MBCN 10-Q Quarterly Report June 30, 2021

MIDDLEFIELD BANC CORP

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mbcn20210630_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________

Commission File Number 001-36613

Middlefield Banc Corp.

(Exact Name of Registrant as Specified in its Charter)

Ohio		34-1585111
State or Other Jurisdiction of		I.R.S. Employer Identification No.
Incorporation or Organization

15985 East High Street , Middlefield , Ohio		44062-0035
Address of Principal Executive Offices		Zip Code

440 - 632-1666

Registrant’s Telephone Number, Including Area Code

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

Securities Registered Pursuant to Section 12(b) of The Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, Without Par Value	MBCN	The NASDAQ Stock Market, LLC (NASDAQ Capital Market)

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Outstanding at August 5, 2021: 6,146,389

MIDDLEFIELD BANC CORP.

INDEX

Part I – Financial Information

Item 1.	Financial Statements (unaudited)

	Consolidated Balance Sheet as of June 30, 2021 and December 31, 2020	3

	Consolidated Statement of Income for the Three and Six Months ended June 30, 2021 and 2020	4

	Consolidated Statement of Comprehensive Income for the Three and Six Months ended June 30, 2021 and 2020	5

	Consolidated Statement of Changes in Stockholders' Equity for the Three and Six Months ended June 30, 2021 and 2020	6

	Consolidated Statement of Cash Flows for the Six Months ended June 30, 2021 and 2020	8

	Notes to Unaudited Consolidated Financial Statements	10

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	32

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	46

Item 4.	Controls and Procedures	47

Part II – Other Information

Item 1.	Legal Proceedings	48

Item 1a.	Risk Factors	48

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	48

Item 3.	Defaults by the Company on its Senior Securities	48

Item 4.	Mine Safety Disclosures	48

Item 5.	Other Information	48

Item 6.	Exhibits and Reports on Form 8-K	49

Signatures		54

Exhibit 31.1

Exhibit 31.2

Exhibit 32

MIDDLEFIELD BANC CORP.

CONSOLIDATED BALANCE SHEET

(Dollar amounts in thousands, except share data)

(Unaudited)

	June 30,			December 31,
	2021			2020

ASSETS
Cash and due from banks	$	82,435		$	92,874
Federal funds sold		10,034			19,543
Cash and cash equivalents		92,469			112,417
Equity securities, at fair value		730			609
Investment securities available for sale, at fair value		150,850			114,360
Loans held for sale		790			878
Loans:
Commercial real estate:
Owner occupied		109,777			103,121
Non-owner occupied		304,324			309,424
Multifamily		34,926			39,562
Residential real estate		228,102			233,995
Commercial and industrial		200,558			232,044
Home equity lines of credit		107,685			112,543
Construction and other		62,229			63,573
Consumer installment		8,694			9,823
Total loans		1,056,295			1,104,085
Less: allowance for loan and lease losses		14,200			13,459
Net loans		1,042,095			1,090,626
Premises and equipment, net		17,680			18,333
Goodwill		15,071			15,071
Core deposit intangibles		1,564			1,724
Bank-owned life insurance		16,846			16,938
Other real estate owned		7,090			7,387
Accrued interest receivable and other assets		15,033			13,636

TOTAL ASSETS	$	1,360,218		$	1,391,979

LIABILITIES
Deposits:
Noninterest-bearing demand	$	326,665		$	291,347
Interest-bearing demand		207,725			195,722
Money market		183,453			198,493
Savings		252,171			243,888
Time		225,271			295,750
Total deposits		1,195,285			1,225,200
Other borrowings		13,031			17,038
Accrued interest payable and other liabilities		5,858			5,931
TOTAL LIABILITIES		1,214,174			1,248,169

STOCKHOLDERS' EQUITY
Common stock, no par value; 10,000,000 shares authorized, 7,325,918 and 7,308,685 shares issued; 6,215,511 and 6,379,323 shares outstanding		87,131			86,886
Retained earnings		76,150			69,578
Accumulated other comprehensive income		3,893			4,284
Treasury stock, at cost; 1,110,407 and 929,362 shares		( 21,130	)		( 16,938	)
TOTAL STOCKHOLDERS' EQUITY		146,044			143,810

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,360,218		$	1,391,979

See accompanying notes to unaudited consolidated financial statements.

MIDDLEFIELD BANC CORP.

CONSOLIDATED STATEMENT OF INCOME

(Dollar amounts in thousands, except per share data)

(Unaudited)

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2021		2020			2021		2020
INTEREST AND DIVIDEND INCOME
Interest and fees on loans	$	11,885	$	12,281		$	24,052	$	24,359
Interest-earning deposits in other institutions		12		7			30		101
Federal funds sold		1		-			1		21
Investment securities:
Taxable interest		410		206			780		363
Tax-exempt interest		602		634			1,160		1,263
Dividends on stock		26		27			55		57
Total interest and dividend income		12,936		13,155			26,078		26,164

INTEREST EXPENSE
Deposits		1,010		2,336			2,215		5,201
Short-term borrowings		-		32			-		67
Other borrowings		39		62			78		138
Total interest expense		1,049		2,430			2,293		5,406

NET INTEREST INCOME		11,887		10,725			23,785		20,758

Provision for loan losses		200		1,000			900		3,740

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		11,687		9,725			22,885		17,018

NONINTEREST INCOME
Service charges on deposit accounts		856		566			1,643		1,119
Gain (loss) on equity securities		40		31			121		( 129	)
Earnings on bank-owned life insurance		106		105			332		212
Gain on sale of loans		221		381			813		495
Other income		409		412			941		872
Total noninterest income		1,632		1,495			3,850		2,569

NONINTEREST EXPENSE
Salaries and employee benefits		4,321		4,136			8,575		7,720
Occupancy expense		549		483			1,149		1,033
Equipment expense		313		307			670		580
Data processing costs		698		684			1,484		1,350
Ohio state franchise tax		286		281			572		549
Federal deposit insurance expense		150		74			294		197
Professional fees		323		369			742		718
Net loss (gain) on other real estate owned		22		( 33	)		68		( 32	)
Advertising expense		221		217			442		426
Software amortization expense		74		74			154		215
Core deposit intangible amortization		80		83			160		166
Other expense		889		1,014			1,969		2,019
Total noninterest expense		7,926		7,689			16,279		14,941

Income before income taxes		5,393		3,531			10,456		4,646
Income taxes		968		565			1,864		639

NET INCOME	$	4,425	$	2,966		$	8,592	$	4,007

EARNINGS PER SHARE
Basic	$	0.70	$	0.47		$	1.36	$	0.63
Diluted	$	0.70	$	0.46		$	1.35	$	0.62

See accompanying notes to unaudited consolidated financial statements.

MIDDLEFIELD BANC CORP.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(Dollar amounts in thousands)

(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2021			2020			2021			2020

Net income	$	4,425		$	2,966		$	8,592		$	4,007

Other comprehensive income (loss):
Net unrealized holding gain (loss) on available-for-sale investment securities		1,235			7,592			( 495	)		2,429
Tax effect		( 259	)		( 1,594	)		104			( 510	)

Total other comprehensive income (loss)		976			5,998			( 391	)		1,919

Comprehensive income	$	5,401		$	8,964		$	8,201		$	5,926

See accompanying notes to unaudited consolidated financial statements.

MIDDLEFIELD BANC CORP.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

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

(Unaudited)

								Accumulated
								Other					Total
	Common Stock				Retained			Comprehensive		Treasury			Stockholders'
	Shares		Amount		Earnings			Income		Stock			Equity

Balance, March 31, 2021		7,323,487	$	87,073	$	72,729		$	2,917	$	( 18,049	)	$	144,670

Net income						4,425								4,425
Other comprehensive income									976					976
Stock-based compensation, net		2,431		58										58
Treasury shares acquired ( 131,577 )											( 3,081	)		( 3,081	)
Cash dividends ( $0.16 per share)						( 1,004	)							( 1,004	)

Balance, June 30, 2021		7,325,918	$	87,131	$	76,150		$	3,893	$	( 21,130	)	$	146,044

								Accumulated
								Other						Total
	Common Stock				Retained			Comprehensive			Treasury			Stockholders'
	Shares		Amount		Earnings			Income (Loss)			Stock			Equity

Balance, March 31, 2020		7,298,829	$	86,722	$	65,140		$	( 2,237	)	$	( 16,938	)	$	132,687

Net income						2,966									2,966
Other comprehensive income									5,998						5,998
Cash dividends ( $0.15 per share)						( 956	)								( 956	)

Balance, June 30, 2020		7,298,829	$	86,722	$	67,150		$	3,761		$	( 16,938	)	$	140,695

(continued on following page)

See accompanying notes to unaudited consolidated financial statements.

MIDDLEFIELD BANC CORP.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

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

(Unaudited, continued from previous page)

								Accumulated
								Other						Total
	Common Stock				Retained			Comprehensive			Treasury			Stockholders'
	Shares		Amount		Earnings			Income			Stock			Equity

Balance, December 31, 2020		7,308,685	$	86,886	$	69,578		$	4,284		$	( 16,938	)	$	143,810

Net income						8,592									8,592
Other comprehensive loss									( 391	)					( 391	)
Stock options exercised		10,650		94											94
Stock-based compensation, net		6,583		151											151
Treasury shares acquired ( 181,045 )												( 4,192	)		( 4,192	)
Cash dividends ( $0.32 per share)						( 2,020	)								( 2,020	)

Balance, June 30, 2021		7,325,918	$	87,131	$	76,150		$	3,893		$	( 21,130	)	$	146,044

								Accumulated
								Other					Total
	Common Stock				Retained			Comprehensive		Treasury			Stockholders'
	Shares		Amount		Earnings			Income		Stock			Equity

Balance, December 31, 2019		7,294,792	$	86,617	$	65,063		$	1,842	$	( 15,747	)	$	137,775

Net income						4,007								4,007
Other comprehensive income									1,919					1,919
Stock-based compensation, net		4,037		105										105
Treasury shares acquired ( 58,200 )											( 1,191	)		( 1,191	)
Cash dividends ( $0.30 per share)						( 1,920	)							( 1,920	)

Balance, June 30, 2020		7,298,829	$	86,722	$	67,150		$	3,761	$	( 16,938	)	$	140,695

See accompanying notes to unaudited consolidated financial statements.

MIDDLEFIELD BANC CORP.

CONSOLIDATED STATEMENT OF CASH FLOWS

(Dollar amounts in thousands)

(Unaudited)

	Six Months Ended
	June 30,
	2021			2020
OPERATING ACTIVITIES
Net income	$	8,592		$	4,007
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		900			3,740
(Gain) loss on equity securities		( 121	)		129
Depreciation and amortization of premises and equipment, net		723			437
Software amortization expense		154			215
Financing lease amortization expense		157			131
Gain on sale of premises and equipment		-			( 27	)
Amortization of premium and discount on investment securities, net		221			190
Accretion of deferred loan fees, net		( 2,327	)		( 1,108	)
Amortization of core deposit intangibles		160			166
Stock-based compensation income, net		( 21	)		( 8	)
Origination of loans held for sale		( 21,476	)		( 21,051	)
Proceeds from sale of loans		22,377			18,615
Gain on sale of loans		( 813	)		( 495	)
Earnings on bank-owned life insurance		( 332	)		( 212	)
Deferred income tax		162			( 534	)
Loss (gain) on other real estate owned		28			( 62	)
Decrease (increase) in accrued interest receivable		844			( 2,070	)
Decrease in accrued interest payable		( 236	)		( 18	)
Other, net		( 2,519	)		508
Net cash provided by operating activities		6,473			2,553

INVESTING ACTIVITIES
Investment securities available for sale:
Proceeds from repayments and maturities		8,436			7,745
Purchases		( 45,642	)		( 12,302	)
Decrease (increase) in loans, net		49,895			( 125,775	)
Proceeds from the sale of other real estate owned		332			114
Proceeds from bank-owned life insurance		424			-
Purchase of premises and equipment		( 160	)		( 646	)
Proceeds from the disposal of premises and equipment		-			27
Purchase of restricted stock		-			( 1,600	)
Redemption of restricted stock		401			-
Net cash provided by (used in) investing activities		13,686			( 132,437	)

FINANCING ACTIVITIES
Net (decrease) increase in deposits		( 29,915	)		137,424
Increase in short-term borrowings, net		-			18,744
Repayment of other borrowings		( 4,074	)		-
Stock options exercised		94			-
Repurchase of treasury shares		( 4,192	)		( 1,191	)
Cash dividends		( 2,020	)		( 1,920	)
Net cash (used in) provided by financing activities		( 40,107	)		153,057

(Decrease) increase in cash and cash equivalents		( 19,948	)		23,173

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		112,417			35,113

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	92,469		$	58,286

See accompanying notes to unaudited consolidated financial statements.

	Six Months Ended
	June 30,
	2021			2020
SUPPLEMENTAL INFORMATION
Cash paid during the year for:
Interest on deposits and borrowings	$	2,529		$	5,424
Income taxes		2,854			-

Noncash operating transactions:
Noncash investing transactions:
Transfers from loans to other real estate owned	$	63		$	584
Finance lease assets added to premises and equipment		( 67	)		( 1,010	)
Noncash financing transactions:
Finance lease liabilities added to other borrowings funds	$	67		$	1,010

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. ("Company") include its bank subsidiary, The Middlefield Banking Company (“MBC” or “Middlefield Bank”), and a nonbank asset resolution subsidiary EMORECO, Inc. The consolidated financial statements also include the accounts of MBC’s subsidiary, Middlefield Investments, Inc. (MI). All significant inter-company items have been eliminated.

