8-K

MVB FINANCIAL CORP (MVBF)

8-K 2023-07-27 For: 2023-07-27
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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): July 27, 2023
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 July 27, 2023, MVB Financial Corp. issued a press release announcing its financial results for the quarter ended June 30, 2023. A copy of the press 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, 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 July 27, 2023

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: July 27, 2023

Document

Exhibit 99.1

mvbf.jpg

N E W S R E L E A S E

MVB Financial Corp. Announces Second Quarter 2023 Results

(FAIRMONT, WV) July 27, 2023 – 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 second quarter of 2023, with reported net income of $8.1 million, or $0.64 basic and $0.63 diluted earnings per share.

Balance sheet loan to deposit ratio of 78.1%

Off-balance sheet deposits increased to $1.1 billion

CRE concentration of 217% of total risk based capital

Total risk based capital of 14.9%

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

“Following the market events of March 2023, we took decisive action. Out of an abundance of caution, we maintained our already-strong balance sheet liquidity position, and in anticipation of new regulatory and compliance requirements for the industry, took additional steps to enhance our risk management and compliance infrastructure. These actions increased our funding costs and noninterest expenses during the second quarter, but helped to strengthen our foundation during a tumultuous period for the industry. Moreover, we further de-risked our loan portfolio with the sale of a portion of our subprime automobile loans, and during the quarter, we had no outstanding FHLB or other short-term borrowings, no held-to-maturity investment securities and a limited concentration of CRE loans and office exposure. Despite these unexpected challenges, we generated strong earnings for the second quarter. Looking ahead, I am encouraged by our team’s continuous adaptability, the stability of our asset quality and our strong liquidity, funding and capital position as we look to a pick-up in high-quality loan growth as we move forward.”

SECOND QUARTER 2023 HIGHLIGHTS

•Anticipated industry seasonality and a shifting mix impacted deposit growth trends.

•Total deposits declined 6.1%, or $191.9 million, to $2.96 billion, compared to the prior quarter-end, primarily reflecting seasonal considerations in gaming and Banking-as-a-Service (“BaaS”) deposits, primarily offset by growth in certificates of deposit (“CDs”) and other interest-bearing deposits. Relative to the comparable period of the prior year, total deposits increased 13.2%, or $344.0 million.

•Total off-balance sheet deposits increased to $1.1 billion as compared to $1.0 billion at the prior quarter-end. Off-balance sheet deposit networks are being utilized to generate fee income, enhance capital and manage liquidity and concentration risk.

•Noninterest-bearing (“NIB”) deposits declined 12.9%, or $146.7 million, to $987.6 million, and represented 33% of total deposits, as compared to 36% of total deposits at the prior quarter-end. Lower NIB deposits primarily reflected the desire to build liquidity through CDs, the highly competitive deposit environment and rising interest rates.

•Measures of foundational strength were stable to improved.

•The Community Bank Leverage Ratio, Tier 1 Risk-Based Capital Ratio and MVB Bank’s Total Risk-Based Capital Ratio were 10.0%, 13.8%, and 14.9%, respectively, from 10.0%, 13.7%, and 14.9%, respectively, at the prior quarter end.

•Tangible book value per share, a non-U.S. GAAP measure discussed below, grew 0.7% to $21.31 from $21.17 at the prior quarter end.

•Nonperforming loans totaled $13.6 million, or 0.6% of total loans, compared to $13.1 million, or 0.6% of total loans at the prior quarter end. Criticized loans as a percentage of total loans were 3.1%, as compared to 3.6% at the prior quarter end. Net charge-offs were $1.2 million, or 0.2% of total loans on an annualized basis, for the second quarter of 2023, compared to $1.7 million for the prior quarter. Of the net charge-offs for the second quarter of 2023, 92% were attributable to subprime automobile loans.

•The release of allowance for credit losses totaled $4.2 million compared to a provision for credit losses of $4.6 million for the prior quarter. MVB sold $20.4 million of subprime automobile loans and released the reserve associated with those loans, resulting in the net reserve release for the quarter. The allowance for credit losses was 1.3% of total loans, as compared to 1.5% as of the prior quarter-end, largely reflecting the aforementioned changes in loan portfolio composition.

•Net interest income and net interest margin declined primarily due to building liquidity, rising interest rates, seasonal and other factors.

•Net interest income on a fully tax-equivalent basis declined 9.6%, or $3.2 million, to $29.8 million relative to the prior quarter, primarily due to contraction in net interest margin on a fully tax-equivalent basis and a decline in average loans, partially offset by growth in the total average earning asset balance. As compared to the comparable period of the prior year, net interest income increased 10.7%, or $2.9 million.

•Net interest margin on a fully tax-equivalent basis was 3.80%, down 60 basis points during the second quarter of 2023, primarily reflecting a higher cost of funds and a shift in the mix of earning assets, as certain higher yielding loan balances declined modestly while lower yielding cash balances increased significantly. A shift in the mix of deposits due to seasonal considerations related to the Company’s gaming deposits also contributed to the increase in funding costs and negatively impacted net interest margin during the second quarter of 2023.

