MIDDLEFIELD BANC CORP.

CONSOLIDATED BALANCE SHEET

(Dollar amounts in thousands, except share data)

(Unaudited)

 

 

See accompanying notes to unaudited consolidated financial statements.

 

 

MIDDLEFIELD BANC CORP.

CONSOLIDATED STATEMENT OF INCOME

(Dollar amounts in thousands, except per share data)

(Unaudited)

 

 

See accompanying notes to unaudited consolidated financial statements.

 

 

MIDDLEFIELD BANC CORP.

CONSOLIDATED STATEMENT OF COMPREHENSIVE (LOSS) INCOME

(Dollar amounts in thousands)

(Unaudited)

 

 

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)

 

 

 

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)

 

 

 

See accompanying notes to unaudited consolidated financial statements.

 

 

MIDDLEFIELD BANC CORP.

CONSOLIDATED STATEMENT OF CASH FLOWS

(Dollar amounts in thousands)

(Unaudited)

 

 

See accompanying notes to unaudited consolidated financial statements.

 

 

 

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 subsidiaries, Middlefield Investments, Inc. (“MI”) and MB Insurance Services (“MIS”). All significant inter-company items have been eliminated.

 

On March 13, 2019, MBC established MI as an operating subsidiary to hold and manage an investment portfolio. On June 30, 2023, MI’s assets consist of a cash account, investments, and related accrued interest accounts. MI may only hold and manage investments and may not engage in any other activity without prior approval of the Ohio Division of Financial Institutions. In the first quarter of 2022, MBC established MIS as an operating subsidiary to offer retail and business customers various insurance services, including home, renters, automobile, pet, identity theft, travel, and professional liability insurance. On June 30, 2023, MIS’s assets consist of a cash account, a prepaid asset, and an accounts receivable. As a result of the bank merger of Liberty National Bank and MBC on December 1, 2022, Middlefield Banc Corp. acquired a 100% ownership interest in LBSI Insurance, LLC (“LBSI”), a wholly-owned financial subsidiary of Liberty National Bank. LBSI is no longer in operation following the merger, and MBC intends to merge it with and into its insurance subsidiary. All significant intercompany items have been eliminated between MBC and these subsidiaries.

 

On December 1, 2022, the Company completed its merger with Liberty Bancshares, Inc. (“Liberty’), pursuant to a previously announced definitive merger agreement. Under the terms of the merger agreement, Liberty shareholders received 2.752 shares of the Company’s common stock in exchange for each share of Liberty common stock they owned immediately before the merger. The Company issued 2,561,513 shares of its common stock in the merger and the aggregate merger consideration was approximately $73.3 million. Upon closing, Liberty’s bank subsidiary was merged into MBC, and Liberty’s six full-service bank offices, in Ada and Kenton in Hardin County, Bellefontaine North and Bellefontaine South in Logan County, Marysville in Union County, and Westerville in Franklin County, became offices of MBC.

 

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, 2022. 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.

 

Summary of Significant Accounting Policies

 

The Company’s significant accounting policies involving the more significant judgments and assumptions used in the preparation of the consolidated financial statements as of June 30, 2023, have remained unchanged from December 31, 2022. However, the Company has identified accounting policies that are critical accounting policies and an understanding of these policies is necessary to understand the Company’s financial statements. These policies relate to determining the adequacy of the allowance for credit losses, for the investment, loan portfolios, and unfunded commitments.

 

Management determines the appropriate classification of debt securities at the time of purchase and re-evaluates such designation as of each balance sheet date.

 

Investment securities classified as available for sale are those securities that the Bank intends to hold for an indefinite period of time but not necessarily to maturity. Securities available for sale are carried at fair value. Any decision to sell a security classified as available for sale would be based on various factors, including significant movements in interest rates, changes in the maturity mix of the Bank’s assets and liabilities, liquidity needs, regulatory capital considerations, and other similar factors. Unrealized gains or losses are reported as increases or decreases in other comprehensive income (loss), net of the deferred tax effect. Realized gains or losses, determined on the basis of the cost of the specific securities sold, are included in earnings. Premiums and discounts are recognized in interest income using the interest method over the terms of the securities.

 

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Investment securities classified as held to maturity are those securities the Bank has both the intent and ability to hold to maturity regardless of changes in market conditions, liquidity needs, or changes in general economic conditions. These securities are carried at cost, adjusted for the amortization of premium and accretion of discount, and computed by a method that approximates the interest method over the terms of the securities. As of June 30, 2023, the Company did not hold any held-to-maturity securities.

 

Equity securities are measured at fair value with changes in fair value recognized in net income.

 

Allowance for Credit Losses – Available for Sale Securities

 

The Bank measures expected credit losses on available-for-sale debt securities when the Bank intends to sell, or when it is more likely than not that it will be required to sell, the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security's amortized cost basis is written down to fair value through income. For available-for-sale debt securities that do not meet the aforementioned criteria, the Bank evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Bank considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this evaluation indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, equal to the amount that the fair value is less than the amortized cost basis. Economic forecast data is used to calculate the present value of expected cash flows. The Bank obtains its forecast data through a subscription to a widely recognized and relied-upon company that publishes various forecast scenarios. Management evaluates the various scenarios to determine a reasonable and supportable scenario and uses a single scenario in the model. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income.

 

The allowance for credit losses on available-for-sale debt securities is included within investment securities available for sale on the consolidated balance sheet. Changes in the allowance for credit losses are recorded within provision for credit losses on the consolidated statement of income. Losses are charged against the allowance when the Bank believes the collectability of an available-for-sale security is in jeopardy or when either of the criteria regarding intent or requirement to sell is met.

 

Accrued interest receivable on available-for-sale debt securities totaled $1.7 million on June 30, 2023, and is included within accrued interest receivable and other assets on the consolidated balance sheet. This amount is excluded from the estimate of expected credit losses. Available-for-sale debt securities are typically classified as nonaccrual when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about the further collectability of principal or interest. When available-for-sale debt securities are placed on nonaccrual status, unpaid interest credited to income is reversed.

 

Credit Losses on Investment Securities – Prior to adopting ASU 2016-13

 

The Bank adopted ASU No. 2016-13 effective January 1, 2023. Financial statement amounts related to investment securities recorded as of December 31, 2022, and for the periods ending December 31, 2022, are presented in accordance with the accounting policies described in the following sections. The following sections were carried forward from the Annual Report on Form 10-K for the year ended December 31, 2022

 

Investment securities are classified at the time of purchase, based on management’s intention and ability, as securities held to maturity or securities available for sale. Debt securities acquired with the intent and ability to hold to maturity are stated at cost, adjusted for amortization of premium and accretion of discount, computed using a level yield method, and recognized as interest income adjustments. Certain other debt securities have been classified as available for sale to serve principally as a source of liquidity. Unrealized holding gains and losses for available-for-sale securities are reported as a separate component of stockholders’ equity, net of tax until realized. Realized security gains and losses are computed using the specific identification method. Interest and dividends on investment securities are recognized as income when earned. For 2022, this category includes common stocks of public companies that the Company has the positive intent and ability to hold for an indeterminate amount of time. Such securities are reported at fair value, with unrealized holding gains and losses included in earnings.

 

Securities are evaluated quarterly and more frequently when economic or market conditions warrant such an evaluation to determine whether a decline in their value is other-than-temporary. For debt securities, management considers whether the present value of cash flows expected to be collected is less than the security’s amortized cost basis (the difference defined as the credit loss), the magnitude and duration of the decline, the reasons underlying the decline and the Bank’s intent to sell the security or whether it is more likely than not that the Bank would be required to sell the security before its anticipated recovery in market value, to determine whether the loss in value is other-than-temporary. Once a decline in value is determined to be other-than-temporary, if the Bank does not intend to sell the security, and it is more likely than not that it will not be required to sell the security, before recovery of the security’s amortized cost basis, the charge to earnings is limited to the amount of credit loss. Any remaining difference between fair value and amortized cost (the difference defined as the noncredit portion) is recognized in other comprehensive income, net of applicable taxes. Otherwise, the difference between fair value and the amortized cost is charged to earnings.

 

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Loans Receivable

 

Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at their outstanding unpaid principal balances, net of an allowance for loan losses, and any deferred fees or costs. Accrued interest receivable totaled $4.7 million on June 30, 2023, and was included within accrued interest receivable and other assets on the consolidated balance sheet and is excluded from the estimate of credit losses. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loans’ yield (interest income). The Bank is amortizing these amounts over the contractual life of the loan. Premiums and discounts on purchased loans are amortized as adjustments to interest income using the effective yield method.

 

The loans receivable portfolio is segmented into commercial and consumer loans. Commercial loans consist of the following classes: commercial construction, commercial and industrial loans, and commercial real estate loans. Consumer loans consist of the following classes: residential real estate loans, home equity loans, and consumer loans.

 

For all classes of loans receivable, the accrual of interest is discontinued when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about further collectability of principal or interest, even though the loan is currently performing. A loan may remain on accrual status if it is in the process of collection and is either guaranteed or well-secured. When a loan is placed on nonaccrual status, unpaid interest credited to income in the current year is reversed and unpaid interest accrued in prior years is charged against the allowance for loan losses. Interest received on nonaccrual loans, including impaired loans, generally is either applied against the principal or reported as interest income on a cash basis, according to management’s judgment as to the collectability of principal. Generally, loans are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time, and the ultimate collectability of the total contractual principal and interest is no longer in doubt. The past-due status of all classes of loans receivable is determined based on contractual due dates for loan payments.

 

Purchased Credit Deteriorated (PCD) Loans

 

The Bank has purchased loans, some of which have experienced more than insignificant credit deterioration since origination. The Bank reviews many factors to make the determination, including reviewing whether the loan is performing, delinquency status, and changes in risk rating to determine if the loan exhibits more than insignificant credit deterioration. PCD loans are recorded at the amount paid. An allowance for credit losses is determined using the same methodology as other loans held for investment. The initial allowance for credit losses determined on a collective basis is allocated to individual loans. The sum of the loan’s purchase price and allowance for credit losses becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a noncredit discount or premium, which is amortized into interest income over the life of the loan. Subsequent changes to the allowance for credit losses are recorded through credit loss expense.

 

Allowance for Credit Losses (ACL) – Loans

 

The allowance for credit losses is a valuation reserve established and maintained by charges against income and is deducted from the amortized cost basis of loans to present the net amount expected to be collected on the loans. Loans, or portions thereof, are charged off against the ACL when they are deemed uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.

 

The ACL is an estimate of expected credit losses, measured over the contractual life of a loan, that considers our historical loss experience, current conditions and forecasts of future economic conditions. Determination of an appropriate ACL is inherently subjective and may have significant changes from period to period.

 

Management uses a discounted cash flow (DCF) model to calculate the present value of the expected cash flows for pools of loans and leases that share similar risk characteristics and compares the results of this calculation to the amortized cost basis to determine its allowance for credit loss balance.

 

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The contractual term used in projecting the cash flows of a loan is based on the maturity date of a loan, and is adjusted for prepayment or curtailment assumptions which may shorten that contractual time period. Options to extend are considered by management in determining the contractual term.

 

The key inputs to the DCF model are (1) probability of default, (2) loss given default, (3) prepayment and curtailment rates, (4) reasonable and supportable economic forecasts, (5) forecast reversion period, (6) expected recoveries on charged off loans, and (7) discount rate.

 

Probability of Default (PD)

In order to incorporate economic factors into forecasting within the DCF model, management elected to use the Loss Driver method to generate the PD rate inputs. The Loss Driver method analyzes how one or more economic factors change the default rate using statistical regression analysis. Management selected economic factors that had strong correlations to historical default rates.

 

Loss Given Default (LGD)

Management elected to use the Frye Jacobs parameter for determining the LGD input, which is an estimation technique that derives an LGD input from segment-specific risk curves that correlates LGD with PD.

 

Prepayment and Curtailment rates

Prepayment Rates: Loan-level transaction data is used to calculate a semi-annual prepayment rate. Those semi-annual rates are annualized and the average of the annualized rates is used in the DCF calculation for fixed payment or term loans. Rates are calculated for each pool.

 

Curtailment Rates: Loan-level transaction data is used to calculate annual curtailment rates using any available historical loan-level data. The average of the historical rates is used in the DCF model for interest-only payment or line-of-credit type loans. Rates are calculated for each pool.

 

Reasonable and Supportable Forecasts

The forecast data used in the DCF model is obtained via a subscription to a widely recognized and relied-upon company that publishes various forecast scenarios. Management evaluates the various scenarios to determine a reasonable and supportable scenario.

 

Forecast Reversion Period

Management uses forecasts to predict how economic factors will perform and has determined to use a four-quarter forecast period as well as an eight-quarter straight-line reversion period to historical averages (also commonly referred to as the mean reversion period).

 

Expected Recoveries on Charged-off Loans

Management performs an analysis to estimate recoveries that could be reasonably expected based on historical experience in order to account for expected recoveries on loans that have already been fully charged off and are not included in the ACL calculation.

 

Discount Rate

The effective interest rate of the underlying loans and leases of the Corporation serves as the discount rate applied to the expected periodic cash flows. Management adjusts the effective interest rate used to discount expected cash flows to incorporate expected prepayments.

 

Individual Evaluation

Management evaluates individual instruments for expected credit losses when those instruments do not share similar risk characteristics with instruments evaluated using a collective (pooled) basis. Instruments will not be included in both collective and individual analyses. Individual analysis will establish a specific reserve for instruments in scope.

 

Management considers a financial asset as collateral-dependent when the debtor is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral, based on management's assessment as of the reporting date.

 

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The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist. 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 to finance the activities of commercial real estate owners and operators and certain agricultural loans. The residential real estate and HELOC loan segments consist of loans made to finance the activities of residential homeowners. The C&I loan segment consists of loans made to finance the activities of commercial customers and certain agricultural 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 credit loss for the C&I, RRE, and HELOC portfolios were partially offset by a decrease in the allowance for the CRE, Construction, and Consumer Installment portfolios.

