MIDDLEBURG, Va., Oct. 28 /PRNewswire/ -- Middleburg Financial Corporation (the "Company"), (Nasdaq: MBRG), parent company of Middleburg Bank (the "Bank") and Middleburg Investment Group, Inc., today reported its financial results for the third quarter of 2009.

Third Quarter 2009 Highlights

For the Quarter:


    --  Net income attributable to the Company of $610,000;
    --  Basic and diluted earnings per share available to common shareholders of
        $0.05;
    --  Net interest margin of 4.13%;
    --  Consolidated total assets of $997.8 million;
    --  Non-performing assets to total assets ratio of 1.88%;
    --  Net loans to deposits ratio of 81.7%;

    --  Tier I capital ratio of 17.0% and leverage ratio of 12.5%.

For the Year:


    --  Net income attributable to the Company of $2.4 million;
    --  Basic and diluted earnings per share available to common shareholders of
        $0.31;
    --  Net interest margin of 4.28%;
    --  Gain on sales of loans of $8.6 million;
    --  Total FDIC assessment expense of $1.6 million, including special
        assessment of $481,000;
    --  Total deposits increased 42.8 million;

    --  Short-term borrowings and long-term debt decreased $77.7 million.

"This economic cycle continues to create a negative environment for our communities and thus for the financial services sector" commented Joseph L. Boling, Chairman and CEO of Middleburg Financial Corporation. "While we don't foresee an immediate broader economic recovery, we do see positive signs in the portfolio of Middleburg Bank. Our Balance Sheet continues to strengthen with the addition of $19.3 million in capital raised during the third quarter, as well as the continued growth in deposits of nearly $43 million, year to date. Additionally, our non performing assets, although higher than our traditional levels, do continue to track at levels significantly less than our peers." Mr. Boling continued, "We also used surplus cash generated from our deposit base during the third quarter to materially reduce the Company's wholesale funding levels."

Net Interest Income and Net Interest Margin

Interest and fees on loans was $12.0 million during the three months ended September 30, 2009, compared to $12.9 million during the three months ended June 30, 2009. Loan fees decreased $1.0 million when comparing the quarter ended September 30, 2009 to the quarter ended June 30, 2009, while interest on real estate loans increased $247,000 for the same periods. During the third quarter, loan production at Southern Trust Mortgage decreased 37.5% from the record high of $316.9 million at the end of the second quarter. Loans, net of the allowance for loan losses increased $410,000 at September 30, 2009 from the June 30, 2009 balance of $642.9 million. For the quarter ended September 30, 2009, tax equivalent yield on loans was 6.83% or 26 basis points lower than for the quarter ended June 30, 2009.

Interest income from the investment portfolio, which includes securities available for sale, federal funds sold and other interest bearing deposits, increased $8,000 from the three months ended June 30, 2009 to the three months ended September 30, 2009. The average balance of securities available for sale increased $3.0 million to $168.3 million during the three months ended September 30, 2009, when compared to the three months ended June 30, 2009. During the third quarter, the Company reinvested the proceeds of maturities and principal payments of securities into available for sale securities as part of its investment strategy. The average balance of federal funds sold decreased $2.1 million during the third quarter to $29.6 million. During the three months ended September 30, 2009, the Company invested excess cash into an interest-bearing deposit account at the Federal Reserve Bank of Richmond, as a precaution against the current economic uncertainties. For the quarter ended September 30, 2009, the tax equivalent yield on the securities available for sale decreased 15 basis points when compared to the quarter ended June 30, 2009, to 5.56%.

Total interest expense for the three months ended September 30, 2009 decreased $335,000 when compared to the three months ended June 30, 2009. Interest expense on short-term borrowings decreased $138,000 as a result of decreases in short-term interest rates, when comparing the three months ended September 30, 2009 to the three months ended June 30, 2009. Interest expense on long-term debt decreased $107,000 as the result of maturities during the third quarter, when compared the second quarter of 2009. The total average cost of interest bearing liabilities decreased 15 basis points to 2.35%, during the quarter ended September 30, 2009, when compared to the prior quarter. The costs of savings and interest-bearing demand deposits within certain categories was relatively unchanged, while increases in the average balances resulted in increases in interest expense of $88,000, when comparing the third quarter to the second quarter. Interest expense related to time deposits decreased $181,000 as a result of decreases in the average balances, when comparing the third quarter to the second quarter. The total average balance of interest bearing liabilities decreased $16.2 million during the quarter ended September 30, 2009.

The net interest margin decreased from 4.36% for the quarter ended June 30, 2009 to 4.13% for the quarter ended September 30, 2009. The decrease in the net interest margin was mostly attributable to the decreases in interest and fees on loans.

The Company's net interest margin is not a measurement under accounting principles generally accepted in the United States, but it is a common measure used by the financial services industry to determine how profitably earning assets are funded. The Company's net interest margin is calculated by dividing tax equivalent net interest income by total average earning assets. Tax equivalent net interest income is calculated by grossing up interest income for the amounts that are non-taxable (i.e., municipal income) then subtracting interest expense. The tax rate utilized is 34%. Details on the calculation of the net interest margin are included in footnote (3) following the "Key Statistics" table below.

Asset Quality and Provision for Loan Losses

Provisions for loan losses were $964,000 for the three months ended September 30, 2009, compared to $1.6 million for the three months ended June 30, 2009. Although the Company experienced a decrease in portfolio loans during 2009, it has recognized certain loans for charge-off and given the level of problem loans, continued uncertainty in the economy, and the current nationwide credit crisis, the Company deemed it prudent to maintain its allowance for loan losses at Middleburg Bank at 1.34% of total loans. Southern Trust Mortgage recognized net charge-offs of $1.4 million related to several problem loans in its loan portfolio during 2009. The Company had specific allowances for loan losses related to these loans. As a result of these charge-offs and the corresponding decrease in the loan portfolio, the Company decreased the allowance at Southern Trust Mortgage to 16.7% from 26.6% of total portfolio loans at June 30, 2009.

