UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20552 FORM 10 - Q [X] QUARTERLY REPORT UNDER SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2002 [_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission File Number 33-23094 ------------------------------- Middlefield Banc Corp. (Exact name of registrant as specified in its charter) Ohio 34 - 1585111 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 15985 East High Street, Middlefield, Ohio 44062-0035 (Address of principal executive offices) (440) 632-1666 (Registrant's telephone number, including area code) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No [X] State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date: Class: Common Stock, without par value Outstanding at August 9, 2002: 1,155,691 MIDDLEFIELD BANC CORP. INDEX Page Number ------ PART I - FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheet (Unaudited) as of June 30, 2002 and December 31, 2001 3 Consolidated Statement of Income (Unaudited) for the Three Months ended June 30, 2002 and 2001 4 Consolidated Statement of Changes in Stockholders' Equity (Unaudited) 5 Consolidated Statement of Cash Flow (Unaudited) for the Three Months ended June 30, 2002 and 2001 6 Notes to Unaudited Consolidated Financial Statements 7-10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11- Item 3. Quantitative and Qualitative Disclosures About Market Risk 14-15 PART II - OTHER INFORMATION Item 1. Legal Proceedings 19 Item 2. Changes in Securities 19 Item 3. Default Upon Senior Securities 19 Item 4. Submissions of Matters to a Vote of Security Holders 19 Item 5. Other Information 19 Item 6. Exhibits and Reports on Form 8 - K 19-20 SIGNATURES 21 -2- MIDDLEFIELD BANC CORP. CONSOLIDATED BALANCE SHEET (Unaudited) June 30, December 31, 2002 2001 ------------ --------------- ASSETS Cash and due from banks $ 6,268,312 $ 3,443,435 Federal funds sold 3,150,000 2,450,000 ------------- -------------- Cash and cash equivalents 9,418,312 5,893,435 Interest-bearing deposits in other institutions 1,149,066 1,240,207 Investment securities available for sale 25,423,981 21,179,786 Investment securities held to maturity (estimated market value of $7,851,197 and $10,471,978)) 7,624,800 10,229,068 Loans 164,357,893 152,828,355 Less allowance for loan losses 2,162,043 2,062,252 ------------- -------------- Net loans 162,195,850 150,766,103 Premises and equipment 6,328,866 6,244,797 Accrued interest and other assets 2,474,675 2,304,568 ------------- -------------- TOTAL ASSETS $ 214,615,550 $ 197,857,964 ============= ============== LIABILITIES Deposits: Noninterest-bearing demand $ 26,039,948 $ 24,952,407 Interest-bearing demand 7,597,162 6,523,152 Money market 9,371,154 7,940,807 Savings 46,806,973 41,518,906 Time 88,980,091 86,447,456 ------------- -------------- Total deposits 178,795,328 167,382,728 Short-term borrowings 1,095,161 660,678 Other borrowings 13,148,641 9,301,334 Accrued interest and other liabilities 907,721 726,417 ------------- -------------- TOTAL LIABILITIES 193,946,851 178,071,157 ------------- -------------- STOCKHOLDERS' EQUITY Common stock, no par value; 5,000,000 shares authorized, 1,204,463 and 1,203,633 shares issued 7,735,893 6,287,011 Retained earnings 14,116,847 14,842,519 Accumulated other comprehensive income 292,399 133,717 Treasury stock, at cost (45,722 shares) (1,476,440) (1,476,440) ------------- -------------- TOTAL STOCKHOLDERS' EQUITY 20,668,699 19,786,807 ------------- -------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 214,615,550 $ 197,857,964 ============= ============== See accompanying notes to unaudited consolidated financial statements. MIDDLEFIELD BANC CORP. CONSOLIDATED STATEMENT OF INCOME (Unaudited) Six Months Ended Three Months Ended June 30, June 30, 2002 2001 2002 2001 ----------- ----------- ------------ ------------ INTEREST INCOME Interest and fees on loans $ 6,078,155 $ 5,771,403 $ 3,078,538 $ 2,949,453 Interest-bearing deposits in 30,063 29,189 13,627 14,085 other institutions Federal funds sold 25,060 96,882 9,407 54,215 Investment securities: Taxable interest 581,569 625,116 296,483 325,235 Tax-exempt interest 210,616 239,470 101,085 119,646 ------------ ----------- ------------ ------------ Total interest income 6,925,463 6,762,060 3,499,140 3,462,634 ------------ ---------- ------------ ------------ INTEREST EXPENSE Deposits 2,744,626 3,099,466 1,356,054 1,584,742 Short-term borrowings 3,546 9,103 2,274 4,209 Other borrowings 300,156 272,208 153,932 136,200 ------------ ----------- ------------ ------------ Total interest expense 3,048,328 3,380,777 1,512,260 1,725,151 ------------ ----------- ------------ ------------ NET INTEREST INCOME 3,877,135 3,381,283 1,986,880 1,737,483 Provision for loan losses 150,000 80,000 75,000 41,000 ------------ ----------- ------------ ------------ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 3,727,135 3,301,283 1,911,880 1,696,483 ------------ ----------- ------------ ------------ NONINTEREST INCOME Service charges on deposit accounts 467,048 455,660 244,138 233,619 Other income 77,744 70,780 39,577 34,156 ------------ ------------ ----------- ------------ Total noninterest income 544,792 526,440 283,715 267,775 ------------ ----------- ------------ ------------ NONINTEREST EXPENSE Salaries and employee benefits 1,251,923 1,150,031 659,858 604,664 Occupancy expense 175,202 148,212 87,960 68,051 Equipment expense 164,375 141,802 81,167 80,966 Data processing costs 169,131 139,053 84,163 74,139 Ohio state franchise tax 135,050 120,050 67,500 60,000 Other expense 709,413 628,386 365,024 349,406 ------------ ----------- ------------ ------------ Total noninterest