8-K

MVB FINANCIAL CORP (MVBF)

8-K 2025-02-13 For: 2025-02-13
View Original
Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 13, 2025
MVB Financial Corp.
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(Exact name of registrant as specified in its charter)
West Virginia 001-38314 20-0034461
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(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
301 Virginia Avenue, Fairmont, WV 26554-2777
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(Address of principal executive offices) (Zip Code) (304) 363-4800
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(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, $1.00 par value MVBF The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

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

Item 2.02.    Results of Operations and Financial Condition.

On February 13, 2025, MVB Financial Corp. (NASDAQ: MVBF) issued a press release announcing its financial results for the quarter ended December 31, 2024. A copy of the release is furnished as Exhibit 99.1 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, is hereby furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, (the "Securities Act") or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

99.1    Press release of MVB Financial Corp. dated February 13, 2025

104     Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

MVB Financial Corp.
By: /s/ Donald T. Robinson
Donald T. Robinson<br>President and Chief Financial Officer

Date: February 13, 2025

Document

Exhibit 99.1

mvbfa.jpg

N E W S R E L E A S E

MVB Financial Corp. Announces Fourth Quarter and Full Year 2024 Results

(FAIRMONT, WV) February 13, 2025 – MVB Financial Corp. (NASDAQ: MVBF) (“MVB Financial,” “MVB” or the “Company”), the holding company for MVB Bank, Inc. ("MVB Bank"), today announced financial results for the fourth quarter and year ended December 31, 2024, with reported net income of $9.4 million, or $0.73 basic and $0.72 diluted earnings per share for the three months ended December 31, 2024.

Fourth Quarter 2024 Highlights

Net income was $9.4 million, an increase of $7.4 million from prior quarter.

Noninterest bearing deposits represent 34.9% of total deposits.

Tangible book value per share of $23.37, up 0.7% from the prior quarter.

Capital strength further enhanced.

MVB names Jeffrey Weidley as Chief Deposit Officer and Joe Rodriguez as Chief Risk Officer.

From Larry F. Mazza, Chief Executive Officer, MVB Financial:

“While the fourth quarter presented financial challenges, MVB continued to adapt and narrow our strategic focus, positioning the company for long-term success. The fourth quarter marked the end of a pivotal transition year, during which we simplified our growth strategy and strengthened our team to make meaningful investments in the future. Recent key leadership appointments have been made to help support this shift. In mid-November, risk management industry veteran Joe Rodriguez, formerly of Capital One, joined as Chief Risk Officer, bringing a wealth of experience in transforming risk management into a key business driver. After year-end, we appointed Jeffrey Weidley as Chief Deposit Officer. A seasoned banker in the DC metro area, Jeffrey will oversee strategies to grow MVB’s deposit base.

“Looking ahead, I’m encouraged by the continued evolution of our business model and our strong foundation, which includes a best-in-class core funding profile, a strong liquidity position, capital management strength and stable asset quality. Our laser focus on payments continues to drive meaningful progress, as we deliver innovative solutions to support our existing clients and grow revenue. With loan pipelines building and a

renewed sense of optimism across the broader economy, MVB is well-positioned to adapt to future opportunities and create long-term value for our clients and stakeholders.”

FOURTH QUARTER 2024 HIGHLIGHTS

•Noninterest income higher on gain on sale of assets and higher revenue from Victor subsidiary; expenses higher due primarily to higher personnel costs.

•Total noninterest income increased $14.6 million, or 219.7%, relative to the prior quarter, to $21.3 million. The increase is primarily attributable to the $11.8 million gain on sale of assets associated with the previously disclosed sale-leaseback transaction, an increase of $1.2 million in other operating income, driven by net deposit network fee income and revenue from our subsidiary Victor Technologies, Inc. (“Victor”), and a $1.0 million increase in gain on sale of loans.

•Noninterest expense increased $4.1 million, or 14.0%, relative to the prior quarter, to $33.6 million. The increase is primarily due to employee benefits costs and incentive compensation, as well as higher professional fees driven by incremental internal audit and legal fees. Additionally, other operating expenses increased reflecting higher correspondent banking fees driven by transaction volume.

•Measures of foundational strength were further enhanced.

•The Community Bank Leverage Ratio, Tier 1 Risk-Based Capital Ratio and MVB Bank’s Total Risk-Based Capital Ratio were 11.2%, 15.1%, and 15.8%, respectively, compared to 10.9%, 14.9%, and 15.7%, respectively, at the prior quarter-end.

