Item 1. Financial Statements
MVB Financial Corp.
and Subsidiaries
Consolidated Balance
Sheets
(Dollars in thousands,
except Share and Per Share Data)
|
|
March 31
|
|
December 31
|
|
|
2013
|
|
2012
|
|
|
(Unaudited)
|
|
(Note 1)
|
Assets
|
|
|
|
|
|
|
|
|
Cash and due from banks
|
|
$
|
14,436
|
|
|
$
|
21,637
|
|
Interest bearing balances
|
|
|
37,175
|
|
|
|
3,703
|
|
Certificates of deposits in other banks
|
|
|
9,427
|
|
|
|
9,427
|
|
Investment securities:
|
|
|
|
|
|
|
|
|
Securities held-to-maturity, at cost
|
|
|
35,314
|
|
|
|
35,370
|
|
Securities available-for-sale, at fair value
|
|
|
77,492
|
|
|
|
79,502
|
|
|
|
|
|
|
|
|
|
|
Loans:
|
|
|
456,582
|
|
|
|
446,443
|
|
Less: Allowance for loan losses
|
|
|
(4,639
|
)
|
|
|
(4,076
|
)
|
Net loans
|
|
|
451,943
|
|
|
|
442,367
|
|
Loans held for sale
|
|
|
73,395
|
|
|
|
85,529
|
|
Bank premises, furniture and equipment, net
|
|
|
12,825
|
|
|
|
11,354
|
|
Bank owned life insurance
|
|
|
10,615
|
|
|
|
10,524
|
|
Accrued interest receivable and other assets
|
|
|
16,355
|
|
|
|
9,734
|
|
Goodwill
|
|
|
17,622
|
|
|
|
17,622
|
|
Total assets
|
|
$
|
756,599
|
|
|
$
|
726,769
|
|
Liabilities
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
|
|
|
|
|
|
Non-interest bearing
|
|
$
|
61,994
|
|
|
$
|
54,620
|
|
Interest bearing
|
|
|
458,269
|
|
|
|
431,899
|
|
Total deposits
|
|
|
520,263
|
|
|
|
486,519
|
|
|
|
|
|
|
|
|
|
|
Accrued interest, taxes and other liabilities
|
|
|
8,036
|
|
|
|
6,726
|
|
Repurchase agreements
|
|
|
69,761
|
|
|
|
70,234
|
|
Federal Home Loan Bank and other borrowings
|
|
|
72,422
|
|
|
|
91,617
|
|
Subordinated debt
|
|
|
4,124
|
|
|
|
4,124
|
|
Total liabilities
|
|
|
674,606
|
|
|
|
659,220
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity
|
|
|
|
|
|
|
|
|
Preferred stock, $1,000 par value, 8,500 shares authorized and issued
|
|
|
8,500
|
|
|
|
8,500
|
|
Common stock, $1 par value, 4,000,000 authorized,
3,492,165 and 2,932,901 issued
|
|
|
3,492
|
|
|
|
2,933
|
|
Additional paid-in capital
|
|
|
61,646
|
|
|
|
48,750
|
|
Treasury stock, 51,077 and 51,077 shares, respectively
|
|
|
(1,084
|
)
|
|
|
(1,084
|
)
|
Retained earnings
|
|
|
10,955
|
|
|
|
9,945
|
|
Accumulated other comprehensive (loss)
|
|
|
(1,516
|
)
|
|
|
(1,495
|
)
|
Total stockholders’ equity
|
|
|
81,993
|
|
|
|
67,549
|
|
Total liabilities and stockholders’ equity
|
|
$
|
756,599
|
|
|
$
|
726,769
|
|
See accompanying notes to unaudited financial statements.
