8-K

MVB FINANCIAL CORP (MVBF)

8-K 2024-02-14 For: 2024-02-14
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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 14, 2024
MVB Financial Corp.
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(Exact name of registrant as specified in its charter)
West Virginia 001-38314 20-0034461
--- --- ---
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
301 Virginia Avenue, Fairmont, WV 26554-2777
--- ---
(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 14, 2024, MVB Financial Corp. (NASDAQ: MVBF) issued a press release announcing its financial results for the quarter ended December 31, 2023. 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 14, 2024

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 14, 2024

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 2023 Results

(FAIRMONT, WV) February 14, 2024 – 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, 2023, with reported net income of $7.9 million, or $0.62 basic and $0.61 diluted earnings per share for the three months ended December 31, 2023.

Fourth Quarter 2023 Highlights As Compared to Third Quarter 2023

Net interest income increased 4.2%, or $1.2 million.

Net interest margin improved by 17 bps to 4.04%.

Earnings per share up 106.7% to $0.62.

Loan growth of 2.1%; Balance sheet loan to deposit ratio of 79.9% from 74.7%.

Noninterest expense declined by 7.9%, or $2.4 million.

Book value per share and tangible book value per share, a non-GAAP financial measure, increased 6.3% and 6.4% to $22.68 and $22.43, respectively.

Asset quality measures improved; Capital strength further enhanced.

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

“MVB closed a challenging year for the banking industry with strong fourth quarter results. Loans and investment securities continued to reprice higher, excess liquidity was redeployed as the pace of loan growth picked up and funding costs stabilized, driving significant improvement in net interest margin and net interest income. At the same time, expenses were well-controlled, Fintech-related fee income growth accelerated and measures of safety, soundness, foundational strength and shareholder value were improved and further enhanced. Team MVB’s resilience and adaptability enabled us to navigate the disruptive industry events last year, and now leave us well-positioned to drive further improvement in earnings and profitability as market conditions begin to turn favorably.”

FOURTH QUARTER 2023 HIGHLIGHTS

•Loan growth and net interest margin expansion powered net interest income growth.

•Net interest income on a fully tax-equivalent basis, a non-GAAP financial measure, increased 4.0%, or $1.2 million, to $31.3 million relative to the prior quarter, primarily reflecting net interest margin expansion and higher average loan balances, partially offset by lower interest-bearing balances with banks.

•Net interest margin on a fully tax-equivalent basis, a non-GAAP financial measure, was 4.06%, up 16 basis points from the prior quarter, primarily reflecting higher earning asset yields, a favorable shift in the mix of earning assets and deposit funding and relatively stable funding costs. Total cost of funds was 2.44%, compared to 2.43% for the prior quarter.

•Average earning asset balances decreased 0.3% during the fourth quarter of 2023, primarily reflecting lower interest-bearing balances with banks, primarily offset by higher average loan and investment securities balances. Average total loan balances increased 1.1%, largely driven by higher commercial loans.

•Deposit balances declined as funding mix optimization continued.

•Total deposits declined 4.5%, or $137.4 million, to $2.9 billion, compared to the prior quarter-end, primarily reflecting lower certificate of deposit (“CD”) balances, which includes a 10.5%, or $45.8 million, decline in brokered deposits, as the Company looks to reduce higher-cost funding that had been added in response to 2023 industry events.

•Total off-balance sheet deposits remained consistent at $1.09 billion as compared to $1.11 billion at the prior quarter-end. Off-balance sheet deposit networks are utilized to generate fee income, enhance capital efficiency and manage liquidity and concentration risk.

•Noninterest bearing (“NIB”) deposit balances increased 9.4%, or $103.4 million, to $1.20 billion, as compared to the prior quarter-end, primarily reflecting gaming and seasonal considerations. NIB deposits represented 41.3% of total deposits, as compared to 36.0% of total deposits at the prior quarter-end.

•Balance sheet loan to deposit ratio was 79.9% as of December 31, 2023, compared to 74.7% as of September 30, 2023.

•Asset quality measures improved; Capital strength and shareholder value further enhanced.

