8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 28, 2014

___________

MIDDLEBURG FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Virginia (State or other jurisdiction of incorporation)	0-24159 (Commission File Number)		54-1696103 (I.R.S. Employer Identification No.)
111 West Washington Street Middleburg, Virginia (Address of principal executive offices)		20117 (Zip Code)

Registrant’s telephone number, including area code: (703) 777-6327

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:

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

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

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

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.    Entry into a Material Definitive Agreement.

On April 28, 2014, Middleburg Financial Corporation (the “Company”) and David L. Sokol entered into the Second Amendment to Stock Purchase Agreement (the “Second Amendment”), amending the Stock Purchase Agreement, dated March 27, 2009, as amended October 27, 2010, between the Company and Mr. Sokol (the “Agreement”). The Agreement provided, among other things, that the Company was obligated to prepare and file with the Securities and Exchange Commission a registration statement under the Securities Act of 1933, as amended, covering the resale of the shares of the Company’s common stock purchased by Mr. Sokol (i) upon receipt of a demand notice by Mr. Sokol during the five-year period ended March 27, 2014 or (ii) if Mr. Sokol does not deliver a demand notice, following the expiration of such five-year period. The Second Amendment amends the Agreement to (i) remove the requirement that the Company file a registration statement upon the expiration of such five-year period and (ii) extend indefinitely the period during which the Purchaser may submit a demand notice. The Second Amendment does not otherwise amend the Agreement.

The above summary of the Second Amendment is qualified in its entirety by the full text of the Second Amendment, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 2.02.    Results of Operations and Financial Condition.

On April 30, 2014, Middleburg Financial Corporation (the “Company”) issued a press release reporting its financial results for the period ended March 31, 2014. A copy of the press release is being furnished as Exhibit 99.1 to this report and is incorporated by reference into this Item 2.02.

Item 8.01.    Other Events.

On April 30, 2014, the Company announced the declaration of a cash dividend of $0.07 per share to shareholders of record on May 16, 2014, payable on May 30, 2014. 

Item 9.01.    Financial Statements and Exhibits.

(d)              Exhibits.

Exhibit No.	Description
10.1	Second amendment to stock purchase agreement, dated April 28, 2014, between Middleburg Financial Corporation and David L. Sokol.
99.1	Press release dated April 30, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MIDDLEBURG FINANCIAL CORPORATION
		(Registrant)
Date: April 30, 2014	By:	/s/ Gary R. Shook
		Gary R. Shook
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Second amendment to stock purchase agreement, dated April 28, 2014, between Middleburg Financial Corporation and David L. Sokol.
99.1	Press release dated April 30, 2014.

EX-99.1

E A R N I N G S R E L E A S E

Press Contacts:     Gary R. Shook, President & CEO540-687-4801 or

pres@middleburgbank.com

Raj Mehra, EVP & CFO                540-687-4816 or

cfo@middleburgbank.com

Jeffrey H. Culver, EVP & COO    703-737-3470 or

coo@middleburgbank.com

MIDDLEBURG FINANCIAL CORPORATION ANNOUNCES FIRST QUARTER 2014 RESULTS

MIDDLEBURG, VA. – April 30, 2014 – Middleburg Financial Corporation (the “Company”) (Nasdaq: MBRG), today announced net income of $1.98 million for the quarter ended March 31, 2014, or $0.28 per diluted share.

“Middleburg Financial Corporation had a strong first quarter with positive momentum in earnings, which were driven by expansion in the net interest margin as we grew loans, strong fee income from wealth management which offset a decline in mortgage revenue and good expense control across the bank and its subsidiaries” commented Gary R. Shook, president and CEO of the Company. “Asset quality continues to improve steadily and in the first quarter we saw a decline in non-accrual loans and an improvement in delinquencies. Additionally, on March 26, we announced that Middleburg Bank, our wholly owned banking subsidiary had agreed to sell its majority ownership in Southern Trust Mortgage. The sale is expected to close in the first half of 2014, following the receipt of regulatory approval.”