2
|
MVB Financial Corp. and
Subsidiaries
Consolidated
Statements of Income
(Unaudited)
(Dollars in Thousands except Share and Per Share Data)
|
|
Three Months Ended
|
|
|
March 31
|
|
|
2013
|
|
2012
|
Interest income
|
|
|
|
|
|
|
|
|
Interest and fees on loans
|
|
$
|
4,908
|
|
|
$
|
4,588
|
|
Interest on deposits with other banks
|
|
|
45
|
|
|
|
58
|
|
Interest on investment securities – taxable
|
|
|
279
|
|
|
|
426
|
|
Interest on tax exempt loans and securities
|
|
|
482
|
|
|
|
307
|
|
Total interest income
|
|
|
5,714
|
|
|
|
5,379
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
907
|
|
|
|
965
|
|
Repurchase agreements
|
|
|
123
|
|
|
|
114
|
|
FHLB and other borrowings
|
|
|
127
|
|
|
|
116
|
|
Long-term debt
|
|
|
20
|
|
|
|
22
|
|
Total interest expense
|
|
|
1,177
|
|
|
|
1,217
|
|
Net interest income
|
|
|
4,537
|
|
|
|
4,162
|
|
Provision for loan losses
|
|
|
1,000
|
|
|
|
675
|
|
Net interest income after
provision for loan losses
|
|
|
3,537
|
|
|
|
3,487
|
|
|
|
|
|
|
|
|
|
|
Other income
|
|
|
|
|
|
|
|
|
Service charges on deposit accounts
|
|
|
137
|
|
|
|
161
|
|
Income on bank owned life insurance
|
|
|
92
|
|
|
|
78
|
|
Visa debit card income
|
|
|
123
|
|
|
|
111
|
|
Income on loans held for sale
|
|
|
5,097
|
|
|
|
430
|
|
Capitalized servicing retained income
|
|
|
338
|
|
|
|
—
|
|
Other operating income
|
|
|
646
|
|
|
|
188
|
|
Gain on sale of securities
|
|
|
1
|
|
|
|
66
|
|
Gain on derivative
|
|
|
877
|
|
|
|
—
|
|
Total other income
|
|
|
7,311
|
|
|
|
1,034
|
|
|
|
|
|
|
|
|
|
|
Other expense
|
|
|
|
|
|
|
|
|
Salary and employee benefits
|
|
|
6,220
|
|
|
|
1,956
|
|
Occupancy expense
|
|
|
430
|
|
|
|
204
|
|
Equipment expense
|
|
|
328
|
|
|
|
156
|
|
Data processing
|
|
|
712
|
|
|
|
88
|
|
Visa debit card expense
|
|
|
102
|
|
|
|
91
|
|
Advertising
|
|
|
236
|
|
|
|
167
|
|
Legal and accounting fees
|
|
|
202
|
|
|
|
116
|
|
Printing, stationery and supplies
|
|
|
88
|
|
|
|
34
|
|
Consulting fees
|
|
|
120
|
|
|
|
113
|
|
FDIC insurance
|
|
|
139
|
|
|
|
27
|
|
Other taxes
|
|
|
63
|
|
|
|
44
|
|
Other operating expenses
|
|
|
765
|
|
|
|
342
|
|
Total other expense
|
|
|
9,405
|
|
|
|
3,338
|
|
Income before income taxes
|
|
|
1,443
|
|
|
|
1,183
|
|
Income tax expense
|
|
|
255
|
|
|
|
322
|
|
Net income
|
|
$
|
1,188
|
|
|
$
|
861
|
|
Preferred dividends
|
|
|
21
|
|
|
|
21
|
|
Net income available to common shareholders
|
|
$
|
1,167
|
|
|
$
|
840
|
|
Basic net income per share after preferred dividends
|
|
$
|
0.40
|
|
|
$
|
0.38
|
|
Diluted net income per share after preferred dividends
|
|
$
|
0.39
|
|
|
$
|
0.38
|
|
Basic weighted average shares outstanding
|
|
|
2,925,547
|
|
|
|
2,183,690
|
|
Diluted weighted average shares outstanding
|
|
|
2,993,342
|
|
|
|
2,233,747
|
|
See accompanying notes to unaudited financial statements.
