Middlefield Banc (MBCN) 10-K 2020 FY Annual report

0000836147mbcn:CommercialAndIndustrialMember2018-12-31

Exhibit 13

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Middlefield Banc Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Middlefield Banc Corp. and subsidiaries (the “Company”) as of December 31, 2020 and 2019; the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for the years then ended; and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent, with respect to the Company, in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

S.R. Snodgrass, P.C. ● 2009 Mackenzle Way, Suite 340 ● Cranberry Township, Pennsylvania 16066 ● Phone: 724-934-0344 ● Fax: 724-934-0345

1

Basis for Opinion (Continued)

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements; and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter, in any way, our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Allowance for Loan Losses (ALL) – Qualitative Factors

Description of the Matter

The Company’s loan portfolio totaled $1.1 billion as of December 31, 2020, and the associated ALL was $13.5 million. As discussed in Notes 1 and 5 to the consolidated financial statements, determining the amount of the ALL requires significant judgment about the collectability of loans, which includes an assessment of quantitative factors, such as historical loss experience within each risk category of loans and testing of certain commercial loans for impairment. Management applies additional qualitative adjustments to reflect the inherent losses that exist in the loan portfolio at the balance sheet date that are not reflected in the historical loss experience. Qualitative adjustments are made based upon changes in lending policies and practices, economic conditions, changes in the loan portfolio mix, trends in loan delinquencies and classified loans, collateral values, and concentrations of credit risk for the commercial loan portfolios.

We identified these qualitative adjustments within the ALL as critical audit matters because they involve a high degree of subjectivity, which is magnified by the uncertainty resulting from the COVID-19 pandemic. In turn, auditing management’s judgments regarding the qualitative factors applied in the ALL calculation involved a high degree of subjectivity.

How We Addressed the Matter in Our Audit

We gained an understanding of the Company’s process for establishing the ALL, including the qualitative adjustments made to the ALL. We evaluated the design and tested the operating effectiveness of controls over the Company’s ALL process, which included, among others, management’s review and approval controls designed to assess the need and level of qualitative adjustments to the ALL.

To test the qualitative adjustments, we evaluated the appropriateness of management’s methodology and assessed whether relevant risks were reflected in the ALL and the need to consider qualitative adjustments, including the potential effect of COVID-19 on the adjustments.

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Allowance for Loan Losses (ALL) – Qualitative Factors (Continued)

How We Addressed the Matter in Our Audit (Continued)

Regarding the measurement of the qualitative adjustments, we evaluated the completeness, accuracy, and relevance of the data and inputs utilized in management’s estimate. For example, we compared the inputs and data to the Company’s system reports, third-party macroeconomic data, and other internal and external sources and considered the existence of new or contrary information. Furthermore, we analyzed the changes in the components of the qualitative reserves relative to changes in external market factors, the Company’s loan portfolio, and asset quality trends, which included the evaluation of management’s ability to capture and assess relevant data from both external sources and internal reports on loan customers affected by the COVID-19 pandemic and the supporting documentation for substantiating revisions to qualitative factors to ensure that movement in the factors was directionally consistent with the underlying data and quantitatively reasonable based on the underlying risk related to the factor.

We also utilized internal credit review specialists with knowledge to evaluate the appropriateness of management’s risk-rating processes, to ensure that the risk ratings applied to the commercial loan portfolio were reasonable.

We have served as the Company’s auditor since 1986.

/s/S. R. Snodgrass, P.C.

Cranberry Township, Pennsylvania

March 12, 2021 

3

MIDDLEFIELD BANC CORP.

CONSOLIDATED BALANCE SHEET

(Dollar amounts in thousands, except shares)

	December 31,
	2020			2019
ASSETS
Cash and due from banks	$	92,874		$	35,113
Federal funds sold		19,543			0
Cash and cash equivalents		112,417			35,113
Equity securities, at fair value		609			710
Investment securities available for sale, at fair value		114,360			105,733
Loans held for sale		878			1,220
Loans:
Commercial real estate:
Owner occupied		103,121			102,386
Non-owner occupied		309,424			302,180
Multifamily		39,562			62,028
Residential real estate		233,995			234,798
Commercial and industrial		232,044			89,527
Home equity lines of credit		112,543			112,248
Construction and other		63,573			66,680
Consumer installment		9,823			14,411
Total loans		1,104,085			984,258
Less: allowance for loan and lease losses		13,459			6,768
Net loans		1,090,626			977,490
Premises and equipment, net		18,333			17,874
Goodwill		15,071			15,071
Core deposit intangibles		1,724			2,056
Bank-owned life insurance		16,938			16,511
Other real estate owned		7,387			155
Accrued interest receivable and other assets		13,636			10,542
TOTAL ASSETS	$	1,391,979		$	1,182,475
LIABILITIES
Deposits:
Noninterest-bearing demand	$	291,347		$	191,370
Interest-bearing demand		195,722			107,844
Money market		198,493			160,826
Savings		243,888			192,003
Time		295,750			368,800
Total deposits		1,225,200			1,020,843
Short-term borrowings:
Federal funds purchased		0			75
Federal Home Loan Bank advances		0			5,000
Total short-term borrowings		0			5,075
Other borrowings		17,038			12,750
Accrued interest payable and other liabilities		5,931			6,032
TOTAL LIABILITIES		1,248,169			1,044,700
STOCKHOLDERS' EQUITY
Common stock, no par value; 10,000,000 shares authorized, 7,308,685 and 7,294,792 shares issued; 6,379,323 and 6,423,630 shares outstanding		86,886			86,617
Retained earnings		69,578			65,063
Accumulated other comprehensive income		4,284			1,842
Treasury stock, at cost; 929,362 and 871,162 shares		(16,938	)		(15,747	)
TOTAL STOCKHOLDERS' EQUITY		143,810			137,775
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,391,979		$	1,182,475

See accompanying notes to the consolidated financial statements.

4

MIDDLEFIELD BANC CORP.

CONSOLIDATED STATEMENT OF INCOME

(Dollar amounts in thousands, except per share data)

	Year Ended December 31,
	2020			2019
INTEREST AND DIVIDEND INCOME
Interest and fees on loans	$	49,003		$	50,390
Interest-earning deposits in other institutions		118			673
Federal funds sold		22			78
Investment securities:
Taxable interest		909			796
Tax-exempt interest		2,472			2,392
Dividends on stock		114			196
Total interest and dividend income		52,638			54,525
INTEREST EXPENSE
Deposits		8,962			12,409
Short-term borrowings		79			368
Other borrowings		209			363
Total interest expense		9,250			13,140
NET INTEREST INCOME		43,388			41,385
Provision for loan losses		9,840			890
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		33,548			40,495
NONINTEREST INCOME
Service charges on deposit accounts		2,539			2,186
Investment securities gains on sale, net		0			194
(Loss) gain on equity securities		(101	)		94
Earnings on bank-owned life insurance		427			431
Gain on sale of loans		1,487			433
Other income		1,638			1,503
Total noninterest income		5,990			4,841
NONINTEREST EXPENSE
Salaries and employee benefits		15,835			16,783
Occupancy expense		2,158			2,164
Equipment expense		1,308			1,040
Data processing costs		2,650			2,208
Ohio state franchise tax		1,082			1,044
Federal deposit insurance expense		423			230
Professional fees		1,359			1,683
Net gain on other real estate owned		(172	)		(125	)
Advertising expense		698			733
Software amortization expense		351			638
Core deposit intangible amortization		332			341
Other expense		3,764			3,294
Total noninterest expense		29,788			30,033
Income before income taxes		9,750			15,303
Income taxes		1,401			2,592
NET INCOME	$	8,349		$	12,711
EARNINGS PER SHARE
Basic	$	1.31		$	1.96
Diluted		1.30			1.95

See accompanying notes to the consolidated financial statements.

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MIDDLEFIELD BANC CORP.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(Dollar amounts in thousands)

	Year Ended December 31,
	2020			2019
Net income	$	8,349		$	12,711
Other comprehensive income:
Net unrealized holding gain on available- for-sale investment securities		3,091			2,720
Tax effect		(649	)		(571	)
Reclassification adjustment for investment securities gains included in net income		0			(194	)
Tax effect		0			41
Total other comprehensive income		2,442			1,996
Comprehensive income	$	10,791		$	14,707

See accompanying notes to the consolidated financial statements.

6

MIDDLEFIELD BANC CORP.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

(Dollar amounts in thousands, except shares and dividend per share amount)

								Accumulated
								Other						Total
	Common Stock				Retained			Comprehensive			Treasury			Stockholders'
	Shares		Amount		Earnings			Income (Loss)			Stock			Equity
Balance, December 31, 2018		7,260,994	$	85,925	$	56,037		$	(154	)	$	(13,518	)	$	128,290
Net income						12,711									12,711
Other comprehensive income									1,996						1,996
Dividend reinvestment and purchase plan		17,866		372											372
Stock options exercised		400		4											4
Stock-based compensation, net		15,532		316											316
Treasury shares acquired (98,832 shares)												(2,229	)		(2,229	)
Cash dividends ($0.57 per share)						(3,685	)								(3,685	)
Balance, December 31, 2019		7,294,792	$	86,617	$	65,063		$	1,842		$	(15,747	)	$	137,775
Net income						8,349									8,349
Other comprehensive income									2,442						2,442
Stock options exercised		1,350		12											12
Stock-based compensation, net		12,543		257											257
Treasury shares acquired (58,200 shares)												(1,191	)		(1,191	)
Cash dividends ($0.60 per share)						(3,834	)								(3,834	)
Balance, December 31, 2020		7,308,685	$	86,886	$	69,578		$	4,284		$	(16,938	)	$	143,810

See accompanying notes to the consolidated financial statements.

7

MIDDLEFIELD BANC CORP.

CONSOLIDATED STATEMENT OF CASH FLOWS

(Dollar amounts in thousands)

	Year Ended December 31,
	2020			2019
OPERATING ACTIVITIES
Net income	$	8,349		$	12,711
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		9,840			890
Investment securities gains on sale, net		0			(194	)
Loss (gain) on equity securities		101			(94	)
Depreciation and amortization of premises and equipment, net		1,342			1,039
Software amortization expense		351			638
Financing lease amortization expense		286			360
Gain on sale of premises and equipment		(27	)		0
Amortization of premium and discount on investment securities, net		365			259
Accretion of deferred loan fees, net		(2,790	)		(753	)
Amortization of core deposit intangibles		332			341
Stock-based compensation (income) expense, net		144			644
Origination of loans held for sale		(42,487	)		(19,845	)
Proceeds from sale of loans		44,316			19,655
Gain on sale of loans		(1,487	)		(433	)
Earnings on bank-owned life insurance		(427	)		(431	)
Deferred income tax		(1,348	)		327
Gain on other real estate owned		(253	)		(123	)
(Increase) decrease in accrued interest receivable		(1,739	)		162
(Decrease) increase in accrued interest payable		(337	)		173
Other, net		551			(1,867	)
Net cash provided by operating activities		15,082			13,459
INVESTING ACTIVITIES
Investment securities available for sale:
Proceeds from repayments and maturities		18,170			17,687
Proceeds from sale of securities		0			12,324
Purchases		(24,071	)		(34,961	)
(Increase) decrease in loans, net		(127,874	)		6,932
Proceeds from the sale of other real estate owned		709			360
Net purchase of premises and equipment		(1,077	)		(1,897	)
Proceeds from the disposal of premises and equipment		27			0
Purchase of restricted stock		(1,600	)		(169	)
Redemption of restricted stock		391			0
Net cash (used in) provided by investing activities		(135,325	)		276
FINANCING ACTIVITIES
Net increase in deposits		204,357			4,776
Decrease in short-term borrowings, net		(5,075	)		(85,323	)
Proceeds from other borrowings		3,952			0
Repayment of other borrowings		(674	)		(426	)
Restricted stock cash portion		0			(44	)
Stock options exercised		12			4
Proceeds from dividend reinvestment and purchase plan		0			372
Repurchase of treasury shares		(1,191	)		(2,229	)
Cash dividends		(3,834	)		(3,685	)
Net cash provided by (used in) financing activities		197,547			(86,555	)
Increase (decrease) in cash and cash equivalents		77,304			(72,820	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		35,113			107,933
CASH AND CASH EQUIVALENTS AT END OF YEAR	$	112,417		$	35,113

See accompanying notes to the consolidated financial statements.

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	Year Ended December 31,
	2020			2019
SUPPLEMENTAL INFORMATION
Cash paid during the year for:
Interest on deposits and borrowings	$	9,587		$	12,967
Income taxes		2,177			2,705
Noncash operating transactions:
Operating lease assets added to other, net	$	0		$	(1,071	)
Operating lease liabilities added to other, net		0			1,071
Noncash investing transactions:
Transfers from loans to other real estate owned	$	7,688		$	122
Finance lease assets added to premises and equipment		(1,010	)		(4,373	)
Noncash financing transactions:
Finance lease liabilities added to borrowed funds	$	1,010		$	4,373

See accompanying notes to the consolidated financial statements.

9

MIDDLEFIELD BANC CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting and reporting policies applied in the presentation of the accompanying financial statements follows:

Nature of Operations and Basis of Presentation

Middlefield Banc Corp. (the “Company”) is an Ohio corporation organized to become the holding company of The Middlefield Banking Company (“MBC”). MBC is a state-chartered bank located in Ohio, whose consolidated financial statements also include the accounts of MBC’s subsidiary, Middlefield Investments, Inc. (“MI”), established March 13, 2019. Significant intercompany items have been eliminated in preparing MBC’s consolidated financial statements. On October 23, 2009, the Company established an asset resolution subsidiary named EMORECO, Inc. The Company and its subsidiaries derive substantially all of their income from banking and bank-related services, which includes interest earnings on residential real estate, commercial mortgage, commercial and consumer financings as well as interest earnings on investment securities and deposit services to its customers through 16 full-service locations. The Company is supervised by the Board of Governors of the Federal Reserve System, while MBC is subject to regulation and supervision by the Federal Deposit Insurance Corporation and the Ohio Division of Financial Institutions.

The consolidated financial statements of the Company include its wholly owned subsidiaries, MBC and EMORECO, Inc. Significant intercompany items have been eliminated in preparing the consolidated financial statements.

The financial statements have been prepared in conformity with U.S. Generally Accepted Accounting Principles. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the balance sheet date and revenues and expenses for the period. Actual results could differ from those estimates.

Investment and Equity Securities

Investment securities are classified at the time of purchase, based on management’s intention and ability, as securities held to maturity or securities available for sale. Debt securities acquired with the intent and ability to hold to maturity are stated at cost adjusted for amortization of premium and accretion of discount, which are computed using a level yield method and recognized as adjustments of interest income. Certain other debt securities have been classified as available for sale to serve principally as a source of liquidity. Unrealized holding gains and losses for available-for-sale securities are reported as a separate component of stockholders’ equity, net of tax, until realized. Realized security gains and losses are computed using the specific identification method. Interest and dividends on investment securities are recognized as income when earned. For 2020 and 2019, this category includes common stocks of public companies that the Company has the positive intent and ability to hold for an indeterminate amount of time. Such securities are reported at fair value with unrealized holding gains and losses included in earnings.

Securities are evaluated on at least a quarterly basis and more frequently when economic or market conditions warrant such an evaluation to determine whether a decline in their value is other than temporary. For debt securities, management considers whether the present value of cash flows expected to be collected is less than the security’s amortized cost basis (the difference defined as the credit loss), the magnitude and duration of the decline, the reasons underlying the decline and the Bank’s intent to sell the security or whether it is more likely than not that the Bank would be required to sell the security before its anticipated recovery in market value, to determine whether the loss in value is other than temporary. Once a decline in value is determined to be other than temporary, if the Bank does not intend to sell the security, and it is more likely than not that it will not be required to sell the security, before recovery of the security’s amortized cost basis, the charge to earnings is limited to the amount of credit loss. Any remaining difference between fair value and amortized cost (the difference defined as the non-credit portion) is recognized in other comprehensive income, net of applicable taxes. Otherwise, the entire difference between fair value and amortized cost is charged to earnings. For equity securities where the fair value has been significantly below cost for one year, the Bank’s policy is to recognize an impairment loss unless sufficient evidence is available that the decline is not other than temporary and a recovery period can be predicted.

Restricted Stock

Common stock of the Federal Home Loan Bank (“FHLB”) represents ownership in an institution that is wholly owned by other financial institutions. This equity security is accounted for at cost and classified with other assets. The FHLB of Cincinnati has reported profits for 2020 and 2019, remains in compliance with regulatory capital and liquidity requirements, and continues to pay dividends on the stock and make redemptions at the par value. With consideration given to these factors, management concluded that the stock was not impaired at December 31, 2020 or 2019.

10

Mortgage Banking Activities 

The Bank sells mortgage loans on a servicing retained basis. Servicing rights are initially recorded at fair value with the income statement effect recorded in gains on sales of loans. The Bank measures servicing assets using the amortization method. Loan servicing rights are amortized in proportion to and over the period of estimated net future servicing revenue. The expected period of the estimated net servicing income is based in part on the expected prepayment of the underlying mortgages. The unamortized balance of mortgage servicing rights is included in accrued interest and other assets on the Consolidated Balance Sheet.

Servicing fee income is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of outstanding principal and are recorded as income when earned. The amortization of mortgage servicing rights is netted against loan servicing fee income. Late fees and ancillary fees related to loan servicing are not material. The Bank is servicing loans for others in the amount of $92.3 million and $70.8 million at December 31, 2020 and 2019, respectively.

Loans 

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff generally are reported at their outstanding unpaid principal balances net of the allowance for loan and lease losses. Interest income is recognized, when earned, on the accrual method. The accrual of interest is discontinued on a loan when management believes, after considering economic and business conditions, the borrower’s financial condition is such that collection of interest is doubtful. Interest received on nonaccrual loans is recorded as income or applied against principal according to management’s judgment as to the collectability of such principal.

Loan origination fees and certain direct loan origination costs are deferred and the net amount amortized as an adjustment of the related loan’s yield. These amounts are amortized over the contractual life of the related loans.

Allowance for Loan and Lease Losses

The allowance for loan and lease losses represents the amount which management estimates is adequate to provide for probable loan losses inherent in the loan portfolio. The allowance method is used in providing for loan losses. Accordingly, all loan losses are charged to the allowance, and all recoveries are credited to it. The allowance for loan and lease losses is established through a provision for loan losses which is charged to operations. The provision is based on management’s periodic evaluation of the adequacy of the allowance for loan and lease losses, which encompasses the overall risk characteristics of the various portfolio segments, past experience with losses, the impact of economic conditions on borrowers, and other relevant factors. The estimates used in determining the adequacy of the allowance for loan and lease losses, including the amounts and timing of future cash flows expected on impaired loans, are particularly susceptible to significant change in the near term.