•The tangible common equity ratio, a non-U.S. GAAP financial measure, was 9.7% as of December 31, 2024, up from 8.8% as of September 30, 2024.

•Book value per share and tangible book value per share, a non-U.S. GAAP measure, were $23.61 and $23.37, respectively, which both represent increases of 0.7% relative to the prior quarter-end.

•Nonperforming loans declined $3.9 million, or 13.8%, to $24.6 million, or 1.2% of total loans, from $28.6 million, or 1.3% of total loans, at the prior quarter-end. Criticized loans totaled $130.5 million, or 6.2% of total loans, as compared to $124.2 million, or 5.7% of total loans, at the prior quarter-end.

•Provision for credit losses totaled $0.3 million, down from $1.0 million for the prior quarter as a result of lower loan balances. Allowance for credit losses was 0.9% of total loans at December 31, 2024, as compared to 1.0% at the prior quarter-end.

INCOME STATEMENT

Net interest income on a tax-equivalent basis totaled $25.1 million for the fourth quarter of 2024, a decline of $1.7 million, or 6.3%, from the third quarter of 2024 and $6.2 million, or 19.8%, from the fourth quarter of 2023. The decline in the fourth quarter of 2024 compared to the prior periods was driven by a decline in the net interest margin and lower average earning asset balances.

Interest income declined $3.6 million, or 7.7%, from the third quarter of 2024 and $6.6 million, or 13.4%, from the fourth quarter of 2023. The decline from the third quarter of 2024 reflects lower loan balances and the impact of lower interest rates on interest income from loans and cash balances. The decline from the fourth quarter of 2023 reflects a decline in cash balances, largely driven by the exit of digital asset program accounts, a decline in loan balances and the impact of lower interest rates on interest income from loans and cash balances.

Interest expense declined $1.9 million, or 9.4%, compared to the third quarter of 2024 and $0.4 million, or 2.4%, compared to the fourth quarter of 2023. The cost of funds was 2.56% for the fourth quarter of 2024, down 21 basis points compared to the third quarter of 2024 and up 12 basis points compared to the fourth quarter of 2023. The decline in the cost of funds compared to the prior quarter reflects lower brokered deposits. Additionally, the current quarter cost of funds reflected $0.2 million of termination costs related to the Company’s decision to call a brokered certificate of deposit (“CD”) during the fourth quarter of 2024, while the prior quarter reflected termination costs of $0.3 million associated with two brokered CDs that were called during the third quarter of 2024. Relative to the year-ago period, the increase in the cost of funds reflects the impact of higher interest rates on our deposits, a shift in the mix of average deposits and the exit of the digital asset program account relationships.

On a fully tax-equivalent basis, net interest margin for the fourth quarter of 2024 was 3.46%, a decline of 15 basis points from the third quarter of 2024 and 60 basis points from the fourth quarter of 2023. See the table below for a reconciliation between net interest margin and net interest margin on a fully tax-equivalent basis, a non-GAAP measure. Contraction in the net interest margin from the third quarter of 2024 primarily reflected lower loan balances, partially offset by lower funding costs. Contraction in the net interest margin from the fourth quarter of 2023 primarily reflected higher funding costs and an unfavorable shift in the mix of deposit funding, partially offset by higher earning asset yields.

Noninterest income totaled $21.3 million for the fourth quarter of 2024, an increase of $14.6 million, or 219.7%, from the third quarter of 2024 and $16.8 million, or 379.5%, from the fourth quarter of 2023. The

increase compared to the third quarter of 2024 was primarily driven by the $11.8 million gain on sale of assets associated with the sale-leaseback transaction and increases of $1.2 million in other operating income, driven by revenue from our subsidiary Victor, and $1.0 million in gain on sale of loans. The increase in noninterest income from the fourth quarter of 2023 was primarily driven by the $11.8 million gain on sale of assets associated with the sale-leaseback transaction and $1.3 million in equity method investment income from our mortgage companies, compared to a $2.4 million loss in equity method investment income from our mortgage segment in the prior year period.

Noninterest expense totaled $33.6 million for the fourth quarter of 2024, an increase of $4.1 million, or 14.0%, from the third quarter of 2024 and $5.3 million, or 18.8%, from the fourth quarter of 2023. The increase from the third quarter of 2024 was driven by increases of $2.1 million in employee benefits and incentive compensation, $1.1 million in professional fees, driven by incremental internal audit and legal fees, and $0.9 million in other operating expense, driven by higher correspondent banking fees as transaction volume increased. The increase from the fourth quarter of 2023 primarily reflected increases of $3.9 million in employee benefits and incentive compensation, $0.8 million in other operating expense and $0.5 million in travel, entertainment, dues and subscriptions.

