form10q-117440_mvb.htm
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, 2011
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 333-120931
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
(Issuer’s telephone number)
Not Applicable
(Former name, address, and fiscal year, if changed since last report)
Indicate by check mark whether the registrant has (1) 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
Non-accelerated filer (Do not check if a smaller reporting company)
Smaller reporting company [x]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes[ ] No[x]
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:
As of August 8, 2011, the number of shares outstanding of the issuer’s only class of common stock was 2,234,767.
The unaudited interim consolidated financial statements of MVB Financial Corp. and Subsidiaries (MVB or “the Company”) listed below are included on pages 2-18 of this report.
Consolidated Balance Sheets at June 30, 2010 and
December 31, 2010
Consolidated Statements of Income for the Six and Three Months ended
June 30, 2011 and 2010
Consolidated Statements of Cash Flows for the Six Months ended
June 30, 2011 and 2010
Notes to Consolidated Financial Statements
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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 is included on pages 19-30 of this report.
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|
Quantitative and Qualitative Disclosures About Market Risk.
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|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
|
Defaults Upon Senior Securities
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Part I. Financial Information
Item 1. Financial Statements
MVB Financial Corp. and Subsidiaries
Consolidated Balance Sheets
(Dollars in thousands, except Share and Per Share Data)
|
|
June 30
|
|
|
December 31
|
|
|
|
2011
|
|
|
2010
|
|
|
|
(Unaudited)
|
|
|
(Note 1)
|
|
Assets
|
|
|
|
|
|
|
Cash and due from banks
|
|
$ |
18,213 |
|
|
$ |
3,713 |
|
Interest bearing balances – FHLB
|
|
|
4,313 |
|
|
|
10,091 |
|
Certificates of deposits in other banks
|
|
|
- |
|
|
|
17,734 |
|
Investment securities:
|
|
|
|
|
|
|
|
|
Securities held-to-maturity, at cost
|
|
|
6,226 |
|
|
|
7,460 |
|
Securities available-for-sale, at fair market value
|
|
|
75,900 |
|
|
|
61,824 |
|
|
|
|
|
|
|
|
|
|
Loans:
|
|
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329,480 |
|
|
|
294,044 |
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Less: Allowance for loan losses
|
|
|
(2,646 |
) |
|
|
(2,478 |
) |
Net loans
|
|
|
326,834 |
|
|
|
291,566 |
|
Loans held for sale
|
|
|
2,042 |
|
|
|
1,839 |
|
Bank premises, furniture and equipment, net
|
|
|
7,536 |
|
|
|
7,579 |
|
Accrued interest receivable and other assets
|
|
|
13,297 |
|
|
|
12,461 |
|
Total assets
|
|
$ |
454,361 |
|
|
$ |
414,267 |
|
Liabilities
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
|
|
|
|
|
|
Non-interest bearing
|
|
$ |
34,635 |
|
|
$ |
28,449 |
|
Interest bearing
|
|
|
314,292 |
|
|
|
271,985 |
|
Total deposits
|
|
|
348,927 |
|
|
|
300,434 |
|
|
|
|
|
|
|
|
|
|
Accrued interest, taxes and other liabilities
|
|
|
2,335 |
|
|
|
2,703 |
|
Repurchase agreements
|
|
|
50,222 |
|
|
|
47,623 |
|
Federal Home Loan Bank and other borrowings
|
|
|
9,879 |
|
|
|
28,614 |
|
Long-term debt
|
|
|
4,124 |
|
|
|
4,124 |
|
Total liabilities
|
|
|
415,487 |
|
|
|
383,498 |
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity
|
|
|
|
|
|
|
|
|
Preferred stock, $1,000 par value, 5,000 shares authorized; none issued
|
|
|
– |
|
|
|
– |
|
Common stock, $1 par value, 4,000,000 authorized, 2,234,767 and 1,802,391 issued
|
|
|
2,235 |
|
|
|
1,802 |
|
Additional paid-in capital |
|
|
32,543 |
|
|
|
23,864 |
|
Common stock paid for but not issued, par value $1; 90,560 shares
|
|
|
- |
|
|
|
1,729 |
|
Treasury stock, 47,218 and 47,218 shares, respectively
|
|
|
(1,006 |
) |
|
|
(1,006 |
) |
Retained earnings
|
|
|
5,119 |
|
|
|
4,643 |
|
Accumulated other comprehensive (loss)
|
|
|
(17 |
) |
|
|
(263 |
) |
Total stockholders’ equity
|
|
|
38,874 |
|
|
|
30,769 |
|
Total liabilities and stockholders’ equity
|
|
$ |
454,361 |
|
|
$ |
414,267 |
|
See accompanying notes to unaudited financial statements
MVB Financial Corp. and Subsidiaries
Consolidated Statements of Income
(Unaudited) (Dollars in Thousands except Share and Per Share Data)
|
|
Six Months Ended
|
|
|
Three Months Ended
|
|
|
|
June 30
|
|
|
June 30
|
|
|
|
2011
|
|
|
2010
|
|
|
2011
|
|
|
2010
|
|
Interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and fees on loans
|
|
$ |
7,737 |
|
|
$ |
6,346 |
|
|
$ |
3,987 |
|
|
$ |
3,254 |
|
Interest on deposits with other banks
|
|
|
49 |
|
|
|
386 |
|
|
|
13 |
|
|
|
178 |
|
Interest on investment securities – taxable
|
|
|
708 |
|
|
|
670 |
|
|
|
364 |
|
|
|
367 |
|
Interest on tax exempt loans and securities
|
|
|
414 |
|
|
|
362 |
|
|
|
206 |
|
|
|
184 |
|
Total interest income
|
|
|
8,908 |
|
|
|
7,764 |
|
|
|
4,570 |
|
|
|
3,983 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
1,940 |
|
|
|
2,274 |
|
|
|
985 |
|
|
|
1,149 |
|
Repurchase agreements
|
|
|
233 |
|
|
|
223 |
|
|
|
124 |
|
|
|
122 |
|
FHLB and other borrowings
|
|
|
235 |
|
|
|
262 |
|
|
|
114 |
|
|
|
131 |
|
Long-term debt
|
|
|
40 |
|
|
|
39 |
|
|
|
20 |
|
|
|
20 |
|
Total interest expense
|
|
|
2,448 |
|
|
|
2,798 |
|
|
|
1,243 |
|
|
|
1,422 |
|
Net interest income
|
|
|
6,460 |
|
|
|
4,966 |
|
|
|
3,327 |
|
|
|
2,561 |
|
Provision for loan losses
|
|
|
630 |
|
|
|
520 |
|
|
|
330 |
|
|
|
240 |
|
Net interest income after
provision for loan losses
|
|
|
5,830 |
|
|
|
4,446 |
|
|
|
2,997 |
|
|
|
2,321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service charges on deposit accounts
|
|
|
293 |
|
|
|
355 |
|
|
|
163 |
|
|
|
183 |
|
Income on bank owned life insurance
|
|
|
128 |
|
|
|
129 |
|
|
|
81 |
|
|
|
65 |
|
Visa debit card income
|
|
|
203 |
|
|
|
170 |
|
|
|
107 |
|
|
|
91 |
|
Income on loans held for sale
|
|
|
273 |
|
|
|
202 |
|
|
|
180 |
|
|
|
113 |
|
Other operating income
|
|
|
231 |
|
|
|
216 |
|
|
|
126 |
|
|
|
99 |
|
Gain on sale of securities
|
|
|
356 |
|
|
|
56 |
|
|
|
207 |
|
|
|
9 |
|
Total other income
|
|
|
1,484 |
|
|
|
1,128 |
|
|
|
864 |
|
|
|
560 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salary and employee benefits
|
|
|
3,091 |
|
|
|
2,234 |
|
|
|
1,669 |
|
|
|
1,088 |
|
Occupancy expense
|
|
|
315 |
|
|
|
297 |
|
|
|
173 |
|
|
|
151 |
|
Equipment expense
|
|
|
287 |
|
|
|
223 |
|
|
|
161 |
|
|
|
117 |
|
Data processing
|
|
|
105 |
|
|
|
277 |
|
|
|
69 |
|
|
|
137 |
|
Visa debit card expense
|
|
|
161 |
|
|
|
139 |
|
|
|
84 |
|
|
|
74 |
|
Advertising
|
|
|
162 |
|
|
|
142 |
|
|
|
87 |
|
|
|
106 |
|
Legal and accounting fees
|
|
|
141 |
|
|
|
80 |
|
|
|
77 |
|
|
|
44 |
|
Printing, stationery and supplies
|
|
|
85 |
|
|
|
66 |
|
|
|
48 |
|
|
|
40 |
|
Consulting fees
|
|
|
199 |
|
|
|
55 |
|
|
|
107 |
|
|
|
55 |
|
FDIC insurance
|
|
|
243 |
|
|
|
266 |
|
|
|
124 |
|
|
|
129 |
|
Other taxes
|
|
|
86 |
|
|
|
93 |
|
|
|
37 |
|
|
|
48 |
|
Other operating expenses
|
|
|
626 |
|
|
|
457 |
|
|
|
352 |
|
|
|
208 |
|
Total other expense
|
|
|
5,501 |
|
|
|
4,329 |
|
|
|
2,988 |
|
|
|
2,197 |
|
Income before income taxes
|
|
|
1,813 |
|
|
|
1,245 |
|
|
|
873 |
|
|
|
