2012 Annual Report
Charles Town, WV
Setting the Pace
301 Virginia aVenue • Fairmont, West Virginia 26554 • 304.363.4800 • 1.888.689.1877 • mVbbanking.com
Welcome to MVB
MVB Financial Corp. is the financial holding company for MVB Bank, Inc. We provide community banking services
in the Berkeley, Harrison, Jefferson, Marion and Monongalia Counties of West Virginia. With our 2012 acquisition
of Potomac Mortgage Group, MVB has expanded into the Northern Virginia/Washington, D.C. region as well.
We offer a wide range of deposit products including checking, money market, savings accounts, our enhanced
Most Valuable Checking and Savings accounts, and certificates of deposit. In addition, our new Wealth
Management Solutions provides clients with an added level of service for their money management needs.
MVB is an active business partner when it comes to commercial and consumer loans, offering an array of loan
products for commercial development and real estate, capital needs, as well as personal loans, residential real
estate loans, home equity lines of credit, and construction mortgages. We offer many other personalized and
automated services in our branch locations, online and by phone.
MVB commenced operations in 1999 and is based in Fairmont, West Virginia. Most importantly, we consider
the communities we serve and our relationships with all of our clients to be our most valuable assets.
Visit us at mvbbanking.com.
Vision, Mission & Values
VISION
A valued partner in growing strong communities
MISSION
A proactive community partner providing quality
financial products and services that go beyond a typical
bank through recognized extraordinary service
and valued relationships
On the Cover
VALUES
Extraordinary Service
Integrity
Accountability
Teamwork
Respect
Honesty
Community
Our expansion in West Virginia’s Eastern Panhandle as well
as into the Northern Virginia market is symbolized on our cover with
an image of the rich thoroughbred breeding and racing tradition.
The spirited competitiveness, mighty strength, high quality and hard
work exhibited in thoroughbred breeding and racing, is emblematic
of MVB’s focus on profitable quality growth and forward progress.
‘Aaron’s Way,’ ridden by Mathew McGowan, Winner of the Coin
Collector Handicap at Charles Town Races and Slots in Charles
Town, West Virginia on June 18, 2011. Trained by Chris Keller
(Ryan Lasek / Eclipse Sportwire)
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$500,000
$400,000
$300,000
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$-
Dec 2008 Dec 2009 Dec 2010 Dec 2011 Dec 2012
$486,519
$390,545
Total Deposits
Selected Financial Highlights
$500,000
$446,442
Total Loans
In each of the past five years, MVB has posted progressive increases in these selected indicators of growth and
development. The graphs below depict the strength of MVB’s performance in the communities we serve. MVB’s
$203,241
$232,847
$390,545
$390,545
$300,434
$300,434
$373,822
$294,044
$486,519
$486,519
total deposits increased by 25 percent compared to 2011. Total assets grew by 36 percent, on a 19 percent increase
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$400,000
$300,000
Total Deposits
$200,000
Total Deposits
$100,000
$264,531
$264,531
$173,065
$173,065
in total loans during 2012. Net income increased by 54 percent from the previous year. Overall performance in 2012
Dec 2008 Dec 2009 Dec 2010 Dec 2011 Dec 2012
$-
includes results for Potomac Mortgage Group acquired in the fourth quarter.
Dec 2008 Dec 2009 Dec 2010 Dec 2011 Dec 2012
Dec 2008 Dec 2009 Dec 2010 Dec 2011 Dec 2012
LOANS
$800,000
DEPOSITS
$726,769
Total Assets
$446,442
$446,442
$373,822
$373,822
$294,044
$294,044
$203,241
$203,241
$232,847
$232,847
Dec 2008 Dec 2009 Dec 2010 Dec 2011 Dec 2012
Dec 2008 Dec 2009 Dec 2010 Dec 2011 Dec 2012
$500,000
$600,000
Total Loans
Total Loans
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$300,000
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$200,000
$533,481
$486,519
$414,267
$390,545
$352,762
$264,531
$300,434
$258,706
$173,065
Total Deposits
$-
$100,000
$-
Dec 2008 Dec 2009 Dec 2010 Dec 2011 Dec 2012
Dec 2008 Dec 2009 Dec 2010 Dec 2011 Dec 2012
ASSETS
NET INCOME
$726,769
$726,769
$533,481
$533,481
$414,267
$414,267
$352,762
$352,762
$258,706
$258,706
$500,000
$5,000
Total Assets
Total Assets
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$400,000
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$232,847
$1,406
$828
$446,442
$4,168
Total Loans
$373,822
$2,702
$294,044
$2,237
Net Income
Dec 2008 Dec 2009 Dec 2010 Dec 2011 Dec 2012
Dec 2008 Dec 2009 Dec 2010 Dec 2011 Dec 2012
$-
$-
Dec 2008 Dec 2009 Dec 2010 Dec 2011 Dec 2012
Dec 2008 Dec 2009 Dec 2010 Dec 2011 Dec 2012
Following a record high stock price at the end of 2012, MVB’s stock has outperformed the S&P 500 and the
$726,769
$800,000
Total Assets
major bank index KBW with a compounded annual growth rate of 9.0%.
$600,000
$4,168
$4,168
MVB STOCK PERFORMANCE VS. S&P 500 & KBW BANK INDEX
$258,706
$2,702
$2,702
$400,000
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Net Income
$533,481
$414,267
$352,762
$2,237
$2,237
$1,406
$1,406
$30,000
$828
$828
Dec 2008 Dec 2009 Dec 2010 Dec 2011 Dec 2012
Dec 2008 Dec 2009 Dec 2010 Dec 2011 Dec 2012
$25,000
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Dec 2008 Dec 2009 Dec 2010 Dec 2011 Dec 2012
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$2,237
KBW Bank Index
$6,287
-4.1%
Net Income
Growth rate is calculated as the compound annual growth rate using end of December stock prices and index values unless otherwise noted. Stock and cash dividends are
included for MVB. (Source: MVB documents; Yahoo! Finance for S&P 500 and KBW Bank Index)
Dec 2008 Dec 2009 Dec 2010 Dec 2011 Dec 2012
2001
2002
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2004
2005
2006
2007
$-
2008
2009
2010
2011
2012
2012 Annual Report n 1
Setting the Pace
Dear Shareholders, Teammates & Friends:
Everywhere we look, it is clear 2012 was another
great year for MVB, Your Most Valuable Bank.
We achieved significant milestones for the fourth
consecutive year of record-setting financial
performances. We greatly enhanced the value
of our products, services, delivery channels and
technology. We continued to strengthen MVB’s brand
and position in our existing and new markets for
long-term success. And we remained committed
to supporting the financial needs and opportunities
for our clients and their communities.
A WINNINg P ERFORMANCE
Our values, strategy, commitment and execution
Larry F. Mazza, CEO
are best shown by the bottom line performance we delivered for fiscal year 2012. As outlined in the full financials section
of this report, and separately shown graphically, MVB had a strong and highly productive year.
Summary highlights include:
• Net income increased $1.5 million, or by 54.3%, compared to 2011.
•
Loans increased $72.6 million, 19.4% more than the previous year.
• Total assets increased $193.3 million, up 36.2% from the year ago period, mainly as a result of the
increased loan and investment portfolios.
• Total deposits increased $96 million, a 24.6% increase over last year.
• Stockholders’ equity increased $19.8 million, 41.5% higher compared to a year ago.
“
At every level, 2012 was another
remarkable year of excellent
results for MVB, a testament to our
business model, client satisfaction
and our talented team.
”
Our strong pace of growth and development continues, especially
with regard to the quality of our growth. While our growth
initiatives are being recognized by clients, news media and
others, we remain focused on the tasks ahead for further
development and expansion of MVB’s brand of community
banking in 2013 and beyond.
MVB’s record stock price at year-end showed continued positive
momentum with an average of approximately nine percent
annual return over the past decade. Further evidence of our progress is the success of MVB’s Dividend Reinvestment
Program (DRIP) launched this past year, which had a 30 percent participation rate compared to the U.S. average of 10 percent.
ADDINg CAPITAL
The private stock offering, initiated during the fourth quarter of 2012, has been well-received and successful to date in meeting
our funding objectives. Both new and existing shareholders have invested in MVB at significant levels, which further builds
our capital position. We truly appreciate the overwhelming acceptance of our capital program and the confidence placed
in MVB’s future. Our plan calls for raising additional capital needed to support ongoing growth plans.
2 n Setting the Pace
STRONg, SuSTAINABLE gROWTH
A truly game-changing event for MVB took place in the final
quarter of 2012 – the acquisition of Potomac Mortgage Group
(PMG). This is an excellent strategic partnership that is immediately
accretive to our earnings in addition to expanding our footprint
into the prosperous, strong economy of the Northern Virginia/
Washington, D.C. market.
Under the leadership of CEO Ed Dean, PMG has been recognized
as one of the top mortgage lending companies in the country.
It brings a wealth of best practices, especially in sales and loan
“
We are confident that combining
modern banking convenience in a hometown
fashion with high-quality
personal service will serve our clients
and shareholders very well in the
years to come.
”
operations, to MVB that will further enhance our recent record-breaking mortgage lending performance.
I am pleased that Ed Dean and his team are bringing their expertise and client relationships to MVB and are fully
committed to further growing MVB’s mortgage production and expansion of our banking operations into PMG’s markets.
MVB’s organic growth continues to advance, with the new Clarksburg branch setting internal growth records
of branch opening performance. Morgantown’s Sabraton branch opened this March, with Martinsburg’s new Edwin Miller
Boulevard location’s refurbishing on schedule for opening later in 2013.
We also took another significant growth step with our plan to enter the Greater Kanawha Valley market to our south.
The design for this new facility is well under way on MVB’s property in Charleston’s downtown district. I’m pleased
to welcome to the MVB Family those new shareholders from the south to lead our presence in the Capital City.
LEADINg WITH SKILLED T ALENT
Looking back, a year of notable achievements was made possible by the extraordinary efforts of our talented,
hard-working team which is focused daily on making banking with MVB easier, more convenient, and more rewarding
than ever for our clients. We are motivated by being one of the few truly local, community-centered banks, and we
are receiving a positive response from clients and prospective clients who believe that their connection with a local bank
is important. We are confident that combining modern banking convenience in a hometown fashion with high-quality
personal service will serve our clients and shareholders very well in the years to come.
uNPARALLELED SERVICE TO CLIENTS & COMMuNITIES
As the old adage goes, “…a satisfied client is the best form of advertising.” Feedback from our clients tells us that MVB
Team members at all levels are working hard to achieve an extraordinary level of client satisfaction. Thanks to our entire
team for representing MVB’s special brand of community banking by maintaining superior client ratings and remaining
the bank of choice in our markets. A focus on nurturing client relationships will continue to be a top priority in the years
to come as we know we cannot rest when it comes to continuous improvement of our service quality in all aspects
of client satisfaction and operations.
On the community front, in addition to our mission of hometown local banking, our commitment to community service
remains deeply embedded in our culture. We encourage and appreciate the volunteerism of so many of our team
members. In addition, we continue to support charitable causes important to the communities we serve.
(See more about our community commitment inside this report.)
2012 Annual Report n 3
2012 Annual Report n 3
gOINg FROM gOOD TO gREAT
As we summarize the past year and take measured pride in our achievements, we are also taking aim at bigger and bolder
goals for future years. We must keep pace with competition, regulation and an entrepreneurial attitude in order to sustain
what has been a very healthy growth trend for MVB.
Our priorities for 2013 include:
1. Overall growth with Quality
Our growth path will continue to be a top priority, from continuing organic expansion to seeking additional acquisitions.
This will include continued development of our processes for identifying, seeking and integrating new branches and
right fit acquisitions into the MVB business model. We also must take advantage of opportunities that allow us ways
to leverage what we already have.
“
As we enter 2013, we remain fully
focused on delivering strong results,
while investing to ensure that our long-term
performance is sustainable.
”
2. Deposit growth
Quality growth is more than mere words; it is a non-negotiable
goal for our team. We will never compromise on quality when
considering expansion—organically or through acquisition.
We firmly believe we can hold to a high quality standard for client
service and value while meeting our profitability goals. When all
is said and done, we see many excellent opportunities to advance
our brand of community banking in all of our regions, including
the Eastern Panhandle and Northern Virginia.
Growing deposits is a staple of our business and remains absolutely critical to our success. With a major demand
for deposit growth, we are focused on acquiring the type of core deposits that bring value to our clients and that are
manageable. This is an area which requires vigilant leadership and constant identification of specific deposit growth
strategies that lead to success. Some of these programs we seek to improve include: MVB@Work, increasing sales in
Treasury Services and strongly promoting MVB’s Most Valuable Checking and Most Valuable Savings accounts.
3. Loan growth
Loan growth, along with deposit growth, represents the heart of our business. Although retail mortgage lending has
increased significantly for MVB, commercial lending remains clearly in our focus as we grow. We’re set on sustaining
our high credit quality standards and expanding our reach into the small business loan segment. Along with retail
banking, commercial and mortgage lending will be important contributors to future revenue.
We have continued to do well in loan growth, and with the added lenders from PMG, especially in mortgage,
we should continue to see increases in the number of loans we process and service. What is important in this regard
is for us to ensure that we have quality loans and with clients who will establish a relationship with MVB that allows
us to offer them our core products and services. Connected to our strength in lending is the opportunity to cross-sell,
grow and leverage our existing strong referral networks.
4. Non-Interest Income growth
Community banks that successfully diversify their revenue streams are most often able to achieve their ambitious
growth goals. I am committed to increasing MVB’s non-interest income in 2013. To do so, areas that we need to
execute with precision include mortgage loan servicing and a broader offering of all types of insurance including title
insurance. Along with these products and services, we must continue to aggressively grow our personal approach to
Wealth Management Solutions, especially in the trust services area. I believe it is vital to our overall performance that
we increase the percentage of revenues gained from these types of non-interest income sources.
4 n Setting the Pace
5. Capabilities Excellence
Key to our growth in 2013 is the ability to further build and strengthen our internal business operations, including
a stronger compliance effort and more effective project management. MVB’s internal capabilities are important
to building and opening new branches, especially regarding day-to-day execution of client services. I am committed
to retaining and attracting the best talent to help every operational area of our organization to enhance internal
capacity and achieve their goals with quality and a sense of urgency.
6. Internal Efficiency
As MVB grows so does the cost of operations; however, with size comes the opportunity for efficiencies. Historically,
my efforts have leaned more toward building revenue. We will balance this approach in 2013 as our focus will be
equally on revenue growth and cost savings. This will include looking at ways to improve overall quality and processes
that will enhance the client experience and relationships while driving down costs of operations.
STAyINg ON TRACK
In 2012, we showed resolve and discipline, like an athlete or jockey
that successfully maneuvers to maintain the lead. We will not let
up in 2013. We are committed to optimizing long-term return
to our shareholders while providing a safe and sound investment.
This commitment extends to supporting the causes and programs
important to the communities we serve.
I am appreciative for the support and expertise of our past and
“
We remain fully committed to our
growth with quality strategy and we
are confident that it is on target to
deliver progressive, profitable
growth for MVB.
”
present members of MVB’s Board of Directors who, on behalf of all our shareholders, have entrusted me and our
excellent management team to drive MVB’s growth as a successful leading community bank.
We are focused, first and foremost, on developing great client relationships, and increasing shareholder value through
quality growth and improved operational processes. We are on track to achieve our 2013 goals, and I look forward
to sharing this progress along the way. On behalf of all of MVB, I extend heartfelt thanks for your continued business,
loyalty and support.
With Gratitude,
Larry F. Mazza, Chief Executive Officer
MVB Financial Corp.
2012 Annual Report n 5
2012 Annual Report n 5
2012 Milestones
• At the end of 2012, MVB reached total assets of $726.7 million and
a record profit of approximately $4.2 million, both highest in MVB’s history.
• MVB’s acquisition of Potomac Mortgage Group, recognized as one of
the top mortgage lending companies in the country, will greatly enhance
MVB’s existing mortgage lending, which saw strong growth unto itself in 2012.
The acquisition was immediately accretive, thus adding to MVB’s earnings.
•
The year finished with a record high $24 per share value for MVB stock.
• A new branch opened in November in Clarksburg, W. Va., at the site of the
legendary Empire Bank building, the first bank to open in the city in more
than 15 years. Clarksburg was also a record opening for deposits for any MVB
branch to date.
• Bank capital was significantly increased by an additional $13.7 million
from a highly successful private stock offering in which existing and new
shareholders invested in MVB’s growth plan.
• MVB successfully implemented a major transition to a more robust online
banking capability during 2012.
• A new MVB location was selected in Martinsburg on Edwin Miller Boulevard,
while construction at Morgantown’s Sabraton location was completed
and opened in March 2013.
• MVB announced plans to enter the Charleston, W. Va., market through land
purchase and initial design work on a new four-story downtown facility.
In addition, MVB gained new shareholders in Charleston to help prioritize the
bank’s presence in West Virginia’s Capital City.
• A stockholder Dividend Reinvestment Program (DRIP) initiated in early 2012
resulted in more than 30 percent of current investors participating in generating
new capital for the bank.
•
Semi-annual cash dividends were initiated during 2012 for a total of .14 cents,
representing a 40 percent increase over the 2011 dividend payout.
• MVB continued to earn the 5-Star Superior rating from Bauer Financial, Inc.,
the nation’s leading bank rating and research firm. This third party recognition
is an industry-wide acknowledgment placing MVB in a special group of banks
that qualify because of their safety, soundness and financial strength.
• Deposit growth continues through core checking and savings products, as well
as a new MVB@Work program and expanded Treasury Services to businesses.
• Wealth Management Solutions, MVB’s financial and investment advisory
service, completed its first year by successfully building a strong asset base
and solid deposit referrals.
• An additional 150 people joined MVB during the past year through
organic growth and the PMG acquisition.
6 n Setting the Pace
Present MVB Branches
Future MVB Branches
PMG Locations
Dominance in the Virginias:
Welcome New Branches & Potomac Mortgage group
MVB’s organic growth continues to advance across West Virginia, and now into the lucrative northern
Virginia/Washington, D.C. region.
In West Virginia, our new Downtown Clarksburg branch opened in November 2012, setting internal records for
branch performance. In 2013, the growth continues with the opening of Morgantown’s Sabraton branch in the
spring, and a new branch set to open in Charleston’s downtown district, giving MVB a presence in the Greater
Kanawha Valley. In addition, Martinsburg’s new Edwin Miller Boulevard location is undergoing refurbishment for
opening later in 2013.
MVB Market Presence 2013-2014
Sabraton
Cheat Lake
Fairmont
White Hall
Bridgeport
Martinsburg
Present MVB Branches
Future MVB Branches
PMG Locations
Sabraton
Cheat Lake
Fairmont
Clarksburg
Clarksburg
Martinsburg
White Hall
Bridgeport
WEST VIRGINIA
Charleston
Edwin Miller Blvd.
Charles Town
WEST VIRGINIA
Charleston
Reston
McLean
VIRGINIA
Fairfax
Edwin Miller Blvd.
Charles Town
Reston
McLean
VIRGINIA
Fairfax
In December 2012, MVB enhanced its already record-breaking mortgage division with the acquisition of the
Potomac Mortgage Group (PMG). Combined with MVB’s mortgage business, the bank’s total mortgage
production rose to $1 billion.
The PMG team of 68 employees, including an outstanding group of professional mortgage lenders,
a state-of-the-art technology platform and an additional 30 employees through PMG’s joint venture
operations center, became part of one of West Virginia’s fastest growing banks and a key complement
to our already strong mortgage business. In 2012, the PMG service region included offices in the
northern Virginia communities of Fairfax, McLean and Reston, an affluent area of high opportunity
for growth for MVB.
PMG is ranked among the prestigious ‘Top 100’ Mortgage Companies in America by
Mortgage Executive Magazine.
2012 Annual Report n 7
MVB Cares About Our Communities
Being a truly local bank doesn’t just mean we’re doing business in the communities we serve. It means
we’re involved. Whether it’s little league baseball, high school sports, helping to teach financial literacy
to young people or cheering on the Mountaineers, MVB strives to be an engaged partner in helping
communities to become better places to live, work and play.