The unaudited condensed consolidated financial statements have been prepared in conformity with the instructions to Form 10 -Q and Article 10 of Regulation S- X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements. The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10 -K for the year ended December 31, 2020. The interim consolidated financial statements include all adjustments (consisting of only normal recurring items) that, in the opinion of management, are necessary for a fair presentation of the financial position and results of operations for the periods presented. The results of operations for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for a full year.

In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts and liabilities as of the balance sheet date and revenues and expenses for the period. Actual results could differ from those estimates.

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. We expect to recognize a one -time cumulative-effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective but cannot yet determine the magnitude of any such one -time adjustment or the overall impact of the new guidance on the consolidated financial statements. Management will continue to monitor model output throughout the deferral period.

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 of 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 to the income statement.

In May 2021, the FASB issued ASU 2021 - 04, Earnings Per Share (Topic 260 ), Debt – Modifications and Extinguishments (Subtopic 470 - 50 ), Compensation – Stock Compensation (Topic 718 ), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 - 40 ), which requires an entity to treat a modification of an equity-classified warrant that does not cause the warrant to become liability-classified as an exchange of the original warrant for a new warrant. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant and issuance of a new warrant. An entity should measure the effect of a modification as the difference between the fair value of the modified warrant and the fair value of that warrant immediately before modification. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted for all entities, including adoption in an interim period. If an entity elects to early adopt the amendments in this Update in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. This Update is not expected to have a significant impact on the Company’s financial statements.

In July 2021, the FASB issued ASU 2021 - 05, Leases (Topic 842 ), which amends ASC 842 so that lessors are no longer required to recognize a selling loss upon commencement of a lease with variable lease payments that, prior to the amendments, would have been classified as a sales-type or direct financing lease. Furthermore, a lessor must classify as an operating lease any lease that would otherwise be classified as a sales-type or direct financing lease and that would result in the recognition of a selling loss at lease commencement, provided that the lease includes variable lease payments that do not depend on an index or rate. For public business entities and certain not -for-profit entities and employee benefit plans that have adopted ASC 842, the amendments are effective for fiscal years beginning after December 15, 2021, and for interim periods within those fiscal years. For all other entities that have adopted ASC 842, the amendments are effective for fiscal years beginning after December 15, 2021, and for interim periods within fiscal years beginning after December 15, 2022. All entities that have adopted ASC 842 are permitted to early adopt the amendments in ASU 2021 - 05. The amendments in ASU 2021 - 05 are effective as of the same date as the guidance in ASC 842 for entities that have not adopted ASC 842. This Update is not expected to have a significant impact on the Company’s financial statements.

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.

NOTE 2 – REVENUE RECOGNITION

In accordance with ASC Topic 606, Revenue from Contracts with Customers (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 91.1 % 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. These 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.

Net 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 include 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.

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 Three Months Ended June 30,					For the Six Months Ended June 30,
Noninterest Income	2021		2020			2021		2020
(Dollar amounts in thousands)

Service charges on deposit accounts:
Overdraft fees	$	163	$	122		$	331	$	312
ATM banking fees		360		263			672		473
Service charges and other fees		333		181			640		334
Gain (loss) on equity securities ^(a)		40		31			121		( 129	)
Earnings on bank-owned life insurance ^(a)		106		105			332		212
Gain on sale of loans ^(a)		221		381			813		495
Revenue from investment services		212		137			339		268
Other income		197		275			602		604
Total noninterest income	$	1,632	$	1,495		$	3,850	$	2,569

Net loss (gain) on other real estate owned	$	22	$	( 33	)	$	68	$	( 32	)

(a) Not within scope of ASC 606

NOTE 3 - STOCK-BASED COMPENSATION

The Company had no nonvested stock options outstanding as of June 30, 2021 and 2020.

Stock option activity during the six months ended June 30, 2021 is as follows:

				Weighted-
				average
				Exercise Price
	Shares			Per Share

Outstanding, January 1, 2021		12,150		$	8.78
Exercised		( 12,150	)		8.78

Outstanding, June 30, 2021		-			-

Exercisable, June 30, 2021		-			-

The following table presents the activity during the six months ended June 30, 2021 related to awards of restricted stock:

				Weighted-
				average
				Grant Date Fair
	Units			Value Per Unit

Nonvested at January 1, 2021		66,362		$	23.52
Granted		29,193			22.50
Vested		( 17,622	)		( 24.10	)
Nonvested at June 30, 2021		77,933		$	23.00

Expected to vest as of June 30, 2021		46,376		$	22.48

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

Share-based compensation expense of $ 97,000 and $ 294,000 was recognized for the three -month periods ended June 30, 2021 and 2020, respectively. Share-based compensation expense (recovery) of $ 97,000 and ($ 113,000 ) was recognized for the six -month periods ended June 30, 2021 and 2020, respectively. The expense recovery recorded for the six -month period ended June 30, 2020 is the result of the decrease in the market valuation of the plans. Vesting of shares under the plan is contingent on a combination of service period and a performance condition tied to the total shareholder return on the Company’s stock. Due to the change in market conditions during 2020, there was a decrease in the probability of the achievement of the performance condition which resulted in a decrease in the liability related to the plan and a reversal of compensation expense. Since the shares of restricted stock are historically paid out at the vesting date in a combination of shares and cash, the Company has recorded a liability related to this plan which totals $ 594,000 and $ 581,000 at June 30, 2021 and 2020, respectively. When the shares vest, the amount distributed in shares is transferred to common stock and the remainder is distributed in cash.

Total unrecognized stock compensation cost related to nonvested share-based compensation on restricted stock as of June 30, 2021 totals $ 719,000 , of which $ 227,000 is estimated for the rest of 2021, $ 292,000 for 2022, $ 176,000 for 2023, and $ 24,000 for 2024.

NOTE 4 - 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 Three						For the Six
	Months Ended						Months Ended
	June 30,						June 30,
	2021			2020			2021			2020

Weighted-average common shares issued		7,324,475			7,298,829			7,320,989			7,298,785

Average treasury stock shares		( 1,027,404	)		( 929,362	)		( 989,633	)		( 905,497	)

Weighted-average common shares and common stock equivalents used to calculate basic earnings per share		6,297,071			6,369,467			6,331,356			6,393,288

Additional common stock equivalents (stock options and restricted stock) used to calculate diluted earnings per share		15,159			18,651			16,989			19,297

Weighted-average common shares and common stock equivalents used to calculate diluted earnings per share		6,312,230			6,388,118			6,348,345			6,412,585

Outstanding at June 30, 2021 were 77,933 shares of restricted stock, 62,774 shares of which were anti-dilutive. There were no options to purchase shares of common stock outstanding as of June 30, 2021.

Options to purchase 13,500 shares of common stock at $ 8.78 per share were outstanding during the three and six months ended June 30, 2020. Also outstanding were 84,688 shares of restricted stock, 73,147 shares of which 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 June 30, 2021, the Company held 1,110,407 of the Company’s shares, which is an increase of 181,045 from the 929,362 shares held as of December 31, 2020.

NOTE 5 - FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date. GAAP establishes a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following levels:

Level I:

Quoted prices are available in active markets for identical assets or liabilities as of the reported date.

Level II:

Pricing inputs are other than the quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these assets and liabilities includes items for which quoted prices are available but traded less frequently and items that are fair valued using other financial instruments, the parameters of which can be directly observed.

Level III:

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

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.

			June 30, 2021
(Dollar amounts in thousands)	Level I		Level II		Level III		Total
Assets measured on a recurring basis:
Subordinated debt	$	-	$	23,413	$	9,200	$	32,613
Obligations of states and political subdivisions		-		106,138		-		106,138
Mortgage-backed securities in government-sponsored entities		-		12,099		-		12,099
Total debt securities		-		141,650		9,200		150,850
Equity securities in financial institutions		730		-		-		730
Total	$	730	$	141,650	$	9,200	$	151,580

			December 31, 2020
(Dollar amounts in thousands)	Level I		Level II		Level III		Total
Assets measured on a recurring basis:
Subordinated debt	$	-	$	14,047	$	7,250	$	21,297
Obligations of states and political subdivisions		-		78,302		-		78,302
Mortgage-backed securities in government-sponsored entities		-		14,761		-		14,761
Total debt securities		-		107,110		7,250		114,360
Equity securities in financial institutions		609		-		-		609
Total	$	609	$	107,110	$	7,250	$	114,969

The beginning balance of the level III investments was $ 7.3 million, which increased due to purchases of $ 1.9 million, and increased by $ 100,000 due to change in fair value during the period resulting in an ending balance of $ 9.3 million.

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). Securities for which the pricing service is unable to calculate a market price are reported at book value and are classified under the Level III measurement.

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.

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 six months ended June 30, 2021.

			June 30, 2021
(Dollar amounts in thousands)	Level I		Level II		Level III		Total
Assets measured on a non-recurring basis:
Impaired loans	$	-	$	-	$	5,578	$	5,578
Other real estate owned		-		-		6,992		6,992

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

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 table exclude estimated selling costs of $ 1.2 million and $ 838,000 as of June 30, 2021 and December 31, 2020, 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)					Range (Weighted
	Fair Value Estimate		Valuation Techniques	Unobservable Input	Average)
June 30, 2021
Impaired loans	$	5,578	Appraisal of collateral (1)	Appraisal adjustments (2)		25.0% to 69.9%	(39.7%)

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)					Range (Weighted
	Fair Value Estimate		Valuation Techniques	Unobservable Input	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	%

( 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.

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

	June 30, 2021
	Carrying								Total
	Value		Level I		Level II		Level III		Fair Value
	(Dollar amounts in thousands)
Financial assets:
Cash and cash equivalents	$	92,469	$	92,469	$	-	$	-	$	92,469
Loans held for sale		790		-		790		-		790
Net loans		1,042,095		-		-		1,036,654		1,036,654
Bank-owned life insurance		16,846		16,846		-		-		16,846
Federal Home Loan Bank stock		4,656		4,656		-		-		4,656
Accrued interest receivable		4,366		4,366		-		-		4,366

Financial liabilities:
Deposits	$	1,195,285	$	970,014	$	-	$	227,622	$	1,197,636
Other borrowings		13,031		-		-		13,031		13,031
Accrued interest payable		344		344		-		-		344

	December 31, 2020
	Carrying								Total
	Value		Level I		Level II		Level III		Fair Value
	(Dollar amounts in thousands)
Financial assets:
Cash and cash equivalents	$	112,417	$	112,417	$	-	$	-	$	112,417
Loans held for sale		878		-		878		-		878
Net loans		1,090,626		-		-		1,089,573		1,089,573
Bank-owned life insurance		16,938		16,938		-		-		16,938
Federal Home Loan Bank stock		5,057		5,057		-		-		5,057
Accrued interest receivable		5,210		5,210		-		-		5,210

Financial liabilities:
Deposits	$	1,225,200	$	929,450	$	-	$	299,651	$	1,229,101
Other borrowings		17,038		-		-		15,250		15,250
Accrued interest payable		580		580		-		-		580

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.

NOTE 6 – ACCUMULATED OTHER COMPREHENSIVE INCOME

The following table presents the changes in accumulated other comprehensive income (“AOCI”) by component net of tax for the three and six months ended June 30, 2021 and 2020, respectively:

	Unrealized gains/(losses) on available-for-sale securities (a)

(Dollars in thousands)
Balance as of March 31, 2021	$	2,917
Other comprehensive income		976
Balance at June 30, 2021	$	3,893

Balance as of December 31, 2020	$	4,284
Other comprehensive loss		( 391	)
Balance at June 30, 2021	$	3,893

	Unrealized gains on available-for-sale securities (a)

(Dollars in thousands)
Balance as of March 31, 2020	$	( 2,237	)
Other comprehensive income		5,998
Balance at June 30, 2020	$	3,761

Balance as of December 31, 2019	$	1,842
Other comprehensive income		1,919
Balance at June 30, 2020	$	3,761

(a)

All amounts are net of tax. Amounts in parentheses indicate debits to AOCI.

There were no other reclassifications of amounts from accumulated other comprehensive income for the three and six months ended June 30, 2021, and 2020.

NOTE 7 – INVESTMENT AND EQUITY SECURITIES

The amortized cost and fair values of investment securities available for sale are as follows:

	June 30, 2021
			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
(Dollar amounts in thousands)	Cost		Gains		Losses			Value

Subordinated debt	$	32,300	$	355	$	( 42	)	$	32,613
Obligations of states and political subdivisions:
Taxable		500		2		-			502
Tax-exempt		101,345		4,369		( 78	)		105,636
Mortgage-backed securities in government-sponsored entities		11,777		383		( 61	)		12,099
Total	$	145,922	$	5,109	$	( 181	)	$	150,850

	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		-			502
Tax-exempt		73,157		4,643		-			77,800
Mortgage-backed securities in government-sponsored entities		14,230		536		( 5	)		14,761
Total	$	108,937	$	5,435	$	( 12	)	$	114,360

Equity securities totaled $ 730,000 and $ 609,000 at June 30, 2021 and December 31, 2020, respectively.

The Company recognized a net gain on equity investments of $ 40,000 and $ 121,000 , respectively, for the three and six months ended June 30, 2021. The Company recognized a net gain (loss) on equity investments of $ 31,000 and ($ 129,000 ), respectively, for the three and six months ended June 30, 2020. No net gains on sold equity securities were realized from sales during these periods.

