10-K 1 f10kmbrg123112.htm FORM 10-K FOR YEAR ENDING DECEMBER 31, 2012 f10kmbrg123112.htm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
 
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the fiscal year ended December 31, 2012
 
 Commission file number 0-24159
 
 MIDDLEBURG FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)

Virginia
(State or other jurisdiction
of incorporation or organization)
  
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
 
 Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Name of each exchange
on which registered
Common Stock, par value $2.50 per share
  
Nasdaq Stock Market
S
ecurities registered pursuant to Section 12(g) of the Act:
 None
(Title of class)
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  ¨    No  þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section  15(d) of the Act.  Yes  ¨    No  þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any every interactive data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  þ   No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 
Large accelerated filer  ¨
Accelerated filer  þ
 
Non-accelerated filer  ¨ (Do not check if a smaller reporting company)
Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes  ¨    No  þ

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.  $119,893,418
 
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.  7,052,554 shares of Common Stock as of February 28, 2013
 
DOCUMENTS INCORPORATED BY REFERENCE
 Portions of the Proxy Statement for the 2013 Annual Meeting of Shareholders – Part III
 


 

     
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BUSINESS

General

Middleburg Financial Corporation (the “Company”) is a bank holding company that was incorporated under Virginia law in 1993.  The Company conducts its primary operations through two wholly owned subsidiaries, Middleburg Bank and Middleburg Investment Group, Inc., both of which are chartered under Virginia law.  The Company has one other wholly owned subsidiary, MFC Capital Trust II, which is a Delaware Business Trust that the Company formed in connection with the issuance of trust preferred debt in December 2003.

Middleburg Bank

Middleburg Bank opened for business on July 1, 1924 and has continuously offered banking products and services to surrounding communities since that date.  Middleburg Bank has twelve full service facilities and one limited service facility.  The main office is located at 111 West Washington Street, Middleburg, Virginia 20117.  Middleburg Bank has two full service facilities and one limited service facility in Leesburg, Virginia.  Other full service facilities are located in Ashburn, Gainesville, Marshall, Purcellville, Reston, Richmond, Warrenton, and Williamsburg, Virginia.  

Middleburg Bank serves the Virginia counties of Loudoun, Fairfax, Fauquier and western Prince William as well as the Town of Williamsburg and the City of Richmond.  Loudoun County is in northwestern Virginia and included in the Washington-Baltimore metropolitan statistical area.  According to the latest available U.S. Census Bureau data, the county's estimated population was approximately 312,311.  The local economy is driven by service industries, including but not limited to, professional and technical services requiring a high skill level; federal, state and local government; construction; and retail trade.  Fairfax County is in northern Virginia and is included in the Washington-Baltimore metropolitan statistical area.  According to the latest data from the U.S. Census Bureau, the county's population was 1,081,726.  The local economy is driven by service industries and federal, state and local governments.  Fauquier County is in northern Virginia and is included in the Washington-Baltimore metropolitan statistical area.  Fauquier County's estimated population as of the latest census was 65,203 according to  the U.S. Census Bureau.  The local economy is driven by service industries and agriculture.  Prince William County is in northern Virginia and is included in the Washington-Baltimore metropolitan statistical area.  Prince William County's estimated population was 402,002 according the U.S. Census Bureau. Williamsburg is in the Tidewater region of Virginia and has an estimated population of 14,068 according to U.S. Census Bureau, while the surrounding area (James City County) has an estimated population of 67,009.  The city of Richmond has an estimated population of 204,214 according to the U.S. Census Bureau while the Richmond metropolitan statistical area has a population of 1,258,251.

Middleburg Bank has one wholly owned subsidiary, Middleburg Bank Service Corporation.  Middleburg Bank Service Corporation is a partner in two limited liability companies, Bankers Title Shenandoah, LLC, which sells title insurance through its members, and Bankers Insurance, LLC, which acts as a broker for insurance sales for its member banks.  Middleburg Bank Service Corporation has an ownership interest in Infinex Financial Group.  Infinex Financial Group acts as a broker-dealer for sales of investment products to clients of its member banks.

Middleburg Bank owns 62.4% of the issued and outstanding membership interest units of Southern Trust Mortgage, LLC.  The remaining 37.6% of issued and outstanding membership interest units are owned by other partners.  The ownership of these partners is represented in the financial statements as “Non-controlling Interest in Consolidated Subsidiary.”  Southern Trust Mortgage is a regional mortgage lender headquartered in Virginia Beach, Virginia and has offices in Virginia, Maryland, Georgia, North Carolina and South Carolina.

Middleburg Investment Group

Middleburg Investment Group is a non-bank holding company that was formed in the fourth quarter of 2005.  It has one wholly-owned subsidiary, Middleburg Trust Company.

Middleburg Trust Company is chartered under Virginia law and opened for business in January 1994.  Its main office is located at 821 East Main Street, Richmond, Virginia, 23219.  Middleburg Trust Company serves primarily the greater Richmond area including the counties of Henrico, Chesterfield, Hanover, Goochland and Powhatan.  Richmond is the capital of the Commonwealth of Virginia, and the city of Richmond has an estimated population of 204,214 according to the U.S. Census Bureau, while the Richmond metropolitan statistical area has an estimated population of 1,258,251.  In 2008, Middleburg Trust Company opened an office in Williamsburg, Virginia.  According to the 2010 U.S. Census, Williamsburg has an estimated population of 14,068, while the surrounding area (James City County) has an estimated population of  67,009. Middleburg



Trust Company also serves the counties of Fairfax, Fauquier and Loudoun with staff available to several of Middleburg Bank's facilities.

Products and Services

The Company, through its subsidiaries, offers a wide range of banking, fiduciary and investment management services to both individuals and small businesses.  Middleburg Bank’s services include various types of checking and savings deposit accounts, and the making of business, real estate, development, mortgage, home equity, automobile and other installment, demand and term loans.  Also, Middleburg Bank offers ATMs at eight facilities and at two offsite locations.  Additional banking services available to the Company’s clients include, but are not limited to, Internet banking, travelers’ checks, money orders, safe deposit rentals, collections, notary public and wire services.  Southern Trust Mortgage offers mortgage banking services to residential borrowers in five states within the southeastern United States.  Southern Trust Mortgage operates as Middleburg Mortgage within all of the Company’s financial service centers to provide mortgage banking services for the Company’s clients.

Middleburg Investment Group offers wealth management services through Middleburg Trust Company and through the investment services department of Middleburg Bank.  Middleburg Trust Company provides a variety of investment management and fiduciary services including trust and estate settlement.  Middleburg Trust Company can also serve as escrow agent, attorney-in-fact, and guardian of property or trustee of an IRA.  The investment services department of Middleburg Bank provides investment brokerage services for the Company’s clients.

Employees

As of December 31, 2012, the Company and its subsidiaries had a total of 410 full time equivalent employees, including 195  employees at Southern Trust Mortgage.  The Company considers relations with its employees to be excellent.  The Company’s employees are not represented by a collective bargaining unit.

U.S. Securities and Exchange Commission Filings

The Company maintains an Internet website at www.middleburgbank.com.  Shareholders of the Company and the public may access the Company’s periodic and current reports (including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and any amendments to those reports) filed with or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, through the “Shareholder Relations” section of the Company’s website. The reports are made available on this website as soon as practicable following the filing of the reports with the SEC. The information is free of charge and may be reviewed, downloaded and printed from the website at any time.

Segment Reporting

The Company operates in a decentralized fashion in three principal business activities: commercial and retail banking services; wealth management services; and mortgage banking services.  Revenue from commercial and retail banking activities consists primarily of interest earned on loans and investment securities and service charges on deposit accounts.

Revenue from the wealth management activities is comprised mostly of fees based upon the market value of the accounts under administration as well as commissions on investment transactions. The wealth management services are conducted by Middleburg Trust Company and the investment services department of Middleburg Bank.

Revenue from the mortgage banking activities is comprised of interest earned on loans and fees received as a result of the mortgage origination process.  The Company recognizes gains on the sale of mortgages as part of Other Income.  The mortgage banking services are conducted by Southern Trust Mortgage.

Middleburg Bank and the Company have assets in custody with Middleburg Trust Company and accordingly pay Middleburg Trust Company a monthly fee.  During 2012, Middleburg Bank paid interest to Middleburg Trust Company and Southern Trust Mortgage on deposit accounts that each company had at Middleburg Bank.  Southern Trust Mortgage has an outstanding line of credit for which it pays interest to Middleburg Bank.  Middleburg Bank provides office space and data processing services to Southern Trust Mortgage for which it receives rental and fee income.  Middleburg Trust Company pays the Company a management fee each month for accounting and other services provided.  Transactions related to these relationships are eliminated to reach consolidated totals.

The following tables present segment information for the years ended December 31, 2012 , 2011 and 2010.
 
 
2012
 
Commercial &
Retail
Banking
  
Wealth
Management
  
Mortgage
Banking
  
Intercompany
Eliminations
  
Consolidated
Revenues:
(In Thousands)
Interest income
$
46,095
  
$
10
    
$
2,740
    
$
(1,822
)
  
$
47,023
  
Wealth management fees
—
  
4,409
    
—
    
(140
)
  
4,269
  
Other income
3,895
  
—
    
21,787
    
(497
)
  
25,185
  
Total operating income
49,990
  
4,419
    
24,527
    
(2,459
)
  
76,477
  
Expenses:
                  
Interest expense
8,433
  
—
    
2,213
    
(1,822
)
  
8,824
  
Salaries and employee benefits
15,678
  
2,208
    
12,531
    
—
    
30,417
  
Provision for loan losses
3,410
  
—
    
28
    
—
    
3,438
  
Other expense
17,413
  
1,300
    
5,766
    
(637
)
  
23,842
  
Total operating expenses
44,934
  
3,508
    
20,538
    
(2,459
)
  
66,521
  
Income before income taxes and non-controlling interest
5,056
  
911
    
3,989
    
—
    
9,956
  
Income tax expense
1,593
  
373
    
—
    
—
    
1,966
  
Net income
3,463
  
538
    
3,989
    
—
    
7,990
  
Non-controlling interest in consolidated subsidiary
—
  
—
    
(1,504
)
  
—
    
(1,504
)
Net income attributable to Middleburg Financial Corporation
$
3,463
  
$
538
    
$
2,485
    
$
—
    
$
6,486
  
Total assets
$
1,216,813
  
$
6,416
    
$
94,282
    
$
(80,730
)
  
$
1,236,781
  
Capital expenditures
947
  
—
    
98
    
—
    
1,045
  
Goodwill and other intangibles
—
  
4,150
    
1,867
    
—
    
6,017
  










 
2011
 
Commercial &
Retail
Banking
  
Wealth
Management
  
Mortgage
Banking
  
Intercompany
Eliminations
  
Consolidated
Revenues:
(In Thousands)
Interest income
$
47,080
  
$
14
    
$
2,931
    
$
(1,389
)
  
$
48,636
  
Wealth management fees
—
  
4,150
    
—
    
(121
)
  
4,029
  
Other income
3,521
  
—
    
12,543
    
(131
)
  
15,933
  
Total operating income
50,601
  
4,164
    
15,474
    
(1,641
)
  
68,598
  
Expenses:
                  
Interest expense
10,374
  
—
    
1,706
    
(1,389
)
  
10,691
  
Salaries and employee benefits
15,390
  
2,369
    
9,614
    
—
    
27,373
  
Provision for loan losses
3,141
  
—
    
(257
)
  
—
    
2,884
  
Other expense
15,531
  
1,232
    
5,127
    
(252
)
  
21,638
  
Total operating expenses
44,436
  
3,601
    
16,190
    
(1,641
)
  
62,586
  
Income (loss) before income taxes and non-controlling interest
6,165
  
563
    
(716
)
  
—
    
6,012
  
Income tax expense
1,230
  
120
    
—
    
—
    
1,350
  
Net income (loss)
4,935
  
443
    
(716
)
  
—
    
4,662
  
Non-controlling interest in consolidated subsidiary
—
  
—
    
298
    
—
    
298
  
Net income (loss) attributable to Middleburg Financial Corporation
$
4,935
  
$
443
    
$
(418
)
  
$
—
    
$
4,960
  
Total assets
$
1,262,358
  
$
5,975
    
$
101,876
    
$
(177,349
)
  
$
1,192,860
  
Capital expenditures
1,197
  
3
    
151
        
1,351
  
Goodwill and other intangibles
—
  
4,322
    
1,867
    
—
    
6,189
  





 
2010
 
Commercial &
Retail
Banking
  
Wealth
Management
  
Mortgage
Banking
  
Intercompany
Eliminations
  
Consolidated
Revenues:
(In Thousands)
Interest income
$
47,098
    
$
9
    
$
2,315
    
$
(1,391
)
  
$
48,031
  
Wealth management fees
—
    
3,782
    
—
    
(103
)
  
3,679
  
Other income
2,703
    
—
    
14,141
    
(11
)
  
16,833
  
Total operating income
49,801
    
3,791
    
16,456
    
(1,505
)
  
68,543
  
Expenses:
                  
Interest expense
13,783
    
—
    
1,782
    
(1,390
)
  
14,175
  
Salaries and employee benefits
12,887
    
2,588
    
8,628
    
—
    
24,103
  
Provision for loan losses
11,122
    
—
    
883
    
—
    
12,005
  
Other expense
17,589
    
1,356
    
4,318
    
(115
)
  
23,148
  
Total operating expenses
55,381
    
3,944
    
15,611
    
(1,505
)
  
73,431
  
Income (loss) before income taxes
                  
and non-controlling interest
(5,580
)
  
(153
)
  
845
    
—
    
(4,888
)
Income tax expense (benefit)
(2,575
)
  
13
    
—
    
—
    
(2,562
)
Net income (loss)
(3,005
)
  
(166
)
  
845
    
—
    
(2,326
)
Non-controlling interest in consolidated subsidiary
—
    
—
    
(362
)
  
—
    
(362
)
Net income (loss) attributable to Middleburg Financial Corporation
$
(3,005
)
  
$
(166
)
  
$
483
    
$
—
    
$
(2,688
)
Total assets
$
1,081,231
    
$
5,931
    
$
70,512
    
$
(53,107
)
  
$
1,104,567
  
Capital expenditures
852
    
—
    
87
        
939
  
Goodwill and other intangibles
—
    
4,493
    
1,867
    
—
    
6,360
  

Competition

The Company’s commercial and retail banking segment faces significant competition for both loans and deposits.  Competition for loans comes from commercial banks, savings and loan associations and savings banks, mortgage banking subsidiaries of regional commercial banks, subsidiaries of national mortgage bankers, insurance companies, and other institutional lenders.  Its most direct competition for deposits has historically come from commercial banks, credit unions, savings banks, savings and loan associations and other financial institutions.  Based upon total deposits at June 30, 2012, as reported to the Federal Deposit Insurance Corporation (the “FDIC”), the Company has the largest share of deposits among banking organizations operating in Loudoun County, Virginia, with 17.18% of the nearly $4.7 billion in deposits in the County.  The Company's Reston location, as of the latest FDIC report, has 1.82% of the $2.9 billion in deposits in the Reston market.  The Company's market share among banking organizations operating in Fauquier County, as of the latest FDIC report, is 5.31% of the $1.3 billion in deposits.  The Company's Williamsburg location has 2.89% of the $933 million in deposits in James City County, as of the latest FDIC report. The Company also faces competition for deposits from short-term money market mutual funds and other corporate and government securities funds.

The Company’s wealth management segment faces competition on several fronts.  Middleburg Trust Company competes for clients and accounts with banks, other financial institutions and money managers.  Even though many of these institutions have been engaged in the trust or investment management business for a considerably longer period of time than Middleburg Trust Company and have significantly greater resources, Middleburg Trust Company has grown through its commitment to quality trust and investment management services and a local community approach to business.  

Competition for the Company’s mortgage banking segment, Southern Trust Mortgage is largely from other mortgage banking entities.  Traditional financial institutions, investment banking companies and Internet sources for mortgages also add to the competitive market for mortgages.



Lending Activities

Credit Policies

The principal risk associated with each of the categories of loans in Middleburg Bank’s portfolio is the creditworthiness of its borrowers.  Within each category, such risk is increased or decreased, depending on prevailing economic conditions.  In an effort to manage the risk, Middleburg Bank’s loan policy gives loan amount approval limits to individual loan officers based on their position and level of experience.  The risk associated with real estate mortgage loans, commercial and consumer loans varies, based on market employment levels, consumer confidence, fluctuations in the value of real estate and other conditions that affect the ability of borrowers to repay indebtedness.  The risk associated with real estate construction loans varies, based on the supply and demand for the type of real estate under construction.

Middleburg Bank has written policies and procedures to help manage credit risk.  Middleburg Bank utilizes an outside third party loan review process that includes regular portfolio reviews to establish loss exposure and to ascertain compliance with Middleburg Bank’s loan policy.

Middleburg Bank has three levels of lending authority.  Individual loan officers are the first level and are limited to their lending authority.  The second level is the Officers Loan Committee, which is composed of four officers of Middleburg Bank, including the Company’s Chairman, the President and Chief Executive Officer, and the Senior Lending Officer.  The Officers Loan Committee approves loans that exceed the individual loan officers’ lending authority and reviews loans to be presented to the Directors Loan Committee.  The Directors Loan Committee is composed of seven Directors, of which five are independent Directors.  The Directors Loan Committee approves new, modified and renewed credits that exceed Officer Loan Committee authorities.  The Chairman of the Directors Loan Committee is the Chairman of the Company.   A quorum is reached when four committee members are present, of which at least three must be independent Directors.  An application requires four votes to receive approval by this committee.  In addition, the Directors Loan Committee reports all new loans reviewed and approved to Middleburg Bank’s Board of Directors monthly.  Monthly reports shared with the Directors Loan Committee include names and monetary amounts of all new credits in excess of $12,500 or which had been extended; a watch list including names, monetary amounts, risk rating and payment status; non accruals and charge offs as recommended and a list of overdrafts in excess of $1,500 and which have been overdrawn more than four days.  The Directors Loan Committee also reviews lending policies proposed by management.

In the normal course of business, Middleburg Bank makes various commitments and incurs certain contingent liabilities which are disclosed but not reflected in its annual financial statements including commitments to extend credit.  At December 31, 2012, commitments to extend credit totaled $78.3 million.

Construction Lending

Middleburg Bank makes local construction loans, primarily residential, and land acquisition and development loans.  The construction loans are primarily secured by residential houses under construction and the underlying land for which the loan was obtained.  At December 31, 2012, construction, land and land development loans outstanding were $50.2 million, or 6.3%, of  total loans including loans held for sale.  These loans are concentrated primarily in the Loudoun, Fairfax and Fauquier County, Virginia markets.  The average life of a construction loan is approximately 12 months and will reprice monthly to meet the market, typically the prime interest rate plus one percent.  Because the interest rate charged on these loans floats with the market, the construction loans help the Company in managing its interest rate risk.  Construction lending entails significant additional risks, compared with residential mortgage lending.  Construction loans often involve larger loan balances concentrated with single borrowers or groups of related borrowers.  Another risk involved in construction lending is attributable to the fact that loan funds are advanced upon the security of the land or home under construction, which value is estimated prior to the completion of construction.  Thus, it is more difficult to evaluate accurately the total loan funds required to complete a project and related loan-to-value ratios.  To mitigate the risks associated with construction lending, Middleburg Bank generally limits loan amounts to 75% to 85% of appraised value, in addition to analyzing the creditworthiness of its borrowers.  Middleburg Bank also obtains a first lien on the property as security for its construction loans and typically requires personal guarantees from the borrowing entity’s principal owners.

Commercial Business Loans

Commercial business loans generally have a higher degree of risk than residential mortgage loans, but have higher yields.  To manage these risks, Middleburg Bank generally obtains appropriate collateral and personal guarantees from the borrowing entity’s principal owners and monitors the financial condition of its business borrowers.  Residential mortgage loans generally are made on the basis of the borrower’s ability to make repayment from employment and other income and are secured by real estate whose value tends to be readily ascertainable.  In contrast, commercial business loans typically are made on the basis of the borrower’s ability to make repayment from cash flow from its business and are secured by business assets, such as


commercial real estate, accounts receivable, equipment and inventory.  As a result, the availability of funds for the repayment of commercial business loans is substantially dependent on the success of the business itself.  Furthermore, the collateral for commercial business loans may depreciate over time and generally cannot be appraised with as much precision as residential real estate.  Middleburg Bank has an outside third party loan review and monitoring process to regularly assess the repayment ability of commercial borrowers.  At December 31, 2012, commercial loans totaled $118.6 million, or  15.0% of total loans.

Commercial Real Estate Lending

Commercial real estate loans are secured by various types of commercial real estate in Middleburg Bank’s market area, including multi-family residential buildings, commercial buildings and offices, small shopping centers and churches.  At December 31, 2012, commercial real estate loans aggregated $254.9 million, or 32.2% of Middleburg Bank’s total outstanding loans including loans held for sale on that date.
 
In its underwriting of commercial real estate, Middleburg Bank may lend, under internal policy, up to 80% of the secured property’s appraised value. Commercial real estate lending entails significant additional risk, compared with residential mortgage lending.  Commercial real estate loans typically involve larger loan balances concentrated with single borrowers or groups of related borrowers.  Additionally, the payment experience on loans secured by income producing properties is typically dependent on the successful operation of a business or a real estate project and thus may be subject, to a greater extent, to adverse conditions in the real estate market or in the economy generally. Middleburg Bank’s commercial real estate loan underwriting criteria require an examination of debt service coverage ratios and the borrower’s creditworthiness, prior credit history and reputation.  Middleburg Bank also evaluates the location of the security property and typically requires personal guarantees or endorsements of the borrowing entity’s principal owners.

One-to-Four-Family Residential Real Estate Lending

Residential lending activity may be generated by Middleburg Bank’s loan originator solicitation, referrals by real estate professionals, existing or new bank clients and purchases of whole loans from Southern Trust Mortgage.  Loan applications are taken by a Bank loan officer.  As part of the application process, information is gathered concerning income, employment and credit history of the applicant.  Loan originations are underwritten using Middleburg Bank’s underwriting guidelines.  Security for the majority of Middleburg Bank’s residential lending is in the form of owner occupied one-to-four-family dwellings. The valuation of  residential collateral is provided by independent fee appraisers who have been approved by Middleburg Bank’s Board of Directors.

At December 31, 2012, $260.6 million, or 32.9%, of Middleburg Bank’s total outstanding loans consisted of one-to four-family residential real estate loans and home equity lines. Additionally, $82.1 million of one-to-four family residential real estate loans were included in the bank's loans held for sale account at December 31, 2012.  Of the $260.6 million portfolio one-to-four family real estate loans, $161.4 million were fixed rate mortgages while the remaining $99.2 million were adjustable rate mortgages.   The fixed rate loans are typically 3, 5, 7 or 10 year balloon loans amortized over a 30 year period.  Middleburg Bank has about $84.5 million in fixed rate loans that have maturities of 15 years or greater.  Approximately $59.5 million of fixed rate loans have maturities of 5 years or less.

In connection with residential real estate loans, Middleburg Bank requires title insurance, hazard insurance and if required, flood insurance.  Flood determination letters with life of loan tracking are obtained on all federally related transactions with improvements serving as security for the transaction.
 
Consumer Lending

Middleburg Bank offers various secured and unsecured consumer loans, including unsecured personal loans and lines of credit, automobile loans, deposit account loans, installment and demand loans.  At December 31, 2012, Middleburg Bank had consumer loans of $13.3 million million or  1.7% of total gross loans.  Such loans are generally made to customers with whom Middleburg Bank has a pre-existing relationship.  Middleburg Bank currently originates all of its consumer loans in its geographic market area.  Most of the consumer loans are tied to the prime lending rate and reprice monthly.

Consumer loans may entail greater risk than residential mortgage loans, particularly in the case of consumer loans which are unsecured, such as lines of credit, or secured by rapidly depreciable assets such as automobiles.  In such cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation.  The remaining deficiency often does not warrant further substantial collection efforts against the borrower.  In addition, consumer loan collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy.  Furthermore, the application of various federal and state laws, including federal and state bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans.  Such loans may also give rise to claims and


defenses by a consumer borrower against an assignee of collateral securing the loan such as Middleburg Bank, and a borrower may be able to assert against such assignee claims and defenses which it has against the seller of the underlying collateral.  Consumer loan delinquencies often increase over time as the loans age.

The underwriting standards employed by Middleburg Bank for consumer loans include a determination of the applicant’s payment history on other debts and an assessment of ability to meet existing obligations and payments on the proposed loan.  The stability of the applicant’s monthly income may be determined by verification of gross monthly income from primary employment, and additionally from any verifiable secondary income.  Although creditworthiness of the applicant is of primary consideration, the underwriting process also includes an analysis of the value of the security in relation to the proposed loan amount.

Supervision and Regulation

General

As a bank holding company, the Company is subject to regulation under the Bank Holding Company Act of 1956, as amended, and the examination and reporting requirements of the Board of Governors of the Federal Reserve System.  As a state-chartered commercial bank, Middleburg Bank is subject to regulation, supervision and examination by the Virginia State Corporation Commission’s Bureau of Financial Institutions.  It is also subject to regulation, supervision and examination by the Federal Reserve Board.  Other federal and state laws, including various consumer and compliance laws, govern the activities of Middleburg Bank, the investments that it makes and the aggregate amount of loans that it may grant to one borrower.

The following description summarizes the significant federal and state laws applicable to the Company and its subsidiaries.  To the extent that statutory or regulatory provisions are described, the description is qualified in its entirety by reference to that particular statutory or regulatory provision.

The Bank Holding Company Act

Under the Bank Holding Company Act, the Company is subject to periodic examination by the Federal Reserve and required to file periodic reports regarding its operations and any additional information that the Federal Reserve may require.  Activities at the bank holding company level are limited to:

 
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banking, managing or controlling banks;
 
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furnishing services to or performing services for its subsidiaries; and
 
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engaging in other activities that the Federal Reserve has determined by regulation or order to be so closely related to banking as to be a proper incident to these activities.

Some of the activities that the Federal Reserve Board has determined by regulation to be proper incidents to the business of a bank holding company include making or servicing loans and specific types of leases, performing specific data processing services and acting in some circumstances as a fiduciary, investment, or financial adviser.

With some limited exceptions, the Bank Holding Company Act requires every bank holding company to obtain the prior approval of the Federal Reserve before:

 
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acquiring substantially all the assets of any bank;
 
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acquiring direct or indirect ownership or control of any voting shares of any bank if after such acquisition it would own or control more than 5% of the voting shares of such bank (unless it already owns or controls the majority of such shares); or
 
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merging or consolidating with another bank holding company.

In addition, and subject to some exceptions, the Bank Holding Company Act and the Change in Bank Control Act, together with their regulations, require Federal Reserve approval prior to any person or company acquiring 25% or more of any class of voting securities of a bank or bank holding company.  Prior notice to the Federal Reserve is required if  a person acquires 10% or more, but less than 25%, of any class of voting securities of a bank of bank holding company and either the institution has registered securities under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) or no other person owns a greater percentage of that class of voting securities immediately after the transaction.

In November 1999, Congress enacted the Gramm-Leach-Bliley Act (the “GLBA”), which made substantial revisions to the statutory restrictions separating banking activities from other financial activities.  Under the GLBA, bank holding companies that are well-capitalized and well-managed and meet other conditions can elect to become “financial holding companies.”  As financial holding companies, they and their subsidiaries are permitted to acquire or engage in previously impermissible


activities such as insurance underwriting, securities underwriting and distribution, travel agency activities, insurance agency activities, merchant banking and other activities that the Federal Reserve determines to be financial in nature or complementary to these activities.  Financial holding companies continue to be subject to the overall oversight and supervision of the Federal Reserve, but the GLBA applies the concept of functional regulation to the activities conducted by subsidiaries.  For example, insurance activities would be subject to supervision and regulation by state insurance authorities.  Although the Company has not elected to become a financial holding company in order to exercise the broader activity powers provided by the GLBA, the Company may elect do so in the future.

Payment of Dividends

The Company is a legal entity separate and distinct from its banking and non-banking subsidiaries.  The majority of the Company’s revenues are from dividends paid to the Company by its subsidiaries.  Middleburg Bank is subject to laws and regulations that limit the amount of dividends it can pay.  In addition, both the Company and Middleburg Bank are subject to various regulatory restrictions relating to the payment of dividends, including requirements to maintain capital at or above regulatory minimums.  Banking regulators have indicated that banking organizations should generally pay dividends only if the organization’s net income available to common shareholders is sufficient to fully fund the dividends and the prospective rate of earnings retention appears consistent with the organization’s capital needs, asset quality and overall financial condition.  The Company does not expect that any of these laws, regulations or policies will materially affect the ability of Middleburg Bank to pay dividends.  During the year ended December 31, 2012, Middleburg Bank and Middleburg Investment Group paid $1.7 million and $200,000 respectively in dividends to the Company.

The FDIC has the general authority to limit the dividends paid by insured banks if the payment is deemed an unsafe and unsound practice.  The FDIC has indicated that paying dividends that deplete a bank’s capital base to an inadequate level would be an unsound and unsafe banking practice.
 
Insurance of Accounts, Assessments and Regulation by the FDIC

The deposits of Middleburg Bank are insured by the FDIC up to the limits set forth under applicable law.  The deposits of Middleburg Bank are subject to the deposit insurance assessments of the Deposit Insurance Fund (“DIF”) of the FDIC.

The FDIC has implemented a risk-based deposit insurance assessment system under which the assessment rate for an insured institution may vary according to regulatory capital levels of the institution and other factors, including supervisory evaluations.  In addition to being influenced by the risk profile of the particular depository institution, FDIC premiums are also influenced by the size of the FDIC insurance fund in relation to total deposits in FDIC insured banks.  Beginning April 1, 2011, an institution’s assessment base became consolidated total assets less its average tangible equity as defined by the FDIC.  The FDIC has authority to impose special assessments from time to time.

The maximum deposit insurance amount per depositor has been increased from $100,000 to $250,000.  Also, all funds in a non-interest-bearing transaction account were temporarily insured in full by the FDIC through December 31, 2012 under the Temporary Account Guarantee  program ("TAG").  

The FDIC is authorized to prohibit any DIF-insured institution from engaging in any activity that the FDIC determines by regulation or order to pose a serious threat to the respective insurance fund.  Also, the FDIC may initiate enforcement actions against banks, after first giving the institution’s primary regulatory authority an opportunity to take such action.  The FDIC may terminate the deposit insurance of any depository institution if it determines, after a hearing, that the institution has engaged or is engaging in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, order or any condition imposed in writing by the FDIC.  It also may suspend deposit insurance temporarily during the hearing process for the permanent termination of insurance, if the institution has no tangible capital.  If deposit insurance is terminated, the deposits at the institution at the time of termination, less subsequent withdrawals, shall continue to be insured for a period from six months to two years, as determined by the FDIC.  The Company is not aware of any existing circumstances that could result in termination of any of Middleburg Bank’s deposit insurance.

Capital Requirements

The Federal Reserve Board has issued risk-based and leverage capital guidelines applicable to banking organizations that it supervises.  Under the risk-based capital requirements, the Company and Middleburg Bank are each generally required to maintain a minimum ratio of total risk-based capital to risk-weighted assets (including certain off-balance sheet activities, such as standby letters of credit) of 8%.  At least half of the total risk-based capital must be composed of “Tier 1 Capital,” which is defined as common equity, retained earnings and qualifying perpetual preferred stock, less certain intangibles and ineligible deferred tax assets.  The remainder may consist of “Tier 2 Capital,” which is defined as specific subordinated debt, some hybrid capital instruments and other qualifying preferred stock and a limited amount of the loan loss allowance.  In addition, each of


the federal banking regulatory agencies has established minimum leverage capital requirements for banking organizations.  Under these requirements, banking organizations must maintain a minimum ratio of Tier 1 capital to adjusted average quarterly assets equal to 4%, subject to federal bank regulatory evaluation of an organization’s overall safety and soundness.  In sum, the capital measures used by the federal banking regulators are:

•      the Total Capital ratio, which includes Tier 1 Capital and Tier 2 Capital;

•      the Tier 1 Capital ratio; and

•      the leverage ratio.

Under these regulations, a bank will be:

•      “well capitalized” if it has a Total Capital ratio of 10% or greater, a Tier 1 Capital ratio of 6% or greater, and a leverage ratio of 5% or greater and is not subject to any written agreement, order, capital directive, or prompt corrective action directive by a federal bank regulatory agency to meet and maintain a specific capital level for any capital measure;

•      “adequately capitalized” if it has a Total Capital ratio of 8% or greater, a Tier 1 Capital ratio of 4% or greater, and a leverage ratio of 4% or greater – or 3% in certain circumstances – and is not well capitalized;

•      “undercapitalized” if it has a Total Capital ratio of less than 8%, a Tier 1 Capital ratio of less than 4% - or 3% in certain circumstances;

•      “significantly undercapitalized” if it has a Total Capital ratio of less than 6%, a Tier 1 Capital ratio of less than 3%, or a leverage ratio of less than 3%; or

•      “critically undercapitalized” if its tangible equity is equal to or less than 2% of average quarterly tangible assets.

The risk-based capital standards of the Federal Reserve Board explicitly identify concentrations of credit risk and the risk arising from non-traditional activities, as well as an institution’s ability to manage these risks, as important factors to be taken into account by the agency in assessing an institution’s overall capital adequacy.  The capital guidelines also provide that an institution’s exposure to a decline in the economic value of its capital due to changes in interest rates be considered by the agency as a factor in evaluating a banking organization’s capital adequacy.

The FDIC may take various corrective actions against any undercapitalized bank and any bank that fails to submit an acceptable capital restoration plan or fails to implement a plan accepted by the FDIC.  These powers include, but are not limited to, requiring the institution to be recapitalized, prohibiting asset growth, restricting interest rates paid, requiring prior approval of capital distributions by any bank holding company that controls the institution, requiring divestiture by the institution of its subsidiaries or by the holding company of the institution itself, requiring new election of directors, and requiring the dismissal of directors and officers.  The Company and Middleburg Bank presently maintain sufficient capital to remain in compliance with these capital requirements.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) contains a number of provisions dealing with capital adequacy of insured depository institutions and their holding companies, which may result in more stringent capital  requirements.  Under the Collins Amendment to the Dodd-Frank Act, federal regulators have been directed to establish minimum leverage and risk-based capital requirements for, among other entities, banks and bank holding companies on a consolidated basis.  These minimum requirements cannot be less than the generally applicable leverage and risk-based capital requirements established for insured depository institutions nor quantitatively lower than the leverage and risk-based capital requirements established for insured depository institutions that were in effect as of July 21, 2010.  These requirements in effect create capital level floors for bank holding companies similar to those in place currently for insured depository institutions.  The Collins Amendment also excludes trust preferred securities issued after May 19, 2010 from being included in Tier 1 capital unless the issuing company is a bank holding company with less than $500 million in total assets.  Trust preferred securities issued prior to that date will continue to count as Tier 1 capital for bank holding companies with less than $15 billion in total assets, and such securities will be phased out of Tier 1 capital treatment for bank holding companies with over $15 billion in total assets over a three-year period beginning in 2013.  Accordingly, our trust preferred securities will continue to qualify as Tier 1 capital.

Other Safety and Soundness Regulations

There are a number of obligations and restrictions imposed on bank holding companies and their depository institution subsidiaries by federal law and regulatory policy that are designed to reduce potential loss exposure to the depositors of such


depository institutions and to the FDIC insurance funds in the event that the depository institution is insolvent or is in danger of becoming insolvent.  For example, under the requirements of the Federal Reserve Board with respect to bank holding company operations, a bank holding company is required to serve as a source of financial strength to its subsidiary depository institutions and to commit resources to support such institutions in circumstances where it might not do so otherwise.  In addition, the “cross-guarantee” provisions of federal law require insured depository institutions under common control to reimburse the FDIC for any loss suffered or reasonably anticipated by the FDIC as a result of the insolvency of commonly controlled insured depository institutions or for any assistance provided by the FDIC to commonly controlled insured depository institutions in danger of failure.  The FDIC may decline to enforce the cross-guarantee provision if it determines that a waiver is in the best interests of the deposit insurance funds.  The FDIC’s claim for reimbursement under the cross guarantee provisions is superior to claims of shareholders of the insured depository institution or its holding company but is subordinate to claims of depositors, secured creditors and nonaffiliated holders of subordinated debt of the commonly controlled insured depository institutions.

Monetary Policy

The commercial banking business is affected not only by general economic conditions but also by the monetary policies of the Federal Reserve Board.  The instruments of monetary policy employed by the Federal Reserve Board include open market operations in United States government securities, changes in the discount rate on member bank borrowing and changes in reserve requirements against deposits held by all federally insured banks.  The Federal Reserve Board’s monetary policies have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future.  In view of changing conditions in the national and international economy and in the money markets, as well as the effect of actions by monetary fiscal authorities, including the Federal Reserve Board, no prediction can be made as to possible future changes in interest rates, deposit levels, loan demand of Middleburg Bank or the business and earnings of the Company.

Federal Reserve System
 
In 1980, Congress enacted legislation that imposed reserve requirements on all depository institutions that maintain transaction accounts or non-personal time deposits.  NOW accounts, money market deposit accounts and other types of accounts that permit payments or transfers to third parties fall within the definition of transaction accounts and are subject to these reserve requirements, as are any non-personal time deposits at an institution.  For net transaction accounts in 2013, the first $12.4 million will be exempt from reserve requirements.  A three percent reserve ratio will be assessed on net transaction accounts over $12.4 million up to and including $67.1 million, compared to over $11.5 million up to and including $59.5 million in 2012.  A ten percent reserve ratio will be applied above $67.1 million in 2013, compared to above $59.5 million in 2012.  These percentages are subject to adjustment by the Federal Reserve Board.  Because required reserves must be maintained in the form of vault cash or in a non-interest-bearing account at, or on behalf of, a Federal Reserve Bank, the effect of the reserve requirement is to reduce the amount of the institution’s interest-earning assets.

Transactions with Affiliates

Transactions between banks and their affiliates are governed by Sections 23A and 23B of the Federal Reserve Act.  An affiliate of a bank is any bank or entity that controls, is controlled by or is under common control with such bank.  Generally, Sections 23A and 23B:

 
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limit the extent to which a bank or its subsidiaries may engage in “covered transactions” with any one affiliate to an amount equal to 10% of such institution’s capital stock and surplus, and maintain an aggregate limit on all such transactions with affiliates to an amount equal to 20% of such capital stock and surplus; and
 
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require that all such transactions be on terms substantially the same, or at least as favorable, to the association or subsidiary as those provided to a non-affiliate.

The term “covered transaction” includes the making of loans, purchase of assets, issuance of a guarantee and similar other types of transactions.

