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 23, 2013

(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 April 23, 2013, Middlefield Banc Corp. issued a press release announcing financial results for the three month period ended March 31, 2013. 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 23, 2013 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 23, 2013	/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 First Quarter 2013 Net Income of $1.66 Million

MIDDLEFIELD, OHIO, April 23, 2013 ¿¿¿¿ Middlefield Banc Corp. (OTCQB: MBCN), reported net income of $1.66 million for the quarter ended March 31, 2013, compared to $1.52 million for the quarter ended March 31, 2012, an increase of 8.8%. On a per share basis, the Company’s diluted earnings were $0.82 for the 2013 first quarter, as compared to $0.86 for the comparable period of 2012.

Annualized returns on average equity (“ROE”) and average assets (“ROA”) for the 2013 quarter were 12.18% and 1.01%, respectively, compared with 12.81% and 0.94% for the first quarter of 2012.

“Our first quarter results continue the strong performance that we enjoyed in 2012. To be able to continue to post this level of success is even more remarkable given the economic and regulatory environment that continues to present a great challenge” stated Thomas G. Caldwell, President and Chief Executive Officer. “Our return on average assets of 1.01% and return on average equity of 12.18% reflect well on the effort put forth by our team.”

“As we move forward into 2013, we continue to believe that we are well positioned to address the threats of continued sluggish economy, historically low interest rates, and increased regulatory costs,” continued Caldwell. 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.”

Net Interest Income

For the first three months of 2013, net interest income increased $39,000, or 0.7% from the same period last year. While interest income experienced a decline of $218,000, or 3.0%, interest expense was $257,000, or 15.2%, lower in the 2013 quarter as compared to the same period of 2012. The net interest margin for the three months ended March 31, 2013 was 3.92%, compared to 3.89% for the same period of the prior year.

Noninterest Income and Operating Expenses

Noninterest income for the first quarter of 2013 was $898,000. This was a modest increase of 13.1% from the comparable period of 2012. The largest factor in the increase was the recognition of $185,000 due to gains on the sale of securities. A partial off-set was the gain recognized during the 2012 quarter of $85,000 from the sale of loans. Deposit service charges increased year-over-year, primarily due to increased debit card usage and a greater amount of overdraft fees.

Operating expense for the first quarter of 2013 totaled $4.0 million, an increase of $249,000, or 6.6% from the same period last year. Salaries and benefits, the company’s largest noninterest expense, contributed $121,000 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 equipment expense were directly related to the growth of the company since the first quarter of 2012. The increase in professional fees is, in part, attributable to the negotiation of a new data processing contract and increased regulatory compliance efforts, while the company also incurred increased expenses related to the maintenance of other real estate owned properties.

Balance Sheet

The company’s total assets as of March 31, 2013 stood at $667.0 million, an increase of 1.4% over the $657.9 million in total assets reported March 31, 2012. The March 31, 2013 total does reflect a decrease of 0.5% from the December 31, 2012 total. Net loans at March 31, 2013, were $399.3 million, up $2.3 million from the comparable 2012 quarter-end. Net loan totals were down 0.3% during the first three months of 2013. The investment portfolio, which is entirely classified as available for sale, stood at $190.7 million at March 31, 2013. This total reflects an increase of $6.9 million from the year-ago period and a decrease of $3.8 million from December 31, 2012. Total deposits at the end of the first quarter 2013 were $591.5 million. This represents an increase of $7.6 million from March 31, 2012 and a decrease of $1.8 million from year-end 2012.

Shareholders’ Equity and Dividends

At March 31, 2013, shareholders’ equity totaled $55.9 million, which was an increase of $7.4 million from the comparable 2012 quarter-end and $400,000 from December 31, 2012. Tangible book value per share as of March 31, 2013 was $25.35. During the first quarter of both 2013 and 2012, Middlefield paid cash dividends of $0.26 per share.

