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

(Date of Report: Date of earliest event reported) April 24, 2012

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)	(I.R.S. Employer Identification Number)

15985 East High Street

Middlefield, Ohio 44062

(Address of principal executive offices, including 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:

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

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

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

¨ 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

The following information is furnished under Item 2.02. On April 24, 2012, Middlefield Banc Corp. issued a press release announcing financial results for the quarter ended March 31, 2012. 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 April 24, 2012 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 25, 2012	/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. First Quarter Earnings Increase 52% to $1.5 million

MIDDLEFIELD, OHIO, April 24, 2012 ¿¿¿¿ Middlefield Banc Corp. (OTCQB: MBCN), reported net income of $1.523 million for the quarter ended March 31, 2012, compared to $1.002 million for the quarter ended March 31, 2011, an increase of 52%. On a per share basis, the Company’s diluted earnings were $0.86 for the 2012 first quarter, as compared to $0.62 for the comparable period of 2011.

Annualized returns on average equity (“ROE”) and average assets (“ROA”) for the 2012 quarter were 12.81% and 0.94%, respectively, compared with 10.50% and 0.63% for the first quarter of 2011.

For the first three months of 2012, net interest income increased $528,000, or 10.5% from the same period last year. While interest income experienced a decline of $127,000, or 1.7%, interest expense was $655,000, or 28.0%, lower in the 2012 quarter as compared to the same period of 2011. The net interest margin for the three months ended March 31, 2012 was 3.89%, compared to 3.68% for the same period of the prior year.

For the three months ended March 31, 2012, management provided $600,000 to the allowance for loan losses, which compares to $865,000 for the same period of 2011. Net charge-offs for the 2012 first quarter were $152,000, or 0.04% of average loans. The allowance for loan losses at March 31, 2012 stood at $7.3 million, or 1.80% of total loans. At March 31, 2011, the allowance for loan losses was $6.7 million, representing 1.78% of total loans. Based on the evaluation of the adequacy of the allowance for loan losses, management believes that, at March 31, 2012, the allowance for loan losses was adequate and reflects probable losses in the loan portfolio.

Noninterest income for the first quarter of 2012 was $794,000. This was a modest increase of 13.6% from the comparable period of 2011. The primary factors in this increase were higher revenues from investment services and fees generated by increased debit card usage. Although deposit service charges increased year-over-year, the growth was tempered by rules eliminating certain automatic overdraft protection arrangements and the ability to charge fees for the payment of overdrafts for debit and ATM card transactions.

Noninterest expense for the first quarter of 2012 totaled $3.8 million, an increase of $77,000, or 2.1% from the same period last year. Salaries and benefits, the company’s largest noninterest expense, contributed $60,000 to the increase. This increase is largely related to the growth of the company, including increased staffing levels in regulatory compliance. Higher data processing costs and FDIC insurance expense were directly related to the growth of the company since the first quarter of 2011. The limited growth in non-interest expense reflects management’s on-going efforts to control expenses.

“Having finished a record earnings year in 2011, we are very pleased to report continued strong earnings during the first quarter of 2012”, stated Thomas G. Caldwell, President and Chief Executive Officer, “We enjoyed positive growth in net interest income, while maintaining our focus on managing our non-interest expenses.”

“Our efforts during the quarter are further evidenced by our efficiency ratio, which is very positive for a community-based financial company. We are especially pleased that we achieved these results even as we increased staffing in an effort to address the increasing regulatory burden. Our focus remains on delivering excellence in customer service, increasing value to our shareholders, and operating our company in accordance with safe and sound banking practices,” Caldwell concluded.

Balance Sheet Growth

The company’s total assets as of March 31, 2012 stood at $657.9 million, an increase of 0.5% over the $654.6 million in total assets reported at December 31, 2011. Net loans at March 31, 2012, were $397.0 million, up $1.9 million, or 0.5%, over the $395.1 million reported at December 31, 2011. Total deposits at the end of the first quarter 2012 were $583.9 million, or 0.5 % greater than the deposit level of $581.0 million at December 31, 2011. Stockholders’ equity at March 31, 2012, was $48.5 million. Tangible book value per share as of March 31, 2012, was $24.78.

Dividends

During the first quarter of both 2012 and 2011, Middlefield paid cash dividends of $0.26 per share.

Middlefield Banc Corp. headquartered in Middlefield, Ohio is a multi-bank holding company with total assets of $657.9 million. The company’s lead bank, 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. 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 press release of Middlefield Banc Corp. and the reports Middlefield Banc Corp. files with the Securities and Exchange Commission often contain “forward-looking statements” relating to present or future trends or factors affecting the banking industry and, specifically, the financial operations, markets and products of Middlefield Banc Corp. These forward-looking statements involve certain risks and uncertainties. There are a number of important factors that could cause Middlefield Banc Corp.’s future results to differ materially from historical performance or projected performance. These factors include, but are not limited to: (1) a significant increase in competitive pressures among financial institutions; (2) changes in the interest rate environment that may reduce interest margins; (3) changes in prepayment speeds, charge-offs and loan loss provisions; (4) less favorable than expected general economic conditions; (5) legislative or regulatory changes that may adversely affect businesses in which Middlefield Banc Corp. is engaged; (6) technological issues which may adversely affect Middlefield Banc Corp.’s financial operations or customers; (7) changes in the securities markets; or (8) risk factors mentioned in the reports and registration statements Middlefield Banc Corp. files with the Securities and Exchange Commission. Middlefield Banc Corp. undertakes no obligation to release revisions to these forward-looking statements or to reflect events or circumstances after the date of this press release.