expense 2,605,094 2,327,534 1,345,672 1,237,226 ------------ ----------- ------------ ------------ Income before income taxes 1,666,833 1,500,189 849,923 727,032 Income taxes 546,000 471,500 278,000 235,600 ------------ ----------- ------------ ------------ NET INCOME $ 1,120,833 $ 1,028,689 $ 571,923 $ 491,432 ============ =========== ============ ============ EARNINGS PER SHARE Basic $ 0.97 0.89 $ 0.49 $ 0.42 Diluted 0.97 0.89 0.49 0.42 See accompanying notes to unaudited consolidated financial statements. MIDDLEFIELD BANC CORP. CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) Accumulated Other Total Common Retained Comprehensive Treasury Stockholders' Comprehensive Stock Earnings Income Stock Equity Income ------------ ------------ ------------- ----------- ------------- ------------- Balance, December 31, 2001 $ 6,287,011 $ 14,842,519 $ 133,717 $(1,476,440) $19,786,807 Net income 1,120,833 1,120,833 $ 1,120,833 Other comprehensive income: Unrealized gain on available for sale securities net of taxes of $52,508 158,682 158,682 158,682 ----------- Comprehensive income $ 1,279,515 =========== Stock options exercised 18,960 18,960 Stock dividend 1,429,922 (1,434,607) (4,685) Cash dividends ($.35 per share) (411,898) (411,898) ------------ ------------ ------------ ----------- ----------- Balance, June 30, 2002 $ 7,735,893 $ 14,116,847 $ 292,399 $(1,476,440) $20,668,699 ============ ============ ============ =========== =========== See accompanying notes to unaudited consolidated financial statements. MIDDLEFIELD BANC CORP. CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) Six Months Ended June 30, 2002 2001 ------------ ------------ OPERATING ACTIVITIES Net income $ 1,120,833 $ 1,028,689 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 150,000 80,000 Depreciation and amortization 162,392 147,114 Amortization of premium and discount on investment securities 53,587 30,619 Amortization of net deferred loan costs (fees) (121,255) 3,801 Increase in accrued interest receivable (99,375) (3,774) Increase (decrease) in accrued interest payable (91,871) 122,335 Other, net (93,732) (300,609) ------------ ------------ Net cash provided by operating activities 1,080,579 1,108,175 ------------ ------------ INVESTING ACTIVITIES Decrease (increase) in interest-bearing deposits in other institutions, net 91,141 (355,000) Investment securities available for sale: Proceeds from repayments and maturities 2,362,510 2,990,291 Purchases (6,405,134) (8,682,229) Investment securities held to maturity: Proceeds from repayments and maturities 2,589,537 4,908,952 Increase in loans, net (11,458,492) (8,071,917) Sale (purchase) of Federal Home Loan Bank Stock 214,430 (106,800) Purchase of premises and equipment (246,461) (210,458) ------------ ------------ Net cash used for investing activities (12,852,469) (9,527,161) ------------ ------------ FINANCING ACTIVITIES Net increase in deposits 11,412,600 8,409,268 Increase (decrease) in short-term borrowings, net 434,483 (115,591) Repayment of other borrowings (152,693) (243,387) Proceeds from other borrowings 4,000,000 -- Exercise of stock options 18,960 -- Cash dividends (416,583) (308,827) ------------ ------------ Net cash provided by financing activities 15,296,767 7,741,463 Increase (decrease) in cash and cash equivalents 3,524,877 (677,522) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 5,893,435 4,839,875 ------------ ------------ CASH AND CASH EQUIVALENTS AT END OF YEAR $ 9,418,312 $ 4,162,353 ============ ============ SUPPLEMENTAL INFORMATION Cash paid during the year for: Interest on deposits and borrowings $ 3,140,199 $ 3,258,442 Income taxes 254,000 510,000 See accompanying notes to unaudited consolidated financial statements. MIDDLEFIELD BANC CORP. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - BASIS OF PRESENTATION The consolidated financial statements of Middlefield Banc Corp. ("Middlefield") includes its wholly owned subsidiary, The Middlefield Banking Company (the "Bank"). All significant intercompany items have been eliminated. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions for Form 10-Q and Article 10 of Regulation S-X. In Management's opinion, the financial statements include all adjustments, consisting of normal recurring adjustments, that Middlefield considers necessary to fairly state Middlefield's financial position and the results of operations and cash flows. The balance sheet at December 31, 2001, has been derived from the audited financial statements at that date but does not include all of the necessary informational disclosures and footnotes as required by accounting principles generally accepted in the United States of America. The accompanying financial statements should be read in conjunction with the financial statements and notes thereto included with Middlefield's Form 10-K (File No. 33-23094). The results of Middlefield's operations for any interim period are not necessarily indicative of the results of Middlefield's operations for any other interim period or for a full fiscal year. NOTE 2 - EARNINGS PER SHARE Middlefield provides dual presentation of Basic and Diluted earnings per share. Basic earnings per share utilizes net income as reported as the numerator and the actual average shares outstanding as the denominator. Diluted earnings per share includes any dilutive effects of options, warrants, and convertible securities. There are no convertible securities that would affect the numerator in calculating basic and diluted earnings per share; therefore, net income as presented on the Consolidated Statement of Income will be used as the numerator. The following tables set forth