Financial Performance - Net income attributable to the parent for Q1 2021 was $8,085 thousand, compared to $1,048 thousand in Q1 2020, marking a significant increase of 671.5%[13]. - Comprehensive income for Q1 2021 was $3,967 thousand, compared to $131 thousand in Q1 2020, showing a substantial increase[14]. - Net income for the three months ended March 31, 2021, was $8,058,000, compared to $1,048,000 for the same period in 2020, representing a significant increase[16]. - The Company earned $8.1 million in Q1 2021, a significant increase from $1.0 million in Q1 2020, resulting in a return on average assets of 1.3% and a return on average equity of 13.6%[144]. - Basic earnings per share (EPS) for Q1 2021 was $0.70, up from $0.08 in Q1 2020, indicating strong earnings growth[132]. Asset and Deposit Growth - Total assets increased to $2,646,089 thousand as of March 31, 2021, up from $2,331,476 thousand as of December 31, 2020, representing a growth of 13.5%[12]. - Total deposits rose to $2,216,553 thousand as of March 31, 2021, up from $1,982,389 thousand as of December 31, 2020, reflecting an increase of 11.8%[12]. - Total deposits increased by $234,164,000 in Q1 2021, compared to $332,734,000 in Q1 2020, indicating strong customer confidence[16]. - Total cash and cash equivalents at the end of the period increased to $339,616,000 from $88,874,000 year-over-year[16]. - Total deposits amounted to $2,216,553 thousand as of March 31, 2021, with an estimated fair value of $2,196,951 thousand[110]. Income and Expense Analysis - Net interest income for Q1 2021 was $17,505 thousand, compared to $16,171 thousand in Q1 2020, an increase of 8.2%[13]. - Noninterest income for Q1 2021 totaled $12,458 thousand, up from $10,850 thousand in Q1 2020, representing a growth of 14.8%[13]. - Total noninterest expenses decreased to $19,118 thousand in Q1 2021 from $24,656 thousand in Q1 2020, a reduction of 22.5%[13]. - Noninterest expenses decreased to $19.1 million for the three months ended March 31, 2021, down from $24.7 million in the same period in 2020, with personnel costs comprising approximately 62% of total noninterest expenses[175]. - The efficiency ratio improved to 63.8% in Q1 2021 from 91.3% in Q1 2020, indicating better cost management[154]. Loan and Credit Quality - The allowance for loan losses was $26,214 thousand as of March 31, 2021, compared to $25,844 thousand as of December 31, 2020, indicating a slight increase of 1.4%[12]. - The total loans amounted to $1.696 billion, up from $1.455 billion as of December 31, 2020, reflecting a growth of 16.6%[42]. - The total impaired loans as of March 31, 2021, were $13.111 million, compared to $15.394 million as of December 31, 2020, indicating a decrease of 14.8%[51]. - The provision for loan losses decreased to $0.6 million for the three months ended March 31, 2021, compared to $1.1 million for the same period in 2020, reflecting changes in charge-offs and historical loss rates[167]. - The allowance for loan losses (ALL) is based on management's evaluation of risk characteristics and credit quality, with total collectively evaluated impaired loans at $2.0 million as of March 31, 2021[65]. Investment and Securities - The total amortized cost of investment securities available-for-sale was $420.69 million, with a fair value of $423.12 million as of December 31, 2020[33]. - The Company reported unrealized losses of $3.3 million on securities as of March 31, 2021, but maintains the ability to hold these securities until principal recovery[36]. - The fair value of municipal securities held by the Company was $209.734 million as of March 31, 2021, with unrealized losses of $1.008 million[32]. - The Company recognized unrealized holding gains on equity securities of $0.5 million for the three months ended March 31, 2021, compared to immaterial gains in the same period of 2020[39]. - The company reported realized and unrealized gains of $19,000 in earnings related to municipal securities for the period ending March 31, 2021[123]. Capital and Equity - The total equity attributable to the parent decreased slightly to $236,210 thousand as of March 31, 2021, from $239,483 thousand as of December 31, 2020, a decline of 1.0%[12]. - Stockholders' equity decreased by approximately $3.3 million to $236.7 million during the quarter ended March 31, 2021, with a dividend payout ratio dropping from 115.2% to 14.3%[195]. - The Company redeemed all outstanding shares of its preferred stock in January 2021, with a redemption price of $10,000 per share plus unpaid dividends[108]. - The Company has an effective shelf registration covering $75 million of debt and equity securities available for issuance[201]. - The Bank's CBLR at March 31, 2021 was 11.3%, exceeding the well-capitalized standard of 8.5%[198]. Operational Developments - The company acquired an 80% interest in Flexia, which provides a reloadable account combining debit and casino gaming accounts, enhancing its fintech capabilities[21]. - The Bank acquired an 80% interest in Flexia Payments, LLC for approximately $2.5 million in February 2021[138]. - The Bank entered into a Stock Purchase Agreement to acquire a majority interest in Trabian Technology, Inc. in April 2021[139]. - The Company originated 634 PPP loans totaling $88.5 million and an additional $102.1 million through a partnership with a Fintech company as of March 31, 2021[84]. - The Company is involved in various legal actions, but management believes the outcomes will not significantly affect the consolidated financial statements[210].

[Part I](index=5&type=section&id=PART%20I) [Business](index=5&type=section&id=Item%201.%20Business) MVB Financial Corp. operates through MVB Bank, Inc., focusing on CoRe banking, mortgage, and strategic Fintech services, with significant M&A activity and regulatory oversight [Corporate and Business Overview](index=7&type=section&id=Corporate%20and%20Business%20Overview) MVB Financial Corp. is a financial holding company focused on CoRe banking and Fintech, operating through three segments and actively engaging in M&A - **MVB Financial Corp.** is a financial holding company operating primarily through **MVB Bank, Inc.**, focusing on **Commercial and Retail (CoRe) banking** with a strategic emphasis on **Financial Technology (Fintech)** services for corporate clients nationwide[17](index=17&type=chunk)[18](index=18&type=chunk) - Significant M&A activity includes acquiring **Chartwell** (compliance services), divesting **four bank branches**, forming a mortgage joint venture (**ICM**), and acquiring assets from **The First State Bank** via an FDIC receivership[19](index=19&type=chunk) - Operations are structured into **three reportable segments**: **CoRe banking** (including **Fintech division**, **Chartwell**, and **Paladin Fraud**), **mortgage banking** (primarily from **ICM** equity investment), and the **financial holding company**[24](index=24&type=chunk)[25](index=25&type=chunk) [Lending Activities](index=9&type=section&id=Lending%20Activities) The company's loan portfolio is predominantly commercial, with residential loans also present, and both types are subject to specific risk management practices Loan Portfolio Composition as of December 31, 2020 | Loan Type | Amount (approx.) | % of Total Loans | | :--- | :--- | :--- | | Commercial Loans | $1.16 billion | 80.0% | | Residential Loans | $288.0 million | 19.8% | - Commercial lending poses **higher risk** due to reliance on business cash flow, necessitating **annual reviews** and specific evaluations for **COVID-19 impacts**[27](index=27&type=chunk)[28](index=28&type=chunk)[29](index=29&type=chunk) - Residential real estate loans generally require an **80%** loan-to-value ratio or private mortgage insurance, while construction financing is deemed **higher risk**, with residential construction loans to individuals totaling approximately **$119.4 million** at year-end[31](index=31&type=chunk)[32](index=32&type=chunk) [Human Capital and Competition](index=10&type=section&id=Human%20Capital%20and%20Competition) The company manages its 344 employees through culture and training initiatives while navigating intense competition from traditional and Fintech banks - As of December 31, 2020, the company had **344 employees**, with human capital initiatives focused on fostering a **strong culture**, investing in **training**, and ensuring **employee safety** during the **COVID-19 pandemic**, leading to over **85%** of team members transitioning to remote work[35](index=35&type=chunk)[36](index=36&type=chunk)[38](index=38&type=chunk) - The company faces **significant competition** in lending and deposits from **traditional banks**, **credit unions**, and **Fintech-focused banks/neobanks**, employing a strategy centered on **customer