3
|
MVB Financial Corp. and Subsidiaries
Consolidated Statements of Comprehensive
Income
(Unaudited)(Dollars in thousands)
|
|
March 31, 2013
|
|
|
March 31, 2012
|
|
|
|
|
|
|
|
|
Net Income
|
|
|
1,188
|
|
|
|
861
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income/(loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities available for sale not other than temporarily impaired:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains/(losses) during the year
|
|
|
(36
|
)
|
|
|
(89
|
)
|
|
|
|
|
|
|
|
|
|
Income tax effect (benefit)
|
|
|
14
|
|
|
|
75
|
|
|
|
|
|
|
|
|
|
|
Reclassification adjustment for gain recognized in income
|
|
|
1
|
|
|
|
66
|
|
|
|
|
|
|
|
|
|
|
Income tax effect (benefit)
|
|
|
—
|
|
|
|
(26
|
)
|
|
|
|
|
|
|
|
|
|
Other comprehensive (loss)
|
|
|
(21
|
)
|
|
|
(74
|
)
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
1,167
|
|
|
|
787
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited financial statements.
4
|
MVB Financial Corp. and Subsidiaries
Consolidated Statements of Cash Flows
|
|
Three Months Ended
|
(Unaudited) (Dollars in thousands)
|
|
March 31
|
|
March 31
|
|
|
2013
|
|
2012
|
Operating activities
|
|
|
|
|
Net income
|
|
$
|
1,188
|
|
|
$
|
861
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
Provision for loan losses
|
|
|
1,000
|
|
|
|
675
|
|
Deferred income tax (benefit)/expense
|
|
|
(188
|
)
|
|
|
201
|
|
Depreciation
|
|
|
194
|
|
|
|
128
|
|
Stock based compensation
|
|
|
36
|
|
|
|
40
|
|
Loans originated for sale
|
|
|
(239,958
|
)
|
|
|
(23,232
|
)
|
Proceeds of loans sold
|
|
|
257,743
|
|
|
|
26,463
|
|
(Gain) on sale of loans held for resale
|
|
|
(4,774
|
)
|
|
|
(460
|
)
|
Loss on sale of other real estate owned
|
|
|
—
|
|
|
|
2
|
|
(Gain) on sale of investment securities
|
|
|
(1
|
)
|
|
|
(66
|
)
|
(Gain) on derivatives
|
|
|
(877
|
)
|
|
|
—
|
|
Amortization, net of accretion
|
|
|
270
|
|
|
|
265
|
|
(Increase) in interest receivable and other assets
|
|
|
(6,419
|
)
|
|
|
(483
|
)
|
Increase (decrease) in accrued interest, taxes, and other liabilities
|
|
|
1,310
|
|
|
|
(640
|
)
|
Net cash provided by operating activities
|
|
|
9,524
|
|
|
|
3,754
|
|
Investing activities
|
|
|
|
|
|
|
|
|
(Increase) in loans made to customers
|
|
|
(10,576
|
)
|
|
|
(27,078
|
)
|
Purchases of premises and equipment
|
|
|
(1,665
|
)
|
|
|
(90
|
)
|
(Increase) in deposits with FHLB and Fed, net
|
|
|
(33,472
|
)
|
|
|
(11,046
|
)
|
Purchases of certificates of deposit in other banks
|
|
|
—
|
|
|
|
—
|
|
Maturities of certificates of deposit in other banks
|
|
|
—
|
|
|
|
246
|
|
Purchases of investment securities available-for-sale
|
|
|
(3,226
|
)
|
|
|
(13,281
|
)
|
Proceeds from sales, maturities and calls of securities
|
|
|
|
|
|
|
|
|
Available-for-sale
|
|
|
4,988
|
|
|
|
11,323
|
|
Proceeds from sales, maturities and calls of securities
|
|
|
|
|
|
|
|
|
held to maturity
|
|
|
—
|
|
|
|
—
|
|
Proceeds from sale of other real estate owned
|
|
|
—
|
|
|
|
30
|
|
Purchases of investment securities held-to-maturity
|
|
|
—
|
|
|
|
(535
|
)
|
Adjustment of branch acquisition
|
|
|
(157
|
)
|
|
|
—
|
|
Purchase of bank owned life insurance
|
|
|
(91
|
)
|
|
|
—
|
|
Net cash (used in) investing activities
|
|
|
(44,199
|
)
|
|
|
(40,431
|
)
|
Financing activities
|
|
|
|
|
|
|
|
|
Net increase in deposits
|
|
|
33,744
|
|
|
|
49,709
|
|
Net (decrease) in repurchase agreements
|
|
|
(473
|
)
|
|
|
(10,930
|
)
|
Proceeds from Federal Home Loan Bank borrowings
|
|
|
142,680
|
|
|
|
28,590
|
|
Principal payments on Federal Home Loan Bank borrowings
|
|
|
(161,875
|
)
|
|
|
(28,647
|
)
|
Net proceeds of stock offering
|
|
|
13,419
|
|
|
|
—
|
|
Dividends on preferred stock
|
|
|
(21
|
)
|
|
|
(21
|
)
|
Net cash provided by financing activities
|
|
|
27,474
|
|
|
|
38,701
|
|
Increase/(decrease) in cash and cash equivalents
|
|
|
(7,201
|
)
|
|
|
2,024
|
|
Cash and cash equivalents - beginning of period
|
|
|
21,637
|
|
|
|
9,763
|
|
Cash and cash equivalents - end of period
|
|
$
|
14,436
|
|
|
$
|
11,787
|
|
Cash payments for:
|
|
|
|
|
|
|
|
|
Interest on deposits, repurchase agreements and borrowings
|
|
$
|
1,222
|
|
|
$
|
1,218
|
|
Income taxes
|
|
$
|
—
|
|
|
$
|
—
|
|
See accompanying notes to unaudited financial statements.