the composition of the weighted-average common shares (denominator) used in the basic and diluted earnings per share computation. For the Six For the Three Months Ended Months Ended June 30, June 30, 2002 2001 2002 2001 ---------- ----------- ---------- ---------- Weighted average common shares outstanding 1,204,149 1,203,633 1,204,387 1,203,633 Average treasury stock shares (45,722) (45,722) (45,722) (45,722) ---------- ----------- ---------- ---------- Weighted average common shares and common stock equivalents used to calculate basic earnings per share 1,158,427 1,157,911 1,158,665 1,157,911 ========== =========== ========== ========== Additional common stock equivalents (stock options) used to calculate diluted earnings per share 822 1,902 531 1,827 ---------- ----------- ---------- ---------- Weighted average common shares and common stock equivalents used to calculate diluted earnings per share 1,159,249 1,159,813 1,159,196 1,159,738 ========== =========== ========== ========== Net Income 1,120,833 1,028,689 571,923 491,432 ========== =========== ========== ========== Options to purchase 9,975 shares of common stock at prices from $31.00 to $31.75 per share were outstanding during for all periods of 2002 and 2001 but were not included in the computation of diluted EPS because to do so would have been anti-dilutive. NOTE 3 - COMPREHENSIVE INCOME The components of comprehensive income consist exclusively of unrealized gains and losses on available for sale securities. For the three months ended June 30, 2002, this activity is shown under the heading Comprehensive Income as presented in the Consolidated Statement of Changes in Stockholders' Equity (Unaudited). For the six months ended June 30, 2001, comprehensive income totaled $1,132,239. For the three months ended June 30, 2002 and 2001, comprehensive income totaled $789,583 and $493,054, respectively. NOTE 4- STOCK DIVIDEND The Board of Directors approved a five percent stock dividend to stockholders of record as of June 1, 2002 payable June 14, 2002. As a result of the dividend, 54,997 additional shares of the Company's common stock were issued, common stock was increased by $1,429,922 and retained earnings decreased by $1,434,607. Fractional shares paid were paid in cash. All average shares outstanding and all per share amounts included in the financial statements are based on the increased number of shares after giving retroactive effect to the stock dividend. NOTE 5- RECENT ACCOUNTING PRONOUNCEMENTS In July, 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (FAS) No. 141, Business Combinations, effective for all business combinations initiated after June 30, 2001, as well as all business combinations accounted for by the purchase method that are completed after June 30, 2001. The new statement requires that the purchase method of accounting be used for all business combinations and prohibits the use of the pooling-of-interests method. FAS No. 141 also specifies criteria which must be met for intangible assets acquired in a purchase method business combination to be recognized and reported apart from goodwill. The adoption of FAS No. 141 did not have a material effect on the Company's financial position or results of operations. On January 1, 2002, the Company adopted FAS No. 142, Goodwill and Other Intangible Assets, effective for fiscal years beginning after December 15, 2001. This statement changes the accounting for goodwill from an amortization method to an impairment-only approach. Thus, amortization of goodwill, including goodwill recorded in past business combinations, will cease upon adoption of this statement. However, this new statement did not amend FAS No. 72, Accounting for Certain Acquisitions of Banking or Thrift Institutions, which requires recognition and amortization of unidentified intangible assets relating to the acquisition of financial institutions or branches thereof. The FASB has undertaken a limited scope project to reconsider the provisions of FAS No. 72 in 2002 and has issued an exposure draft of a proposed statement, Acquisitions of Certain Financial Institutions, that would remove acquisitions of financial institutions from the scope of FAS No. 72. The adoption of this proposed statement would require all goodwill originating from acquisitions that meet the definition of a business combination as defined in Emerging Issues Task Force Issue ("EITF") No. 98-3 to be discontinued. The adoption of FAS No. 142 did not have a material effect on the Company's financial position or results of operations. In August 2001, the FASB issued FAS No. 143, Accounting for Asset Retirement Obligations, which requires that the fair value of a liability be recognized when incurred for the retirement of a long-lived asset and the value of the asset be increased by that amount. The statement also requires that the liability be maintained at its present value in subsequent periods and outlines certain disclosures for such obligations. The new statement takes effect for fiscal years beginning after June 15, 2002. The adoption of this statement, which is effective January 1, 2003, is not expected to have a material effect on the Company `s financial statements. On January 1, 2002, the Company adopted FAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. FAS 144 supercedes FAS 121 and applies to all long-lived assets (including discontinued operations) and consequently amends APB Opinion No. 30, Reporting Results of Operations-Reporting the Effects of Disposal of a Segment of a Business. FAS 144 requires that long-lived assets that are to be disposed of by sale be measured at the lower of book value or fair