684 |
|
Income tax expense
|
|
|
511 |
|
|
|
310 |
|
|
|
237 |
|
|
|
177 |
|
Net income
|
|
$ |
1,302 |
|
|
$ |
935 |
|
|
$ |
636 |
|
|
$ |
507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income per share
|
|
$ |
0.62 |
|
|
$ |
0.58 |
|
|
$ |
0.29 |
|
|
$ |
0.32 |
|
Diluted net income per share
|
|
$ |
0.61 |
|
|
$ |
0.57 |
|
|
$ |
0.29 |
|
|
$ |
0.31 |
|
Basic weighted average shares outstanding
|
|
|
2,110,474 |
|
|
|
1,602,307 |
|
|
|
2,187,549 |
|
|
|
1,599,982 |
|
Diluted weighted average shares outstanding
|
|
|
2,146,615 |
|
|
|
1,628,988 |
|
|
|
2,223,690 |
|
|
|
1,626,663 |
|
See accompanying notes to unaudited financial statements
MVB Financial Corp. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited) (Dollars in thousands)
|
|
Six Months Ended
|
|
|
June 30
|
|
|
|
2011
|
|
|
2010
|
|
Operating activities
|
|
|
|
|
|
|
Net income
|
|
$ |
1,302 |
|
|
$ |
935 |
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
Provision for loan losses
|
|
|
630 |
|
|
|
520 |
|
Deferred income tax expense/(benefit)
|
|
|
106 |
|
|
|
(253 |
) |
Depreciation
|
|
|
224 |
|
|
|
225 |
|
Stock based compensation
|
|
|
57 |
|
|
|
7 |
|
Loans originated for sale
|
|
|
(18,489 |
) |
|
|
(14,840 |
) |
Proceeds of loans sold
|
|
|
18,286 |
|
|
|
15,165 |
|
Proceeds from sale of other real estate owned
|
|
|
312 |
|
|
|
866 |
|
(Gain) on sale of other real estate owned
|
|
|
- |
|
|
|
(61 |
) |
(Gain) on sale of investment securities
|
|
|
(356 |
) |
|
|
(56 |
) |
Amortization, net of accretion
|
|
|
367 |
|
|
|
207 |
|
(Increase)/decrease in interest receivable and other assets
|
|
|
(217 |
) |
|
|
144 |
|
(Decrease)/increase in accrued interest, taxes, and other liabilities
|
|
|
(368 |
) |
|
|
514 |
|
Net cash provided by operating activities
|
|
|
1,854 |
|
|
|
3,373 |
|
Investing activities
|
|
|
|
|
|
|
|
|
(Increase) in loans made to customers
|
|
|
(35,898 |
) |
|
|
(31,897 |
) |
Purchases of premises and equipment
|
|
|
(181 |
) |
|
|
(79 |
) |
Decrease in interest bearing balances with banks, net
|
|
|
5,778 |
|
|
|
1,376 |
|
Purchases of certificates of deposit in other banks
|
|
|
- |
|
|
|
(16,321 |
) |
Maturities of certificates of deposit in other banks
|
|
|
17,734 |
|
|
|
28,460 |
|
Purchases of investment securities available-for-sale
|
|
|
(106,497 |
) |
|
|
(34,741 |
) |
Proceeds from sales, maturities and calls of securities
|
|
|
|
|
|
|
|
|
Available-for-sale
|
|
|
93,053 |
|
|
|
10,548 |
|
Proceeds from sales, maturities and calls of securities
|
|
|
|
|
|
|
|
|
held to maturity
|
|
|
1,000 |
|
|
|
474 |
|
Purchases of investment securities held-to-maturity
|
|
|
- |
|
|
|
(985 |
) |
Purchase of bank owned life insurance
|
|
|
(1,200 |
) |
|
|
- |
|
Net cash (used in) investing activities
|
|
|
(26,211 |
) |
|
|
(43,165 |
) |
Financing activities
|
|
|
|
|
|
|
|
|
Net increase in deposits
|
|
|
48,493 |
|
|
|
35,930 |
|
Net increase in repurchase agreements
|
|
|
2,599 |
|
|
|
9,466 |
|
Proceeds from Federal Home Loan Bank borrowings
|
|
|
47,201 |
|
|
|
50,328 |
|
Principal payments on Federal Home Loan Bank borrowings
|
|
|
(65,936 |
) |
|
|
(55,535 |
) |
Purchase of treasury stock
|
|
|
- |
|
|
|
(278 |
) |
Net proceeds of stock offering
|
|
|
6,500 |
|
|
|
- |
|
Net cash provided by financing activities
|
|
|
38,857 |
|
|
|
39,911 |
|
Increase in cash and cash equivalents
|
|
|
14,500 |
|
|
|
119 |
|
Cash and cash equivalents - beginning of period
|
|
|
3,713 |
|
|
|
2,321 |
|
Cash and cash equivalents - end of period
|
|
$ |
18,213 |
|
|
$ |
2,440 |
|
Cash payments for:
|
|
|
|
|
|
|
|
|
Interest on deposits, repurchase agreements and borrowings
|
|
$ |
2,531 |
|
|
$ |
2,844 |
|
Income taxes
|
|
$ |
467 |
|
|
$ |
302 |
|
See accompanying notes to unaudited financial statements
MVB Financial Corp. and Subsidiaries
Notes to Consolidated Financial Statements
Note 1 – Basis of Presentation
These consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with instructions to Form 10-Q and Section 310(b) of Regulation SB. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for annual year-end financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation, have been included and are of a normal, recurring nature. The balance sheet as of December 31, 2010 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by generally accepted accounting principles. Operating results for the six and three months ended June 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011.
The accounting and reporting policies of MVB conform to accounting principles generally accepted in the United States and practices in the banking industry. The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates, such as the allowance for loan losses, are based upon known facts and circumstances. Estimates are revised by management in the period such facts and circumstances change. Actual results could differ from those estimates. All significant inter-company accounts and transactions have been eliminated in consolidation.
The consolidated balance sheet as of December 31, 2010 has been extracted from audited financial statements included in MVB’s 2010 filing on Form 10-K. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted. These financial statements should be read in conjunction with the financial statements and notes thereto included in MVB’s December 31, 2010, Form 10-K filed with the Securities and Exchange Commission.
Management has reviewed events occurring through August 12, 2011, the date the financial statements were issued and no subsequent events transpired requiring accrual or disclosure.
Note 2. - Loans
The following table summarizes the primary segments of the ALL, segregated into the amount required for loans individually evaluated for impairment and the amount required for loans collectively evaluated for impairment as of June 30, 2011. Activity in the allowance is presented for the period ended June 30, 2011 (in thousands):
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Home
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|
|
|
|
Credit
|
|
|
|
|
|
|
Commercial
|
|
|
Residential
|
|
|
Equity
|
|
|
Installment
|
|
|
Card
|
|
|
Total
|
|
ALL balance 12/31/10
|
|
$ |
1,517 |
|
|
$ |
460 |
|
|
$ |
207 |
|
|
$ |
274 |
|
|
$ |
20 |
|
|
$ |
2,478 |
|
Charge-offs
|
|
|
(57 |
) |
|
|
(289 |
) |
|
|
(114 |
) |
|
|
(29 |
) |
|
|
(3 |
) |
|
|
(492 |
) |
Recoveries
|
|
|
4 |
|
|
|
- |
|
|
|
10 |
|
|
|
16 |
|
|
|
- |
|
|
|
30 |
|
Provision
|
|
|
432 |
|
|
|
190 |
|
|
|
41 |
|
|
|
(36 |
) |
|
|
3 |
|
|
|
630 |
|
ALL balance 6/30/11
|
|
$ |
1,896 |
|
|
$ |
361 |
|
|
$ |
144 |
|
|
$ |
225 |
|
|
$ |
20 |
|
|
$ |
2,646 |
|
Individually evaluated for impairment
|
|
$ |
1,313 |
|
|
$ |
33 |
|
|
$ |
35 |
|
|
$ |
13 |
|
|
$ |
3 |
|
|
$ |
1,397 |
|
Collectively evaluated for impairment
|
|
$ |
583 |
|
|
$ |
328 |
|
|
$ |
109 |
|
|
$ |
212 |
|
|
$ |
17 |
|
|
$ |
1,249 |
|
The allowance for loan losses is based on estimates, and actual losses will vary from current estimates. Management believes that the granularity of the homogeneous pools and the related historical loss ratios and other qualitative factors, as well as the consistency in the application of assumptions, result in an ALL that is representative of the risk found in the components of the portfolio at any given date.