BALANCE SHEET

Loans totaled $2.10 billion at December 31, 2024, a decline of $71.1 million, or 3.3%, as compared to September 30, 2024 and $217.5 million, or 9.4%, as compared to December 31, 2023. The decline in loan balances relative to the prior quarters primarily reflects loan sales, slower loan growth based on overall market conditions and the impact of loan amortization and payoffs.

Deposits totaled $2.69 billion as of December 31, 2024, a decline of $308.0 million, or 10.3%, from September 30, 2024 and $207.9 million, or 7.2%, from December 31, 2023. NIB deposits totaled $941.0 million as of December 31, 2024, a decline of $48.2 million, or 4.9%, from September 30, 2024 and $256.3 million, or 21.4%, from December 31, 2023. The decline in deposit balances relative to the prior quarters primarily reflects the utilization of off-balance sheet deposit networks to generate fee income, enhance capital efficiency and manage liquidity and concentration risk. Relative to the prior year period, the decline in deposit balances also reflects the exit of digital asset program accounts.

In January 2025, the Bank sold its interest in Trabian Technology, Inc (“Trabian”). As a result, the related assets and liabilities of Trabian are shown as held-for-sale on the condensed consolidated balance sheet.

CAPITAL

The Community Bank Leverage Ratio was 11.2% as of December 31, 2024, compared to 10.9% as of September 30, 2024 and 10.5% as of December 31, 2023. MVB’s Tier 1 Risk-Based Capital Ratio was 15.1% as of December 31, 2024, compared to 14.9% as of September 30, 2024 and 14.4% as of December 31, 2023. The Bank’s Total Risk-Based Capital Ratio was 15.8% as of December 31, 2024, compared to 15.7% as of September 30, 2024 and 15.1% as of December 31, 2023.

The Company issued a quarterly cash dividend of $0.17 per share for the quarter ended December 31, 2024, consistent with the quarters ended September 30, 2024 and December 31, 2023.

ASSET QUALITY

Nonperforming loans totaled $24.6 million, or 1.2% of total loans, as of the fourth quarter of 2024, as compared to $28.6 million, or 1.3% of total loans as of the third quarter of 2024 and $8.3 million, or 0.4% of total loans as of the fourth quarter of 2023. The increase in nonperforming loans reflects the addition of a multifamily commercial construction loan with an outstanding balance of $13.5 million during the year. Criticized loans were $130.5 million, or 6.2% of total loans, as compared to $124.2 million, or 5.7% of total loans, as of the third quarter of 2024 and $122.4 million, or 5.3% of total loans, as of the fourth quarter of 2023.

Net charge-offs were $1.5 million, or 0.3% of total loans, for the fourth quarter of 2024, compared to $0.7 million, or 0.1% of total loans, for the third quarter of 2024 and $0.5 million, or 0.1% of total loans for the fourth quarter of 2023.

The provision for credit losses totaled $0.3 million for the quarter ended December 31, 2024, compared to $1.0 million for the quarter ended September 30, 2024 and a release of allowance of $2.1 million for the quarter ended December 31, 2023. The lower provision for credit losses for the quarter ended December 31, 2024 compared to September 30, 2024 reflected lower loan balances. The allowance for credit losses was 0.9% of total loans at December 31, 2024, as compared to 1.0% as of September 30, 2024 and 1.0% as of December 31, 2023.

About MVB Financial Corp.

MVB Financial, the holding company of MVB Bank, is publicly traded on The Nasdaq Capital Market® (“Nasdaq”) under the ticker “MVBF.”

MVB is a financial holding company headquartered in Fairmont, West Virginia. Through its subsidiary, MVB Bank, and MVB Bank’s subsidiaries, MVB Financial provides financial services to individuals and corporate clients in the Mid-Atlantic region and beyond.

Nasdaq is a leading global provider of trading, clearing, exchange technology, listing, information and public company services.

For more information about MVB, please visit ir.mvbbanking.com.