Transactions with Insiders

The Federal Reserve Act and related regulations impose specific restrictions on loans to directors, executive officers and principal shareholders of banks.  Under Section 22(h) of the Federal Reserve Act, loans to a director, an executive officer and to a principal shareholder of a bank, and some affiliated entities of any of the foregoing, may not exceed, together with all other outstanding loans to such person and affiliated entities, the bank’s loan-to-one borrower limit.  Loans in the aggregate to insiders and their related interests as a class may not exceed two times the bank’s unimpaired capital and unimpaired surplus until the bank’s total assets equal or exceed $100,000,000, at which time the aggregate is limited to the bank’s unimpaired capital and unimpaired surplus.  Section 22(h) also prohibits loans, above amounts prescribed by the appropriate federal banking agency, to directors, executive officers and principal shareholders of a bank or bank holding company, and their


respective affiliates, unless such loan is approved in advance by a majority of the board of directors of the bank with any “interested” director not participating in the voting.  The FDIC has prescribed the loan amount, which includes all other outstanding loans to such person, as to which such prior board of director approval is required, as being the greater of $25,000 or 5% of capital and surplus (up to $500,000).  Section 22(h) requires that loans to directors, executive officers and principal shareholders be made on terms and underwriting standards substantially the same as offered in comparable transactions to other persons.

The Dodd-Frank Act also provides that banks may not “purchase an asset from, or sell an asset to” a bank insider (or their related interests) unless (i) the transaction is conducted on market terms between the parties, and (ii) if the proposed transaction represents more than 10 percent of the capital stock and surplus of the bank, it has been approved in advance by a majority of the bank’s non-interested directors.

Community Reinvestment Act

Under the Community Reinvestment Act and related regulations, depository institutions have an affirmative obligation to assist in meeting the credit needs of their market areas, including low and moderate-income areas, consistent with safe and sound banking practices.  The Community Reinvestment Act requires the adoption by each institution of a Community Reinvestment Act statement for each of its market areas describing the depository institution’s efforts to assist in its community’s credit needs.  Depository institutions are periodically examined for compliance with the Community Reinvestment Act and are periodically assigned ratings in this regard.  Banking regulators consider a depository institution’s Community Reinvestment Act rating when reviewing applications to establish new branches, undertake new lines of business, and/or acquire part or all of another depository institution.  An unsatisfactory rating can significantly delay or even prohibit regulatory approval of a proposed transaction by a bank holding company or its depository institution subsidiaries.

The Gramm-Leach-Bliley Act and federal bank regulators have made various changes to the Community Reinvestment Act.  Among other changes, Community Reinvestment Act agreements with private parties must be disclosed and annual reports must be made to a bank’s primary federal regulator.  A bank holding company will not be permitted to become a financial holding company and no new activities authorized under the GLBA may be commenced by a holding company or by a bank financial subsidiary if any of its bank subsidiaries received less than a “satisfactory” rating in its latest Community Reinvestment Act examination.

Fair Lending; Consumer Laws

In addition to the Community Reinvestment Act, other federal and state laws regulate various lending and consumer aspects of the banking business.  Governmental agencies, including the Department of Housing and Urban Development, the Federal Trade Commission and the Department of Justice, have become concerned that prospective borrowers experience discrimination in their efforts to obtain loans from depository and other lending institutions.  These agencies have brought litigation against depository institutions alleging discrimination against borrowers.  Many of these suits have been settled, in some cases for material sums, short of a full trial.

These governmental agencies have clarified what they consider to be lending discrimination and have specified various factors that they will use to determine the existence of lending discrimination under the Equal Credit Opportunity Act and the Fair Housing Act, including evidence that a lender discriminated on a prohibited basis, evidence that a lender treated applicants differently based on prohibited factors in the absence of evidence that the treatment was the result of prejudice or a conscious intention to discriminate, and evidence that a lender applied an otherwise neutral non-discriminatory policy uniformly to all applicants, but the practice had a discriminatory effect, unless the practice could be justified as a business necessity.

Banks and other depository institutions also are subject to numerous consumer-oriented laws and regulations.  These laws, which include the Truth in Lending Act, the Truth in Savings Act, the Real Estate Settlement Procedures Act, the Electronic Funds Transfer Act, the Equal Credit Opportunity Act, and the Fair Housing Act, require compliance by depository institutions with various disclosure requirements and requirements regulating the availability of funds after deposit or the making of some loans to customers.

Gramm-Leach-Bliley Act of 1999

The GLBA covers a broad range of issues, including a repeal of most of the restrictions on affiliations among depository institutions, securities firms and insurance companies.  The following description summarizes some of its significant provisions.

The GLBA permits unrestricted affiliations between banks and securities firms.  It also permits bank holding companies to elect to become financial holding companies.  A financial holding company may engage in or acquire companies that engage in


a broad range of financial services, including securities activities such as underwriting, dealing, investment, merchant banking, insurance underwriting, sales and brokerage activities.  In order to become a financial holding company, a bank holding company and all of its affiliated depository institutions must be well-capitalized, well-managed and have at least a satisfactory Community Reinvestment Act rating.

The GLBA provides that the states continue to have the authority to regulate insurance activities, but prohibits the states in most instances from preventing or significantly interfering with the ability of a bank, directly or through an affiliate, to engage in insurance sales, solicitations or cross-marketing activities.  Although the states generally must regulate bank insurance activities in a nondiscriminatory manner, the states may continue to adopt and enforce rules that specifically regulate bank insurance activities in specific areas identified under the law.  Under the new law, the federal bank regulatory agencies adopted insurance consumer protection regulations that apply to sales practices, solicitations, advertising and disclosures.

The GLBA adopts a system of functional regulation under which the Federal Reserve Board is designated as the umbrella regulator for financial holding companies, but financial holding company affiliates are principally regulated by functional regulators such as the FDIC for state nonmember bank affiliates, the SEC for securities affiliates, and state insurance regulators for insurance affiliates.  It repeals the broad exemption of banks from the definitions of “broker” and “dealer” for purposes of the Exchange Act, as amended.  It also identifies a set of specific activities, including traditional bank trust and fiduciary activities, in which a bank may engage without being deemed a “broker,” and a set of activities in which a bank may engage without being deemed a “dealer.”  Additionally, the new law makes conforming changes in the definitions of “broker” and “dealer” for purposes of the Investment Company Act of 1940, as amended, and the Investment Advisers Act of 1940, as amended.

The GLBA contains extensive customer privacy protection provisions.  Under these provisions, a financial institution must provide to its customers, both at the inception of the customer relationship and on an annual basis, the institution’s policies and procedures regarding the handling of customers’ nonpublic personal financial information.  The law provides that, except for specific limited exceptions, an institution may not provide such personal information to unaffiliated third parties unless the institution discloses to the customer that such information may be so provided and the customer is given the opportunity to opt out of such disclosure.  An institution may not disclose to a non-affiliated third party, other than to a consumer reporting agency, customer account numbers or other similar account identifiers for marketing purposes.  The GLBA also provides that the states may adopt customer privacy protections that are stricter than those contained in the act.

Bank Secrecy Act

Under the Bank Secrecy Act, a financial institution is required to have systems in place to detect certain transactions, based on the size and nature of the transaction.  Financial institutions are generally required to report cash transactions involving more than $10,000 to the United States Treasury.  In addition, financial institutions are required to file suspicious activity reports for transactions that involve more than $5,000 and which the financial institution knows, suspects or has reason to suspect, involves illegal funds, is designed to evade the requirements of the BSA or has no lawful purpose.  The USA PATRIOT Act of 2001, enacted in response to the September 11, 2001 terrorist attacks, requires bank regulators to consider a financial institution’s compliance with the BSA when reviewing applications from a financial institution.  As part of its BSA program, the USA PATRIOT Act also requires a financial institution to follow customer identification procedures when opening accounts for new customers and to review lists of individuals who and entities which are prohibited from opening accounts at financial institutions.

Dodd-Frank Act

In July 2010, the Dodd-Frank Act was signed into law, incorporating numerous financial institution regulatory reforms.  Many of these reforms will continue to be implemented over the coming years and beyond through regulations to be adopted by various federal banking and securities regulatory agencies.  The Dodd-Frank Act implements far-reaching reforms of major elements of the financial landscape, particularly for larger financial institutions.  Many of its provisions do not directly impact community-based institutions like the Bank.  For instance, provisions that regulate derivative transactions and limit derivatives trading activity of federally-insured institutions, enhance supervision of “systemically significant” institutions, impose new regulatory authority over hedge funds, limit proprietary trading by banks, and phase-out the eligibility of trust preferred securities for Tier 1 capital are among the provisions that do not directly impact the Bank either because of exemptions for institutions below a certain asset size or because of the nature of  the Bank’s operations.  Provisions that could impact the Bank include the following:

 
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FDIC Assessments. The Dodd-Frank Act changes the assessment base for federal deposit insurance from the amount of insured deposits to average consolidated total assets less its average tangible equity.  In addition, it increases the minimum size of the Deposit Insurance Fund (“DIF”) and eliminates its ceiling, with the burden of the increase in the minimum size on institutions with more than $10 billion in assets.


 
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Deposit Insurance.  The Dodd-Frank Act makes permanent the $250,000 limit for federal deposit insurance and  provided unlimited federal deposit insurance until December 31, 2012 for non-interest-bearing demand transaction accounts.
 
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Interest on Demand Deposits.  The Dodd- Frank Act also provides that, effective one year after the date of enactment, depository institutions may pay interest on demand deposits, including business transaction and other accounts.
 
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Interchange Fees.  The Dodd-Frank Act requires the Federal Reserve to set a cap on debit card interchange fees charged to retailers.  The Federal Reserve implemented these regulations in 2011.  While banks with less than $10 billion in assets, such as the Bank, are exempted from this measure, it is likely that all banks could be forced by market pressures to lower their interchange fees or face potential rejection of their cards by retailers.
 
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Consumer Financial Protection Bureau.  The Dodd-Frank Act centralizes responsibility for consumer financial protection by creating a new agency, the Consumer Financial Protection Bureau, responsible for implementing federal consumer protection laws, although banks below $10 billion in assets will continue to be examined and supervised for compliance with these laws by their federal bank regulator.
 
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Mortgage Lending.  New requirements are imposed on mortgage lending, including new minimum underwriting standards, prohibitions on certain yield-spread compensation to mortgage originators, special consumer protections for mortgage loans that do not meet certain provision qualifications, prohibitions and limitations on certain mortgage terms and various new mandated disclosures to mortgage borrowers.
 
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Holding Company Capital Levels.  Bank regulators are required to establish minimum capital levels for holding companies that are at least as stringent as those currently applicable to banks.  In addition, all trust preferred securities issued after May 19, 2010 will be counted as Tier 2 capital, but the Company’s currently outstanding trust preferred securities will continue to qualify as Tier 1 capital.
 
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De Novo Interstate Branching.  National and state banks are permitted to establish de novo interstate branches outside of their home state, and bank holding companies and banks must be well-capitalized and well managed in order to acquire banks located outside their home state.
 
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Transactions with Affiliates. The Dodd-Frank Act enhances the requirements for certain transactions with affiliates under Section 23A and 23B of the Federal Reserve Act, including an expansion of the definition of “covered transactions” and increasing the amount of time for which collateral requirements regarding covered transactions must be maintained.
 
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Transactions with Insiders. Insider transaction limitations are expanded through the strengthening of loan restrictions to insiders and the expansion of the types of transactions subject to the various limits, including derivative transactions, repurchase agreements, reverse repurchase agreements and securities lending or borrowing transactions. Restrictions are also placed on certain asset sales to and from an insider to an institution, including requirements that such sales be on market terms and, in certain circumstances, approved by the institution’s board of directors.
 
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Corporate Governance.  The Dodd-Frank Act includes corporate governance revisions that apply to all public companies, not just financial institutions, including with regard to executive compensation and proxy access to shareholders.
 
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Consumer Financial Protection Bureau. The Dodd-Frank Act created a new, independent federal agency, the Consumer Financial Protection Bureau (“CFPB”) having broad rulemaking, supervisory and enforcement powers under various federal consumer financial protection laws, including the Equal Credit Opportunity Act, Truth in Lending Act, Real Estate Settlement Procedures Act, Fair Credit Reporting Act, Fair Debt Collection Act, the Consumer Financial Privacy provisions of the Gramm-Leach-Bliley Act and certain other statutes. The CFPB has examination and primary enforcement authority with respect to depository institutions with $10 billion or more in assets. Smaller institutions, including the Bank, are subject to rules promulgated by the CFPB but continue to be examined and supervised by federal banking regulators for consumer compliance purposes. The CFPB has authority to prevent unfair, deceptive or abusive practices in connection with the offering of consumer financial products. The Dodd-Frank Act authorizes the CFPB to establish certain minimum standards for the origination of residential mortgages including a determination of the borrower's ability to repay. In addition, Dodd-Frank will allow borrowers to raise certain defenses to foreclosure if they receive any loan other than a “qualified mortgage” as defined by the CFPB. The Dodd-Frank Act permits states to adopt consumer protection laws and standards that are more stringent than those adopted at the federal level and, in certain circumstances, permits state attorneys general to enforce compliance with both the state and federal laws and regulations.
 
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Derivative transactions.  The Dodd-Frank Act and regulations that have been implemented thereunder also may limit or place significant burdens and compliance and other costs on arranging and participating in certain types of swap and derivate transactions, including requirements for central clearing, exchange trading and transaction reporting for swaps and derivate transactions and new margin requirements for uncleared swaps.

Many aspects of the Dodd-Frank Act are subject to rulemaking and will take effect over several years, and their impact on the Company or the financial industry is difficult to predict before such regulations are adopted.
 

Basel III Proposed Capital Rules

In June 2012, the Federal Reserve, the FDIC and the OCC jointly issued proposed rules that would revise the risk-based and leverage capital requirements and the method for calculating risk-weighted assets to be consistent with the agreements reached by the Basel Committee on Banking Supervision in “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems” (“Basel III”) and certain provisions of the Dodd-Frank Act. The proposed rules would apply to all depository institutions, top-tier bank holding companies with total consolidated assets of $500 million or more, and top-tier savings and loan holding companies (“banking organizations”).

Among other things, the proposed rules establish a new common equity tier 1 (“CET1”) minimum capital requirement, introduce a “capital conservation buffer” and raise minimum risk-based capital requirements.  Basel III establishes the CET1 to risk-weighted assets to 4.5%, and a capital conservation buffer of an additional 2.5%, raising the target CET1 to risk-weighted assets ratio to 7%.  It requires banks to maintain a minimum ratio of Tier 1 capital to risk weighted assets of at least 6.0%, plus the capital conservation buffer effectively resulting in Tier 1 capital ratio of 8.5%.  Basel III increases the minimum total capital ratio to 8.0% plus the capital conservation buffer, increasing the minimum total capital ratio to 10.5%.  Institutions that do not maintain the required capital buffer would be subject to progressively more stringent limitations on the percentage of earnings that can be paid out in dividends or used for stock repurchases and on the payment of discretionary bonuses to senior executive management.  Basel III also introduces a non-risk adjusted tier 1 leverage ratio of 3%, based on a measure of total exposure rather than total assets, and new liquidity standards.  Additionally, the U.S. implementation of Basel III contemplates that, for banking organizations with less than $15 billion in assets, the ability to treat trust preferred securities as tier 1 capital would be phased out over a ten-year period.

The proposed rules also introduce new methodologies for determining risk-weighted assets, including higher risk weightings (150%) to exposures that are more than 90 days past due or are on nonaccrual status and certain commercial real estate facilities that finance the acquisition, development or construction of real property.  The proposed rules also require unrealized gains and losses on certain securities holdings to be included for purposes of calculating regulatory capital requirements. The proposed rules indicate that the final rule would become effective on January 1, 2013, and the changes set forth in the final rules will be phased in from January 1, 2013 through January 1, 2019.  However, the regulatory agencies have recently indicated that, due to the volume of public comments received, the final rule would not be in effect on January 1, 2013 and implementation has been delayed indefinitely.

Future Regulatory Uncertainty

Because federal regulation of financial institutions changes regularly and is the subject of constant legislative debate, the Company cannot forecast how federal regulation of financial institutions may change in the future and impact its operations.  Although Congress in recent years has sought to reduce the regulatory burden on financial institutions with respect to the approval of specific transactions, the Company fully expects that the financial institution industry will remain heavily regulated in the near future and that additional laws or regulations may be adopted further regulating specific banking practices.

Middleburg Trust Company

Middleburg Trust Company operates as a trust subsidiary of Middleburg Investment Group, which is a subsidiary of the Company.  It is subject to supervision and regulation by the Virginia State Corporation Commission’s Bureau of Financial Institutions and the Federal Reserve Board.

State and federal regulators have substantial discretion and latitude in the exercise of their supervisory and regulatory authority over Middleburg Trust Company, including the statutory authority to promulgate regulations affecting the conduct of business and the operations of Middleburg Trust Company.  They also have the ability to exercise substantial remedial powers with respect to Middleburg Trust Company in the event that it determines that Middleburg Trust Company is not in compliance with applicable laws, orders or regulations governing its operations, is operating in an unsafe or unsound manner, or is engaging in any irregular practices.

RISK FACTORS

The Company is subject to various risks, including the risks described below.  The Company’s (“We” or “Our”) operations, financial condition and performance and, therefore, the market value of our securities  could be materially adversely affected by any of these risks or additional risks not presently known or that we currently deem immaterial.



We may not be able to successfully manage our growth or implement our growth strategies, which may adversely affect our results of operations and financial condition.

A key aspect of our business strategy is our continued growth and expansion.  Our ability to continue to grow depends, in part, upon our ability to:

 
•
open new financial service centers;
 
•
attract deposits to those locations; and
 
•
identify attractive loan and investment opportunities.

We may not be able to successfully implement our growth strategy if we are unable to identify attractive markets, locations or opportunities to expand in the future.  Our ability to manage our growth successfully also will depend on whether we can maintain capital levels adequate to support our growth, maintain cost controls and asset quality and successfully integrate any new financial service centers into our organization.

As we continue to implement our growth strategy by opening new financial service centers, we expect to incur construction costs and increased personnel, occupancy and other operating expenses.  We generally must absorb those higher expenses while we begin to generate new deposits, and there is a further time lag involved in redeploying new deposits into attractively priced loans and other higher yielding earning assets.  Thus, our plans to grow could depress our earnings in the short run, even if we efficiently execute this growth.

Our future success is dependent on our ability to compete effectively in the highly competitive banking industry.

Our banking subsidiary faces vigorous competition from banks and other financial institutions, including savings and loan associations, savings banks, finance companies and credit unions for deposits, loans and other financial services in our market area.  A number of these banks and other financial institutions are significantly larger than we are and have substantially greater access to capital and other resources, as well as larger lending limits and branch systems, and offer a wider array of banking services.  Our non-banking subsidiary faces competition from money managers and investment brokerage firms.

To a limited extent, our banking subsidiary also competes with other providers of financial services, such as money market mutual funds, brokerage firms, consumer finance companies, insurance companies and governmental organizations which may offer more favorable financing than we can.  Many of our non-bank competitors are not subject to the same extensive regulations that govern us.  As a result, these non-bank competitors have advantages over us in providing certain services.  This competition may reduce or limit our margins and our market share and may adversely affect our results of operations and financial condition.

We may incur losses if we are unable to successfully manage interest rate risk.

Our profitability will depend in substantial part upon the spread between the interest rates earned on investments and loans and interest rates paid on deposits and other interest-bearing liabilities.  Changes in interest rates will affect our operating performance and financial condition in diverse ways including the pricing of securities, loans and deposits, the volume of loan originations in our mortgage banking business and the value we can recognize on the sale of mortgage and home equity loans in the secondary market.  We attempt to minimize our exposure to interest rate risk, but we will be unable to eliminate it.  Based on our asset/liability position at December 31, 2012, a rise in interest rates would increase our net interest income slightly in the short term.  Our net interest spread will depend on many factors that are partly or entirely outside our control, including competition, federal economic, monetary and fiscal policies, and economic conditions generally.

For mortgage banking activities, we manage the majority of our interest rate risk by locking in the interest rate for each mortgage loan with our correspondents (investors) and borrowers at the same time, which is a “best efforts” delivery process. In 2012, we changed the delivery process on a small portion of our mortgage loans to incorporate a “mandatory delivery” process. Under  mandatory delivery the interest rate risk associated with a rate lock on a mortgage loan shifts from the investor back to the Company. We will hedge the portion of the mortgage loans that are committed to mandatory delivery.  However, to the extent we adopt the mandatory delivery process and interest rates are volatile, the Company's interest income could be adversely impacted if  the interest rate hedges do not function as expected. In 2013, we will continue to hedge the mortgage loans that are committed to mandatory delivery.

Our concentration in loans secured by real estate may increase our credit losses, which would negatively affect our financial results.
 
We offer a variety of secured loans, including commercial lines of credit, commercial term loans, real estate, construction, home equity, consumer and other loans.  Many of our loans are secured by real estate (both residential and commercial) in our market area.  At December 31, 2012, approximately 35.9% and 36.7% of our $709.5 million total loan portfolio were secured by commercial and residential real estate, respectively.  A major change in the real estate market, such as deterioration in the value of this collateral, or in the local or national economy, could adversely affect our clients’ ability to pay these loans, which in turn could negatively impact us.  While we are in one of the fastest growing real estate markets in the United States, risk of loan defaults and foreclosures are unavoidable in the banking industry, and we try to limit our exposure to this risk by monitoring our extensions of credit carefully.  We cannot fully eliminate credit risk, and as a result credit losses may occur in the future.

 
We may be adversely affected by further deterioration of economic conditions in our market area.

Our banking operations are located primarily in the Virginia counties of Loudoun, Fairfax, Fauquier and Prince William and also in the Town of Williamsburg and the City of Richmond.  Because our lending is concentrated in this market, we will be affected by the general economic conditions in the greater Washington, D.C. metropolitan area.  Changes in the economy may influence the growth rate of our loans and deposits, the quality of the loan portfolio and loan and deposit pricing.  A further decline in general economic conditions caused by inflation, recession, unemployment or other factors beyond our control would impact the demand for banking products and services generally, which could negatively affect our financial condition and performance.

A loss of our senior officers could impair our relationship with our customers and adversely affect our business.

Many community banks attract customers based on the personal relationships that the banks’ officers and customers establish with each other and the confidence that the customers have in the officers.  We depend on the performance of our senior officers.  These officers have many years of experience in the banking industry and have numerous contacts in our market area.  The loss of the services of any of our senior officers, or the failure of any of them to perform management functions in the manner anticipated by our board of directors, could have a material adverse effect on our business.  Our success will be dependent upon the board’s ability to attract and retain quality personnel, including these individuals.  We do not carry key man life insurance on our senior officers.

If we need additional capital in the future to continue our growth, we may not be able to obtain it on terms that are favorable. This could negatively affect our performance and the value of our common stock.

Our business strategy calls for continued growth.  We anticipate that we will be able to support this growth through the generation of additional deposits at new branch locations as well as investment opportunities.  However, we may need to raise additional capital in the future to support our continued growth and to maintain our capital levels.  Our ability to raise capital through the sale of additional securities will depend primarily upon our financial condition and the condition of financial markets at that time.  We may not be able to obtain additional capital in the amounts or on terms satisfactory to us. Our growth may be constrained if we are unable to raise additional capital as needed.

We may be subject to more stringent capital requirements, which could adversely affect our results of operations and future growth.

In June 2012, federal regulators issued proposed rules that would revise their risk-based and leverage capital requirements and their method for calculating risk-weighted assets to implement the Basel III regulatory capital reforms and changes required by the Dodd-Frank Act.  Many of these proposals could be applicable to us when adopted and effective, and if adopted in their current proposed form will add and change the definitions of “capital” for regulatory purposes, the types and minimum levels of capital required under the prompt corrective action rules and for other regulatory purposes, and the right-weighting of various assets.  The regulators have indefinitely delayed the start date for the Basel III capital rules.  If implemented in their current form, however, these proposals could impact our capital treatment and the amount of capital required to support our business, especially on a risk-weighted basis. These increased capital requirements could adversely affect our results of operations and future growth opportunities.
 
Our profitability and the value of your investment may suffer because of rapid and unpredictable changes in the highly regulated environment in which we operate.

We are subject to extensive supervision by several governmental regulatory agencies at the federal and state levels.  Recently enacted, proposed and future banking legislation and regulations have had, and will continue to have, or may have a significant impact on the financial services industry.  These regulations, which are intended to protect depositors and not our shareholders, and the interpretation and application of them by federal and state regulators, are beyond our control, may change rapidly and unpredictably and can be expected to influence our earnings and growth.  Our success depends on our continued ability to maintain compliance with these regulations.  Some of these regulations may increase our costs and thus place other financial institutions that are not subject to similar regulation in stronger, more favorable competitive positions.

 
Banking regulators have broad enforcement power, but regulations are meant to protect depositors, and not investors.

The Company is subject to supervision by several governmental regulatory agencies.  Bank regulations, and the interpretation and application of them by regulators, are beyond our control, may change rapidly and unpredictably and can be expected to influence earnings and growth.  In addition, these regulations may limit the Company’s growth and the return to investors by restricting activities such as the payment of dividends, mergers with, or acquisitions by, other institutions, investments, loans and interest rates, interest rates paid on depositors and the creation of financial service centers.  Information on the regulations that impact the Company are included in Item 1., “Business – Supervision and Regulation,” above.  Although these regulations impose costs on the Company, they are intended to protect depositors, and should not be assumed to protect the interest of shareholders.  The regulations to which we are subject may not always be in the best interest of investors.

Trading in our common stock has been sporadic and volume has been light.  As a result, shareholders may not be able to quickly and easily sell their common stock.

Although our common stock trades on the Nasdaq Capital Market and a number of brokers offer to make a market in common stock on a regular basis, trading volume to date has been limited and there can be no assurance that an active and liquid market for the common stock will develop.

Our directors and officers have significant voting power.

Our directors and executive officers beneficially own 5.30% of our common stock and may purchase additional shares of our common stock by exercising vested stock options.  By voting against a proposal submitted to shareholders, the directors and officers may be able to make approval more difficult for proposals requiring the vote of shareholders such as mergers, share exchanges, asset sales and amendment to the Company’s articles of incorporation.

An inadequate allowance for loan losses would reduce our earnings.

Our earnings are significantly affected by our ability to properly originate, underwrite and service loans.  We maintain an allowance for loan losses based upon many factors, including the following:

 
•
actual loan loss history;
 
•
volume, growth, and composition of the loan portfolio;
 
•
the amount of non-performing loans and the value of their related collateral;
 
•
the effect of changes in the local real estate market on collateral values;
 
•
the effect of current economic conditions on a borrower’s ability to pay; and
 
•
other factors deemed relevant by management.

These determinations are based upon estimates that are inherently subjective, and their accuracy depends on the outcome of future events; therefore, realized losses may differ from current estimates.  Changes in economic, operating, and other conditions, including changes in interest rates, which are generally beyond our control, could increase actual loan losses significantly.  As a result, actual losses could exceed our current allowance estimate.  We cannot provide assurance that our allowance for loan losses is sufficient to cover actual loan losses should such losses differ significantly from the current estimates.

In addition, there can be no assurance that our methodology for assessing our asset quality will succeed in properly identifying impaired loans or calculating an appropriate loan loss allowance.  We could sustain losses if we incorrectly assess the creditworthiness of our borrowers or fail to detect or respond to deterioration in asset quality in a timely manner.  If our assumptions and judgments prove to be incorrect and the allowance for loan losses is inadequate to absorb losses, or if bank regulatory authorities require us to increase the allowance for loan losses as a part of their examination process, our earnings and capital could be significantly and adversely affected.

Revenue from our mortgage lending investment is sensitive to changes in economic conditions, decreased economic activity, a slowdown in the housing market, higher interest rates, the competitive and regulatory environment or new legislation and may adversely impact our profits.
 
Our mortgage banking subsidiary, Southern Trust Mortgage, has provided a significant portion of our consolidated business and maintaining our revenue stream in this segment is dependent upon our ability to originate loans and sell them to investors. For the fiscal year ended December 31, 2012, Southern Trust Mortgage produced net income of approximately $2.5 million attributable to Middleburg Financial Corporation. Loan production levels are sensitive to changes in economic conditions and can suffer from decreased economic activity, a slowdown in the housing market or higher interest rates and decreased refinancing activity.
 
 
Generally, any sustained period of decreased economic activity or higher interest rates could adversely affect Southern Trust Mortgage’s mortgage originations and, consequently, reduce its income from mortgage lending activities. In addition, changes to the competitive or regulatory environment or new legislation, including proposed legislation that would require Southern Trust Mortgage to retain five percent of the credit risk of securitized exposures, could adversely affect its operations.
 
We could also experience a reduction in the carrying value of our equity investment in Southern Trust Mortgage if Southern Trust Mortgage operations are negatively impacted. The carrying value for Southern Trust Mortgage at December 31, 2012 was approximately $7.9 million, including a goodwill balance of $1.9 million. A reduction in our carrying value could negatively impact our net income through an impairment expense.
 
Deteriorating economic conditions may also cause home buyers to default on their mortgages. In certain of these cases where Southern Trust Mortgage has originated loans and sold them to investors, it may be required to repurchase loans or provide a financial settlement to investors if it is proved that the borrower failed to provide full and accurate information on or related to their loan application or for which appraisals have not been acceptable or when the loan was not underwritten in accordance with the loan program specified by the loan investor. Such repurchases or settlements would also adversely affect our net income.

Difficult market conditions have adversely affected our industry.

Dramatic declines in the housing market, with falling home prices and increasing foreclosures, unemployment and under-employment, have negatively impacted the credit performance of real estate related loans and resulted in significant write-downs of asset values by financial institutions.  These write-downs, initially of asset-backed securities but spreading to other securities and loans, have caused many financial institutions to seek additional capital, to reduce or eliminate dividends, to merge with larger and stronger institutions and, in some cases, to fail.  Reflecting concern about the stability of the financial markets generally and the strength of counterparties, many lenders and institutional investors have reduced or ceased providing funding to borrowers, including to other financial institutions.  This market turmoil and tightening of credit have led to an increased level of commercial and consumer delinquencies, lack of consumer confidence, increased market volatility and widespread reduction of business activity generally.  The resulting economic pressure on consumers and lack of confidence in the financial markets has adversely affected our business and results of operations.  Market developments may affect consumer confidence levels and may cause adverse changes in payment patterns, causing increases in delinquencies and default rates, which may impact our charge-offs and provision for credit losses.  A worsening of these conditions would likely exacerbate the adverse effects of these difficult market conditions on us and others in the financial institutions industry.

The soundness of other financial institutions could adversely affect us.

Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions.  Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships.  We have exposure to many different industries and counterparties, and we routinely execute transactions with counterparties in the financial industry.  As a result, defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, have led to market-wide liquidity problems and could lead to losses or defaults by us or by other institutions.  Many of these transactions expose us to credit risk in the event of default of our counterparty or client.  In addition, our credit risk may be exacerbated when the collateral held by us cannot be realized upon or is liquidated at prices not sufficient to recover the full amount of the financial instrument exposure due us.  There is no assurance that any such losses would not materially and adversely affect our results of operations.

Government measures to regulate the financial industry, including the recently enacted Dodd-Frank Act, subject us to increased regulation and could aversely affect us.

As a financial institution, we are heavily regulated at the state and federal levels.  As a result of the financial crisis and related global economic downturn that began in 2007, we have faced, and expect to continue to face, increased public and legislative scrutiny as well as stricter and more comprehensive regulation of our financial services practices.  In July 2010, the Dodd-Frank Act was signed into law.  The Dodd-Frank Act includes significant changes in the financial regulatory landscape and will impact all financial institutions, including the Company and the Bank.  Many of the provisions of the Dodd-Frank Act have begun to be or will be implemented over the next several years and will be subject both to further rulemaking and the discretion of applicable regulatory bodies.  Because the ultimate impact of the Dodd-Frank Act will depend on future regulatory rulemaking and interpretation, we cannot predict the full effect of this legislation on our businesses, financial condition or results of operations.  Among other things, the Dodd-Frank Act and the regulations implemented thereunder could limit debit card interchange fees, increase FDIC assessments, impose new requirements on mortgage lending, and establish more stringent capital requirements on bank holding companies.  As a result of these and other provisions in the Dodd-Frank Act, we could experience additional costs, as well as limitations on the products and services we offer and on our ability to efficiently pursue business opportunities, which may adversely affect our businesses, financial condition or results of operations.
 
 
Our ability to pay dividends is limited and we may be unable to pay future dividends.  
 
Our ability to pay dividends is limited by regulatory restrictions and the need to maintain sufficient capital in the Company and in our subsidiaries. The ability of our bank subsidiary to pay dividends to us is limited by the bank’s obligations to maintain sufficient capital, earnings and liquidity and by other general restrictions on their dividends under federal and state bank regulatory requirements. In October 2010, we announced that we had cut the regular quarterly dividend to $0.05 per share, from $0.10 per share. We cannot be certain as to when, if ever, the dividend may be increased, nor can we be certain that further reductions of the dividend will not be made.
 
In addition, as a bank holding company, our ability to declare and pay dividends is subject to the guidelines of the Board of Governors of the Federal Reserve System, or the Federal Reserve, regarding capital adequacy and dividends. The Federal Reserve guidelines generally require us to review the effects of the cash payment of dividends on common stock and other Tier 1 capital instruments (i.e., perpetual preferred stock and trust preferred debt) on our financial condition. These guidelines also require that we review our net income for the current and past four quarters, and the level of dividends on common stock and other Tier 1 capital instruments for those periods, as well as our projected rate of earnings retention.
 
Under the Federal Reserve’s policy, the board of directors of a bank holding company should also consider different factors to ensure that its dividend level is prudent relative to the organization’s financial position and is not based on overly optimistic earnings scenarios such as any potential events that may occur before the payment date that could affect its ability to pay while still maintaining a strong financial position. As a general matter, the Federal Reserve has indicated that the board of directors of a bank holding company should consult with the Federal Reserve and eliminate, defer, or significantly reduce the bank holding company’s dividends if: (i) its net income available to shareholders for the current period is not sufficient to fully fund the dividends; (ii) its prospective rate of earnings retention is not consistent with the its capital needs and overall current and prospective financial condition; or (iii) it will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios. If we do not satisfy these regulatory requirements or the Federal Reserve’s policies, we will be unable to pay dividends on our common stock.

Further, we cannot pay any dividends on the common stock, or acquire any shares of common stock, if any distributions on our trust preferred securities are in arrears.
 
Increases in FDIC insurance premiums may cause our earnings to decrease.
 
The limit on FDIC coverage has been increased to $250,000 for all accounts.  In addition, the costs associated with bank resolutions or failures have substantially depleted the DIF.  As a result, the FDIC has implemented a new methodology by which it will assess premium amounts.  The FDIC adopted a final rule effective April 1, 2011, to change the FDIC’s assessment rates as well as providing that the assessment base will be the institution’s average consolidated total assets less its average tangible equity.  Although the burden of replenishing the DIF will be placed primarily on institutions with assets greater than $10 billion, we expect higher annual deposit insurance assessments than we historically incurred before the financial crisis began several years ago.  Any future increases in required deposit insurance premiums or special assessments could have a significant adverse impact on our financial condition and results of operations.


UNRESOLVED STAFF COMMENTS

None.

PROPERTIES

The Company’s corporate headquarters, and that of Middleburg Bank, is located at 111 West Washington Street, Middleburg, Virginia, 20117.  The Company’s subsidiaries own or lease various other offices in the counties and municipalities in which they operate.  At December 31, 2012, Middleburg Bank operated 12 branches in the Virginia communities of Ashburn, Gainesville, Leesburg, Marshall, Middleburg, Purcellville, Reston, Richmond, Warrenton and Williamsburg. All of the Offices of Middleburg Trust Company and Southern Trust Mortgage are leased.  Additionally, Middleburg Bank owns an operations center building located at 106 Catoctin Circle, SE, Leesburg, Virginia  20175.  See Note 1 “Nature of Banking Activities and Significant Accounting Policies” and Note 5 “Premises and Equipment, Net” in the “Notes to the Consolidated Financial Statements” of this Form 10-K for information with respect to the amounts at which bank premises and equipment are carried and commitments under long-term leases.

All of the Company’s properties are well maintained, are in good operating condition and are adequate for the Company’s present and anticipated future needs.

 
LEGAL PROCEEDINGS

There are no material pending legal proceedings to which the Company is a party or of which the property of the Company is subject.

MINE SAFETY DISCLOSURES

Not applicable




MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Shares of the Company’s Common Stock trade on the Nasdaq Capital Market under the symbol “MBRG.”  The high and low sale prices per share for the Company’s Common Stock for each quarter of 2012 and 2011, and the amount of cash dividends per share in each quarter, are set forth in the table below.

Market Price and Dividends


   
Sales Price ($)
  
Dividends ($)
   
High
Low
  
2012:
        
 
1st quarter
17.20
  
14.40
  
0.05
  
 
2nd quarter
17.00
  
15.34
  
0.05
  
 
3rd quarter
18.09
  
15.78
  
0.05
  
 
4th quarter
18.19
  
15.90
  
0.05
  
         
2011:
        
 
1st quarter
17.75
  
14.22
  
0.05
  
 
2nd quarter
16.03
  
14.80
  
0.05
  
 
3rd quarter
15.39
  
14.27
  
0.05
  
 
4th quarter
15.18
  
14.21
  
0.05
  
         

As of February 28, 2013, the Company had approximately 445 shareholders of record and approximately 2,460 additional beneficial owners of shares of Common Stock.

The Company historically has paid cash dividends on a quarterly basis.  The final determination of the timing, amount and payment of dividends on the Common Stock is at the discretion of the Company’s Board of Directors and will depend upon the earnings of the Company and its subsidiaries, principally Middleburg Bank, the financial condition of the Company and other factors, including general economic conditions and applicable governmental regulations and policies as discussed in Item 1., “Business – Supervision and Regulation – Payment of Dividends,” above.

The Company did not repurchase any shares of Common Stock during the fourth quarter of 2012.  On June 16, 1999, the Company adopted a repurchase plan, which authorized management to purchase up to $5 million of the Company’s common stock from time to time.  Subsequently, the plan was amended to authorize management to purchase up to 100,000 shares and to eliminate the $5 million limit.  As of March 15, 2013, the Company has 24,084 shares eligible for repurchase under the plan.

The following graph compares the cumulative total return to the shareholders of the Company for the last five fiscal years with the total return on the NASDAQ Composite Index and the SNL $1B-$5B Bank Index as reported by SNL Financial LC, assuming an investment of $100 in shares of Common Stock on December 31, 2007 and the reinvestment of dividends.






 
Period Ending
  
Index
12/31/07
12/31/08
12/31/09
12/31/10
12/31/11
12/31/12
Middleburg Financial Corporation
100.00
  
70.44
  
61.12
  
73.74
  
74.68
  
93.70
  
NASDAQ Composite
100.00
  
60.02
  
87.24
  
103.08
  
102.26
  
120.42
  
SNL Bank $1B-$5B
100.00
  
82.94
  
59.45
  
67.39
  
61.46
  
75.78
  
 

 
SELECTED FINANCIAL DATA

The following consolidated summary sets forth the Company’s selected financial data for the periods and at the dates indicated.  The selected financial data have been derived from the Company’s audited financial statements for each of the five years that ended December 31, 2012, 2011, 2010, 2009 and 2008.