|
The following table summarizes the primary segments of the loan portfolio as of June 30, 2011 (in thousands):
|
|
Commercial
|
|
|
Residential
|
|
|
Home Equity
|
|
|
Installment
|
|
|
Credit Cards
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Loans
|
|
$ |
220,642 |
|
|
$ |
80,684 |
|
|
$ |
14,195 |
|
|
$ |
13,386 |
|
|
$ |
573 |
|
|
$ |
329,480 |
|
Individually evaluated for impairment
|
|
$ |
333 |
|
|
$ |
- |
|
|
$ |
20 |
|
|
$ |
8 |
|
|
$ |
- |
|
|
$ |
361 |
|
Collectively evaluated for impairment
|
|
$ |
220,309 |
|
|
$ |
80,684 |
|
|
$ |
14,175 |
|
|
$ |
13,378 |
|
|
$ |
573 |
|
|
$ |
329,119 |
|
The following table summarizes the primary segments of the loan portfolio as of December 31, 2010 (in thousands):
|
|
Commercial
|
|
|
Residential
|
|
|
Home Equity
|
|
|
Installment
|
|
|
Credit Cards
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Loans
|
|
$ |
194,700 |
|
|
$ |
71,686 |
|
|
$ |
14,334 |
|
|
$ |
12,830 |
|
|
$ |
494 |
|
|
$ |
294,044 |
|
Individually evaluated for impairment
|
|
$ |
393 |
|
|
$ |
197 |
|
|
$ |
262 |
|
|
$ |
0 |
|
|
$ |
4 |
|
|
$ |
856 |
|
Collectively evaluated for impairment
|
|
$ |
194,307 |
|
|
$ |
71,489 |
|
|
$ |
14,072 |
|
|
$ |
12,830 |
|
|
$ |
490 |
|
|
$ |
293,188 |
|
Management evaluates individual loans in all of the commercial segments for possible impairment. Loans are considered to be impaired when, based on current information and events, it is probable that the Corporation will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in evaluating impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower's prior payment record, and the amount of the shortfall in relation to the principal and interest owed. The Corporation also separately evaluates individual consumer and residential mortgage loans for impairment.
|
Once the determination has been made that a loan is impaired, the determination of whether a specific allocation of the allowance is necessary is measured by comparing the recorded investment in the loan to the fair value of the loan using one of three methods: (a) the present value of expected future cash flows discounted at the loan's effective interest rate; (b) the loan's observable market price; or (c) the fair value of the collateral less selling costs. The method is selected on a loan-by-loan basis, with management primarily utilizing the fair value of collateral method. The evaluation of the need and amount of a specific allocation of the allowance and whether a loan can be removed from impairment status is made on a quarterly basis.
|
The following table presents impaired loans by class, segregated by those for which a specific allowance was required and those for which a specific allowance was not necessary as of June 30, 2011 (in thousands):
|
|
|
|
|
|
|
|
|
Impaired
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans with
|
|
|
|
|
|
|
Impaired Loans with
|
|
|
No Specific
|
|
|
|
|
|
|
Specific Allowance
|
|
|
Allowance
|
|
|
Total Impaired Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unpaid
|
|
|
|
Recorded
|
|
|
Related
|
|
|
Recorded
|
|
|
Recorded
|
|
|
Principal
|
|
June 30, 2011
|
|
Investment
|
|
|
Allowance
|
|
|
Investment
|
|
|
Investment
|
|
|
Balance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
333 |
|
|
$ |
333 |
|
|
$ |
333 |
|
Residential
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Home Equity
|
|
|
20 |
|
|
|
20 |
|
|
|
- |
|
|
|
20 |
|
|
|
20 |
|
Installment
|
|
|
8 |
|
|
|
8 |
|
|
|
- |
|
|
|
8 |
|
|
|
8 |
|
Credit Card
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Total impaired loans
|
|
$ |
28 |
|
|
$ |
28 |
|
|
$ |
333 |
|
|
$ |
361 |
|
|
$ |
361 |
|
The following table presents impaired loans by class, segregated by those for which a specific allowance was required and those for which a specific allowance was not necessary as of December 31, 2010 (in thousands):
|
|
|
|
|
|
Impaired
|
|
|
|
|
|
|
|
|
|
Loans with
|
|
|
|
|
|
|
Impaired Loans with
|
|
|
No Specific
|
|
|
|
|
|
|
Specific Allowance
|
|
|
Allowance
|
|
|
Total Impaired Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unpaid
|
|
|
|
Recorded
|
|
|
Related
|
|
|
Recorded
|
|
|
Recorded
|
|
|
Principal
|
|
Dec 31, 2010
|
|
Investment
|
|
|
Allowance
|
|
|
Investment
|
|
|
Investment
|
|
|
Balance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
$ |
59 |
|
|
$ |
20 |
|
|
$ |
334 |
|
|
$ |
393 |
|
|
$ |
393 |
|
Residential
|
|
|
165 |
|
|
|
75 |
|
|
|
32 |
|
|
|
197 |
|
|
|
197 |
|
Home Equity
|
|
|
262 |
|
|
|
99 |
|
|
|
0 |
|
|
|
262 |
|
|
|
262 |
|
Installment
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Credit Card
|
|
|
4 |
|
|
|
4 |
|
|
|
0 |
|
|
|
4 |
|
|
|
4 |
|
Total impaired loans
|
|
$ |
490 |
|
|
$ |
198 |
|
|
$ |
366 |
|
|
$ |
856 |
|
|
$ |
856 |
|
The following table presents the average recorded investment in impaired loans and related interest income recognized for the periods indicated (in thousands):
|
|
|
June
|
|
|
|
2011
|
|
|
2010
|
|
Average investment in impaired loans
|
|
$ |
361 |
|
|
$ |
2,369 |
|
Interest income recognized on an accrual basis on impaired loans
|
|
$ |
15 |
|
|
$ |
95 |
|
|
|
|
|
|
|
|
|
|
Management uses a nine point internal risk rating system to monitor the credit quality of the overall loan portfolio. The first six categories are considered not criticized, and are aggregated as "Pass" rated. The criticized rating categories utilized by management generally follow bank regulatory definitions. The Special Mention category includes assets that are currently protected but are potentially weak, resulting in an undue and unwarranted credit risk, but not to the point of justifying a Substandard classification. Loans in the Substandard category have well-defined weaknesses that jeopardize the liquidation of the debt, and have a distinct possibility that some loss will be sustained if the weaknesses are not corrected. All loans greater than 90 days past due are considered Substandard. The portion of any loan that represents a specific allocation of the allowance for loan losses is placed in the Doubtful category. Any portion of a loan that has been charged off is placed in the Loss category.
|
|
|
To help ensure that risk ratings are accurate and reflect the present and future capacity of borrowers to repay a loan as agreed, the Bank has a structured loan rating process with several layers of internal and external oversight. Generally, consumer and residential mortgage loans are included in the Pass categories unless a specific action, such as bankruptcy, repossession, or death occurs to raise awareness of a possible credit event. The Bank's Chief Credit Officer is responsible for the timely and accurate risk rating of the loans in the portfolio at origination and on an ongoing basis. The Credit Department performs an annual review of all commercial relationships $500,000 or greater. Confirmation of the appropriate risk grade is included in the review on an ongoing basis. The Bank has an experienced Credit Department that continually reviews and assesses loans within the portfolio. The Bank engages an external consultant to conduct loan reviews on at least an annual basis. Generally, the external consultant reviews larger commercial relationships or criticized relationships. The Credit Department compiles detailed reviews, including plans for resolution, on loans classified as Substandard on a quarterly basis. Loans in the Special Mention and Substandard categories that are collectively evaluated for impairment are given separate consideration in the determination of the allowance.