5
|
MVB Financial Corp. and Subsidiaries
Notes
to Consolidated Financial Statements
Note 1 – Basis of Presentation
These consolidated financial
statements have been prepared in accordance with generally accepted accounting principles for interim financial information and
with instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by generally accepted
accounting principles for annual year-end financial statements. In the opinion of management, all adjustments considered necessary
for a fair presentation, have been included and are of a normal, recurring nature. The balance sheet as of December 31, 2012 has
been derived from the audited financial statements at that date, but does not include all of the information and footnotes required
by generally accepted accounting principles. Operating results for the three months ended March 31, 2013 are not necessarily indicative
of the results that may be expected for the year ending December 31, 2013.
The accounting and reporting
policies of MVB Financial Corp. (“MVB”) and its subsidiaries (“Subsidiaries”), including MVB Bank, Inc.
(the “Bank”) and the Bank’s subsidiary Potomac Mortgage Group, Inc. (“PMG”), conform to accounting
principles generally accepted in the United States and practices in the banking industry. The preparation of the financial statements
in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying notes. Estimates, such as the allowance for loan
losses, are based upon known facts and circumstances. Estimates are revised by management in the period such facts and circumstances
change. Actual results could differ from those estimates. All significant inter-company accounts and transactions have been eliminated
in consolidation.
The consolidated balance sheet
as of December 31, 2012 has been extracted from audited financial statements included in the Company’s 2012 filing on Form
10-K and the amended filing on Form 10-K/A. Certain information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the United States have been omitted. These financial statements
should be read in conjunction with the financial statements and notes thereto included in MVB’s December 31, 2012, Form 10-K
and subsequent amended Form 10-K/A filed with the Securities and Exchange Commission.
Information is presented in
these notes with dollars expressed in thousands, unless otherwise noted or specified.