•Average earning asset balances increased 3.5% during the second quarter of 2023 reflecting materially higher interest-bearing balances with banks, partially offset by a modest decline in average loans. Average loan balances declined 0.9%, reflecting deliberate efforts to improve balance sheet liquidity and the aforementioned sale of subprime automobile loans during the second quarter of 2023.

•The loan to deposit ratio was 78.1% as of June 30, 2023, compared to 74.9% as of March 31, 2023 and 84.7% as of June 30, 2022.

•Fees and expenses trended higher.

•Noninterest income was $6.4 million for the second quarter of 2023, as compared to $3.1 million for the prior quarter. The increase reflects higher income from equity method investments of $1.9 million as compared to a loss of $1.2 million for the prior quarter, primarily due to higher income from MVB’s investment in Warp Speed Holdings LLC, and to a lesser extent, higher other operating income. Partially offsetting these increases was a loss on the divestiture of Flexia Payments, LLC (“Flexia”) of $1.1 million during the second quarter of 2023. Further, payment card and service charge income of $3.5 million declined 3.0%, or $0.1 million, from the prior quarter, due primarily to the aforementioned seasonal considerations and loss on sale of sub-prime automobile and nonperforming loans of $1.0 million increased $0.6 million from the prior quarter.

•Noninterest expense increased 6.9% to $30.3 million from $28.3 million from the prior quarter. While we added personnel in certain areas during the current quarter, overall salary and benefit costs declined; however, higher total noninterest expenses reflect professional fees and other

operating expenses, primarily attributable to recent actions taken in response to the market events in March 2023 to further enhance risk management and compliance-related infrastructure. Noninterest expenses other than professional fees and other operating expenses declined 1.3% as compared to the prior quarter, reflecting ongoing efforts to meet cost savings initiative targets.

INCOME STATEMENT

Net interest income on a tax-equivalent basis totaled $29.8 million for the second quarter of 2023, down $3.2 million, or 9.6%, from the first quarter of 2023 and up $2.9 million, or 10.7%, from the second quarter of 2022. The decline in net interest income compared to the first quarter of 2023 reflects net interest margin contraction and higher than average cash balances, partially offset by higher earning asset balances. The increase compared to the second quarter of 2022 generally reflects strong loan growth at favorable interest rates, primarily driven by MVB Bank’s strategic lending partnerships growth vehicle and broad-based growth throughout CoRe Banking business, as well as the beneficial effects of higher interest rates on earning asset yields, including loans, investment securities and interest-bearing deposits with other banks.

Interest income increased $2.3 million, or 5.1%, from the first quarter of 2023 and increased $18.9 million, or 67.4%, from the second quarter of 2022. The tax-equivalent yield on loans was 6.7% for the second quarter of 2023, compared to 6.6% for the first quarter of 2023 and 5.1% for the second quarter of 2022. The higher loan yields compared to the first quarter of 2023 generally reflect the beneficial impact of Fed rate increases, while higher loan yields compared to the second quarter of 2022 reflect the cumulative impact of robust loan growth booked at higher yields than the prevailing portfolio yield in the prior year.

Interest expense increased $5.4 million, or 45.0%, from the first quarter of 2023 and increased $16.0 million from the second quarter of 2022. The cost of funds was 2.26% for the second quarter of 2023, up from 1.61% for the first quarter of 2023 and 0.22% for the second quarter of 2022. The increase from the prior quarter primarily reflected the impact of higher interest rates, including an increase in rates paid on money market checking deposits and CDs, a decline in noninterest-bearing demand deposits and actions taken to enhance liquidity in response to the market events of March 2023. The increase in cost of funds compared to the prior year period reflects the impact of liquidity actions taken in 2023 in response to market conditions, higher interest rates and the senior term loan, which was entered into during October 2022.

On a tax-equivalent basis, net interest margin for the second quarter of 2023 was 3.80%, a decrease of 60 basis points versus the first quarter of 2023 and a decrease of 30 basis points versus the second quarter of 2022.

Please 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 net interest margin from the first quarter of 2023 to the second quarter of 2023 primarily reflected higher funding costs and a shift in the mix of earning assets (higher yielding loan balances declined, while lower yielding cash balances increased), partially offset by higher loan yields.

Noninterest income totaled $6.4 million for the second quarter of 2023, an increase of $3.4 million from the first quarter of 2023 and a decrease of $3.0 million from the second quarter of 2022. The increase compared to the prior quarter is primarily driven by a $3.1 million increase in equity method investment income, a $1.2 million decrease in loss on sale of available-for-sale investment securities and a $0.5 million increase in holding gain on equity securities. These gains were partially offset by a loss of $1.0 million resulting from divestiture activity and an increase $0.6 million in loss on sale of loans. The $3.0 million decrease in noninterest income from the second quarter of 2022 was primarily driven by decreases of $2.4 million in gain on sale of loans, a $1.0 million loss on divestiture activity and a $0.5 million loss in payment card and service charge income, partially offset by an increase of $1.3 million in equity method investment income.

