United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2016
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
Commission File number 000-50567
MVB Financial Corp.
(Exact name of registrant as specified in its charter)
|
West Virginia |
20-0034461 |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
301 Virginia Avenue
Fairmont, West Virginia 26554-2777
(Address of principal executive offices)
304-363-4800
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address, and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant has (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [ X ] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [ X ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):
Large accelerated filer
Accelerated filer [ X ]
Non-accelerated filer
Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)
Yes [ ] No [ X ]
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
As of August 8, 2016, the Registrant had 8,078,000 shares of common stock outstanding with a par value of $1.00 per share.
MVB Financial Corp.
Table of Contents
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The unaudited interim consolidated financial statements of MVB Financial Corp. (“the Company” or “MVB”) and subsidiaries (“Subsidiaries”) including MVB Bank, Inc. (the “Bank” or “MVB Bank”) and its wholly-owned subsidiary Potomac Mortgage Group, Inc., which does business as MVB Mortgage (“MVB Mortgage”) and MVB Insurance, LLC (“MVB Insurance”) listed below are included on pages 3-40 of this report. |
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Consolidated Balance Sheets as of June 30, 2016 and December 31, 2015 |
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Consolidated Statements of Income for the Six Months and Three Months ended June 30, 2016 and 2015 |
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Consolidated Statements of Cash Flows for the Six Months ended June 30, 2016 and 2015 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations are included on pages 41-59 of this report. |
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Unregistered Sales of Equity Securities and Use of Proceeds. |
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2
MVB Financial Corp. and Subsidiaries
(Unaudited) (Dollars in thousands)
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June 30, |
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December 31, |
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2016 |
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2015 |
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(Unaudited) |
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(Note 1) |
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ASSETS |
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Cash and cash equivalents: |
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Cash and due from banks |
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$ |
10,564 |
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$ |
14,302 |
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Interest bearing balances with banks |
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18,198 |
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14,831 |
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Total cash and cash equivalents |
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28,762 |
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29,133 |
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Certificates of deposit with other banks |
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13,150 |
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13,150 |
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Investment Securities: |
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Securities available-for-sale |
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138,844 |
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70,256 |
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Securities held-to-maturity (fair value of $0 for 2016 and $54,470 for 2015) |
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— |
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52,859 |
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Loans held for sale |
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131,671 |
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102,623 |
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Loans: |
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1,087,506 |
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1,032,170 |
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Less: Allowance for loan losses |
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(9,091) |
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(8,006) |
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Net Loans |
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1,078,415 |
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1,024,164 |
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Premises and equipment |
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25,846 |
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26,275 |
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Bank owned life insurance |
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22,651 |
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22,332 |
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Accrued interest receivable and other assets |
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27,143 |
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25,204 |
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Goodwill |
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18,480 |
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18,480 |
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TOTAL ASSETS |
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$ |
1,484,962 |
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$ |
1,384,476 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Deposits: |
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Noninterest bearing |
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$ |
96,351 |
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$ |
80,423 |
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Interest bearing |
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970,891 |
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931,891 |
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Total deposits |
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1,067,242 |
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1,012,314 |
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Accrued interest payable and other liabilities |
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21,121 |
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13,291 |
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Repurchase agreements |
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26,048 |
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27,437 |
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FHLB and other borrowings |
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213,008 |
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183,198 |
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Subordinated debt |
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33,524 |
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33,524 |
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Total liabilities |
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1,360,943 |
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1,269,764 |
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STOCKHOLDERS’ EQUITY |
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Preferred stock, par value $1,000; 20,000 authorized and 9,283 issued in 2016 and 2015, respectively (See Footnote 7) |
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16,334 |
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16,334 |
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Common stock, par value $1; 20,000,000 shares authorized; 8,129,077 and 8,112,998 issued; and 8,078,000 and 8,061,921 outstanding in 2016 and 2015, respectively |
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8,129 |
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8,113 |
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Additional paid-in capital |
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74,472 |
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74,228 |
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Retained earnings |
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27,526 |
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20,054 |
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Accumulated other comprehensive loss |
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(1,358) |
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(2,933) |
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Treasury Stock, 51,077 shares, at cost |
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(1,084) |
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(1,084) |
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Total stockholders’ equity |
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124,019 |
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114,712 |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
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$ |
1,484,962 |
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$ |
1,384,476 |
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See accompanying notes to unaudited consolidated financial statements.
