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

January 19, 2006
(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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     The following information is furnished under Item 2.02. On January 17, 2006, Middlefield Banc Corp. issued a press release announcing financial results for the fourth quarter and fiscal year ended December 31, 2005. 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.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

     (c) Exhibits.

The following exhibits are furnished herewith:

EXHIBITS

     (99) January 17, 2006 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: January 19, 2006	/s/ James R. Heslop, II
	Executive Vice President and COO

EX-99

EXHIBIT 99

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. Reports Fourth Quarter and Year End Results for 2005

MIDDLEFIELD, OHIO, January 17, 2006 ¨¨¨¨ Middlefield Banc Corp. (Pink Sheets: MBCN) today fourth quarter 2005 net income of $1,094,000, or $0.83 per diluted share. The fourth quarter 2005 earnings represent a 27.5% increase over the $858,000, or $0.66 per diluted share, that the company recorded for the quarter ended December 31, 2004.

For the twelve months ended December 31, 2005, Middlefield Banc Corp. recorded net income of $3,701,000, or $2.85 per diluted share. This represents an increase of 13.1% over the $3,273,000, or $2.39 per diluted share earned for the twelve-month period ended December 31, 2004.

The company’s total assets ended the fourth quarter of 2005 at $311.2 million, an increase of 6.87% over the $291.2 million in total assets recorded at December 31, 2004. Net loans at December 31, 2005, were $231.2 million, up $18.2 million, or 8.54%, over the $213.0 million in net loans at December 31, 2004. Total deposits at December 31, 2005, were $249.5 million, or 3.99% greater than the deposit level of $239.9 million recorded at December 31, 2004.

Returns on average equity (“ROE”) and average assets (“ROA”) for the full year of 2005 were 14.44% and 1.23%, respectively, compared to 13.36% and 1.17% for 2004. The respective ROE and ROA for the fourth quarter of 2005 were 16.24% and 1.42%. The comparable results for the prior-year quarter were 13.91% and 1.18%.

In reviewing his company’s performance, Middlefield Banc Corp. President and CEO Thomas G. Caldwell, noted, “In a general sense, we are pleased with our results for the quarter and for the year. We were able to achieve a level of earnings in excess of our plan, but were somewhat disappointed by the balance sheet growth results.”

Caldwell continued, “As we had reported earlier in the year, our balance sheet growth was slowed by highly competitive pricing for both loans and deposits. Our efforts have been concentrated on rational pricing decisions designed to not sacrifice the net interest margin and credit quality merely for the sake of growth. While we did not achieve the growth that we had planned, our people are to be complimented for adapting to the situation and overcoming the challenges presented in 2005.”

Highlights for the fourth quarter and year-to-date periods of 2005 include:

• Net interest income for the fourth quarter of 2005 was $2.75 million, an increase of 7.7% over the $2.55 million reported for the comparable period of 2004. The net interest margin was 3.95% in the fourth quarter of 2005, slightly better than the 3.82% posted for the same quarter of 2004. For the year 2005, net interest income was $10.72 million, up 7.6% from the prior year, which reported net interest income of $9.96 million. The net interest margin was 3.92% for the full year of 2005, which was consistent with the 3.89% reported for 2004.

• Non-interest income increased $140,000 for the three-month period and $340,000 for the twelve-month period ending December 31, 2005, over the equal reporting periods of 2004. This increase was primarily the result of higher service charge revenue associated with an increase in the number of deposit accounts as well as an increase in revenue from investment services. Offsetting the increase was a decline in earnings on bank-owned life insurance and check order fees. The fourth quarter of 2004 was also negatively impacted by a loss on securities as the company moved to reposition its balance sheet for long-term growth.

• Non-interest expense for the fourth quarter of 2005 was consistent with that of the fourth quarter of 2004. For the year 2005, non-interest expense was $7.42 million, compared with $6.97 million for 2004. The majority of the increase was attributable to higher equipment depreciation, franchise taxes, maintenance contracts, and data processing fees. Although the timeline for compliance with the provisions of the Sarbanes-Oxley Act of 2002 has been extended, the company did experience higher costs in 2005 associated with efforts to ensure compliance.

• Total deposit growth during 2005 was $9.6 million. The slower growth is directly the result of the competitive interest rate environment present within the company’s market area. The company also had a shift in the deposit composition as certificates of deposits and IRA accounts increased $19.3 million during the twelve months of 2005 and savings accounts decreased $11.2 million during the same period. Net loans at December 31, 2005, stood at $231.2 million, reflecting an increase of $18.2 million during 2005. Increases in commercial loans and home equity lines of credit were partially offset by an unusually high number of pay-offs on residential mortgage loans during the year.

• Provision for loan losses was $107,000 for the third quarter and $302,000 for the year of 2005. While these levels were higher than those reported for 2004, they are in keeping with the company’s 2005 financial plan and are attributable to higher loan levels. At December 31, 2005, the allowance for loan losses as a percentage of total loans was 1.21%, which was comparable to the 1.22% reported at December 31, 2004.

• Stockholders’ equity at December 31, 2005, was $27.3 million, or 8.77% of total assets. This represents an increase of 9.9% from the December 31, 2004 figure. Book value as of December 31, 2005 was $20.28. This was an increase of $1.92 over the December 31, 2004 book value.

• During the fourth quarter of 2005, Middlefield Banc Corp. paid a five percent stock dividend, as well as a cash dividend of $0.235 per common share. 2005 represented the fourth consecutive year in which the company has paid a stock dividend.