 
Years Ended December 31,
 
2012
  
2011
  
2010
  
2009
  
2008
 
(In thousands, except ratios and per share data)
Balance Sheet Data:
                  
Assets (1)
$
1,236,781
    
$
1,192,860
    
$
1,104,487
    
$
976,374
    
$
985,191
  
Loans, net (2)
777,280
    
749,284
    
703,706
    
680,104
    
702,651
  
Securities
326,447
    
315,359
    
258,338
    
178,924
    
181,312
  
Deposits
981,900
    
929,869
    
890,306
    
805,648
    
744,782
  
Shareholders’ equity
117,122
    
108,013
    
99,993
    
100,312
    
75,677
  
Average shares outstanding, basic
7,032
    
6,975
    
6,933
    
5,629
    
4,528
  
Average shares outstanding, diluted
7,043
    
6,977
    
6,933
    
5,630
    
4,554
  
Income Statement Data:
                  
Interest income
$
47,023
    
$
48,636
    
$
48,031
    
$
56,746
    
$
55,922
  
Interest expense
8,824
    
10,691
    
14,175
    
19,082
    
22,719
  
Net interest income
38,199
    
37,945
    
33,856
    
37,664
    
33,203
  
Provision for loan losses
3,438
    
2,884
    
12,005
    
4,551
    
5,261
  
Net interest income after
                  
provision for loan losses
34,761
    
35,061
    
21,851
    
33,113
    
27,942
  
Non-interest income (8)
29,009
    
19,527
    
20,749
    
14,455
    
13,822
  
Securities gains (losses)
445
    
435
    
(237
)
  
998
    
(913
)
Non-interest expense (8)
54,259
    
49,011
    
47,251
    
43,403
    
38,605
  
Income (loss) before income taxes and non-controlling interest in consolidated subsidiary(3)
9,956
    
6,012
    
(4,888
)
  
5,163
    
2,247
  
Income taxes
1,966
    
1,350
    
(2,562
)
  
64
    
444
  
   Non-controlling interest in consolidated subsidiary (income) loss
(1,504
)
  
298
    
(362
)
  
(1,577
)
  
757
  
Net income (loss)
6,486
    
4,960
    
(2,688
)
  
3,522
    
2,560
  
Per Share Data:
                  
Net income (loss), basic
$
0.92
    
$
0.71
    
$
(0.39
)
  
$
0.37
    
$
0.57
  
Net income (loss), diluted
0.92
    
0.71
    
(0.39
)
  
0.37
    
0.56
  
Cash dividends
0.20
    
0.20
    
0.35
    
0.58
    
0.57
  
Book value at period end
16.15
    
15.13
    
14.02
    
14.52
    
16.69
  
Tangible book value at period end (7)
15.30
    
14.24
    
13.10
    
13.57
    
15.20
  
Asset Quality Ratios:
                  
Non-performing loans to total portfolio loans
3.92
%
  
4.53
%
  
4.79
%
  
1.80
%
  
1.19
%
Non-performing assets to total assets
3.05
    
3.27
    
3.62
    
1.86
    
1.58
  
Net charge-offs to average loans (2)
0.54
    
0.47
    
0.88
    
0.76
    
0.51
  
Allowance for loan losses to loans
                  
outstanding at end of period (2)
1.81
    
1.91
    
2.08
    
1.33
    
1.41
  
Selected Ratios:
                  
Return on average assets
0.54
%
  
0.44
%
  
(0.25
)%
  
0.35
%
  
0.28
%
Return on average equity
5.86
    
4.87
    
(2.71
)
  
3.21
    
3.37
  
Dividend payout
0.22
    
0.31
    
NA
  
145.00
    
100.79
  
Efficiency ratio (4) (5)
73.86
    
78.57
    
80.56
    
75.11
    
77.24
  
 
 
Net interest margin (6)
3.47
    
3.72
    
3.61
    
4.17
    
4.02
  
   Equity to assets (including non-controlling
      interest in consolidated subsidiary)
9.47
    
9.04
    
9.05
    
10.59
    
7.68
  
Tier 1 risk-based capital ratio
14.09
    
13.46
    
12.80
    
13.86
    
10.25
  
Total risk-based capital ratio
15.35
    
14.72
    
14.06
    
15.06
    
11.50
  
Leverage ratio
9.10
    
8.81
    
9.02
    
10.40
    
8.40
  

 
(1)
Amounts have been adjusted to reflect the application of ASC Topic 810, Consolidation.  The common equity portion of the Trust Preferred entities has been deconsolidated and is included in Assets for all years reported.
 
(2)
Includes mortgages held for sale.
 
(3)
Consolidated Southern Trust Mortgage, LLC in 2011 based on the Company's 62.4% ownership at year end 2012 and 2011 and 57.1% ownership for 2010, 2009, and 2008.
 
(4)
The efficiency ratio is not a measurement under accounting principles generally accepted in the United States but is a key performance indicator in the Company’s industry.  The Company monitors this ratio in tandem with other key indicators for signals of potential trends that should be considered when making decisions regarding strategies related to such areas as asset liability management, business line development, and growth and expansion planning.  The ratio 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.  It is a measure of the relationship between operating expenses to earnings.  Net interest income on a tax equivalent basis for the years ended December 31, 2012, 2011, 2010, 2009, and 2008 were $39,440,000, $39,162,000, $35,152,000, $39,218,000, and $34,328,000.  See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation – Critical Accounting Policies,” below for additional information.
 
(5)
Prior to March 31, 2012, the Company did not exclude amortization of intangibles and other real estate expenses from total non-interest expense.  The efficiency ratios for the periods ended December 31, 2011and prior have been restated for consistency of presentation purposes.
 
(6)
Net interest margin is calculated by dividing tax equivalent net interest income by total average earning assets.
 
(7)
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.
 
(8)
As of December 31, 2012, the Company began netting commissions paid to generate mortgage banking revenue and investment sales commissions paid to generate investment sale revenue against the related revenue balances.  Prior to 2012, these commission expenses were included in Salaries and Employee Benefits Expense.  Accordingly, the 2011 and prior balances for Non-interest income and Non-interest expense shown in the table above have been restated to conform to this presentation
 
 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITON AND RESULTS OF OPERATIONS

The following discussion provides information about the major components of the results of operations and financial condition, liquidity, and capital resources of the Company.  This discussion and analysis should be read in conjunction with the Company’s Consolidated Financial Statements and Notes to Consolidated Financial Statements.  It should also be read in conjunction with the “Caution About Forward Looking Statements” section at the end of this discussion.

Overview

The Company is headquartered in Middleburg, Virginia and conducts its primary operations through two wholly owned subsidiaries, Middleburg Bank and Middleburg Investment Group, Inc. and a majority owned subsidiary, Southern Trust Mortgage, LLC.  Middleburg Bank is a community bank serving the Virginia counties of Prince William, Loudoun, Fairfax, Fauquier, the Town of Williamsburg and the City of Richmond with twelve financial service centers and one limited service facility.  Middleburg Investment Group is a non-bank holding company with one wholly owned subsidiary, Middleburg Trust Company.  Middleburg Trust Company is a trust company headquartered in Richmond, Virginia, and maintains offices in Williamsburg, Virginia and in several of Middleburg Bank’s facilities.    Southern Trust Mortgage is a regional mortgage company headquartered in Virginia Beach, Virginia and maintains offices in Virginia, Maryland, Georgia, North Carolina and South Carolina.

The Company generates a significant amount of its income from the net interest income earned by Middleburg Bank.  Net interest income is the difference between interest income and interest expense.  Interest income depends on the amount of interest-earning assets outstanding during the period and the interest rates earned thereon.  Middleburg Bank’s cost of money is
 
 
a function of the average amount of deposits and borrowed money outstanding during the period and the interest rates paid thereon.  The quality of the assets further influences the amount of interest income lost on non-accrual loans and the amount of additions to the allowance for loan losses or potential other-than-temporary impairment of securities.  Middleburg Investment Group’s subsidiary, Middleburg Trust Company, generates fee income by providing investment management and trust services to its clients.  Investment management and trust fees are generally based upon the value of assets under management, and, therefore can be significantly affected by fluctuations in the values of securities caused by changes in the capital markets.  Southern Trust Mortgage generates fees from the origination and sale of mortgages loans.  Southern Trust Mortgage also maintains a real estate construction portfolio and receives interest and fee income from these loans, which, net of interest expense, is included in net interest income.

At December 31, 2012, total assets were $1.2 billion, an increase of 3.7% or $43.9 million from total assets of $1.2 billion at December 31, 2011.  Total loans, including mortgages held for sale increased $27.3 million from $763.9 million at December 31, 2011 to $791.6 million at December 31, 2012.  Total deposits increased by $52.0 million or 5.6% to $981.9 million at December 31, 2012 from $929.9 million at December 31, 2011.  Lower cost deposits, including demand checking, interest checking and savings increased $86.0 million or 14.2% from the year ended December 31, 2011 to $689.9 million for the year ended December 31, 2012.  Higher cost time deposits, excluding brokered certificates of deposit, decreased 14.4% or $38.2 million from the year ended December 31, 2011 to $226.9 million for the year ended December 31, 2012.  The shift in the mix of deposits as well as lower interest rates paid on deposits  and borrowings during 2012 contributed to the 26 basis point decrease in the overall cost of interest-bearing liabilities from 2011 to 2012.  The net interest margin, a non-GAAP measure more fully described in the “Results of Operations” section below, decreased from 3.72% for the year ended December 31, 2011 to 3.47% for the year ended December 31, 2012.  The decrease is primarily attributed to the 26 basis point decrease in the cost of total interest bearing liabilities as compared to the 49 basis point decrease, on a tax equivalent basis, in yield of total interest bearing assets.  The provision for loan losses increased by $554,000 for the year ended December 31, 2012 to $3.4 million compared to $2.9 million for the same period in 2011. The Company recognized no other-than-temporary impairment for the year ended December 31, 2012 compared to $25,000  in 2011.  Total non-interest income increased by $9.5 million for the year ended December 31, 2012, compared to 2011.  The increase is largely due to gains on the sale of loans by the Company’s mortgage banking subsidiary, Southern Trust Mortgage.  Non-interest expense in 2012 increased $5.2 million, up 10.7% from 2011.

Total non-interest expenses for the years ended December 31, 2012, 2011, and 2010 include the consolidated expenses of Southern Trust Mortgage.  Although the Company is focused on keeping growth in non-interest expense low in the future, because of the Company’s plan to continue growth and expansion, it is expected that non-interest expense will continue to grow in the future at a rate similar to previous years.  The Company remains well capitalized with risk-adjusted core capital and total capital ratios well above the regulatory minimums.

With the creation of Middleburg Investment Group, the Company has expanded the integration of Middleburg Trust Company and Middleburg Bank’s investment services department into a more focused wealth management program for all of the Company’s clients.  The Company intends to make each of its wealth management services available within all of its financial service centers.  Also, through the affiliation with Southern Trust Mortgage, Middleburg Bank plans to continue to increase its loan portfolio by purchasing high credit quality, low loan to value first deeds of trusts on residential property.  Middleburg Bank plans to continue its focus on low cost deposit growth with advertising campaigns and product development.

The Company is not aware of any current recommendations by any regulatory authorities that, if they were implemented, would have a material effect on the registrant’s liquidity, capital resources or results of operations.

Critical Accounting Policies

General

The financial condition and results of operations presented in the Consolidated Financial Statements, the accompanying Notes to the Consolidated Financial Statements and this section are, to some degree, dependent upon the accounting policies of the Company.  The selection and application of these accounting policies involve judgments, estimates, and uncertainties that are susceptible to change.

Presented below is discussion of those accounting policies that management believes are the most important (“Critical Accounting Policies”) to the portrayal and understanding of Middleburg Financial Corporation’s financial condition and results of operations.  The Critical Accounting Policies require management’s most difficult, subjective and complex judgments about matters that are inherently uncertain.  In the event that different assumptions or conditions were to prevail, and depending upon the severity of such changes, the possibility of materially different financial condition or results of operations is a reasonable likelihood.

 
Allowance for Loan Losses

Middleburg Bank monitors and maintains an allowance for loan losses to absorb an estimate of probable losses inherent in the loan portfolio.  Middleburg Bank maintains policies and procedures that address the systems of controls over the following areas of maintenance of the allowance:  the systematic methodology used to determine the appropriate level of the allowance to provide assurance they are maintained in accordance with accounting principles generally accepted in the United States of America; the accounting policies for loan charge-offs and recoveries; the assessment and measurement of impairment in the loan portfolio; and the loan grading system.

Middleburg Bank evaluates various loans individually for impairment as required by applicable accounting standards.  Loans evaluated individually for impairment include non-performing loans, such as loans on non-accrual, loans past due by 90 days or more, troubled debt restructured loans and other loans selected by management.  The evaluations are based upon discounted expected cash flows or collateral valuations.  If the evaluation shows that a loan is individually impaired, then a specific reserve is established for the amount of impairment.  If a loan evaluated individually is not impaired, then the loan is assessed for impairment with a group of loans that have similar characteristics.

For loans without individual measures of impairment, Middleburg Bank makes estimates of losses for groups of loans as required by applicable accounting standards.  Loans are grouped by similar characteristics, including the type of loan, the assigned loan grade and the general collateral type.  A loss rate reflecting the expected loss inherent in a group of loans is derived based upon estimates of default rates for a given loan grade, the predominant collateral type for the group and the terms of the loan.  The resulting estimate of losses for groups of loans are adjusted for relevant environmental factors and other conditions of the portfolio of loans, including:  borrower and industry concentrations; levels and trends in delinquencies, charge-offs and recoveries; changes in underwriting standards and risk selection; level of experience, ability and depth of lending management; and national and local economic conditions.

The amount of estimated impairment for individually evaluated loans and groups of loans is added together for a total estimate of loans losses.  This estimate of losses is compared to the allowance for loan losses of Middleburg Bank as of the evaluation date and, if the estimate of losses is greater than the allowance, an additional provision to the allowance would be made.  If the estimate of losses is less than the allowance, the degree to which the allowance exceeds the estimate is evaluated to determine whether the allowance falls outside a range of estimates.  If the estimate of losses is below the range of reasonable estimates, the allowance would be reduced by way of a credit to the provision for loan losses.  Middleburg Bank recognizes the inherent imprecision in estimates of losses due to various uncertainties and variability related to the factors used, and therefore a reasonable range around the estimate of losses is derived and used to ascertain whether the allowance is too high.  If different assumptions or conditions were to prevail and it is determined that the allowance is not adequate to absorb the new estimate of probable losses, an additional provision for loan losses would be made, which amount may be material to the Consolidated Financial Statements.
 
Intangibles and Goodwill

The Company has approximately $6.0 million in intangible assets and goodwill at December 31, 2012, a decrease of $172,000 since December 31, 2011 which was attributable to regular amortization of intangible assets.  On April 1, 2002, the Company acquired Middleburg Investment Advisors, a registered investment adviser, for $6.0 million. Approximately $5.9 million of the purchase price was allocated to intangible assets and goodwill.  In connection with this investment, a purchase price valuation was completed to determine the appropriate allocation to identified intangibles.  The valuation concluded that approximately 42% of the purchase price was related to the acquisition of customer relationships with an amortizable life of 15 years.  Another 19% of the purchase price was allocated to a non-compete agreement with an amortizable life of 7 years.  The remainder of the purchase price, approximately $2.4 million, was allocated to goodwill.  On January 3, 2011, Middleburg Investment Advisors was merged into Middleburg Trust Company and its goodwill balance is reflected in the total goodwill balance reported for Middleburg Investment Group of $3.4 million. The remaining balance of unamortized identified intangible assets related to the acquisition of Middleburg Investment Advisors is $728,000.   Approximately $1.0 million of the $6.0 million in intangible assets and goodwill at December 31, 2012 is attributable to the Company’s investment in Middleburg Trust Company.  With the consolidation of Southern Trust Mortgage, the Company recognized $1.9 million in goodwill as part of its equity investment.

The purchase price allocation process requires management estimates and judgment as to expectations for the life span of various customer relationships as well as the value that key members of management add to the success of the Company.  For example, customer attrition rates were determined based upon assumptions that the past five years may predict the future.  If the actual attrition rates, among other assumptions, differed from the estimates and judgments used in the purchase price allocation, the amounts recorded in the Consolidated Financial Statements could result in a possible impairment of the intangible assets and goodwill or require acceleration in the amortization expense.

 
In addition, current accounting standards require that goodwill be tested annually using either a two-step quantitative process or a qualitative assessment followed by a two-step quantitative process if the qualitative assessment indicates that the fair value of the reporting unit may be less than its carrying value.  As of  December 31, 2012, the Company elected to perform a two-step quantitative process to evaluate its goodwill for any impairment. The first step is to identify a potential impairment.  The second step measures the amount of the impairment loss, if any.  Processes and procedures have been identified for the two-step process.  The most recent evaluation was conducted as of December 31, 2012.

As of December 31, 2012, the Company recognized two consolidated subsidiaries as reporting units for the purpose of goodwill evaluation and reporting:  Southern Trust Mortgage (“STM”) and Middleburg Investment Group (“MIG”).   MIG is the parent company of Middleburg Trust Company.  The following table shows the allocation of goodwill between the two reporting units and the percentage by which the fair value of each reporting unit as of December 31, 2012 (the most recent fair value evaluation date) exceeded the carrying value as of that date:
 

Allocation of Goodwill to Reporting Units
  
(Dollars in Thousands)
  
                   
Percentage by
       
(1)
      
(1)
  
which Fair Value
   
Carrying Value
  
Carrying Value
      
Estimated Fair Value
  
of Reporting
Reporting
  
of Goodwill
  
of Reporting Unit
      
of Reporting Unit
  
Unit Exceeds
Unit
  
December 31, 2012
  
December 31, 2012
      
December 31, 2012
  
Carrying Value
STM
  
$
1,867
    
$
7,880
        
$
10,040
    
27.41
%
MIG
  
3,422
    
6,244
    
(2
)
  
9,167
    
46.81
%
Total
  
$
5,289
    
$
14,124
        
$
19,207
    
35.99
%
 
 
(1)
Reported amounts reflect only Middleburg Financial Corporation shareholder's ownership interests.
 
(2)
Includes $728,000 of amortizing intangible assets.

Management estimates fair value utilizing multiple methodologies which include discounted cash flows, comparable companies, third-party sale and assets under management analysis. Determining the fair value of the Company’s reporting units requires management to make judgments and assumptions related to various items, including estimates of future operating results, allocations of indirect expenses, and discount rates.  Management believes its estimates and assumptions are reasonable; however, the fair value of each reporting unit could be different in the future if actual results or market conditions differ from the estimates and assumptions used.

The Company’s forecasted cash flows for its reporting units assume a stable economic environment and consistent long-term growth in loan originations and assets under management over the projected periods.  Additionally, expenses are assumed to be consistently correlated with projected asset and revenue growth over the time periods projected.  Although we believe the key assumptions underlying the financial forecasts to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond the control of the Company.  Accordingly, there can be no assurance that the forecasted results will be realized and variations from the forecast may be material.  If weak economic conditions continue or worsen for a prolonged period of time, or if the reporting unit loses key personnel, the fair value of the reporting unit may be adversely affected which may result in impairment of goodwill or other intangible assets in the future.  Any changes in the key management estimates or judgments could result in an impairment charge, and such a charge could have an adverse effect on the Company’s financial condition and results of operations.

Other-Than-Temporary Impairment (OTTI)

No losses related to other-than-temporary impairment were recognized in 2012 compared to $25,000 of losses related to other than-temporary impairment on trust preferred securities recognized during 2011.  At December 31, 2012, the Company had no trust preferred securities in its portfolio.

The Company may need to recognize additional other-than-temporary impairments related to other securities in 2013.  

Results of Operations

Net Income

The Company had net income for 2012 of $6.5 million, compared to net income of $5.0 million in 2011.   For 2012, the earnings per diluted share was $0.92 compared to earnings per diluted share of $0.71 and a loss per diluted share of $0.39 for 2011 and 2010 respectively.

Return on average assets (“ROA”) measures how effectively the Company employs its assets to produce net income.  The ROA for the Company was 0.54% for the year ended December 31, 2012 compared to  0.44% and - 0.25% for the years ended December 31, 2011 and 2010 respectively.  Return on average equity (“ROE”), another measure of earnings performance, indicates the amount of net income earned in relation to the total average equity capital invested.  ROE was 5.9% for the year ended December 31, 2012.   ROE was 4.9% and -2.7% for the years ended December 31, 2011 and 2010, respectively.

The following table reflects an analysis of the Company’s net interest income using the daily average balances of the Company’s assets and liabilities as of December 31.  Non-accrual loans are included in the loan average balances.

Average Balances, Income and Expenses, Yields and Rates
(Years Ended December 31)

 
   
2012
    
2011
    
2010
  
   
Average
Balance
    
Income/
Expense
    
Yield/
Rate
    
Average
Balance
    
Income/
Expense
    
Yield/
Rate
    
Average
Balance
    
Income/
Expense
    
Yield/
Rate
  
   
(Dollars in thousands)
  
Assets :
                                                      
Securities:
                                                      
Taxable
   $ 262,991     $ 6,601     2.51 %   $ 231,893     $ 6,771     2.92 %   $ 159,326     $ 4,838     3.04 %
Tax-exempt (1)
     62,363       3,642     5.84 %     56,793       3,580     6.30 %     59,654       3,810     6.39 %
Total securities
   $ 325,354     $ 10,243     3.15 %   $ 288,686     $ 10,351     3.59 %   $ 218,980     $ 8,648     3.95 %
                                                                   
Loans
   $ 755,925     $ 37,898     5.01 %   $ 720,633     $ 39,392     5.47 %   $ 707,135     $ 40,548     5.73 %
Interest bearing deposits in other financial institutions
     54,237       124     0.23 %     43,469       110     0.25 %     47,836       131     0.27 %
Total earning assets
   $ 1,135,516     $ 48,265     4.25 %   $ 1,052,788     $ 49,853     4.74 %   $ 973,951     $ 49,327     5.06 %
Less: allowances for credit losses
     (14,830 )                   (14,835 )                   (11,119 )              
Total nonearning assets
     84,279                     87,410                     94,005                
Total assets
   $ 1,204,965                   $ 1,125,363                   $ 1,056,837                
Liabilities:
                                                                  
Interest-bearing deposits:
                                                                  
Checking
   $ 322,715     $ 1,271     0.39 %   $ 294,660     $ 1,883     0.64 %   $ 283,294     $ 2,294     0.81 %
Regular savings
     105,768       350     0.33 %     96,725       683     0.71 %     77,864       725     0.93 %
Money market savings
     64,517       204     0.32 %     59,356       353     0.59 %     53,894       427     0.79 %
Time deposits:
                                                                  
$100,000 and over
     143,687       2,200     1.53 %     136,526       2,419     1.77 %     160,063       4,298     2.69 %
Under $100,000
     165,703       2,891     1.74 %     172,815       3,529     2.04 %     161,338       4,289     2.66 %
Total interest-bearing deposits
   $ 802,390     $ 6,916     0.86 %   $ 760,082     $ 8,867     1.17 %   $ 736,453     $ 12,033     1.63 %
Short-term borrowings
     8,725       392     4.49 %     9,555       318     3.33 %     10,419       393     3.77 %
Securities sold under agreements
                                                                  
 
 
to repurchase
     34,177       332     0.97 %     33,162       293     0.88 %     25,314       205     0.81 %
Long-term debt
     83,654       1,184     1.42 %     81,300       1,213     1.49 %     55,303       1,544     2.79 %
Federal funds purchased
     1       —     0.00 %     42       —     0.00 %     25       —     0.00 %
Total interest-bearing liabilities
   $ 928,947     $ 8,824     0.95 %   $ 884,141     $ 10,691     1.21 %   $ 827,514     $ 14,175     1.71 %
Non-interest bearing liabilities
                                                                  
Demand deposits
     156,057                     130,565                     120,475                
Other liabilities
     6,503                     6,628                     6,850                
Total liabilities
   $ 1,091,507                   $ 1,021,334                   $ 954,839                
Non-controlling  interest in consolidated  Subsidiary
     2,828                     2,241                     2,876                
Shareholders’ equity
     110,630                     101,788                     99,122                
  Total liabilities and Shareholders’ equity
   $ 1,204,965                   $ 1,125,363                   $ 1,056,837                
Net interest income
           $ 39,441                   $ 39,162                   $ 35,152        
Interest rate spread
                   3.30 %                   3.53 %                   3.35 %
Interest expense as a percent of average earning assets
                   0.78 %                   1.02 %                   1.46 %
Net interest margin
                   3.47 %                   3.72 %                   3.61 %

___________
(1)
Income and yields are reported on tax equivalent basis assuming a federal tax rate of 34%.

Net Interest Income

Net interest income represents the principal source of earnings of the Company.  Net interest income is the amount by which interest generated from earning assets exceeds the expense of funding those assets.  Changes in volume and mix of interest earning assets and interest bearing liabilities, as well as their respective yields and rates, have a significant impact on the level of net interest income.

Net interest income was $38.2 million for the year ended December 31, 2012.  This is an increase of 0.7% over the $37.9 million reported for 2011.  Net interest income for 2011 increased 12.1% over the $33.8 million reported for 2010.  The net interest margin decreased 25 basis points to 3.47% in 2012.  The net interest margin is calculated by dividing tax equivalent net interest income by total average earning assets.  Because a portion of interest income earned by the Company is nontaxable, the tax equivalent net interest income is considered in the calculation of this ratio.  Tax equivalent net interest income is calculated by adding the tax benefit realized from interest income that is nontaxable to total interest income then subtracting total interest expense.  The tax rate utilized in calculating the tax benefit for each of 2012, 2011 and 2010 is 34%.  The reconciliation of tax equivalent net interest income, which is not a measurement under accounting principles generally accepted in the United States, to net interest income is reflected in the table below.


Reconciliation of Net Interest Income to
Tax-Equivalent Income
   
For the Year Ended December 31,
(in thousands)
  
2012
  
2011
  
2010
GAAP measures:
            
Interest Income - Loans
  
$
37,895
    
$
39,392
    
$
40,548
  
Interest Income - Investments & Other
  
9,128
    
9,244
    
7,483
  
Interest Expense - Deposits
  
6,916
    
8,867
    
12,033
  
Interest Expense - Other Borrowings
  
1,908
    
1,824
    
2,142
  
Total Net Interest Income
  
$
38,199
    
$
37,945
    
$
33,856
  
Plus:
            
NON-GAAP measures:
            
Tax Benefit Realized on:
            
Non-taxable interest income - municipal securities
  
$
1,238
    
$
1,217
    
$
1,296
  
Non-taxable interest income - loans
  
3
    
—
    
—
  
Total Tax Benefit Realized on Non-Taxable Interest Income
  
$
1,241
    
$
1,217
    
$
1,296
  
Total Tax Equivalent Net Interest Income
  
$
39,440
    
$
39,162
    
$
35,152
  

The increase in net interest income in 2012 primarily resulted from an increase in earning assets and reduced funding costs, partially offset by a decrease in yields on earning assets. Interest income and fees from loans and investments decreased 3.3% during 2012. The cost of interest bearing liabilities in 2012 decreased to 0.95%, down 26 basis points relative to 2011.

The yield on the loan portfolio decreased 46 basis points in 2012 to 5.01% versus 2011, as a result of lower yields on newly originated loans as well as a reduction in rates for existing loans on the balance sheet hat the Company refinanced during 2012.  On average, the loan portfolio increased by $35.3 million or 4.9% from the year ended December 31, 2011. Interest income from loans decreased $1.5 million or 3.8% from the year ended December 31, 2011. The average balance in the securities portfolio increased by $36.7 million in 2012, while the tax-equivalent yield decreased 44 basis points to 3.15%.

The average balance of interest bearing accounts (interest bearing checking, savings and money market accounts) increased 9.4% to $493.0 million at December 31, 2012, as a result of strong growth in both business and retail deposit accounts.  The cost of such funding decreased 28 basis points over the year ended December 31, 2011.  The average balance of interest bearing checking increased 9.5% with a corresponding cost decrease of 25 basis points.  The average balances in total time deposits was unchanged in 2012 while the cost of those deposits decreased 27 basis points.  The decrease in the average balance of  time deposits greater than $100,000 was $7.1 million.  These deposits typically have a higher cost when compared to all other interest bearing deposits and do not include brokered certificates of deposit.

During 2012, non-deposit interest bearing liabilities increased on average by $2.5 million.  The Company decreased its average short-term borrowings by $830,000 or 8.7% from the year ended December 31, 2011.  The Company increased its average FHLB advances and other debt by $2.3 million or 2.9% over the year ended December 31, 2011.  Total interest expense for 2012 was $8.8 million, a decrease of $1.9 million compared to the total interest expense for 2011. The cost of interest-bearing liabilities decreased 26 basis points from the year ended December 31, 2011,primarily due to reductions in rates for retail deposits as well as a reduction in wholesale borrowings, including brokered Certificates of Deposit that matured or were called by the Company in 2012.

The net interest margin was 3.47% in 2012. Management believes that the net interest margin could compress further during 2013.  Based on conservative internal interest rate risk models and the assumption of a sustained low rate environment, the Company expects net interest income to trend downward slightly throughout the next 12 months as loan related assets reprice and the decline in funding costs slows. It is anticipated that targeted growth in earning assets and liability repricing opportunities will help mitigate the above mentioned impact to the Company’s net interest margin.  The Asset/Liability Management Committee continues to focus on various strategies to maintain the net interest margin.

The following table analyzes changes in net interest income attributable to changes in the volume of interest-bearing assets and liabilities compared to changes in interest rates.  The change in interest due to both volume and rate has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.  Non-accruing loans are included in the average outstanding loans.
 


Volume and Rate Analysis
(Tax Equivalent Basis)
(Years Ended December 31)
 
   
2012 vs. 2011
Increase (Decrease) Due
to Changes in:
      
2011 vs. 2010
Increase (Decrease) Due
to Changes in:
    
   
(In Thousands)
   
Volume
  
Rate
  
Total
  
Volume
  
Rate
  
Total
Earning Assets:
                        
Securities:
                        
Taxable
  
$
3,630
    
$
(3,800
)
  
$
(170
)
  
$
2,111
    
$
(178
)
  
$
1,933
  
Tax-exempt (1)
  
248
    
(186
)
  
62
    
(181
)
  
(49
)
  
(230
)
Loans:
                        
Taxable
  
2,150
    
(3,652
)
  
(1,502
)
  
799
    
(1,955
)
  
(1,156
)
Tax-exempt (1)
  
8
    
—
    
8
    
—
    
—
    
—
  
Interest bearing deposits in other
                        
financial institutions
  
23
    
(9
)
  
14
    
(11
)
  
(10
)
  
(21
)
Total earning assets
  
$
6,059
    
$
(7,647
)
  
$
(1,588
)
  
$
2,718
    
$
(2,192
)
  
$
526
  
Interest-Bearing Liabilities:
                        
Interest checking
  
$
202
    
$
(814
)
  
$
(612
)
  
$
97
    
$
(508
)
  
$
(411
)
Regular savings deposits
  
71
    
(404
)
  
(333
)
  
176
    
(218
)
  
(42
)
Money market deposits
  
34
    
(183
)
  
(149
)
  
51
    
(125
)
  
(74
)
Time deposits
          
—
            
—
  
$100,000 and over
  
138
    
(357
)
  
(219
)
  
(567
)
  
(1,312
)
  
(1,879
)
Under $100,000
  
(141
)
  
(497
)
  
(638
)
  
336
    
(1,096
)
  
(760
)
Total interest bearing deposits
  
$
304
    
$
(2,255
)
  
$
(1,951
)
  
$
93
    
$
(3,259
)
  
$
(3,166
)
Short-term borrowings
  
$
(24
)
  
$
98
    
$
74
    
$
(31
)
  
$
(44
)
  
$
(75
)
Securities sold under agreement
                        
to repurchase
  
9
    
30
    
39
    
68
    
20
    
88
  
FHLB Advances and other debt
  
37
    
(65
)
  
(28
)
  
726
    
(1,057
)
  
(331
)
Federal funds purchased
  
—
    
—
    
—
    
—
    
—
    
—
  
Total interest bearing
                        
Liabilities
  
$
326
    
$
(2,192
)
  
$
(1,866
)
  
$
856
    
$
(4,340
)
  
$
(3,484
)
Change in net interest income
  
$
5,733
    
$
(5,455
)
  
$
278
    
$
1,862
    
$
2,148
    
$
4,010
  
_______________
(1)           Income and yields are reported on tax equivalent basis assuming a federal tax rate of 34%.

Provision for Loan Losses

The Company’s loan loss provision during 2012 and 2011 was $3.4 million and $2.9 million, respectively.  The Company is committed to making loan loss provisions that maintain an allowance that adequately reflects the risk inherent in the loan portfolio.  This commitment is more fully discussed in the “Allowance for loan losses” section below.

Non-interest Income

Non-interest income has been and will continue to be an important factor for increasing profitability.  Management recognizes this and continues to review and consider areas where non-interest income can be increased.  Non-interest income includes fees generated by the commercial and retail banking segment, the wealth management segment and the mortgage banking segment of the Company.  Non-interest income (excluding securities gains and losses and impairment losses) was $29.0 million for the year ended December 31, 2012 compared to $19.5 million for 2011.  The increase in non-interest income were largely the result of increases in gain-on-sale of mortgage loans as loan originations from our mortgage subsidiary increased in 2012 compared to 2011.

 
Service charges, which include deposit fees and certain loan processing fees, increased 7.5% to $2.7 million for the year ended December 31, 2012, compared to $2.5 million for the year ended December 31, 2011.

Income from the wealth management segment is produced by Middleburg Trust Company and the investment services department of Middleburg Bank.  Middleburg Trust Company produced fees that increased 2.8% to $3.8 million for the year ended December 31, 2012, compared to $3.6 million for the same period in 2011.  Assets under management at Middleburg Trust Company were at $1.3 billion at December 31, 2012, compared to $1.2 billion at December 31, 2011.  Middleburg Bank holds a large portion of its investment portfolio in custody with Middleburg Trust Company. Commissions on investment services fees from the investment services department of Middleburg Bank increased to $518,000 for the year ended December 31, 2012, compared to $393,000 for the year ended December 31, 2011.

The revenues, expenses, assets and liabilities of Southern Trust Mortgage for the year ended December 31, 2012 are reflected in the Company’s financial statements on a consolidated basis, with the proportionate share of Southern Trust Mortgage’s income not owned by the Company reported as “Net income (loss) attributable to non-controlling interest”.  Accordingly, gains on mortgages held for sale of $21.0 million and fees on mortgages held for sale of $186,000 generated by Southern Trust Mortgage for the year ended December 31, 2012, are being reported as part of the consolidated Non-interest income.  For the year ended December 31, 2012, Southern Trust Mortgage funded $946 million in loans, compared to $682 million in loans for the year ended 2011.  Refinances were the  largest share of loans that were funded in 2012. During 2012, Southern Trust Mortgage continued to address problem loans through charge-offs and increases in the allowance for loan losses in anticipation of additional charge-offs.  The majority of the problem loans are due to credit risk in their remaining construction portfolio and early payment defaults of loans sold to investors, both of which are issues facing mortgage bankers in the current economic climate.  Southern Trust Mortgage continues to analyze the problem loans and its construction portfolio as well as refine its methodology to estimate the expected loss and required reserve.

Income earned from Middleburg Bank’s $16.5 million investment in Bank Owned Life Insurance (BOLI) contributed $459.000 to total other income for the year ended December 31, 2012.  The Company purchased BOLI  to help subsidize increasing employee benefit costs and expenses related to the restructuring of its supplemental retirement plans.

The Company had net realized gains of $445,000 from sales of securities for the year ended December 31, 2012, compared to $460,000 for the year ended December 31, 2011. Additionally, $25,000 in losses related to other-than-temporary impairment on trust-preferred securities were recognized in  2011. There were no losses related to other-than-temporary impairment in 2012.

Other operating income increased by $117,000 to $343,000 for the year ended December 31, 2012, compared to the same period in 2011.  Other operating income includes equity earnings recognized by Southern Trust Mortgage from its investments in several mortgage partnerships and equity earnings recognized by Middleburg Bank Service Corporation from its equity investments.



 
Non-interest Income
(Years Ended December 31)
 
   
2012
  
2011
  
2010
   
(In thousands)
Service charges, commissions and fees
  
$
2,738
    
$
2,547
    
$
2,351
  
Trust services income
  
3,751
    
3,636
    
3,335
  
Commission on investment sales
  
518
    
393
    
344
  
Gains on loans held for sale
  
21,014
    
11,906
    
11,945
  
Fees on mortgages held for sale
  
186
    
333
    
1,881
  
Bank-owned life insurance
  
459
    
486
    
503
  
Other operating income
  
343
    
226
    
390
  
Non-interest income
  
$
29,009
    
$
19,527
    
$
20,749
  
Gains (Losses) on securities available for sale, net, and impairment losses
  
445
    
435
    
(237
)
Total non-interest income
  
$
29,454
    
$
19,962
    
$
20,512
  

Non-interest Expense

Non-interest expense increased 10.8% to $54.3 million for the year ended December 31, 2012, compared to $49.0 million for 2011.  When taken as a percentage of total average assets for the year ended December 31, 2012, the expense was 4.5% of total average assets, down from 4.9% for the same period in 2011.

Salaries and employee benefits increased $3.0 million to $30.4 million when comparing the year ended December 31, 2012 to  2011, primarily due to addition of employees at our mortgage subsidiary.   

Net occupancy and equipment expenses increased 4.4% to $7.1 million for the year ended December 31, 2012, compared to $6.7 million for the same period in 2011.  The increase was largely due to the costs associated with the opening of the full service facility in Richmond.

Advertising expense increased 45.4% in 2012 to $2.0 million compared to $1.4 million in 2011.  The increase was largely due to increased advertising expenses at Southern Trust Mortgage, our mortgage subsidiary.

Computer operations expense increased 4.7% to $1.6 million for the year ended December 31, 2012 compared to the year ended December 31, 2011.

Expense relating to other real estate owned increased by 6.1% to $2.7 million for the year ended December 31, 2012 compared to $2.6 million for the year ended December 31, 2011.

Other tax expense increased 0.1% to $813,000 for the year ended December 31, 2012 compared to $812,000 for the year ended December 31, 2011 primarily due to an increase in state franchise taxes.

FDIC expense decreased to $1.1 million for the year ended December 31, 2012 compared to $1.3 million for the year ended December 31, 2011, primarily due to a change in the assessment base of premiums. Beginning April 1, 2011, an institution’s assessment base became consolidated total assets less its average tangible equity as defined by the FDIC.  In the first quarter of 2011, the assessment base was total deposits, which resulted in higher FDIC expenses. .