First Quarter 2014 Highlights:

• Net income of $1.98 million or $0.28 per diluted share for the quarter ended March 31, 2014, an increase of 48.98% compared to net income of $1.33 million or $0.19 per diluted share for the first quarter of 2013;

• Net interest margin expanded to 3.54%, compared to 3.43% for the fourth quarter of 2013 and 3.45% for the quarter ended March 31, 2013;

• Total revenue increased 1.49% to $15.59 million compared to the quarter ended March 31, 2013;

• Non-interest expenses declined by 12.87% to $12.14 million compared to the quarter ended March 31, 2013;

• The efficiency ratio declined to 75.19% compared to 88.32% in the previous quarter and 80.96% for the quarter ended March 31, 2013;

• Total assets were $1.21 billion as of quarter end, a decrease of 1.58% since December 31, 2013;

• Total deposits were $961.25 million as of quarter end, a decrease of 2.15% since December 31, 2013;

• Loans held-for-investment increased by $2.98 million to $731.46 million as of quarter end, an increase of 0.41% since December 31, 2013;

• Credit quality improved with nonaccrual loans declining by 24.69% since December 31, 2013;

• Nonperforming assets to total assets was 2.04% at March 31, 2014 compared to 2.33% at December 31, 2013;

• Capital ratios continue to be strong: Tangible Common Equity Ratio of 9.19%, Total Risk-Based Capital Ratio of 15.93%, Tier 1 Risk-Based Capital Ratio of 14.67%, and a Tier 1 Leverage Ratio of 9.61% at March 31, 2014.

• In light of the declining profitability of its majority-owned mortgage subsidiary resulting from reduced loan volumes and increased compliance costs from the implementation of rules related to the Dodd-Frank Wall Street Reform Act, on March 26, 2014, the Company announced an agreement to sell its membership interests in Southern Trust Mortgage to a consortium of banks and the President of Southern Trust Mortgage. The sale is expected to close in the second quarter of 2014, and is subject to regulatory approval.

Page 1

Total Revenue

Total revenue, which is comprised of net interest income (before the provision for loan losses) and non-interest income, was $15.59 million for the quarter ended March 31, 2014, representing an increase of 1.49% compared to the quarter ended March 31, 2013.

The increase in revenue in the first quarter was driven by an expanding net interest margin. The net interest margin for the quarter ended March 31, 2014 was 3.54% compared to 3.43% for the quarter ended December 31, 2013 and 3.45% for the quarter ended March 31, 2013. Margin expansion during the quarter was principally due to the following:

• Loan growth accompanied by sales of lower yielding securities.

• Yields on earning assets increased by 10 basis points compared to the previous quarter primarily due to an increase in loan yields and higher yields on securities as premium amortization slowed and we sold some lower yielding investments.

• Cost of funds declined by 3 basis points compared to the previous quarter as we paid off maturing wholesale borrowings, reduced interest costs for NOW, money market and savings accounts and added non-interest bearing demand deposits.

Non-Interest Income

Non-interest income was lower by 0.79% compared to the quarter ended March 31, 2013 as our mortgage revenue declined in response to lower origination volumes, stemming from higher mortgage rates and severe weather during the first quarter which slowed borrower activity and impacted loan closings. The drop in mortgage revenue was partially offset by higher fees from our wealth management subsidiary. A more detailed discussion of non-interest income follows:

• Gains on mortgage loan sales decreased by 24.43% compared to the quarter ended March 31, 2013. We originated $109.36 million in mortgage loans during the quarter ended March 31, 2014 compared to $138.49 million during the previous quarter, and $191.10 million during the quarter ended March 31, 2013, a decrease of 21.03% compared to the previous quarter and a decrease of 42.77% compared to the quarter ended March 31, 2013.

• Total revenue generated by our wealth management group, Middleburg Investment Group (“MIG”) was $1.19 million for the quarter ended March 31, 2014, an increase of 12.71% from the quarter ended March 31, 2013. Fee income is based primarily upon the market value of the accounts under administration which were $1.56 billion at March 31, 2014 compared to $1.55 billion at March 31, 2013.