Non-performing assets, including loans past due more that 90 days, decreased from $20.4 million or 1.96% of total assets at June 30, 2009 to $18.8 million or 1.88% of total assets at September 30, 2009. This change was mostly a result of the decrease in non-accrual loans held by Middleburg Bank. During the third quarter of 2009, non-accrual loans at Middleburg Bank decreased by $4.0 million to $8.8 million. Non-accrual loans at Southern Trust Mortgage were $202,000 at September 30, 2009. Total other real estate owned increased by $1.1 million to $8.5 million at September 30, 2009. Loans past due more than 90 days were $1.2 million at September 30, 2009. Given the current economic environment, it is anticipated there could be an increase in non-performing loans.

There were no loans past due more than 90 days at June 30, 2009 compared to $1.2 million at September 30, 2009. The Company realized $1.2 million in net charge-offs for the quarter ended September 30, 2009 versus $1.9 million for the prior quarter. Additional past dues and credit losses are expected due to the current economic forecast.

The following table reflects asset quality and provision for loan loss details for the Bank and Southern Trust Mortgage:



                                2009                2008
                         -----------------------  ----------
    (Dollars in          Sept.      June   March  Dec. Sept.
     thousands)            30,       30,      31   31,   30,
                          ----     -----   ----- ----- ------
    Loans 90+
     days past
     due
    Middleburg Bank     $1,198   $    -- $   31 $  540 $2,857
    Southern Trust
     Mortgage                8        --     --    577  1,461

    Non-accrual loans
    Middleburg Bank     $8,806   $12,783 $6,738 $5,550 $2,966
    Southern Trust
     Mortgage              202       202  2,150  1,340  3,725

    Other Real Estate
     Owned and Other
     Repossessed Assets
    Middleburg Bank     $5,002   $ 4,215 $5,001 $4,586 $4,753
    Southern Trust
     Mortgage            3,535     3,240  3,366  3,026  2,114

    Allowance for loan
     losses
    Middleburg Bank     $8,748   $ 8,757 $7,922 $8,056 $7,884
    Southern Trust
     Mortgage              479       673  1,785  1,989  1,997

Non-Interest Income

Including net losses on securities available for sale, consolidated non-interest income decreased by $2.1 million or 33.8% when comparing the quarter ended September 30, 2009 to the quarter ended June 30, 2009. Gains on the sale of loans decreased $971,000 to $2.4 million for the quarter ended September 30, 2009, when compared to the prior quarter. The Company recognized two asset-backed securities for other than temporary impairment during the quarter ended September 30, 2009. The recognized loss of $533,000 is included in net losses on securities available for sale.

Trust and investment advisory fees earned by Middleburg Trust Company ("MTC") and Middleburg Investment Advisors ("MIA") increased $21,000 when comparing the quarter ended September 30, 2009 to the quarter ended June 30, 2009. Trust and investment advisory fees are based primarily upon the market value of the accounts under administration/management. For the quarter ended September 30, 2009, MTC's consolidated fees increased 4.7% or $22,000 when compared to the quarter ended June 30, 2009. MIA's consolidated fees decreased by 0.4% or $1,000 when comparing the three months ended June 30, 2009 to the three months ended September 30, 2009. Total consolidated assets under administration by MTC and MIA were at $1.1 billion at September 30, 2009, an increase of $79.4 million or 7.6% from the $1.0 billion under administration at June 30, 2009. The increase is the result of growth in new accounts at MTC. The Bank holds a large portion of its investment portfolio in custody with MTC and is included in assets under administration.

Service charges on deposits decreased by $16,000 or 3.3% from the quarter ended June 30, 2009 to the quarter ended September 30, 2009. Fees related to overdrafts decreased $13,000 from the previous quarter.

Commissions on investment sales decreased $24,000 from the quarter ended June 30, 2009 to the quarter ended September 30, 2009.

Gains on the sale of loans were $2.4 million for the quarter ended September 30, 2009 and $3.4 million for the prior quarter. Southern Trust Mortgage closed $198.1 million in loans for the three months ended September 30, 2009 and $316.9 million in loans for the three months ended June 30, 2009.

Net losses on the sale of securities were $258,000 for the quarter ended September 30, 2009, including an other than temporary impairment loss of $533,000 on two asset-backed securities. Asset-backed securities were $2.8 million and reflected a market value of $583,000 at September 30, 2009. The Company will continue to monitor the credit quality of its securities portfolio for impairment. The Company sold $20.7 million in securities available for sale during the three months ended September 30, 2009 as part of its investment strategy of shortening the weighted average life of its investment portfolio and improve its liquidity.

Equity earnings in unconsolidated subsidiaries represent Southern Trust Mortgage's equity earnings from its unconsolidated mortgage affiliates. For the quarter ended September 30, 2009, the Company recognized income of $23,000 on these investments, compared to $92,000 for the previous quarter.

Income earned from the Bank's $11.3 million investment in Bank Owned Life Insurance (BOLI) was $123,000 and $130,000 for the quarters ended September 30, 2009 and June 30, 2009, respectively. The Company purchased $10.8 million in BOLI in 2004 and $485,000 in BOLI in 2007 to help subsidize increasing employee benefit costs and expenses related to the restructure of its supplemental retirement plans.

Other service charges, including fees from loans, mortgages held for sale and other service fees, decreased $152,000 or 33.8% when comparing the three months ended September 30, 2009 to the three months ended June 30, 2009. Safe deposit box fees decreased $41,000 from the quarter ended June 30, 2009 to the quarter ended September 30, 2009. Middleburg Bank collects the majority of its safe deposit box fees in the second quarter of each year. Brokerage fees provided by Southern Trust Mortgage decreased $109,000 during the three months ended September 30, 2009 when compared to the previous quarter. The decrease is related to the decreases in loan production.

Non-Interest Expense

Non-interest expense decreased $1.1 million or 8.6% from the quarter ended June 30, 2009 to the quarter ended September 30, 2009. The decrease was primarily due to decreases in salary and employee benefits and decreases in net occupancy expenses.

