EX-99.1 2 exhibit991123116.htm EXHIBIT 99.1 Exhibit
Exhibit 99.1

mbrglogo2a02.jpg
E A R N I N G S R E L E A S E

Press Contacts:
Gary R. Shook, President & CEO
 
540-687-4801 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 FOURTH QUARTER 2016 RESULTS

MIDDLEBURG, VA. – January 30, 2017 – Middleburg Financial Corporation (the “Company”) (Nasdaq: MBRG), today announced net income of $1.09 million, or $0.15 per diluted share, for the quarter ended December 31, 2016 and $8.06 million, or $1.13 per diluted share, for the full year 2016.

“On October 24, 2016, the Company announced a Definitive Agreement of a strategic merger of equals with Access National Corporation (NASDAQ: ANCX). We believe that this combination will result in Virginia's premier bank, with enhanced scale, improved efficiency and a well-diversified business model. The two companies have highly complementary businesses and geographic footprints with a greater market reach which creates significant opportunities for growth. Our strategic focus mirrors the attributes of the high net worth northern and central Virginia market and bodes well for us as we move forward,” said Gary R. Shook, President and CEO of Middleburg Financial Corporation. “While the fourth quarter had some bumpiness from significant merger related expenses, we did see quality loan growth accompanied by a lower cost of funds and an expanded net interest margin. Loan growth came from all of our markets with a diversity of loan types. For the second year in a row Middleburg Investment Group ("MIG") produced record earnings of $1.2 million. With approximately $2 billion in assets under administration, MIG has the scale that will continue to drive increased profitability.”

Fourth quarter and full year 2016 highlights :

The pending strategic merger with Access National Corporation is on track to close during the second quarter of 2017.
Net income was $1.09 million, or $0.15 per diluted share, compared to $2.26 million, or $0.32 per diluted share, for the previous quarter and $781,000, or $0.11 per diluted share, for the same period in 2015.
Total revenue was $13.53 million for the fourth quarter of 2016, higher by 14.09% compared to the previous quarter and an increase of 14.41% relative to the same period in 2015.
The net interest margin expanded by 6 basis points to 3.17%, compared to 3.11% for the previous quarter and was unchanged relative to the same period in 2015.
Cost of funds declined by 2 basis points to 36 basis points during the fourth quarter compared to 38 basis points for the previous quarter. The cost of funds for the full year 2016 was 38 basis points unchanged relative to the full year 2015.
Reported earnings reflect merger related expenses of $1.05 million for the fourth quarter of 2016 and $1.29 million for the full year 2016.
Loans held-for-investment increased by $14.21 million or 6.68% on an annualized basis during the fourth quarter of 2016.
Deposits grew by 1.18% in 2016 to $1.05 billion at December 31, 2016, while non-interest bearing demand deposits grew by 5.37% during 2016.

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A loan loss provision of $1.80 million was recognized in the current quarter which resulted in a ratio of loan loss reserves to total loans of 1.33% and the ratio of reserves to nonaccrual loans was 179.90% at December 31, 2016.

TOTAL REVENUE
Total revenue, which is composed of net interest income and non-interest income (before any provision for loan losses), was $13.53 million for the fourth quarter of 2016, higher by 14.09% compared to the previous quarter and by 14.41% compared to the same period in 2015.

Net Interest Income
The Company recorded net interest income of $9.62 million for the fourth quarter of 2016, relatively unchanged compared to the previous quarter and higher by 1.53% compared to the same period in 2015. The net interest margin in the fourth quarter of 2016 was 3.17%, higher by 6 basis points ("bp") compared to the previous quarter and unchanged compared to the same period in 2015.

The following factors contributed to the change in net interest margin during the fourth quarter of 2016 compared to the previous quarter:
Yields on earning assets increased by 4 bp compared to the previous quarter.
Yields on investment securities increased by 24 bp compared to the previous quarter. A significant portion of the investment portfolio is in residential mortgage backed securities ("MBS") and SBA securities. These securities experienced slower prepayments which had the effect of reducing premium amortization and increasing yields. Yields on floating rate securities, many of which have coupons that are indexed to either LIBOR or the Prime rate, increased following the decision by the Federal Reserve to raise the target Federal Funds rate by 25 bp in December of 2016.
Yields on loans decreased by 7 bp compared to the previous quarter, as we experienced some payoffs and also added loans at lower yields. The compression in loan yields was partially offset by higher yields on floating rate loans following the decision by the Federal Reserve to raise the target Federal Funds rate by 25 bp in December of 2016.
Cost of funds was 0.36%, compared to 0.38% for the previous quarter as we paid off some borrowings and higher cost time deposits.

The following table analyzes changes in net interest income comparing the fourth quarter of 2016 to the previous quarter and to the quarter ended December 31, 2015. Changes in tax-exempt income are presented on a tax-equivalent basis.