•Nonperforming loans declined $2.3 million, or 22.0%, to $8.3 million, or 0.4% of total loans, from $10.6 million, or 0.5% of total loans, at the prior quarter-end. Criticized loans as a percentage of total loans were 5.3%, as compared to 6.1% at the prior quarter-end. Net charge-offs were $0.5 million, or 0.1% of total loans on an annualized basis, for the fourth quarter of 2023, compared to $5.9 million, or 1.0%, for the prior quarter.

•The release of allowance for credit losses totaled $2.1 million, primarily reflecting the general improvement in credit indicators and the continued changes in loan portfolio composition. The allowance for credit losses was 1.0% of total loans, as compared to 1.1% as of the prior quarter-end.

•The Community Bank Leverage Ratio, Tier 1 Risk-Based Capital Ratio and MVB Bank’s Total Risk-Based Capital Ratio were 10.5%, 14.4%, and 15.1%, respectively, compared to 10.4%, 14.0%, and 14.8%, respectively, at the prior quarter-end.

•The tangible common equity to tangible assets ratio was 8.6%, compared to 7.8% at the prior quarter-end. Tangible book value per share, a non-U.S. GAAP measure, increased 6.4% to $22.43, relative to the prior quarter-end.

•Expenses declined on lower personnel costs; Fee income down on mortgage loss; Fintech-related fee income increased.

•Noninterest expense declined 7.9% to $28.3 million relative to the prior quarter, primarily reflecting lower salaries and employee benefits costs and other operating expense. Professional fees remained elevated due to actions taken to enhance regulatory and compliance infrastructure.

•Total noninterest income declined 23.4% to $4.4 million relative to the prior quarter, primarily reflecting increased equity method investment losses, partially offset by higher payment card and service charge income, which primarily relates to the Company’s Fintech-related fee income initiatives.

INCOME STATEMENT

Net interest income on a tax-equivalent basis totaled $31.3 million for the fourth quarter of 2023, an increase of $1.2 million, or 4.0%, from the third quarter of 2023 and a decline of $2.4 million, or 7.2%, from the fourth quarter of 2022. The increase in net interest income compared to the third quarter of 2023 reflected a higher net interest margin, partially offset by a slight decline in total average earning asset balances. The decline compared to the fourth quarter of 2022 reflected higher funding costs, partially offset by higher average earning asset balances.

Interest income increased $1.4 million, or 2.8%, from the third quarter of 2023 and increased $9.0 million, or 22.1%, compared to the fourth quarter of 2022. The tax-equivalent yield on loans was 7.2% for the fourth quarter of 2023, compared to 7.0% for the third quarter of 2023 and 6.1% for the fourth quarter of 2022. Higher loan yields generally reflected the cumulative impact of loans booked at higher yields than the prevailing portfolio yield in prior periods and the repricing of variable rate loans.

Interest expense increased $0.1 million, or 0.7%, compared to the third quarter of 2023 and $11.3 million, or 156.3%, compared to the fourth quarter of 2022. The cost of funds was 2.44% for the fourth quarter of 2023, consistent with the third quarter of 2023 and up 144 basis points compared to the fourth quarter of 2022. The increase in cost of funds compared to the prior year reflected higher funding costs across the board and a shift in the mix of deposit funding toward higher cost deposit products.

On a fully tax-equivalent basis, net interest margin for the fourth quarter of 2023 was 4.06%, an increase of 16 basis points from the third quarter of 2023 and a decrease of 51 basis points from the fourth quarter of 2022. 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. The increase in net interest margin from the third quarter of 2023 primarily reflected higher loan and investment portfolio yields, a favorable shift in the mix of earning assets and deposit funding and stable funding costs. Contraction in the net interest margin from the fourth quarter of 2022 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 $4.4 million for the fourth quarter of 2023, a decrease of $1.4 million, or 23.4%, from the third quarter of 2023 and an increase of $1.0 million, or 29.2%, from the fourth quarter of 2022. The decrease compared to the third quarter of 2023 was primarily driven by an increase of $1.7 million in equity method investment losses from our mortgage companies and a $0.7 million loss on derivatives during the the fourth quarter of 2023 without a comparable loss in the prior quarter, partially offset by a $1.0 million increase in payment card and service charge income. The increase in noninterest income from the fourth quarter of 2022 was primarily driven by increases of $2.4 million in gain on sale of loans, $2.1 million in payment card and service charge income, $1.5 million in holding gains on equity securities and $0.7 million in other operating income. The increases were partially offset by a $3.6 million gain on sale of assets in the fourth quarter of 2022 without a comparable gain in the current quarter, an increase of $1.1 million in equity method investment losses from our mortgage companies and a $0.7 million loss on derivatives in the fourth quarter of 2023 without a comparable loss in the prior year.