A loan is considered impaired when it is probable the borrower will not repay the loan according to the original contractual terms of the loan agreement. Loans that experience insignificant payment delays, which are defined as 89 days or less, generally are not classified as impaired. A loan is not impaired during a period of delay in payment if the Company expects to collect all amounts due, including interest accrued, at the contractual interest rate for the period of delay. All loans identified as impaired are evaluated independently by management. The Company estimates credit losses on impaired loans based on the present value of expected cash flows or the fair value of the underlying collateral if the loan repayment is expected to come from the sale or operation of such collateral. Impaired loans, or portions thereof, are charged off when it is determined a realized loss has occurred. Until such time, an allowance for loan and lease losses is maintained for estimated losses. Cash receipts on impaired loans are applied first to accrued interest receivable unless otherwise required by the loan terms, except when an impaired loan is also a nonaccrual loan, in which case the portion of the payment related to interest is used to reduce principal.

Mortgage loans secured by one-to-four family properties and all consumer loans are large groups of smaller-balance homogeneous loans and are measured for impairment collectively. Management determines the significance of payment delays on a case-by-case basis, taking into consideration all circumstances concerning the loan, the creditworthiness and payment history of the borrower, the length of the payment delay, and the amount of shortfall in relation to the principal and interest owed.

Loans Acquired

Loans acquired, including loans that have evidence of deterioration of credit quality since origination and for which it is probable, at acquisition, that the Company will be unable to collect all contractually required payments receivable, are initially recorded at fair value (as determined by the present value of expected future cash flows) with no valuation allowance. Loans are evaluated individually to determine if there is evidence of deterioration of credit quality since origination. The difference between the undiscounted cash flows expected at acquisition and the investment in the loan, or the “accretable yield,” is recognized as interest income on a level-yield method over the life of the loan. Contractually required payments for interest and principal that exceed the undiscounted cash flows expected at acquisition, or the “non-accretable difference,” are not recognized as a yield adjustment or as a loss accrual or a valuation allowance. Increases in expected cash flows subsequent to the initial investment are recognized prospectively through adjustment of the yield on the loan over its remaining estimated life. Decreases in expected cash flows are recognized immediately as impairment. Any valuation allowances on these impaired loans reflect only losses incurred after acquisition.

11

For purchased loans acquired that are not deemed impaired at acquisition, credit discounts representing the principal losses expected over the life of the loan are a component of the initial fair value. Loans are aggregated and accounted for as a pool of loans if the loans being aggregated have common risk characteristics. Subsequent to the purchase date, the methods utilized to estimate the required allowance for credit losses for these loans is similar to originated loans; however, the Company records a provision for loan losses only when the required allowance exceeds any remaining credit discounts. The remaining differences between the purchase price and the unpaid principal balance at the date of acquisition are recorded in interest income over the life of the loans.

Premises and Equipment

Land is carried at cost. Premises and equipment are stated at cost net of accumulated depreciation. Depreciation is computed on the straight-line method over the estimated useful lives of the assets, which range from 3 to 20 years for furniture, fixtures, and equipment and 3 to 40 years for buildings and leasehold improvements. Expenditures for maintenance and repairs are charged against income as incurred. Costs of major additions and improvements are capitalized.

Leases

The Company has operating and financing leases for several branch locations and office space. Generally, the underlying lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company may also lease certain office equipment under operating leases. Many of our leases include both lease (e.g., minimum rent payments) and non-lease components (e.g., common-area or other maintenance costs). The Company accounts for each component separately based on the standalone price of each component. In addition, there may be operating and financing leases with lease terms of less than one year and therefore we have elected the practical expedient to exclude these short-term leases from our right-of-use assets and lease liabilities.

Most leases include one or more options to renew. The exercise of lease renewal options is typically at the sole discretion of management and is based on whether the extension options are reasonably certain to be exercised after giving proper consideration to all facts and circumstances of the lease. If management determines that the Company is reasonably certain to exercise the extension option(s), the additional term is included in the calculation of the right-of-use asset and lease liability.

As most of our leases do not provide an implicit rate, we use the fully collateralized FHLB borrowing rate, commensurate with the lease terms based on the information available at the lease commencement date in determining the present value of the lease payments.

Goodwill

The Company accounts for goodwill using a two-step process for testing the impairment of goodwill on at least an annual basis. This approach could cause more volatility in the Company’s reported net income because impairment losses, if any, could occur irregularly and in varying amounts. NaN impairment of goodwill was recognized in any of the periods presented.

Intangible Assets

Intangible assets include core deposit intangibles, which are a measure of the value of consumer demand and savings deposits acquired in business combinations accounted for as purchases. The core deposit intangibles are being amortized to their estimated residual values over their expected useful lives, commonly of ten years. The recoverability of the carrying value of intangible assets is evaluated on an ongoing basis, and permanent declines in value, if any, are charged to expense.

Bank-Owned Life Insurance (“BOLI”)

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 Sheet and any increases in the cash surrender value are recorded as noninterest income on the Consolidated Statement of Income. 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 tax-free noninterest income.

Other Real Estate Owned ("OREO")

Real estate properties acquired through foreclosure are initially recorded at fair value at the date of foreclosure, establishing a new cost basis. After foreclosure, management periodically performs valuations and the real estate is carried at the lower of cost or fair value less estimated cost to sell. Revenue and expenses from operations of the properties, gains or losses on sales and additions to the valuation allowance are included in operating results.

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Income Taxes

The Company and its subsidiaries file a consolidated federal income tax return. Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.

Earnings Per Share

The Company provides dual presentation of basic and diluted earnings per share. Basic earnings per share is calculated utilizing net income as reported in the numerator and average shares outstanding in the denominator. The computation of diluted earnings per share differs in that the dilutive effects of any stock options, warrants, and convertible securities are adjusted in the denominator. Earnings and dividends per share are restated for all stock splits and stock dividends through the date of issuance of the financial statements.

Stock-Based Compensation

The Company accounts for stock compensation based on the grant date fair value of all share-based payment awards that are expected to vest, including employee share options to be recognized as employee compensation expense over the requisite service period.

Compensation cost is recognized for restricted stock issued to employees based on the fair value of these awards at the date of grant. The market price of the Company’s common shares at the date of grant is used to estimate the fair value of restricted stock and stock awards. Compensation cost is recognized over the required service period, generally defined as the vesting period, and is recorded in "Salaries and employee benefits" expense. (See Note 14-Employee Benefits) The Company’s restricted stock plan allows for a portion of the value to be received in cash by the participant upon vesting, and therefore, the Company records the expense as a liability until the shares vest and the split of the payment between shares and cash can be determined. The Company also measures the fair value of the liability each reporting period and adjusts accordingly.

Cash Flow Information

The Company has defined cash and cash equivalents as those amounts included in the Consolidated Balance Sheet captions as “Cash and due from banks” and “Federal funds sold” with original maturities of less than 90 days.

Advertising Costs

Advertising costs are expensed as incurred.

Reclassification of Comparative Amounts

Certain comparative amounts for prior years have been reclassified to conform to current-year presentations. Such reclassifications did not affect net income or retained earnings.

Recently Issued Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. This Update is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be affected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. With certain exceptions, transition to the new requirements will be through a cumulative-effect adjustment to opening retained earnings as of the beginning of the first reporting period in which the guidance is adopted. This Update is effective for SEC filers that are eligible to be smaller reporting companies, non-SEC filers, and all other companies, to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

CECL Adoption The Company continues to monitor the opportunity to early adopt ASC Topic 326, which replaces the current incurred loss approach for measuring credit losses with an expected loss model (“CECL”). CECL applies to financial assets subject to credit losses and measured at amortized cost and certain off-balance-sheet credit exposures, which include, but are not limited to, loans, leases, held-to-maturity securities, loan commitments and financial guarantees. The adoption of this guidance is expected to result in an increase in the allowance for credit losses, an increase in the allowance for unfunded commitments, and a reduction of retained earnings. Incurred loss will be used until the tax benefits associated with increased reserves are maximized. Management may consider early adoption of CECL, which would have no initial impact on the income statement.

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In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment. To simplify the subsequent measurement of goodwill, the FASB eliminated Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this Update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The Update is effective for smaller reporting companies and all other entities for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. This Update is not expected to have a significant impact on the Company’s financial statements.

In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, to clarify its new credit impairment guidance in ASC 326, based on implementation issues raised by stakeholders. This Update clarified, among other things, that expected recoveries are to be included in the allowance for credit losses for these financial assets; an accounting policy election can be made to adjust the effective interest rate for existing troubled debt restructurings based on the prepayment assumptions instead of the prepayment assumptions applicable immediately prior to the restructuring event; and extends the practical expedient to exclude accrued interest receivable from all additional relevant disclosures involving amortized cost basis. For entities that have not yet adopted ASU 2016-13 as of November 26, 2019, the effective dates for ASU 2019-11 are the same as the effective dates and transition requirements in ASU 2016-13. For entities that have adopted ASU 2016-13, ASU 2019-11 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company qualifies as a smaller reporting company and does not expect to early adopt these ASUs.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), to simplify the accounting for income taxes, change the accounting for certain tax transactions, and make minor improvements to the codification. This Update provides a policy election to not allocate consolidated income taxes when a member of a consolidated tax return is not subject to income tax and provides guidance to evaluate whether a step-up in tax basis of goodwill relates to a business combination in which book goodwill was recognized or was a separate transaction. The Update also changes current guidance for making an intraperiod allocation if there is a loss in continuing operations and gains outside of continuing operations, determining when a deferred tax liability is recognized after an investor in a foreign entity transitions to or from the equity method of accounting, accounting for tax law changes and year-to-date losses in interim periods, and determining how to apply the income tax guidance to franchise taxes that are partially based on income. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In March 2020, the FASB issued ASU 2020-03, Codification Improvements to Financial Instruments. This ASU was issued to improve and clarify various financial instrument topics, including the current expected credit losses (CECL) standard issued in 2016. The ASU includes seven issues that describe the areas of improvement and the related amendments to GAAP; they are intended to make the standards easier to understand and apply and to eliminate inconsistencies, and they are narrow in scope and are not expected to significantly change practice for most entities. Among its provisions, the ASU clarifies that all entities, other than public business entities that elected the fair value option, are required to provide certain fair value disclosures under ASC 825, Financial Instruments, in both interim and annual financial statements. It also clarifies that the contractual term of a net investment in a lease under Topic 842 should be the contractual term used to measure expected credit losses under Topic 326. Amendments related to ASU 2019-04 are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is not permitted before an entity’s adoption of ASU 2016-01. Amendments related to ASU 2016-13 for entities that have not yet adopted that guidance are effective upon adoption of the amendments in ASU 2016-13. Early adoption is not permitted before an entity’s adoption of ASU 2016-13. Amendments related to ASU 2016-13 for entities that have adopted that guidance are effective for fiscal years beginning after December 15, 2019, including interim periods within those years. Other amendments are effective upon issuance of this ASU. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In January 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, March 2020, to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate. Entities can elect not to apply certain modification accounting requirements to contracts affected by what the guidance calls “reference rate reform” if certain criteria are met. An entity that makes this election would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. Also, entities can elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform if certain criteria are met, and can make a one-time election to sell and/or reclassify held-to-maturity debt securities that reference an interest rate affected by reference rate reform. The amendments in this ASU are effective for all entities upon issuance through December 31, 2022. It is too early to predict whether a new rate index replacement and the adoption of the ASU will have a material impact on the Company’s financial statements.

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In October 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20, Receivables – Nonrefundable Fees and Other Costs, which clarifies that, for each reporting period, an entity should reevaluate whether a callable debt security is within the scope of ASC 310-20-35-33. For public business entities, ASU 2020-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early application is not permitted. For all other entities, ASU 2020-08 is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. This Update is not expected to have a significant impact on the Company’s financial statements.

In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848), which provides optional temporary guidance for entities transitioning away from the London Interbank Offered Rate (LIBOR) and other interbank offered rates (IBORs) to new references rates so that derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions within Topic 848. ASU 2021-01 clarifies that the derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions in Topic 848. ASU 2021-01 is effective immediately for all entities. Entities may elect to apply the amendments on a full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or on a prospective basis to new modifications from any date within an interim period that includes or is subsequent to the date of the issuance of a final update, up to the date that financial statements are available to be issued. The amendments in this update do not apply to contract modifications made, as well as new hedging relationships entered into, after December 31, 2022, and to existing hedging relationships evaluated for effectiveness for periods after December 31, 2022, except for certain hedging relationships existing as of December 31, 2022, that apply certain optional expedients in which the accounting effects are recorded through the end of the hedging relationship. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

2. REVENUE RECOGNITION

In accordance with ASC Topic 606, management determined that the primary sources of revenue, which emanate from interest income on loans and investments, along with noninterest revenue resulting from investment security gains, gains on the sale of loans, and BOLI income, are not within the scope of ASC 606. These revenue sources cumulatively comprise 92.4% of the total revenue of the Company.

The main types of noninterest income within the scope of the standard are as follows:

Service charges on deposit accounts – The Company has contracts with its deposit customers where fees are charged if the account balance falls below predetermined levels defined as compensating balances. The agreements can be cancelled at any time by either the Company or the deposit customer. Revenue from these transactions is recognized on a monthly basis as the Company has an unconditional right to the fee consideration. The Company also has transaction fees related to specific customer requests or activities that include overdraft fees, online banking fees, and other transaction fees. All of these fees are attributable to specific performance obligations of the Company where the revenue is recognized at a defined point in time, which is completion of the requested service/transaction.

Gains (losses) on sale of other real estate owned (“OREO”) - Gains and losses are recognized at the completion of the property sale when the buyer obtains control of the real estate and all of the performance obligations of the Company have been satisfied. Evidence of the buyer obtaining control of the asset includes transfer of the property title, physical possession of the asset, and the buyer obtaining control of the risks and rewards related to the asset. In situations where the Company agrees to provide financing to facilitate the sale, additional analysis is performed to ensure that the contract for sale identifies the buyer and seller, the asset to be transferred and the payment terms, that the contract has a true commercial substance and that amounts due from the buyer are reasonable. In situations where financing terms are not reflective of current market terms, the transaction price is discounted impacting the gain/loss and the carrying value of the asset. Gains and losses on sale of OREO are reported in the Consolidated Statement of Income.

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The following table depicts the disaggregation of revenue derived from contracts with customers to depict the nature, amount, timing, and uncertainty of revenue and cash flows for the years ended December 31,

Noninterest Income	2020			2019
(Dollar amounts in thousands)
Service charges on deposit accounts:
Overdraft fees	$	665		$	841
ATM banking fees		1,061			932
Service charges and other fees		813			413
Investment securities gains on sale, net (a)		0			194
(Loss) gain on equity securities (a)		(101	)		94
Earnings on bank-owned life insurance (a)		427			431
Gain on sale of loans (a)		1,487			433
Revenue from investment services (b)		526			528
Other income		1,112			975
Total noninterest income	$	5,990		$	4,841
Net gain on other real estate owned	$	(253	)	$	(123	)

(a) Not within scope of ASC 606

(b) From services offered by the Company through it's servicing partnership with LPL Financial

3. EARNINGS PER SHARE

The Company provides dual presentation of basic and diluted earnings per share.  Basic earnings per share is calculated by dividing net income by the average shares outstanding.  Diluted earnings per share adds the dilutive effects of stock options and restricted stock to average shares outstanding. 

The following table sets forth the composition of the weighted-average common shares (denominator) used in the basic and diluted earnings per share computation for the year ended December 31:

	2020			2019
Weighted-average common shares issued		7,302,845			7,286,554
Average treasury stock shares		(917,495	)		(816,146	)
Weighted-average common shares and common stock equivalents used to calculate basic earnings per share		6,385,350			6,470,408
Additional common stock equivalents (stock options and restricted stock) used to calculate diluted earnings per share		19,174			32,398
Weighted-average common shares and common stock equivalents used to calculate diluted earnings per share		6,404,524			6,502,806

Options to purchase 12,150 shares of common stock at $8.78 per share were outstanding during the year ended December 31, 2020. All options were dilutive. Also outstanding were 67,634 shares of restricted stock, 67,295 shares of which were anti-dilutive.

Options to purchase 14,500 shares of common stock at $8.78 per share were outstanding during the year ended December 31, 2019. Also outstanding were 56,066 shares of restricted stock. None of the outstanding options or restricted stock were anti-dilutive.

When shares recognized as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares and are presented in the treasury share reserve. The reserve for the Company’s treasury shares comprises the cost of the Company’s shares held by the Company. As of December 31, 2020, the Company held 929,362 of the Company’s shares, which is an increase of 58,200 shares for the twelve months ended December 31, 2020, from the 871,162 shares held as of December 31, 2019.

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4. INVESTMENT AND EQUITY SECURITIES

The amortized cost, gross gains and losses and fair values of securities available for sale are as follows:

	December 31, 2020
			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
(Dollar amounts in thousands)	Cost		Gains		Losses			Value
Subordinated debt	$	21,050	$	254	$	(7	)	$	21,297
Obligations of states and political subdivisions:
Taxable		500		2		0			502
Tax-exempt		73,157		4,643		0			77,800
Mortgage-backed securities in government-sponsored entities		14,230		536		(5	)		14,761
Total	$	108,937	$	5,435	$	(12	)	$	114,360

	December 31, 2019
			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
(Dollar amounts in thousands)	Cost		Gains		Losses			Value
Subordinated debt	$	4,000	$	126	$	0		$	4,126
Obligations of states and political subdivisions:
Taxable		500		1		0			501
Tax-exempt		80,436		2,065		(25	)		82,476
Mortgage-backed securities in government-sponsored entities		18,465		274		(109	)		18,630
Total	$	103,401	$	2,466	$	(134	)	$	105,733

Equity securities totaled $609,000 and $710,000 at December 31, 2020 and 2019, respectively, which incorporates a recognized net (loss) gain on equity investments of ($101,000) and $94,000 for the years ended December 31, 2020 and 2019, respectively. NaN net gains on sold equity securities were realized from sales during these periods.

The amortized cost and fair value of debt securities at December 31, 2020, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Amortized		Fair
(Dollar amounts in thousands)	Cost		Value
Due in one year or less	$	1,556	$	1,577
Due after one year through five years		1,701		1,738
Due after five years through ten years		28,767		29,236
Due after ten years		76,913		81,809
Total	$	108,937	$	114,360

Investment securities with an approximate carrying value of $71.1 million and $55.6 million at December 31, 2020 and 2019, respectively, were pledged to secure deposits and other purposes as required by law.