relationships** and a **needs-based selling approach** rather than solely on interest rates[33](index=33&type=chunk)[34](index=34&type=chunk) [Supervision and Regulation](index=11&type=section&id=Supervision%20and%20Regulation) The company is extensively regulated by federal and state authorities, adhering to frameworks like Dodd-Frank and maintaining strong capital ratios - The company and its subsidiaries are subject to **extensive regulation** by federal and state authorities, including the **Federal Reserve Board**, **FDIC**, and **SEC**, primarily for the **protection of depositors and the financial system**[43](index=43&type=chunk)[50](index=50&type=chunk)[51](index=51&type=chunk) - Major regulatory frameworks include the **Dodd-Frank Act** and the **Economic Growth, Regulatory Relief, and Consumer Protection Act (EGRRCPA)**, which modified certain Dodd-Frank provisions for smaller banks[46](index=46&type=chunk)[47](index=47&type=chunk) - As a financial holding company, MVB must ensure its depository institution subsidiaries are **well capitalized** and **well managed**, and it believes it qualifies for the Federal Reserve's **Small Bank Holding Company Policy Statement**, **exempting it from consolidated capital requirements**[54](index=54&type=chunk)[58](index=58&type=chunk) - The Bank is subject to **minimum capital ratios** under the Capital Rules, including a **capital conservation buffer**, with effective minimums of **7% for CET1**, **8.5% for Tier 1**, and **10.5% for Total capital** to risk-weighted assets as of January 1, 2019[82](index=82&type=chunk)[83](index=83&type=chunk) [Risk Factors](index=21&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from economic conditions, the COVID-19 pandemic, PPP exposure, non-residential loan concentration, Fintech investments, regulatory changes, cybersecurity, and stock volatility - The full impact of the **COVID-19 pandemic** remains unknown and could **materially affect** the company's business, financial condition, and results of operations, including negative impacts on **interest income** and **credit quality** through loan deferral programs[123](index=123&type=chunk)[124](index=124&type=chunk)[125](index=125&type=chunk) - Participation in the SBA's **Paycheck Protection Program (PPP)** exposes the company to **litigation risk** regarding loan processing and **credit risk** if the SBA denies its guarantee due to origination deficiencies[141](index=141&type=chunk)[142](index=142&type=chunk)[144](index=144&type=chunk) - Approximately **80%** of the loan portfolio comprises **non-residential real estate loans**, which carry **greater risk of non-payment and and loss** compared to residential mortgages[145](index=145&type=chunk) - Strategic **Fintech** initiatives, serving clients in **payments, cryptocurrency, and gaming industries**, introduce **increased business, reputational, operational, and regulatory risks**, with gaming deposits representing approximately **18% of total deposits** as of December 31, 2020[158](index=158&type=chunk)[159](index=159&type=chunk)[160](index=160&type=chunk) - Reliance on information systems exposes the company to **cybersecurity risks**, where a breach could **damage its reputation**, lead to a **loss of business**, and result in **litigation and financial liability**[170](index=170&type=chunk)[171](index=171&type=chunk)[174](index=174&type=chunk) [Unresolved Staff Comments](index=33&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - None [Properties](index=33&type=section&id=Item%202.%20Properties) The company owns its main office and 7 of 13 full-service branches, with 6 leased, and underwent branch closures and sales in 2020 - The company owns its **main office** and **7 of its 13 full-service banking branches**, with the remaining **6 branches being leased**[207](index=207&type=chunk) - In 2020, the company **closed one branch** in Morgantown, WV, and **sold four branches** in Berkeley and Jefferson Counties, WV[208](index=208&type=chunk)[209](index=209&type=chunk) [Legal Proceedings](index=34&type=section&id=Item%203.%20Legal%20Proceedings) The company reports no awareness of any material pending legal proceedings involving itself or its subsidiaries - The company reports that it is not aware of any material pending legal proceedings[210](index=210&type=chunk) [Mine Safety Disclosures](index=34&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company - Not applicable [Part II](index=35&type=section&id=PART%20II) [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=35&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity,%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) MVB Financial Corp.'s common stock trades on Nasdaq under 'MVBF', with 920 stockholders, paid $0.36 dividends in 2020, and repurchased 668,390 shares in Q4 2020 - The company's common stock trades on the **Nasdaq Capital Market** under the symbol "**MVBF**", with approximately **920 stockholders** of record as of March 8, 2021[214](index=214&type=chunk) Dividends Per Share | Year | Dividend per Share | | :--- | :--- | | 2020 | $0.36 | | 2019 | $0.195 | | 2018 | $0.11 | Share Repurchases (Q4 2020) | Period | Total Shares Purchased | Average Price Paid Per Share | | :--- | :--- | :--- | | Oct 2020 | 130,400 | $17.00 | | Nov 2020 | 1,500 | $16.37 | | Dec 2020 | 536,490 | $20.25 | | **Total** | **668,390** | | [Selected Financial Data](index=37&type=section&id=Item%206.%20Selected%20Financial%20Data) In 2020, total assets grew to $2.33 billion and net income to $37.0 million, driven by deposit growth, though nonperforming loans increased to 0.9% Selected Financial Data (2019 vs 2020) | (Dollars in thousands, except per share data) | 2020 | 2019 | | :--- | :--- | :--- | | **Balance Sheet Data:** | | | | Total Assets | $2,331,476 | $1,944,114 | | Loans receivable, net | $1,427,900 | $1,362,766 | | Deposits | $1,982,389 | $1,265,042 | | Stockholders' equity | $239,483 | $211,936 | | **Income Statement Data:** | | | | Net interest income | $68,826 | $59,400 | | Provision for loan loss | $16,579 | $1,789 | | Noninterest income | $91,837 | $64,604 | | Net income available to common shareholders | $36,950 | $26,512 | | **Per Share Data:** | | | | Earnings per share - basic | $3.13 | $2.26 | | Book value | $20.14 | $17.13 | | **Asset Quality Ratios:** | | | | Nonperforming loans to total loans | 0.9% | 0.4% | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=39&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In 2020, MVB's assets grew to $2.33 billion and net income to $37.4 million, driven by Fintech deposits and ICM, while increasing loan loss provisions due to COVID-19 and maintaining strong capital [Executive Summary and COVID-19 Impact](index=41&type=section&id=Executive%20Summary%20and%20COVID-19%20Impact) The company achieved strong financial results in 2020, actively participated in PPP, and implemented loan modifications in response to COVID-19 Key Financial Results (2020 vs. 2019) | Metric | 2020 | 2019 | | :--- | :--- | :--- | | Total Assets | $2.33 billion | $1.94 billion | | Deposits | $1.98 billion | $1.27 billion | | Net Income | $37.4 million | $27.0 million | | Diluted EPS | $3.06 | $2.20 | | Return on Average Assets | 1.7% | 1.4% | | Return on Average Equity | 16.7% | 13.6% | - The company actively participated in the **Paycheck Protection Program (PPP)**, originating **455 loans** with original balances of **$92.8 million**, with **$82.0 million** in PPP loans outstanding at year-end[234](index=234&type=chunk) - In response to the pandemic, the company approved **loan modifications** for commercial loans totaling **$34.7 million** and mortgage loans totaling **$13.5 million** as of December 31, 2020[234](index=234&type=chunk) [Net Interest Income and Margin](index=42&type=section&id=Net%20Interest%20Income%20and%20Margin) Net interest income increased by $9.4 million to $68.8 million in 2020, driven by lower cost of funds, resulting in a slightly improved net interest margin - Net interest income **increased by $9.4 million (15.9%)** to **$68.8 million** in 2020, primarily due to the **cost of interest-bearing liabilities (down 83 bps to 0.85%)** decreasing more than the **yield on earning assets (down 70 bps to 4.17%)**[245](index=245&type=chunk)[251](index=251&type=chunk) - The tax-equivalent net interest margin (NIM) slightly increased to **3.57%** in 2020 from **3.53%** in 2019, with the net interest spread widening to **3.32%** from **3.19%**, aided by a **$243.9 million** increase in average noninterest-bearing demand deposits[242](index=242&type=chunk)[243](index=243&type=chunk) [Provision for Loan Losses](index=46&type=section&id=Provision%20for%20Loan%20Losses) The provision for loan losses significantly increased to $16.6 million in 2020, primarily