 

Historical credit loss experience is the basis for the estimation of expected credit losses. We apply historical loss rates to pools of loans with similar risk characteristics. After consideration of the historic loss calculation, management applies qualitative adjustments to reflect the current conditions and reasonable and supportable forecasts not already reflected in the historical loss information at the balance sheet date. The qualitative adjustments for current conditions are based upon 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, the value of underlying collateral, concentrations of credit from a loan type, industry, and/or geographic standpoint. These modified historical loss rates are multiplied by the outstanding principal balance of each loan to calculate a required reserve.

 

The Bank has elected to exclude accrued interest receivable from the measurement of its ACL. When a loan is placed on nonaccrual status, any outstanding accrued interest is reversed against interest income.

 

The ACL for individual loans begins with the use of normal credit review procedures to identify whether a loan no longer shares similar risk characteristics with other pooled loans and therefore, should be individually assessed. We evaluate all commercial loans greater than $150,000 that meet the following criteria: 1) when it is determined that foreclosure is probable, 2) substandard, doubtful, and nonperforming loans when repayment is expected to be provided substantially through the operation or sale of the collateral, 3) when it is determined by management that a loan does not share similar risk characteristics with other loans. Specific reserves are established based on the following three acceptable methods for measuring the ACL: 1) the present value of expected future cash flows discounted at the loan’s original effective interest rate; 2) the loan’s observable market price; or 3) the fair value of the collateral when the loan is collateral-dependent. Collateral values are discounted to consider disposition costs when appropriate. A specific reserve is established or a charge-off is taken if the fair value of the loan is less than the loan balance. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Bank does not separately identify individual residential real estate loans, home equity loans, and consumer loans for impairment disclosures.

 

Allowance for Loan Losses – Prior to adopting ASU 2016-13

 

Prior to the adoption of ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, the Bank calculated our ALL using an incurred loan loss methodology. The following policy is related to the ALL in prior periods.

 

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

 

The allowance consists of specific, general, and unallocated components. The specific component relates to loans that are classified as impaired. For loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers pools of loans by loan class including commercial loans not considered impaired, as well as smaller balance homogeneous loans, such as residential real estate, home equity, and other consumer loans. Management has identified several additional qualitative factors to supplement the historical charge-off factor. These factors likely 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;

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levels of and trends in delinquency rates and nonaccrual loans;

 

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trends in volumes and terms of loans;

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effects of changes in lending policies;

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experience, ability, and depth of lending staff;

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value of underlying collateral;

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and concentrations of credit from a loan type, industry, and/or geographic standpoint.

 

A majority of the Bank’s loan assets are loans to business owners of many types. The Bank makes commercial loans for real estate development and other business purposes required by the customer base.

 

The Bank’s credit policies determine advance rates against the different forms of collateral that can be pledged against commercial loans. Typically, the majority of loans will be limited to a percentage of their underlying collateral values such as real estate values, equipment, eligible accounts receivable, and inventory. Individual loan advance rates may be higher or lower depending upon the financial strength of the borrower and/or term of the loan. The assets financed through commercial loans are used within the business for its ongoing operation. Repayment of these kinds of loans generally comes from the cash flow of the business or the ongoing conversions of assets. Commercial real estate loans include long-term loans financing commercial properties. Repayment of this kind of loan is dependent upon either the ongoing cash flow of the borrowing entity or the resale of or lease of the subject property. Commercial real estate loans typically require a loan-to-value ratio of not greater than 80 percent and vary in terms.

 

Residential mortgages and home equity loans are secured by the borrower’s residential real estate in either a first or second-lien position. Residential mortgages and home equity loans have varying loan rates depending on the financial condition of the borrower and the loan-to-value ratio. Residential mortgages have amortizations up to 30 years and home equity loans have maturities up to 20 years.

 

Consumer loans include installment loans, car loans, and overdraft lines of credit. The majority of these loans are unsecured.

 

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

 

The Bank originates commercial and residential construction loans to developers and builders and, in some cases, to other commercial borrowers for approved construction projects. These loans are typically structured on a non-revolving basis and the draw of funds is dependent on successfully completed and verified progress of the project. These loans are generally secured by the real estate to be developed and may also be secured by additional real estate to mitigate the risk. Sources of repayment for these types of loans may be from conversion to permanent loans extended by the Bank, sales of developed property, or permanent financing obtained elsewhere. These loans are closely monitored by on-site inspections and are considered to have higher risks than other real estate loans because their ultimate collateral value and repayment are sensitive to various factors affecting the successful completion of the project.

 

For commercial loans secured by real estate, estimated fair values are determined primarily through third-party appraisals. When a real estate secured loan becomes impaired, a decision is made regarding whether an updated certified appraisal of the real estate is necessary. This decision is based on various considerations, including the age of the most recent appraisal, the loan-to-value ratio based on the original appraisal, and the condition of the property. Appraised values are discounted to arrive at the estimated selling price of the collateral, which is considered to be the estimated fair value. The discounts also include estimated costs to sell the property.

 

For commercial and industrial loans secured by non-real estate collateral, such as accounts receivable, inventory, and equipment, estimated fair values are determined based on the borrower’s financial statements, inventory reports, accounts receivable agings, equipment appraisals, or invoices. Indications of value from these sources are generally discounted based on the age of the financial information or the quality of the assets.

 

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

 

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Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Bank does not separately identify individual residential real estate loans, home equity loans, and consumer loans for impairment disclosures, unless such loans are the subject of a troubled debt restructuring agreement or unless such loans are in the process of foreclosure or are being evaluated for foreclosure.

 

Loans whose terms are modified are classified as troubled debt restructurings if the Bank grants such borrowers concessions and it is deemed that those borrowers are experiencing financial difficulty. Concessions granted under a troubled debt restructuring generally involve a temporary reduction in interest rate or an extension of a loan’s stated maturity date. Nonaccrual troubled debt restructurings are restored to accrual status if principal and interest payments, under the modified terms, are current for six consecutive months after modification. Loans classified as troubled debt restructurings are designated as impaired.

 

The allowance calculation methodology includes further segregation of loan classes into risk rating categories. The borrower’s overall financial condition, repayment sources, guarantors, and value of collateral, if appropriate, are evaluated annually for commercial loans or when credit deficiencies arise, such as delinquent loan payments, for commercial and consumer loans. Credit quality risk ratings include regulatory classifications of special mention, substandard, doubtful, and loss. Loans classified as special mention have potential weaknesses that deserve management’s close attention. If uncorrected, the potential weaknesses may result in the deterioration of the repayment prospects. Loans classified as substandard have well-defined weaknesses that jeopardize the liquidation of the debt. They include loans that are inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans classified as doubtful have all the weaknesses inherent in loans classified as substandard with the added characteristic that collection or liquidation in full, on the basis of current conditions and facts, is highly improbable. Loans classified as a loss are considered uncollectible and are charged to the allowance for loan losses. Loans not classified are rated pass.

 

In addition, federal regulatory agencies, as an integral part of their examination process, periodically review the Bank’s allowance for loan losses and may require the Bank to recognize additions to the allowance based on their judgments about information available to them at the time of their examination, which may not be currently available to management.

 

Allowance for Credit Losses on Off-Balance Sheet Credit Exposures

 

The Bank estimates expected credit losses over the contractual period in which the Bank is exposed to credit risk via a contractual obligation to extend credit unless that obligation is unconditionally cancellable by the Bank. The allowance for credit losses on off-balance sheet credit exposures is adjusted through credit loss expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life.

 

Accounting Pronouncements Adopted in 2023

 

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. This standard, along with several other subsequent codification updates, replaces the incurred loss impairment methodology in the current GAAP with a methodology that reflects expected credit losses that are expected to occur over the remaining life of a financial asset and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments in this update require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The new current expected credit losses model (“CECL”) applies to the allowance for loan losses, available-for-sale and held-to-maturity debt securities, purchased financial assets with credit deterioration, and certain off-balance sheet credit exposures. On January 1, 2023, Middlefield adopted CECL. Upon adoption, the reserve for credit losses on loans and leases increased by $5.3 million, and the reserve for credit losses for unfunded commitments increased by $683,000. This resulted in an after-tax retained earnings adjustment of $4.4 million. During the six months that ended June 30, 2023, the Corporation recorded CECL-related charges of $1.3 million, including a provision for credit losses on unfunded commitments of $874,000 and a reserve for unfunded commitments of $447,000.

 

The Bank adopted this guidance, and subsequent related updates, using the modified retrospective approach for all financial assets measured at amortized cost, including loans, available-for-sale debt securities and unfunded commitments. On January 1, 2023, the Bank recorded a cumulative effect decrease to retained earnings of $3.9 million related to loans and $491,000 related to unfunded commitments.

 

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The Bank adopted the provisions of ASC 326 related to financial assets purchased with credit deterioration (PCD) that were previously classified as purchased credit impaired (PCI) and accounted for under ASC 310-30 using the prospective transition approach. In accordance with the standard, management did not reassess whether PCI assets met the criteria of PCD assets as of the date of adoption. On January 1, 2023, the amortized cost basis of the PCD assets were adjusted to reflect the addition of $121,000 of the allowance for credit losses (ACL).

 

The Bank adopted the provisions of ASC 326 related to presenting other-than-temporary impairment on available-for-sale debt securities prior to January 1, 2023 using the prospective transition approach, though no such charges had been recorded on the securities held by the Bank as of the date of adoption.

 

The following table illustrates the pre-tax impact of the adoption of this ASU:

 

		January 1, 2023
		Allowance for Credit Losses
		Pre-adoption				Adoption Impact				As Reported
ACL on loans
Commercial real estate:
Owner occupied		$	2,203			$	811			$	3,014
Non-owner occupied			5,597				(1,206	)			4,391
Multifamily			662				591				1,253
Residential real estate			2,047				2,744				4,791
Commercial and industrial			1,483				2,320				3,803
Home equity lines of credit			1,753				(1,031	)			722
Construction and other			609				956				1,565
Consumer installment			84				197				281
Total		$	14,438			$	5,382			$	19,820
ACL on unfunded commitments		$	-			$	(683	)		$	(683	)

 

In March 2022, the FASB issued ASU No. 2022-02, "Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures." The amendments eliminate the accounting guidance for troubled debt restructurings by creditors that have adopted CECL and enhance the disclosure requirements for modifications of receivables made with borrowers experiencing financial difficulty. In addition, the amendments require disclosure of current period gross write-offs by year of origination for financing receivables and net investment in leases in the existing vintage disclosures. This ASU became effective on January 1, 2023 for the Corporation. The adoption of this ASU resulted in updated disclosures within our financial statements but otherwise did not have a material impact on the Corporation's financial statements.

 

Recent Accounting Pronouncements

 

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

 

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

 

On March 15, 2022, President Biden signed into law the “Adjustable Interest Rate (LIBOR) Act,” as part of the Consolidated Appropriations Act, 2022, which provides for a statutory transition to a replacement rate selected by the Federal Reserve based on the SOFR for contracts referencing LIBOR that contain no fallback provisions or ineffective fallback provisions, unless a replacement rate is selected by a determining person as outlined in the statute. On December 16, 2022, the Federal Reserve adopted a final rule implementing the Adjustable Interest Rate (LIBOR) Act by identifying benchmark rates based on SOFR that will replace LIBOR in certain financial contracts after June 30, 2023. As of June 30, 2023, the Company has transitioned substantially all of its financial instruments to an alternative benchmark rate.

 

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

 

Following 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 (losses), gains on the sale of loans, and BOLI income, are not within the scope of ASC 606. These revenue sources cumulatively comprise 93.5% 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 canceled at any time by either the Company or the deposit customer. Revenue from these transactions is recognized monthly 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 the completion of the requested service/transaction.

 

Gains on sale of other real estate owned (“OREO”) – Gains and losses are recognized after the property sale when the buyer obtains control of the real estate, and all of the performance obligations of the Company have been satisfied. Evidence of the buyer obtaining control of the asset includes the transfer of the property title, physical possession of the asset, and the buyer securing 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, the payment terms, that the contract has an actual commercial substance, and that amounts due from the buyer are reasonable. In situations where financing terms are not reflective of current market terms, the transaction price is discounted, impacting the gain/loss and the carrying value of the asset. Gains and losses on the sale of OREO are reported in the Consolidated Statement of Income.

 

Revenue from investment services – The Company earns investment services revenue through its servicing agreement with LPL Financial. The performance obligation to investment management customers is satisfied over time, and therefore, revenue is recognized over time. The Company generally receives trailing investment services revenue in arrears and recognizes the revenue when the monthly statement is received.

 

Miscellaneous Fee income – Fees earned on other services, such as ATM surcharge fees, money order fees, and check fees, are recognized at the time of the event or the applicable billing cycle.

 

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The following table depicts the disaggregation of revenue derived from contracts with customers to depict the nature, amount, timing, and uncertainty of revenue and cash flows:

 

		For the Three Months Ended June 30, 2023								For the Six Months Ended June 30, 2023
Noninterest Income		2023				2022				2023				2022
(Dollar amounts in thousands)
Service charges on deposit accounts:
Overdraft fees		$	229			$	223			$	476			$	424
ATM banking fees			491				359				963				668
Service charges and other fees			220				374				487				778
Loss on equity securities ⁽ª⁾			(67	)			(72	)			(205	)			(39	)
Gain on other real estate owned			-				-				2				-
Earnings on bank-owned life insurance ⁽ª⁾			220				108				420				214
Gain on sale of loans ⁽ª⁾			6				18				29				21
Revenue from investment services			174				153				359				294
Miscellaneous Fee income			97				76				185				139
Gross rental income			77				-				179				-
Other income			145				144				375				287
Total noninterest income		$	1,592			$	1,383			$	3,270			$	2,786

 

(a) Not within scope of ASC 606

 

NOTE 3 - STOCK-BASED COMPENSATION

 

The Company had no non-vested stock options outstanding as of June 30, 2023 and 2022.

 

There was no stock option activity during the three or six months ended June 30, 2023.