We appreciate the people and businesses we serve and the causes that are important to them. Whether it is
one of our managers or tellers volunteering for a local charity, organizing a fundraising event or the bank’s
financial contributions to support local organizations, we see ourselves as a valued partner in growing
strong communities.
MVB is locally-owned. Members of our Board of Directors live in the communities we serve. They are essential
partners in many of our relationships throughout the state of West Virginia and beyond. Our MVB teammates play
an active role in the community. We understand the responsibility that comes with being a good neighbor.
Community development is important to our collective future. We make decisions locally that are
based on the needs and knowledge of each local market area. As a true community bank, MVB believes
in supporting our communities in every way possible – through local job creation, supporting local
organizations, paying local taxes, promoting the growth of small business through low interest loans
and investing our assets in the local homes and businesses in these same communities.
We are extremely proud of our community bank heritage and the vital role we play in our markets.
We consider the communities we serve and our relationships with all of our clients to be our most valuable asset.
8 n Setting the Pace
2012 Annual Report n 9
MVB Financial Corp. & Subsidiaries
Consolidated Balance Sheets
MVB Financial Corp. and Subsidiaries
Consolidated Balance Sheets
(Dollars in thousands, except number of shares)
December 31, 2012 and 2011
(Dollars in thousands, except number of shares)
December 31, 2012 and 2011
ASSETS
Cash and due from banks
Interest bearing balances with banks
Certificates of deposit with other banks
Investment Securities:
Securities held-to-maturity, at cost
Securities available-for-sale, at approximate fair value
Loans:
Less: Allowance for loan losses
Net Loans
Loans held for sale
Bank premises, furniture and equipment
Bank owned life insurance
Accrued interest receivable and other assets
Goodwill
2012
2011
$
21,637
3,703
9,427
$
9,763
278
9,918
35,370
79,502
446,443
(4,076)
442,367
85,529
11,354
10,524
9,734
17,622
13,568
99,366
373,822
(3,045)
370,777
7,147
7,782
8,076
5,909
897
TOTAL ASSETS
$
726,769
$
533,481
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Non-interest bearing
Interest bearing
Total Deposits
Accrued interest, taxes, and other liabilities
Repurchase agreements
FHLB and other borrowings
Subordinated debt
Total Liabilities
STOCKHOLDERS' EQUITY
Preferred stock, par value $1,000; 8,500 and 8,500 shares authorized;
8,500 and 8,500 shares issued
Common stock, par value $1; 4,000,000 shares authorized;
2,932,901 and 2,234,767 shares issued respectively
Additional paid-in capital
Treasury Stock, 51,077 and 51,077 shares, respectively
Retained earnings
Accumulated other comprehensive loss
Total Stockholders' Equity
$
54,620
431,899
486,519
$
38,632
351,913
390,545
6,726
70,234
91,617
4,124
659,220
3,478
77,835
9,767
4,124
485,749
8,500
8,500
2,933
48,750
(1,084)
9,945
(1,495)
67,549
2,235
32,603
(1,084)
6,220
(742)
47,732
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$
726,769
$
533,481
10 n Setting the Pace
See Notes to Consolidated Financial Statements
See Notes to Consolidated Financial Statements
MVB Financial Corp. & Subsidiaries
Consolidated Statements of Income
MVB Financial Corp. and Subsidiaries
Consolidated Statements of Income
(Dollars in thousands except Share and Per Share Data)
(Dollars in thousands, except Share and Per Share Data)
Years ended December 31, 2012 and 2011
Years ended December 31, 2012 and 2011
INTEREST INCOME
Interest and fees on loans
Interest on deposits with other banks
Interest on investment securities - taxable
Interest on tax exempt loans and securities
Total interest income
INTEREST EXPENSE
Interest on deposits
Interest on repurchase agreements
Interest on FHLB and other borrowings
Interest on subordinated debt
Total interest expense
NET INTEREST INCOME
Provision for loan losses
Net interest income after provision for loan losses
OTHER INCOME
Service charges on deposit accounts
Income on bank owned life insurance
Visa debit card income
Income on loans held for sale
Gain on sale of securities
Gain on derivative
Other operating income
OTHER EXPENSES
Salaries and employee benefits
Occupancy expense
Equipment depreciation and maintenance
Data processing
Visa debit card expense
Advertising
Legal and accounting fees
Printing, stationery and supplies
Consulting fees
FDIC insurance
Other taxes
Other operating expenses
Income before income taxes
Income tax expense
Net Income
Preferred dividends
2012
2011
$
19,105
204
1,457
1,488
22,254
$
16,446
103
1,539
920
19,008
3,866
511
466
87
4,930
17,324
2,800
14,524
730
343
471
3,850
638
72
1,645
7,749
9,266
852
717
612
387
647
396
200
1,022
302
183
1,855
16,439
5,834
1,666
3,852
503
464
81
4,900
14,108
1,723
12,385
660
287
414
957
833
-
537
3,688
6,717
697
594
412
332
482
632
172
408
368
175
1,370
12,359
3,714
1,012
$
4,168
$
2,702
136
44
Net Income available to common shareholders
$
4,032
$
2,658
Basic net income per share after preferred dividends
Diluted net income per share after preferred dividends
Basic weighted average shares outstanding
Diluted weighted average shares outstanding
$1.84
$1.79
2,194,325
2,254,617
$1.24
$1.21
2,147,890
2,194,410
See Notes to Consolidated Financial Statements
See Notes to Consolidated Financial Statements
2012 Annual Report n 11
MVB Financial Corp. & Subsidiaries
Consolidated Statements of Comprehensive Income
MVB Financial Corp. and Subsidiaries
Consolidated Statements of Comprehensive Income
(Dollars in thousands)
(Dollars in thousands)
Years ended December 31, 2012 and 2011
Years ended December 31, 2012 and 2011
Net Income
Other comprehensive income
Securities available for sale not other than temporarily impaired:
Unrealized holding gains/(losses) during the year
Income tax effect
Reclassification adjustment for gain recognized in income
Income tax effect
Minimum pension liability adjustment
Income tax effect
Other comprehensive income
Comprehensive income
December 31
2012
2011
4,168
2,702
(996)
398
638
(255)
(898)
360
(753)
(737)
295
833
(333)
(895)
358
(479)
3,415
2,223
See Notes to Consolidated Financial Statements
12 n Setting the Pace
See Notes to Consolidated Financial Statements
MVB Financial Corp. & Subsidiaries
Consolidated Statements of Changes in Stockholders’ Equity
MVB Financial Corp. and Subsidiaries
Consolidated Statements of Changes in Stockholders' Equity
(Dollars in thousands)
(Dollars in thousands)
Years ended December 31, 2012 and 2011
Years ended December 31, 2012 and 2011
Balance, December 31, 2010
Comprehensive income:
Net Income
Other comprehensive income(loss)
Net fair value adjustment on
securities available for sale, less
reclassification adjustment for realized
gains - net of tax effect of $(38)
Minimum pension liability adjustment -
net of tax effect of $358
Total other comprehensive (loss)
Cash dividends paid ($0.10 per share)
Dividends on preferred stock
Stock offering
Preferred stock issued
Stock based compensation
Stock dividend - 10% stock dividend
Treasury stock acquired at cost
Balance, December 31, 2011
Comprehensive income:
Net Income
Other comprehensive income(loss)
Net fair value adjustment on
securities available for sale, less
reclassification adjustment for realized
gains - net of tax effect of $143
Minimum pension liability adjustment -
net of tax effect of $360
Total other comprehensive (loss)
Cash dividends paid ($0.14 per share)
Dividends on preferred stock
Stock offering in process
Dividend reinvestment plan proceeds
Stock based compensation
Stock issuance from acquisition
Treasury stock, acquired at cost
Preferred
Stock
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income/(loss)
Treasury
Stock
Total
Stockholders'
Equity
$
-
$
1,802
$
25,593
$
4,643
$
(263)
$
(1,006)
$
30,769
2,702
(218)
(44)
(6)
(37)
(820)
2,702
58
(537)
(479)
(218)
(44)
6,500
8,463
117
-
(78)
58
(537)
(78)
8,500
394
39
6,112
117
781
$
8,500
$
2,235
32,603
$
6,220
$
(742)
$
(1,084)
$
47,732
4,168
4,168
573
42
83
13,161
931
138
1,917
(307)
(136)
-
(215)
(538)
(215)
(538)
(753)
(307)
(136)
13,734
973
138
2,000
-
-
Balance, December 31, 2012
$
8,500
$
2,933
$
48,750
9,945
$
(1,495)
$
(1,084)
$
67,549
See Notes to Consolidated Financial Statements
See Notes to Consolidated Financial Statements
2012 Annual Report n 13
MVB Financial Corp. & Subsidiaries
Consolidated Statements of Cash Flows
MVB Financial Corp. and Subsidiaries
Consolidated Statements of Cash Flows
(Dollars in thousands)
Years ended December 31, 2012 and 2011
(Dollars in thousands)
Years ended December 31, 2012 and 2011
OPERATING ACTIVITIES
Net Income
Adjustments to reconcile net income to net cash provided by
operating activities:
Provision for loan losses
Deferred income tax (benefit)/expense
Depreciation
Stock based compensation
Loans originated for sale
Proceeds of loans sold
(Gain) on sale of loans held for resale
Loss on sale of other real estate owned
(Gain) on sale of investment securities
Amortization, net of accretion
(Gain) on derivatives
(Increase) in interest receivable and other assets
Increase in accrued interest, taxes, and other liabilities
NET CASH (USED IN) OPERATING ACTIVITIES
INVESTING ACTIVITIES
(Increase) in loans made to customers
Purchases of premises and equipment
Purchases of investment securities available-for-sale
Purchases of investment securities held-to-maturity
(Increase)/decrease in deposits with FHLB and Fed, net
Purchases of certificates of deposit with other banks
Proceeds from maturity of certificates of deposit with other banks
Proceeds from sales, maturities and calls of securities available-for-sale
Proceeds from maturities and calls of securities held-to-maturity
Proceeds from sale of other real estate owned
Branch acquisition, net of cash acquired
Purchase of bank owned life insurance
NET CASH (USED IN) INVESTING ACTIVITIES
FINANCING ACTIVITIES
Net increase in deposits
Net (decrease)/increase in repurchase agreements
Proceeds from FHLB and other borrowings
Principal payments on FHLB and other borrowings
Purchase of treasury stock
Net proceeds of stock offering
Cash dividend
Dividend reinvestment plan proceeds
Issuance of preferred stock
Dividends on preferred stock
NET CASH PROVIDED BY FINANCING ACTIVITIES
Increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
2012
2011
$
4,168
$
2,702
2,800
(144)
533
138
(160,367)
145,633
(3,415)
10
(638)
1,240
(72)
(1,911)
1,384
(10,641)
(74,390)
(3,859)
(61,207)
(22,046)
(3,425)
-
491
80,240
115
215
(15,646)
(2,105)
(101,617)
95,974
(7,601)
159,984
(138,489)
-
13,734
(307)
973
-
(136)
124,132
11,874
9,763
1,723
147
466
117
(62,647)
58,236
(897)
73
(833)
886
-
(1,489)
775
(741)
(80,934)
(669)
(249,771)
(7,361)
9,813
(9,918)
17,734
212,300
1,225
373
-
(2,100)
(109,308)
90,111
30,212
80,104
(98,951)
(78)
6,500
(218)
-
8,463
(44)
116,099
6,050
3,713
Cash and cash equivalents at end of period
$
21,637
$
9,763
Supplemental disclosure of cash flow information
Loans transferred to other real estate owned
$
284
$
284
Cash payments for:
Interest on deposits, repurchase agreements and FHLB borrowings
Income taxes
$
$
4,922
1,184
$
$
4,958
1,101
Non-cash investing activity
Issuance of stock in acquisition
14 n Setting the Pace
$
2,000
$
-
See Notes to Consolidated Financial Statements
See Notes to Consolidated Financial Statements
The accompanying consolidated financial statements include the accounts of MVB Financial Corp. Inc., and its wholly owned subsidiaries. All
The accompanying consolidated financial statements include the accounts of MVB Financial Corp. Inc., and its wholly owned subsidiaries. All
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of
and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of
and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Estimates, such as the allowance for loan losses, are based upon known facts and
revenues and expenses during the reporting period. Estimates, such as the allowance for loan losses, are based upon known facts and
revenues and expenses during the reporting period. 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 these
circumstances. Estimates are revised by management in the period such facts and circumstances change. Actual results could differ from these
circumstances. Estimates are revised by management in the period such facts and circumstances change. Actual results could differ from these
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates
estimates.
estimates.
estimates.
and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Estimates, such as the allowance for loan losses, are based upon known facts and
Debt securities that management has the ability and intent to hold to maturity are classified as held-to-maturity and carried at cost, adjusted for
Debt securities that management has the ability and intent to hold to maturity are classified as held-to-maturity and carried at cost, adjusted for
Debt securities that management has the ability and intent to hold to maturity are classified as held-to-maturity and carried at cost, adjusted for
circumstances. Estimates are revised by management in the period such facts and circumstances change. Actual results could differ from these
amortization of premium and accretion of discounts computed by the interest method from purchase date to maturity. Other marketable securities
amortization of premium and accretion of discounts computed by the interest method from purchase date to maturity. Other marketable securities
amortization of premium and accretion of discounts computed by the interest method from purchase date to maturity. Other marketable securities
are classified as available-for-sale and are carried at fair value. Unrealized gains and losses on securities available-for-sale, net of the deferred
are classified as available-for-sale and are carried at fair value. Unrealized gains and losses on securities available-for-sale, net of the deferred
are classified as available-for-sale and are carried at fair value. Unrealized gains and losses on securities available-for-sale, net of the deferred
income tax effect, are recognized as direct increases or decreases in stockholders' equity. Cost of securities sold is recognized using the specific
income tax effect, are recognized as direct increases or decreases in stockholders' equity. Cost of securities sold is recognized using the specific
income tax effect, are recognized as direct increases or decreases in stockholders' equity. Cost of securities sold is recognized using the specific
identification method.
identification method.
identification method.
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. 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 these
Investment Securities
Investment Securities
Investment Securities
Debt securities that management has the ability and intent to hold to maturity are classified as held-to-maturity and carried at cost, adjusted for
amortization of premium and accretion of discounts computed by the interest method from purchase date to maturity. Other marketable securities
are classified as available-for-sale and are carried at fair value. Unrealized gains and losses on securities available-for-sale, net of the deferred
income tax effect, are recognized as direct increases or decreases in stockholders' equity. Cost of securities sold is recognized using the specific
MVB Financial Corp., "the Company", provides banking services to the domestic market with the primary market areas being the Marion, Harrison,
Monongalia, Jefferson and Berkeley counties of West Virginia. To a large extent, the operations of the Company, such as loan portfolio management
MVB Financial Corp., "the Company", provides banking services to the domestic market with the primary market areas being the Marion, Harrison,
Monongalia, Jefferson and Berkeley counties of West Virginia. To a large extent, the operations of the Company, such as loan portfolio management
Debt securities that management has the ability and intent to hold to maturity are classified as held-to-maturity and carried at cost, adjusted for
amortization of premium and accretion of discounts computed by the interest method from purchase date to maturity. Other marketable securities
are classified as available-for-sale and are carried at fair value. Unrealized gains and losses on securities available-for-sale, net of the deferred
income tax effect, are recognized as direct increases or decreases in stockholders' equity. Cost of securities sold is recognized using the specific
Through Crescent Mortgage Company, Franklin American Mortgage and Freddie MAC, MVB Bank, Inc. has the ability to offer customers long-term
fixed rate mortgage products without holding these instruments in the bank's loan portfolio. MVB values loans held for sale at fair value.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MVB FINANCIAL CORP. AND SUBSIDIARIES
December 31, 2012
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MVB FINANCIAL CORP. AND SUBSIDIARIES
Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
December 31, 2012
Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
and deposit growth, are directly affected by the market area economies.
Cash and cash equivalents include cash and due from banks with original maturities of ninety days or less.
and deposit growth, are directly affected by the market area economies.
significant intercompany accounts and transactions have been eliminated in consolidation.
Cash and cash equivalents include cash and due from banks with original maturities of ninety days or less.
significant intercompany accounts and transactions have been eliminated in consolidation.
Operations
Operations
Cash and Cash Equivalents
Principles of Consolidation
Cash and Cash Equivalents
Management Estimates
Principles of Consolidation
Management Estimates
estimates.
Investment Securities
estimates.
Investment Securities
identification method.
Loans Held for Sale
identification method.
Loans Held for Sale
Derivative Financial Instruments
Derivative Financial Instruments
lock commitments and the best efforts contracts is very high due to their similarity.
lock commitments and the best efforts contracts is very high due to their similarity.
rate lock commitments.
rate lock commitments.
The Company utilizes interest rate swaps to manage interest rate risk.
The Company utilizes interest rate swaps to manage interest rate risk.
values or cash flows of hedged items.
values or cash flows of hedged items.
Loans and Allowance for Loan Losses
principal or interest payments are 31 days past due.
Loans and Allowance for Loan Losses
principal or interest payments are 31 days past due.
more information becomes available.
Through Crescent Mortgage Company, Franklin American Mortgage and Freddie MAC, MVB Bank, Inc. has the ability to offer customers long-term
fixed rate mortgage products without holding these instruments in the bank's loan portfolio. MVB values loans held for sale at fair value.
The Company enters into commitments to originate mortgage loans whereby the interest rate on the loan is determined prior to fundiing (rate lock
commitments). Rate lock commitments on mortage loans that are intended to be sold are considered to be derivatives. The period of time between
issuance of a loan commitment and closing and sale of the loan generally ranges from 30 to 120 days. The Company protects itself from changes in
interest rates through the use of best efforts forward delivery commitments, whereby the Company commits to sell a loan at the time the borrower
commits to an interest rate with the intent that the buyer has assumed interest rate risk on the loan. As a result, the Company is not exposed to
losses and will not realize significant gains related to its rate lock commitments due to changes in interest rates. The correlation between the rate
The Company enters into commitments to originate mortgage loans whereby the interest rate on the loan is determined prior to fundiing (rate lock
commitments). Rate lock commitments on mortage loans that are intended to be sold are considered to be derivatives. The period of time between
issuance of a loan commitment and closing and sale of the loan generally ranges from 30 to 120 days. The Company protects itself from changes in
interest rates through the use of best efforts forward delivery commitments, whereby the Company commits to sell a loan at the time the borrower
commits to an interest rate with the intent that the buyer has assumed interest rate risk on the loan. As a result, the Company is not exposed to
losses and will not realize significant gains related to its rate lock commitments due to changes in interest rates. The correlation between the rate
The market value of rate lock commitments and best efforts contracts is not readily ascertainable with precision because rate lock commitments and
best efforts contracts are not actively traded in stand-alone-markets. The Company determines the fair value of rate lock commitments and best
efforts contracts by measuring the change in the value of the underlying asset while taking into consideration the probability that the rate lock
commitments will close. Because of the high correlation between rate lock commitments and best efforts contracts, no gain or loss occurs on the
The market value of rate lock commitments and best efforts contracts is not readily ascertainable with precision because rate lock commitments and
best efforts contracts are not actively traded in stand-alone-markets. The Company determines the fair value of rate lock commitments and best
efforts contracts by measuring the change in the value of the underlying asset while taking into consideration the probability that the rate lock
commitments will close. Because of the high correlation between rate lock commitments and best efforts contracts, no gain or loss occurs on the
Interest rate swaps are recognized on the balance sheet at fair value. On the
date the derivative contract is entered into, the Company designates the derivatives as either a fair value hedge or a cash flow hedge according to
current accounting guidance. The Company documents all relationships between hedging instruments and hedged items, as well as its risk
management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives that are designated as
fair value hedges or cash flow hedges to specific assets or liabilities on the balance sheet. The Company also formally assesses, both at the hedge's
inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair
Interest rate swaps are recognized on the balance sheet at fair value. On the
date the derivative contract is entered into, the Company designates the derivatives as either a fair value hedge or a cash flow hedge according to
current accounting guidance. The Company documents all relationships between hedging instruments and hedged items, as well as its risk
management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives that are designated as
fair value hedges or cash flow hedges to specific assets or liabilities on the balance sheet. The Company also formally assesses, both at the hedge's
inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair
The Company has not designated any derivatives as fair value hedges as of December 31, 2011. For designated cash flow hedges, the effective
portions of changes in the fair value of the derivative are recorded in other comprehensive income and are recognized in the income statement when
the hedged item affects earnings. Ineffective portions of changes in the fair value of cash flow hedges are recognized in earnings.
