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.bank

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 Record Earnings

for 2018 Third Quarter and Nine Month Financial Results

MIDDLEFIELD, OHIO, October 17, 2018 ◆◆◆◆ Middlefield Banc Corp. (NASDAQ: MBCN) today reported financial results for the three and nine months ended September 30, 2018.

2018 Nine Month Financial Highlights (on a year-over-year basis unless noted):

• Net income increased 27.4% to $9.0 million

• Earnings per diluted share increased 17.3% to $2.78 per share, despite an 8.8% increase in the average number of diluted shares outstanding

• For the 2018 third quarter, return on average equity was 10.33%, compared to 8.12% for the quarter ended September 30, 2017

• For the 2018 third quarter, return on average tangible common equity⁽¹⁾ was 12.00%, compared to 9.57% for the quarter ended September 30, 2017

• Book value per share was up 4.1% to $38.38 per share

• Tangible book value⁽¹⁾ per share was up 5.6% to $32.96 per share

• Total net loans increased 10.8% to $965.5 million

• Total interest income improved 13.8% to $36.9 million

• Noninterest expense was up only 1.1%

• Equity to assets remains strong at 10.30%

“Earnings per diluted share were a quarterly record during the third quarter. Middlefield also ended the third quarter with record loans and deposits, and we experienced a significant expansion in returns on average assets, equity, and tangible common equity,” stated Thomas G. Caldwell, President and Chief Executive Officer. “Our efficiency ratio continues to improve despite additional operating expenses associated with our new Powell, Ohio office that opened in September. Our recently opened Sunbury and Powell offices are well positioned to capitalize on favorable trends in the Central Ohio market and we are encouraged with the performance of these new locations. The economic landscape in both of our Ohio markets remains stable, supporting strong loan growth and performance.

“Three years ago, we implemented a strategic plan that focused on creating continued value for our shareholders by profitably growing our business. Middlefield’s third quarter results reflect the favorable execution of this strategic plan and the trends are encouraging. As we start the process to update our strategic plan, we are excited by the direction we are headed and the opportunities we have to grow our franchise. Middlefield’s financial results have strengthened throughout the year and we believe we are well positioned to end 2018 with record full-year results,” concluded Mr. Caldwell.

Income Statement

For the 2018 nine months, net interest income increased 8.9% to $30.0 million, compared to $27.5 million for the same period last year.Year-to-date, the net interest margin was 3.77%, compared to 3.82% for the same period last year. Net interest income for the 2018 third quarter was $10.3 million, compared to $9.5 million for the 2017 third quarter. The 7.8% increase in net interest income for the 2018 third quarter was largely a result of a 13.2% increase in interest and fees on loans. The net interest margin for the 2018 third quarter was 3.72%, compared to 3.81% for the same period of 2017.

For the 2018 nine months, noninterest income was $2.8 million, compared to $3.9 million for the same period last year. Noninterest income for the 2018 third quarter was $0.9 million, compared to $1.4 million for the same period last year.

For the 2018 nine months, noninterest expense increased 1.1% to $21.5 million, compared to $21.3 million for the same period last year. Operating costs in the 2018 third quarter decreased 2.8% to $7.1 million from $7.3 million for the 2017 third quarter. Noninterest expense for the 2017 nine months included $1.0 million of additionalone-time operating expenses as a result of the Liberty acquisition.

“Asset quality continues to improve and during the first three quarters Middlefield’s nonperforming assets have declined 27.9%, compared to the 10.7% increase in loans,” said Donald L. Stacy, Chief Financial Officer. “As a result, our nonperforming loans to total loans was 1.08%, which is the lowest level in six quarters. While competition for new deposits remains elevated, our strategies to drive deposit growth were successful and we ended the quarter with over $1.0 billion in deposits for the first time in our history. Over the past three months Middlefield’s total deposits increased by $81.5 million or 8.7%. Ourloan-to-deposit ratio was 96.0% at September 30, 2018, compared to 97.9% at September 30, 2017, and 101.2% at June 30, 2018. We continue to believe we will improve operating leverage throughout the remainder of the year, which should translate to continued earnings growth and improved profitability.”