value less costs to sell. The adoption of FAS No. 144 did not have a material effect on the Company's financial statements. In April 2002, the FASB issued FAS No. 145, "Recission of FASB Statement No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections". FAS No. 145 rescinds FAS No. 4, which required all gains and losses from extinguishment of debt to be aggregated and, if material, classified as an extraordinary item, net of related income tax effect. As a result, the criteria in Opinion 30 will now be used to classify those gains and losses. This statement also amends FASB FAS No. 13 to require that certain lease modifications that have economic effects similar to sale-leaseback transactions be accounted for in the same manner as sale-leaseback transactions. This statement also makes technical corrections to existing pronouncements, which are not substantive but in some cases may change accounting practice. FAS No. 145 is effective for transactions occurring after May 15, 2002. The adoption of FAS No. 145 did not have a material effect on the Company's financial position or results of operations. In July 2002, the FASB issued FAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, which requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. This statement replaces EITF Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (Including Certain Costs Incurred in a Restructuring). The new statement will be effective for exit or disposal activities initiated after December 31, 2002, the adoption of which is not expected to have a material effect on the Company's financial statements. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General On July 30, 2002 the President signed into law the Sarbanes-Oxley Act of 2002 (the Act), following an investigative order proposed by the SEC on chief financial officers and chief executive officers of 947 large public companies on June 27, 2002. Additional regulations are expected to be promulgated by the SEC. As a result of the accounting restatements by large public companies, the passage of the Act and regulations expected to be implemented by the SEC, publicly-registered companies, such as the Company, will be subject to additional and more cumbersome reporting regulations and disclosure. These new regulations, which are intended to curtail corporate fraud, will require certain officers to personally certify certain SEC filings and financial statements and will require additional measures to be taken by our outside auditors, officers and directors. The loss of investor confidence in the stock market and the new laws and regulations will increase non-interest expenses of the Company and could adversely affect the prices of publicly-traded stocks, such as the Company. . The Private Securities Litigation Act of 1995 contains safe harbor provisions regarding forward-looking statements. Forward-looking statements can be identified by terminology such as "believes," "expects," "anticipates," "estimates," "intends," "should," "will," "plans," "potential" and similar words. Forward-looking statements are also statements that are not statements of historical fact. Forward-looking statements necessarily involve risks and uncertainties. They are merely predictive or statements of probabilities, involving known and unknown risks, uncertainties and other factors. If one or more of these risks of uncertainties occurs or if the underlying assumptions prove incorrect, actual results in 2002 and beyond could differ materially from those expressed in or implied by the 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 Middlefield's control. Although Middlefield believes its estimates and assumptions are reasonable, actual results could vary materially from those shown. Inclusion of forward-looking information in this Form 10-Q does not constitute a representation by Middlefield or any other person that the indicated results will be achieved. Investors are cautioned not to place undue reliance on forward-looking information. Comparison of Financial Condition at June 30, 2002 and December 31, 2001. Total assets increased $16.8 million to $214.6 million at June 30, 2002 from $197.9 million at December 31, 2001. This increase primarily resulted from an increase in net loans receivable of $11.5 million and cash and cash equivalents of $3.5 million that was funded by net increases in deposits and borrowings of $11.4 million and $4.3 million, respectively. Cash and cash equivalents increased to $9.4 million at June 30, 2002 as compared to $5.9 million at December 31, 2001. This increase resulted from temporary fluctuations with correspondent banks due to the timing of customer activity. Investment securities available for sale increased to $25.4 million at June 30, 2002 from $21.2 million at December 31, 2001. Meanwhile, investment securities held to maturity decreased to $7.6 million at June 30, 2002 from $10.2 million at December 31, 2001. The net increases in the investment securities portfolios were funded with an influx of deposits coupled with the reinvestment of called and matured securities during the year. Total loans increased to $164.4 million at June 30, 2002 from $152.8 million at December 31, 2001. The increase in net loans receivable resulted from the economic health of Middlefield's market area and the strategic, service-oriented marketing approach taken by management to meet the lending needs of the area. The majority of the increased lending activity is predominately residential mortgage and commercial real estate loans. Such loans grew $7.8 million and $7.2 million, respectively, at June 30, 2002. The increased lending is attributed to