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FALSE000127790200012779022024-07-292024-07-29

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 29, 2024
MVB Financial Corp.
(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
(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 29, 2024, MVB Financial Corp. issued a press release announcing its financial results for the quarter ended June 30, 2024. 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 29, 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
President and Chief Financial Officer

Date: July 29, 2024

EX-99.1 2 q22024earningsrelease.htm EX-99.1 Document
Exhibit 99.1
mvbf.jpg
N E W S R E L E A S E


MVB Financial Corp. Announces Second Quarter 2024 Results

(FAIRMONT, WV) July 29, 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 second quarter of 2024, with reported net income of $4.1 million, or $0.32 basic and $0.31 diluted earnings per share.
Second Quarter 2024 Highlights
MVB names payments industry veteran Jeremy Kuiper as Fintech President.
MVB and Intuit-Credit Karma renew partnership agreement.
Exit of digital asset program account relationships during second quarter reduced EPS by $0.08 with strong funding and liquidity profile maintained.
Noninterest bearing deposits represent 34.1% of total deposits | Loan-to-deposit ratio of 76.5%.
Noninterest expense declined 4.2% from prior quarter on easing cost pressures.

From Larry F. Mazza, Chief Executive Officer, MVB Financial:
“There were several notable developments during the second quarter that impacted our near-term financial results, while also helping to solidify our strategy, setting the stage for future growth and improved profitability.

“First, we have extended the term of our partnership agreement with Intuit-Credit Karma, the consumer technology platform with more than 120 million members in the U.S. We have been trusted partners for five years and look forward to further strengthening our relationship to benefit our clients and communities.

“Second, as previously disclosed, MVB Bank has named Jeremy Kuiper as Executive Vice President, Fintech President. Jeremy brings 25 years of payments industry experience at the executive and board level. With Jeremy’s expertise, we look forward to expanding our Fintech banking to even greater success as a key driver of deposits and fee income for MVB Bank.


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“Finally, we initiated the process of winding down MVB’s digital asset program account relationships. Changing market conditions and profitability challenges contributed to an unfavorable risk/reward dynamic, prompting our decision to exit this business. This action reduced our second quarter EPS by $0.08.

“MVB’s second quarter financial results were otherwise solid, marked by improved expense control, shareholder value creation in the form of tangible book value per share growth, improved measures of capital strength and seasonal considerations, primarily related to MVB’s banking-as-a-service operations and online gaming vertical. We are pleased with the strength of our liquidity, despite the low seasonality and exit of digital asset program account relationships.”

SECOND QUARTER 2024 HIGHLIGHTS
•Deposit trends reflect wind down of digital asset program account relationships and expected seasonal factors.
•The Company expected a decline in total deposits upon the conclusion of the NFL, college basketball and tax seasons, in addition to electing to exit digital asset program account relationships. Total deposits declined 8.3%, or $262.5 million, to $2.9 billion compared to the prior quarter-end, primarily reflecting lower noninterest bearing (“NIB”) deposits, which decreased 29.3%, or $407.3 million, to $983.8 million. Digital asset program account balances, which are noninterest bearing, declined $307.0 million to $28.1 million as compared to the prior quarter-end.
•The loan-to-deposit ratio was 76.5% as of June 30, 2024, compared to 72.1% as of March 31, 2024, and 78.1% as of June 30, 2023. The loan-to-deposit ratio at June 30, 2024 aligns with the Company’s liquidity management strategy.
•Net interest income lower on margin compression, deliberate balance sheet contraction, decline in loan balances and seasonal factors.
•Net interest income on a fully tax-equivalent basis, a non-U.S. GAAP financial measure, declined 8.6%, or $2.6 million, to $27.7 million relative to the prior quarter, reflecting net interest margin contraction and lower earning asset balances.
•Net interest margin on a fully tax-equivalent basis was 3.75%, down eight basis points from the prior quarter, primarily reflecting lower loan yields due to the migration of a $14.6 million loan to nonperforming status, lower loan balances and slightly higher funding costs. Total cost of funds was 2.54%, up two basis points compared to the prior quarter.