|
The following table represents the classes of the loan portfolio summarized by the aggregate Pass and the criticized categories of Special Mention, Substandard and Doubtful within the internal risk rating system as of June 30, 2011 and December 31, 2010 (in thousands):
|
|
|
|
|
|
Special
|
|
|
|
|
|
|
|
|
|
|
June 30, 2011
|
|
Pass
|
|
|
Mention
|
|
|
Substandard
|
|
|
Doubtful
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
$ |
206,922 |
|
|
$ |
6,589 |
|
|
$ |
6,798 |
|
|
$ |
333 |
|
|
$ |
220,642 |
|
Residential
|
|
|
79,431 |
|
|
|
924 |
|
|
|
329 |
|
|
|
- |
|
|
|
80,684 |
|
Home Equity
|
|
|
14,041 |
|
|
|
119 |
|
|
|
15 |
|
|
|
20 |
|
|
|
14,195 |
|
Installment
|
|
|
13,045 |
|
|
|
311 |
|
|
|
22 |
|
|
|
8 |
|
|
|
13,386 |
|
Credit Card
|
|
|
570 |
|
|
|
- |
|
|
|
3 |
|
|
|
- |
|
|
|
573 |
|
Total
|
|
$ |
314,009 |
|
|
$ |
7,943 |
|
|
$ |
7,167 |
|
|
$ |
361 |
|
|
$ |
329,480 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Special
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010
|
|
Pass
|
|
|
Mention
|
|
|
Substandard
|
|
|
Doubtful
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
$ |
180,568 |
|
|
$ |
8,294 |
|
|
$ |
5,446 |
|
|
$ |
392 |
|
|
$ |
194,700 |
|
Residential
|
|
|
69,906 |
|
|
|
613 |
|
|
|
1,002 |
|
|
|
165 |
|
|
|
71,686 |
|
Home Equity
|
|
|
13,945 |
|
|
|
99 |
|
|
|
262 |
|
|
|
28 |
|
|
|
14,334 |
|
Installment
|
|
|
12,424 |
|
|
|
233 |
|
|
|
173 |
|
|
|
- |
|
|
|
12,830 |
|
Credit Card
|
|
|
488 |
|
|
|
- |
|
|
|
6 |
|
|
|
- |
|
|
|
494 |
|
Total
|
|
$ |
277,331 |
|
|
$ |
9,239 |
|
|
$ |
6,889 |
|
|
$ |
585 |
|
|
$ |
294,044 |
|
Management further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is past due. The following table presents the classes of the loan portfolio summarized by the aging categories of performing loans and nonaccrual loans as of June 30, 2011and December 31, 2010 (in thousands):
|
|
|
Current
|
|
|
30-59
Days
Past Due
|
|
|
60-89 Days
Past Due
|
|
|
90
Days
Past Due
|
|
|
Total
Past Due
|
|
|
Non-
Accrual
|
|
|
Total
Loans
|
|
June 30, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
$ |
211,370 |
|
|
$ |
6,280 |
|
|
$ |
1,739 |
|
|
$ |
1,253 |
|
|
$ |
9,272 |
|
|
$ |
- |
|
|
$ |
220,642 |
|
Residential
|
|
|
80,011 |
|
|
|
160 |
|
|
|
- |
|
|
|
298 |
|
|
|
458 |
|
|
|
215 |
|
|
|
80,684 |
|
Home Equity
|
|
|
14,052 |
|
|
|
10 |
|
|
|
20 |
|
|
|
98 |
|
|
|
128 |
|
|
|
15 |
|
|
|
14,195 |
|
Installment
|
|
|
13,052 |
|
|
|
139 |
|
|
|
35 |
|
|
|
143 |
|
|
|
317 |
|
|
|
17 |
|
|
|
13,386 |
|
Credit Card
|
|
|
570 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
3 |
|
|
|
573 |
|
Total
|
|
$ |
319,055 |
|
|
$ |
6,589 |
|
|
$ |
1,794 |
|
|
$ |
1,792 |
|
|
$ |
10,175 |
|
|
$ |
250 |
|
|
$ |
329,480 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30-59
Days
|
|
|
60-89
Days
|
|
|
90
Days
|
|
|
Total
|
|
|
Non-
|
|
|
Total
|
|
|
|
Current
|
|
|
Past Due
|
|
|
Past Due
|
|
|
Past Due
|
|
|
Past Due
|
|
|
Accrual
|
|
|
Loans
|
|
Dec 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
$ |
193,414 |
|
|
$ |
241 |
|
|
|
- |
|
|
$ |
217 |
|
|
$ |
458 |
|
|
$ |
828 |
|
|
$ |
194,700 |
|
Residential
|
|
|
68,529 |
|
|
|
1,761 |
|
|
|
272 |
|
|
|
143 |
|
|
|
2,176 |
|
|
|
981 |
|
|
|
71,686 |
|
Home Equity
|
|
|
13,979 |
|
|
|
28 |
|
|
|
18 |
|
|
|
47 |
|
|
|
93 |
|
|
|
262 |
|
|
|
14,334 |
|
Installment
|
|
|
12,222 |
|
|
|
141 |
|
|
|
158 |
|
|
|
155 |
|
|
|
454 |
|
|
|
154 |
|
|
|
12,830 |
|
Credit Card
|
|
|
490 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
4 |
|
|
|
494 |
|
Total
|
|
$ |
288,634 |
|
|
$ |
2,171 |
|
|
$ |
448 |
|
|
|
562 |
|
|
$ |
3,181 |
|
|
$ |
2,229 |
|
|
$ |
294,044 |
|
An allowance for loan losses ("ALL") is maintained to absorb losses from the loan portfolio. The ALL is based on management's continuing evaluation of the risk characteristics and credit quality of the loan portfolio, assessment of current economic conditions, diversification and size of the portfolio, adequacy of collateral, past and anticipated loss experience, and the amount of non-performing loans.
|
The Bank's methodology for determining the ALL is based on the requirements of ASC Section 310-10-35 for loans individually evaluated for impairment (discussed above) and ASC Subtopic 450-20 for loans collectively evaluated for impairment, as well as the Interagency Policy Statements on the Allowance for Loan and Lease Losses and other bank regulatory guidance. The total of the two components represents the Bank's ALL.
|
Loans that are collectively evaluated for impairment are analyzed with general allowances being made as appropriate. For general allowances, historical loss trends are used in the estimation of losses in the current portfolio. These historical loss amounts are modified by other qualified factors.
|
The classes described above, which are based on the Federal call code assigned to each loan, provide the starting point for the ALL analysis. Management tracks the historical net charge-off activity at the call code level. A historical charge-off factor is calculated utilizing a defined number of consecutive historical quarters. Commercial, Mortgage and Consumer pools currently utilize a rolling 12 quarters.
|
"Pass" rated credits are segregated from "Criticized" credits for the application of qualitative factors. Loans in the criticized pools, which possess certain qualities or characteristics that may lead to collection and loss issues, are closely monitored by management and subject to additional qualitative factors.
|
Management has identified a number of additional qualitative factors which it uses to supplement the historical charge-off factor because these factors are likely to cause estimated credit losses associated with the existing loan pools to differ from historical loss experience. The additional factors that are evaluated quarterly and updated using information obtained from internal, regulatory, and governmental sources are: national and local economic trends and conditions; levels of and trends in delinquency rates and non-accrual loans; trends in volume and terms of loans; effects of changes in lending policies; experience, ability, and depth of lending staff; value of underlying collateral; and concentrations of credit from a loan type, industry and/or geographic standpoint.
|
Management reviews the loan portfolio on a quarterly basis using a defined, consistently applied process in order to make appropriate and timely adjustments to the ALL. When information confirms all or part of specific loans to be uncollectible, these amounts are promptly charged off against the ALL.
|
Historically, management has utilized an internally developed spreadsheet to track and apply the various components of the allowance.
|
Note 3. Borrowed Funds
The Company is a party to repurchase agreements with certain customers. As of June 30, 2011 and December 31, 2010, the Company had repurchase agreements of $50.2 million and $47.6 million.
The bank is a member of the Federal Home Loan Bank (“FHLB”) of Pittsburgh, Pennsylvania. Borrowings from the FHLB are secured by stock in the FHLB of Pittsburgh, qualifying first mortgage loans, mortgage-backed securities and certain investment securities. The remaining maximum borrowing capacity with the FHLB at June 30, 2011 was approximately $99.7 million.
|
Borrowings from the FHLB were as follows:
|
|
June 30
2011
|
|
|
Dec 31
2010
|
|
(dollars in thousands)
|
|
|
|
|
|
|
Fixed interest rate note, originating April 1999, due April 2014, interest of 5.41% is payable monthly.
|
|
$ |
1,000 |
|
|
$ |
1,000 |
|
|
|
|
|
|
|
|
|
|
Fixed interest rate note, originating January 2005, due January 2020, interest of 5.14% is payable in monthly installments of $11.
|
|
|
892 |
|
|
|
933 |
|
|
|
|
|
|
|
|
|
|
Fixed interest rate note, originating April 2002, due May 2017, interest of 5.90% is payable monthly.
|
|
|
639 |
|
|
|
647 |
|
|
|
|
|
|
|
|
|
|
Fixed interest rate note, originating July 2006, due July 2016, interest of 4.50% is payable in monthly installments of $8.
|
|
|
1,321 |
|
|
|
1,341 |
|
|
|
|
|
|
|
|
|
|
Fixed interest rate note, originating October 2006, due October 2021, interest of 5.20% is payable in monthly installments of $6.
|
|
|
1,079 |
|
|
|
1,089 |
|
|
|
|
|
|
|
|
|
|
Fixed interest rate note, originating February 2007, due February 2022, interest of 5.22% is payable in monthly installments of $5.