Page 2



 
 
Quarters Ended
(Dollars in thousands)
 
December 31, 2016 vs. September 30, 2016 Increase (Decrease) Due to Changes in:
 
December 31, 2016 vs. December 31, 2015
Increase (Decrease) Due to Changes in:
 
 
Volume
 
Rate
 
Total
 
Volume
 
Rate
 
Total
Earning Assets:
 
 
 
 
 
 
 
 
 
 
 
 
Securities:
 
 
 
 
 
 
 
 
 
 
 
 
Taxable
 
$
(50
)
 
$
210

 
$
160

 
$
(168
)
 
$
(66
)
 
$
(234
)
Tax-exempt
 
(21
)
 

 
(21
)
 
(34
)
 
(45
)
 
(79
)
Loans:
 
 
 
 
 
 
 
 
 
 
 
 
Taxable
 
(85
)
 
(139
)
 
(224
)
 
506

 
(101
)
 
405

Tax-exempt
 

 
(1
)
 
(1
)
 

 
(1
)
 
(1
)
Interest on deposits with other banks and federal funds sold
 
(2
)
 
8

 
6

 
(1
)
 
20

 
19

Total earning assets
 
$
(158
)
 
$
78

 
$
(80
)
 
$
303

 
$
(193
)
 
$
110

Interest-Bearing Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Checking
 
$
(2
)
 
$
(1
)
 
$
(3
)
 
$

 
$
14

 
$
14

Regular savings
 
1

 

 
1

 
3

 

 
3

Money market savings
 
4

 
(1
)
 
3

 
3

 
9

 
12

Time deposits:
 
 
 
 
 
 
 
 
 
 
 
 
$100,000 and over
 
(26
)
 

 
(26
)
 
(7
)
 
(3
)
 
(10
)
Under $100,000
 
(21
)
 
2

 
(19
)
 
13

 
(49
)
 
(36
)
Total interest-bearing deposits
 
$
(44
)
 
$

 
$
(44
)
 
$
12

 
$
(29
)
 
$
(17
)
Securities sold under agreements to repurchase
 

 

 

 

 
1

 
1

FHLB borrowings and other debt
 
(57
)
 
29

 
(28
)
 
(15
)
 
23

 
8

Total interest-bearing liabilities
 
$
(101
)
 
$
29

 
$
(72
)
 
$
(3
)
 
$
(5
)
 
$
(8
)
Change in net interest income
 
$
(57
)
 
$
49

 
$
(8
)
 
$
306

 
$
(188
)
 
$
118


Comparing the fourth quarter of 2016 to the previous quarter, the table shows that the increase in interest income for securities was primarily due to higher yields stemming from reduced premium amortization on amortizing securities. We continue to manage the investment portfolio with a focus on liquidity while retaining a balance between fixed and floating rate investments. The decrease in interest income from loans in the fourth quarter relative to the previous quarter came from payoff activity accompanied by lower yields on new loan originations. Interest income from securities in the fourth quarter of 2016 was lower compared to the same quarter in 2015 as we sold some higher yielding securities in the fourth quarter of 2016 and used proceeds to fund loans and also pay off borrowings and maturing time deposits. Interest income from loans in the fourth quarter of 2016 was higher relative to the same period in 2015 primarily as a result of growth in loan balances in 2016. Competition for good credits continues to pressure loan rates.

Non-Interest Income
Non-interest income for the fourth quarter of 2016 increased by 74.51% compared to the previous quarter and was higher by 66.14% compared to the quarter ended December 31, 2015.

Total revenue generated by our wealth management group, Middleburg Investment Group ("MIG") increased by 1.46% to $1.19 million compared to the previous quarter and increased by 2.51% compared to the same quarter in 2015. Fee income is primarily based upon the market value of assets under administration which were $1.93 billion at December 31, 2016.
Net gains from securities sold were $1.04 million for the fourth quarter and $1.55 million for the full year 2016. Securities were sold in order to fund loan originations and also to pay off borrowings and high cost maturing time deposits.
Other operating income was $894,000 for the quarter ended December 31, 2016, an increase of 557.35% compared to the previous quarter and an increase of 102.26% compared to the quarter ended December 31, 2015. In the fourth quarter of 2016, there was a substantial recovery of approximately $191,000 in expenses related to an overdrawn deposit account that had previously been charged off and also insurance proceeds of approximately $560,000 were received related to previously incurred storm damage to two of our financial service centers.

Page 3




NON-INTEREST EXPENSE
Non-interest expense for the fourth quarter of 2016 increased by 9.22% compared to the previous quarter and by 23.13% compared to the same period in 2015. Principal categories of non-interest expense that changed were the following:

Salaries and employee benefit expense decreased to $4.61 million for the current quarter compared to $4.73 million for the prior quarter and increased by 22.12% when compared to the same period in 2015. The increase in salary and benefit expenses in the fourth quarter of 2016 relative to the same period in 2015 was due to higher incentive accruals in the fourth quarter of 2016.
Costs related to other real estate owned (OREO) decreased by $159,000 when compared to the prior quarter and increased by $25,000 when compared to the same period in 2015. OREO expenses were higher in the third quarter of 2016 due to valuation adjustments of $167,000 for several properties.
Expenses from computer operations were $659,000 for the current quarter, $605,000 for the prior quarter and $801,000 for the quarter ended December 31, 2015.
Legal and advisory fees increased to $1.34 million for the current quarter compared to $494,000 for the prior quarter and $328,000 for the quarter ended December 31, 2015. These increases were primarily due to legal and advisory fees that were incurred in the pending merger with Access National Corporation.
Other operating expenses increased by 21.90% compared to the prior quarter and increased by 20.81% when compared to the same period in 2015. The primary reason for the increase was a $200,000 impairment of repossessed assets during the current quarter.