• Other operating income was $941,000 for the quarter ended March 31, 2014, compared to $263,000 for the quarter ended March 31, 2013. Most of the other operating income during the first quarter of 2014 was related to the recovery of expenses related to one loan workout charged-off in a prior period.

Non-Interest Expense

Non-interest expense declined as actions to cut costs during 2013 took effect during the first quarter of 2014. Non-interest expense fell by 12.87% compared to the quarter ended March 31, 2013. Principal categories of non-interest expense that improved as a result of management's cost cutting initiatives were the following:

• Since March 31, 2013, management has reduced staffing levels at the bank and the mortgage company by 55 full-time equivalent employees. These changes were across the board and several senior management positions were eliminated as part of the reduction in force. Salaries and employee benefit expenses decreased by 9.82% compared to the quarter ended March 31, 2013. The ratio of salaries and benefits expense to total revenue was 45.11% compared to 50.76% for the quarter ended March 31, 2013.

• We streamlined campaign and product promotions, which reduced advertising expenses significantly. Advertising expenses for the quarter declined by 39.18% compared to the quarter ended March 31, 2013.

• Costs related to other real estate owned (OREO) declined during the quarter as our OREO balances fell and ongoing expenses to maintain the properties fell. Expenses related to OREO decreased by 79.63% compared to the quarter ended March 31, 2013. For the first quarter of 2014, there was one property transferred to OREO for $1.04 million compared to five properties transferred in the first quarter of 2013 for $1.85 million.

• Other operating expenses have declined 14.62% compared to the quarter ended March 31, 2013 primarily due to lower mortgage banking related expenses.

As operating expenses declined and revenue increased, the Company's efficiency ratio improved to 75.19% for the quarter ended March 31, 2014 compared to 88.32% for the previous quarter and 80.96% for the quarter ended March 31, 2013.

Asset Quality and Provision for Loan Losses

Nonperforming asset balances fell as nonaccrual loans and delinquencies declined. Net loan charge-offs during the first quarter of $980,000 exceeded the provision for loan losses of $888,000, which resulted in a slightly lower allowance for loan losses (ALLL) at the end of the quarter. The ALLL was $13.23 million representing 1.81% of total loans at March 31, 2014 compared to $13.32 million or 1.83% of total loans at the end of the previous quarter and $13.51 million or 1.89% of total loans at March 31, 2013.

• Total nonperforming assets were $24.71 million or 2.04% of total assets at March 31, 2014 compared to $28.66 million or 2.33% to total assets at December 31, 2013 and $33.59 million or 2.77% of total assets at March 31, 2013.

Page 2

• Loans that were delinquent for more than 90 days and still accruing declined to $503,000 as of March 31, 2014 from $808,000 as of December 31, 2013 and $812,000 as of March 31, 2013.

• Nonaccrual loans declined to $14.88 million as of March 31, 2014 from $19.75 million as of December 31, 2013 and $20.02 million as of March 31, 2013, representing a decrease of 24.69% and 25.69%, respectively.

• Troubled debt restructurings that were performing as agreed were $4.84 million at March 31, 2014 compared to $4.67 million at December 31, 2013 and $4.85 million at March 31, 2013, representing an increase of 3.51% and a decrease of .33%, respectively.

Consolidated Assets

Total consolidated assets were relatively unchanged when compared to December 31, 2013. Total consolidated assets at March 31, 2014 were $1.21 billion, a decrease of 1.58% compared to December 31, 2013. Changes in major asset categories were as follows:

• Cash balances and deposits at other banks decreased by $14.28 million compared to December 31, 2013.

• Securities available for sale decreased by $2.90 million compared to December 31, 2013.

• Loans held for investment increased by $2.98 million during the first quarter compared December 31, 2013.

• Balances of mortgages held for sale decreased by $1.40 million compared to December 31, 2013.

• Other real estate owned (OREO) increased $1.07 million during the first quarter.