Salaries and employee benefit expenses decreased $745,000 or 9.7% when comparing the quarter ended June 30, 2009 to the quarter ended September 30, 2009. The decrease, when compared to the prior quarter, is impacted by decreased commissions paid to mortgage originators and corresponds to decreased loan production.

Net occupancy expense decreased $111,000 when comparing the quarter ended June 30, 2009 to the quarter ended September 30, 2009. The decrease is the result of decreases in depreciation of fixed assets and decreases in rental expense and property taxes. As growth efforts continue to progress, the Company anticipates higher levels of occupancy expense to be incurred.

Other taxes of $148,000 were relatively unchanged for the quarter ended September 30, 2009, when compared to the previous quarter. Other taxes includes franchise taxes paid by Middleburg Bank and Middleburg Trust Company and is based on total capital of each company, respectively, net of certain adjustments.

Computer operations decreased $75,000 from the quarter ended June 30, 2009 to the quarter ended September 30, 2009.

Advertising and marketing expense decreased $32,000 when comparing the quarter ended June 30, 2009 to the quarter ended September 30, 2009. The Company decreased the amount of advertising during the three months ended September 30, 2009, compared to the three months ended June 30, 2009.

Other operating expenses decreased $154,000 or 5.0% when comparing the quarter ended June 30, 2009 to the quarter ended September 30, 2009. The decrease is the result of a one time expense related to FDIC insurance which was recognized in the second quarter.

Total Consolidated Assets

Total consolidated assets were $997.8 million at September 30, 2009. This is a decrease of $46.8 million from $1,044.6 million at June 30, 2009. Cash and cash equivalents decreased $14.4 million. The Company focused on maintaining liquidity while simultaneously reducing risk by investing more of its excess cash in deposits with the Federal Reserve Bank as a safer alternative to federal funds sold. Cash and due from banks was $80.6 million at September 30, 2009 compared to $39.7 million at June 30, 2009. Federal funds sold decreased $54.6 million from June 30, 2009 to September 30, 2009.

The investment portfolio increased $5.7 million or 3.7% to $168.0 million at September 30, 2009 compared June 30, 2009. The Company continued its effort to shorten the weighted average life of its investment portfolio and improve its liquidity through sales and purchases of securities. At September 30, 2009, the tax equivalent yield on the investment portfolio was 5.56%, compared to 5.71% at June 30, 2009.

Loans, net of allowance for loan losses, increased by $410,000 when comparing June 30, 2009 to September 30, 2009. Considering the current interest rate and competitive market environment, the Company has been diligent about maintaining its credit quality and thereby cautious about the growth it has permitted in the loan portfolio.

Mortgages held for resale decreased 50.5% or $37.5 million to $36.8 million when comparing the September 30, 2009 balance to that at June 30, 2009. Production during the second quarter of 2009 was $198.1 million compared to $316.9 million during the second quarter of 2009. An agreement between Middleburg Bank and Southern Trust Mortgage provides for participation of mortgages held for resale as a funding source. Southern Trust Mortgage also has a long standing line of credit with a regional bank that is primarily used to fund its mortgages held for sale.

Premises and equipment, net of accumulated depreciation, increased $126,000 to $22.8 million at September 30, 2009 from $22.7 million at June 30, 2009.

Deposits and Other Borrowings

Total deposits, which include brokered deposits, decreased $22.5 million or 2.8% to $787.6 million at September 30, 2009 from $810.1 million at June 30, 2009. Brokered deposits decreased $19.9 million, as a result of maturities, to $87.6 million at September 30, 2009 from $107.5 million at June 30, 2009. Non-interest bearing demand deposits decreased $18.8 million to $105.6 million at September 30, 2009 when compared to June 30, 2009. Savings and interest-bearing demand deposits increased $33.0 million, from $347.6 million at June 30, 2009. In particular, interest checking increased $21.6 million when comparing September 30, 2009 to June 30, 2009. Money market and savings deposits increased to $11.4 million at September 30, 2009 from $96.3 million at June 30, 2009. Time deposits, excluding brokered certificates of deposit, decreased $17.4 million to $204.6 million at September 30, 2009.

Short term borrowings, which include Southern Trust Mortgage's line of credit with a regional bank, were $7.1 million at September 30, 2009 and $21.3 million at June 30, 2009.

Equity

Total shareholders' equity, which includes non-controlling interest as required by the Consolidation Topic of the FASB Accounting Standards Codification, at September 30, 2009 and June 30, 2009, was $125.2 million and $103.5 million, respectively. In the third quarter, the Company raised $19.3 million through the issuance of 1,908,598 shares of common stock. The Company expects to use the proceeds for general corporate purposes, including the redemption of all or a portion of our Preferred Stock and warrants issued to the U.S. Treasury as part of the Capital Purchase Program. Middleburg Financial Corporation's shareholders' equity at September 30, 2009 and June 30, 2009 was $122.4 million and $100.5 million, respectively. The book value available to common shareholders at September 30, 2009 was $14.61 per common share. Total common shares outstanding were 6,901,843 at September 30, 2009.

Certain information contained in this discussion may include "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. These forward-looking statements relate to the Company's future operations and are generally identified by phrases such as "the Company expects," "the Company believes" or words of similar import. Although the Company believes that its expectations with respect to the forward-looking statements are based upon reliable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results, performance or achievements of the Company will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. For details on factors that could affect expectations, see the risk factors and other cautionary language included in the Company's Annual Report on Form 10-K for the year ended December 31, 2008, and other filings with the Securities and Exchange Commission.

Middleburg Financial Corporation is headquartered in Middleburg, Virginia and has two wholly owned subsidiaries, Middleburg Bank and Middleburg Investment Group, Inc. Middleburg Bank serves Loudoun, Fairfax, and Fauquier Counties in Virginia with eight financial service centers. Middleburg Investment Group owns Middleburg Trust Company and Middleburg Investment Advisors, Inc. Middleburg Trust Company are headquartered in Richmond, Virginia with a branch office in Middleburg and Williamsburg. Middleburg Investment Advisors, Inc. is an SEC registered investment advisor located in Alexandria, Virginia.