 

The following table presents the activity during the six months ended June 30, 2023, related to awards of restricted stock:

 

						Weighted-
						average
						Grant Date Fair
		Units				Value Per Unit
Nonvested at January 1, 2023			63,646			$	24.34
Granted			29,781				27.40
Vested			(8,003	)			26.09
Forfeited			(15,205	)			26.09
Nonvested at June 30, 2023			70,219			$	25.29
Expected to vest as of June 30, 2023			48,074			$	24.91

 

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

 

Share-based compensation expense (recovery) of $34,000 and ($162,000) was recognized for the three-month periods ended June 30, 2023, and 2022, respectively. Share-based compensation expense (recovery) of $79,000 and ($44,000) was recognized for the six-month periods ended June 30, 2023, and 2022, respectively. Expense recovery is the result of a decrease in the market valuation of the plans. Vesting of shares under the plan is contingent on a combination of service period and a market condition tied to the total shareholder return on the Company’s stock. A change in market conditions leads to adjustments to the probability of the market condition achievement, which results in changes in the liability and the 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 $556,000 and $340,000 on June 30, 2023, and 2022, 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 non-vested, share-based compensation on restricted stock as of June 30, 2023, totals $746,000, of which $219,000 is estimated for the rest of 2023, $305,000 for 2024, $190,000 for 2025, and $32,000 for 2026. 

 

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NOTE 4 - EARNINGS PER SHARE

 

The Company provides a 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,
		2023				2022				2023				2022
Weighted-average common shares issued			9,924,245				7,347,526				9,922,895				7,342,930
Average treasury stock shares			(1,835,452	)			(1,496,104	)			(1,809,250	)			(1,477,783	)
Weighted-average common shares and common stock equivalents used to calculate basic earnings per share			8,088,793				5,851,422				8,113,645				5,865,147
Additional common stock equivalents (stock options and restricted stock) used to calculate diluted earnings per share			13,191				8,676				13,191				8,676
Weighted-average common shares and common stock equivalents used to calculate diluted earnings per share			8,101,984				5,860,098				8,126,836				5,873,823

 

Outstanding on June 30, 2023, were 70,219 shares of restricted stock, 57,028 shares of which were anti-dilutive.

 

Outstanding on June 30, 2022, were 63,646 shares of restricted stock, 54,970 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, 2023, the Company held 1,835,452 of the Company’s shares, which is an increase of 164,221 from the 1,671,231 shares held as of December 31, 2022.

 

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.

 

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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, 2023
(Dollar amounts in thousands)		Level I				Level II				Level III				Total
Assets measured on a recurring basis:
Subordinated debt		$	-			$	21,568			$	9,886			$	31,454
Obligations of states and political subdivisions			-				129,048				-				129,048
Mortgage-backed securities in government-sponsored entities			-				6,707				-				6,707
Total debt securities			-				157,323				9,886				167,209
Equity securities in financial institutions			711				-				-				711
Total		$	711			$	157,323			$	9,886			$	167,920

 

						December 31, 2022
(Dollar amounts in thousands)		Level I				Level II				Level III				Total
Assets measured on a recurring basis:
Subordinated debt		$	-			$	21,427			$	8,737			$	30,164
Obligations of states and political subdivisions			-				127,334				-				127,334
Mortgage-backed securities in government-sponsored entities			-				7,469				-				7,469
Total debt securities			-				156,230				8,737				164,967
Equity securities in financial institutions			915				-				-				915
Total		$	915			$	156,230			$	8,737			$	165,882

 

Investment Securities Available for Sale - An independent pricing service provides the Company fair values, 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, benchmarked yield curve, credit spreads and prices from market makers and live trading systems (Level II). Level III securities are assets whose fair value cannot be determined by using observable measures. The inputs to the valuation methodology of these securities are unobservable and significant to the fair value measurement. Currently, this category includes certain subordinated debt investments that are valued based on the discounted cash flow approach assuming a yield curve of similarly structured instruments.

 

While the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of specific financial instruments could result in a different estimate of fair value at the reporting date. Management uses its best judgment in estimating the fair value of the Company’s financial instruments; however, there are inherent weaknesses in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates herein are not necessarily indicative of the amounts the Company could have realized in a sales transaction on the dates indicated. The estimated fair value amounts have been measured as of their respective period-ends and have not been re-evaluated or updated for purposes of these financial statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments following the respective reporting dates may be different from the amounts reported at each period-end.

 

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

 

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The following table presents the fair value reconciliation of Level 3 assets measured at fair value on a recurring basis.

 

(Dollar amounts in thousands)		Subordinated debt
Balance as of January 1, 2023		$	8,737
Purchases, sales, settlements			-
Transfers into Level III (1)			1,000
Net change in unrealized loss on available-for-sale investment securities			149
Balance as of June 30, 2023		$	9,886

 

(1)

Transfers between hierarchy levels are based on the availability of sufficient observable inputs to meet Level II versus Level II criteria. The level designation of each financial instrument is reassessed at the end of each period.

 

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 individually analyzed 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 after the initial measurement.

 

						June 30, 2023
(Dollar amounts in thousands)		Level I				Level II				Level III				Total
Assets measured on a non-recurring basis:
Individually analyzed loans held for investment		$	-			$	-			$	668			$	668

 

						December 31, 2022
(Dollar amounts in thousands)		Level I				Level II				Level III				Total
Assets measured on a non-recurring basis:
Individually analyzed loans held for investment		$	-			$	-			$	1,143			$	1,143
Other real estate owned			-				-				5,792				5,792

 

Individually analyzed Loans – The Company has measured impairment on collateral-dependent individually analyzed loans generally based on the fair value of the loan’s collateral. Fair value is generally determined based on 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 credit 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 $559,000 as of June 30, 2023.

 

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 usually 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 $688,000 as of December 31, 2022.

 

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 after foreclosure are included in net expenses from OREO.

 

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

 

		Quantitative Information about Level III Fair Value Measurements
(Dollar amounts in thousands)
		Fair Value Estimate			Valuation Techniques	Unobservable Input		Range (Weighted Average)
June 30, 2023
Individually analyzed loans held for investment		$	668		Appraisal of collateral (1)	Appraisal adjustments (2)			13.5%

 

		Quantitative Information about Level III Fair Value Measurements
(Dollar amounts in thousands)
		Fair Value Estimate			Valuation Techniques	Unobservable Input		Range (Weighted Average)
December 31, 2022
Impaired loans		$	1,143		Appraisal of collateral (1)	Appraisal adjustments (2)			12.0%
Other real estate owned		$	5,792		Appraisal of collateral (1)	Appraisal adjustments (2)			8.4%

 

(1)

Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various level III inputs that 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, 2023
		Carrying																Total
		Value				Level I				Level II				Level III				Fair Value
		(Dollar amounts in thousands)
Financial assets:
Loans held for sale		$	171			$	-			$	171			$	-			$	171
Net loans			1,388,844				-				-				1,362,023				1,362,023
Financial liabilities:
Deposits		$	1,431,641			$	1,143,780			$	-			$	1,238,379			$	2,382,159
Other borrowings			11,961				-				-				11,961				11,961

 

		December 31, 2022
		Carrying																Total
		Value				Level I				Level II				Level III				Fair Value
		(Dollar amounts in thousands)
Financial assets:
Net loans		$	1,338,434			$	-			$	-			$	1,298,814			$	1,298,814
Financial liabilities:
Deposits		$	1,402,019			$	1,163,999			$	-			$	231,218			$	1,395,217
Other borrowings			12,059				-				-				12,059				12,059

 

Included within other borrowings is an $8.2 million note payable, which matures in December 2037. These borrowings were used to form a special purpose entity to issue $8.0 million of floating rate, obligated mandatorily redeemable securities. The rate adjusts quarterly, equal to SOFR plus 1.67%. The borrowing is a floating rate instrument, and any difference between the cost and fair value is insignificant. 

 

In addition to the financial instruments included in the above tables, cash and cash equivalents, bank-owned life insurance, Federal Home Loan Bank (the “FHLB”) stock, accrued interest receivable, short-term borrowings, and accrued interest payable, are carried at cost, which approximates the fair value of the instruments.

 

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NOTE 6 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

 

The following table presents the changes in accumulated other comprehensive income (loss) (“AOCI”) by component, net of tax, for the three and six months ended June 30, 2023, and 2022, respectively:

 

(Dollars in thousands)		Unrealized (losses)/gains on available-for-sale securities (a)
Balance as of March 31, 2023		$	(19,253	)
Other comprehensive loss			(1,377	)
Balance at June 30, 2023		$	(20,630	)
Balance as of December 31, 2022		$	(22,144	)
Other comprehensive gain			1,514
Balance at June 30, 2023		$	(20,630	)

 

(Dollars in thousands)		Unrealized (losses)/gains on available-for-sale securities (a)
Balance as of March 31, 2022		$	(6,674	)
Other comprehensive loss			(10,917	)
Balance at June 30, 2022		$	(17,591	)
Balance as of December 31, 2021		$	3,462
Other comprehensive loss			(21,053	)
Balance as of June 30, 2022		$	(17,591	)

 

(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, 2023, and 2022.

 

NOTE 7 – INVESTMENT AND EQUITY SECURITIES

 

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

 

		June 30, 2023
						Gross				Gross
		Amortized				Unrealized				Unrealized				Fair
(Dollar amounts in thousands)		Cost				Gains				Losses				Value
Subordinated debt		$	34,300			$	96			$	(2,942	)		$	31,454
Obligations of states and political subdivisions:
Taxable			500				-				(1	)			499
Tax-exempt			151,052				40				(22,543	)			128,549
Mortgage-backed securities in government-sponsored entities			7,472				-				(765	)			6,707
Total		$	193,324			$	136			$	(26,251	)		$	167,209

 

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		December 31, 2022
						Gross				Gross
		Amortized				Unrealized				Unrealized				Fair
(Dollar amounts in thousands)		Cost				Gains				Losses				Value
Subordinated debt		$	32,300			$	3			$	(2,139	)		$	30,164
Obligations of states and political subdivisions:
Taxable			500				-				-				500
Tax-exempt			151,896				49				(25,111	)			126,834
Mortgage-backed securities in government-sponsored entities			8,302				-				(833	)			7,469
Total		$	192,998			$	52			$	(28,083	)		$	164,967

 

Equity securities totaled $711,000 and $915,000 at June 30, 2023 and December 31, 2022, respectively.

 

The Company recognized a net loss on equity investments of $67,000 and $205,000 for the three and six months ended June 30, 2023. The Company recognized a net loss on equity investments of $72,000 and $39,000, respectively, for the three and six months ended June 30, 2022. 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, 2023, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

		Amortized				Fair
(Dollar amounts in thousands)		Cost				Value
Due in one year or less		$	1,114			$	1,112
Due after one year through five years			2,311				2,221
Due after five years through ten years			52,720				49,416
Due after ten years			137,179				114,460
Total		$	193,324			$	167,209

 

There were no securities sold during the three and six months ended June 30, 2023, and 2022, respectively.

 

Investment securities with an approximate carrying value of $116.1 million and $89.9 million on June 30, 2023, and December 31, 2022, 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, 2023
		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		$	3,950			$	(350	)		$	25,909			$	(2,592	)		$	29,859			$	(2,942	)
Obligations of states and political subdivisions:
Taxable			499				(1	)			-				-				499				(1	)
Tax-exempt			16,181				(225	)			100,600				(22,318	)			116,781				(22,543	)
Mortgage-backed securities in government-sponsored entities			504				(13	)			6,184				(752	)			6,688				(765	)
Total		$	21,134			$	(589	)		$	132,693			$	(25,662	)		$	153,827			$	(26,251	)

 

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		December 31, 2022
		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		$	12,638			$	(1,129	)		$	8,790			$	(1,010	)		$	21,428			$	(2,139	)
Obligations of states and political subdivisions:
Tax-exempt			75,343				(10,488	)			41,138				(14,623	)			116,481				(25,111	)
Mortgage-backed securities in government-sponsored entities			6,153				(480	)			1,316				(353	)			7,469				(833	)
Total		$	94,134			$	(12,097	)		$	51,244			$	(15,986	)		$	145,378			$	(28,083	)

 

Every quarter, the Company evaluates securities with unrealized losses to determine if the decline in fair value has resulted from credit losses or other factors. There were 39 securities in an unrealized loss position for less than twelve months and 153 securities in an unrealized loss position for twelve months or greater on June 30, 2023. Unrealized losses on available-for-sale securities have not been recognized into income because we do not intend to sell and it is more likely than not that we will not be required to sell any of the securities in an unrealized loss position before recovery of their amortized cost. The unrealized losses on debt securities were attributable to changes in interest rates and not related to the credit quality of these issuers. As of June 30, 2023, no ACL was required on available-for-sale securities. Prior to the adoption of ASU 2016-13 there were no available for sale debt securities with an unrealized loss that suffered other than temporary impairment (OTTI) during the year ended December 31, 2022.

 

NOTE 8 - LOANS AND RELATED ALLOWANCE FOR CREDIT 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 and western Ohio market with offices in Ada, Bellefontaine, Dublin, Kenton, Marysville, 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 credit 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 the 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 (in thousands):

 

		June 30,				December 31,
		2023				2022
Commercial real estate:
Owner occupied		$	187,919			$	191,748
Non-owner occupied			385,846				380,580
Multifamily			58,579				58,251
Residential real estate			312,196				296,308
Commercial and industrial			209,349				195,602
Home equity lines of credit			126,894				128,065
Construction and Other			118,851				94,199
Consumer installment			9,801				8,119
Total loans			1,409,435				1,352,872
Less:  Allowance for credit losses			(20,591	)			(14,438	)
Net loans		$	1,388,844			$	1,338,434

 

The Company’s loan portfolio is segmented to a level that allows management to monitor risk and performance. The portfolio is segmented into CRE, which is further segmented into Owner CRE OO, CRE NOO, and Multifamily Residential, RRE, C&I, HELOC, Construction, and Consumer Installment Loans. The commercial real estate loan segments consist of loans made to finance the activities of commercial real estate owners and operators and certain agricultural loans. The residential real estate and HELOC loan segments consist of loans made to finance the activities of residential homeowners. The C&I loan segment consists of loans made to finance the activities of commercial customers and certain agricultural 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 credit loss for the C&I, RRE, and HELOC portfolios were partially offset by a decrease in the allowance for the CRE, Construction, and Consumer Installment portfolios.

 

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Management evaluates individual loans in all of the commercial segments for possible impairment based on guidelines established by the Board of Directors. Loans are individually analyzed when, based on current information and events, the Company will probably 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 credit loss 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 concerning the principal and interest owed.