Noninterest expense totaled $28.3 million for the fourth quarter of 2023, a decrease of $2.4 million, or 7.9%, from the third quarter of 2023 and an increase of $1.6 million, or 5.8%, from the fourth quarter of 2022. The decrease from the third quarter of 2023 was driven by declines of $1.2 million in salaries and employee benefits, $0.8 million in other operating expense and $0.4 million in insurance, tax and assessment expense. The increase from the fourth quarter of 2022 primarily reflected higher professional fees of $1.8 million and higher salaries and employee benefits of $0.5 million, partially offset by a decline in other operating expense of $0.7 million.

BALANCE SHEET

Loans totaled $2.32 billion at December 31, 2023, an increase of $47.2 million, or 2.1%, and a decrease of $55.1 million, or 2.3%, as compared to September 30, 2023 and December 31, 2022, respectively. Loan growth compared to September 30, 2023 was driven primarily by higher commercial loan balances. The decrease in loan balances compared to December 31, 2022 primarily reflected deliberate efforts to improve balance sheet liquidity, lower market demand and the sale of $44.4 million of subprime automobile loans during 2023. Loans held-for-sale, which represent MVB Bank’s government guaranteed lending, were $0.6 million as of December 31, 2023, compared to $7.6 million at September 30, 2023 and $23.1 million at December 31, 2022. The decline in loans held-for-sale from the prior periods was driven by loan sales and amortization of the portfolio, as government guaranteed lending is no longer a growth vehicle.

Deposits totaled $2.90 billion as of December 31, 2023, a decrease of $137.4 million, or 4.5%, from September 30, 2023 and an increase of $331.0 million, or 12.9%, from December 31, 2022. NIB deposits totaled $1.20 billion as of December 31, 2023, an increase of $103.4 million, or 9.4%, and a decrease of $34.3 million, or 2.8%, from September 30, 2023 and December 31, 2022, respectively. The decrease in total deposits compared to September 30, 2023 primarily reflected a decline in CDs and brokered deposits. The increase in total deposits relative to December 31, 2022 reflected higher CDs and brokered deposits, partially offset by a decrease in NIB deposits driven by the highly-competitive deposit environment, higher interest rates and the utilization of off-balance sheet deposit networks to generate fee income, enhance capital efficiency and manage liquidity and concentration risk.

CAPITAL

The Community Bank Leverage Ratio was 10.5% as of December 31, 2023, compared to 10.4% as of September 30, 2023 and 9.8% as of December 31, 2022. MVB’s Tier 1 Risk-Based Capital Ratio was 14.4% as of December 31, 2023, compared to 14.0% as of September 30, 2023 and 12.4% as of December 31, 2022. The Bank’s Total Risk-Based Capital Ratio was 15.1% as of December 31, 2023, compared to 14.8% as of

September 30, 2023 and 13.4% as of December 31, 2022.

The Company issued a quarterly cash dividend of $0.17 per share for the quarter ended December 31, 2023, consistent with the quarters ended September 30, 2023 and December 31, 2022.

ASSET QUALITY

Nonperforming loans totaled $8.3 million, or 0.4% of total loans, for the fourth quarter of 2023, as compared to $10.6 million, or 0.5% of total loans for the third quarter of 2023 and $11.2 million, or 0.5% of total loans for the fourth quarter of 2022. Criticized loans were $122.4 million, or 5.3% of total loans, as compared to $137.5 million, or 6.1% of total loans, for the third quarter of 2023 and $71.2 million, or 3.0% of total loans, for the fourth quarter of 2022.

Net charge-offs on an annualized basis were $0.5 million, or 0.1% of total loans, for the fourth quarter of 2023, compared to $5.9 million, or 1.0% of total loans, for the third quarter of 2023 and $5.4 million, or 0.9% of total loans for the fourth quarter of 2022.