The amortized cost and fair value of debt securities at June 30, 2021, 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	$	190	$	191
Due after one year through five years		2,079		2,143
Due after five years through ten years		39,416		39,983
Due after ten years		104,237		108,533
Total	$	145,922	$	150,850

There were no securities sold during the three and six months ended June 30, 2021, and 2020, respectively.

Investment securities with an approximate carrying value of $ 63.9 million and $ 71.1 million at June 30, 2021 and December 31, 2020, respectively, were pledged to secure deposits and for other purposes as required by law.

The following table shows 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.

	June 30, 2021
	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	$	5,908	$	( 42	)	$	-	$	-	$	5,908	$	( 42	)
Obligations of states and political subdivisions:
Tax-exempt		9,248		( 78	)		-		-		9,248		( 78	)
Mortgage-backed securities in government-sponsored entities		2,055		( 61	)		-		-		2,055		( 61	)
Total	$	17,211	$	( 181	)	$	-	$	-	$	17,211	$	( 181	)

	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	)	$	-	$	-	$	4,243	$	( 7	)
Mortgage-backed securities in government-sponsored entities		2,748		( 5	)		-		-		2,748		( 5	)
Total	$	6,991	$	( 12	)	$	-	$	-	$	6,991	$	( 12	)

There were 18 securities considered temporarily impaired at June 30, 2021.

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 Company assesses whether the unrealized loss is other than temporary.

OTTI losses are recognized in earnings when the Company has the intent to sell the debt security or it is more likely than not that it will be required to sell the debt security before recovery of its amortized cost basis. However, even if the Company does not expect to sell a debt security, it must evaluate expected cash flows to be received and determine if a credit loss has occurred.

An unrealized loss is generally deemed to be other than temporary and a credit loss is deemed to exist if the present value of the expected future cash flows is less than the amortized cost basis of the debt security. As a result, the credit loss of an OTTI is recorded as a component of investment securities gains (losses) in the accompanying Consolidated Statement of Income, while the remaining portion of the impairment loss is recognized in other comprehensive income, provided the Company does not intend to sell the underlying debt security and it is “more likely than not” that the Company will not have to sell the debt security prior to recovery.

Debt securities issued by U.S. government agencies, U.S. government-sponsored enterprises, and state and political subdivisions accounted for 78 % of the total available-for-sale portfolio as of June 30, 2021 and no credit losses are expected, given the explicit and implicit guarantees provided by the U.S. federal government and the lack of prolonged unrealized loss positions within the obligations of the state and political subdivisions security portfolio. The Company considers 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.

For the six months ended June 30, 2021 and 2020, there were no available-for-sale debt securities with an unrealized loss that suffered OTTI. Management does not believe any individual unrealized loss as of June 30, 2021 or December 31, 2020 represented an other-than-temporary impairment. The unrealized losses on debt securities are primarily the result of interest rate changes. These conditions will not prohibit the Company from receiving its contractual principal and interest payments on these debt securities. The fair value of these debt securities is expected to recover as payments are received on these securities and they approach maturity. Should the impairment of any of these securities become other than temporary, the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified.

NOTE 8 - LOANS AND RELATED ALLOWANCE FOR LOAN AND LEASE LOSSES

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

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 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 payments received on nonaccrual loans are applied against the unpaid principal balance until accrual status is restored.

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

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

June 30, 2021
Impairment Evaluation
	Individually		Collectively		Total Loans
Loans:
Commercial real estate:
Owner occupied	$	1,460	$	108,317	$	109,777
Non-owner occupied		4,694		299,630		304,324
Multifamily		-		34,926		34,926
Residential real estate		1,216		226,886		228,102
Commercial and industrial		722		199,836		200,558
Home equity lines of credit		238		107,447		107,685
Construction and other		-		62,229		62,229
Consumer installment		-		8,694		8,694
Total	$	8,330	$	1,047,965	$	1,056,295

December 31, 2020
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		-		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		-		63,573		63,573
Consumer installment		-		9,823		9,823
Total	$	8,087	$	1,095,998	$	1,104,085

The commercial and industrial loan portfolio as of June 30, 2021 and December 31, 2020 includes $ 90.2 million and $ 116.1 million in loans issued through the Paycheck Protection Program (“PPP”), respectively (see Note 9 ). 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 $ 361,000 is reserved for loss.

The amounts above include net deferred loan origination fees of $ 5.2 million and $ 4.4 million at June 30, 2021 and December 31, 2020, respectively. The net deferred loan origination fees at June 30, 2021 include $ 3.4 million of unearned deferred fees from PPP loans.

June 30, 2021
Ending Allowance Balance by Impairment Evaluation:
	Individually Evaluated for Impairment		Collectively Evaluated for Impairment		Total Allocation
Loans:
Commercial real estate:
Owner occupied	$	10	$	1,515	$	1,525
Non-owner occupied		856		6,768		7,624
Multifamily		-		449		449
Residential real estate		17		1,775		1,792
Commercial and industrial		169		954		1,123
Home equity lines of credit		22		1,239		1,261
Construction and other		-		408		408
Consumer installment		-		18		18
Total	$	1,074	$	13,126	$	14,200

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		-		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		-		378		378
Consumer installment		-		20		20
Total	$	490	$	12,969	$	13,459

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, Residential Real Estate (“RRE”), Commercial and Industrial (“C&I”), Home Equity Lines of Credit (“HELOC”), Construction and Other (“Construction”), and Consumer Installment Loans. The commercial real estate loan segments consist of loans made for the purpose of financing the activities of commercial real estate owners and operators. The residential real estate and HELOC loan segments consist of loans made for the purpose of financing the activities of residential homeowners. The C&I loan segment consists of loans made for the purpose of financing the activities of commercial customers. 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 the following 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.

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):

June 30, 2021
Impaired Loans
			Unpaid
	Recorded		Principal		Related
	Investment		Balance		Allowance
With no related allowance recorded:
Commercial real estate:
Owner occupied	$	1,031	$	1,071	$	-
Non-owner occupied		-		-		-
Residential real estate		818		843		-
Commercial and industrial		59		575		-
Home equity lines of credit		74		89		-
Total	$	1,982	$	2,578	$	-

With an allowance recorded:
Commercial real estate:
Owner occupied	$	429	$	429	$	10
Non-owner occupied		4,694		5,240		856
Residential real estate		398		398		17
Commercial and industrial		663		671		169
Home equity lines of credit		164		164		22
Total	$	6,348	$	6,902	$	1,074

Total:
Commercial real estate:
Owner occupied	$	1,460	$	1,500	$	10
Non-owner occupied		4,694		5,240		856
Residential real estate		1,216		1,241		17
Commercial and industrial		722		1,246		169
Home equity lines of credit		238		253		22
Total	$	8,330	$	9,480	$	1,074

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

The tables above include troubled debt restructuring totaling $ 2.7 million and $ 2.9 million as of June 30, 2021 and December 31, 2020, respectively. The amounts allocated within the allowance for losses for troubled debt restructurings was $ 67,000 and $ 45,000 at June 30, 2021 and December 31, 2020, respectively.

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

	For the Three Months Ended June 30, 2021				For the Six Months Ended June 30, 2021
	Average		Interest		Average		Interest
	Recorded		Income		Recorded		Income
	Investment		Recognized		Investment		Recognized



Commercial real estate:
Owner occupied	$	1,489	$	15	$	1,514	$	31
Non-owner occupied		4,776		23		4,558		67
Residential real estate		1,227		13		1,257		24
Commercial and industrial		864		6		854		13
Home equity lines of credit		239		1		241		3
Total	$	8,595	$	58	$	8,424	$	138

	For the Three Months Ended June 30, 2020				For the Six Months Ended June 30, 2020
	Average		Interest		Average		Interest
	Recorded		Income		Recorded		Income
	Investment		Recognized		Investment		Recognized



Commercial real estate:
Owner occupied	$	3,459	$	32	$	3,464	$	65
Non-owner occupied		10,864		209		9,604		258
Residential real estate		1,206		14		1,230		25
Commercial and industrial		1,019		11		973		21
Home equity lines of credit		347		2		348		4
Consumer installment		1		-		1		-
Total	$	16,896	$	268	$	15,620	$	373

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 have potential weaknesses, 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. 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 payment delinquency, bankruptcy, repossession, or death, occurs to raise awareness of a possible credit quality 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 criticized relationships greater than $ 150,000 . Detailed reviews, including plans for resolution, are performed on criticized loans on at least 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.

The primary risk of commercial and industrial loans is related to deterioration in the cash flow of the business that may result in the liquidation of the business assets securing the loan. C&I loans are, by nature, secured by less substantial collateral than real estate-secured loans. The primary risk of real estate construction loans is potential delays and disputes during the completion process. The primary risk of residential real estate loans is current economic uncertainties. The primary risk of commercial real estate loans is loss of income of the owner or occupier of the property and the inability of the market to sustain rent levels. Consumer installment loans historically have experienced higher delinquency rates. Consumer installments are typically secured by less substantial collateral than other types of credits.

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

			Special						Total
June 30, 2021	Pass		Mention		Substandard		Doubtful		Loans

Commercial real estate:
Owner occupied	$	98,287	$	5,912	$	5,578	$	-	$	109,777
Non-owner occupied		250,159		326		53,839		-		304,324
Multifamily		34,926		-		-		-		34,926
Residential real estate		224,915		158		3,029		-		228,102
Commercial and industrial		196,629		1,102		2,827		-		200,558
Home equity lines of credit		106,743		-		942		-		107,685
Construction and other		54,644		7,585		-		-		62,229
Consumer installment		8,688		-		6		-		8,694
Total	$	974,991	$	15,083	$	66,221	$	-	$	1,056,295

			Special						Total
December 31, 2020	Pass		Mention		Substandard		Doubtful		Loans

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

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.

Nonperforming assets are nonaccrual loans including nonaccrual troubled debt restructurings (“TDR”), loans 90 days or more past due, other real estate owned, and repossessed assets. 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 the principal balance.

The following tables present the aging of the recorded investment in past-due loans by class of loans (in thousands):

			30-59 Days		60-89 Days		90 Days+		Total		Total
June 30, 2021	Current		Past Due		Past Due		Past Due		Past Due		Loans

Commercial real estate:
Owner occupied	$	109,777	$	-	$	-	$	-	$	-	$	109,777
Non-owner occupied		303,161		-		-		1,163		1,163		304,324
Multifamily		34,926		-		-		-		-		34,926
Residential real estate		226,721		707		172		502		1,381		228,102
Commercial and industrial		200,397		49		52		60		161		200,558
Home equity lines of credit		107,498		63		124		-		187		107,685
Construction and other		62,229		-		-		-		-		62,229
Consumer installment		8,477		-		-		217		217		8,694
Total	$	1,053,186	$	819	$	348	$	1,942	$	3,109	$	1,056,295

			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	$	-	$	116	$	534	$	103,121
Non-owner occupied		305,613		1,844		1,373		594		3,811		309,424
Multifamily		39,562		-		-		-		-		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		-		98		218		112,543
Construction and other		63,529		44		-		-		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

The decrease in loans past due 30 - 89 days is due to loans having become current. The increase in the 90 days or more category is due to one loan for $ 739,000 moving from the 60 - 89 days past due category.

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):

			90+ Days Past Due
June 30, 2021	Nonaccrual		and Accruing

Commercial real estate:
Owner occupied	$	382	$	-
Non-owner occupied		3,439		-
Multifamily		-		-
Residential real estate		2,830		-
Commercial and industrial		543		-
Home equity lines of credit		349		-
Construction and other		-		-
Consumer installment		217		-
Total	$	7,760	$	-

			90+ Days Past Due
December 31, 2020	Nonaccrual		and Accruing

Commercial real estate:
Owner occupied	$	458	$	-
Non-owner occupied		3,758		-
Residential real estate		2,487		-
Commercial and industrial		509		-
Home equity lines of credit		422		-
Consumer installment		224		-
Total	$	7,858	$	-

Interest income that would have been recorded had these loans not been placed on nonaccrual status was $ 124,000 for the three months ended June 30, 2021 and $ 126,000 for the three months ended December 31, 2020. Interest income that would have been recorded had these loans not been placed on nonaccrual status was $ 183,000 for the six months ended June 30, 2021 and $ 179,000 for the six months ended December 31, 2020.

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 analyses 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.