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•Average earning asset balances declined 6.7% from the prior quarter, reflecting lower interest-bearing balances with banks and lower loan balances. The decline in cash balances primarily reflects the deliberate exiting of digital asset program account balances and, to a lesser extent, seasonal considerations related to tax and gaming deposits. Average total loan balances declined 2.0% from the prior quarter, reflecting slower market demand.
•Expenses decline as cost pressures ease.
•Noninterest expense declined 4.2% to $28.9 million relative to the prior quarter, primarily reflecting lower salaries and employee benefits costs and lower professional fees. Relative to the prior year-ago period, noninterest expense declined 4.5%.
•Noninterest income down on seasonal considerations and the exit of digital asset program relationships; mortgage banking profitable.
•Total noninterest income declined 8.8%, or $0.7 million, relative to the prior quarter, to $7.1 million, primarily reflecting lower payment card and service charge income and other operating income, which includes wire transfer fees. The declines were partially offset by equity method investment income from our mortgage segment, compared to a loss in the prior quarter, and higher compliance and consulting income. Relative to the prior year, which removes the seasonal component, total noninterest income grew 11.3%, or $0.7 million, reflecting higher payment card and service charge income, compliance and consulting income, combined with losses on divestiture activity, loan sales and the sale of equity securities that did not recur in the current quarter.
•Capital strength further enhanced; tangible book value share growth evidences continued value creation.
•The Community Bank Leverage Ratio, Tier 1 Risk-Based Capital Ratio and MVB Bank’s Total Risk-Based Capital Ratio were 10.7%, 14.6% and 15.4%, respectively, compared to 10.1%, 14.4% and 15.2%, respectively, at the prior quarter end. The tangible common equity ratio, a non-U.S. GAAP financial measure, was 8.9% as of June 30, 2024, compared to 8.1% as of March 31, 2024, and June 30, 2023.
•Book value per share and tangible book value per share, a non-U.S. GAAP measure discussed below, were $22.94 and $22.70, respectively, increases of 0.9% and 1.0% relative to the prior quarter-end and 6.4% and 6.5% from the year-ago period.
•Nonperforming loans increased $15.6 million, or 206.1%, to $23.1 million, or 1.0% of total loans, from $7.5 million, or 0.3% of total loans, at the prior quarter end, largely reflecting the addition of a multifamily commercial construction loan with an outstanding balance of $14.6 million. Criticized loans as a percentage of total loans were 5.7%, as compared to 5.8% at the prior quarter end. Net charge-offs were $0.9 million, or 0.2%, for the second quarter of 2024, compared to $1.3 million, or 0.2%, for the prior quarter.

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•The provision for credit losses totaled $0.3 million, compared to $2.0 million for the prior quarter. The allowance for credit losses was 1.00% of total loans, as compared to 1.01% at the prior quarter end.

INCOME STATEMENT
Net interest income on a tax-equivalent basis totaled $27.7 million for the second quarter of 2024, a decline of $2.6 million, or 8.6%, from the first quarter of 2024 and $2.1 million, or 7.1%, from the second quarter of 2023. The decline from both prior periods reflects net interest margin contraction and lower average earning asset balances.

Interest income declined $3.9 million, or 7.8%, from the first quarter of 2024 and $0.9 million, or 1.9%, from the second quarter of 2023. The decline in interest income relative to the prior quarter reflects a decline in interest income from loans, driven by lower loan balances and a lower tax-equivalent yield on loans due primarily to the migration of a $14.6 million loan to nonperforming status, and a decline in interest income from cash balances due to seasonal considerations and the exit of digital asset program accounts. The decline in interest income relative to the year-ago period reflects a decline in interest income from loans, driven by lower loan balances, partially offset by a higher tax-equivalent yield on loans.

Interest expense declined $1.3 million, or 6.7%, from the first quarter of 2024 and increased $1.1 million, or 6.3%, from the second quarter of 2024. The cost of funds remained stable at 2.54% for the second quarter of 2024 as compared to 2.52% for the first quarter of 2024, and was up from 2.26% for the second quarter of 2023. Relative to the year-ago period, the increase reflects the impact of higher interest rates on our deposits and a shift in the mix of average deposits.

On a tax-equivalent basis, net interest margin for the second quarter of 2024 was 3.75%, a decline of eight basis points versus the first quarter of 2024 and five basis points versus the second 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-U.S. GAAP measure. Contraction in net interest margin from the prior quarter primarily reflects lower earning asset balances, including lower cash and loan balances, and the migration of a loan to nonperforming status. Relative to the year-ago period, the contraction in net interest margin reflects higher funding costs, which have outpaced the increase in average earning asset yields, and lower earning asset balances.

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Noninterest income totaled $7.1 million for the second quarter of 2024, a decline of $0.7 million from the first quarter of 2024 and an increase of $0.7 million from the second quarter of 2023. The decline compared to the prior quarter is primarily driven by declines of $1.1 million in other operating income and $1.0 million in payment card and service charge income, partially offset by equity method investment income from our mortgage segment of $0.5 million in the current quarter, as compared to a loss of $1.1 million in the prior quarter. There was also a $0.7 million gain on sale of available-for-sale investment securities during the first quarter of 2024 without a comparable gain in the second quarter of 2024. The $0.7 million increase in noninterest income from the second quarter of 2023 was primarily driven by increases of $0.3 million in payment card and service charge income and $0.3 million in compliance consulting income. Additionally, there
were losses on the divestiture of Flexia Payments, LLC of $1.1 million and $1.0 million on sale of loans during the second quarter of 2023 without corresponding losses in the current quarter. These increases were partially offset by declines of $1.4 million in equity method investment income from our mortgage segment and $0.7 million in other operating income.