The release of allowance for credit losses totaled $2.1 million for the quarter ended December 31, 2023, compared to a release of $0.2 million for the quarter ended September 30, 2023 and a provision of $2.7 million for the quarter ended December 31, 2022. The release of allowance for credit losses for the quarter ended December 31, 2023 was attributed to an improvement in asset quality and the reduction in criticized loans. The allowance for credit losses was 1.0% of total loans at December 31, 2023, as compared to 1.1% as of September 30, 2023 and 1.0% as of December 31, 2022.

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; 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
2023 2023 2022 2023 2022
Fourth Quarter Third Quarter Fourth Quarter
Interest income $ 49,699 $ 48,325 $ 40,702 $ 189,818 $ 125,957
Interest expense 18,592 18,460 7,253 66,535 14,154
Net interest income 31,107 29,865 33,449 123,283 111,803
Provision (release of allowance) for credit losses (2,103) (159) 2,694 (1,921) 14,194
Net interest income after provision (release of allowance) for credit losses 33,210 30,024 30,755 125,204 97,609
Total noninterest income 4,438 5,791 3,435 19,715 27,565
Noninterest expense:
Salaries and employee benefits 14,863 16,016 14,317 63,371 62,534
Other expense 13,438 14,709 12,424 54,254 47,612
Total noninterest expenses 28,301 30,725 26,741 117,625 110,146
Income before income taxes 9,347 5,090 7,449 27,294 15,028
Income taxes 1,431 1,218 1,731 5,070 3,294
Net income from continuing operations before noncontrolling interest 7,916 3,872 5,718 22,224 11,734
Income from discontinued operations before income taxes 888 11,831 3,487
Income taxes - discontinued operations 236 3,049 834
Net income from discontinued operations 652 8,782 2,653
Net (income) loss attributable to noncontrolling interest (5) (5) 139 226 660
Net income available to common shareholders $ 7,911 $ 3,867 $ 6,509 $ 31,232 $ 15,047
Earnings per share from continuing operations - basic $ 0.62 $ 0.30 $ 0.47 $ 1.77 $ 1.01
Earnings per share from discontinued operations - basic $ $ $ 0.05 $ 0.69 $ 0.22
Earnings per share - basic $ 0.62 $ 0.30 $ 0.52 $ 2.46 $ 1.23
Earnings per share from continuing operations - diluted $ 0.61 $ 0.29 $ 0.45 $ 1.72 $ 0.96
Earnings per share from discontinued operations - diluted $ $ $ 0.05 $ 0.68 $ 0.21
Earnings per share - diluted $ 0.61 $ 0.29 $ 0.50 $ 2.40 $ 1.17

Noninterest Income

(Unaudited) (Dollars in thousands)

Quarterly Year-to-Date
2023 2023 2022 2023 2022
Fourth Quarter Third Quarter Fourth Quarter
Card acquiring income $ 1,348 $ 845 $ 497 $ 3,603 $ 2,790
Service charges on deposits 174 490 684 2,850 3,418
Interchange income 2,289 1,517 497 7,323 5,440
Total payment card and service charge income 3,811 2,852 1,678 13,776 11,648
Equity method investments loss (2,429) (750) (1,379) (2,499) (713)
Compliance and consulting income 986 1,314 1,217 4,312 4,598
Gain (loss) on sale of loans 271 330 (2,131) (744) 1,655
Investment portfolio gains (losses) 75 244 (1,397) (1,659) 925
Loss on acquisition and divestiture activity (986)
Other noninterest income 1,724 1,801 5,447 7,515 9,452
Total noninterest income $ 4,438 $ 5,791 $ 3,435 $ 19,715 $ 27,565

Condensed Consolidated Balance Sheets

(Unaudited) (Dollars in thousands)