continued customer referrals and Middlefield's overall relationship with its customers. Offsetting these increases were net repayments on commercial loans of approximately $2.5 million. The allowance for loan losses represents the amount that 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 are credited to it. At June 30, 2002, Middlefield's allowance for loan losses increased approximately $100,000 to $2.2 million. The allowance for loan 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 losses, taking into account 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 to determine the adequacy of the allowance for loan losses, 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 allowance for loan losses is a combination of a specific allowance for identified problem loans, a formula allowance, and an unallocated allowance. Total deposits increased to $178.8 million at June 30, 2002 from $167.4 million at December 31, 2001. Growth was primarily concentrated in savings and time deposits and resulted from the continual marketing efforts by management, as well as customer preferences to readily accessible deposit products. Such accounts grew by $5.3 million and $2.5 million, respectively, during the period. Other borrowings increased to $13.1 million at June 30, 2002 from $9.3 million at December 31, 2001. This increase was the result of an additional $4.0 million in Federal Home Loan Bank borrowings to be repaid over a ten-year period. As noted previously, the proceeds from this borrowing were used to fund loan demand. Total stockholders' equity increased to $20.7 million at June 30, 2002 due to net income of $1,121,000 that was offset partially by dividend payments of $412,000 and an increase in accumulated other comprehensive income of $159,000. Accumulated other comprehensive income increased as a result of changes in the net unrealized gain on investment securities available for sale due to fluctuations in interest rates. Because of interest rate volatility, accumulated other comprehensive income could materially fluctuate for each interim period and year-end period depending on economic and interest rate conditions. Middlefield declared a 5.0% stock dividend during the period that resulted in a transfer between retained earnings and common stock of approximately $1.4 million. In addition, future dividend policies will be determined by the Board of Directors in light of the earnings and financial condition of Middlefield, including applicable governmental regulations and policies. Comparison of Results of Operations for the Six and Three Months Ended June 30, 2002 and 2001. Middlefield recorded net income of $1,121,000 for the six month period ended June 30, 2002 as compared to net income of $1,029,000 for the same period ended June 30, 2001. This increase in net income was due to the significant growth in net interest income of $496,000 while offset by increases in noninterest expense and the provision for loan losses of $277,000 and $70,000 respectively. Basic and diluted earnings per share increased to $.97 per share for the six months ended June 30, 2002 from $.89 per share for the same period ended 2001. For the three months ended June 30, 2002, Middlefield recorded net income of $572,000, or $.49 per share from $491,000 or $.42 per share for the same period ended June 30, 2001. Net interest income for the six months ended June 30, 2002 increased to $3,877,000, compared to $3,381,000 for the same period ended 2001. Interest income for the first six months of 2002 was $6,925,000 as compared to $6,762,000 for the same period ended 2001. This increase of $163,000 was influenced primarily by an increase in interest earned on loans receivable of $307,000, while offset by decreases in interest earned on investment securities and federal funds sold of $72,000 and $71,000, respectively. Although Middlefield intentionally caused a decrease to its interest rate yields, interest income was driven by increases in average balances of interest-earning assets. The average balance of loans receivable increased $19.8 million to $157.9 million during 2002, as compared to $138.1 million for the 2001 period. The tax-equivalent yield on interest earning assets decreased to 7.21% for the six months ended 2002 from 7.87% for same period ended 2001, and primarily resulted from a 66 basis point and 52 basis point decrease in loans receivable and investment securities, respectively. During 2001, the Federal Reserve Board adopted a policy of aggressive interest rate reduction that resulted in this adverse impact on the yield on earning assets. Interest expense decreased $332,000 for the six months ended June 30, 2002 to $3,048,000 from $3,381,000 for the same period ended 2001. Interest expense incurred on deposits decreased $355,000 for the six months ended June 30, 2002 as compared to the same period ended 2001. This was primarily attributable to a declining interest rate environment which resulted in the cost of funds decreasing to 3.92% for the six months ended June 30, 2002 from 4.84% for the same period 2001. Offsetting the declining rates was an increase in the average balance of interest-bearing liabilities of $19.7 million to $158.9 million for the six months ended June 30, 2002. In particular, the average balance of savings and certificates of deposits increased $11.1 million and $5.6 million, respectively. As noted previously, such increases were the result of the competitively priced products being marketed throughout Middlefield's market area. Net interest income for the three months ended June 30, 2002 increased to $1,987,000, compared to $1,737,000 for the same period ended 