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There were no securities sold during the year ended December 31, 2020. Proceeds from the sales of investment securities and the gross realized gains and losses for the year ended December 31, 2019, are as follows (in thousands):

	2020		2019
Proceeds from sales	$	0	$	12,324
Gross realized gains		0		227
Gross realized losses		0		(33	)

The tax expense related to the net realized gains above was $0 and $41,000 for the years ended December 31, 2020 and 2019, respectively.

The following tables show the Company’s gross unrealized losses and fair value, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position.

	December 31, 2020
	Less than Twelve Months					Twelve Months or Greater				Total
			Gross					Gross				Gross
	Fair		Unrealized			Fair		Unrealized		Fair		Unrealized
(Dollar amounts in thousands)	Value		Losses			Value		Losses		Value		Losses
Subordinated debt	$	4,243	$	(7	)	$	0	$	0	$	4,243	$	(7	)
Mortgage-backed securities in government-sponsored entities		2,748		(5	)		0		0		2,748		(5	)
Total	$	6,991	$	(12	)	$	0	$	0	$	6,991	$	(12	)

	December 31, 2019
	Less than Twelve Months					Twelve Months or Greater					Total
			Gross					Gross					Gross
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
(Dollar amounts in thousands)	Value		Losses			Value		Losses			Value		Losses
Obligations of states and political subdivisions
Tax-exempt	$	4,324	$	(25	)	$	0	$	0		$	4,324	$	(25	)
Mortgage-backed securities in government-sponsored entities		1,409		(2	)		8,223		(107	)		9,632		(109	)
Total	$	5,733	$	(27	)	$	8,223	$	(107	)	$	13,956	$	(134	)

There were 10 securities that were considered temporarily impaired at December 31, 2020.

On a quarterly basis, the Company performs an assessment to determine whether there have been any events or economic circumstances indicating that a security with an unrealized loss has suffered other-than-temporary impairment (“OTTI”). A debt security is considered impaired if the fair value is less than its amortized cost basis at the reporting date. The accounting literature requires the Company to assess whether the unrealized loss is other than temporary. For equity securities where the fair value has been significantly below cost for one year, the Company’s policy is to recognize an impairment loss unless sufficient evidence is available that the decline is not other than temporary and a recovery period can be predicted.

The Company has asserted that at December 31, 2020 and 2019, the declines outlined in the above table represent temporary declines and the Company does not intend to sell and does not believe it will be required to sell these securities before recovery of their cost basis, which may be at maturity. The Company has concluded that any impairment of its investment securities portfolio outlined in the above table is not other than temporary and is the result of interest rate changes, sector credit rating changes, or company-specific rating changes that are not expected to result in the non-collection of principal and interest during the period.

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Debt securities issued by U.S. government agencies, U.S. government-sponsored enterprises, and state and political subdivisions accounted for 81.4% of the total available-for-sale portfolio as of December 31, 2020, and 0 credit losses are expected, given the explicit and implicit guarantees provided by the U.S. federal government and the lack of significant unrealized loss positions within the obligations of state and political subdivisions security portfolio. The Company evaluates credit losses on a quarterly basis. The Company considered the following factors in determining whether a credit loss exists and the period over which the debt security is expected to recover:

● The length of time and the extent to which the fair value has been less than the amortized cost basis.

● Changes in the near-term prospects of the underlying collateral of a security such as changes in default rates, loss severity given default and significant changes in prepayment assumptions.

● The level of cash flows generated from the underlying collateral supporting the principal and interest payments of the debt securities.

● Any adverse change to the credit conditions and liquidity of the issuer, taking into consideration the latest information available about the overall financial condition of the issuer, credit ratings, recent legislation, and government actions affecting the issuer’s industry and actions taken by the issuer to deal with the present economic climate.

5. LOANS AND RELATED ALLOWANCE FOR LOAN AND LEASE LOSSES

The Company’s primary business activity is with loan customers located within its local Northeastern Ohio trade area, eastern Geauga County, and contiguous counties to the north, east, and south. The Company also serves the central Ohio market with offices in Dublin, Sunbury, Powell, Plain City and Westerville, Ohio. The Northeastern Ohio trade area includes locations in Beachwood, Twinsburg, and Solon, Ohio. Commercial, residential, and consumer loans are granted. Although the Company has a diversified loan portfolio at December 31, 2020 and 2019, loans outstanding to individuals and businesses are dependent upon the local economic conditions in the Company’s immediate trade area.

The following tables summarize the primary segments of the loan portfolio and the allowance for loan and lease losses (in thousands):

December 31, 2020
Ending Loan Balance by Impairment Evaluation
	Individually		Collectively		Total Loans
Loans:
Commercial real estate:
Owner occupied	$	1,565	$	101,556	$	103,121
Non-owner occupied		4,123		305,301		309,424
Multifamily		0		39,562		39,562
Residential real estate		1,319		232,676		233,995
Commercial and industrial		834		231,210		232,044
Home equity lines of credit		246		112,297		112,543
Construction and other		0		63,573		63,573
Consumer installment		0		9,823		9,823
Total	$	8,087	$	1,095,998	$	1,104,085

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December 31, 2019
Ending Loan Balance by Impairment Evaluation
	Individually		Collectively		Total Loans
Loans:
Commercial real estate:
Owner occupied	$	3,474	$	98,912	$	102,386
Non-owner occupied		7,084		295,096		302,180
Multifamily		0		62,028		62,028
Residential real estate		1,278		233,520		234,798
Commercial and industrial		882		88,645		89,527
Home equity lines of credit		351		111,897		112,248
Construction and other		0		66,680		66,680
Consumer installment		1		14,410		14,411
Total	$	13,070	$	971,188	$	984,258

The commercial and industrial loan portfolio as of December 31, 2020 includes $116.1 million in loans issued through the Paycheck Protection Program (“PPP”) (see Note 20). Although the SBA guarantees PPP loans if certain criteria are met, minimal risk still exists in the portfolio. Therefore, a 0.4% qualitative adjustment, equaling $464,000 is reserved for loss.

The amounts above include net deferred loan origination fees of $4.4 million and $1.3 million at December 31, 2020 and December 31, 2019, respectively. The net deferred loan origination fees at December 31, 2020 include $2.7 million of unearned deferred fees from PPP loans.

December 31, 2020
Ending Allowance Balance by Impairment Evaluation
	Individually Evaluated for Impairment		Collectively Evaluated for Impairment		Total Allocation
Loans:
Commercial real estate:
Owner occupied	$	10	$	1,332	$	1,342
Non-owner occupied		371		6,446		6,817
Multifamily		0		461		461
Residential real estate		20		1,663		1,683
Commercial and industrial		48		1,305		1,353
Home equity lines of credit		41		1,364		1,405
Construction and other		0		378		378
Consumer installment		0		20		20
Total	$	490	$	12,969	$	13,459

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December 31, 2019
Ending Allowance Balance by Impairment Evaluation
	Individually Evaluated for Impairment		Collectively Evaluated for Impairment		Total Allocation
Loans:
Commercial real estate:
Owner occupied	$	45	$	756	$	801
Non-owner occupied		582		2,800		3,382
Multifamily		0		340		340
Residential real estate		28		698		726
Commercial and industrial		3		453		456
Home equity lines of credit		2		930		932
Construction and other		0		103		103
Consumer installment		0		28		28
Total	$	660	$	6,108	$	6,768

The Company’s loan portfolio is segmented to a level that allows management to monitor risk and performance. The portfolio is segmented into Commercial Real Estate (“CRE”) which is further segmented into Owner Occupied (“CRE OO”), Non-owner Occupied (“CRE NOO”), and Multifamily, Residential Real Estate (“RRE”), Commercial and Industrial (“C&I”), Home Equity Lines of Credit (“HELOC”), Construction and Other (“Construction”), and Consumer Installment Loans. Although PPP loans are included with C&I loans, the nature of PPP loans differs considerably from the rest of the category. Loans funded through the PPP program are fully guaranteed by the U.S. government. This guarantee exists at the inception of the loans and throughout the lives of the loans and was not entered into separately and apart from the loans. The consumer loan segment consists primarily of installment loans and overdraft lines of credit connected with customer deposit accounts. The increases in the allowance for loan loss for the CRE, RRE, C&I, HELOC, and Construction portfolios were partially offset by a decrease in the allowance for the Consumer Installment portfolios.

Management evaluates individual loans in all of the commercial segments for possible impairment based on guidance established by the Board of Directors. Loans are considered to be impaired when, based on current information and events, it is probable that the Company 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 evaluating impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. 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. The Company does not separately evaluate individual consumer and residential mortgage loans for impairment, unless such loans are part of a larger relationship that is impaired, or the loan was modified in a troubled debt restructuring.

Once the determination has been made that a loan is impaired, the determination of whether a specific allocation of the allowance is necessary is measured by comparing the recorded investment in the loan to the fair value of the loan using one of three methods: (a) the present value of expected future cash flows discounted at the loan’s effective interest rate; (b) the loan’s observable market price; or (c) the fair value of the collateral less selling costs. The method is selected on a loan-by-loan basis. The evaluation of the need and amount of a specific allocation of the allowance and whether a loan can be removed from impairment status is made on a quarterly basis. The Company’s policy for recognizing interest income on impaired loans does not differ from its overall policy for interest recognition.

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The following tables present impaired loans by class, segregated by those for which a specific allowance was required and those for which a specific allowance was not necessary (in thousands):

December 31, 2020
Impaired Loans
			Unpaid
	Recorded		Principal		Related
	Investment		Balance		Allowance
With no related allowance recorded:
Commercial real estate:
Owner occupied	$	1,118	$	1,142	$	-
Non-owner occupied		801		801		-
Residential real estate		941		1,013		-
Commercial and industrial		561		1,056		-
Home equity lines of credit		80		92		-
Total	$	3,501	$	4,104	$	-
With an allowance recorded:
Commercial real estate:
Owner occupied	$	447	$	447	$	10
Non-owner occupied		3,322		3,596		371
Residential real estate		378		378		20
Commercial and industrial		273		276		48
Home equity lines of credit		166		166		41
Total	$	4,586	$	4,863	$	490
Total:
Commercial real estate:
Owner occupied	$	1,565	$	1,589	$	10
Non-owner occupied		4,123		4,397		371
Residential real estate		1,319		1,391		20
Commercial and industrial		834		1,332		48
Home equity lines of credit		246		258		41
Total	$	8,087	$	8,967	$	490

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December 31, 2019
Impaired Loans
			Unpaid
	Recorded		Principal		Related
	Investment		Balance		Allowance
With no related allowance recorded:
Commercial real estate:
Owner occupied	$	1,772	$	1,772	$	-
Non-owner occupied		3,845		3,845		-
Residential real estate		759		829		-
Commercial and industrial		747		1,524		-
Home equity lines of credit		220		228		-
Consumer installment		1		1		-
Total	$	7,344	$	8,199	$	-
With an allowance recorded:
Commercial real estate:
Owner occupied	$	1,702	$	1,713	$	45
Non-owner occupied		3,239		3,239		582
Residential real estate		519		569		28
Commercial and industrial		135		135		3
Home equity lines of credit		131		131		2
Total	$	5,726	$	5,787	$	660
Total:
Commercial real estate:
Owner occupied	$	3,474	$	3,485	$	45
Non-owner occupied		7,084		7,084		582
Residential real estate		1,278		1,398		28
Commercial and industrial		882		1,659		3
Home equity lines of credit		351		359		2
Consumer installment		1		1		0
Total	$	13,070	$	13,986	$	660

The tables above include troubled debt restructuring totaling $2.9 million and $3.6 million as of December 31, 2020 and 2019, respectively. The amounts allocated within the allowance for losses for troubled debt restructurings were $45,000 and $33,000 at December 31, 2020 and December 31, 2019, respectively.

The following table presents the average balance and interest income by class, recognized on impaired loans (in thousands):

	As of December 31, 2020				As of December 31, 2019
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Commercial real estate:
Owner occupied	$	2,851	$	72	$	3,808	$	176
Non-owner occupied		8,815		184		6,558		199
Residential real estate		1,247		52		1,626		49
Commercial and industrial		1,076		42		1,770		141
Home equity lines of credit		308		8		177		2
Construction and other		0		0		648		0
Consumer installment		0		0		2		0
Total	$	14,297	$	358	$	14,589	$	567

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Troubled Debt Restructuring (“TDR”) describes loans on which the bank has granted concessions for reasons related to the customer’s financial difficulties. Such concessions may include one or more of the following:

● reduction in the interest rate to below-market rates

● extension of repayment requirements beyond normal terms

● reduction of the principal amount owed

● reduction of accrued interest due

● acceptance of other assets in full or partial payment of a debt

In each case the concession is made due to deterioration in the borrower’s financial condition, and the new terms are less stringent than those required on a new loan with similar risk. See Note 20 of the financial statements for disclosure of COVID-19 loan forbearance programs.

Additionally, on April 7, 2020, federal banking regulators issued a revised interagency statement that included guidance on their approach for the accounting of loan modifications in light of the economic impact of the COVID-19 pandemic. The guidance interprets current accounting standards and indicates that a lender can conclude that a borrower is not experiencing financial difficulty if short-term modifications are made in response to COVID-19, such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant related to the loans in which the borrower is less than 30 days past due on its contractual payments at the time a modification program is implemented. The agencies confirmed in working with the staff of the FASB that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not TDRs.

The following tables summarize troubled debt restructurings that did not meet the exemption criteria above (in thousands) for the following years ended:

	December 31, 2020
	Number of Contracts						Pre-Modification		Post-Modification
Troubled Debt Restructurings	Term Modification		Other		Total		Outstanding Recorded Investment		Outstanding Recorded Investment
Commercial and industrial		2		0		2	$	25	$	24
Residential real estate		1		0		1		114		114
							$	139	$	138

	December 31, 2019
	Number of Contracts						Pre-Modification		Post-Modification
Troubled Debt Restructurings	Term Modification		Other		Total		Outstanding Recorded Investment		Outstanding Recorded Investment
Commercial and industrial		3		0		3	$	488	$	490
Residential real estate		0		2		2		123		178
Home equity lines of credit		4		0		4		171		176
							$	782	$	844

One loan with a book balance of $36,000 was restructured in 2019 and defaulted by December 31, 2019. There were 0 subsequent defaults of troubled debt restructurings for the years ended December 31, 2020 or 2019.

Management uses a nine-point internal risk-rating system to monitor the credit quality of the overall loan portfolio. The first five categories are considered not criticized and are aggregated as Pass rated. The criticized rating categories utilized by management generally follow bank regulatory definitions. The Special Mention category includes assets that are currently protected but are potentially weak, resulting in an undue and unwarranted credit risk, but not to the point of justifying a Substandard classification.  Loans in the Substandard category have well-defined weaknesses that jeopardize the liquidation of the debt and have a distinct possibility that some loss will be sustained if the weaknesses are not corrected.  All loans greater than 90 days past due are considered Substandard or Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. Any portion of a loan that has been charged off is placed in the Loss category.

To help ensure that risk ratings are accurate and reflect the present and future capacity of borrowers to repay a loan as agreed, the Company has a structured loan-rating process with several layers of internal and external oversight.  Generally, consumer and residential mortgage loans are included in the Pass categories unless a specific action, such as bankruptcy, repossession, or death, occurs to raise awareness of a possible credit event.  The Company’s Commercial Loan Officers are responsible for the timely and accurate risk rating of the loans in their portfolios at origination and on an ongoing basis. The Credit Department performs an annual review of all commercial relationships with loan balances of $500,000 or greater.  Confirmation of the appropriate risk grade is included in the review on an ongoing basis.  The Company engages an external consultant to conduct loan reviews on a semiannual basis. Generally, the external consultant reviews commercial relationships greater than $250,000 and/or criticized relationships greater than $125,000.  Detailed reviews, including plans for resolution, are performed on loans classified as Substandard on a quarterly basis.  Loans in the Special Mention and Substandard categories that are collectively evaluated for impairment are given separate consideration in the determination of the allowance.

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The following tables present the classes of the loan portfolio summarized by the aggregate Pass rating and the criticized categories of Special Mention, Substandard, and Doubtful within the internal risk rating system (in thousands):

			Special						Total
December 31, 2020	Pass		Mention		Substandard		Doubtful		Loans
Commercial real estate:
Owner occupied	$	93,939	$	7,084	$	2,098	$	0	$	103,121
Non-owner occupied		258,974		983		49,467		0		309,424
Multifamily		39,562		0		0		0		39,562
Residential real estate		230,944		265		2,786		0		233,995
Commercial and industrial		227,765		1,800		2,479		0		232,044
Home equity lines of credit		111,208		0		1,335		0		112,543
Construction and other		58,082		0		5,491		0		63,573
Consumer installment		9,816		0		7		0		9,823
Total	$	1,030,290	$	10,132	$	63,663	$	0	$	1,104,085

			Special						Total
December 31, 2019	Pass		Mention		Substandard		Doubtful		Loans
Commercial real estate:
Owner occupied	$	95,518	$	3,951	$	2,917	$	0	$	102,386
Non-owner occupied		292,191		3,038		6,951		0		302,180
Multifamily		62,028		0		0		0		62,028
Residential real estate		231,633		420		2,745		0		234,798
Commercial and industrial		84,136		3,619		1,772		0		89,527
Home equity lines of credit		111,354		0		894		0		112,248
Construction and other		66,680		0		0		0		66,680
Consumer installment		14,399		0		12		0		14,411
Total	$	957,939	$	11,028	$	15,291	$	0	$	984,258

The increase in substandard CRE NOO loans from the prior year was mostly due to pandemic related deferrals.