December 31, 2023 September 30, 2023 December 31, 2022
Cash and cash equivalents $ 398,229 $ 587,100 $ 40,280
Securities available-for-sale, at fair value 345,275 311,537 379,814
Equity securities 41,086 40,835 38,744
Loans held-for-sale 629 7,603 23,126
Loans receivable 2,317,594 2,270,433 2,372,645
Less: Allowance for credit losses (22,124) (24,276) (23,837)
Loans receivable, net 2,295,470 2,246,157 2,348,808
Premises and equipment, net 20,928 21,468 23,630
Assets from discontinued operations 4,315
Goodwill 2,838 2,838 2,838
Other assets 209,427 220,045 207,295
Total assets $ 3,313,882 $ 3,437,583 $ 3,068,850
Noninterest-bearing deposits $ 1,197,272 $ 1,093,903 $ 1,231,544
Interest-bearing deposits 1,704,204 1,944,986 1,338,938
FHLB and other borrowings 102,333
Senior term loan 6,786 8,473 9,765
Subordinated debt 73,540 73,478 73,286
Liabilities from discontinued operations 5,444
Other liabilities 42,738 45,374 46,149
Stockholders' equity 289,342 271,369 261,391
Total liabilities and stockholders' equity $ 3,313,882 $ 3,437,583 $ 3,068,850

Reportable Segments

(Unaudited)

Twelve Months Ended December 31, 2023 CoRe Banking Mortgage Banking Financial Holding Company Other Intercompany Eliminations Consolidated
(Dollars in thousands)
Interest income $ 189,498 $ 416 $ 41 $ $ (137) $ 189,818
Interest expense 62,507 3,985 180 (137) 66,535
Net interest income (expense) 126,991 416 (3,944) (180) 123,283
Release of allowance for credit losses (1,921) (1,921)
Net interest income (expense) after release of allowance for credit losses 128,912 416 (3,944) (180) 125,204
Noninterest income 17,286 (2,486) 10,453 9,138 (14,676) 19,715
Noninterest expenses:
Salaries and employee benefits 37,265 7 17,041 9,058 63,371
Other expense 53,221 65 8,233 7,411 (14,676) 54,254
Total noninterest expenses 90,486 72 25,274 16,469 (14,676) 117,625
Income (loss) before income taxes 55,712 (2,142) (18,765) (7,511) 27,294
Income taxes 12,342 (557) (4,923) (1,792) 5,070
Net income (loss) from continuing operations 43,370 (1,585) (13,842) (5,719) 22,224
Income from discontinued operations before income taxes 11,831 11,831
Income tax expense - discontinued operations 3,049 3,049
Net income from discontinued operations 8,782 8,782
Net income (loss) 43,370 (1,585) (13,842) 3,063 31,006
Net loss attributable to noncontrolling interest 226 226
Net income (loss) available to common shareholders $ 43,370 $ (1,585) $ (13,842) $ 3,289 $ $ 31,232
Twelve Months Ended December 31, 2022 CoRe Banking Mortgage Banking Financial Holding Company Other Intercompany Eliminations Consolidated
--- --- --- --- --- --- --- --- --- --- --- --- ---
(Dollars in thousands)
Interest income $ 125,426 $ 429 $ 146 $ $ (44) $ 125,957
Interest expense 10,920 3,234 44 (44) 14,154
Net interest income (expense) 114,506 429 (3,088) (44) 111,803
Provision for credit losses 14,194 14,194
Net interest income (expense) after provision for credit losses 100,312 429 (3,088) (44) 97,609
Noninterest income 22,673 37 10,576 6,120 (11,841) 27,565
Noninterest expenses:
Salaries and employee benefits 36,960 8 16,582 8,984 62,534
Other expenses 44,873 142 8,049 6,389 (11,841) 47,612
Total noninterest expenses 81,833 150 24,631 15,373 (11,841) 110,146
Income (loss) before income taxes 41,152 316 (17,143) (9,297) 15,028
Income taxes 8,882 77 (3,472) (2,193) 3,294
Net income (loss) from continuing operations 32,270 239 (13,671) (7,104) 11,734
Income from discontinued operations before income taxes 3,487 3,487
Income tax expense - discontinued operations 834 834
Net income from discontinued operations 2,653 2,653
Net income (loss) 32,270 239 (13,671) (4,451) 14,387
Net loss attributable to noncontrolling interest 660 660
Net income (loss) available to common shareholders $ 32,270 $ 239 $ (13,671) $ (3,791) $ $ 15,047

Average Balances and Interest Rates

(Unaudited) (Dollars in thousands)