due to qualitative adjustments and risk grade changes in response to COVID-19 Provision for Loan Losses | Year | Provision Amount | | :--- | :--- | | 2020 | $16.6 million | | 2019 | $1.8 million | | 2018 | $2.4 million | - The **substantial increase** in the 2020 provision was primarily driven by qualitative adjustment factor changes in response to the **COVID-19 pandemic**, with **$12.8 million** from framework enhancements and **$3.8 million** from risk grade adjustments for significant loans[254](index=254&type=chunk)[256](index=256&type=chunk)[257](index=257&type=chunk) [Noninterest Income and Expense](index=47&type=section&id=Noninterest%20Income%20and%20Expense) Noninterest income grew by $27.2 million to $91.8 million, driven by ICM and M&A gains, while noninterest expense rose by $9.9 million to $97.1 million due to salaries and professional fees - Noninterest income **increased by $27.2 million** to **$91.8 million** in 2020, primarily driven by **$24.2 million** from the **ICM equity method investment**, **$17.6 million** in gains from **acquisition/divestiture activity**, and a **$3.5 million** increase in **compliance consulting income**[259](index=259&type=chunk)[260](index=260&type=chunk)[261](index=261&type=chunk) - Noninterest expense **increased by $9.9 million** to **$97.1 million** in 2020, mainly due to a **$5.5 million** rise in **salaries and benefits** from team build-outs and acquisitions, and a **$3.5 million** increase in **professional fees** related to M&A transactions[265](index=265&type=chunk)[266](index=266&type=chunk) [Financial Condition Analysis](index=49&type=section&id=Financial%20Condition%20Analysis) Total loans grew to $1.45 billion, driven by PPP, while asset quality indicators showed some deterioration; deposits surged to $1.98 billion, largely from Fintech, and capital ratios remained strong - Total loans **grew by $79.2 million** to **$1.45 billion**, with commercial and non-residential real estate loans forming **79.9%** of the portfolio, primarily driven by **$82.0 million** in outstanding **PPP loans**[279](index=279&type=chunk)[280](index=280&type=chunk) Asset Quality Indicators (as of Dec 31) | Metric | 2020 | 2019 | | :--- | :--- | :--- | | Non-performing assets | $19.4 million | $6.5 million | | Allowance for loan losses | $25.8 million | $11.8 million | | Non-performing assets to total assets | 0.8% | 0.3% | | Allowance for loan losses to non-performing loans | 188.5% | 229.8% | - Total deposits **increased by $717.3 million** to **$1.98 billion**, with **noninterest-bearing deposits** growing to **$715.8 million (36.1% of total deposits)** from **$278.5 million (22.0% of total deposits)** in 2019, primarily driven by **Fintech deposits**[302](index=302&type=chunk)[304](index=304&type=chunk) - The Bank's capital ratios remained **strong** and above **well-capitalized standards**, with a **Total risk-based capital ratio of 15.8%** and a **Tier 1 leverage ratio of 11.0%** at December 31, 2020[310](index=310&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=55&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate risk, managed by ALCO, showing asset sensitivity with NII benefiting from rising rates, alongside heightened credit risk due to COVID-19 - The company's primary market risk is **interest rate fluctuation**, managed by its **Asset and Liability Committee (ALCO)** using **simulation analysis** to model impacts on **net interest income (NII)** and **economic value of equity (EVE)**[328](index=328&type=chunk)[330](index=330&type=chunk)[333](index=333&type=chunk) Estimated Change in Net Interest Income from Rate Shocks (as of Dec 31, 2020) | Change in Interest Rates (bp) | % Change in NII | | :--- | :--- | | +400 | 42.7% | | +200 | 19.3% | | +100 | 9.6% | | -100 | (6.6)% | | -200 | (9.6)% | - As of December 31, 2020, the company is in an **asset-sensitive position**, generally **more favorable in a rising rate environment**, marking a shift from its 2019 exposure to falling rates[337](index=337&type=chunk)[338](index=338&type=chunk) [Financial Statements and Supplementary Data](index=58&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited consolidated financial statements for 2020, with an unqualified opinion from Dixon Hughes Goodman LLP, including balance sheets, income statements, and detailed notes [Consolidated Financial Statements](index=62&type=section&id=Consolidated%20Financial%20Statements) Dixon Hughes Goodman LLP issued an unqualified opinion on the 2020 consolidated financial statements, which show total assets of $2.33 billion and net income of $37.4 million - The independent auditor, **Dixon Hughes Goodman LLP**, issued an **unqualified opinion** on the **consolidated financial statements** and the company's **internal control over financial reporting** as of December 31, 2020[354](index=354&type=chunk)[367](index=367&type=chunk) Consolidated Balance Sheet Highlights (as of Dec 31) | (Dollars in thousands) | 2020 | 2019 | | :--- | :--- | :--- | | Total Assets | $2,331,476 | $1,944,114 | | Loans receivable, net | $1,427,900 | $1,362,766 | | Goodwill | $2,350 | $19,630 | | Total Deposits | $1,982,389 | $1,265,042 | | Total Stockholders' Equity | $239,483 | $211,936 | Consolidated Income Statement Highlights (Year Ended Dec 31) | (Dollars in thousands) | 2020 | 2019 | | :--- | :--- | :--- | | Net Interest Income | $68,826 | $59,400 | | Provision for loan losses | $16,579 | $1,789 | | Noninterest Income | $91,837 | $64,604 | | Noninterest Expenses | $97,141 | $87,201 | | Net Income | $37,411 | $26,991 | [Notes to Consolidated Financial Statements](index=74&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail the allowance for loan losses, ICM equity investment, goodwill reduction, and significant M&A transactions including the First State Bank acquisition and branch divestitures - The allowance for loan losses (ALL) methodology uses historical experience adjusted for qualitative factors, with the ALL balance increasing to **$25.8 million** at year-end 2020 from **$11.8 million** in 2019 (Note 3)[400](index=400&type=chunk)[499](index=499&type=chunk) - The investment in **Intercoastal Mortgage Company (ICM)** is an **equity method investment** that contributed **$24.2 million** to income in 2020 (Note 5)[520](index=520&type=chunk) - Goodwill **decreased from $19.6 million to $2.4 million**, primarily due to a **$16.9 million reduction** related to the **ICM mortgage combination transaction** (Note 12)[565](index=565&type=chunk) - Significant 2020 transactions include the **acquisition of assets from The First State Bank** (a **$4.7 million bargain purchase gain**), the **divestiture of four branches** (a **$9.6 million gain**), and the **combination with Intercoastal to form ICM** (a **$3.3 million gain**) (Note 24)[616](index=616&type=chunk)[622](index=622&type=chunk)[630](index=630&type=chunk)[632](index=632&type=chunk) [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=124&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants regarding accounting and financial disclosure - None [Controls and Procedures](index=124&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2020, excluding the recently acquired First State Bank - The CEO and CFO concluded that the company's disclosure controls and procedures were **effective** as of December 31, 2020[637](index=637&type=chunk) - Management assessed internal control over financial reporting as **effective** as of December 31, 2020, based on the **COSO framework**, identifying **no material weaknesses**[642](index=642&type=chunk)[643](index=643&type=chunk) - The assessment of internal controls **excluded the operations of The First State Bank**, acquired during 2020, as permitted by SEC guidance[639](index=639&type=chunk) [Other Information](index=126&type=section&id=Item%209B.%20Other%20Information) The company reports no other information for this item - None [Part III](index=126&type=section&id=PART%20III) [Directors, Executive Officers and Corporate Governance](index=126&type=section&id=Item%2010.%20Directors,%20Executive%20Officers%20and%20Corporate%20Governance) Information for this item is incorporated by reference from the company's definitive 2021 Proxy Statement - This information is incorporated by reference from the registrant's definitive proxy statement for the 2021 Annual Meeting of Shareholders[650](index=650&type=chunk) [Executive Compensation](index=126&type=section&id=Item%2011.