The Company has not designated any derivatives as fair value hedges as of December 31, 2011. For designated cash flow hedges, the effective
portions of changes in the fair value of the derivative are recorded in other comprehensive income and are recognized in the income statement when
the hedged item affects earnings. Ineffective portions of changes in the fair value of cash flow hedges are recognized in earnings.
Loans are stated at the amount of unpaid principal reduced by an allowance for loan losses. Loans are considered delinquent when scheduled
Interest income on loans is recognized on an accrual basis. The allowance for loan losses is
maintained at a level deemed adequate to absorb probable losses inherent in the loan portfolio. The Company consistently applies a quarterly loan
review process to continually evaluate loans for changes in credit risk. This process serves as the primary means by which the Company evaluates
the adequacy of the allowance for loan losses, and is based upon periodic review of the collectibility of loans in light of historical experience, the
nature and volume of the loan portfolio, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral
and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as
Loans are stated at the amount of unpaid principal reduced by an allowance for loan losses. Loans are considered delinquent when scheduled
Interest income on loans is recognized on an accrual basis. The allowance for loan losses is
maintained at a level deemed adequate to absorb probable losses inherent in the loan portfolio. The Company consistently applies a quarterly loan
review process to continually evaluate loans for changes in credit risk. This process serves as the primary means by which the Company evaluates
the adequacy of the allowance for loan losses, and is based upon periodic review of the collectibility of loans in light of historical experience, the
nature and volume of the loan portfolio, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral
and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as
more information becomes available.
Notes to Consolidated Financial Statements
MVB Financial Corp. & Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MVB FINANCIAL CORP. AND SUBSIDIARIES
MVB FINANCIAL CORP. AND SUBSIDIARIES
MVB FINANCIAL CORP. AND SUBSIDIARIES
December 31, 2012
December 31, 2012
December 31, 2012
Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Operations
Operations
Operations
Operations
MVB Financial Corp., "the Company", provides banking services to the domestic market with the primary market areas being the Marion, Harrison,
MVB Financial Corp., with its subsidiaries (the Company), provides banking and financial services to the domestic market with the primary market areas
MVB Financial Corp., "the Company", provides banking services to the domestic market with the primary market areas being the Marion, Harrison,
MVB Financial Corp., "the Company", provides banking services to the domestic market with the primary market areas being the Marion, Harrison,
Monongalia, Jefferson and Berkeley counties of West Virginia. To a large extent, the operations of the Company, such as loan portfolio management
Monongalia, Jefferson and Berkeley counties of West Virginia. To a large extent, the operations of the Company, such as loan portfolio management
being the Marion, Harrison, Monongalia, Jefferson and Berkeley counties of West Virginia. To a large extent, the operations of the Company, such as loan
Monongalia, Jefferson and Berkeley counties of West Virginia. To a large extent, the operations of the Company, such as loan portfolio management
and deposit growth, are directly affected by the market area economies.
and deposit growth, are directly affected by the market area economies.
portfolio management and deposit growth, are directly affected by the market area economies.
and deposit growth, are directly affected by the market area economies.
Cash and cash equivalents include cash and due from banks with original maturities of ninety days or less.
Cash and cash equivalents include cash and due from banks with original maturities of ninety days or less.
Cash and cash equivalents include cash and due from banks with original maturities of ninety days or less.
The accompanying consolidated financial statements include the accounts of MVB Financial Corp. Inc., and its wholly owned subsidiaries. All
The accompanying consolidated financial statements include the accounts of MVB Financial Corp. Inc., and its wholly owned subsidiaries. All
The accompanying consolidated financial statements include the accounts of MVB Financial Corp. Inc., and its wholly owned subsidiaries. All
significant intercompany accounts and transactions have been eliminated in consolidation.
significant intercompany accounts and transactions have been eliminated in consolidation.
significant intercompany accounts and transactions have been eliminated in consolidation.
Cash and Cash Equivalents
Cash and Cash Equivalents
Cash and Cash Equivalents
Principles of Consolidation
Principles of Consolidation
Principles of Consolidation
Management Estimates
Management Estimates
Management Estimates
Loans Held for Sale
Loans Held for Sale
Loans Held for Sale
Loans Held for Sale
Through Crescent Mortgage Company, Franklin American Mortgage and Freddie MAC, MVB Bank, Inc. has the ability to offer customers long-term
Through Crescent Mortgage Company, Franklin American Mortgage and Freddie MAC, the Company’s subsidiary, MVB Bank, Inc., (the Bank), has the
Through Crescent Mortgage Company, Franklin American Mortgage and Freddie MAC, MVB Bank, Inc. has the ability to offer customers long-term
Through Crescent Mortgage Company, Franklin American Mortgage and Freddie MAC, MVB Bank, Inc. has the ability to offer customers long-term
fixed rate mortgage products without holding these instruments in the bank's loan portfolio. MVB values loans held for sale at fair value.
ability to offer customers long-term fixed rate mortgage products without holding these instruments in the bank’s loan portfolio. MVB values the loans
fixed rate mortgage products without holding these instruments in the bank's loan portfolio. MVB values loans held for sale at fair value.
fixed rate mortgage products without holding these instruments in the bank's loan portfolio. MVB values loans held for sale at fair value.
held for sale at fair value.
Derivative Financial Instruments
Derivative Financial Instruments
Derivative Financial Instruments
Derivative Financial Instruments
The Company enters into commitments to originate mortgage loans whereby the interest rate on the loan is determined prior to fundiing (rate lock
The Company enters into commitments to originate mortgage loans whereby the interest rate on the loan is determined prior to fundiing (rate lock
The Company enters into commitments to originate mortgage loans whereby the interest rate on the loan is determined prior to funding (rate lock
The Company enters into commitments to originate mortgage loans whereby the interest rate on the loan is determined prior to fundiing (rate lock
commitments). Rate lock commitments on mortage loans that are intended to be sold are considered to be derivatives. The period of time between
commitments). Rate lock commitments on mortage loans that are intended to be sold are considered to be derivatives. The period of time between
commitments). Rate lock commitments on mortgage loans that are intended to be sold are considered to be derivatives. The period of time between
commitments). Rate lock commitments on mortage loans that are intended to be sold are considered to be derivatives. The period of time between
issuance of a loan commitment and closing and sale of the loan generally ranges from 30 to 120 days. The Company protects itself from changes in
issuance of a loan commitment and closing and sale of the loan generally ranges from 30 to 120 days. The Company protects itself from changes in
issuance of a loan commitment and closing and sale of the loan generally ranges from 30 to 120 days. The Company protects itself from changes in
issuance of a loan commitment and closing and sale of the loan generally ranges from 30 to 120 days. The Company protects itself from changes in
interest rates through the use of best efforts forward delivery commitments, whereby the Company commits to sell a loan at the time the borrower
interest rates through the use of best efforts forward delivery commitments, whereby the Company commits to sell a loan at the time the borrower
interest rates through the use of best efforts forward delivery commitments, whereby the Company commits to sell a loan at the time the borrower commits
interest rates through the use of best efforts forward delivery commitments, whereby the Company commits to sell a loan at the time the borrower
commits to an interest rate with the intent that the buyer has assumed interest rate risk on the loan. As a result, the Company is not exposed to
commits to an interest rate with the intent that the buyer has assumed interest rate risk on the loan. As a result, the Company is not exposed to
to an interest rate with the intent that the buyer has assumed interest rate risk on the loan. As a result, the Company is not exposed to losses and will not
commits to an interest rate with the intent that the buyer has assumed interest rate risk on the loan. As a result, the Company is not exposed to
losses and will not realize significant gains related to its rate lock commitments due to changes in interest rates. The correlation between the rate
losses and will not realize significant gains related to its rate lock commitments due to changes in interest rates. The correlation between the rate
realize significant gains related to its rate lock commitments due to changes in interest rates. The correlation between the rate lock commitments and the
losses and will not realize significant gains related to its rate lock commitments due to changes in interest rates. The correlation between the rate
lock commitments and the best efforts contracts is very high due to their similarity.
lock commitments and the best efforts contracts is very high due to their similarity.
best efforts contracts is very high due to their similarity.
lock commitments and the best efforts contracts is very high due to their similarity.
The market value of rate lock commitments and best efforts contracts is not readily ascertainable with precision because rate lock commitments and
The market value of rate lock commitments and best efforts contracts is not readily ascertainable with precision because rate lock commitments and
The market value of rate lock commitments and best efforts contracts is not readily ascertainable with precision because rate lock commitments and
best efforts contracts are not actively traded in stand-alone-markets. The Company determines the fair value of rate lock commitments and best
best efforts contracts are not actively traded in stand-alone-markets. The Company determines the fair value of rate lock commitments and best
best efforts contracts are not actively traded in stand-alone-markets. The Company determines the fair value of rate lock commitments and best
efforts contracts by measuring the change in the value of the underlying asset while taking into consideration the probability that the rate lock
efforts contracts by measuring the change in the value of the underlying asset while taking into consideration the probability that the rate lock
efforts contracts by measuring the change in the value of the underlying asset while taking into consideration the probability that the rate lock
commitments will close. Because of the high correlation between rate lock commitments and best efforts contracts, no gain or loss occurs on the
commitments will close. Because of the high correlation between rate lock commitments and best efforts contracts, no gain or loss occurs on the
commitments will close. Because of the high correlation between rate lock commitments and best efforts contracts, no gain or loss occurs on the
rate lock commitments.
rate lock commitments.
rate lock commitments.
Interest rate swaps are recognized on the balance sheet at fair value. On the
The Company utilizes interest rate swaps to manage interest rate risk.
Interest rate swaps are recognized on the balance sheet at fair value. On the
The Company utilizes interest rate swaps to manage interest rate risk.
Interest rate swaps are recognized on the balance sheet at fair value. On the
The Company utilizes interest rate swaps to manage interest rate risk.
date the derivative contract is entered into, the Company designates the derivatives as either a fair value hedge or a cash flow hedge according to
date the derivative contract is entered into, the Company designates the derivatives as either a fair value hedge or a cash flow hedge according to
date the derivative contract is entered into, the Company designates the derivatives as either a fair value hedge or a cash flow hedge according to
current accounting guidance. The Company documents all relationships between hedging instruments and hedged items, as well as its risk
current accounting guidance. The Company documents all relationships between hedging instruments and hedged items, as well as its risk
current accounting guidance. The Company documents all relationships between hedging instruments and hedged items, as well as its risk
management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives that are designated as
management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives that are designated as
management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives that are designated as
fair value hedges or cash flow hedges to specific assets or liabilities on the balance sheet. The Company also formally assesses, both at the hedge's
fair value hedges or cash flow hedges to specific assets or liabilities on the balance sheet. The Company also formally assesses, both at the hedge's
fair value hedges or cash flow hedges to specific assets or liabilities on the balance sheet. The Company also formally assesses, both at the hedge's
inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair
inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair
inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair
values or cash flows of hedged items.
values or cash flows of hedged items.
values or cash flows of hedged items.
The Company has not designated any derivatives as fair value hedges as of December 31, 2011. For designated cash flow hedges, the effective
The Company has not designated any derivatives as fair value hedges as of December 31, 2011. For designated cash flow hedges, the effective
The Company has not designated any derivatives as fair value hedges as of December 31, 2011. For designated cash flow hedges, the effective
portions of changes in the fair value of the derivative are recorded in other comprehensive income and are recognized in the income statement when
portions of changes in the fair value of the derivative are recorded in other comprehensive income and are recognized in the income statement when
portions of changes in the fair value of the derivative are recorded in other comprehensive income and are recognized in the income statement when
the hedged item affects earnings. Ineffective portions of changes in the fair value of cash flow hedges are recognized in earnings.
the hedged item affects earnings. Ineffective portions of changes in the fair value of cash flow hedges are recognized in earnings.
the hedged item affects earnings. Ineffective portions of changes in the fair value of cash flow hedges are recognized in earnings.
Loans and Allowance for Loan Losses
Loans and Allowance for Loan Losses
Loans and Allowance for Loan Losses
Loans are stated at the amount of unpaid principal reduced by an allowance for loan losses. Loans are considered delinquent when scheduled
Loans are stated at the amount of unpaid principal reduced by an allowance for loan losses. Loans are considered delinquent when scheduled
Loans are stated at the amount of unpaid principal reduced by an allowance for loan losses. Loans are considered delinquent when scheduled
Interest income on loans is recognized on an accrual basis. The allowance for loan losses is
principal or interest payments are 31 days past due.
Interest income on loans is recognized on an accrual basis. The allowance for loan losses is
principal or interest payments are 31 days past due.
Interest income on loans is recognized on an accrual basis. The allowance for loan losses is
principal or interest payments are 31 days past due.
maintained at a level deemed adequate to absorb probable losses inherent in the loan portfolio. The Company consistently applies a quarterly loan
maintained at a level deemed adequate to absorb probable losses inherent in the loan portfolio. The Company consistently applies a quarterly loan
maintained at a level deemed adequate to absorb probable losses inherent in the loan portfolio. The Company consistently applies a quarterly loan
review process to continually evaluate loans for changes in credit risk. This process serves as the primary means by which the Company evaluates
review process to continually evaluate loans for changes in credit risk. This process serves as the primary means by which the Company evaluates
review process to continually evaluate loans for changes in credit risk. This process serves as the primary means by which the Company evaluates
the adequacy of the allowance for loan losses, and is based upon periodic review of the collectibility of loans in light of historical experience, the
the adequacy of the allowance for loan losses, and is based upon periodic review of the collectibility of loans in light of historical experience, the
the adequacy of the allowance for loan losses, and is based upon periodic review of the collectibility of loans in light of historical experience, the
nature and volume of the loan portfolio, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral
nature and volume of the loan portfolio, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral
nature and volume of the loan portfolio, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral
and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as
and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as
and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as
more information becomes available.
more information becomes available.
more information becomes available.
2012 Annual Report n 15
Loans are stated at the amount of unpaid principal reduced by an allowance for loan losses. Loans are considered delinquent when scheduled
principal or interest payments are 31 days past due.
Interest income on loans is recognized on an accrual basis. The allowance for loan losses is
maintained at a level deemed adequate to absorb probable losses inherent in the loan portfolio. The Company consistently applies a quarterly loan
review process to continually evaluate loans for changes in credit risk. This process serves as the primary means by which the Company evaluates
the adequacy of the allowance for loan losses, and is based upon periodic review of the collectibility of loans in light of historical experience, the
nature and volume of the loan portfolio, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral
and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as
more information becomes available.
Notes to Consolidated Financial Statements
MVB Financial Corp. & Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MVB FINANCIAL CORP. AND SUBSIDIARIES
December 31, 2012
The allowance consists of specific and general components. The specific component relates to loans that are impaired. The general component
covers non-classified loans and is based upon historical loss experience adjusted for qualitative factors.
A loan is considered impaired when, based upon current information and events, it is probable that the Company 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 determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when
due. Loans that experience insignificant payment delays and shortages generally are not classified as impaired. Generally the Company considers
impaired loans to include loans classified as non-accrual loans and loans past due for longer than 90 days.
Loan Origination Fees and Costs
Accounting standards require that loan origination and commitment fees and direct loan origination costs be deferred and the net amount amortized
as an adjustment of the related loan's yield.
Troubled Debt Restructurings (TDRs)
A restructuring of debt constitues a TDR if the creditor for economic or legal reasons related to the debtor's financial difficulties grants a concession
to the debtor that it would not otherwise consider. The determination of whether a concession has been granted includes an evaluation of the
debtor's ability to access funds at a market rate for debt with similar risk characteristics and among other things, the significance of the modification
relative to unpaid principal or collateral value of the debt, and/or the significance of a delay in the timing of payments relative to the frequency of
payments, original maturity date or the expected duration of the loan. The most common concessions granted generally include one or more
modifications to the terms of the debt such as a reduction in the interest rate for the remaining life of the debt, an extension of the maturity date at an
interest rate lower than the current market rate for new debt with similar risk, or reduction of the unpaid principal or interest. All TDRs are considered
impaired loans.
Mortgage Servicing Assets
Mortgage servicing assets (MSAs) are recorded when MVB sells mortgage loans and retains the servicing on those loans. On a monthly basis, MVB
tracks the amount of mortgage loans that are sold with servicing retained. A valuation is done to determine the MSA's value, which is then recorded
as an asset and amortized over the period of estimated net servicing revenues. Servicing loans for others generallly consists of collecting mortgage
payments from borrowers, maintaining escrow accounts, remitting payments to third party investors and when necessary, foreclosure processing.
Serviced loans are not included in the Consolidated Balance Sheets. The amortization taken on the servicing asset for the year-ended December 31,
2012 was $47. At December 31, 2012, MVB had total loans serviced for others of $89,295.
Bank Premises, Furniture and Equipment
Bank premises, furniture and equipment are carried at cost less accumulated depreciation. The provision for depreciation is computed for financial
reporting by the straight-line-method based on the estimated useful
lives of assets, which range from 7 to 40 years on buildings and leasehold
improvements and 3 to 10 years on furniture, fixtures and equipment.
Intangible Assets
The excess of the cost of an acquired company over the fair value of the net assets and identified intangibles acquired is recorded as goodwill. The
net carrying amount of intangible assets was $17.6 million and $917 at December 31, 2012 and 2011, respectively.
Other Investments
Federal Home Loan Bank (FHLB) stock is recorded at cost and considered to be restricted as the Company is required by the FHLB to hold this
investment, and the only market for this stock is the issuing agency. FHLB stock totaled $2,798 and $1,973 at December 31, 2012 and 2011,
respectively, and is included in accrued interest receivable and other assets in the accompanying Consolidated Balance Sheets.
Income Taxes
Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those
reported for income tax purposes. The differences relate principally to accretion of discounts on investment securities, provision for loan losses,
minimum pension liability, and differences between book and tax methods of depreciation.
Stock Based Compensation
The Company accounts for stock-based compensation in accordance with generally accepted accounting principals. Under these standards the
Company is required to record compensation expense for all awards granted after the date of adoption and for any unvested options previously
granted.
Foreclosed Assets Held for Resale
Foreclosed assets held for resale acquired in satisfaction of mortgage obligations and in foreclosure proceedings are recorded at the lower of cost or
fair value less estimated selling costs at the time of foreclosure, with any valuation adjustments charged to the allowance for loan losses. Any gains
or losses on sale are then recorded in other non-interest expense. At December 31, 2012 and 2011, the Company held other real estate of $207 and
$176.
Net Operating Income Per Common Share
Diluted net income per common share includes any dilutive effects of stock options, and is computed by dividing net income by the average number
of common shares outstanding during the period less the preferred stock dividend, adjusted for the dilutive effect of options under the Company's
2003 Stock Incentive Plan.
16 n Setting the Pace
Notes to Consolidated Financial Statements
MVB Financial Corp. & Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MVB FINANCIAL CORP. AND SUBSIDIARIES
December 31, 2012
Comprehensive Income
Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in
assets and liabilities, such as unrealized gains and losses on available-for-sale securities and minimum pension liability, are reported as a separate
component of the equity section of the balance sheet, such items, along with net income, are components of comprehensive income.
Bank-owned life insurance
Bank-owned life insurance ("BOLI") represents life insurance on the lives of certain Company employees who have provided positive consent
allowing the Company to be the beneficiary of such policies. These policies are recorded at their cash surrender value, or the amount that can be
realized upon surrender of the policy. Income from these policies is not subject to income taxes and is recorded as other income.
Advertising Costs
Advertising costs are expensed as incurred.
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is
deemed to be surrendered when (i) the assests have been isolated from the company, (ii) the transferee obtains the right (free of conditions that
constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (iii) the Company does not maintain effective
control over the transferred assets through an agreement to repurchase them before their maturity.