      MIDDLEBURG FINANCIAL CORPORATION
      SUMMARY INCOME STATEMENT
      (Unaudited, dollars in thousands)     For the Three  Months Ended,
                                     Sept.     June     March    Dec.   Sept.
                                       30,      30,      31,      31,     30,
                                      2009     2009     2009     2008    2008
                                  -------- -------- -------- -------- -------

     INTEREST INCOME
        Interest and fees on loans $11,973  $12,870  $12,950  $12,036 $11,968
            Interest on investment
                        securities   1,998    1,990    2,041    2,004   2,049

             TOTAL INTEREST INCOME $13,971  $14,860  $14,991  $14,040 $14,017
                                   -------  -------  -------  ------- -------

                  INTEREST EXPENSE
              Interest on deposits   3,866    3,959    4,156    4,262   3,793
            Interest on borrowings     749      991    1,151    1,315   1,658

            TOTAL INTEREST EXPENSE  $4,615   $4,950   $5,307   $5,577  $5,451
                                    ------   ------   ------   ------  ------

               NET INTEREST INCOME  $9,356   $9,910   $9,684   $8,463  $8,566

         PROVISION FOR LOAN LOSSES     964    1,583    1,037      572     318

         NET INTEREST INCOME AFTER
         PROVISION FOR LOAN LOSSES  $8,392   $8,327   $8,647   $7,891  $8,248
                                    ------   ------   ------   ------  ------

               NON INTEREST INCOME
     Trust and investment advisory
                        fee income    $813     $792     $797     $828    $947
       Service charges on deposits     474      490      455      440     504
         Gain on the sale of loans   2,407    3,378    2,792    1,796   2,274
             Net (losses) gains on
          securities available for
                              sale    (258)     661      230      130    (785)
         Commissions on investment
                             sales     148      172       85       95      94
                Equity earnings in
       unconsolidated subsidiaries      23       92      111       55      78
         Bank owned life insurance     123      130      127      109     114
            Other service charges,
              commissions and fees     298      450      374      356     558
            Other operating income      29      (36)      16       45     192

         TOTAL NON INTEREST INCOME  $4,057   $6,129   $4,987   $3,854  $3,976
                                    ------   ------   ------   ------  ------

              NON INTEREST EXPENSE
             Salaries and employee
                          benefits  $6,925   $7,670   $7,260   $6,361  $5,964
          Net occupancy expense of
                          premises   1,455    1,566    1,384    1,500   1,502
                       Other taxes     148      145      145      161     161
               Computer operations     285      360      301      299     268
         Advertising and marketing     184      216      149      373     136
          Other operating expenses   2,908    3,062    2,593    2,944   2,013

        TOTAL NON INTEREST EXPENSE $11,905  $13,019  $11,832  $11,638 $10,044
                                   -------  -------  -------  ------- -------

               INCOME BEFORE TAXES    $544   $1,437   $1,802     $107  $2,180
      Income tax expense (benefit)     (92)      21      140       21     654
                                       ---       --      ---       --     ---
                    NET INCOME (1)    $636   $1,416   $1,662      $86  $1,526
           LESS: NET (INCOME) LOSS
                   ATTRIBUTABLE TO
          NON-CONTROLLING INTEREST     (26)    (603)    (678)     405      29
                                       ---     ----     ----      ---      --

              MIDDLEBURG FINANCIAL
            CORPORATION NET INCOME    $610     $813     $984     $491  $1,555
                                      ====     ====     ====     ====  ======

       AMORTIZATION OF DISCOUNT ON
                          WARRANTS      19       19       13       --      --
       DIVIDEND ON PREFERRED STOCK     275      278      186       --      --

          NET INCOME  AVAILABLE TO
               COMMON SHAREHOLDERS    $316     $516     $785     $491  $1,555
                                      ====     ====     ====     ====  ======


    (1) On January 1, 2009, Middleburg Financial Corporation adopted Statement
        of Financial Accounting Standards No. 160 (SFAS No. 160),
        "Non-controlling Interests in Consolidated Financial Statements - an
        amendment of ARB No. 51," (Codified within ASC 810) the provisions of
        which, among others, requires that minority interests be renamed
        non-controlling interests and that a company present a consolidated
        net income (loss) measure that includes the amount attributable to
        such non-controlling interests for all periods presented.



    MIDDLEBURG FINANCIAL CORPORATION
    CONSOLIDATED BALANCE SHEET
    (Unaudited, dollars in thousands)

                           Sept.      June      March       Dec.     Sept.
                             30,        30,       31,        31,       30,
                            2009       2009      2009       2008      2008
                            ----       ----      ----      -----      ----

    Assets:
     Cash and due from
      banks              $80,646     $39,721   $21,059   $23,980   $23,747
     Interest-bearing
      balances in banks    2,214       2,958     1,725     2,400       560
     Federal funds sold       --      54,600    24,500     9,000     5,100
     Securities at fair
      value              168,049     162,355   165,921   181,312   155,859
     Loans, net of
      allowance for
      loan losses        643,293     642,883   650,600   662,375   649,975
     Mortgages held for
      resale              36,826      74,346    66,439    40,301    36,661
     Bank premises and
      equipment, net      22,848      22,722    22,920    22,987    23,036
     Other assets         43,901      44,975    45,099    42,836    42,351
                          ------      ------    ------    ------    ------

     Total assets       $997,777  $1,044,560  $998,263  $985,191  $937,289
                        ========  ==========  ========  ========  ========

    Liabilities:
     Deposits:
     Non-interest
      bearing demand
      deposits          $105,648    $124,472  $113,130  $110,537  $116,467
     Savings and
      interest-bearing
      demand deposits    380,527     347,561   329,042   300,006   305,061
     Time deposits       301,453     338,100   331,075   334,239   273,683
                         -------     -------   -------   -------   -------
     Total deposits     $787,628    $810,133  $773,247  $744,782  $695,211