Management further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is past due. The following tables present the classes of the loan portfolio summarized by the aging categories of loans and nonaccrual loans (in thousands):

			30-59 Days		60-89 Days		90 Days+		Total		Total
December 31, 2020	Current		Past Due		Past Due		Past Due		Past Due		Loans
Commercial real estate:
Owner occupied	$	102,587	$	418	$	0	$	116	$	534	$	103,121
Non-owner occupied		305,613		1,844		1,373		594		3,811		309,424
Multifamily		39,562		0		0		0		0		39,562
Residential real estate		230,996		2,364		95		540		2,999		233,995
Commercial and industrial		231,534		260		219		31		510		232,044
Home equity lines of credit		112,325		120		0		98		218		112,543
Construction and other		63,529		44		0		0		44		63,573
Consumer installment		9,424		71		108		220		399		9,823
Total	$	1,095,570	$	5,121	$	1,795	$	1,599	$	8,515	$	1,104,085

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			30-59 Days		60-89 Days		90 Days+		Total		Total
December 31, 2019	Current		Past Due		Past Due		Past Due		Past Due		Loans
Commercial real estate:
Owner occupied	$	101,264	$	64	$	0	$	1,058	$	1,122	$	102,386
Non-owner occupied		298,941		0		0		3,239		3,239		302,180
Multifamily		62,028		0		0		0		0		62,028
Residential real estate		232,518		1,439		34		807		2,280		234,798
Commercial and industrial		88,965		190		66		306		562		89,527
Home equity lines of credit		111,792		274		29		153		456		112,248
Construction and other		66,680		0		0		0		0		66,680
Consumer installment		13,378		622		216		195		1,033		14,411
Total	$	975,566	$	2,589	$	345	$	5,758	$	8,692	$	984,258

The following tables present the recorded investment in nonaccrual loans and loans past due over 89 days and still on accrual by class of loans (in thousands):

December 31, 2020	Nonaccrual		90+ Days Past Due and Accruing
Commercial real estate:
Owner occupied	$	458	$	0
Non-owner occupied		3,758		0
Residential real estate		2,487		0
Commercial and industrial		509		0
Home equity lines of credit		422		0
Consumer installment		224		0
Total	$	7,858	$	0

December 31, 2019	Nonaccrual		90+ Days Past Due and Accruing
Commercial real estate:
Owner occupied	$	1,162	$	0
Non-owner occupied		3,289		0
Residential real estate		2,576		0
Commercial and industrial		946		0
Home equity lines of credit		709		0
Consumer installment		197		0
Total	$	8,879	$	0

Interest income that would have been recorded had these loans not been placed on nonaccrual status was $126,000 in 2020 and $377,000 in 2019.

An allowance for loan and lease losses (“ALLL”) is maintained to absorb losses from the loan portfolio.  The ALLL is based on management’s continuing evaluation of the risk characteristics and credit quality of the loan portfolio, assessment of current economic conditions, diversification and size of the portfolio, adequacy of collateral, past and anticipated loss experience, and the amount of nonperforming loans.

The Company’s methodology for determining the ALLL is based on the requirements of ASC Section 310-10-35 for loans individually evaluated for impairment (discussed above) and ASC Subtopic 450-20 for loans collectively evaluated for impairment, as well as the Interagency Policy Statement on the Allowance for Loan and Lease Losses and other bank regulatory guidance.   The total of the two components represents the Company’s ALLL. Management also performs impairment analysis on TDRs, which may result in specific reserves.

Loans that are collectively evaluated for impairment are analyzed, with general allowances being made as appropriate.  For general allowances, historical loss trends are used in the estimation of losses in the current portfolio.  These historical loss amounts are modified by other qualitative factors.

26

The classes described above, which are based on the purpose code assigned to each loan, provide the starting point for the ALLL analysis.  Management tracks the historical net charge-off activity at the purpose code level.  A historical charge-off factor is calculated utilizing the last twelve consecutive historical quarters.

Management has identified a number of additional qualitative factors which it uses to supplement the historical charge-off factor, because these factors are likely to cause estimated credit losses associated with the existing loan pools to differ from historical loss experience.  The additional factors that are evaluated quarterly and updated using information obtained from internal, regulatory, and governmental sources are: national and local economic trends and conditions; levels of and trends in delinquency rates and nonaccrual loans; trends in volumes and terms of loans; effects of changes in lending policies; experience, ability, and depth of lending staff; value of underlying collateral; and concentrations of credit from a loan type, industry, and/or geographic standpoint.

Management reviews the loan portfolio on a quarterly basis using a defined, consistently applied process in order to make appropriate and timely adjustments to the ALLL.  When information confirms all or part of specific loans to be uncollectible, these amounts are promptly charged off against the ALLL.

The following tables summarize the ALLL within the primary segments of the loan portfolio and the activity within those segments (in thousands):

	Allowance for Loan and Lease Losses
	Balance									Balance
	December 31, 2019		Charge-offs			Recoveries		Provision		December 31, 2020
Loans:
Commercial real estate:
Owner occupied	$	801	$	(50	)	$	17	$	574	$	1,342
Non-owner occupied		3,382		(3,022	)		74		6,383		6,817
Multifamily		340		0			0		121		461
Residential real estate		726		(62	)		42		977		1,683
Commercial and industrial		456		(245	)		294		848		1,353
Home equity lines of credit		932		(55	)		84		444		1,405
Construction and other		103		0			157		118		378
Consumer installment		28		(405	)		22		375		20
Total	$	6,768	$	(3,839	)	$	690	$	9,840	$	13,459

	Allowance for Loan and Lease Losses
	Balance										Balance
	December 31, 2018		Charge-offs			Recoveries		Provision			December 31, 2019
Loans:
Commercial real estate:
Owner occupied	$	1,315	$	(32	)	$	5	$	(487	)	$	801
Non-owner occupied		2,862		0			12		508			3,382
Multifamily		474		0			0		(134	)		340
Residential real estate		761		(361	)		46		280			726
Commercial and industrial		969		(519	)		82		(76	)		456
Home equity lines of credit		820		(162	)		32		242			932
Construction and other		100		0			74		(71	)		103
Consumer installment		127		(735	)		8		628			28
Total	$	7,428	$	(1,809	)	$	259	$	890		$	6,768

The provision fluctuations during the year ended December 31, 2020 allocated to:

● commercial real estate loans are due to large charge offs from two relationships totaling $3.0 million and additional provisions for hospitality-related relationships.

● commercial and industrial loans are due to several small charge-offs that total $245,000, along with an allocation for the PPP loans in the amount of $464,000, along with additional provisions for unexpected losses resulting from the current economic environment.

● residential real estate loans are due to several small charge-offs totaling $62,000 and additional provisions for unexpected losses resulting from the current economic environment.

● consumer installment loans are due to charge-offs in the student loan portfolio totaling $383,000.

27

The provision fluctuations during the year ended December 31, 2019 allocated to:

● commercial and industrial loans are due to the charge-offs of two large relationships totaling $438,000, which had specific reserves allocated at the end of 2018.

● residential real estate loans are due to the charge-off of two relationships totaling $360,000 and portfolio growth.

● commercial real estate loans are due to a small charge-off and a declining portfolio balance.

● consumer installment loans are due to charge-offs in the student loan portfolio totaling $566,000.

6. PREMISES AND EQUIPMENT

Major classifications of premises and equipment at December 31: 

(Dollar amounts in thousands)	2020		2019
Land and land improvements	$	2,963	$	2,920
Building and leasehold improvements		16,239		15,836
Furniture, fixtures, and equipment		9,395		9,357
Financing right-of-use assets		4,737		4,012
Total premises and equipment		33,334		32,125
Less accumulated depreciation and amortization		15,001		14,251
Total premises and equipment, net	$	18,333	$	17,874

Depreciation expense charged to operations was $1.3 million in 2020 and $1.0 million in 2019.

7. GOODWILL AND INTANGIBLE ASSETS

Goodwill totaled $15.1 million for both years ended December 31, 2020, and 2019. Core deposit intangible carrying amount was $1.7 million and $2.1 million for the years ended December 31, 2020, and 2019, respectively. Core deposit accumulated amortization was $1.7 million and $1.4 million for the years ended December 31, 2020, and 2019. Amortization expense totaled $332,000 and $341,000 in 2020 and 2019, respectively.

Core deposit intangible assets are amortized to their estimated residual values over their expected useful lives, commonly of ten years. The estimated aggregate future amortization expense for core deposit intangible assets as of December 31, 2020 is as follows:

2021	$	321
2022		309
2023		296
2024		281
2025		264
Thereafter		253
Total	$	1,724

Activity for mortgage servicing rights (“MSR”s) follows:

(Dollar amounts in thousands)	2020			2019
Beginning of year	$	390		$	357
Additions		276			67
Amortized to expense		(190	)		(34	)
End of year	$	476		$	390

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8. ACCRUED INTEREST RECEIVABLE AND OTHER ASSETS

The components of accrued interest receivable and other assets at the years ended December 31:

(Dollar amounts in thousands)	2020		2019
Restricted stock	$	5,057	$	3,848
Accrued interest receivable on investment securities		854		753
Accrued interest receivable on loans		4,356		2,718
Deferred tax asset, net		1,073		374
Operating right-of-use assets		742		903
Other		1,554		1,946
Total	$	13,636	$	10,542

Deposits to related parties amounted to $38.6 million as of December 31, 2020.

9. DEPOSITS

Time deposits that meet or exceed the FDIC Insurance limit of $250,000 as of December 31, 2020 and 2019, were $72.2 million and $126.6 million, respectively.

Scheduled maturities of time deposits as of December 31, 2020 are as follows:

(Dollar amounts in thousands)
2021	$	216,732
2022		38,746
2023		20,419
2024		12,854
2025		6,999
Total	$	295,750

10. SHORT-TERM BORROWINGS

For the year ended December 31, outstanding balances and related information of short-term borrowings, which includes securities sold under agreements to repurchase and short-term borrowings from other banks, are summarized as follows:

(Dollar amounts in thousands)	2020			2019			2018
Balance at year-end		0		$	5,075		$	90,398
Average balance outstanding		22,637			14,808			42,231
Maximum month-end balance		62,329			92,000			101,857
Weighted-average rate at year-end		N/A			1.66	%		2.53	%
Weighted-average rate during the year		0.35	%		2.49	%		1.99	%

Average balances outstanding during the year represent daily average balances, and average interest rates represent interest expense divided by the related average balance.

The Company maintains a $6.0 million line of credit at an adjustable rate, currently 3.50%, a $10.0 million line of credit at an adjustable rate, currently at 3.40%, and a $4.0 million line of credit at an adjustable rate, currently 3.64%. At December 31, 2020, and 2019, there were 0 outstanding borrowings under these lines of credit. The additional borrowing capacity on FHLB advances was $401.7 million and $87.0 million at December 31, 2020 and 2019, respectively.

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11. OTHER BORROWINGS

Other borrowings consist of advances from the FHLB and subordinated debt as follows:

			Weighted-			Stated interest
(Dollar amounts in thousands)	Maturity range		average			rate range
Description	from	to	interest rate			from			to			2020		2019
Fixed-rate amortizing (a)	07/01/25	10/01/28		4.06	%		4.02	%		4.47	%	$	0	$	404
Finance lease liabilities	09/30/34	06/01/40		2.64	%		1.89	%		3.51	%		4,839		4,098
PPPLF(b)	04/13/22	04/13/22		0.35	%		0.35	%		0.35	%		3,951		0
Junior subordinated debt	12/21/37	12/21/37		2.56	%		1.88	%		3.61	%		8,248		8,248
Total							0			0		$	17,038	$	12,750

^(a) There were 0 FHLB borrowings as of December 31, 2020. Maturity range and interest rates are as of December 31, 2019.

^(b) PPPLF (Paycheck Protection Program Liquidity Facility) borrowings were used to fund PPP loans

The scheduled maturities of other borrowings are as follows:

(Dollar amounts in thousands)
			Weighted-
Year Ending December 31,	Amount		Average Rate
2021	$	257		2.64	%
2022		4,216		0.68	%
2023		272		2.64	%
2024		279		2.64	%
2025		286		2.64	%
Beyond 2025		11,728		2.01	%
Total	$	17,038		1.62	%

Under the terms of a blanket agreement, FHLB borrowings are secured by certain qualifying assets of the Company which consist principally of first mortgage loans or mortgage-backed securities. Under this credit arrangement, the Company has a remaining borrowing capacity of approximately $401.7 million at December 31, 2020.     

The Company formed a special purpose entity (“Entity”) to issue $8.0 million of floating rate, obligated mandatorily redeemable securities, and $248,000 in common securities as part of a pooled offering. The rate adjusts quarterly, equal to LIBOR plus 1.67%. The Entity may redeem them, in whole or in part, at face value. The Company borrowed the proceeds of the issuance from the Entity in December 2006 in the form of an $8.3 million note payable, which matures in December 2037, and is included in the other borrowings on the Company’s Consolidated Balance Sheet.

On January 1, 2019, the Company adopted ASU 2016-02 which resulted in the recording of finance lease liabilities of $3.8 million on the Consolidated Balance Sheet. See Note 15 of the financial statements.

In April, 2020, the Federal Reserve initiated the PPPLF, which is designed to facilitate lending by financial institutions to small businesses under the PPP provisions of the CARES Act.  Only PPP loans are eligible to serve as collateral for the PPPLF, with each dollar of PPP loans providing one dollar of advance availability. The maturity date of an extension of credit under the PPPLF will equal the maturity date of the pool of PPP loans pledged to secure the extension of credit.  Any principal payments received by the financial institution on the PPP loans, such as PPP loan forgiveness payments from the Small Business Administration or principal payments from the borrower after the initial six-month deferment period, must be used to pay down the PPPLF advance by the same dollar amount, maintaining the dollar-for-dollar advance amount and PPP aggregate loan balance relationship.  The interest rate on PPPLF advances is fixed at 0.35%.

No PPPLF advances could be obtained under the CARES Act after September 30, 2020. As of December 31, 2020, our advances under the PPPLF totaled $4.0 million.

30

12. ACCRUED INTEREST PAYABLE AND OTHER LIABILITIES

The components of accrued interest payable and other liabilities are as follows at December 31:

	2020		2019
(Dollar amounts in thousands)
Accrued interest payable	$	580	$	917
Accrued directors' benefits		1,587		1,470
Accrued salary and benefits expense		1,410		1,451
Operating lease liabilities		746		906
Other		1,608		1,288
Total	$	5,931	$	6,032

13. INCOME TAXES

The provision for federal income taxes for the years ended December 31, consists of:

(Dollar amounts in thousands)	2020			2019
Current payable	$	2,749		$	2,265
Deferred		(1,348	)		327
Total provision	$	1,401		$	2,592

The tax effects of deductible and taxable temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows at December 31:

(Dollar amounts in thousands)	2020		2019
Deferred tax assets:
Allowance for loan and lease losses	$	2,826	$	1,288
Supplemental retirement plan		482		469
Investment security basis adjustment		18		18
Nonaccrual interest income		355		297
Accrued compensation		244		244
Deferred origination fees, net		0		30
Lease liability		1,173		1,051
Gross deferred tax assets		5,098		3,397
Deferred tax liabilities:
Premises and equipment		709		583
Net unrealized gain on AFS securities		1,139		490
Net unrealized gain on equity securities		41		62
FHLB stock dividends		139		139
Intangibles		414		378
Mortgage servicing rights		100		82
Deferred origination fees, net		50		0
Acquisition fair value adjustments		278		253
Right of use assets		1,151		1,032
Other		4		4
Gross deferred tax liabilities		4,025		3,023
Net deferred tax assets	$	1,073	$	374

NaN valuation allowance was established at December 31, 2020 and 2019, in view of the Company’s tax strategies, coupled with the anticipated future taxable income as evidenced by the Company’s earnings potential.

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The reconciliation between the federal statutory rate and the Company’s effective consolidated income tax rate for the years ended December 31, is as follows:

(Dollar amounts in thousands)	2020						2019
				% of						% of
				Pretax						Pretax
	Amount			Income			Amount			Income
Provision at statutory rate	$	2,047			21.0	%	$	3,214			21.0	%
Tax-exempt income		(669	)		(6.9	)%		(647	)		(4.2	)%
Nondeductible interest expense		16			0.2	%		32			0.2	%
Stock-based compensation		(4	)		0	%		0			0	%
Other		11			0.1	%		(7	)		(0.1	)%
Actual tax expense and effective rate	$	1,401			14.4	%	$	2,592			16.9	%

ASC 740-10 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met.

At December 31, 2020 and December 31, 2019, the Company had no ASC 740-10 unrecognized tax benefits. The Company does not expect the total amount of unrecognized tax benefits to significantly increase within the next 12 months. The Company recognizes interest and penalties on unrecognized tax benefits as a component of income tax expense.

The Company and the Bank are subject to U.S. federal income tax as well as an income tax in the states of Ohio and Florida, and the Bank is subject to a capital-based franchise tax in the state of Ohio. The Company and the Bank are no longer subject to examination by taxing authorities for years before December 31, 2017.

14. EMPLOYEE BENEFITS

Employee Retirement Plan

The Bank maintains section 401(k) employee savings and investment plans for all full-time employees and officers of the Bank who are at least 21 years of age. The Bank’s contributions to the plans are discretionary, and were based on 50% matching of voluntary contributions up to 6% of compensation for the years ended December 31, 2020 and 2019. Employee contributions are vested at all times, and MBC contributions are fully vested after six years beginning at the second year in 20% increments. Special vesting provisions are in place for legacy Liberty employees with 3 or more years of service. Contributions for 2020 and 2019 to these plans amounted to $350,000 and $319,000, respectively.

Executive Deferred Compensation Plans

The Company maintains executive deferred compensation plans to provide post-retirement payments to members of senior management. The plan agreements are noncontributory, defined contribution arrangements that provide supplemental retirement income benefits to several officers, with contributions made solely by the Bank. Accrued executive deferred compensation amounted to $1.7 million and $1.5 million as of December 31, 2020 and 2019, respectively. During 2020 and 2019, the Company recognized nonqualified deferred compensation expense of $240,000 and $260,000, respectively, to the plans.

Stock Option and Restricted Stock Plan

In 2007, the Company adopted the 2007 Omnibus Equity Plan (the “2007 Plan”) for granting incentive stock options, nonqualified stock options, and restricted stock to key officers and employees and nonemployee directors of the Company. 320,000 shares of common stock were reserved for issuance under the 2007 Plan, which expired ten years from the date of board approval of the plan. Although the 2007 Plan expired in 2017, there remain outstanding 12,150 shares in incentive stock options awards granted under the 2007 Plan. The per share exercise price of an option granted is not less than the fair value of a share of common stock on the date the option was granted.

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In 2017, the Company adopted the 2017 Omnibus Equity Plan (the “2017 Plan”) for granting incentive stock options, nonqualified stock options, restricted stock and other equity awards to key officers and employees and nonemployee directors of the Company. The Company’s stockholders approved the 2017 Plan at the annual meeting of the stockholders held on May 10, 2017. A total of 448,000 shares of authorized and unissued or issued common stock are reserved for issuance under the 2017 Plan, which expires ten years from the date of board approval of the plan. The per share exercise price of an option granted will not be less than the fair value of a share of common stock on the date the option is granted. Remaining available shares that can be issued under the 2017 Plan were 386,188 at December 31, 2020.

The following table presents share data related to the outstanding options:

	Shares			Weighted- average Exercise Price Per Share
Outstanding, January 1, 2020		14,500		$	8.78
Exercised		(2,350	)		8.78
Outstanding, December 31, 2020		12,150		$	8.78
Exercisable, December 31, 2020		12,150		$	8.78

The total intrinsic value of outstanding in-the-money exercisable stock options was $166,759 and $251,068 at December 31, 2020 and 2019, respectively.