Consolidated Liabilities

Total consolidated liabilities at March 31, 2014 were $1.09 billion, a decrease of 2.01% compared to December 31, 2013. The most significant change in liabilities was the change in total deposits. Total deposits decreased by $21.15 million from December 31, 2013 to $961.25 million as of quarter end March 31, 2014, primarily due to seasonal activity and maturing wholesale deposits that we elected not to renew.

Shareholders' Equity and Capital

Shareholders’ equity attributable to Middleburg Financial Corporation shareholders at March 31, 2014 was $115.84 million, compared to $112.58 million at December 31, 2013. Retained earnings at March 31, 2014 were $52.17 million compared to $50.69 million at December 31, 2013. The book value of the Company’s common stock at March 31, 2014 was $16.37 per share versus $15.90 per share at December 31, 2013.

The Company’s capital ratios remain well above regulatory minimum capital ratios as of March 31, 2014:

• Tier 1 Leverage ratio was 9.61%, 5.61% over the regulatory minimum of 4.0%

• Tier 1 Risk-Based Capital Ratio was 14.67%, 10.67% over the regulatory minimum of 4.0%

• Total Risk Based Capital Ratio was 15.93%, 7.93% over the regulatory minimum of 8.0%.

Caution about Forward Looking Statements

Certain information contained in this discussion may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements relate to the Company’s future operations and are generally identified by phrases such as “the Company expects,” “the Company believes” or words of similar import. Although the Company believes that its expectations with respect to the forward-looking statements are based upon reliable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results, performance or achievements of the Company will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. For details on factors that could affect expectations, see the risk factors and other cautionary language included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, and other filings with the Securities and Exchange Commission.

About Middleburg Financial Corporation

Middleburg Financial Corporation is headquartered in Middleburg, Virginia and has two wholly owned subsidiaries, Middleburg Bank and Middleburg Investment Group, Inc. Middleburg Bank serves communities in Virginia with financial centers in Ashburn, Gainesville, Leesburg, Marshall, Middleburg, Purcellville, Reston, Richmond, Warrenton and Williamsburg. Middleburg Investment Group owns Middleburg Trust Company, which is headquartered in Richmond, Virginia with offices in Middleburg, Alexandria and Williamsburg. Middleburg Financial Corporation is also the majority owner of Southern Trust Mortgage, which is based in Virginia Beach and provides mortgages through offices in Virginia, Maryland, Georgia, North Carolina, and South Carolina.

Page 3

MIDDLEBURG FINANCIAL CORPORATION
Consolidated Balance Sheets
(In thousands, except for share and per share data)
	(Unaudited)		(Audited)
	March 31, 2014		December 31, 2013
ASSETS
Cash and due from banks	$	6,238	$	6,648
Interest-bearing deposits with other institutions	46,824		60,695
Total cash and cash equivalents	53,062		67,343
Securities available for sale, at fair value	325,520		328,423
Loans held for sale	31,771		33,175
Restricted securities, at cost	6,404		6,780
Loans receivable, net of allowance for loan losses of $13,228 and $13,320, respectively	718,236		715,160
Premises and equipment, net	19,688		20,017
Goodwill and identified intangibles	5,303		5,346
Other real estate owned, net of valuation allowance of $514 and $398, respectively	4,491		3,424
Bank owned life insurance	22,117		21,955
Accrued interest receivable and other assets	21,820		26,130
TOTAL ASSETS	$	1,208,412	$	1,227,753
LIABILITIES
Deposits:
Non-interest bearing demand deposits	$	188,651	$	185,577
Savings and interest bearing demand deposits	517,380		528,879
Time deposits	255,220		267,940
Total deposits	961,251		982,396
Securities sold under agreements to repurchase	32,617		34,539
Federal Home Loan Bank borrowings	80,000		80,000
Subordinated notes	5,155		5,155
Accrued interest payable and other liabilities	11,237		10,590
Commitments and contingent liabilities	—		—
TOTAL LIABILITIES	1,090,260		1,112,680
SHAREHOLDERS' EQUITY
Common stock ($2.50 par value; 20,000,000 shares authorized, 7,076,145 and 7,080,591, issued and outstanding, respectively)	17,415		17,403
Capital surplus	44,426		44,251
Retained earnings	52,171		50,689
Accumulated other comprehensive income	1,828		232
Total Middleburg Financial Corporation shareholders' equity	115,840		112,575
Non-controlling interest in consolidated subsidiary	2,312		2,498
TOTAL SHAREHOLDERS' EQUITY	118,152		115,073
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	1,208,412	$	1,227,753