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 call code level. The historical charge-off factor was calculated using 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 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):

	For the six months ended June 30, 2021
	Allowance for Loan and Lease Losses
	Balance										Balance
	December 31, 2020		Charge-offs			Recoveries		Provision			June 30, 2021
Loans:
Commercial real estate:
Owner occupied	$	1,342	$	-		$	43	$	140		$	1,525
Non-owner occupied		6,817		( 263	)		-		1,070			7,624
Multifamily		461		-			-		( 12	)		449
Residential real estate		1,683		( 27	)		3		133			1,792
Commercial and industrial		1,353		-			51		( 281	)		1,123
Home equity lines of credit		1,405		-			52		( 196	)		1,261
Construction and other		378		-			28		2			408
Consumer installment		20		( 102	)		56		44			18
Total	$	13,459	$	( 392	)	$	233	$	900		$	14,200

	For the six months ended June 30, 2020
	Allowance for Loan and Lease Losses
	Balance										Balance
	December 31, 2019		Charge-offs			Recoveries		Provision			June 30, 2020
Loans:
Commercial real estate:
Owner occupied	$	801	$	( 50	)	$	14	$	273		$	1,038
Non-owner occupied		3,382		-			74		1,703			5,159
Multifamily		340		-			-		( 49	)		291
Residential real estate		726		( 51	)		30		462			1,167
Commercial and industrial		456		( 170	)		239		580			1,105
Home equity lines of credit		932		( 54	)		16		309			1,203
Construction and other		103		-			34		99			236
Consumer installment		28		( 391	)		11		363			11
Total	$	6,768	$	( 716	)	$	418	$	3,740		$	10,210

	For the three months ended June 30, 2021
	Allowance for Loan and Lease Losses
	Balance										Balance
	March 31, 2021		Charge-offs			Recoveries		Provision			June 30, 2021
Loans:
Commercial real estate:
Owner occupied	$	1,427	$	-		$	41	$	57		$	1,525
Non-owner occupied		7,248		( 263	)		-		639			7,624
Multifamily		488		-			-		( 39	)		449
Residential real estate		1,747		-			1		44			1,792
Commercial and industrial		1,440		-			32		( 349	)		1,123
Home equity lines of credit		1,330		-			44		( 113	)		1,261
Construction and other		424		-			23		( 39	)		408
Consumer installment		18		( 28	)		28		-			18
Total	$	14,122	$	( 291	)	$	169	$	200		$	14,200

	For the three months ended June 30, 2020
	Allowance for Loan and Lease Losses
	Balance										Balance
	March 31, 2020		Charge-offs			Recoveries		Provision			June 30, 2020
Loans:
Commercial real estate:
Owner occupied	$	1,099	$	( 50	)	$	11	$	( 22	)	$	1,038
Non-owner occupied		4,364		-			-		795			5,159
Multifamily		386		-			-		( 95	)		291
Residential real estate		1,164		( 5	)		-		8			1,167
Commercial and industrial		716		( 109	)		132		366			1,105
Home equity lines of credit		1,240		( 41	)		12		( 8	)		1,203
Construction and other		254		-			17		( 35	)		236
Consumer installment		21		( 3	)		2		( 9	)		11
Total	$	9,244	$	( 208	)	$	174	$	1,000		$	10,210

The provision fluctuations during the three -month and six -month periods ended June 30, 2021 allocated to:

●

non-owner occupied commercial real estate loans are due to exposure to the substandard rate credits related to the hospitality industry.

●

commercial and industrial loans are due to a decrease in outstanding balances as PPP loans receive forgiveness.

●

home equity lines of credit are due to a decrease in outstanding balances.

The provision fluctuations during the six -month period ended June 30, 2020 allocated to:

●

a $ 2.2 million increase in all lending categories’ qualitative factors during the second quarter of 2020 due to the economic uncertainty resulting from the COVID- 19 pandemic.

●

non-owner occupied portfolio are due to the increase of specific reserves for two relationships totaling $ 1.3 million.

●

commercial and industrial loans are due to growth in loan volume along with an allocation for the PPP loans in the amount of $ 423,000 .

The provision fluctuations during the three -month period ended June 30, 2020 allocated to:

●

non-owner occupied loans are due to the increase of specific reserves for two relationships totaling $ 776,000 .

●

commercial and industrial loans are due to growth in loan volume along with an allocation for the PPP loans in the amount of $ 423,000 .

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 9 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 (see Note 9 ).

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

For the Six Months Ended

June 30, 2021

Number of Contracts

Pre-Modification

Post-Modification

Term

Outstanding Recorded

Troubled Debt Restructurings

Modification

Other

Total

Investment

Commercial and industrial

	For the Six Months Ended
	June 30, 2020
	Number of Contracts						Pre-Modification		Post-Modification
Troubled Debt Restructurings	Term						Outstanding Recorded		Outstanding Recorded
	Modification		Other		Total		Investment		Investment
Residential real estate		1		-		1	$	39	$	39
Commercial and industrial		2		-		2		118		117

There were no troubled debt restructurings during the three -month periods ended June 30, 2021 and June 30, 2020.

There were no subsequent defaults of troubled debt restructurings for the three -month periods ended June 30, 2021 and June 30, 2020, or for the six -month periods ended June 30, 2021 and June 30, 2020.

NOTE 9 – 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. During the 12 months ended June 30, 2021, we originated $ 70.1 million of loans under the PPP and helped customers receive $ 122.4 million of forgiveness payments under the terms of the program. The balance of PPP loans outstanding at June 30, 2021 approximates $ 90.2 million.

On December 27, 2020, President Trump signed another COVID- 19 relief bill that extended and modified several provisions of the PPP. This included an additional allocation of $284 billion for PPP loans. The SBA reactivated the PPP on January 11, 2021. Middlefield Bank has originated additional PPP loans through the PPP, which was extended through May 31, 2021. In the six months ended June 30, 2021, Middlefield Bank had generated and received SBA approval on 683 PPP loans totaling $ 67.6 million and received $ 3.0 million in related deferred PPP fees under the 2021 PPP authorization.

As of June 30, 2021, 8 loans aggregating $ 17.7 million were modified for deferral, compared to 11 loans aggregating $ 24.5 million at December 31, 2020. Modifications consist of the deferral of principal payments and the extension of the maturity date. Of the loans on deferral as of June 30, 2021, 5 loans are interest-only deferrals aggregating $ 11.2 million.

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.

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 8 of the financial statements for additional disclosure of TDRs at June 30, 2021.

NOTE 10 – COMMITMENTS AND CONTINGENCIES

Cannabis Industry

We provide deposit services to customers that are licensed by the State of Ohio to do business in (or are related to) the Medical Marijuana Control Program as growers, processors and dispensaries. Medical Marijuana businesses are regulated by the Ohio Department of Commerce and legal in the State of Ohio, although it is not legal at the federal level. The U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) published guidelines in 2014 for financial institutions servicing state legal cannabis business. A financial institution that provides services to cannabis-related businesses can comply with Bank Secrecy Act (“BSA”) disclosure standards by following the FinCEN guidelines. We maintain stringent written policies and procedures related to the acceptance of such businesses and to the monitoring and maintenance of such business accounts. We conduct a significant due diligence review of the cannabis business before the business is accepted, including confirmation that the business is properly licensed by the State of Ohio. Throughout the relationship, we continue monitoring the business, including site visits, to ensure that the business continues to meet our stringent requirements, including maintenance of required licenses and periodic financial reviews of the business.

While we believe we are operating in compliance with the FinCEN guidelines, there can be no assurance that federal enforcement guidelines will not change. Federal prosecutors have significant discretion and there can be no assurance that the federal prosecutors will not choose to strictly enforce the federal laws governing cannabis. Any change in the Federal government’s enforcement position, could cause us to immediately cease providing banking services to the cannabis industry. We are upfront with our customers regarding the fact that we may have to terminate our relationship if a change occurs with the Federal government’s position and that the termination may come with little or no notice.

June 30, 2021 and December 31, 2020, deposit balances from cannabis customers were approximately $ 13.1 million and $ 11.8 million, or 1.1 % and 1.0 % of total deposits, respectively.

Item 2. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations

The information contained or incorporated by reference in this report on Form 10-Q contains forward-looking statements, including certain plans, expectations, goals, and projections, which are subject to numerous assumptions, risks, and uncertainties. Actual results could differ materially from those contained or implied by such statements for a variety of factors, including: changes in economic conditions; movements in interest rates; competitive pressures on product pricing and services; success and timing of business strategies; the nature, extent, and timing of government actions and reforms; and extended disruption of vital infrastructure and the impact of the COVID-19 pandemic. Significant progress has been made to combat the outbreak of COVID-19. While it appears that the epidemiological and macroeconomic conditions are trending in a positive direction as of June 30, 2021, if there is a resurgence in the virus, the Company could experience further adverse effects on its business, financial condition, results of operations and cash flows. While it is not possible to know the full universe or extent that the impact of COVID-19, and any potential resulting measures to curtail its spread, will have on the Company's future operations, the Company is disclosing potentially material items of which it is aware.

All forward-looking statements included in this report on Form 10-Q are based on information available at the time of the report. Middlefield Banc Corp. assumes no obligation to update any forward-looking statement.

CHANGES IN FINANCIAL CONDITION

Overview

The following is management’s discussion and analysis of certain significant factors which have affected the financial condition and results of operations of the Company as reflected in the unaudited consolidated balance sheet as of June 30, 2021, as compared with December 31, 2020, and operating results for the three and six month periods ended June 30, 2021 and 2020. These comments should be read in conjunction with the Company’s unaudited consolidated financial statements and accompanying notes appearing elsewhere herein.

This discussion contains certain performance measures determined by methods other than in accordance with GAAP. Management of the Company uses these non-GAAP measures in its analysis of the Company’s performance. These measures are useful when evaluating the underlying performance and efficiency of the Company’s operations and balance sheet. The Company’s management believes that these non-GAAP measures provide a greater understanding of ongoing operations, enhance comparability of results with prior periods and demonstrate the effects of significant gains and charges in the current period. The Company’s management believes that investors may use these non-GAAP financial measures to evaluate the Company’s financial performance without the impact of unusual items that may obscure trends in the Company’s underlying performance. These disclosures should not be viewed as a substitute for financial measures determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. Non-GAAP measures include tangible book value per common share, return on average tangible common equity, and pre-tax, pre-provision income. The Company calculates the regulatory capital ratios using current regulatory report instructions. The Company’s management uses these measures to assess the quality of capital and believes that investors may find them useful in their evaluation of the Company. These capital measures may or may not be necessarily comparable to similar capital measures that may be presented by other companies.

2021 First Half Financial Highlights Include (on a year-over-year basis unless noted):

●

Net income of $8.6 million, or $1.35 per diluted share driven by record second quarter earnings of $4.4 million, or a record $0.70 per diluted share

●

Net interest margin improved by 16 basis points to 3.72%, compared to 3.56%

●

Total noninterest income was up 49.9% to $3.9 million

●

Pre-tax, pre-provision ⁽¹⁾ income increased 35.4% to $11.4 million

●

Return on average assets increased to 1.26% from 0.64%

●

Return on average equity increased to 11.88% from 5.79%

●

Return on average tangible common equity ⁽¹⁾ increased to 13.41% from 6.59%

●

Efficiency ratio improved to 57.60%, compared to 62.33%

●

Year-to-date net charge-offs declined 46.6% to $159,000

(1)

See reconciliation of non-GAAP measures in following tables

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

	For the Three Months Ended															For the Six Months Ended
	June 30,			March 31,			December 31,			September 30,			June 30,			June 30,			June 30,
	2021			2021			2020			2020			2020			2021			2020
Per common share data
Net income per common share - basic	$	0.70		$	0.65		$	0.39		$	0.29		$	0.47		$	1.36		$	0.63
Net income per common share - diluted	$	0.70		$	0.65		$	0.39		$	0.29		$	0.46		$	1.35		$	0.62
Dividends declared per share	$	0.16		$	0.16		$	0.15		$	0.15		$	0.15		$	0.32		$	0.30
Book value per share (period end)	$	23.50		$	22.80		$	22.54		$	22.27		$	22.09		$	23.50		$	22.09
Tangible book value per share (period end) ^{(2) (3)}	$	20.82		$	20.17		$	19.91		$	19.63		$	19.43		$	20.82		$	19.43
Dividends declared	$	1,004		$	1,016		$	957		$	957		$	956		$	2,020		$	1,920
Dividend yield		2.72	%		3.10	%		2.65	%		3.09	%		2.91	%		2.73	%		2.91	%
Dividend payout ratio		22.69	%		24.38	%		38.45	%		51.65	%		32.23	%		23.51	%		47.92	%
Average shares outstanding - basic		6,297,071			6,364,132			6,378,706			6,376,291			6,369,467			6,331,356			6,393,288
Average shares outstanding - diluted		6,312,230			6,378,493			6,397,681			6,385,765			6,388,118			6,348,345			6,412,585
Period ending shares outstanding		6,215,511			6,344,657			6,379,323			6,378,110			6,369,467			6,215,511			6,369,467

Selected ratios
Return on average assets		1.30	%		1.22	%		0.72	%		0.54	%		0.90	%		1.26	%		0.64	%
Return on average equity		12.10	%		11.65	%		6.76	%		5.11	%		8.57	%		11.88	%		5.79	%
Return on average tangible common equity ^{(2) (4)}		13.65	%		13.17	%		7.64	%		5.79	%		9.76	%		13.41	%		6.59	%
Efficiency ⁽¹⁾		57.28	%		57.91	%		59.29	%		51.96	%		61.29	%		57.60	%		62.33	%
Equity to assets at period end		10.74	%		10.42	%		10.33	%		10.41	%		10.47	%		10.74	%		10.47	%
Noninterest expense to average assets		0.58	%		0.60	%		0.57	%		0.52	%		0.58	%		1.18	%		1.19	%

(1)	The efficiency ratio is calculated by dividing noninterest expense less amortization of intangibles by the sum of net interest income on a fully taxable equivalent basis plus noninterest income
(2)	See reconciliation of non-GAAP measures below
(3)	Calculated by dividing tangible common equity by shares outstanding
(4)	Calculated by dividing annualized net income for each period by average tangible common equity

	For the Three Months Ended															For the Six Months Ended
	June 30,			March 31,			December 31,			September 30,			June 30,			June 30,			June 30,
Yields	2021			2021			2020			2020			2020			2021			2020
Interest-earning assets:
Loans receivable ⁽²⁾		4.43	%		4.48	%		4.28	%		4.48	%		4.53	%		4.45	%		4.73	%
Investment securities ⁽²⁾		3.47	%		3.75	%		3.65	%		3.66	%		3.76	%		3.60	%		3.69	%
Interest-earning deposits with other banks		0.18	%		0.20	%		0.21	%		0.27	%		0.23	%		0.19	%		0.72	%
Total interest-earning assets		4.05	%		4.11	%		4.00	%		4.23	%		4.27	%		4.08	%		4.47	%
Deposits:
Interest-bearing demand deposits		0.12	%		0.16	%		0.21	%		0.32	%		0.35	%		0.14	%		0.38	%
Money market deposits		0.46	%		0.47	%		0.53	%		0.70	%		0.93	%		0.47	%		1.17	%
Savings deposits		0.06	%		0.07	%		0.11	%		0.20	%		0.21	%		0.07	%		0.35	%
Certificates of deposit		1.19	%		1.28	%		1.56	%		1.77	%		2.00	%		1.24	%		2.06	%
Total interest-bearing deposits		0.46	%		0.53	%		0.70	%		0.93	%		1.11	%		0.50	%		1.25	%
Non-Deposit Funding:
Borrowings		1.18	%		1.10	%		0.95	%		0.45	%		0.53	%		1.14	%		0.83	%
Total interest-bearing liabilities		0.47	%		0.54	%		0.71	%		0.91	%		1.07	%		0.50	%		1.23	%
Cost of deposits		0.34	%		0.40	%		0.54	%		0.72	%		0.85	%		0.37	%		0.98	%
Cost of funds		0.35	%		0.41	%		0.55	%		0.71	%		0.83	%		0.38	%		0.98	%
Net interest margin ⁽¹⁾		3.72	%		3.73	%		3.49	%		3.57	%		3.49	%		3.72	%		3.56	%

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

(2)	Tax-equivalent adjustments to calculate the yield on tax-exempt securities and loans were determined using an effective tax rate of 21%.