%20Executive%20Compensation) Information for this item is incorporated by reference from the company's definitive 2021 Proxy Statement - This information is incorporated by reference from the registrant's definitive proxy statement for the 2021 Annual Meeting of Shareholders[651](index=651&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=126&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Security ownership information is incorporated from the 2021 Proxy Statement, detailing 947,988 outstanding options at $14.66 and 569,997 available for future issuance Equity Compensation Plan Information as of December 31, 2020 | Plan Category | Securities to be issued upon exercise of outstanding options | Weighted-average exercise price of outstanding options | Securities remaining available for future issuance | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by security holders | 947,988 | $14.66 | 569,997 | [Certain Relationships and Related Transactions, and Director Independence](index=126&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions,%20and%20Director%20Independence) Information for this item is incorporated by reference from the company's definitive 2021 Proxy Statement - This information is incorporated by reference from the registrant's definitive proxy statement for the 2021 Annual Meeting of Shareholders[654](index=654&type=chunk) [Principal Accountant Fees and Services](index=126&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information for this item is incorporated by reference from the company's definitive 2021 Proxy Statement - This information is incorporated by reference from the registrant's definitive proxy statement for the 2021 Annual Meeting of Shareholders[655](index=655&type=chunk) [Part IV](index=127&type=section&id=PART%20IV) [Exhibits and Financial Statement Schedules](index=127&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists financial statements filed under Item 8 and provides an index of all exhibits, including governance documents and certifications - This section lists the **consolidated financial statements** filed under **Item 8** and provides an **index of exhibits** filed with the report, including **governance documents**, **material agreements**, and **required certifications**[657](index=657&type=chunk)[659](index=659&type=chunk)[661](index=661&type=chunk) [Form 10-K Summary](index=129&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company reports no Form 10-K summary - None

Financial Performance - Net income from continuing operations for the nine months ended September 30, 2020, was $25,573 thousand, compared to $22,469 thousand for the same period in 2019, marking an increase of approximately 9.4%[8] - Earnings per share from continuing operations increased to $2.11 for the nine months ended September 30, 2020, compared to $1.89 for the same period in 2019, representing a growth of about 11.6%[9] - Comprehensive income for the nine months ended September 30, 2020, was $25,642 thousand, compared to $27,560 thousand in 2019, showing a decrease of about 6.9%[11] - Net income for the nine months ended September 30, 2020, was $25,573,000, an increase from $22,896,000 in the same period of 2019, representing an increase of approximately 11.6%[17] - The Company reported total revenues of $62,915,000 and net income of $28,979,000 for the three months ended September 30, 2020, with gross profit also at $33,765,000[107] - For the three months ended September 30, 2020, net income was $6,491 thousand, compared to $4,327 thousand for the same period in 2019, representing a year-over-year increase of approximately 50%[148] Asset Growth - Total assets increased to $2,214,459 thousand as of September 30, 2020, up from $1,944,114 thousand at December 31, 2019, representing a growth of approximately 13.9%[6] - Total deposits rose to $1,898,957 thousand as of September 30, 2020, compared to $1,265,042 thousand at December 31, 2019, representing an increase of approximately 50%[6] - The total stockholders' equity increased to $234,116,000 as of September 30, 2020, compared to $211,936,000 at the end of 2019, representing a growth of approximately 10.5%[14] - Cash and cash equivalents at the end of the period reached $295,823,000, a significant increase from $36,568,000 at the end of the same period in 2019[17] Loan and Deposit Activity - Net loans reached $1,402,680 thousand, an increase from $1,362,766 thousand, reflecting a growth of about 2.9%[6] - Total loans increased to $1,430.3 million as of September 30, 2020, compared to $1,374.2 million at December 31, 2019, reflecting a growth of 4.1%[51] - The company reported a net increase in deposits of $491,259,000 for the nine months ended September 30, 2020, compared to $147,250,000 in the same period of 2019, indicating strong deposit growth[17] Noninterest Income - Total noninterest income for the nine months ended September 30, 2020, was $75,761 thousand, up from $49,848 thousand in 2019, indicating a significant increase of approximately 52.1%[8] - Noninterest income for the nine months ended September 30, 2020, totaled $75.76 million, a significant increase from $49.85 million in the same period of 2019, marking a 52% growth[186] - Compliance consulting income surged to $3.04 million for the nine months ended September 30, 2020, compared to only $25 thousand in the same period of 2019, indicating a substantial increase[186] Loan Loss Provisions - Provision for loan losses was $16,365 thousand for the nine months ended September 30, 2020, compared to $1,557 thousand in 2019, reflecting a substantial increase due to economic uncertainties[8] - The provision for loan losses increased significantly to $16,365,000 for the nine months ended September 30, 2020, compared to $1,557,000 for the same period in 2019, indicating a substantial rise in expected credit losses[17] - Provision for loan losses for the three months ended September 30, 2020, was $8,631 thousand, compared to $657 thousand for the same period in 2019, reflecting a significant increase due to economic uncertainties[148] Investment Activity - The company incurred a net cash used in investing activities of $(154,717,000) for the nine months ended September 30, 2020, compared to $(74,566,000) in 2019, reflecting increased investment activity[17] - The investment securities available-for-sale totaled $297.964 million at September 30, 2020, with unrealized losses of $694 thousand[44] - The company sold investments available-for-sale worth $48.6 million for the nine-month period ended September 30, 2020, resulting in gross gains of $899 thousand[47] Credit Quality and Impairment - The total allowance for loan losses (ALL) was $25.816 million, an increase from $17.569 million as of June 30, 2020, reflecting a provision of $16.257 million during the quarter[63] - The total recorded investment in impaired loans as of September 30, 2020, was $17.5 million, with $10.5 million classified with specific allowance and $6.99 million without[75] - Impaired loans increased by $8.0 million, or 84.6%, during the nine months ended September 30, 2020, reaching a total of $17.5 million[75] Acquisitions and Mergers - The company completed the combination of MVB Mortgage with Intercoastal Mortgage Company on July 1, 2020, enhancing its position in the Mid-Atlantic residential mortgage lending market[147] - The acquisition of First State Bank on April 3, 2020, involved a net asset discount of $33.2 million and the acquisition of deposits valued at approximately $140 million[192] - A bargain purchase gain of $4.671 million was recognized on the First State acquisition[198] Miscellaneous - The company is actively evaluating the impact of COVID-19 on its financial condition and results of operations, with potential material effects[32] - The company recognized unrealized holding gains on equity securities of $94 thousand for the three-month period ended September 30, 2020[49] - The company reported a significant increase in mortgage fee income to $33,427 thousand for the nine months ended September 30, 2020, compared to $28,030 thousand in 2019, representing a growth of about 19.5%[8]