NaN options were granted for the years ended December 31, 2020 and 2019. The Company recognizes compensation expense in the amount of fair value of the options at the grant date and as an addition to stockholders’ equity.

For the years ended December 31, 2020 and 2019, the Company recorded $0 and $265,000, respectively, of compensation cost related to vested stock options. As of December 31, 2020, there was 0 unrecognized compensation cost related to vested stock options.

For the years ended December 31, 2020 and 2019, 2,350 and 200 options were exercised resulting in net proceeds to the participant of $18,000 and $0 for December 31, 2020 and 2019, respectively.

During 2020 and 2019, the Compensation Committee of the Board of Directors of the Company granted awards of restricted stock for an aggregate amount of 23,648 and 29,130 shares, respectively, to certain employees of the Bank. The expense recognized for all outstanding awards was $271,000 and $184,000 for the years ended 2020 and 2019, respectively. The number of restricted stock shares earned or settled will depend on certain conditions and are also subject to service period-based vesting. The award recipient must maintain service with Middlefield Banc Corp. and affiliates until the third anniversary of the award to satisfy the service condition. The market condition will be satisfied if the average total shareholder annual return (“TSR”) on Middlefield Banc Corp. stock for the three subsequent years is at least 10.00% for 2019 and 2020.

The existence of a market condition, TSR, dictates that these awards be marked to market on a quarterly basis using a Monte Carlo simulation. They are recorded through the vesting period as a liability since a portion is payable in cash. The liability for these accrued officer benefits was $581,000 and $694,000 for the years ended December 31, 2020 and December 31, 2019, respectively.

The Company recognized restricted stock forfeitures in the period they occur.

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The following table presents the activity during 2020 related to awards of restricted stock:

	Units			Weighted- average Grant Date Fair Value Per Unit
Nonvested at January 1, 2020		56,066		$	21.67
Granted		22,574			26.09
Vested		(11,006	)		19.35
Nonvested at December 31, 2020		67,634		$	23.51
Expected to vest at December 31, 2020		18,622		$	24.02

As of December 31, 2020, there was $272,000 of total unrecognized compensation cost related to nonvested restricted shares granted under the 2017 Plan. The cost is expected to be recognized over a weighted-average period of 1.45 years. The total fair value of shares vested during the years ended December 31, 2020 and 2019 was $208,000, and $265,000, respectively.

15. COMMITMENTS

In the normal course of business, there are various outstanding commitments and certain contingent liabilities which are not reflected in the accompanying consolidated financial statements. These commitments and contingent liabilities represent financial instruments with off-balance sheet risk. The contract or notional amounts of those instruments reflect the extent of involvement in particular types of financial instruments which were composed of the following at December 31:

(Dollar amounts in thousands)	2020		2019
Commitments to extend credit	$	255,429	$	260,579
Standby letters of credit		581		1,616
Total	$	256,010	$	262,195

These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Balance Sheet. The Company’s exposure to credit loss, in the event of nonperformance by the other parties to the financial instruments, is represented by the contractual amounts as disclosed. The Company minimizes its exposure to credit loss under these commitments by subjecting them to credit approval and review procedures and collateral requirements as deemed necessary. Commitments generally have fixed expiration dates within one year of their origination.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. These instruments are issued primarily to support bid or performance-related contracts. The coverage period for these instruments is typically a one-year period with an annual renewal option subject to prior approval by management. Fees earned from the issuance of these letters are recognized over the coverage period. For secured letters of credit, the collateral is typically bank deposit instruments or customer business assets.

Leasing Commitments

The Company leases 7 of its branch locations and 1 loan production office. As of December 31, 2020, net assets recorded under leases amounted to $5.5 million and have remaining lease terms of 1 year to 20 years. As of December 31, 2020, finance lease assets included in premises and equipment, net, totaled $4.7 million and operating lease assets included in accrued interest receivable and other assets on the Consolidated Balance Sheet totaled $742,000. As of December 31, 2020, finance lease obligations included in other borrowings totaled $4.8 million and operating lease obligations included in accrued interest payable and other liabilities on the Consolidated Balance Sheet totaled $746,000.

In December 2020, the Company entered into a new lease agreement for the loan production office located in Mentor, Ohio. The new lease agreement does not exceed 12 months, and, as such, is not considered a capitalized lease as of December 31, 2020.

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Lease costs incurred are as follows for the years ended December, 31:

	2020		2019
Lease Costs:
Finance lease cost:
Amortization of right-of-use asset	$	286	$	360
Interest Expense		131		132
Other		27		57
Operating lease cost		213		245
Total lease cost	$	657	$	794

The following table displays the weighted-average term and discount rates for both operating and finance leases outstanding as of December 31, 2020:

	Operating			Finance
Weighted-average term (years)		5.9			15.7
Weighted-average discount rate		2.9	%		2.6	%

The following table displays the undiscounted cash flows due related to operating and finance leases as of December 31, 2020, along with a reconciliation to the discounted amount recorded on the December 31, 2020 balance sheet:

	Operating			Finance
Undiscounted cash flows due within:
2021	$	169		$	383
2022		169			385
2023		169			385
2024		133			385
2025		25			385
2026 and thereafter		149			4,100
Total undiscounted cash flows		814			6,023
Impact of present value discount		(68	)		(1,184	)
Amount reported on balance sheet	$	746		$	4,839

16. REGULATORY RESTRICTIONS

The Company is subject to the regulatory requirements of the Federal Reserve System as a bank holding company. The bank is subject to regulations of the Federal Deposit Insurance Corporation (“FDIC”) and the State of Ohio, Division of Financial Institutions.

Cash Requirements

The Federal Reserve Bank of Cleveland requires the Company to maintain certain average reserve balances. As of December 31, 2019, the Bank had required reserves of $16.5 million comprised of vault cash and a depository amount held with the Federal Reserve Bank. The reserves requirement was reduced to 0 as of December 31, 2020 as a response to FRB’s pandemic-related initiatives.

Loans

Federal law prevents the Company from borrowing from the Bank unless the loans are secured by specific obligations. Further, such secured loans are limited in amount of 10% of the Bank’s common stock and capital surplus.

Dividends

MBC is subject to dividend restrictions that generally limit the amount of dividends that can be paid by an Ohio state-chartered bank. Under the Ohio Banking Code, cash dividends may not exceed net profits as defined for that year combined with retained net profits for the two preceding years less any required transfers to surplus. Under this formula the amount available for payment of dividends for 2020 approximates $16.5 million plus 2021 profits retained up to the date of the dividend declaration.

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17. REGULATORY CAPITAL

The Bank and Company are subject to regulatory capital requirements administered by banking agencies. Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings, and other factors and the regulators can lower classifications in certain cases. Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements. As of December 31, 2020, the Bank and Company have met all capital adequacy requirements to which they are subject.

The prompt corrective action regulations provide five classifications, including well capitalized, adequately capitalized, under-capitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If an institution is adequately capitalized, regulatory approval is required before the institution may accept brokered deposits. If an institution is undercapitalized, capital distributions are limited, as is asset growth and expansion, and plans for capital restoration are required.

The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of Common Equity Tier 1 capital to risk-weighted assets above the minimum but below the conservation buffer (or below the combined capital conservation buffer and countercyclical capital buffer, when the latter is applied) will face constraints on dividends, equity repurchases and compensation based on the amount of the shortfall.

The following tables present actual and required capital ratios as of December 31, 2020 and 2019, under the Basel III Capital Rules. Capital levels required to be considered well capitalized are based upon prompt corrective action regulations, as amended to reflect the changes under the Basel III Capital Rules.

	As of December 31, 2020
	Leverage			Tier 1 Risk Based			Common Equity Tier 1			Total Risk Based
The Middlefield Banking Company		9.45	%		11.47	%		11.47	%		12.68	%
Middlefield Banc Corp.		10.22	%		11.68	%		10.96	%		12.88	%
Adequately capitalized ratio		4.00	%		6.00	%		4.50	%		8.00	%
Adequately capitalized ratio plus fully phased-in capital conservation buffer		4.00	%		8.50	%		7.00	%		10.50	%
Well-capitalized ratio (Bank only)		5.00	%		8.00	%		6.50	%		10.00	%

	As of December 31, 2019
	Leverage			Tier 1 Risk Based			Common Equity Tier 1			Total Risk Based
The Middlefield Banking Company		10.35	%		12.12	%		12.12	%		12.79	%
Middlefield Banc Corp.		10.23	%		12.56	%		11.77	%		13.23	%
Adequately capitalized ratio		4.00	%		6.00	%		4.50	%		8.00	%
Adequately capitalized ratio plus fully phased-in capital conservation buffer		4.00	%		8.50	%		7.00	%		10.50	%
Well-capitalized ratio (Bank only)		5.00	%		8.00	%		6.50	%		10.00	%

18. FAIR VALUE DISCLOSURE MEASUREMENTS

The following disclosures show the hierarchal disclosure framework associated with the level of pricing observations utilized in measuring assets and liabilities at fair value. The three broad levels defined by U.S. generally accepted accounting principles 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.

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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 judgement or estimation.

This hierarchy requires the use of observable market data when available.

The following tables present the assets measured on a recurring basis on the Consolidated Balance Sheet at their fair value by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

			December 31, 2020
(Dollar amounts in thousands)	Level I		Level II		Level III		Total
Assets measured on a recurring basis:
Subordinated debt	$	0	$	21,297	$	0	$	21,297
Obligations of states and political subdivisions		0		78,302		0		78,302
Mortgage-backed securities in government- sponsored entities		0		14,761		0		14,761
Total debt securities		0		114,360		0		114,360
Equity securities in financial institutions		609		0		0		609
Total	$	609	$	114,360	$	0	$	114,969

			December 31, 2019
(Dollar amounts in thousands)	Level I		Level II		Level III		Total
Assets measured on a recurring basis:
Subordinated debt	$	0	$	4,126	$	0	$	4,126
Obligations of states and political subdivisions		0		82,977		0		82,977
Mortgage-backed securities in government- sponsored entities		0		18,630		0		18,630
Total debt securities		0		105,733		0		105,733
Equity securities in financial institutions		710		0		0		710
Total	$	710	$	105,733	$	0	$	106,443

Investment Securities Available for Sale – The Company obtains fair values from an independent pricing service which represent quoted prices for similar assets, fair values determined by pricing models using a market approach that considers observable market data, such as interest rate volatilities, LIBOR yield curve, credit spreads and prices from market makers and live trading systems (Level II).

Equity Securities - Equity securities that are traded on a national securities exchange are valued at their last reported sales price as of the measurement date. Equity securities traded in the over-the-counter (“OTC”) markets and listed securities for which no sale was reported on that date are generally valued at their last reported “bid” price if held long, and last reported “ask” price if sold short. To the extent equity securities are actively traded and valuation adjustments are not applied, they are categorized in Level I of the fair value hierarchy.

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The following tables present the assets measured on a non-recurring basis on the Consolidated Balance Sheet at their fair value by level within the fair value hierarchy. Collateral-dependent impaired loans are carried at fair value if they have been charged down to fair value or if a specific valuation allowance has been established. A new cost basis is established at the time a property is initially recorded in OREO. OREO properties are carried at fair value if a devaluation has been taken to the property’s value subsequent to the initial measurement. No such devaluation occurred during the year ended December 31, 2020.

			December 31, 2020
(Dollar amounts in thousands)	Level I		Level II		Level III		Total
Assets measured on a non-recurring basis:
Impaired loans	$	0	$	0	$	4,111	$	4,111
Other real estate owned		0		0		6,992		6,992

			December 31, 2019
(Dollar amounts in thousands)	Level I		Level II		Level III		Total
Assets measured on a non-recurring basis:
Impaired loans	$	0	$	0	$	5,166	$	5,166

Impaired Loans – The Company has measured impairment on collateral-dependent impaired loans generally based on the fair value of the loan’s collateral. Fair value is generally determined based upon independent third-party appraisals of the properties. In some cases, management may adjust the appraised value due to the age of the appraisal, changes in market conditions, or observable deterioration of the property since the appraisal was completed. Additionally, management makes estimates about expected costs to sell the property which are also included in the net realizable value. If the fair value of the collateral-dependent loan is less than the carrying amount of the loan, a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the above table as a Level III measurement. If the fair value of the collateral exceeds the carrying amount of the loan, then the loan is not included in the above table as it is not currently being carried at its fair value. The fair values in the above tables include estimated selling costs of $838,000 and $853,000 at December 31, 2020 and 2019, respectively.

Other Real Estate Owned (OREO) – OREO is carried at the lower of cost or fair value, which is measured at the date of foreclosure. If the fair value of the collateral exceeds the carrying amount of the loan, no charge-off or adjustment is necessary, the loan is not considered to be carried at fair value, and is therefore not included in the above table. If the fair value of the collateral is less than the carrying amount of the loan, management will charge the loan down to its estimated realizable value. The fair value of OREO is based on the appraised value of the property, which is generally unadjusted by management and is based on comparable sales for similar properties in the same geographic region as the subject property, and is included in the above table as a Level II measurement. In some cases, management may adjust the appraised value due to the age of the appraisal, changes in market conditions, or observable deterioration of the property since the appraisal was completed. In these cases, the loans are categorized in the above table as a Level III measurement since these adjustments are considered to be unobservable inputs. Income and expenses from operations and further declines in the fair value of the collateral subsequent to foreclosure are included in net expenses from OREO.

The following tables present additional quantitative information about assets measured at fair value on a non-recurring basis and for which the Company uses Level III inputs to determine fair value:

	Quantitative Information about Level III Fair Value Measurements
(Dollar amounts in thousands)
	Fair Value Estimate		Valuation Techniques	Unobservable Input	Range (Weighted Average)
December 31, 2020
Impaired loans	$	4,111	Appraisal of collateral (1)	Appraisal adjustments (2)	17.6%	to	48.5%	(22.7%)
Other real estate owned	$	6,992	Appraisal of collateral (1)	Appraisal adjustments (2)		19.9%

	Quantitative Information about Level III Fair Value Measurements
(Dollar amounts in thousands)
	Fair Value Estimate		Valuation Techniques	Unobservable Input	Range (Weighted Average)
December 31, 2019
Impaired loans	$	5,166	Appraisal of collateral (1)	Appraisal adjustment (2)	40.3%	to	47.4%	(41.8%)

(1) Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various level III inputs which are not identifiable, less any associated allowance.

(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal.

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The estimated fair value of the Company’s financial instruments not recorded at fair value on a recurring basis is as follows:

	December 31, 2020
	Carrying								Total
	Value		Level I		Level II		Level III		Fair Value
	(in thousands)
Financial assets:
Cash and cash equivalents	$	112,417	$	112,417	$	0	$	0	$	112,417
Loans held for sale		878		0		878		0		878
Net loans		1,090,626		0		0		1,089,573		1,089,573
Bank-owned life insurance		16,938		16,938		0		0		16,938
Federal Home Loan Bank stock		5,057		5,057		0		0		5,057
Accrued interest receivable		5,210		5,210		0		0		5,210
Financial liabilities:
Deposits	$	1,225,200	$	929,450	$	0	$	299,651	$	1,229,101
Other borrowings		17,038		0		0		15,250		15,250
Accrued interest payable		580		580		-		0		580

	December 31, 2019
	Carrying								Total
	Value		Level I		Level II		Level III		Fair Value
	(in thousands)
Financial assets:
Cash and cash equivalents	$	35,113	$	35,113	$	0	$	0	$	35,113
Loans held for sale		1,220		0		1,220		0		1,220
Net loans		977,490		0		0		974,213		974,213
Bank-owned life insurance		16,511		16,511		0		0		16,511
Federal Home Loan Bank stock		3,848		3,848		0		0		3,848
Accrued interest receivable		3,471		3,471		0		0		3,471
Financial liabilities:
Deposits	$	1,020,843	$	652,043	$	0	$	371,193	$	1,023,236
Short-term borrowings		5,075		5,075		0		0		5,075
Other borrowings		12,750		0		0		12,783		12,783
Accrued interest payable		917		917		0		0		917

All financial instruments included in the above tables, with the exception of net loans, deposits, and other borrowings, are carried at cost, which approximates the fair value of the instruments.

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19. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table presents the changes in accumulated other comprehensive income (loss) by component net of tax:

	Unrealized gains/(losses) on
	available-for-sale
(Dollars in thousands)	securities (a)
Balance as of December 31, 2018	$	(154	)
Other comprehensive income		2,149
Amount reclassified from accumulated other comprehensive income		(153	)
Period change		1,996
Balance at December 31, 2019	$	1,842
Balance as of December 31, 2019	$	1,842
Other comprehensive income		2,442
Balance at December 31, 2020	$	4,284

(a) All amounts are net of tax. Amounts in parentheses indicate debits to accumulated other comprehensive income.

The following table presents significant amounts reclassified out of each component of accumulated other comprehensive income for the year ended December 31, 2019:

	Amount Reclassified			Affected Line Item in
	from Accumulated Other			the Statement Where
(Dollars in thousands)	Comprehensive Income			Net Income is
Details about other comprehensive income	December 31, 2019			Presented
Unrealized gains on available-for-sale securities (a)
	$	194		Investment securities gains on sale, net
		(41	)	Income taxes
	$	153

(a) Amounts in parentheses indicate expenses and other amounts indicate income.

There were 0 other reclassifications of amounts from accumulated other comprehensive income for the year ended December 31, 2020.

20. RISKS AND UNCERTAINTIES

COVID-19 Update

The Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, was signed into law on March 27, 2020, and as a qualified SBA lender, we were automatically authorized to originate PPP loans. As of December 31, 2020, we approved 1,414 applications for up to $143.8 million of loans under the PPP. At December 31, 2020, we have processed $28.9 million of PPP loan forgiveness.

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COVID-19 Loan Forbearance Programs. Section 4013 of the CARES Act provides that banks may elect not to categorize a loan modification as a TDR if the loan modification is (1) related to COVID-19; (2) executed on a loan that was not more than 30 days past due as of December 31, 2019; and (3) executed between March 1, 2020, and the earlier of (A) 60 days after the date on which the national emergency concerning the novel coronavirus disease (COVID–19) outbreak declared by the President on March 13, 2020, under the National Emergencies Act terminates, or (B) December 31, 2020. According to the Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus (Revised) issued by the federal bank regulatory agencies on April 7, 2020, short-term loan modifications not otherwise eligible under Section 4013 that are made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not TDRs. This includes short-term (e.g., six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. See Note 5 of the financial statements for additional disclosure of TDRs at December 31, 2020.

