Middlefield Banc (MBCN) 8-K Results of Operations and Financial Condition

EXHIBIT 99

15985 East High Street

P. O. Box 35

Middlefield, Ohio 44062

Phone: 440/632-1666     FAX: 440/632-1700

www.middlefieldbank.com

PRESS RELEASE

Company Contact:	Investor and Media Contact:
Thomas G. Caldwell President/Chief Executive Officer Middlefield Banc Corp. (440) 632-1666 Ext. 3200 tcaldwell@middlefieldbank.com	Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andrew@smberger.com

Middlefield Banc Corp. Reports Financial Results for the 2014 Second Quarter

MIDDLEFIELD, OHIO, July 22, 2014¿¿¿¿ Middlefield Banc Corp. (OTCQB: MBCN) today reported financial results for the three and six months ended June 30, 2014.

2014 Second Quarter Financial Highlights Include:

• Net interest income increased 5.3% to $5.9 million from $5.6 million for the 2013 second quarter.

• The net interest margin improved to 4.04%, compared to 3.88% for the same period of 2013.

• Tangible stockholders’ equity improved 4.8% from 2014 first quarter, and 11.6% from December 31, 2013.

• Total net loans increased 9.5% from the 2013 second quarter and 1.4% compared to the 2014 first quarter.

• Nonperforming assets declined to $12.9 million from $15.2 million for the 2013 second quarter.

• Tier 1 capital ratio strengthened to 9.31% from 8.49% at June 30, 2013.

“We continue to report strong financial results despite higher operating and regulatory costs,” stated Thomas G. Caldwell, President and Chief Executive Officer. “Throughout 2014 we will be making investments in our business by enhancing our operations, products, and services, and adding senior managers to assist with our growth objectives. These activities may impact the level of profitability over the near term but will have a positive effect on our financial results and customer experience in the coming quarters. Our customers are already experiencing the benefits from the investments we have made in our new website, enhanced on-line banking services, and new mobile banking capabilities.”

Net income for the 2014 second quarter was $1.6 million, or $0.79 per diluted share, compared to net income for the 2013 second quarter of $1.7 million, or $0.83 per diluted share. Net income for the six months ended June 30, 2014 was $3.4 million, or $1.65 per diluted share, compared to net income for the six months ended June 30, 2013 of $3.3 million, or $1.66 per diluted share.

Annualized returns on average equity (“ROE”) and average assets (“ROA”) for the 2014 second quarter were 11.58% and 0.96%, respectively, compared with 12.47% and 1.02% for the 2013 second quarter. ROE and ROA were 12.33% and 1.02%, respectively, for the 2014 six month period, compared with 12.32% and 1.02% for the same period last year.

Mr. Caldwell continued: “As we enter the second half of 2014, we are well positioned to grow our banking franchise. By the end of the third quarter, we will enter the secondary mortgage market, which will enhance our product offerings and increase our noninterest income. While we are excited about our growth opportunities, we remain committed to delivering excellent customer service, increasing value to our shareholders, and managing the company under safe and sound banking principles.”

Income Statement

Net interest income for the 2014 second quarter increased 5.3% to $5.9 million, compared to $5.6 million for the 2013 second quarter. For the 2014 first half, net interest income increased 6.0% to $11.8 million, compared to $11.2 million for the same period last year. The second quarter and first half increases in net interest income were driven by a reduction in funding costs, primarily time deposits. The net interest margin for the 2014 second quarter was 4.04%, compared to 3.88% for the same period of 2013. Year-to-date, the net interest margin was 4.12%, compared to 3.90% for the same period last year.

Noninterest income was up slightly for the 2014 second quarter and down year-to-date. The improvement in the 2014 second quarter was a result of investment securities gains and other income, partially offset by lower service charges on deposits and earnings on bank-owned life insurance.

Noninterest expense for the 2014 second quarter was $4.6 million, an increase of approximately $0.7 million from the 2013 second quarter, primarily a result of higher operating expenses.