Forward-looking Statements

MVB Financial has made 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, in this press release that are intended to be covered by the protections provided under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations about the future and are subject to risks and uncertainties. Forward-looking statements include, without limitation, information concerning possible or assumed future results of operations of the Company and its subsidiaries. Forward-looking statements can be identified by the use of words such as “may,” “could,” “should,” “would,” “will,” “plans,” “believes,” “estimates,” “expects,” “anticipates,” “intends,” “continues” or the negative of those terms or similar expressions. Note that many factors could affect the future financial results of the Company and its subsidiaries, both individually and collectively, and could cause those results to differ materially from those expressed in forward-looking statements. Therefore, undue reliance should not be placed upon any forward-looking statements. Those factors include but are not limited to: market, economic, operational, liquidity and credit risk; changes in market interest rates; impacts related to or resulting from recent turmoil in the banking industry; inability to successfully execute business plans, including strategies related to investments in Fintech companies; competition; unforeseen events, such as pandemics or natural disasters, and any governmental or societal responses thereto; changes in economic, business and political conditions; changes in demand for loan products and deposit flow; changes in deposit classifications; operational risks and risk management failures; and government regulation and supervision. Additional factors that may cause actual results to differ materially from those described in the forward-looking statements can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as well as its other filings with the Securities and Exchange Commission (“SEC”), which are available on the SEC’s website at www.sec.gov. Except as required by law, the Company disclaims any obligation to update, revise or correct any forward-looking statements.

Accounting standards require the consideration of subsequent events occurring after the balance sheet date for

matters that require adjustment to, or disclosure in, the consolidated financial statements. The review period for subsequent events extends up to and including the filing date of a public company’s financial statements when filed with the SEC. Accordingly, the consolidated financial information in this announcement is subject to change.

Questions or comments concerning this earnings release should be directed to:

MVB Financial Corp.

Donald T. Robinson, President and Chief Financial Officer

(304) 598-3500

drobinson@mvbbanking.com

Amy Baker, VP, Corporate Communications and Marketing

(844) 682-2265

abaker@mvbbanking.com

Non-U.S. GAAP Financial Measures

This document contains supplemental financial information determined by methods other than in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Management uses these non-U.S. GAAP measures in its analysis of the Company’s performance. These measures should not be considered a substitute for U.S. GAAP basis measures nor should they be viewed as a substitute for operating results determined in accordance with U.S. GAAP. Management believes the presentation of non-U.S. GAAP financial measures that exclude the impact of specified items provide useful supplemental information that is essential to a proper understanding of the Company’s financial condition and results. Non-U.S. GAAP measures are not formally defined under U.S. GAAP, and other entities may use calculation methods that differ from those used by us. As a complement to U.S. GAAP financial measures, our management believes these non-U.S. GAAP financial measures assist investors in comparing the financial condition and results of operations of financial institutions due to the industry prevalence of such non-U.S. GAAP measures. See the tables below for a reconciliation of these non-U.S. GAAP measures to the most directly comparable U.S. GAAP financial measures.

MVB Financial Corp.

Financial Highlights

Consolidated Statements of Income

(Unaudited) (Dollars in thousands, except per share data)

Quarterly Year-to-Date
2024 2024 2023 2024 2023
Fourth Quarter Third Quarter Fourth Quarter
Interest income $ 43,058 $ 46,627 $ 49,699 $ 185,842 $ 189,818
Interest expense 18,154 20,042 18,592 76,644 66,535
Net interest income 24,904 26,585 31,107 109,198 123,283
Provision (release of allowance) for credit losses 331 959 (2,103) 3,541 (1,921)
Net interest income after provision (release of allowance) for credit losses 24,573 25,626 33,210 105,657 125,204
Total noninterest income 21,280 6,657 4,438 42,913 19,715
Noninterest expense:
Salaries and employee benefits 18,795 16,722 14,863 67,955 63,371
Other expense 14,825 12,763 13,438 54,271 54,254
Total noninterest expenses 33,620 29,485 28,301 122,226 117,625
Income before income taxes 12,233 2,798 9,347 26,344 27,294
Income taxes 2,795 642 1,431 6,099 5,070
Net income from continuing operations before noncontrolling interest 9,438 2,156 7,916 20,245 22,224
Income from discontinued operations before income taxes 11,831
Income taxes - discontinued operations 3,049
Net income from discontinued operations 8,782
Net income, before noncontrolling interest 9,438 2,156 7,916 20,245 31,006
Net (income) loss attributable to noncontrolling interest 2 (76) (5) (154) 226
Net income available to common shareholders $ 9,440 $ 2,080 $ 7,911 $ 20,091 $ 31,232
Earnings per share from continuing operations - basic $ 0.73 $ 0.16 $ 0.62 $ 1.56 $ 1.77
Earnings per share from discontinued operations - basic $ $ $ $ $ 0.69
Earnings per share - basic $ 0.73 $ 0.16 $ 0.62 $ 1.56 $ 2.46
Earnings per share from continuing operations - diluted $ 0.72 $ 0.16 $ 0.61 $ 1.53 $ 1.72
Earnings per share from discontinued operations - diluted $ $ $ $ $ 0.68
Earnings per share - diluted $ 0.72 $ 0.16 $ 0.61 $ 1.53 $ 2.40