2001. While interest income for the three months ended June 30, 2002 remained relatively unchanged, fluctuations within the earning assets mix resulted in increases in interest earned on loans of $129,000 that were offset mostly by reductions to interest earned on investments and federal funds sold of $47,000 and $45,000, respectively. The average balance of loans receivable increased $20.3 million to $160.9 million during 2002, as compared to $140.6 million for the 2001 period. The tax-equivalent yield on interest earning assets decreased to 7.17% for the three months ended June 30, 2002 from 7.94% for same period ended 2001, and primarily resulted from a 79 basis point and 73 basis point decrease in investment securities and loans receivable, respectively. As noted previously, the Federal Reserve Board adopted a policy of aggressive interest rate reduction in 2002 that resulted in this adverse impact on the yield on earning assets. Meanwhile, the decrease in interest expense was primarily the effect of a declining cost of funds for the three months ended June 30, 2002 to 3.92% from 4.84% for the same period ended 2001. These reductions that resulted in a $229,000 decline in interest incurred on deposits were offset somewhat by an increase in the average balance of interest bearing liabilities of $11.7 million. As noted above, the competitive pricing strategy of Middlefield has contributed to these increases in deposit balances. Total non-interest income for the six and three months ended June 30, 2002 remained relatively unchanged from 2001. Noninterest income items are primarily comprised of service charges and fees on deposit account activity, along with fee income derived from other financial related services. Total non-interest expenses increased $278,000 and $108,000 for the six and three months ended June 30, 2002, respectively, as compared to the same period ended 2001. Compensation and employee benefits increased $102,000 and $55,000, respectively, primarily as a result of normal merit raises. Occupancy and equipment expenses increased $49,000 and $20,000, respectively, as a result of added capital expenditures in prior years, in particular the Chardon branch which became operational in 2001. As a result of increased transaction activity from operating a larger organization, data processing expenses increased $30,000 and $10,000, respectively, during 2002 as compared to 2001. In addition, other expenses increased $81,000 and $16,000, respectively, as a result of costs incurred for professional fees associated with outside assistance in complying with the increased levels of regulatory compliance of a publicly reported company. Middlefield has also purchased land for expansion of a new branch network in early 2003, and anticipates incurring additional capital and operational expenditures in the next twelve months. LIQUIDITY Liquidity management for Middlefield is measured and monitored on both a short and long-term basis, thereby allowing management to better understand and react to emerging balance sheet trends. After assessing actual and projected cash flow needs, management seeks to obtain funding at the most economical cost to Middlefield. Both short and long-term liquidity needs are addressed by maturities and sales of investment securities, loan payments and maturities, and liquidating money market investments such as federal funds sold. The use of these resources, in conjunction with access to credit, provide the core ingredients to meet depositor, borrower, and creditor needs. Middlefield's liquid assets consist of cash and cash equivalents, which include investments in very short-term investments (i.e., federal funds sold), and investment securities classified as available for sale. The level of these assets is dependent on Middlefield's operating, investing, and financing activities during any given period. At June 30, 2002, cash and cash equivalents totaled $9.4 million or 4.4% of total assets while investment securities classified as available for sale totaled $25.4 million or 11.8% of total assets. Management believes that the liquidity needs of Middlefield are satisfied by the current balance of cash and cash equivalents, readily available access to traditional funding sources, FHLB advances, and the portion of the investment and loan portfolios that mature within one year. These sources of funds will enable Middlefield to meet cash obligations and off-balance sheet commitments as they come due. Operating activities provided net cash of $1.1 million for both six month periods ended June 30, 2002 and 2001, and were generated principally from net income of approximately $1.1 million and $1.0 million for both periods. Investing activities used $12.9 million and $9.5 million in funds during the six months of 2002 and 2001, respectively. These cash usages primarily consisted of loan originations of $11.5 million and $8.1 million, respectively. Financing activities consist of the solicitation and repayment of customer deposits, and borrowings and repayment. During the six months ended June 30, 2002, net cash provided by financing activities totaled $15.3 million, principally derived from an increase in deposit accounts in general, and savings deposits specifically. Also contributing to this influx of cash was proceeds from borrowings of $6.0 million that was offset slightly by repayments of $2.2 million. During the same period ended 2001, net cash provided by financing activities was $7.7 million, and consisted almost entirely of an increase in deposit accounts. Liquidity may be adversely affected by unexpected deposit outflows, excessive interest rates paid by