ASSET QUALITY
Total nonperforming assets increased to $25.45 million as of December 31, 2016 compared to $23.77 million at September 30, 2016 and $25.51 million at December 31, 2015.

Nonaccrual loans decreased to $6.34 million compared to $6.70 million as of September 30, 2016 and $8.78 million compared to December 31, 2015.
Restructured loans that were accruing were $12.41 million compared to $12.39 million as of September 30, 2016 and $12.06 million as of December 31, 2015.
Other real estate owned was $5.07 million compared to $3.39 million as of September 30, 2016 and $3.35 million as of December 31, 2015.
Loans past due 90+ days and still accruing were $781,000 as of December 31, 2016 compared to $248,000 as of September 30, 2016 and $278,000 as of December 31, 2015.
Repossessed assets were $843,000 as of December 31, 2016 compared to $1.04 million as of September 30, 2016 and December 31, 2015.

The Company's allowance for loan and lease losses ("ALLL") was $11.40 million or 1.33% of total loans at December 31, 2016 compared to $11.05 million or 1.37% of total loans at December 31, 2015. The Company recorded a provision for loan losses of $1.80 million in the fourth quarter of 2016 compared to a recovery of provision of $297,000 in the previous quarter and a provision for loan losses of $2.70 million for the same period in 2015.

CONSOLIDATED ASSETS
Total consolidated assets at December 31, 2016 were $1.27 billion, lower by 1.72% since December 31, 2015. Changes in major asset categories were as follows:
Cash balances and deposits with other banks decreased by $10.68 million compared to December 31, 2015.
The securities portfolio decreased by $66.53 million compared to December 31, 2015, as we sold some securities to fund loans and pay off borrowings and maturing time deposits.
Loans held-for-investment increased to $860.10 million as of December 31, 2016.

CONSOLIDATED LIABILITIES
Total consolidated liabilities at December 31, 2016 were $1.15 billion, a decrease of 2.16% compared to December 31, 2015. Deposits grew by $12.26 million for the full year 2016 to $1.05 billion as of December 31, 2016. Federal Home Loan Bank ("FHLB") borrowings decreased by $45.50 million from December 31, 2015 to $39.50 million at December 31, 2016.

SHAREHOLDERS' EQUITY AND CAPITAL
Shareholders’ equity at December 31, 2016 was $126.68 million, compared to $123.55 million at December 31, 2015. Retained earnings at December 31, 2016 were $64.76 million compared to $60.39 million at December 31, 2015. During the quarter, the Company did not make any purchases under its share repurchase authorization and expects to refrain from any repurchases in

Page 4



deference to the pending merger. The tangible book value of the Company’s common stock at December 31, 2016 was $17.10 per share versus $16.93 per share at December 31, 2015.

The Company’s capital ratios remain well above regulatory minimum capital ratios as of December 31, 2016:
Tier 1 Leverage ratio was 9.73%, 5.73% over the regulatory minimum of 4.00% to be well capitalized.
Common Equity Tier 1 Ratio was 15.61%, 8.61% over the regulatory minimum of 7.00% to be well capitalized.
Tier 1 Risk-Based Capital Ratio was 16.25%, 7.75% over the regulatory minimum of 8.50% to be well capitalized.
Total Risk Based Capital Ratio was 17.50%, 7.00% over the regulatory minimum of 10.50% to be well capitalized.

Caution about Forward Looking Statements
Certain information contained in this release 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. Risk and uncertainties related to the pending merger with Access National include, among others, ability to obtain regulatory approvals and meet other closing conditions to the transaction; delays in closing the transaction; changes in asset quality and credit risk; changes in interest rates and capital markets; the introduction, timing and success of business initiatives; competitive conditions; and the inability to recognize cost savings or revenues or to implement integration plans associated with the transaction. Annualized, pro forma, projected, and estimated numbers are used for illustrative purposes only, may not reflect actual results and may not be relied upon. For details on other 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, 2015, 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.

Additional Information About the Proposed Transaction and Where to Find It
Investors are urged to review carefully and consider all public filings by Access National and Middleburg with the Securities and Exchange Commission (the “SEC”), including but not limited to their Annual Reports on Form 10-K, their proxy statements, their Quarterly Reports on Form 10-Q, and their Current Reports on Form 8-K. The documents filed with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. The documents filed by Access National with the SEC may also be obtained free of charge at Access National’s website at www.accessnationalbank.com or by requesting them in writing to Access National Corporation, 1800 Robert Fulton Drive, Suite 300, Reston, VA 20191, Attention: Investor Relations. The documents filed by Middleburg with the SEC may also be obtained free of charge at Middleburg’s website at www.middleburgbank.com or by requested them in writing to Middleburg Financial Corporation, 111 West Washington Street, Middleburg, Virginia 20117, Attention: Investor Relations.

In connection with the proposed transaction, Access National has filed a registration statement on Form S-4 with the SEC which includes a joint proxy statement of Access National and Middleburg and a prospectus of Access National. Once the registration statement is declared effective, a definitive joint proxy statement/prospectus will be sent to the shareholders of each company seeking the required shareholder approvals. Before making any voting or investment decision, investors and security holders of Access National and Middleburg are urged to read carefully the entire registration statement and joint proxy statement/prospectus when they become available, including any amendments thereto, because they will contain important information about the proposed transaction. Free copies of these documents may be obtained as described above.