|
|
|
905 |
|
|
|
913 |
|
|
|
|
|
|
|
|
|
|
Fixed interest rate note, originating April 2007, due April 2022, interest of 5.18% is payable in monthly installments of $6.
|
|
|
1,024 |
|
|
|
1,034 |
|
|
|
|
|
|
|
|
|
|
Floating interest rate note, originating March 2003, due December 2011, interest of 0.68% payable monthly.
|
|
|
- |
|
|
|
14,126 |
|
|
|
|
|
|
|
|
|
|
Fixed interest rate note, originating December 2007, due December 2017, interest of 5.25% is payable in monthly installments of $7.
|
|
|
1,018 |
|
|
|
1,031 |
|
|
|
|
|
|
|
|
|
|
Fixed interest rate note originating March 2008, due March 2013, interest of 2.37% payable quarterly.
|
|
|
2,000 |
|
|
|
2,000 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
9,879 |
|
|
$ |
24,114 |
|
In March 2007 the Company completed the private placement of $4 million Floating Rate, Trust Preferred Securities through its MVB Financial Statutory Trust I subsidiary (the “Trust”). The Company established the trust for the sole purpose of issuing the Trust Preferred Securities pursuant to an Amended and Restated Declaration of Trust. The proceeds from the sale of the Trust Preferred Securities will be loaned to the Company under subordinated Debentures (the “Debentures”) issued to the Trust pursuant to an Indenture. The Debentures are the only asset of the Trust. The Trust Preferred Securities have been issued to a pooling vehicle that will use the distributions on the Trust Preferred Securities to securitize note obligations. The securities issued by the Trust are includable for regulatory purposes as a component of the Company’s Tier I capital.
The Trust Preferred Securities and the Debentures mature in 30 years and are redeemable by the Company after five years. Interest payments are due in March, June, September and December and are adjusted at the interest due dates at a rate of 1.62% over the three month LIBOR Rate. The Company reflects borrowed funds in the amount of $4.1 million as of June 30, 2011 and 2010 and interest expense of $40 and $39 for the periods ended June 30, 2011 and 2010.
The bank had borrowed $4,500 in overnight funds at the Federal Reserve discount window on December 31, 2010 at a rate of 0.75%
A summary of maturities of these borrowings over the next five years is as follows:
(dollars in thousands)
Year
|
|
Amount
|
|
2011
|
|
|
112 |
|
2012
|
|
|
232 |
|
2013
|
|
|
2,244 |
|
2014
|
|
|
1,257 |
|
2015
|
|
|
271 |
|
Thereafter
|
|
|
9,887 |
|
|
|
|
14,003 |
|
Note 4. - Comprehensive Income
The Company is required to present comprehensive income in a full set of general-purpose financial statements for all periods presented. The following represents comprehensive income for the six and three month periods ended June 30, 2011 and June 30, 2010.
The following table represents other comprehensive income before tax and net of tax:
(in thousands)
|
|
For the three months ended
June 30,
|
|
|
For the six months ended
June 30,
|
|
|
|
2011
|
|
|
2010
|
|
|
2011
|
|
|
2010
|
|
Unrealized gain (loss) on securities
available for sale
|
|
$ |
618 |
|
|
$ |
418 |
|
|
$ |
409 |
|
|
$ |
490 |
|
Pension liability adjustment
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(139 |
) |
Tax effect
|
|
|
(247 |
) |
|
|
(167 |
) |
|
|
(163 |
) |
|
|
(140 |
) |
Net of tax effect
|
|
|
371 |
|
|
|
251 |
|
|
|
246 |
|
|
|
211 |
|
Net income as reported
|
|
|
636 |
|
|
|
507 |
|
|
|
1,302 |
|
|
|
935 |
|
Total comprehensive income
|
|
$ |
1,007 |
|
|
$ |
758 |
|
|
$ |
1,548 |
|
|
$ |
1,146 |
|
Note 5 – Net Income Per Common Share
MVB determines basic earnings per share by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is determined by dividing net income by the weighted average number of shares outstanding increased by the number of shares that would be issued assuming the exercise of stock options. At June 30, 2011 and 2010, stock options to purchase 148,423 and 127,658 shares at an average price of $15.13 and $15.82, respectively, were outstanding. For the three months ended June 30, 2011 and 2010, the dilutive effect of stock options was 36,141 and 26,681 shares, respectively.
Note 6 – Recent Accounting Pronouncements
In January 2010, the FASB issued ASU No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. ASU 2010-06 amends Subtopic 820-10 to clarify existing disclosures, require new disclosures, and includes conforming amendments to guidance on employers’ disclosures about postretirement benefit plan assets. ASU 2010-06 is effective for interim and annual periods beginning after December 15, 2009, except for disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. The adoption of this guidance is not expected to have a significant impact on the Company’s financial statements.
In April 2010, the FASB issued ASU 2010-18, Receivables (Topic 310): Effect of a Loan Modification When the Loan is a Part of a Pool That is Accounted for as a Single Asset – a consensus of the FASB Emerging Issues Task Force. ASU 2010-18 clarifies the treatment for a modified loan that was acquired as part of a pool of assets. Refinancing or restructuring the loan does not make it eligible for removal from the pool, the FASB said. The amendment will be effective for loans that are part of an asset pool and are modified during financial reporting periods that end July 15, 2010 or later, and is not expected to have a significant impact on the Company’s financial statements.
In July 2010, FASB issued ASU No. 2010-20, Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. ASU 2010-20 is intended to provide additional information to assist financial statement users in assessing an entity’s credit risk exposures and evaluating the adequacy of its allowance for credit losses. The disclosures as of the end of a reporting period are effective for interim and annual reporting periods ending on or after December 15, 2010. The disclosures about activity that occurs during a reporting period are effective for interim and annual reporting periods beginning on or after December 15, 2010. The amendments in ASU 2010-20 encourage, but do not require, comparative disclosures for earlier reporting periods that ended before initial adoption. However, an entity should provide comparative disclosures for those reporting periods ending after initial adoption. The Company has presented the necessary disclosures in Note 2 herein.
In August, 2010, the FASB issued ASU 2010-21, Accounting for Technical Amendments to Various SEC Rules and Schedules. This ASU amends various SEC paragraphs pursuant to the issuance of Release No. 33-9026: Technical Amendments to Rules, Forms, Schedules, and Codification of Financial Reporting Policies and is not expected to have a significant impact on the Company’s financial statements.
In August, 2010, the FASB issued ASU 2010-22, Technical Corrections to SEC Paragraphs – An announcement made by the staff of the U.S. Securities and Exchange Commission. This ASU amends various SEC paragraphs based on external comments received and the issuance of SAB 112, which amends or rescinds portions of certain SAB topics and is not expected to have a significant impact on the Company’s financial statements.
In September, 2010, the FASB issued ASU 2010-25, Plan Accounting – Defined Contribution Pension Plans. The amendments in this ASU require that participant loans be classified as notes receivable from participants, which are segregated from plan investments and measured at their unpaid principal balance plus any accrued but unpaid interest. The amendments in this update are effective for fiscal years ending after December 15, 2010 and are not expected to have a significant impact on the Company’s financial statements.
In October, 2010, the FASB issued ASU 2010-26, Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts. This ASU addresses the diversity in practice regarding the interpretation of which costs relating to the acquisition of new or renewal insurance contracts qualify for deferral, The amendments are effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2011 and are not expected to have a significant impact on the Company’s financial statements.
In December, 2010, the FASB issued ASU 2010-28, When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts. This ASU modifies Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating an impairment may exist. The qualitative factors are consistent with the existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the amendments in this Update are effective for fiscal year, and interim periods within those years, beginning after December 15, 2010. Early adoption is not permitted. For nonpublic entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Nonpublic entities may early adopt the amendments using the effective date for public entities. This ASU is not expected to have a significant impact on the Company’s financial statements.
In December 2010, the FASB issued ASU 2010-29, Disclosure of Supplementary Pro Forma Information for Business Combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments in this Update are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted. This ASU is not expected to have a significant impact on the Company’s financial statements.
In January 2011, the FASB issued ASU 2011-01, Receivables (Topic 310): Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20. The amendments in this Update temporarily delay the effective date of the disclosures about troubled debt restructurings in Update 2010-20, enabling public-entity creditors to provide those disclosures after the FASB clarifies the guidance for determining what constitutes a troubled debt restructuring. The deferral in this Update will result in more consistent disclosures about troubled debt restructurings. This amendment does not defer the effective date of the other disclosure requirements in Update 2010-20. In the proposed Update for determining what constitutes a troubled debt restructuring, the FASB proposed that the clarifications would be effective for interim and annual periods ending after June 15, 2011. For the new disclosures about troubled debt restructurings in Update 2010-20, those clarifications would be applied retrospectively to the beginning of the fiscal year in which the proposal is adopted. The adoption of this guidance in not expected to have a significant impact on the Company’s financial statements.