Noninterest expense totaled $30.3 million for the second quarter of 2023, an increase of $2.0 million, or 6.9%, from the first quarter of 2023 and an increase of $2.3 million, or 8.3%, from the second quarter of 2022. The increase from the prior periods primarily reflects higher other operating expenses, specifically higher professional fees, partially offset by decreases in salaries and employee benefits expense of $1.0 million, or 6.0%, and $0.8 million, or 5.1%, as compared to the first quarter of 2023 and the second quarter of 2022, respectively.

In February 2023, the Company completed the sale of the Bank’s wholly owned subsidiary, Chartwell Compliance, for total consideration of $14.4 million. The results of Chartwell operations are included in discontinued operations on the consolidated statements of income. There was no net income from discontinued operations in the second quarter of 2023. Net income from discontinued operations totaled $8.8 million for the first quarter of 2023, which included a gain on sale of $11.8 million.

In May 2023, MVB entered into an agreement with Flexia, to facilitate the divestiture of MVB’s interests in the ongoing business of Flexia. As a result of the divestiture, MVB incurred a loss of $1.1 million during the quarter ended June 30, 2023.

BALANCE SHEET

Loans totaled $2.31 billion at June 30, 2023, a decrease of $48.8 million, or 2.1%, and an increase of $97.3 million, or 4.4%, as compared to March 31, 2023 and June 30, 2022, respectively. The decrease in loan balances compared to the prior quarter primarily reflects deliberate efforts to improve balance sheet liquidity and ensure appropriate risk adjusted pricing on loans, in addition to the sale of $20.4 million of subprime automobile loans during the second quarter of 2023. The remaining balance of subprime automobile loans totaled $27.0 million at June 30, 2023. Loan growth compared to June 30, 2022 was driven primarily by MVB Bank’s strategic lending partnerships. Loans held-for-sale, which represent MVB Bank’s government guaranteed lending growth vehicle, were $7.0 million as of June 30, 2023, compared to $19.9 million at March 31, 2023 and $11.9 million at June 30, 2022.

Deposits totaled $2.96 billion as of June 30, 2023, a decrease of $191.9 million, or 6.1%, from March 31, 2023, and an increase of $344.0 million, or 13.2%, from June 30, 2022. NIB deposits totaled $987.6 million as of June 30, 2023, a decrease of $146.7 million, or 12.9%, from March 31, 2023 and $355.4 million, or 26.5%, from June 30, 2022. The decline in total deposit balances compared to March 31, 2023 primarily reflects seasonal considerations in MVB’s gaming and BaaS deposits and an increase in off-balance sheet deposits, primarily offset by growth in CDs and other interest-bearing deposits. The increase relative to June 30, 2022, reflects higher CDs and BaaS account deposits. The decrease in NIB deposits relative to both prior periods primarily reflects the highly-competitive deposit environment, rising interest rates and MVB’s utilization of off-balance sheet deposit networks to generate fee income, enhance capital and manage liquidity and concentration risk.

CAPITAL

The Community Bank Leverage Ratio was 10.0% as of June 30, 2023, compared to 10.0% as of March 31, 2023 and 11.6% as of June 30, 2022.

The Company issued a quarterly cash dividend of $0.17 per share for the second quarter of 2023, consistent with the first quarter of 2023 and the second quarter of 2022.

ASSET QUALITY

Nonperforming loans totaled $13.6 million, or 0.6% of total loans, as of June 30, 2023, as compared to $13.1 million, or 0.6% of total loans, as of March 31, 2023, and $19.3 million, or 0.9% of total loans, as of June 30,

  1. Criticized loans as a percentage of total loans were 3.1%, compared to 3.6% as of March 31, 2023 and 4.0% as of June 30, 2022.

Net charge-offs were $1.2 million, or 0.2% of total loans, for the second quarter of 2023, compared to $1.7 million, or 0.3% of total loans, for the first quarter of 2023 and $1.2 million, or 0.2% of total loans, for the second quarter of 2022.