Note 2. - Loans
The following table summarizes the primary segments of the allowance for loan losses (“ALL”),
segregated into the amount required for loans individually evaluated for impairment and the amount required for loans collectively
evaluated for impairment as of March 31, 2013. Activity in the allowance is presented for the period ended March 31, 2013 (in
thousands):
|
|
|
|
|
|
|
|
Home
|
|
|
|
|
|
Credit
|
|
|
|
|
|
|
Commercial
|
|
|
Residential
|
|
|
Equity
|
|
|
Installment
|
|
|
Card
|
|
|
Total
|
|
ALL balance 12/31/11
|
|
$
|
2,164
|
|
|
$
|
366
|
|
|
$
|
249
|
|
|
$
|
255
|
|
|
$
|
11
|
|
|
$
|
3,045
|
|
Charge-offs
|
|
|
(544
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(5
|
)
|
|
|
—
|
|
|
|
(549
|
)
|
Recoveries
|
|
|
—
|
|
|
|
—
|
|
|
|
1
|
|
|
|
1
|
|
|
|
—
|
|
|
|
2
|
|
Provision
|
|
|
626
|
|
|
|
30
|
|
|
|
(4
|
)
|
|
|
22
|
|
|
|
1
|
|
|
|
675
|
|
ALL balance 3/31/12
|
|
$
|
2,246
|
|
|
$
|
396
|
|
|
$
|
246
|
|
|
$
|
273
|
|
|
$
|
12
|
|
|
$
|
3,173
|
|
Individually evaluated for impairment
|
|
$
|
803
|
|
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
100
|
|
|
$
|
—
|
|
|
$
|
919
|
|
Collectively evaluated for impairment
|
|
$
|
1,443
|
|
|
$
|
380
|
|
|
$
|
246
|
|
|
$
|
173
|
|
|
$
|
12
|
|
|
$
|
2,254
|
|
|
|
|
|
|
|
|
|
Home
|
|
|
|
|
|
Credit
|
|
|
|
|
|
|
Commercial
|
|
|
Residential
|
|
|
Equity
|
|
|
Installment
|
|
|
Card
|
|
|
Total
|
|
ALL balance 12/31/12
|
|
$
|
3,107
|
|
|
$
|
514
|
|
|
$
|
242
|
|
|
$
|
200
|
|
|
$
|
13
|
|
|
$
|
4,076
|
|
Charge-offs
|
|
|
(500
|
)
|
|
|
(2
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(502
|
)
|
Recoveries
|
|
|
22
|
|
|
|
36
|
|
|
|
7
|
|
|
|
—
|
|
|
|
—
|
|
|
|
65
|
|
Provision
|
|
|
1,016
|
|
|
|
(58
|
)
|
|
|
22
|
|
|
|
16
|
|
|
|
4
|
|
|
|
1,000
|
|
ALL balance 3/31/13
|
|
$
|
3,645
|
|
|
$
|
490
|
|
|
$
|
271
|
|
|
$
|
216
|
|
|
$
|
17
|
|
|
$
|
4,639
|
|
Individually evaluated for impairment
|
|
$
|
668
|
|
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
704
|
|
Collectively evaluated for impairment
|
|
$
|
2,977
|
|
|
$
|
444
|
|
|
$
|
271
|
|
|
$
|
215
|
|
|
$
|
17
|
|
|
$
|
3,935
|
|
The ALL is based on estimates,
and actual losses will vary from current estimates. Company and Bank management believe that the granularity of the homogeneous
pools and the related historical loss ratios and other qualitative factors, as well as the consistency in the application of assumptions,
result in an ALL that is representative of the risk found in the components of the portfolio at any given date.
The following table summarizes the
primary segments of the Company loan portfolio as of December 31, 2012 (in thousands):
|
|
Commercial
|
|
|
Residential
|
|
|
Home
Equity
|
|
|
Installment
|
|
|
Credit
Cards
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Loans
|
|
$
|
299,639
|
|
|
$
|
113,212
|
|
|
$
|
16,800
|
|
|
$
|
16,174
|
|
|
$
|
618
|
|
|
$
|
446,443
|
|
Individually evaluated for impairment
|
|
$
|
203,060
|
|
|
$
|
16,407
|
|
|
$
|
1,824
|
|
|
$
|
101
|
|
|
$
|
0
|
|
|
$
|
221,392
|
|
Collectively evaluated for impairment
|
|
$
|
96,579
|
|
|
$
|
96,805
|
|
|
$
|
14,976
|
|
|
$
|
16,073
|
|
|
$
|
618
|
|
|
$
|
225,051
|
|
The following table summarizes
the primary segments of the Company loan portfolio as of March 31, 2013 (in thousands):
|
|
Commercial
|
|
|
Residential
|
|
|
Home
Equity
|
|
|
Installment
|
|
|
Credit
Cards
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mar. 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Loans
|
|
$
|
314,933
|
|
|
$
|
104,908
|
|
|
$
|
18,926
|
|
|
$
|
17,234
|
|
|
$
|
581
|
|
|
$
|
456,582
|
|
Individually evaluated for impairment
|
|
$
|
52,206
|
|
|
$
|
1,875
|
|
|
$
|
—
|
|
|
$
|
34
|
|
|
$
|
—
|
|
|
$
|
54,115
|
|
Collectively evaluated for impairment
|
|
$
|
262,727
|
|
|
$
|
103,033
|
|
|
$
|
18,926
|
|
|
$
|
17,200
|
|
|
$
|
581
|
|
|
$
|
402,467
|
|
Bank 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 Bank 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 Bank management in evaluating impairment include payment
status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Bank 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 Bank also separately
evaluates individual consumer and residential mortgage loans for impairment.