Reclassifications
Certain amounts in the 2011 financial statements have been reclassified to conform to the 2012 financial statement presentation.
2012 Annual Report n 17
Notes to Consolidated Financial Statements
MVB Financial Corp. & Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MVB FINANCIAL CORP. AND SUBSIDIARIES
December 31, 2012
NOTE 2. INVESTMENT SECURITIES
Amortized cost and approximate fair values of investment securities held-to-maturity at December 31, 2012, including gross unrealized gains and
losses, are summarized as follows:
(Dollars in thousands)
Municipal securities
Amortized
Cost
35,370
35,370
$
Unrealized
Gain
988
988
$
Unrealized
Loss
Approximate
Fair
Value
$
(140)
(140)
$
36,218
36,218
Amortized cost and approximate fair values of investment securities held-to-maturity at December 31, 2011, including gross unrealized gains and
losses, are summarized as follows:
Municipal securities
Amortized
Cost
13,568
13,568
$
Unrealized
Gain
587
587
$
Unrealized
Loss
Approximate
Fair
Value
$
(11)
(11)
$
14,144
14,144
Amortized cost and approximate fair values of investment securities available-for-sale at December 31, 2012 are summarized as follows:
Amortized
Cost
Unrealized
Gain
Unrealized
Loss
Approximate
Fair
Value
U. S. Agency securities
U.S. Sponsored Mortgage-backed securities
Other securities
$
$
$
$
$
$
$
$
21,951
56,217
934
79,102
51,165
47,319
124
98,608
247
328
-
575
710
198
-
908
(6)
(169)
-
(175)
(1)
(149)
-
(150)
22,192
56,376
934
79,502
51,874
47,368
124
99,366
Amortized cost and approximate fair values of investment securities available-for-sale at December 31, 2011 are summarized as follows:
Amortized
Cost
Unrealized
Gain
Unrealized
Loss
Approximate
Fair
Value
U. S. Agency securities
U.S. Sponsored Mortgage-backed securities
Other securities
$
$
$
$
$
$
$
$
The following tables summarize amortized cost and approximate fair values of securities by maturity:
Within one year
After one year, but within five
After five years, but within ten
After ten Years
Total
Held to Maturity
Available for sale
December 31, 2012
Amortized
Cost
$
-
1,746
9,311
24,313
35,370
$
Approximate
Fair
Value
-
$
1,761
9,757
24,700
36,218
$
Amortized
Cost
$
-
9,962
23,886
45,254
79,102
$
Approximate
Fair
Value
-
$
10,118
24,069
45,315
79,502
$
18 n Setting the Pace
Notes to Consolidated Financial Statements
MVB Financial Corp. & Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MVB FINANCIAL CORP. AND SUBSIDIARIES
December 31, 2012
Investment securities with a carrying value of $98,209 and $94,866 at December 31, 2012 and 2011, respectively, were pledged to secure public
funds, repurchase agreements and potential borrowings at the Federal Reserve discount window.
The Company's investment portfolio includes securities that are in an unrealized loss position as of December 31, 2012, the details of which are
included in the following table. Although these securities, if sold at December 31, 2012 would result in a pretax loss of $315, 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 December 31, 2012 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 December 31, 2011, total temporary impairment totaled $161.
Description and number
of positions
Less than 12 months
12 months or more
Fair Value
Unrealized Loss
Fair Value
Unrealized Loss
U.S. Agencies (1)
U.S. Sponsored Mortgage-backed securities (16)
Municipal securities (3)
$
$
$
$
$
-
3,124
-
3,124
$
-
$
(21)
-
$
(21)
At December 31, 2012, total temporary impairment totaled $315.
Description and number
of positions
Less than 12 months
12 months or more
Fair Value
Unrealized Loss
Fair Value
Unrealized Loss
4,999
31,073
936
37,008
9,676
28,688
11,216
49,580
(1)
(128)
(11)
(140)
(6)
(169)
(140)
(315)
U.S. Agencies (3)
U.S. Sponsored Mortgage-backed securities (11)
Municipal securities (28)
$
$
$
$
NOTE 3. LOANS
The components of loans in the balance sheet at December 31, were as follows:
(Dollars in thousands)
Commercial and non-residential real estate
Residential real estate
Consumer and other
Net deferred fees and costs
Changes in the allowance for loan losses were as follows for the years ended December 31:
(Dollars in thousands)
Balance at beginning of period
Losses charged to allowance
Recoveries credited to allowance
Provision for loan losses
Balance at end of period
$
-
-
-
$
-
-
-
$
-
$
-
2012
2011
$
$
$
$
298,854
130,012
16,792
785
446,443
3,045
(1,791)
22
2,800
4,076
2012
2011
$
$
$
$
238,177
121,536
13,782
327
373,822
2,478
(1,189)
33
1,723
3,045
2012 Annual Report n 19
Notes to Consolidated Financial Statements
MVB Financial Corp. & Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MVB FINANCIAL CORP. AND SUBSIDIARIES
December 31, 2012
The following table summarizes the primary segments of the loan portfolio as of December 31, 2012 and 2011 (in thousands):
December 31, 2011
Total Loans
Individually evaluated for
impairment
Collectively evaluated for
impairment
December 31, 2012
Total Loans
Individually evaluated for
impairment
Collectively evaluated for
impairment
Commercial
Residential
Home
Equity
Installment
Credit
Cards
Total
$238,504
$105,606
$15,930
$13,217
$565
$373,822
$96,152
$6,870
$1,665
$193
$0
$104,880
$142,352
$98,736
$14,265
$13,024
$565
$268,942
$299,639
$113,212
$16,800
$16,174
$618
$446,443
$203,060
$16,407
$1,824
$101
$0
$221,392
$96,579
$96,805
$14,976
$16,073
$618
$225,051
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 Company 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 Company 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 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 December 31, 2012 and 2011 (in thousands):
Impaired Loans with
Specific Allowance
Impaired
Loans with
No
Specific
Allowance
Recorded
Investment
Related
Allowance
Recorded
Investment
Total Impaired Loans
Unpaid
Principal
Balance
Recorded
Investment
$2,597
76
9
140
0
$2,822
$3,074
43
0
1
0
$3,118
$758
10
9
100
0
$877
$684
35
0
1
0
$720
$0
0
0
0
0
$0
$0
0
0
0
0
$0
$2,597
76
9
140
0
$2,822
$3,074
43
0
1
0
$3,118
$2,597
76
9
140
0
$2,822
$3,074
43
0
1
0
$3,118
December 31, 2011
Commercial
Residential
Home Equity
Installment
Credit Card
Total impaired loans
December 31, 2012
Commercial
Residential
Home Equity
Installment
Credit Card
Total impaired loans
20 n Setting the Pace
Notes to Consolidated Financial Statements
MVB Financial Corp. & Subsidiaries
Notes to Consolidated Financial Statements
MVB Financial Corp. & Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MVB FINANCIAL CORP. AND SUBSIDIARIES
December 31, 2012
The following table presents the average recorded investment in impaired loans and related interest income recognized for the periods indicated (in thousands):
Average investment in impaired loans
Interest income recognized on an accrual basis on impaired loans
December
2012
$2,970
$112
2011
$2,091
$84
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 $750,000 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 portolio. 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 December 31, 2011 and 2012 (in thousands):
December 31, 2011
Commercial
Residential
Home Equity
Installment
Credit Card
Total
December 31, 2012
Commercial
Residential
Home Equity
Installment
Credit Card
Total
Pass
$225,500
103,958
15,750
12,806
565
$358,579
$286,472
110,663
16,540
15,806
589
$430,070
Special
Mention
$7,752
1,157
96
242
-
$9,247
$8,646
2,260
260
354
29
$11,549
Substandard
Doubtful
Total
$2,655
491
75
29
-
$3,250
$1,770
289
-
13
-
$2,072
$2,597
-
9
140
-
$2,746
$2,751
-
-
1
-
$2,752
$238,504
105,606
15,930
13,217
565
$373,822
$299,639
113,212
16,800
16,174
618
$446,443
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 December 31, 2011 and 2012 (in thousands):
December 31, 2011
Commercial
Residential
Home Equity
Installment
Credit Card
Total
December 31, 2012
Commercial
Residential
Home Equity
Installment
Credit Card
Total
Current
30-59 Days
Past Due
60-89 Days
Past Due
90 Days +
Past Due
Total
Past Due
Non-
Accrual
Total
Loans
$232,765
103,875
15,846
12,888
565
$365,939
$295,295
111,053
16,772
15,991
589
$288,634
$448
1,593
-
138
-
$2,179
767
1,772
28
179
24
$2,770
$2,836
-
84
26
-
$2,946
221
293
-
-
5
$519
$2
62
-
2
-
$66
$275
51
-
3
-
$329
$3,286
1,655
84
166
-
$5,191
$1,263
2,116
28
182
29
$3,618
$2,453
76
-
163
-
$2,692
$3,081
43
-
1
-
$3,125
$238,504
105,606
15,930
13,217
565
$373,822
$299,639
113,212
16,800
16,174
618
$446,443
2012 Annual Report n 21
Notes to Consolidated Financial Statements
MVB Financial Corp. & Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MVB FINANCIAL CORP. AND SUBSIDIARIES
December 31, 2012
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.
qualities or characteristics that may lead to collection and loss issues, are closely monitored by management and subject to additional qualitative factors.
Loans in the criticized pools, which possess certain
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, industy and/or geographic standpoint.
Loans that are 90 days past due and still accruing are both adequately secured and in the process of collection.
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.
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 December 31, 2011 and 2012. Activity in the allowance is presented for the year ended
December 31, 2012 (in thousands):
ALL balance at
December 31, 2010
Charge-offs
Recoveries
Provision
ALL balance at
December 31, 2011
Individually evaluated
for impairment
Collectively evaluated
for impairment
for impairment
ALL balance at
December 31, 2011
Charge-offs
Recoveries
Provision
ALL balance at
December 31, 2012
Individually evaluated
for impairment
Collectively evaluated
for impairment
Commercial
Residential
Home
Equity
Installment
Credit
Card
Total
$
1,517
(552)
4
1,195
$
460
(349)
-
255
$
207
(177)
10
209
$
274
(105)
19
67
$
20
(6)
-
(3)
$
2,478
(1,189)
33
1,723
$
2,164
$
366
$
249
$
255
$
11
$
3,045
$758
$1,406
$356
$10
Commercial
Residential
$240
$9
Home
Equity
$155
$100
Installment
$
2,164
(1,731)
5
2,669
366
$
-
-
148
$
249
(9)
5
(3)
$
255
(51)
12
(16)
$0
$11
Credit
Card
11
$
-
-
2
$1,509
$1,536
Total
$
3,045
(1,791)
22
2,800
$
3,107
$
514
$
242
$
200
$
13
$
4,076
$373
$2,734
$432
$82
$215
$27
$198
$2
$0
$13
$1,218
$2,858
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.
Troubled Debt Restructurings
The restructuring of a loan is considered a "troubled debt restructuring" if both (i) the borrower is experiencing financial difficulties and (ii) the creditor has
granted a concession. Concessions may include interest rate reductions or below market interest rates, principal forgiveness, restructuring amortization
schedules and other actions intended to minimize potential losses. Troubled debt restructurings during 2012 and 2011 are set forth in the following table. No
TDR's have defaulted.
22 n Setting the Pace
Notes to Consolidated Financial Statements
MVB Financial Corp. & Subsidiaries
Notes to Consolidated Financial Statements
MVB Financial Corp. & Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MVB FINANCIAL CORP. AND SUBSIDIARIES
December 31, 2012
The following table presents details related to loans identified as Troubled Debt Restructurings (TDRs) at December 31, 2012 and 2011.
New TDRs (1)
December 31, 2012
December 31, 2011
Number of
Contracts
1
2
(Unaudited, dollars in thousands)
Commercial real estate:
Land and construction
Other
103
Total commercial real estate
103
Commercial and industrial
-
Residential real estate
415
Home equity
-
Consumer
-
Total
518
(1) Excludes loans that were either paid off or charged-off by period end. The pre-modification balance represents the balance outstanding at the beginning of the period. The post-modification balance
represents the outstanding balance at period end.
103
103
-
415
-
-
518
-
3
6
3
-
-
-
Number of
Contracts
-
-
1
11
-
1
-
-
2
Pre-
Modification
Outstanding
Recorded
Investment
886
349
-
1,235
-
-
-
13
1,248
Post-
Modification
Outstanding
Recorded
Investment
886
349
-
1,235
-
-
-
13
1,248
Pre-
Modification
Outstanding
Recorded
Investment
-
-
Post-Modification
Outstanding
Recorded
Investment
-
-
2012 Annual Report n 23
Notes to Consolidated Financial Statements
MVB Financial Corp. & Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MVB FINANCIAL CORP. AND SUBSIDIARIES
December 31, 2012
NOTE 4. BANK PREMISES, FURNITURE AND EQUIPMENT
Bank premises, furniture and equipment at December 31, were as follows:
(Dollars in thousands)
2012
2011
Bank Premises
Equipment, furniture and fixtures
Allowance for depreciation
NOTE 5. DEPOSITS
Deposits at December 31, were as follows:
(Dollars in thousands)
Demand deposits of individuals, partnerships, and corporations
Interest bearing
Non-interest bearing
Time and savings deposits of individuals, partnerships and corporations
Deposits of states and political subdivisions
Official checks
Total Domestic Deposits
$
$
10,533
5,054
15,587
(4,233)
11,354
$
7,647
3,445
11,092
(3,310)
7,782
$
2012
2011
$
$
175,442
51,821
206,263
50,036
2,957
486,519
$
$
113,515
37,744
184,993
53,237
1,056
390,545
Time deposits of over $100 included above
$
86,872
$
65,316
Maturities of certificates of deposit at December 31, 2012 were as follows:
2013
2014
2015
2016
2017
Total
$
$
120,299
9,827
8,157
5,703
3,864
147,850
NOTE 6. BORROWED FUNDS
The Company is a party to repurchase agreements with certain customers. As of December 31, 2012 and 2011, the company held repurchase
agreements of $70,234 and $77,835. Information related to repurchase agreements is summarized below:
(Dollars in thousands)
2012
2011
Balance at end of year
Average balance during the year
Maximum month-end balance
Weighted-average rate during the year
Rate at December 31
70,234
$
67,709
77,852
0.76%
0.80%
77,835
$
61,855
86,507
0.81%
0.66%
MVB Bank, Inc. (the Bank) is a member of the Federal Home Loan Bank ("FHLB") of Pittsburgh, Pennsylvania.
The remaining maximum
borrowing capacity with the FHLB at December 31, 2012 was approximately $146,393. At December 31, 2012 and 2011 the Bank had borrowed
$32,600 and $9,767.
24 n Setting the Pace
Notes to Consolidated Financial Statements
MVB Financial Corp. & Subsidiaries
Notes to Consolidated Financial Statements
MVB Financial Corp. & Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MVB FINANCIAL CORP. AND SUBSIDIARIES
December 31, 2012
Borrowings from the FHLB as of December 31 were as follows:
(Dollars in thousands)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MVB FINANCIAL CORP. AND SUBSIDIARIES
December 31, 2012
Borrowings from the FHLB as of December 31 were as follows:
(Dollars in thousands)
Fixed interest rate note, originating April 1999, due April 2014, interest
of 5.405% is payable monthly
Fixed interest rate note, originating January 2005, due January 2020,
payable in monthly installments of $11, including interest of 5.140%
Fixed interest rate note, originating April 2002, due May 2017, payable
in monthly installments of $4, including interest of 5.90%
Floating interest rate note, originating March 2003, interest payable
monthly of 0.25%
Fixed interest rate note, originating July 2006, due July 2016, payable
in monthly installments of $8, including interest of 4.50%
Fixed interest rate note, originating October 2006, due October 2021,
payable in monthly installments of $6, including interest of 5.20%
Fixed interest
payable in monthly installments of $6, including interest of 5.18%
rate note, originating April 2007, due April 2022,
Amortizing fixed interest rate note, originating February 2007, due
February 2022, payable in monthly installments of $5,
including
interest of 5.22%
Fixed interest rate note, originating December 2007, due December
2017, payable in monthly installments of $7,
including interest of
5.25%
Fixed interest rate note, originating March 2008, due March 2013,
interest of 2.37% payable quarterly
Fixed interest rate note, originating April 1999, due April 2014, interest
of 5.405% is payable monthly
2012
2011
2012
2011
$
1,000
$
1,000
Fixed interest rate note, originating January 2005, due January 2020,
payable in monthly installments of $11, including interest of 5.140%
$
$
1,000
1,000
Fixed interest rate note, originating April 2002, due May 2017, payable
in monthly installments of $4, including interest of 5.90%
763
851
615
631
Floating interest rate note, originating March 2003, interest payable
monthly of 0.25%
Fixed interest rate note, originating July 2006, due July 2016, payable
in monthly installments of $8, including interest of 4.50%
23,065
-
1,258
1,301
Fixed interest rate note, originating October 2006, due October 2021,
payable in monthly installments of $6, including interest of 5.20%
1,047
Fixed interest
payable in monthly installments of $6, including interest of 5.18%
1,068
rate note, originating April 2007, due April 2022,
995
1,015
Amortizing fixed interest rate note, originating February 2007, due
February 2022, payable in monthly installments of $5,
including
interest of 5.22%
Fixed interest rate note, originating December 2007, due December
2017, payable in monthly installments of $7,
including interest of
5.25%
879
896
Fixed interest rate note, originating March 2008, due March 2013,
978
interest of 2.37% payable quarterly
1,005
763
615
23,065
1,258
1,301
1,047
1,068
995
879
978
2,000
851
631
-
1,015
896
1,005
2,000
2,000
2,000
$
32,600
$
9,767
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.
$
9,767
$
32,600
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 2037 and are redeemable by the Company in 2012.
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 December 31, 2012 and 2011 and interest expense of $87 and $81 for the
years ended December 31, 2012 and 2011.
Interest payments are due in
The Trust Preferred Securities and the Debentures mature in 2037 and are redeemable by the Company in 2012.
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 December 31, 2012 and 2011 and interest expense of $87 and $81 for the
years ended December 31, 2012 and 2011.
Borrowings from the FHLB are secured by stock in the FHLB of Pittsburgh, qualifying first mortgage loans, mortgage-backed securities and
certain investment securities.
Borrowings from the FHLB are secured by stock in the FHLB of Pittsburgh, qualifying first mortgage loans, mortgage-backed securities and
certain investment securities.
PMG had borrowings of $59.0 million at December 31, 2012, which were comprised of three lines. A floating rate line at BB&T which originated
January 26, 2012, with a rate of 3.50% and a balance of $18.8 million at December 31, 2012, a floating rate line with Comerica, originated
February 27, 2012, with a rate of 3.50% and a balance of $17.6 million at December 31, 2012 and a floating rate line with United Bank,
originating September 15, 2011, with a rate of 3.00% and a balance of $22.5 million at December 31, 2012.
A summary of maturities of these borrowings over the next five years is as follows:
PMG had borrowings of $59.0 million at December 31, 2012, which were comprised of three lines. A floating rate line at BB&T which originated
January 26, 2012, with a rate of 3.50% and a balance of $18.8 million at December 31, 2012, a floating rate line with Comerica, originated
February 27, 2012, with a rate of 3.50% and a balance of $17.6 million at December 31, 2012 and a floating rate line with United Bank,
originating September 15, 2011, with a rate of 3.00% and a balance of $22.5 million at December 31, 2012.
A summary of maturities of these borrowings over the next five years is as follows:
Year
2013
2014
2015
2016
2017
Thereafter
Amount
$
61,261
1,257
271
1,353
1,582
30,017
95,741
$
Year
2013
2014
2015
2016
2017
Thereafter
Amount
$
61,261
1,257
271
1,353
1,582
30,017
95,741
$
2012 Annual Report n 25
Notes to Consolidated Financial Statements
MVB Financial Corp. & Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MVB FINANCIAL CORP. AND SUBSIDIARIES
December 31, 2012
NOTE 7. COMMITMENTS AND CONTINGENT LIABILITIES
Financial Instruments with Off-Balance-Sheet Risk
The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its
customers. These financial
instruments include commitments to extend credit and standby letters of credit. These instruments involve, to
varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the statements of financial condition.