As of December 31, 2020, we modified 11 loans aggregating $24.5 million, consisting of the deferral of principal payments and the extension of the maturity date, compared to 362 loans aggregating $214.8 million at June 30, 2020.

21. PARENT COMPANY

Following are condensed financial statements for the Company.

CONDENSED BALANCE SHEET
(Dollar amounts in thousands)	December 31,
	2020		2019
ASSETS
Cash and due from banks	$	1,222	$	2,577
Equity securities, at fair value		609		710
Investment in nonbank subsidiary		1		1,400
Investment in subsidiary bank		149,272		141,104
Other assets		1,561		977
TOTAL ASSETS	$	152,665	$	146,768
LIABILITIES
Trust preferred debt	$	8,248	$	8,248
Other liabilities		607		745
TOTAL LIABILITIES		8,855		8,993
STOCKHOLDERS' EQUITY		143,810		137,775
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	152,665	$	146,768

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CONDENSED STATEMENT OF COMPREHENSIVE INCOME
	Year Ended December 31,
(Dollar amounts in thousands)	2020			2019
INCOME
Dividends from subsidiary bank	$	4,700		$	4,450
Dividends from nonbank subsidiary		1,399			1,000
(Loss) gain on equity securities		(101	)		94
Other		7			12
Total income		6,005			5,556
EXPENSES
Interest expense		192			343
Salaries and employee benefits		465			909
Ohio state franchise tax		1,082			1,044
Other		796			996
Total expenses		2,535			3,292
Income before income tax benefit		3,470			2,264
Income tax benefit		(552	)		(669	)
Income before equity in undistributed net income of subsidiaries		4,022			2,933
Equity in undistributed net income of subsidiaries		4,327			9,778
NET INCOME	$	8,349		$	12,711
Comprehensive income	$	10,791		$	14,707

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CONDENSED STATEMENT OF CASH FLOWS
	Year Ended December 31,
(Dollar amounts in thousands)	2020			2019
OPERATING ACTIVITIES
Net income	$	8,349		$	12,711
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed net income of Middlefield Banking Company		(5,726	)		(10,742	)
Equity in undistributed net loss of EMORECO		1,399			964
Stock-based compensation		144			548
Loss (gain) on equity securities		101			(94	)
Other, net		(609	)		3,095
Net cash provided by operating activities		3,658			6,482
FINANCING ACTIVITIES
Proceeds from issuance of common stock		0			95
Restricted stock cash portion		0			(44	)
Stock options exercised		12			4
Proceeds from dividend reinvestment plan		0			372
Repurchase of treasury shares		(1,191	)		(2,229	)
Cash dividends		(3,834	)		(3,685	)
Net cash used in financing activities		(5,013	)		(5,487	)
(Decrease) increase in cash		(1,355	)		995
CASH AT BEGINNING OF YEAR		2,577			1,582
CASH AT END OF YEAR	$	1,222		$	2,577
SUPPLEMENTAL INFORMATION
Increase in common stock through increase in other, net	$	0		$	265

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22. SELECTED QUARTERLY FINANCIAL DATA (Unaudited)

(Dollar amounts in thousands)	Three Months Ended
	March 31,		June 30,		September 30,		December 31,
	2020		2020		2020		2020
Total interest and dividend income	$	13,009	$	13,155	$	13,507	$	12,967
Total interest expense		2,976		2,430		2,148		1,696
Net interest income		10,033		10,725		11,359		11,271
Provision for loan losses		2,740		1,000		4,000		2,100
Net interest income after provision for loan losses		7,293		9,725		7,359		9,171
Total noninterest income		1,074		1,495		1,811		1,610
Total noninterest expense		7,252		7,689		7,022		7,825
Income before income taxes		1,115		3,531		2,148		2,956
Income taxes		74		565		295		467
Net income	$	1,041	$	2,966	$	1,853	$	2,489
Per share data:
Net income
Basic	$	0.16	$	0.47	$	0.29	$	0.39
Diluted		0.16		0.46		0.29		0.39
Average shares outstanding:
Basic		6,417,109		6,369,467		6,376,291		6,378,706
Diluted		6,429,443		6,388,118		6,385,765		6,397,681

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(Dollar amounts in thousands)	Three Months Ended
	March 31,		June 30,		September 30,		December 31,
	2019		2019		2019		2019
Total interest and dividend income	$	13,484	$	13,720	$	13,885	$	13,436
Total interest expense		3,254		3,451		3,307		3,128
Net interest income		10,230		10,269		10,578		10,308
Provision for loan losses		240		110		80		460
Net interest income after provision for loan losses		9,990		10,159		10,498		9,848
Total noninterest income		1,132		1,299		1,105		1,305
Total noninterest expense		7,500		7,482		7,673		7,378
Income before income taxes		3,622		3,976		3,930		3,775
Income taxes		611		686		661		634
Net income	$	3,011	$	3,290	$	3,269	$	3,141
Per share data:
Net income
Basic	$	0.46	$	0.51	$	0.51	$	0.48
Diluted		0.46		0.50		0.51		0.48
Average shares outstanding:
Basic		6,498,278		6,502,508		6,458,258		6,423,543
Diluted		6,510,568		6,514,946		6,479,066		6,455,387

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

This information should be read in conjunction with the consolidated financial statements and accompanying notes to the financial statements.

This Management’s Discussion and Analysis section of the Annual Report contains forward-looking statements. Forward-looking statements are based upon a variety of estimates and assumptions. The estimates and assumptions involve judgments about a number of things, including future economic, competitive, and financial market conditions and future business decisions. These matters are inherently subject to significant business, economic, and competitive uncertainties, all of which are difficult to predict and many of which are beyond the Company's control. Although the Company believes its estimates and assumptions are reasonable, actual results could vary materially from those shown. Inclusion of forward-looking information does not constitute a representation by the Company or any other person that the indicated results will be achieved. Investors are cautioned not to place undue reliance on forward-looking information.

These forward-looking statements may involve significant risks and uncertainties. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from the results in these forward-looking statements.

Overview

During 2020, the Company reported net income of $8.3 million, or $1.30 per diluted share, compared with $12.7 million, or $1.95 per diluted share, in 2019. The Company’s net income as a percentage of average assets for 2020 and 2019 was 0.64% and 1.05%, respectively, while the Company’s net income as a percentage of average shareholders’ equity was 5.87% and 9.35%, respectively.

Highlights of the Company’s performance in 2020 (on a year-over-year basis unless noted) include the following:

● Net income decreased 34.3% to $8.3 million, as a result of a $9.0 million annual increase in the provision for loan losses

● Net interest income improved 4.8% to $43.4 million

● Total noninterest income was up 23.7% to $6.0 million

● Noninterest expense declined 0.8%

● Pre-tax, pre-provision for loan losses⁽¹⁾ income increased 21.0% to $19.6 million

● Allowance for loan losses increased 98.9% to $13.5 million

● Allowance for loan losses to nonperforming loans was 171.3%, compared to 76.2%

● Book value per share was up 5.1% to a record $22.54 per share

● Tangible book value⁽¹⁾ per share was up 6.0% to a record $19.91 per share

● Total loans increased 12.2% to $1.10 billion

● Middlefield remains well capitalized with an equity to assets ratio of 10.3% at December 31, 2020

⁽¹⁾ A reconciliation of Non-GAAP financial measures can be found in the following tables.

Reconciliation of Common Stockholders' Equity to Tangible Common Equity *	For the Twelve Months Ended
(Dollar amounts in thousands)	December 31,		December 31,
	2020		2019
Stockholders' Equity (GAAP)	$	143,810	$	137,775
Less Goodwill and other intangibles		16,795		17,127
Tangible Common Equity (Non-GAAP)	$	127,015	$	120,648
Shares outstanding		6,379,323		6,423,630
Tangible book value per share	$	19.91	$	18.78

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Reconciliation of Pre-Tax Pre-Provision Income (PTPP)	For the Twelve Months Ended
	December 31,		December 31,
	2020		2019
Net income (GAAP)	$	8,349	$	12,711
Add Income Taxes		1,401		2,592
Add Provision for loan losses		9,840		890
PTPP (Non-GAAP)	$	19,590	$	16,193

Critical Accounting Policies

Allowance for loan and lease losses. Arriving at an appropriate level of allowance for loan and lease losses involves a high degree of judgment. The Company’s allowance for loan and lease losses provides for probable losses based upon evaluations of known and inherent risks in the loan portfolio.

Management uses historical information to assess the adequacy of the allowance for loan and lease losses as well as the prevailing business environment, which is affected by changing economic conditions and various external factors and which may impact the portfolio in ways currently unforeseen. The allowance is increased by provisions for loan losses and by recoveries of loans previously charged-off and reduced by loans charged-off. For a full discussion of the Company’s methodology of assessing the adequacy of the reserve for loan losses, refer to Note 1 of “Notes to Consolidated Financial Statements” of this Annual Report.

Valuation of Securities. Investment securities are classified as held to maturity or available for sale on the date of purchase. Only those securities classified as held to maturity are reported at amortized cost. Available-for-sale securities are reported at fair value with unrealized gains and losses included in accumulated other comprehensive income, net of related deferred income taxes, on the Consolidated Balance Sheet. The majority of the Company’s securities are valued based on prices compiled by third party vendors using observable market data. However, certain securities are less actively traded and do not always have quoted market prices. The determination of fair value for less actively traded securities, therefore, requires judgment, with such determination requiring benchmarking to similar instruments or analyzing default and recovery rates. Examples include certain collateralized mortgage and debt obligations and high-yield debt securities. Realized securities gains or losses are reported within noninterest income in the Consolidated Statement of Income. The cost of securities sold is based on the specific identification method.

Management evaluates securities for other-than-temporary impairment (“OTTI”) at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. Investments in debt securities are generally evaluated for OTTI under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 320, Investments — Debt and Equity Securities. Consideration is given to the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, whether the market decline was affected by macroeconomic conditions and whether the Company has the intent to sell the debt security or more likely than not will be required to sell the debt security before its anticipated recovery. In analyzing an issuer’s financial condition, the Company may consider whether the securities are issued by the federal government or its agencies, or U.S. government-sponsored enterprises, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuer’s financial condition. The assessment of whether an other-than-temporary decline exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time.

When OTTI occurs, the amount of the OTTI recognized in earnings depends on whether an entity intends to sell the security or it is more likely than not it will be required to sell the security before recovery of its amortized cost basis. If an entity intends to sell or it is more likely than not it will be required to sell the security before recovery of its amortized cost basis, the OTTI shall be recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date. The previous amortized cost basis less the OTTI recognized in earnings becomes the new amortized cost basis of the investment. For debt securities that do not meet the aforementioned criteria, the amount of impairment is split into two components as follows: 1) OTTI related to credit loss, which must be recognized in the income statement and 2) OTTI related to other factors, which is recognized in other comprehensive income or loss. The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis. For equity securities, the entire amount of impairment is recognized through earnings.

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Debt securities issued by U.S. government agencies, U.S. government-sponsored enterprises, and state and political subdivisions accounted for 81.4% of the total available-for-sale portfolio as of December 31, 2020, and no credit losses are expected, given the explicit and implicit guarantees provided by the U.S. federal government and the lack of significant unrealized loss positions within the obligations of state and political subdivisions security portfolio. The Company considered the following factors in determining whether a credit loss exists and the period over which the debt security is expected to recover:

● The length of time and the extent to which the fair value has been less than the amortized cost basis.

● Changes in the near-term prospects of the underlying collateral of a security such as changes in default rates, loss severity given default and significant changes in prepayment assumptions.

● The level of cash flows generated from the underlying collateral supporting the principal and interest payments of the debt securities; and,

● Any adverse change to the credit conditions and liquidity of the issuer, taking into consideration the latest information available about the overall financial condition of the issuer, credit ratings, recent legislation and government actions affecting the issuer’s industry and actions taken by the issuer to deal with the present economic climate.

Refer to Note 4 in the consolidated financial statements.

Income Taxes

The Company estimates income tax expense based on amounts expected to be owed to the various tax jurisdictions in which the Company conducts business. On a quarterly basis, management assesses the reasonableness of the Company’s effective tax rate based upon management’s current estimate of the amount and components of net income, tax credits and the applicable statutory tax rates expected for the full year. The estimated income tax expense is recorded in the Consolidated Statement of Income.

Deferred income tax assets and liabilities are determined using the balance sheet method and are reported in accrued taxes, interest and expenses in the Consolidated Balance Sheet. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax basis of assets and liabilities and recognizes enacted changes in tax rates and laws. Deferred tax assets are recognized to the extent they exist and are subject to a valuation allowance based on management’s judgment that realization is more likely than not.

Accrued taxes represent the net estimated amount due to taxing jurisdictions and are reported in accrued taxes, interest and expenses in the Consolidated Balance Sheet. The Company evaluates and assesses the relative risks and appropriate tax treatment of transactions and filing positions after considering statutes, regulations, judicial precedent and other information and maintains tax accruals consistent with management’s evaluation of these relative risks and merits. Changes to the estimate of accrued taxes occur periodically due to changes in tax rates, interpretations of tax laws, the status of examinations being conducted by taxing authorities and changes to statutory, judicial and regulatory guidance that impact the relative risks of tax positions. These changes, when they occur, can affect deferred taxes and accrued taxes as well as the current period’s income tax expense and can be significant to the operating results of the Company.

Goodwill and Other Intangible Assets

Goodwill is the excess of the purchase price over the fair value of the assets acquired in connection with business acquisitions accounted for as purchases. Other intangible assets consist of branch acquisition core deposit premiums. Initially, an assessment of qualitative factors is performed to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.  If, after assessing the totality of events or circumstances, we determine it is not more likely than not that the fair value of a reporting unit is less than its carrying value, then performing the two-step impairment test is unnecessary.  However, if we conclude otherwise, then we are required to perform the impairment test by calculating the fair value of the reporting unit and comparing against the carrying amount of the reporting unit.  If the fair value is less than the carrying value, an expense may be required to write down the goodwill to the proper carrying value. 

Changes in Financial Condition

General The Company’s total assets increased $209.5 million or 17.7% to $1.39 billion at December 31, 2020 from $1.18 billion at December 31, 2019. This increase was mostly due to an increase in cash and cash equivalents and net loans of $77.3 million and $113.1 million, respectively.

The increase in the Company’s total assets reflects a related increase in total liabilities of $203.5 million or 19.5% to a total balance of $1.25 billion at December 31, 2020 from $1.04 billion at December 31, 2019. The Company experienced an increase in total stockholders’ equity of $6.0 million. The increase in total liabilities was due to an increase in total deposits for the year of $204.4 million.

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Total deposits increased $204.4 million or 20.0% to $1.23 billion at December 31, 2020 from $1.02 billion as of December 31, 2019. Short-term borrowings decreased $5.1 million from December 31, 2019. The net increase in total stockholders’ equity can be attributed to increases in retained earnings, accumulated other comprehensive income, and common stock of $4.5 million, $2.4 million, and $269,000, respectively, partially offset by an increase in treasury stock of $1.2 million or 7.6%, which is due to the Company repurchasing 58,200 of its outstanding shares during the year ended December 31, 2020.

On October 9, 2019, the Board of Directors of Middlefield Bank Corp. authorized a two-for-one stock split. Each shareholder of record at the close of business on October 25, 2019, received one additional share for every outstanding share held on the record date. The additional shares were paid on November 8, 2019.

Cash and cash equivalents Cash and due from banks and federal funds sold represent cash and cash equivalents which increased $77.3 million or 220.2% to $112.4 million at December 31, 2020 from $35.1 million at December 31, 2019. Deposits from customers into savings and checking accounts, loan and security repayments and proceeds from borrowed funds typically increase these accounts. Decreases result from customer withdrawals, new loan originations, security purchases and repayments of borrowed funds. Increases in cash for the year can be traced primarily to pandemic-related government stimulus. This resulted in increased deposits, as both retail and commercial customers kept excess funds in liquid deposit accounts. A further increase to cash was the result of PPP forgiveness of $28.9 million as of December 31, 2020.

Investment securities Management's objective in structuring the portfolio is to maintain a prudent level of liquidity while providing an acceptable rate of return without sacrificing asset quality. The balance of investment securities available for sale increased $8.6 million, or 8.2%, as compared to 2019. This increase includes purchases of investment securities available for sale of $24.1 million during the year ended December 31, 2020. The ratio of securities to total assets decreased to 8.2% at December 31, 2020, compared to 8.9% at December 31, 2019.

The municipal bond portfolio, which totaled $78.3 million or 68.5% of the Company's total investment portfolio at December 31, 2020, decreased $7.3 million as plummeting rates created fewer quality buying opportunities. The weighted-average federal tax-equivalent (FTE) yield on all debt securities at year-end 2020 decreased to 3.68% from 3.77% at year-end 2019. The Company's focus continues to be the generation of interest revenue primarily through loan growth. However, management will continue to invest excess funds in securities when opportunities arise.

The biggest opportunity in 2020 was in the subordinated debt market of other banks. The bank grew its portfolio to $21.1 million at December 31, 2020, an increase of $17.1 million from the previous year end. The average yield on these holdings is 5.19%. The Company expects to continue taking advantage of this market if similar quality investments can be found.

Loans receivable The loans receivable category consists primarily of single-family mortgage loans used to purchase or refinance personal residences located within the Company’s market area, commercial and industrial loans, home equity lines of credit, and commercial real estate loans used to finance properties that are used in the borrowers’ businesses, or to finance investor-owned rental properties, and, to a lesser extent, construction and consumer loans. The portfolio is well dispersed, geographically, with the five branches in the central Ohio market comprising 23.4% of the Company’s total loans. Net loans receivable increased $113.1 million or 11.6% to $1.09 billion at December 31, 2020 from $977.5 million at December 31, 2019. Included in the total increase for loans receivable were increases in the commercial and industrial, CRE non-owner occupied, CRE owner occupied, and HELOC portfolios of $142.5 million, $7.2 million, $735,000, and $295,000, respectively. Also included in the total increase of loans receivable were decreases in the residential real estate, construction and other, consumer installment, and CRE multifamily portfolios of $803,000, $3.1 million, $4.6 million, and $22.5 million, respectively. The increase in the commercial and industrial portfolio includes the PPP loans issued as of December 31, 2020 of $116.1 million.

The product mix in the loan portfolio consists of CRE non-owner occupied loans equaling 28.0% of total loans, residential real estate loans, 21.2%, commercial and industrial loans, 21.0%, HELOC loans, 10.2%, CRE owner-occupied loans, 9.3%, construction and other loans, 5.8%, CRE multifamily loans, 3.6%, and consumer installment loans, 0.9%, at December 31, 2020 compared with 30.7%, 23.9%, 9.1% 11.4%, 10.4%, 6.8%, 6.3%, and 1.5%, respectively, at December 31, 2019.