3
MVB Financial Corp. and Subsidiaries
Consolidated Statements of Income
(Unaudited) (Dollars in thousands except per share data)
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Six months ended |
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Three months ended |
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June 30, |
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June 30, |
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2016 |
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2015 |
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2016 |
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2015 |
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INTEREST INCOME |
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Interest and fees on loans |
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$ |
25,018 |
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$ |
18,603 |
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$ |
12,587 |
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$ |
9,839 |
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Interest on deposits with other banks |
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170 |
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127 |
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82 |
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63 |
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Interest on investment securities - taxable |
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642 |
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461 |
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332 |
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222 |
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Interest on tax exempt loans and securities |
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1,132 |
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1,141 |
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579 |
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570 |
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Total interest income |
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26,962 |
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20,332 |
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13,580 |
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10,694 |
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INTEREST EXPENSE |
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Interest on deposits |
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3,837 |
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2,889 |
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1,949 |
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1,522 |
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Interest on repurchase agreements |
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38 |
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44 |
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17 |
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20 |
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Interest on FHLB and other borrowings |
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545 |
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334 |
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319 |
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177 |
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Interest on subordinated debt |
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1,105 |
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1,092 |
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553 |
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549 |
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Total interest expense |
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5,525 |
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4,359 |
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2,838 |
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2,268 |
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NET INTEREST INCOME |
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21,437 |
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15,973 |
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10,742 |
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8,426 |
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Provision for loan losses |
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1,900 |
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1,220 |
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1,275 |
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561 |
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Net interest income after provision for loan losses |
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19,537 |
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14,753 |
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9,467 |
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7,865 |
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NONINTEREST INCOME |
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Service charges on deposit accounts |
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358 |
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296 |
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185 |
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164 |
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Income on bank owned life insurance |
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319 |
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332 |
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158 |
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165 |
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Visa debit card and interchange income |
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601 |
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440 |
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309 |
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231 |
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Mortgage fee income |
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16,182 |
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14,926 |
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9,397 |
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8,617 |
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Gain on sale of portfolio loans |
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600 |
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800 |
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451 |
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454 |
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Insurance and investment services income |
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175 |
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178 |
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122 |
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107 |
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Gain on sale of securities |
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603 |
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126 |
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222 |
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5 |
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Gain on derivatives |
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1,432 |
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2,106 |
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1,031 |
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(143) |
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Other operating income |
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343 |
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215 |
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126 |
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47 |
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Total noninterest income |
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20,613 |
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19,419 |
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12,001 |
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9,647 |
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NONINTEREST EXPENSES |
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Salary and employee benefits |
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22,044 |
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18,140 |
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11,735 |
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9,292 |
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Occupancy expense |
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1,839 |
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1,622 |
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901 |
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812 |
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Equipment depreciation and maintenance |
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1,146 |
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939 |
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586 |
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470 |
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Data processing and communications |
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2,381 |
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1,819 |
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1,256 |
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920 |
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Mortgage processing |
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1,654 |
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1,536 |
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793 |
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790 |
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Marketing, contributions and sponsorships |
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647 |
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681 |
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350 |