The release of allowance for credit losses totaled $4.2 million compared to a provision for credit losses of $4.6 million for the prior quarter. The Company sold $20.4 million of subprime automobile loans and released the reserve associated with those loans, resulting in the net reserve release for the quarter. The allowance for credit losses was 1.3% of total loans at June 30, 2023, as compared to 1.5% at March 31, 2023 and 1.0% at June 30, 2022. The decline in the allowance ratio compared to the prior quarter largely reflects the aforementioned changes in loan portfolio composition. The increase in the allowance compared to June 30, 2022 primarily reflects changes in loan portfolio composition and the implementation of the Current Expected Credit Loss allowance methodology as of January 1, 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 bank failures and volatility; inability to achieve anticipated synergies and successfully integrate recent mergers and acquisitions; inability to successfully execute business plans, including strategies related to investments in Fintech companies; competition; the pace of recovery following the continued effects of the COVID-19 pandemic and its impact on the Company’s business and financial condition; 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, 2022, 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
Second Quarter First Quarter Second Quarter
Interest income $ 47,031 $ 44,763 $ 28,090 $ 91,794 $ 51,352
Interest expense 17,449 12,034 1,430 29,483 2,844
Net interest income 29,582 32,729 26,660 62,311 48,508
Provision (release of allowance) for credit losses (4,235) 4,576 5,100 341 6,380
Net interest income after provision (release of allowance) for credit losses 33,817 28,153 21,560 61,970 42,128
Total noninterest income 6,419 3,067 9,384 9,486 18,663
Noninterest expense:
Salaries and employee benefits 15,746 16,746 16,585 32,492 32,312
Other expense 14,536 11,571 11,387 26,107 22,917
Total noninterest expenses 30,282 28,317 27,972 58,599 55,229
Income before income taxes 9,954 2,903 2,972 12,857 5,562
Income taxes 1,956 465 699 2,421 1,379
Net income from continuing operations before noncontrolling interest 7,998 2,438 2,273 10,436 4,183
Income from discontinued operations, before income taxes 11,831 678 11,831 1,664
Income taxes - discontinued operations 3,049 160 3,049 385
Net income from discontinued operations 8,782 518 8,782 1,279
Net loss attributable to noncontrolling interest 114 122 165 236 358
Net income available to common shareholders $ 8,112 $ 11,342 $ 2,956 $ 19,454 $ 5,820
Earnings per share from continuing operations - basic $ 0.64 $ 0.20 $ 0.20 $ 0.84 $ 0.37
Earnings per share from discontinued operations - basic $ $ 0.70 $ 0.04 $ 0.69 $ 0.11
Earnings per share - basic $ 0.64 $ 0.90 $ 0.24 $ 1.54 $ 0.48
Earnings per share from continuing operations - diluted $ 0.63 $ 0.20 $ 0.19 $ 0.82 $ 0.35
Earnings per share from discontinued operations - diluted $ $ 0.67 $ 0.04 $ 0.68 $ 0.10
Earnings per share - diluted $ 0.63 $ 0.87 $ 0.23 $ 1.50 $ 0.45

Noninterest Income

(Unaudited) (Dollars in thousands)

Quarterly Year-to-Date
2023 2023 2022 2023 2022
Second Quarter First Quarter Second Quarter
Card acquiring income $ 788 $ 622 $ 750 $ 1,410 $ 1,733
Service charges on deposits 1,060 1,126 973 2,186 1,845
Interchange income 1,655 1,862 2,292 3,517 3,079
Total payment card and service charge income 3,503 3,610 4,015 7,113 6,657
Equity method investments income (loss) 1,873 (1,193) 549 680 1,687
Compliance and consulting income 996 1,016 1,180 2,012 2,414
Gain (loss) on sale of loans (989) (356) 1,405 (1,345) 2,488
Investment portfolio gains (losses) (134) (1,844) 145 (1,978) 2,539
Loss on acquisition and divestiture activity (986) (986)
Other noninterest income 2,156 1,834 2,090 3,990 2,878
Total noninterest income $ 6,419 $ 3,067 $ 9,384 $ 9,486 $ 18,663

Condensed Consolidated Balance Sheets

(Unaudited) (Dollars in thousands)

June 30, 2023 March 31, 2023 June 30, 2022
Cash and cash equivalents $ 455,835 $ 575,265 $ 161,761
Certificates of deposit with banks 496
Securities available-for-sale, at fair value 329,137 339,578 376,737
Equity securities 41,082 38,576 34,250
Loans held-for-sale 7,009 19,893 11,856
Loans receivable 2,312,387 2,361,153 2,215,114
Less: Allowance for credit losses (30,294) (35,513) (22,734)
Loans receivable, net 2,282,093 2,325,640 2,192,380
Premises and equipment, net 22,407 22,869 25,235
Assets from discontinued operations 4,719
Goodwill 2,838 2,838 2,838
Other assets 211,446 227,217 174,156
Total assets $ 3,351,847 $ 3,551,876 $ 2,984,428
Noninterest-bearing deposits $ 987,555 $ 1,134,257 $ 1,342,916
Interest-bearing deposits 1,971,384 2,016,558 1,272,054
FHLB and other borrowings
Senior term loan 8,835 9,647
Subordinated debt 73,414 73,350 73,158
Liabilities from discontinued operations 4,994
Other liabilities 36,362 46,748 38,396
Stockholders' equity, including noncontrolling interest 274,297 271,316 252,910
Total liabilities and stockholders' equity $ 3,351,847 $ 3,551,876 $ 2,984,428

Reportable Segments

(Unaudited)