MIDDLEFIELD BANC CORP.

Consolidated Selected Financial Highlights

March 31, 2012 and 2011 and December 31, 2011

	(unaudited)						(unaudited)
Balance Sheet (period end)	March 31,			December 31,			March 31,
(Dollar amounts in thousands)	2012			2011			2011
ASSETS
Cash and due from banks	$	22,022		$	15,730		$	11,555
Federal funds sold		23,587			18,660			30,581
Cash and cash equivalents		45,609			34,390			42,136
Investment securities available for sale		183,770			193,977			189,640
Loans		404,269			401,880			376,529
Less allowance for loan losses		7,267			6,819			6,685
Net loans		397,002			395,061			369,844
Premises and equipment		8,368			8,264			8,053
Goodwill		4,559			4,559			4,559
Bank-owned life insurance		8,326			8,257			8,052
Accrued interest and other assets		10,315			10,043			13,553
Total Assets	$	657,949		$	654,551		$	635,837
LIABILITIES
Noninterest-bearing demand	$	64,517		$	63,348		$	52,831
Interest-bearing demand		63,509			55,853			54,371
Money market		71,047			75,621			75,046
Savings		172,236			167,207			155,945
Time		212,633			218,933			230,411
Total deposits		583,942			580,962			568,604
Short-term borrowings		7,365			7,392			7,301
Other borrowings		16,561			16,831			18,956
Other liabilities		1,622			2,113			1,693
Total Liabilities		609,490			607,298			596,554
STOCKHOLDERS’ EQUITY
Common stock		31,420			31,240			29,286
Retained earnings		19,272			18,206			16,418
Accumulated other comprehensive income		4,501			4,541			313
Treasury stock		(6,734	)		(6,734	)		(6,734	)
Total Stockholders’ Equity		48,459			47,253			39,283
Total Liabilities and Stockholders’ Equity	$	657,949		$	654,551		$	635,837

MIDDLEFIELD BANC CORP.

Consolidated Selected Financial Highlights

March 31, 2012 and 2011

(Dollar amounts in thousands)

(unaudited)

	For the Three Months Ended
Income Statement	March31,
	2012		2011
INTEREST INCOME
Interest and fees on loans	$	5,537	$	5,301
Interest-bearing deposits in other institutions		4		2
Federal funds sold		3		9
Investment securities:
Taxable interest		915		1,323
Tax-exempt interest		747		698
Dividends on FHLB stock		26		26
Total interest income		7,232		7,359
INTEREST EXPENSE
Deposits		1,497		2,037
Short term borrowings		59		59
Other borrowings		84		109
Trust preferred securities		46		136
Total interest expense		1,686		2,341
NET INTEREST INCOME		5,546		5,018
Provision for loan losses		600		865
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		4,946		4,153
NONINTEREST INCOME
Service charges on deposit accounts		431		428
Net securities gains		—		15
Earnings on bank-owned life insurance		68		73
Other income		295		183
Total noninterest income		794		699
NONINTEREST EXPENSE
Salaries and employee benefits		1,750		1,690
Occupancy expense		248		272
Equipment expense		170		158
Data processing costs		199		180
Ohio state franchise tax		129		128
Federal deposit insurance expense		243		225
Professional fees		214		211
(Gain) Loss on sale of other real estate owned		27		(20	)
Other expense		802		861
Total noninterest expense		3,782		3,705
Income before income taxes		1,958		1,147
Income taxes		435		145
NET INCOME	$	1,523	$	1,002

MIDDLEFIELD BANC CORP.

Consolidated Selected Financial Highlights

March 31, 2012 and 2011

(unaudited)

	For the Three Months Ended
	March 31,
	2012			2011
Per common share data
Net income per common share—basic	$	0.86		$	0.62
Net income per common share—diluted	$	0.86		$	0.62
Dividends declared	$	0.26		$	0.26
Book value per share(period end)	$	27.35		$	23.86
Tangible book value per share (period end)	$	24.78		$	21.09
Dividend payout ratio		30.01	%		40.92	%
Average shares outstanding—basic		1,763,982			1,621,889
Average shares outstanding -diluted		1,764,585			1,621,889
Period ending shares outstanding		1,771,687			1,646,609
Selected ratios
Return on average assets		0.94	%		0.63	%
Return on average equity		12.81	%		10.50	%
Yield on earning assets		4.99	%		5.28	%
Cost of interest bearing liabilities		1.26	%		1.77	%
Net interest spread		3.74	%		3.51	%
Net interest margin		3.89	%		3.68	%
Efficiency (1)		56.24	%		60.97	%
Equity to assets at period end		7.37	%		6.18	%

(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.

	March 31,			March 31,
Asset quality data	2012			2011
(Dollar amounts in thousands)
Non-accrual loans	$	15,641		$	19,017
Troubled debt restructuring		926			2,942
90 day past due and accruing		1,110			55
Non-performing loans		17,677			22,014
Other real estate owned		2,125			2,248
Non-performing assets	$	19,802		$	24,262
Allowance for loan losses	$	7,267		$	6,685
Allowance for loan losses/total loans		1.80	%		1.78	%
Net charge-offs:
Quarter-to-date	$	152		$	401
Year-to-date		152			401
Net charge-offs to average loans
Quarter-to-date		0.04	%		0.11	%
Year-to-date		0.04	%		0.11	%
Non-performing loans/total loans		4.37	%		5.85	%
Allowance for loan losses/non-performing loans		41.11	%		30.37	%