     Securities sold
      under agreements
      to repurchase       19,808      19,505    18,989    22,678    25,389
     Short term
      borrowings           7,112      21,278    15,340    40,944    38,526
     Long-term debt       43,000      74,000    74,000    84,000    89,000
     Trust preferred
      capital notes        5,155       5,155     5,155     5,155     5,155
     Other
      liabilities (2)      9,853      10,981    10,833    10,027     8,256
                           -----      ------    ------    ------     -----
     Total liabilities  $872,556    $941,052  $897,564  $907,586  $861,537

    Shareholders'
     Equity: (1)
    Middleburg
     Financial
     Corporation
     shareholders'
     equity:
     Preferred stock,
      par value
      $1,000.00 per
      share              $21,622     $21,603   $21,584       $--       $--
     Common stock, par
      value $2.50 per
      share               17,255      12,483    11,826    11,336    11,322
     Capital surplus      42,703      28,310    26,083    23,967    23,885
     Retained earnings    43,051      43,235    43,665    43,555    43,070
     Accumulated other
      comprehensive
      income (loss),
      net                 (2,203)     (5,156)   (5,026)   (3,181)   (4,874)
                          ------      ------    ------    ------    ------
    Total Middleburg
     Financial
     Corporation
     shareholders'
     equity              122,428     100,475    98,132    75,677    73,403
    Non-controlling
     interest              2,793       3,033     2,567     1,928     2,349
                           -----       -----     -----     -----     -----

     Total
      shareholders'
      equity            $125,221    $103,508  $100,699   $77,605   $75,752
                        --------    --------  --------   -------   -------
     Total liabilities
      and shareholders'
      equity            $997,777  $1,044,560  $998,263  $985,191  $937,289
                        ========  ==========  ========  ========  ========

    (1) On January 1, 2009, Middleburg Financial Corporation adopted Statement
        of Financial Accounting Standards No. 160 (SFAS No. 160),
        "Non-controlling Interests in Consolidated Financial Statements - an
        amendment of ARB No. 51," (Codified within ASC 810) the provisions of
        which, among others, requires that minority interests be renamed
        non-controlling interests and that a company present such
        non-controlling interests as equity for all periods presented.

    (2) Other liabilities include the issued and outstanding preferred stock
        of Southern Trust Mortgage, LLC owned by the non-controlling
        interest, in accordance with ASC 810.



    MIDDLEBURG FINANCIAL CORPORATION
    KEY STATISTICS
    (Unaudited, dollars in thousands,
    except per share data)

                                       Sept.    June   March   Dec.   Sept.
                                         30,     30,     31,    31,     30,
                                        2009    2009    2009   2008    2008
                                        ----    ----    ----  -----    ----

                                        $610    $813    $984   $491  $1,555
    Net Income
    Earnings per share, basic          $0.05   $0.11   $0.17  $0.11   $0.34
    Earnings per share, diluted        $0.05   $0.11   $0.17  $0.11   $0.34

    Return on average total assets
      (1)                               0.29%   0.19%   0.35%  0.21%   0.66%
    Return on average total equity
      (1)                               2.51%   1.88%   3.84%  2.66%   8.42%
    Dividend payout ratio, net of
     preferred dividends              200.00% 172.73% 111.76%  0.00%  55.88%
    Fee revenue as a percent of total
     revenue(2)                        23.60%  26.90%  24.09% 20.96%  25.35%

    Net interest margin(3)              4.13%   4.36%   4.45%  4.00%   4.09%
    Yield on average earning assets     6.08%   6.46%   6.79%  6.53%   6.62%
    Yield on average interest-bearing
     liabilities                        2.35%   2.50%   2.73%  2.94%   2.94%
    Net interest spread                 3.73%   3.96%   4.06%  3.59%   3.67%

    Non-interest income to average
     assets(2)                          1.71%   2.15%   1.93%  1.56%   2.03%
    Non-interest expense to average
     assets                             4.71%   5.12%   4.80%  4.71%   4.27%

    Efficiency ratio(4)                84.26%  82.25%  79.50% 89.21%  73.64%


    (1) Gains (losses) on securities are treated as one-time occurrences and
        have not been annualized in the calculations of return.

    (2) Excludes gains and losses on securities available for sale.

    (3) The net interest margin is calculated by dividing tax equivalent net
        interest income by total average earning assets.  Tax equivalent net
        interest income is calculated by grossing up interest income for the
        amounts that are non taxable (i.e., municipal income) then subtracting
        interest expense. The tax rate utilized is 34%. For the quarters ended
        September 30, 2009, June 30, 2009, March 31, 2009, December 31, 2008
        and September 30, 2008 net interest income on a tax equivalent basis
        was $9.8 million, $10.3 million, $10.1 million, $8.8 million and $8.8
        million, respectively.    See the table below for a reconciliation of
        net interest income to tax equivalent net interest income. The
        Company's net interest margin is a common measure used by the
        financial service industry to determine how profitably earning assets
        are funded.  Because the Company earns a fair amount of non-taxable
        interest income due to the mix of securities in its investment
        security portfolio, net interest income for the ratio is calculated
        on a tax equivalent basis as described above.

    (4) The efficiency ratio is not a measurement under accounting principles
        generally accepted in the United States.  It is calculated by dividing
        non interest expense by the sum of tax equivalent net interest income
        and non-interest income excluding gains and losses on the investment
        portfolio.  The tax rate utilized is 34%. For the quarters ended
        September 30, 2009, June 30, 2009, March 31, 2009, December 31, 2008
        and September 30, 2008, tax equivalent net interest income was $9.8
        million, $10.3 million, $10.1 million, $8.8 million and $8.8 million,
        respectively.  See the table below for a reconciliation of net
        interest income to tax equivalent net interest income. Total non-
        interest income, excluding gains and losses on the investment
        portfolio, for the quarters ended September 30, 2009, June 30, 2009,
        March 31, 2009, December 31, 2008 and September 30, 2008, was $4.3
        million, $5.5 million, $4.8 million, $3.7 million and $4.8 million,
        respectively.  The Company calculates this ratio in order to evaluate
        its overhead structure or how effectively it is operating.  An
        increase in the ratio from period to period indicates the Company is
        losing a larger percentage of its income to expenses.  The Company
        believes that the efficiency ratio is a reasonable measure of
        profitability.