Three Months Ended June 30, 2023 CoRe Banking Mortgage Banking Financial Holding Company Other Intercompany Eliminations Consolidated
(Dollars in thousands)
Interest income $ 46,929 $ 105 $ 3 $ 6 $ (12) $ 47,031
Interest expense 16,439 999 23 (12) 17,449
Net interest income (expense) 30,490 105 (996) (17) 29,582
Release of allowance for credit losses (4,235) (4,235)
Net interest income (expense) after release of allowance for credit losses 34,725 105 (996) (17) 33,817
Noninterest income 4,113 1,872 3,116 1,051 (3,733) 6,419
Noninterest Expenses:
Salaries and employee benefits 9,053 7 4,623 2,063 15,746
Other expenses 14,148 18 2,163 1,940 (3,733) 14,536
Total noninterest expenses 23,201 25 6,786 4,003 (3,733) 30,282
Income (loss) before income taxes 15,637 1,952 (4,666) (2,969) 9,954
Income taxes 3,237 643 (1,207) (717) 1,956
Net income (loss) 12,400 1,309 (3,459) (2,252) 7,998
Net income attributable to noncontrolling interest 114 114
Net income (loss) available to common shareholders $ 12,400 $ 1,309 $ (3,459) $ (2,138) $ $ 8,112
Three Months Ended March 31, 2023 CoRe Banking Mortgage Banking Financial Holding Company Other Intercompany Eliminations Consolidated
--- --- --- --- --- --- --- --- --- --- --- --- ---
(Dollars in thousands)
Interest income $ 44,662 $ 105 $ 33 $ (6) $ (31) $ 44,763
Interest expense 11,041 993 31 (31) 12,034
Net interest income (expense) 33,621 105 (960) (37) 32,729
Provision for credit losses 4,576 4,576
Net interest income (expense) after provision for credit losses 29,045 105 (960) (37) 28,153
Noninterest income 3,018 (1,186) 2,410 1,784 (2,959) 3,067
Noninterest Expenses:
Salaries and employee benefits 9,051 4,950 2,745 16,746
Other expenses 11,054 34 1,917 1,525 (2,959) 11,571
Total noninterest expenses 20,105 34 6,867 4,270 (2,959) 28,317
Income (loss) before income taxes 11,958 (1,115) (5,417) (2,523) 2,903
Income taxes 2,515 (504) (942) (604) 465
Net income (loss) from continuing operations 9,443 (611) (4,475) (1,919) 2,438
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) 9,443 (611) (4,475) 6,863 11,220
Net loss attributable to noncontrolling interest 122 122
Net income (loss) available to common shareholders $ 9,443 $ (611) $ (4,475) $ 6,985 $ $ 11,342
Three Months Ended June 30, 2022 CoRe Banking Mortgage Banking Financial Holding Company Other Intercompany Eliminations Consolidated
--- --- --- --- --- --- --- --- --- --- --- --- ---
(Dollars in thousands)
Interest income $ 27,910 $ 103 $ 87 $ $ (10) $ 28,090
Interest expense 672 760 8 (10) 1,430
Net interest income (expense) 27,238 103 (673) (8) 26,660
Provision for credit losses 5,100 5,100
Net interest income (expense) after provision for credit losses 22,138 103 (673) (8) 21,560
Noninterest income 7,093 787 3,228 1,584 (3,308) 9,384
Noninterest Expenses:
Salaries and employee benefits 9,948 4,439 2,198 16,585
Other expenses 10,913 94 2,247 1,441 (3,308) 11,387
Total noninterest expenses 20,861 94 6,686 3,639 (3,308) 27,972
Income (loss) before income taxes 8,370 796 (4,131) (2,063) 2,972
Income taxes 1,771 207 (815) (464) 699
Net income (loss) from continuing operations 6,599 589 (3,316) (1,599) 2,273
Income from discontinued operations, before income taxes 678 678
Income tax expense - discontinued operations 160 160
Net income from discontinued operations 518 518
Net income (loss) 6,599 589 (3,316) (1,081) 2,791
Net income attributable to noncontrolling interest 165 165
Net income (loss) available to common shareholders $ 6,599 $ 589 $ (3,316) $ (916) $ $ 2,956
Six Months Ended June 30, 2023 CoRe Banking Mortgage Banking Financial Holding Company Other Intercompany Eliminations Consolidated
--- --- --- --- --- --- --- --- --- --- --- --- ---
(Dollars in thousands)
Interest income $ 91,591 $ 210 $ 36 $ $ (43) $ 91,794
Interest expense 27,480 1,992 54 (43) 29,483
Net interest income (expense) 64,111 210 (1,956) (54) 62,311
Provision for credit losses 341 341
Net interest income (expense) after provision for credit losses 63,770 210 (1,956) (54) 61,970
Noninterest income 7,131 686 5,526 2,835 (6,692) 9,486
Noninterest Expenses:
Salaries and employee benefits 18,104 7 9,573 4,808 32,492
Other expenses 25,202 52 4,080 3,465 (6,692) 26,107
Total noninterest expenses 43,306 59 13,653 8,273 (6,692) 58,599
Income (loss) before income taxes 27,595 837 (10,083) (5,492) 12,857
Income taxes 5,752 139 (2,149) (1,321) 2,421
Net income (loss) from continuing operations 21,843 698 (7,934) (4,171) 10,436
Income from discontinued operations, before income taxes 11,831 11,831
Income taxes - discontinued operations 3,049 3,049
Net income from discontinued operations 8,782 8,782
Net income (loss) 21,843 698 (7,934) 4,611 19,218
Net income attributable to noncontrolling interest 236 236
Net income (loss) available to common shareholders $ 21,843 $ 698 $ (7,934) $ 4,847 $ $ 19,454
Six Months Ended June 30, 2022 CoRe Banking Mortgage Banking Financial Holding Company Other Intercompany Eliminations Consolidated
--- --- --- --- --- --- --- --- --- --- --- --- ---
(Dollars in thousands)
Interest income $ 51,081 $ 206 $ 80 $ $ (15) $ 51,352
Interest expense 1,331 1,513 15 (15) 2,844
Net interest income (expense) 49,750 206 (1,433) (15) 48,508
Provision for credit losses 6,380 6,380
Net interest income (expense) after provision for credit losses 43,370 206 (1,433) (15) 42,128
Noninterest income 13,991 2,010 5,899 3,120 (6,357) 18,663
Noninterest Expenses:
Salaries and employee benefits 19,456 8,495 4,361 32,312
Other expenses 21,961 94 4,452 2,767 (6,357) 22,917
Total noninterest expenses 41,417 94 12,947 7,128 (6,357) 55,229
Income (loss) before income taxes 15,944 2,122 (8,481) (4,023) 5,562
Income taxes 3,402 548 (1,684) (887) 1,379
Net income (loss) from continuing operations 12,542 1,574 (6,797) (3,136) 4,183
Income from discontinued operations, before income taxes 1,664 1,664
Income tax expense - discontinued operations 385 385
Net income from discontinued operations 1,279 1,279
Net income (loss) 12,542 1,574 (6,797) (1,857) 5,462
Net income attributable to noncontrolling interest 358 358
Net income (loss) available to common shareholders $ 12,542 $ 1,574 $ (6,797) $ (1,499) $ $ 5,820