The Company's exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend
credit and standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies
in making commitments and conditional obligations as it does for on-balance-sheet instruments.
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the
commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash
requirements. The Company evaluates each customers' credit worthiness on a case-by-case basis. The amount and type of collateral obtained,
if deemed necessary by the Company upon extension of credit, varies and is based on management's credit evaluation of the customer.
Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party.
Standby letters of credit generally have fixed expiration dates or other termination clauses and may require payment of a fee. The credit risk
involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The Company's policy for obtaining
collateral, and the nature of such collateral, is essentially the same as that involved in making commitments to extend credit.
Total contractual amounts of the commitments as of December 31 were as follows:
(Dollars in thousands)
2012
2011
Available on lines of credit
Stand-by letters of credit
Other loan commitments
Concentration of Credit Risk
$
$
60,357
458
1,616
62,431
$
$
45,627
346
1,423
47,396
The Company grants a majority of its commercial, financial, real estate and installment loans to customers throughout the Marion, Harrison,
Monongalia, Jefferson and Berkeley County areas of West Virginia and adjacent counties. Collateral for loans is primarily residential and
commercial real estate, personal property, and business equipment. The Company evaluates the credit worthiness of each of its customers on a
case-by-case basis, and the amount of collateral it obtains is based upon management's credit evaluation.
Litigation
The subsidiary bank is involved in various legal actions arising in the ordinary course of business.
the outcome of these matters will not have a significant adverse effect on the consolidated financial statements.
In the opinion of management and counsel,
NOTE 8. INCOME TAXES
Accounting standards require that the Company use an asset and liability approach that requires the recognition of deferred income tax liabilities
and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of other assets
and liabilities.
The amount reflected as income taxes represents federal and state income taxes on financial statement income. Certain items of income and
expense, primarily the provision for possible loan losses, allowance for losses on foreclosed assets held for resale, depreciation, and accretion
of discounts on investment securities are reported in different accounting periods for income tax purposes.
26 n Setting the Pace
Notes to Consolidated Financial Statements
MVB Financial Corp. & Subsidiaries
Notes to Consolidated Financial Statements
MVB Financial Corp. & Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MVB FINANCIAL CORP. AND SUBSIDIARIES
December 31, 2012
The provisions for income taxes for the years ended December 31, were as follows:
(Dollars in thousands)
Current:
2012
2011
Federal
State
Deferred expense(benefit)
Federal
State
Income Tax expense
$
$
1,479
331
1,810
$
$
658
207
865
$
$
(115)
(29)
(144)
1,666
$
$
112
35
147
1,012
Following is a reconciliation of income taxes at federal statutory rates to recorded income taxes for the year ended December 31:
Tax at Federal tax rate
Tax effect of:
State income tax
Tax exempt earnings
Other
2012
2011
Amount
$
1,984
146
(465)
1
1,666
$
%
34.0%
2.5%
-8.0%
0.0%
28.5%
Amount
$
1,263
93
(345)
1
1,012
$
%
34.0%
2.5%
-9.3%
0.0%
27.2%
Deferred tax assets and liabilities are the result of timing differences in recognition of revenue and expense for income tax and financial
statement purposes.
Deferred income tax liabilities and (assets) were comprised of the following at December 31:
Depreciation
Unrealized loss on securities available-for-sale
Pension
Gross deferred tax liabilities
Allowance for loan losses
Minimum pension liability
Gross deferred tax (assets)
Net deferred tax (asset)
2012
2011
$
477
160
184
821
(1,203)
(1,157)
(2,360)
$
482
303
(9)
776
(871)
(798)
(1,669)
$
(1,539)
$
(893)
No deferred income tax valuation allowance is provided since it is more likely than not that realization of the deferred income tax asset will occur
in future years.
2012 Annual Report n 27
Notes to Consolidated Financial Statements
MVB Financial Corp. & Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MVB FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MVB FINANCIAL CORP. AND SUBSIDIARIES
December 31, 2012
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MVB FINANCIAL CORP. AND SUBSIDIARIES
December 31, 2012
MVB FINANCIAL CORP. AND SUBSIDIARIES
December 31, 2012
December 31, 2012
NOTE 9. RELATED PARTY TRANSACTIONS
NOTE 9. RELATED PARTY TRANSACTIONS
NOTE 9. RELATED PARTY TRANSACTIONS
NOTE 9. RELATED PARTY TRANSACTIONS
The Company has granted loans to officers and directors of the Company and to their associates. Related party loans are made on substantially
The Company has granted loans to officers and directors of the Company and to their associates. Related party loans are made on substantially
the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated parties and do
The Company has granted loans to officers and directors of the Company and to their associates. Related party loans are made on substantially
the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated parties and do
not involve more than normal risk of collectibility. Set forth below is a summary of the related loan activity.
The Company has granted loans to officers and directors of the Company and to their associates. Related party loans are made on substantially
the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated parties and do
not involve more than normal risk of collectibility. Set forth below is a summary of the related loan activity.
the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated parties and do
not involve more than normal risk of collectibility. Set forth below is a summary of the related loan activity.
not involve more than normal risk of collectibility. Set forth below is a summary of the related loan activity.
Balance at
Balance at
Beginning
Balance at
Beginning
of Year
Balance at
Beginning
of Year
Beginning
of Year
$
13,300
of Year
$
13,300
$
13,300
$
13,995
$
13,300
$
13,995
$
13,995
$
13,995
(Dollars in thousands)
(Dollars in thousands)
(Dollars in thousands)
December 31, 2012
(Dollars in thousands)
December 31, 2012
December 31, 2012
December 31, 2011
December 31, 2012
December 31, 2011
December 31, 2011
The Company held related party deposits of $11,483 and $14,973 at December 31, 2012 and December 31, 2011, respectively.
December 31, 2011
The Company held related party deposits of $11,483 and $14,973 at December 31, 2012 and December 31, 2011, respectively.
The Company held related party deposits of $11,483 and $14,973 at December 31, 2012 and December 31, 2011, respectively.
The Company held related party repurchase agreements of $361 and $1,313 at December 31, 2012 and December 31, 2011, respectively.
The Company held related party deposits of $11,483 and $14,973 at December 31, 2012 and December 31, 2011, respectively.
The Company held related party repurchase agreements of $361 and $1,313 at December 31, 2012 and December 31, 2011, respectively.
The Company held related party repurchase agreements of $361 and $1,313 at December 31, 2012 and December 31, 2011, respectively.
The Company held related party repurchase agreements of $361 and $1,313 at December 31, 2012 and December 31, 2011, respectively.
Repayments
Repayments
Repayments
$
(2,707)
Repayments
$
(2,707)
$
(2,707)
$
(2,699)
$
(2,707)
$
(2,699)
$
(2,699)
$
(2,699)
Borrowings
Borrowings
Borrowings
$
12,978
Borrowings
$
12,978
$
12,978
$
2,004
$
12,978
$
2,004
$
2,004
$
2,004
23,571
23,571
23,571
13,300
23,571
13,300
13,300
13,300
$
$
$
$
$
$
$
$
Balance
Balance
at end
Balance
at end
of Year
Balance
at end
of Year
at end
of Year
of Year
NOTE 10. PENSION PLAN
NOTE 10. PENSION PLAN
NOTE 10. PENSION PLAN
NOTE 10. PENSION PLAN
2012
2012
2012
2012
2011
2011
2011
2011
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
The Company participates in a trusteed pension plan known as the Allegheny Group Retirement Plan covering virtually all full-time employees.
The Company participates in a trusteed pension plan known as the Allegheny Group Retirement Plan covering virtually all full-time employees.
Benefits are based on years of service and the employee's compensation. The Company's funding policy is to fund normal costs of the plan as
The Company participates in a trusteed pension plan known as the Allegheny Group Retirement Plan covering virtually all full-time employees.
Benefits are based on years of service and the employee's compensation. The Company's funding policy is to fund normal costs of the plan as
accrued. Contributions are intended to provide not only for benefits attributed to service to date, but also for those benefits expected to be
The Company participates in a trusteed pension plan known as the Allegheny Group Retirement Plan covering virtually all full-time employees.
Benefits are based on years of service and the employee's compensation. The Company's funding policy is to fund normal costs of the plan as
accrued. Contributions are intended to provide not only for benefits attributed to service to date, but also for those benefits expected to be
earned in the future. The Company participated in the pension plan beginning January 1, 1999. The Company has recognized estimated
Benefits are based on years of service and the employee's compensation. The Company's funding policy is to fund normal costs of the plan as
accrued. Contributions are intended to provide not only for benefits attributed to service to date, but also for those benefits expected to be
earned in the future. The Company participated in the pension plan beginning January 1, 1999. The Company has recognized estimated
pension expense of $502 and $410 for the years ended December 31, 2012 and 2011.
accrued. Contributions are intended to provide not only for benefits attributed to service to date, but also for those benefits expected to be
earned in the future. The Company participated in the pension plan beginning January 1, 1999. The Company has recognized estimated
pension expense of $502 and $410 for the years ended December 31, 2012 and 2011.
earned in the future. The Company participated in the pension plan beginning January 1, 1999. The Company has recognized estimated
pension expense of $502 and $410 for the years ended December 31, 2012 and 2011.
Information pertaining to the activity in the Company's defined benefit plan, using the latest available actuarial valuations with a measurement
pension expense of $502 and $410 for the years ended December 31, 2012 and 2011.
Information pertaining to the activity in the Company's defined benefit plan, using the latest available actuarial valuations with a measurement
date of December 31, 2012 and 2011 is as follows:
Information pertaining to the activity in the Company's defined benefit plan, using the latest available actuarial valuations with a measurement
date of December 31, 2012 and 2011 is as follows:
Information pertaining to the activity in the Company's defined benefit plan, using the latest available actuarial valuations with a measurement
date of December 31, 2012 and 2011 is as follows:
(Dollars in thousands)
date of December 31, 2012 and 2011 is as follows:
(Dollars in thousands)
Change in benefit obligation
(Dollars in thousands)
Change in benefit obligation
Benefit obligation at beginning of year
(Dollars in thousands)
Change in benefit obligation
Benefit obligation at beginning of year
Service cost
Change in benefit obligation
Benefit obligation at beginning of year
Service cost
Interest cost
Benefit obligation at beginning of year
Service cost
Interest cost
Actuarial loss
Service cost
Interest cost
Actuarial loss
Benefits paid
Interest cost
Actuarial loss
Benefits paid
Benefit obligation at end of year
Actuarial loss
Benefits paid
Benefit obligation at end of year
Benefits paid
Benefit obligation at end of year
Change in plan assets:
Benefit obligation at end of year
Change in plan assets:
Fair value of plan assets at beginning of year
Change in plan assets:
Fair value of plan assets at beginning of year
Actual return on plan assets
Change in plan assets:
Fair value of plan assets at beginning of year
Actual return on plan assets
Employer contribution
Fair value of plan assets at beginning of year
Actual return on plan assets
Employer contribution
Benefits paid
Actual return on plan assets
Employer contribution
Benefits paid
Fair value of plan assets at end of year
Employer contribution
Benefits paid
Fair value of plan assets at end of year
Benefits paid
Fair value of plan assets at end of year
Funded status
Fair value of plan assets at end of year
Funded status
Unrecognized net actuarial loss
Funded status
Unrecognized net actuarial loss
Unrecognized prior service cost
Funded status
Unrecognized net actuarial loss
Unrecognized prior service cost
Prepaid pension cost recognized
Unrecognized net actuarial loss
Unrecognized prior service cost
Prepaid pension cost recognized
Unrecognized prior service cost
Prepaid pension cost recognized
Accumulated benefit obligation
Prepaid pension cost recognized
Accumulated benefit obligation
Accumulated benefit obligation
At December 31, 2012 and 2011, the weighted average assumptions used to determine the benefit obligation are as follows:
Accumulated benefit obligation
At December 31, 2012 and 2011, the weighted average assumptions used to determine the benefit obligation are as follows:
At December 31, 2012 and 2011, the weighted average assumptions used to determine the benefit obligation are as follows:
Discount rate
At December 31, 2012 and 2011, the weighted average assumptions used to determine the benefit obligation are as follows:
Discount rate
Rate of compensation increase
Discount rate
Rate of compensation increase
Discount rate
Rate of compensation increase
The components of net periodic pension cost are as follows:
Rate of compensation increase
The components of net periodic pension cost are as follows:
The components of net periodic pension cost are as follows:
Service cost
The components of net periodic pension cost are as follows:
Service cost
Interest cost
Service cost
Interest cost
Expected return on plan assets
Service cost
Interest cost
Expected return on plan assets
Amortization of prior service costs
Interest cost
Expected return on plan assets
Amortization of prior service costs
Amortization of loss
Expected return on plan assets
Amortization of prior service costs
Amortization of loss
Net periodic pension cost
Amortization of prior service costs
Amortization of loss
Net periodic pension cost
Amortization of loss
Net periodic pension cost
At December 31, 2012 and 2011, the weighted average assumptions used to determine net periodic pension cost are as follows:
Net periodic pension cost
At December 31, 2012 and 2011, the weighted average assumptions used to determine net periodic pension cost are as follows:
At December 31, 2012 and 2011, the weighted average assumptions used to determine net periodic pension cost are as follows:
Discount rate
At December 31, 2012 and 2011, the weighted average assumptions used to determine net periodic pension cost are as follows:
Discount rate
Expected long-term rate of return on plan assets
Discount rate
Expected long-term rate of return on plan assets
Rate of compensation increase
Discount rate
Expected long-term rate of return on plan assets
Rate of compensation increase
Expected long-term rate of return on plan assets
Rate of compensation increase
Rate of compensation increase
4,214
4,214
424
4,214
424
210
4,214
424
210
998
424
210
998
(48)
210
998
(48)
5,798
998
(48)
5,798
(48)
5,798
5,798
2,198
2,198
232
2,198
232
984
2,198
232
984
(48)
232
984
(48)
3,366
984
(48)
3,366
(48)
3,366
(2,432)
3,366
(2,432)
2,890
(2,432)
2,890
2
(2,432)
2,890
2
460
2,890
2
460
2
460
4,473
460
4,473
4,473
4,473
3,059
3,059
356
3,059
356
166
3,059
356
166
669
356
166
669
(36)
166
669
(36)
4,214
669
(36)
4,214
(36)
4,214
4,214
1,794
1,794
(113)
1,794
(113)
553
1,794
(113)
553
(36)
(113)
553
(36)
2,198
553
(36)
2,198
(36)
2,198
(2,016)
2,198
(2,016)
1,990
(2,016)
1,990
4
(2,016)
1,990
4
(22)
1,990
4
(22)
4
(22)
3,288
(22)
3,288
3,288
3,288
$ 424
$ 424
210
$ 424
210
(251)
$ 424
210
(251)
2
210
(251)
2
117
(251)
2
117
$ 502
2
117
$ 502
117
$ 502
$ 502
$ 356
$ 356
166
$ 356
166
(180)
$ 356
166
(180)
2
166
(180)
2
66
(180)
2
66
$ 410
2
66
$ 410
66
$ 410
$ 410
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
5.50%
5.50%
8.00%
5.50%
8.00%
3.00%
5.50%
8.00%
3.00%
8.00%
3.00%
3.00%
5.06%
5.06%
8.00%
5.06%
8.00%
3.00%
5.06%
8.00%
3.00%
8.00%
3.00%
3.00%
4.31%
4.31%
3.00%
4.31%
3.00%
4.31%
3.00%
3.00%
5.06%
5.06%
3.00%
5.06%
3.00%
5.06%
3.00%
3.00%
28 n Setting the Pace
Notes to Consolidated Financial Statements
MVB Financial Corp. & Subsidiaries
Notes to Consolidated Financial Statements
MVB Financial Corp. & Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MVB FINANCIAL CORP. AND SUBSIDIARIES
December 31, 2012
The Company's pension plan asset allocations at December 31, 2012 and 2011, as well as target allocations for 2013 are as follows:
Asset Category
Equity securities
Balanced fund
Other
Total
2013
Target
60%
30%
10%
100%
12/31/2012
54%
25%
21%
100%
12/31/2011
72%
24%
4%
100%
The net transition obligation (asset), prior service cost (credit), and estimated net loss (gain) for the plan that are expected to be amortized from
accumulated other comprehensive income into net periodic benefit cost over the next fiscal year are shown in the table below.
Expected amortization of transition obligation (asset)
Expected amortization of prior service cost (credit)
Expected amortization of net loss (gain)
Plan Assets
2013
2012
$ -
2
186
$ -
2
117
The fair value of MVB's pension plan assets at December 31, 2012 by asset class are as follows:
The following table sets forth by level, within the fair value hierarchy, as defined in Note 18 - Fair Value Measurements, the Plan's assets at fair
value as of December 31, 2012.
Level I
Level II
Level III
Total
Assets:
Cash and cash equivalents
Investment in equity securities
Investment in debt securities
$ 707
$ 1,818
$ -
$ -
$ -
$ 841
$ -
$ -
$ -
$ 707
$ 1,818
$ 841
Total assets at fair value
$ 2,525
$ 841
$ -
$ 3,366
Investment in government and debt securities and short-term investments are valued at the closing price reported on the active market on which
the individual securities are traded.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair
values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of
different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value
measurement at the reporting date.
Below we show the best estimate of the plan contribution for next fiscal year. We also show the benefits expected to be paid in each of the next
five fiscal years, and in the aggregate for the five fiscal years thereafter.
Contributions for the period of 01/01/13 through 12/31/13
Estimated future benefit payments reflecting expected future service
1/1/2013 through 12/31/2013
1/1/2014 through 12/31/2014
1/1/2015 through 12/31/2015
1/1/2016 through 12/31/2016
1/1/2017 through 12/31/2017
1/1/2018 through 12/31/2022
Cash Flow
$ 409,563
$ 145,222
$ 150,428
$ 164,048
$ 204,050
$ 210,551
$ 1,401,378
2012 Annual Report n 29
Notes to Consolidated Financial Statements
MVB Financial Corp. & Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MVB FINANCIAL CORP. AND SUBSIDIARIES
December 31, 2012
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MVB FINANCIAL CORP. AND SUBSIDIARIES
MVB FINANCIAL CORP. AND SUBSIDIARIES
December 31, 2012
December 31, 2012
NOTE 11. INTANGIBLE ASSETS
NOTE 11. INTANGIBLE ASSETS
NOTE 11. INTANGIBLE ASSETS
On October 7, 2005, the Company purchased a full service office in the Charles Town area of Jefferson County West Virginia. This office held
assets of $1.8 million and total deposits of $17.1 million. As a result of this transaction, the Company recorded intangible assets. As of
December 31, 2012 the Company has allocated $12 to core deposit intangibles, which are being amortized using the double-declining balance
method over 10 years. The original amount of the core deposit intangible was $128, with $116 amortized through December 31, 2012 and $12
remaining to be amortized over the next three years. The remaining $897 has been recorded as goodwill, and is evaluated for impairment on
October 1st each year by the Company. In December 2012 the Company purchased Potomac Mortgage Group (PMG), a mortgage company in
Northern Virginia. As a result of this transaction, MVB recorded $16.7 million in goodwill. This goodwill will be evaluated for impairment on an
annual basis each December.
On October 7, 2005, the Company purchased a full service office in the Charles Town area of Jefferson County West Virginia. This office held
On October 7, 2005, the Company purchased a full service office in the Charles Town area of Jefferson County West Virginia. This office held
assets of $1.8 million and total deposits of $17.1 million. As a result of this transaction, the Company recorded intangible assets. As of
assets of $1.8 million and total deposits of $17.1 million. As a result of this transaction, the Company recorded intangible assets. As of
December 31, 2012 the Company has allocated $12 to core deposit intangibles, which are being amortized using the double-declining balance
December 31, 2012 the Company has allocated $12 to core deposit intangibles, which are being amortized using the double-declining balance
method over 10 years. The original amount of the core deposit intangible was $128, with $116 amortized through December 31, 2012 and $12
method over 10 years. The original amount of the core deposit intangible was $128, with $116 amortized through December 31, 2012 and $12
remaining to be amortized over the next three years. The remaining $897 has been recorded as goodwill, and is evaluated for impairment on
remaining to be amortized over the next three years. The remaining $897 has been recorded as goodwill, and is evaluated for impairment on
October 1st each year by the Company. In December 2012 the Company purchased Potomac Mortgage Group (PMG), a mortgage company in
October 1st each year by the Company. In December 2012 the Company purchased Potomac Mortgage Group (PMG), a mortgage company in
Northern Virginia. As a result of this transaction, MVB recorded $16.7 million in goodwill. This goodwill will be evaluated for impairment on an
Northern Virginia. As a result of this transaction, MVB recorded $16.7 million in goodwill. This goodwill will be evaluated for impairment on an
annual basis each December.
annual basis each December.