Noninterest Income

(Unaudited) (Dollars in thousands)

Quarterly Year-to-Date
2024 2024 2023 2024 2023
Fourth Quarter Third Quarter Fourth Quarter
Card acquiring income $ 489 $ 336 $ 1,348 $ 1,413 $ 3,603
Service charges on deposits 859 1,088 174 4,573 2,850
Interchange income 2,470 2,428 2,289 10,314 7,323
Total payment card and service charge income 3,818 3,852 3,811 16,300 13,776
Equity method investments income (loss) 1,319 746 (2,429) 1,421 (2,499)
Compliance and consulting income 1,110 1,291 986 4,675 4,312
Gain (loss) on sale of loans 1,012 26 271 1,038 (744)
Investment portfolio gains (losses) 721 498 75 1,945 (1,659)
Loss on acquisition and divestiture activity (986)
Gain (loss) on sale of assets 11,771 (2) 11,703
Other noninterest income 1,529 246 1,724 5,831 7,515
Total noninterest income $ 21,280 $ 6,657 $ 4,438 $ 42,913 $ 19,715

Condensed Consolidated Balance Sheets

(Unaudited) (Dollars in thousands)

December 31, 2024 September 30, 2024 December 31, 2023
Cash and cash equivalents $ 317,913 $ 610,911 $ 398,229
Securities available-for-sale, at fair value 411,640 374,828 345,275
Equity securities 42,583 41,760 41,086
Loans held-for-sale 629
Loans receivable 2,100,131 2,171,272 2,317,594
Less: Allowance for credit losses (19,663) (21,499) (22,124)
Loans receivable, net 2,080,468 2,149,773 2,295,470
Premises and equipment, net 12,475 18,838 20,928
Assets held-for-sale 2,278
Other assets 261,347 222,646 212,265
Total assets $ 3,128,704 $ 3,418,756 $ 3,313,882
Noninterest-bearing deposits $ 940,994 $ 989,144 $ 1,197,272
Interest-bearing deposits 1,752,621 2,012,504 1,704,204
Senior term loan 6,786
Subordinated debt 73,787 73,725 73,540
Liabilities held-for-sale 720
Other liabilities 54,791 40,183 42,738
Stockholders' equity 305,791 303,200 289,342
Total liabilities and stockholders' equity $ 3,128,704 $ 3,418,756 $ 3,313,882

Average Balances and Interest Rates

(Unaudited) (Dollars in thousands)