Asset Quality

For the three months ended March 31, 2013, management provided $313,000 to the allowance for loan losses, which compares to $600,000 for the same period of 2012. Net charge-offs for the 2013 first quarter were $360,000, or 0.09% of average loans. The allowance for loan losses at March 31, 2013 stood at $7.7 million, or 1.90% of total loans. At March 31, 2012, the allowance for loan losses was $7.3 million, representing 1.80% of total loans. Based on the evaluation of the adequacy of the allowance for loan losses, management believes that, at March 31, 2013, the allowance for loan losses was adequate and reflects probable losses in the loan portfolio.

	Asset Quality History
	(dollars in thousands)
	3/31/2013			12/31/2012			3/31/2012			12/31/2011			12/31/2010
Nonperforming loans	$	13,899		$	14,194		$	17,677		$	24,546		$	19,986
Real estate owned		2,155			1,846			2,125			2,196			2,302
Nonperforming assets	$	16,054		$	16,040		$	19,802		$	26,742		$	22,288
Allowance for loan losses	$	7,732		$	7,779		$	7,267		$	6,819		$	6,221
Ratios:
Nonperforming loans to total loans		3.41	%		3.48	%		4.37	%		6.12	%		5.37	%
Nonperforming assets to total assets		2.41	%		2.39	%		3.01	%		4.09	%		3.52	%
Allowance for loan losses to total loans		1.90	%		1.90	%		1.80	%		1.70	%		1.67	%
Allowance for loan losses to nonperforming loans		55.63	%		54.80	%		41.11	%		27.78	%		31.13	%

Middlefield Banc Corp. headquartered in Middlefield, Ohio is a multi-bank holding company with total assets of $667.0 million. The company’s lead bank, The Middlefield Banking Company, operates full service banking centers and an 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

March 31, 2013 and 2012 and December 31, 2012

	(unaudited)			(audited)			(unaudited)
Balance Sheet (period end)	March 31,			December 31,			March 31,
(Dollar amounts in thousands)	2013			2012			2012
ASSETS
Cash and due from banks	$	32,426		$	33,568		$	22,022
Federal funds sold		13,204			11,778			23,587
Cash and cash equivalents		45,630			45,346			45,609
Investment securities available for sale		190,687			194,472			183,770
Loans		407,054			408,433			404,269
Less allowance for loan losses		7,732			7,779			7,267
Net loans		399,322			400,654			397,002
Premises and equipment		8,694			8,670			8,368
Goodwill		4,559			4,559			4,559
Core deposit intangible		184			195			225
Bank-owned life insurance		8,604			8,536			8,326
Accrued interest and other assets		9,294			7,856			10,090
Total Assets	$	666,974		$	670,288		$	657,949
LIABILITIES
Noninterest-bearing demand	$	73,354		$	75,912		$	64,517
Interest-bearing demand		68,060			63,915			63,509
Money market		80,051			81,349			71,047
Savings		181,872			175,406			172,236
Time		188,160			196,753			212,633
Total deposits		591,497			593,335			583,942
Short-term borrowings		5,240			6,538			7,365
Other borrowings		12,779			12,970			16,561
Other liabilities		1,608			2,008			1,622
Total Liabilities		611,124			614,851			609,490
STOCKHOLDERS’ EQUITY
Common stock		34,697			34,295			31,420
Retained earnings		23,622			22,485			19,272
Accumulated other comprehensive income		4,265			5,391			4,501
Treasury stock		(6,734	)		(6,734	)		(6,734	)
Total Stockholders’ Equity		55,850			55,437			48,459
Total Liabilities and Stockholders’ Equity	$	666,974		$	670,288		$	657,949

MIDDLEFIELD BANC CORP.