“We are proactively investing in our future to diversify our sources of income and offset the impact of historically low interest rates and higher regulatory costs,” said Donald L. Stacy, Chief Financial Officer. “The result will be higher near-term expenses as our growth strategies take time to develop. We are working hard to offset a portion of these higher costs through prudent expense management and proactively controlling our cost of funds.”

Balance Sheet

Total assets at June 30, 2014 increased 3.3% to $668.3 million, from $647.1 million at December 31, 2013. Net loans at June 30, 2014 were approximately $443.0 million, compared to $428.7 million at December 31, 2013. The 3.3% year-to-date increase in net loans was a result of growth across all loan categories led by a 4.2% increase in residential mortgage loans.

Total deposits at June 30, 2014 increased 3.5% to $588.8 million from $568.8 million at December 31, 2013. The investment portfolio, which is entirely classified as available for sale, stood at $165.5 million at June 30, 2014, compared to $157.1 million at December 31, 2013. The increase in investment securities available for sale is primarily a result of the growth in the Bank’s tax-free municipal securities portfolio of $8.0 million.

Stockholders’ Equity and Dividends

Tangible stockholders’ equity increased 13.8% to $54.6 million for the 2014 second quarter, compared to $48.0 million for the 2013 second quarter. On a per share basis, tangible stockholders’ equity increased 12.7% to $26.67 at June 30, 2014 from $23.66 at June 30, 2013. The increase is the result of a higher level of retained earnings and accumulated other comprehensive income, which was offset by cash dividends paid to shareholders.

At June 30, 2014, the company had a Tier 1 leverage ratio of 9.31%, up from 8.49% at June 30, 2013 and 9.15% at March 31, 2014.

During the 2014 second quarter, the company paid cash dividends of $0.26 per share, which equaled the amount paid in the 2013 second quarter. Year-to-date, the company has paid cash dividends of $0.52 per share.

Asset Quality

The provision for loan losses for the 2014 second quarter was $0.1 million, compared to the $0.3 million for the 2013 second quarter. The provision for loan losses for the six months ended June 30, 2014 was $0.3 million, compared to $0.6 million for the same period last year. Net charge-offs for the 2014 six months was $0.2 million, or 0.10% of average loans, annualized. The allowance for loan losses at June 30, 2014 stood at $7.1 million, or 1.58% of total loans, compared to $7.7 million or 1.88% of total loans at June 30, 2013.

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

	Asset Quality History
	(dollars in thousands)
	6/30/2014			12/31/2013			6/30/2013			12/31/2012			12/31/2011
Nonperforming loans	$	10,506		$	12,290		$	12,869		$	14,224		$	24,546
Real estate owned		2,392			2,698			2,361			1,846			2,196
Nonperforming assets	$	12,898		$	14,988		$	15,230		$	16,070		$	26,742
Allowance for loan losses	$	7,129		$	7,046		$	7,749		$	7,779		$	6,819
Ratios:
Nonperforming loans to total loans		2.33	%		2.82	%		3.12	%		3.48	%		6.12	%
Nonperforming assets to total assets		1.93	%		2.32	%		2.32	%		2.40	%		4.09	%
Allowance for loan losses to total loans		1.58	%		1.62	%		1.88	%		1.90	%		1.70	%
Allowance for loan losses to nonperforming loans		67.85	%		57.33	%		60.21	%		54.69	%		27.78	%

Middlefield Banc Corp., headquartered in Middlefield, Ohio, is a bank holding company with total assets of $668.3 million at June 30, 2014. On January 20, 2014, the company consolidated its Emerald Bank subsidiary into the company’s lead bank, The Middlefield Banking Company. The bank operates 10 full service banking centers and an LPL Financial^® brokerage office serving Chardon, Cortland, Dublin, Garrettsville, Mantua, Middlefield, Newbury, Orwell, and Westerville. Additional information is available atwww.middlefieldbank.com.