NOTE 12. STOCK OFFERING
NOTE 12. STOCK OFFERING
NOTE 12. STOCK OFFERING
During 2012 the Company began a confidential offering to accredited investors. As of December 31, 2012 the Company had received signed
offering memoranda and payment for 573,263 shares totaling $13.7 million in additional capital at December 31, 2012. The proceeds of this
offering are being used to support the acquisition of PMG as well as continued growth of the Company. During 2011 the Company issued
393,305 shares, concluding 2011 with outstanding shares of 2,234,767. A 10% stock dividend declared December 21, 2010 with a record date
of January 25, 2011, payable February 15, 2011 resulted in an additional 39,071 shares. In 2012, MVB implemented a dividend reinvestment
plan (DRIP) which resulted in the addition of 41,538 shares totaling $973,000 in additional capital.
During 2012 the Company began a confidential offering to accredited investors. As of December 31, 2012 the Company had received signed
During 2012 the Company began a confidential offering to accredited investors. As of December 31, 2012 the Company had received signed
offering memoranda and payment for 573,263 shares totaling $13.7 million in additional capital at December 31, 2012. The proceeds of this
offering memoranda and payment for 573,263 shares totaling $13.7 million in additional capital at December 31, 2012. The proceeds of this
offering are being used to support the acquisition of PMG as well as continued growth of the Company. During 2011 the Company issued
offering are being used to support the acquisition of PMG as well as continued growth of the Company. During 2011 the Company issued
393,305 shares, concluding 2011 with outstanding shares of 2,234,767. A 10% stock dividend declared December 21, 2010 with a record date
393,305 shares, concluding 2011 with outstanding shares of 2,234,767. A 10% stock dividend declared December 21, 2010 with a record date
of January 25, 2011, payable February 15, 2011 resulted in an additional 39,071 shares. In 2012, MVB implemented a dividend reinvestment
of January 25, 2011, payable February 15, 2011 resulted in an additional 39,071 shares. In 2012, MVB implemented a dividend reinvestment
plan (DRIP) which resulted in the addition of 41,538 shares totaling $973,000 in additional capital.
plan (DRIP) which resulted in the addition of 41,538 shares totaling $973,000 in additional capital.
On September 8, 2011 MVB received $8.5 million in Small Business Lending Fund (SBLF) capital. MVB issued 8,500 shares of $1,000 per
share preferred stock with dividends payable in arrears on January 1, April 1, July 1 and October 1 each year. At December 31, 2012 and 2011,
MVB's loan production qualified for the lowest dividend rate possible of 1%. MVB may continue to utilize the SBLF capital for a period of four
and one half years at the 1% dividend rate so long as loan growth continues to support the reduced rate.
On September 8, 2011 MVB received $8.5 million in Small Business Lending Fund (SBLF) capital. MVB issued 8,500 shares of $1,000 per
On September 8, 2011 MVB received $8.5 million in Small Business Lending Fund (SBLF) capital. MVB issued 8,500 shares of $1,000 per
share preferred stock with dividends payable in arrears on January 1, April 1, July 1 and October 1 each year. At December 31, 2012 and 2011,
share preferred stock with dividends payable in arrears on January 1, April 1, July 1 and October 1 each year. At December 31, 2012 and 2011,
MVB's loan production qualified for the lowest dividend rate possible of 1%. MVB may continue to utilize the SBLF capital for a period of four
MVB's loan production qualified for the lowest dividend rate possible of 1%. MVB may continue to utilize the SBLF capital for a period of four
and one half years at the 1% dividend rate so long as loan growth continues to support the reduced rate.
and one half years at the 1% dividend rate so long as loan growth continues to support the reduced rate.
NOTE 13. STOCK OPTIONS
NOTE 13. STOCK OPTIONS
NOTE 13. STOCK OPTIONS
The MVB Financial Corp. Incentive Stock Plan provides for the issuance of stock options to selected employees. Under the provisions of the
plan, the option price per share shall not be less than the fair market value of the common stock on the date of the grant. All options granted
prior to 2004 vest in 4 years, and expire 10 years from the date of grant. For options granted in 2004 and 2005 the vesting period has been
accelerated to fully vest at December 31, 2005. These options also expire 10 years from the date of the grant. Options granted in 2006, 2007,
2010, 2011 and 2012 vest in 5 years and expire 10 years from the date of the grant, with the exception of 10,000 shares granted in 2010 that
vest in 3 years and expire 10 years from the date of the grant.
The MVB Financial Corp. Incentive Stock Plan provides for the issuance of stock options to selected employees. Under the provisions of the
The MVB Financial Corp. Incentive Stock Plan provides for the issuance of stock options to selected employees. Under the provisions of the
plan, the option price per share shall not be less than the fair market value of the common stock on the date of the grant. All options granted
plan, the option price per share shall not be less than the fair market value of the common stock on the date of the grant. All options granted
prior to 2004 vest in 4 years, and expire 10 years from the date of grant. For options granted in 2004 and 2005 the vesting period has been
prior to 2004 vest in 4 years, and expire 10 years from the date of grant. For options granted in 2004 and 2005 the vesting period has been
accelerated to fully vest at December 31, 2005. These options also expire 10 years from the date of the grant. Options granted in 2006, 2007,
accelerated to fully vest at December 31, 2005. These options also expire 10 years from the date of the grant. Options granted in 2006, 2007,
2010, 2011 and 2012 vest in 5 years and expire 10 years from the date of the grant, with the exception of 10,000 shares granted in 2010 that
2010, 2011 and 2012 vest in 5 years and expire 10 years from the date of the grant, with the exception of 10,000 shares granted in 2010 that
vest in 3 years and expire 10 years from the date of the grant.
vest in 3 years and expire 10 years from the date of the grant.
The following summarizes MVB's stock options as of December 31, and the changes for the year then ended:
The following summarizes MVB's stock options as of December 31, and the changes for the year then ended:
The following summarizes MVB's stock options as of December 31, and the changes for the year then ended:
2012
2011
Outstanding at beginning of year
Granted
Outstanding at beginning of year
Outstanding at beginning of year
Adjust for 10% stock dividend
Granted
Granted
Exercised
Adjust for 10% stock dividend
Adjust for 10% stock dividend
Forfeited/expired
Exercised
Exercised
Forfeited/expired
Forfeited/expired
Outstanding at end of year
Number
Number
of
of
Shares
Shares
239,576
239,576
79,500
79,500
-
-
-
-
-
-
2012
2012
Number
Weighted-
Weighted-
of
Average
Average
Shares
Exercise
Exercise
Price
Price
239,576
79,500
16.46
16.46
-
24.00
24.00
-
-
-
-
-
-
-
-
319,076
$
$
Weighted-
Average
Exercise
Price
$
16.46
24.00
-
-
-
$
18.34
Outstanding at end of year
Outstanding at end of year
Exercisable at end of year
319,076
319,076
$
$
18.34
18.34
172,880
$
15.63
2011
2011
Number
Weighted-
Weighted-
of
Average
Average
Shares
Exercise
Exercise
Price
Price
207,297
10,500
17.88
17.88
21,779
20.45
20.45
-
-
-
-
-
-
-
-
239,576
$
$
$
$
148,973
16.46
16.46
Weighted-
Average
Exercise
Price
$
17.88
20.45
-
-
-
$
16.46
$
15.13
Number
Number
of
of
Shares
Shares
207,297
207,297
10,500
10,500
21,779
21,779
-
-
-
-
239,576
239,576
Exercisable at end of year
Exercisable at end of year
Weighted-average fair value of options granted
during the year
Weighted-average fair value of options granted
Weighted-average fair value of options granted
during the year
during the year
172,880
172,880
$
$
15.63
15.63
$
1.88
148,973
148,973
$
$
15.13
15.13
$
3.67
$
$
1.88
1.88
$
$
3.67
3.67
The fair value for the options was estimated at the date of grant using a Black-Scholes option-pricing model with average risk-free interest rates
of 1.67% and 3.29% for 2012 and 2011 and a weighted average expected life of the options of 7 years for both 2012 and 2011. The expected
volatility of MVB's stock price used for 2012 options was 5.60%, while for the 2011 options it was 5.40%. The expected dividend yield used was
.50% for both 2012 and 2011.
The fair value for the options was estimated at the date of grant using a Black-Scholes option-pricing model with average risk-free interest rates
The fair value for the options was estimated at the date of grant using a Black-Scholes option-pricing model with average risk-free interest rates
of 1.67% and 3.29% for 2012 and 2011 and a weighted average expected life of the options of 7 years for both 2012 and 2011. The expected
of 1.67% and 3.29% for 2012 and 2011 and a weighted average expected life of the options of 7 years for both 2012 and 2011. The expected
volatility of MVB's stock price used for 2012 options was 5.60%, while for the 2011 options it was 5.40%. The expected dividend yield used was
volatility of MVB's stock price used for 2012 options was 5.60%, while for the 2011 options it was 5.40%. The expected dividend yield used was
.50% for both 2012 and 2011.
.50% for both 2012 and 2011.
The following summarizes information concerning MVB's stock options outstanding at December 31, 2012:
The following summarizes information concerning MVB's stock options outstanding at December 31, 2012:
The following summarizes information concerning MVB's stock options outstanding at December 31, 2012:
Options Outstanding
Weighted
Options Outstanding
Options Outstanding
Average
Weighted
Weighted
Remaining
Average
Average
Options Contractual
Remaining
Remaining
Outstanding
Options Contractual
Options Contractual
Life
Weighted
Weighted
Average
Average
Exercise
Exercise
Price
Price
Outstanding
Outstanding
Life
Life
127,376
89,650
4.00
4.00
22,550
8.00
8.00
79,500
8.00
8.00
10.00
10.00
127,376
127,376
89,650
89,650
22,550
22,550
79,500
79,500
4.00
8.00
8.00
10.00
$14.55
$14.55
$18.18
$18.18
$20.45
$20.45
$24.00
$24.00
Exercise Price
Exercise Price
Exercise Price
$14.55
$14.55
$18.18
$18.18
$20.45
$20.45
$24.00
$24.00
$14.55
$18.18
$20.45
$24.00
30 n Setting the Pace
Options Exercisable
Options Exercisable
Options Exercisable
Weighted
Weighted
Number
Average
Average
Exercisable
Exercise
Exercise
Price
Price
172,880
Number
Number
Exercisable
Exercisable
172,880
172,880
$15.63
$15.63
Weighted
Average
Exercise
Price
$15.63
Weighted
Average
Exercise
Price
$14.55
$18.18
$20.45
$24.00
Notes to Consolidated Financial Statements
MVB Financial Corp. & Subsidiaries
Notes to Consolidated Financial Statements
MVB Financial Corp. & Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MVB FINANCIAL CORP. AND SUBSIDIARIES
December 31, 2012
NOTE 14. REGULATORY CAPITAL REQUIREMENTS
The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum
capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could
have a direct material effect on the Company's financial statements. Under capital adequacy guidelines the Bank must meet specific
capital guidelines that involve quantitative measures of the Bank's assets, liabilities, and certain off-balance sheet items as calculated
under regulatory accounting practices. The Bank's capital amounts and classifications are also subject to qualitative judgments by the
regulators about components, risk weightings, and other factors.
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios
of Total and Tier I capital to risk-weighted assets, and of Tier I capital to average assets, as defined. As of December 31, 2012 and
2011, the Bank meets all capital adequacy requirements to which it is subject.
The most recent notification from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the
regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum total risk-
based, Tier I risk-based, and Tier I leverage ratios as set forth in the table below. Both the Company's and the Bank's actual capital
amounts and ratios are presented in the table below.
ACTUAL
MINIMUM
TO BE WELL
CAPITALIZED
MINIMUM
FOR CAPITAL
ADEQUACY PURPOSES
AMOUNT
RATIO
AMOUNT
RATIO
AMOUNT
RATIO
(Dollars in thousands)
As of December 31, 2012
Total Capital
(to risk-weighted assets)
Consolidated
Subsidiary Bank
Tier I Capital
(to risk-weighted assets)
Consolidated
Subsidiary Bank
Tier I Capital
(to average assets)
Consolidated
Subsidiary Bank
As of December 31, 2011
Total Capital
(to risk-weighted assets)
Consolidated
Subsidiary Bank
Tier I Capital
(to risk-weighted assets)
Consolidated
Subsidiary Bank
Tier I Capital
(to average assets)
Consolidated
Subsidiary Bank
$
$
55,527
59,231
12.3%
13.1%
N/A
$
45,303
N/A
10.0%
$
$
36,243
36,243
$
$
51,451
55,155
11.4%
12.2%
N/A
$
27,182
N/A
6.0%
$
$
18,121
18,121
$
$
51,451
55,155
8.4%
9.0%
N/A
$
31,630
N/A
5.0%
$
$
25,323
25,304
$
$
50,603
54,291
14.8%
15.8%
N/A
$
34,276
N/A
10.0%
$
$
27,421
27,421
$
$
47,558
51,246
13.9%
14.9%
N/A
$
20,566
N/A
6.0%
$
$
13,710
13,710
$
$
47,558
51,246
8.9%
9.6%
N/A
$
26,686
N/A
5.0%
$
$
21,354
21,349
8.0%
8.0%
4.0%
4.0%
4.0%
4.0%
8.0%
8.0%
4.0%
4.0%
4.0%
4.0%
2012 Annual Report n 31
2013
2013
2014
2013
2014
2013
2015
2014
2015
2014
2016
2013
2015
2016
2015
2013
2017
2014
2016
2017
2013
2016
2014
2015
2017
2014
2017
2015
2016
2015
2016
2017
2016
2017
2017
(Dollars in thousands)
(Dollars in thousands)
(Dollars in thousands)
(Dollars in thousands)
$ 390
$ 390
310
(Dollars in thousands)
$ 390
310
$ 390
(Dollars in thousands)
322
310
322
(Dollars in thousands)
310
258
$ 390
322
258
322
$ 390
142
310
258
142
$ 390
258
310
471
322
142
471
310
142
322
258
$ 1,893
471
$ 1,893
322
471
258
142
$ 1,893
258
142
$ 1,893
471
142
471
$ 1,893
471
$ 1,893
$ 1,893
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MVB FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MVB FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2012
MVB FINANCIAL CORP. AND SUBSIDIARIES
December 31, 2012
MVB FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2012
December 31, 2012
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MVB FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MVB FINANCIAL CORP. AND SUBSIDIARIES
December 31, 2012
MVB FINANCIAL CORP. AND SUBSIDIARIES
December 31, 2012
December 31, 2012
Notes to Consolidated Financial Statements
MVB Financial Corp. & Subsidiaries
NOTE 15. REGULATORY RESTRICTION ON DIVIDEND
NOTE 15. REGULATORY RESTRICTION ON DIVIDEND
NOTE 15. REGULATORY RESTRICTION ON DIVIDEND
NOTE 15. REGULATORY RESTRICTION ON DIVIDEND
NOTE 15. REGULATORY RESTRICTION ON DIVIDEND
NOTE 15. REGULATORY RESTRICTION ON DIVIDEND
NOTE 15. REGULATORY RESTRICTION ON DIVIDEND
NOTE 16. LEASES
NOTE 16. LEASES
NOTE 16. LEASES
NOTE 16. LEASES
NOTE 16. LEASES
NOTE 16. LEASES
NOTE 16. LEASES
The approval of the regulatory agencies is required if the total of all dividends declared by the Bank in any calendar year exceeds the Bank's
The approval of the regulatory agencies is required if the total of all dividends declared by the Bank in any calendar year exceeds the Bank's
net profits, as defined, for that year combined with its retained net profits for the preceding two calendar years.
The approval of the regulatory agencies is required if the total of all dividends declared by the Bank in any calendar year exceeds the Bank's
net profits, as defined, for that year combined with its retained net profits for the preceding two calendar years.
The approval of the regulatory agencies is required if the total of all dividends declared by the Bank in any calendar year exceeds the Bank's
net profits, as defined, for that year combined with its retained net profits for the preceding two calendar years.
net profits, as defined, for that year combined with its retained net profits for the preceding two calendar years.
The approval of the regulatory agencies is required if the total of all dividends declared by the Bank in any calendar year exceeds the Bank's
The approval of the regulatory agencies is required if the total of all dividends declared by the Bank in any calendar year exceeds the Bank's
net profits, as defined, for that year combined with its retained net profits for the preceding two calendar years.
The approval of the regulatory agencies is required if the total of all dividends declared by the Bank in any calendar year exceeds the Bank's
net profits, as defined, for that year combined with its retained net profits for the preceding two calendar years.
The Company leases land and building space for the operation of some banking offices. All such leases qualify as operating leases.
The Company leases land and building space for the operation of some banking offices. All such leases qualify as operating leases.
net profits, as defined, for that year combined with its retained net profits for the preceding two calendar years.
Following is a schedule by year of future minimum lease payments required under operating leases that have initial or remaining non-
The Company leases land and building space for the operation of some banking offices. All such leases qualify as operating leases.
Following is a schedule by year of future minimum lease payments required under operating leases that have initial or remaining non-
The Company leases land and building space for the operation of some banking offices. All such leases qualify as operating leases.
cancelable lease terms in excess of one year as of December 31, 2012:
Following is a schedule by year of future minimum lease payments required under operating leases that have initial or remaining non-
cancelable lease terms in excess of one year as of December 31, 2012:
Following is a schedule by year of future minimum lease payments required under operating leases that have initial or remaining non-
The Company leases land and building space for the operation of some banking offices. All such leases qualify as operating leases.
cancelable lease terms in excess of one year as of December 31, 2012:
cancelable lease terms in excess of one year as of December 31, 2012:
The Company leases land and building space for the operation of some banking offices. All such leases qualify as operating leases.
Following is a schedule by year of future minimum lease payments required under operating leases that have initial or remaining non-
The Company leases land and building space for the operation of some banking offices. All such leases qualify as operating leases.
Following is a schedule by year of future minimum lease payments required under operating leases that have initial or remaining non-
Years ended December 31:
cancelable lease terms in excess of one year as of December 31, 2012:
Years ended December 31:
Following is a schedule by year of future minimum lease payments required under operating leases that have initial or remaining non-
cancelable lease terms in excess of one year as of December 31, 2012:
Years ended December 31:
cancelable lease terms in excess of one year as of December 31, 2012:
Years ended December 31:
Years ended December 31:
Years ended December 31:
Years ended December 31:
Thereafter
Thereafter
Thereafter
Thereafter
Thereafter
Thereafter
Thereafter
NOTE 17. FAIR VALUE OF FINANCIAL INSTRUMENTS
NOTE 17. FAIR VALUE OF FINANCIAL INSTRUMENTS
NOTE 17. FAIR VALUE OF FINANCIAL INSTRUMENTS
NOTE 17. FAIR VALUE OF FINANCIAL INSTRUMENTS
NOTE 17. FAIR VALUE OF FINANCIAL INSTRUMENTS
NOTE 17. FAIR VALUE OF FINANCIAL INSTRUMENTS
NOTE 17. FAIR VALUE OF FINANCIAL INSTRUMENTS
Total minimum payments required:
Total minimum payments required:
Total minimum payments required:
Total minimum payments required:
Total lease expense for the years ended December 31, 2012 and 2011 was $251 and $156, respectively.
Total lease expense for the years ended December 31, 2012 and 2011 was $251 and $156, respectively.
Total minimum payments required:
Total lease expense for the years ended December 31, 2012 and 2011 was $251 and $156, respectively.
Total minimum payments required:
Total lease expense for the years ended December 31, 2012 and 2011 was $251 and $156, respectively.