Three Months Ended Three Months Ended Three Months Ended
December 31, 2024 September 30, 2024 December 31, 2023
Average<br>Balance Interest<br>Income/<br>Expense Yield/<br>Cost Average<br>Balance Interest<br>Income/<br>Expense Yield/<br>Cost Average<br>Balance Interest<br>Income/<br>Expense Yield/<br>Cost
Assets
Interest-bearing balances with banks $ 358,699 $ 4,191 4.65 % $ 400,330 $ 5,218 5.19 % $ 442,521 $ 5,944 5.33 %
Investment securities:
Taxable 290,468 2,199 3.01 258,151 1,846 2.84 222,303 1,444 2.58
Tax-exempt 1 105,190 851 3.22 104,769 867 3.29 98,464 876 3.53
Loans and loans held-for-sale: 2
Commercial 3 1,504,730 28,727 7.59 1,553,666 31,136 7.97 1,635,510 33,665 8.17
Tax-exempt 1 2,939 32 4.33 3,129 34 4.32 3,492 38 4.32
Real estate 560,790 6,025 4.27 558,691 6,446 4.59 576,580 6,421 4.42
Consumer 64,700 1,219 7.50 68,337 1,269 7.39 76,088 1,503 7.84
Total loans 2,133,159 36,003 6.71 2,183,823 38,885 7.08 2,291,670 41,627 7.21
Total earning assets 2,887,516 43,244 5.96 2,947,073 46,816 6.32 3,054,958 49,891 6.48
Less: Allowance for credit losses (21,542) (22,043) (24,079)
Cash and due from banks 6,407 4,638 5,771
Other assets 284,294 284,640 292,574
Total assets $ 3,156,675 $ 3,214,308 $ 3,329,224
Liabilities
Deposits:
NOW $ 529,505 $ 4,092 3.07 % $ 534,494 $ 4,422 3.29 % $ 637,144 $ 5,386 3.35 %
Money market checking 344,546 2,296 2.65 434,174 3,378 3.10 650,925 3,691 2.25
Savings 68,875 288 1.66 116,861 883 3.01 70,146 442 2.50
IRAs 8,085 92 4.53 8,164 91 4.43 7,296 66 3.59
CDs 834,668 10,561 5.03 800,986 10,440 5.19 590,517 8,014 5.38
Repurchase agreements and federal funds sold 3,904 21 2.14 3,589 19 2.11 4,736
FHLB and other borrowings 11 44 11
Senior term loan3 8,183 183 8.87
Subordinated debt 73,765 804 4.34 73,702 809 4.37 73,510 810 4.37
Total interest-bearing liabilities 1,863,359 18,154 3.88 1,972,014 20,042 4.04 2,042,468 18,592 3.61
Noninterest-bearing demand deposits 961,142 910,787 975,122
Other liabilities 35,055 37,591 39,410
Total liabilities 2,859,556 2,920,392 3,057,000
Stockholders’ equity
Common stock 13,785 13,776 13,588
Paid-in capital 163,986 163,189 160,106
Treasury stock (16,741) (16,741) (16,741)
Retained earnings 161,382 160,694 156,004
Accumulated other comprehensive loss (25,416) (27,069) (40,688)
Total stockholders’ equity attributable to parent 296,996 293,849 272,269
Noncontrolling interest 123 67 (45)
Total stockholders’ equity 297,119 293,916 272,224
Total liabilities and stockholders’ equity $ 3,156,675 $ 3,214,308 $ 3,329,224
Net interest spread (tax-equivalent) 2.08 % 2.28 % 2.87 %
Net interest income and margin (tax-equivalent) 1 $ 25,090 3.46 % $ 26,774 3.61 % $ 31,299 4.06 %
Less: Tax-equivalent adjustments $ (186) $ (189) $ (193)
Net interest spread 2.05 % 2.25 % 2.84 %
Net interest income and margin $ 24,904 3.43 % $ 26,585 3.59 % $ 31,107 4.04 %

1 In order to make pre-tax income and resultant yields on tax-exempt loans and investment securities comparable to those on taxable loans and investment securities, a tax-equivalent adjustment has been computed using a Federal tax rate of 21% for the periods presented, which is a non-GAAP financial measure. See the reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure included in the tables on page 13.

2 Non-accrual loans are included in total loan balances, lowering the effective yield for the portfolio in the aggregate.

3 The senior term loan was paid off in May 2024, and the unamortized debt issuance costs were recorded as interest expense upon the repayment.

Twelve Months Ended Twelve Months Ended
December 31, 2024 December 31, 2023
Average<br>Balance Interest<br>Income/<br>Expense Yield/<br>Cost Average<br>Balance Interest<br>Income/<br>Expense Yield/<br>Cost
Assets
Interest-bearing balances with banks $ 422,165 $ 21,814 5.17 % $ 414,466 $ 21,043 5.08 %
Investment securities:
Taxable 261,986 7,693 2.94 221,395 5,576 2.52
Tax-exempt 1 104,765 3,287 3.14 116,680 4,347 3.73
Loans and loans held-for-sale: 2
Commercial 1,570,284 122,839 7.82 1,621,299 124,078 7.65
Tax-exempt 1 3,175 139 4.38 3,732 163 4.37
Real estate 564,633 25,474 4.51 591,157 24,764 4.19
Consumer 70,943 5,314 7.49 108,988 10,793 9.90
Total loans 2,209,035 153,766 6.96 2,325,176 159,798 6.87
Total earning assets 2,997,951 186,560 6.22 3,077,717 190,764 6.20
Less: Allowance for loan losses (22,108) (29,746)
Cash and due from banks 5,246 6,659
Other assets 302,304 302,036
Total assets $ 3,283,393 $ 3,356,666
Liabilities
Deposits:
NOW $ 521,337 $ 17,587 3.37 % $ 697,266 $ 19,851 2.85 %
Money market checking 396,881 12,770 3.22 504,730 10,352 2.05
Savings 115,270 3,756 3.26 76,908 1,871 2.43
IRAs 7,990 338 4.23 6,662 194 2.91
CDs 760,714 38,654 5.08 576,726 29,392 5.10
Repurchase agreements and federal funds sold 3,477 44 1.27 5,662 1 0.02
FHLB and other borrowings 25 2 6.46 17,542 889 5.07
Senior term loan3 2,355 264 11.21 9,007 766 8.50
Subordinated debt 73,667 3,229 4.38 73,415 3,219 4.38
Total interest-bearing liabilities 1,881,716 76,644 4.07 1,967,918 66,535 3.38
Noninterest-bearing demand deposits 1,071,900 1,074,292
Other liabilities 37,683 40,435
Total liabilities 2,991,299 3,082,645
Stockholders’ equity
Common stock 13,738 13,541
Paid-in capital 162,811 159,523
Treasury stock (16,741) (16,741)
Retained earnings 161,181 154,041
Accumulated other comprehensive loss (28,821) (36,419)
Total stockholders’ equity attributable to parent 292,168 273,945
Noncontrolling interest (74) 76
Total stockholders’ equity 292,094 274,021
Total liabilities and stockholders’ equity $ 3,283,393 $ 3,356,666
Net interest spread (tax-equivalent) 2.15 % 2.82 %
Net interest income and margin (tax-equivalent) 1 $ 109,916 3.67 % $ 124,229 4.04 %
Less: Tax-equivalent adjustments $ (718) $ (946)
Net interest spread 2.13 % 2.79 %
Net interest income and margin $ 109,198 3.64 % $ 123,283 4.01 %