Reconciliation of Common Stockholders' Equity to Tangible Common Equity	For the Three Months Ended										For the Six Months Ended
(Dollar amounts in thousands, unaudited)	June 30,		March 31,		December 31,		September 30,		June 30,		June 30,		June 30,
	2021		2021		2020		2020		2020		2021		2020

Stockholders' Equity (GAAP)	$	146,044	$	144,670	$	143,810	$	142,056	$	140,695	$	146,044	$	140,695
Less Goodwill and other intangibles		16,635		16,715		16,795		16,878		16,961		16,635		16,961
Tangible Common Equity (Non-GAAP)	$	129,409	$	127,955	$	127,015	$	125,178	$	123,734	$	129,409	$	123,734

Shares outstanding		6,215,511		6,344,657		6,379,323		6,378,110		6,369,467		6,215,511		6,369,467
Tangible book value per share (Non-GAAP)	$	20.82	$	20.17	$	19.91	$	19.63	$	19.43	$	20.82	$	19.43

Reconciliation of Average Equity to Return on Average Tangible Common Equity	For the Three Months Ended															For the Six Months Ended

	June 30,			March 31,			December 31,			September 30,			June 30,			June 30,			June 30,
	2021			2021			2020			2020			2020			2021			2020

Average Stockholders' Equity (GAAP)	$	146,719		$	145,065		$	146,374		$	144,167		$	139,212		$	145,892		$	139,287
Less Average Goodwill and other intangibles		16,674			16,754			16,836			16,919			17,002			16,714			17,043
Average Tangible Common Equity (Non-GAAP)	$	130,045		$	128,311		$	129,538		$	127,248		$	122,210		$	129,178		$	122,244

Net income	$	4,425		$	4,167		$	2,489		$	1,853		$	2,966		$	8,592		$	4,007
Return on average tangible common equity (annualized) (Non-GAAP)		13.65	%		13.17	%		7.64	%		5.79	%		9.76	%		13.41	%		6.59	%

Reconciliation of Pre-Tax Pre-Provision Income (PTPP)	For the Three Months Ended										For the Six Months Ended

	June 30,		March 31,		December 31,		September 30,		June 30,		June 30,		June 30,
	2021		2021		2020		2020		2020		2021		2020

Net income	$	4,425	$	4,167	$	2,489	$	1,853	$	2,966	$	8,592	$	4,007
Add Income Taxes		968		896		467		295		565		1,864		639
Add Provision for loan losses		200		700		2,100		4,000		1,000		900		3,740
PTPP	$	5,593	$	5,763	$	5,056	$	6,148	$	4,531	$	11,356	$	8,386

General . The Company’s total assets ended the June 30, 2021 quarter at $1.36 billion, a decrease of $31.8 million from December 31, 2020. For the same time period, cash and cash equivalents decreased $19.9 million, or 17.7%, while net loans decreased $48.5 million, or 4.4%, offset by an increase of $36.5 million in investments. Total liabilities decreased $34.0 million or 2.7%, while stockholders’ equity increased $2.2 million, or 1.6%.

Cash and cash equivalents . Cash and cash equivalents decreased $19.9 million, or 17.7%, to $92.5 million at June 30, 2021 from $112.4 million at December 31, 2020. Deposits from customers into savings and checking accounts, loan and securities repayments, and proceeds from borrowed funds typically increase these accounts. Decreases result from customer withdrawals, new loan originations, security purchases and repayments of borrowed and brokered funds. Elevated levels of cash can be traced primarily to pandemic-related government stimulus. This resulted in increased deposits, as both retail and commercial customers keep excess funds in liquid deposits accounts. The decrease in cash and cash equivalents from December 31, 2020 is due to an increase in the investment portfolio.

The Company will continue to hold elevated levels of cash and cash equivalents to meet the demands of customers during the economic downturn. The Company monitors cash and cash equivalents on a daily basis to ensure adequate liquidity positions are maintained, while searching for quality earning assets for excess funds.

Investment securities. Investment securities available for sale on June 30, 2021 totaled $150.9 million, an increase of $36.5 million, or 31.9%, from $114.4 million at December 31, 2020. During this period, the Company recorded repayments, calls, and maturities of $8.4 million and a net unrealized holding loss through AOCI of $495,000. Securities purchased were $45.6 million, and there were no sales of securities for the six months ended June 30, 2021. The Company recorded $121,000 in gains on equity securities as of June 30, 2021 on the Company’s Consolidated Statement of Income and Consolidated Statement of Cash Flows. The gain on equity securities is the result of remeasurements of fair value of the equity securities held during this six-month period.

At June 30, 2021, the Company held $32.6 million of subordinated debt in other banks, as compared to $21.3 million at December 31, 2020. The average yield on this portfolio was 4.98% at June 30, 2021 as compared to 5.19% at December 31, 2020.

Periodically, management reviews the entire municipal bond portfolio to assess credit quality. Each security held in this portfolio is assessed on attributes that have historically influenced default incidence in the municipal market, such as: sector, security, impairment filing, timeliness of disclosure, external credit assessment(s), credit spread, state, vintage, and underwriter. Municipal bonds compose 70% of the overall portfolio. These investments have historically proven to have extremely low credit risk.

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. The central Ohio market comprises 23.7% of the Company’s total loans. Net loans receivable decreased $48.5 million, or 4.4%, to $1.04 billion as of June 30, 2021. Loans receivable had an increase in the owner-occupied portfolio of $6.7 million, or 6.5%, and decreases in the consumer installment, construction and other, multifamily, home equity lines of credit, non-owner-occupied, residential real estate, and commercial and industrial portfolios of $1.1 million, or 11.5%, $1.3 million, or 2.1%, $4.6 million, or 11.7%. $4.9 million, or 4.3%, $5.1 million, or 1.6%, $5.9 million, or 2.5%, and $31.5 million, or 13.6%, respectively. The decrease in the commercial and industrial portfolio includes the forgiveness of PPP loans of $93.5 million during the six months ended June 30, 2021. The Company expects muted loan growth through the remainder of the year as a result of excess liquidity throughout the economy.

The Company’s Mortgage Banking operation generates loans for sale to the Federal Home Loan Mortgage Corporation (“Freddie Mac”). Loans held for sale on June 30, 2021 totaled $790,000, a decrease of $88,000, or 10.0%, from December 31, 2020. This decrease is the result of decreased activity due to fewer refinance opportunities. The Company recorded proceeds from the sale of $22.4 million of these loans for $813,000 in gains on sale of loans as of June 30, 2021 on the Company’s Consolidated Statement of Cash Flows.

The federal banking regulators have issued guidance for those institutions which are deemed to have concentrations in commercial real estate lending. Pursuant to the supervisory criteria contained in the guidance for identifying institutions with a potential commercial real estate concentration risk, institutions which have (1) total reported loans for construction, land development, and other land acquisitions which represent 100% or more of an institution’s total risk-based capital; or (2) total commercial real estate loans representing 300% or more of the institution’s total risk-based capital and the institution’s commercial real estate loan portfolio has increased 50% or more during the prior 36 months are identified as having potential commercial real estate concentration risk. Institutions which are deemed to have concentrations in commercial real estate lending are expected to employ heightened levels of risk management with respect to their commercial real estate portfolios, and may be required to hold higher levels of capital. The Company, like many community banks, has a concentration in commercial real estate loans, and the Company has experienced growth in its commercial real estate portfolio in recent years. At June 30, 2021 non-owner-occupied commercial real estate loans (including construction, land and land development loans) represent 279.3% of total risk-based capital. Construction, land and land development loans represent 41.8% of total risk-based capital. Management has extensive experience in commercial real estate lending, and has implemented and continues to maintain heightened risk management procedures, and strong underwriting criteria with respect to its commercial real estate portfolio. Loan monitoring practices include but are not limited to periodic stress testing analysis to evaluate changes to cash flows, owing to interest rate increases and declines in net operating income. Nevertheless, we may be required to maintain higher levels of capital as a result of our commercial real estate concentrations, which could require us to obtain additional capital, and may adversely affect shareholder returns. The Company has an extensive capital planning policy, which includes pro forma projections including stress testing within which the Board of Directors has established internal minimum targets for regulatory capital ratios that are in excess of well-capitalized ratios.

The Company monitors daily fluctuations in unused commitments as a means of identifying potentially material drawdowns on existing lines of credit. At June 30, 2021, unused line of credit commitments increased $10.8 million, or 4.2%, from December 31, 2020.

Allowance for Loan and Lease Losses and Asset Quality. The allowance for loan and lease losses increased $741,000, or 5.5%, to $14.2 million at June 30, 2021 from $13.5 million at December 31, 2020. For the three months ended June 30, 2021, net loan charge-offs totaled $122,000, or 0.05% of average loans, annualized, compared to net charge-offs of $34,000, or 0.01% of average loans, annualized, for the same period in 2020. To maintain the allowance for loan and lease losses, the Company recorded a provision for loan loss of $200,000 in the three-month period ended June 30, 2021. For the six months ended June 30, 2021, net loan charge-offs totaled $159,000, or 0.03% of average loans, annualized, compared to net charge-offs of $298,000, or 0.06% of average loans, annualized, for the same period in 2020. To maintain the allowance for loan and lease losses, the Company recorded a provision for loan loss of $900,000 in the six-month period ended June 30, 2021. The ratio of the allowance for loan and lease losses to nonperforming loans was 182.99% for the three-month period ended June 30, 2021, compared to 104.15% for the same period in the prior year. This is due to the allowance being adjusted to address the economic slowdown since the beginning of the COVID-19 pandemic.

Management analyzes the adequacy of the allowance for loan and lease losses regularly through reviews of the performance of the loan portfolio considering economic conditions, changes in interest rates and the effect of such changes on real estate values, and changes in the amount and composition of the loan portfolio. The allowance for loan and lease losses is a significant estimate that is particularly susceptible to changes in the near term. Management’s analysis includes a review of all loans designated as impaired, historical loan loss experience, the estimated fair value of the underlying collateral, economic conditions, current interest rates, trends in the borrower’s industry and other factors that management believes warrant recognition in providing for an appropriate allowance for loan and lease losses. Future additions or reductions to the allowance for loan and lease losses will be dependent on these factors. Additionally, the Company uses an outside party to conduct an independent review of commercial and commercial real estate loans that is designed to validate management conclusions of risk ratings and the appropriateness of the allowance allocated to these loans. The Company uses the results of this review to help determine the effectiveness of policies and procedures and to assess the adequacy of the allowance for loan and lease losses allocated to these types of loans. Management believes the allowance for loan and lease losses is appropriately stated at June 30, 2021. Based on the variables involved and management’s judgments about uncertain outcomes, the determination of the allowance for loan and lease losses is considered a critical accounting policy.

Goodwill. The carrying value of goodwill was $15.1 million at June 30, 2021 and December 31, 2020. The Company performs a periodic quantitative analysis of goodwill using multiple approaches. The primary methodology is 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.

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 most recent 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.

Nonperforming assets. Nonperforming assets include nonaccrual loans, loans 90 days or more past due, other real estate owned, 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.

	Asset Quality History

(Dollar amounts in thousands)	June 30, 2021			March 31, 2021			December 31, 2020			September 30, 2020			June 30, 2020

Nonperforming loans	$	7,760		$	8,958		$	7,858		$	6,690		$	9,803
Other real estate owned		7,090			7,372			7,387			7,391			687

Nonperforming assets	$	14,850		$	16,330		$	15,245		$	14,081		$	10,490

Allowance for loan and lease losses		14,200			14,122			13,459			11,359			10,210

Ratios:
Nonperforming loans to total loans		0.73	%		0.81	%		0.71	%		0.59	%		0.88	%
Nonperforming assets to total assets		1.09	%		1.18	%		1.10	%		1.03	%		0.78	%
Allowance for loan and lease losses to total loans		1.34	%		1.28	%		1.22	%		1.01	%		0.92	%
Allowance for loan and lease losses to nonperforming loans		182.99	%		157.65	%		171.28	%		169.79	%		104.15	%

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 24 TDRs accruing interest with a balance of $2.4 million as of June 30, 2021. A TDR that yields a market interest rate at the time of restructuring and is in compliance with its modified terms is no longer reported as a TDR in calendar years after the year in which the restructuring took place. To be in compliance with its modified terms, a loan that is a TDR must not be in nonaccrual status and must be current or less than 30 days past due on its contractual principal and interest payments under the modified repayment terms. Nonperforming loans secured by real estate totaled $7.1 million as of June 30, 2021, a decrease of $135,000 from $7.2 million at December 31, 2020.

