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

October 25, 2012

(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)

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 October 25, 2012, Middlefield Banc Corp. issued a press release announcing financial results for the quarter and nine month period ended September 30, 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 October 25, 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: October 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. Reports Third Quarter 2012 Earnings of $0.93 Per Share

MIDDLEFIELD, OHIO, October 25, 2012 ¿¿¿¿ Middlefield Banc Corp. (OTCQB: MBCN), parent company of The Middlefield Banking Company and Emerald Bank, announced net income for the third quarter of 2012 of $1,849,000, or $0.93 per diluted share. Net income for the third quarter of 2011 was $1,079,000, or $0.63 per diluted share. Annualized returns on average equity (“ROE”) and average assets (“ROA”) for the third quarter of 2012 were 16.57% and 1.12%, respectively.

For the first nine months of 2012 net income was $5,012,000, or $2.65 per diluted share. For the same period of 2011, net income of $2,801,000 equated to $1.69 per diluted share. ROE and ROA were 15.26% and 1.02%, respectively, for the nine month period of 2012. Comparable results for the 2011 nine month period were 9.82% and 0.59%, respectively.

“We are pleased to report continued strong financial results for the third quarter and year-to-date periods of 2012,” stated Thomas G. Caldwell, President and Chief Executive Officer. “Our performance reflects our ongoing focus on core banking fundamentals even as the slow growth economic recovery and historically low interest rate environment continue.”

“Although we have seen many positive trends in our operations during the year, we are concerned with the interest rate environment, which the Fed has chosen to maintain. With all indications being that we are faced with this level until mid-2015, we fully anticipate that our net interest margin will begin to be flat or down moving forward. Our team has been keenly attentive to effectively managing the margin as evidenced by our positive performance with a year-to-date margin of 3.95%, said Caldwell.

“We will continue to remain firmly focused on delivering excellent customer service, increasing value to our shareholders, and operating our company under safe and sound banking principles,” Caldwell concluded.

Net Interest Income

Net interest income for the third quarter of 2012 increased $346,000, or 6.4%, to $5,740,000 compared to $5,394,000 in the comparable quarter of 2011. The net interest margin increased 27 basis points to 4.02% compared to the 3.75% reported for the year-ago quarter. Net interest income for the first nine months of 2012 increased by $1,334,000, or 8.6%, to $16,863,000. For the same period of 2011, net interest income was $15,529,000. The net interest margin for the 2012 nine month period was 3.95%, a 26 basis point increase from the 3.69% reported for the 2011 period.

“Our performance this year has benefited by the continued improvement in our asset quality. This has permitted us to lower our provision expense significantly,” commented Donald L. Stacy, Chief Financial Officer. “Additionally, we have re-positioned our investment portfolio, recognizing gains in the process.”

Stacy continued, “In addition to the potential of a shrinking net interest margin, our primary concern as we look at 2013 is the continued increase in our costs to address regulatory mandates. The continued cost of compliance with an ever-increasing level of regulations and rules has the potential to have a significant negative impact upon the earnings capacity of all within the industry.”

Non-Interest Income and Operating Expenses

Non-interest income increased for both the three and nine month periods. During the third quarter, the company recorded a gain of $152,000 related to the sale of certain investment securities. For the year-to-date period, the company has recognized gains on the sale of investment securities in the aggregate of $448,000. During 2011, a loss on securities of $16,000 was booked for the nine month period. Fees related to debit card usage and income from investment services also saw positive gains year over year.

Noninterest expense for the third quarter of 2012 totaled $4,122,000, an increase of $216,000 from the same period last year. The two largest components of this increase were higher professional fees, which were up $89,000, and Federal deposit insurance, which was up $74,000. For the first nine months of 2012, total non-interest expense of $11,945,000 was $42,000, or 0.4%, higher than the 2011 comparable period. Lower costs related to salaries/benefits, occupancy expense, and loss on other real estate owned, were offset by higher levels of professional fees, Federal deposit insurance, and franchise tax expenses.

Balance Sheet

The company’s total assets at the end of the third quarter of 2012 stood at $664.2 million, an increase of $9.6 million, or 1.5%, from the figure reported at December 31, 2011. Net loans at September 30, 2012 were $402.0 million, up $6.9 million, or 1.8%, over the year-end 2011 figure. Total deposits stood at $584.7 million as of September 30, 2012. This figure represents an increase of $3.8 million, or 0.6%, from year-end 2011. The investment portfolio, which is entirely classified as available for sale, stood at $179.1 million at September 30, 2012. This reflects a decrease of $14.8 million from December 31, 2011. Stockholders’ equity at September 30, 2012, was $55.1 million, while tangible book value per share was $25.37.