1 In order to make pre-tax income and resultant yields on tax-exempt loans and investment securities comparable to those on taxable loans and investment securities, a tax-equivalent adjustment has been computed using a Federal tax rate of 21% for the periods presented, which is a non-GAAP financial measure. See the reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure included in the tables on page 13.

2 Non-accrual loans are included in total loan balances, lowering the effective yield for the portfolio in the aggregate.

3 The senior term loan was paid off in May 2024, and the unamortized debt issuance costs were recorded as interest expense upon the repayment.

Selected Financial Data

(Unaudited) (Dollars in thousands, except per share data)

Quarterly Year-to-Date
2024 2024 2023 2024 2023
Fourth Quarter Third Quarter Fourth Quarter
Earnings and Per Share Data:
Net income $ 9,440 $ 2,080 $ 7,911 20,091 31,232
Earnings per share from continuing operations - basic $ 0.73 $ 0.16 $ 0.62 $ 1.56 $ 1.77
Earnings per share from discontinued operations - basic $ $ $ $ $ 0.69
Earnings per share - basic $ 0.73 $ 0.16 $ 0.62 $ 1.56 $ 2.46
Earnings per share from continuing operations - diluted $ 0.72 $ 0.16 $ 0.61 $ 1.53 $ 1.72
Earnings per share from discontinued operations - diluted $ $ $ $ $ 0.68
Earnings per share - diluted $ 0.72 $ 0.16 $ 0.61 $ 1.53 $ 2.40
Cash dividends paid per common share $ 0.17 $ 0.17 $ 0.17 $ 0.68 $ 0.68
Book value per common share $ 23.61 $ 23.44 $ 22.68 $ 23.61 $ 22.68
Tangible book value per common share 1 $ 23.37 $ 23.20 $ 22.43 $ 23.37 $ 22.43
Weighted-average shares outstanding - basic 12,937,364 12,927,962 12,740,193 12,890,161 12,694,206
Weighted-average shares outstanding - diluted 13,195,215 13,169,011 13,024,562 13,136,758 12,997,332
Performance Ratios:
Return on average assets 2 1.2 % 0.3 % 1.0 % 0.6 % 0.9 %
Return on average equity 2 12.7 % 2.8 % 11.6 % 6.9 % 11.4 %
Net interest margin 3 4 3.46 % 3.61 % 4.06 % 3.67 % 4.04 %
Efficiency ratio 5 6 72.8 % 88.7 % 79.6 % 80.4 % 82.3 %
Overhead ratio 2 7 4.3 % 3.7 % 3.4 % 3.7 % 3.5 %
Equity to assets 9.8 % 8.9 % 8.7 % 9.8 % 8.7 %
Asset Quality Data and Ratios:
Charge-offs $ 2,677 $ 1,392 $ 1,868 $ 7,757 $ 18,479
Recoveries $ 1,153 $ 681 $ 1,343 $ 3,357 $ 9,185
Net loan charge-offs to total loans 2 8 0.3 % 0.1 % 0.1 % 0.2 % 0.4 %
Allowance for credit losses $ 19,663 $ 21,499 $ 22,124 $ 19,663 $ 22,124
Allowance for credit losses to total loans 9 0.94 % 0.99 % 0.95 % 0.94 % 0.95 %
Nonperforming loans $ 24,607 $ 28,556 $ 8,267 $ 24,607 $ 8,267
Nonperforming loans to total loans 1.2 % 1.3 % 0.4 % 1.2 % 0.4 %
Mortgage Company Equity Method Investees Production Data10:
Mortgage pipeline $ 1,025,742 $ 1,048,865 $ 706,873 $ 1,025,742 $ 706,873
Loans originated $ 1,325,698 $ 1,469,223 $ 1,020,128 $ 5,228,415 $ 4,319,382
Loans closed $ 947,004 $ 937,333 $ 724,453 $ 3,366,493 $ 3,007,221
Loans sold $ 777,821 $ 655,668 $ 639,788 $ 2,988,639 $ 2,466,807