Access National, Middleburg and certain of their directors and executive officers may be deemed participants in the solicitation of proxies from Access National and Middleburg shareholders in connection with the proposed transaction. Information about the directors and officers of Access National and their ownership of Access National common stock is set forth in the definitive proxy statement for Access National’s 2016 annual meeting of shareholders, as previously filed with the SEC on April 18, 2016. Information about the directors and officers of Middleburg and their ownership of Middleburg common stock is set forth in the definitive proxy statement for Middleburg’s 2016 annual meeting of shareholders, as previously filed with the SEC on April 12, 2016. Investors may obtain additional information regarding the interests of such participants by reading the registration statement and the joint proxy statement/prospectus when they become available. Free copies of these documents may be obtained as described above.

Page 5







MIDDLEBURG FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except for share and per share data)
 
 
 
 
 
(Unaudited)
 
 
December 31,
2016
 
December 31, 2015
ASSETS
 
 
 
Cash and due from banks
$
6,989

 
$
5,489

Interest bearing deposits with other banks
21,555

 
33,739

Total cash and cash equivalents
28,544

 
39,228

Securities held to maturity, fair value of $10,095 and $4,163, respectively
10,683

 
4,207

Securities available for sale, at fair value
301,567

 
374,571

Restricted securities, at cost
4,542

 
6,411

Loans, net of allowance for loan losses of $11,404 and $11,046, respectively
848,693

 
794,635

Premises and equipment, net
19,021

 
19,531

Goodwill and identified intangibles, net
3,465

 
3,636

Other real estate owned, net of valuation allowance
5,073

 
3,345

Bank owned life insurance
23,925

 
23,273

Accrued interest receivable and other assets
27,130

 
26,026

TOTAL ASSETS
$
1,272,643

 
$
1,294,863

 
 
 
 
LIABILITIES
 
 
 
Deposits:
 
 
 
Non-interest bearing demand deposits
$
248,567

 
$
235,897

Savings and interest bearing demand deposits
578,851

 
560,328

Time deposits
225,640

 
244,575

Total deposits
1,053,058

 
1,040,800

Securities sold under agreements to repurchase
34,864

 
26,869

Federal Home Loan Bank borrowings
39,500

 
85,000

Subordinated notes
5,155

 
5,155

Accrued interest payable and other liabilities
13,387

 
13,485

TOTAL LIABILITIES
1,145,964

 
1,171,309

Commitments and contingencies
 
 
 
SHAREHOLDERS' EQUITY
 
 
 
Common stock ($2.50 par value; 20,000,000 shares authorized, 7,205,066 and 7,085,217, issued and outstanding, respectively)
17,608

 
17,330

Capital surplus
45,716

 
44,155

Retained earnings
64,755

 
60,392

Accumulated other comprehensive income (loss)
(1,400
)
 
1,677

TOTAL SHAREHOLDERS' EQUITY
126,679

 
123,554

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
$
1,272,643

 
$
1,294,863



Page 6



MIDDLEBURG FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Income
(In thousands, except for per share data)
 
(Unaudited)
 
For the
Three Months Ended December 31,
 
For the
Twelve Months Ended
December 31,
 
2016
 
2015
 
2016
 
2015
INTEREST INCOME
 
 
 
 
 
 
 
Interest and fees on loans
$
8,398

 
$
7,995

 
$
33,795

 
$
32,479

Interest and dividends on securities
 
 
 
 
 
 
 
Taxable
1,756

 
1,992

 
7,406

 
7,628

Tax-exempt
397

 
449

 
1,700

 
1,803

Dividends
72

 
69

 
310

 
265

Interest on deposits with other banks and federal funds sold
41

 
22

 
164

 
106

Total interest and dividend income
10,664

 
10,527

 
43,375

 
42,281

INTEREST EXPENSE
 
 
 
 
 
 
 
Interest on deposits
865

 
882

 
3,535

 
3,462

Interest on securities sold under agreements to repurchase
1

 

 
3

 
64

Interest on FHLB borrowings and other debt
182

 
174

 
886

 
681

Total interest expense
1,048

 
1,056

 
4,424

 
4,207

NET INTEREST INCOME
9,616

 
9,471

 
38,951

 
38,074

Provision for loan losses
1,800

 
2,700

 
1,853

 
2,293

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
7,816

 
6,771

 
37,098

 
35,781

NON-INTEREST INCOME
 
 
 
 
 
 
 
Service charges on deposit accounts
286

 
258

 
1,154

 
1,061

Trust services income
1,185

 
1,156

 
4,643

 
4,785

ATM fee income, net
197

 
204

 
762

 
797

Gains (losses) on sales of loans held for sale, net
9

 
(4
)
 
32

 
(1
)
Gains on sales of securities available for sale, net
1,043

 
2

 
1,554

 
140

Commissions on investment sales
138

 
132

 
555

 
547

Bank owned life insurance
164

 
167

 
652

 
656

Other operating income
894

 
442

 
1,386

 
1,636

Total non-interest income
3,916

 
2,357

 
10,738

 
9,621

NON-INTEREST EXPENSE
 
 
 