Balance Sheet

Total assets at September 30, 2018, increased 11.6% to over $1.2 billion from approximately $1.1 billion at September 30, 2017. Net loans at September 30, 2018, were $965.5 million, compared to $871.7 million at September 30, 2017, and $916.0 million at December 31, 2017. The 10.8% year-over-year improvement in net loans was across almost all loan categories and was primarily a result of a 20.0% increase in commercial mortgage loans, a 4.2% increase in residential mortgage loans, and a 20.0% increase in real estate construction loans, partially offset by a 6.2% decrease in commercial and industrial loans, 7.8% decline in consumer installment loans.

Total deposits at September 30, 2018, were $1.0 billion, compared to $897.7 million at September 30, 2017. The 12.9% year-over-year increase in deposits was primarily a result of higher noninterest-bearing demand, money market, savings, and time deposits. The investment portfolio, which is entirely classified as available for sale, was $99.7 million September 30, 2018, compared with $98.3 million at September 30, 2017.

Stockholders’ Equity and Dividends

At the end of the 2018 third quarter, shareholders’ equity increased 4.8% to $124.2 million compared to $118.5 million at September 30, 2017. On a per share basis, shareholders’ equity at September 30, 2018, was $38.38 compared to $36.86 at the same period last year. Tangible stockholders’ equity⁽¹⁾ increased 6.3% to $106.7 million for the 2018 third quarter, compared to $100.3 million at September 30, 2017. On aper-share basis, tangible stockholders’ equity⁽¹⁾ was $32.96 at September 30, 2018, compared to $31.21 at September 30, 2017.

Through the first nine months of 2018, the company declared cash dividends of $0.89 per share, compared to $0.81 per share for the same period last year. The dividend payout ratio for the 2018 nine-month period was 31.9% compared to 35.2% for the same period last year.

At September 30, 2018, the company had an equity to assets leverage ratio of 10.30%, compared to 10.96% at September 30, 2017.

Asset Quality

The provision for loan losses for the 2018 third quarter was $210,000 versus $280,000 for the same period last year. Nonperforming assets at September 30, 2018, were $10.8 million, compared to $15.0 million at September 30, 2017. Net charge-offs for the 2018 third quarter were $218,000, or 0.09% of average loans, annualized, compared to $33,000, or 0.02% of average loans, annualized at September 30, 2017.

Year-to-date net charge-offs were $326,000, or 0.05% of average loans, annualized compared to $361,000, or 0.06% of average loans, annualized for the same period last year. The allowance for loan losses at September 30, 2018, stood at $7.5 million, or 0.77% of total loans, compared to $6.9 million or 0.78% of total loans at September 30, 2017.

Middlefield Banc Corp., headquartered in Middlefield, Ohio, is the bank holding company of The Middlefield Banking Company with total assets of $1.2 billion at September 30, 2018. The bank operates 15 full-service banking centers and an LPL Financial^® brokerage office serving Beachwood, Chardon, Cortland, Dublin, Garrettsville, Mantua, Middlefield, Newbury, Orwell, Powell, Solon, Sunbury, Twinsburg, and Westerville. The Bank also operates a Loan Production Office in Mentor, Ohio. Additional information is available atwww.middlefieldbank.bank.

⁽¹⁾This press release includes disclosure of Middlefield Banc Corp.’s tangible book value per share and return on average tangible equity, which are financial measures not prepared in accordance with generally accepted accounting principles in the United States (GAAP). Anon-GAAP financial measure is a numerical measure of historical or future financial performance, financial position or cash flows that excludes or includes amounts that are required to be disclosed by GAAP. Middlefield Banc Corp. believes that thesenon-GAAP financial measures provide both management and investors a more complete understanding of the underlying operational results and trends and Middlefield Banc Corp.’s marketplace performance. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the numbers prepared in accordance with GAAP. The reconciliations ofnon-GAAP financial measures are included in the tables following Consolidated Financial Highlights below.