Noninterest expense totaled $28.9 million for the second quarter of 2024, a decline of $1.3 million, or 4.2%, from the first quarter of 2024 and $1.4 million, or 4.5%, from the second quarter of 2023. The decline from the first quarter of 2024 primarily reflects declines of $0.5 million in salaries and employee benefits, $0.5 million in professional fees and $0.2 million in other operating expense. The decline from the second quarter of 2023 primarily reflects declines of $1.9 million in other operating expense, $0.7 million in travel, entertainment, dues and subscriptions and $0.2 million in equipment depreciation and maintenance. These declines were partially offset by increases of $1.2 million in professional fees and $0.2 million in salaries and employee benefit expense.

BALANCE SHEET
Loans totaled $2.21 billion as of June 30, 2024, a decline of $60.5 million, or 2.7%, from March 31, 2024, and $105.6 million, or 4.6%, from June 30, 2023. The decline in loan balances relative to the prior quarters primarily reflects lower market demand, the impact of loan amortization and payoffs and slower loan growth based on overall market conditions and portfolio management.

Deposits totaled $2.88 billion as of June 30, 2024, a decline of $262.5 million, or 8.3%, from March 31, 2024, and $76.1 million, or 2.6%, from June 30, 2023. The decline in deposits relative to the prior quarter reflects a decline in NIB deposits, partially offset by higher CD balances of $769.8 million, representing an increase of $73.5 million, or 10.6%, driven by a $50.1 million, or 11.2%, increase in brokered CDs and a $24.1 million, or 10.1%, increase in core CDs. Relative to the year-ago period, the decline reflects the increased utilization of off-balance sheet deposit networks to generate fee income, enhance capital efficiency and manage liquidity and concentration risk.

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NIB deposits totaled $983.8 million as of June 30, 2024, a decline of $407.3 million, or 29.3%, from March 31, 2024, and consistent with the balance as of June 30, 2023, representing a slight decline of $3.7 million, or 0.4%. Relative to the period ended March 31, 2024, the decline in NIB deposits reflected the exit of digital asset program accounts, utilization of off-balance sheet deposit networks and seasonal considerations. Digital asset program account balances declined $307.0 million to $28.1 million as compared to the prior quarter-end. The Company estimates that exit of digital asset program account relationships reduced current quarter earnings per share by $0.08, based on the interest income that would have been earned on the average balance of the deposits held in 2024 prior to the exit, which were held in cash, and the wire fee income during the period. NIB deposits represented 34.1% of total deposits as of June 30, 2024, compared to 44.2% of total deposits at the prior quarter-end and 33.4% for the year-ago period.

Off-balance sheet deposits totaled $1.4 billion as of June 30, 2024, a decline of $168.5 million, or 11%, compared to $1.5 billion at March 31, 2024, and up $296.2 million, or 28%, from $1.1 billion at June 30, 2023. Off-balance sheet deposit networks are utilized to generate fee income, enhance capital efficiency and manage liquidity and concentration risk.

CAPITAL
The Community Bank Leverage Ratio was 10.7% as of June 30, 2024, compared to 10.1% as of March 31, 2024, and 10.0% as of June 30, 2023. MVB’s Tier 1 Risk-Based Capital Ratio was 14.6% as of June 30, 2024, compared to 14.4% as of March 31, 2024, and 13.8% as of June 30, 2023. The Bank’s Total Risk-Based Capital Ratio was 15.4% as of June 30, 2024, compared to 15.2% as of March 31, 2024, and 14.9% as of June 30, 2023.

The tangible common equity ratio, a non-U.S. GAAP financial measure, was 8.9% as of June 30, 2024, compared to 8.1% as of March 31, 2024, and June 30, 2023. See the reconciliation of the tangible common equity ratio to its most directly comparable U.S. GAAP financial measure later in this release.

The Company issued a quarterly cash dividend of $0.17 per share for the second quarter of 2024, consistent with the first quarter of 2024 and the second quarter of 2023.

ASSET QUALITY
Nonperforming loans totaled $23.1 million, or 1.0% of total loans, as of June 30, 2024, as compared to $7.5 million, or 0.3% of total loans, as of March 31, 2024, and $13.6 million, or 0.6% of total loans, as of June 30, 2023.

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The increase in nonperforming loans from the prior quarters was driven by the addition of one $14.6 million commercial construction loan in the multifamily space. The Company believes the loan is properly collateralized with a loan to value of less than 70%. Criticized loans as a percentage of total loans were 5.7%, compared to 5.8% as of March 31, 2024, and 3.1% as of June 30, 2023.