Once the determination has been
made that a loan is impaired, the determination of whether a specific allocation of the allowance is necessary is measured by comparing
the recorded investment in the loan to the fair value of the loan using one of three methods: (a) the present value of expected
future cash flows discounted at the loan's effective interest rate; (b) the loan's observable market price; or (c) the fair value
of the collateral less selling costs. The method is selected on a loan-by-loan basis, with management primarily utilizing the fair
value of collateral method. The evaluation of the need and amount of a specific allocation of the allowance and whether a loan
can be removed from impairment status is made on a quarterly basis.
The following table presents
impaired loans by class, segregated by those for which a specific allowance was required and those for which a specific allowance
was not necessary as of December 31, 2012 (in thousands):
|
|
|
|
|
|
|
|
Impaired
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans with
|
|
|
|
|
|
|
|
|
|
Impaired Loans with
|
|
|
No Specific
|
|
|
|
|
|
|
|
|
|
Specific Allowance
|
|
|
Allowance
|
|
|
Total Impaired Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unpaid
|
|
|
|
Recorded
|
|
|
Related
|
|
|
Recorded
|
|
|
Recorded
|
|
|
Principal
|
|
Dec 31, 2012
|
|
Investment
|
|
|
Allowance
|
|
|
Investment
|
|
|
Investment
|
|
|
Balance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
$
|
3,074
|
|
|
$
|
684
|
|
|
$
|
—
|
|
|
$
|
3,074
|
|
|
$
|
3,074
|
|
Residential
|
|
|
43
|
|
|
|
35
|
|
|
|
—
|
|
|
|
43
|
|
|
|
43
|
|
Home Equity
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Installment
|
|
|
1
|
|
|
|
1
|
|
|
|
—
|
|
|
|
1
|
|
|
|
1
|
|
Credit Card
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Total impaired loans
|
|
$
|
3,118
|
|
|
$
|
720
|
|
|
$
|
—
|
|
|
$
|
3,118
|
|
|
$
|
3,118
|
|
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 March 31, 2013 (in thousands):
|
|
|
|
|
Impaired
|
|
|
|
|
|
|
|
|
|
Loans with
|
|
|
|
|
|
|
Impaired Loans with
|
|
|
No Specific
|
|
|
|
|
|
|
Specific Allowance
|
|
|
Allowance
|
|
|
Total Impaired Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unpaid
|
|
|
|
Recorded
|
|
|
Related
|
|
|
Recorded
|
|
|
Recorded
|
|
|
Principal
|
|
Mar. 31, 2013
|
|
Investment
|
|
|
Allowance
|
|
|
Investment
|
|
|
Investment
|
|
|
Balance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
$
|
1,441
|
|
|
$
|
668
|
|
|
$
|
—
|
|
|
$
|
1,441
|
|
|
$
|
1,441
|
|
Residential
|
|
|
43
|
|
|
|
35
|
|
|
|
190
|
|
|
|
233
|
|
|
|
233
|
|
Home Equity
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Installment
|
|
|
1
|
|
|
|
1
|
|
|
|
—
|
|
|
|
1
|
|
|
|
1
|
|
Credit Card
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Total impaired loans
|
|
$
|
1,485
|
|
|
$
|
704
|
|
|
$
|
190
|
|
|
$
|
1,675
|
|
|
$
|
1,675
|
|
The following table presents
the average recorded investment in impaired loans and related interest income recognized for the periods indicated (in thousands):
|
|
March 31
|
|
|
|
2013
|
|
|
2012
|
|
Average investment in impaired loans
|
|
$
|
2,302
|
|
|
$
|
4,025
|
|
Interest income recognized on an accrual basis on impaired loans
|
|
$
|
21
|
|
|
$
|
40
|
|