Financial Performance - Net income from continuing operations was $19,082 thousand for the six months ended June 30, 2020, compared to $18,123 thousand for the same period in 2019, indicating a growth of 5.3%[11]. - Net income for the six months ended June 30, 2020, was $19,082,000, compared to $18,569,000 for the same period in 2019, reflecting an increase of 2.8%[18]. - Net income for the three months ended June 30, 2020, was $18,034 thousand, compared to $15,377 thousand for the same period in 2019, reflecting an increase of about 17.2%[158]. - The Company reported a total noninterest income of $56.363 million for the six months ended June 30, 2020, compared to $35.152 million for the same period in 2019, representing a 60.4% increase[194]. - Total revenue for the three months ended June 30, 2020, was $21,774 thousand, an increase from $20,470 thousand for the same period in 2019, representing a growth of approximately 6.4%[157]. Asset Growth - Total assets increased to $2,215,157 thousand as of June 30, 2020, up from $1,944,114 thousand at December 31, 2019, representing a growth of approximately 14%[8]. - Total stockholders' equity increased to $228,500,000 as of June 30, 2020, up from $211,936,000 at the end of 2019, reflecting a growth of 7.8%[18]. - The company reported cash and cash equivalents of $78,854,000 at the end of June 30, 2020, compared to $21,209,000 at the end of the previous year, indicating a substantial increase in liquidity[19]. - The balance of loans held for sale increased to $242,089,000 as of June 30, 2020, compared to $109,788,000 at December 31, 2019, reflecting a significant growth[135]. Loan and Deposit Metrics - Net loans rose to $1,476,930 thousand, an increase of 8.3% from $1,362,766 thousand at the end of 2019[8]. - Total deposits reached $1,863,963 thousand, reflecting a significant increase of 47.3% compared to $1,265,042 thousand at the end of 2019[8]. - The net increase in deposits was $456,265,000 for the six months ended June 30, 2020, compared to $68,583,000 in 2019, showing strong deposit growth[19]. - The company’s residential real estate loans increased to $279,626 thousand as of June 30, 2020, compared to $271,604 thousand at December 31, 2019, reflecting a growth of approximately 3.0%[49]. Provision for Loan Losses - The provision for loan losses increased significantly to $7,734 thousand for the six months ended June 30, 2020, compared to $900 thousand in the same period of 2019[10]. - The provision for loan losses for the three months ended June 30, 2020, was $6,596 thousand, compared to $600 thousand for the same period in 2019, indicating a significant increase of approximately 1,032.7%[157]. - The allowance for loan losses (ALL) increased to $17,569 thousand as of June 30, 2020, up from $11,775 thousand at December 31, 2019, indicating a rise of approximately 49.4%[62]. Noninterest Income and Expenses - Noninterest income surged to $56,363 thousand for the six months ended June 30, 2020, up from $35,152 thousand in the prior year, marking a growth of 60.4%[10]. - The company reported total noninterest expenses of $33,333 thousand for the three months ended June 30, 2020, compared to $20,390 thousand for the same period in 2019, indicating an increase of approximately 63.6%[158]. - Noninterest income in the Mortgage Banking segment increased by $17.6 million, primarily due to a $12.3 million increase in the gain on derivatives and a $5.4 million increase in mortgage fee income[173]. Acquisitions and Business Combinations - The company completed a business combination that resulted in net cash provided of $64,633,000, contributing positively to its financial position[18]. - The Bank acquired assets and assumed liabilities of First State Bank for a net asset discount of $33.2 million, with total deposits valued at approximately $140.0 million[201]. - A pre-tax bargain purchase gain of $4.671 million was recognized on the First State Bank acquisition[207]. Risk and Impairment - Impaired loans increased by $8.1 million, or 85.1%, during the six months ended June 30, 2020, primarily due to the identification of $8.2 million of impaired loans[72]. - The total impaired loans as of June 30, 2020, were $17,748,000, with $10,737,000 requiring a specific allowance[72]. - The company evaluates loans for impairment based on payment status, collateral value, and the probability of collecting scheduled payments[63]. Stock and Shareholder Information - Earnings per share from continuing operations increased to $1.58 for the six months ended June 30, 2020, compared to $1.54 in the same period of 2019[13]. - The Company’s stock repurchase program allows for the repurchase of up to $5.0 million of its outstanding shares over 12 months[149]. - The Company repurchased a total of 45,600 shares of its common stock in March, May, and June 2020, at average prices of $16.00, $14.18, and $13.53 respectively[150][151][152].

Financial Performance - Net income for Q1 2020 was $1,048 thousand, a decrease of 67.2% from $3,192 thousand in Q1 2019[9]. - Earnings per share (basic and diluted) decreased to $0.08 in Q1 2020 from $0.26 in Q1 2019, a decline of 69.2%[9]. - The company reported a comprehensive income of $131 thousand for Q1 2020, down from $4,109 thousand in Q1 2019, reflecting a decline of 96.8%[11]. - For the three months ended March 31, 2020, net income available to common shareholders decreased to $934 thousand from $3,071 thousand in 2019, representing a decline of approximately 69.6%[130]. - The Company’s return on average assets decreased to 0.22% in Q1 2020 from 0.73% in Q1 2019, while return on average equity fell to 1.95% from 7.18%[173]. - For Q1 2020, the company earned $1.0 million, a decrease from $3.2 million in Q1 2019[195]. Income and Revenue - Net interest income after provision for loan losses was $15,033 thousand for Q1 2020, compared to $13,672 thousand in Q1 2019, reflecting an increase of 9.9%[8]. - Noninterest income rose to $10,850 thousand in Q1 2020, up from $8,765 thousand in Q1 2019, marking a growth of 23.7%[8]. - Noninterest income for the three months ended March 31, 2020, totaled $10.85 million, an increase from $8.765 million in the same period of 2019, representing a growth of approximately 23.6%[159]. - Noninterest income increased by $1.8 million, driven by a $1.0 million rise in consulting income and a $396 thousand increase in gains on the sale of securities[137]. - Mortgage fee income surged by $4.7 million, attributed to an increase of $171.7 million in mortgage loans sold compared to the same period in 2019[144]. Assets and Liabilities - Total assets increased to $2,099,680 thousand as of March 31, 2020, up from $1,944,114 thousand at December 31, 2019, representing a growth of 8.0%[6]. - Total deposits increased to $1,598,239 thousand as of March 31, 2020, up from $1,265,042 thousand at December 31, 2019, representing a growth of 26.3%[6]. - Cash and cash equivalents increased to $88,874 thousand as of March 31, 2020, up from $28,002 thousand at December 31, 2019, a growth of 216.5%[6]. - The estimated fair value of financial liabilities, including deposits and borrowings, was $1,594,168,000 as of March 31, 2020, slightly down from $1,249,135,000 as of December 31, 2019[124]. - The total balance of recurring level III assets increased to $42,417,000 as of March 31, 2020, from $38,919,000 at December 31, 2019[115]. Loan Performance - Provision for loan losses increased to $1,138 thousand in Q1 2020, compared to $300 thousand in Q1 2019, indicating a significant rise in risk assessment[8]. - The allowance for loan losses (ALL) balance at March 31, 2020, was $11,161 thousand, down from $11,775 thousand as of December 31, 2019, reflecting a charge-off of $1,756 thousand[52]. - Impaired loans increased by $743 thousand, or 7.8%, during the three months ended March 31, 2020, totaling $10,226 thousand[61]. - The total loans as of March 31, 2020, amounted to $1,396,606 thousand, with commercial loans at $1,094,494 thousand and residential loans at $261,493 thousand[52]. - The provision for loan losses for the first quarter of 2020 was a recovery of $1,138 thousand, indicating a positive adjustment to the ALL[52]. Expenses - Total noninterest expenses rose to $24,656 thousand in Q1 2020, compared to $18,448 thousand in Q1 2019, an increase of 33.5%[8]. - Noninterest expenses rose by $2.8 million, primarily due to a $1.5 million increase in salaries and employee benefits, linked to the expansion of the Fintech team and personnel from the Chartwell acquisition[138]. - Charge-offs in Q1 2020 totaled $1.8 million, compared to no charge-offs in Q1 2019[200]. Strategic Initiatives - The company is actively participating in the Paycheck Protection Program (PPP) to assist clients during the COVID-19 pandemic[29]. - MVB Financial Corp. is in the process of a mortgage business combination with Intercoastal Mortgage Company, expected to close in mid-2020, which will enhance its mortgage origination services[26][27]. - The Company is expanding its services to Fintech clients and banks through its dedicated Fintech sales team, which is expected to generate fee income revenue as relationships grow[186]. - The Company entered into a Purchase and Assumption Agreement with the FDIC to acquire certain assets and liabilities of The First State Bank, enhancing its branch network[183]. Market Conditions - The impact of the COVID-19 pandemic on the company's financial condition and results of operations is currently being evaluated and quantified[28]. - The ongoing COVID-19 pandemic has led to significant downward movement in the fed funds rate[205].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO 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 (Stat ...