Net charge-offs were $0.9 million, or 0.2% of total loans, for the second quarter of 2024, compared to $1.3 million, or 0.2% of total loans, for the first quarter of 2024 and $1.2 million, or 0.2% of total loans, for the second quarter of 2023.

The provision for credit losses totaled $0.3 million, compared to $2.0 million for the prior quarter ended March 31, 2024, and a release of allowance of $4.2 million for the quarter ended June 30, 2023. The allowance for credit losses was 1.00% of total loans at June 30, 2024, compared to 1.01% at March 31, 2024, and 1.31% at June 30, 2023.



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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.

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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.

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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
Second Quarter First
Quarter
Second Quarter
Interest income $ 46,127  $ 50,030  $ 47,031  $ 96,157  $ 91,794 
Interest expense 18,557  19,891  17,449  38,448  29,483 
Net interest income 27,570  30,139  29,582  57,709  62,311 
Provision (release of allowance) for credit losses 254  1,997  (4,235) 2,251  341 
Net interest income after provision (release of allowance) for credit losses 27,316  28,142  33,817  55,458  61,970 
Total noninterest income 7,142  7,834  6,419  14,976  9,486 
Noninterest expense:
Salaries and employee benefits 15,949  16,489  15,746  32,438  32,492 
Other expense 12,981  13,702  14,536  26,683  26,107 
Total noninterest expenses 28,930  30,191  30,282  59,121  58,599 
Income before income taxes 5,528  5,785  9,954  11,313  12,857 
Income taxes 1,379  1,283  1,956  2,662  2,421 
Net income from continuing operations, before noncontrolling interest 4,149  4,502  7,998  8,651  10,436 
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 4,149  4,502  7,998  8,651  19,218 
Net (income) loss attributable to noncontrolling interest (60) (20) 114  (80) 236 
Net income available to common shareholders $ 4,089  $ 4,482  $ 8,112  $ 8,571  $ 19,454 
Earnings per share from continuing operations - basic $ 0.32  $ 0.35  $ 0.64  $ 0.67  $ 0.84 
Earnings per share from discontinued operations - basic $ —  $ —  $ —  $ —  $ 0.69 
Earnings per share - basic $ 0.32  $ 0.35  $ 0.64  $ 0.67  $ 1.54 
Earnings per share from continuing operations - diluted $ 0.31  $ 0.34  $ 0.63  $ 0.66  $ 0.82 
Earnings per share from discontinued operations - diluted $ —  $ —  $ —  $ —  $ 0.68 
Earnings per share - diluted $ 0.31  $ 0.34  $ 0.63  $ 0.66  $ 1.50 


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Noninterest Income
(Unaudited) (Dollars in thousands)
Quarterly Year-to-Date
2024 2024 2023 2024 2023
Second Quarter First
Quarter
Second Quarter
Card acquiring income $ 337  $ 251  $ 788  $ 588  $ 1,410 
Service charges on deposits 1,103  1,523  1,060  2,626  2,186 
Interchange income 2,377  3,039  1,655  5,416  3,517 
Total payment card and service charge income 3,817  4,813  3,503  8,630  7,113 
Equity method investments gain (loss) 484  (1,128) 1,873  (644) 680 
Compliance and consulting income 1,274  1,000  996  2,274  2,012 
Loss on sale of loans —  —  (989) —  (1,345)
Investment portfolio gains (losses) 117  609  (134) 726  (1,978)
Loss on acquisition and divestiture activity —  —  (986) —  (986)
Other noninterest income 1,450  2,540  2,156  3,990  3,990 
Total noninterest income $ 7,142  $ 7,834  $ 6,419  $ 14,976  $ 9,486 


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Condensed Consolidated Balance Sheets
(Unaudited) (Dollars in thousands)
June 30, 2024 March 31, 2024 June 30, 2023
Cash and cash equivalents $ 455,517  $ 640,426  $ 455,835 
Securities available-for-sale, at fair value 361,254  349,678  329,137 
Equity securities 41,261  41,037  41,082 
Loans held-for-sale —  —  7,009 
Loans receivable 2,206,793  2,267,310  2,312,387 
Less: Allowance for credit losses (22,084) (22,804) (30,294)
Loans receivable, net 2,184,709  2,244,506  2,282,093 
Premises and equipment, net 19,540  19,968  22,407 
Other assets 225,723  251,775  —  214,284 
Total assets $ 3,288,004  $ 3,547,390  $ 3,351,847 
Noninterest-bearing deposits $ 983,809  $ 1,391,070  $ 987,555 
Interest-bearing deposits 1,899,043  1,754,259  1,971,384 
Senior term loan —  6,549  8,835 
Subordinated debt 73,663  73,602  73,414 
Other liabilities 34,826  30,082  —  36,362 
Stockholders' equity 296,663  291,828  274,297 
Total liabilities and stockholders' equity $ 3,288,004  $ 3,547,390  $ 3,351,847 