    MIDDLEBURG FINANCIAL CORPORATION
    SELECTED FINANCIAL DATA BY QUARTER
    (Unaudited, dollars in thousands,
     except per share data)
                            Sept.     June     March       Dec.       Sept.
                             30,       30,       31,        31,        30,
                            2009      2009      2009       2008       2008
                            ----      ----      ----       -----       ----
    BALANCE SHEET RATIOS
      Net loans to
       total
       deposits            81.67%     79.36%     84.14%     88.94%     93.49%
      Average
       interest-earning
       assets to
       average-interest
       bearing
       liabilities        120.32%    119.05%    116.57%    116.07%    116.73%
    PER SHARE
     DATA(1)
      Dividends            $0.10      $0.19      $0.19      $0.00      $0.19
      Book value          $14.61     $15.80     $16.14     $16.69     $16.21
      Tangible book
       value              $13.65     $14.47     $14.74     $15.21     $14.70
    SHARE PRICE
     DATA
      Closing price       $13.05     $13.76     $11.47     $14.59     $17.49
      Diluted
      earnings
     multiple(2)            0.67       0.66       0.53       0.88       1.08
      Book
      value
     multiple(3)            0.89       0.87       0.55       0.87       1.08
    COMMON STOCK
     DATA
      Outstanding
       shares at
       end of
       period          6,901,843  4,993,245  4,730,317  4,534,317  4,528,817
      Weighted
       average
       shares
       outstanding     5,208,624  4,675,849  4,536,495  4,528,108  4,528,476
      Weighted
       average
       shares
       outstanding,
       diluted         6,267,267  4,822,365  4,538,598  4,545,468  4,551,843
    CAPITAL
     RATIOS
      Total parent
       equity to
       total assets        12.27%      9.62%      9.83%      7.68%      7.83%
      Total risk
       based
       capital
       ratio               18.22%     14.73%     14.51%     11.49%     11.77%
      Tier 1 risk
       based
       capital
       ratio               16.97%     13.54%     13.28%     10.24%     10.52%
      Leverage
       ratio               12.50%     10.58%     10.52%      8.40%      8.51%
    CREDIT
     QUALITY
      Net
       charge-offs
       to average
       loans                0.17%      0.26%      0.19%      0.11%      0.03%
      Total
      non-performing
       loans to
       total loans          1.57%      1.99%      1.35%      1.02%      1.01%
      Total
      non-performing
       assets to
       total assets         1.88%      1.96%      1.73%      1.47%      1.45%
      Non-accrual
       loans to:
          total loans       1.38%      1.99%      1.35%      1.02%      1.01%
          total assets      0.90%      1.24%      0.89%      0.70%      0.71%
      Allowance for
       loan losses
       to:
          total loans       1.41%      1.45%      1.48%      1.40%      1.40%
         Non-performing
          assets           49.21%     46.14%     56.16%     69.27%     72.56%
         Non-accrual
          loans           102.43%     72.62%    109.21%    145.79%    147.03%
    NON-PERFORMING
     ASSETS:
      Loans
       delinquent
       over 90 days       $1,206        $--        $31     $1,117     $4,318
      Non-accrual
       loans               9,008     12,985      8,888      6,890      6,691
      Other real
       estate owned
       and
       repossessed
       assets              8,537      7,455      8,367      7,612      6,867
    NET LOAN
     CHARGE-OFFS
    (RECOVERIES):
      Loans charged
       off                $1,216     $1,866     $1,369       $794       $239
      (Recoveries)           (49)        (6)       (19)       (16)        (7)
      Net
       charge-offs         1,167      1,860      1,350        778        232
      Provision for
       loan losses          $964     $1,583     $1,037       $572       $318
    ALLOWANCE FOR
     LOAN LOSS
     SUMMARY
      Balance at
       the
       beginning of
       period             $9,430     $9,707    $10,020     $9,777     $9,691
      Provision              964      1,583      1,037        572        318
      Net
       charge-offs
       (recoveries)        1,167      1,860      1,350        329        232
      Balance at
       the end of
       period             $9,227     $9,430     $9,707    $10,020     $9,777

    (1) Based on capital available to common shareholders only.
    (2) The diluted earnings multiple (or price earnings ratio) is calculated
        by dividing the period's closing market price per share by total
        equity per  weighted average shares outstanding, diluted for the
        period.  The diluted earnings multiple is a measure of how much an
        investor may be willing to pay for $1.00 of the Company's earnings.
    (3) The book value multiple (or price to book ratio) is calculated by
        dividing the period's closing market price per share by the period's
        book value per share.  The book value multiple is a measure used to
        compare the Company's market value per share to its book value per
        share.



                          Middleburg Financial Corporation
               Average Balances, Income and Expenses, Yields and Rates
                                  Three Months Ended

                                              September 30, 2009
                                              ------------------
                                          Average   Income/ Yield/
     (Unaudited, dollars in               Balance  Expense  Rate(3)
     thousands)                           -------  -------  ------
    Assets :
    Securities:
       Taxable                           $102,120   $1,187 4.61%
       Tax-exempt (1) (2)                  66,146    1,172 7.03%
                                           ------    -----
           Total securities              $168,266   $2,359 5.56%
    Loans
       Taxable                           $695,738  $11,974 6.83%
       Tax-exempt  (1)                         --       -- 0.00%

           Total loans                   $695,738  $11,974 6.83%
    Federal funds sold                     29,640       15 0.20%
    Interest bearing deposits in
          other financial institutions     43,478       21 0.19%
                                           ------       --
           Total earning assets          $937,122  $14,369 6.08%
    Less: allowances for credit
     losses                                (9,111)
    Total nonearning assets                85.368
                                           ------
    Total assets                       $1,013,379
                                       ==========