Page 4

MIDDLEBURG FINANCIAL CORPORATION
Consolidated Statements of Income
(In thousands, except for per share data)
	(Unaudited)
	For the Three Months Ended March 31,
	2014		2013
INTEREST AND DIVIDEND INCOME
Interest and fees on loans	$	8,806	$	8,965
Interest and dividends on securities available for sale
Taxable	1,617		1,531
Tax-exempt	584		630
Dividends	73		56
Interest on deposits in banks and federal funds sold	26		30
Total interest and dividend income	11,106		11,212
INTEREST EXPENSE
Interest on deposits	1,002		1,373
Interest on securities sold under agreements to repurchase	80		80
Interest on short-term borrowings	—		29
Interest on FHLB borrowings and other debt	313		295
Total interest expense	1,395		1,777
NET INTEREST INCOME	9,711		9,435
Provision for (recovery of) loan losses	888		(188		)
NET INTEREST INCOME AFTER PROVISION FOR (RECOVERY OF) LOAN LOSSES	8,823		9,623
NON-INTEREST INCOME
Service charges on deposit accounts	557		534
Trust services income	1,048		960
Gains on loans held for sale	2,942		3,893
Gains on securities available for sale, net	63		47
Commissions on investment sales	140		94
Fees on mortgages held for sale	28		17
Bank owned life insurance	162		120
Other operating income	941		263
Total non-interest income	5,881		5,928
NON-INTEREST EXPENSE
Salaries and employee benefits	7,033		7,799
Occupancy and equipment	1,900		1,805
Advertising	163		268
Computer operations	458		461
Other real estate owned	167		820
Other taxes	197		192
Federal deposit insurance	238		265
Other operating expenses	1,979		2,318
Total non-interest expense	12,135		13,928
Income before income taxes	2,569		1,623
Income tax expense	749		363
NET INCOME	1,820		1,260
Net loss attributable to non-controlling interest	157		67
Net income attributable to Middleburg Financial Corporation	$	1,977	$	1,327
Earnings per share:
Basic	$	0.28	$	0.19
Diluted	$	0.28	$	0.19
Dividends per common share	$	0.07	$	0.05