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350 |
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Professional fees |
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1,543 |
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1,277 |
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|
838 |
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617 |
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Printing, postage and supplies |
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417 |
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347 |
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202 |
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165 |
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Insurance, tax and assessment expense |
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732 |
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809 |
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359 |
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399 |
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Travel, entertainment, dues and subscriptions |
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819 |
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696 |
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|
451 |
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|
402 |
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Other operating expenses |
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|
434 |
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|
561 |
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|
285 |
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328 |
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Total noninterest expense |
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33,656 |
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28,427 |
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17,756 |
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14,545 |
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Income from continuing operations, before income taxes |
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6,494 |
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5,745 |
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3,712 |
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2,967 |
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Income tax expense - continuing operations |
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2,134 |
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1,906 |
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|
1,254 |
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|
888 |
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Net Income from continuing operations |
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4,360 |
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3,839 |
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2,458 |
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|
2,079 |
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Income from discontinued operations, before income taxes |
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6,346 |
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275 |
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6,516 |
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(279) |
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Income tax expense - discontinued operations |
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2,411 |
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106 |
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2,475 |
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(105) |
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Net Income from discontinued operations |
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3,935 |
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|
169 |
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|
4,041 |
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(174) |
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Net Income |
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$ |
8,295 |
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$ |
4,008 |
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$ |
6,499 |
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$ |
1,905 |
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Preferred dividends |
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500 |
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|
285 |
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|
314 |
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|
143 |
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Net Income available to common shareholders |
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$ |
7,795 |
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$ |
3,723 |
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$ |
6,185 |
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$ |
1,762 |
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Earnings per share from continuing operations - basic |
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$ |
0.48 |
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$ |
0.45 |
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$ |
0.27 |
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$ |
0.24 |
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Earnings per share from discontinued operations - basic |
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$ |
0.49 |
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$ |
0.02 |
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$ |
0.50 |
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$ |
(0.02) |
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Earnings per common shareholder - basic |
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$ |
0.97 |
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$ |
0.47 |
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$ |
0.77 |
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$ |
0.22 |
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Earnings per share from continuing operations - diluted |
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$ |
0.45 |
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$ |
0.43 |
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$ |
0.25 |
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$ |
0.23 |
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Earnings per share from discontinued operations - diluted |
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$ |
0.40 |
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$ |
0.02 |
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$ |
0.38 |
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$ |
(0.02) |
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Earnings per common shareholder - diluted |
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$ |
0.85 |
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$ |
0.45 |
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$ |
0.63 |
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$ |
0.21 |
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Cash dividends declared |
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$ |
0.04 |
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$ |
0.04 |
|
$ |
0.02 |
|
$ |
0.04 |
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|
Weighted average shares outstanding - basic |
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|
8,070,082 |
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|
7,987,333 |
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|
8,078,000 |
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|
7,987,333 |
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Weighted average shares outstanding - diluted |
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|
9,925,573 |
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|
9,933,614 |
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|
10,433,120 |
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|
9,934,355 |
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See accompanying notes to unaudited consolidated financial statements.
4
MVB Financial Corp. and Subsidiaries
Consolidated Statements of Comprehensive Income
(Unaudited) (Dollars in thousands)
|
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|
Six months ended |
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Three months ended |
|
||||||||
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|
June 30, |
|
June 30, |
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||||||||
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|
2016 |
|
2015 |
|
2016 |
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2015 |
|
||||
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|
|
Net Income |
|
$ |
8,295 |
|
$ |
4,008 |
|
$ |
6,499 |
|
$ |
1,905 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains during the year |
|
|
2,220 |
|
|
114 |
|
|
1,802 |
|
|
(425) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains during the year related to reclassified held-to-maturity securities |
|
|
1,825 |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax effect |
|
|
(1,618) |
|
|
(44) |
|
|
(721) |
|
|
170 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification adjustment for gain recognized in income |
|
|
(334) |
|
|
(126) |
|
|
(222) |
|
|
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification adjustment for gain recognized in income related to reclassified held-to-maturity securities |
|
|
(269) |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax effect |
|
|
241 |
|
|
50 |
|
|
89 |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in defined benefit pension plan |
|
|
(817) |
|
|
527 |
|
|
(300) |
|
|
800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax effect |
|
|
327 |
|
|
(211) |
|
|
120 |
|
|
(320) |
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
Total other comprehensive income |
|
|
1,575 |
|
|
310 |
|
|
768 |
|
|
222 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
9,870 |
|
$ |
4,318 |
|
$ |
7,267 |
|
$ |
2,127 |
|
See accompanying notes to unaudited consolidated financial statements.