Three Months Ended Three Months Ended Three Months Ended
December 31, 2023 September 30, 2023 December 31, 2022
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 $ 442,521 $ 5,944 5.33 % $ 483,158 $ 6,404 5.26 % $ 113,500 $ 982 3.43 %
Investment securities:
Taxable 222,303 1,444 2.58 206,340 1,056 2.03 233,839 1,114 1.89
Tax-exempt 1 98,464 876 3.53 107,490 1,016 3.75 136,313 1,343 3.91
Loans and loans held-for-sale: 2
Commercial 3 1,635,510 33,665 8.17 1,593,875 31,348 7.80 1,667,981 27,947 6.65
Tax-exempt 1 3,492 38 4.32 3,678 40 4.31 4,161 47 4.48
Real estate 576,580 6,421 4.42 573,579 6,351 4.39 631,450 6,000 3.77
Consumer 76,088 1,503 7.84 95,032 2,331 9.73 139,705 3,563 10.12
Total loans 2,291,670 41,627 7.21 2,266,164 40,070 7.02 2,443,297 37,557 6.10
Total earning assets 3,054,958 49,891 6.48 3,063,152 48,546 6.29 2,926,949 40,996 5.56
Less: Allowance for credit losses (24,079) (29,693) (27,530)
Cash and due from banks 5,771 6,686 5,643
Other assets 292,574 281,504 266,292
Total assets $ 3,329,224 $ 3,321,649 $ 3,171,354
Liabilities
Deposits:
NOW $ 637,144 $ 5,386 3.35 % $ 674,745 $ 4,970 2.92 % $ 791,227 $ 2,880 1.44 %
Money market checking 650,925 3,691 2.25 537,592 3,294 2.43 219,334 643 1.16
Savings 70,146 442 2.50 72,206 438 2.41 77,416 263 1.35
IRAs 7,296 66 3.59 6,788 56 3.27 6,053 20 1.31
CDs 590,517 8,014 5.38 664,281 8,702 5.20 314,723 2,380 3.00
Repurchase agreements and federal funds sold 4,736 4,911 9,958 1 0.04
FHLB and other borrowings 11 278 11,128 115 4.10
Senior term loan 8,183 183 8.87 8,751 191 8.66 9,235 163 7.00
Subordinated debt 73,510 810 4.37 73,446 809 4.37 73,254 787 4.26
Total interest-bearing liabilities 2,042,468 18,592 3.61 2,042,998 18,460 3.58 1,512,328 7,252 1.90
Noninterest-bearing demand deposits 975,122 975,164 1,377,880
Other liabilities 39,410 38,021 40,264
Total liabilities 3,057,000 3,056,183 2,930,472
Stockholders’ equity
Common stock 13,588 13,570 13,452
Paid-in capital 160,106 159,050 156,111
Treasury stock (16,741) (16,741) (16,741)
Retained earnings 156,004 146,504 129,454
Accumulated other comprehensive loss (40,688) (36,865) (41,793)
Total stockholders’ equity attributable to parent 272,269 265,518 240,483
Noncontrolling interest (45) (52) 399
Total stockholders’ equity 272,224 265,466 240,882
Total liabilities and stockholders’ equity $ 3,329,224 $ 3,321,649 $ 3,171,354
Net interest spread (tax-equivalent) 2.87 % 2.71 % 3.66 %
Net interest income and margin (tax-equivalent) 1 $ 31,299 4.06 % $ 30,086 3.90 % $ 33,744 4.57 %
Less: Tax-equivalent adjustments $ (193) $ (221) $ (295)
Net interest spread 2.84 % 2.68 % 3.62 %
Net interest income and margin $ 31,107 4.04 % $ 29,865 3.87 % $ 33,449 4.53 %

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 16.

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

3 MVB Bank’s PPP loans totaling $2.7 million, $3.0 million and $13.6 million are included in this amount for the three months ended December 31, 2023, September 30, 2023 and December 31, 2022, respectively.