A major factor in determining the appropriateness of the allowance for loan and lease losses is the type of collateral which secures the loans. Of the total nonperforming loans at June 30, 2021, 91.20% were secured by real estate. Although this does not insure against all losses, real estate typically provides for at least partial recovery, even in a distressed-sale and declining-value environment. The Company’s objective is to minimize the future loss exposure of the Company.

The allowance for loan and lease losses to total loans ratio increased from 1.22% as of December 31, 2020 to 1.34% as of June 30, 2021.

Deposits. The Company considers various sources when evaluating funding needs, including but not limited to deposits, which are a significant source of funds, totaling $1.20 billion or 97.5% of the Company’s total average funding sources at June 30, 2021. Total deposits decreased $29.9 million at June 30, 2021 from $1.23 billion at December 31, 2020. The total decrease in deposits is the net of increases in noninterest-bearing demand deposits, interest-bearing demand deposits, and savings deposits of $35.3 million, or 12.1%, $12.0 million, or 6.1%, and $8.3 million, or 3.4%, respectively, and decreases in money market deposits and time deposits of $15.0 million, or 7.6%, and $70.5 million, or 23.8%, respectively, at June 30, 2021, as some maturing certificates are not being renewed in the current low interest rate environment. The Company uses certain non-core funding instruments in order to grow the balance sheet and maintain liquidity. These deposits, either from a broker or a listing service, were $15.4 million at June 30, 2021, as compared to $66.9 million at December 31, 2020.

Borrowed funds. The Company uses short-term and long-term borrowings as another source of funding for asset growth and liquidity needs. These borrowings primarily include advances from the Federal Home Loan Bank of Cincinnati (the “FHLB”), subordinated debt, short-term borrowings from other banks, and federal funds purchased. Other borrowings decreased $4.0 million, or 23.5%, to $13.0 million as of June 30, 2021 from $17.0 million as of December 31, 2020.

Stockholders ’ equity. Stockholders’ equity increased $2.2 million, or 1.6%, to $146.0 million at June 30, 2021 from $143.8 million at December 31, 2020. This increase was the result of increases in retained earnings of $6.6 million, and common stock of $245,000. This increase is net of a decrease in AOCI of $391,000, and an increase in treasury stock of $4.2 million. The change in retained earnings is due to the year-to-date net income offset by dividends paid, the change in AOCI is due to fair value adjustments of available-for-sale securities, and the change in treasury stock is due to the Company repurchasing 181,045 of its outstanding shares during the six months ended June 30, 2021.

RESULTS OF OPERATIONS

General. Net income for the three months ended June 30, 2021, was $4.4 million, a $1.5 million, or 49.2%, increase from the amount earned during the same period in 2020. Diluted earnings per share for the quarter increased to $0.70, compared to $0.46 from the same period in 2020. Net income for the six months ended June 30, 2021, was $8.6 million, a $4.6 million, or 114.4%, increase from the amount earned during the same period in 2020. Diluted earnings per share for this six-month period increased to $1.35, compared to $0.62 from the same period in 2020.

The Company’s annualized return on average assets (“ROA”) and return on average equity (“ROE”) for the quarter were 1.30% and 12.10%, respectively, compared with 0.90% and 8.57% for the same period in 2020. The Company’s ROA and ROE for the six-month period were 1.26% and 11.88%, respectively, compared with 0.64% and 5.79% for the same period in 2020.

Net interest income. Net interest income, the primary source of revenue for the Company, is determined by the interest rate spread, which is defined as the difference between income on earning assets and the cost of funds supporting those assets, and the relative amounts of interest-earning assets and interest-bearing liabilities. Management periodically adjusts the mix of assets and liabilities, as well as the rates earned or paid on those assets and liabilities, in order to manage and improve net interest income. The level of interest rates and changes in the amount and composition of interest-earning assets and liabilities affect the Company’s net interest income. Management’s goal is to maintain a balance between steady net interest income growth and the risks associated with interest rate fluctuations.

Net interest income for the three months ended June 30, 2021 totaled $11.9 million, an increase of 10.8% from that reported in the comparable period of 2020. The net interest margin was 3.72% for the second quarter of 2021, an increase from the 3.49% reported for the same quarter of 2020. The increase in the net interest margin is attributable to an increase in the average balance of investment securities along with a decrease in yield on certificates of deposits of 81 basis points and the decrease in the average balance of certificates of deposits of $116.4 million. Net interest income for the six months ended June 30, 2021 totaled $23.8 million, an increase of 14.6% from that reported in the comparable period of 2020. The net interest margin was 3.72% for the six-month period ended June 30, 2021, an increase from the 3.56% reported for the same quarter of 2020. The increase in the net interest margin is attributable to a decrease in yield on certificates of deposits and money market deposits of 82 and 70 basis points, respectively, as well as a decrease in the average balance of certificates of deposits of $110.4 million. The Company’s net interest margin may be subject to fluctuation as a result of the rate of PPP loan forgiveness. As the Company is in an asset-sensitive position, reductions in market interest rates have a negative impact on margin as the Company’s interest-earning assets reprice faster than its interest-bearing liabilities. Much of our asset-sensitivity is due to commercial loans that have variable interest rates. Both loan types have floor rates. The benefit of these floors is more evident if the Federal Reserve maintains short-term interest rates at current levels.

Interest and dividend income. Interest and dividend income decreased $219,000, or 1.7%, for the three months ended June 30, 2021, compared to the same period in the prior year. This is attributable to a decrease in interest and fees on loans of $396,000, and is partially offset by an increase in taxable interest on investment securities of $204,000. Interest and dividend income decreased $86,000, or 0.3%, for the six months ended June 30, 2021, compared to the same period in the prior year. This is attributable to decreases in interest and fees on loans and tax-exempt interest on investment securities of $307,000 and $103,000, respectively. This decrease is partially offset by an increase in taxable interest on investment securities of $417,000.

Interest and fees earned on loans receivable decreased $396,000, or 3.2%, for the three months ended June 30, 2021, compared to the same period in the prior year. This is attributable to a decrease in average loan balances of $13.2 million, along with a 10 basis point decrease in the average yield to 4.43%. Interest and fees earned on loans receivable decreased $307,000, or 1.3%, for the six months ended June 30, 2021, compared to the same period in the prior year. This is attributable to a 28 basis point decrease in the average yield on loans receivable to 4.45%, partially offset by an increase in average loan balances of $53.1 million. The increase in the average loan balance for the six months ended June 30, 2021 is due in part to the issuance of PPP loans, from which the related gross deferred fee income was $2.3 million.

Net interest earned on securities increased by $172,000 for the three months ended June 30, 2021 when compared to the same period in the prior year. The average balance of investment securities increased $27.6 million, or 25.6%, while the 3.47% yield on the investment portfolio decreased by 29 basis points, from 3.76%, for the same period in the prior year. Net interest earned on securities increased by $314,000 for the six months ended June 30, 2021 when compared to the same period in the prior year. The average balance of investment securities increased $19.1 million, or 17.9%, while the 3.60% yield on the investment portfolio decreased by 9 basis points, from 3.69%, for the same period in the prior year.

Interest expense. Interest expense decreased $1.4 million, or 56.8%, for the three months ended June 30, 2021, compared to the same period in the prior year. This decrease is attributable to a decrease in the average balance of certificates of deposits and short-term borrowings of $116.4 million, or 33.22%, and $55.8 million, or 99.59%, respectively. This decrease is further attributable to decreases of 81 and 47 basis points in certificates of deposit and money market deposits, respectively. Interest expense decreased $3.1 million, or 57.6%, for the six months ended June 30, 2021, compared to the same period in the prior year. This decrease is attributable to decreases in the average balance of certificates of deposits and short-term borrowings of $110.4 million, or 30.48%, and $35.2 million, or 99.52%, respectively. This decrease is further attributable to decreases of 82, 81, and 70 basis points in certificates of deposits, other borrowings, and money market deposits, respectively.

The decreases in costs were primarily due to decreasing interest rates on all deposit products in response to the unprecedented decrease in the targeted federal funds interest rate, as well as other continuing effects of the COVID-19 pandemic.

Provision for loan losses. The provision for loan losses represents the charge to income necessary to adjust the allowance for loan and lease losses to an amount that represents management’s assessment of the estimated probable incurred credit losses inherent in the loan portfolio. Each quarter, management performs a review of estimated probable incurred credit losses in the loan portfolio. Based on this review, a provision for loan losses of $200,000 was recorded for the quarter ended June 30, 2021, a decrease of $800,000 from the quarter ended June 30, 2020. A provision for loan losses of $900,000 was recorded for the six-month period ended June 30, 2021, a decrease of $2.8 million from the same period in 2020. The Company remains confident in its conservative and disciplined approach to credit and risk management.

Nonperforming loans were $7.8 million, or 0.73%, of total loans at June 30, 2021 compared with $9.8 million, or 0.88%, at June 30, 2020. For the three months ended June 30, 2021, net loan charge-offs totaled $122,000, or 0.05% of average loans, compared to net charge-offs of $34,000, or 0.01% of average loans, for the second quarter of 2020. For the six months ended June 30, 2021, net loan charge-offs totaled $159,000, or 0.03% of average loans, compared to net charge-offs of $298,000, or 0.06% of average loans, for the second quarter of 2020.

With the passage of the PPP, administered by the Small Business Administration (“SBA”), the Company has actively participated in assisting its customers with applications for resources through the program. At June 30, 2021, the Company carried $90.2 million of PPP loans classified as C&I loans for reporting purposes. 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. ASC 326 requires credit enhancements that mitigate credit losses, such as the U.S. government guarantee on PPP loans, to be considered in estimating credit losses. The guarantee is considered “embedded” and, therefore, is considered when estimating credit loss on the PPP loans. Although the loans are fully guaranteed by the U.S. government and absent any specific loss information about any of our PPP loans, the Company does provide a $361,000 qualitative provision for loan losses on its PPP loans at June 30, 2021.

Noninterest income. Noninterest income increased $137,000, or 9.2%, for the three months ended June 30, 2021 over the comparable 2020 period. This increase was the result of an increase in service charges on deposit accounts of $290,000, or 51.2%, which is due to increased charges incurred including cash management fees relating to cannabis-related business. This increase is net of a decrease in gain on sale of loans of $160,000, or 42.0%, which is due to a decrease in refinancing of mortgages in the second quarter of 2021. Noninterest income increased $1.3 million, or 49.9%, during the six months ended June 30, 2021 over the comparable 2020 period. This increase was the result of increases in service charges on deposit accounts, and gain on sale of loans of $524,000, or 46.8%, and $318,000, or 64.2%, respectively. There was also an increase in gain on equity securities of $250,000. The increase in service charges on deposit accounts is due to increased charges incurred including cash management fees relating to cannabis-related business and the increase in gain on sale of loans is due to an increase in refinancing of mortgages due to a decrease in rates.

Noninterest expense. Noninterest expense of $7.9 million for the second quarter 2021 was 3.1%, or $237,000, higher than the second quarter of 2020. Salaries and employee benefits, federal deposit insurance expense, and occupancy expense increased $185,000, or 4.5%, $76,000, or 102.7%, and $66,000, or 13.7%, respectively. These increases were partially offset by a decrease in other expense of $125,000, or 12.3%. The salary increase is mostly due to annual pay adjustments, an increase in profit sharing expense, and a decrease in restricted stock activity. The increase in federal deposit insurance expense is due to an increase in premiums, and the increase in occupancy expense is due to an increase in building maintenance services. The decrease in other expense is due to decreases in promotional, miscellaneous loan, software, postage, and corporate expenses. Noninterest expense of $16.3 million for the six-month period ended June 30, 2021 was 9.0%, or $1.3 million, higher than the same period in 2020. Salaries and employee benefits, data processing costs, and occupancy expense increased $855,000, or 11.1%, $134,000, or 9.9%, and $116,000, or 11.2%, respectively. These increases were partially offset by a decrease in software amortization expense of $61,000, or 28.4%. The salary increase is mostly due to annual pay adjustments, an increase in profit sharing expense, and restricted stock activity. The increase in data processing costs is due to new and increased costs of processing services, and the increase in occupancy expense is due to an increase in building maintenance services. The decrease in software amortization expense is due to extending the life of certain software assets.

Provision for income taxes. The Company recognized $968,000 in income tax expense, which reflected an effective tax rate of 17.9% for the three months ended June 30, 2021, as compared to $565,000 with an effective tax rate of 16.0% for the comparable 2020 period. The Company recognized $1.9 million in income tax expense, which reflected an effective tax rate of 17.8% for the six months ended June 30, 2021, as compared to $639,000 with an effective tax rate of 13.8% for the comparable 2020 period. The increase in the effective tax rate is due to the increase of taxable income.

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%. Yields and rates have been calculated on an annualized basis utilizing monthly interest amounts.