Financial Performance - Net income for the nine months ended September 30, 2019, was $22,896 thousand, a significant increase of 154% compared to $9,004 thousand for the same period in 2018[10]. - Comprehensive income for the nine months ended September 30, 2019, was $27,560 thousand, compared to $4,032 thousand in 2018, reflecting a substantial increase[14]. - The company reported a net income available to common shareholders of $22,532 thousand for the nine months ended September 30, 2019, compared to $8,638 thousand in 2018, an increase of 161%[11]. - Net income from continuing operations for the nine months ended September 30, 2019, was $22,469 thousand, compared to $9,004 thousand for the same period in 2018, representing a 149% increase[141]. - Basic earnings per share from continuing operations increased to $1.89 for the three months ended September 30, 2019, up from $0.80 in the same period of 2018, reflecting a 136% growth[141]. Asset Growth - Total assets increased to $1,961,952 thousand as of September 30, 2019, up from $1,750,969 thousand at December 31, 2018, representing a growth of 12%[8]. - Total stockholders' equity increased to $206,240,000 as of September 30, 2019, up from $176,773,000 at the beginning of the year, reflecting a growth of approximately 16.6%[15]. - The estimated fair value of loans, net increased from $1,276,065 thousand on December 31, 2018, to $1,371,646 thousand on September 30, 2019, an increase of approximately 7.5%[129]. Income Sources - Total noninterest income increased to $49,848 thousand for the nine months ended September 30, 2019, up from $30,345 thousand in 2018, marking a growth of 64%[10]. - Noninterest income in the Mortgage Banking segment increased by $5.2 million, primarily due to a $3.0 million rise in mortgage fee income and a $2.2 million increase in gain on derivatives[159]. - Service charges on deposit accounts increased to $985 thousand for the nine months ended September 30, 2019, compared to $741 thousand in the same period of 2018, reflecting a growth of 33%[176]. Loan and Deposit Activity - Total loans increased to $1,382.3 million as of September 30, 2019, compared to $1,304.6 million as of December 31, 2018, reflecting a growth of approximately 5.9%[52]. - Total deposits reached $1,456,404 thousand as of September 30, 2019, an increase of 11% from $1,309,154 thousand at December 31, 2018[8]. - The net increase in deposits for the nine months ended September 30, 2019, was $147,250,000, compared to $219,606,000 in the same period of 2018[16]. Expenses and Provisions - Noninterest expenses increased by $2.2 million, primarily due to a $1.3 million rise in salaries and employee benefits expense[154]. - Provision expense decreased by $400 thousand, reflecting the net impact of various factors[154]. - The allowance for loan losses was $11.874 million, representing 0.86% of total loans[191]. Acquisitions and Investments - The acquisition of Chartwell Compliance was completed for a total purchase consideration of $4.1 million, including $3.1 million in cash and $1.0 million in common stock[180]. - The Company recognized $2.264 million in noninterest income in scope of Topic 606 for the nine months ended September 30, 2019, compared to $1.489 million for the same period in 2018, indicating a growth of 52%[176]. Financial Ratios - The return on average assets was 1.67% for the nine months ended September 30, 2019, compared to 0.75% for the same period in 2018[191]. - The return on average equity was 15.99% for the nine months ended September 30, 2019, compared to 7.65% for the same period in 2018[191]. - The efficiency ratio improved to 66.63% for the nine months ended September 30, 2019, compared to 80.02% for the same period in 2018[191]. Employee and Operational Metrics - The company had 420 full-time equivalent employees as of September 30, 2019[202]. - The company reported capital expenditures of $505 thousand for the three months ended September 30, 2019[150].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) 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, WV | 26554 | | (Address of principal executive offi ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 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 Virg ...

Part I [Business](index=4&type=section&id=Item%201.%20Business) MVB Financial Corp. operates as a financial holding company primarily through MVB Bank, Inc., focusing on community and mortgage banking in West Virginia and Virginia, subject to extensive regulation [Corporate and Business Overview](index=4&type=section&id=Corporate%20and%20Business%20Overview) MVB Financial Corp. is a financial holding company operating through MVB Bank and its subsidiaries, focusing on community and mortgage banking, and Fintech investments - MVB Financial Corp. is a financial holding company whose principal subsidiary is MVB Bank, Inc. The bank's operating subsidiaries include MVB Mortgage, MVB Insurance, LLC, and MVB Community Development Corporation[11](index=11&type=chunk) - The company's main business activities are community banking and mortgage banking, leveraging Fintech investments to provide services to corporate clients across the U.S[16](index=16&type=chunk) - The company operates through three reportable segments: commercial and retail banking, mortgage banking, and a financial holding company[19](index=19&type=chunk) [Primary Market Area and Lending Activities](index=5&type=section&id=Primary%20Market%20Area%20and%20Lending%20Activities) The company's primary market spans West Virginia and Virginia, with a loan portfolio heavily concentrated in commercial loans (**72.2%**) and real estate loans (**27.1%**) as of 2018 - The company's primary market area consists of Marion, Harrison, Jefferson, Berkeley, Monongalia, and Kanawha counties in West Virginia, and Fairfax and Loudoun counties in Virginia[20](index=20&type=chunk) Loan Portfolio Composition as of December 31, 2018 | Loan Category | Amount (millions) | Percentage of Total Portfolio | | :--- | :--- | :--- | | Commercial Loans | $941.0 | 72.2% | | Real Estate Loans | $353.9 | 27.1% | | Consumer Loans | $9.6 | 0.7% | Unemployment Rates in Primary Market Areas (December) | County | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | | Berkeley County, WV | 3.5% | 3.6% | 3.0% | | Harrison County, WV | 4.3% | 4.6% | 4.9% | | Jefferson County, WV | 3.0% | 3.0% | 2.6% | | Marion County, WV | 4.9% | 5.4% | 5.1% | | Monongalia County, WV | 3.7% | 3.5% | 3.3% | | Kanawha County, WV | 4.5% | 5.1% | 4.7% | | Fairfax County, VA | 2.1% | 2.6% | 3.0% | | Loudoun County, VA | 2.1% | 2.7% | 3.0% | [Supervision and Regulation](index=7&type=section&id=Supervision%20and%20Regulation) The company and its subsidiaries are extensively regulated by federal and state authorities, including the Federal Reserve Board and FDIC, with regulations governing capital, dividends, and consumer protection - The company is regulated as a financial holding company by the Federal Reserve Board, while its subsidiary, MVB Bank, is a West Virginia state-chartered bank primarily regulated by the West Virginia Division of Financial Institutions and the FDIC[45](index=45&type=chunk)[46](index=46&type=chunk) - The Economic Growth, Regulatory Relief and Consumer Protection Act (EGRRCPA) of 2018 modified certain provisions of the Dodd-Frank Act, easing regulations for banks with less than **$10 billion** in assets, including simplifying capital calculations and exempting certain mortgage loans from ability-to-repay requirements[42](index=42&type=chunk)[43](index=43&type=chunk) - The company qualifies under the Federal Reserve Board's Small Bank Holding Company Policy Statement, exempting it from consolidated capital requirements and subjecting it to a debt-to-equity ratio requirement of **1.0:1** or less to be considered well capitalized[53](index=53&type=chunk) Minimum Capital Ratios under Capital Rules (Effective Jan 1, 2015) | Capital Measure | Minimum Ratio | | :--- | :--- | | Common Equity Tier 1 (CET1) to risk-weighted assets | 4.5% | | Tier 1 capital to risk-weighted assets | 