 

Once the determination has been made that a loan is going to be individually analyzed, 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 quarterly. The Company’s policy for recognizing interest income on individually analyzed loans does not differ from its overall policy for interest recognition.

 

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 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 loss. 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 $750,000 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 a sample of 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.

 

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The following table represents outstanding loan balances by credit quality indicators and vintage year by class of financing receivable and current period gross charge-offs by year of origination under ASC 326 as of June 30, 2023:

 

June 30, 2023
Term Loans Amortized Cost Basis by Origination Year																										Revolving
(Dollar amounts in thousands)		2023				2022				2021				2020				2019				Prior				Amortized Cost				Total
Commercial real estate:
Owner occupied
Pass		$	10,850			$	39,973			$	42,655			$	25,824			$	12,336			$	41,858			$	3,693			$	177,189
Special Mention			-				-				-				-				694				428				-				1,122
Substandard			-				-				-				1,579				-				8,029				-				9,608
Total Owner occupied		$	10,850			$	39,973			$	42,655			$	27,403			$	13,030			$	50,315			$	3,693			$	187,919
Current-period gross charge-offs		$	-			$	-			$	-			$	-			$	-			$	46			$	-			$	46
Non-owner occupied
Pass		$	21,201			$	70,716			$	49,421			$	23,189			$	35,041			$	131,402			$	1,072			$	332,042
Special Mention			-				2,507				-				-				-				3,787				-				6,294
Substandard			-				-				-				-				3,650				39,140				-				42,790
Doubtful			-				-				674				-				4,046				-				-				4,720
Total Non-owner occupied		$	21,201			$	73,223			$	50,095			$	23,189			$	42,737			$	174,329			$	1,072			$	385,846
Current-period gross charge-offs		$	-			$	-			$	-			$	-			$	-			$	-			$	-			$	-
Multifamily
Pass		$	4,380			$	25,941			$	4,346			$	10,644			$	1,413			$	11,765			$	90			$	58,579
Total Multifamily		$	4,380			$	25,941			$	4,346			$	10,644			$	1,413			$	11,765			$	90			$	58,579
Current-period gross charge-offs		$	-			$	-			$	-			$	-			$	-			$	-			$	-			$	-
Residential real estate
Pass		$	24,878			$	54,709			$	81,498			$	40,720			$	20,836			$	87,159			$	673			$	310,473
Substandard			-				-				334				-				27				1,362				-				1,723
Total Residential real estate		$	24,878			$	54,709			$	81,832			$	40,720			$	20,863			$	88,521			$	673			$	312,196
Current-period gross charge-offs		$	-			$	-			$	-			$	-			$	-			$	108			$	-			$	108
Commercial and industrial
Pass		$	26,618			$	47,057			$	21,360			$	28,956			$	3,561			$	8,627			$	70,436			$	206,615
Special Mention			-				-				-				-				-				372				184				556
Substandard			14				17				-				370				143				1,017				621				2,182
Loss			-				-				-				-				-				(4	)			-				(4	)
Total Commercial and industrial		$	26,632			$	47,074			$	21,360			$	29,326			$	3,704			$	10,012			$	71,241			$	209,349
Current-period gross charge-offs		$	-			$	-			$	50			$	-			$	6			$	4			$	-			$	60
Home equity lines of credit
Pass		$	-			$	120			$	-			$	21			$	66			$	2,079			$	123,290			$	125,576
Substandard			-				-				-				24				30				593				671				1,318
Total Home equity lines of credit		$	-			$	120			$	-			$	45			$	96			$	2,672			$	123,961			$	126,894
Current-period gross charge-offs		$	-			$	-			$	-			$	-			$	-			$	-			$	-			$	-
Construction and other
Pass		$	26,915			$	49,301			$	27,432			$	2,190			$	3,401			$	1,849			$	3,747			$	114,835
Special Mention			-				-				-				-				287				-				-				287
Substandard			-				-				420				-				2,034				-				1,275				3,729
Total Construction and other		$	26,915			$	49,301			$	27,852			$	2,190			$	5,722			$	1,849			$	5,022			$	118,851
Current-period gross charge-offs		$	-			$	-			$	-			$	-			$	-			$	-			$	-			$	-
Consumer installment
Pass		$	1,308			$	1,433			$	565			$	142			$	93			$	6,260			$	-			$	9,801
Total Consumer installment		$	1,308			$	1,433			$	565			$	142			$	93			$	6,260			$	-			$	9,801
Current-period gross charge-offs		$	-			$	23			$	-			$	-			$	-			$	38			$	-			$	61
Total Loans		$	116,164			$	291,774			$	228,705			$	133,659			$	87,658			$	345,723			$	205,752			$	1,409,435

 

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The following table presents 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
December 31, 2022		Pass				Mention				Substandard				Doubtful				Loans
Commercial real estate:
Owner occupied		$	176,400			$	6,873			$	8,475			$	-			$	191,748
Non-owner occupied			331,584				6,387				42,609				-				380,580
Multifamily			58,251				-				-				-				58,251
Residential real estate			294,254				-				2,054				-				296,308
Commercial and industrial			185,674				7,936				1,992				-				195,602
Home equity lines of credit			127,080				-				985				-				128,065
Construction and other			90,728				308				3,163				-				94,199
Consumer installment			8,117				-				2				-				8,119
Total		$	1,272,088			$	21,504			$	59,280			$	-			$	1,352,872

 

Management further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is past due.

 

The following table presents collateral-dependent loans by classes of loan type as of June 30, 2023 (in thousands):

 

		June 30, 2023
		Type of Collateral
(Dollar amounts in thousands)		Real Estate				Blanket Lien				Investment/Cash				Other				Total
Commercial real estate:
Owner occupied		$	3,728			$	1,579			$	-			$	829			$	6,136
Non-owner occupied			18,970				-				-				674				19,644
Commercial and industrial			-				200				-				-				200
Construction and other			1,971				-				-				1,695				3,666
Total		$	24,669			$	1,779			$	-			$	3,198			$	29,646

 

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The following table presents information related to impaired loans by class of loans under ASC 310 as of December 31, 2022 (in thousands):

 

December 31, 2022
Impaired Loans
						Unpaid
		Recorded				Principal				Related
		Investment				Balance				Allowance
With no related allowance recorded:
Commercial real estate:
Owner occupied		$	4,141			$	4,141			$	-
Non-owner occupied			1,042				1,042				-
Residential real estate			706				770				-
Commercial and industrial			450				547				-
Home equity lines of credit			112				112				-
Total		$	6,451			$	6,612			$	-
With an allowance recorded:
Commercial real estate:
Owner occupied		$	1,509			$	1,509			$	407
Non-owner occupied			12,528				12,528				167
Residential real estate			317				317				28
Commercial and industrial			1,378				1,378				39
Home equity lines of credit			132				132				48
Total		$	15,864			$	15,864			$	689
Total:
Commercial real estate:
Owner occupied		$	5,650			$	5,650			$	407
Non-owner occupied			13,570				13,570				167
Residential real estate			1,023				1,087				28
Commercial and industrial			1,828				1,925				39
Home equity lines of credit			244				244				48
Total		$	22,315			$	22,476			$	689

 

The table above includes troubled debt restructuring totaling $3.3 million as of December 31, 2022. The amount allocated within the allowance for losses for these troubled debt restructurings was $72,000 as of December 31, 2022.

 

The following table presents the average recorded investment in impaired loans by class and interest income recognized by loan, under ASC 310, for the three month period ended June 30, 2022 (in thousands):

 

		For the Three Months Ended June 30, 2022								For the Six Months Ended June 30, 2022
		Average Recorded Investment				Interest Income Recognized				Average Recorded Investment				Interest Income Recognized
Commercial real estate:
Owner occupied		$	709			$	12			$	716			$	23
Non-owner occupied			5,173				57				5,214				115
Residential real estate			986				13				1,025				25
Commercial and industrial			1,239				51				1,022				65
Home equity lines of credit			248				2				249				5
Total		$	8,355			$	135			$	8,226			$	233

 

The following table presents additional information regarding loans acquired with specific evidence of deterioration in credit quality under ASC 310-30:

 

(In Thousands)		December 01, 2022				December 31, 2022
Outstanding balance		$	7,919			$	7,998
Carrying amount		$	6,019			$	6,068

 

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The primary risk of commercial and industrial loans is related to deterioration in the cash flow of the business, which may result in the liquidation of the business assets securing the loan. C&I loans are, by nature, secured by less substantial collateral than secured real-estate 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 the 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.

 

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 the 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, 2023		Current				Past Due				Past Due				Past Due				Past Due				Loans
Commercial real estate:
Owner occupied		$	187,270			$	586			$	18			$	45			$	649			$	187,919
Non-owner occupied			378,350				2,776				-				4,720				7,496				385,846
Multifamily			58,455				124				-				-				124				58,579
Residential real estate			310,419				1,183				383				211				1,777				312,196
Commercial and industrial			208,991				308				25				25				358				209,349
Home equity lines of credit			125,362				1,380				56				96				1,532				126,894
Construction and other			118,322				529				-				-				529				118,851
Consumer installment			9,783				18				-				-				18				9,801
Total		$	1,396,952			$	6,904			$	482			$	5,097			$	12,483			$	1,409,435

 

																						Purchase
						30-59 Days				60-89 Days				90 Days+				Total				Credit				Total
December 31, 2022		Current				Past Due				Past Due				Past Due				Past Due				Impaired Loans				Loans
Commercial real estate:
Owner occupied		$	191,748			$	-			$	-			$	-			$	-			$	-			$	191,748
Non-owner occupied			380,467				113				-				-				113				2,992				380,580
Multifamily			58,251				-				-				-				-				-				58,251
Residential real estate			293,698				2,093				111				406				2,610				24				296,308
Commercial and industrial			195,532				62				4				4				70				-				195,602
Home equity lines of credit			127,494				415				145				11				571				-				128,065
Construction and other			93,997				202				-				-				202				3,052				94,199
Consumer installment			8,096				23				-				-				23				-				8,119
Total		$	1,349,283			$	2,908			$	260			$	421			$	3,589			$	6,068			$	1,352,872

 

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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):

 

		June 30, 2023
		Nonaccrual				Nonaccrual								Loans Past
(Dollar amounts in thousands)		with no				with				Total				Due Over 90 Days				Total
		ACL				ACL				Nonaccrual				Still Accruing				Nonperforming
Commercial real estate:
Owner occupied		$	-			$	108			$	108			$	-			$	108
Non-owner occupied			4,720				-				4,720				-				4,720
Residential real estate			-				1,141				1,141				-				1,141
Commercial and industrial			-				270				270				-				270
Home equity lines of credit			-				655				655				-				655
Construction and other			-				64				64				-				64
Consumer installment			158				-				158				-				158
Total		$	4,878			$	2,238			$	7,116			$	-			$	7,116

 

December 31, 2022		Nonaccrual				90+ Days Past Due and Accruing
Commercial real estate:
Owner occupied		$	69			$	-
Residential real estate			1,431				-
Commercial and industrial			186				-
Home equity lines of credit			191				-
Construction and other			68				-
Consumer installment			166				-
Total		$	2,111			$	-

 

Interest income that would have been recorded had these loans not been placed on nonaccrual status was $88,000 and $203,000 for the three and six months ended June 30, 2023, respectively. Interest income that would have been recorded had these loans not been placed on nonaccrual status was $40,000 and $103,000 for the three and six months ended June 30, 2022, respectively.

 

On January 1, 2023, the Company adopted CECL. This methodology for calculating the allowance for credit losses considers the possibility of loss over the life of the loan. It also considers historical loss rates and other qualitative adjustments, as well as a new forward-looking component that considers reasonable and supportable forecasts over the expected life of each loan. To develop the ACL estimate under the current expected loss model, the Company segments the loan portfolio into loan pools based on loan type and similar credit risk elements. An ACL is maintained to absorb losses from the loan portfolio. The ACL 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.

 

Prior to January 1, 2023 the Company’s methodology for determining the allowance for loan losses (ALLL) was based on the requirements of ASC Section 310-10-35 for loans individually evaluated for impairment 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 represented the Company’s ALLL. Management also performed impairment analyses on TDRs, which could have resulted in specific reserves.

 

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

 

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

 

		For the six months ended June 30, 2023
		Allowance for Credit Losses
		Balance				CECL																Balance
		December 31, 2022				Adoption				Charge-offs				Recoveries				Provision				June 30, 2023
Loans:
Commercial real estate:
Owner occupied		$	2,203			$	811			$	(46	)		$	3			$	442			$	3,413
Non-owner occupied			5,597				(1,206	)			-				-				(545	)			3,846
Multifamily			662				591				-				-				26				1,279
Residential real estate			2,047				2,744				(108	)			-				431				5,114
Commercial and industrial			1,483				2,320				(60	)			20				341				4,104
Home equity lines of credit			1,753				(1,031	)			-				70				(69	)			723
Construction and other			609				956				-				-				319				1,884
Consumer installment			84				197				(61	)			79				(71	)			228
Total		$	14,438			$	5,382			$	(275	)		$	172			$	874			$	20,591

 

		For the six months ended June 30, 2022
		Allowance for Loan and Lease Losses
		Balance																Balance
		December 31, 2021				Charge-offs				Recoveries				Provision				June 30, 2022
Loans:
Commercial real estate:
Owner occupied		$	1,836			$	-			$	3			$	(36	)		$	1,803
Non-owner occupied			7,431				-				-				(84	)			7,347
Multifamily			454				-				-				(38	)			416
Residential real estate			1,740				-				27				86				1,853
Commercial and industrial			882				(30	)			208				153				1,213
Home equity lines of credit			1,452				(25	)			-				68				1,495
Construction and other			533				-				-				(134	)			399
Consumer installment			14				(46	)			71				(15	)			24
Total		$	14,342			$	(101	)		$	309			$	-			$	14,550

 

		For the three months ended June 30, 2023
		Allowance for Credit Losses
		Balance				CECL																Balance
		March 31, 2023				Adoption				Charge-offs				Recoveries				Provision				June 30, 2023
Loans:
Commercial real estate:
Owner occupied		$	2,678			$	-			$	(46	)		$	1			$	780			$	3,413
Non-owner occupied			4,712				-				-				-				(866	)			3,846
Multifamily			1,371				-				-				-				(92	)			1,279
Residential real estate			4,967				-				(108	)			-				255				5,114
Commercial and industrial			3,819				-				(6	)			9				282				4,104
Home equity lines of credit			809				-				-				-				(86	)			723
Construction and other			1,553				-				-				-				331				1,884
Consumer installment			253				-				(3	)			42				(64	)			228
Total		$	20,162			$	-			$	(163	)		$	52			$	540			$	20,591

 

		For the three months ended June 30, 2022
		Allowance for Credit Losses
		Balance																Balance
		Mar 31, 2022				Charge-offs				Recoveries				Provision				June 30, 2022
Loans:
Commercial real estate:
Owner occupied		$	1,765			$	-			$	2			$	36			$	1,803
Non-owner occupied			7,672				-				-				(325	)			7,347
Multifamily			419				-				-				(3	)			416
Residential real estate			1,801				-				-				52				1,853
Commercial and industrial			904				-				59				250				1,213
Home equity lines of credit			1,355				-				-				140				1,495
Construction and other			558				-				-				(159	)			399
Consumer installment			18				(40	)			37				9				24
Total		$	14,492			$	(40	)		$	98			$	-			$	14,550

 

---

 

The increase in the ACL in 2022 was primarily related to higher expected probable losses inherent in the loan portfolio that was directly related to quantitative and qualitative factors associated with the current economic environment and overall growth in the loan portfolio.