 
 
 
 
Salaries and employee benefits
4,605

 
3,771

 
18,757

 
18,435

Occupancy and equipment
1,317

 
1,383

 
5,254

 
5,436

Amortization
210

 
193

 
838

 
671

Computer operations
659

 
801

 
2,582

 
2,337

Other real estate owned, net
24

 
(1
)
 
363

 
284

Other taxes
238

 
231

 
947

 
915

Federal deposit insurance
142

 
203

 
748

 
786

Audits and exams
136

 
114

 
589

 
585

Legal and advisory fees
1,342

 
328

 
2,407

 
1,029

Other operating expenses
1,347

 
1,115

 
4,474

 
4,379

Total non-interest expense
10,020

 
8,138

 
36,959

 
34,857

Income before income taxes
1,712

 
990

 
10,877

 
10,545

Income tax expense
620

 
209

 
2,813

 
2,715

NET INCOME
$
1,092

 
$
781

 
$
8,064

 
$
7,830

Earnings per share:
 
 
 
 
 
 
 
Basic
$
0.15

 
$
0.11

 
$
1.13

 
$
1.10

Diluted
$
0.15

 
$
0.11

 
$
1.13

 
$
1.09

Dividends per common share
$
0.13

 
$
0.13

 
$
0.52

 
$
0.46




Page 7



MIDDLEBURG FINANCIAL CORPORATION AND SUBSIDIARIES
Quarterly Summary of Consolidated Statements of Income
(Unaudited, Dollars In thousands, except for per share data)
 
For the Three Months Ended
 
December 31,
2016
 
September 30,
2016
 
June 30,
2016
 
March 31,
2016
 
December 31,
2015
INTEREST INCOME
 
 
 
 
 
 
 
 
 
Interest and fees on loans
$
8,398

 
$
8,624

 
$
8,543

 
$
8,230

 
$
7,995

Interest and dividends on securities
 
 
 
 
 
 
 
 
 
Taxable
1,756

 
1,585

 
1,992

 
2,073

 
1,992

Tax-exempt
397

 
411

 
440

 
452

 
449

Dividends
72

 
82

 
87

 
69

 
69

Interest on deposits with other banks and federal funds sold
41

 
35

 
40

 
48

 
22

Total interest and dividend income
10,664

 
10,737

 
11,102

 
10,872

 
10,527

INTEREST EXPENSE
 
 
 
 
 
 
 
 
 
Interest on deposits
865

 
909

 
890

 
871

 
882

Interest on securities sold under agreements to repurchase
1

 
1

 

 
1

 

Interest on FHLB borrowings and other debt
182

 
210

 
243

 
251

 
174

Total interest expense
1,048

 
1,120

 
1,133

 
1,123

 
1,056

NET INTEREST INCOME
9,616

 
9,617

 
9,969

 
9,749

 
9,471

Provision for (recovery of) loan losses
1,800

 
(297
)
 
50

 
300

 
2,700

NET INTEREST INCOME AFTER PROVISION FOR (RECOVERY OF) LOAN LOSSES
7,816

 
9,914

 
9,919

 
9,449

 
6,771

NON-INTEREST INCOME
 
 
 
 
 
 
 
 
 
Service charges on deposit accounts
286

 
303

 
286

 
279

 
258

Trust services income
1,185

 
1,168

 
1,132

 
1,158

 
1,156

ATM fee income, net
197

 
190

 
211

 
164

 
204

Gains (losses) on sales of loans held for sale, net
9

 
11

 
3

 
9

 
(4
)
Gains on sales of securities available for sale, net
1,043

 
138

 
210

 
163

 
2

Commissions on investment sales
138

 
133

 
152

 
132

 
132

Bank owned life insurance
164

 
165

 
163

 
160

 
167

Other operating income
894

 
136

 
213

 
143

 
442

Total non-interest income
3,916

 
2,244

 
2,370

 
2,208

 
2,357

NON-INTEREST EXPENSE
 
 
 
 
 
 
 
 
 
Salaries and employee benefits
4,605

 
4,727

 
4,613

 
4,812

 
3,771

Occupancy and equipment
1,317

 
1,262

 
1,261

 
1,414

 
1,383

Amortization
210

 
210

 
209

 
209

 
193

Computer operations
659

 
605

 
598

 
720

 
801

Other real estate owned, net
24

 
183

 
(11
)
 
167

 
(1
)
Other taxes
238

 
237

 
237

 
235

 
231

Federal deposit insurance
142

 
215

 
216

 
175

 
203

Audits and exams
136

 
136

 
165

 
152

 
114

Legal and advisory fees
1,342

 
494

 
350

 
221

 
328

Other operating expenses
1,347

 
1,105

 
1,113

 
909

 
1,115

Total non-interest expense
10,020

 
9,174

 
8,751

 
9,014

 
8,138

Income before income taxes
1,712

 
2,984

 
3,538

 
2,643

 
990

Income tax expense
620

 
720

 
885

 
588

 
209

NET INCOME
$
1,092

 
$
2,264

 
$
2,653

 
$
2,055

 
$
781

Earnings per share:
 
 
 
 
 
 
 
 
 