 






Non-interest Expenses
(Years Ended December 31)
 
 
2012
  
2011
  
2010
 
(In thousands)
Salaries and employee benefits
$
30,417
    
$
27,373
    
$
24,103
  
Net occupancy and equipment expense
7,050
    
6,748
    
6,249
  
Advertising
2,034
    
1,399
    
1,071
  
Computer operations
1,572
    
1,501
    
1,324
  
Other real estate owned
2,721
    
2,564
    
2,468
  
Other taxes
813
    
812
    
798
  
Federal Deposit Insurance Corporation expense
1,050
    
1,260
    
1,907
  
Other operating expenses
8,602
    
7,354
    
9,331
  
Total
$
54,259
    
$
49,011
    
$
47,251
  

Income Taxes

Reported income tax expense was $2.0 million for the year ended December 31, 2012, compared to income tax expense of $1.4 million for the year ended December 31, 2011.  The effective tax rate for 2012 was 19.8% compared to 22.4% in 2011 and (52.4%) in 2010.  Note 10 of the Company’s Consolidated Financial Statements provides a reconciliation between the amount of income tax expense computed using the federal statutory rate and the Company’s actual income tax expense.  

Summary of Financial Results by Quarter

The following table summarizes the major components of the Company’s results of operations for each quarter of the last three fiscal years.

 
2012 Quarter Ended
Dollars in thousands except per share data
March 31
  
June 30
  
September 30
  
December 31
Net interest income
$
9,771
    
$
9,658
    
$
9,217
    
$
9,553
  
Net interest income after provision
              
for loan losses
8,979
    
8,928
    
8,582
    
8,272
  
Other income
5,844
    
7,023
    
8,154
    
7,988
  
Net securities gains (losses)
140
    
148
    
164
    
(7
)
Other expense
13,314
    
13,311
    
13,836
    
13,798
  
Income before income taxes
1,649
    
2,788
    
3,064
    
2,455
  
Net income
1,233
    
2,190
    
2,499
    
2,068
  
Net (income) loss attributable to
              
non-controlling interest
349
    
(421
)
  
(785
)
  
(647
)
Net income attributable to Middleburg
              
Financial Corporation
1,582
    
1,769
    
1,714
    
1,421
  
Diluted earnings per common share
$
0.23
    
$
0.25
    
$
0.24
    
$
0.20
  
Dividends per common share
0.05
    
0.05
    
0.05
    
0.05
  

 
 
2011 Quarter Ended
Dollars in thousands except per share data
March 31
  
June 30
  
September 30
  
December 31
Net interest income
$
9,035
    
$
9,395
    
$
9,556
    
$
9,959
  
Net interest income after provision
              
for loan losses
8,581
    
8,308
    
8,532
    
9,640
  
Other income
4,869
    
5,937
    
7,500
    
7,603
  
Net securities gains and impairment losses
34
    
87
    
120
    
194
  
Other expense
12,170
    
12,953
    
14,077
    
16,193
  
Income before income taxes
1,314
    
1,379
    
2,075
    
1,244
  
Net income
997
    
1,078
    
1,621
    
966
  
Net (income) loss attributable to
              
non-controlling interest
230
    
121
    
(223
)
  
170
  
Net income attributable to Middleburg
              
Financial Corporation
1,227
    
1,199
    
1,398
    
1,136
  
Diluted earnings per common share
$
0.18
    
$
0.17
    
$
0.20
    
$
0.16
  
Dividends per common share
0.05
    
0.05
    
0.05
    
0.05
  


 
2010 Quarter Ended
Dollars in thousands except per share data
March 31
  
June 30
  
September 30
  
December 31
Net interest income
$
8,456
    
$
8,432
    
$
7,958
    
$
9,010
  
Net interest income (loss) after provision
              
for loan losses
7,527
    
7,141
    
(1,172
)
  
8,355
  
Other income
4,717
    
6,191
    
7,335
    
7,997
  
Net securities gains (losses) and impairment losses
355
    
(134
)
  
(438
)
  
(20
)
Other expense
11,943
    
12,266
    
14,387
    
14,146
  
Income (loss) before income taxes
656
    
932
    
(8,662
)
  
2,186
  
Net income (loss)
569
    
857
    
(5,365
)
  
1,613
  
Net (income) loss attributable to
              
non-controlling interest
245
    
(133
)
  
(423
)
  
(51
)
Net income (loss) attributable to Middleburg
              
Financial Corporation
814
    
724
    
(5,788
)
  
1,562
  
Diluted earnings (loss) per common share
$
0.12
    
$
0.10
    
$
(0.83
)
  
$
0.23
  
Dividends per common share
0.10
    
0.10
    
0.10
    
0.05
  

Financial Condition

Assets, Liabilities and Shareholders Equity

The Company’s total assets were $1.2 billion at December 31, 2012, an increase of $43.9 million or 3.7% compared to $1.2 billion as of December 31, 2011.  Securities increased $11.2 million or 3.6% from 2011 to 2012.  Loans, net of allowance for loan losses and deferred loan costs, increased by $38.4 million or 5.8% from 2011 to 2012.  Total liabilities were $1.1 billion as of December 31, 2012, compared to $1.1 billion as of December 31, 2011.  Total shareholders’ equity at year end 2012 and 2011 was $113.9 million and $105.9 million, respectively.
 

Loans

The Company’s loan portfolio is its largest and most profitable component of earning assets, totaling 69.7% of average earning assets.  The Company places great focus on originating and maintaining high credit quality loans.  In 2012, the tax equivalent yield on loans was 5.01% while non-accrual loans and loans past due more than 90 days and still accruing was 3.00% of average loans.  The Company continues to focus on loan portfolio quality and diversification as a means of increasing earnings.  Total loans were $791.6 million at December 31, 2012, an increase of 3.6% from the December 31, 2011 total of $763.9 million million.  Total loans increased 6.3% from $718.7 million at December 31, 2010 to $763.9 million at December 31, 2011.  The portfolio loan to deposit ratio (excluding loans held for sale) increased slightly to 72.3% at December 31, 2012, compared to 72.2% at December 31, 2011 and decreased from 74.1% at December 31, 2010.

Loan Portfolio
(At December 31)
 
Dollars in thousands
2012
  
2011
  
2010
  
2009
  
2008
Commercial, financial and agricultural
$
118,573
    
$
94,427
    
$
56,385
    
$
43,331
    
$
44,127
  
Real estate construction
50,218
    
42,208
    
68,110
    
73,019
    
105,717
  
Real estate mortgage
                  
Residential (1-4 family)
207,040
    
187,134
    
191,969
    
209,735
    
216,034
  
Home equity lines
53,580
    
49,626
    
50,651
    
56,828
    
54,974
  
Non-farm, non-residential (1)
254,930
    
275,428
    
268,262
    
241,903
    
230,153
  
Secured by farmland
11,876
    
10,047
    
11,532
    
2,491
    
2,522
  
Mortgages held for sale
82,114
    
92,514
    
59,361
    
45,010
    
40,301
  
Consumer
13,260
    
12,523
    
12,403
    
16,972
    
18,868
  
Total loans
791,591
    
763,907
    
718,673
    
689,289
    
712,696
  
Less: Allowance for loan losses
14,311
    
14,623
    
14,967
    
9,185
    
10,020
  
Net loans
$
777,280
    
$
749,284
    
$
703,706
    
$
680,104
    
$
702,676
  
____________
 
(1)
This category generally consists of commercial and industrial loans where real estate constitutes a source of collateral.

At December 31, 2012, residential real estate (1-4 family) portfolio loans constituted 26.2% of total loans and increased $19.9 million during the year.  Real estate construction loans consist primarily of pre-sold 1-4 family residential loans along with a marginal amount of commercial construction loans.  Real estate construction loans constituted 6.3% of total loans and increased approximately $8.0 million during 2012.  The Company’s one time closing construction/permanent loan product competes successfully in a high growth market like Loudoun County because the Company is local and can respond quickly to inspections and construction draw requests.  Non-farm, non-residential real estate loans are typically owner-occupied commercial buildings.  Non-farm, non-residential loans represented 32.2% of the total loan portfolio at December 31, 2012 representing a decrease of $20.5 million.  Home equity lines and agricultural real estate loans were 6.8% and 1.5% of total loans, respectively, at December 31, 2012.

The Company’s commercial, financial and agricultural loan portfolio consists of secured and unsecured loans to small businesses.  At December 31, 2012, these loans comprised 14.9% of the total loan portfolio.  This portfolio increased 25.6% during 2012 to $118.6 million.  Consumer installment loans primarily consist of unsecured installment credit and account for 1.7% of the total loan portfolio.

Consistent with its focus on providing community-based financial services, the Company generally does not extend loans outside its principal market area.  The Company’s market area for its lending services encompasses Fairfax, Fauquier and Loudoun Counties as well as the Town of Williamsburg and the City of Richmond, where it operates full service financial centers.

The Company’s unfunded loan commitments totaled $78.3 million at December 31, 2012 and $92.0 million at December 31, 2011.   At December 31, 2012, the Company had no concentration of loans in any one industry in excess of 10% of its total loan portfolio.  However, because of the nature of the Company’s market, loan collateral is predominantly real estate.

 
The following table reflects the maturity distribution of selected loan categories:

Remaining Maturities of Selected Loan Categories
(At December 31, 2012)
(In thousands)


 
Commercial, Financial and Agricultural
  
Real Estate Construction
Within 1 year
$
10,452
    
$
28,207
  
Variable Rate:
      
1-5 years
18,022
    
6,424
  
After 5 years
24,598
    
—
  
Total
42,620
    
6,424
  
Fixed Rate:
      
1-5 years
14,886
    
15,587
  
After 5 years
50,615
    
—
  
Total
$
65,501
    
$
15,587
  
Total Maturities
$
118,573
    
$
50,218
  

Asset Quality

The Company has policies and procedures designed to control credit risk and to maintain the quality of its loan portfolio.  These include underwriting standards for new originations and ongoing monitoring and reporting of asset quality and adequacy of the allowance for loan losses.  There were $37.8 million in total non-performing assets, which consist of loans more than 90 days past due and still accruing, non-accrual loans, restructured loans and foreclosed property at December 31, 2012.  This is a decrease of $1.2 million when compared to the December 31, 2011 balance of  $39.0 million.  Foreclosed property at Middleburg Bank increased 16.3% to $9.9 million at December 31, 2012, compared to $8.5 million at December 31, 2011.  Loans more than 90 days past due still accruing were $1.0 million at December 31, 2012 compared to $1.2 million  at December 31, 2011.

Non-performing Assets

Loans are placed on non-accrual status when collection of principal and interest is doubtful, generally when a loan becomes 90 days past due.  There are three negative implications for earnings when a loan is placed on non-accrual status.  First, all interest accrued but unpaid at the date that the loan is placed on non-accrual status is either deducted from interest income or written off as a loss.  Second, accruals of interest are discontinued until it becomes certain that both principal and interest can be repaid.  Finally, there may be actual losses that require additional provisions for loan losses to be charged against earnings.  For real estate loans, upon foreclosure, the balance of the loan is transferred to “Other Real Estate Owned” (“OREO”) and carried at fair market value of the property based on current appraisals and other current market trends, less selling costs.  If a write down of the OREO property is necessary at the time of foreclosure, the amount is charged-off against the allowance for loan losses.  A review of the recorded property value is performed in conjunction with normal loan reviews, and if market conditions indicate that the recorded value exceeds the fair market value, additional write downs of the property value are charged directly to operations.


 
Nonperforming Assets
Middleburg Financial Corporation
December 31,
 
2012
  
2011
  
2010
  
2009
  
2008
 
(In thousands)
Nonperforming assets:
                  
Nonaccrual loans
$
21,664
    
$
25,346
    
$
29,386
    
$
8,606
    
$
6,890
  
Restructured loans (1)
5,132
    
3,853
    
1,254
    
2,096
    
—
  
Accruing loans greater than
                  
90 days past due
1,044
    
1,233
    
909
    
908
    
1,117
  
                   
Total nonperforming loans
$
27,840
    
$
30,432
    
$
31,549
    
$
11,610
    
$
8,007
  
                   
Foreclosed property
9,929
    
8,535
    
8,394
    
6,511
    
7,597
  
                   
Total Nonperforming assets
$
37,769
    
$
38,967
    
$
39,943
    
$
18,121
    
$
15,604
  
                   
Allowance for loan losses
$
14,311
    
$
14,623
    
$
14,967
    
$
9,185
    
$
10,020
  
                   
Nonperforming loans to
                  
period end portfolio loans
3.92
%
  
4.53
%
  
4.79
%
  
1.80
%
  
1.19
%
                   
Allowance for loan losses
                  
to nonperforming loans
51.40
%
  
48.05
%
  
47.44
%
  
79.11
%
  
125.14
%
                   
Nonperforming assets to
                  
period end assets
3.05
%
  
3.27
%
  
3.62
%
  
1.86
%
  
1.58
%

(1)
Amount reflects restructured loans that are not included in nonaccrual loans.
 
Nonperforming loans decreased $2.6 million, or 8.5%, from December 31, 2011 to December 31, 2012 while the allowance for loan losses balance decreased $312,000, or 2.1%, during the same period.  

The allowance for loan losses was 51.4% of non-performing loans at December 31, 2012.  At December 31, 2011 and 2010 the allowance for loan losses was 48% and 47% of non-performing loans, respectively. Management evaluates non-performing loans relative to their collateral value and makes appropriate reductions in the carrying value of those loans based on that review.

During 2012 and 2011, approximately $1.4 million and $1.5 million, respectively, in additional interest income would have been recorded if the Company’s non-accrual loans had been current and in accordance with their original terms.

Included in the “Nonperforming Assets” table above are troubled debt restructurings (“TDRs”) that were classified as impaired.  The total balance of TDRs at December 31, 2012 was $12.0 million of which $6.9 million were included in the Company’s non-accrual loan totals at that date and $5.1 million represented loans performing as agreed to the restructured terms. This compares with $11.2 million in total restructured loans at December 31, 2011, an increase of $800,000 or 7.14 percent.  The amount of the valuation allowance related to TDRs was $2.0 million and $1.7 million as of December 31, 2012 and 2011, respectively.
 
The $6.9 million in nonaccrual TDRs as of December 31, 2012 is comprised of $69,000 in real estate construction loans, $2.2 million in 1-4 family real estate loans. and $4.6 million in other real estate loans.  The $5.1 million in TDRs which were performing as agreed under restructured terms as of December 31, 2012 is comprised of $220,000 in commercial loans, $108,000 in real estate construction loans, $2.0 million in 1-4 family real estate loans, and $2.7 million in other real estate loans.  The Company considers all loans classified as TDRs to be impaired as of December 31, 2012.
 
 
The Company requires six timely consecutive monthly payments be made and that future payments are reasonably insured, before a restructured loan that has been placed on non-accrual can be returned to accrual status.  No restructured loans were charged off during the year ended December 31, 2012.  The Company does not utilize formal modification programs or packages when loans are considered for restructuring.  Any loan restructuring is based on the borrower’s circumstances and may include modifications to more than one of the terms and conditions of the loan.

The Company’s accounting policy for foreclosed property does not provide for or allow any allowance for loan loss provision subsequent to the reclassification event which writes the loan down to fair value when moved into foreclosed property.

The Company has not performed any commercial real estate or other type of loan workout whereby the existing loan would have been structured into multiple new loans.
 
Allowance For Loan Losses

For a discussion of the Company’s accounting policies with respect to the allowance for loan losses, see “Critical Accounting Policies – Allowance for Loan Losses” above.

The following table depicts the transactions, in summary form, that occurred to the allowance for loan losses in each year presented:
 

Allowance for Loan Losses
                  
 
Years Ended December 31,
 
2012
  
2011
  
2010
  
2009
  
2008
 
(In Thousands)
Balance, beginning of year 
$
14,623
    
$
14,967
    
$
9,185
    
$
10,020
    
$
7,093
  
Provision for loan losses 
3,438
    
2,884
    
12,005
    
4,551
    
5,261
  
Southern Trust Mortgage consolidation
—
    
—
    
—
    
—
    
1,238
  
Charge-offs: 
                  
Real estate loans:
                  
Construction 
2,152
    
467
    
1,226
    
836
    
2,131
  
Secured by 1-4 family residential
893
    
2,062
    
3,256
    
3,205
    
233
  
Other real estate loans
760
    
438
    
460
    
375
    
—
  
Commercial loans
394
    
180
    
942
    
343
    
511
  
Consumer loans 
72
    
318
    
500
    
725
    
744
  
Total charge-offs  
$
4,271
    
$
3,465
    
$
6,384
    
$
5,484
    
$
3,619
  
Recoveries:
                  
Real estate loans:
                  
Construction 
$
2
    
$
29
    
$
—
    
$
—
    
$
9
  
Secured by 1-4 family residential
388
    
41
    
37
    
9
    
—
  
Other real estate loans 
86
    
98
    
4
    
—
    
—
  
Commercial loans
12
    
41
    
68
    
21
    
2
  
Consumer loans 
33
    
28
    
52
    
68
    
36
  
Total recoveries
$
521
    
$
237
    
$
161
    
$
98
    
$
47
  
Net charge-offs
$
3,750
    
$
3,228
    
$
6,223
    
$
5,386
    
$
3,572
  
Balance, end of year
$
14,311
    
$
14,623
    
$
14,967
    
$
9,185
    
$
10,020
  
Ratio of allowance for loan losses
                  
  to portfolio loans outstanding at end of period  
2.02
%
  
2.18
%
  
2.27
%
  
1.43
%
  
1.49
%
Ratio of net charge offs to average
                  
portfolio loans outstanding during the period
0.54
%
  
0.49
%
  
0.95
%
  
0.82
%
  
0.53
%


The allowance for loan losses was $14.3 million at December 31, 2012, a decrease of $300,000 from $14.6 million at December 31, 2011.  The ratio of the allowance for loan losses to total portfolio loans outstanding was 2.02% at December 31, 2012 compared to 2.18% at December 31, 2011.  In 2012, the Company’s net charge-offs increased $523,000 from the previous year’s net charge-offs of $3.2 million.  Net charge-offs as a percentage of average portfolio  loans were 0.54% and 0.49% for 2012 and 2011, respectively.  The provision for loan losses was $3.4 million for 2012 and $2.9 million for 2011.

The following table shows the balance and percentage of the Company’s allowance for loan losses allocated to each major category of loan:

Allocation of Allowance for Loan Losses
(At December 31)
(In Thousands)
 
 
Commercial, Financial,
Agricultural
  
Real Estate Construction
  
Real Estate Mortgage
  
Consumer
  
 
Balance
% Total Loans
Balance
% Total Loans
Balance
% Total Loans
Balance
% Total Loans
2012
2,233
  
18.39
%
1,258
  
7.08
%
10,624
  
72.67
%
196
  
1.87
%
2011
1,731
  
15.56
%
897
  
6.29
%
11,850
  
76.29
%
145
  
1.87
%
2010
1,162
  
5.40
%
4,684
  
16.80
%
8,736
  
74.54
%
385
  
3.26
%
2009
819
  
6.73
%
2,087
  
11.35
%
6,038
  
79.28
%
241
  
2.64
%
2008
911
  
6.57
%
3,245
  
15.75
%
5,292
  
74.87
%
572
  
2.81
%

The Company has allocated the allowance according to the amount deemed reasonably necessary to provide for the possibility of losses being incurred within each of the above categories of loans.  The allocation of the allowance as shown in the table above should not be interpreted as an indication that loan losses in future years will occur in the same proportions that they may have in prior years or that the allocation indicates future loan loss trends.  Additionally, the proportion allocated to each loan category is not the total amount that may be available for the future losses that could occur within such categories since the total allowance is a general allowance applicable to the total portfolio.

Securities

The Company manages its investment securities portfolio consistent with established policies that include guidelines for earnings, rate sensitivity, liquidity and pledging needs.  The Company holds bonds issued from the Commonwealth of Virginia and its political subdivisions with an aggregate market value of $10.7 million at December 31, 2012.  The aggregate holdings of these bonds approximate 9.2% of the Company’s shareholders’ equity.

The Company accounts for securities under applicable accounting standards.  These standards require classification of investments into three categories, “held to maturity” (“HTM”), “available for sale” (“AFS”), or “trading,” as further defined in Note 1 to the Company’s Consolidated Financial Statements.  The Company does not maintain a trading account and has classified no securities in this category.  HTM securities are required to be carried on the financial statements at amortized cost.  The Company does not classify any securities as HTM for the periods presented.  AFS securities are carried on the financial statements at fair value.  The unrealized gains or losses, net of deferred income taxes, are reflected in shareholders’ equity.  The HTM classification places restrictions on the Company’s ability to sell securities or to transfer securities into the AFS classification.

The Company holds in its loan and securities portfolios investments that adjust or float according to changes in “prime” lending rate.  These holdings are not considered speculative but instead necessary for good asset/liability management.

The carrying value of the securities portfolio was $319.5 million at December 31, 2012, an increase of $11.2 million or 3.6% from the carrying value of $308.2 million at December 31, 2011.  The unrealized losses on the AFS securities were $1.2 million at December 31, 2012.  These losses were offset by the December 31, 2012 unrealized gains of $11.4 million.  The net market value gain at December 31, 2012 is reflective of the continued decline in market interest rates.  The net unrealized gain on the AFS securities was $10.3 million at December 31, 2012.

Investment Securities Portfolio
(Years Ended December 31)

The carrying values of securities available for sale at the dates indicated were as follows:
 
 
2012
  
2011
  
2010
 
(In thousands)
U.S. Government agency securities
$
15,822
    
$
9,343
    
$
4,649
  
State and political subdivision obligations
78,300
    
67,542
    
59,140
  
Mortgage-backed securities
182,522
    
205,276
    
178,385
  
Other securities
42,813
    
26,081
    
9,868
  
 
$
319,457
    
$
308,242
    
$
252,042
  

Mortgage-backed securities made up 57.4% and 71.7% of the securities portfolio on December 30, 2012 and 2011, respectively.  Securities with maturities greater than five years totaled $286.7 million, of which $182.5 million or 63.7% were mortgage-backed securities with a weighted average yield of 3.14%.  The securities portfolio represented approximately 28.1% of the average earning assets of the Company.  For that reason, it is managed primarily to provide superior returns without sacrificing interest rate, market and credit risk.  Secondarily, through the asset/liability process, the Company considers the securities portfolio as a liquidity source in the event that funding is needed quickly within a 30-day period of time.

In 2012, there were no losses related to other-than-temporary impairment (OTTI). Losses of $25,000 and $1.1 million related to other-than-temporary impairment on trust-preferred securities were recognized in 2011 and 2010 respectively.  At December 31, 2012, there were no trust preferred securities in the Company's investment portfolio.

Maturity Distribution and Yields of Investment Securities
Taxable-Equivalent Basis
(At December 31, 2012)
 
 
Due in 1 year
    
Due after 1 year
    
Due after 5 years
    
Due after 10 years
          
 
or less
    
through 5 years
    
through 10 years
    
and Equities
    
Total
  
Dollars in thousands
Amount
  
Yield
  
Amount
  
Yield
  
Amount
  
Yield
  
Amount
  
Yield
  
Amount
  
Yield
                 
(Dollars in thousands)
                  
Securities available for sale
                                      
U.S. government agency securities
$
584
    
3.45
%
  
$
7,863
    
2.31
%
  
$
4,776
    
3.24
%
  
$
2,599
    
3.76
%
  
$
15,822
    
3.46
%
Mortgage-backed securities
—
    
—
    
276
    
3.88
%
  
9,821
    
3.21
%
  
172,690
    
3.14
%
  
182,787
    
3.14
%
Other (2)
—
    
—
    
9,460
    
3.14
%
  
16,091
    
3.52
%
  
29,987
    
3.62
%
  
55,538
    
3.93
%
Total taxable
584
    
3.45
%
  
17,599
    
2.96
%
  
30,688
    
3.43
%
  
205,276
    
3.17
%
  
254,147
    
3.21
%
Tax-exempt securities (1)
3,518
    
5.59
%
  
11,055
    
5.64
%
  
20,877
    
6.01
%
  
29,860
    
6.03
%
  
65,310
    
6.02
%
Total securities (3)
$
4,102
    
5.29
%
  
$
28,654
    
3.56
%
  
$
51,565
    
3.80
%
  
$
235,136
    
3.78
%
  
$
319,457
    
3.79
%
 
(1)
Yields on tax-exempt securities, which includes tax-exempt obligations of states and political subdivisions have been computed on a tax-equivalent basis assuming a federal tax rate of 34%.
(2)
Includes corporate bonds, equity securities, asset-backed securities and taxable obligations of states and political subdivisions.
(3)
Amounts exclude Federal Reserve Stock of $1.7 million and Federal Home Loan Bank Stock of $5.3 million.
 
 
Goodwill

The Company evaluated the carrying value of its goodwill related to Southern Trust Mortgage as of December 31, 2012 and determined that there was no goodwill impairment.  As of December 31, 2012, the carrying value of goodwill related to Middleburg Trust Company was also evaluated. It was determined that there was no goodwill impairment.

Deposits

Deposits continue to be an important funding source and primary supply of the Company’s growth.  The Company’s strategy has been to increase its core deposits at the same time that it is controlling its cost of funds.  The maturation of the branch network, as well as increased advertising campaigns and bank mergers, have contributed to the significant growth in deposits over the last several years.  By monitoring interest rates within the local market and that of alternative funding sources, the Company is able to price the deposits effectively to develop a core base of deposits in each market.

The following table is a summary of average deposits and average rates paid on those deposits:

Average Deposits and Rates Paid
(Years Ended December 31)


 
2011
  
2010
  
2009
 
Amount
  
Rate
  
Amount
  
Rate
  
Amount
  
Rate
 
(Dollars in thousands)
  
Non-interest-bearing deposits
$
130,565
        
$
120,475
        
$
107,936
      
Interest-bearing accounts:
                      
Interest checking
294,660
    
0.64
%
  
283,294
    
0.81
%
  
251,781
    
1.23
%
Regular savings
96,725
    
0.71
%
  
77,864
    
0.93
%
  
59,095
    
1.27
%
Money market accounts
59,356
    
0.59
%
  
53,894
    
0.79
%
  
42,985
    
1.10
%
Time deposits:
                      
$ 100,000 and over
136,526
    
1.77
%
  
160,063
    
2.69
%
  
135,149
    
3.21
%
Under $ 100,000
172,815
    
2.04
%
  
161,338
    
2.66
%
  
187,115
    
3.72
%
Total interest-bearing deposits
$
760,082
    
1.17
%
  
$
736,453
    
1.63
%
  
$
676,125
    
2.31
%
                       
Total
$
890,647
        
$
856,928
        
$
784,061
      

Average total deposits increased 7.6% during 2012, 3.9% during 2011 and 9.3% during 2010.  At December 31, 2012, the average balance of non-interest bearing deposits increased 19.5% compared to December 31, 2011.

The average balance in interest checking and regular savings accounts increased 9.5% and 9.3%, respectively, during 2012.   Middleburg Bank has developed an interest bearing product that integrates the use of the cash within client accounts at Middleburg Trust Company for overnight funding at Middleburg Bank.  The overall balance of this product was $56.9 million at December 31, 2012 and is partially reflected in interest bearing deposit and partially reflected in securities sold under agreement to repurchase amounts on the balance sheet.  At December 31, 2012, $54.6 million was classified as an interest bearing deposit balance.

The Company will continue to focus on core deposit growth as the primary source of liquidity and stability.  The Company offers individuals and small to medium-sized businesses a variety of deposit accounts, including demand and interest checking, money market, savings and time deposit accounts.    The Company also had $55.6 million in brokered time deposits as of December 31, 2012 compared to $96.9 million in brokered time deposits as of December 31, 2011. This is reflected in the balance of total time deposits.

 
The following table is a summary of the maturity distribution of certificates of deposit equal to or greater than $100,000 as of December 31, 2012:

Maturities of Certificates of Deposit of $100,000 and Greater
(At December 31, 2012)
 
Within
  
Three to
  
Six to
  
Over
      
Percent
Three
  
Six
  
Twelve
  
One
      
of Total
Months
  
Months
  
Months
  
Year
  
Total
  
Deposits
       
(In thousands)
        
$
34,526
    
$
52,326
    
$
57,399
    
$
90,866
    
$235,117
  
24.0
%

Financial Instruments with Off-Balance-Sheet Risk and Credit Risk
and Contractual Obligations

Middleburg Bank is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates.  These financial instruments include commitments to extend credit, standby letters of credit and interest rate swaps.  Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheet.  The contract or notional amounts of those instruments reflect the extent of involvement Middleburg Bank has in particular classes of financial instruments.

Middleburg Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments.  Middleburg Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

A summary of the contract amount of Middleburg Bank’s exposure to off-balance-sheet risk as of December 31, 2012 and 2011 is as follows:


 
2012
  
2011
Financial instruments whose contract amounts
(In thousands)
represent credit risk:
      
Commitments to extend credit
$
78,288
    
$
92,032
  
Standby letters of credit
3,445
    
1,837
  

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract.  Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.  Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.  Middleburg Bank evaluates each customer’s credit worthiness on a case-by-case basis.  The amount of collateral obtained, if deemed necessary by Middleburg Bank upon extension of credit, is based on management’s credit evaluation of the counterparty.  Collateral held varies but may include accounts receivable, inventory, property and equipment, and income-producing commercial properties.

Unfunded commitments under lines of credit are commitments for possible future extensions of credit to existing customers.  Those lines of credit may not be drawn upon to the total extent to which Middleburg Bank is committed.

Standby letters of credit are conditional commitments issued by Middleburg Bank to guarantee the performance of a customer to a third party.  Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions.  The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.  Middleburg Bank holds certificates of deposit, deposit accounts, and real estate as collateral supporting those commitments for which collateral is deemed necessary.

The Company utilizes derivative financial instruments as a part of its asset-liability management program to control exposure to interest rate swings and resulting fluctuations in market values and cash flows associated with certain financial instruments.  The Company accounts for derivatives in accordance with ASC 815, Derivatives and Hedging.  Under current guidance, derivative transactions are classified as either cash flow hedges or fair value hedges or they are not designated as hedging instruments.   The Company designates each transaction at its inception.


The Company documents all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions.  This process includes linking all derivatives that are designated as fair value hedges or cash flow hedges to specific assets or liabilities on the balance sheet.  The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are effective in offsetting changes in fair values or cash flows of hedged items.

As of December 31, 2012, the Company had both fair value hedges and cash flow hedges on its balance sheet as well as derivative financial instruments that have not been designated as hedging instruments.  The derivatives are reported at their fair values as of each balance sheet date.  For designated cash flow hedges, the effective portions of changes in the fair value of the derivative are recorded in other comprehensive income and are recognized in the income statement when the hedged item affects earnings.  Ineffective portions of changes in the fair value of cash flow hedges are recognized in earnings as are changes in market value of derivatives not designated as hedging instruments.

Information concerning each of the Company's categories of derivatives as of December 31, 2012 and 2011 is presented in Note 24 to the consolidated  financial statements.

A summary of the Company’s contractual obligations at December 31, 2012 is as follows:


 
Payment due by period
 
(In thousands)
 
Total
  
Less than 1 Year
  
1 - 3 years
  
3 - 5 Years
  
More than 5 Years
Certificates of Deposit
$
292,023
    
$
157,183
    
$
89,510
    
$
45,330
    
$
—
  
Short-term Borrowings
45,848
    
45,848
    
—
    
—
    
—
  
Long-Term Debt Obligations
77,912
    
17,912
    
55,000
    
5,000
    
—
  
Operating Leases
32,972
    
3,531
    
6,310
    
5,265
    
17,866
  
Trust Preferred Capital Notes
5,155
    
—
    
—
    
—
    
5,155
  
Total Obligations
$
453,910
    
$
224,474
    
$
150,820
    
$
55,595
    
$
23,021
  

The Company does not have any capital lease obligations, as classified under applicable FASB statements, or other purchase or long-term obligations.

Capital Resources and Dividends

The Company has an ongoing strategic objective of maintaining a capital base that supports the pursuit of profitable business opportunities, provides resources to absorb risks inherent in its activities and meets or exceeds all regulatory requirements.

The Federal Reserve Board has established minimum regulatory capital standards for bank holding companies and state member banks.  The regulatory capital standards categorize assets and off-balance sheet items into four categories that weigh balance sheet assets according to risk, requiring more capital for holding higher risk assets.  The minimum ratio of qualifying total capital to risk-weighted assets is 8.0%, of which at least 4.0% must be Tier 1 capital, composed of common equity and retained earnings.  The Company had a ratio of total capital to risk-weighted assets of 15.3% and 14.7% at December 31, 2012 and 2011, respectively.  The ratio of Tier 1 capital to risk-weighted assets was 14.0% and 13.5% at December 31, 2012 and 2011, respectively.  Both ratios exceed the minimum capital requirements adopted by the federal banking regulatory agencies.

 
Analysis of Capital
(At December 31)
 
 
2012
  
2011
 
(Dollars in thousands)
Tier 1 Capital:
      
Common stock
$
17,357
    
$
17,331
  
Capital surplus
43,869
    
43,498
  
Retained earnings
46,235
    
41,157
  
Non-controlling interest in consolidated subsidiary
3,194
    
2,101
  
Trust preferred debt
5,000
    
5,000
  
Goodwill
(6,017
)
  
(6,189
)
Unrealized loss on equity securities
(4
)
  
(18
)
Total Tier 1 capital
$
109,634
    
$
102,880
  
Tier 2 Capital:
      
Disallowed trust preferred
$
—
    
$
—
  
Allowance for loan losses included in Tier 2 Capital
9,845
    
9,619
  
Total tier 2 capital
$
9,845
    
$
9,619
  
Total risk-based capital
$
119,479
    
$
112,499
  
Risk weighted assets
$
783,006
    
$
764,439
  
CAPITAL RATIOS:
      
Tier 1 risk-based capital ratio
14.0
%
  
13.5
%
Total risk-based capital ratio
15.3
%
  
14.7
%
Tier 1 capital to average total assets
9.1
%
  
8.8
%

As noted above, regulatory capital levels for the Company meet those established for well-capitalized institutions. While we are currently considered well-capitalized, we may from time-to-time find it necessary to access the capital markets to meet our growth objectives or capitalize on specific business opportunities.

The Company’s leverage ratio was 9.1% at December 31, 2012 compared to 8.8% at December 31, 2011.

The primary source of funds for dividends paid by the Company to its shareholders is the dividends received from its subsidiaries.  Federal regulatory agencies impose certain restrictions on the payment of dividends and the transfer of assets from the banking subsidiaries to the holding company.  Historically, these restrictions have not had an adverse impact on the Company’s dividend policy.
 
 
Short-term Borrowings

Federal funds purchased and securities sold under agreements to repurchase have been a significant source of funds for Middleburg Bank.  The Company has various unused lines of credit available from certain of its correspondent banks in the aggregate amount of $24.0 million and a borrowing capacity of $48.9 million with the Federal Reserve Bank of Richmond.  These lines of credit, which bear interest at prevailing market rates, permit the Company to borrow funds in the overnight market, and are renewable annually subject to certain conditions.  Securities sold under agreements to repurchase include an interest bearing product that the Company has developed which integrates the use of the cash within client accounts at Middleburg Trust Company for overnight funding at Middleburg Bank.  This account is referred to as Tredegar Institutional Select.  The overall balance of this product was $56.9 million at December 31, 2012, of which $2.4 million is included in securities sold under agreements to repurchase amounts on the balance sheet.  All repurchase agreements entered into by the Company are accounted for as collateralized financings.  No repurchase agreements are accounted for as sales.

The following table shows the distribution of the Company’s short-term borrowings and the weighted-average interest rates thereon at the end of each of the last three years.  Also provided are the maximum amount of borrowings and the average amount of borrowings as well as weighted-average interest rates for the last three years.


Dollars in thousands
Federal Funds Purchased
  
Securities Sold Under Agreements to Repurchase
  
Short-term Borrowings
At December 31:
          
2012
$
—
  
$
33,975
    
$
11,873
  
2011
—
  
31,686
    
28,331
  
2010
—
  
25,562
    
13,320
  
Weighted-average interest rate at year-end:
          
2012
—
%
0.90
 %
 
5.00
 %
2011
—
 %
1.04
 %  
5.00
 %
2010
—
 %
0.94
 %  
5.13
 %
Maximum amount outstanding at any month's end:
          
2012
$
—
  
$
38,949
    
$
17,656
  
2011
—
  
36,617
    
28,331
  
2010
5,000
  
27,542
    
21,875
  
Average amount outstanding during the year:
          
2012
$
1
  
$
34,177
    
$
8,725
  
2011
42
  
33,162
    
9,555
  
2010
25
  
25,314
    
10,419
  
Weighted-average interest rate during the year:
          
2012
0.25
%
0.97
%
 
4.49
 %
2011
0.25
 %
0.88
%
  
3.33
%
2010
—
 %
0.81
%
  
3.77
%

Liquidity

Liquidity represents an institution’s ability to meet present and future financial obligations through either the sale or maturity of existing assets or the acquisition of additional funds through liability management.  Liquid assets include cash, interest-bearing deposits with banks, federal funds sold, short-term investments, securities classified as available for sale and loans and securities maturing within one year.  As a result of the Company’s management of liquid assets and the ability to generate liquidity through liability funding, management believes the Company maintains overall liquidity sufficient to satisfy its depositors’ requirements and meet its customers’ credit needs.

The Company also maintains additional sources of liquidity through a variety of borrowing arrangements.  Middleburg Bank maintains federal funds lines with large regional and money-center banking institutions.  These available lines total approximately $24.0 million, none of which were outstanding at December 31, 2012.  The subsidiary bank of the Company is also able to borrow from the discount window of the Federal Reserve Bank of Richmond.  Available borrowing capacity from this source at December 31, 2012 was $48.9 million.  The average balance of federal funds purchased during 2012 was $1,000 compared to average federal funds purchased of $42,000 in 2011.  The average balance of federal funds purchased during 2010 was $25,000.  At December 31, 2012 and 2011, Middleburg Bank had $21.3 million and $19.0 million, respectively, of outstanding borrowings pursuant to securities sold under agreement to repurchase transactions (“Repo Accounts”), with maturities of one day.  The Repo Accounts are long-term commercial checking accounts with average balances that typically exceed $100,000.  At December 31, 2012 and 2011, Middleburg Bank had $12.6 million and $12.7 million, respectively,  of outstanding borrowings pursuant to securities sold under agreement to repurchase transactions with remaining maturities of greater than one year.

As of December 31, 2012, Middleburg Bank had remaining credit availability in the amount of $75.6 million at the Federal Home Loan Bank of Atlanta.  This line may be utilized for short and/or long-term borrowing.  In 2012, Southern Trust Mortgage had  $24.0 million in one revolving line of credit with a regional bank, which was primarily used to fund its mortgages held for sale.  At December 31, 2012, this line had an outstanding balance of $11.8 million and is included in total short-term borrowings.

 
At December 31, 2012, cash, interest-bearing deposits with financial institutions, federal funds sold, short-term investments and unencumbered securities available for sale were 18.8% of total deposits and liabilities.


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 are generally identified by phrases such as “the Company expects,” “the Company believes” or words of similar import.