Average Balances and Interest Rates

(Unaudited) (Dollars in thousands)

Three Months Ended Three Months Ended Three Months Ended
June 30, 2023 March 31, 2023 June 30, 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 $ 444,600 $ 5,542 5.00 % $ 285,102 $ 3,153 4.49 % $ 197,613 $ 304 0.62 %
CDs with banks 1,582 9 2.28
Investment securities:
Taxable 220,687 1,229 2.23 236,574 1,848 3.17 237,745 838 1.41
Tax-exempt 2 123,497 1,147 3.73 137,799 1,308 3.85 147,646 1,342 3.65
Loans and loans held-for-sale: 1
Commercial 3 1,635,438 30,534 7.49 1,620,509 28,538 7.14 1,564,266 20,021 5.13
Tax-exempt 2 3,822 42 4.41 3,944 43 4.42 4,930 52 4.23
Real estate 593,767 5,691 3.84 621,388 6,295 4.11 393,983 2,674 2.72
Consumer 128,113 3,096 9.69 137,547 3,862 11.39 88,366 3,142 14.26
Total loans 2,361,140 39,363 6.69 2,383,388 38,738 6.59 2,051,545 25,889 5.06
Total earning assets 3,149,924 47,281 6.02 3,042,863 45,047 6.00 2,636,131 28,382 4.32
Less: Allowance for credit losses (35,143) (30,135) (19,927)
Cash and due from banks 5,756 243 5,579
Other assets 289,161 339,676 237,016
Total assets $ 3,409,698 $ 3,352,647 $ 2,858,799
Liabilities
Deposits:
NOW $ 682,277 $ 4,816 2.83 % $ 796,901 $ 4,661 2.37 % $ 654,781 $ 256 0.16 %
Money market checking 615,962 2,439 1.59 209,227 928 1.80 380,295 184 0.19
Savings 72,289 351 1.95 93,297 641 2.79 27,496 1 0.01
IRAs 6,401 45 2.82 6,151 27 1.78 6,314 17 1.08
CDs 662,753 8,799 5.33 386,144 3,896 4.09 75,487 203 1.08
Repurchase agreements and federal funds sold 5,428 7,612 1 0.05 11,566 1 0.03
FHLB and other borrowings 158 71,166 888 5.06 2,312 8 1.39
Senior term loan 9,351 198 8.49 9,765 194 8.06
Subordinated debt 73,382 801 4.38 73,318 798 4.41 73,126 760 4.17
Total interest-bearing liabilities 2,128,001 17,449 3.29 1,653,581 12,034 2.95 1,231,377 1,430 0.47
Noninterest-bearing demand deposits 971,436 1,380,516 1,331,357
Other liabilities 38,842 37,087 40,900
Total liabilities 3,138,279 3,071,184 2,603,634
Stockholders’ equity
Common stock 13,533 13,471 13,289
Paid-in capital 158,601 153,389 145,014
Treasury stock (16,741) (16,741) (16,741)
Retained earnings 148,600 166,426 137,989
Accumulated other comprehensive loss (32,714) (35,345) (25,097)
Total stockholders’ equity attributable to parent 271,279 281,200 254,454
Noncontrolling interest 140 263 711
Total stockholders’ equity 271,419 281,463 255,165
Total liabilities and stockholders’ equity $ 3,409,698 $ 3,352,647 $ 2,858,799
Net interest spread (tax-equivalent) 2.73 % 3.05 % 3.85 %
Net interest income and margin (tax-equivalent)2 $ 29,832 3.80 % $ 33,013 4.40 % $ 26,952 4.10 %
Less: Tax-equivalent adjustments $ (250) $ (284) $ (292)
Net interest spread 2.70 % 3.02 % 3.80 %
Net interest income and margin $ 29,582 3.77 % $ 32,729 4.36 % $ 26,660 4.06 %