 

The provision fluctuations during the six months ended June 30, 2023, allocated to:

	●	residential, C&I and construction loans are due to increases in outstanding balances.
	●	owner occupied CRE are due to an increase in criticized assets.
	●	non-owner occupied CRE are due to a decrease in reserves allocated using the individual allocation method to a historically problematic credit.
	●	multifamily fluctuation was driven by increases in the reserve because of an increase in adjusted historical loss rate.

 

The provision fluctuations during the three months ended June 30, 2023, allocated to:

	●	residential, C&I, and construction loans are due to increases in outstanding balances.
	●	owner occupied CRE are due to an increase in criticized assets
	●	non-owner occupied CRE are due to a decrease in reserves allocated using the individual allocation method to two historically problematic credits and a decrease in pooled loans reserve due to a decrease in outstanding balances.
	●	multifamily are based entirely on a decrease in the pooled loans reserve because of a moderate decline in outstanding loan balances

 

The provision fluctuations during the six months ended June 30, 2022, allocated to:

●

residential loans and home equity lines of credit are due to an increase in outstanding balances.

●

commercial and industrial loans are due to an increase in the specific reserve on impaired loans.

●

construction and other loans are due to a decrease in outstanding balances.

 

The provision fluctuations during the three months ended June 30, 2022, allocated to:

●

residential loans and home equity lines of credit are due to an increase in outstanding balances.

●

commercial and industrial loans are due to an increase in the specific reserve on impaired loans.

●

non-owner occupied commercial real estate loans are due to a decrease in outstanding balances.

●

home equity lines of credit are due to an increase in outstanding balances.

●

construction and other loans are due to a decrease in outstanding balances.

 

Modifications to Borrowers Experiencing Financial Difficulty

The Company adopted Accounting Standards Update (“ASU”) 2022-02, Financial Instruments - Credit Losses (Topic 326) Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”) effective January 1, 2023. The amendments in ASU 2022-02 eliminated the recognition and measure of troubled debt restructurings and enhanced disclosures for loan modifications to borrowers experiencing financial difficulty.

 

The table below details the amortized cost of gross loans held for investment made to borrowers experiencing financial difficulty that were modified during the three and six months ended June 30, 2023:

 

		For the three months ended June 30, 2023
		Modifications
										Payment				Interest Rate								Percentage of
										Deferral				Reduction								Total Loans
		Payment				Term				and Term				and Term								Held for
		Deferral				Extension				Extension				Past Due				Total				Investment
Commercial real estate:
Non-owner occupied		$	-			$	14,924			$	2,507			$	-			$	17,431				1.24	%
Commercial and industrial			-				86				-				-				86				0.01	%
Total		$	-			$	15,010			$	2,507			$	-			$	17,517				1.24	%

 

		For the six months ended June 30, 2023
		Modifications
										Payment				Interest Rate								Percentage of
										Deferral				Reduction								Total Loans
		Payment				Term				and Term				and Term								Held for
		Deferral				Extension				Extension				Past Due				Total				Investment
Commercial real estate:
Owner occupied		$	-			$	134			$	-			$	-			$	134				0.01	%
Non-owner occupied			-				19,074				2,507				-				21,581				1.53	%
Commercial and industrial			-				100				-				-				100				0.01	%
Consumer installment			-				8				-				-				8				0.00	%
Total		$	-			$	19,316			$	2,507			$	-			$	21,823				1.55	%

 

---

 

As of June 30, 2023, the Company did not have any loans made to borrowers experiencing financial difficulty that were modified during the first half of 2023 that subsequently defaulted. Payment default is defined as movement to nonperforming status, foreclosure or charge-off, whichever occurs first.

 

Troubled Debt Restructuring Disclosures Prior to the Adoption of ASU 2022-02

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.

 

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

 

For the Three Months Ended

June 30, 2022

Number of Contracts

Pre-Modification

Post-Modification

Term

Outstanding Recorded

Outstanding Recorded

Troubled Debt Restructurings

Modification

Other

Total

Investment

Investment

Commercial and industrial

1

-

1

$

1,200

$

1,200

 

For the Six Months Ended

June 30, 2022

Number of Contracts

Pre-Modification

Post-Modification

Term

Outstanding Recorded

Outstanding Recorded

Troubled Debt Restructurings

Modification

Other

Total

Investment

Investment

Commercial and industrial

2

-

2

$

1,225

$

1,225

 

There were no subsequent defaults of troubled debt restructurings for the three and six-month periods ended June 30, 2022.

 

NOTE 9 – 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 businesses. 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 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 deposit services relationship if a change occurs with the Federal government’s position and that the termination may come with little or no notice.

 

---

 

NOTE 10 – BUSINESS COMBINATION

 

As described in Note 1, on December 1, 2022, the Company completed its merger with Liberty Bancshares, Inc. (“Liberty’), pursuant to a previously announced definitive merger agreement. The Company accounted for the Liberty acquisition using the acquisition method of accounting and accordingly, assets acquired, liabilities assumed, and consideration exchanged were recorded at estimated fair value on the acquisition date, in accordance with purchase accounting. The Company relied on the income approach to estimate the value of the loans. The loans’ underlying characteristics (account types, remaining terms (in months), annual interest rates or coupons, interest types, past delinquencies, timing of principal and interest payments, current market rates, loan-to-value ratios, loss exposures and remaining balance) were considered. Various assumptions were applied regarding credit, interest, and prepayment risks for the loans based on loan types, payment types and fixed or variable classifications. Due to the timing of the merger, the estimated fair value measurements remain preliminary. Management will continue to review the estimated fair values and expects to finalize its analysis of the acquired assets and assumed liabilities in the transaction within one year of the merger. As the Company finalizes its analysis of these assets, there may be adjustments to the recorded carrying values. Any adjustments to carrying values will be recorded in goodwill. The calculation of goodwill is subject to change for up to one year after closing date of the transaction as additional information relative to closing date estimates and uncertainties becomes available.  

 

The Company also recorded an identifiable intangible asset representing the core deposit base of Liberty. The discounted cash flow method was used in valuing this intangible. This method is based upon the principle of future benefits; economic value is based on anticipated future benefits as measured by cash flows expected to occur in the future. The estimated future cash flows are converted to a value indicator by determining the present value of the cash flows using a discount rate. The discount rate is based on the nature of the business, the level of risk, and the expected stability of the estimated future cash flows. The higher the risk, the higher the discount rate, and the lower the value indicator.

 

Time deposit fair values were estimated using an income approach. The methodology entailed discounting the contractual cash flows of the instruments over their remaining contractual lives at prevailing market rates. Interest and principal payments were projected for each category of CDs over the period from the valuation date to the maturity date. These payments represent future cash flows to be paid to depositors until maturity. Using appropriate market interest rates for each category of CDs, the future cash flows were discounted to their present value equivalents.

 

Loan fair value, at the time of the merger, used the income approach to estimate the fair value of the loans. The Bank’s loans are valued on an individual basis. As of June 30, 2023, the Bank utilized a discounted cash flow model to estimate the fair value of the Loans using assumptions for the coupon rates, remaining maturities, prepayment speeds, projected default probabilities, losses given defaults, and estimates of prevailing discount rates. The discounted cash flow approach models the credit losses directly in the projected cash flows.

 

Middlefield recorded goodwill and intangibles associated with the purchase of Liberty totaling $16.7 million. Goodwill is not amortized, but is periodically evaluated for impairment. Middlefield Bank did not recognize any impairment during the quarter ended June 30, 2023.

 

Identifiable intangibles are amortized to their estimated residual values over the expected useful lives. Such lives are also periodically reassessed to determine if any amortization period adjustments are required. During the year ended December 31, 2022, no such adjustments were recorded. The identifiable intangible assets consist of a core deposit intangible which is being amortized over the estimated useful life of 10 years. The gross carrying amount of the core deposit intangible acquired in the Liberty merger that closed in 2022 was $6.2 million at June 30, 2023 with $444,000 accumulated amortization as of that date.

 

---

 

The following table summarizes the purchase of Liberty as of December 1, 2022: 

 

(In Thousands, Except Per Share Data)
Purchase Price Consideration in Common Stock
Middlefield Banc Corp. shares issued			2,561,513
Value assigned to Middlefield Banc Corp. common shares		$	28.60
Purchase price assigned to Liberty common shares exchanged for							73,259
Purchase Price Consideration in Cash
Cash paid in lieu of fractional shares							6
Total Purchase Price							73,265
Net Assets Acquired:
Liberty shareholders equity		$	49,041
Adjustments to reflect assets acquired at fair value:
Loans
Allowance for credit loss			4,497
Loans - interest rate			(4,583	)
Loans - general credit			(3,852	)
Core deposit intangible			6,669
Investments			(1,461	)
Mortgage servicing rights			830
Other			94
Adjustments to reflect liabilities acquired at fair value:
Time deposits			(228	)
Deferred taxes			1,132
Total net assets acquired							52,139
Goodwill resulting from merger						$	21,126

 

The following condensed statement reflects the amounts recognized as of the acquisition date for each major class of asset acquired and liability assumed, at fair value:

 

(In Thousands)
Total purchase price						$	73,265
Assets (liabilities) acquired:
Net assets acquired:
Cash			18,406
Loans and loans held for sale			306,970
Investments			57,907
Premises and equipment, net			6,087
Accrued interest receivable			1,563
Bank-owned life insurance			16,290
Core deposit intangible			6,670
Mortgage servicing rights			1,680
Other assets			3,111
Time deposits			(69,278	)
Non-time deposits			(294,684	)
Accrued interest payable			(246	)
Other liabilities			(2,337	)
Total net assets acquired							52,139
Goodwill resulting from the Liberty merger						$	21,126

 

---

 

As of June 30, 2023, the current year and estimated future amortization expense for the core deposit intangible associated with this merger is as follows:

 

(In Thousands)
Remaining  2023		$	382
2024			750
2025			734
2026			714
2027			691
Thereafter			2,954
		$	6,225

 

The following table presents supplemental pro forma information as if the acquisition had occurred on January 1, 2022. The unaudited pro forma information includes adjustments for interest income on loans and securities acquired, amortization of intangibles arising from the transaction, depreciation expense on property acquired, interest expense on deposits acquired, and the related income tax effects. The pro forma information is not necessarily indicative of the results of operations that would have occurred had the transactions been effected on the assumed date.

 

		Pro Formas
		For the three months ended June 30,
		2022
		(in thousands, except per share data)
Net interest income		$	16,329
Noninterest income			1,535
Net income		$	5,253
Pro forma earnings per share:
Basic		$	0.63
Diluted		$	0.63

 

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

 

This Form 10-Q contains certain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on a variety of estimates and assumptions.  The estimates and assumptions involve judgments about a number of things, including future economic, competitive, cybersecurity, and financial market conditions and future business decisions.  These matters are inherently subject to significant business, economic, and competitive uncertainties, all of which are difficult to predict and many of which are beyond the Company's control.  Although the Company believes its estimates and assumptions are reasonable, actual results could vary materially from those shown.  The inclusion of forward-looking information does not constitute a representation by the Company or any other person that the indicated results will be achieved.  Investors are cautioned not to place undue reliance on forward-looking information.

 

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

 

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, 2023, as compared with December 31, 2022, and operating results for the three and six month period ended June 30, 2023, and 2022. 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 under 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 under 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.