In April 2011, the FASB issued ASU 2011-02, Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring. The amendments in this Update provide additional guidance or clarification to help creditors in determining whether a creditor has granted a concession and whether a debtor is experiencing financial difficulties for purposes of determining whether a restructuring constitutes a troubled debt restructuring. The amendments in this Update are effective for the first interim or annual reporting period beginning on or after June 15, 2011, and should be applied retrospectively to the beginning annual period of adoption. As a result of applying these amendments, an entity may identify receivables that are newly considered impaired. For purposes of measuring impairment of those receivables, an entity should apply the amendments prospectively for the first interim or annual period beginning on or after June 15, 2011. This ASU is not expected to have a significant impact on the Company’s financial statements.
In April 2011, the FASB issued ASU 2011-03, Reconsideration of Effective Control for Repurchase Agreements. The main objective in developing this Update is to improve the accounting for repurchase agreements (repos) and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity. The amendments in this Update remove from the assessment of effective control (1) the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets on substantially the agreed terms, even in the event of default by the transferee, and (2) the collateral maintenance implementation guidance related to that criterion. The amendments in this Update apply to all entities, both public and nonpublic. The amendments affect all entities that enter into agreements to transfer financial assets that both entitle and obligate the transferor to repurchase or redeem the financial assets before their maturity. The guidance in this Update is effective for the first interim or annual period beginning on or after December 15, 2011 and should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. Early adoption is not permitted. This ASU is not expected to have a significant impact on the Company’s financial statements.
In May 2011, the FASB issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The amendments in this Update result in common fair value measurement and disclosure requirements in U.S. GAAP and IFRSs. Consequently, the amendments change the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. The amendments in this Update are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. For nonpublic entities, the amendments are effective for annual periods beginning after December 15, 2011. Early application by public entities is not permitted. This ASU is not expected to have a significant impact on the Company’s financial statements.
In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income. The amendments in this Update improve the comparability, clarity, consistency, and transparency of financial reporting and increase the prominence of items reported in other comprehensive income. To increase the prominence of items reported in other comprehensive income and to facilitate convergence of U.S. GAAP and IFRS, the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity was eliminated. The amendments require that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income, and the total of comprehensive income. All entities that report items of comprehensive income, in any period presented, will be affected by the changes in this Update. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. For nonpublic entities, the amendments are effective for fiscal years ending after December 15, 2012, and interim and annual periods thereafter. The amendments in this Update should be applied retrospectively, and early adoption is permitted. This ASU is not expected to have a significant impact on the Company’s financial statements.
Note 7 – Fair Value of Financial Instruments
Level I: Quoted prices are available in active markets for identical assets or liabilities as of the reported date.
Level II: Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these assets and liabilities include items for which quoted prices are available but traded less frequently, and items that are fair valued using other financial instruments, the parameters of which can be directly observed.
Level III: Assets and liabilities that have little to no pricing observability as of the reported date. These items do not have two-way markets and are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation.
The following table presents the assets and liabilities reported on the consolidated statements of financial condition at their fair value as of June 30, 2010 by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
(In Thousands)
|
June 30, 2011
|
|
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
|
Assets:
|
|
|
|
|
|
|
|
|
Investment securities, available for sale
|
|
|
|
75,900 |
|
|
|
|
75,900 |
|
Other Real Estate Owned
|
|
|
|
310 |
|
|
|
|
310 |
|
Impaired Loans
|
|
|
|
|
|
361
|
|
|
361 |
|
(In Thousands)
|
December 31, 2010
|
|
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
|
Assets:
|
|
|
|
|
|
|
|
|
Investment securities, available for sale
|
|
|
|
61,824 |
|
|
|
|
61,824 |
|
Other Real Estate Owned
|
|
|
|
402 |
|
|
|
|
402 |
|
Impaired Loans
|
|
|
|
|
|
856
|
|
|
856 |
|
The following summarizes the methods and significant assumptions used by the Company in estimating its fair value disclosures for financial instruments.
Short-term financial instruments: The carrying values of short-term financial instruments including cash and due from banks, interest bearing balances – FHLB, and certificates of deposit in other banks approximate the fair value of these instruments.
Securities: Estimated fair values of securities are based on quoted market prices, where available. If quoted market prices are not available, estimated fair values are based on quoted market prices of comparable securities.
Loans: The estimated fair values for loans are computed based on scheduled future cash flows of principal and interest, discounted at interest rates currently offered for loans with similar terms of borrowers of similar credit quality. No prepayments of principal are assumed.
Accrued interest receivable and payable: The carrying values of accrued interest receivable and payable approximate their estimated fair values.
Repurchase Agreements: The fair values of repurchase agreements approximate their estimated fair values.
Deposits: The estimated fair values of demand deposits (i.e., non interest bearing checking, NOW and money market), savings accounts and other variable rate deposits approximate their carrying values. Fair values of fixed maturity deposits are estimated using a discounted cash flow methodology at rates currently offered for deposits with similar remaining maturities. Any intangible value of long-term relationships with depositors is not considered in estimating the fair values disclosed.
Off-balance sheet instruments: The fair values of commitments to extend credit and standby letters of credit are estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of agreements and the present credit standing of the counterparties. The amounts of fees currently charged on commitments and standby letters of credit are deemed significant, and therefore, the estimated fair values and carrying values are not shown.
The carrying values and estimated fair values of the Company’s financial instruments are summarized as follows:
|
|
June 30, 2011
|
|
|
|
Carrying
Value
|
|
|
Estimated
Fair Value
|
|
|
|
(Dollars in thousands)
|
|
Financial assets:
|
|
|
|
|
|
|
Cash and due from banks
|
|
|
18,213 |
|
|
|
18,213 |
|
Interest bearing balances
|
|
|
4,313 |
|
|
|
4,313 |
|
Securities available-for-sale
|
|
|
75,900 |
|
|
|
75,900 |
|
Securities held-to-maturity
|
|
|
6,226 |
|
|
|
6,441 |
|
Loans
|
|
|
329,480 |
|
|
|
340,353 |
|
Accrued interest receivable
|
|
|
1,417 |
|
|
|
1,417 |
|
|
|
$ |
435,549 |
|
|
$ |
446,637 |
|
|
|
|
|
|
|
|
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
Deposits
|
|
$ |
348,927 |
|
|
$ |
346,485 |
|
Repurchase agreements
|
|
|
50,222 |
|
|
|
50,257 |
|
Federal Home Loan Bank Borrowings
|
|
|
9,879 |
|
|
|
10,857 |
|
Accrued interest payable
|
|
|
294 |
|
|
|
294 |
|
Long-term debt
|
|
|
4,124 |
|
|
|
4,124 |
|
|
|
$ |
413,446 |
|
|
|
412,017 |
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010
|
|
|
|
Carrying
Value
|
|
|
Estimated
Fair Value
|
|
|
|
(Dollars in thousands)
|
|
Financial assets:
|
|
|
|
|
|
|
Cash and due from banks
|
|
|
3,713 |
|
|
|
3,713 |
|
Interest bearing balances
|
|
|
27,825 |
|
|
|
27,878 |
|
Securities available-for-sale
|
|
|
61,824 |
|
|
|
61,824 |
|
Securities held-to-maturity
|
|
|
7,460 |
|
|
|
7,442 |
|
Loans
|
|
|
294,044 |
|
|
|
302,277 |
|
Accrued interest receivable
|
|
|
1,398 |
|
|
|
1,398 |
|
|
|
$ |
396,264 |
|
|
$ |
404,532 |
|
|
|
|
|
|
|
|
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
Deposits
|
|
$ |
300,434 |
|
|
$ |
307,584 |
|
Repurchase agreements
|
|
|
47,623 |
|
|
|
47,671 |
|
FHLB and other Borrowings
|
|
|
28,614 |
|
|
|
32,305 |
|
Accrued interest payable
|
|
|
378 |
|
|
|
378 |
|
Long-term debt
|
|
|
4,124 |
|
|
|
4,124 |
|
|
|
$ |
381,173 |
|
|
|
392,062 |
|
|
|
|
|
|
|
|
|
|
Fair value estimates are made at a specific point in time, based on relevant market information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Fair value estimates are based on existing on-and-off balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments.