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

2 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 following this table.

3 MVB Bank’s PPP loans totaling $4.5 million, $4.9 million and $22.3 million are included in this amount as of June 30, 2023, March 31, 2023 and June 30, 2022, respectively.

Six Months Ended Six Months Ended
June 30, 2023 June 30, 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 $ 365,291 $ 8,695 4.80 % $ 395,494 $ 518 0.26 %
CDs with banks 1,964 22 2.26
Investment securities:
Taxable 228,587 3,077 2.71 239,849 1,486 1.25
Tax-exempt 2 130,609 2,456 3.79 138,170 2,478 3.62
Loans and loans held-for-sale: 1
Commercial 3 1,628,015 59,065 7.32 1,509,071 37,000 4.94
Tax-exempt 2 3,882 85 4.42 4,998 105 4.24
Real estate 607,501 11,992 3.98 366,557 5,014 2.76
Consumer 132,804 6,959 10.57 71,588 5,271 14.85
Total loans 2,372,202 78,101 6.64 1,952,214 47,390 4.90
Total earning assets 3,096,689 92,329 6.01 2,727,691 51,894 3.84
Less: Allowance for credit losses (32,653) (19,139)
Cash and due from banks 3,015 5,822
Other assets 314,279 242,875
Total assets $ 3,381,330 $ 2,957,249
Liabilities
Deposits:
NOW $ 739,273 $ 9,478 2.59 % $ 650,903 $ 449 0.14 %
Money market checking 413,718 3,367 1.64 423,053 386 0.18
Savings 82,735 991 2.42 38,706 2 0.01
IRAs 6,276 72 2.31 6,341 34 1.08
CDs 525,213 12,695 4.87 81,329 446 1.11
Repurchase agreements and federal funds sold 6,514 11,693 3 0.05
FHLB and other borrowings 35,347 888 5.07 1,163 11 1.91
Senior term loan 9,557 392 8.27
Subordinated debt 73,350 1,600 4.40 73,094 1,513 4.17
Total interest-bearing liabilities 1,891,983 29,483 3.14 1,286,282 2,844 0.45
Noninterest-bearing demand deposits 1,174,965 1,365,037
Other liabilities 37,969 43,594
Total liabilities 3,104,917 2,694,913
Stockholders’ equity
Common stock 13,502 13,373
Paid-in capital 156,009 144,408
Treasury stock (16,741) (16,741)
Retained earnings 157,464 137,815
Accumulated other comprehensive income loss (34,022) (17,325)
Total stockholders’ equity attributable to parent 276,212 261,530
Noncontrolling interest 201 806
Total stockholders’ equity 276,413 262,336
Total liabilities and stockholders’ equity $ 3,381,330 $ 2,957,249
Net interest spread (tax-equivalent) 2.87 % 3.39 %
Net interest income and margin (tax-equivalent)2 $ 62,846 4.09 % $ 49,050 3.63 %
Less: Tax-equivalent adjustments $ (535) $ (542)
Net interest spread 2.84 % 3.35 %
Net interest income and margin $ 62,311 4.06 % $ 48,508 3.59 %

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

2 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 following this table.

3 MVB Bank’s PPP loans totaling $4.5 million and $22.3 million are included in this amount as of June 30, 2023 and June 30, 2022, respectively.