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

(Dollar amounts in thousands)

Balance Sheets (period end)	September 30, 2018			June 30, 2018			March 31, 2018			December 31, 2017			September 30, 2017
ASSETS
Cash and due from banks	$	81,951		$	42,451		$	33,258		$	39,886		$	47,731
Federal funds sold		—			28,795			—			—			1,200
Cash and cash equivalents		81,951			71,246			33,258			39,886			48,931
Equity securities, at fair value		671			656			643			—			—
Investment securities available for sale, at fair value		99,717			100,028			91,262			95,283			98,334
Loans held for sale		925			1,132			937			463			5,930
Loans		972,968			943,674			932,374			923,213			878,541
Less allowance for loan and lease losses		7,494			7,502			7,551			7,190			6,852
Net loans		965,474			936,172			924,823			916,023			871,689
Premises and equipment, net		13,002			12,978			12,225			11,853			11,768
Goodwill		15,071			15,071			15,071			15,071			15,299
Core deposit intangibles		2,484			2,571			2,658			2,749			2,848
Bank-owned life insurance		15,970			15,862			15,764			15,652			15,542
Other real estate owned		257			181			212			212			557
Accrued interest receivable and other assets		10,806			10,182			9,911			9,144			9,928
TOTAL ASSETS	$	1,206,328		$	1,166,079		$	1,106,764		$	1,106,336		$	1,080,826
	September 30, 2018			June 30, 2018			March 31, 2018			December 31, 2017			September 30, 2017
LIABILITIES
Deposits:
Noninterest-bearing demand	$	205,357		$	207,791		$	194,203		$	192,438		$	181,550
Interest-bearing demand		96,565			92,116			96,659			83,990			91,184
Money market		191,261			137,572			149,359			150,277			161,101
Savings		224,704			204,408			221,851			208,502			212,371
Time		295,874			290,359			282,501			242,987			251,449
Total deposits		1,013,761			932,246			944,573			878,194			897,655
Short-term borrowings		55,304			87,833			18,671			74,707			20,274
Other borrowings		8,956			18,996			19,028			29,065			39,273
Accrued interest payable and other liabilities		4,074			4,288			4,340			4,507			5,130
TOTAL LIABILITIES		1,082,095			1,043,363			986,612			986,473			962,332
STOCKHOLDERS’ EQUITY
Common equity		85,687			85,544			85,116			84,859			84,722
Retained earnings		53,520			51,121			48,927			47,431			45,913
Accumulated other comprehensive (loss) income		(1,456	)		(431	)		(373	)		1,091			1,377
Treasury stock		(13,518	)		(13,518	)		(13,518	)		(13,518	)		(13,518	)
TOTAL STOCKHOLDERS’ EQUITY		124,233			122,716			120,152			119,863			118,494
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,206,328		$	1,166,079		$	1,106,764		$	1,106,336		$	1,080,826

MIDDLEFIELD BANC CORP.

Consolidated Selected Financial Highlights

(Dollar amounts in thousands)