Basic
$
0.15

 
$
0.32

 
$
0.37

 
$
0.29

 
$
0.11

Diluted
$
0.15

 
$
0.32

 
$
0.37

 
$
0.29

 
$
0.11

Dividends per common share
$
0.13

 
$
0.13

 
$
0.13

 
$
0.13

 
$
0.13


Page 8



MIDDLEBURG FINANCIAL CORPORATION AND SUBSIDIARIES
Selected Financial Data by Quarter
(Unaudited, Dollars in thousands, except for per share data)
 
December 31,
 
September 30,
 
June 30,
 
March 31,
 
December 31,
 
2016
 
2016
 
2016
 
2016
 
2015
BALANCE SHEET RATIOS
 
 
 
 
 
 
 
 
 
Loans to deposits
77.50
%
 
77.50
 %
 
80.90
 %
 
76.07
%
 
77.41
%
Average interest-earning assets to average interest-bearing liabilities
134.84
%
 
134.84
 %
 
133.31
 %
 
132.30
%
 
136.05
%
INCOME STATEMENT RATIOS
 
 
 
 
 
 
 
 
 
Return on average assets (ROA)
0.33
%
 
0.68
 %
 
0.80
 %
 
0.63
%
 
0.24
%
Return on average equity (ROE)
3.36
%
 
7.01
 %
 
8.47
 %
 
6.63
%
 
2.45
%
Net interest margin (1)
3.17
%
 
3.11
 %
 
3.26
 %
 
3.24
%
 
3.17
%
Yield on average earning assets
3.51
%
 
3.47
 %
 
3.63
 %
 
3.60
%
 
3.52
%
Yield on securities
2.73
%
 
2.49
 %
 
2.92
 %
 
2.95
%
 
2.83
%
Yield on loans
3.96
%
 
4.03
 %
 
4.11
 %
 
4.09
%
 
4.01
%
Cost of funds
0.36
%
 
0.38
 %
 
0.38
 %
 
0.39
%
 
0.37
%
Efficiency ratio (5)
77.87
%
 
74.43
 %
 
70.08
 %
 
73.22
%
 
67.21
%
PER SHARE DATA
 
 
 
 
 
 
 
 
 
Dividends
$
0.13

 
$
0.13

 
$
0.13

 
$
0.13

 
$
0.13

Book value
17.58

 
18.15

 
18.03

 
17.65

 
17.44

Tangible book value (4)
17.10

 
17.66

 
17.53

 
17.14

 
16.93

SHARE PRICE DATA
 
 
 
 
 
 
 
 
 
Closing price
$
34.75

 
$
28.28

 
$
27.20

 
$
21.60

 
$
18.48

Diluted earnings multiple (2)
57.92

 
22.27

 
18.26

 
18.52

 
16.95

Book value multiple (3)
1.98

 
1.56

 
1.51

 
1.22

 
1.06

COMMON STOCK DATA
 
 
 
 
 
 
 
 
 
Outstanding shares at end of period
7,205,066

 
7,103,358

 
7,101,390

 
7,094,602

 
7,085,217

Weighted average shares outstanding, basic
7,164,847

 
7,103,235

 
7,100,226

 
7,076,775

 
7,152,844

Weighted average shares outstanding, diluted
7,197,569

 
7,160,164

 
7,153,917

 
7,107,380

 
7,171,498

Dividend payout ratio
86.67
%
 
40.63
 %
 
35.14
 %
 
44.83
%
 
118.18
%
CAPITAL RATIOS
 
 
 
 
 
 
 
 
 
Capital to assets
9.95
%
 
9.66
 %
 
9.74
 %
 
9.29
%
 
9.54
%
Leverage ratio
9.73
%
 
9.59
 %
 
9.45
 %
 
9.40
%
 
9.59
%
Common equity tier 1 ratio
15.61
%
 
15.92
 %
 
15.44
 %
 
15.56
%
 
15.61
%
Tier 1 risk based capital ratio
16.25
%
 
16.57
 %
 
16.08
 %
 
16.22
%
 
16.27
%
Total risk based capital ratio
17.50
%
 
17.83
 %
 
17.34
 %
 
17.47
%
 
17.52
%
CREDIT QUALITY
 
 
 
 
 
 
 
 
 
Net charge-offs (recoveries) to average loans
0.19
%
 
(0.004
)%
 
(0.018
)%
 
0.002
%
 
0.39
%
Total nonperforming loans to total loans
2.27
%
 
2.29
 %
 
2.29
 %
 
2.46
%
 
2.62
%
Total nonperforming assets to total assets
2.00
%
 
1.78
 %
 
1.84
 %
 
1.86
%
 
1.97
%
Nonaccrual loans to:
 
 
 
 
 
 
 
 
 
Total loans
0.73
%
 
0.79
 %
 
0.82
 %
 
0.94
%
 
1.09
%
Total assets
0.50
%
 
0.50
 %
 
0.53
 %
 
0.57
%
 
0.68
%
Allowance for loan losses to:
 
 
 
 
 
 
 
 
 
Total loans
1.33
%
 
1.32
 %
 
1.35
 %
 
1.37
%
 
1.37
%
Nonperforming assets
44.82
%
 
47.12
 %
 
47.72
 %
 
45.22
%
 
43.30
%
Nonaccrual loans
179.90
%
 
167.09
 %
 
165.24
 %
 
146.25
%
 
125.75
%
NONPERFORMING ASSETS
 
 
 