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Reportable Segments
(Unaudited)

Three Months Ended June 30, 2024 CoRe Banking Mortgage Banking Financial Holding Company Other Intercompany Eliminations Consolidated
(Dollars in thousands)
Interest income $ 46,038  $ 103  $ $ —  $ (17) $ 46,127 
Interest expense 17,635  —  922  17  (17) 18,557 
   Net interest income (expense) 28,403  103  (919) (17) —  27,570 
Provision for credit losses 254  —  —  —  —  254 
Net interest income (expense) after provision for credit losses 28,149  103  (919) (17) —  27,316 
Noninterest income 4,898  485  2,769  3,128  (4,138) 7,142 
Noninterest Expenses:
Salaries and employee benefits 9,359  —  4,473  2,117  —  15,949 
Other expenses 13,257  —  2,080  1,782  (4,138) 12,981 
   Total noninterest expenses 22,616  —  6,553  3,899  (4,138) 28,930 
Income (loss), before income taxes 10,431  588  (4,703) (788) —  5,528 
Income taxes 2,438  145  (1,016) (188) —  1,379 
Net income (loss), before noncontrolling interest 7,993  443  (3,687) (600) —  4,149 
Net income attributable to noncontrolling interest —  —  —  (60) —  (60)
Net income (loss) available to common shareholders $ 7,993  $ 443  $ (3,687) $ (660) $ —  $ 4,089 

Three Months Ended March 31, 2024 CoRe Banking Mortgage Banking Financial Holding Company Other Intercompany Eliminations Consolidated
(Dollars in thousands)
Interest income $ 49,942  $ 103  $ $ —  $ (17) $ 50,030 
Interest expense 18,927  —  959  22  (17) 19,891 
Net interest income (expense) 31,015  103  (957) (22) —  30,139 
Provision for credit losses 1,997  —  —  —  —  1,997 
Net interest income (expense) after provision for credit losses 29,018  103  (957) (22) —  28,142 
Noninterest income 7,521  (1,129) 2,265  3,264  (4,087) 7,834 
Noninterest Expenses:
Salaries and employee benefits 9,823  —  4,678  1,988  —  16,489 
Other expenses 13,821  —  1,841  2,127  (4,087) 13,702 
Total noninterest expenses 23,644  —  6,519  4,115  (4,087) 30,191 
Income (loss) before income taxes 12,895  (1,026) (5,211) (873) —  5,785 
Income taxes 2,878  (229) (1,157) (209) —  1,283 
Net income (loss), before noncontrolling interest — 
Net income attributable to noncontrolling interest —  —  —  (20) —  (20)
Net income (loss) available to common shareholders $ 10,017  $ (797) $ (4,054) $ (684) $ —  $ 4,482 


13


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  $ $ $ (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  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), before noncontrolling interest 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 

Six Months Ended June 30, 2024 CoRe Banking Mortgage Banking Financial Holding Company Other Intercompany Eliminations Consolidated
(Dollars in thousands)
Interest income $ 95,980  $ 206  $ $ —  $ (34) $ 96,157 
Interest expense 36,562  —  1,881  39  (34) 38,448 
   Net interest income (expense) 59,418  206  (1,876) (39) —  57,709 
Provision for credit losses 2,251  —  —  —  —  2,251 
Net interest income (expense) after provision for credit losses 57,167  206  (1,876) (39) —  55,458 
Noninterest income 12,419  (644) 5,034  6,392  (8,225) 14,976 
Noninterest Expenses:
Salaries and employee benefits 19,182  —  9,151  4,105  —  32,438 
Other expenses 27,078  —  3,921  3,909  (8,225) 26,683 
   Total noninterest expenses 46,260  —  13,072  8,014  (8,225) 59,121 
Income (loss), before income taxes 23,326  (438) (9,914) (1,661) —  11,313 
Income taxes 5,316  (84) (2,173) (397) —  2,662 
Net income (loss), before noncontrolling interest 18,010  (354) (7,741) (1,264) —  8,651 
   Net income attributable to noncontrolling interest —  —  —  (80) —  (80)
Net income (loss) available to common shareholders $ 18,010  $ (354) $ (7,741) $ (1,344) $ —  $ 8,571 


14


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  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 tax expense - discontinued operations —  —  —  3,049  —  3,049 
Net income from discontinued operations —  —  —  8,782  —  8,782 
Net income (loss), before noncontrolling interest 21,843  698  (7,934) 4,611  —  19,218 
 Net loss attributable to noncontrolling interest —  —  —  236  —  236 
Net income (loss) available to common shareholders $ 21,843  $ 698  $ (7,934) $ 4,847  $ —  $ 19,454 