Amortized cost and approximate fair values of investment securities held-to-maturity at June 30, 2011, including gross unrealized gains and losses, are summarized as follows:
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate
|
|
|
|
Amortized
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Gain
|
|
|
Loss
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal securities
|
|
$ |
6,226 |
|
|
$ |
215 |
|
|
$ |
- |
|
|
$ |
6,441 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
6,226 |
|
|
$ |
215 |
|
|
$ |
- |
|
|
$ |
6,441 |
|
Amortized cost and approximate fair values of investment securities held-to-maturity at December 31, 2010, including gross unrealized gains and losses, are summarized as follows:
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate
|
|
|
|
Amortized
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Gain
|
|
|
Loss
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal securities
|
|
$ |
6,460 |
|
|
$ |
27 |
|
|
$ |
(62 |
) |
|
$ |
6,425 |
|
U.S. Agency securities
|
|
|
1,000 |
|
|
|
17 |
|
|
|
- |
|
|
|
1,017 |
|
|
|
$ |
7,460 |
|
|
$ |
44 |
|
|
$ |
(62 |
) |
|
$ |
7,442 |
|
|
|
Amortized cost and approximate fair values of investment securities available-for-sale at June 30, 2011 are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Approximate
|
|
|
|
Amortized
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Gain
|
|
|
Loss
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U. S. Agency securities
|
|
$ |
47,460 |
|
|
$ |
773 |
|
|
$ |
(4 |
) |
|
$ |
48,229 |
|
Mortgage-backed securities
|
|
|
27,245 |
|
|
|
316 |
|
|
|
(14 |
) |
|
|
27,547 |
|
Other securities
|
|
|
124 |
|
|
|
- |
|
|
|
- |
|
|
|
124 |
|
|
|
$ |
74,829 |
|
|
$ |
1,089 |
|
|
$ |
(18 |
) |
|
$ |
75,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized cost and approximate fair values of investment securities available-for-sale at December 31, 2010 are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate
|
|
|
|
Amortized
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Gain
|
|
|
Loss
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U. S. Agency securities
|
|
$ |
34,903 |
|
|
$ |
453 |
|
|
$ |
(76 |
) |
|
$ |
35,280 |
|
Mortgage-backed securities
|
|
|
26,135 |
|
|
|
306 |
|
|
|
(21 |
) |
|
|
26,420 |
|
Other securities
|
|
|
124 |
|
|
|
- |
|
|
|
- |
|
|
|
124 |
|
|
|
$ |
61,162 |
|
|
$ |
759 |
|
|
$ |
(97 |
) |
|
|
61,824 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following tables summarize amortized cost and approximate fair values of securities by maturity:
|
|
|
|
June 30, 2011
|
|
|
|
Held to Maturity
|
|
|
Available for sale
|
|
|
|
|
|
|
Approximate
|
|
|
|
|
|
Approximate
|
|
|
|
Amortized
|
|
|
Fair
|
|
|
Amortized
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Value
|
|
|
Cost
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Within one year
|
|
$ |
115 |
|
|
$ |
115 |
|
|
$ |
- |
|
|
$ |
- |
|
After one year, but within five
|
|
|
- |
|
|
|
- |
|
|
|
45,960 |
|
|
|
46,727 |
|
After five years, but within ten
|
|
|
3,400 |
|
|
|
3,557 |
|
|
|
1,500 |
|
|
|
1,502 |
|
After ten Years
|
|
|
2,711 |
|
|
|
2,769 |
|
|
|
27,369 |
|
|
|
27,671 |
|
Total
|
|
$ |
6,226 |
|
|
$ |
6,441 |
|
|
$ |
74,829 |
|
|
$ |
75,900 |
|
The Company's investment portfolio includes securities that are in an unrealized loss position as of June 30, 2011, the details of which are included in the following table. Although these securities, if sold at June 30, 2011 would result in a pretax loss of $18, the Company has no intent to sell the applicable securities at such market values, and maintains the Company has the ability to hold these securities until all principal has been recovered. Declines in the market values of these securities can be traced to general market conditions which reflect the prospect for the economy as a whole. When determining other-than-temporary impairment on securities, the Company considers such factors as adverse conditions specifically related to a certain security or to specific conditions in an industry or geographic area, the time frame securities have been in an unrealized loss position, the Company's ability to hold the security for a period of time sufficient to allow for anticipated recovery in value, whether or not the security has been downgraded by a rating agency, and whether or not the financial condition of the security issuer has severely deteriorated. As of June 30, 2011, the Company considers all securities with unrealized loss positions to be temporarily impaired, and consequently, does not believe the Company will sustain any material realized losses as a result of the current temporary decline in market value.
The following table discloses investments in an unrealized loss position:
|
|
At June 30, 2011, total temporary impairment totaled $18.
|
|
|
|
|
|
|
|
Description and number
|
|
Less than 12 months
|
|
|
12 months or more
|
|
of positions
|
|
Fair Value
|
|
|
Unrealized Loss
|
|
|
Fair Value
|
|
|
Unrealized Loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Agencies(2)
|
|
$ |
5,287 - |
|
|
$ |
(4 |
) |
|
$ |
- |
|
|
$ |
- |
|
Mortgage-backed securities(7) (11)
|
|
|
8,588 |
|
|
|
(14 |
) |
|
|
- |
|
|
|
- |
|
Municipal securities(-)
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
$ |
13,875 |
|
|
$ |
(18 |
) |
|
$ |
- |
|
|
$ |
- |
|
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The Private Securities Litigation Reform Act of 1995 indicates that the disclosure of forward-looking information is desirable for investors and encourages such disclosure by providing a safe harbor for forward-looking statements that involve risk and uncertainty. All statements other than statements of historical fact included in this Form 10-Q including statements in Management’s Discussion and Analysis of Financial Condition and Results of Operations are, or may be deemed to be, forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act of 1934. In order to comply with the terms of the safe harbor, the corporation notes that a variety of factors, (e.g., changes in the national and local economies, changes in the interest rate environment, competition, etc.) could cause MVB’s actual results and experience to differ materially from the anticipated results or other expectations expressed in those forward-looking statements.
At June 30, 2011 and for the Six and Three Months Ended June 30, 2011 and 2010:
|
|
Six Months Ended
June 30
|
|
|
Three Months Ended
June 30
|
|
|
|
2011
|
|
|
2010
|
|
|
2011
|
|
|
2010
|
|
Net income to:
|
|
|
|
|
|
|
|
|
|
|
|
|
Average assets
|
|
|
.60 |
% |
|
|
.50 |
% |
|
|
.57 |
% |
|
|
.52 |
% |
Average stockholders’ equity
|
|
|
7.06 |
|
|
|
6.85 |
|
|
|
6.65 |
|
|
|
7.37 |
|
Net interest margin
|
|
|
3.13 |
|
|
|
2.81 |
|
|
|
3.10 |
|
|
|
2.80 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average stockholders’ equity to average assets
|
|
|
8.48 |
|
|
|
7.28 |
|
|
|
8.50 |
|
|
|
7.10 |
|
Total loans to total deposits (end of period)
|
|
|
94.43 |
|
|
|
88.11 |
|
|
|
94.43 |
|
|
|
88.11 |
|
Allowance for loan losses to total loans (end of period)
|
|
|
0.80 |
|
|
|
1.04 |
|
|
|
0.80 |
|
|
|
1.04 |
|
Efficiency ratio
|
|
|
69.25 |
|
|
|
71.04 |
|
|
|
71.30 |
|
|
|
70.39 |
|
Capital ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1 capital ratio
|
|
|
13.84 |
|
|
|
12.18 |
|
|
|
13.84 |
|
|
|
12.18 |
|
Risk-based capital ratio
|
|
|
14.73 |
|
|
|
13.26 |
|
|
|
14.73 |
|
|
|
13.26 |
|
Leverage ratio
|
|
|
9.28 |
|
|
|
8.00 |
|
|
|
9.28 |
|
|
|
8.00 |
|
Cash dividends as a percentage of net income
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
Per share data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book value per share (end of period)
|
|
$ |
17.39 |
|
|
$ |
17.20 |
|
|
$ |
17.39 |
|
|
$ |
17.20 |
|
Market value per share (end of period)*
|
|
|
20.00 |
|
|
|
20.00 |
|
|
|
20.00 |
|
|
|
20.00 |
|
Basic earnings per share
|
|
|
.62 |
|
|
|
.58 |
|
|
|
.29 |
|
|
|
.32 |
|
Diluted earnings per share
|
|
|
.61 |
|
|
|
.57 |
|
|
|
.29 |
|
|
|
.31 |
|
* Market value per share is based on MVB’s knowledge of certain arms-length transactions in the stock as MVB’s common stock is not traded on any market. There may be other transactions involving either higher or lower prices of which MVB is unaware.
Introduction
The following discussion and analysis of the consolidated financial statements of MVB Financial Corp. is presented to provide insight into management’s assessment of the financial results. MVB has three wholly-owned second tier holding companies which own 100 percent of MVB Bank, Inc. (“the bank”). The bank is the primary financial entity in this discussion. Unless otherwise noted, this discussion will be in reference to the bank.
MVB Bank, Inc. was chartered by the State of West Virginia and is subject to regulation, supervision, and examination by the Federal Deposit Insurance Corporation and the West Virginia Department of Banking. The bank is not a member of the Federal Reserve System. The bank is a member of the Federal Home Loan Bank of Pittsburgh.