“Although our level of nonperforming loans is not where we would like it to be, net charge-offs remained low for the quarter and for the year,” commented Donald L. Stacy, Chief Financial Officer and Treasurer of Middlefield Banc Corp. “In addition to one large commercial real estate loan, we have a few residential mortgage loans on which the borrowers have taken advantage of bankruptcy protection. However, we do not anticipate any significant losses on these credits.”

“In conformity with generally accepted accounting principles and regulatory guidelines, the company uses various formulas to determine the allowance for loan losses (ALLL), “ Stacy continued. “The methodology takes into consideration the rated quality of our loans, the composition of our loan portfolio, and our level of net charge-offs. Based upon our analysis of these factors, and allowing for management discretion, we believe that the ALLL/total loans ratio of 1.21% was sufficient at December 31, 2005.”

Middlefield Banc Corp. is a financial holding company headquartered in Middlefield, Ohio. Its subsidiary, The Middlefield Banking Company, operates six full service banking centers and a UVEST Financial Services® 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.
Consolidated Selected Financial Highlights

December 31, 2005 and 2004 and September 30, 2005
(unaudited, dollars in thousands)

	December 31,		December 31,		September 30,
Balance Sheet (period end)	2005		2004		2005
Assets
Cash and due from banks	$	5,821	$	5,927	$	6,109
Available for sale securities		57,887		57,242		59,954
Held to maturity securities		221		221		221
Total cash and securities		63,929		63,390		66,284
Loans:		234,055		215,653		225,851
Less: reserve for loan losses		2,841		2,623		2,736
Net loans		231,214		213,030		223,115
Premises and equipment		6,624		6,617		6,590
Bank-owned life insurance		5,633		5,424		5,580
Accrued interest receivable and other assets		3,814		2,753		3,753
Total Assets	$	311,214	$	291,214	$	305,322

	December 31,			December 31,			September 30,
	2005			2004			2005
Liabilities and Stockholders’ Equity
Non-interest bearing demand deposits	$	39,782		$	36,332		$	38,673
Interest bearing demand deposits		9,363			8,818			8,834
Money market accounts		13,079			15,667			14,339
Savings deposits		64,097			75,280			66,245
Certificates of deposit		123,129			103,788			120,076
Total Deposits		249,450			239,885			248,167
Borrowed funds		33,289			25,555			29,439
Other liabilities		1,186			952			1,030
Total Liabilities		283,925			266,392			278,636
Common equity		30,936			27,820			29,989
Net Unrealized gain (loss) on securities		(677	)		(28	)		(333	)
Treasury stock		(2,970	)		(2,970	)		(2,970	)
Total Stockholders’ Equity		27,289			24,822			26,686
Total Liabilities and Stockholders’ Equity	$	311,214		$	291,214		$	305,322

4

MIDDLEFIELD BANC CORP.
Consolidated Selected Financial Highlights

December 31, 2005 and 2004
(unaudited, dollars in thousands, except per share amounts)

	For the Three Months Ended						For the Year Ended
	December 31,						December 31,
	2005			2004			2005			2004
Statement of Income
Interest Income	$	4,561		$	4,067		$	17,379		$	15,733
Interest Expense		1,815			1,517			6,655			5,769
Net interest income		2,746			2,550			10,724			9,964
Provision for loan losses		107			63			302			174
Net interest income after provision for loan losses		2,639			2,487			10,422			9,790
Non-interest income
Service charges on deposits		411			387			1,579			1,421
Other income		141			123			540			456
Net securities gains (losses)		—			(98	)		—			(98	)
Total non-interest income		552			412			2,119			1,779
Non-interest expense
Salaries and employee benefits		810			849			3,569			3,502
Net occupancy		121			124			496			502
Equipment		106			68			433			357
Other operating		646			658			2,927			2,605
Total non-interest expense		1,683			1,699			7,425			6,966
Income before income taxes		1,508			1,200			5,116			4,603
Provision for income taxes		414			342			1,415			1,330
Net income	$	1,094		$	858		$	3,701		$	3,273
Per common share data
Net income per common share — basic	$	0.84		$	0.66		$	2.90		$	2.41
Net income per common share — diluted	$	0.83		$	0.66		$	2.85		$	2.39
Dividends declared	$	0.235		$	0.210		$	0.878		$	0.790
Book value (period end)							$	20.28		$	18.36
Average shares outstanding — basic		1,299,316			1,294,890			1,278,269			1,358,218
Average shares outstanding — diluted		1,316,957			1,309,041			1,297,472			1,370,539
Period ending shares outstanding								1,345,654			1,266,255
Selected ratios
Return on average assets		1.42	%		1.18	%		1.23	%		1.17	%
Return on average equity		16.24	%		13.91	%		14.44	%		13.36	%
Yield on earning assets		6.45	%		6.01	%		6.21	%		6.07	%
Cost of interest bearing liabilities		3.00	%		2.65	%		2.81	%		2.61	%
Net interest spread		3.45	%		3.36	%		3.39	%		3.45	%
Net interest margin		3.95	%		3.82	%		3.92	%		3.89	%
Efficiency		47.52	%		54.47	%		54.17	%		57.83	%
Equity to assets at period end								8.77	%		8.52	%

	December 31,			December 31,			September 30,
Asset quality data	2005			2004			2005
Allowance for loan losses	$	2,841		$	2,623		$	2,736
Allowance for loan losses/total loans		1.21	%		1.22	%		1.21	%
Net charge-offs:
Quarter-to-date	$	2		$	66		$	16
Year-to-date		84			72			82
Net charge-offs to average loans		0.04	%		0.04	%		0.07	%
Non-performing loans/total loans		0.73	%		0.68	%		0.70	%
Allowance for loan losses/non-performing loans		165.85	%		177.95	%		174.27	%

5