    Liabilities:
    Interest-bearing deposits:
        Checking                         $263,674     $834 1.25%
        Regular savings                    58,624      195 1.32%
        Money market savings               45,887      121 1.05%
        Time deposits:
                     $100,000 and over    137,241    1,073 3.10%
           Under $100,000                 182,109    1,643 3.58%
                                          -------    -----
           Total interest-bearing
            deposits                     $687,535   $3,866 2.23%

    Short-term borrowings                   2,787       52 7.40%
    Securities sold under
     agreements
        to repurchase                      20,609        7 0.13%
    Long-term debt                         67,938      690 4.03%
                                           ------      ---
        Total interest-bearing
         liabilities                     $778,869   $4,615 2.35%
    Non-interest bearing
     liabilities
        Demand Deposits                   107,092
        Other liabilities                  10,782
                                           ------
    Total liabilities                    $896,743
    Non-controlling interest                2,909
    Shareholders' equity                  113,727
    Total liabilities and
     shareholders'
       Equity                          $1,013,379
                                       ==========

    Net interest income                             $9,754
                                                    ======

    Interest rate spread                                   3.73%
    Interest expense as a percent
     of
        average earning assets                             1.95%
    Net interest margin                                    4.13%

    (1) Income and yields are reported on tax equivalent basis
         assuming a federal tax rate of 34%.
     (2) Income and yields include dividends on preferred bonds
         which are 70% excludable for tax purposes.
     (3) All yields and rates have been annualized on a 365 day year.


                          Middleburg Financial Corporation
               Average Balances, Income and Expenses, Yields and Rates
                                  Three Months Ended

                                                June 30, 2009
                                                -------------
                                          Average  Income/ Yield/
    (Unaudited, dollars in                Balance  Expense Rate(3)
     thousands)                           -------  ------- -----
    Assets :
    Securities:
       Taxable                           $100,118   $1,221 4.89%
       Tax-exempt (1) (2)                  65,100    1,131 6.97%
                                           ------    -----
           Total securities              $165,218   $2,351 5.71%
    Loans
       Taxable                           $727,690  $12,870 7.09%
       Tax-exempt  (1)                          1       -- 0.00%
                                                -
           Total loans                   $727,691  $12,870 7.09%
    Federal funds sold                     31,720       14 0.18%
    Interest bearing deposits in
          other financial institutions     21,876        9 0.17%
                                           ------        -
           Total earning assets          $946,505  $15,244 6.46%
    Less: allowances for credit
     losses                                (8,499)
    Total nonearning assets                81,352
                                           ------
    Total assets                       $1,019,358
                                       ==========

    Liabilities:
    Interest-bearing deposits:
        Checking                         $247,303     $783 1.27%
        Regular savings                    54,980      176 1.28%
        Money market savings               39,190      103 1.05%
        Time deposits:
                     $100,000 and over    132,288    1,046 3.17%
           Under $100,000                 200,553    1,851 3.70%
                                          -------    -----
           Total interest-bearing
            deposits                     $674,314   $3,959 2.35%

    Short-term borrowings                  21,003      191 3.65%
    Securities sold under
     agreements
        to repurchase                      20,559        3 0.06%
    Long-term debt                         79,155      797 4.04%
                                           ------      ---
        Total interest-bearing
         liabilities                     $795,031   $4,950 2.50%
    Non-interest bearing
     liabilities
        Demand Deposits                   110,153
        Other liabilities                  10,828
                                           ------
    Total liabilities                    $916,012
    Non-controlling interest                2,851
    Shareholders' equity                  100,495
    Total liabilities and
     shareholders'
       Equity                          $1,019,358
                                       ==========

    Net interest income                            $10,295
                                                   =======

    Interest rate spread                                   3.96%
    Interest expense as a percent
     of
        average earning assets                             2.10%
    Net interest margin                                    4.36%

     (1) Income and yields are reported on tax equivalent basis
         assuming a federal tax rate of 34%.
     (2) Income and yields include dividends on preferred bonds
         which are 70% excludable for tax purposes.
     (3) All yields and rates have been annualized on a 365 day year.



                 Middleburg Financial Corporation
     Average Balances, Income and Expenses, Yields and Rates
                 Three Months Ended September 30,

                                                     2009
                                                     ----
                                          Average   Income/ Yield/
    (Unaudited, dollars in                Balance  Expense  Rate(3)
     thousands)                           -------  -------  -------
    Assets :
    Securities:
       Taxable                           $102,120   $1,187   4.61%
       Tax-exempt (1) (2)                  66,146    1,172   7.03%
                                           ------    -----
           Total securities              $168,266   $2,359   5.56%
    Loans
       Taxable                           $695,738  $11,974   6.83%
       Tax-exempt  (1)                         --       --   0.00%

           Total loans                   $695,738  $11,974   6.83%
    Federal funds sold                     29,640       15   0.20%
    Interest bearing deposits in
          other financial institutions     43,478       21   0.19%
                                           ------       --
           Total earning assets          $937,122  $14,369   6.08%
    Less: allowances for credit
     losses                                (9,111)
    Total nonearning assets                85.368
                                           ------
    Total assets                       $1,013,379
                                       ==========

    Liabilities:
    Interest-bearing deposits:
        Checking                         $263,674     $834   1.25%
        Regular savings                    58,624      195   1.32%
        Money market savings               45,887      121   1.05%
        Time deposits:
                     $100,000 and over    137,241    1,073   3.10%
           Under $100,000                 182,109    1,643   3.58%
                                          -------    -----
           Total interest-bearing
            deposits                     $687,535   $3,866   2.23%

    Short-term borrowings                   2,787       52   7.40%
    Securities sold under
     agreements
        to repurchase                      20,609        7   0.13%
    Long-term debt                         67,938      690   4.03%
    Federal Funds Purchased                    --       --   0.00%

        Total interest-bearing
         liabilities                     $778,869   $4,615   2.35%
    Non-interest bearing
     liabilities
        Demand Deposits                   107,092
        Other liabilities                  10,782
                                           ------
    Total liabilities                    $896,743
    Non-controlling interest                2,909
    Shareholders' equity                  113,727
    Total liabilities and
     shareholders'
       Equity                          $1,013,379
                                       ==========

    Net interest income                             $9,754
                                                    ======

    Interest rate spread                                     3.73%
    Interest expense as a percent
     of
        average earning assets                               1.95%
    Net interest margin                                      4.13%

    (1) Income and yields are reported on tax equivalent basis assuming a
        federal tax rate of 34%.
    (2) Income and yields include dividends on preferred bonds which are
        70% excludable for tax purposes.
    (3) All yields and rates have been annualized on a 365 day year.