15


Average Balances and Interest Rates
(Unaudited) (Dollars in thousands)
Three Months Ended Three Months Ended Three Months Ended
June 30, 2024 March 31, 2024 June 30, 2023
Average
Balance
Interest
Income/
Expense
Yield/
Cost
Average
Balance
Interest
Income/
Expense
Yield/
Cost
Average
Balance
Interest
Income/
Expense
Yield/
Cost
Assets
Interest-bearing balances with banks $ 380,278  $ 5,065  5.36  % $ 549,894  $ 7,341  5.37  % $ 444,600  $ 5,542  5.00  %
Investment securities:
     Taxable 252,963  1,905  3.03  246,091  1,743  2.85  220,687  1,229  2.23 
     Tax-exempt 1
102,785  684  2.68  106,309  887  3.36  123,497  1,147  3.73 
Loans and loans held-for-sale: 2
     Commercial 1,597,359  30,824  7.76  1,626,286  32,152  7.95  1,635,438  30,534  7.49 
     Tax-exempt 1
3,261  35  4.32  3,373  37  4.41  3,822  42  4.41 
     Real estate 563,011  6,391  4.57  576,148  6,612  4.62  593,767  5,691  3.84 
     Consumer 73,531  1,374  7.52  77,300  1,452  7.55  128,113  3,096  9.69 
Total loans 2,237,162  38,624  6.94  2,283,107  40,253  7.09  2,361,140  39,363  6.69 
Total earning assets 2,973,188  46,278  6.26  3,185,401  50,224  6.34  3,149,924  47,281  6.02 
Less: Allowance for credit losses (22,596) (22,258) (35,143)
Cash and due from banks 4,528  5,405  5,756 
Other assets 305,644  335,029  289,161 
     Total assets $ 3,260,764  $ 3,503,577  $ 3,409,698 
Liabilities
Deposits:
     NOW $ 465,587  $ 4,139  3.58  % $ 555,530  $ 4,929  3.57  % $ 682,277  $ 4,816  2.83  %
     Money market checking 400,205  3,337  3.35  408,764  3,759  3.70  615,962  2,439  1.59 
     Savings 112,225  944  3.38  163,611  1,640  4.03  72,289  351  1.95 
     IRAs 7,948  81  4.10  7,762  74  3.83  6,401  45  2.82 
     CDs 731,337  9,130  5.02  674,611  8,529  5.08  662,753  8,799  5.33 
Repurchase agreements and federal funds sold 3,459  0.47  2,951  —  —  5,428  —  — 
FHLB and other borrowings —  —  —  44  9.14  158  —  — 
Senior term loan 3
2,736  114  16.76  6,736  150  8.96  9,351  198  8.49 
Subordinated debt 73,629  808  4.41  73,571  809  4.42  73,382  801  4.38 
     Total interest-bearing liabilities 1,797,126  18,557  4.15  1,893,580  19,891  4.22  2,128,001  17,449  3.29 
Noninterest-bearing demand deposits 1,139,070  1,279,194  971,436 
Other liabilities 36,101  42,017  38,842 
     Total liabilities 2,972,297  3,214,791  3,138,279 
Stockholders’ equity
Common stock 13,731  13,659  13,533 
Paid-in capital 162,518  161,532  158,601 
Treasury stock (16,741) (16,741) (16,741)
Retained earnings 161,709  160,933  148,600 
Accumulated other comprehensive loss (32,299) (30,559) (32,714)
     Total stockholders’ equity attributable to parent 288,918  288,824  271,279 
Noncontrolling interest (451) (38) 140 
     Total stockholders’ equity 288,467  288,786  271,419 
     Total liabilities and stockholders’ equity $ 3,260,764  $ 3,503,577  $ 3,409,698 
Net interest spread (tax-equivalent) 2.11  % 2.12  % 2.73  %
Net interest income and margin (tax-equivalent)1
$ 27,721  3.75  % $ 30,333  3.83  % $ 29,832  3.80  %
Less: Tax-equivalent adjustments $ (151) $ (194) $ (250)
Net interest spread 2.09  % 2.10  % 2.70  %
Net interest income and margin $ 27,570  3.73  % $ 30,139  3.81  % $ 29,582  3.77  %
1In 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-U.S. GAAP financial measure. See the reconciliation of this non-U.S. GAAP financial measure to its most directly comparable GAAP financial measure included in the tables on page 19.
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.