This press release of Middlefield Banc Corp. and the reports Middlefield Banc Corp. files with the Securities and Exchange Commission often contain “forward-looking statements” relating to present or future trends or factors affecting the banking industry and, specifically, the financial operations, markets and products of Middlefield Banc Corp. These forward-looking statements involve certain risks and uncertainties. There are a number of important factors that could cause Middlefield Banc Corp.’s future results to differ materially from historical performance or projected performance. These factors include, but are not limited to: (1) a significant increase in competitive pressures among financial institutions; (2) changes in the interest rate environment that may reduce interest margins; (3) changes in prepayment speeds, charge-offs and loan loss provisions; (4) less favorable than expected general economic conditions; (5) legislative or regulatory changes that may adversely affect businesses in which Middlefield Banc Corp. is engaged; (6) technological issues which may adversely affect Middlefield Banc Corp.’s financial operations or customers; (7) changes in the securities markets; or (8) risk factors mentioned in the reports and registration statements Middlefield Banc Corp. files with the Securities and Exchange Commission. Middlefield Banc Corp. undertakes no obligation to release revisions to these forward-looking statements or to reflect events or circumstances after the date of this press release.

MIDDLEFIELD BANC CORP.

Consolidated Selected Financial Highlights

June 30, 2014 and 2013 and December 31, 2013

Balance Sheet (period end)	June 30, 2014			December 31, 2013			June 30, 2013
(Dollar amounts in thousands) (unaudited)
Assets
Cash and due from banks	$	19,821		$	20,926		$	22,052
Federal funds sold		5,756			5,267			18,377
Cash and cash equivalents		25,577			26,193			40,429
Investment securities available for sale		165,506			157,143			179,757
Loans		450,119			435,725			412,399
Less: allowance for loan and lease losses		7,129			7,046			7,749
Net loans		442,990			428,679			404,650
Premises and equipment		9,927			9,828			8,583
Goodwill		4,559			4,559			4,559
Core deposit intangible		136			156			173
Bank-owned life insurance		8,951			8,816			8,675
Accrued interest receivable and other assets		10,623			11,716			10,966
Total Assets	$	668,269		$	647,090		$	657,792
	June 30, 2014			December 31, 2013			June 30, 2013
Liabilities and Stockholders’ Equity
Noninterest bearing demand deposits	$	96,209		$	85,905		$	83,095
Interest-bearing demand deposits		58,366			53,741			58,238
Money market accounts		73,619			77,473			77,563
Savings deposits		178,602			177,303			180,875
Time deposits		181,997			174,414			185,648
Total Deposits		588,793			568,836			585,419
Short-term borrowings		6,939			10,809			5,407
Other borrowings		11,362			11,609			12,635
Other liabilities		2,004			2,363			1,781
Total Liabilities		609,098			593,617			605,242
Common equity		35,266			34,979			34,694
Retained earnings		29,780			27,465			24,780
Accumulated other comprehensive income (loss)		859			(2,237	)		(190	)
Treasury stock		(6,734	)		(6,734	)		(6,734	)
Total Stockholders’ Equity		59,171			53,473			52,550
Total Liabilities and Stockholders’ Equity	$	668,269		$	647,090		$	657,792

MIDDLEFIELD BANC CORP.

Consolidated Selected Financial Highlights

June 30, 2014 and 2013

(Dollar amounts in thousands)

(unaudited)