Total minimum payments required:
Total lease expense for the years ended December 31, 2012 and 2011 was $251 and $156, respectively.
Total lease expense for the years ended December 31, 2012 and 2011 was $251 and $156, respectively.
The following summarizes the methods and significant assumptions used by the Company in estimating its fair value disclosures for financial
The following summarizes the methods and significant assumptions used by the Company in estimating its fair value disclosures for financial
Total lease expense for the years ended December 31, 2012 and 2011 was $251 and $156, respectively.
instruments.
The following summarizes the methods and significant assumptions used by the Company in estimating its fair value disclosures for financial
instruments.
The following summarizes the methods and significant assumptions used by the Company in estimating its fair value disclosures for financial
instruments.
instruments.
Level I: Quoted prices are available in active markets for identical assets or liabilities as of the reported date.
The following summarizes the methods and significant assumptions used by the Company in estimating its fair value disclosures for financial
Level I: Quoted prices are available in active markets for identical assets or liabilities as of the reported date.
The following summarizes the methods and significant assumptions used by the Company in estimating its fair value disclosures for financial
instruments.
Level I: Quoted prices are available in active markets for identical assets or liabilities as of the reported date.
The following summarizes the methods and significant assumptions used by the Company in estimating its fair value disclosures for financial
Level I: Quoted prices are available in active markets for identical assets or liabilities as of the reported date.
instruments.
Level II: Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable 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.
instruments.
Level I: Quoted prices are available in active markets for identical assets or liabilities 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
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
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.
valued using other financial instruments, the parameters of which can be directly observed.
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 I: Quoted prices are available in active markets for identical assets or liabilities 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
Level II: Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date.
valued using other financial instruments, the parameters of which can be directly observed.
valued using other financial instruments, the parameters of which can be directly observed.
Level II: Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date.
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
The nature of these assets and liabilities include items for which quoted prices are available but traded less frequently, and items that are fair
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
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
and are measured using management's best estimate of fair value, where the inputs into the determination of fair value require significant
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
The nature of these assets and liabilities include items for which quoted prices are available but traded less frequently, and items that are fair
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
valued using other financial instruments, the parameters of which can be directly observed.
management judgment or estimation.
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.
valued using other financial instruments, the parameters of which can be directly observed.
and are measured using management's best estimate of fair value, where the inputs into the determination of fair value require significant
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
management judgment or estimation.
management judgment or estimation.
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
instruments including cash and due from banks, interest
Short-term financial instruments: The carrying values of short-term financial
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
instruments including cash and due from banks, interest
Short-term financial instruments: The carrying values of short-term financial
management judgment or estimation.
bearing balances - FHLB, and certificates of deposit in other banks approximate the fair value of these instruments.
instruments including cash and due from banks, interest
Short-term financial instruments: The carrying values of short-term financial
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.
bearing balances - FHLB, and certificates of deposit in other banks approximate the fair value of these instruments.
instruments including cash and due from banks, interest
Short-term financial instruments: The carrying values of short-term financial
bearing balances - FHLB, and certificates of deposit in other banks approximate the fair value of these instruments.
management judgment or estimation.
bearing balances - FHLB, and certificates of deposit in other banks approximate the fair value of these instruments.
instruments including cash and due from banks, interest
Short-term financial instruments: The carrying values of short-term financial
If quoted market prices are not available,
Securities: Estimated fair values of securities are based on quoted market prices, where available.
If quoted market prices are not available,
Securities: Estimated fair values of securities are based on quoted market prices, where available.
instruments including cash and due from banks, interest
Short-term financial instruments: The carrying values of short-term financial
bearing balances - FHLB, and certificates of deposit in other banks approximate the fair value of these instruments.
estimated fair values are based on quoted market prices of comparable securities.
If quoted market prices are not available,
Securities: Estimated fair values of securities are based on quoted market prices, where available.
estimated fair values are based on quoted market prices of comparable securities.
instruments including cash and due from banks, interest
Short-term financial instruments: The carrying values of short-term financial
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.
bearing balances - FHLB, and certificates of deposit in other banks approximate the fair value of these instruments.
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
If quoted market prices are not available,
Securities: Estimated fair values of securities are based on quoted market prices, where available.
Loans: The estimated fair values for loans are computed based on scheduled future cash flows of principal and interest, discounted at
If quoted market prices are not available,
Securities: Estimated fair values of securities are based on quoted market prices, where available.
interest rates currently offered for loans with similar terms of borrowers of similar credit quality. No prepayments of principal are assumed.
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.
If quoted market prices are not available,
Securities: Estimated fair values of securities are based on quoted market prices, where available.
Loans: The estimated fair values for loans are computed based on scheduled future cash flows of principal and interest, discounted at
estimated fair values are based on quoted market prices of comparable securities.
interest rates currently offered for loans with similar terms of borrowers of similar credit quality. No prepayments of principal are assumed.
estimated fair values are based on quoted market prices of comparable securities.
interest rates currently offered for loans with similar terms of borrowers of similar credit quality. No prepayments of principal are assumed.
Loans held for sale: Estimated fair values of loans held for sale approximate their carrying values.
Loans: The estimated fair values for loans are computed based on scheduled future cash flows of principal and interest, discounted at
Loans held for sale: Estimated fair values of loans held for sale approximate their carrying values.
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.
Loans held for sale: Estimated fair values of loans held for sale approximate their carrying values.
Loans: The estimated fair values for loans are computed based on scheduled future cash flows of principal and interest, discounted at
Loans held for sale: Estimated fair values of loans held for sale approximate their carrying values.
interest rates currently offered for loans with similar terms of borrowers of similar credit quality. No prepayments of principal are assumed.
Bank Owned Life Insurance: Estimated fair values of bank owned life insurance approximate the cash surrender value of the policies.
Bank Owned Life Insurance: Estimated fair values of bank owned life insurance approximate the cash surrender value of the policies.
interest rates currently offered for loans with similar terms of borrowers of similar credit quality. No prepayments of principal are assumed.
Loans held for sale: Estimated fair values of loans held for sale approximate their carrying values.
Bank Owned Life Insurance: Estimated fair values of bank owned life insurance approximate the cash surrender value of the policies.
Bank Owned Life Insurance: Estimated fair values of bank owned life insurance approximate the cash surrender value of the policies.
Loans held for sale: Estimated fair values of loans held for sale approximate their carrying values.
Accrued interest receivable and payable: The carrying values of accrued interest receivable and payable approximate their estimated fair
Accrued interest receivable and payable: The carrying values of accrued interest receivable and payable approximate their estimated fair
Loans held for sale: Estimated fair values of loans held for sale approximate their carrying values.
values.
Bank Owned Life Insurance: Estimated fair values of bank owned life insurance approximate the cash surrender value of the policies.
Accrued interest receivable and payable: The carrying values of accrued interest receivable and payable approximate their estimated fair
values.
Accrued interest receivable and payable: The carrying values of accrued interest receivable and payable approximate their estimated fair
Bank Owned Life Insurance: Estimated fair values of bank owned life insurance approximate the cash surrender value of the policies.
values.
Bank Owned Life Insurance: Estimated fair values of bank owned life insurance approximate the cash surrender value of the policies.
values.
Repurchase agreements: The fair values of repurchase agreements approximate their carrying values.
Accrued interest receivable and payable: The carrying values of accrued interest receivable and payable approximate their estimated fair
Repurchase agreements: The fair values of repurchase agreements approximate their carrying values.
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 carrying values.
Accrued interest receivable and payable: The carrying values of accrued interest receivable and payable approximate their estimated fair
Repurchase agreements: The fair values of repurchase agreements approximate their carrying values.
values.
Deposits: The estimated fair values of demand deposits (i.e., non interest bearing checking, NOW and money market), savings accounts
Deposits: The estimated fair values of demand deposits (i.e., non interest bearing checking, NOW and money market), savings accounts
values.
and other variable rate deposits approximate their carrying values. Fair values of fixed maturity deposits are estimated using a discounted
Repurchase agreements: The fair values of repurchase agreements approximate their carrying 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
Deposits: The estimated fair values of demand deposits (i.e., non interest bearing checking, NOW and money market), savings accounts
Repurchase agreements: The fair values of repurchase agreements approximate their carrying values.
cash flow methodology at rates currently offered for deposits with similar remaining maturities. Any intangible value of long-term relationships
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
Repurchase agreements: The fair values of repurchase agreements approximate their carrying values.
and other variable rate deposits approximate their carrying values. Fair values of fixed maturity deposits are estimated using a discounted
with depositors is not considered in estimating the fair values disclosed.
Deposits: The estimated fair values of demand deposits (i.e., non interest bearing checking, NOW and money market), savings accounts
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.
cash flow methodology at rates currently offered for deposits with similar remaining maturities. Any intangible value of long-term relationships
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
with depositors is not considered in estimating the fair values disclosed.
Deposits: The estimated fair values of demand deposits (i.e., non interest bearing checking, NOW and money market), savings accounts
with depositors is not considered in estimating the fair values disclosed.
and other variable rate deposits approximate their carrying values. Fair values of fixed maturity deposits are estimated using a discounted
FHLB and other borrowings: The fair values of FHLB and other borrowings are based upon rates currently available for borrowings with
cash flow methodology at rates currently offered for deposits with similar remaining maturities. Any intangible value of long-term relationships
FHLB and other borrowings: The fair values of FHLB and other borrowings are based upon rates currently available for borrowings with
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
similar terms and maturities.
with depositors is not considered in estimating the fair values disclosed.
FHLB and other borrowings: The fair values of FHLB and other borrowings are based upon rates currently available for borrowings with
similar terms and maturities.
cash flow methodology at rates currently offered for deposits with similar remaining maturities. Any intangible value of long-term relationships
FHLB and other borrowings: The fair values of FHLB and other borrowings are based upon rates currently available for borrowings with
with depositors is not considered in estimating the fair values disclosed.
similar terms and maturities.
with depositors is not considered in estimating the fair values disclosed.
similar terms and maturities.
Subordinated debt: The fair value of long-term debt approximates its fair value.
FHLB and other borrowings: The fair values of FHLB and other borrowings are based upon rates currently available for borrowings with
Subordinated debt: The fair value of long-term debt approximates its fair value.
FHLB and other borrowings: The fair values of FHLB and other borrowings are based upon rates currently available for borrowings with
similar terms and maturities.
Subordinated debt: The fair value of long-term debt approximates its fair value.
FHLB and other borrowings: The fair values of FHLB and other borrowings are based upon rates currently available for borrowings with
Subordinated debt: The fair value of long-term debt approximates its fair value.
similar terms and maturities.
Off-balance sheet instruments: The fair values of commitments to extend credit and standby letters of credit are estimated using the fees
Off-balance sheet instruments: The fair values of commitments to extend credit and standby letters of credit are estimated using the fees
similar terms and maturities.
currently charged to enter into similar agreements, taking into account the remaining terms of agreements and the present credit standing of
Subordinated debt: The fair value of long-term debt approximates its fair value.
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
Off-balance sheet instruments: The fair values of commitments to extend credit and standby letters of credit are estimated using the fees
Subordinated debt: The fair value of long-term debt approximates its fair value.
the counterparties. The amounts of fees currently charged on commitments and standby letters of credit are deemed insignificant, and
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 insignificant, and
Subordinated debt: The fair value of long-term debt approximates its fair value.
currently charged to enter into similar agreements, taking into account the remaining terms of agreements and the present credit standing of
therefore, the estimated fair values and carrying values are not shown.
Off-balance sheet instruments: The fair values of commitments to extend credit and standby letters of credit are estimated using the fees
the counterparties. The amounts of fees currently charged on commitments and standby letters of credit are deemed insignificant, and
therefore, the estimated fair values and carrying values are not shown.
the counterparties. The amounts of fees currently charged on commitments and standby letters of credit are deemed insignificant, and
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
therefore, the estimated fair values and carrying values are not shown.
Off-balance sheet instruments: The fair values of commitments to extend credit and standby letters of credit are estimated using the fees
therefore, the estimated fair values and carrying values are not shown.
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 insignificant, and
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 insignificant, and
therefore, the estimated fair values and carrying values are not shown.
the counterparties. The amounts of fees currently charged on commitments and standby letters of credit are deemed insignificant, and
therefore, the estimated fair values and carrying values are not shown.
therefore, the estimated fair values and carrying values are not shown.
32 n Setting the Pace
Notes to Consolidated Financial Statements
MVB Financial Corp. & Subsidiaries
Notes to Consolidated Financial Statements
MVB Financial Corp. & Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MVB FINANCIAL CORP.
DECEMBER 31, 2012
The carrying values and estimated fair values of the Company's financial instruments are summarized as follows:
(Dollars in thousands)
Financial assets:
Cash and due from banks
Interest bearing balances with banks
Securities available-for-sale
Securities held-to-maturity
Loans
Loans held for sale
Derivative on loans held for sale
Bank owned life insurance
Accrued interest receivable
Financial liabilities:
Deposits
Repurchase agreements
FHLB and other borrowings
Accrued interest payable
Subordinated debt
Financial assets:
Cash and due from banks
Interest bearing balances with banks
Securities available-for-sale
Securities held-to-maturity
Loans
Loans held for sale
Accrued interest receivable
Financial liabilities:
Deposits
Repurchase agreements
FHLB and other borrowings
Accrued interest payable
Subordinated debt
Carrying
Value
Estimated
Fair
Value
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
$
$
21,637
13,130
79,502
35,370
446,443
85,529
1,261
10,524
1,778
695,174
486,519
70,234
91,617
329
4,124
652,823
$
$
21,637
13,554
80,138
36,218
457,158
85,529
1,261
10,524
1,778
707,797
498,244
70,234
94,487
329
4,664
667,958
$
$
$
$
December 31, 2011
Carrying
Value
Estimated
Fair
Value
(Dollars in thousands)
$
$
9,763
10,196
99,366
13,568
373,822
7,147
1,582
515,444
390,545
77,835
9,767
341
4,124
482,612
$
$
9,763
10,216
99,366
14,144
388,027
7,147
1,582
530,245
400,894
77,861
11,027
341
4,124
494,247
$
$
$
$
$
21,637
13,130
-
-
-
-
10,524
1,778
47,069
$
$
329,083
70,234
-
329
4,664
404,310
$
$
-
$
-
79,502
36,218
-
85,529
1,261
-
202,510
$
-
$
-
-
-
-
$
$
-
-
457,158
-
-
$
457,158
$
169,161
-
94,487
-
$
-
$
263,648
2012 Annual Report n 33
Notes to Consolidated Financial Statements
MVB Financial Corp. & Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MVB FINANCIAL CORP.
DECEMBER 31, 2012
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
instruments, fair value estimates are based on judgments regarding future expected loss
the Company's financial
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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MVB FINANCIAL CORP.
DECEMBER 31, 2012
NOTE 18. FAIR VALUE
Accounting standards require that the Company adopt fair value measurement for financial assets and financial
liabilities. This enhanced
guidance for using fair value to measure assets and liabilities applies whenever other standards require or permit assets or liabilities to be
measured at fair value. This guidance does not expand the use of fair value in any new circumstances.
Accounting standards establish a hierarchal disclosure framework associated with the level of pricing observability utilized in measuring assets
and liabilities at fair value. The three broad levels defined by these standards are as follows:
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 tables present the assets and liabilities reported on the consolidated statements of financial condition at their fair value as of
December 31, 2012 and 2011 by level within the fair value hierarchy. As required by accounting standards, financial assets and liabilities are
classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company classified
investments in government securities as Level 2 instruments and valued them using the market approach. All measurements are made on a
recurring basis, with the exception of other real estate and impaired loans, which are measured on a non-recurring basis.
(In Thousands)
Assets:
U.S. Government Agency Securities
U.S. Sponsored Mortgage backed Securities
Other Securities
Loans held for sale
Derivative on loans held for sale
Other Real Estate Owned
Impaired Loans
Total
Level I
December 31, 2012
Level II
Level III
Total
Level I
December 31, 2011
Level III
Level II
Total
22,192
56,376
934
85,529
1,261
-
-
166,292
22,192
56,376
- 934
- 85,529
- 1,261
207 207
3,118 3,118
3,325 169,617
51,874
47,368
124
7,147
-
-
106,513
51,874
47,368
124
-
7,147
-
-
176 176
2,822
2,822
109,511
2,998
34 n Setting the Pace
Notes to Consolidated Financial Statements
MVB Financial Corp. & Subsidiaries
Notes to Consolidated Financial Statements
MVB Financial Corp. & Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MVB FINANCIAL CORP.
DECEMBER 31, 2012
The following table presents additional quantitative information about assets measured at fair value on a non-recurring
basis and for which MVB has utilized Level 3 inputs to determine fair value:
(in thousands)
December 31, 2012
Impaired loans
Quantitative Information about Level 3 Fair Value
Fair Value
Estimate
Valuation
Techniques
Unobservable
Input
3,118
Appraisal of
collateral (1)
Appraisal
adjustments (2)
Liquidation
expenses (2)
Range
Weighted
Average
0% to -50.0%
(-25.2%)
-1.5% to 8.0%
(-5.5%)
Other real estate owned and repossessed assets
207
Appraisal of
collateral
(1),(3)
(1) Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various level 3 inputs which are not identifiable.
(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. The range and weighted average of
liquidation expenses and other appraisal adjustements are presented as a percent of the appraisal.
(3) Includes qualitative adjustments by management and estimated liquidation expenses.
NOTE 19. ACQUISITION OF PMG
On December 20, 2012, the Company acquired Potomac Mortgage Group, LLC (PMG), a mortgage loan company
based in Northern Virginia. The acquisition significantly expands MVB's mortgage production capacity.
PMG operates four offices, with their main location in Fairfax, VA. Under terms of the agreement, the Company
acquired PMG for a total purchase price of $19 million, $17 million in cash and $2 million in MVB Financial Corp. stock.
As a result of the acquisition, the Company issued 83,333 common shares, or 3.7% of the total shares outstanding, to
the majority owner of PMG. PMG is now a wholly owned subsidiary of MVB Bank, Inc.
The acquired assets and liabilities were measured at estimated fair values. Fair values of loans held for sale were
based upon the locked in sales price recorded on each individual loan in the portfolio. Other assets and liabilities were
insignificant to the transaction. Outstanding lines of credit were recorded at fair value. The transaction resulted in MVB
recording $16.7 million in goodwill, which will be measured for impairment each December 1.
The following condensed statement reflects the values assigned to PMG's net assets and liabilities as of the acquisition
Total Purchase Price
Net Assets Acquired
Cash
Loans held for sale
Other assets
Lines of credit
Other liabilities
Fair value of net assets acquired
Goodwill resulting from PMG acquisition
$
19,000
1,354
60,233
2,907
(60,355)
(1,864)
2,275
16,725
$
The company recorded goodwill with the acquisition of PMG of $16.7 million. Goodwill
is not amortized, but is
periodically evaluated for impairment. The Company did not recognize any impairment during the year ended
December 31, 2012. The carrying amount of the goodwill at December 31, 2012 was $16.7 million.
2012 Annual Report n 35
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MVB FINANCIAL CORP.
DECEMBER 31, 2012
The following table presents additional quantitative information about assets measured at fair value on a non-recurring
basis and for which MVB has utilized Level 3 inputs to determine fair value:
(in thousands)
December 31, 2012
Impaired loans
Quantitative Information about Level 3 Fair Value
Fair Value
Estimate
Valuation
Unobservable
Techniques
Input
Range
Weighted
Average
3,118
Appraisal of
collateral (1)
Appraisal
adjustments (2)
0% to -50.0%
Liquidation
expenses (2)
(-25.2%)
-1.5% to 8.0%
(-5.5%)
Other real estate owned and repossessed assets
207
Appraisal of
collateral
(1),(3)
(1) Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various level 3 inputs which are not identifiable.
(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. The range and weighted average of
liquidation expenses and other appraisal adjustements are presented as a percent of the appraisal.
(3) Includes qualitative adjustments by management and estimated liquidation expenses.
NOTE 19. ACQUISITION OF PMG
On December 20, 2012, the Company acquired Potomac Mortgage Group, LLC (PMG), a mortgage loan company
based in Northern Virginia. The acquisition significantly expands MVB's mortgage production capacity.