1 Common equity less total goodwill and intangibles per common share, a non-U.S. GAAP measure. See the reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure included in the tables on page 13.

2 Annualized for the quarterly periods presented.

3 Net interest income as a percentage of average interest-earning assets.

4 Presented on a fully tax-equivalent basis, a non-GAAP financial measure.

5 Noninterest expense as a percentage of net interest income and noninterest income, a non-U.S. GAAP measure.

6 Includes net income from discontinued operations.

7 Noninterest expense as a percentage of average assets, a non-U.S. GAAP measure.

8 Charge-offs, less recoveries.

9 Excludes loans held for sale.

10 Information is related to Intercoastal Mortgage Company, LLC and Warp Speed Holdings LLC, entities in which MVB has an ownership interest that are accounted for as equity method investments.

Non-GAAP Reconciliation: Net Interest Margin on a Full Tax-Equivalent Basis

The following table reconciles, for the periods shown below, net interest margin on a fully tax-equivalent basis:

Three Months Ended Twelve Months Ended
(Dollars in thousands) December 31, 2024 September 30, 2024 December 31, 2023 December 31, 2024 December 31, 2023
Net interest margin - U.S. GAAP basis
Net interest income $ 24,904 $ 26,585 $ 31,107 $ 109,198 $ 123,283
Average interest-earning assets 2,887,516 2,947,073 3,054,958 2,997,951 3,077,717
Net interest margin 3.43 % 3.59 % 4.04 % 3.64 % 4.01 %
Net interest margin - non-U.S. GAAP basis
Net interest income $ 24,904 $ 26,585 $ 31,107 $ 109,198 $ 123,283
Impact of fully tax-equivalent adjustment 186 189 193 718 946
Net interest income on a fully tax-equivalent basis $ 25,090 $ 26,774 $ 31,299 $ 109,916 $ 124,229
Average interest-earning assets 2,887,516 2,947,073 3,054,958 2,997,951 3,077,717
Net interest margin on a fully tax-equivalent basis 3.46 % 3.61 % 4.06 % 3.67 % 4.04 %

Non-U.S. GAAP Reconciliation: Tangible Book Value per Common Share and Tangible Common Equity Ratio

(Unaudited) (Dollars in thousands, except per share data)

December 31, 2024 September 30, 2024 December 31, 2023
Tangible Book Value per Common Share
Goodwill $ 2,838 $ 2,838 $ 2,838
Intangibles 262 285 352
Total intangibles $ 3,100 $ 3,123 $ 3,190
Total equity attributable to parent $ 305,679 $ 303,086 $ 289,384
Less: Total intangibles (3,100) (3,123) (3,190)
Tangible common equity $ 302,579 $ 299,963 $ 286,194
Tangible common equity $ 302,579 $ 299,963 $ 286,194
Common shares outstanding (000s) 12,945 12,928 12,758
Tangible book value per common share $ 23.37 $ 23.20 $ 22.43
Tangible Common Equity Ratio
Total assets $ 3,128,704 $ 3,418,756 $ 3,313,882
Less: Total intangibles (3,100) (3,123) (3,190)
Tangible assets $ 3,125,604 $ 3,415,633 $ 3,310,692
Tangible assets $ 3,125,604 $ 3,415,633 $ 3,310,692
Tangible common equity $ 302,579 $ 299,963 $ 286,194
Tangible common equity ratio 9.7 % 8.8 % 8.6 %

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