Such forward-looking statements involve known and unknown risks including, but not limited to, the following factors:

 
•
further adverse changes in general economic and business conditions in the Company’s market area;
 
•
changes in banking and other laws and regulations applicable to the Company;
 
•
maintaining asset qualities;
 
•
the ability to properly identify risks in our loan portfolio and calculate an adequate loan loss allowance;
 
•
risks inherent in making loans such as repayment risks and fluctuating collateral values;
 
•
concentration in loans secured by real estate;
 
•
changing trends in customer profiles and behavior;
 
•
changes in interest rates and interest rate policies;
 
•
maintaining cost controls as the Company opens or acquires new facilities;
 
•
competition with other banks and financial institutions, and companies outside of the banking industry, including those companies that have substantially greater access to capital and other resources;
 
•
the ability to continue to attract low cost core deposits to fund asset growth;
 
•
the ability to successfully manage the Company’s growth or implement its growth strategies if it is unable to identify attractive markets, locations or opportunities to expand in the future;
 
•
reliance on the Company’s management team, including its ability to attract and retain key personnel;
 
•
demand, development and acceptance of new products and services;
 
•
problems with technology utilized by the Company;
 
•
maintaining capital levels adequate to support the Company’s growth; and
 
•
other factors described in Item 1A, “Risk Factors,” above.

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.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss in a financial instrument arising from adverse changes in market rates or prices such as interest rates, foreign currency exchange rates, commodity prices and equity prices.  The Company’s primary market risk exposure is interest rate risk, though it should be noted that the assets under management by Middleburg Trust Company are affected by equity price risk.  The ongoing monitoring and management of this risk is an important component of the Company’s asset/liability management process, which is governed by policies established by its Board of Directors that are reviewed and approved every three years baring any significant changes.  The Board of Directors delegates responsibility for carrying out asset/liability management policies to the Asset/Liability Committee (“ALCO”) of Middleburg Bank.  In this capacity, ALCO develops guidelines and strategies that govern the Company’s asset/liability management related activities, based upon estimated market risk sensitivity, policy limits and overall market interest rate levels and trends.

Interest rate risk represents the sensitivity of earnings to changes in market interest rates.  As interest rates change, the interest income and expense streams associated with the Company’s financial instruments also change, affecting net interest income, the primary component of the Company’s earnings.  ALCO uses the results of a detailed and dynamic simulation model to quantify the estimated exposure of net interest income to sustained interest rate changes.  While ALCO routinely monitors simulated net interest income sensitivity over a rolling two-year horizon, it also employs additional tools to monitor potential longer-term interest rate risk.  

The simulation model captures the impact of changing interest rates on the interest income received and interest expense paid on all assets and liabilities reflected on the Company’s balance sheet.  The simulation model is prepared and updated four times during each year.  This sensitivity analysis is compared to ALCO policy limits, which specify a maximum tolerance level for net interest income exposure over a one-year horizon, assuming no balance sheet growth, given a 200 basis point (bp) upward
 
 
shift and a 200 basis point downward shift in interest rates.  The following reflects the range of the Company’s net interest income sensitivity analysis during the fiscal years of 2012 and 2011 as compared to the 20% Board-approved policy limit.


Estimated Net Interest Income Sensitivity
Rate Change
  
December 31, 2012
  
December 31, 2011
+ 200 bps
  
0.4%
  
0.4%
- 200 bps
   (11.1 )%  
(10.0)%

At the end of 2012, the Company’s final 2012 interest rate risk model indicated that in a  rate environment of an immediate 200 basis points increase, net interest income will increase by 0.4% over a 12 month period.  For the same time period, the final 2012 interest rate risk model indicated that, in a rate environment of an immediate 200 basis points decrease, net interest income could decrease by 11.1% over a 12 month period.  Down rate scenarios were not meaningful in the interest rate environment that prevailed as of December 31, 2012. While these numbers are subjective based upon the parameters used within the model, management believes the balance sheet is very balanced and is working to minimize risks to rising rates in the future.

The Company’s specific goal is to lower (where possible) the cost of its borrowed funds.

The preceding sensitivity analysis does not represent a Company forecast and should not be relied upon as being indicative of expected operating results.  These hypothetical estimates are based upon numerous assumptions, including the nature and timing of interest rate levels including yield curve shape, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, reinvestment or replacement of asset and liability cash flows.  While assumptions are developed based upon current economic and local market conditions, the Company cannot make any assurances about the predictive nature of these assumptions, including how customer preferences or competitor influences might change.

Also, as market conditions vary from those assumed in the sensitivity analysis, actual results will also differ due to factors such as prepayment and refinancing levels likely deviating from those assumed, the varying impact of interest rate change, caps or floors on adjustable rate assets, the potential effect of changing debt service levels on customers with adjustable rate loans, depositor early withdrawals and product preference changes, and other internal and external variables.  Furthermore, the sensitivity analysis does not reflect actions that ALCO might take in response to or anticipation of changes in interest rates.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following financial statements are filed as a part of this report following Item 15 below:

 
•
Reports of Independent Registered Public Accounting Firm;
 
•
Consolidated Balance Sheets as of December 31, 2012 and 2011;
 
•
Consolidated Statements of Operations for the Years Ended December 31, 2012, 2011 and 2010;
 
•
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2012, 2011 and 2010
 
•
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2012, 2011 and 2010;
 
•
Consolidated Statements of Cash Flows for the Years Ended December 31, 2012, 2011 and 2010; and
 
•
Notes to Consolidated Financial Statements.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There were no changes in or disagreements with accountants on accounting and financial disclosure during the last two fiscal years.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, that are designed to ensure that information required to be disclosed in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 
Based on their evaluation as of the end of the period covered by this Annual Report on Form 10-K, the Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures were effective and there has been no change in the Company’s internal controls over financial reporting that occurred during the fourth quarter of 2012 that has materially affected, or is reasonably likely to effect the Company’s internal controls over financial reporting.

Management’s Report on Internal Control over Financial Reporting

The management of the Company is responsible for the preparation, integrity and fair presentation of the Company’s financial statements for the year ended December 31, 2012.  The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and reflect management’s judgments and estimates concerning the effects of events and transactions that are accounted for or disclosed.

Management is also responsible for establishing and maintaining an effective internal control structure over financial reporting.  The Company’s internal control over financial reporting includes those policies and procedures that pertain to the Company’s ability to record, process, summarize and report reliable financial data.  The internal control system contains monitoring mechanisms, and appropriate actions are taken to correct identified deficiencies.  Management believes that internal controls over financial reporting, which are subject to scrutiny by management and the Company’s internal auditors, support the integrity and reliability of the financial statements.  Management recognizes that there are inherent limitations in the effectiveness of any internal control system, including the possibility of human error and the circumvention or overriding of internal controls.  Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation.  In addition, because of changes in conditions and circumstances, the effectiveness of internal control over financial reporting may vary over time.

In order to insure that the Company’s internal control structure over financial reporting is effective, management assessed these controls as they conformed to accounting principles generally accepted in the United States of America and related call report instructions as of December 31, 2012  This assessment was based on criteria for effective internal control over financial reporting as described in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  Based on this assessment, management believes that the Company maintained effective internal controls over financial reporting as of December 31, 2012.  Management’s assessment did not determine any material weakness within the Company’s internal control structure.

The financial statements for the year ended December 31, 2012  have been audited by the independent registered public accounting firm of Yount, Hyde & Barbour, P.C.  Personnel from that firm were given unrestricted access to all financial records and related data, including minutes of all meetings of the Board of Directors and Committees thereof.

Management believes that all representations made to the independent registered public accounting firm  were valid and appropriate.  The resulting report from Yount, Hyde & Barbour, P.C accompanies the financial statements.

Yount, Hyde & Barbour, P.C. has also issued an attestation report on the effectiveness of the Company’s internal controls over financial reporting.  That report has also been made a part of the consolidated financial statements of the Company.  See Item 8, “Financial Statements and Supplementary Data,” above for more information.

Changes in Internal Control over Financial Reporting

There were no changes in the internal control over financial reporting that occurred during the quarter ended December 31, 2012 that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting.

OTHER INFORMATION

None.




DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Pursuant to General Instruction G(3) of Form 10-K, the information contained under the headings “Election of Directors – Nominees for Election for Terms Expiring in 2013” and “ – Executive Officers Who Are Not Directors,” “Security Ownership – Section 16(a) Beneficial Ownership Reporting Compliance,” and “Corporate Governance and the Board of Directors – Committees of the Board – Audit Committee” and “– Code of Ethics” in the Company’s Proxy Statement for the 2013 Annual Meeting of Shareholders is incorporated herein by reference.

EXECUTIVE COMPENSATION

Pursuant to General Instruction G(3) of Form 10-K, the information contained under the headings “Corporate Governance and the Board of Directors – Director Compensation” and “Executive Compensation” in the Company’s Proxy Statement for the 2013 Annual Meeting of Shareholders is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Pursuant to General Instruction G(3) of Form 10-K, the information contained under the headings “Security Ownership – Security Ownership of Management” and “– Security Ownership of Certain Beneficial Owners” and “Executive Compensation – Equity Compensation Plans” in the Company’s Proxy Statement for the 2013 Annual Meeting of Shareholders is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Pursuant to General Instruction G (3) of Form 10-K, the information contained under the heading “Executive Compensation – Transactions with Management” in the Company’s Proxy Statement for the 2013 Annual Meeting of Shareholders is incorporated herein by reference.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Pursuant to General Instruction G(3) of Form 10-K, the information contained under the headings “Audit Information – Fees of Independent Public Accountants” and “– Pre-Approval Policies” in the Company’s Proxy Statement for the 2013 Annual Meeting of Shareholders is incorporated herein by reference.




EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)
(1) and (2).  The response to this portion of Item 15 is submitted as a separate section of this report.

(3).
Exhibits:


3.1
Amended and Restated Articles of Incorporation of the Company, attached as Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the period ended December 31, 2008, incorporated herein by reference.
   
3.2
Articles of Amendment to the Articles of Incorporation of the Company, attached as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Commission on February 4, 2009, incorporated herein by reference.
   
3.3
Bylaws of the Company (restated in electronic format as of May 2, 2012), attached as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2012, incorporated herein by reference.
   
4.1
Warrant to Purchase Shares of Common Stock, dated January 30, 2009, attached as Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the period ended December 31, 2009, incorporated herein by reference.
   
10.1
Agreement, dated as of July 18, 2011, between the Company and Joseph L. Boling, attached as Exhibit 10.1 to the Company’s current Form 8-K filed with the Commission on July 20, 2011, incorporated herein by reference.*
   
10.2
Middleburg Financial Corporation 2006 Equity Compensation Plan, as amended, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on April 26, 2006, incorporated herein by reference.*
   
10.3
Middleburg Financial Corporation Form of Performance Share Award Agreement, attached as Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, incorporated herein by reference.*
   
10.4
Middleburg Financial Corporation Form of Restricted Share Award Agreement, attached as Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, incorporated herein by reference.*
   
10.5
Middleburg Financial Corporation Form of Non-Qualified Stock Option Agreement, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on March 20, 2009, incorporated herein by reference.*
   
10.6
Middleburg Financial Corporation 2006 Management Incentive Plan, attached as Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, incorporated herein by reference .*
   
10.7
Employment Agreement, dated as of April 28, 2010, between the Company and Gary R. Shook, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on April 28, 2010, incorporated herein by reference.*
   
10.8
Employment Agreement, dated as of May 7, 2010, between the Company and Raj Mehra, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on May 13, 2010, incorporated herein by reference.*
   


10.9
Executive Retirement Plan, as amended and restated through April 28,, 2010, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K/A, Filed with the commission on October 14, 2010, incorporated herein by reference.*
   
10.1
Supplemental Benefit Plan, as amended and restated effective November 17, 2010, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on November 22, 2010, incorporated herein by reference.*
   
10.11
Stock Purchase Agreement, dated March 27, 2009, between the Company and David L. Sokol, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on March 31, 2009, incorporated herein by reference.
   
10.12
First Amendment to Stock Purchase Agreement, dated October 27, 2010, between the Company and David L. Sokol, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on October 28, 2010, incorporated herein by reference.
   
10.13
Employment Agreement, dated as of April 28, 2010, between the Company and Jeffrey H. Culver, attached as Exhibit 10.14 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010, incorporated herein by reference.*
   
21.1
Subsidiaries of the Company.
   
23.1
Consent of Yount, Hyde & Barbour, P.C.
   
24.1 Power of Attorney
   
31.1
Rule 13a-14(a) Certification of Chief Executive Officer
   
31.2
Rule 13a-14(a) Certification of Chief Financial Officer.
   
32.1
Statement of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. § 1350.
   
101
The following materials from the Middleburg Financial Corporation Annual Report on Form 10-K for the year ended December 31, 2012 formatted in Extensible Business reporting Language (XBRL):  (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.

* Management contracts and compensatory plans and arrangements.

(All exhibits not incorporated herein by reference are attached as exhibits to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, as filed with the Securities and Exchange Commission.)

(b)
Exhibits

The response to this portion of Item 15 as listed in Item 15(a)(3) above is submitted as a separate section of this report.

(c)
Financial Statement Schedules

The response to this portion of Item 15 is submitted as a separate section of this report.
 

SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) 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, thereunto duly authorized.


   
MIDDLEBURG FINANCIAL CORPORATION
         
         
Date:
March 18, 2013
By:
/s/ Gary R. Shook
  
     
Gary R. Shook
  
     
Chief Executive Officer
  
         
         
Date:
March 18, 2013
By:
/s/ Raj Mehra
  
     
Raj Mehra
  
     
Chief Financial Officer
  
         
         
Date:
March 18, 2013
By:
/s/ John L. Brooks
  
     
John L. Brooks
  
     
Chief Accounting Officer
  
         

 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
Signature
Title
Date
     
/s/ Joseph L. Boling*
Chairman of the Board and Di­rec­tor
March 18, 2013
Joseph L. Boling
    
     
/s/ Gary R. Shook
Chief Executive Officer and President
March 18, 2013
Gary R. Shook
(Principal Executive Officer)
  
     
/s/ Raj Mehra
Executive Vice President and Chief
March 18, 2013
Raj Mehra
Financial Officer (Principal Financial Officer)
  
     
/s/ John L.  Brooks
Senior Vice President and Chief
March 18, 2013
John L. Brooks
Accounting Officer (Principal  Accounting Officer)
  
     
/s/ Howard M. Armfield*
Director
March 18, 2013
Howard M. Armfield
    
     
/s/ Henry F. Atherton, III*
Director
March 18, 2013
Henry F. Atherton, III
    
     
/s/ Childs F. Burden*
Director
March 18, 2013
Childs F. Burden
    
     
/s/ John Rust*
Director
March 18, 2013
John Rust
    
     
 
Director
March 18, 2013
J. Bradley Davis
    
     
/s/ Alexander G. Green, III*
Director
March 18, 2013
Alexander G. Green, III
    
     
/s/ Gary D. LeClair*
Director
March 18, 2013
Gary D. LeClair
    
     
/s/ John C. Lee, IV*
Director
March 18, 2013
John C. Lee, IV
    
     
/s/ Keith W. Meurlin*
Director
March 18, 2013
Keith W. Meurlin
    
     
/s/ Janet A. Neuharth*
Director
March 18, 2013
Janet A. Neuharth
    
     
 *  John L. Brooks, by signing his name hereto, signs this document on behalf of each of the persons indicated by an asterisk above pursuant to the powers of attorney duly executed by such persons and filed with the SEC as Exhibit 24.1 to this Annual Report on Form 10-K.

 
 /s/ John L. Brooks    
John L. Brooks   March 18, 2013  
      


Exhibit Index


Exhibit No.
Description
3.1
Amended and Restated Articles of Incorporation of the Company, attached as Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the period ended December 31, 2008, incorporated herein by reference.
   
3.2
Articles of Amendment to the Articles of Incorporation of the Company, attached as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Commission on February 4, 2009, incorporated herein by reference.
   
3.3
Bylaws of the Company (restated in electronic format as of May 2, 2012), attached as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2012, incorporated herein by reference.
   
4.1
Warrant to Purchase Shares of Common Stock, dated January 30, 2009, attached as Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the period ended December 31, 2009, incorporated herein by reference.
   
10.1
Agreement, dated as of July 18, 2011, between the Company and Joseph L. Boling, attached as Exhibit 10.1 to the Company’s current Form 8-K filed with the Commission on July 20, 2011, incorporated herein by reference.*
   
10.2
Middleburg Financial Corporation 2006 Equity Compensation Plan, as amended, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on April 26, 2006, incorporated herein by reference.*
   
10.3
Middleburg Financial Corporation Form of Performance Share Award Agreement, attached as Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, incorporated herein by reference.*
   
10.4
Middleburg Financial Corporation Form of Restricted Share Award Agreement, attached as Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, incorporated herein by reference.*
   
10.5
Middleburg Financial Corporation Form of Non-Qualified Stock Option Agreement, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on March 20, 2009, incorporated herein by reference.*
   
10.6
Middleburg Financial Corporation 2006 Management Incentive Plan, attached as Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, incorporated herein by reference .*
   
10.7
Employment Agreement, dated as of April 28, 2010, between the Company and Gary R. Shook, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on April 28, 2010, incorporated herein by reference.*
   
10.8
Employment Agreement, dated as of May 7, 2010, between the Company and Raj Mehra, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on May 13, 2010, incorporated herein by reference.*
   
 

10.9
Executive Retirement Plan, as amended and restated through April 28,, 2010, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K/A, Filed with the commission on October 14, 2010, incorporated herein by reference.*
   
10.10
Supplemental Benefit Plan, as amended and restated effective November 17, 2010, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on November 22, 2010, incorporated herein by reference.*
   
10.11
Stock Purchase Agreement, dated March 27, 2009, between the Company and David L. Sokol, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on March 31, 2009, incorporated herein by reference.
   
10.12
First Amendment to Stock Purchase Agreement, dated October 27, 2010, between the Company and David L. Sokol, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on October 28, 2010, incorporated herein by reference.
   
10.13
Employment Agreement, dated as of April 28, 2010, between the Company and Jeffrey H. Culver, attached as Exhibit 10.14 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010, incorporated herein by reference.*
   
21.1
Subsidiaries of the Company.
   
23.1
Consent of Yount, Hyde & Barbour, P.C.
   
24.1 Power of Attorney
   
31.1
Rule 13a-14(a) Certification of Chief Executive Officer
   
31.2
Rule 13a-14(a) Certification of Chief Financial Officer.
   
32.1
Statement of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. § 1350.
   
101
The following materials from the Middleburg Financial Corporation Annual Report on Form 10-K for the year ended December 31, 2012 formatted in Extensible Business reporting Language (XBRL):  (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.

* Management contracts and compensatory plans and arrangements.







MIDDLEBURG FINANCIAL CORPORATION

Middleburg, Virginia

FINANCIAL REPORT

DECEMBER 31, 2012















 






C O N T E N T S








To the Board of Directors and Shareholders
Middleburg Financial Corporation
Middleburg, Virginia

We have audited the accompanying consolidated balance sheets of Middleburg Financial Corporation and subsidiaries as of December 31, 2012 and 2011, and the related consolidated statements of operations, comprehensive income, changes in shareholders' equity, and cash flows for the years ended December 31, 2012, 2011 and 2010.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Middleburg Financial Corporation and subsidiaries as of December 31, 2012 and 2011, and the results of their operations and their cash flows for the years ended December 31, 2012, 2011 and 2010, in conformity with U.S. generally accepted accounting principles.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Middleburg Financial Corporation and subsidiaries' internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 18, 2013 expressed an unqualified opinion on the effectiveness of Middleburg Financial Corporation and subsidiaries' internal control over financial reporting.


Winchester, Virginia
March 18, 2013











REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders
Middleburg Financial Corporation
Middleburg, Virginia

We have audited Middleburg Financial Corporation and subsidiaries' internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Middleburg Financial Corporation and subsidiaries' management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting.  Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.  Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audit also included performing such other procedures as we considered necessary in the circumstances.  We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company's internal control over financial reporting includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Middleburg Financial Corporation and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets as of December 31, 2012 and 2011, and the related consolidated statements of operations, comprehensive income, changes in shareholders' equity and cash flows for the years ended December 31, 2012, 2011 and 2010 of Middleburg Financial Corporation and subsidiaries and our report dated March 18, 2013 expressed an unqualified opinion.
 
 

Winchester, Virginia
March 18, 2013



MIDDLEBURG FINANCIAL CORPORATION
(In thousands, except for share and per share data)
 
December 31,
 
2012
  
2011
ASSETS
      
Cash and due from banks
$
7,139
    
$
6,163
  
Interest-bearing deposits with other institutions
47,276
    
45,107
  
Total cash and cash equivalents
54,415
    
51,270
  
Securities available for sale
319,457
    
308,242
  
Loans held for sale
82,114
    
92,514
  
Restricted securities, at cost
6,990
    
7,117
  
Loans receivable (net of allowance for loan losses of $14,311 in 2012 and $14,623 in 2011)
695,166
    
656,770
  
Premises and equipment, net
20,587
    
21,306
  
Goodwill and identified intangibles
6,017
    
6,189
  
Other real estate owned (net of valuation allowance of $1,707 in 2012 and $1,522 in 2011)
9,929
    
8,535
  
Prepaid federal deposit insurance
3,015
    
3,993
  
Bank owned life insurance
16,484
    
16,025
  
Accrued interest receivable and other assets
22,607
    
20,899
  
TOTAL ASSETS
$
1,236,781
    
$
1,192,860
  
LIABILITIES
      
Deposits:
      
Non-interest-bearing demand deposits
$
167,137
    
$
143,398
  
Savings and interest-bearing demand deposits
522,740
    
460,576
  
Time deposits
292,023
    
325,895
  
Total deposits
981,900
    
929,869
  
Securities sold under agreements to repurchase
33,975
    
31,686
  
Short-term borrowings
11,873
    
28,331
  
Federal Home Loan Bank borrowings
77,912
    
82,912
  
Subordinated notes
5,155
    
5,155
  
Accrued interest payable and other liabilities
8,844
    
6,894
  
TOTAL LIABILITIES
1,119,659
    
1,084,847
  
SHAREHOLDERS' EQUITY
      
Common stock ($2.50 par value; 20,000,000 shares authorized;  7,052,554 and 6,996,932 issued and outstanding at December 31, 2012 and 2011, respectively)
17,357
    
17,331
  
Capital surplus
43,869
    
43,498
  
Retained earnings
46,235
    
41,157
  
Accumulated other comprehensive income
6,467
    
3,926
  
Total Middleburg Financial Corporation shareholders' equity
113,928
    
105,912
  
Non-controlling interest in consolidated subsidiary
3,194
    
2,101
  
TOTAL SHAREHOLDERS' EQUITY
117,122
    
108,013
  
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
$
1,236,781
    
$
1,192,860
  
 
See accompanying notes to the consolidated financial statements.



MIDDLEBURG FINANCIAL CORPORATION
(In thousands, except for per share data)
 
Years Ended December 31,
 
2012
  
2011
  
2010
INTEREST INCOME
          
Interest and fees on loans
$
37,895
    
$
39,392
    
$
40,548
  
Interest and dividends on securities available for sale
          
Taxable
6,408
    
6,627
    
4,733
  
Tax-exempt
2,403
    
2,363
    
2,514
  
Dividends
193
    
144
    
105
  
Interest on deposits in banks and federal funds sold
124
    
110
    
131
  
Total interest and dividend income
47,023
    
48,636
    
48,031
  
INTEREST EXPENSE
          
Interest on deposits
6,916
    
8,867
    
12,033
  
Interest on securities sold under agreements to repurchase
332
    
293
    
205
  
Interest on short-term borrowings
392
    
318
    
393
  
Interest on FHLB borrowings and other debt
1,184
    
1,213
    
1,544
  
Total interest expense
8,824
    
10,691
    
14,175
  
NET INTEREST INCOME
38,199
    
37,945
    
33,856
  
Provision for loan losses
3,438
    
2,884
    
12,005
  
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
34,761
    
35,061
    
21,851
  
NONINTEREST INCOME
          
Service charges on deposit accounts
2,197
    
2,095
    
1,884
  
Trust and investment advisory fee income
3,751
    
3,636
    
3,335
  
Gains on loans held for sale
21,014
    
11,906
    
11,945
  
Gains on securities available for sale, net
445
    
460
    
866
  
Total other-than-temporary impairment losses
(46
)
  
(27
)
  
(901
)
Portion of (gain) loss recognized in other comprehensive income
46
    
2
    
(202
)
Net impairment losses
—
    
(25
)
  
(1,103
)
Commissions on investment sales
518
    
393
    
344
  
Fees on mortgages held for sale
186
    
333
    
1,881
  
Other service charges, commissions and fees
541
    
452
    
467
  
Bank-owned life insurance
459
    
486
    
503
  
Other operating income
343
    
226
    
390
  
Total noninterest income
29,454
    
19,962
    
20,512
  
NONINTEREST EXPENSE
          
Salaries and employees' benefits
30,417
    
27,373
    
24,103
  
Net occupancy and equipment expense
7,050
    
6,748
    
6,249
  
Advertising
2,034
    
1,399
    
1,071
  
Computer operations
1,572
    
1,501
    
1,324
  
Other real estate owned
2,721
    
2,564
    
2,468
  
Other taxes
813
    
812
    
798
  
Federal deposit insurance expense
1,050
    
1,260
    
1,907
  
Other operating expenses
8,602
    
7,354
    
9,331
  
Total noninterest expense
54,259
    
49,011
    
47,251
  
Income (loss) before income taxes
9,956
    
6,012
    
(4,888
)
Income tax expense (benefit)
1,966
    
1,350
    
(2,562
)
NET INCOME (LOSS)
7,990
    
4,662
    
(2,326
)
Net (income) loss attributable to non- controlling interest
(1,504
)
  
298
    
(362
)
Net income (loss) available to common shareholders
$
6,486
    
$
4,960
    
$
(2,688
)
           
Earnings (loss) per share:
          
Basic
$
0.92
    
$
0.71
    
$
(0.39
)
Diluted
$
0.92
    
$
0.71
    
$
(0.39
)
See accompanying notes to the consolidated financial statements. 


MIDDLEBURG FINANCIAL CORPORATION
(In thousands)
 
 
Years Ended December 31,
 
2012
  
2011
  
2010
           
Net income (Loss) before non-controlling interest
$
7,990
    
$
4,662
    
$
(2,326
)
Other comprehensive income:
          
Unrealized holding gains arising during the period (net of tax of $1,511, $2,826, and $646 respectively for 2012, 2011, and 2010)
2,932
    
5,485
    
1,254
  
Reclassification adjustment for gains included in net income  (net of tax of $151, $156, and $294 respectively for 2012, 2011, and 2010)
(294
)
  
(304
)
  
(572
)
Unrealized losses on securities for which other-than-temporary impairment has been recognized in earnings (net of tax of $0, $9, and $375 respectively for 2012, 2011, and 2010)
-
  
16
    
728
  
Unrealized gain (loss) on interest rate swap  (net of tax of $50, $213, and $106 respectively for 2012, 2011, and 2010)
(97
)
  
(413
)
  
206
  
Change in benefit obligation and plan assets for defined benefit plan (net of tax of $0, $80, and $80 respectively for 2012, 2011, and 2010)
—
    
154
    
(154
)
Total other comprehensive income
2,541
    
4,938
    
1,462
  
Total comprehensive income (loss)
10,531
    
9,600
    
(864
)
Comprehensive loss (income) attributable to non-controlling interest
(1,504
)
  
298
    
(362
)
Comprehensive income (loss) attributable to Middleburg Financial Corporation
$
9,027
    
$
9,898
    
$
(1,226
)
           
 See accompanying notes to the consolidated financial statements.





MIDDLEBURG FINANCIAL CORPORATION
Years Ended December 31, 2012, 2011 and 2010
(In thousands, except for share and per share data)
           
 
Common Stock
  
Capital Surplus
  
Retained Earnings
  
Accumulated Other Compre-hensive Income (Loss)
  
Non-Controlling Interest
  
Total
Balance December 31, 2009
$
17,273
    
$
42,807
    
$
42,706
    
$
(2,474
)
  
$
3,047
    
$
103,359
  
                       
Net income (loss) – 2010
        
(2,688
)
      
362
    
(2,326
)
Other comprehensive income, net of tax
            
1,462
        
1,462
  
Cash dividends – ($0.35 per share)
        
(2,425
)
          
(2,425
)
Distributions to non-controlling interest
                
(369
)
  
(369
)
Exercise of stock options (12,500 shares)
32
    
102
                
134
  
Restricted stock vesting (3,650 shares)
9
    
(9
)
              
—
  
Share-based compensation
    
158
                
158
  
Balance December 31, 2010
$
17,314
    
$
43,058
    
$
37,593
    
$
(1,012
)
  
$
3,040
    
$
99,993
  
                       
Net income (loss) – 2011
        
4,960
        
(298
)
  
4,662
  
Other comprehensive income, net of tax
            
4,938
        
4,938
  
Cash dividends – ($0.20 per share)
        
(1,396
)
          
(1,396
)
Distributions to non-controlling interest
                
(641
)
  
(641
)
Restricted stock vesting (7,922)
19
    
(19
)
              
—
  
Repurchase of restricted stock
(2
)
  
(12
)
              
(14
)
Share-based compensation
    
471
                
471
  
Balance December 31, 2011
$
17,331
    
$
43,498
    
$
41,157
    
$
3,926
    
$
2,101
    
$
108,013
  
                       
Net income – 2012
        
6,486
        
1,504
    
7,990
  
Other comprehensive income, net of tax
            
2,541
        
2,541
  
Cash dividends – ($0.20 per share)
        
(1,408
)
          
(1,408
)
Distributions to non-controlling interest
                
(411
)
  
(411
)
Restricted stock vesting (12,932 shares)
33
    
(33
)
              
—
  
Repurchase of restricted stock (2,736 shares)
(7
)
  
(36
)
              
(43
)
Share-based compensation
    
440
                
440
  
Balance December 31, 2012
$
17,357
    
$
43,869
    
$
46,235
    
$
6,467
    
$
3,194
    
$
117,122
  
 
See accompanying notes to the consolidated financial statements.



MIDDLEBURG FINANCIAL CORPORATION
Years Ended December 31, 2012, 2011 and 2010
(In Thousands)
   
2012
  
2011
  
2010
Cash Flows From Operating Activities
            
Net income (loss)
  
$
7,990
    
$
4,662
    
$
(2,326
)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
            
Depreciation and amortization
  
1,953
    
1,882
    
1,753
  
Equity in distributions in excess of earnings (undistributed earnings) of affiliate
  
(37
)
  
(20
)
  
(244
)
Provision for loan losses
  
3,438
    
2,884
    
12,005
  
Net (gain) on securities available for sale
  
(445
)
  
(460
)
  
(866
)
Other than temporary impairment loss
  
—
    
25
    
1,103
  
Net loss on sale of assets
  
107
    
42
    
4
  
Premium amortization on securities, net
  
3,691
    
2,837
    
2,622
  
Deferred income tax expense (benefit)
  
1,257
    
525
    
(3,173
)
Origination of loans held for sale
  
(945,611
)
  
(682,306
)
  
(782,172
)
Proceeds from sales of loans held for sale
  
977,025
    
661,059
    
779,766
  
Net (gains) on mortgages held for sale
  
(21,014
)
  
(11,906
)
  
(11,945
)
Share-based compensation
  
440
    
471
    
158
  
Net (gain) loss on sale of other real estate owned
  
(125
)
  
330
    
190
  
Valuation adjustment on other real estate owned
  
1,727
    
1,453
    
1,507
  
Valuation adjustment on bank properties
  
—
    
—
    
1,360
  
Decrease in prepaid FDIC insurance
  
978
    
1,161
    
1,769
  
Changes in assets and liabilities:
            
(Increase) in other assets
  
(4,968
)
  
(3,710
)
  
(2,736
)
Increase (decrease) in other liabilities
  
1,950
    
(426
)
  
844
  
Net cash provided by (used in) operating activities
  
$
28,356
    
$
(21,497
)
  
$
(381
)
Cash Flows from Investing Activities
            
Proceeds from maturity, principal paydowns and calls of securities available for sale
  
$
93,030
    
$
60,651
    
$
58,503
  
Proceeds from sale of securities available for sale
  
41,010
    
37,564
    
68,757
  
Purchase of securities available for sale
  
(144,503
)
  
(148,944
)
  
(206,910
)
Purchase of restricted stock securities
  
—
    
(821
)
  
(570
)
Redemption of restricted stock securities
  
127
    
—
    
499
  
Proceeds from sale of equipment
  
—
    
57
    
18
  
Purchases of bank premises and equipment
  
(1,045
)
  
(1,351
)
  
(939
)
Net (increase) in loans
  
(50,178
)
  
(20,708
)
  
(25,867
)
Proceeds from sale of other real estate owned
  
5,348
    
2,948
    
1,031
  
Purchase of bank-owned life insurance
  
—
    
—
    
(682
)
Net cash (used in) investing activities
  
$
(56,211
)
  
$
(70,604
)
  
$
(106,160
)
             

MIDDLEBURG FINANCIAL CORPORATION
Consolidated Statements of Cash Flows
(Continued)
Years Ended December 31, 2012, 2011 and 2010
(In Thousands)
   
2012
  
2011
  
2010
Cash Flows from Financing Activities
            
Net increase in non-interest-bearing and interest-bearing demand deposits and savings accounts
  
$
85,903
    
$
36,768
    
$
64,453
  
Net (decrease) increase in certificates of deposit
  
(33,872
)
  
2,795
    
20,205
  
Increase in securities sold under agreements to repurchase
  
2,289
    
6,124
    
8,363
  
Proceeds from short-term borrowings
  
110,826
    
119,178
    
129,963
  
Payments on short-term borrowings
  
(127,284
)
  
(104,167
)
  
(120,181
)
Proceeds from FHLB borrowings
  
72,916
    
55,000
    
47,912
  
Payments on FHLB borrowings
  
(77,916
)
  
(35,000
)
  
(20,000
)
Distributions to non-controlling interest
  
(411
)
  
(641
)
  
(369
)
Payment of dividends on common stock
  
(1,408
)
  
(1,396
)
  
(2,425
)
Net proceeds from issuance of common stock
  
—
    
—
    
134
  
Repurchase of stock
  
(43
)
  
(14
)
  
—
  
Net cash provided by financing activities
  
$
31,000
    
$
78,647
    
$
128,055
  
Increase (decrease) in cash and and cash equivalents
  
3,145
    
(13,454
)
  
21,514
  
             
Cash and Cash Equivalents
            
Beginning
  
51,270
    
64,724
    
43,210
  
Ending
  
$
54,415
    
$
51,270
    
$
64,724
  
             
Supplemental Disclosures of Cash Flow Information
            
Cash payments for:
            
Interest paid to depositors
  
$
7,042
    
$
8,937
    
$
12,497
  
Interest paid on short-term obligations
  
444
    
570
    
579
  
Interest paid on FHLB borrowings and other debt
  
1,528
    
1,218
    
1,714
  
   
$
9,014
    
$
10,725
    
$
14,790
  
Income taxes
  
$
2,500
    
$
900
    
$
—
  
             
Supplemental Disclosure of Noncash Transactions
            
Unrealized gain on securities available for sale
  
$
3,998
    
$
7,873
    
$
2,138
  
Change in market value of interest rate swap
  
$
(147
)
  
$
(626
)
  
$
312
  
Pension liability adjustment
  
$
—
    
$
234
    
$
(234
)
Transfer of loans to other real estate owned
  
$
8,493
    
$
5,932
    
$
4,611
  
   Loans originated from sale of other real estate owned
  
$
149
    
$
533
    
$
—
  
Transfer of other real estate owned to bank premises
  
$
—
    
$
527
    
$
—
  
             
See accompanying notes to the consolidated financial statements.



MIDDLEBURG FINANCIAL CORPORATION AND SUBSIDIARIES


Note 1.
Nature of Banking Activities and Significant Accounting Policies

Middleburg Financial Corporation (the “Company”) is a  bank holding company and through its banking subsidiary, Middleburg Bank, grants commercial, financial, agricultural, residential and consumer loans to customers principally in Loudoun County, Fauquier County and Fairfax County, Virginia as well as the Town of Williamsburg and the City of Richmond.  The loan portfolio is well diversified and generally is collateralized by assets of the customers.  The loans are expected to be repaid from cash flow or proceeds from the sale of selected assets of the borrowers.  Middleburg Trust Company is a non-banking subsidiary of Middleburg Financial Corporation which offers a comprehensive range of fiduciary and investment management services to individuals and businesses.  Middleburg Financial Corporation has a controlling interest in Southern Trust Mortgage LLC, which originates and sells mortgages secured by personal residences primarily in the southeastern United States.

The accounting and reporting policies of the Company conform to U. S. generally accepted accounting principles and to accepted practice within the banking industry.

Principles of Consolidation

The consolidated financial statements of Middleburg Financial Corporation and its wholly owned subsidiaries, Middleburg Bank, Middleburg Investment Group, Inc., Middleburg Trust Company and Middleburg Bank Service Corporation include the accounts of all companies.  Also included in the consolidation are Southern Trust Mortgage LLC and MFC Capital Trust II.  At  December 31, 2012, the Company owned 62.4 percent of the issued and outstanding membership interest units of Southern Trust Mortgage, through its subsidiary, Middleburg Bank.  The issued and outstanding interest of Southern Trust Mortgage not held by the Company is reported as Non-controlling Interest in Consolidated Subsidiary.  Accounting Standards Codification Topic 810, Consolidation, requires that the Company no longer eliminate through consolidation the equity investment in MFC Capital Trust II, which approximated $155,000 for each of the years ended December 31, 2012 and  2011.  The subordinate debt of the trust preferred entity is reflected as a liability of the Company.  All material intercompany balances and transactions have been eliminated in consolidation.

Securities

Investments in debt securities with readily determinable fair values are classified as either held to maturity, available for sale, or trading based on management’s intent.  Currently all debt securities are classified as available for sale.  Equity investments in the FHLB and the Federal Reserve Bank of Richmond are separately classified as restricted securities and are carried at cost.  Available-for-sale securities are carried at estimated fair value with the corresponding unrealized gains and losses excluded from earnings and reported in other comprehensive income.  Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities.

Impairment of securities occurs when the fair value of a security is less than its amortized cost.  For debt securities, impairment is considered other-than-temporary and recognized in its entirety in net income if either (i) the intent is to sell the security or (ii) it is more likely than not that it will be necessary to sell the security prior to recovery of its amortized cost.  If, however, management’s intent is not to sell the security and it is not more than likely that management will be required to sell the security before recovery, management must determine what portion of the impairment is attributable to credit loss, which occurs when the amortized cost of the security exceeds the present value of the cash flows expected to be collected from the security.  If there is no credit loss, there is no other-than-temporary impairment.  If there is a credit loss, other-than-temporary impairment exists and the credit loss must be recognized in net income and the remaining portion of impairment must be recognized in other comprehensive income.

For equity securities carried at cost as restricted securities, impairment is considered to be other-than-temporary based on our ability and intent to hold the investment until a recovery of fair value.  Other-than-temporary impairment of an equity security results in a write-down that must be included in income.  We regularly review each security for other-than-temporary impairment based on criteria that include the extent to which cost exceeds market price, the duration of that market decline, the financial health of and specific prospects for the issuer, our best estimate of the present value of cash flows expected to be collected from debt securities, the intention with regards to holding the security to maturity and the likelihood that we would be required to sell the security before recovery.