6.0% | | Total capital to risk-weighted assets | 8.0% | | Tier 1 capital to average consolidated assets (leverage ratio) | 4.0% | - As of January 1, 2019, the fully phased-in Capital Rules require the Bank to maintain a capital conservation buffer of **2.5%** of CET1, effectively increasing the minimum ratios for CET1, Tier 1, and Total capital to **7.0%**, **8.5%**, and **10.5%**, respectively[76](index=76&type=chunk) [Risk Factors](index=19&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from economic conditions in its primary markets, loan portfolio concentration, intense competition, regulatory changes, and cybersecurity threats [Risks Related to Economic and Market Conditions](index=19&type=section&id=Risks%20Related%20to%20Economic%20and%20Market%20Conditions) The company's financial performance is highly dependent on local economic conditions in West Virginia and Virginia, with **77.7%** of its loan portfolio concentrated in real estate in these markets - The company's business is highly dependent on the general economic conditions of West Virginia and Virginia, making it susceptible to local economic downturns[116](index=116&type=chunk)[120](index=120&type=chunk) - Nearly **77.7%** of the company's total loan portfolio consists of real estate interests concentrated in West Virginia and Virginia, exposing it to risks from declining real estate values in these markets[122](index=122&type=chunk) [Risks Related to Our Business](index=20&type=section&id=Risks%20Related%20to%20Our%20Business) Business risks include high nonresidential real estate loan concentration, reliance on the secondary mortgage market, interest rate sensitivity, competition, and cybersecurity threats - Nonresidential real estate loans, which constitute **72.9%** of the loan portfolio, expose the company to greater risks of nonpayment and loss compared to residential mortgage loans[125](index=125&type=chunk) - The profitability of MVB Mortgage is highly dependent on the existence of an active secondary market and its ability to sell originated mortgage loans, particularly to government-sponsored enterprises like Fannie Mae and Freddie Mac[127](index=127&type=chunk)[128](index=128&type=chunk) - The company faces substantial competition from larger national, regional, and community banks, as well as non-bank financial institutions, which may have greater resources and fewer regulatory constraints[137](index=137&type=chunk) - The company relies on information systems for its operations and is subject to cybersecurity risks, including cyber-attacks that could disrupt business, compromise customer data, and result in financial losses or reputational damage[149](index=149&type=chunk)[153](index=153&type=chunk) [Risks Related to the Legal and Regulatory Environment](index=25&type=section&id=Risks%20Related%20to%20the%20Legal%20and%20Regulatory%20Environment) The company faces risks from extensive government regulation, changes in tax laws like the Tax Cuts and Jobs Act of 2017, and the need to meet stringent capital adequacy guidelines - The company is subject to extensive government regulation and supervision, and changes in laws or policies, such as the Dodd-Frank Act, could impose additional costs and limit business activities[164](index=164&type=chunk) - The Tax Cuts and Jobs Act of 2017 significantly changed U.S. tax laws, affecting the company's performance, resulting in an income tax charge of **$646 thousand** for the year ended December 31, 2017[163](index=163&type=chunk) - Failure to meet regulatory capital adequacy guidelines could materially and adversely affect the company's financial condition and compromise its status as a financial holding company[166](index=166&type=chunk) [Properties](index=28&type=section&id=Item%202.%20Properties) As of December 31, 2018, the company operated **15** full-service banking branches (**8** owned, **7** leased) and **11** leased mortgage-only offices, with its main office owned in Fairmont, West Virginia - The company owns its main office in Fairmont, West Virginia, and operates a total of **15** full-service banking branches (**8** owned, **7** leased) and **11** mortgage-only offices (all leased)[176](index=176&type=chunk) [Legal Proceedings](index=28&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in routine legal claims but is unaware of any proceedings expected to have a material adverse effect on its financial condition or operations - The company is not aware of any asserted or unasserted legal proceedings or claims that would have a material adverse effect on its financial condition or results of operations[179](index=179&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=30&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) This section details the company's common stock trading on Nasdaq, including quarterly market data, dividends, and a five-year performance comparison against key indices Quarterly Market and Dividend Information (per share) | Quarter | 2018 High | 2018 Low | 2018 Dividend | 2017 High | 2017 Low | 2017 Dividend | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | First | $20.00 | $17.86 | $0.025 | $14.00 | $12.70 | $0.025 | | Second | $19.75 | $17.73 | $0.025 | $13.25 | $12.55 | $0.025 | | Third | $19.45 | $16.24 | $0.030 | $18.90 | $13.05 | $0.025 | | Fourth | $19.53 | $17.11 | $0.030 | $20.40 | $18.26 | $0.025 | Five-Year Performance Graph (Cumulative Total Return) | Index | 12/31/2013 | 12/31/2014 | 12/31/2015 | 12/31/2016 | 12/31/2017 | 12/31/2018 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | MVB Financial Corp. | $100.00 | $90.78 | $79.88 | $78.55 | $123.13 | $111.39 | | KBW Bank Index | $100.00 | $107.22 | $105.52 | $132.53 | $154.07 | $123.87 | | Russell 2000 | $100.00 | $103.53 | $97.62 | $116.63 | $131.96 | $115.89 | [Selected Financial Data](index=32&type=section&id=Item%206.%20Selected%20Financial%20Data) This section provides a five-year summary of key consolidated financial data, including balance sheet, income statement, per share, and asset quality ratios, along with a tangible book value reconciliation Selected Financial Data (2016-2018) | (Dollars in thousands except per share data) | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | | **Balance Sheet Data:** | | | | | Total Assets | $1,750,969 | $1,534,302 | $1,418,804 | | Loans, net | $1,293,427 | $1,096,063 | $1,043,764 | | Deposits | $1,309,154 | $1,159,580 | $1,107,017 | | Stockholders' equity | $176,773 | $150,192 | $145,624 | | **Income Statement Data:** | | | | | Net interest income | $52,054 | $44,297 | $42,991 | | Net Income | $12,003 | $7,575 | $12,912 | | Net Income available to common shareholders | $11,514 | $7,077 | $11,784 | | **Per Share Data:** | | | | | Earnings per share per common shareholder - diluted | $1.00 | $0.68 | $1.31 | | Cash dividends | $0.11 | $0.10 | $0.08 | | Book value | $14.55 | $13.63 | $12.93 | | **Asset Quality Ratios:** | | | | | Nonperforming loans to gross loans | 0.54% | 0.88% | 0.59% | | Net charge-offs to gross loans | 0.11% | 0.13% | 0.24% | | **Selected Ratios:** | | | | | Return on average assets - continuing operations | 0.73% | 0.52% | 0.63% | | Return on average equity - continuing operations | 7.46% | 5.23% | 7.30% | Non-GAAP Financial Measure Reconciliation: Tangible Book Value | (Dollars in thousands except per share data) | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | | Total Equity | 176,773 | 150,192 | 145,624 | | Less: Preferred equity | (7,834) | (7,834) | (16,334) | | Less: Total intangibles | (19,030) | (19,126) | (19,224) | | **Tangible common equity** | **149,909** | **123,232** | **110,066** | | Common shares outstanding | 11,607,293 | 10,444,627 | 9,996,544 | | **Tangible book value per common share** | **$12.92** | **$11.80** | **$11.01** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=35&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In 2018, net income increased to **$12.0 million**, driven by higher net interest income from loan growth, partially offset by reduced noninterest income and increased expenses, while assets grew to **$1.8 billion** [Results