Asset Quality

For the three months ended September 30, 2012, management added $143,000 to the allowance for loan losses, which compares to $920,000 for the same period of 2011. The comparable nine months figures are $1,193,000 for 2012 and $2,485,000 for 2011. The lower loan loss provision was related to a lower level of charge-offs and a decrease in the total of non-performing assets. Net charge-offs for the first nine months of 2012 were $839,000, or 0.21% of average loans. The comparable period of 2011 saw net charge-offs of $1,132,000, or 0.30% of average loans. The allowance for loan losses at September 30, 2012 stood at $7,173,000, or 1.75% of total loans. At September 30, 2011, the allowance for loan losses was $7,574,000, representing 1.95% of total loans.

The following table provides a summary of asset quality and reserve coverage ratios.

	Asset Quality History
	(dollars in thousands)
	9/30/2012			12/31/2011			9/30/2011			12/31/2010			12/31/2009
Nonperforming loans	$	15,404		$	24,546		$	22,725		$	19,986		$	16,285
Real estate owned		2,332			2,196			2,173			2,302			2,164
Nonperforming assets	$	17,736		$	26,742		$	24,898		$	22,288		$	18,450
Allowance for loan losses	$	7,173		$	6,819		$	7,574		$	6,221		$	4,937
Ratios:
Nonperforming loans to total loans		3.76	%		6.12	%		5.85	%		5.37	%		4.61	%
Nonperforming assets to total assets		2.67	%		4.09	%		3.77	%		3.52	%		3.30	%
Allowance for loan losses to total loans		1.75	%		1.70	%		1.82	%		1.67	%		1.40	%
Allowance for loan losses to nonperforming loans		46.57	%		27.78	%		33.33	%		31.13	%		30.31	%

Dividends

During the third 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 $664.2 million. The company’s lead bank, The Middlefield Banking Company, operates full service banking centers and a LPL Financial^® 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

September 30, 2012 and 2011 and December 31, 2011

	(unaudited)						(unaudited)
Balance Sheet (period end)	September 30,			December 31,			September 30,
(Dollar amounts in thousands)	2012			2011			2011
Assets
Cash and due from banks	$	32,735		$	15,730		$	21,269
Federal funds sold		19,871			18,660			22,318
Cash and cash equivalents		52,606			34,390			43,587
Investment securities available for sale		179,140			193,977			204,455
Loans:		409,175			401,880			388,558
Less: reserve for loan losses		7,173			6,819			7,574
Net loans		402,002			395,061			380,984
Premises and equipment		8,701			8,264			8,042
Goodwill		4,559			4,559			4,559
Bank-owned life insurance		8,465			8,257			8,188
Accrued interest receivable and other assets		8,708			10,043			10,864
Total Assets	$	664,181		$	654,551		$	660,679
	September 30,			December 31,			September 30,
	2012			2011			2011
Liabilities and Stockholders’ Equity
Noninterest-bearing demand deposits	$	70,505		$	63,348		$	60,806
Interest-bearing demand deposits		65,164			55,853			61,483
Money market accounts		72,831			75,621			76,851
Savings deposits		174,273			167,207			166,531
Time deposits		201,965			218,933			221,567
Total Deposits		584,738			580,962			587,238
Short-term borrowings		6,518			7,392			6,908
Other borrowings		15,836			16,831			17,955
Accrued interest and other liabilities		2,003			2,113			1,915
Total Liabilities		609,095			607,298			614,016
Common equity		34,082			31,240			31,112
Retained earnings		21,736			18,206			17,335
Accumulated other comprehensive income		6,002			4,541			4,950
Treasury stock		(6,734	)		(6,734	)		(6,734	)
Total Stockholders’ Equity		55,086			47,253			46,663
Total Liabilities and Stockholders’ Equity	$	664,181		$	654,551		$	660,679

MIDDLEFIELD BANC CORP.

