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) |
(Registrants 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 |
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 Companys 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 companys 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 managements 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 companys 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 companys 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 |
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Cash and due from banks |
$ | 22,022 | $ | 15,730 | $ | 11,555 | ||||||
Federal funds sold |
23,587 | 18,660 | 30,581 | |||||||||
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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 | |||||||||
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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 | |||||||||
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Total Assets |
$ | 657,949 | $ | 654,551 | $ | 635,837 | ||||||
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LIABILITIES |
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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 | |||||||||
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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 | |||||||||
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Total Liabilities |
609,490 | 607,298 | 596,554 | |||||||||
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STOCKHOLDERS EQUITY |
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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 | ) | ||||||
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Total Stockholders Equity |
48,459 | 47,253 | 39,283 | |||||||||
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Total Liabilities and Stockholders Equity |
$ | 657,949 | $ | 654,551 | $ | 635,837 | ||||||
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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 |
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Interest and fees on loans |
$ | 5,537 | $ | 5,301 | ||||
Interest-bearing deposits in other institutions |
4 | 2 | ||||||
Federal funds sold |
3 | 9 | ||||||
Investment securities: |
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Taxable interest |
915 | 1,323 | ||||||
Tax-exempt interest |
747 | 698 | ||||||
Dividends on FHLB stock |
26 | 26 | ||||||
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Total interest income |
7,232 | 7,359 | ||||||
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INTEREST EXPENSE |
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Deposits |
1,497 | 2,037 | ||||||
Short term borrowings |
59 | 59 | ||||||
Other borrowings |
84 | 109 | ||||||
Trust preferred securities |
46 | 136 | ||||||
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Total interest expense |
1,686 | 2,341 | ||||||
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NET INTEREST INCOME |
5,546 | 5,018 | ||||||
Provision for loan losses |
600 | 865 | ||||||
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NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES |
4,946 | 4,153 | ||||||
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NONINTEREST INCOME |
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Service charges on deposit accounts |
431 | 428 | ||||||
Net securities gains |
| 15 | ||||||
Earnings on bank-owned life insurance |
68 | 73 | ||||||
Other income |
295 | 183 | ||||||
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Total noninterest income |
794 | 699 | ||||||
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NONINTEREST EXPENSE |
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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 | ||||||
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Total noninterest expense |
3,782 | 3,705 | ||||||
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Income before income taxes |
1,958 | 1,147 | ||||||
Income taxes |
435 | 145 | ||||||
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NET INCOME |
$ | 1,523 | $ | 1,002 | ||||
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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 sharebasic |
$ | 0.86 | $ | 0.62 | ||||
Net income per common sharediluted |
$ | 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 outstandingbasic |
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 | ||||||
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Non-performing loans |
17,677 | 22,014 | ||||||
Other real estate owned |
2,125 | 2,248 | ||||||
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Non-performing assets |
$ | 19,802 | $ | 24,262 | ||||
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Allowance for loan losses |
$ | 7,267 | $ | 6,685 | ||||
Allowance for loan losses/total loans |
1.80 | % | 1.78 | % | ||||
Net charge-offs: |
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Quarter-to-date |
$ | 152 | $ | 401 | ||||
Year-to-date |
152 | 401 | ||||||
Net charge-offs to average loans |
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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 | % |
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