Loans contributed 93.1% of total interest income in 2020 and 92.4% in 2019. The loan portfolio yield of 4.55% in 2020 was 27 basis points higher than the average yield for total interest-earning assets. Management recognizes that while the loan portfolio holds some of the Company’s highest yielding assets, it is inherently the riskiest portfolio. Accordingly, management attempts to balance credit risk versus return with conservative credit standards. Management has developed and maintains comprehensive underwriting guidelines and a loan review function that monitors credits during and after the approval process. Management follows additional procedures to obtain current borrower financial information annually throughout the life of the loan obligation.

To minimize risks associated with changes in the borrower’s future repayment capacity, the Company generally requires scheduled periodic principal and interest payments on all types of loans and normally requires collateral.

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The Company expects loan growth to be minimal but will not lower the conservative credit standards to increase loan originations in a slowing economy. The Company remains committed to sound underwriting practices without sacrificing asset quality and avoiding exposure to unnecessary risk that could weaken the portfolio.

Since the opening of the PPP, several larger banks have been subject to litigation regarding the process and procedures that those banks used in processing applications for the PPP. Middlefield Bank may be exposed to the risk of similar litigation, from both customers and non-customers that approached the bank regarding PPP loans, regarding the process and procedures used in processing applications for the PPP. If any such litigation is filed against Middlefield Bank and is not resolved in a manner favorable to Middlefield Bank, it may result in significant financial liability or adversely affect Middlefield Bank’s reputation. In addition, litigation can be costly, regardless of outcome. Any financial liability, litigation costs or reputational damage caused by PPP-related litigation could have a material adverse impact on our business, financial condition and results of operations.

Middlefield Bank also has credit risk on PPP loans if a determination is made by the SBA that there is a deficiency in the manner in which the loan was originated, funded, or serviced by Middlefield Bank, such as an issue with the eligibility of a borrower to receive a PPP loan, which may or may not be related to the ambiguity in the laws, rules and guidance regarding the operation of the PPP. In the event of a loss resulting from a default on a PPP loan and a determination by the SBA that there was a deficiency in the manner in which the PPP loan was originated, funded, or serviced by Middlefield Bank, the SBA may deny its liability under the guaranty, reduce the amount of the guaranty, or, if it has already paid under the guaranty, seek recovery of any loss related to the deficiency from Middlefield Bank.

Other real estate owned (“OREO”). OREO increased $7.2 million from December 31, 2019 to $7.4 million as of December 31, 2020. The increase is the result of the resolution of an isolated commercial real estate loan.

Restricted stock. The Company’s investment in FHLB’s restricted stock increased $1.2 million, or 31.4%, to $5.1 million as of December 31, 2020, compared to $3.8 million as of December 31, 2019.

Premises and equipment, net. The Company’s investment in premises and equipment, net increased $459,000, or 2.6%, to $18.3 million as of December 31, 2020, compared to $17.9 million as of December 31, 2019. This increase is mainly due to improvements to the new Mantua branch location and continued investments in EDP equipment.

Goodwill and other intangibles. Goodwill results from prior business acquisitions and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets. Goodwill is assessed annually for impairment and any such impairment is recognized in the period identified by a charge to earnings.

The process of evaluating goodwill for impairment requires management to make significant estimates and judgments. The use of different estimates, judgments or approaches to estimate fair value could result in a different conclusion regarding impairment of goodwill. Based on the analysis, management has determined that there is no goodwill impairment.

The carrying value of goodwill was $15.1 million at December 31, 2020 and December 31, 2019. The Company considered the negative economic impact resulting from the COVID-19 shutdowns to be a triggering event necessitating a mid-cycle analysis for impairment. The Company performed a quantitative analysis of goodwill as of March 31, 2020 using multiple approaches. The primary methodology was the discounted cash flow approach, while also considering a market approach of comparing to multiples of similar public companies as well as market price with control premiums. The results from each of the primary approaches showed valuation of the reporting unit in excess of carrying value at March 31, 2020. A weighted average of the methodologies resulted in a fair value approximately 18% higher than its carrying value.

Each of the valuation methods used by the Company requires significant assumptions. Depending on the specific method, assumptions are made regarding growth rates, discount rates for cash flows, control premiums, and selected multiples. Changes to any of the assumptions could result in significantly different results. Based on the analysis performed as of March 31, 2020, the Company determined that goodwill was not impaired. The company also performed a qualitative assessment of goodwill as of September 30, 2020 with no resulting goodwill impairment.

The Company also monitors the ongoing value of core deposit intangibles and mortgage servicing rights (“MSR”). As of December 31, 2020, the Company recorded a decrease in core deposit intangibles of $332,000 to $1.7 million while MSR increased $86,000 to $469,000.

Bank-owned life insurance. Bank-owned life insurance (“BOLI”) is universal life insurance, purchased by the Company, on the lives of the Company’s officers. The beneficial aspects of these universal life insurance policies are tax-free earnings and a tax-free death benefit, which are realized by the Company as the owner of the policies. BOLI increased by $427,000 to $16.9 million as of December 31, 2020 from $16.5 million at the end of 2019 as a result of increases in cash surrender value.

Deposits. Interest-earning assets are funded generally by both interest-bearing and noninterest-bearing core deposits. Deposits are influenced by changes in interest rates, economic conditions and competition from other banks. The Company considers various sources when evaluating funding needs, including but not limited to deposits, which represented 98.6% of the Company’s total funding sources at December 31, 2020. The deposit base consists of demand deposits, savings, money market accounts and time deposits. Total deposits increased $204.4 million or 20.0% to $1.23 billion at December 31, 2020 from $1.02 billion at December 31, 2019.

Noninterest-bearing demand, savings, and time deposits are the largest sources of funding for the Company's earning assets, making up a combined 67.8% of total deposits. The total increase in deposits is the result of increases in noninterest-bearing demand, interest-bearing demand, savings, and money market deposits of $100.0 million or 52.2%, $87.9 million or 81.5%, $51.9 million or 27.0%, and $37.7 million or 23.4%, respectively. This increase is net of a decrease in time deposits of $73.1 million or 19.8%, at December 31, 2020. The decrease in time deposits is largely the result of customers’ transition to more liquid deposit accounts during these uncertain times. We expect the migration of maturing deposits to non-maturing deposits to continue in the near term.

The Company avails itself of certain deposit brokers and listing services in an effort to facilitate growth. Although they are often priced favorably relative to FHLB advances, these deposits typically cost more than core deposits. Therefore, an effort is made to minimize them when prudent. Brokered and listing service deposits decreased $50.2 million from $117.1 million at December 31, 2019 to $66.9 million at December 31, 2020. As liquidity continues to strengthen, the need for these deposits will continue to decrease.

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Borrowed funds. The Company uses short and long-term borrowings as another source of funding to benefit asset growth and liquidity needs. These borrowings primarily include FHLB advances, subordinated debt, and lines of credit from other banks. Borrowed funds decreased $787,000 or 4.4% to $17.0 million at December 31, 2020 from $17.8 million at December 31, 2019. The net decrease is a result of a partial shift of funding from FHLB to brokered deposits as well as the repayment of short-term borrowings.

In July 2017, the United Kingdom FCA, which regulates LIBOR, announced that it intends to stop persuading or compelling banks to submit rates for the calculation of LIBOR to the administrator of LIBOR after 2021. Subsequently, in November 2020, the FCA proposed end dates immediately following the December 31, 2021 publication for the one week and two month LIBOR settings, and the June 30, 2023 publication for other LIBOR tenors. These announcements indicate that the continuation of LIBOR on the current basis cannot and will not be guaranteed after December 31, 2021 or June 30, 2023, as applicable. The Company formed a special purpose entity to issue $8.0 million of floating rate mandatorily redeemable trust preferred securities (“TruPS”). The rate on the TruPS adjusts quarterly, equal to LIBOR plus 1.67%. The cessation of LIBOR quotes in 2021 and the uncertainty over possible replacement rates for LIBOR will affect our TruPS. The Company expects a consensus as to what rate or rates may become accepted alternatives to LIBOR in 2021.

Stockholders’ equity. The Company maintains a capital level that exceeds regulatory requirements as a margin of safety for its depositors and shareholders. All of the capital ratios exceeded the regulatory well-capitalized guidelines.

Stockholders’ equity totaled $143.8 million at December 31, 2020, compared to $137.8 million at December 31, 2019, which represents an increase of $6.0 million or 4.4%. Retained earnings increased $4.5 million resulting from net income of $8.3 million, less cash dividends paid of $3.8 million, or $0.60 per share, year-to-date. Common stock increased $269,000, or 0.3%, to $86.9 million at December 31, 2020 from $86.6 million at December 31, 2019. The Company maintains a dividend reinvestment and stock purchase plan. The plan allows shareholders to purchase additional shares of Company stock. A benefit of the plan is to permit the shareholders to reinvest cash dividends as well as make supplemental purchases without the usual payment of brokerage commissions. During 2019, shareholders invested $372,000 through the dividend reinvestment and stock purchase plan. These proceeds resulted in the issuance of 17,866 new shares at a weighted average price of $20.80. There were no new shares issued under this plan during the year ended December 31, 2020. Accumulated other comprehensive income increased by $2.4 million during 2020 primarily due to an increase in the value of the Company’s available-for-sale securities. Treasury stock increased by $1.2 million due to the Company repurchasing 58,200 of its outstanding shares during the year ended December 31, 2020 at a weighted average price of $20.41 per share.

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Average Balance Sheet and Yield/Rate Analysis. The following table sets forth, for the periods indicated, information concerning the total dollar amounts of interest income from interest-earning assets and the resultant average yields, the total dollar amounts of interest expense on interest-bearing liabilities and the resultant average costs, net interest income, interest rate spread and the net interest margin earned on average interest-earning assets. For purposes of this table, average balances are calculated using monthly averages and the average loan balances include nonaccrual loans and exclude the allowance for loan and lease losses, and interest income includes accretion of net deferred loan fees. Yields on tax-exempt securities and loans (tax-exempt for federal income tax purposes) are shown on a fully tax-equivalent basis utilizing a federal tax rate of 21% for the years ended December 31, 2020, 2019, and 2018. Yields and rates have been calculated on an annualized basis utilizing monthly interest amounts.

	For the Twelve Months Ended December 31,
	2020							2019							2018
	Average				Average			Average				Average			Average				Average
(Dollar amounts in thousands)	Balance		Interest		Yield/Cost			Balance		Interest		Yield/Cost			Balance		Interest		Yield/Cost
Interest-earning assets:
Loans receivable (3)	$	1,079,788	$	49,003		4.55	%	$	997,744	$	50,390		5.06	%	$	950,455	$	46,576		4.91	%
Investment securities (3)		109,863		3,381		3.68	%		101,381		3,188		3.77	%		96,856		2,950		3.67	%
Interest-earning deposits with other banks (4)		56,222		254		0.45	%		44,943		947		2.11	%		43,701		831		1.90	%
Total interest-earning assets		1,245,873		52,638		4.28	%		1,144,068		54,525		4.83	%		1,091,012		50,357		4.68	%
Noninterest-earning assets		68,219							61,596							53,964
Total assets	$	1,314,092						$	1,205,664						$	1,144,976
Interest-bearing liabilities:
Interest-bearing demand deposits	$	144,897		445		0.31	%	$	102,550		374		0.36	%	$	120,191		280		0.23	%
Money market deposits		172,587		1,501		0.87	%		167,187		2,438		1.46	%		158,364		1,754		1.11	%
Savings deposits		211,151		510		0.24	%		199,515		1,399		0.70	%		217,270		1,421		0.65	%
Certificates of deposit		347,609		6,506		1.87	%		369,006		8,198		2.22	%		282,602		5,176		1.83	%
Short-term borrowings		22,637		79		0.35	%		14,808		368		2.49	%		42,231		842		1.99	%
Other borrowings		15,629		209		1.34	%		12,986		363		2.80	%		15,914		436		2.74	%
Total interest-bearing liabilities		914,510		9,250		1.01	%		866,052		13,140		1.52	%		836,572		9,909		1.18	%
Noninterest-bearing liabilities:
Noninterest-bearing demand deposits		252,615							199,672							181,067
Other liabilities		4,726							4,040							2,263
Stockholders' equity		142,241							135,900							125,074
Total liabilities and stockholders' equity	$	1,314,092						$	1,205,664						$	1,144,976
Net interest income			$	43,388						$	41,385						$	40,448
Interest rate spread (1)						3.27	%						3.31	%						3.49	%
Net interest margin (2)						3.54	%						3.68	%						3.77	%
Ratio of average interest-earning assets to average interest-bearing liabilities						136.23	%						132.10	%						130.41	%

(1) Interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.

(2) Net interest margin represents net interest income as a percentage of average interest-earning assets.

(3) Tax-equivalent adjustments to calculate the yield on tax-exempt securities and loans were $742, $720, and $682, for 2020, 2019, and 2018, respectively.

(4) Includes dividends received on restriced stock.

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Interest Rates and Interest Differential

	2020 versus 2019									2019 versus 2018
	Increase (decrease) due to									Increase (decrease) due to
(Dollars in thousands)	Volume			Rate			Total			Volume			Rate			Total
Interest-earning assets:
Loans receivable	$	3,942		$	(5,329	)	$	(1,387	)	$	2,357		$	1,457		$	3,814
Investment securities		316			(123	)		193			168			70			238
Interest-bearing deposits with other banks		144			(837	)		(693	)		25			91			116
Total interest-earning assets		4,402			(6,289	)		(1,887	)		2,550			1,618			4,168
Interest-bearing liabilities:
Interest-bearing demand deposits		143			(72	)		71			(52	)		146			94
Money market deposits		63			(1,000	)		(937	)		113			571			684
Savings deposits		55			(944	)		(889	)		(120	)		98			(22	)
Certificates of deposit		(438	)		(1,254	)		(1,692	)		1,750			1,272			3,022
Short-term borrowings		111			(400	)		(289	)		(615	)		141			(474	)
Other borrowings		55			(209	)		(154	)		(81	)		8			(73	)
Total interest-bearing liabilities		(11	)		(3,879	)		(3,890	)		995			2,236			3,231
Net interest income	$	4,413		$	(2,410	)	$	2,003		$	1,555		$	(618	)	$	937

The ratio of net income to average shareholders’ equity and average total assets and certain other ratios are as follows for periods ended December 31:

(Dollars in thousands)	2020			2019			2018
Average total assets	$	1,314,092		$	1,205,664		$	1,144,976
Average shareholders' equity	$	142,241		$	135,900		$	125,074
Net income	$	8,349		$	12,711		$	12,431
Cash dividends declared per share	$	0.60		$	0.57		$	0.59
Return on average total assets		0.64	%		1.05	%		1.09	%
Return on average shareholders' equity		5.87	%		9.35	%		9.94	%
Dividend payout ratio (1)		45.92	%		28.99	%		30.40	%
Average shareholders' equity to average assets		10.82	%		11.27	%		10.92	%

(1) Cash dividends declared on common shares divided by net income

53

Allowance for Loan and Lease Losses. The allowance for loan and lease losses (“ALLL”) represents the amount management estimates is adequate to provide for probable losses inherent in the loan portfolio as of the balance sheet date. Accordingly, all loan losses are charged to the allowance, and all recoveries credited to it. The ALLL is established through a provision for loan losses, which is charged to operations. The provision is based on management's periodic evaluation of the adequacy of the ALLL, taking into account the overall risk characteristics of the various portfolio segments, the Company's loan loss experience, the impact of economic conditions on borrowers, and other relevant factors. The estimates used to determine the adequacy of the ALLL, including the amounts and timing of future cash flows expected on impaired loans, are particularly susceptible to significant change in the near term. The total ALLL is a combination of a specific allowance for identified problem loans and a general allowance for homogeneous loan pools.

The allowance for loan and lease loss balance as of December 31, 2020 totaled $13.5 million representing a $6.7 million increase from the end of 2019. For the year of 2020, the provision for loan losses was $9.8 million which represented an increase of $9.0 million from the $890,000 provided during 2019. During 2020, net charge-offs increased by $1.6 million to $3.1 million compared to $1.6 million in 2019. Two key ratios to monitor asset quality performance are net charge-offs to average loans and the allowance for loan and lease losses to nonperforming loans. At year-end 2020, these ratios were 0.29% and 171.28%, respectively, compared to 0.16% and 76.22% in 2019. During the 2020 third quarter, charge-offs were higher as a result of resolving a large problem commercial loan that was transferred to, and remains in, other real estate owned as of the end of the year.

The specific allowance incorporates the results of measuring impaired loans. The formula allowance is calculated by applying loss factors to outstanding loans by type, excluding loans for which a specific allowance has been determined. Loss factors are based on management's determination of the amounts necessary for concentrations and changes in mix and volume of the loan portfolio, and consideration of historical loss experience.

The non-specific allowance is determined based upon management's evaluation of existing economic and business conditions affecting the key lending areas of the Company and other conditions, such as new loan products, credit quality trends, collateral values, unique industry conditions within portfolio segments that existed as of the balance sheet date, and the impact of those conditions on the collectability of the loan portfolio. Management reviews these conditions quarterly. The non-specific allowance is subject to a higher degree of uncertainty because it considers risk factors that may not be reflected in the historical loss factors.

As a result of the economic turmoil brought on by reactions to the pandemic, management used qualitative factors to protect the balance sheet against potential credit losses. This led to an increase in the ALLL to total loans ratio from 0.69% to 1.22%.

Although management uses the best information available to make the determination of the adequacy of the ALLL at December 31, 2020, future adjustments could be necessary if circumstances or economic conditions differ substantially from the assumptions used in making the initial determinations. A downturn in the local economy could result in increased levels of nonperforming assets and charge-offs, increased loan loss provisions, and reductions in income. See Notes 5 and 20 for discussions on the impact the COVID-19 pandemic has had on the bank’s ALLL assessment. Additionally, as an integral part of the examination process, bank regulatory agencies periodically review a bank’s ALLL. The banking agencies could require the recognition of additions to the loan loss allowance based on their judgment of information available to them at the time of their examination.