 
 
 
 
 
 
Loans delinquent 90+ days and still accruing
$
781

 
$
248

 
$
179

 
$
511

 
$
278

Nonaccrual loans
6,339

 
6,703

 
6,976

 
7,747

 
8,784

Restructured loans (not in nonaccrual)
12,410

 
12,386

 
12,407

 
12,027

 
12,058

Other real estate owned
5,073

 
3,387

 
3,553

 
3,727

 
3,345

Repossessed assets
843

 
1,043

 
1,043

 
1,043

 
1,043

Total nonperforming assets
$
25,446

 
$
23,767

 
$
24,158

 
$
25,055

 
$
25,508



Page 9





(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 services 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 efficiency ratio is not a measurement under accounting principles generally accepted in the United States. It is calculated by dividing non-interest expense (adjusted for amortization of intangibles, other real estate expenses, and non-recurring one-time charges) by the sum of tax equivalent net interest income and non-interest income excluding gains and losses on the investment portfolio. The tax rate utilized in calculating tax equivalent amounts is 34%. The Company calculates and reviews this ratio as a means of evaluating operational efficiency.


Page 10




MIDDLEBURG FINANCIAL CORPORATION AND SUBSIDIARIES
Average Balances, Income and Expenses, Yields and Rates
(Unaudited)
 
Three months ended December 31,
 
2016
 
2015
 
Average
Balance
 
Income/
Expense
 
Yield/
Rate (2)
 
Average
Balance
 
Income/
Expense
 
Yield/
Rate (2)
 
(Dollars in thousands)
Assets:
 
 
 
 
 
 
 
 
 
 
 
Securities:
 
 
 
 
 
 
 
 
 
 
 
Taxable
$
304,429

 
$
1,828

 
2.39
%
 
$
332,163

 
$
2,061

 
2.46
%
Tax-exempt (1)
49,236

 
602

 
4.86
%
 
51,884

 
681

 
5.21
%
Total securities
$
353,665

 
$
2,430

 
2.73
%
 
$
384,047

 
$
2,742

 
2.83
%
Loans:
 
 
 
 
 
 
 
 
 
 
 
   Taxable
$
842,541

 
$
8,394

 
3.96
%
 
$
791,590

 
$
7,989

 
4.00
%
   Tax-exempt (1)
540

 
7

 
5.16
%
 
578

 
8

 
5.49
%
Total loans (3)
$
843,081

 
$
8,401

 
3.96
%
 
$
792,168

 
$
7,997

 
4.01
%
Interest on deposits with other banks and federal funds sold
36,373

 
41

 
0.45
%
 
38,348

 
22

 
0.23
%
Total earning assets
$
1,233,119

 
$
10,872

 
3.51
%
 
$
1,214,563

 
$
10,761

 
3.52
%
Less: allowance for loan losses
(11,169
)
 
 
 
 
 
(11,733
)
 
 
 
 
Total nonearning assets
81,596

 
 
 
 
 
79,695

 
 
 
 
Total assets
$
1,303,546

 
 

 
 
 
$
1,282,525

 
 

 
 
Liabilities:
 

 
 

 
 
 
 

 
 

 
 
Interest-bearing deposits:
 

 
 

 
 
 
 

 
 

 
 
Checking
$
345,794

 
$
191

 
0.22
%
 
$
345,525

 
$
177

 
0.20
%
Regular savings
132,795

 
62

 
0.19
%
 
125,947

 
59

 
0.19
%
Money market savings
83,720

 
52

 
0.25
%
 
78,918

 
40

 
0.20
%
Time deposits:
 
 
 
 
 
 
 
 
 
 
 
$100,000 and over
141,318

 
310

 
0.87
%
 
144,440

 
320

 
0.88
%
Under $100,000
107,087

 
250

 
0.93
%
 
102,586

 
286

 
1.11
%
Total interest-bearing deposits
$
810,714

 
$
865

 
0.42
%
 
$
797,416

 
$
882

 
0.44
%
Securities sold under agreements to repurchase
34,382

 
1

 
0.01
%
 
28,663

 

 
%
FHLB borrowings and other debt
55,818

 
182

 
1.30
%
 
66,677

 
174

 
1.03
%
Federal funds purchased
54

 

 
%
 

 

 
%
Total interest-bearing liabilities
$
900,968

 
$
1,048

 
0.46
%
 
$
892,756

 
$
1,056

 
0.47
%
Non-interest bearing liabilities:
 

 
 

 
 
 
 

 
 

 
 
Demand deposits
259,706

 
 
 
 
 
248,536

 
 
 
 
Other liabilities
13,644

 
 
 
 
 
15,016

 
 
 
 
Total liabilities
$
1,174,318

 
 

 
 
 
$
1,156,308

 
 

 
 
Shareholders' equity
129,228

 
 
 
 
 
126,217

 
 
 
 
Total liabilities and shareholders' equity
$
1,303,546

 
 

 
 
 
$
1,282,525

 
 

 
 
Net interest income
 

 
$
9,824

 
 
 
 

 
$
9,705

 
 
Interest rate spread
 

 
 

 
3.04
%
 
 

 
 

 
3.05
%
Cost of Funds
 

 
 

 
0.36
%
 
 

 
 

 
0.37
%
Interest expense as a percent of average earning assets
 

 
 

 
0.34
%
 
 

 
 

 
0.34
%
Net interest margin
 

 
 

 
3.17
%
 
 

 
 

 
3.17
%
(1)
Income and yields are reported on tax equivalent basis assuming a federal tax rate of 34%.
(2)
All yields and rates have been annualized on a 366 day year for 2016 and 365 day year for 2015.
(3)
Total average loans include loans on non-accrual status.