Bank 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 Bank 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 Bank’s 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 portfolio. The Bank engages an external consultant
to conduct loan reviews on at least an annual basis. Generally, the external consultant reviews larger commercial relationships
or criticized relationships. The Bank’s 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 Company 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, 2012 and March 31, 2013 (in thousands):
|
|
|
|
|
Special
|
|
|
|
|
|
|
|
|
|
|
Dec. 31, 2012
|
|
Pass
|
|
|
Mention
|
|
|
Substandard
|
|
|
Doubtful
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
$
|
286,472
|
|
|
$
|
8,646
|
|
|
$
|
1,770
|
|
|
$
|
2,751
|
|
|
$
|
299,639
|
|
Residential
|
|
|
110,663
|
|
|
|
2,260
|
|
|
|
289
|
|
|
|
—
|
|
|
|
113,212
|
|
Home Equity
|
|
|
16,540
|
|
|
|
260
|
|
|
|
—
|
|
|
|
—
|
|
|
|
16,800
|
|
Installment
|
|
|
15,806
|
|
|
|
354
|
|
|
|
13
|
|
|
|
1
|
|
|
|
16,174
|
|
Credit Card
|
|
|
589
|
|
|
|
29
|
|
|
|
—
|
|
|
|
—
|
|
|
|
618
|
|
Total
|
|
$
|
430,070
|
|
|
$
|
11,549
|
|
|
$
|
2,072
|
|
|
$
|
2,752
|
|
|
$
|
446,443
|
|
|
|
|
|
|
Special
|
|
|
|
|
|
|
|
|
|
|
Mar. 31, 2013
|
|
Pass
|
|
|
Mention
|
|
|
Substandard
|
|
|
Doubtful
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
$
|
299,838
|
|
|
$
|
8,925
|
|
|
$
|
5,053
|
|
|
$
|
1,118
|
|
|
$
|
314,934
|
|
Residential
|
|
|
102,187
|
|
|
|
2,245
|
|
|
|
432
|
|
|
|
43
|
|
|
|
104,907
|
|
Home Equity
|
|
|
18,617
|
|
|
|
309
|
|
|
|
—
|
|
|
|
—
|
|
|
|
18,926
|
|
Installment
|
|
|
16,922
|
|
|
|
291
|
|
|
|
20
|
|
|
|
1
|
|
|
|
17,234
|
|
Credit Card
|
|
|
560
|
|
|
|
21
|
|
|
|
—
|
|
|
|
—
|
|
|
|
581
|
|
Total
|
|
$
|
438,124
|
|
|
$
|
11,791
|
|
|
$
|
5,505
|
|
|
$
|
1,162
|
|
|
$
|
456,582
|
|
Bank 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, 2012 and March 31, 2013 (in thousands):
|
|
Current
|
|
|
30-59
Days
Past Due
|
|
|
60-89
Days
Past Due
|
|
|
90
Days
Past Due
|
|
|
Total
Past Due
|
|
|
Non-
Accrual
|
|
|
Total
Loans
|
|
Dec. 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
$
|
295,295
|
|
|
$
|
767
|
|
|
$
|
221
|
|
|
$
|
275
|
|
|
$
|
1,263
|
|
|
$
|
3,081
|
|
|
$
|
299,639
|
|
Residential
|
|
|
111,053
|
|
|
|
1,772
|
|
|
|
293
|
|
|
|
51
|
|
|
|
2,116
|
|
|
|
43
|
|
|
|
113,212
|
|
Home Equity
|
|
|
16,772
|
|
|
|
28
|
|
|
|
—
|
|
|
|
—
|
|
|
|
28
|
|
|
|
—
|
|
|
|
16,800
|
|
Installment
|
|
|
15,991
|
|
|
|
179
|
|
|
|
—
|
|
|
|
3
|
|
|
|
182
|
|
|
|
1
|
|
|
|
16,174
|
|
Credit Card
|
|
|
589
|
|
|
|
24
|
|
|
|
5
|
|
|
|
—
|
|
|
|
29
|
|
|
|
—
|
|
|
|
618
|
|
Total
|
|
$
|
439,700
|
|
|
$
|
2,770
|
|
|
$
|
519
|
|
|
$
|
329
|
|
|
$
|
3,618
|
|
|
$
|
3,125
|
|
|
$
|
446,443
|
|
|
|
Current
|
|
|
30-59
Days
Past Due
|
|
|
60-89
Days
Past Due
|
|
|
90
Days
Past Due
|
|
|
Total
Past Due
|
|
|
Non-
Accrual
|
|
|
Total
Loans
|
|
Mar. 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
$
|
311,803
|
|
|
$
|
397
|
|
|
$
|
34
|
|
|
$
|
300
|
|
|
$
|
731
|
|
|
$
|
2,400
|
|
|
$
|
314,934
|
|
Residential
|
|
|
102,949
|
|
|
|
1,488
|
|
|
|
238
|
|
|
|
—
|
|
|
|
1,726
|
|
|
|
232
|
|
|
|
104,907
|
|
Home Equity
|
|
|
18,891
|
|
|
|
35
|
|
|
|
—
|
|
|
|
—
|
|
|
|
35
|
|
|
|
—
|
|
|
|
18,926
|
|
Installment
|
|
|
17,097
|
|
|
|
66
|
|
|
|
1
|
|
|
|
69
|
|
|
|
136
|
|
|
|
1
|
|
|
|
17,234
|