                                                   2008
                                                   ----
                                        Average   Income/   Yield/
    (Unaudited, dollars in              Balance   Expense    Rate(3)
     thousands)                         -------   -------     ----
    Assets :
    Securities:
       Taxable                         $108,949    $1,422     5.19%
       Tax-exempt (1) (2)                47,244       831     7.00%
                                         ------       ---
           Total securities            $156,193    $2,253     5.74%
    Loans
       Taxable                         $695,866   $11,967     6.84%
       Tax-exempt  (1)                        7        --     0.00%
                                              -
           Total loans                 $695,873   $11,967     6.84%
    Federal funds sold                    6,903        34     1.96%
    Interest bearing deposits in
          other financial institutions    3,648        45     4.91%
                                          -----        --
           Total earning assets        $862,617   $14,299     6.59%
    Less: allowances for credit
     losses                              (9,805)
    Total nonearning assets              82,080
                                         ------
    Total assets                       $934,892
                                       ========

    Liabilities:
    Interest-bearing deposits:
        Checking                       $210,527    $1,116     2.11%
        Regular savings                  52,514       210     1.59%
        Money market savings             39,639       124     1.24%
        Time deposits:
                     $100,000 and over  122,972     1,082     3.50%
           Under $100,000               131,979     1,261     3.80%
                                        -------     -----
           Total interest-bearing
            deposits                   $557,631    $3,793     2.71%

    Short-term borrowings                45,881       413     3.58%
    Securities sold under
     agreements
        to repurchase                    30,533       137     1.79%
    Long-term debt                      101,981     1,105     4.31%
    Federal Funds Purchased                 474         3     2.52%
                                            ---         -
        Total interest-bearing
         liabilities                   $736,500    $5,451     2.94%
    Non-interest bearing
     liabilities
        Demand Deposits                 114,456
        Other liabilities                 7,702
                                          -----
    Total liabilities                  $858,658
    Non-controlling interest              2,771
    Shareholders' equity                 73,463
    Total liabilities and
     shareholders'
       Equity                          $934,892
                                       ========

    Net interest income                            $8,848
                                                   ======

    Interest rate spread                                      3.65%
    Interest expense as a percent
     of
        average earning assets                                2.51%
    Net interest margin                                       4.03%


     (1) Income and yields are reported on tax equivalent basis assuming a
         federal tax rate of 34%.
     (2) Income and yields include dividends on preferred bonds which are
         70% excludable for tax purposes.
     (3) All yields and rates have been annualized on a 365 day year.



    MIDDLEBURG FINANCIAL CORPORATION
    RECONCILIATIONS OF NET INTEREST INCOME TO
    TAX EQUIVALENT NET INTEREST INCOME

                           For the Year-to-Date Period Ended
                           ---------------------------------
                         Sept.    June   March     Dec.    Sept.
                           30,     30,     31,      31,      30,
                          2009    2009    2009     2008     2008
                          ----    ----    ----    -----     ----

                           (Unaudited, dollars in thousands)
    GAAP measures:
      Interest
       and fees
       on loans        $37,793 $25,820 $12,950  $48,088  $36,052
      Interest and
       dividends on
       securities and
       other
       investments       6,029   4,031   2,041    7,834    5,830
      Interest on
       deposits        (11,981) (8,115) (4,156) (15,492) (11,230)
      Interest on
       borrowings       (2,891) (2,142) (1,151)  (7,227)  (5,912)
                        -------  -------  ------  ------   ------
    Total net
      interest
      income           $28,950 $19,594  $9,684  $33,203  $24,740
    Non-GAAP
      measures:
      Tax benefit
       realized on
       non-taxable
       loans               $--     $--     $--       $1      $--
      Tax benefit
       realized on
       non-taxable
       municipal
       securities        1,158     760     375    1,124      787
                         -----     ---     ---    -----      ---
    Total tax benefit
     realized on
     non-taxable
     interest income    $1,158    $760    $375   $1,125     $787
                        ------    ----    ----   ------     ----
    Total tax
     equivalent net
     interest income   $30,108 $20,354 $10,059  $34,328  $25,527
                       ======= ======= =======  =======  =======



                           For the Quarter-to-Date Period Ended
                           ---------------------------------
                         Sept.    June   March     Dec.    Sept.
                           30,     30,     31,      31,      30,
                          2009    2009    2009     2008     2008
                          ----    ----    ----    -----     ----
                           (Unaudited, dollars in thousands)
    GAAP measures:
      Interest and
       fees on
       loans           $11,973 $12,870 $12,950  $12,036  $11,967
      Interest and
       dividends on
       securities and
       other
       investments       1,998   1,990   2,041    2,004    2,049
      Interest on
       deposits         (3,866) (3,959) (4,156)  (4,263)  (3,793)
      Interest on
       borrowings         (749)   (991) (1,151)  (1,314)  (1,657)
                          ----    ----  ------   ------   ------
    Total net
     interest
     income             $9,356  $9,910  $9,684   $8,463   $8,566
    Non-GAAP measures:
      Tax benefit
       realized on
       non-taxable
       loans               $--     $--     $--      $--      $--
      Tax benefit
       realized on
       non-taxable
       municipal
       securities          398     385     375      338      282
                           ---     ---     ---      ---      ---
    Total tax benefit
     realized on
     non-taxable
     interest income      $398    $385    $375     $338     $282
                          ----    ----    ----     ----     ----
    Total tax
     equivalent net
     interest income    $9,754 $10,295 $10,059   $8,801   $8,848
                        ====== ======= =======   ======   ======

SOURCE Middleburg Financial Corporation