PMG operates four offices, with their main location in Fairfax, VA. Under terms of the agreement, the Company
acquired PMG for a total purchase price of $19 million, $17 million in cash and $2 million in MVB Financial Corp. stock.
As a result of the acquisition, the Company issued 83,333 common shares, or 3.7% of the total shares outstanding, to
the majority owner of PMG. PMG is now a wholly owned subsidiary of MVB Bank, Inc.
The acquired assets and liabilities were measured at estimated fair values. Fair values of loans held for sale were
based upon the locked in sales price recorded on each individual loan in the portfolio. Other assets and liabilities were
insignificant to the transaction. Outstanding lines of credit were recorded at fair value. The transaction resulted in MVB
recording $16.7 million in goodwill, which will be measured for impairment each December 1.
The following condensed statement reflects the values assigned to PMG's net assets and liabilities as of the acquisition
Total Purchase Price
Net Assets Acquired
$
19,000
Cash
Loans held for sale
Other assets
Lines of credit
Other liabilities
Fair value of net assets acquired
Goodwill resulting from PMG acquisition
Notes to Consolidated Financial Statements
MVB Financial Corp. & Subsidiaries
2,275
16,725
$
1,354
60,233
2,907
(60,355)
(1,864)
The company recorded goodwill with the acquisition of PMG of $16.7 million. Goodwill
is not amortized, but is
periodically evaluated for impairment. The Company did not recognize any impairment during the year ended
December 31, 2012. The carrying amount of the goodwill at December 31, 2012 was $16.7 million.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MVB FINANCIAL CORP.
DECEMBER 31, 2012
The following table presents financial information regarding PMG included in MVB's Consolidated Statement of Income
from the date of acquisition through December 31, 2012 under the column "Actual from acquisition date through
December 31, 2012". In addition the following table presents unaudited pro forma information as if the acquisition of
PMG had occurred on January 1, 2011 under the "Pro forma" columns. The pro forma information does not necessarily
reflect the results of operations that would have occurred had the Company merged with PMG at the beginning of 2011.
Net interest income
Noninterest income
Net income
Pro forma earnings per share
Basic
Diluted
Actual from
acquisition date through
December 31, 2012
Pro forma
year ended December 31
2011
2012
3
$
618
39
$
17,324
7,749
4,168
$
14,396
9,476
4,394
$
1.84
1.79
$
1.43
1.41
36 n Setting the Pace
Notes to Consolidated Financial Statements
MVB Financial Corp. & Subsidiaries
Notes to Consolidated Financial Statements
MVB Financial Corp. & Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MVB FINANCIAL CORP.
DECEMBER 31, 2012
NOTE 20. CONDENSED FINANCIAL STATEMENTS OF PARENT COMPANY
The investment of the Company in its second tier subsidiaries is presented on the equity method of
accounting.
Information relative to the parent company's balance sheets at December 31, 2012 and
2011, and the related statements of income and cash flows for each of those years are presented below:
(Dollars in thousands, except share data)
Balance Sheets
Assets
Cash
Investment in bank subsidiary,
eliminated in consolidation
Other assets
Total assets
Liabilities and shareholders' equity
Liabilities
Other liabilities
Long-term debt
Total liabilities
Stockholders' equity
Preferred stock, par value $1,000; 8,500
and 8,500 shares authorized, 8,500 and
8,500 shares issued
Common stock, par value $1; 4,000,000
shares authorized; 2,932,901 and
2,234,767 shares issued
respectively
Additional paid in capital
Treasury stock
Retained earnings
Accumulated other comprehensive income
Total stockholders' equity
Total liabilities and stockholders' equity
(Dollars in thousands)
Statements of Income
Income - dividends from bank subsidiary
Expenses - operating
Income before income taxes and
undistributed income
Income tax (benefit)
Income after tax (benefit)
Equity in undistributed income of bank subsidiary
Net income
Preferred dividends
Net income Available
Comprehensive invome
December 31
2012
2011
$
158
$
167
71,253
302
71,713
$
$
40
4,124
4,164
51,421
293
51,881
$
$
25
4,124
4,149
$
8,500
$
8,500
2,933
48,750
(1,084)
9,945
(1,495)
67,549
71,713
$
2012
$
531
350
181
(133)
314
3,854
4,168
$
136
4,032
3,415
$
$
2,235
32,603
(1,084)
6,220
(742)
47,732
51,881
$
2011
$
473
296
177
(112)
289
2,413
2,702
$
44
2,658
2,223
$
$
2012 Annual Report n 37
Notes to Consolidated Financial Statements
MVB Financial Corp. & Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MVB FINANCIAL CORP.
DECEMBER 31, 2012
(Dollars in thousands)
Statements of Cash Flows
OPERATING ACTIVITIES
Net income
Equity in undistributed income of bank
subsidiary
Decrease/(increase) in other assets
Increase in other liabilities
Stock option expense
Net cash provided by
operating activities
INVESTING ACTIVITIES
Investment in subsidiary
Net cash (used in)
investing activities
FINANCING ACTIVITIES
Proceeds of stock offering
Proceeds from dividend reinvestment plan
Preferred stock issued
Proceeds from long-term borrowings
Common stock options exercised
Cash dividend
Preferred stock dividend
Purchase of treasury stock
Net cash provided by
financing activities
(Decrease) in cash
Cash at beginning of period
2012
2011
$
4,168
$
2,702
(3,854)
(9)
15
138
(2,413)
92
21
117
458
519
(14,731)
(16,754)
(14,731)
(16,754)
13,734
973
-
-
-
(307)
(136)
-
14,264
(9)
167
6,500
-
8,463
-
-
(218)
(44)
(78)
14,623
(1,612)
1,779
Cash at end of period
$
158
$
167
Non-cash investing activity
Issuance of stock in acquisition
$
2,000
$
-
38 n Setting the Pace
Notes to Consolidated Financial Statements
MVB Financial Corp. & Subsidiaries
MVB Financial Corp. & Subsidiaries
Selected Financial Data
MVB Financial Corp.
Selected Financial Data
Amounts in thousands,
except for share data
Amounts in thousands, except for share data
At or for the Year
Ended December 31
Summary of Operations
Interest Income
Interest Expense
Net Interest Income
Provisions for Loan Losses
Non-Interest Income
Non-Interest Expense
Applicable Income Tax
Expenses (Benefit)
Net Income (Loss) from operations
Per Share Data
Basic Net Income (Loss)/Share
Fully Diluted Net Income/Share
Cash Dividends Declared
Book Value
Basic weighted-average shares outstanding
Diluted weighted-average shares outstanding
Average Balance Sheet
Summary
Loans, Gross
Investment Securities
Total Assets
Deposits
Capital
End of Period Balance Sheet
Summary
Loans, Gross
Investment Securities
Total Assets
Deposits
Capital
Selected Ratios
Average Equity to
Average Assets
Return on Average Assets
Net Income (Loss)
Return on Average Equity
Net Income (Loss)
2012
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
2001
2000
1999
$
$
$
$
22,254
4,930
17,324
2,800
7,749
16,439
1,666
4,168
1.84
1.79
0.14
20.13
2,194
2,255
19,008
4,900
14,108
1,723
3,688
12,359
1,012
2,702
1.24
1.21
0.10
17.88
2,148
2,194
16,287
5,470
10,817
1,100
2,454
9,139
795
2,237
1.40
1.38
0.10
17.07
1,598
1,626
14,337
5,533
8,804
785
2,190
8,349
454
1,406
0.88
0.86
0.10
16.64
1,602
1,628
13,687
5,949
7,738
595
1,788
7,840
263
828
0.52
0.51
0.10
16.11
1,584
1,621
13,274
6,377
6,897
584
1,623
6,240
414
1,282
0.87
0.85
n/a
15.60
1,470
1,509
10,011
4,360
5,651
445
1,240
5,132
341
973
0.68
0.67
n/a
14.82
1,428
1,588
6,651
2,326
4,325
160
876
4,284
195
562
0.57
0.49
n/a
13.52
993
1,153
427,467
114,169
589,724
449,084
50,024
334,747
95,529
473,734
353,698
40,379
261,116
64,104
390,350
293,913
28,037
219,356
30,456
310,187
232,023
26,746
189,070
27,568
238,785
169,946
25,695
158,495
26,658
205,544
147,454
22,259
124,794
27,335
168,950
122,733
20,015
87,145
22,466
123,668
95,349
12,957
446,443
114,872
726,769
486,519
67,549
373,822
112,934
533,481
390,545
47,732
294,044
69,284
414,267
300,434
30,769
232,847
43,886
352,762
264,531
27,138
203,241
26,591
258,706
173,065
25,836
181,537
27,843
230,098
157,448
23,525
142,599
28,739
191,284
134,593
21,655
105,214
28,534
151,334
113,953
18,518
5,536
1,570
3,966
269
677
2,689
627
1,058
1.46
1.41
n/a
11.80
726
752
70,252
23,012
101,887
81,414
8,342
78,844
20,791
106,206
85,486
8,843
4,852
1,702
3,150
223
598
2,348
396
781
1.10
1.07
n/a
11.04
708
730
55,301
25,219
91,981
71,657
7,575
62,615
25,073
94,936
75,338
7,818
4,227
1,852
2,375
225
458
2,033
175
400
0.70
0.68
n/a
10.37
571
586
42,153
18,794
74,597
58,294
5,379
48,032
22,335
80,977
64,904
7,340
3,893
2,195
1,698
166
391
1,712
64
147
0.28
0.27
n/a
8.75
533
541
30,560
14,773
59,425
44,924
4,761
35,075
18,121
65,325
49,710
4,798
2,977
1,820
1,157
138
207
1,397
1,188
643
545
104
127
944
(50)
(121)
(118)
(258)
(0.23)
(0.23)
n/a
8.48
517
517
(0.57)
(0.57)
n/a
9.14
517
517
20,429
8,400
42,764
31,646
4,500
26,117
10,093
50,358
38,110
4,622
5,591
5,553
19,461
12,336
4,058
13,899
8,139
34,087
24,006
4,572
8.48%
8.52%
7.18%
8.62%
10.76%
10.83%
11.85%
10.48%
8.19%
8.24%
7.21%
8.01%
10.52%
20.85%
0.71%
0.57%
0.57%
0.45%
0.35%
0.62%
0.58%
0.45%
1.04%
0.85%
0.54%
0.25%
-0.28%
-6.36%
8.33%
6.69%
7.98%
5.26%
3.22%
5.76%
4.86%
4.34%
12.68%
10.31%
7.44%
3.09%
-2.69%
-1.33%
Leverage Ratio
8.97%
9.60%
8.21%
8.55%
11.49%
11.53%
11.35%
11.82%
8.35%
8.21%
8.95%
7.14%
9.40%
24.20%
Risk-Based Capital Ratios
Tier I Capital
Total Capital
Common Stock Price Per Share
at Year End
* adjusted for 5% stock dividends,
effective June 1, 2001 & August 15, 2004 &
10% stock dividend effective February 15, 2011
12.23%
13.13%
14.95%
15.84%
12.40%
13.31%
12.32%
13.25%
13.38%
14.26%
13.60%
14.52%
14.37%
15.21%
15.66%
16.45%
11.27%
12.40%
11.98%
13.03%
13.98%
14.96%
12.31%
13.25%
16.20%
17.00%
27.00%
27.60%
$
24.00
22.00
19.09
*
18.18
*
18.18
*
18.18
*
14.55 *
14.55
*
12.73 *
11.25 *
10.82 *
9.52 *
9.07
*
9.07
2012 Annual Report n 39
Shareholder & Company Information
SHAREHOLDERS MEETINg
The Annual Meeting of Shareholders of MVB Financial Corp. (“MVB”) will be
held at 4035 Ridge Top Road, Fairfax, Virginia and at 113 Platinum Drive, Suite H,
Bridgeport, West Virginia (MVB’s new Operations Center), at 5:30 p.m. on
May 21, 2013. You may attend at either location. Video communications will link
the two sites. This meeting is for the purposes of considering and voting upon
proposals. Only those shareholders of record at the close of business on
April 1, 2013, shall be entitled to notice of the meeting and to vote at the meeting.
TRANSFER A gENT AND SHAREHOLDER INQ uIRIES
The corporation’s transfer agent is The Registrar & Transfer Company.
Inquiries concerning transfer requirements, lost certificates and change
of address should be directed to:
The Registrar & Transfer Company
10 Commerce Drive
Cranford, NJ 07016
www.rtco.com
ALL OTHER INQ uIRIES
Investor inquiries to the company should be directed to:
Lisa Wanstreet • 304.367.8697 • lwanstreet@mvbbanking.com
All other inquiries about the company should be directed to:
MVB Financial Corp.
301 Virginia Avenue
Fairmont, West Virginia 26554
304.363.4800
mvbbanking.com
Form 10K
A copy of the MVB Financial Corp. Form 10-K for 2012, which has been filed with the
SEC, is available without attachments at no charge upon written request and is also
available at http://ir.mvbbanking.com. Inquiries should be directed to the Investor
Relations contact (above).
Independent registered accounting firm
S.R. Snodgrass, A.C. Certified Public Accountants, Wheeling, WV
Stock market listing
MVB Financial Corp. shares trade over-the-counter at OTCQB: MVBF
MVB BANK LOCATIONS
2012 Current Locations
Bridgeport
1000 Johnson Avenue
Bridgeport, WV 26330
Charles Town
88 Somerset Boulevard
Charles Town, WV 25414
Cheat Lake
2400 Cranberry Square
Morgantown, WV 26508
Clarksburg
406 West Main Street
Clarksburg, WV 26301
Fairmont
301 Virginia Avenue
Fairmont, WV 26554
Martinsburg
651 Foxcroft Avenue
Martinsburg, WV 25401
Sabraton
10 Sterling Drive
Morgantown, WV 26505
White Hall
9789 Mall Loop
White Hall, WV 26555
Planned Locations
Martinsburg/
Edwin Miller Boulevard – 2013
Charleston – 2014
40 n Setting the Pace
Board of Directors
DaviD B . alvarez
Board Member of MVB Central, Inc.; President
of MEC Construction in Bridgeport, WV
Stephen r. BrookS
Vice-Chair of MVB Financial Corp.,
MVB Bank, Inc., MVB East, Inc.
and MVB Central, Inc.; Attorney
with Flaherty, Sensabaugh & Bonasso
in Morgantown, WV
JameS J. Cava, Jr.
Board Member of MVB Central, Inc.;
CPA & Managing Member of Cava
& Banko, PLLC in Bridgeport, WV
Dr. JoSeph p. CinCinnati
Chair of MVB East, Inc. and Board
Member of MVB Financial Corp.,
MVB Bank, Inc. and MVB Central,
Inc.; Orthopedic Surgeon with the
Center of Orthopedic Excellence
in Martinsburg, WV
BernieCe D. ColliS
Vice-Chair of MVB East, Inc., Board
Member of MVB Financial Corp.,
MVB Bank, Inc. and MVB Central, Inc.;
Vice President of Minghini’s General
Contractors, Inc. in Martinsburg, WV
h. eDwarD Dean, iii
Board Member of MVB Financial Corp.
and MVB Bank, Inc.; President & Chief
Executive Officer of Potomac Mortgage
Group (PMG), Inc. in Reston, VA
John w. eBert
Board Member of MVB Central, Inc.;
President of J.W. Ebert Corp. dba
McDonald’s in Bridgeport, WV
Dr. Carl r. FiSCher*
Board Member of MVB Central, Inc.;
General Surgeon in Bridgeport, WV
Dr. Brian D. Gilpin
Board Member of MVB East, Inc.;
Veterinarian with Shenandoah Veterinary
Hospital in Martinsburg, WV
harvey m. havliChek
(retired 02/20/2013)
Board Member of MVB Financial Corp.,
MVB Bank, Inc. and MVB Central, Inc.;
President of Adams Office Supply & Novelty
Company, Inc. in Fairmont, WV
ChriStine B. ielapi*
Board Member of MVB Central, Inc.;
Executive Vice President of Your Chef, Inc.
in Bridgeport, WV
*Retirement Effective May 2013
maria k. lorenSen
Board Member of MVB East, Inc.;
Development Director for the Hospice
of the Panhandle in Martinsburg, WV
kenneth F. lowe, iii
Board Member of MVB East, Inc.;
Director of Hotel and Restaurant
Operations for the Clarion Hotel &
Conference Center & CEO/Vice
President of Ken Lowe Management
Company in Shepherdstown, WV
JameS r. martin
Chair of MVB Financial Corp., MVB
Bank, Inc. and MVB Central, Inc., Board
Member of MVB East, Inc.; Past
President & Chief Executive Officer of MVB
Financial Corp. and MVB Bank, Inc. in
Fairmont, WV
larry F. mazza
Board Member of MVB Financial Corp.,
MVB Bank, Inc., MVB Central, Inc. and MVB
East, Inc.; Chief Executive Officer of MVB
Financial Corp. and President & Chief
Executive Officer of MVB Bank, Inc. and
MVB East, Inc. in Fairmont, WV
BarBara a. mCkinney*
Board Member of MVB Financial Corp.,
MVB Bank, Inc. and MVB Central, Inc.; Owner/
Broker-Howard Hanna/Premier Properties
by Barbara Alexander, LLC
in Morgantown, WV
G. warren miCkey*
Board Member of MVB East, Inc.; Retired
Educator/Farmer in Charles Town, WV
Dr. SaaD moSSallati
Board Member of MVB Financial Corp.,
MVB Bank, Inc. and MVB Central, Inc.;
Vascular Surgeon with Associated
Specialists, Inc. in Bridgeport, WV
Dr. kelly r. nelSon
Board Member of MVB Financial Corp.,
MVB Bank, Inc. and MVB Central, Inc.;
Senior Vice President with MedExpress
Urgent Care in Bridgeport, WV
leonarD w. noSSokoFF*
Board Member of MVB Financial Corp.,
MVB Bank, Inc. and MVB Central, Inc.; Owner,
Shop ‘n Save Supermarkets in Pittsburgh, PA
J. ChriStopher pallotta
Board Member of MVB Financial Corp., MVB
Bank, Inc. and MVB Central, Inc.; President
of Bond Insurance Agency in Fairmont, WV
niteSh S. patel
Board Member of MVB Financial Corp.,
MVB Bank, Inc. and MVB Central, Inc.;
Business Consultant; Previously President
& Chief Executive Officer of D.N.
American, Inc. in Dayton, OH
John t. SChirripa
Board Member of MVB Central, Inc.;
President & Chief Executive Officer
of MVB Central, Inc. and Executive Vice
President, Regional President-Central,
and Commercial Loan Officer of MVB Bank,
Inc. in Bridgeport, WV
ChriStopher B. Shultz
Board Member of MVB East, Inc.;
Owner/Realtor of Shultz Realty and
Commercial Associates and Developer
in Jefferson County, WV
John B. SpaDaFore
Board Member of MVB Central, Inc.;
Retired Physical Therapist in
Bridgeport, WV
louiS SpataFore
Board Member of MVB Financial Corp.,
MVB Bank, Inc. and MVB Central, Inc.;
President & General Manager of Friendly
Furniture Galleries in Fairmont, WV
riCharD l. toothman*
Board Member of MVB Financial Corp.,
MVB Bank, Inc. and MVB Central, Inc.;
Broker & Owner of Toothman Realty
in Fairmont, WV
Dr. miChael F. trent
Board Member of MVB Financial Corp.,
MVB Bank, Inc. and MVB Central, Inc.;
Dentist in the Naval Dental Center
in Camp Lejeune, NC
roGer J. turner
Board Member of MVB Financial Corp.,
MVB Bank, Inc. and MVB Central, Inc.;
President of MVB Financial Corp. and Executive
Vice President and Senior Commercial Loan
Officer of MVB Bank, Inc. in Fairmont, WV
Samuel J. waraSh
Board Member of MVB Financial
Corp., MVB Bank, Inc. and MVB Central, Inc.;
President of S.J. Warash, Inc. in
Fairmont, WV
301 vir Ginia avenue • Fairmont, weSt vir Ginia 26554 • 304.363.4800 • 1.888.689.1877 • mvBBankinG.Com