Page 5

MIDDLEBURG FINANCIAL CORPORATION
Quarterly Summary Statements of Income
(Unaudited, Dollars In thousands, except for per share data)
	For the Three Months Ended
	March 31, 2014		December 31, 2013		September 30, 2013			June 30, 2013			March 31, 2013
INTEREST AND DIVIDEND INCOME
Interest and fees on loans	$	8,806	$	8,744	$	8,744		$	8,795		$	8,965
Interest and dividends on securities available for sale
Taxable	1,617		1,638		1,468			1,468			1,531
Tax-exempt	584		638		640			646			630
Dividends	73		63		59			54			56
Interest on deposits in banks and federal funds sold	26		31		43			29			30
Total interest and dividend income	11,106		11,114		10,954			10,992			11,212
INTEREST EXPENSE
Interest on deposits	1,002		1,094		1,190			1,253			1,373
Interest on securities sold under agreements to repurchase	80		82		82			81			80
Interest on short-term borrowings	—		17		59			18			29
Interest on FHLB borrowings and other debt	313		311		303			299			295
Total interest expense	1,395		1,504		1,634			1,651			1,777
NET INTEREST INCOME	9,711		9,610		9,320			9,341			9,435
Provision for (recovery of) loan losses	888		110		3			184			(188		)
NET INTEREST INCOME AFTER PROVISION FOR (RECOVERY OF) LOAN LOSSES	8,823		9,500		9,317			9,157			9,623
NON-INTEREST INCOME
Service charges on deposit accounts	557		593		590			574			534
Trust services income	1,048		1,033		963			1,014			960
Gains on loans held for sale	2,942		3,114		4,162			4,483			3,893
Gains on securities available for sale, net	63		22		23			326			47
Commissions on investment sales	140		107		159			110			94
Fees on mortgages held for sale	28		—		28			58			17
Bank owned life insurance	162		105		125			123			120
Other operating income	941		431		78			392			263
Total non-interest income	5,881		5,405		6,128			7,080			5,928
NON-INTEREST EXPENSE
Salaries and employee benefits	7,033		7,385		7,750			7,692			7,799
Occupancy and equipment	1,900		1,857		1,820			1,787			1,805
Advertising	163		436		318			435			268
Computer operations	458		485		456			458			461
Other real estate owned	167		78		416			142			820
Other taxes	197		186		186			187			192
Federal deposit insurance	238		139		149			270			265
Other operating expenses	1,979		3,134		2,210			2,137			2,318
Total non-interest expense	12,135		13,700		13,305			13,108			13,928
Income before income taxes	2,569		1,205		2,140			3,129			1,623
Income tax expense	749		303		491			774			363
NET INCOME	1,820		902		1,649			2,355			1,260
Net loss (income) attributable to non-controlling interest	157		224		(38		)	(262		)	67
Net income attributable to Middleburg Financial Corporation	$	1,977	$	1,126	$	1,611		$	2,093		$	1,327
Earnings per share:
Basic	$	0.28	$	0.16	$	0.23		$	0.30		$	0.19
Diluted	$	0.28	$	0.16	$	0.23		$	0.29		$	0.19
Dividends per common share	$	0.07	$	0.07	$	0.07		$	0.05		$	0.05

Page 6

MIDDLEBURG FINANCIAL CORPORATION
Selected Financial Data by Quarter
(Unaudited, Dollars in thousands, except for per share data)
	March 31,			December 31,			September 30,			June 30,			March 31,
	2014			2013			2013			2013			2013
BALANCE SHEET RATIOS
Loans to deposits	76.10		%	74.15		%	74.71		%	73.50		%	73.97		%
Average interest-earning assets to average interest-bearing liabilities	126.80		%	126.87		%	126.23		%	125.09		%	123.60		%
INCOME STATEMENT RATIOS
Return on average assets (ROA)	0.66		%	0.37		%	0.52		%	0.69		%	0.44		%
Return on average equity (ROE)	6.99		%	3.92		%	5.71		%	7.25		%	4.71		%
Net interest margin (1)	3.54		%	3.43		%	3.33		%	3.40		%	3.45		%
Yield on average earning assets	4.04		%	3.94		%	3.89		%	3.97		%	4.08		%
Cost of funds	0.52		%	0.55		%	0.59		%	0.61		%	0.66		%
Efficiency ratio	75.19		%	88.32		%	81.19		%	78.35		%	80.96		%
PER SHARE DATA
Dividends	$	0.07		$	0.07		$	0.07		$	0.05		$	0.05
Book value (MFC Shareholders)	16.37			15.90			15.86			15.93			16.28
Tangible book value (4)	15.62			15.13			15.03			15.09			15.41
SHARE PRICE DATA
Closing price	$	17.61		$	18.04		$	19.28		$	19.10		$	19.41
Diluted earnings multiple (2)	15.72			19.61			20.96			16.47			25.54
Book value multiple (3)	1.08			1.11			1.21			1.20			1.19
COMMON STOCK DATA
Outstanding shares at end of period	7,076,145			7,080,591			7,089,091			7,089,598			7,051,587
Weighted average shares O/S , basic - QTD	7,078,470			7,096,260			7,080,244			7,072,587			7,051,009
Weighted average shares O/S, diluted - QTD	7,103,785			7,130,272			7,118,208			7,102,670			7,082,354
Dividend payout ratio	25.05		%	33.32		%	30.43		%	16.88		%	26.57		%
CAPITAL RATIOS
Capital to assets - common shareholders	9.59		%	9.20		%	9.25		%	9.28		%	9.46		%
Capital to assets - with non-controlling interest	9.78		%	9.40		%	9.48		%	9.50		%	9.70		%
Tangible common equity ratio (5)	9.19		%	8.76		%	8.81		%	8.83		%	9.01		%
Leverage ratio	9.61		%	9.42		%	9.36		%	9.32		%	9.11		%
Tier 1 risk based capital ratio	14.67		%	14.62		%	14.58		%	14.15		%	14.35		%
Total risk based capital ratio	15.93		%	15.88		%	15.83		%	15.41		%	15.60		%
CREDIT QUALITY
Net charge-offs to average loans	0.13		%	0.02		%	0.03		%	0.01		%	0.08		%
Total nonperforming loans to total loans	2.76		%	3.46		%	3.63		%	3.76		%	3.59		%
Total nonperforming assets to total assets	2.04		%	2.33		%	2.51		%	2.80		%	2.77		%
Nonaccrual loans to:
Total loans	2.03		%	2.71		%	2.87		%	2.88		%	2.80		%
Total assets	1.23		%	1.61		%	1.69		%	1.67		%	1.65		%
Allowance for loan losses to:
Total loans	1.81		%	1.83		%	1.87		%	1.93		%	1.89		%
Nonperforming assets	53.54		%	46.48		%	43.86		%	39.88		%	40.22		%
Nonaccrual loans	88.92		%	67.44		%	65.20		%	66.82		%	67.48		%
NONPERFORMING ASSETS
Loans delinquent 90+ days and still accruing	$	503		$	808		$	636		$	829		$	812
Nonaccrual loans	14,876			19,752			20,525			20,376			20,019
Restructured loans (not in non-accrual)	4,838			4,674			4,820			5,366			4,854
Other Real Estate Owned	4,491			3,424			4,530			7,570			7,904
Total nonperforming assets	$	24,708		$	28,658		$	30,511		$	34,141		$	33,589