Page 11



MIDDLEBURG FINANCIAL CORPORATION AND SUBSIDIARIES
Average Balances, Income and Expenses, Yields and Rates
(Unaudited)
 
Twelve months ended December 31,
 
2016
 
2015
 
Average
Balance
 
Income/
Expense
 
Yield/
Rate (2)
 
Average
Balance
 
Income/
Expense
 
Yield/
Rate (2)
 
(Dollars in thousands)
Assets:
 
 
 
 
 
 
 
 
 
 
 
Securities:
 
 
 
 
 
 
 
 
 
 
 
Taxable
$
320,250

 
$
7,716

 
2.41
%
 
$
319,705

 
$
7,893

 
2.47
%
Tax-exempt (1)
50,373

 
2,576

 
5.11
%
 
51,732

 
2,732

 
5.28
%
Total securities
$
370,623

 
$
10,292

 
2.78
%
 
$
371,437

 
$
10,625

 
2.86
%
Loans:
 
 
 
 
 
 
 
 
 
 
 
   Taxable
$
834,810

 
$
33,773

 
4.05
%
 
$
771,207

 
$
32,457

 
4.21
%
   Tax-exempt (1)
604

 
33

 
5.46
%
 
609

 
33

 
5.42
%
Total loans (3)
$
835,414

 
$
33,806

 
4.05
%
 
$
771,816

 
$
32,490

 
4.21
%
Interest on deposits with other banks and federal funds sold
40,672

 
164

 
0.40
%
 
49,201

 
106

 
0.22
%
Total earning assets
$
1,246,709

 
$
44,262

 
3.55
%
 
$
1,192,454

 
$
43,221

 
3.62
%
Less: allowance for loan losses
(11,311
)
 
 
 
 
 
(11,853
)
 
 
 
 
Total nonearning assets
80,980

 
 
 
 
 
77,456

 
 
 
 
Total assets
$
1,316,378

 
 

 
 
 
$
1,258,057

 
 

 
 
Liabilities:
 

 
 

 
 
 
 

 
 

 
 
Interest-bearing deposits:
 

 
 

 
 
 
 

 
 

 
 
Checking
$
351,764

 
$
767

 
0.22
%
 
$
343,026

 
$
693

 
0.20
%
Regular savings
130,357

 
241

 
0.18
%
 
119,989

 
223

 
0.19
%
Money market savings
77,763

 
185

 
0.24
%
 
70,239

 
136

 
0.19
%
Time deposits:
 
 
 
 
 
 
 
 
 
 
 
$100,000 and over
146,406

 
1,290

 
0.88
%
 
138,860

 
1,220

 
0.88
%
Under $100,000
111,097

 
1,052

 
0.95
%
 
106,023

 
1,190

 
1.12
%
Total interest-bearing deposits
$
817,387

 
$
3,535

 
0.43
%
 
$
778,137

 
$
3,462

 
0.44
%
Securities sold under agreements to repurchase
31,076

 
3

 
0.01
%
 
30,095

 
64

 
0.21
%
FHLB borrowings and other debt
79,751

 
886

 
1.11
%
 
68,977

 
681

 
0.99
%
Federal funds purchased
15

 

 
%
 
1

 

 
%
Total interest-bearing liabilities
$
928,229

 
$
4,424

 
0.48
%
 
$
877,210

 
$
4,207

 
0.48
%
Non-interest bearing liabilities:
 

 
 

 
 
 
 

 
 

 
 
Demand deposits
247,214

 
 
 
 
 
241,996

 
 
 
 
Other liabilities
13,832

 
 
 
 
 
13,602

 
 
 
 
Total liabilities
$
1,189,275

 
 

 
 
 
$
1,132,808

 
 

 
 
Shareholders' equity
127,103

 
 
 
 
 
125,249

 
 
 
 
Total liabilities and shareholders' equity
$
1,316,378

 
 

 
 
 
$
1,258,057

 
 

 
 
Net interest income
 

 
$
39,838

 
 
 
 

 
$
39,014

 
 
Interest rate spread
 

 
 

 
3.07
%
 
 

 
 

 
3.14
%
Cost of Funds
 

 
 

 
0.38
%
 
 

 
 

 
0.38
%
Interest expense as a percent of average earning assets
 

 
 

 
0.35
%
 
 

 
 

 
0.35
%
Net interest margin
 

 
 

 
3.20
%
 
 

 
 

 
3.27
%
(1)
Income and yields are reported on tax equivalent basis assuming a federal tax rate of 34%.
(2)
All yields and rates have been annualized on a 366 day year for 2016 and 365 day year for 2015.
(3)
Total average loans include loans on non-accrual status.


Page 12