16



Six Months Ended Six Months Ended
June 30, 2024 June 30, 2023
Average
Balance
Interest
Income/
Expense
Yield/
Cost
Average
Balance
Interest
Income/
Expense
Yield/
Cost
Assets
Interest-bearing balances with banks $ 465,086  $ 12,406  5.36  % $ 365,291  $ 8,695  4.80  %
Investment securities:
     Taxable 249,527  3,648  2.94  228,587  3,077  2.71 
     Tax-exempt 1
104,547  1,570  3.02  130,609  2,456  3.79 
Loans and loans held-for-sale: 2
     Commercial 1,611,822  62,975  7.86  1,628,015  59,065  7.32 
     Tax-exempt 1
3,317  72  4.37  3,882  85  4.42 
     Real estate 569,579  13,004  4.59  607,501  11,992  3.98 
     Consumer 75,416  2,827  7.54  132,804  6,959  10.57 
Total loans 2,260,134  78,878  7.02  2,372,202  78,101  6.64 
Total earning assets 3,079,294  96,502  6.30  3,096,689  92,329  6.01 
Less: Allowance for credit losses (22,427) (32,653)
Cash and due from banks 4,967  3,015 
Other assets 320,338  314,279 
     Total assets $ 3,382,172  $ 3,381,330 
Liabilities
Deposits:
     NOW $ 510,558  $ 9,068  3.57  % $ 739,273  $ 9,478  2.59  %
     Money market checking 404,484  7,096  3.53  413,718  3,367  1.64 
     Savings 137,918  2,585  3.77  82,735  991  2.42 
     IRAs 7,856  155  3.97  6,276  72  2.31 
     CDs 702,974  17,657  5.05  525,213  12,695  4.87 
Repurchase agreements and federal funds sold 3,205  0.31  6,514  —  — 
FHLB and other borrowings 22  9.14  35,347  888  5.07 
Senior term loan 3
4,736  264  11.21  9,557  392  8.27 
Subordinated debt 73,600  1,617  4.42  73,350  1,600  4.40 
     Total interest-bearing liabilities 1,845,353  38,448  4.19  1,891,983  29,483  3.14 
Noninterest-bearing demand deposits 1,209,132  1,174,965 
Other liabilities 39,059  37,969 
     Total liabilities 3,093,544  3,104,917 
Stockholders’ equity
Common stock 13,695  13,502 
Paid-in capital 162,025  156,009 
Treasury stock (16,741) (16,741)
Retained earnings 161,322  157,464 
Accumulated other comprehensive income loss (31,429) (34,022)
     Total stockholders’ equity attributable to parent 288,872  276,212 
Noncontrolling interest (244) 201 
     Total stockholders’ equity 288,628  276,413 
     Total liabilities and stockholders’ equity $ 3,382,172  $ 3,381,330 
Net interest spread (tax-equivalent) 2.11  % 2.87  %
Net interest income and margin (tax-equivalent)1
$ 58,054  3.79  % $ 62,846  4.09  %
Less: Tax-equivalent adjustments $ (345) $ (535)
Net interest spread 2.09  % 2.84  %
Net interest income and margin $ 57,709  3.77  % $ 62,311  4.06  %
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-U.S. GAAP financial measure. See the reconciliation of this non-U.S. GAAP financial measure to its most directly comparable GAAP financial measure included in the tables on page 19.
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.