competitors, and similar matters. Management monitors projected liquidity needs and determines the level desirable, based in part on the bank's commitment to make loans, as well as management's assessment of Middlefield's ability to generate funds. Middlefield anticipates it will have sufficient liquidity available to meet estimated short-term and long-term funding needs. CAPITAL RESOURCES Middlefield is subject to federal regulations that impose certain minimum capital requirements. Management monitors both Middlefield's and the Bank's Total risk-based, Tier I risk-based and Tier I leverage capital ratios in order to assess compliance with regulatory guidelines. At June 30, 2002, both Middlefield and the Bank exceeded the minimum risk-based and leverage capital ratio requirements. Middlefield's Total risk-based, Tier I risk-based and Tier I leverage ratios were 16.93%, 15.68%, 9.94%, and the bank's were 16.58%, 15.32%, 9.80%, respectively, at June 30, 2002. RISK ELEMENT The table below presents information concerning nonperforming assets including nonaccrual loans, renegotiated loans, loans 90 days or more past due, other real estate loans, and repossessed assets. A loan is classified as nonaccrual when, in the opinion of management, there are serious doubts about collectibility of interest and principal. At the time the accrual of interest is discontinued, future income is recognized only when cash is received. Renegotiated loans are those loans which terms have been renegotiated to provide a reduction or deferral of principal or interest as a result of the deterioration of the borrower. June 30, December 31, 2002 2001 ------ ------ (Dollars in thousands) Loans on nonaccrual basis $ 50 $ - Loans past due 90 days or more and still accruing 475 254 ------ ------ Total nonperforming loans $ 525 $ 254 ------ ------ Nonperforming loans as a percent of total loans 0.32% 0.17% ====== ====== Nonperforming assets as a percent of total assets 0.24% 0.13% ====== ====== At June 30, 2002 and December 31, 2001, no real estate or other assets were held as foreclosed or repossessed property. Management monitors impaired loans on a continual basis. As of June 30, 2002, impaired loans had no material effect on the Company's financial position or results of operations. During the six month period ended June 30, 2002, loans increased $11.5 million while nonperforming loans increased to a total of $271,000. The allowance for loan losses increased $100,000 during this same period and the resulting percentage of allowance for loan losses to loans outstanding declined to 1.32% as compared to 1.35% at December 31, 2001. Nonperforming loans are primarily made up of residential and commercial mortgages. The collateral requirements on such loans reduce the risk of potential losses to an acceptable level in management's opinion. The allowance for loan losses represents the amount that management estimates is adequate to provide for probable losses inherent in the loan portfolio, as of the balance sheet date. The relationship between the allowance for loan losses and outstanding loans is a function of the credit quality and known risk attributed to the loan portfolio. The on-going loan review program and credit approval process is used to determine the adequacy of the allowance for loan losses. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Like other financial institutions, the bank is subject to interest rate risk. The bank's interest-earning assets could mature or reprice more rapidly than or on a different basis from its interest-bearing liabilities (primarily borrowings and deposits with short- and medium-term maturities) in a period of declining interest rates. Although having assets that mature or reprice more frequently on average than liabilities will be beneficial in times of rising interest rates, that asset/liability structure will result in lower net interest income in periods of declining interest rates. Interest rate sensitivity, or interest rate risk, relates to the effect of changing interest rates on net interest income. Interest-earning assets with interest rates tied to the prime rate for example, or that mature in relatively short periods of time, are considered interest-rate sensitive. Interest-bearing liabilities with interest rates that can be repriced in a discretionary manner, or that mature in relatively short periods of time, are also considered interest-rate sensitive. The differences between interest-sensitive assets and interest-sensitive liabilities over various time horizons are commonly referred to as sensitivity gaps. As interest rates change, a sensitivity gap will have either a favorable effect or an adverse effect on net interest income. A negative gap -- with liabilities repricing more rapidly than assets -- generally should have a favorable effect when interest rates are falling, and an adverse effect when rates are rising. A positive gap -- with assets repricing more rapidly than liabilities -- generally should have the opposite effect: an adverse effect when rates are falling and a favorable effect when rates are rising. Middlefield and the bank have no financial instruments entered into for trading purposes. Interest rates change daily on federal funds purchased and sold. Federal funds are therefore the most sensitive to the market and have the most stable fair values. Loans and deposits tied to indices such as the prime rate or federal discount rate are also market sensitive, with stable fair values. The least sensitive instruments include long-term, fixed-rate loans and securities and fixed-rate savings deposits, which have the least stable fair value. Management