 

 

2023 First Half Financial Highlights Include (on a year-over-year basis unless noted):

 

●

Net income increased 26.1% to a record $10.0 million

●

Earnings were $1.23 per diluted share compared to $1.35 per diluted share, reflecting a 38.4% increase in the average diluted shares outstanding related to the Liberty Bancshares, Inc. merger

●

Pre-tax, pre-provision net income increased 40.1% to a record $13.3 million

●

Net interest margin improved by 39 basis points to 4.30%, compared to 3.91%, and reflects five consecutive quarters of a net interest margin above 4%

●

Total loans were a record $1.41 billion, compared to $1.35 billion at December 31, 2022

●

Total deposits were a record $1.43 billion, compared to $1.40 billion at December 31, 2022

●

Uninsured deposits to total assets remained relatively unchanged as 20.5% compared to December 31, 2022

●

Uninsured deposits to total deposits were approximately 25.1%, compared to 24.7% at December 31, 2022

●

Return on average assets was 1.16%, compared to 1.21%

●

Return on average equity was 9.64%, compared to 11.49%

●

Return on average tangible common equity(1) was 11.92%, compared to 13.03%

●

Strong asset quality with nonperforming assets to total assets of 0.74%, compared to 0.89%

●

Allowance for credit losses was 1.46% of total loans, compared to 1.49%

●

Equity to assets increased to 11.26% from 9.91%

 

(1)

See reconciliation of non-GAAP measures in the following tables

 

 

(Dollar amounts in thousands, except per share and share amounts, unaudited)
		For the Three Months Ended																				For the Six Months Ended
		Jun 30,				Mar 31,				Dec 31,				Sep 30,				Jun 30,				Jun 30,				Jun 30,
		2023				2023				2022				2022				2022				2023				2022
Per common share data
Net income per common share - basic		$	0.63			$	0.60			$	0.53			$	0.73			$	0.70			$	1.23			$	1.35
Net income per common share - diluted		$	0.63			$	0.60			$	0.53			$	0.73			$	0.70			$	1.23			$	1.35
Dividends declared per share		$	0.20			$	0.20			$	0.30			$	0.17			$	0.17			$	0.40			$	0.34
Book value per share (period end)		$	24.38			$	24.13			$	23.98			$	21.30			$	22.07			$	24.38			$	22.07
Tangible book value per share (period end) (2) (3)		$	19.02			$	19.29			$	19.19			$	18.48			$	19.26			$	19.02			$	19.26
Dividends declared		$	1,616			$	1,605			$	2,514			$	983			$	993			$	3,223			$	1,993
Dividend yield			2.99	%			2.89	%			4.34	%			2.49	%			2.71	%			3.01	%			2.72	%
Dividend payout ratio			31.74	%			32.78	%			71.79	%			23.13	%			24.28	%			32.27	%			25.16	%
Average shares outstanding - basic			8,088,793				8,138,771				6,593,616				5,792,773				5,851,422				8,113,645				5,865,147
Average shares outstanding - diluted			8,101,984				8,152,629				6,610,907				5,805,799				5,860,098				8,126,836				5,873,823
Period ending shares outstanding			8,088,793				8,088,793				8,245,235				5,767,803				5,810,351				8,088,793				5,810,351
Selected ratios
Return on average assets			1.17	%			1.16	%			0.97	%			1.32	%			1.25	%			1.16	%			1.21	%
Return on average equity			9.54	%			10.19	%			9.35	%			12.94	%			12.30	%			9.64	%			11.49	%
Return on average tangible common equity (2) (4)			11.76	%			12.77	%			11.13	%			14.79	%			14.02	%			11.92	%			13.03	%
Efficiency (1)			61.27	%			62.44	%			72.75	%			61.07	%			61.83	%			62.73	%			62.17	%
Equity to assets at period end			11.26	%			11.30	%			11.71	%			9.09	%			9.91	%			11.26	%			9.91	%
Noninterest expense to average assets			0.69	%			0.69	%			0.86	%			0.69	%			0.65	%			1.38	%			1.27	%

 

(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 on the following page

(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
		Jun 30,				Mar 31,				Dec 31,				Sep 30,				Jun 30,				Jun 30,				Jun 30,
Yields		2023				2023				2022				2022				2022				2023				2022
Interest-earning assets:
Loans receivable (2)			5.96	%			5.45	%			5.11	%			4.78	%			4.66	%			5.71	%			4.60	%
Investment securities (2)			4.08	%			4.11	%			3.83	%			3.90	%			3.76	%			4.08	%			3.59	%
Interest-earning deposits with other banks			3.98	%			3.46	%			3.42	%			2.06	%			0.77	%			3.71	%			0.48	%
Total interest-earning assets			5.69	%			5.22	%			4.88	%			4.55	%			4.28	%			5.46	%			4.17	%
Deposits:
Interest-bearing demand deposits			1.11	%			0.83	%			0.83	%			0.22	%			0.15	%			0.99	%			0.15	%
Money market deposits			2.21	%			1.52	%			1.00	%			0.46	%			0.49	%			1.89	%			0.48	%
Savings deposits			0.73	%			1.03	%			0.49	%			0.19	%			0.06	%			0.89	%			0.06	%
Certificates of deposit			2.35	%			1.71	%			1.30	%			0.96	%			0.83	%			2.04	%			0.85	%
Total interest-bearing deposits			1.60	%			1.28	%			0.87	%			0.43	%			0.36	%			1.44	%			0.36	%
Non-Deposit Funding:
Borrowings			5.26	%			4.78	%			4.25	%			2.94	%			2.51	%			5.10	%			2.34	%
Total interest-bearing liabilities			2.02	%			1.52	%			1.02	%			0.50	%			0.39	%			1.78	%			0.39	%
Cost of deposits			1.09	%			0.84	%			0.57	%			0.29	%			0.24	%			0.97	%			0.25	%
Cost of funds			1.43	%			1.02	%			0.68	%			0.34	%			0.27	%			1.23	%			0.27	%
Net interest margin (1)			4.34	%			4.26	%			4.23	%			4.23	%			4.02	%			4.30	%			3.91	%

 

(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 Period Ended
(Dollar amounts in thousands, unaudited)		Jun 30,				Mar 31,				Dec 31,				Sep 30,				Jun 30,
		2023				2023				2022				2022				2022
Stockholders' Equity (GAAP)		$	197,227			$	195,165			$	197,691			$	122,855			$	128,220
Less Goodwill and other intangibles			43,368				39,171				39,436				16,242				16,320
Tangible Common Equity (Non-GAAP)		$	153,859			$	155,994			$	158,255			$	106,613			$	111,900
Shares outstanding			8,088,793				8,088,793				8,245,235				5,767,803				5,810,351
Tangible book value per share (Non-GAAP)		$	19.02			$	19.29			$	19.19			$	18.48			$	19.26

 

Reconciliation of Average Equity to Return on Average Tangible Common Equity		For the Three Months Ended																				For the Six Months Ended
		Jun 30,				Mar 31,				Dec 31,				Sep 30,				Jun 30,				Jun 30,				Jun 30,
		2023				2023				2022				2022				2022				2023				2022
Average Stockholders' Equity (GAAP)		$	214,161			$	194,814			$	148,616			$	130,263			$	133,377			$	208,930			$	139,003
Less Average Goodwill and other intangibles			40,522				39,300				23,731				16,280				16,357				39,911				16,396
Average Tangible Common Equity (Non-GAAP)		$	173,639			$	155,514			$	124,885			$	113,983			$	117,020			$	169,019			$	122,607
Net income		$	5,092			$	4,897			$	4,896			$	3,502			$	4,249			$	9,989			$	7,922
Return on average tangible common equity (annualized) (Non-GAAP)			11.76	%			12.77	%			11.13	%			14.79	%			14.02	%			11.92	%			13.03	%

 

Reconciliation of Pre-Tax Pre-Provision Income (PTPP)		For the Three Months Ended																				For the Six Months Ended
		Jun 30,				Mar 31,				Dec 31,				Sep 30,				Jun 30,				Jun 30,				Jun 30,
		2023				2023				2022				2022				2022				2023				2022
Net income		$	5,092			$	4,897			$	3,502			$	4,249			$	4,089			$	9,989			$	7,922
Add Income Taxes			986				989				651				1,010				787				1,975				1,559
Add Provision for credit losses			814				507				-				-				-				1,321				-
PTPP		$	6,892			$	6,393			$	4,153			$	5,259			$	4,876			$	13,285			$	9,481

 

General. The Company’s total assets on June 30, 2023 were $1.75 billion, an increase of $63.8 million from December 31, 2022. For the same period, net loans increased by $50.4 million, cash and cash equivalents increased by $5.3 million, and investment securities increased by $2.2 million. Stockholders’ equity decreased by $464,000, or 0.2% primarily as a result of an increase in treasury stock. Excluding the increase in treasury stock, total stockholders’ equity increased by $4.0 million.

 

Cash and cash equivalents. Cash and cash equivalents increased $5.3 million to $59.1 million on June 30, 2023, from $53.8 million on December 31, 2022. The increase in cash and cash equivalents is primarily due to an increase in deposits and borrowings, and partially offset by an increase in loans. 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. 

 

Investment securities. Management's objective in structuring the portfolio is to maintain liquidity while providing an acceptable rate of return without sacrificing asset quality. Available-for-sale and equity investment securities on June 30, 2023, totaled $167.9 million, an increase of $2.0 million, or 1.2%, from $165.9 million on December 31, 2022. Securities purchased were $2.0 million, and there were no sales of securities for the six months ended June 30, 2023. During this period, the Company recorded repayments, calls, and maturities of $1.4 million and a decrease in the net unrealized holding loss through AOCI of $1.5 million. The Company recorded $205,000 in losses on equity securities during the six months ended June 30, 2023, on the Company’s Consolidated Statement of Income and Consolidated Statement of Cash Flows. The loss on equity securities is the result of fair value marks of the equity securities held during these six months. 

 

On June 30, 2023, the Company held $31.5 million at fair value of subordinated debt in other banks, as compared to $30.2 million on December 31, 2022. The average yield on this portfolio was 5.00% on June 30, 2023, as compared to 4.79% on December 31, 2022.    

 

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 incidences 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 81% 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. Net loans receivable increased $50.4 million, or 3.77%, to $1.39 billion as of June 30, 2023. The following table summarizes fluctuation within the primary segments of the loan portfolio (in thousands):

 

		June 30,				December 31,
		2023				2022				$ change				% change				% of loans
Commercial real estate:
Owner occupied		$	187,919			$	191,748			$	(3,829	)			-2.0	%			13.3	%
Non-owner occupied			385,846				380,580				5,266				1.4	%			27.4	%
Multifamily			58,579				58,251				328				0.6	%			4.2	%
Residential real estate			312,196				296,308				15,888				5.4	%			22.2	%
Commercial and industrial			209,349				195,602				13,747				7.0	%			14.9	%
Home equity lines of credit			126,894				128,065				(1,171	)			-0.9	%			9.0	%
Construction and Other			118,851				94,199				24,652				26.2	%			8.4	%
Consumer installment			9,801				8,119				1,682				20.7	%			0.7	%
Total loans			1,409,435				1,352,872				56,563				4.2	%			100.0	%
Less: Allowance for credit losses			(20,591	)			(14,438	)			6,153				42.6	%
Net loans		$	1,388,844			$	1,338,434			$	50,410				3.8	%

 

The Company’s Mortgage Banking operation generates loans for sale to the Federal Home Loan Mortgage Corporation (“Freddie Mac”) and the FHLB. There were $171,000 in loans held for sale on June 30, 2023, and no loans held for sale at December 31, 2022. The Company recorded proceeds from the sale of $2.4 million of these loans for $29,000 in gain on the sale of loans as of June 30, 2023, 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. According to the supervisory criteria contained in the guidance for identifying institutions with a potential commercial real estate concentration risk, institutions that 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 that are deemed to have concentrations in commercial real estate lending are expected to employ heightened levels of risk management concerning 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. On June 30, 2023, non-owner-occupied commercial real estate loans (including construction, land, and land development loans) represent 286.8% of total risk-based capital. Construction, land, and land development loans represent 60.7% 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 for its commercial real estate portfolio. Loan monitoring practices include but are not limited to periodic stress testing analysis to evaluate changes to cash flows due to interest rate increases and declines in net operating income. The primary risk elements with respect to our commercial loans are the financial condition of the borrower, sufficiency of collateral and timeliness of scheduled payments. We have a policy of reviewing periodic financial statements from commercial loan customers and have a disciplined and formalized review of the existence of collateral and its value. 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, in which the Board of Directors has established internal minimum targets for regulatory capital ratios that are more than well-capitalized ratios.

 

The Company opted not to phase in, over three years, the effects of the initial CECL entry to equity for the implementation of ACS 326, recorded on January 1, 2023. Management believes that the Company and the Bank meet all capital adequacy requirements to which they are subject, as of June 30, 2023.

 

The Company monitors daily fluctuations in unused commitments as a means of identifying potential material drawdowns on existing lines of credit. On June 30, 2023, unused line of credit commitments increased by $12.8 million, or 2.88%, from December 31, 2022. The commercial unused line of credit commitments was $316.7 million as of June 30, 2023, compared to $309.7 million on December 31, 2022.

 

 

Allowance for Credit Losses and Asset Quality. The ACL increased by $6.2 million, or 42.62%, to $20.6 million on June 30, 2023, from $14.4 million on December 31, 2022. The increase was primarily due to the adoption of CECL. On January 1, 2023, the reserve for credit losses increased by $5.4 million. For the six months ended June 30, 2023, net loan recoveries totaled $103,000, or 7.46% of average loans, annualized, compared to $208,000 or (0.02%) of average loans, annualized, for the same period in 2022. The on balance sheet allocation for provision was $540,000. The ratio of the allowance for credit losses to nonperforming loans was 289.4% as of June 30, 2023, compared to 311.6% for the same period in the prior year. The allowance for credit losses to total loans ratio decreased from 1.49% as of June 30, 2022, to 1.46% as of June 30, 2023. 

 

Management analyzes the adequacy of the allowance for credit 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 credit losses is a significant estimate that is particularly susceptible to changes in the near term. Risks that may impact our loan portfolio include the weakened economic outlook exacerbated by the current hostilities in Ukraine and the resulting increased uncertainty characterized by persistent inflation. The direct impacts of the pandemic and related economic disruptions which previously dominated our risk analysis have lessened. Geopolitical events and persistently high inflation with weakening growth prospects raise the potential for adverse impacts on the U.S. economy. Increasing interest rates could potentially impact the valuations of assets that collateralize our loans. Recent market liquidity events have added uncertainty and the Company is concerned about the impact of tighter credit conditions on the economy and the effect that may have on future economic growth. Management’s analysis includes a review of all loans designated as individually analyzed, 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 credit losses. Future additions or reductions to the allowance for credit 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 credit losses allocated to these types of loans. Management believes the allowance for credit losses is appropriately stated on June 30, 2023. Based on the variables involved and management’s judgments about uncertain outcomes, the determination of the allowance for credit losses is considered a critical accounting policy.