	For the Three Months Ended June 30,					For the Six Months Ended June 30,
	2014		2013			2014		2013
INTEREST INCOME
Interest and fees on loans	$	5,575	$	5,550		$	11,269	$	11,122
Interest-bearing deposits in other institutions		9		9			14		17
Federal funds sold		6		4			9		8
Investment securities
Taxable interest		526		625			1,035		1,299
Tax-exempt interest		783		744			1,538		1,477
Dividends on stock		20		15			43		38
Total interest income		6,919		6,947			13,908		13,961
INTEREST EXPENSE
Deposits		929		1,219			1,869		2,516
Short-term borrowings		38		47			73		99
Other borrowings		32		44			64		90
Trust preferred securities		34		47			60		81
Total interest expense		1,033		1,357			2,066		2,786
NET INTEREST INCOME		5,886		5,590			11,842		11,175
Provision for loan losses		120		300			300		613
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		5,766		5,290			11,542		10,562
NONINTEREST INCOME
Service charges on deposits		469		511			910		958
Investment securities gains (losses), net		64		(10	)		58		175
Earnings on bank-owned life insurance		68		75			135		143
Other income		256		243			469		411
Total noninterest income		857		819			1,572		1,687
NONINTEREST EXPENSE
Salaries and employee benefits		2,268		1,906			4,284		3,777
Occupancy expense		275		248			596		522
Equipment expense		194		186			414		375
Data processing costs		224		187			438		400
Ohio state franchise tax		93		149			176		303
Federal deposit insurance expense		97		64			229		218
Professional fees		338		291			625		567
Loss (gain) on sale of other real estate owned		75		(13	)		70		(5	)
Advertising expense		124		111			247		223
Other real estate expense		102		90			165		196
Directors Fees		118		133			204		238
Other operating expense		690		596			1,379		1,135
Total noninterest expense		4,598		3,948			8,827		7,949
Income before income taxes		2,025		2,161			4,287		4,300
Provision for income taxes		414		476			913		958
NET INCOME	$	1,611	$	1,685		$	3,374	$	3,342

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2014			2013			2014			2013
Per common share data
Net income per common share - basic	$	0.79		$	0.84		$	1.66		$	1.66
Net income per common share - diluted	$	0.79		$	0.83		$	1.65		$	1.66
Dividends declared	$	0.26		$	0.26		$	0.52		$	0.52
Book value per share (period end)	$	28.97		$	26.00		$	28.97		$	26.00
Tangible book value per share (period end)	$	26.67		$	23.66		$	26.67		$	23.66
Dividend payout ratio		32.90	%		31.28	%		31.39	%		31.33	%
Average shares outstanding - basic		2,038,026			2,017,264			2,036,025			2,008,503
Average shares outstanding - diluted		2,044,564			2,023,961			2,042,181			2,017,060
Period ending shares outstanding		2,042,753			2,021,292			2,042,753			2,021,292
Selected ratios
Return on average assets		0.96	%		1.02	%		1.02	%		1.02	%
Return on average equity		11.58	%		12.47	%		12.33	%		12.32	%
Yield on earning assets		4.45	%		4.77	%		4.79	%		4.81	%
Cost of interest-bearing liabilities		0.80	%		1.04	%		0.81	%		1.06	%
Net interest spread		3.65	%		3.73	%		3.99	%		3.75	%
Net interest margin		4.04	%		3.88	%		4.12	%		3.90	%
Efficiency (1)		64.34	%		58.12	%		62.13	%		58.35	%
Tier 1 capital ratio (holding company)		9.31	%		8.49	%		9.31	%		8.49	%

(1) The efficiency ratio is calculated by dividing noninterest expense less amortization of intangibles by the sum of net interest income on a fully taxable equivalent basis plus noninterest income.

	June 30, 2014			June 30, 2013
Commercial and industrial	$	55,577		$	49,898
Real estate - construction		26,615			24,084
Real estate - mortgage:
Residential		219,229			199,250
Commercial		142,505			135,006
Consumer installment		6,193			4,161
	$	450,119		$	412,399
Asset quality data	June 30, 2014			June 30, 2013
(Dollar amounts in thousands)
Nonaccrual loans	$	8,646		$	9,162
Troubled debt restructuring		1,743			3,166
90 day past due and accruing		117			541
Nonperforming loans		10,506			12,869
Other real estate owned		2,392			2,361
Nonperforming assets	$	12,898		$	15,230
Allowance for loan and lease losses	$	7,129		$	7,749
Allowance for loan and lease losses/total loans		1.58	%		1.88	%
Net charge-offs:
Quarter-to-date		6			283
Year-to-date		217			643
Net charge-offs to average loans, annualized
Quarter-to-date		0.01	%		0.28	%
Year-to-date		0.10	%		0.32	%
Nonperforming loans/total loans		2.33	%		3.12	%
Allowance for loan and lease losses/nonperforming loans		67.85	%		60.21	%