5
MVB Financial Corp. and Subsidiaries
Consolidated Statements of Changes in Stockholders’ Equity
(Unaudited) (Dollars in thousands except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
Other |
|
|
|
|
Total |
|
||
|
|
|
Preferred |
|
Common |
|
|
Paid-in |
|
Retained |
|
Comprehensive |
|
Treasury |
|
Stockholders’ |
|
||||||
|
|
|
Stock |
|
Stock |
|
|
Capital |
|
Earnings |
|
(Loss) |
|
Stock |
|
Equity |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2014 |
|
$ |
16,334 |
|
$ |
8,034 |
|
$ |
74,342 |
|
$ |
14,454 |
|
$ |
(2,642) |
|
$ |
(1,084) |
|
$ |
109,438 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
|
— |
|
|
— |
|
|
— |
|
|
4,008 |
|
|
— |
|
|
— |
|
|
4,008 |
|
|
Other comprehensive income |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
310 |
|
|
— |
|
|
310 |
|
|
Cash dividends paid ($0.04 per share) |
|
|
— |
|
|
— |
|
|
— |
|
|
(319) |
|
|
— |
|
|
— |
|
|
(319) |
|
|
Dividends on preferred stock (See Footnote 7) |
|
|
— |
|
|
— |
|
|
— |
|
|
(285) |
|
|
— |
|
|
— |
|
|
(285) |
|
|
Stock based compensation |
|
|
— |
|
|
— |
|
|
203 |
|
|
— |
|
|
— |
|
|
— |
|
|
203 |
|
|
Common stock options exercised |
|
|
— |
|
|
14 |
|
|
(95) |
|
|
— |
|
|
— |
|
|
— |
|
|
(81) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance June 30, 2015 |
|
$ |
16,334 |
|
$ |
8,048 |
|
$ |
74,450 |
|
$ |
17,858 |
|
$ |
(2,332) |
|
$ |
(1,084) |
|
$ |
113,274 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2015 |
|
$ |
16,334 |
|
$ |
8,113 |
|
$ |
74,228 |
|
$ |
20,054 |
|
$ |
(2,933) |
|
$ |
(1,084) |
|
$ |
114,712 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
|
— |
|
|
— |
|
|
— |
|
|
8,295 |
|
|
— |
|
|
— |
|
|
8,295 |
|
|
Other comprehensive income |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,575 |
|
|
— |
|
|
1,575 |
|
|
Cash dividends paid ($0.04 per share) |
|
|
— |
|
|
— |
|
|
— |
|
|
(323) |
|
|
— |
|
|
— |
|
|
(323) |
|
|
Dividends on preferred stock (See Footnote 7) |
|
|
— |
|
|
— |
|
|
— |
|
|
(500) |
|
|
— |
|
|
— |
|
|
(500) |
|
|
Stock based compensation |
|
|
— |
|
|
— |
|
|
268 |
|
|
— |
|
|
— |
|
|
— |
|
|
268 |
|
|
Common stock options exercised |
|
|
— |
|
|
16 |
|
|
(24) |
|
|
— |
|
|
— |
|
|
— |
|
|
(8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance June 30, 2016 |
|
$ |
16,334 |
|
$ |
8,129 |
|
$ |
74,472 |
|
$ |
27,526 |
|
$ |
(1,358) |
|
$ |
(1,084) |
|
$ |
124,019 |
|
See accompanying notes to unaudited consolidated financial statements.
6
MVB Financial Corp. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited) (Dollars in thousands)
|
|
|
Six months ended |
|
||||
|
|
|
June 30, |
|
June 30, |
|
||
|
|
|
2016 |
|
2015 |
|
||
|
OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
Net Income |
|
$ |
8,295 |
|
$ |
4,008 |
|
|
Adjustments to reconcile net income to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Net amortization and accretion of investments |
|
|
395 |
|
|
387 |
|
|
Net amortization of deferred loan fees |
|
|
1 |
|
|
(4) |
|
|
Provision for loan losses |
|
|
1,900 |
|
|
1,220 |
|
|
Depreciation and amortization |
|
|
1,665 |
|
|
932 |
|
|
Stock based compensation |
|
|
268 |
|
|
203 |
|
|
Loans originated for sale |
|
|
(757,377) |
|
|
(708,970) |
|
|
Proceeds of loans sold |
|
|
744,511 |
|
|
677,116 |
|
|
Mortgage fee income |
|
|
(16,182) |
|
|
(14,926) |
|
|
Gain on sale of securities |
|
|
(605) |
|
|
(126) |
|
|
Loss on sale of securities |
|
|
2 |
|
|
— |
|
|
Gain on sale of portfolio loans |
|
|
(600) |
|
|
(800) |
|
|
Gain on sale of subsidiary |
|
|
(6,926) |
|
|
— |
|
|
Income on bank owned life insurance |
|
|
(319) |
|
|
(332) |
|
|
Deferred taxes |
|
|
(656) |
|
|
254 |
|
|
Other, net |
|
|
5,364 |
|
|
(195) |
|
|
Net cash used in operating activities |
|
|
(20,264) |
|
|
(41,233) |
|
|
INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
Purchases of investment securities available-for-sale |
|
|
(61,072) |
|
|
(22,733) |
|
|
Maturities/paydowns of investment securities available-for-sale |
|
|
9,065 |
|
|
13,521 |
|