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The following table sets forth information concerning the Company's ALLL at the dates and for the periods presented:

	For the Years Ended
	December 31,
(Dollars in thousands)	2020			2019			2018			2017			2016
Allowance balance at beginning of period	$	6,768		$	7,428		$	7,190		$	6,598		$	6,385
Loans charged off:
Commercial real estate:
Owner occupied		(50	)		(32	)		(14	)		(39	)		-
Non-owner occupied		(3,022	)		-			(97	)		-			(70	)
Multifamily		-			-			-			-			-
Residential real estate		(62	)		(361	)		(103	)		(109	)		(414	)
Commercial and industrial		(245	)		(519	)		(610	)		(536	)		(237	)
Home equity lines of credit		(55	)		(162	)		(74	)		(8	)		-
Construction and other		-			-			-			-			-
Consumer installment		(405	)		(735	)		(220	)		(462	)		(22	)
Total loans charged off		(3,839	)		(1,809	)		(1,118	)		(1,154	)		(743	)
Recoveries of loans previously charged-off:
Commercial real estate:
Owner occupied		17			5			-			111			-
Non-owner occupied		74			12			-			-			140
Multifamily		-			-			-			-			-
Residential real estate		42			46			93			220			138
Commercial and industrial		294			82			287			234			90
Home equity lines of credit		84			32			35			21			3
Construction and other		157			74			63			34			-
Consumer installment		22			8			38			81			15
Total recoveries		690			259			516			701			386
Net loans charged off		(3,149	)		(1,550	)		(602	)		(453	)		(357	)
Provision for loan losses		9,840			890			840			1,045			570
Allowance balance at end of period	$	13,459		$	6,768		$	7,428		$	7,190		$	6,598
Loans outstanding:
Average	$	1,079,788		$	997,744		$	950,455		$	857,361		$	565,223
End of period	$	1,104,085		$	984,258		$	992,109		$	923,213		$	609,140
Ratio of allowance for loan and lease losses to loans outstanding at end of period		1.22	%		0.69	%		0.75	%		0.78	%		1.08	%
Net charge-offs to average loans		0.29	%		0.16	%		0.06	%		0.05	%		0.06	%

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The following table illustrates the allocation of the Company's allowance for loan losses for each category of loan for each reported period. The allocation of the allowance to each category is not necessarily indicative of future loss in a particular category and does not restrict our use of the allowance to absorb losses in other loan categories.

	At December 31,
	2020					2019					2018					2017					2016
			Percent of					Percent of					Percent of					Percent of					Percent of
			Loans in Each					Loans in Each					Loans in Each					Loans in Each					Loans in Each
			Category to					Category to					Category to					Category to					Category to
	Amount		Total Loans			Amount		Total Loans			Amount		Total Loans			Amount		Total Loans			Amount		Total Loans
(Dollars in Thousands)
Type of Loans:
Commercial real estate:
Owner occupied	$	1,342		9.34	%	$	801		10.40	%	$	1,313		10.62	%	$	1,464		11.23	%	$	1,119		12.32	%
Non-owner occupied		6,817		28.03			3,382		30.70			2,862		30.68			2,267		28.04			1,828		23.39
Multifamily		461		3.58			340		6.30			473		8.78			301		7.98			181		4.94
Residential real estate		1,683		21.19			726		23.86			761		23.06			1,024		23.95			1,660		30.96
Commercial and industrial		1,353		21.02			456		9.10			969		8.45			999		10.98			448		9.95
Home equity lines of credit		1,405		10.19			932		11.40			820		10.85			736		10.51			1,158		13.50
Construction and other		378		5.76			103		6.77			103		5.86			317		5.28			179		4.20
Consumer installment		20		0.89			28		1.46			127		1.69			82		2.03			25		0.74
Total	$	13,459		100.0	%	$	6,768		100.0	%	$	7,428		100.0	%	$	7,190		100.0	%	$	6,598		100.0	%

Nonperforming assets. Nonperforming assets include nonaccrual loans, loans 90 days or more past due, OREO, and repossessed assets. Real estate owned is written down to fair value at its initial recording and continually monitored for changes in fair value. A loan is classified as nonaccrual when, in the opinion of management, there are serious doubts about collectability of interest and principal. Accrual of interest is discontinued on a loan when management believes, after considering economic and business conditions, the borrower’s financial condition is such that collection of principal and interest is doubtful. Payments received on nonaccrual loans are applied against principal until doubt about collectability ceases.

Nonperforming loans exclude TDRs that are performing in accordance with their terms over a prescribed period of time. TDRs are those loans which the Company, for economic or legal reasons related to a borrower’s financial difficulties, grants a concession to the borrower that the Company would not otherwise consider. The Company has 25 TDRs accruing interest with a balance of $2.6 million as of December 31, 2020, compared to 37 TDRs with a balance of $3.6 million as of December 31, 2019. Nonperforming loans amounted to $7.9 million or 0.7% of total loans and $8.9 million or 0.9% of total loans at December 31, 2020 and December 31, 2019, respectively.

A major factor in determining the appropriateness of the ALLL is the type of collateral which secures the loans. Although this does not insure against all losses, real estate collateral provides substantial recovery, even in a distressed-sale and declining-value environment. The Bank’s objective is to work with the borrower to minimize the burden of the debt service and to minimize the future loss exposure to the Company.

The following table summarizes nonperforming loans by category:

	At December 31,
	2020		2019		2018		2017		2016
	(Dollars in Thousands)
Loans accounted for on a nonaccrual basis
Commercial real estate:
Owner occupied	$	458	$	1,162	$	1,769	$	2,187	$	1,049
Non-owner occupied		3,758		3,289		1,004		1,023		249
Multifamily		-		-		-		-		-
Residential real estate		2,487		2,576		2,260		3,201		3,406
Commercial and industrial		509		946		996		1,120		454
Home equity lines of credit		422		709		471		801		628
Construction and other		-		-		91		101		111
Consumer installment		224		197		4		-		6
Total nonaccrual loans	$	7,858	$	8,879	$	6,595	$	8,433	$	5,903
Accruing loans which are contractually past due ninety days or more	$	-	$	-	$	945	$	-	$	-

Accrual of interest is discontinued on a loan when management believes, after considering economic and business conditions, the borrower's financial condition is such that collection of interest is doubtful. Payments received on nonaccrual loans are applied against principal according to management's assessment of collectability.

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A loan is considered impaired when it is probable the borrower will not repay the loan according to the original contractual terms of the loan agreement, including all troubled debt restructurings. Management has determined that first mortgage loans on one-to-four family properties and all consumer loans represent large groups of smaller-balance homogeneous loans that are to be collectively evaluated. Loans that experience insignificant payment delays, which are defined as 90 days or less, generally are not classified as impaired. A loan is not impaired during a period of delay in payment if the Company expects to collect all amounts due, including interest accrued at the contractual interest rate for the period of delay. Management evaluates all loans identified as impaired individually. The Company estimates credit losses on impaired loans based on the present value of expected cash flows, or the fair value of the underlying collateral if loan repayment is expected to come from the sale or operation of the collateral. Impaired loans, or portions thereof, are charged off when it is determined a realized loss has occurred. Until that time, an allowance for loan and lease loss is maintained for estimated losses.

Interest income that would have been recorded had these loans not been placed on nonaccrual status was $206,000 in 2020, and $257,000 in 2019. Management is not aware of any trends or uncertainties related to any loans classified as doubtful or substandard that might have a material effect on earnings, liquidity, or capital resources.

Changes in Results of Operations

2020 Results Compared to 2019 Results

General The Company posted net income of $8.3 million, compared to $12.7 million for the year ended December 31, 2019. On a per share basis, 2020 earnings were $1.30 per diluted share, representing a decrease from the $1.95 per diluted share for the year ended December 31, 2019. The return on average equity for the year ended December 31, 2020, was 5.87% and the Company’s return on average assets was 0.64%, compared to 9.35% and 1.05%, respectively, for the year ended December 31, 2019.

Net interest income Net interest income, which is the Company’s largest revenue source, is the difference between interest income on earning assets and interest expense paid on liabilities. Net interest income is affected by the changes in interest rates and the composition of interest-earning assets and interest-bearing liabilities. Net interest income increased by $2.0 million in 2020 to $43.4 million compared to $41.4 million for 2019. This increase is the result of a $3.9 million decrease in interest expense with only a $1.9 million decrease in interest and dividend income. Interest-earning assets averaged $1.25 billion during 2020, a year-over-year increase of $101.8 million from $1.14 billion for 2019. The Company’s average interest-bearing liabilities increased from $866.1 million in 2019 to $914.5 million in 2020.

Net interest margin, a key performance indicator, is net interest income as a percentage of total interest-earning assets. For 2020 the net interest margin, measured on a fully taxable-equivalent basis, decreased to 3.54%, compared to 3.68% in 2019. The decline in the net interest margin is attributable to a 51 basis points decrease in the yield on total interest-bearing liabilities partially offset by a decrease of 55 basis points in the yield on total interest-earning assets for the year ended December 31, 2020.

Interest and dividend income Interest and dividend income decreased $1.9 million to $52.6 million for 2020 which is attributable to a $1.4 million decrease in interest and fees on loans. This change was the result of an increase in the average balance of loans receivable, accompanied by a lower yield on the portfolio. The average balance of loans receivable increased by $82.0 million or 8.22% to $1.08 billion for the year ended December 31, 2020 as compared to $997.7 million for the year ended December 31, 2019, which resulted in a $3.9 million increase to interest income. The loans receivable yield decreased to 4.55% for 2020, from 5.06% in 2019, which resulted in a $5.3 million decrease to interest income.     

Interest on investment securities increased $193,000 to $3.4 million for 2020, compared to $3.2 million for 2019. The average balance of investment securities increased $8.5 million to $109.9 million for the year ended December 31, 2020 as compared to $101.4 million for the year ended December 31, 2019. The investment securities yield decreased 9 basis points to 3.68% for 2020, compared to 3.77% for 2019.

Interest expense Interest expense decreased $3.9 million or 29.6% to $9.3 million for 2020, compared with $13.1 million for 2019. This change in interest expense can be partially attributed to an increase in the average balance of interest-bearing liabilities, accompanied by a lower yield on the portfolio. For the year ended December 31, 2020 the average balance of interest-bearing liabilities increased by $48.5 million to $914.5 million as compared to $866.1 million for the year ended December 31, 2019. Interest incurred on deposits decreased by $3.4 million for the year from $12.4 million in 2019 to $9.0 million for year-end 2020. The change in deposit expense was due to an increase in the average balance with a 40 basis point decrease in the cost of deposits during the year. Interest expense incurred on FHLB advances, junior subordinated debt and other borrowings decreased 60.6% from 2019. The decrease was due to a $10.5 million increase in the average balance, offset by 359 basis points decrease in the cost to borrow.

Provision for loan losses The provision for loan losses is an operating expense recorded to maintain the related balance sheet allowance for loan and lease losses at an amount considered adequate to cover probable losses incurred in the normal course of lending. The provision for loan losses for the year ended December 31, 2020 was $9.8 million compared to $890,000 in 2019. The loan loss provision is based upon management's assessment of a variety of factors, including types and amounts of nonperforming loans, historical loss experience, collectability of collateral values and guaranties, pending legal action for collection of loans and related guaranties, and current economic conditions. The loan loss provision reflects management's judgment of the current period cost-of-credit risk inherent in the loan portfolio. Although management believes the loan loss provision has been sufficient to maintain an adequate allowance for loan and lease losses, actual loan losses could exceed the amounts that have been charged to operations.

57

At December 31, 2020, we considered the effect of the economic shutdown to combat COVID-19 on our borrowers and local economy. Although stimulus and mitigation efforts have thus far reduced the impact, we believe an increase to the economic qualitative factors was warranted. The increased provision is largely the result of the resolution of an isolated commercial real estate loan along with increases to the current economic condition’s qualitative factors. The provision attributable to the commercial real estate loan resolution is $2.7 million.

The ratio of nonperforming loans to total loans was 0.71% at December 31, 2020, a decrease from 0.90% at December 31, 2019. The ratio of the allowance for loan and lease losses to total loans increased to 1.22% of total loans at December 31, 2020 compared to 0.69% at December 31, 2019. This is due to an increase in impaired loans and the allowance being adjusted to address the economic slowdown during the twelve months ended December 31, 2020.

Noninterest income Noninterest income increased $1.1 million or 23.7% to $6.0 million for 2020 compared to $4.8 million for 2019. This increase was largely the result of an increase in gain on sale of loans of $1.1 million.

Noninterest expense Operating expenses decreased $245,000, or 0.8% to $29.8 million for 2020 compared to $30.0 million for 2019. The decrease was largely the result of decreases in salaries and employee benefits expense and professional fees of $948,000 and $324,000, respectively. The decrease in salary expense is due to a decrease in profit sharing expense recorded as well as an increase in the deferred costs related to PPP loans. The decrease in professional fees is due to a decrease in attorney’s fees along with a decrease in the number of past due customers from the prior year. This decrease was partially offset by increases in other expense and data processing costs of $470,000 and $442,000, respectively. The increase in data processing costs is due to new and increased costs of processing agreements, and the increase in other expense is due to increases in miscellaneous loan expenses, postage, and sundry gains and losses.

Provision for income taxes The provision for income taxes decreased by $1.2 million, or 45.9%, to $1.4 million for 2020 from $2.6 million for 2019. The Company’s effective federal income tax rate in 2020 was 14.4% compared to 16.9% in 2019.

Asset and Liability Management

The primary objective of the Company’s asset and liability management function is to maximize net interest income while maintaining an acceptable level of interest rate risk given the Company’s operating environment, capital and liquidity requirements, performance objectives and overall business focus. The principal determinant of the exposure of the Company’s earnings to interest rate risk is the timing difference between the re-pricing or maturity of interest-earning assets and the re-pricing or maturity of its interest-bearing liabilities. The Company’s asset and liability management policies are designed to decrease interest rate sensitivity primarily by shortening the maturities of interest-earning assets while at the same time extending the maturities of interest-bearing liabilities. The Board of Directors of the Company continues to believe in a strong asset/liability management process in order to insulate the Company from material and prolonged increases in interest rates.

The Company’s Board of Directors has established an Asset and Liability Management Committee consisting of outside directors and senior management. This committee, which meets quarterly, generally monitors asset and liability management policies and strategies.

Liquidity and Capital Resources

Liquidity. Liquidity management involves monitoring the ability to meet the cash flow needs of bank customers, such as borrowings or deposit withdrawals, as well as the Company’s own financial commitments. The principal sources of liquidity are net income, loan payments, maturing and principal reductions on securities and sales of securities available for sale, federal funds sold and cash and deposits with banks. Along with its liquid assets, the Company has additional sources of liquidity available to ensure adequate funds are available as needed. These include, but are not limited to, the purchase of federal funds, the ability to borrow funds under line of credit agreements with correspondent banks, a borrowing agreement with the Federal Home Loan Bank of Cincinnati, brokered deposits, and the adjustment of interest rates to obtain deposits. Management believes the Company has the capital adequacy, profitability and reputation to meet the current and projected needs of its customers.

Liquidity is managed based on factors including core deposits as a percentage of total deposits, the degree of funding source diversification, the allocation and amount of deposits among deposit types, the short-term funding sources used to fund assets, the amount of non-deposit funding used to fund assets, the availability of unused funding sources, off-balance sheet obligations, the availability of assets readily converted to cash without undue loss, the amount of cash and liquid securities we hold, and the re-pricing characteristics and maturities of our assets when compared to the re-pricing characteristics of our liabilities and other factors.

58

The Company's liquid assets consist of cash and cash equivalents, which include investments in very short-term investments (i.e., federal funds sold), equity securities, and investment securities classified as available for sale. The level of these assets is dependent on the Company's operating, investing, and financing activities during any given period. At December 31, 2020, cash and cash equivalents totaled $112.4 million or 8.1% of total assets, equity securities totaled $609,000 or 0.0% of total assets, and investment securities classified as available for sale totaled $114.4 million or 8.2% of total assets. Management believes that the liquidity needs of the Company are satisfied by the current balance of cash and cash equivalents, readily available access to traditional funding sources, FHLB advances, junior subordinated debt, brokered deposits, and the portion of the investment and loan portfolios that mature within one year. These sources of funds will enable the Company to meet cash obligations and off-balance sheet commitments as they come due.

Operating activities provided net cash of $15.1 million and $13.5 million for 2020 and 2019, respectively, generated principally from net income of $8.3 million and $12.7 million in these respective periods.

Investing activities used net cash of $135.3 million, which consisted primarily of an increase in loans of $127.9 million. Also included in this usage are investment purchases of $24.1 million. Partially offsetting the usage are the proceeds from investment repayments and maturities of $18.2 million. For the same period ended 2019, investing activities provided $276,000 which consisted primarily of available-for-sale securities trading activity. The cash provided primarily consisted of proceeds from repayments and maturities of investments and the sale of securities of $17.7 million, and $12.3 million, respectively. Partially offsetting the proceeds is the usage from investment purchases of $35.0 million.

Financing activities consist of the solicitation and repayment of customer deposits, borrowings and repayments and the payment of dividends. During 2020, net cash provided by financing activities totaled $197.5 million, principally derived from an increase in deposits of $204.4 million. Partially offsetting the proceeds are decreases in short-term borrowings, net, of $5.1 million and the payment of $3.8 million in cash dividends. During 2019, net cash used in financing activities totaled $86.6 million, principally derived from a decrease in short-term borrowings, net, of $85.3 million. Partially offsetting the usage are proceeds from the net increase in deposits of $4.8 million.

Liquidity may be adversely affected by many circumstances, including unexpected deposit outflows and increased draws on lines of credit. Management monitors projected liquidity needs and determines the desirable level based in part on the Company's commitment to make loans and management's assessment of the Company's ability to generate funds. The Company anticipates having sufficient liquidity to satisfy estimated short and long-term funding needs.

Capital Resources. The Company's primary source of capital is retained earnings. Historically, the Company has generated net retained income to support normal growth and expansion. Management has developed a capital planning policy to not only ensure regulatory compliance but capital adequacy for future expansion.

Registrant's Common Equity and Related Stockholder Matters

The Company had approximately 978 stockholders of record as of December 31, 2020. The Company’s common stock is traded and authorized for quotation on NASDAQ under the symbol “MBCN.” The Company currently expects consistency in the payout of future cash dividends.

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MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is 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.

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.

A material weakness is a significant deficiency (as defined in Public Company Accounting Oversight Board Auditing Standard No. 5), or a combination of significant deficiencies, that results in there being more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by management or employees in the normal course by management or employees in the normal course of performing their assigned functions.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on this assessment, management believes that, as of December 31, 2020, the Company’s internal control over financial reporting was effective.

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting.  Management's report was not subject to attestation by the Company's registered public accounting firm because section 989G of the Dodd Frank Act exempts smaller reporting companies from the requirement of an attestation by registered public accountants concerning internal controls over financial reporting.

/s/ Thomas G. Caldwell

By: Thomas G. Caldwell

President and Chief Executive Officer

(Principal Executive Officer)

Date: March 12, 2021

/s/ Donald L. Stacy

By: Donald L. Stacy

Treasurer

(Principal Financial & Accounting Officer)

Date: March 12, 2021

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