 

The following table illustrates the net charge-offs to average loans ratio for each loan category for each reported period:

 

		For the three months ended June 30,
						2023												2022
		Average Loan Balance				Net charge- offs (recoveries)				Net charge- offs (recoveries) to average loans				Average Loan Balance				Net charge- offs (recoveries)				Net charge- offs (recoveries) to average loans
(Dollars in Thousands)
Type of Loans:
Commercial real estate:
Owner occupied		$	187,316			$	45				0.10	%		$	116,337			$	(2	)			(0.01	)%
Non-owner occupied			391,187				-				0.00	%			288,945				-				0.00	%
Multifamily			61,408				-				0.00	%			29,058				-				0.00	%
Residential real estate			310,058				108				0.14	%			243,832				-				0.00	%
Commercial and industrial			202,756				(3	)			(0.01	)%			133,572				(59	)			(0.18	)%
Home equity lines of credit			127,081				-				0.00	%			108,230				-				0.00	%
Construction and other			111,433				-				0.00	%			42,760				-				0.00	%
Consumer installment			8,833				(39	)			(1.77	)%			8,086				3				0.15	%
Total		$	1,400,074			$	111				0.03	%		$	970,820			$	(58	)			(0.02	)%

 

 

		For the six months ended June 30,
		2023												2022
		Average Loan Balance				Net charge-offs (recoveries)				Net charge-offs (recoveries) to average loans				Average Loan Balance				Net charge-offs				Net charge-offs (recoveries) to average loans
(Dollars in Thousands)
Type of Loans:
Commercial real estate:
Owner occupied		$	184,693			$	43				0.05	%		$	115,823			$	(3	)			(0.01	)%
Non-owner occupied			385,710				-				0.00				285,244				-				0.00
Multifamily			60,548				-				0.00				30,093				-				0.00
Residential real estate			305,717				108				0.07				242,648				(27	)			(0.02	)
Commercial and industrial			199,917				40				0.04				142,739				(178	)			(0.25	)
Home equity lines of credit			125,302				(70	)			(0.11	)			107,766				25				0.05
Construction and other			109,873				-				0.00				44,953				-				0.00
Consumer installment			8,710				(18	)			(0.42	)			8,070				(25	)			(0.62	)
Total		$	1,380,470			$	103				0.02	%		$	977,336			$	(208	)			(0.04	)%

 

Goodwill. The carrying value of goodwill was $36.2 million at June 30, 2023, and $31.7 million December 31, 2022. 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 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. Middlefield Bank did not recognize any impairment during the three or six month periods ended June 30, 2023.

 

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 the 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 until doubt about collectability ceases.

 

		Asset Quality History
(Dollar amounts in thousands)		June 30, 2023				December 31, 2022
Nonperforming loans		$	7,116			$	2,111
Other real estate owned			5,792				5,821
Nonperforming assets		$	12,908			$	7,932
Allowance for credit losses		$	20,591			$	14,438
Ratios:
Nonperforming loans to total loans			0.50	%			0.16	%
Nonperforming assets to total assets			0.74	%			0.47	%
Allowance for credit losses to total loans			1.46	%			1.07	%
Allowance for credit losses to nonperforming loans			289.36	%			683.94	%
Total loans		$	1,409,435			$	1,352,872
Total assets		$	1,751,507			$	1,687,682

 

(a)

The allowance for credit losses under CECL method is used for the period ended June 30, 2023 while periods use the incurred loss methodology

 

Nonperforming loans secured by real estate totaled $6.6 million and $2.1 million as of June 30, 2023 and December 31, 2022.

 

 

A major factor in determining the appropriateness of the allowance for credit losses is the type of collateral that secures the loans. Of the total nonperforming loans on June 30, 2023, 93.1% 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 objective of the Company is to minimize future loss exposure.

 

Deposits. The Company considers various sources when evaluating funding needs, including but not limited to deposits, which are a significant source of funds, totaling $1.43 billion or 93.0% of the Company’s total average funding sources at June 30, 2023. Total deposits increased $29.6 million on June 30, 2023, from $1.40 billion on December 31, 2022. The following table summarizes fluctuation within the primary segments of the deposit portfolio (in thousands):

 

		June 30,				December 31,
		2023				2022				$ change				% change
Noninterest-bearing demand		$	441,102			$	503,907			$	(62,805	)			-12.5	%
Interest-bearing demand			229,633				164,677				64,956				39.4	%
Money market			241,537				187,498				54,039				28.8	%
Savings			231,508				307,917				(76,409	)			-24.8	%
Time			287,861				238,020				49,841				20.9	%
Total deposits		$	1,431,641			$	1,402,019			$	29,622				2.1	%

 

The Company uses specific non-core funding instruments to grow the balance sheet and maintain liquidity. These deposits, either from a broker or a listing service, were $53.5 million on June 30, 2023 and $5.0 million on December 31, 2022.     

 

Deposit balances in excess of the $250,000 FDIC insured limit totaled approximately $359.2 million, or 25.1% of total deposits, at June 30, 2023 and approximately $346.8 million, or 24.7% of total deposits, at December 31, 2022.

 

States and political subdivisions in the U.S. deposits (“Public funds”) compared to total deposits were $156.1 million, or 10.9% at June 30, 2023 and $169.5 million, or 12.1% at December 31, 2022.

 

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 FHLB, subordinated debt, short-term borrowings from other banks, and federal funds purchased. Short-term borrowings increased to $100.0 million as of June 30, 2023. Other borrowings were relatively unchanged at $12.0 million as of June 30, 2023 and December 31, 2022.   

 

Stockholders’ equity. Stockholders’ equity decreased $464,000, or 0.2%, to $197.2 million at June 30, 2023 from $197.7 million at December 31, 2022. This decrease was primarily the result of a $4.5 million increase in treasury stock due to the Company repurchasing 164,221 of its outstanding shares during the six months ended June 30, 2023, and $3.2 million decrease due to cash dividends paid. These changes were partially offset by $10.0 million in net income and $1.5 million in accumulated other comprehensive income.

 

The Company's tangible book value per share, which is a non-GAAP financial measure, was $19.02 at June 30, 2023 compared to 19.26 at June 30, 2022 and 19.19 at December 31, 2022. Tangible equity has been impacted by the unrealized losses of the Company’s available-for-sale investment securities portfolio. The market value decline was a result of tightening of monetary policy by the Federal Reserve Board beginning in March of 2022. Net unrealized losses from available-for-sale investment securities were $26.1 million as of June 30, 2023, compared to net unrealized losses of $22.3 million at June 30, 2022, and net unrealized losses of $28.0 million at December 31, 2022.

 

RESULTS OF OPERATIONS

 

General. Net income for the three months ended June 30, 2023, was $5.1 million, a $1.0 million, or 24.5%, increase from the amount earned during the same period in 2022. Diluted earnings per share for the quarter was $0.63 for the three months ended June 30, 2023 and $0.70 for the same period in 2022. Net income for the six months ended June 30, 2023, was $10.0 million, a $2.1 million, or 26.1%, increase from the amount earned during the same period in 2022. Diluted earnings per share for the quarter was $1.23 for the six months ended June 30, 2023 and $1.35 for the same period in 2022. 

 

 

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, 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, 2023, totaled $17.4 million, an increase of 44.3% from that reported in the comparable period of 2022. The net interest margin was 4.34% for the three months ended June 30, 2023, an increase of 32 basis points for the same period of 2022. The increase in the net interest margin is attributable to an increase in the average balance of loans of $429.3 million, coupled with a 130 basis point increase in the yield earned on those loans. This was partially offset by a $174.5 million increase in the average balance of interest-bearing deposits, coupled with a 487 basis point increase in the rate paid on those deposits.

 

Net interest income for the six months ended June 30, 2023, totaled $33.9 million, an increase of 44.1% from that reported in the comparable period of 2022. The net interest margin was 4.30% for the first six months of 2023, an increase of 39 basis points for the same period of 2022. The increase in the net interest margin is attributable to an increase in the average balance of loans of $403.1 million, coupled with a 111 basis point increase in the yield earned on those loans. This was partially offset by a $156.8 million increase in the average balance of interest-bearing deposits, coupled with a 427 basis point increase in the rate paid on those deposits.

 

The Company is in an asset-sensitive position. A rising interest rate environment should lead to an expansion of net interest margin as the Company’s interest-earning assets reprice faster than its interest-bearing liabilities. Much of the Company’s asset sensitivity is due to commercial loans that have variable interest rates. As part of the Company’s strategy, floor rates are used to protect the Company’s net interest margin in a declining interest rate environment. As of June 30, 2023, nearly all loan contracts with floor rates exceed their contractual floor rates and are repricing accordingly with rising interest rates. Although the Company has seen benefits from the rising interest rate environment, deposit pricing is expected to increase in order to maintain liquidity. Please refer to Item 3, Quantitative and Qualitative Disclosures about Market Risk, for further discussion on asset and liability management and interest rate sensitivity.

 

Interest and dividend income. Interest and dividend income increased $10.0 million or 78.2%, for the three months ended June 30, 2023, compared to the same period in the prior year. This is attributable to a $9.5 million increase in interest and fees on loans, $295,000 increase in interest-earning deposits as well as an increase of $112,000 in interest on federal funds sold. The average balance of investment securities decreased by $7.2 million, or 4.11%, and the 4.08% yield on the investment portfolio increased by 32 basis points, from 3.76%, for the same period in the prior year.

 

Interest and dividend income increased $18.1 million or 72.0%, for the six months ended June 30, 2023, compared to the same period in the prior year. This is attributable to a $16.8 million increase in interest and fees on loans, $522,000 increase in interest-earning deposits as well as an increase of $362,000 in interest on federal fund sold. The average balance of investment securities decreased by $4.7 million, or 2.74%, and the 4.08% yield on the investment portfolio increased by 49 basis points, from 3.59%, for the same period in the prior year.

 

Interest expense. Interest expense increased by $4.7 million, or 594.1%, for the three months ended June 30, 2023, compared to the same period in the prior year. This is attributable to an increase in deposit expense of $3.1 million and by a $1.6 million increase in short-term and other borrowings expenses. The increase in deposit expense is attributable to an increase in the average balance of deposits of $250.3 million, or 21.5%. This increase is further attributable to an increase of 152 basis points in the rates paid on certificates of deposits. The increase in short-term borrowing expenses is a result of the Bank taking on FHLB advances during the first quarter of 2023, while there were no short-term borrowing expenses during the same period in 2022.

 

Interest expense increased by $7.7 million, or 485.6%, for the six months ended June 30, 2023, compared to the same period in the prior year. This is attributable to an increase in deposit expense of $5.4 million and by a $2.3 million increase in short-term and other borrowings expense. The increase in deposit expense is attributable to an increase in the average balance of deposits of $156.8 million, or 22.3%. This increase is further attributable to increases of 119 basis points in the rates paid on certificates of deposits. The increase in short-term borrowings expense is a result of the Bank taking on FHLB advances during the six months ended June 30, 2023, while there were no short-term borrowing during the same period in 2022.

 

Provision for credit losses. The provision for credit losses represents the charge to income necessary to adjust the allowance for credit losses to an amount that represents management’s assessment of the estimated probable incurred credit losses inherent in the loan portfolio. Each quarter, management reviews estimated probable expected credit losses in the loan portfolio. Based on this review, $814,000 was recorded for the three months ended June 30, 2023, including a provision for credit losses on loans of $540,000 and a reserve for unfunded commitments of $274,000. There was no provision for the three months ended June 30, 2022. The provision for credit losses for the three months ended June 30, 2023 was primarily driven by loan growth and an increase in unfunded commitments.

 

 

The ACL to total loans for the quarter ended June 30, 2023, was 1.46%, compared to 1.49% during the same period in the prior year. The Company remains confident in its conservative and disciplined approach to credit and risk management.

 

Noninterest income. Noninterest income increased by $209,000, or 15.1%, for the three months ended June 30, 2023, over the comparable 2022 period. This increase was the result of a $112,000 increase in earnings on bank-owned life insurance, a $77,000 increase in rental income from an OREO property, a $22,000 increase in other income, and a $21,000 increase in investment services revenue. These increases were partially offset by a $16,000 decrease in service charges on deposit accounts. The decrease in losses on equity securities was the result of fair value marks of the equity securities held during these three months.

 

Noninterest income increased by $484,000, or 17.4%, for the six months ended June 30, 2023, over the comparable 2022 period. This $484,000 increase was the result of a $206,000 increase in earnings on bank-owned life insurance, a $179,000 increase in rental income from an OREO property, a $134,000 increase in other income, and a $65,000 increase in investment services revenue. These increases were partially offset by a $166,000 decrease in loss on equity securities. The decrease in gains on equity securities was the result of fair value marks of the equity securities held during these six months.

 

Noninterest expense. Noninterest expense of $12.1 million for the second quarter of 2023 was 41.2%, or $3.5 million higher than the second quarter of 2022, primarily due to the $2.2 million increase in salaries and employee benefits, a $541,000 increase in other expense, a $315,000 increase in data processing and information technology costs, and a $188,000 increase in core deposit intangible amortization. The Company also recognized $63,000 in gross OREO expenses in 2023. Primarily the increases in noninterest expense were attributable to the merger.

 

Noninterest expense of $23.8 million for the first half of 2023 was 41.9%, or $7.0 million higher than the first half of 2022, primarily due to the $3.7 million increase in salaries and employee benefits, a $1.1 increase in other expense, a $542,000 increase in data processing and information technology costs, and a $444,000 increase in advertising expense. The Company also recognized $195,000 in gross OREO expenses in 2023.

 

Although to date, the Bank has not experienced any material losses related to cyber-attacks or other information security breaches, there can be no assurance that it or its subsidiaries will not suffer such losses in the future. On April 12, 2023, a cyber-attack resulted in a disruption to the computer systems of the Bank. The Bank took immediate action to remediate the security vulnerability and retained a cybersecurity firm to investigate the nature and scope of the incident. The majority of the Bank’s products and services were operational throughout and since that date, restoration efforts have been completed and normal operations have resumed. The Bank has put additional security measures in place and continuously monitors for suspicious activity. The investigation is ongoing.

 

The Company does not expect this incident to have a material impact on its business operations or financial results.

 

Provision for income taxes. The Company recognized $986,000 in income tax expense, which reflected an effective tax rate of 16.2% for the three months ended June 30, 2023, as compared to $787,000 with an effective tax rate of 16.1% for the comparable 2022 period. The Company recognized $2.0 million in income tax expense, which reflected an effective tax rate of 16.5% for the six months ended June 30, 2023, as compared to $1.6 million with an effective tax rate of 16.4% for the comparable 2022 period.