	For the Three Months Ended										For the Nine Months Ended
Statements of Income	September 30, 2018		June 30, 2018		March 31, 2018		December 31, 2017		September 30, 2017		September 30, 2018		September 30, 2017
INTEREST AND DIVIDEND INCOME
Interest and fees on loans	$	11,821	$	11,234	$	11,054	$	10,696	$	10,443	$	34,109	$	29,539
Interest-earning deposits in other institutions		178		115		119		80		107		412		248
Federal funds sold		8		7		14		6		5		29		9
Investment securities:
Taxable interest		167		170		169		162		159		506		600
Tax-exempt interest		598		550		525		560		579		1,673		1,846
Dividends on stock		57		53		59		60		37		169		189
Total interest and dividend income		12,829		12,129		11,940		11,564		11,330		36,898		32,431
INTEREST EXPENSE
Deposits		2,178		1,973		1,640		1,530		1,468		5,803		3,820
Short-term borrowings		296		192		276		101		202		764		652
Other borrowings		104		118		122		131		148		344		413
Total interest expense		2,578		2,283		2,038		1,762		1,818		6,911		4,885
NET INTEREST INCOME		10,251		9,846		9,902		9,802		9,512		29,987		27,546
Provision for loan losses		210		210		210		430		280		630		615
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		10,041		9,636		9,692		9,372		9,232		29,357		26,931
NONINTEREST INCOME
Service charges on deposit accounts		491		472		453		478		479		1,416		1,397
Investment securities gains on sale, net		—		—		—		—		398		—		886
Gain on equity securities		15		13		18		—		—		46		—
Earnings on bank-owned life insurance		108		98		112		115		109		318		316
Gains on sale of loans		43		117		4		106		255		164		720
Other income		291		305		199		219		200		807		622
Total noninterest income		948		1,005		786		918		1,441		2,751		3,941
NONINTEREST EXPENSE
Salaries and employee benefits		3,839		3,866		3,979		3,134		3,725		11,684		10,624
Occupancy expense		460		472		536		449		476		1,468		1,397
Equipment expense		262		201		233		261		242		696		789
Data processing costs		481		402		477		416		468		1,360		1,376
Ohio state franchise tax		244		244		115		186		186		603		558
Federal deposit insurance expense		150		150		150		165		165		450		368
Professional fees		346		327		445		522		434		1,118		1,230
Advertising expense		236		230		228		161		248		694		660
Software amortization expense		155		155		150		134		118		460		280
Core deposit intangible amortization		87		87		91		98		101		265		276
Merger expense		—		—		—		28		338		—		1,032
Other expense		832		929		941		663		796		2,702		2,678
Total noninterest expense		7,092		7,063		7,345		6,217		7,297		21,500		21,268
Income before income taxes		3,897		3,578		3,133		4,073		3,376		10,608		9,604
Income taxes		593		481		528		1,687		914		1,602		2,535
NET INCOME	$	3,304	$	3,097	$	2,605	$	2,386	$	2,462	$	9,006	$	7,069

MIDDLEFIELD BANC CORP.

Consolidated Selected Financial Highlights

(Dollar amounts in thousands, except per share and share amounts)         

	For the Three Months Ended															For the Nine Months Ended
	September 30,			June 30,			March 31,			December 31,			September 30,			September 30,			September 30,
Per common share data	2018			2018			2018			2017			2017			2018			2017
Net income per common share - basic	$	1.02		$	0.96		$	0.81		$	0.73		$	0.77		$	2.79		$	2.38
Net income per common share - diluted	$	1.02		$	0.96		$	0.80		$	0.73		$	0.76		$	2.78		$	2.37
Dividends declared per share	$	0.28		$	0.28		$	0.33		$	0.27		$	0.27		$	0.89		$	0.81
Book value per share (period end)	$	38.38		$	37.95		$	37.28		$	37.25		$	36.86		$	38.38		$	36.86
Tangible book value per share (period end) (2) (3)	$	32.96		$	32.49		$	31.78		$	31.71		$	31.21		$	32.96		$	31.21
Dividends declared	$	905		$	903		$	1,063		$	868		$	867		$	2,871		$	2,490
Dividend yield		2.36	%		2.21	%		2.69	%		2.24	%		2.34	%		2.53	%		2.35	%
Dividend payout ratio		27.39	%		29.16	%		40.81	%		36.38	%		35.22	%		31.88	%		35.22	%
Average shares outstanding - basic		3,234,393			3,225,726			3,220,262			3,215,300			3,212,335			3,226,845			2,966,151
Average shares outstanding - diluted		3,248,326			3,240,329			3,238,069			3,231,791			3,223,753			3,242,299			2,978,743
Period ending shares outstanding		3,236,689			3,233,678			3,222,984			3,217,716			3,214,737			3,236,689			3,214,737
Selected ratios
Return on average assets		1.13	%		1.11	%		0.94	%		0.86	%		0.90	%		1.06	%		0.89	%
Return on average equity		10.33	%		10.08	%		8.73	%		7.72	%		8.12	%		9.73	%		8.82	%
Return on average tangible common equity (2) (4)		12.00	%		11.77	%		10.23	%		9.05	%		9.57	%		11.36	%		10.58	%
Yield on earning assets		4.65	%		4.61	%		4.57	%		4.51	%		4.52	%		4.62	%		4.47	%
Cost of interest bearing liabilities		1.25	%		1.16	%		1.03	%		0.89	%		0.92	%		1.15	%		0.84	%
Net interest spread		3.40	%		3.45	%		3.54	%		3.62	%		3.60	%		3.47	%		3.63	%
Net interest margin		3.72	%		3.76	%		3.82	%		3.84	%		3.81	%		3.77	%		3.82	%
Efficiency (1)		61.65	%		63.43	%		67.00	%		55.58	%		63.96	%		63.96	%		64.71	%
Equity to assets at period end		10.30	%		10.52	%		10.86	%		10.83	%		10.96	%		10.30	%		10.96	%