	For the Three Months Ended June 30,
	2021							2020

	Average				Average			Average				Average
(Dollars in thousands)	Balance		Interest		Yield/Cost			Balance		Interest		Yield/Cost
Interest-earning assets:
Loans receivable ⁽³⁾	$	1,078,866	$	11,885		4.43	%	$	1,092,095	$	12,281		4.53	%
Investment securities ⁽³⁾		135,338		1,012		3.47	%		107,765		840		3.76	%
Interest-earning deposits with other banks ⁽⁴⁾		85,245		39		0.18	%		58,541		34		0.23	%
Total interest-earning assets		1,299,449		12,936		4.05	%		1,258,401		13,155		4.27	%
Noninterest-earning assets		70,692							62,976
Total assets	$	1,370,141						$	1,321,377
Interest-bearing liabilities:
Interest-bearing demand deposits	$	207,080	$	64		0.12	%	$	129,917	$	112		0.35	%
Money market deposits		185,728		212		0.46	%		164,434		381		0.93	%
Savings deposits		253,612		38		0.06	%		198,967		104		0.21	%
Certificates of deposit		233,930		696		1.19	%		350,298		1,739		2.00	%
Short-term borrowings		227		-		0.00	%		55,973		32		0.23	%
Other borrowings		13,062		39		1.20	%		15,615		62		1.60	%
Total interest-bearing liabilities		893,639		1,049		0.47	%		915,204		2,430		1.07	%
Noninterest-bearing liabilities:
Noninterest-bearing demand deposits		323,590							262,575
Other liabilities		6,193							4,311
Stockholders' equity		146,719							139,287
Total liabilities and stockholders' equity	$	1,370,141						$	1,321,377
Net interest income			$	11,887						$	10,725
Interest rate spread ⁽¹⁾						3.58	%						3.20	%
Net interest margin ⁽²⁾						3.72	%						3.49	%
Ratio of average interest-earning assets to average interest-bearing liabilities						145.41	%						137.50	%

(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 $179 and $190 for the three months ended June 30, 2021 and 2020, respectively.

(4) Includes dividends received on restricted stock.

Analysis of Changes in Net Interest Income. The following table analyzes the changes in interest income and interest expense, between the three-month periods ended June 30, 2021 and 2020, in terms of: (1) changes in volume of interest-earning assets and interest-bearing liabilities and (2) changes in yields and rates. The table reflects the extent to which changes in the Company’s interest income and interest expense are attributable to changes in rate (change in rate multiplied by prior period volume), changes in volume (changes in volume multiplied by prior period rate) and changes attributable to the combined impact of volume/rate (change in rate multiplied by change in volume). The changes attributable to the combined impact of volume/rate are allocated on a consistent basis between the volume and rate variances.

	2021 versus 2020

	Increase (decrease) due to
(Dollars in thousands)	Volume			Rate			Total

Interest-earning assets:
Loans receivable	$	(149	)	$	(247	)	$	(396	)
Investment securities		258			(86	)		172
Interest-earning deposits with other banks		15			(10	)		5
Total interest-earning assets		124			(343	)		(219	)


Interest-bearing liabilities:
Interest-bearing demand deposits		67			(115	)		(48	)
Money market deposits		49			(218	)		(169	)
Savings deposits		29			(95	)		(66	)
Certificates of deposit		(580	)		(463	)		(1,043	)
Short-term borrowings		(32	)		-			(32	)
Other borrowings		(10	)		(13	)		(23	)
Total interest-bearing liabilities		(477	)		(904	)		(1,381	)


Net interest income	$	601		$	561		$	1,162

	For the Six Months Ended June 30,
	2021							2020

	Average				Average			Average				Average
(Dollars in thousands)	Balance		Interest		Yield/Cost			Balance		Interest		Yield/Cost
Interest-earning assets:
Loans receivable ⁽³⁾	$	1,091,119	$	24,052		4.45	%	$	1,038,064	$	24,359		4.73	%
Investment securities ⁽³⁾		125,924		1,940		3.60	%		106,829		1,626		3.69	%
Interest-earning deposits with other banks ⁽⁴⁾		89,477		86		0.19	%		50,129		179		0.72	%
Total interest-earning assets		1,306,520		26,078		4.08	%		1,195,022		26,164		4.47	%
Noninterest-earning assets		70,850							63,990
Total assets	$	1,377,370						$	1,259,012
Interest-bearing liabilities:
Interest-bearing demand deposits	$	205,063		141		0.14	%	$	121,804	$	229		0.38	%
Money market deposits		190,502		441		0.47	%		161,221		934		1.17	%
Savings deposits		254,882		85		0.07	%		191,052		331		0.35	%
Certificates of deposit		251,711		1,548		1.24	%		362,082		3,707		2.06	%
Short-term borrowings		169		-		-			35,390		67		0.38	%
Other borrowings		13,660		78		1.15	%		14,159		138		1.96	%
Total interest-bearing liabilities		915,987		2,293		0.50	%		885,708		5,406		1.23	%
Noninterest-bearing liabilities:
Noninterest-bearing demand deposits		309,395							228,993
Other liabilities		6,096							5,024
Stockholders' equity		145,892							139,287
Total liabilities and stockholders' equity	$	1,377,370						$	1,259,012
Net interest income			$	23,785						$	20,758
Interest rate spread ⁽¹⁾						3.58	%						3.24	%
Net interest margin ⁽²⁾						3.72	%						3.56	%
Ratio of average interest-earning assets to average interest-bearing liabilities						142.64	%						134.92	%

(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 $347 and $379 for the six months ended June 30, 2021 and 2020, respectively.

(4) Includes dividends received on restricted stock.

Analysis of Changes in Net Interest Income. The following table analyzes the changes in interest income and interest expense, between the six-month periods ended June 30, 2021 and 2020, in terms of: (1) changes in volume of interest-earning assets and interest-bearing liabilities and (2) changes in yields and rates. The table reflects the extent to which changes in the Company’s interest income and interest expense are attributable to changes in rate (change in rate multiplied by prior period volume), changes in volume (changes in volume multiplied by prior period rate) and changes attributable to the combined impact of volume/rate (change in rate multiplied by change in volume). The changes attributable to the combined impact of volume/rate are allocated on a consistent basis between the volume and rate variances.

	2021 versus 2020

	Increase (decrease) due to
(Dollars in thousands)	Volume			Rate			Total

Interest-earning assets:
Loans receivable	$	1,244		$	(1,551	)	$	(307	)
Investment securities		349			(35	)		314
Interest-earning deposits with other banks		140			(233	)		(93	)
Total interest-earning assets		1,733			(1,819	)		(86	)


Interest-bearing liabilities:
Interest-bearing demand deposits		157			(245	)		(88	)
Money market deposits		170			(663	)		(493	)
Savings deposits		111			(357	)		(246	)
Certificates of deposit		(1,127	)		(1,032	)		(2,159	)
Short-term borrowings		(66	)		(1	)		(67	)
Other borrowings		(5	)		(55	)		(60	)
Total interest-bearing liabilities		(760	)		(2,353	)		(3,113	)


Net interest income	$	2,493		$	534		$	3,027

LIQUIDITY

Management's objective in managing liquidity is maintaining the ability to continue meeting the cash flow needs of banking 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. The Company offers a line of retail deposit products created to align with customer expectations while expanding the Company’s core funding base. Along with its liquid assets, the Company has additional sources of liquidity available to ensure that 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 and a borrowing agreement with the FHLB, and the adjustment of interest rates to obtain depositors. Management believes the Company has the capital adequacy, profitability and reputation to meet the current and projected needs of its customers.

At June 30, 2021, additional borrowing capacity at the FHLB was $416.4 million, as compared to $401.7 million at December 31, 2020. This increase was the result of collateralizing more assets. For the six months ended June 30, 2021, wholesale funding decreased $51.6 million. The Company also has the option of borrowing from the Federal Reserve discount window with any assets not currently pledged elsewhere. Management believes that the combination of high levels of potentially liquid assets, cash flows from operations, and additional borrowing capacity provided Middlefield Bank with strong liquidity as of June 30, 2021. Although the Company currently exhibits strong liquidity, management will continue to monitor liquidity in future periods to look for signs of stress resulting from the COVID-19 pandemic.

For the three months ended June 30, 2021, the adjustments to reconcile net income to net cash from operating activities consisted mainly of depreciation and amortization of premises and equipment and software, the provision for loan losses, net amortization of securities, earnings on bank-owned life insurance, accretion of net deferred loan fees, and net changes in other assets and liabilities. For a more detailed illustration of sources and uses of cash, refer to the Condensed Consolidated Statements of Cash Flows.

INFLATION

Substantially all of the Company's assets and liabilities relate to banking activities and are monetary in nature. The consolidated financial statements and related financial data are presented in accordance with GAAP. GAAP currently requires the Company to measure the financial position and results of operations in terms of historical dollars, with the exception of securities available for sale, impaired loans and other real estate loans that are measured at fair value. Changes in the value of money due to rising inflation can cause purchasing power loss.

Management's opinion is that movements in interest rates affect the financial condition and results of operations to a greater degree than changes in the rate of inflation. It should be noted that interest rates and inflation do affect each other, but do not always move in correlation with each other. The Company's ability to match the interest sensitivity of its financial assets to the interest sensitivity of its liabilities in its asset/liability management may tend to minimize the effect of changes in interest rates on the Company's performance.

REGULATORY MATTERS

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

The Federal Reserve Board and the FDIC have extensive authority to prevent and to remedy unsafe and unsound practices and violations of applicable laws and regulations by institutions and holding companies. The agencies may assess civil money penalties, issue cease-and-desist or removal orders, seek injunctions, and publicly disclose those actions. In addition, the Ohio Division of Financial Institutions possesses enforcement powers to address violations of Ohio banking law by Ohio-chartered banks.

REGULATORY CAPITAL REQUIREMENTS

Financial institution regulators have established guidelines for minimum capital ratios for banks, thrifts and bank and thrift holding companies. The net unrealized gain or loss on available-for-sale securities is generally not included in computing regulatory capital. In order to avoid limitations on capital distributions, including dividend payments, Middlefield Bank and the Company must each hold a capital conservation buffer above the adequately capitalized risk-based capital ratios. Within the tabular presentation that follows is the adequately capitalized ratio plus a 2.50% capital conservation buffer.

Middlefield Bank and the Company met each of the well-capitalized ratio guidelines at June 30, 2021. The following table indicates the capital ratios for Middlefield Bank and the Company at June 30, 2021 and December 31, 2020.

	As of June 30, 2021
				Tier 1 Risk			Common			Total Risk
	Leverage			Based			Equity Tier 1			Based
The Middlefield Banking Company		9.56	%		11.65	%		11.65	%		12.90	%
Middlefield Banc Corp.		9.84	%		12.03	%		11.31	%		13.28	%
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, 2020
				Tier 1 Risk			Common			Total Risk
	Leverage			Based			Equity Tier 1			Based
The Middlefield Banking Company		9.45	%		11.47	%		11.47	%		12.68	%
Middlefield Banc Corp.		9.63	%		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	%

Item 3. Quantitative and Qualitative Disclosures about Market Risk

ASSET AND LIABILITY MANAGEMENT

The primary objective of the Company’s asset and liability management function is to maximize the Company’s net interest income while simultaneously 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 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 various asset and liability management policies and strategies.

Interest Rate Sensitivity Simulation Analysis

The Company engages an external consultant to facilitate income simulation modeling on a quarterly basis. This modeling measures interest rate risk and sensitivity. The Asset and Liability Management Committee of the Company believes the various rate scenarios of the simulation modeling enable the Company to more accurately evaluate and manage the exposure of interest rate fluctuations on net interest income, the yield curve, various loan and mortgage-backed security prepayments, and deposit decay assumptions.

Earnings simulation modeling and assumptions about the timing and volatility of cash flows are critical in net portfolio equity valuation analysis. Particularly important are the assumptions driving mortgage prepayments and expected attrition of the core deposit portfolios. These assumptions are based on the Company’s historical experience and industry standards and are applied consistently across all rate risk measures.

The Company has established the following guidelines for assessing interest rate risk:

Net interest income simulation (“NII”) - Projected net interest income over the next twelve months will not be reduced by more than 10% given a gradual shift (i.e., over 12 months) in interest rates of up to 200 basis points (+ or -) and assuming no balance sheet growth.

Portfolio equity simulation - Portfolio equity is the net present value of the Company’s existing assets and liabilities. The Company uses an Economic Value of Equity (“EVE”) analysis which shows the estimated changes in portfolio equity taking certain long-term shock rates into consideration. Given a 200 basis point immediate and permanent increase in market interest rates, portfolio equity may not correspondingly decrease or increase by more than 20% of stockholders’ equity. Given a 100 basis point immediate and permanent decrease in market interest rates, portfolio equity may not correspondingly decrease or increase by more than 10% of stockholders’ equity.

The following table presents the simulated impact of a 200 basis point upward or 100 basis point downward shift of market interest rates on net interest income, and the change in portfolio equity. This analysis was done assuming the interest-earning asset and interest-bearing liability levels at June 30, 2021 and December 31, 2020 remained constant. The impact of the market rate movements was developed by simulating the effects of rates changing gradually over a one-year period from the June 30, 2021 and December 31, 2020 levels for net interest income and portfolio equity. The impact of market rate movements was developed by simulating the effects of an immediate and permanent change in rates at June 30, 2021 and December 31, 2020 for portfolio equity:

	June 30, 2021						December 31, 2020
Change in Rates	% Change in NII			% Change in EVE			% Change in NII			% Change in EVE
+200bp		1.60	%		3.00	%		1.70	%		9.10	%
-100bp		(0.90	)%		(14.50	)%		(0.70	)%		(19.90	)%

CRITICAL ACCOUNTING ESTIMATES

The Company’s critical accounting estimates involving the more significant judgments and assumptions used in the preparation of the consolidated financial statements as of June 30, 2021, have remained unchanged from December 31, 2020.