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(1) The net interest margin is calculated by dividing tax equivalent net interest income by total average earning assets. Tax equivalent net interest income is calculated by grossing up interest income for the amounts that are non taxable (i.e., municipal income) then subtracting interest expense. The tax rate utilized is 34%. The Company’s net interest margin is a common measure used by the financial service industry to determine how profitably earning assets are funded. Because the Company earns non taxable interest income due to the mix in its investment and loan portfolios, net interest income for the ratio is calculated on a tax equivalent basis as described above. This calculation excludes net securities gains and losses.

(2) The diluted earnings multiple is calculated by dividing the period’s closing market price per share by the annualized diluted earnings per share for the period. The diluted earnings multiple is a measure of how much an investor may be willing to pay for $1.00 of the Company’s earnings.

(3) The book value multiple (or price to book ratio) is calculated by dividing the period’s closing market price per share by the period’s book value per share. The book value multiple is a measure used to compare the Company’s market value per share to its book value per share.

(4) Tangible book value is not a measurement under accounting principles generally accepted in the United States. It is computed by subtracting identified intangible assets and goodwill from total Middleburg Financial Corporation shareholders’ equity and then dividing the result by the number of shares of common stock issued and outstanding at the end of the accounting period.

(5) The tangible common equity ratio is not a measurement under accounting principles generally accepted in the United States. It is computed by subtracting identified intangible assets and goodwill from total Middleburg Financial Corporation shareholders’ equity and total assets and then dividing the adjusted shareholders’ equity balance by the adjusted total asset balance.

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EX-1.01

SECOND AMENDMENT TO

STOCK PURCHASE AGREEMENT

THIS SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”), is made and entered into as of April 28, 2014, by and between MIDDLEBURG FINANCIAL CORPORATION (the “Corporation”) and DAVID L. SOKOL (the “Purchaser”).