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 Six Months Ended
(Dollars in thousands) June 30, 2023 March 31, 2023 June 30, 2022 June 30, 2023 June 30, 2022
Net interest margin - U.S. GAAP basis
Net interest income $ 29,582 $ 32,729 $ 26,660 $ 62,311 $ 48,508
Average interest-earning assets $ 3,149,924 $ 3,042,863 $ 2,636,131 3,096,689 2,727,691
Net interest margin 3.77 % 4.36 % 4.06 % 4.06 % 3.59 %
Net interest margin - non-U.S. GAAP basis
Net interest income $ 29,582 $ 32,729 $ 26,660 $ 62,311 $ 48,508
Impact of fully tax-equivalent adjustment 250 284 292 535 542
Net interest income on a fully tax-equivalent basis $ 29,832 $ 33,013 $ 26,952 62,846 49,050
Average interest-earning assets $ 3,149,924 $ 3,042,863 $ 2,636,131 $ 3,096,689 $ 2,727,691
Net interest margin on a fully tax-equivalent basis 3.80 % 4.40 % 4.10 % 4.09 % 3.63 %

Selected Financial Data

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

Quarterly Year-to-Date
2023 2023 2022 2023 2022
Second Quarter First Quarter Second Quarter
Earnings and Per Share Data:
Net income $ 8,112 $ 11,342 $ 2,956 $ 19,454 $ 5,820
Earnings per share from continuing operations - basic $ 0.64 $ 0.20 $ 0.20 $ 0.84 $ 0.37
Earnings per share from discontinued operations - basic $ $ 0.70 $ 0.04 $ 0.69 $ 0.11
Earnings per share - basic $ 0.64 $ 0.90 $ 0.24 $ 1.54 $ 0.48
Earnings per share from continuing operations - diluted $ 0.63 $ 0.20 $ 0.19 $ 0.82 $ 0.35
Earnings per share from discontinued operations - diluted $ $ 0.67 $ 0.04 $ 0.68 $ 0.10
Earnings per share - diluted $ 0.63 $ 0.87 $ 0.23 $ 1.50 $ 0.45
Cash dividends paid per common share $ 0.17 $ 0.17 $ 0.17 $ 0.34 $ 0.34
Book value per common share $ 21.57 $ 21.43 $ 20.63 $ 21.57 $ 20.63
Tangible book value per common share 1 $ 21.31 $ 21.17 $ 20.14 $ 21.31 $ 20.14
Weighted-average shares outstanding - basic 12,689,669 12,623,361 12,176,805 12,656,698 12,135,223
Weighted-average shares outstanding - diluted 12,915,294 13,016,082 12,895,581 12,959,725 12,870,892
Performance Ratios:
Return on average assets 2 1.0 % 1.4 % 0.4 % 1.2 % 0.4 %
Return on average equity 2 12.0 % 16.1 % 4.6 % 14.1 % 4.4 %
Net interest margin 3 4 3.80 % 4.40 % 4.10 % 4.09 % 3.63 %
Efficiency ratio 5 10 84.1 % 61.4 % 77.3 % 70.9 % 81.2 %
Overhead ratio 2 6 3.6 % 3.4 % 4.2 % 3.5 % 4.0 %
Equity to assets 8.2 % 7.6 % 8.5 % 8.2 % 8.5 %
Asset Quality Data and Ratios:
Charge-offs $ 3,700 $ 4,847 $ 2,529 $ 8,547 $ 3,652
Recoveries $ 2,468 $ 3,169 $ 1,355 $ 5,637 $ 1,741
Net loan charge-offs to total loans 2 7 0.2 % 0.3 % 0.2 % 0.3 % 0.2 %
Allowance for credit losses $ 30,294 $ 35,513 $ 22,734 $ 30,294 $ 22,734
Allowance for credit losses to total loans 8 1.31 % 1.50 % 1.03 % 1.03 % 1.31 % 1.03 %
Nonperforming loans $ 13,646 $ 13,085 $ 19,295 $ 13,646 $ 19,295
Nonperforming loans to total loans 0.6 % 0.6 % 0.9 % 0.6 % 0.9 %
Mortgage Company Equity Method Investees Production Data9:
Mortgage pipeline $ 748,756 $ 714,258 $ 1,114,061 $ 748,756 $ 1,114,061
Loans originated $ 1,167,596 $ 232,660 $ 976,004 $ 2,167,711 $ 2,106,702
Loans closed $ 820,665 $ 385,011 $ 843,305 $ 1,495,882 $ 1,624,147
Loans sold $ 786,469 $ 302,782 $ 692,553 $ 1,221,723 $ 1,380,646

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 following this table.

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-U.S. GAAP Reconciliation: Tangible Book Value per Common Share

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

June 30, 2023 March 31, 2023 June 30, 2022
Goodwill $ 2,838 $ 2,838 $ 3,988
Intangibles 397 420 1,981
Total intangibles 3,235 3,258 5,969
Total equity attributable to parent 274,349 271,131 252,300
Less: Total intangibles (3,235) (3,258) (5,969)
Tangible common equity $ 271,114 $ 267,873 $ 246,331
Tangible common equity $ 271,114 $ 267,873 $ 246,331
Common shares outstanding (000s) 12,720 12,653 12,229
Tangible book value per common share $ 21.31 $ 21.17 $ 20.14

22