Twelve Months Ended Twelve Months Ended
December 31, 2023 December 31, 2022
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 $ 414,466 $ 21,043 5.08 % $ 232,935 $ 1,613 0.69 %
CDs with banks 1,033 24 2.32
Investment securities:
Taxable 221,395 5,576 2.52 236,344 3,496 1.48
Tax-exempt 1 116,680 4,347 3.73 139,353 5,166 3.71
Loans and loans held-for-sale: 2
Commercial 3 1,621,299 124,078 7.65 1,594,069 87,845 5.51
Tax-exempt 1 3,732 163 4.37 4,661 203 4.36
Real estate 591,157 24,764 4.19 487,044 15,721 3.23
Consumer 108,988 10,793 9.90 103,345 13,017 12.60
Total loans 2,325,176 159,798 6.87 2,189,119 116,786 5.33
Total earning assets 3,077,717 190,764 6.20 2,798,784 127,085 4.54
Less: Allowance for loan losses (29,746) (22,248)
Cash and due from banks 6,659 5,670
Other assets 302,036 244,861
Total assets $ 3,356,666 $ 3,027,067
Liabilities
Deposits:
NOW $ 697,266 $ 19,851 2.85 % $ 707,282 $ 4,724 0.67 %
Money market checking 504,730 10,352 2.05 330,208 1,449 0.44
Savings 76,908 1,871 2.43 56,697 418 0.74
IRAs 6,662 194 2.91 6,216 71 1.14
CDs 576,726 29,392 5.10 170,648 3,814 2.24
Repurchase agreements and federal funds sold 5,662 1 0.02 10,987 6 0.05
FHLB and other borrowings 17,542 890 5.07 15,494 437 2.82
Senior term loan 9,007 766 8.50 2,328 163 7.00
Subordinated debt 73,415 3,219 4.38 73,159 3,072 4.20
Total interest-bearing liabilities 1,967,918 66,536 3.38 1,373,019 14,154 1.03
Noninterest-bearing demand deposits 1,074,292 1,357,426
Other liabilities 40,435 41,098
Total liabilities 3,082,645 2,771,543
Stockholders’ equity
Preferred stock
Common stock 13,541 13,320
Paid-in capital 159,523 147,728
Treasury stock (16,741) (16,741)
Retained earnings 154,041 137,498
Accumulated other comprehensive loss (36,419) (26,918)
Total stockholders’ equity attributable to parent 273,945 254,887
Noncontrolling interest 76 637
Total stockholders’ equity 274,021 255,524
Total liabilities and stockholders’ equity $ 3,356,666 $ 3,027,067
Net interest spread (tax-equivalent) 2.82 % 3.51 %
Net interest income and margin (tax-equivalent) 1 $ 124,228 4.04 % $ 112,931 4.04 %
Less: Tax-equivalent adjustments $ (946) $ (1,128)
Net interest spread 2.79 % 3.47 %
Net interest income and margin $ 123,283 4.01 % $ 111,803 3.99 %

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 16.

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

3 MVB Bank’s PPP loans totaling $2.7 million and $13.6 million are included in this amount for the years ended December 31, 2023 and December 31, 2022, respectively.