Loans
 
The Company’s subsidiary bank grants mortgage, commercial, and consumer loans to clients.  The bank segments its loan portfolio into commercial loans, real estate loans, and consumer loans.  Real estate loans are further divided into the following classes:  construction; farmland; 1-4 family residential; and other real estate loans.  Descriptions of the Company’s loan classes are as follows:
 
Commercial Loans: Commercial loans are typically secured with non-real estate commercial property.  The Company makes commercial loans primarily to middle market businesses located within our market area.
 
Real Estate Loans – Construction: The Company originates construction loans for the acquisition and development of land and construction of condominiums, townhomes, and one-to-four family residences. This class also includes acquisition, development and construction loans for retail and other commercial purposes, primarily in our market areas.
 
Real Estate Loans- Farmland:  This class of loans includes loans secured by agricultural property and not included in Real Estate – Other loans.
 
Real Estate Loans – 1-4 Family:  This class of loans includes loans secured by one to four family homes.  The Company’s general practice is to sell the majority of its newly originated fixed-rate residential real estate loans in the secondary mortgage market through its wholly owned subsidiary, Southern Trust Mortgage, and to hold in portfolio some adjustable rate residential real estate loans and loans in close proximity to its financial service centers.
 
Real Estate Loans – Other: This loan class consists primarily of loans secured by multi-unit residential property and owner and non-owner occupied commercial and industrial property.  The class also includes loans secured by real estate which do not fall into other classifications.
 
Consumer Loans: Consumer loans include all loans made to individuals for consumer or personal purposes.  They include new and used auto loans, unsecured loans and lines of credit and home equity loans and lines of credit.
 
A substantial portion of the loan portfolio is represented by mortgage loans throughout Loudoun County and Fauquier County, Virginia.  The ability of the debtors to honor their contracts is dependent upon the real estate and general economic conditions in this area.
 
For all classes of loans, the Company considers loans to be past due when a payment is not received by the payment due date according to the contractual terms of the loan.  The Company monitors past due loans according to the following categories: less than 30 days past due, 30 – 59 days past due, 60 – 89 days past due, and 90 days or greater past due.

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off generally are reported at their outstanding unpaid principal balances adjusted for charge-offs, the allowance for loan losses, and any deferred fees or costs on originated loans.  Interest income is accrued on the unpaid principal balance.  Loan origination and commitment fees, net of certain direct loan origination costs, are deferred and recognized as an adjustment of the loan yield over the life of the related loan.
 
The accrual of interest on all classes of loans is discontinued at the time the loans are 90 days delinquent unless they are well-secured and in the process of collection.
 
All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income.  The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual.  Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
 
Allowance for Loan Losses
 
The allowance for loan losses reflects management’s judgment of probable loan losses inherent in the portfolio at the balance sheet date.  Management uses a disciplined process and methodology to establish the allowance for losses each quarter.  To determine the total allowance for loan losses, the Company estimates the reserves needed for each segment of the portfolio, including loans analyzed individually and loans analyzed on a pooled basis.  The allowance for loan losses consists of amounts applicable to:  (i) the commercial loan portfolio; (ii) the real estate portfolio; and (iii) the consumer loan portfolio.
 
 
To determine the balance of the allowance account, loans are pooled by portfolio segment and losses are modeled using historical experience, and quantitative and other mathematical techniques over the loss emergence period.  Each class of loan requires exercising significant judgment to determine the estimation that fits the credit risk characteristics of its portfolio segment.  The Company uses internally developed models in this process.  Management must use judgment in establishing additional input metrics for the modeling processes.  The models and assumptions used to determine the allowance are independently validated and reviewed to ensure that their theoretical foundation, assumptions, data integrity, computational processes, reporting practices, and end user controls are appropriate and properly documented.
 
The establishment of the allowance for loan losses relies on a consistent process that requires multiple layers of management review and judgment and responds to changes in economic conditions, customer behavior, and collateral value, among other influences.  From time to time, events or economic factors may affect the loan portfolio, causing management to provide additional amounts to or release balances from the allowance for loan losses.  Qualitative factors considered in the allowance for loan losses evaluation include the levels and trends in delinquencies and nonperforming loans, trends in volume and terms of loans, the effects of any changes in lending policies, the experience, ability, and depth of management, national and local economic trends and conditions, concentrations of credit, the quality of the Company’s loan review system, and competition and regulatory requirements.  The Company’s allowance for loan losses is sensitive to risk ratings assigned to individually evaluated loans and economic assumptions and delinquency trends driving statistically modeled reserves.  Individual loan risk ratings are evaluated based on each situation by experienced senior credit officers.
 
Management monitors differences between estimated and actual incurred loan losses.  This monitoring process includes periodic assessments by senior management of loan portfolios and the models used to estimate incurred losses in those portfolios.  Additions to the allowance for loan losses are made by charges to the provision for loan losses.  Credit exposures deemed to be uncollectible are charged against the allowance for loan losses.  Recoveries of previously charged off amounts are credited to the allowance for loans losses.

Loan Charge-off Policies
 
Commercial and consumer loans are generally charged off when:
 
•      they are 90 days past due;
•      the collateral is repossessed; or
•      the borrower has filed bankruptcy.

All classes of real estate loans are charged down to the net realizable value when the Company determines that the sole source of repayment is liquidation of the collateral.
 
Impaired Loans
 
For all classes of loans, a loan is considered impaired when, based on current information and events, it is probable that the Company’s subsidiary bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement.  Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due.  Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired.  Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.
 
For all classes of loans, impairment is measured on a loan by loan basis by comparing the loan balance to either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral-dependent. Any variance in values is charged off when determined.
 
Troubled Debt Restructurings
 
In situations where, for economic or legal reasons related to a borrower’s financial condition, management may grant a concession to the borrower that it would not otherwise consider, the related loan is classified as a troubled debt restructuring (“TDR”).  Management strives to identify borrowers in financial difficulty early and work with them to modify their loan to more affordable terms before their loan reaches nonaccrual status.  These modified terms may include rate reductions, principal forgiveness, payment forbearance and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral.  In cases where borrowers are granted new terms that provide for a reduction of either interest or principal, management measures any impairment on the restructuring as noted above for impaired loans.  All identified TDRs are considered impaired loans by management.
 



Mortgage Loans Held for Sale

Mortgage loans held for sale are carried at the lower of aggregate cost or fair value. The fair value of mortgage loans held for sale is determined using current secondary market prices for loans with similar coupons, maturities, and credit quality and fair value of loans committed at year-end.

Premises and Equipment

Land is carried at cost.  Premises and equipment are stated at cost less accumulated depreciation.  Depreciation of property and equipment is computed principally on the straight-line method over the following estimated useful lives:


 
Years
Buildings and improvements
10-40
Furniture and equipment
3-15

Maintenance and repairs of property and equipment are charged to operations and major improvements are capitalized.  Upon retirement, sale, or other disposition of property and equipment, the cost and accumulated depreciation are eliminated from the accounts and gain or loss is included in income.

Other Real Estate Owned

Real estate acquired by foreclosure is carried at fair market value less an allowance for estimated selling expenses on the future disposition of the property.  Revenue and expenses from operations and changes in the valuation are included in the net expenses from other real estate.

Goodwill and Intangible Assets

Goodwill is subject to an annual assessment for impairment by applying a fair value-based test.  Additionally, acquired intangible assets (customer relationships) are separately recognized and amortized over their useful life of 15 years.

Bank-Owned Life Insurance

The Company owns insurance on the lives of a certain group of key employees. The policies were purchased to help offset the increase in the costs of various fringe benefit plans, including healthcare. The cash surrender value of these policies is included as an asset on the consolidated balance sheets, and any increase in cash surrender value is recorded as other income on the consolidated statements of operations. In the event of the death of an insured individual under these policies, the Company would receive a death benefit which would be recorded as other income.

Income Taxes

Deferred income tax assets and liabilities are determined using the balance sheet method. Under this method, the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained.  The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any.  Tax positions taken are not offset or aggregated with other positions.  Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority.  The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.  Interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the consolidated statements of operations.  No liabilities for unrecognized tax benefits have been recognized as of December 31, 2012.




Trust Company Assets

Securities and other properties held by Middleburg Trust Company in a fiduciary or agency capacity are not assets of the Company and are not included in the accompanying consolidated financial statements.

Earnings Per Share

Basic earnings per share represents income available to common shareholders divided by the weighted-average number of common shares outstanding during the period.  Diluted earnings per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance.  Potential common shares that may be issued by the Company relate solely to outstanding stock options and warrants and non-vested restricted stock awards, and are determined using the treasury stock method.

Cash and Cash Equivalents

For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks and federal funds sold. Generally, federal funds are sold and purchased for one-day periods.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, goodwill and intangible assets, other real estate owned, other-than-temporary impairment of securities, pension plan assumptions, and the valuation of financial instruments.

Advertising Costs

The Company follows the policy of charging the costs of advertising to expense as incurred.

Comprehensive Income (Loss)

Accounting principles generally require that recognized revenue, expenses, gains, and losses be included in net income.  Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, changes in the fair value of interest rate swaps, and pension liability adjustments, are reported as a separate component of the equity section of the consolidated balance sheets, such items, along with net income, are components of comprehensive income (loss).

Securities Sold Under Agreements to Repurchase

Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction.  The Company does  not account for repurchase agreement transactions as sales.  All repurchase agreement transactions entered into by the Company are accounted for as collateralized financings. The Company may be required to provide additional collateral based on the fair value of the underlying securities.

Derivative Financial Instruments

The Company utilizes derivative financial instruments as a part of its asset-liability management program to control exposure to interest rate swings and resulting fluctuations in market values and cash flows associated with certain financial instruments.  The Company accounts for derivatives in accordance with ASC 815, Derivatives and Hedging.  Under current guidance, derivative transactions are classified as either cash flow hedges or fair value hedges or they are not designated as hedging instruments.   The Company designates each transaction at its inception.
 
The Company documents all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions.  This process includes linking all derivatives that are designated as fair value hedges or cash flow hedges to specific assets or liabilities on the balance sheet.  The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are effective in offsetting changes in fair values or cash flows of hedged items.

 
As of December 31, 2012, the Company had both fair value hedges and cash flow hedges on its balance sheet as well as derivative financial instruments that have not been designated as hedging instruments.  The derivatives are reported at their fair values as of each balance sheet date.  For designated cash flow hedges, the effective portions of changes in the fair value of the derivative are recorded in other comprehensive income and are recognized in the income statement when the hedged item affects earnings.  Ineffective portions of changes in the fair value of cash flow hedges are recognized in earnings as are changes in market value of derivatives not designated as hedging instruments.

Information concerning each of the Company's categories of derivatives as of December 31, 2012 and 2011 is presented in Note 24 to the consolidated  financial statements.

Reclassifications

Certain reclassifications have been made to prior period balances to conform to current year presentation.

Transfers of Financial Assets

Transfers of financial assets are accounted for as sales when control over the assets has been surrendered.  Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

Share-Based Employee Compensation Plan

At December 31, 2012, the Company had a share-based employee compensation plan which is described more fully in Note 8 to the consolidated financial statements.  Compensation cost relating to share-based payment transactions is recognized in the consolidated financial statements.  That cost is measured based on the fair value of the equity instruments issued.  The Company recognized $440,000, $471,000, and $158,000 in compensation expense during 2012, 2011, and 2010, respectively, as a result of partially vested stock grants and vested stock options.

Recent Accounting Pronouncements

In April 2011, the FASB issued ASU 2011-03, “Transfers and Servicing (Topic 860) - Reconsideration of Effective Control for Repurchase Agreements.”  The amendments in this ASU remove from the assessment of effective control (1) the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets on substantially the agreed terms, even in the event of default by the transferee and (2) the collateral maintenance implementation guidance related to that criterion.  The amendments in this ASU were effective for the first interim or annual period beginning on or after December 15, 2011. The guidance should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date.  Early adoption is not permitted. The adoption of the new guidance did not have a material impact on the Company's consolidated financial statements.

In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.”  This ASU is the result of joint efforts by the FASB and International Accounting Standards Board (IASB) to develop a single, converged fair value framework on how (not when) to measure fair value and what disclosures to provide about fair value measurements.  The ASU is largely consistent with existing fair value measurement principles in U.S. GAAP (Topic 820), with many of the amendments made to eliminate unnecessary wording differences between U.S. GAAP and International Financial Reporting Standards (IFRS).  The amendments were effective for interim and annual periods beginning after December 15, 2011 with prospective application.  Early application is not permitted.  The adoption of the new guidance did not have a material impact on the Company's consolidated financial statements.

In June 2011, the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220) - Presentation of Comprehensive Income. ”The new guidance amends disclosure requirements for the presentation of comprehensive income.  The amended guidance eliminates the option to present components of other comprehensive income (“OCI”) as part of the statement of changes in shareholders' equity.  All changes in OCI must be presented either in a single continuous statement of comprehensive income or in two separate but consecutive financial statements.  The guidance does not change the items that must be reported in OCI.  The Company adopted this guidance effective in 2012, and has elected to present two separate but consecutive financial statements.

 
In September 2011, the FASB issued ASU 2011-08, “Intangible - Goodwill and Other (Topic 350) - Testing Goodwill for Impairment.”  The amendments in this ASU permit an entity to first assess qualitative factors related to goodwill to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill test described in Topic 350.  The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent.  Under the amendments in this ASU, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount.  The amendments in this ASU were effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011.  The adoption of the new guidance did not have a material impact on the Company's consolidated financial statements.

In December 2011, the FASB issued ASU 2011-11, “Balance Sheet (Topic 210) - Disclosures about Offsetting Assets and Liabilities.”  This ASU requires entities to disclose both gross information and net information about both instruments and transactions eligible for offset in the balance sheet and instruments and transactions subject to an agreement similar to a master netting arrangement. An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The Company does not expect the adoption of ASU 2011-11 to have a material impact on its consolidated financial statements.

In July 2012, the FASB issued ASU 2012-02, “Intangibles - Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment.”  The amendments in this ASU apply to all entities that have indefinite-lived intangible assets, other than goodwill, reported in their financial statements.  The amendments in this ASU provide an entity with the option to make a qualitative assessment about the likelihood that an indefinite-lived intangible asset is impaired to determine whether it should perform a quantitative impairment test. The amendments also enhance the consistency of impairment testing guidance among long-lived asset categories by permitting an entity to assess qualitative factors to determine whether it is necessary to calculate the asset's fair value when testing an indefinite-lived intangible asset for impairment.  The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted.  The Company does not expect the adoption of ASU 2012-02 to have a material impact on its consolidated financial statements.

In January 2013, the FASB issued ASU 2013-01, “Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.”  The amendments in this ASU clarify the scope for derivatives accounted for in accordance with Topic 815, Derivatives and Hedging, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements and securities borrowing and securities lending transactions that are either offset or subject to netting arrangements.  An entity is required to apply the amendments for fiscal years, and interim periods within those years, beginning on or after January 1, 2013.  The Company does not expect the adoption of ASU 2013-01 to have a material impact on its consolidated financial statements.

In February 2013, the FASB issued ASU 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.”  The amendments in this ASU require an entity to present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income.  In addition, the amendments require a cross-reference to other disclosures currently required for other reclassification items to be reclassified directly to net income in their entirety in the same reporting period.  Companies should apply these amendments for fiscal years, and interim periods within those years, beginning on or after December 15, 2012.  The Company is currently assessing the impact that ASU 2011-03 will have on its consolidated financial statements.





Note 2.
Securities

Amortized costs and fair values of securities available for sale as of December 31, 2012 and 2011, are summarized as follows:


 
December 31, 2012
 
Amortized
Cost
  
Gross
Unrealized
Gains
  
Gross
Unrealized
Losses
  
Fair
Value
 
(In Thousands)
Available for Sale
              
U.S. government agencies
$
15,391
    
$
459
    
$
(28
)
  
$
15,822
  
Obligations of states and political subdivisions
74,485
    
3,920
    
(105
)
  
78,300
  
Mortgage-backed securities:
              
Agency
161,564
    
5,659
    
(280
)
  
166,943
  
Non-agency
15,310
    
287
    
(18
)
  
15,579
  
Other Asset Backed Securities
33,648
    
1,079
    
(85
)
  
34,642
  
Corporate preferred stock
68
    
—
    
(6
)
  
62
  
Corporate securities
8,730
    
12
    
(633
)
  
8,109
  
Total
$
309,196
    
$
11,416
    
$
(1,155
)
  
$
319,457
  


 
December 31, 2011
 
Amortized
Cost
  
Gross
Unrealized
Gains
  
Gross
Unrealized
Losses
  
Fair
Value
 
(In Thousands)
Available for Sale
              
U.S. government agencies
$
9,068
    
$
293
    
$
(18
)
  
$
9,343
  
Obligations of states and political subdivisions
65,090
    
2,503
    
(51
)
  
67,542
  
Mortgage-backed securities:
              
Agency
181,797
    
5,482
    
(209
)
  
187,070
  
Non-agency
18,737
    
67
    
(598
)
  
18,206
  
Other Asset Backed Securities
16,110
    
90
    
(404
)
  
15,796
  
Corporate preferred stock
68
    
—
    
(28
)
  
40
  
Corporate securities
10,612
    
5
    
(641
)
  
9,976
  
Trust-preferred securities
497
    
—
    
(228
)
  
269
  
Total
$
301,979
    
$
8,440
    
$
(2,177
)
  
$
308,242
  


The amortized cost and fair value of securities available for sale as of December 31, 2012, by contractual maturity are shown below.  Maturities may differ from contractual maturities in corporate and mortgage-backed securities because the securities and mortgages underlying the securities may be called or repaid without any penalties.  Therefore, these securities are not included in the maturity categories in the following maturity summary.


 
December 31, 2012
 
Amortized
Cost
  
Fair
Value
 
(In Thousands)
Due in one year or less
$
4,049
    
$
4,101
  
Due after one year through five years
26,597
    
26,890
  
Due after five years through ten years
33,651
    
35,603
  
Due after ten years
34,309
    
35,637
  
Mortgage-backed securities
176,874
    
182,522
  
Other Asset Backed Securities
33,648
    
34,642
  
Corporate preferred stock
68
    
62
  
Total
$
309,196
    
$
319,457
  

Proceeds from sales of securities during 2012, 2011, and 2010 were $41.0 million, $37.6 million, and $68.8 million, respectively.  Gross gains of $743,000, $476,000, and $1.3 million, and gross losses of $298,000, $16,000, and $457,000, were realized on those sales, respectively. Additionally, $0, $25,000, and $1.1 million in losses were recognized for impaired securities in 2012, 2011, and 2010, respectively.  The tax expense (benefit) applicable to these net realized gains, losses, and impairment charges amounted to $151,000, $148,000, and $(81,000), respectively.

The carrying value of securities pledged to qualify for fiduciary powers, to secure public monies and for other purposes as required by law amounted to $142.2 million and $116.2 million at December 31, 2012 and 2011, respectively.





At December 31, 2012 and 2011, investments in an unrealized loss position that are temporarily impaired are as follows (in thousands):

   
2012
   
Less than Twelve Months
  
Twelve Months or Greater
  
Total
2012
  
Fair Value
  
Gross
Unrealized Losses
  
Fair Value
  
Gross
Unrealized Losses
  
Fair Value
  
Gross
Unrealized Losses
U.S. government agencies
  
$
3,850
    
$
(28
)
  
$
16
    
$
—
    
$
3,866
    
$
(28
)
Obligations of states and political subdivisions
  
6,966
    
(105
)
  
—
    
—
    
6,966
    
(105
)
Mortgage backed securities:
                        
Agency
  
24,344
    
(234
)
  
1,241
    
(46
)
  
25,585
    
(280
)
Non-agency
  
3,295
    
(18
)
  
—
    
—
    
3,295
    
(18
)
Other Asset Backed Securities
  
2,791
    
(57
)
  
1,418
    
(28
)
  
4,209
    
(85
)
Corporate preferred stock
  
—
    
—
    
33
    
(6
)
  
33
    
(6
)
Corporate securities
  
—
    
—
    
6,867
    
(633
)
  
6,867
    
(633
)
Total
  
$
41,246
    
$
(442
)
  
$
9,575
    
$
(713
)
  
$
50,821
    
$
(1,155
)

   
2011
   
Less than Twelve Months
  
Twelve Months or Greater
  
Total
2011
  
Fair Value
  
Gross Unrealized Losses
  
Fair Value
  
Gross Unrealized Losses
  
Fair Value
  
Gross Unrealized Losses
U.S. government agencies
  
$
2,045
    
$
(18
)
  
$
26
    
$
—
    
$
2,071
    
$
(18
)
Obligations of states and political subdivisions
  
43
    
—
    
2,243
    
(51
)
  
2,286
    
(51
)
Mortgage backed securities:
                        
Agency
  
22,768
    
(209
)
  
—
    
—
    
22,768
    
(209
)
Non-agency
  
4,773
    
(103
)
  
4,522
    
(495
)
  
9,295
    
(598
)
Other Asset Backed Securities
  
10,572
    
(362
)
  
1,467
    
(42
)
  
12,039
    
(404
)
Corporate preferred stock
  
—
    
—
    
11
    
(28
)
  
11
    
(28
)
Corporate securities
  
7,775
    
(227
)
  
2,057
    
(414
)
  
9,832
    
(641
)
Trust-preferred securities
  
—
    
—
    
269
    
(228
)
  
269
    
(228
)
Total
  
$
47,976
    
$
(919
)
  
$
10,595
    
$
(1,258
)
  
$
58,571
    
$
(2,177
)

A total of 50 securities have been identified by the Company as temporarily impaired at December 31, 2012.  Of the 50 securities, 50 are investment grade and none are speculative grade.  Agency, non-agency mortgage-backed securities, and corporate securities make up the majority of temporarily impaired securities at December 31, 2012.  Market prices change daily and are affected by conditions beyond the control of the Company.  Although the Company has the ability to hold these securities until the temporary loss is recovered, decisions by management may necessitate a sale before the loss is fully recovered.  No such sales were anticipated or required as of December 31, 2012.  Investment decisions reflect the strategic asset/liability objectives of the Company.  The investment portfolio is analyzed frequently by the Company and managed to provide an overall positive impact to the Company’s income statement and balance sheet.

Trust preferred securities

As of December 31, 2012, the Company held no trust preferred securities in its investment portfolio.

The Company previously held trust preferred securities that were identified as other-than-temporarily impaired.  These securities were sold during the second quarter of 2012 with a recognized net loss of approximately $142,000.  Additionally, these securities incurred cumulative other-than-temporary credit losses recognized in prior period earnings of approximately $2.4 million through December 31, 2011.

 
The Company also previously held one trust preferred security that was not considered other-than-temporarily impaired while held in its investment portfolio.  The security was sold during the third quarter of 2012 with a recognized net loss of approximately $149,000.  No credit losses were recognized on this security while held.

Other-than-temporary impairment losses

At December 31, 2012, the Company evaluated the investment portfolio for possible other-than-temporary impairment losses and concluded that no adverse change in cash flows occurred during the quarter and did not consider any portfolio securities to be other-than-temporarily impaired.  Based on this analysis and because the Company does not intend to sell securities prior to maturity and it is more likely than not the Company will not be required to sell any securities before recovery of amortized cost basis, which may be at maturity; and, for debt securities related to corporate securities, determined that there was no other adverse change in the cash flows as viewed by a market participant, the Company does not consider the investments in these assets to be other than temporarily impaired at December 31, 2012.  However, there is a risk that the Company’s continuing reviews could result in recognition of other-than-temporary impairment charges in the future.  Accordingly, during the year ended December 31, 2012, no credit related impairment losses were recognized by the Company compared to $25,000 recognized for the year ended December 31, 2011.

The Company’s investment in FHLB stock totaled $5.3 million at December 31, 2012.  FHLB stock is generally viewed as a long-term investment and as a restricted security which is carried at cost because there is no market for the stock other than the FHLB or member institutions.  Therefore, when evaluating FHLB stock for impairment, its value is based on the ultimate recoverability of the par value rather than by recognizing temporary declines in value.  The Company does not consider this investment to be other-than-temporarily impaired at December 31, 2012, and no impairment has been recognized.  FHLB stock is shown in restricted securities on the consolidated balance sheets and is not part of the available-for-sale portfolio.

Note 3.
Loans, Net

The Company segregates its loan portfolio into three primary loan segments:  Real Estate Loans, Commercial Loans, and Consumer Loans.  Real estate loans are further segregated into the following classes: construction loans, loans secured by farmland, loans secured by 1-4 family residential real estate, and other real estate loans.  Other real estate loans include commercial real estate loans.  The consolidated loan portfolio was composed of the following:


 
2012
  
2011
 
Outstanding
Balance
  
Percent of
Total Portfolio
  
Outstanding
Balance
  
Percent of
Total Portfolio
 
(In Thousands)
  
Real estate loans:
              
Construction
$
50,218
    
7.1
%
  
$
42,208
    
6.3
%
Secured by farmland
11,876
    
1.7
    
10,047
    
1.5
  
Secured by 1-4 family residential
260,620
    
36.7
    
236,760
    
35.3
  
Other real estate loans
254,930
    
35.9
    
275,428
    
41.0
  
Commercial loans
118,573
    
16.8
    
94,427
    
14.1
  
Consumer loans
13,260
    
1.8
    
12,523
    
1.8
  
Total Gross Loans (1)
709,477
    
100.0
%
  
671,393
    
100.0
%
Less allowance for loan losses
14,311
        
14,623
      
Net loans
$
695,166
        
$
656,770
      

(1)
Gross loan balances at December 31, 2012 and 2011 are net of deferred loan costs of $2.1 million and $1.9 million respectively.

Loans presented in the table above exclude loans held for sale.  The Company had $82.1 million and $92.5 million in mortgages held for sale at December 31, 2012 and 2011, respectively.

 
The following tables present a contractual aging of the recorded investment in past due loans by class of loans as of December 31, 2012 and December 31, 2011.


(In Thousands)
    
December 31, 2012
    
 
30-59 Days Past Due
  
60-89 Days Past Due
  
90 Days Or Greater
  
Total Past Due
  
Current
  
Total Loans
Real estate loans:
                      
Construction
$
—
    
$
108
    
$
2,043
    
$
2,151
    
$
48,067
    
$
50,218
  
Secured by farmland
415
    
—
    
—
    
415
    
11,461
    
11,876
  
Secured by 1-4 family residential
1,625
    
568
    
1,910
    
4,103
    
256,517
    
260,620
  
Other real estate loans
197
    
361
    
6,112
    
6,670
    
248,260
    
254,930
  
Commercial loans
—
    
44
    
144
    
188
    
118,385
    
118,573
  
Consumer loans
27
    
10
    
32
    
69
    
13,191
    
13,260
  
Total
$
2,264
    
$
1,091
    
$
10,241
    
$
13,596
    
$
695,881
    
$
709,477
  


(In Thousands)
    
December 31, 2011
    
 
30-59 Days Past Due
  
60-89 Days Past Due
  
90 Days Or Greater
  
Total Past Due
  
Current
  
Total Loans
Real estate loans:
                      
Construction
$
696
    
$
—
    
$
3,285
    
$
3,981
    
$
38,227
    
$
42,208
  
Secured by farmland
415
    
—
    
—
    
415
    
9,632
    
10,047
  
Secured by 1-4 family residential
2,036
    
1,721
    
7,639
    
11,396
    
225,364
    
236,760
  
Other real estate loans
6,079
    
1,736
    
1,466
    
9,281
    
266,147
    
275,428
  
Commercial loans
1,751
    
121
    
315
    
2,187
    
92,240
    
94,427
  
Consumer loans
23
    
—
    
—
    
23
    
12,500
    
12,523
  
Total
$
11,000
    
$
3,578
    
$
12,705
    
$
27,283
    
$
644,110
    
$
671,393
  


The following table presents the recorded investment in nonaccrual loans and loans past due ninety days or more and still accruing by class of loans as of December 31 of the indicated year:


 
2012
  
2011
 
Nonaccrual
  
Past due 90
days or more
and still accruing
  
Nonaccrual
  
Past due 90
days or more
and still accruing
 
(In Thousands)
Real estate loans:
              
Construction
$
2,861
    
$
780
    
$
3,804
    
$
86
  
Secured by 1-4 family residential
8,761
    
228
    
11,839
    
1,097
  
Other real estate loans
7,866
    
—
    
7,567
    
—
  
Commercial loans
2,146
    
34
    
2,136
    
50
  
Consumer loans
30
    
2
    
—
    
—
  
Total
$
21,664
    
$
1,044
    
$
25,346
    
$
1,233
  

If interest on nonaccrual loans had been accrued, such income would have approximated $1,350,000, $1,500,000, and $722,000 for the years ended December 31, 2012, 2011, and 2010 respectively.

 
The Company utilizes an internal asset classification system as a means of measuring and monitoring credit risk in the loan portfolio.  Under the Company’s classification system, problem and potential problem loans are classified as “Special Mention”, “Substandard”, and “Doubtful”.

Special Mention:  Loans classified as special mention have potential weaknesses that deserve management’s close attention.  If  left uncorrected, the potential weaknesses may result in the deterioration of the repayment prospects for the credit.

Substandard:  Loans classified as substandard have a well-defined weakness that jeopardizes the liquidation of the debt.  Either the paying capacity of the borrower or the value of the collateral may be inadequate to protect the Company from potential losses.

Doubtful:  Loans classified as doubtful have a very high possibility of loss.  However, because of important and reasonably specific pending factors, classification as a loss is deferred until a more exact status may be determined.

Loss: Loans are classified as loss when they are deemed uncollectible and are charged off immediately.

The following tables present the recorded investment in loans by class of loan that have been classified according to the internal classification system as of December 31 of the indicated year:


December 31, 2012
(In Thousands)
 
Real Estate Construction
  
Real Estate Secured by Farmland
  
Real Estate Secured by 1-4 Family Residential
  
Other Real Estate Loans
  
Commercial
  
Consumer
  
Total
Pass
$
29,741
  
$
11,068
    
$
237,121
    
$
228,052
    
$
112,298
    
$
13,134
    
$
631,414
  
Special Mention
15,540
  
199
    
3,767
    
12,949
    
3,332
    
47
    
35,834
  
Substandard
3,902
  
609
    
18,333
    
12,887
    
2,831
    
49
    
38,611
  
Doubtful
1,035
  
—
    
1,399
    
1,042
    
112
    
30
    
3,618
  
Loss
—
  
—
    
—
    
—
    
—
    
—
    
—
  
Ending Balance
$
50,218
  
$
11,876
    
$
260,620
    
$
254,930
    
$
118,573
    
$
13,260
    
$
709,477
  



December 31, 2011
(In Thousands)
 
Real Estate Construction
  
Real Estate Secured by Farmland
  
Real Estate Secured by 1-4 Family Residential
  
Other Real Estate Loans
  
Commercial
  
Consumer
  
Total
Pass
$
22,250
  
$
9,235
    
$
207,332
    
$
239,156
    
$
87,731
    
$
12,448
    
$
578,152
  
Special Mention
5,764
  
199
    
10,773
    
23,434
    
4,127
    
61
    
44,358
  
Substandard
13,163
  
613
    
17,062
    
12,592
    
2,374
    
14
    
45,818
  
Doubtful
1,031
  
—
    
1,593
    
246
    
195
    
—
    
3,065
  
Loss
—
  
—
    
—
    
—
    
—
    
—
    
—
  
Ending Balance
$
42,208
  
$
10,047
    
$
236,760
    
$
275,428
    
$
94,427
    
$
12,523
    
$
671,393
  


The following tables present loans individually evaluated for impairment by class of loan as of and for the year ended December 31, 2012 and 2011:


 
December 31, 2012
(In Thousands)
Recorded Investment
  
Unpaid Principal Balance
  
Related Allowance
  
Average Recorded Investment
  
Interest Income Recognized
With no related allowance recorded:
                  
Real estate loans:
                  
Construction
$
1,819
    
$
2,370
    
$
—
    
$
2,543
    
$
—
  
Secured by farmland
—
    
—
    
—
    
—
    
—
  
Secured by 1-4 family residential
3,248
    
3,667
    
—
    
3,712
    
50
  
Other real estate loans
3,135
    
3,178
    
—
    
3,141
    
91
  
Commercial loans
1,947
    
1,947
    
—
    
1,924
    
—
  
Consumer loans
—
    
—
    
—
    
—
    
—
  
Total with no related allowance
$
10,149
    
$
11,162
    
$
—
    
$
11,320
    
$
141
  
With an allowance recorded:
                  
Real estate loans:
                  
Construction
$
1,150
    
$
2,250
    
$
166
    
$
1,685
    
$
—
  
Secured by farmland
—
    
—
    
—
    
—
      
Secured by 1-4 family residential
7,544
    
8,203
    
2,724
    
7,842
    
65
  
Other real estate loans
7,505
    
7,605
    
1,045
    
7,691
    
73
  
Commercial loans
417
    
464
    
338
    
446
    
14
  
Consumer loans
30
    
30
    
30
    
30
    
—
  
Total with a related allowance
$
16,646
    
$
18,552
    
$
4,303
    
$
17,694
    
$
152
  
Total
$
26,795
    
$
29,714
    
$
4,303
    
$
29,014
    
$
293
  
 



 
December 31, 2011
(In Thousands)
Recorded Investment
  
Unpaid Principal Balance
  
Related Allowance
  
Average Recorded Investment
  
Interest Income Recognized
With no related allowance recorded:
                  
Real estate loans:
                  
Construction
$
2,992
    
$
3,652
    
$
—
    
$
3,948
    
$
—
  
Secured by farmland
—
    
—
    
—
    
—
    
—
  
Secured by 1-4 family residential
3,978
    
4,656
    
—
    
4,424
    
7
  
Other real estate loans
4,732
    
4,775
    
—
    
5,729
    
95
  
Commercial loans
1,751
    
1,751
    
—
    
1,735
    
—
  
Consumer loans
—
    
—
    
—
    
—
    
—
  
Total with no related allowance
$
13,453
    
$
14,834
    
$
—
    
$
15,836
    
$
102
  
With an allowance recorded:
                  
Real estate loans:
                  
Construction
$
812
    
$
842
    
$
328
    
$
812
    
$
—
  
Secured by farmland
—
    
—
    
—
    
—
    
—
  
Secured by 1-4 family residential
8,697
    
10,417
    
3,076
    
9,047
    
17
  
Other real estate loans
5,581
    
5,581
    
1,192
    
5,076
    
64
  
Commercial loans
656
    
678
    
502
    
662
    
14
  
Consumer loans
—
    
—
    
—
    
—
    
—
  
Total with a related allowance
$
15,746
    
$
17,518
    
$
5,098
    
$
15,597
    
$
95
  
Total
$
29,199
    
$
32,352
    
$
5,098
    
$
31,433
    
$
197
  
 

The “Recorded Investment” amounts in the table above represent the outstanding principal balance on each loan represented in the table.  The “Unpaid Principal Balance” represents the outstanding principal balance on each loan represented in the table plus any amounts that have been charged off on each loan.
 
Troubled Debt Restructurings

Included in certain loan categories in the impaired loans are troubled debt restructurings (“TDRs”) that were classified as impaired.  The total balance of  TDRs at December 31, 2012 was $12.0 million of which $6.9 million were included in the Company’s non-accrual loan totals at that date and $5.1 million represented loans performing as agreed to the restructured terms. This compares with $11.2 million in total restructured loans at December 31, 2011.  The amount of the valuation allowance related to TDRs was $2.0 million and $1.7 million as of December 31, 2012 and 2011 respectively.
 
The $6.9 million in nonaccrual TDRs as of December 31, 2012 is comprised of $69,000 in real estate construction loans, $2.2 million in 1-4 family real estate loans, and $4.6 million in other real estate loans.  The $5.1 million in TDRs which were performing as agreed under restructured terms as of December 31, 2012 is comprised of $220,000 in commercial loans, $2.0 million in 1-4 family real estate loans, $108,000 in real estate construction loans, and $2.7 million in other real estate loans.  The Company considers all loans classified as TDRs to be impaired as of December 31, 2012.

 
The following tables present by class of loan, information related to loans modified in a TDR during the years ended December 31, 2012 and December 31, 2011:
 
   
Loans modified as TDR's
   
For the year ended
   
December 31, 2012
Class of Loan
  
Number of Contracts
  
Pre-Modification Outstanding Recorded Investment
  
Post-Modification Outstanding Recorded Investment
       
(In thousands)
  
(In thousands)
Real estate loans:
            
Construction
  
1
    
$
109
    
$
108
  
Secured by farmland
  
—
    
—
    
—
  
Secured by 1-4 family residential
  
11
    
3,955
    
3,665
  
Other real estate loans
  
2
    
1,745
    
1,418
  
Total real estate loans
  
14
    
5,809
    
5,191
  
             
Commercial loans
  
1
    
90
    
61
  
Consumer loans
  
—
    
—
    
—
  
Total
  
15
    
$
5,899
    
$
5,252
  

 
   
Loans modified as TDR's
   
For the year ended
   
December 31, 2011
Class of Loan
  
Number of Contracts
  
Pre-Modification Outstanding Recorded Investment
  
Post-Modification Outstanding Recorded Investment
       
(In thousands)
  
(In thousands)
Real estate loans:
            
Construction
  
—
    
$
—
    
$
—
  
Secured by farmland
  
—
    
—
    
—
  
Secured by 1-4 family residential
  
5
    
726
    
718
  
Other real estate loans
  
7
    
7,623
    
7,667
  
Total real estate loans
  
12
    
8,349
    
8,385
  
             
Commercial loans
  
4
    
271
    
271
  
Consumer loans
  
—
    
—
    
—
  
Total
  
16
    
$
8,620
    
$
8,656
  

During the year ended December 31, 2012, the Company modified 15 loans that were considered to be TDRs.  The terms were extended for 3 loans and the interest rates were lowered for 9 loans. Additionally, 3 loans were placed on interest only payments methods.

During the year ended December 31, 2011, the Company modified 16 loans that were considered to be TDRs.  The terms were extended for 16 loans and the interest rates were lowered for 14 loans.

During the year ended December 31, 2012, the Company identified as TDRs 5 loans for which the allowance for loan losses had previously been measured under a general allowance methodology. Upon identifying these loans as TDRs, the Company evaluated them for impairment. The accounting amendments require prospective application of the impairment measurement guidance for those loans newly identified as impaired.  As of December 31, 2012, the recorded investment in the loans restructured during 2012 for which the allowance was previously measured under a general allowance methodology was $1.7 million, and the allowance for loan losses associated with those loans, on the basis of a current evaluation of loss was $341,000.

 
During the year ended December 31, 2011, the Company identified as TDRs,  seven loans for which the allowance for loan losses had previously been measured under a general allowance methodology. Upon identifying these loans as TDRs, the Company evaluated them for impairment.  As of December 31, 2011, the recorded investment in the loans restructured during 2011 for which the allowance was previously measured under a general allowance methodology was $3.9 million, and the allowance for loan losses associated with those loans, on the basis of a then-current evaluation of loss was $803,000.