of maturity distributions of assets and liabilities between these extremes is as important as the balances maintained. Management of maturity distributions involves matching interest rate maturities as well as principal maturities, and it influences net interest income significantly. In periods of rapidly changing interest rates, a negative or positive gap can cause major fluctuations in net interest income and earnings. Managing asset and liability sensitivities to enhance growth regardless of changes in market conditions is one of the objectives of the bank's asset/liability management strategy. Evaluating the bank's exposure to changes in interest rates is the responsibility of the Asset/Liability Committee, a committee of bank directors and officers. The Asset/Liability Committee assesses both the adequacy of the management process used to control interest rate risk and the quantitative level of exposure, ensuring that appropriate policies, procedures, management information systems and internal controls are in place to maintain interest rate risk at appropriate levels. Evaluating the quantitative level of interest rate risk exposure requires assessment of existing and potential effects of changes in interest rates on the bank's financial condition, including capital adequacy, earnings, liquidity and asset quality. The bank uses an asset/liability model to support its balance sheet strategies. Gap analysis, one of the methods used by management to analyze interest rate risk, does not necessarily show the precise impact of specific interest rate movements on Middlefield's net interest income because the re-pricing of certain assets and liabilities is discretionary and is subject to competitive and other pressures. In addition, assets and liabilities within the same period may, in fact, be repaid at different times and at different rate levels. Middlefield has not experienced the kind of earnings volatility that might be indicated from gap analysis. Middlefield's use of a simulation model to better measure the impact of interest rate changes on net interest income is incorporated into the risk management process to effectively identify, measure, and monitor Middlefield's risk exposure. Interest rate simulations using a variety of assumptions are employed by Middlefield to evaluate its interest rate risk exposure. A shock analysis at June 30, 2002 indicated that a 200 basis point movement in interest rates in either direction would have had a minor impact on Middlefield's anticipated net interest income and the market value of assets and liabilities over the next 12 months, well within Middlefield's ability to manage effectively. PART II - OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in rights of the Company's security holders None Item 3. Defaults by the Company on its senior securities None Item 4. Submission of matters to a vote of security holders The following represents the results of matters submitted to a vote of the stockholders at the annual meeting held on May 15, 2002: (a) The following Class III directors were elected to a six year term expiring in 2005: Name Shares For Shares Withheld - ---- ---------- --------------- Thomas C. Halstead 910,885 13,716 Donald E. Villers 913,859 11,626 Frances H. Frank 914,401 11,184 (b) The recommendation of the Board of Directors to ratify the appointment of S. R. Snodgrass, A.C. as the Company's independent auditors, as described in the Proxy Statement for the Annual Meeting, was approved with 891,231 shares in favor, and 9,468 shares against, and 24,879 shares abstaining. Item 5. Other information None Item 6. Exhibits and Reports on Form 8-K (a) The following exhibits are included in this Report or incorporated herein by reference: 3.1 Second Amended and Restated Articles of Incorporation of Middlefield Banc Corp. * 3.2 Regulations of Middlefield Banc Corp. * 4 Specimen Stock Certificate * 10.1 1999 Stock Option Plan of Middlefield Banc Corp. * 10.2 Severance Agreement of President and Chief Executive Officer * 10.3 Severance Agreement of Executive Vice President * 10.4 Federal Home Loan Bank of Cincinnati Agreement for Advances and Security Agreement dated September 14, 2000 * 10.5 Collateral Assignment Split Dollar Agreement between the President and Chief Executive Officer and The Middlefield Banking Company * 21 Subsidiaries of Middlefield Banc Corp. * 99.1 Form of Indemnification Agreement with directors of Middlefield Banc Corp. and executive officers of Middlefield Banc Corp. and The Middlefield Banking Company * 99.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act 0f 2002. 99.3 Independent Accountants Report * Incorporated by reference to the identically numbered exhibit to the December 31, 2001 Form 10-K (File No. 033-23094) filed with the SEC on March 28, 2002. (b) ) Reports on Form 8-K. On May 16, 2002, a Form 8-K (Items 5 and 7) was filed with the Securities and Exchange Commission to disclose the Company's press release for declaring a quarterly cash and share dividend. On July 10, 2002, a Form 8-K (Items 5 and 7) was filed with the Securities and Exchange Commission to disclose the Company's press release announcing that the authorization to repurchase up to 4.99% of Middlefield Banc Corp.'s outstanding common stock. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned and hereunto duly authorized. MIDDLEFIELD BANC CORP. Date: August 9, 2002 By: /s/ Thomas G. Caldwell -------------------------------- Thomas G. Caldwell President and Chief Executive Officer Date: August 9, 2002 By: /s/ Donald L. Stacy -------------------------------- Donald L. Stacy Principal Financial and Accounting Officer