WITNESSETH:

WHEREAS, the Corporation and the Purchaser are parties to that certain Stock Purchase Agreement, dated as of March 27, 2009, as amended October 27, 2010 (the “Stock Purchase Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Stock Purchase Agreement), pursuant to which the Purchaser acquired and the Corporation sold shares of the Corporation’s common stock to the Purchaser; and

WHEREAS, Section 7(a) of the Stock Purchase Agreement provides that the Corporation is obligated to prepare and file with the Securities and Exchange Commission a registration statement under the 1933 Act covering the resale of the Shares (i) upon receipt of a Demand Notice by the Purchaser during the five-year period ended March 27, 2014 or (ii) if Purchaser does not deliver a Demand Notice, following the expiration of such five-year period; and

WHEREAS, the Corporation and the Purchaser desire to amend the Stock Purchase Agreement to (i) extend the period during which the Purchaser may submit a Demand Notice and (ii) remove the requirement that the Company file a Shelf Registration Statement upon the expiration of the original five-year period.

NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of all of which are acknowledged, the Corporation and the Purchaser agree as follows:

1.           Amendment. Section 7 of the Stock Purchase Agreement is hereby amended by deleting that section in its entirety and substituting therefore the following:

7.    Registration Rights.

(a) Subject to the terms and conditions of this Agreement, the Corporation covenants and agrees that, for so long as the Purchaser owns in aggregate at least 4.9% or more of all of the outstanding shares of the Corporation’s common stock, the Corporation shall, as promptly as practicable following the receipt of a Demand Notice (defined below) from Purchaser (and in any event no later than 90 days after the Corporation’s receipt of the Demand Notice), prepare and file with the SEC a shelf registration statement on Form S-3, or such other form required by the SEC (a “Shelf Registration Statement”), covering the Shares (or otherwise designate an existing Shelf Registration Statement filed with the SEC to cover the Shares). In such event, to the extent a Shelf Registration Statement has not theretofore been declared effective, the Corporation shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared or to become effective and to keep such Shelf Registration Statement continuously effective and in compliance with the 1933 Act and usable for resale of the Shares until such time as Purchaser no longer holds any Shares. So long as Purchaser holds any Shares, the Corporation shall, prior to the expiration of any Shelf Registration Statement covering the Shares, prepare and file with the SEC a successor Shelf Registration Statement covering the Shares (or otherwise designate an existing Shelf Registration Statement filed with the SEC to cover the Shares), and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared or to become effective prior to such expiration date, to keep such Shelf Registration Statement continuously effective and in compliance with the 1933 Act and usable for resale of the Shares until such time as Purchaser no longer holds any Shares, and to take all actions reasonably necessary to permit Purchaser to make public offers and sales of such Shares.

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(b) For purposes of this Section 7, a “Demand Notice” shall mean a written communication by Purchaser that requests the registration of all, but not less than all, of the Shares then held by Purchaser.

(c) Purchaser’s rights under this Section 7 are not assignable or transferrable by action of law or otherwise.

2.           Effect of Amendment.  Except as set forth expressly herein, all terms of the Stock Purchase Agreement, as amended hereby, shall be and remain in full force and effect and shall constitute the legal, valid, binding and enforceable obligations of the parties.

3.           Governing Law.   This Amendment shall be governed by, and construed in accordance with, the internal laws of the Commonwealth of Virginia.

4.           Counterparts.  This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed to constitute one and the same instrument.  Delivery of an executed counterpart of this Amendment by facsimile transmission or by electronic mail in pdf form shall be as effective as delivery of a manually executed counterpart hereof.

5.           Binding Nature.  This Amendment shall be binding upon and inure to the benefit of the parties hereto, their respective successors, successors-in-titles, and assigns.

6.           Entire Understanding.  This Amendment sets forth the entire understanding of the parties with respect to the matters set forth herein, and shall supersede any prior negotiations or agreements, whether written or oral, with respect thereto.

 [Signature Pages To Follow]

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IN WITNESS WHEREOF, the parties below have caused this Agreement to be executed as of the date first written above.

PURCHASER

Date: April 28, 2014                    By:    /s/ David L. Sokol    

David L. Sokol    

MIDDLEBURG FINANCIAL CORPORATION

Date: April 25, 2014                    By:    /s/ Gary R. Shook    

Gary R. Shook    

President and Chief Executive Officer

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