As of December 31, 2012 and 2011, $3.5 million and $5.2 million, respectively, of loans restructured as TDRs during 2012 and 2011 were included in the Company's non-accrual loans totals.  The balance of the loans identified as TDRs during those years  were reflected as non-performing assets which were performing as agreed under the restructured terms as of December 31, 2012 and 2011.

Two loans modified as TDRs during the year ended December 31, 2012 with a year end balance of $783,000 subsequently defaulted (i.e. 90 days or more past due following a restructuring) during the year.

One loan modified as a TDR during the year ended December 31, 2011 with a year end balance of $2.1 million subsequently defaulted (i.e. 90 days or more past due following a restructuring) during 2012.

Management considers troubled debt restructurings and subsequent defaults in restructured loans in the determination of the adequacy of the Company's allowance for loan losses.  When identified as a TDR, a loan is evaluated for potential loss based on the present value of expected future cash flows discounted at the loan's effective interest rate, the loan's observable market price, or the estimated fair value of the collateral, less any selling costs if the loan is collateral dependent.  Loans identified as TDRs frequently are on non-accrual status at the time of the restructuring and, in some cases, partial charge-offs may have already been taken against the loan and a specific allowance may have already been established for the loan.  As a result of any modification as a TDR, the specific reserve associated with the loan may be increased.  Additionally, loans modified in a TDR are closely monitored for delinquency as an early indicator of possible future defaults.  If loans modified in a TDR subsequently default, the Company evaluates them for possible further impairment.  As a result, any specific allowance may be increased, adjustments may be made in the allocation of the total allowance balance, or partial charge-offs may be taken to further write-down the carrying value of the loan.  Management exercises significant judgment in developing estimates for potential losses associated with TDRs.

Note 4.
Allowance for Loan Losses

The following tables present the changes in the allowance for loan losses balances by loan class for the years ended December 31, 2012 and December 31, 2011.  The tables also include a presentation of the ending allowance for loan losses balance and the ending recorded investment in loans balances by class and by impairment evaluation method as of December 31, 2012 and December 31, 2011.


 
December 31, 2012
(In Thousands)
Real Estate Construction
  
Real Estate Secured by Farmland
  
Real Estate Secured by 1-4 Family Residential
  
Other Real Estate Loans
  
Commercial
  
Consumer
  
Total
Allowance for loan losses:
                          
Balance at December 31, 2011
$
897
    
$
110
    
$
7,465
    
$
4,385
    
$
1,621
    
$
145
    
$
14,623
  
Charge-offs
(2,152
)
  
—
    
(893
)
  
(760
)
  
(394
)
  
(72
)
  
(4,271
)
Recoveries
2
    
—
    
388
    
86
    
12
    
33
    
521
  
Provision
2,511
    
25
    
(684
)
  
637
    
859
    
90
    
3,438
  
Balance at December 31, 2012
$
1,258
    
$
135
    
$
6,276
    
$
4,348
    
$
2,098
    
$
196
    
$
14,311
  
Ending allowance balance:
                          
Ending allowance balance attributable to loans:
                          
Individually evaluated for impairment
$
166
    
$
—
    
$
2,724
    
$
1,045
    
$
338
    
$
30
    
$
4,303
  
Collectively evaluated for impairment
1,092
    
135
    
3,552
    
3,303
    
1,760
    
166
    
10,008
  
Total ending allowance balance
$
1,258
    
$
135
    
$
6,276
    
$
4,348
    
$
2,098
    
$
196
    
$
14,311
  
Ending loan recorded investment balances:
                          
Individually evaluated for impairment
$
2,969
    
$
—
    
$
10,792
    
$
10,640
    
$
2,364
    
$
30
    
$
26,795
  
Collectively evaluated for impairment
47,249
    
11,876
    
249,828
    
244,290
    
116,209
    
13,230
    
682,682
  
Total ending loans balance
$
50,218
    
$
11,876
    
$
260,620
    
$
254,930
    
$
118,573
    
$
13,260
    
$
709,477
  


 
December 31, 2011
(In Thousands)
Real Estate Construction
  
Real Estate Secured by Farmland
  
Real Estate Secured by 1-4 Family Residential
  
Other Real Estate Loans
  
Commercial
  
Consumer
  
Total
Allowance for loan losses:
                          
Balance at December 31, 2010
$
4,684
    
$
107
    
$
3,965
    
$
4,771
    
$
1,055
    
$
385
    
$
14,967
  
Charge-offs
(467
)
  
—
    
(2,062
)
  
(438
)
  
(180
)
  
(318
)
  
(3,465
)
Recoveries
29
    
—
    
41
    
98
    
41
    
28
    
237
  
Provision
(3,349
)
  
3
    
5,521
    
(46
)
  
705
    
50
    
2,884
  
Balance at December 31, 2011
$
897
    
$
110
    
$
7,465
    
$
4,385
    
$
1,621
    
$
145
    
$
14,623
  
Ending allowance balance:
                          
Ending allowance balance attributable to loans:
                          
Individually evaluated for impairment
$
328
    
$
—
    
$
3,076
    
$
1,192
    
$
502
    
$
—
    
$
5,098
  
Collectively evaluated for impairment
569
    
110
    
4,389
    
3,193
    
1,119
    
145
    
9,525
  
Total ending allowance balance
$
897
    
$
110
    
$
7,465
    
$
4,385
    
$
1,621
    
$
145
    
$
14,623
  
Ending loan recorded investment balances:
                          
Individually evaluated for impairment
$
3,804
    
$
—
    
$
12,675
    
$
10,313
    
$
2,407
    
$
—
    
$
29,199
  
Collectively evaluated for impairment
38,404
    
10,047
    
224,085
    
265,115
    
92,020
    
12,523
    
642,194
  
Total ending loans balance
$
42,208
    
$
10,047
    
$
236,760
    
$
275,428
    
$
94,427
    
$
12,523
    
$
671,393
  


Note 5.
Premises and Equipment, Net

Premises and equipment consists of the following:
 
 
2012
  
2011
 
(In Thousands)
Land
$
2,370
    
$
2,379
  
Facilities
20,472
    
20,144
  
Furniture, fixtures, and equipment
12,362
    
12,861
  
Construction in process and deposits on equipment
1,489
    
1,633
  
 
36,693
    
37,017
  
Less accumulated depreciation
(16,106
)
  
(15,711
)
Total
$
20,587
    
$
21,306
  

Depreciation expense was $1.7 million, $1.6 million, and $1.4 million for the years ended December 31, 2012, 2011, and 2010, respectively.

 
Pursuant to the terms of non-cancelable lease agreements in effect at December 31, 2012, pertaining to banking premises and equipment, future minimum rent commitments (in thousands) under various operating leases are as follows:


2013
   $ 3,531  
2014
     3,306  
2015
     3,004  
2016
     2,671  
2017
     2,594  
Thereafter
     17,866  
    $ 32,972  

Rent expense was $3.6 million, $3.3 million, and $2.9 million for the years ended December 31, 2012, 2011, and 2010, respectively.

Note 6.
Deposits

The Company has developed an interest bearing product that integrates the use of the cash within client accounts at Middleburg Trust Company for overnight funding at Middleburg Bank. The overall balance of this product was $56.9 million and $35.2 million at December 31, 2012 and 2011, respectively, and is partially reflected in the interest-bearing demand deposits and partially reflected in securities sold under agreements to repurchase amounts on the balance sheet.

The aggregate amount of jumbo time deposits, each with a minimum denomination of $100,000, was approximately $235.1 million and $190.3 million at December 31, 2012 and 2011, respectively.

At December 31, 2012, the scheduled maturities of time deposits (in thousands) are as follows:


2013
   $ 157,183  
2014
     68,079  
2015
     21,431  
2016
     24,999  
2017
     20,331  
    $ 292,023  

At December 31, 2012 and 2011, overdraft demand deposits reclassified to loans totaled $312,000 and $315,000, respectively.

At December 31, 2012, one depositor, with $30.8 million, held approximately 3.2 percent of the total deposits at Middleburg Bank.

Middleburg Bank obtains certain deposits through the efforts of third-party brokers.  At December 31, 2012 and 2011, brokered deposits totaled $65.1 million and $96.9 million, respectively, and were included in time deposits.

Note 7.
Borrowings

As of December 31, 2012, Middleburg Bank had remaining credit availability in the amount of $76 million at the Federal Home Loan Bank of Atlanta.  This line may be utilized for short and/or long-term borrowing.  Advances on the line are secured by all of the Company’s first lien residential real estate loans on one-to-four-unit, single-family dwellings; home equity lines of credit; and eligible commercial real estate loans.   The amount of the available credit is limited to a percentage of the estimated market value of the loans as determined periodically by the FHLB of Atlanta.  Any borrowings in excess of the qualifying collateral require pledging of additional assets.

The Company had $77.9 million of Federal Home Loan Bank advances outstanding as of December 31, 2012.  The interest rates on these advances ranged from 0.14% to 1.98% and the weighted-average rate was 1.17%.  The Company’s Federal Home Loan Bank advances totaled $82.9 million at December 31, 2011.  The weighted-average interest rate on these advances at December 31, 2011 was 1.14%.


The contractual maturities of the Company’s long-term debt are as follows:


   
December 31, 2012
  
   
(In thousands)
  
Due in 2013
   $ 17,912  
Due in 2014
     40,000  
Due in 2015
     15,000  
Due in 2016
     5,000  
Total
   $ 77,912  


 
The outstanding balances and related information for Federal Funds Purchased, Securities Sold Under Agreements to Repurchase, and Short-term Borrowings are summarized as follows (in thousands):


   
Federal Funds Purchased
    
Securities Sold Under Agreements to Repurchase
    
Short-term Borrowings
At December 31:
                
2012
   $ —     $ 33,975     $ 11,873  
2011
     —       31,686       28,331  
2010
     —       25,562       13,320  
Weighted-average interest rate at year-end:
                        
2012
     — %     0.90 %     5.00 %
2011
     —       1.04       5.00  
2010
     —       0.94       5.13  
Maximum amount outstanding at any month's end:
                        
2012
   $ —     $ 38,949     $ 17,656  
2011
     —       36,617       28,331  
2010
     5,000       27,542       21,875  
Average amount outstanding during the year:
                        
2012
   $ 1     $ 34,177     $ 8,725  
2011
     42       33,162       9,555  
2010
     25       25,314       10,419  
Weighted-average interest rate during the year:
                        
2012
     0.25 %     0.97 %     4.49 %
2011
     0.25       0.88       3.33  
2010
     —       0.81       3.77  

In 2012, Southern Trust Mortgage had a revolving line of credit with a regional bank with a credit limit of $24 million.  The line was primarily used to fund its mortgages held for sale.  Middleburg Bank guarantees the balance of these loans up to $10 million.  At December 31, 2012, the line had an outstanding balance of $ 11.9 million and is included in total short-term borrowings.  The line of credit is based on the London Inter-Bank Offered Rate (“LIBOR”).  The weighted-average interest rate on Southern Trust Mortgage’s line of credit at December 31, 2012, was 5.00%

Southern Trust Mortgage also has a $70 million line of credit for financing mortgage notes it originates until such time the mortgage notes can be sold and a $5 million line of credit for operating purposes with Middleburg Bank, of which $69.2 million and $1.2 million, respectively, was outstanding at December 31, 2012.  These lines of credit are eliminated in the consolidation process and are not reflected in the consolidated financial statements of the Company.

The Company also has a line of credit with the Federal Reserve Bank of Richmond of $48.9 million of which there was no outstanding balance at December 31, 2012.

The Company has an additional $24 million in lines of credit available from other institutions at December 31, 2012.

Note 8.
Share-Based Compensation Plan

The Company sponsored one share-based compensation plan, the 2006 Equity Compensation Plan, which provides for the granting of stock options, stock appreciation rights, stock awards, performance share awards, incentive awards, and stock units.  The 2006 Equity Compensation Plan was approved by the Company’s shareholders at the Annual Meeting held on April 26, 2006, and has succeeded the Company’s 1997 Stock Incentive Plan.  Under the plan, the Company may grant share-based compensation to its directors, officers, employees, and other persons the Company determines have contributed to the profits or growth of the Company.  The Company may grant awards up to 255,000 shares of common stock under the 2006 Equity Compensation Plan.

 
The Company granted 45,500 shares of restricted stock on May 2, 2012 to certain employees and executive officers.  The restricted stock award is a hybrid performance and service based award that contains performance-based acceleration provisions if certain financial performance targets are met during pre-defined monitoring periods.  If the performance targets are not met during the monitoring periods, only 50% of the awarded shares will vest on December 31, 2017.  Under the terms of the award, vesting may be accelerated on a partial basis after December 31, 2014 depending on financial results for the years 2012 through 2014.  Vesting may be accelerated each year thereafter until December 31, 2016 based on financial results as compared to a selected peer group for the preceding three years.  If the stock award is not vested through acceleration, 50% of any unvested shares will become vested on December 31, 2017.   All unearned restricted stock grants are forfeited if the employee leaves the Company prior to vesting.

Additionally, on May 2, 2012, 475 shares of service-based restricted stock were issued to an executive officer not included in the above group and 400 shares of restricted stock were awarded to each member of the board of directors totaling 4,000 shares.  The shares will vest at 100% on April 30, 2013.
 
No stock option awards were made during the years ended December 31, 2012 or 2011.
 
For the years ended December 31, 2012, 2011, and 2010, the Company recorded $440,000, $471,000, and $158,000, respectively, in share-based compensation expense related to restricted stock and option grants.  The total income tax benefit related to share-based compensation was $79,000, $111,000, and $41,000 in 2012, 2011, and 2010, respectively.

The following table summarizes restricted stock service awards awarded under the 2006 Equity Compensation Plan at December 31.

 
2012
  
2011
  
2010
 
Shares
  
Weighted-Average Grant Date Fair Value
  
Aggregate Intrinsic Value
  
Shares
  
Weighted-Average Grant Date Fair Value
  
Aggregate Intrinsic Value
  
Shares
  
Weighted-Average Grant Date Fair Value
  
Aggregate Intrinsic Value
Non-vested at the beginning of the year
64,518
    
$
14.96
        
16,878
    
$
16.24
        
7,752
    
$
23.82
      
Granted
49,975
    
16.86
        
55,563
    
15.06
        
15,023
    
14.58
      
Vested
(4,549
)
  
14.79
        
(7,923
)
  
18.38
        
(3,650
)
  
26.30
      
Forfeited
—
    
—
        
—
    
—
        
(2,247
)
  
14.99
      
Non-vested at end of the year
109,944
    
$
15.83
    
$
1,942,000
    
64,518
    
$
14.96
    
$
919,000
    
16,878
    
$
16.24
    
$
241,000
  

The weighted-average remaining contractual term for non-vested service award grants at December 31, 2012,  2011, and 2010 was 4.3 , 4.5, and 1.9 years, respectively.  The weighted-average grant-date fair value of restricted stock service-based grants awarded during the years ended December 31, 2012, 2011, and 2010  was $16.86 , $15.06, and $14.58 respectively. As of December 31, 2012, there was $1.4 million of total unrecognized compensation expense related to the non-vested service award grants  under the 2006 Equity Compensation Plan.

For the years ended December 31, 2012, 2011, and 2010, the Company recorded $362,000, $217,000, and $131,000, respectively, in compensation expense for service-based restricted stock awards

 
The following table summarizes restricted stock performance awards awarded under the 2006 Equity Compensation Plan at December 31. 

 
2012
  
2011
  
2010
 
Shares
  
Weighted-Average Grant Date Fair Value
  
Aggregate Intrinsic Value
  
Shares
  
Weighted-Average Grant Date Fair Value
  
Aggregate Intrinsic Value
  
Shares
  
Weighted-Average Grant Date Fair Value
  
Aggregate Intrinsic Value
Non-vested at the beginning of the year
21,702
    
$
14.27
        
21,702
    
$
14.27
        
16,078
    
$
18.11
      
Granted
—
    
—
        
—
    
—
        
12,220
    
13.92
      
Vested
(8,383
)
  
14.59
        
—
    
—
        
—
    
—
      
Forfeited
(2,808
)
  
14.59
        
—
    
—
        
(6,596
)
  
23.00
      
Non-vested at end of the year
10,511
    
$
13.92
    
$
186,000
    
21,702
    
$
14.27
    
$
309,000
    
21,702
    
$
14.27
    
$
309,000
  

The weighted-average remaining contractual term for non-vested performance award grants at December 31, 2012 and 2011, was 0.2 and 0.6 years, respectively.  No performance-based restricted stock was granted during the years ended December 31, 2012 and December 31, 2011.  The weighted-average grant-date fair value of performance-based restricted stock awarded during the year ended December 31, 2010 was $13.92.  As of December 31, 2012, there was $73,000 of total unrecognized compensation expense related to the non-vested performance awards under the 2006 Equity Compensation Plan.

Performance-based restricted stock awards vest based on the target levels being reached over a three-year period.  Compensation expense is recognized based on the grant-date fair value of the awards and and the estimated forfeiture rate associated with achieving the target result level.  For the years ended December 31, 2012 and December 31, 2011, the Company recorded $64,000 and$206,000, respectively, in compensation expense related to performance-based restricted stock awards.  For the year ended December 31, 2010, no expense was recorded due to the estimated forfeiture rate during that year.

Stock options may be granted periodically to certain officers and employees under the Company’s share-based compensation plan as determined by a committee.  The Company recorded compensation expense of $14,000, $49,000, and $27,000 respectively for the years ended December 31, 2012 , 2011, and 2010 related to previously issued stock option awards.   Shares issued in connection with stock option exercises may be issued from available treasury shares or from market purchases.

Options are granted to certain employees at prices equal to the market value of the stock on the date the options are granted.  Options granted vest over a three-year time period over which 25 percent vests on each of the first and second anniversaries of the grant and 50 percent on the third anniversary of the grant.  The effects are computed using option pricing models, using the following weighted-average assumptions for options granted during 2010 as of the grant date: 1) a risk-free interest rate of 2.26 percent 2) a dividend yield of 2.51 percent, 3) volatility of 26.71 percent and 4) an expected option life of 9.72 years. No options were granted during 2012 or 2011.  As of December 31, 2012, all outstanding option awards were vested and, accordingly, there was no unrecognized compensation cost related to unvested stock-based option awards.
 
The following table summarizes options outstanding under the 2006 Equity Compensation Plan and remaining outstanding unexercised options under the 1997 Stock Incentive Plan at the end of the reportable periods.  The weighted-average remaining contractual term for options outstanding and exercisable at December 31, 2012, 2011, and 2010, was 4.7 years, 2.3 years and 2.8 years, respectively.



Options outstanding at December 31 are summarized as follows:


 
2012
  
2011
  
2010
 
Shares
  
Weighted-
Average
Exercise
Price
  
Shares
  
Weighted-
Average
Exercise
Price
  
Shares
  
Weighted-
Average
Exercise
Price
Outstanding at beginning of year
160,171
    
$
20.40
    
165,915
    
$
20.18
    
184,208
    
$
19.34
  
Granted
—
    
—
    
—
    
—
    
—
    
—
  
Exercised
—
    
—
    
—
    
—
    
(12,500
)
  
10.63
  
Forfeited
(78,000
)
  
23.64
    
(5,744
)
  
14.00
    
(5,793
)
  
14.00
  
Outstanding at end of year
82,171
    
$
17.32
    
160,171
    
$
20.40
    
165,915
    
$
20.18
  
Options exercisable at year end
82,171
    
$
17.32
    
130,086
    
$
21.88
    
117,729
    
$
22.71
  
Weighted average fair value of options granted during year (per option)
    
$
—
        
$
—
        
$
—
  

No outstanding stock options were exercised during the years ended December 31, 2012 and December 31, 2011.  The total intrinsic value of options exercised during the year ended December 31, 2010 was $43,000.  There was no aggregate intrinsic value of options outstanding at December 31, 2012 and 2011.

As of December 31, 2012, options outstanding and exercisable are summarized as follows:
 
Range of
Exercise Prices
  
Options
Outstanding
  
Remaining
Contractual Life
  
Options
Exercisable
       
(years)
    
$
22.00
    
16,000
    
0.3
    
16,000
  
37.00
    
3,000
    
0.8
    
3,000
  
39.40
    
3,000
    
1.0
    
3,000
  
14.00
    
55,171
    
6.2
    
55,171
  
14.00
    
5,000
    
6.8
    
5,000
  
$14.00-$39.40
  
82,171
    
4.7
    
82,171
  


Note 9.
Employee Benefit Plans

The Company sponsored a noncontributory, defined benefit pension plan covering substantially all full-time employees of Middleburg Bank and Middleburg Trust Company.  The defined benefit pension plan was terminated in in February of 2011, and all plan assets were distributed to participants as of December 31, 2011.  When the plan was active, the Company funded pension costs in accordance with the funding provisions of the Employee Retirement Income Security Act.  Benefit accruals and eligibility were frozen as of September 30, 2009.



Information about the plan follows:
 
 
2011
  
2010
 
(In Thousands)
Change in Benefit Obligation
      
Benefit obligation, beginning of year
$
5,994
    
$
5,407
  
Interest cost
168
    
320
  
Actuarial loss
—
    
299
  
Benefits paid
(7,572
)
  
(32
)
Increase in obligation due to settlement
1,410
    
—
  
Benefit obligation, end of year
—
    
5,994
  
Change in Plan Assets
      
Fair value of plan assets, beginning of year
5,343
    
4,897
  
Actual return on plan assets
(39
)
  
451
  
Employer contributions
2,268
    
27
  
Benefits paid
(7,572
)
  
(32
)
Fair value of plan assets, ending
—
    
5,343
  
Funded Status, recognized as accrued benefit cost included in other liabilities
$
—
    
$
651
  
Amounts Recognized in Accumulated Other Comprehensive Loss
      
Net loss
—
    
234
  
Prior service costs
—
    
—
  
Deferred income tax benefit
—
    
(80
)
Total amount recognized in accumulated other comprehensive loss
—
    
154
  

The accumulated benefit obligation for the defined benefit pension plan was $6 million at December 31, 2010.


 
2011
  
2010
 
(In Thousands)
Components of Net Periodic Benefit Cost
      
Interest cost
$
168
    
$
320
  
Expected return on plan assets
(53
)
  
(386
)
Amortization of prior service cost
—
    
—
  
Recognized net gain due to curtailment
620
    
—
  
Recognized net actuarial loss
1,117
    
—
  
Net periodic benefit cost
$
1,852
    
$
(66
)
Other Change in Plan Assets and Benefit Obligations Recognized in Accumulated Other Comprehensive (Income) Loss
      
Net (gain) loss
$
(234
)
  
$
234
  
Deferred income tax expense (benefit)
80
    
(80
)
Total recognized in other comprehensive (income) loss
$
(154
)
  
$
154
  
Total recognized in net periodic benefit costs and other comprehensive (income) loss
$
1,698
    
$
88
  
Adjustment to Retained Earnings Due to Change in Measurement Date
      
       
Weighted-Average Assumptions for Benefit Obligations
2011
  
2010
Discount rate
N/A
  
5.50
%
Expected return on plan assets
N/A
  
8.00
%
Rate of compensation increase
N/A
  
4.00
%
Weighted-Average Assumptions for Net Periodic Benefit Costs
2011
  
2010
Discount rate
N/A
  
6.00
%
Expected return on plan assets
N/A
  
8.00
%
Rate of compensation increase
N/A
  
4.00
%


401(k) Plan

The Company has a 401(k) plan whereby a majority of employees participate in the plan.  Employees may contribute up to 100 percent of their compensation subject to certain limits based on federal tax laws.  The Company makes matching contributions equal to 50 percent of the first 6 percent of an employee’s compensation contributed to the plan.  Matching contributions vest to the employee equally over a five-year period.  For the years ended December 31, 2012, 2011, and 2010, expense attributable to the plan amounted to $308,000, $250,000 and $258,000, respectively.


Money Purchase Pension Plan (MPPP)

The Middleburg Financial Corporation Defined Benefit Pension Plan was replaced by a Money Purchase Pension Plan put into effect on January 1, 2010.  Employees who have attained age 21 and completed one year of service are eligible to participate in the plan as of the first day of the month following the completion of such eligibility provisions.  Employees earn a year of service if they complete 1,000 hours of service in a plan year.  Service with Middleburg Financial Corporation and its subsidiaries prior to the effective date of the Plan counts toward a participant's initial eligibility to participate in the plan.

Each year, a participant receives an allocation of an employer contribution equal to 6.5% of total compensation (up to the statutory maximum) plus an additional contribution of 2.75% of compensation in excess of the Social Security taxable wage base (up to the statutory maximum).  To receive an allocation, the participant must complete 1,000 hours of service in the plan year and be employed on the last day of the plan year.  The requirement to be employed on the last day of the plan year does not apply if a participant dies, retires, or becomes disabled during the plan year.

 
A participant becomes vested in his employer contributions according to a schedule which allows for graduated vesting and full vesting after five years of service. Service with Middleburg Financial Corporation and its subsidiaries prior to the effective date of the Plan count toward a participant's vested percentage.

Assets are held in a pooled investment account and managed by Middleburg Trust Company, a wholly owned subsidiary of the Company.  Distributions may be made upon termination of employment, death or disability.

The plan is administered by the Benefits Committee of the Company.  The plan may be amended from time to time by the Board or its delegate and may be terminated by the Board at any time for any reason.

For the years ended December 31, 2012 , 2011, and 2,010 expense attributable to the plan amounted to $940,000, $826,000, and $762,000, respectively.

Deferred Compensation Plans

Several deferred compensation plans were adopted; including a defined benefit SERP and an elective deferral plan for the Chairman, and a defined contribution SERP for certain Executive Officers.  The two plans for the Chairman made installment payouts in 2012, 2011 and 2010.  The defined contribution SERP on the Executive Officers includes a vesting schedule, and is currently credited at a rate of the 10-year treasury plus 1.5%.  The deferred compensation expense for 2012, 2011, and 2010, was $204,000, $133,000, and $150,000, respectively.  The plans are unfunded; however, life insurance has been acquired on the life of the employees in amounts sufficient to help meet the costs of the obligations.

Note 10.
Income Taxes

The Company files income tax returns in the U.S. federal jurisdiction and the state of Virginia and various other states.  With few exceptions, the Company is no longer subject to U.S. federal or state income tax examinations by tax authorities for years prior to 2009.

The Company believes it is more likely than not that the benefit of deferred tax assets will be realized.  Consequently, no valuation allowance for deferred tax assets is deemed necessary at December 31, 2012 and 2011.







Net deferred tax assets consist of the following components as of December 31, 2012 and 2011:
 
 
2012
  
2011
 
(In Thousands)
Deferred tax assets:
      
Allowance for loan losses
$
4,843
    
$
4,934
  
Deferred compensation
553
    
527
  
Investment in affiliate
—
    
406
  
Interest rate swap
157
    
107
  
Impairment
—
    
1,325
  
Other real estate owned
873
    
696
  
Other
1,725
    
1,312
  
Total deferred tax assets
$
8,151
    
$
9,307
  
Deferred tax liabilities:
      
Deferred loan costs, net
$
114
    
$
328
  
Investment in affiliate
261
    
—
  
Securities available for sale
3,488
    
2,130
  
Property and equipment
293
    
285
  
Total deferred tax liabilities
$
4,156
    
$
2,743
  
Net deferred tax assets
$
3,995
    
$
6,564
  

The provision for income taxes charged to operations for the years ended December 31, 2012, 2011, and 2010, consists of the following:
 
 
2012
  
2011
  
2010
 
(In Thousands)
Current tax expense
$
759
    
$
825
    
$
611
  
Deferred tax expense (benefit)
1,207
    
525
    
(3,173
)
Total income tax expense (benefit)
$
1,966
    
$
1,350
    
$
(2,562
)

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income for the years ended December 31, 2012, 2011, and 2010, due to the following:
 
 
2012
  
2011
  
2010
 
(In Thousands)
Computed "expected" tax expense (benefit)
$
2,874
    
$
2,145
    
$
(1,785
)
Increase (decrease) in income taxes resulting from:
          
Tax-exempt interest income
(975
)
  
(969
)
  
(1,026
)
Other, net
67
    
174
    
249
  
 
$
1,966
    
$
1,350
    
$
(2,562
)

Note 11.
Related Party Transactions

The Company’s subsidiary bank has had, and may be expected to have in the future, banking transactions in the ordinary course of business with directors, principal officers, their immediate families and affiliated companies in which they are principal stockholders (commonly referred to as related parties).  Any loans made to related parties of the Company or related parties of any of its affiliates or subsidiaries were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time of origination for comparable loans with persons not related to the lender; and did not involve more than the normal risk of collectability or present other unfavorable features.

 
These persons and firms were indebted to the subsidiary bank for loans as follows:
 
 
2012
  
2011
 
(In Thousands)
Balance, January 1
$
18,415
    
$
12,647
  
Decrease due to status changes
(11,032
)
  
—
  
Principal additions
2,494
    
6,811
  
Principal payments
(1,079
)
  
(1,043
)
Balance, December 31
$
8,798
    
$
18,415
  


Additionally, unused commitments to extend credit to these persons and firms amounted to $1.7 million at December 31, 2012 and $3.8 million at December 31, 2011.

These same persons and firms had accounts with the subsidiary bank for deposits totaling $8.8 million and  $7 million at December 31, 2012 and 2011, respectively.

Note 12.
Contingent Liabilities and Commitments

In the normal course of business, there are outstanding various commitments and contingent liabilities, which are not reflected in the accompanying consolidated financial statements.  The Company does not anticipate any material loss as a result of these transactions.

See Note 15 with respect to financial instruments with off-balance-sheet risk.

The Company must maintain a reserve against its deposits in accordance with Regulation D of the Federal Reserve Act.  For the final weekly reporting period in the years ended December 31, 2012 and 2011, the aggregate amount of gross daily average required reserves was approximately $9.1 million and $5.5 million, respectively.

Note 13.
Earnings (Loss) Per Share

The following shows the weighted-average number of shares used in computing earnings (loss) per share and the effect on weighted-average number of shares of diluted potential common stock. Potential dilutive common stock had no effect on income available to common stockholders.


 
2012
  
2011
  
2010
 
Shares
  
Per
Share
Amount
  
Shares
  
Per
Share
Amount
  
Shares
  
Per
Share
Amount
Earnings (loss) per share, basic
7,031,971
    
$
0.92
    
6,974,781
    
$
0.71
    
6,933,144
    
$
(0.39
)
Effect of dilutive securities:
                      
Stock options
8,962
        
2,121
        
—
      
Warrant (See note 23)
2,186
        
—
        
—
      
Earnings (loss) per share, diluted
7,043,119
    
$
0.92
    
6,976,902
    
$
0.71
    
6,933,144
    
$
(0.39
)

In 2012, 2011, and 2010, options to purchase 22,000, 100,000, and 100,000 common shares, respectively, ranging in price from $22.00 to $39.40 were not included in the calculation of earnings per share because they would have been anti-dilutive.  In 2011 and 2010, warrants to purchase 104,101 common shares with an exercise price of $15.85 were not included in the calculation of earnings per share because to do so would have been anti-dilutive.  Additionally, 10,511 shares of performance-based restricted stock were excluded from the calculation of earnings per share in 2012 because the awarding of these shares is based on future events and the shares do not carry the rights of ownership.


Note 14.
Retained Earnings

Transfers of funds from the banking subsidiary to the Parent Company in the form of loans, advances, and cash dividends are restricted by federal and state regulatory authorities.  Federal regulations limit the payment of dividends to the sum of a bank’s current net income and retained net income of the three prior years.  During the years ended December 31, 2011 and 2010, the Company required and received approval from federal and state regulatory authorities to transfer amounts in excess of dividend restrictions.  As of December 31, 2012 the subsidiary bank had approximately $6.8 million in excess of regulatory limitations available for transfer to the Parent Company.

Note 15.
Financial Instruments With Off-Balance-Sheet Risk and Credit Risk

The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates.  These financial instruments include commitments to extend credit, standby letters of credit, and interest rate swaps.  Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheet.  The contract or notional amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.  See Note 24 for more information regarding the Company’s use of interest rate swaps.

The Company's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments.  The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

A summary of the contract amount of the Company's exposure to off-balance-sheet risk as of December 31, 2012 and 2011, is as follows:


 
2012
  
2011
 
(In thousands)
Financial instruments whose contract amounts represent credit risk:
      
Commitments to extend credit
$
78,288
    
$
92,032
  
Standby letters of credit
3,445
    
1,837
  

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract.  Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.  Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.  The Company evaluates each customer's creditworthiness on a case-by-case basis.  The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management's credit evaluation of the counterparty.  Collateral held varies but may include accounts receivable, inventory, property and equipment, and income-producing commercial properties.

Unfunded commitments under lines of credit are commitments for possible future extensions of credit to existing customers.  Those lines of credit may not be drawn upon to the total extent to which the Company is committed.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party.  Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions.  The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.  The Company holds certificates of deposit, deposit accounts, and real estate as collateral supporting those commitments for which collateral is deemed necessary.

The Company has approximately $2.9 million in deposits in financial institutions in excess of amounts insured by the Federal Deposit Insurance Corporation (FDIC) at December 31, 2012.

Note 16.
Fair Value Measurements

The Company follows ASC 820, Fair Value Measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures.  ASC 820 clarifies that fair value of certain assets and liabilities is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.

 
ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions.  The three levels of the fair value hierarchy under ASC 820 based on these two types of inputs are as follows:
 
 
Level I.
 Quoted prices are available in active markets for identical assets or liabilities as of the reported date.
 
 
Level II.
Pricing inputs are other than the quoted prices in active markets, which are either directly or indirectly observable as of the reported date.  The nature of these assets and liabilities includes items for which quoted prices are available but traded less frequently and items that are fair-valued using other financial instruments, the parameters of which can be directly observed.

 
Level III.
Assets and liabilities that have little to no pricing observability as of the reported date.  These items do not have two-way markets and are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation.

Measured on a recurring basis

The following describes the valuation techniques used by the Company to measure certain financial assets and liabilities recorded at fair value on a recurring basis in the consolidated financial statements:

Securities Available for Sale

Securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level I). If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable market data. Third party vendors compile prices from various sources and may determine the fair value of identical or similar securities by using pricing models that consider observable market data (Level II).

Derivatives
Derivatives are recorded at fair value on a recurring basis.  Third party vendors compile prices from various sources and may determine the fair value of identical or similar instruments by using pricing models that consider observable market data (Level II).
 
The following tables present the balances of financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2012 and 2011.
 

   
December 31, 2012
   
(In Thousands)
Description
  
Total
  
Level I
  
Level II
  
Level III
Assets:
                
U.S. government agencies
  
$
15,822
    
$
—
    
$
15,822
    
$
—
  
Obligations of states and political subdivisions
  
78,300
    
—
    
78,300
    
—
  
Mortgage-backed securities:
                
Agency
  
166,943
    
—
    
166,943
    
—
  
Non-agency
  
15,579
    
—
    
15,579
    
—
  
Other asset-backed securities
  
34,642
        
34,642
      
Corporate preferred stock
  
62
    
—
    
62
    
—
  
Corporate securities
  
8,109
    
—
    
8,109
    
—
  
Mortgage interest rate locks
  
35
    
—
    
35
    
—
  
Interest rate swaps
  
80
    
—
    
80
    
—
  
Liabilities:
                
Interest rate swaps
  
541
    
—
    
541
    
—
  
Mortgage banking hedge instruments
  
39
    
—
    
39
    
—
  
 

   
December 31, 2011
   
(In Thousands)
Description
  
Total
  
Level I
  
Level II
  
Level III
Assets:
                
U.S. government agencies
  
$
9,343
    
$
—
    
$
9,343
    
$
—
  
Obligations of states and political subdivisions
  
67,542
    
—
    
67,542
    
—
  
Mortgage-backed securities:
                
Agency
  
187,070
    
—
    
187,070
    
—
  
Non-agency
  
18,206
    
—
    
18,206
    
—
  
Other asset-backed securities
  
15,796
        
15,796
      
Corporate preferred stock
  
40
    
—
    
40
    
—
  
Corporate securities
  
9,976
    
—
    
9,976
    
—
  
Trust preferred securities
  
269
    
—
    
269
    
—
  
Liabilities:
                
Derivative financial instruments (Note 24)
  
314
    
—
    
314
    
—
  
                 


Measured on nonrecurring basis

Certain financial assets and certain financial liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on a recurring basis but are subject to fair value adjustments in certain circumstances.  Adjustments to the fair value of these assets usually result from the application of lower-of-cost-or-market accounting or impairment of individual assets.
 
The following describes the valuation techniques used by the Company to measure certain financial assets recorded at fair value on a nonrecurring basis in the consolidated financial statements:

Loans Held for Sale

Loans held for sale are carried at the lower of cost or market value. These loans currently consist of one-to-four-family residential loans originated for sale in the secondary market.  Fair value is based on the price secondary markets are currently offering for similar loans using observable market data which is not materially different than cost due to the short duration between origination and sale (Level II).  As such, the Company records any fair value adjustments on a nonrecurring basis.  No nonrecurring fair value adjustments were recorded on loans held for sale during the years ended December 31, 2012 and 2011.  Gains and losses on the sale of loans are recorded within income from mortgage banking on the consolidated statements of operations.

Impaired Loans

Loans are designated as impaired when, in the judgment of management based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreement will not be collected.  The measurement of loss associated with impaired loans can be based on either the observable market price of the loan or the fair value of the collateral.  Fair value is measured based on the value of the collateral securing the loans.  Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable.  The vast majority of the collateral is real estate.  The value of real estate collateral is determined utilizing a market valuation approach based on an appraisal conducted by an independent, licensed appraiser outside of the Company using observable market data (Level II).  However, if the collateral is a house or building in the process of construction or if an appraisal of the real estate property is over two years old, then the fair value is considered Level III.  The value of business equipment is based upon an outside appraisal if deemed significant, or the net book value on the applicable business's financial statements if not considered significant using observable market data.  Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level III).  Impaired loans allocated to the Allowance for Loan Losses are measured at fair value on a nonrecurring basis. Any fair value adjustments are recorded in the period incurred as provision for loan losses on the consolidated statements of operations.

 
When collateral-dependent loans are performing in accordance with the original terms of their contract, the Company continues to use the appraisal that was done at origination as the basis for the collateral value.  When collateral-dependent loans are considered non-performing, they are assessed to determine the next appropriate course of action:  either foreclosure or modification with forbearance agreement.  The loans would then be re-appraised prior to foreclosure or before a forbearance agreement is executed.  Thereafter, collateral for loans under a forbearance agreement may be re-appraised as the circumstances warrant.  This process does not vary by loan type.

The Company’s procedure to monitor the value of collateral for collateral dependent impaired loans between the receipt of an original appraisal and an updated appraisal is to review tax assessment records when they change annually.  At the time of any change in tax assessment, an appropriate adjustment is made to the appraised value.  Information considered in a determination not to order an updated appraisal includes the availability and reliability of tax assessment records and significant changes in capitalization rates for income properties since the original appraisal.  Other facts and circumstances on a case by case basis may be considered relative to a decision not to order an updated appraisal.  If, in the judgment of management, a reliable collateral value estimate can not be obtained by an alternative method, an updated appraisal would be obtained.