 

 

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 credit 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,
		2023												2022
		Average								Average				Average								Average
(Dollars in thousands)		Balance				Interest				Yield/Cost				Balance				Interest				Yield/Cost
Interest-earning assets:
Loans receivable (3)		$	1,400,074			$	20,762				5.96	%		$	970,820			$	11,268				4.66	%
Investment securities (3)			168,890				1,457				4.08	%			176,138				1,397				3.76	%
Interest-earning deposits with other banks (4)			62,296				618				3.98	%			79,924				153				0.77	%
Total interest-earning assets			1,631,260				22,837				5.69	%			1,226,882				12,818				4.28	%
Noninterest-earning assets			114,120												89,555
Total assets		$	1,745,380											$	1,316,437
Interest-bearing liabilities:
Interest-bearing demand deposits			214,045				595				1.11	%			159,779				59				0.15	%
Money market deposits			234,497				1,294				2.21	%			185,711				228				0.49	%
Savings deposits			263,587				478				0.73	%			260,226				40				0.06	%
Certificates of deposit			252,785				1,484				2.35	%			184,748				382				0.83	%
Short-term borrowings			112,349				1,462				5.22	%			-				-				0.00	%
Other borrowings			11,992				170				5.69	%			12,945				81				2.51	%
Total interest-bearing liabilities		$	1,089,255			$	5,483				2.02	%		$	803,409			$	790				0.39	%
Noninterest-bearing liabilities:
Noninterest-bearing demand deposits		$	450,835											$	375,013
Other liabilities			(8,871	)											4,638
Stockholders' equity			214,161												133,377
Total liabilities and stockholders' equity		$	1,745,380											$	1,316,437
Net interest income						$	17,354											$	12,028
Interest rate spread (1)											3.67	%											3.89	%
Net interest margin (2)											4.34	%											4.02	%
Ratio of average interest-earning assets to average interest-bearing liabilities											149.76	%											152.71	%

 

---

(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 $294 and $269 for the three months ended June 30, 2023 and 2022, 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, 2023, and 2022, in terms of (1) changes in the 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 the change in volume). The changes attributable to the combined impact of volume/rate are allocated consistently between the volume and rate variances.

 

		2023 versus 2022
		Increase (decrease) due to
(Dollars in thousands)		Volume				Rate				Total
Interest-earning assets:
Loans receivable		$	4,987			$	4,507			$	9,494
Investment securities			(68	)			128				60
Interest-earning deposits with other banks			(34	)			499				465
Total interest-earning assets		$	4,885			$	5,134			$	10,019
Interest-bearing liabilities:
Interest-bearing demand deposits		$	20			$	516			$	536
Money market deposits			60				1,006				1,066
Savings deposits			1				437				438
Certificates of deposit			141				961				1,102
Short-term borrowings			-				1,462				1,462
Other borrowings			(6	)			95				89
Total interest-bearing liabilities		$	216			$	4,477			$	4,693
Net interest income		$	4,669			$	657			$	5,326

 

 

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 credit 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 Six Months Ended June 30, 2023
		2023												2022
		Average								Average				Average								Average
(Dollars in thousands)		Balance				Interest				Yield/Cost				Balance				Interest				Yield/Cost
Interest-earning assets:
Loans receivable (3)		$	1,380,470			$	39,037				5.71	%		$	977,336			$	22,253				4.60	%
Investment securities (3)			168,738				2,895				4.08	%			173,483				2,624				3.59	%
Interest-earning deposits with other banks (4)			65,802				1,210				3.71	%			85,807				204				0.48	%
Total interest-earning assets		$	1,615,010			$	43,142				5.46	%		$	1,236,626			$	25,081				4.17	%
Noninterest-earning assets			114,951												87,382
Total assets		$	1,729,961											$	1,324,008
Interest-bearing liabilities:
Interest-bearing demand deposits		$	195,990			$	960				0.99	%		$	165,066			$	119				0.15	%
Money market deposits			221,452				2,077				1.89	%			184,988				440				0.48	%
Savings deposits			289,318				1,281				0.89	%			260,194				78				0.06	%
Certificates of deposit			249,468				2,523				2.04	%			189,203				798				0.85	%
Short-term borrowings			84,404				2,114				5.05	%			-				-				0.00	%
Other borrowings			12,015				326				5.47	%			12,944				150				2.34	%
Total interest-bearing liabilities		$	1,052,647			$	9,281				1.78	%		$	812,395			$	1,585				0.39	%
Noninterest-bearing liabilities:
Noninterest-bearing demand deposits		$	471,242											$	367,334
Other liabilities			(2,858	)											5,276
Stockholders' equity			208,930												139,003
Total liabilities and stockholders' equity		$	1,729,961											$	1,324,008
Net interest income						$	33,861											$	23,496
Interest rate spread (1)											3.68	%											3.78	%
Net interest margin (2)											4.30	%											3.91	%
Ratio of average interest-earning assets to average interest-bearing liabilities											153.42	%											152.22	%

 

---

(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 $572 and $492 for the six months ended June 30, 2023 and 2022, 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, 2023, and 2022, in terms of (1) changes in the 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 the change in volume). The changes attributable to the combined impact of volume/rate are allocated consistently between the volume and rate variances.

 

		2023 versus 2022
		Increase (decrease) due to
(Dollars in thousands)		Volume				Rate				Total
Interest-earning assets:
Loans receivable		$	9,196			$	7,588			$	16,784
Investment securities			(68	)			339				271
Interest-earning deposits with other banks			(48	)			1,054				1,006
Total interest-earning assets		$	9,080			$	8,981			$	18,061
Interest-bearing liabilities:
Interest-bearing demand deposits		$	23			$	818			$	841
Money market deposits			87				1,550				1,637
Savings deposits			9				1,194				1,203
Certificates of deposit			254				1,471				1,725
Short-term borrowings			-				2,114				2,114
Other borrowings			(11	)			187				176
Total interest-bearing liabilities		$	362			$	7,334			$	7,696
Net interest income		$	8,718			$	1,647			$	10,365

 

 

LIQUIDITY

 

Management's objective in managing liquidity is to maintain the ability to continue meeting the cash flow needs of banking customers, such as borrowings or deposit withdrawals, as well as the Company’s 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. While securities are generally considered as a source of cash, in the current environment, it is unlikely that securities would be sold for such funding needs. 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.

 

On June 30, 2023, the additional borrowing capacity at the FHLB was $482.9 million, as compared to $380.8 million on December 31, 2022. Considering the Company’s strong capital levels, robust liquidity, and diverse loans and deposit portfolios, along with the maximum borrowing capacity of $582.9 million at the FHLB, the Company decided not to use the Federal Reserve’s Bank Term Funding Program. The Company also has the option of borrowing from the Federal Reserve discount window with any assets not currently pledged elsewhere. Given the flexibility of borrowing structure options with the FHLB, if the Company needed additional borrowings, we would likely use FHLB capacity first.

 

At June 30, 2023, total net available liquidity was $776.8 million, which accounted for 54.3% of total deposits. At June 30, 2023, these liquidity sources exceeded the amount of the Company’s uninsured deposit balances. 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, 2023. Although the Company currently exhibits strong liquidity, management will continue to monitor liquidity in future periods.

 

For the six months ended June 30, 2023, 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 credit 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. The consolidated financial statements and related financial data are presented following GAAP. GAAP currently requires the Company to measure the financial position and results of operations in terms of historical dollars, except for securities available for sale, individually analyzed 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 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. 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 on June 30, 2023. The following table indicates the capital ratios for Middlefield Bank and the Company on June 30, 2023, and December 31, 2022.

 

		As of June 30, 2023
		Leverage				Tier 1 Risk Based				Common Equity Tier 1				Total Risk Based
The Middlefield Banking Company			13.02	%			15.20	%			15.20	%			16.42	%
Middlefield Banc Corp.			14.36	%			16.89	%			16.36	%			18.11	%
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, 2022
		Leverage				Tier 1 Risk Based				Common Equity Tier 1				Total Risk Based
The Middlefield Banking Company			11.16	%			12.63	%			12.63	%			13.61	%
Middlefield Banc Corp.			11.30	%			12.80	%			12.25	%			13.78	%
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 repricing 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 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 quarterly. 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 the 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 considering certain long-term shock rates. 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, 2023, and December 31, 2022, remained constant. The impact of the market rate movements was developed by simulating the effects of rates changing gradually over one year from the June 30, 2023, and December 31, 2022 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, 2023, and December 31, 2022, for portfolio equity:  

 

		June 30, 2023								12/31/2022
Change in Rates		% Change in NII				% Change in EVE				% Change in NII				% Change in EVE
+200bp			(2.40	)%			(7.00	)%			(0.50	)%			(2.80	)%
-100bp			0.85	%			0.80	%			(0.30	)%			(1.30	)%

 

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, 2023, have remained unchanged from December 31, 2022. However, the Company has identified accounting policies that are critical accounting policies and an understanding of these policies is necessary to understand the Company’s financial statements. These policies relate to determining the adequacy of the allowance for credit losses, for both the investment, loan portfolios, and unfunded commitments. Please refer to Note 1 for further discussion on significant accounting policies.

 

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 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 in ensuring 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 periods specified in Securities and Exchange Commission rules and forms. After the date of their evaluation, our Chief Executive Officer and Chief Financial Officer 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 concerning 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

The Company is attentive to various risks and continuously evaluates the potential impact of such risks. Except as set forth below, where an already disclosed risk factor has been updated for the current period, there have been no material updates or changes in risks faced by the Company since December 31, 2022. For more information regarding our risk factors, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

 

We could experience an unexpected inability to obtain needed liquidity which could adversely affect our business, profitability, and viability as a going concern.

 

Liquidity measures the ability to meet current and future cash flow needs as they become due. The liquidity of a financial institution reflects its ability to meet loan requests and to accommodate possible outflows in deposits. The ability of a financial institution to meet its current financial obligations is a function of its balance sheet structure, its ability to liquidate assets, and its access to alternative sources of funds. The bank failures in March 2023 exemplify the potential serious results of the unexpected inability of insured depository institutions to obtain needed liquidity to satisfy deposit withdrawal requests, including how quickly such requests can accelerate once uninsured depositors lose confidence in an institution’s ability to satisfy its obligations to depositors. We seek to ensure our funding needs are met by maintaining a level of liquidity through asset and liability management. If we become unable to obtain funds when needed, it could have a material adverse effect on our business, financial condition, and results of operations.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Details of repurchases of Company common stock during the first quarter of 2023 are included in the following table:

 

2023 period In thousands, except per share data		Total shares purchased				Average price paid per share				Total shares purchased as part of a publicly announced program (a)				Maximum number of shares that may yet be purchased under the program
April 1-30			-			$	-				-				29,391
May 1-31			-				-				-				29,391
June 1-30			-				-				-				29,391
Total			0			$	-

 

Item 3.

Defaults Upon 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, 2023

 

Exhibit Number		Description		Location
2.1		Agreement and Plan of Merger dated as of May 26, 2022, by and among Middlefield Banc Corp., MBCN Merger Subsidiary, LLC, and Liberty Bancshares, Inc.		Incorporated by reference to Exhibit 2.1 of Middlefield Banc Corp.’s Form 8-K Current Report and Form 425 filed on May 27, 2022
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 Form 8-K Current Report filed on December 1, 2022
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		[reserved]
10.2		[reserved]

 

 

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 December 1, 2022
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*		[reserved]
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 Quarterly Report filed on November 5, 2019
10.4.6		[reserved]
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 Annual Report filed on March 12, 2021
10.4.8*		Change in Control Agreement between Middlefield Banc Corp. and Courtney M. Erminio		Incorporated by reference to Exhibit 10.4.8 of Middlefield Bank Corp’s Form 10-K Annual Report filed on March 15, 2023
10.5*		Severance Agreement between Middlefield Banc Corp. and Ronald L. Zimmerly, Jr., dated December 1, 2022		Incorporated by reference to Exhibit 10.5 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year Ended December 31, 2022, filed on March 15, 2023
10.6*		Restricted Stock Award Agreement between Middlefield Banc Corp. and Ronald L. Zimmerly, Jr., dated December 1, 2022		Incorporated by reference to Exhibit 10.6 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year Ended December 31, 2022, filed on March 15, 2023
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*		Executive Retention Agreement between The Middlefield Banking Company and Michael C. Ranttila		Incorporated by reference to Exhibit 10.8 of Middlefield Banc Corp.’s Form 10-Q Quarterly Report filed on May 10, 2022
10.9*		Executive Retention Agreement between The Middlefield Banking Company and Michael L. Allen		Incorporated by reference to Exhibit 10.9 of Middlefield Banc Corp.’s Form 10-Q Quarterly Report filed on May 10, 2022
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*		Split-Dollar Agreement between The Middlefield Banking Company and Ronald L. Zimmerly, Jr.		Incorporated by reference to Exhibit 10.12 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year Ended December 31, 2022, filed on March 15, 2023
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*		Executive Deferred Compensation Agreement with Ronald L. Zimmerly, Jr.		Incorporated by reference to Exhibit 10.29 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year Ended December 31, 2022, filed on March 15, 2023
10.29.1		Form of a 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 Quarterly 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 Quarterly 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 Annual Report filed on March 12, 2021
10.33**		Executive Deferred Compensation Agreement with Courtney M. Erminio		Incorporated by reference to Exhibit 10.33 of Middlefield Banc Corp.’s Form 10-Q Quarterly Report filed on August 8, 2022
10.34**		Executive Deferred Compensation Agreement with Alfred F. Thompson		Incorporated by reference to Exhibit 10.34 of Middlefield Banc Corp.’s Form 10-Q Quarterly Report filed on August 8, 2022
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
100		[reserved]
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 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.

 

 

 

SIGNATURES

 

 

 

 

 

	MIDDLEFIELD BANC CORP.
Date: August 14, 2023	By: /s/ James R. Heslop, II
	----------------------------------------
	James R. Heslop, II
	Chief Executive Officer

 

 

 

Date: August 14, 2023	By: /s/Michael C. Ranttila
	----------------------------------------
	Michael C. Ranttila
	Executive Vice President, Chief Financial Officer