of Operations](index=40&type=section&id=Results%20of%20Operations) Net income from continuing operations increased to **$12.0 million** in 2018, driven by a **17.5%** rise in net interest income, despite declines in mortgage fee income and increased noninterest expenses Key Performance Indicators (Continuing Operations) | Metric | 2018 | 2017 | | :--- | :--- | :--- | | Net Income | $12.0 million | $7.6 million | | Return on Average Assets (ROA) | 0.73% | 0.52% | | Return on Average Equity (ROE) | 7.46% | 5.23% | | Basic Earnings Per Share (EPS) | $1.04 | $0.69 | | Diluted Earnings Per Share (EPS) | $1.00 | $0.68 | - Net interest income increased by **$7.8 million (17.5%)** in 2018, driven by growth in average earning assets, particularly commercial loans[230](index=230&type=chunk) - Noninterest income decreased by **$2.1 million** in 2018, primarily due to a **$4.8 million** decline in mortgage fee income as mortgage production volume fell by **6.1%**[245](index=245&type=chunk) - Noninterest expense increased by **$2.4 million** in 2018, with salaries and benefits rising by **$2.1 million** due to additional staffing for organic growth[252](index=252&type=chunk) - The effective tax rate dropped to **22%** in 2018 from **39%** in 2017, mainly due to the reduction of the federal corporate income tax rate from the Tax Reform Act[259](index=259&type=chunk) [Financial Condition](index=48&type=section&id=Financial%20Condition) Total assets grew by **$216.7 million** to **$1.8 billion** in 2018, primarily due to a **$198.4 million** increase in net loans, funded by deposit growth and borrowings, while capital ratios remained strong Balance Sheet Highlights (Year-End) | (Dollars in millions) | 2018 | 2017 | Change | | :--- | :--- | :--- | :--- | | Total Assets | $1,751.0 | $1,534.3 | +$216.7 | | Net Loans | $1,293.4 | $1,096.1 | +$197.3 | | Total Deposits | $1,309.2 | $1,159.6 | +$149.6 | | Borrowings | $214.9 | $152.2 | +$62.7 | | Stockholders' Equity | $176.8 | $150.2 | +$26.6 | - Loan growth of **$198.4 million** in 2018 was driven by a **$157.1 million** increase in commercial and non-residential real estate loans and a **$45.3 million** increase in residential real estate loans[268](index=268&type=chunk) - In 2018, **$16.0 million** of subordinated debt was converted into **1,000,000 shares** of common stock, which will save an estimated **$1.1 million** in annual interest expense[288](index=288&type=chunk)[464](index=464&type=chunk) Regulatory Capital Ratios (Consolidated) | Ratio | Dec 31, 2018 | Well Capitalized Standard | | :--- | :--- | :--- | | Total risk-based capital | 13.8% | 10.0% | | Tier 1 risk-based capital | 12.0% | 8.0% | | Common equity tier 1 capital | 11.2% | 6.5% | | Leverage ratio | 9.9% | 5.0% | [Liquidity and Interest Rate Sensitivity](index=55&type=section&id=Liquidity%20and%20Interest%20Rate%20Sensitivity) The company manages liquidity primarily through deposit growth and FHLB access, while interest rate risk analysis shows short-term liability sensitivity, with all measures within policy limits - The company's primary liquidity source is deposit growth, with additional sources including investment maturities, loan payments, and access to FHLB advances[315](index=315&type=chunk) Estimated Change in Net Interest Income (NII) over 12 Months | Change in Interest Rates | % Change in NII (Dec 31, 2018) | Policy Limit | | :--- | :--- | :--- | | +200 bp | (0.7)% | 15.0% | | +100 bp | (0.7)% | 10.0% | | -100 bp | (2.9)% | 10.0% | | -200 bp | (8.2)% | 15.0% | Estimated Change in Economic Value of Equity (EVE) | Change in Interest Rates | % Change in EVE (Dec 31, 2018) | Policy Limit | | :--- | :--- | :--- | | +200 bp | (4.3)% | 17.0% | | +100 bp | (2.0)% | 12.0% | | -100 bp | (2.7)% | 12.0% | | -200 bp | (11.9)% | 17.0% | [Financial Statements and Supplementary Data](index=61&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section includes the company's audited consolidated financial statements for 2018, comprising balance sheets, income statements, cash flows, and detailed notes on accounting policies and financial disclosures [Consolidated Financial Statements](index=61&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements show total assets of **$1.75 billion**, net income of **$12.0 million** for 2018, and detailed cash flow activities Consolidated Balance Sheet Summary (December 31, 2018) | (Dollars in thousands) | Amount | | :--- | :--- | | **Assets** | | | Net Loans | $1,293,427 | | Investment Securities | $231,213 | | **Total Assets** | **$1,750,969** | | **Liabilities & Equity** | | | Total Deposits | $1,309,154 | | Total Liabilities | $1,574,196 | | Total Stockholders' Equity | $176,773 | | **Total Liabilities & Stockholders' Equity** | **$1,750,969** | Consolidated Income Statement Summary (Year Ended Dec 31, 2018) | (Dollars in thousands) | Amount | | :--- | :--- | | Net Interest Income | $52,054 | | Provision for loan losses | $2,440 | | Noninterest Income | $38,640 | | Noninterest Expense | $72,878 | | **Net Income** | **$12,003** | [Notes to Consolidated Financial Statements](index=69&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail accounting policies, including the **$10.9 million** allowance for loan losses, investment portfolio composition, capital ratios, and segment performance, with Commercial & Retail Banking as the primary income driver - The allowance for loan losses is determined based on historical experience, the nature of the loan portfolio, and prevailing economic conditions, using specific allowances for impaired loans and general components for non-impaired loans[361](index=361&type=chunk)[362](index=362&type=chunk) - Impaired loans decreased to **$12.8 million** at year-end 2018 from **$15.6 million** in 2017. The allowance for loan losses allocated to these impaired loans was **$1.0 million**[279](index=279&type=chunk)[414](index=414&type=chunk) Segment Net Income (Loss) - 2018 | (Dollars in thousands) | Net Income (Loss) | | :--- | :--- | | Commercial & Retail Banking | $15,503 | | Mortgage Banking | $1,953 | | Holding Company | ($5,453) | | **Consolidated Net Income** | **$12,003** | [Controls and Procedures](index=120&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management confirmed effective disclosure controls and internal control over financial reporting as of December 31, 2018, with the independent auditor issuing an unqualified opinion - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2018[589](index=589&type=chunk) - Based on an assessment using the COSO framework, management believes the company's internal control over financial reporting was effective as of December 31, 2018, with no material weaknesses identified[594](index=594&type=chunk)[595](index=595&type=chunk) - The independent auditor, Dixon Hughes Goodman LLP, issued an unqualified opinion on the effectiveness of the company's internal control over financial reporting as of December 31, 2018[601](index=601&type=chunk) Part III [Directors, Executive Compensation, Security Ownership, and Principal Accounting Fees](index=124&type=section&id=Items%2010-14) Information for Items 10-14, covering directors, executive compensation, security ownership, and accounting fees, is incorporated by reference from the 2019 Proxy Statement - Information for Items 10, 11, 12, 13, and 14 is incorporated by reference from the registrant's definitive proxy statement to be filed for the 2019 Annual Meeting of Shareholders[611](index=611&type=chunk)[612](index=612&type=chunk)[615](index=615&type=chunk)[616](index=616&type=chunk) Part IV [Exhibits, Financial Statement Schedules](index=125&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all financial statements and exhibits filed with the Form 10-K, including the independent auditor's report and various corporate governance documents - This section lists all financial statements and exhibits filed with the Form 10-K, including the independent auditor's report, consolidated financial statements, and various corporate governance and contractual documents[618](index=618&type=chunk)[619](index=619&type=chunk)