Item 4. Controls and Procedures

Controls and Procedures Disclosure

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

As of the end of the period covered by this quarterly report, an evaluation was carried out under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are, to the best of their knowledge, effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Subsequent to the date of their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that there were no significant changes in internal control or in other factors that could significantly affect the Company’s internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

A material weakness is a significant deficiency (as defined in Public Company Accounting Oversight Board Auditing Standard No. 2), 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 of performing their assigned functions.

Changes in Internal Control over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, the Company and MBC may be involved in litigation relating to claims arising out of their normal course of business. Currently, the Company and MBC are not involved in any legal proceedings the outcome of which, in management’s opinion, would be material to their financial condition or results of operations.

Item 1a. Risk Factors

There have been no material changes in the Company’s risk factors from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Details of repurchases of Company common stock during the second quarter of 2021 are included in the following table:

					Total shares purchased as		Maximum number of shares
2021 period	Total shares				part of a publicly announced		that may yet be purchased
In thousands, except per share data	purchased		Average price paid per share		program (a)		under the program

April 1-30		11,176	$	22.59		60,644		239,356
May 1-31		59,027	$	23.26		119,671		180,329
June 1-30		61,374	$	23.73		181,045		118,955
Total		131,577	$	23.42

(a)

On November 13, 2020, the Company announced that the Board of Directors approved a resumption and increase of the Company’s stock repurchase program (the “Program”). The Program commenced April 19, 2019 but repurchases under the program were temporarily suspended in March 2020 due to the COVID-19 pandemic. At the time the Program was suspended, the Company had repurchased 157,032 shares from the 300,000 share authorization under the Program. On November 9, 2020, the Board authorized an increase to the Program to 457,032 shares, resulting in 300,000 shares being available for repurchase. The Program may be modified, suspended or terminated by the Company at any time.

Item 3. Defaults by the Company on its Senior Securities

None

Item 4. Mine Safety Disclosures

N/A

Item 5. Other information

None

Item 6. Exhibits

Exhibit list for Middlefield Banc Corp. ’ s Form 10-Q Quarterly Report for the Period Ended June 30, 2021

Exhibit Number	Description	Location
3.1	Second Amended and Restated Articles of Incorporation of Middlefield Banc Corp., as amended	Incorporated by reference to Exhibit 3.1 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2005, filed on March 29, 2006

3.2	Regulations of Middlefield Banc Corp.	Incorporated by reference to Exhibit 3.2 of Middlefield Banc Corp.’s registration statement on Form 10 filed on April 17, 2001

4	Specimen stock certificate	Incorporated by reference to Exhibit 4 of Middlefield Banc Corp.’s registration statement on Form 10 filed on April 17, 2001

4.1	Amended and Restated Trust Agreement, dated as of December 21, 2006, between Middlefield Banc Corp., as Depositor, Wilmington Trust Company, as Property trustee, Wilmington Trust Company, as Delaware Trustee, and Administrative Trustees	Incorporated by reference to Exhibit 4.1 of Middlefield Banc Corp.’s Form 8-K Current Report filed on December 27, 2006

4.2	Junior Subordinated Indenture, dated as of December 21, 2006, between Middlefield Banc Corp. and Wilmington Trust Company	Incorporated by reference to Exhibit 4.2 of Middlefield Banc Corp.’s Form 8-K Current Report filed on December 27, 2006

4.3	Guarantee Agreement, dated as of December 21, 2006, between Middlefield Banc Corp. and Wilmington Trust Company	Incorporated by reference to Exhibit 4.3 of Middlefield Banc Corp.’s Form 8-K Current Report filed on December 27, 2006

10.1.0*	2017 Omnibus Equity Plan	Incorporated by reference to Middlefield Banc Corp.’s definitive proxy statement for the 2017 Annual Meeting of Shareholders, Appendix A, filed on April 4, 2017

10.1.1*	2007 Omnibus Equity Plan	Incorporated by reference to Middlefield Banc Corp.’s definitive proxy statement for the 2008 Annual Meeting of Shareholders, Appendix A, filed on April 7, 2008

10.2*	Change in Control Agreement between Middlefield Banc Corp. and Thomas G. Caldwell	Incorporated by reference to Exhibit 10.2 of Middlefield Banc Corp.’s Form 8-K Current Report filed on March 12, 2019

10.3*	Change in Control Agreement between Middlefield Banc Corp. and James R. Heslop, II	Incorporated by reference to Exhibit 10.3 of Middlefield Banc Corp.’s Form 8-K Current Report filed on March 12, 2019

10.4	Federal Home Loan Bank of Cincinnati Agreement for Advances and Security Agreement dated September 14, 2000	Incorporated by reference to Exhibit 10.4 of Middlefield Banc Corp.’s registration statement on Form 10 filed on April 17, 2001

10.4.1*	Severance Agreement between Middlefield Banc Corp. and Teresa M. Hetrick, dated January 7, 2008	Incorporated by reference to Exhibit 10.4.1 of Middlefield Banc Corp.’s Form 8-K Current Report filed on January 9, 2008

10.4.2*	Change in Control Agreement between Middlefield Banc Corp. and Charles O. Moore	Incorporated by reference to Exhibit 10.4.2 of Middlefield Banc Corp.’s Form 8-K Current Report filed on March 12, 2019

10.4.3*	Change in Control Agreement between Middlefield Banc Corp. and Donald L. Stacy	Incorporated by reference to Exhibit 10.4.3 of Middlefield Banc Corp.’s Form 8-K Current Report filed on March 12, 2019

10.4.4*	Severance Agreement between Middlefield Banc Corp. and Alfred F. Thompson, Jr., dated January 7, 2008	Incorporated by reference to Exhibit 10.4.4 of Middlefield Banc Corp.’s Form 8-K Current Report filed on January 9, 2008

10.4.5*	Change in Control Agreement between Middlefield Banc Corp. and Michael L. Allen	Incorporated by reference to Exhibit 10.4.5 of Middlefield Banc Corp.’s Form 10-Q Current Report filed on November 5, 2019

10.4.6*	Change in Control Agreement between Middlefield Banc Corp. and John D. Lane	Incorporated by reference to Exhibit 10.4.6 of Middlefield Banc Corp.’s Form 10-Q Current Report filed on November 5, 2019

10.4.7*	Change in Control Agreement between Middlefield Banc Corp. and Michael C. Ranttila	Incorporated by reference to Exhibit 10.4.7 of Middlefield Banc Corp.’s Form 10-K Current Report filed on March 12, 2021

10.5	[reserved]


10.6*	Amended Director Retirement Agreement with Richard T. Coyne	Incorporated by reference to Exhibit 10.6 of Middlefield Banc Corp.’s Form 8-K Current Report filed on January 9, 2008

10.7*	Amended Director Retirement Agreement with Frances H. Frank	Incorporated by reference to Exhibit 10.7 of Middlefield Banc Corp.’s Form 8-K Current Report filed on January 9, 2008

10.8	[reserved]

10.9	[reserved]

10.10	[reserved]

10.11*	Director Retirement Agreement with Martin S. Paul	Incorporated by reference to Exhibit 10.11 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year Ended December 31, 2001, filed on March 28, 2002

10.12	[reserved]

10.13	[reserved]

10.14*	Executive Survivor Income Agreement (aka DBO agreement [death benefit only]) with Donald L. Stacy	Incorporated by reference to Exhibit 10.14 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year Ended December 31, 2003, filed on March 30, 2004

10.15*	DBO Agreement with Jay P. Giles	Incorporated by reference to Exhibit 10.15 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year Ended December 31, 2003, filed on March 30, 2004

10.16*	DBO Agreement with Alfred F. Thompson, Jr.	Incorporated by reference to Exhibit 10.16 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year Ended December 31, 2003, filed on March 30, 2004

10.17*	DBO Agreement with Teresa M. Hetrick	Incorporated by reference to Exhibit 10.18 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year Ended December 31, 2003, filed on March 30, 2004

10.18 *	Executive Deferred Compensation Agreement with Jay P. Giles	Incorporated by reference to Exhibit 10.18 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year Ended December 31, 2011, filed on March 20, 2012
10.19	[reserved]

10.20*	DBO Agreement with James R. Heslop, II	Incorporated by reference to Exhibit 10.20 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year Ended December 31, 2003, filed on March 30, 2004

10.21*	DBO Agreement with Thomas G. Caldwell	Incorporated by reference to Exhibit 10.21 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year Ended December 31, 2003, filed on March 30, 2004

10.22*	Annual Incentive Plan	Incorporated by reference to Exhibit 10.22 of Middlefield Banc Corp.’s Form 8-K Current Report filed on March 12, 2019

10.22.1	[reserved]

10.23**	Amended Executive Deferred Compensation Agreement with Thomas G. Caldwell	Incorporated by reference to Exhibit 10.23 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year Ended December 31, 2019, filed on March 4, 2020

10.24**	Amended Executive Deferred Compensation Agreement with James R. Heslop, II	Incorporated by reference to Exhibit 10.24 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year Ended December 31, 2019, filed on March 4, 2020

10.25**	Amended Executive Deferred Compensation Agreement with Donald L. Stacy	Incorporated by reference to Exhibit 10.25 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year Ended December 31, 2019, filed on March 4, 2020

10.26**	Executive Variable Benefit Deferred Compensation Agreement with James R. Heslop, II	Incorporated by reference to Exhibit 10.26 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year Ended December 31, 2019, filed on March 4, 2020

10.27**	Executive Variable Benefit Deferred Compensation Agreement with Donald L. Stacy	Incorporated by reference to Exhibit 10.27 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year Ended December 31, 2019, filed on March 4, 2020

10.28**	Executive Deferred Compensation Agreement with Charles O. Moore	Incorporated by reference to Exhibit 10.28 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year Ended December 31, 2019, filed on March 4, 2020

10.29*	Form of conditional stock award under the 2007 Omnibus Equity Plan	Incorporated by reference to Exhibit 10.29 of Middlefield Banc Corp.’s Form 8-K Current Report filed on March 4, 2016

10.29.1	Form of conditional stock award under the 2017 Omnibus Equity Plan	Incorporated by reference to Exhibit 10.29 of Middlefield Banc Corp.’s Form 8-K Current Report filed on July 24, 2017

10.30**	Executive Deferred Compensation Agreement with Michael L. Allen	Incorporated by reference to Exhibit 10.30 of Middlefield Banc Corp.’s Form 10-Q Current Report filed on May 7, 2019

10.31**	Executive Deferred Compensation Agreement with John D. Lane	Incorporated by reference to Exhibit 10.31 of Middlefield Banc Corp.’s Form 10-Q Current Report filed on May 7, 2019

10.32**	Executive Deferred Compensation Agreement with Michael C. Ranttila	Incorporated by reference to Exhibit 10.32 of Middlefield Banc Corp.’s Form 10-K Current Report filed on March 12, 2021

31.1	Rule 13a-14(a) certification of Chief Executive Officer	filed herewith

31.2	Rule 13a-14(a) certification of Chief Financial Officer	filed herewith

32	Rule 13a-14(b) certification	filed herewith

99.1	Form of Indemnification Agreement with directors of Middlefield Banc Corp. and with executive officers of Middlefield Banc Corp. and The Middlefield Banking Company	Incorporated by reference to Exhibit 99.1 of Middlefield Banc Corp.’s registration statement on Form 10, Amendment No. 1, filed on June 14, 2001

101.INS***	Inline XBRL Instance	furnished herewith

101.SCH***	Inline XBRL Taxonomy Extension Schema	furnished herewith

101.CAL***	Inline XBRL Taxonomy Extension Calculation	furnished herewith

101.DEF***	Inline XBRL Taxonomy Extension Definition	furnished herewith

101.LAB***	Inline XBRL Taxonomy Extension Labels	furnished herewith

101.PRE***	Inline XBRL Taxonomy Extension Presentation	furnished herewith

104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* management contract or compensatory plan or arrangement

** management contract or compensatory plan or arrangement, a schedule has been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided on a supplemental basis to the Securities and Exchange Commission upon request

*** XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections

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 5, 2021		By: /s/Thomas G. Caldwell


		Thomas G. Caldwell

		President and Chief Executive Officer

Date: August 5, 2021		By: /s/Donald L. Stacy


		Donald L. Stacy

		Principal Financial and Accounting Officer

TABLE OF CONTENTS

Part I Financial Information Item 1. Financial Statements (unaudited)Item 2. Management's Discussion and Analysis Of Financial Condition and Results Of Operations 32 Item 3. Quantitative and Qualitative Disclosures About Market Risk 46 Item 4. Controls and Procedures 47 Part II Other Information Item 1. Legal Proceedings 48 Item 1A. Risk Factors 48 Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds 48 Item 3. Defaults By The Company on Its Senior Securities 48 Item 4. Mine Safety Disclosures 48 Item 5. Other Information 48 Item 6. Exhibits and Reports on Form 8-k 49 Note 1 - Basis Of Presentation Note 2 Revenue Recognition Note 3 - Stock-based Compensation Note 4 - Earnings Per Share Note 5 - Fair Value Measurements Note 6 Accumulated Other Comprehensive Income Note 7 Investment and Equity Securities Note 8 - Loans and Related Allowance For Loan and Lease Losses Note 9 Risks and Uncertainties Note 10 Commitments and Contingencies Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 2. Management Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II - Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3. Defaults By The Company on Its Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits

Exhibits

MBCN 10-Q Quarter ended June 30, 2021

Exhibits