Selected Financial Data

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

Quarterly Year-to-Date
2023 2023 2022 2023 2022
Fourth Quarter Third Quarter Fourth Quarter
Earnings and Per Share Data:
Net income $ 7,911 $ 3,867 $ 6,509 31,232 15,047
Earnings per share from continuing operations - basic $ 0.62 $ 0.30 $ 0.47 $ 1.77 $ 1.01
Earnings per share from discontinued operations - basic $ $ $ 0.05 $ 0.69 $ 0.22
Earnings per share - basic $ 0.62 $ 0.30 $ 0.52 $ 2.46 $ 1.23
Earnings per share from continuing operations - diluted $ 0.61 $ 0.29 $ 0.45 $ 1.72 $ 0.96
Earnings per share from discontinued operations - diluted $ $ $ 0.05 $ 0.68 $ 0.21
Earnings per share - diluted $ 0.61 $ 0.29 $ 0.50 $ 2.40 $ 1.17
Cash dividends paid per common share $ 0.17 $ 0.17 $ 0.17 $ 0.68 $ 0.68
Book value per common share $ 22.68 $ 21.33 $ 20.69 $ 22.68 $ 20.69
Tangible book value per common share 1 $ 22.43 $ 21.08 $ 20.25 $ 22.43 $ 20.25
Weighted-average shares outstanding - basic 12,740,193 12,722,010 12,604,193 12,694,206 12,279,462
Weighted-average shares outstanding - diluted 13,024,562 13,116,629 13,012,460 12,997,332 12,870,734
Performance Ratios:
Return on average assets 2 1.0 % 0.5 % 0.8 % 0.9 % 0.5 %
Return on average equity 2 11.6 % 5.8 % 10.8 % 11.4 % 5.9 %
Net interest margin 3 4 4.06 % 3.90 % 4.57 % 4.04 % 4.04 %
Efficiency ratio 5 10 79.6 % 86.2 % 72.3 % 82.3 % 78.2 %
Overhead ratio 2 6 3.4 % 3.7 % 3.6 % 3.5 % 3.9 %
Equity to assets 8.7 % 7.9 % 8.5 % 8.7 % 8.5 %
Asset Quality Data and Ratios:
Charge-offs $ 1,868 $ 8,064 $ 7,878 $ 18,479 $ 15,183
Recoveries $ 1,343 $ 2,205 $ 2,507 $ 9,185 $ 6,560
Net loan charge-offs to total loans 2 7 0.1 % 1.0 % 0.9 % 0.4 % 0.4 %
Allowance for credit losses $ 22,124 $ 24,276 $ 23,837 $ 22,124 $ 23,837
Allowance for credit losses to total loans 8 0.95 % 1.07 % 1.00 % 0.95 % 1.00 %
Nonperforming loans $ 8,267 $ 10,593 $ 11,165 $ 8,267 $ 11,165
Nonperforming loans to total loans 0.4 % 0.5 % 0.5 % 0.4 % 0.5 %
Mortgage Company Equity Method Investees Production Data9:
Mortgage pipeline $ 706,873 $ 643,578 $ 678,345 $ 706,873 $ 678,345
Loans originated $ 1,020,128 $ 1,131,963 $ 407,070 $ 4,319,382 $ 3,120,577
Loans closed $ 724,453 $ 786,885 $ 388,417 $ 3,007,221 $ 2,628,149
Loans sold $ 639,788 $ 605,296 $ 326,003 $ 2,466,807 $ 2,325,709

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 16.

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

7 Charge-offs, less recoveries.

8 Excludes loans held for sale.

9 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.

10 Includes net income from discontinued operations.

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, 2023 September 30, 2023 December 31, 2022 December 31, 2023 December 31, 2022
Net interest margin - U.S. GAAP basis
Net interest income $ 31,107 $ 29,865 $ 33,449 $ 123,283 $ 111,803
Average interest-earning assets 3,054,958 3,063,152 2,926,949 3,077,717 2,798,784
Net interest margin 4.04 % 3.87 % 4.53 % 4.01 % 3.99 %
Net interest margin - non-U.S. GAAP basis
Net interest income $ 31,107 $ 29,865 $ 33,449 $ 123,283 $ 111,803
Impact of fully tax-equivalent adjustment 193 221 295 946 1,128
Net interest income on a fully tax-equivalent basis 31,299 30,086 33,744 124,228 112,931
Average interest-earning assets 3,054,958 3,063,152 2,926,949 3,077,717 2,798,784
Net interest margin on a fully tax-equivalent basis 4.06 % 3.90 % 4.57 % 4.04 % 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, 2023 September 30, 2023 December 31, 2022
Tangible Book Value per Common Share
Goodwill $ 2,838 $ 2,838 $ 3,988
Intangibles 352 375 1,631
Total intangibles $ 3,190 $ 3,213 $ 5,619
Total equity attributable to parent $ 289,384 $ 271,416 $ 261,084
Less: Total intangibles (3,190) (3,213) (5,619)
Tangible common equity $ 286,194 $ 268,203 $ 255,465
Tangible common equity $ 286,194 $ 268,203 $ 255,465
Common shares outstanding (000s) 12,758 12,726 12,618
Tangible book value per common share $ 22.43 $ 21.08 $ 20.25
Tangible Common Equity Ratio
Total assets $ 3,313,882 $ 3,437,583 $ 3,068,850
Less: Total intangibles (3,190) (3,213) (5,619)
Tangible assets $ 3,310,692 $ 3,434,370 $ 3,063,231
Tangible assets $ 3,310,692 $ 3,434,370 $ 3,063,231
Tangible common equity $ 286,194 $ 268,203 $ 255,465
Tangible common equity ratio 8.6 % 7.8 % 8.3 %

16