Consolidated Selected Financial Highlights

March 31, 2013 and 2012 (unaudited)

Income Statement	For the Three Months Ended March 31,
(Dollar amounts in thousands)	2013		2012
INTEREST INCOME
Interest and fees on loans	$	5,572	$	5,537
Interest-bearing deposits in other institutions		8		4
Federal funds sold		4		3
Investment securities:
Taxable interest		674		915
Tax-exempt interest		733		747
Dividends on FHLB stock		23		26
Total interest income		7,014		7,232
INTEREST EXPENSE
Deposits		1,297		1,497
Short term borrowings		52		59
Other borrowings		46		84
Trust preferred securities		34		46
Total interest expense		1,429		1,686
NET INTEREST INCOME		5,585		5,546
Provision for loan losses		313		600
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		5,272		4,946
NONINTEREST INCOME
Service charges on deposit accounts		447		431
Net securities gains		185		—
Earnings on bank-owned life insurance		73		68
Gain on sale of loans		—		85
Other income		193		210
Total noninterest income		898		794
NONINTEREST EXPENSE
Salaries and employee benefits		1,871		1,750
Occupancy expense		274		248
Equipment expense		189		170
Data processing costs		213		199
Ohio state franchise tax		154		129
Federal deposit insurance expense		154		243
Professional fees		276		214
(Gain) Loss on sale of other real estate owned		8		18
Advertising expense		112		20
Other real estate		106		10
Other expense		674		781
Total noninterest expense		4,031		3,782
Income before income taxes		2,139		1,958
Income taxes		482		435
NET INCOME	$	1,657	$	1,523

MIDDLEFIELD BANC CORP.

Consolidated Selected Financial Highlights

March 31, 2013 and 2012

(unaudited)

	For the Three Months Ended March 31,
	2013			2012
Per common share data
Net income per common share—basic	$	0.83		$	0.86
Net income per common share—diluted	$	0.82		$	0.86
Dividends declared	$	0.26		$	0.26
Book value per share (period end)	$	27.70		$	27.35
Tangible book value per share (period end)	$	25.35		$	24.78
Dividend payout ratio		31.38	%		30.01	%
Average shares outstanding—basic		1,999,612			1,763,982
Average shares outstanding -diluted		2,010,259			1,764,585
Period ending shares outstanding		2,016,284			1,771,687
Selected ratios
Return on average assets		1.01	%		0.94	%
Return on average equity		12.18	%		12.81	%
Yield on earning assets		4.86	%		4.99	%
Cost of interest bearing liabilities		1.09	%		1.26	%
Net interest spread		3.77	%		3.74	%
Net interest margin		3.92	%		3.89	%
Efficiency (1)		58.75	%		56.24	%
Equity to assets at period end		8.37	%		7.37	%

(1) The efficiency ratio is calculated by dividing noninterest 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

March 31, 2013 and 2012

(unaudited)

Asset quality data	March 31, 2013			March 31, 2012
(Dollar amounts in thousands)
Non-accrual loans	$	9,730		$	15,641
Troubled debt restructuring		3,808			926
90 day past due and accruing		361			1,110
Nonperforming loans		13,899			17,677
Other real estate owned		2,155			2,125
Nonperforming assets	$	16,054		$	19,802
Allowance for loan losses	$	7,732		$	7,267
Allowance for loan losses/total loans		1.90	%		1.80	%
Net charge-offs:
Quarter-to-date	$	360		$	152
Year-to-date		360			152
Net charge-offs to average loans
Quarter-to-date		0.09	%		0.04	%
Year-to-date		0.09	%		0.04	%
Nonperforming loans/total loans		3.41	%		4.37	%
Allowance for loan losses/non-performing loans		55.63	%		41.11	%

Loans	March 31, 2013		March 31, 2012
(Dollar amounts in thousands)
Commercial and industrial	$	55,401	$	60,924
Real estate—construction		22,817		21,444
Real estate—mortgage
Residential		199,063		207,735
Commercial		125,799		109,941
Consumer installment		3,974		4,225
Total Loans	$	407,054	$	404,269