Consolidated Selected Financial Highlights

September 30, 2012 and 2011

(Dollar amounts in thousands)

(unaudited)

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2012		2011		2012		2011
INTEREST INCOME
Interest and fees on loans	$	5,810	$	5,555	$	16,988	$	16,255
Interest-bearing deposits in other institutions		7		4		19		8
Federal funds sold		6		—		13		13
Investment securities
Taxable interest		749		1,220		2,455		3,832
Tax-exempt interest		749		724		2,249		2,124
Dividends on FHLB Stock		21		25		73		76
Total interest income		7,223		7,528		21,797		22,308
INTEREST EXPENSE
Deposits		1,418		1,836		4,349		5,877
Short-term borrowings		61		59		219		177
Other borrowings		78		100		244		313
Trust preferred securities		45		139		122		412
Total interest expense		1,602		2,134		4,934		6,779
NET INTEREST INCOME		5,740		5,394		16,863		15,529
Provision for loan losses		143		920		1,193		2,485
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES		5,597		4,474		15,670		13,044
NONINTEREST INCOME
Service charges on deposits		481		455		1,383		1,299
Earnings on bank-owned life insurance		71		70		208		209
Other income		164		155		640		487
Net securities gains (losses)		152		6		448		(16	)
Total non-interest income		868		686		2,679		1,979
NONINTEREST EXPENSE
Salaries and employee benefits		1,705		1,754		5,255		5,388
Occupancy expense		233		242		703		737
Equipment expense		186		175		557		488
Data processing costs		184		162		574		515
Ohio state franchise tax		160		126		417		351
Federal deposit insurance expense		250		176		751		673
Professional fees		270		181		670		577
Loss on sale of other real estate owned		188		195		238		498
Other operating expense		946		895		2,780		2,676
Total non-interest expense		4,122		3,906		11,945		11,903
Income before income taxes		2,343		1,254		6,404		3,120
Provision for income taxes		494		175		1,392		319
NET INCOME	$	1,849	$	1,079	$	5,012	$	2,801

MIDDLEFIELD BANC CORP.

Consolidated Selected Financial Highlights

	(unaudited)			(unaudited)			(unaudited)			(unaudited)
	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2012			2011			2012			2011
Per common share data
Net income per common share—basic	$	0.93		$	0.63		$	2.66		$	1.69
Net income per common share—diluted	$	0.93		$	0.63		$	2.65		$	1.69
Dividends declared	$	0.26		$	0.26		$	0.78		$	0.78
Book value per share(period end)	$	27.77		$	26.59		$	27.77		$	26.59
Tangible book value per share (period end)	$	25.37		$	23.99		$	25.37		$	23.99
Dividend payout ratio		27.80	%		44.11	%		29.57	%		46.63	%
Average shares outstanding—basic		1,978,181			1,704,677			1,887,497			1,658,415
Average shares outstanding—diluted		1,980,465			1,704,677			1,889,003			1,658,415
Period ending shares outstanding		1,983,404			1,754,856			1,983,404			1,754,856
Selected ratios
Return on average assets		1.12	%		0.66	%		1.02	%		0.59	%
Return on average equity		16.57	%		11.11	%		15.26	%		9.82	%
Yield on earning assets		5.07	%		5.14	%		5.03	%		5.20	%
Cost of interest-bearing liabilities		1.20	%		1.56	%		1.23	%		1.68	%
Net interest spread		3.87	%		3.58	%		3.79	%		3.52	%
Net interest margin		4.02	%		3.75	%		3.95	%		3.69	%
Efficiency (1)		58.94	%		60.53	%		57.70	%		63.99	%
Tier 1 capital ratio		8.04	%		7.02	%		8.04	%		7.02	%

(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.

MIDDLEFIELD BANC CORP.

Consolidated Selected Financial Highlights

	September 30,			September 30,
Asset quality data	2012			2011
(Dollar amounts in thousands)
Non-accrual loans	$	13,135		$	17,805
Troubled debt restructuring		2,173			4,337
90 days past due and accruing		96			583
Non-performing loans		15,404			22,725
Other real estate owned		2,332			2,173
Non-performing assets	$	17,736		$	24,898
Allowance for loan losses	$	7,173		$	7,574
Allowance for loan losses/total loans		1.75	%		1.95	%
Net charge-offs:
Quarter-to-date	$	722		$	373
Year-to-date		839			1,132
Net charge-offs to average loans
Quarter-to-date		0.18	%		0.10	%
Year-to-date		0.21	%		0.30	%
Non-performing loans/total loans		3.76	%		5.85	%
Allowance for loan losses/non-performing loans		46.57	%		33.33	%
	September 30,			September 30,
Loans	2012			2011
(Dollar amounts in thousands)
Commercial and industrial	$	65,323		$	58,903
Real estate—construction		21,322			21,619
Real estate—mortgage
Residential		205,433			209,449
Commercial		112,867			93,827
Consumer installment		4,230			4,760
Total Loans	$	409,175		$	388,558