The bank began operations January 4, 1999, at 301 Virginia Avenue in Fairmont, West Virginia. MVB Bank, Inc. provides a full array of financial products and services to its customers, including traditional banking products such as deposit accounts, lending products, debit cards, automated teller machines, and safe deposit rental facilities. The bank opened a banking office in the Shop N Save supermarket in White Hall, WV during the second quarter of 2000. During August of 2005, the bank opened a full-service office at 1000 Johnson Avenue in Bridgeport, WV. In October of 2005 MVB Bank, Inc. purchased an office at 88 Somerset Boulevard in Charles Town, WV. The bank opened a full service office at 651 Foxcroft Avenue in Martinsburg, WV during August 2007. In the second quarter of 2011, MVB opened a banking office at 2400 Cranberry Square in Morgantown, WV.
This discussion and analysis should be read in conjunction with the prior year-end audited financial statements and footnotes thereto included in the Company’s filing on Form 10-K and the unaudited financial statements, ratios, statistics, and discussions contained elsewhere in this Form 10-Q.
Application of Critical Accounting Policies
MVB’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States and follow general practices within the banking industry. Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates, assumptions, and judgments. Application of certain accounting policies inherently requires a greater reliance on the use of estimates, assumptions and judgments and as such, the probability of actual results being materially different from reported estimates is increased. Estimates, assumptions, and judgments are necessary when assets and liabilities are required to be recorded at fair value, when a decline in the value of an asset not carried on the financial statements at fair value warrants an impairment write-down or valuation reserve to be established, or when an asset or liability needs to be recorded contingent upon a future event. Carrying assets and liabilities at fair value inherently results in more financial statement volatility. The fair values and the information used to record valuation adjustments for certain assets and liabilities are based either on quoted market prices or are provided by other third-party sources, when available. When third-party information is not available, valuation adjustments are estimated in good faith by management primarily through the use of internal forecasting techniques.
The most significant accounting policies followed by MVB are presented in Note 1 to the audited consolidated financial statements included in MVB’s 2010 Annual Report on Form 10-K. These policies, along with the disclosures presented in the other financial statement notes and in management’s discussion and analysis of operations, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined. Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions, and estimates underlying those amounts, management has identified the determination of the allowance for loan losses to be the accounting area that requires the most subjective or complex judgments, and as such could be most subject to revision as new information becomes available.
The allowance for loan losses represents management’s estimate of probable credit losses inherent in the loan portfolio. Determining the amount of the allowance for loan losses is considered a critical accounting estimate because it requires significant judgment and the use of estimates related to the amount and timing of estimated future cash flows, estimated losses in pools of homogeneous loans based on historical loss experience of peer banks, estimated losses on specific commercial credits, and consideration of current economic trends and conditions, all of which may be susceptible to significant change. The loan portfolio also represents the largest asset in the consolidated balance sheet. Note 1 to the consolidated financial statements in MVB’s 10-K describes the methodology used to determine the allowance for loan losses and a discussion of the factors driving changes in the amount of the allowance for loan losses is included in the Allowance for Loan Losses section of Management’s Discussion and Analysis in this quarterly report on Form 10-Q.
Results of Operations
Overview of the Statement of Income
For the quarter ended June 30, 2011, MVB earned $636 compared to $507 in the second quarter of 2010. Net interest income increased by $766, other income increased by $304 and other expenses increased by $791. The increase in net interest income was driven mainly by the continued growth of the MVB balance sheet, with $69.2 million in average loan growth. Also contributing to the increase in net interest income was a reduction in interest expense of $179, despite an increase in average interest bearing liabilities of $41.9 million. This reduction in interest expense was the result of a decreased cost of funds of 40 basis points. The increase in other income was mainly the result of an increase in gains on the sale of investment securities of $198 as MVB took advantage of a riding the yield curve strategy in purchasing bullet agency securities that provided significant gains in the portfolio due to the steep yield curve. An increase in income on loans held for sale of $67 provided the other significant increase to other income. This increase was due to additional volume that MVB was able to produce with increased staffing in this area, specifically the Morgantown, WV office opened during the quarter. The increase in other operating expenses was principally the result of salaries expense in the new Morgantown office of $305, along with the addition of a full time compliance officer, a more experienced secondary market lender in the eastern panhandle and increases for existing staff. Equipment and depreciation costs increased $44, the result of updating fully depreciated computer equipment as well as the start up expenses of the Morgantown office. Data processing and Visa debit card costs decreased $58 due to a credit recognized through the first five months of 2011 from the renegotiation of the bank’s data processing contract during 2010. Legal and accounting fees increased $33 and occupancy expense increased $22, the result of the addition of the Morgantown office. Consulting fees increased by $52, as MVB pursued two projects to diversify location and revenue sources during the first half of 2011, one being the addition of the Morgantown location. Other operating expenses increased by $144, mainly the result of the following: increased collection fees of $41, travel of $19, training of $19 and meals and entertainment of $13.
Loan loss provisions of $330 and $240 were made for the quarters ended June 30, 2011 and 2010, respectively. The provision for loan losses, which is a product of management’s formal quarterly analysis, is recorded in response to inherent risks in the loan portfolio.
Non-interest income for the quarters ended June 30, 2011 and 2010 totaled $864 and $560, respectively. The most significant portions of non-interest income are service charges on deposit accounts, which totaled $163 at June 30, 2011, a reduction of $20 from the prior year due to changes in the regulatory environment and income on loans held for sale which totaled $180, an increase of $67 over the second quarter of 2010, the result of the increased volume from existing lenders as well as the addition of the Morgantown location. Other operating income increased by $27, mainly the result of increased Visa Debit Card income.
Non-interest expense for the quarters ended June 30, 2011 and 2010 totaled $3.0 million and $2.2 million, respectively. The most significant increases were as discussed above.
For the six months ended June 30, 2011 MVB earned $1.3 million compared to $935 for the same time period in 2010. This $367 increase is mainly the result of balance sheet growth in the areas of loans and investments as discussed above, resulting in an increase in net interest income after provision for loan losses of $1.4 million for the first six months of 2011. MVB’s other income increased $356, mainly the result of gains on sales of investment securities during 2011 and total other expenses increased by $1.2 million, mainly in the areas of salaries, other expense, consulting and legal and accounting. The $857 increase in salaries expense was the result of the addition of three commercial lenders at the end of June 2010, as well as the addition of the Morgantown office in May 2011, a full time compliance officer added at the beginning of 2011 and increases for existing staff. Increased other expenses of $169 were mainly the result of the following: increased collections expense of $64, increased meals and entertainment of $20, increased director fees of $19 and increased training of $16. Consulting fees increased by $144, the result of two major project initiatives, one of which was the opening of the Morgantown location.
Loan loss provisions of $630 and $520 were made for the six months ended June 30, 2011 and 2010, respectively.
Non-interest income for the six months ended June 30, 2011 and 2010 totaled $1.5 million and $1.1 million, respectively. This $356 increase was the result of income from the sale of loans into the secondary market increasing by $71 and gains on sale of securities increasing by $300.
Non-interest expense for the six months ended June 30, 2011 and 2010 totaled $5.5 million and $4.3 million. The largest drivers of this $1.2 million increase were in the areas of salaries, other expenses and consulting fees.
Interest Income and Expense
Net interest income is the amount by which interest income on earning assets exceeds interest expense on interest-bearing liabilities. Interest-earning assets include loans and investment securities. Interest-bearing liabilities include interest-bearing deposits and repurchase agreements and Federal Home Loan Bank advances. Net interest income is the primary source of revenue for the bank. Changes in market interest rates, as well as changes in the mix and volume of interest-earning assets and interest-bearing liabilities impact net interest income.
Net interest margin is calculated by dividing net interest income by average interest-earning assets. This ratio serves as a performance measurement of the net interest revenue stream generated by the bank’s balance sheet. The net interest margin for the quarters ended June 30, 2011 and 2010 was 3.10% and 2.80% respectively. The 30 basis point improvement in MVB’s net interest margin for the quarter ended June 30, 2011 was the result of the following: a 40 basis point reduction in the cost of funds, mainly in the CD portfolio and in non-interest bearing demand balances. While MVB’s yield on total loans declined by 25 basis points, the bank was able to grow average loan balances by $71.0 million, allowing a reduction in the lower yielding CDs with other banks portfolio of $41.9 million, which improved the bank’s net interest margin.
Management continuously monitors the effects of net interest margin on the performance of the bank. Growth and mix of the balance sheet will continue to impact net interest margin in future periods.
Average Balances and Interest Rates
(Unaudited)(Dollars in thousands)
|
|
Three Months Ended June 30, 2011
|
|
|
Three Months Ended June 30, 2010
|
|
|
|
|
|
|
Interest
|
|
|
|
|
|
|
|
|
Interest
|
|
|
|
|
|
|
Average
|
|
|
Income/
|
|
|
Yield/
|
|
|
Average
|
|
|
Income/
|
|
|
Yield/
|
|
|
|
Balance
|
|
|
Expense
|
|
|
Cost
|
|
|
Balance
|
|
|
|