance for loan losses to nonperforming loans 334.43% 297.44% 12.44% Nonperforming loans to total loans 0.38% 0.38% -- Total allowance for loan losses to total loans 1.26% 1.33% -5.36% Equity to assets at period end 8.90% 9.18% -3.01% AT PERIOD END (IN 000S) Total assets $ 273,509 $ 240,086 13.92% Total deposits 228,483 194,702 17.35% Net loans receivable 199,380 177,044 12.62% Securities 50,545 42,839 17.99% Shareholders equity 24,340 22,029 10.49%
(1) Per share data has been restated to reflect the five percent stock d ividend paid in 2003. MIDDLEFIELD BANC CORP. SUPPLEMENTAL DETAIL
AS OF MARCH 31, ------------------------------- 2004 2003 ------------------------------- BALANCE SHEET (in 000s) ASSETS Cash and due from banks $ 3,434 $ 5,983 Federal funds sold 5,505 0 Securities available for sale 49,233 38,050 Held to maturity securities 1,312 4,788 -------- -------- Total cash and securities 59,484 48,822 Loans held for investment 201,925 179,433 Loans held for sale 0 0 -------- -------- Total loans 201,925 179,433 Reserve for losses on loans 2,545 2,390 Intangibles 0 0 Other real estate owned 0 2 Premises and equipment 6,707 6,720
Other assets 7,938 7,499 -------- -------- TOTAL ASSETS $273,509 $240,086 ======== ========
AS OF MARCH 31, ------------------------------------------ 2004 2003 ------------------------------------------ LIABILITIES Deposits $ 228,483 $ 194,702 Federal funds purchased 0 1,600 Borrowed funds 19,728 20,972 Other liabilities 958 783 --------- --------- TOTAL LIABILITIES $ 249,169 $ 218,058 --------- --------- EQUITY Common equity $ 25,667 $ 23,417 Net unrealized gain (loss) on securities 418 357 Treasury stock (1,745) (1,745) --------- --------- TOTAL EQUITY $ 24,340 $ 22,029 --------- --------- TOTAL LIABILITIES & EQUITY $ 273,509 $ 240,086 ========= =========
SUPPLEMENTAL DETAIL (CONTINUED) INCOME STATEMENT
FOR THE THREE MONTHS ENDED MARCH 31, --------------------------------- 2004 2003 --------------------------------- Employee compensation and benefits expense $ 920 $ 646 Occupancy and equipment expense 239 179 Other general, administrative and other expense 622 540 ------ ------ Total noninterest expense $1,781 $1,365 ====== ======
CHARGE-OFFS
FOR THE THREE MONTHS ENDED MARCH 31, ------------------------- 2004 2003 ------------------------- Loan charge-offs $12 $18 Recoveries on loans 6 2 Net loan charge-offs 6 16
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