(1) The efficiency ratio is calculated by dividingnon-interest expense less amortization of intangibles by the sum of net interest income on a fully taxable equivalent basis plusnon-interest income

(2) See reconciliation ofnon-GAAP measures below

(3) Calculated by dividing tangible common equity by shares outstanding

(4) Calculated by dividing annualized net income for each period by average tangible common equity

	For the Three Months Ended
	September 30,			June 30,			March 31,			December 31,			September 30,
End of Period Loan Balances	2018			2018			2018			2017			2017
Commercial and industrial	$	93,144		$	101,975		$	99,809		$	101,346		$	99,314
Real estate - construction		48,901			45,647			48,687			47,017			40,760
Real estate - mortgage:
Residential		329,609			320,858			316,856			318,157			316,191
Commercial		483,675			457,050			448,766			437,947			403,135
Consumer installment		17,639			18,144			18,256			18,746			19,141
Total	$	972,968		$	943,674		$	932,374		$	923,213		$	878,541
	September 30,			June 30,			March 31,			December 31,			September 30,
Asset quality data	2018			2018			2018			2017			2017
(Dollar amounts in thousands)
Non-accrual loans	$	7,288		$	8,357		$	8,747		$	8,433		$	8,525
Troubled debt restructuring		3,241			3,051			9,071			4,982			5,608
90 day past due and accruing		—			15			—			—			268
Nonperforming loans		10,529			11,423			17,818			13,415			14,401
Other real estate owned		257			181			212			212			557
Nonperforming assets	$	10,786		$	11,604		$	18,030		$	13,627		$	14,958
Allowance for loan losses	$	7,494		$	7,502		$	7,551		$	7,190		$	6,852
Allowance for loan losses/total loans		0.77	%		0.79	%		0.81	%		0.78	%		0.78	%
Net charge-offs (recoveries):
Quarter-to-date	$	218		$	259		$	(151	)	$	92		$	33
Year-to-date		326			108			(151	)		453			361
Net charge-offs to average loans, annualized:
Quarter-to-date		0.09	%		0.11	%		-0.06	%		0.04	%		0.02	%
Year-to-date		0.05	%		0.02	%		-0.06	%		0.05	%		0.06	%
Nonperforming loans/total loans		1.08	%		1.21	%		1.91	%		1.45	%		1.64	%
Allowance for loan losses/nonperforming loans		71.17	%		65.67	%		42.38	%		53.60	%		47.58	%
Nonperforming assets/total assets		0.89	%		1.00	%		1.63	%		1.23	%		1.38	%

Reconciliation of Common Stockholders’ Equity to Tangible Common Equity	For the Three Months Ended										For the Nine Months Ended
(Dollar amounts in thousands)	September 30, 2018		June 30, 2018		March 31, 2018		December 31, 2017		September 30, 2017		September 30, 2018		September 30, 2017
Stockholders’ Equity	$	124,233	$	122,716	$	120,152	$	119,863	$	118,494	$	124,233	$	118,494
Less Goodwill and other intangibles		17,555		17,642		17,729		17,820		18,147		17,555		18,147
Tangible Common Equity	$	106,678	$	105,074	$	102,423	$	102,043	$	100,347	$	106,678	$	100,347
Average Stockholders’ Equity	$	126,865	$	123,228	$	121,001	$	122,586	$	120,310	$	123,698	$	107,112
Less Average Goodwill and other intangibles		17,597		17,683		17,773		17,987		18,251		17,685		17,762
Average Tangible Common Equity	$	109,268	$	105,545	$	103,228	$	104,599	$	102,059	$	106,013	$	89,350