Circumstances that may warrant a re-appraisal for non-performing loans might include foreclosure proceedings or a material adverse change in the borrower’s condition or that of the collateral underlying the loan.  Examples include bankruptcy filing by the debtor or guarantors, loss of a major tenant in an income property, or a significant increase in capitalization rates for income properties.  In some cases, management may decide that an updated appraisal for a non-performing loan is not necessary.  In such cases, an estimate of the fair value of the collateral for the loans would be made by management by reference to current tax assessment records, the latest appraised value, and knowledge of collateral value fluctuations in a loan’s market area.  If, in the judgment of management, a reliable collateral value estimate can not be obtained by an alternative method, an updated appraisal would be obtained.

For the purpose of the evaluation of the adequacy of our allowance for loan losses, new appraisals are discounted 10% for selling costs when determining the amount of the specific reserve.  Thereafter, for collateral dependent impaired loans, we consider each loan on a case-by-case basis to determine whether or not the recorded values are appropriate given current market conditions.  When warranted, new appraisals are obtained.  If an appraisal is less than 12 months old, the only adjustment made to appraised values is the 10% discount for selling costs.  If an appraisal is older than 12 months, management will use judgment based on knowledge of current market values and specific facts surrounding any particular property to determine if an additional valuation adjustment may be necessary.

For real estate-secured loans, if the Company does not have an adequate appraisal a new one is ordered to determine fair value.  An appraisal that would be considered adequate for real estate-secured loans is less than 12 months or one that is more than 12 months old but alternative methods with which to monitor the collateral value exist, such as reference to frequently updated tax assessments.  Appraisals that would be considered inadequate for real estate-secured loans include appraisals older than 12 months and with a property located in a jurisdiction that does not reassess property values on a regular basis, or with a property to which substantial changes have been made since the last assessment. If the loan is secured by assets other than real estate and an appraisal is neither available nor feasible, the loan is treated as unsecured.

It is the Company’s policy to account for partially charged-off loans consistently both before and after updated appraisals are obtained.  Partially charged-off loans are placed in non-accrual status and remain in that status until the borrower has made a minimum of six consecutive monthly payments on a timely basis and there is evidence that the borrower has the ability to repay the balance of the loan plus accrued interest in full.   Partially charged-off loans are not returned to accrual status when updated appraisals are obtained.

 
The following table summarizes the Company's financial assets that were measured at fair value on a nonrecurring basis as of December 31, 2012  and December 31, 2011.

   
December 31, 2012
   
(In Thousands)
   
Total
  
Level I
  
Level II
  
Level III
Assets:
                
Impaired loans
  
$
12,343
    
$
—
    
$
11,165
    
$
1,178
  
Mortgages held for sale
  
82,114
    
—
    
82,114
    
—
  
                 
   
December 31, 2011
   
(In Thousands)
Description
  
Total
  
Level I
  
Level II
  
Level III
Assets:
                
Impaired loans
  
$
10,648
    
$
—
    
$
6,767
    
$
3,881
  
Mortgages held for sale
  
92,514
    
—
    
92,514
    
—
  


Other Real Estate Owned
 
The value of other real estate owned (“OREO”) is determined utilizing a market valuation approach based on an appraisal conducted by an independent, licensed appraiser using observable market data (Level II).  For other real estate owned properties that may be in construction, the Company’s policy is to obtain “as-is” appraisals on an annual basis as opposed to “as-completed” appraisals.  This approach provides current values without regard to completion of any construction or renovation that may be in process on OREO properties.  Accordingly, the Company considers the valuations to be Level II valuations even though some properties may be in process of renovation or construction.  If the collateral value is significantly adjusted due to differences in the comparable properties, or is discounted by the Corporation because of marketability or other factors, then the fair value is considered Level III.  Any initial fair value adjustment is charged against the Allowance for Loan Losses.  Any subsequent fair value adjustments are recorded in the period incurred and included in other non-interest expense on the consolidated statements of operations.

For the purpose of OREO valuations, appraisals are discounted 10% for selling and holding costs and it is the policy of the Company to obtain annual appraisals for properties held in OREO.

Any fair value adjustments are recorded in the period incurred as loss on other real estate owned on the consolidated statements of operations.
 
The following table summarizes the Company’s non-financial assets that were measured at fair value on a nonrecurring basis during the period.


   
December 31, 2012
   
(In Thousands)
   
Total
  
Level I
  
Level II
  
Level III
Assets:
                
Other real estate owned
  
$
9,929
    
$
—
    
$
7,619
    
$
2,310
  
                 
   
December 31, 2011
   
(In Thousands)
Description
  
Total
  
Level I
  
Level II
  
Level III
Assets:
                
Other real estate owned
  
$
8,535
    
$
—
    
$
8,535
    
$
—
  


The following table presents quantitative information as of December 31, 2012 about Level III fair value measurements for financial assets measured at fair value on a non-recurring basis:

               
Range
   
Fair Value
 (in thousands)
  
Valuation Technique
  
Unobservable Inputs
  
(Weighted Average)
                 
Impaired Loans
  
$
1,178
    
Discounted appraised value
  
Discount for selling costs and age of appraisals.
  
10% - 30% (21%)
Other real estate owned
  
$
2,310
    
Discounted appraised value
  
Discount for selling costs, construction status, and age of appraisals.
  
12% - 12% (12%)
                 


The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a forced liquidation.  Fair value is best determined based upon quoted market prices.  However, in many instances, there are no quoted market prices for the Company’s various financial instruments.  In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques.  Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows.  Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.  U.S. generally accepted accounting principles excludes certain financial instruments and all non-financial instruments from its disclosure requirements.  Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

Cash and Cash Equivalents

For cash and cash equivalents, the carrying amount is a reasonable estimate of fair value.

Loans, Net and Loans Held for Sale

For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values.  The fair value is estimated by discounting future cash flows using current market inputs at which loans with similar terms and qualities would be made to borrowers of similar credit quality.  Where quoted market prices were available, primarily for certain residential mortgage loans, such market rates were utilized as estimates for fair value.

Bank Owned Life Insurance

The carrying amount of bank owned life insurance is a reasonable estimate of fair value.

Accrued Interest Receivable and Payable

The carrying amounts of accrued interest approximate fair values.

Deposits

The fair value of demand deposits, savings accounts, and certain money market deposits is the amount payable on demand at the reporting date.  For all other deposits, the fair value is determined using the discounted cash flow method.  The discount rate is equal to the rate currently offered on similar products.

Securities Sold Under Agreements to Repurchase and Short-Term  Debt

The carrying amounts approximate fair values.

 
FHLB Borrowings and Subordinated Debt

For variable rate long-term debt, fair values are based on carrying values.  For fixed rate debt, fair values are estimated based on observable market prices and discounted cash flow analysis using interest rates for borrowings of similar remaining maturities and characteristics.  The fair values of the Company's Subordinated Debentures are estimated using discounted cash flow analysis based on the Company's current incremental borrowing rates for similar types of borrowing arrangements.

Off-Balance-Sheet Financial Instruments

The fair value of commitments to extend credit is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties.  For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates.  The fair value of standby letters of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligations with the counterparties at the reporting date.  At December 31, 2012 and 2011, the fair values of loan commitments and standby letters of credit were deemed immaterial; therefore, they have not been included in the tables below.

The estimated fair values, and related carrying amounts, of the Company's financial instruments at December 31, 2012 are as follows:
 
         
December 31, 2012
  
         
Fair value measurements using:
  
 
Carrying
Amount
  
Total Fair Value
  
Level I
  
Level II
  
Level III
 
(In thousands)
  
Financial assets:
                  
Cash and cash equivalents
$
54,415
    
$
54,415
    
$
54,415
    
$
—
    
—
  
Securities
319,457
    
319,457
    
—
    
319,457
    
—
  
Loans held for sale
82,114
    
82,114
    
—
    
82,114
    
—
  
Net portfolio loans
695,166
    
716,358
    
—
    
1,178
    
715,180
  
Bank-owned life insurance
16,484
    
16,484
    
—
    
16,484
    
—
  
Accrued interest receivable
3,974
    
3,974
    
—
    
3,974
    
—
  
Mortgage interest rate locks
35
    
35
    
—
    
35
    
—
  
Interest rate swaps
80
    
80
    
—
    
80
    
—
  
                   
Financial liabilities:
                  
Deposits
$
981,900
    
$
984,682
    
$
—
    
$
984,682
    
—
  
Securities sold under agreements
                  
to repurchase
33,975
    
33,975
    
—
    
33,975
    
—
  
Short-term debt
11,873
    
11,873
    
—
    
11,873
    
—
  
FHLB borrowings
72,912
    
78,912
    
—
    
78,912
    
—
  
Trust preferred capital notes
5,155
    
5,221
    
—
    
5,221
    
—
  
Accrued interest payable
654
    
654
    
—
    
654
    
—
  
Interest rate swaps
541
    
541
    
—
    
541
    
—
  
Mortgage banking hedge instruments
39
    
39
    
—
    
39
    
—
  
                   
                   


The estimated fair values, and related carrying amounts, of the Company's financial instruments at December 31, 2011 are as follows:


 
2011
 
Carrying
Amount
  
Fair
Value
 
(In Thousands)
Financial assets:
      
Cash and cash equivalents
$
51,270
    
$
51,270
  
Securities
308,242
    
308,242
  
Loans held for sale
92,514
    
92,514
  
Net portfolio loans
656,770
    
678,245
  
Accrued interest receivable
4,221
    
4,221
  
Financial liabilities:
      
Deposits
$
929,869
    
$
934,322
  
Securities sold under agreements to repurchase
31,686
    
31,686
  
Short-term debt
28,331
    
28,331
  
FHLB borrowings and other debt
82,912
    
83,899
  
Trust preferred capital notes
5,155
    
5,216
  
Accrued interest payable
844
    
844
  
Interest rate swap
314
    
314
  
 
The Company assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations.  As a result, the fair values of the Company's financial instruments will change when interest rate levels change and that change may be either favorable or unfavorable to the Company.  Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk.  However, borrowers with fixed rate obligations are less likely to prepay in a rising rate environment and more likely to prepay in a falling rate environment.  Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment.  Management monitors rates and maturities of assets and liabilities and attempts to minimize interest rate risk by adjusting terms of new loans and deposits and by investing in securities with terms that mitigate the Company's overall interest rate risk.

Note 17.
Capital Requirements

The Company, on a consolidated basis, and Middleburg Bank are subject to various regulatory capital requirements administered by the federal banking agencies.  Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s and Bank’s financial statements.  Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and Middleburg Bank must meet specific capital guidelines that involve quantitative measures of the Company's and Middleburg Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices.  The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.  Prompt corrective action provisions are not applicable to bank holding companies.

Quantitative measures established by regulation to ensure capital adequacy require the Company and Middleburg Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets.  Management believes, as of December 31, 2012 and 2011, that the Company and Middleburg Bank meet all capital adequacy requirements to which they are subject. 

As of December 31, 2012, the most recent notification from the Federal Reserve Bank categorized Middleburg Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, an institution must maintain minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the table.  There are no conditions or events since that notification that management believes have changed the institution's category.
 


The Company’s and Middleburg Bank’s actual capital amounts and ratios are also presented in the following table.


   
Actual
  
Minimum Capital Requirement
  
Minimum To Be Well Capitalized Under Prompt Corrective Action Provisions
  
   
Amount
  
Ratio
  
Amount
  
Ratio
  
Amount
     Ratio
   
(Amount in Thousands)
  
As of December 31, 2012
                          
Total Capital (to Risk- Weighted Assets):
                          
Consolidated
   $ 119,479       15.3 %   $ 62,640       8.0 %     N/A      N/A  
Middleburg Bank
     115,411       14.8 %     62,430       8.0 %   $ 78,038      10.0%  
Tier 1 Capital (to Risk- Weighted Assets):
                                              
Consolidated
   $ 109,634       14.0 %   $ 31,320       4.0 %     N/A      N/A  
Middleburg Bank
     105,601       13.5 %     31,215       4.0 %   $ 46,823      6.0%  
Tier 1 Capital (to Average Assets):
                                              
Consolidated
   $ 109,634       9.1 %   $ 48,477       4.0 %     N/A      N/A  
Middleburg Bank
     105,601       8.7 %     48,399       4.0 %   $ 60,499      5.0%  
As of December 31, 2011
                                              
Total Capital (to Risk- Weighted Assets):
                                              
Consolidated
   $ 112,499       14.7 %   $ 61,155       8.0 %     N/A      N/A  
Middleburg Bank
     108,835       14.3 %     60,941       8.0 %   $ 76,176      10.0%  
Tier 1 Capital (to Risk- Weighted Assets):
                                              
Consolidated
   $ 102,880       13.5 %   $ 30,578       4.0 %     N/A      N/A  
Middleburg Bank
     99,249       13.0 %     30,471       4.0 %   $ 45,706      6.0%  
Tier 1 Capital (to Average Assets):
                                              
Consolidated
   $ 102,880       8.8 %   $ 46,735       4.0 %     N/A      N/A  
Middleburg Bank
     99,249       8.5 %     46,684       4.0 %   $ 58,355      5.0%  

Note 18.
Goodwill and Intangibles Assets

Goodwill is not amortized, but is tested at least annually for impairment by the Company.  Based on the testing for impairment of goodwill and intangible assets, there were no impairment charges for 2012, 2011, or 2010.  Identifiable intangible assets are being amortized over the period of expected benefit, which is 15 years.  Goodwill and intangible assets relate to the Company’s acquisition of Middleburg Trust Company and Middleburg Investment Advisors and the consolidation of Southern Trust Mortgage.  Information concerning goodwill and intangible assets is presented in the following table:


   
December 31, 2012
  
December 31, 2011
(In thousands)
  
Gross
Carrying
Value
  
Accumulated
Amortization
  
Gross
Carrying
Value
  
Accumulated
Amortization
Identifiable intangibles
  
$
3,734
    
$
3,006
    
$
3,734
    
$
2,835
  
Unamortizable goodwill
  
5,289
    
—
    
5,289
    
—
  


Amortization expense of intangible assets for each of the three years ended December 31, 2012, 2011, and 2010 totaled $171,000.  Estimated amortization expense of identifiable intangibles for the years ended December 31 follows:


(In thousands)
  
2013
   $ 171  
2014
     171  
2015
     171  
2016
     171  
2017
     44  
    $ 728  

Note 19.
Trust-Preferred Capital Notes

On December 12, 2003, MFC Capital Trust II, a wholly owned subsidiary of the Company, was formed for the purpose of issuing redeemable Capital Securities.  On December 19, 2003, $5 million of trust-preferred securities were issued through a pooled underwriting totaling approximately $344 million.  The securities have a LIBOR-indexed floating rate of interest.

During 2012, the interest rates ranged from 3.16 percent to 3.40 percent.  For the year ended December 31, 2012, the weighted-average interest rate was 3.10 percent.  The securities have a mandatory redemption date of January 23, 2034, and are subject to varying call provisions beginning January 23, 2009. The principal asset of the trust is $5.2 million of the Company’s junior subordinated debt securities with like maturities and like interest rates to the Capital Securities.  See Note 24 for information regarding an interest rate swap entered into by the Company during 2010 to manage the interest rate risk associated with these trust preferred securities.  The interest rate swap effectively fixes the yield on the trust preferred securities at approximately 5.43 percent.

The trust-preferred securities may be included in Tier 1 capital for regulatory capital adequacy determination purposes up to 25 percent of Tier 1 capital after its inclusion.  The portion of the trust-preferred securities not considered as Tier 1 capital may be included in Tier 2 capital.  On December 31, 2012, all of the Company’s trust-preferred securities are included in Tier I capital.

The obligations of the Company with respect to the issuance of the Capital Securities constitute a full and unconditional guarantee by the Company of the trusts’ obligations with respect to the Capital Securities.

Subject to certain exceptions and limitations, the Company may elect from time to time to defer interest payments on the junior subordinated debt securities, which would result in a deferral of distribution payments on the related Capital Securities.

Note 20.
Consolidation of Southern Trust Mortgage

In May 2008, Middleburg Bank acquired the membership interest units of one of the partners of Southern Trust Mortgage for $1.6 million.  As a result, the Company’s ownership interest exceeded 50 percent of the issued and outstanding membership units.  At December 31, 2012, the Company owned 62.4 percent of the issued and outstanding membership interest units of Southern Trust Mortgage, through its subsidiary, Middleburg Bank.



Note 21.
Condensed Financial Information – Parent Corporation Only


BALANCE SHEETS
      
 
December 31,
 
2012
  
2011
 
(In Thousands)
ASSETS
      
Cash on deposit with subsidiary bank
$
353
    
$
493
  
Money market fund
7
    
7
  
Investment securities available for sale
33
    
11
  
Investment in subsidiaries
112,145
    
103,999
  
Goodwill
5,289
    
5,289
  
Intangible assets, net
728
    
900
  
Other assets
580
    
736
  
TOTAL ASSETS
$
119,135
    
$
111,435
  
LIABILITIES
      
Trust-preferred capital notes
$
5,155
    
$
5,155
  
Other liabilities
52
    
368
  
TOTAL LIABILITIES
5,207
    
5,523
  
SHAREHOLDERS' EQUITY
      
Common stock
17,357
    
17,331
  
Capital surplus
43,869
    
43,498
  
Retained earnings
46,235
    
41,157
  
Accumulated other comprehensive income (loss), net
6,467
    
3,926
  
TOTAL SHAREHOLDERS' EQUITY
113,928
    
105,912
  
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
$
119,135
    
$
111,435
  


Note 21.
Condensed Financial Information – Parent Corporation Only (Continued)


STATEMENTS OF OPERATIONS
          
 
Year End December 31,
 
2012
  
2011
  
2010
 
(In Thousands)
INCOME:
          
Dividends from subsidiaries
$
1,880
    
$
1,047
    
$
1,732
  
Interest and dividends from investments
—
    
5
    
5
  
Other income (loss)
37
    
(2
)
  
10
  
Total income
1,917
    
1,050
    
1,747
  
EXPENSES:
          
Salaries and employee benefits
517
    
540
    
366
  
Amortization
171
    
171
    
171
  
Legal and professional fees
27
    
177
    
141
  
Directors fees
251
    
192
    
100
  
Interest expense
280
    
280
    
184
  
Other
245
    
221
    
339
  
Total expenses
1,491
    
1,581
    
1,301
  
Income (loss) before allocated tax benefits and undistributed (distributions in excess of) income of subsidiaries
426
    
(531
)
  
446
  
Income tax (benefit)
(559
)
  
(539
)
  
(387
)
Income before equity in undistributed (distributions in excess of) income of subsidiaries
985
    
8
    
833
  
Equity in undistributed (distributions in excess of) income of subsidiaries
5,501
    
4,952
    
(3,521
)
Net income (loss)
$
6,486
    
$
4,960
    
$
(2,688
)
  


Note 21.
Condensed Financial Information – Parent Corporation Only (Continued)


STATEMENTS OF CASH FLOWS
          
 
December 31,
 
2012
  
2011
  
2010
CASH FLOWS FROM OPERATING ACTIVITIES
(In Thousands)
Net income (loss)
$
6,486
    
$
4,960
    
$
(2,688
)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
          
Amortization
171
    
171
    
171
  
Equity in undistributed (earnings) losses of subsidiaries
(5,672
)
  
(5,138
)
  
3,350
  
Share-based compensation
440
    
471
    
159
  
(Increase) decrease in other assets
(112
)
  
(508
)
  
(519
)
Increase (decrease) in other liabilities
(2
)
  
(7
)
  
—
  
Net cash provided by (used in) operating activities
1,311
    
(51
)
  
473
  
CASH FLOWS FROM INVESTING ACTIVITIES
          
Investment in subsidiary bank
—
    
—
    
—
  
Net cash (used in) investing activities
—
    
—
    
—
  
CASH FLOWS FROM FINANCING ACTIVITIES
          
Net proceeds from issuance of common stock
—
    
—
    
134
  
Cash dividends paid on common stock
(1,408
)
  
(1,396
)
  
(2,425
)
Other, net
(43
)
  
—
    
—
  
Net cash provided by (used in) financing activities
(1,451
)
  
(1,396
)
  
(2,291
)
Increase (decrease) in cash and cash equivalents
(140
)
  
(1,447
)
  
(1,818
)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
500
    
1,947
    
3,765
  
CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
360
    
$
500
    
$
1,947
  



Note 22.
Segment Reporting

The Company has three reportable segments: retail banking; wealth management; and mortgage banking.  Revenue from retail banking activity consists primarily of interest earned on loans and investment securities and service charges on deposit accounts.

Revenues from trust and investment advisory services are composed of fees based upon the market value of assets under administration.  The trust and investment advisory services are conducted by Middleburg Trust Company, which is a wholly owned subsidiary of the Company.

Information about reportable segments and reconciliation to the consolidated financial statements follows:


 
2012
 
Commercial &
Retail
Banking
  
Wealth
Management
  
Mortgage
Banking
  
Intercompany
Eliminations
  
Consolidated
Revenues:
(In Thousands)
Interest income
$
46,095
    
$
10
    
$
2,740
    
$
(1,822
)
  
$
47,023
  
Wealth management fees
—
    
4,409
    
—
    
(140
)
  
4,269
  
Other income 
3,895
    
—
    
21,787
    
(497
)
  
25,185
  
Total operating income
49,990
    
4,419
    
24,527
    
(2,459
)
  
76,477
  
Expenses:
                  
Interest expense
8,433
    
—
    
2,213
    
(1,822
)
  
8,824
  
Salaries and employee benefits 
15,678
    
2,208
    
12,531
    
—
    
30,417
  
Provision for loan losses 
3,410
    
—
    
28
    
—
    
3,438
  
Other expense  
17,413
    
1,300
    
5,766
    
(637
)
  
23,842
  
Total operating expenses
44,934
    
3,508
    
20,538
    
(2,459
)
  
66,521
  
Income before income taxes and non-controlling interest
5,056
    
911
    
3,989
    
—
    
9,956
  
Income tax expense
1,593
    
373
    
—
    
—
    
1,966
  
Net income
3,463
    
538
    
3,989
    
—
    
7,990
  
Non-controlling interest in consolidated subsidiary
—
    
—
    
(1,504
)
  
—
    
(1,504
)
Net income attributable to Middleburg Financial Corporation 
$
3,463
    
$
538
    
$
2,485
    
$
—
    
$
6,486
  
Total assets 
$
1,216,813
    
$
6,416
    
$
94,282
    
$
(80,730
)
  
$
1,236,781
  
Capital expenditures
947
    
—
    
98
        
1,045
  
Goodwill and other intangibles 
—
    
4,150
    
1,867
    
—
    
6,017
  



Note 22.
Segment Reporting (Continued)
 

 
2011
 
Commercial &
Retail
Banking
  
Wealth
Management
  
Mortgage
Banking
  
Intercompany
Eliminations
  
Consolidated
Revenues:
(In Thousands)
Interest income
$
47,080
    
$
14
    
$
2,931
    
$
(1,389
)
  
$
48,636
  
Wealth management fees
—
    
4,150
    
—
    
(121
)
  
4,029
  
Other income
3,521
    
—
    
12,543
    
(131
)
  
15,933
  
Total operating income
50,601
    
4,164
    
15,474
    
(1,641
)
  
68,598
  
Expenses:
                  
Interest expense
10,374
    
—
    
1,706
    
(1,389
)
  
10,691
  
Salaries and employee benefits
15,390
    
2,369
    
9,614
    
—
    
27,373
  
Provision for loan losses
3,141
    
—
    
(257
)
  
—
    
2,884
  
Other expense
15,531
    
1,232
    
5,127
    
(252
)
  
21,638
  
Total operating expenses
44,436
    
3,601
    
16,190
    
(1,641
)
  
62,586
  
Income (loss) before income taxes and non-controlling interest
6,165
    
563
    
(716
)
  
—
    
6,012
  
Income tax expense
1,230
    
120
    
—
    
—
    
1,350
  
Net income (loss)
4,935
    
443
    
(716
)
  
—
    
4,662
  
Non-controlling interest in consolidated subsidiary
—
    
—
    
298
    
—
    
298
  
Net income (loss) attributable to Middleburg Financial Corporation
$
4,935
    
$
443
    
$
(418
)
  
$
—
    
$
4,960
  
Total assets
$
1,262,358
    
$
5,975
    
$
101,876
    
$
(177,349
)
  
$
1,192,860
  
Capital expenditures
1,197
    
3
    
151
    
—
    
1,351
  
Goodwill and other intangibles
—
    
4,322
    
1,867
    
—
    
6,189
  



Note 22.
Segment Reporting (Continued)


 
2010
 
Commercial &
Retail
Banking
  
Wealth
Management
  
Mortgage
Banking
  
Intercompany
Eliminations
  
Consolidated
Revenues:
(In Thousands)
Interest income
$
47,098
    
$
9
    
$
2,315
    
$
(1,391
)
  
$
48,031
  
Wealth management fees
—
    
3,782
    
—
    
(103
)
  
3,957
  
Other income
2,703
    
—
    
14,141
    
(11
)
  
16,833
  
Total operating income
49,801
    
3,791
    
16,456
    
(1,505
)
  
68,821
  
Expenses:
                  
Interest expense
13,783
    
—
    
1,782
    
(1,390
)
  
14,175
  
Salaries and employee benefits
12,887
    
2,588
    
8,628
    
—
    
24,103
  
Provision for loan losses
11,122
    
—
    
883
    
—
    
12,005
  
Other expense
17,589
    
1,356
    
4,318
    
(115
)
  
23,148
  
Total operating expenses
55,381
    
3,944
    
15,611
    
(1,505
)
  
73,431
  
Income (loss) before income taxes and non-controlling interest
(5,580
)
  
(153
)
  
845
    
—
    
(4,888
)
Income tax expense (benefit)
(2,575
)
  
13
    
—
    
—
    
(2,562
)
Net income (loss)
(3,005
)
  
(166
)
  
845
    
—
    
(2,326
)
Non-controlling interest in consolidated subsidiary
—
    
—
    
(362
)
  
—
    
(362
)
Net income (loss) attributable to Middleburg Financial Corporation
$
(3,005
)
  
$
(166
)
  
$
483
    
$
—
    
$
(2,688
)
Total assets
$
1,081,231
    
$
5,931
    
$
70,512
    
$
(53,107
)
  
$
1,104,567
  
Capital expenditures
852
    
—
    
87
    
—
    
939
  
Goodwill and other intangibles
—
    
4,493
    
1,867
    
—
    
6,360
  

Note 23.
Capital Purchase Program and Stock Warrant

On January 30, 2009, as part of the Capital Purchase Program established by the U.S. Department of the Treasury (the “Treasury”) under the Emergency Economic Stabilization Act of 2008, Middleburg Financial Corporation (the “Company”) entered into a Letter Agreement and Securities Purchase Agreement—Standard Terms (collectively, the “Purchase Agreement”) with the Treasury, pursuant to which the Company sold (i) 22,000 shares of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A, par value $2.50 per share, having a liquidation preference of $1,000 per share (the “Preferred Stock”) and (ii) a warrant (the “Warrant”) to purchase 208,202 shares of the Company’s common stock, par value $2.50 per share (the “Common Stock”), at an initial exercise price of $15.85 per share.  As a result of the completion of a public stock offering in  2009, the number of shares of Common Stock underlying the Warrant was reduced by one-half to 104,101 and the Company redeemed all 22,000 shares of Preferred Stock pursuant to the Purchase Agreement.  During 2011, the Warrant was sold by the U.S. Treasury at public auction and has not been exercised as of December 31, 2012.

Note 24.
Derivatives

The Company utilizes derivative instruments as a part of its asset-liability management program to control exposure to interest rate swings and resulting fluctuations in market values and cash flows associated with certain financial instruments.  The Company accounts for derivatives in accordance with ASC 815, Derivatives and Hedging.  Under current guidance, derivative transactions are classified as either cash flow hedges or fair value hedges or they are not designated as hedging instruments.   The Company designates each transaction at its inception.  Information concerning each of the Company's categories of derivatives as of December 31, 2012 and 2011 is presented below.
 

Derivatives designated as cash flow hedges

During the fourth quarter of 2010, the Company entered into an interest rate swap agreement as part of the interest rate risk management process.  The swap has been designated as a cash flow hedge intended to hedge the variability of cash flows associated with the Company’s trust preferred capital securities described in Note 19. “Trust-Preferred Capital Notes”.  The swap hedges the interest rate risk associated with the trust preferred capital notes wherein the Company receives a floating rate based on LIBOR from a counterparty and pays a fixed rate of 2.59% to the same counterparty.  The swap is calculated on a notional amount of $5,155,000.  The term of the swap is ten years and commenced on October 23, 2010.  The swap was entered into with a counterparty that met the Company’s credit standards and the agreement contains collateral provisions protecting the at-risk party.  The Company believes that the credit risk inherent in the contract is not significant.

Amounts receivable or payable are recognized as accrued under the terms of the agreements.  The Company has designated the interest rate swap as a cash flow hedge, with the effective portion of the derivative’s unrealized gain or loss recorded as a component of other comprehensive income.  The ineffective portion of the unrealized gain or loss, if any, would be recorded in other expense.  The Company has assessed the effectiveness of the hedging relationship by comparing the changes in cash flows on the designated hedged item.  As a result of this assessment,  no hedge ineffectiveness for this swap was identified during 2012 or 2011.  At December 31, 2012 and December 31, 2011, the fair value of the swap agreement was an unrealized loss of $461,000 and $314,000 respectively.  The values represent the amounts the Company would have expected to pay if the contract was terminated on those dates.  The amounts included in accumulated other comprehensive income as unrealized losses (market value net of tax) related to this swap as of December 31, 2012 and December 31, 2011 was $304,000 and $208,000 respectively.

Information concerning the derivative designated as a cash flow hedge at December 31, 2012 and 2011 is presented in the following tables:
 
 
December 31, 2012
  
 
Positions
(#)
  
Notional
Amount
  
Asset
  
Liability
  
Receive
Rate
  
Pay
Rate
  
Life
(Years)
Pay fixed - receive floating interest rate swap
1
    
$
5,155,000
    
$
—
    
$
461,000
    
0.32
%
  
2.59
%
  
7.8
  
Total derivatives designated as cash flow hedges
    
$
5,155,000
    
$
—
    
$
461,000
    
0.32
%
  
2.59
%
  
7.8
  
 
 
December 31, 2011
  
 
Positions
(#)
  
Notional
Amount
  
Asset
  
Liability
  
Receive
Rate
  
Pay
Rate
  
Life
(Years)
Pay fixed - receive floating interest rate swap
1
    
$
5,155,000
    
$
—
    
$
314,000
    
0.29
%
  
2.59
%
  
8.8
  
Total derivatives designated as cash flow hedges
    
$
5,155,000
    
$
—
    
$
314,000
    
0.29
%
  
2.59
%
  
8.8
  
 
Derivatives designated as fair value hedges

The Company will from time to time utilize derivatives to limit is exposure to the variability of fair market values of certain financial instruments.  Information below is presented on derivatives designated as fair value hedges as of December 31, 2012.

Mortgage banking activities

As part of its mortgage banking activities, our mortgage subsidiary enters into interest rate lock commitments which are commitments to originate loans whereby the interest rate on the loan is determined prior to funding and the customers have locked the interest rate. The period of time between the origination of a loan commitment and closing and sale of the loan generally ranges from 60 to 120 days.  Our subsidiary will either lock the loan and associated rate in with an investor and commit to deliver the loan only if settlement occurs ("best efforts delivery") or it will commit to deliver the locked loan in a binding ("mandatory") delivery program with an investor.    Because of the high correlation between best efforts delivery contracts and interest rate lock commitments, no gain or loss is recognized on best efforts contracts and any resulting interest rate risk associated with these transactions is borne by the ultimate purchaser of the loan.  Accordingly, the Company has not designated best efforts delivery contracts and the related interest rate lock commitments as hedging instruments (See discussion below under "Derivatives not designated as hedging instruments").

Mandatory delivery of mortgage loans

For the portion of interest rate lock commitments that are designated to be delivered under a mandatory delivery method, the  Company bears the risk of changes in value of the commitment from the time a rate is locked with the mortgage customer until a loan is closed and and ultimately sold to an investor.  To mitigate this risk, the company enters into forward sales contracts of mortgage backed securities ("MBS") with similar characteristics to the rate lock commitments.  Both the rate lock commitments and the associated forward sales contracts have been designated as fair value hedges by the Company.

Rate lock commitments  and forward sales contracts of MBS are recorded at fair value with changes in fair value recorded through noninterest income on the statement of operations.

The notional amount of interest rate lock commitments related to mandatory delivery methods totaled $8.8 million and $0 at December 31, 2012 and 2011, respectively.  This represented a total of 41 open interest rate lock commitments under mandatory delivery at December 31, 2012.  There were no open interest rate lock commitments under mandatory delivery at December 31, 2011.  The fair value of the open interest rate lock commitments under mandatory delivery at December 31, 2012 was $35,000.

At December 31, 2012 and 2011, the mortgage subsidiary had open forward sales contracts of MBS with a notional value of $9.1 million and $0.0, respectively. At December 31, 2012 , the mortgage subsidiary had 11 open forward sales contracts of MBS. The fair value of these open forward sales contracts was $39,000. Certain additional risks arise from these forward delivery contracts in that the counterparties to the contracts may not be able to meet  the terms of the contracts. We do not expect any counterparty to fail to meet its obligations. Additional risks inherent in mandatory delivery programs include the risk that if the mortgage subsidiary does not close the loans subject to interest rate lock commitments, they will be obligated to deliver MBS to the counterparty under the forward sales agreement. Should this be required, the mortgage subsidiary could incur significant  costs in acquiring replacement loans or MBS.

Derivatives not designated as hedging instruments

Best efforts delivery mortgage banking derivatives

Interest rate lock commitments under best efforts delivery and the resulting commitments to deliver loans to investors on a best efforts basis are considered derivatives.  For loans to be delivered under a best efforts delivery method, the Company mitigates any risk from changes in interest rates through the use of best effort forward delivery commitments, whereby the Company commits to sell a loan at the time the borrower commits to an interest rate with the intent that the investor has assumed interest rate risk on the loan.  As a result, the Company is not exposed to losses nor will it realize gains related to its rate lock commitments due to changes in interest rates.  The correlation between the rate lock commitment and the best efforts contracts is very high.

As of December 31, 2012 and 2011, the notional amount of open best efforts interest rate lock commitments was  $93.8 million and $90.4 million respectively.  The related notional amounts of open forward sales commitments to investors as of December 31, 2012 and 2011 was $167.2 million and $182.9 million respectively.
 
The market value of best effort rate lock commitments and best efforts forward delivery contracts is not readily ascertainable with
precision because the rate lock commitments and best efforts contracts are not actively traded in stand-alone markets.  Because of the high correlation between rate lock commitments and best efforts contracts, no gain or loss occurs on the rate lock commitments.

Since the time between when a loan is locked under a best efforts contract and delivery of that loan to an investor is short, and the investor has committed to purchase the loan at an agreed-upon price, if it settles, we have concluded that the difference between the fair value of the loans and the fair value of the best efforts commitments is not expected to be material.






Two-way client loan swaps

During the fourth quarter of 2012, we entered into certain interest rate swap contracts that are not designated as hedging instruments. These derivative contracts relate to transactions in which we enter into an interest rate swap with a customer while at the same time entering into an offsetting interest rate swap with another financial institution. In connection with each swap transaction, we agree to pay interest to the customer on a notional amount at a variable interest rate and receive interest from the customer on an identical notional amount at a fixed interest rate. At the same time, we agree to pay the counterparty the same fixed interest rate on the same notional amount and receive the same variable interest rate on the same notional amount. The transaction allows our clients to effectively convert a variable rate loan into a fixed rate loan. Because we act as an intermediary for our customers, changes in the fair value of the underlying derivatives contracts offset each other and do not significantly impact our results of operations. The aggregate notional amount of these swap agreements with counterparties was $4.5 million as of December 31, 2012.  The Company had no undesignated interest rate swaps at December 31, 2011.

Certain additional risks arise from interest rate swap contracts in that the counterparties to the contracts may not be able to meet  the terms of the contracts. We do not expect any counterparty to fail to meet its obligations.

Information concerning two-way client interest rate swaps not designated as either fair value or cash flow hedges at December 31, 2012  is presented in the following table:


 
December 31, 2012
  
 
Positions
(#)
  
Notional
Amount
  
Asset
  
Liability
  
Receive
Rate
  
Pay
Rate
  
Life
(Years)
Pay fixed - receive floating interest rate swap
1
    
$
4,459,209
    
$
—
    
$
80,000
    
'1 Mo. LIBOR plus 200  BP
  
3.90
%
  
14.9
  
Pay floating - receive fixed interest rate swap
1
    
$
4,459,209
    
$
80,000
        
3.90
%
  
'1 Mo. LIBOR plus 200  BP
  
14.9
  
Total derivatives not designated
    
$
8,918,418
    
$
80,000
    
$
80,000
            
14.9
  

 
Note 25.
Accumulated Other Comprehensive Income

The following table presents information on changes in each component of accumulated other comprehensive income (loss) for the periods indicated:
 
 
Net Unrealized
Gains (Losses) on
Securities
  
Derivatives
  
Adjustments
Related to
Defined Benefit
Pension Plan
  
Accumulated Other Comprehensive
Income (Loss)
Balance December 31, 2009
$
(2,474
)
  
$
—
    
$
—
    
$
(2,474
)
Net unrealized gains on investment securities (net of tax, $646)
1,254
            
1,254
  
Reclassification adjustment for investment securities transactions (net of tax, $294)
(572
)
          
(572
)
Unrealized losses on securities for which an other-than-temporary impairment loss has been recognized in earnings (net of tax, $375)
728
            
728
  
Unrealized gain on interest rate swaps (net of tax, $106 )
    
206
        
206
  
Change in benefit obligation and plan assets for defined benefit pension plan (net of tax, $80)
        
(154
)
  
(154
)
Balance December 31, 2010
(1,064
)
  
206
    
(154
)
  
(1,012
)
Net unrealized gains on investment securities (net of tax, $2,826)
5,485
            
5,485
  
Reclassification adjustment for investment securities transactions  (net of tax, $156)
(304
)
          
(304
)
Unrealized losses on securities for which an other-than-temporary impairment loss has been recognized in earnings (net of tax, $9)
16
            
16
  
Unrealized loss on interest rate swaps (net of tax, $213 )
    
(413
)
      
(413
)
Change in benefit obligation and plan assets for defined benefit pension plan (net of tax, $80)
        
154
    
154
  
Balance December 31, 2011
4,133
    
(207
)
  
—
    
3,926
  
Net unrealized gains on investment securities (net of tax of $1,511)
2,932
            
2,932
  
Reclassification adjustment for investment securities transactions (net of tax, $151)
(294
)
          
(294
)
Unrealized loss on interest rate swap  (net of tax, $50)
    
(97
)
      
(97
)
Balance December 31, 2012
$
6,771
    
$
(304
)
  
$
—
    
$
6,467
  

 
 
 
60