17


Selected Financial Data
(Unaudited) (Dollars in thousands, except per share data)
Quarterly Year-to-Date
2024 2024 2023 2024 2023
Second Quarter First Quarter Second Quarter
Earnings and Per Share Data:
Net income $ 4,089  $ 4,482  $ 8,112  $ 8,571  $ 19,454 
Earnings per share from continuing operations - basic $ 0.32  $ 0.35  $ 0.64  $ 0.67  $ 0.84 
Earnings per share from discontinued operations - basic $ —  $ —  $ —  $ —  $ 0.69 
Earnings per share - basic $ 0.32  $ 0.35  $ 0.64  $ 0.67  $ 1.54 
Earnings per share from continuing operations - diluted $ 0.31  $ 0.34  $ 0.63  $ 0.66  $ 0.82 
Earnings per share from discontinued operations - diluted $ —  $ —  $ —  $ —  $ 0.68 
Earnings per share - diluted $ 0.31  $ 0.34  $ 0.63  $ 0.66  $ 1.50 
Cash dividends paid per common share $ 0.17  $ 0.17  $ 0.17  $ 0.34  $ 0.34 
Book value per common share $ 22.94  $ 22.73  $ 21.57  $ 22.94  $ 21.57 
Tangible book value per common share 1
$ 22.70  $ 22.48  $ 21.31  $ 22.70  $ 21.31 
Weighted-average shares outstanding - basic 12,883,426  12,810,956  12,689,669  12,847,191  12,656,698 
Weighted-average shares outstanding - diluted 13,045,660  13,119,292  12,915,294  13,058,791  12,959,725 
Performance Ratios:
Return on average assets 2
0.5  % 0.5  % 1.0  % 0.5  % 1.2  %
Return on average equity 2
5.7  % 6.2  % 12.0  % 5.9  % 14.1  %
Net interest margin 3 4
3.75  % 3.83  % 3.80  % 3.79  % 4.09  %
Efficiency ratio 5
83.3  % 79.5  % 84.1  % 81.3  % 70.9  %
Overhead ratio 2 6
3.5  % 3.4  % 3.6  % 3.5  % 3.5  %
Equity to assets 9.0  % 8.2  % 8.2  % 9.0  % 8.2  %
Asset Quality Data and Ratios:
Charge-offs $ 1,538  $ 2,150  $ 3,700  $ 3,688  $ 8,547 
Recoveries $ 688  $ 835  $ 2,468  $ 1,523  $ 5,637 
Net loan charge-offs to total loans 2 7
0.2  % 0.2  % 0.2  % 0.2  % 0.3  %
Allowance for credit losses $ 22,084  $ 22,084  $ 30,294  $ 22,084  $ 30,294 
Allowance for credit losses to total loans 8
1.00  % 1.01  % 1.31  % 1.31  % 1.00  % 1.31  %
Nonperforming loans $ 23,099  $ 7,546  $ 13,646  $ 23,099  $ 13,646 
Nonperforming loans to total loans 1.0  % 0.3  % 0.6  % 1.0  % 0.6  %
Mortgage Company Equity Method Investees Production Data9:
Mortgage pipeline $ 927,875  $ 790,771  $ 748,756  $ 927,875  $ 748,756 
Loans originated $ 1,383,405  $ 1,050,089  $ 1,167,596  $ 2,433,494  $ 2,167,711 
Loans closed $ 828,849  $ 653,306  $ 820,665  $ 1,482,155  $ 1,495,882 
Loans sold $ 639,035  $ 916,115  $ 786,469  $ 1,555,150  $ 1,221,723 
1 Common equity less total goodwill and intangibles per common share, a non-U.S. GAAP measure. See the reconciliation of this non-U.S. GAAP financial measure to its most directly comparable GAAP financial measure included in the tables on page 19.
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-U.S. 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.

18





Non-U.S. GAAP Reconciliation: Net Interest Margin on a Fully 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, 2024 March 31, 2024 June 30, 2023 June 30, 2024 June 30, 2023
Net interest margin - U.S. GAAP basis
Net interest income $ 27,570  $ 30,139  $ 29,582  $ 57,709  $ 62,311 
Average interest-earning assets $ 2,973,188  $ 3,185,401  $ 3,149,924  3,079,294  3,096,689 
Net interest margin 3.73  % 3.81  % 3.77  % 3.77  % 4.06  %
Net interest margin - non-U.S. GAAP basis
Net interest income $ 27,570  $ 30,139  $ 29,582  $ 57,709  $ 62,311 
Impact of fully tax-equivalent adjustment 151  194  250  345  535 
Net interest income on a fully tax-equivalent basis $ 27,721  $ 30,333  $ 29,832  58,054  62,846 
Average interest-earning assets $ 2,973,188  $ 3,185,401  $ 3,149,924  $ 3,079,294  $ 3,096,689 
Net interest margin on a fully tax-equivalent basis 3.75  % 3.83  % 3.80  % 3.79  % 4.09  %

Non-U.S. GAAP Reconciliation: Tangible Book Value per Common Share and Tangible Common Equity Ratio
(Unaudited) (Dollars in thousands, except per share data)
June 30, 2024 March 31, 2024 June 30, 2023
Tangible Book Value per Common Share
Goodwill $ 2,838  $ 2,838  $ 2,838 
Intangibles 307  330  397 
Total intangibles $ 3,145  3,168  3,235 
Total equity attributable to parent $ 296,625  291,850  274,349 
Less: Total intangibles (3,145) (3,168) (3,235)
Tangible common equity $ 293,480  $ 288,682  $ 271,114 
Tangible common equity $ 293,480  $ 288,682  $ 271,114 
Common shares outstanding (000s) 12,928  12,841  12,720 
Tangible book value per common share $ 22.70  $ 22.48  $ 21.31 
Tangible Common Equity Ratio
Total assets $ 3,288,004  $ 3,547,390  $ 3,351,847 
Less: Total intangibles (3,145) (3,168) (3,235)
Tangible assets $ 3,284,859  $ 3,544,222  $ 3,348,612 
Tangible assets $ 3,284,859  $ 3,544,222  $ 3,348,612 
Tangible common equity $ 293,480  $ 288,682  $ 271,114 
Tangible common equity ratio 8.9  % 8.1  % 8.1  %

###

19