|
Credit Card
|
|
|
560
|
|
|
|
—
|
|
|
|
10
|
|
|
|
11
|
|
|
|
21
|
|
|
|
—
|
|
|
|
581
|
|
Total
|
|
$
|
451,300
|
|
|
$
|
1,986
|
|
|
$
|
283
|
|
|
$
|
380
|
|
|
$
|
2,649
|
|
|
$
|
2,633
|
|
|
$
|
456,582
|
|
The ALL is maintained to absorb
losses from the loan portfolio. The ALL is based on the Bank 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. Company and Bank
management track the historical net charge-off activity at the call code level. A historical charge-off factor is calculated utilizing
a defined number of consecutive historical quarters. Commercial, Mortgage and Consumer pools currently utilize a rolling 12 quarters.
"Pass" rated credits
are segregated from "Criticized" credits for the application of qualitative factors. Loans in the criticized pools, which
possess certain qualities or characteristics that may lead to collection and loss issues, are closely monitored by management and
subject to additional qualitative factors.
Company and Bank management have
identified a number of additional qualitative factors which it uses to supplement the historical charge-off factor because these
factors are likely to cause estimated credit losses associated with the existing loan pools to differ from historical loss experience.
The additional factors that are evaluated quarterly and updated using information obtained from internal, regulatory, and governmental
sources are: national and local economic trends and conditions; levels of and trends in delinquency rates and non-accrual loans;
trends in volume and terms of loans; effects of changes in lending policies; experience, ability, and depth of lending staff; value
of underlying collateral; and concentrations of credit from a loan type, industry and/or geographic standpoint.
Bank 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 presents
details related to loans identified as Troubled Debt Restructurings (“TDRs”) during the three months ended March 31,
2013:
|
|
New TDRs (1)
|
|
|
For the Three Months Ended
|
|
For the Three Months Ended
|
|
|
31-Mar-13
|
|
31-Mar-12
|
(Unaudited, dollars in thousands)
|
|
Number of
Contracts
|
|
Pre-
Modification
Outstanding
Recorded
Investment
|
|
Post-
Modification
Outstanding
Recorded
Investment
|
|
Number
of
Contracts
|
|
Pre-
Modification
Outstanding
Recorded
Investment
|
|
Post-
Modification
Outstanding
Recorded
Investment
|
Commercial real estate:
|
|
|
1
|
|
|
$
|
352
|
|
|
$
|
352
|
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Land and construction
|
|
|
1
|
|
|
|
1,343
|
|
|
|
1,343
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Other
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Total commercial real estate
|
|
|
2
|
|
|
|
1,695
|
|
|
|
1,695
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Commercial and industrial
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Residential real estate
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Home equity
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Consumer
|
|
|
3
|
|
|
|
8
|
|
|
|
8
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Total
|
|
|
5
|
|
|
$
|
1,703
|
|
|
$
|
1,703
|
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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.
|
Note 3.
Borrowed Funds
The Bank is a party to repurchase
agreements with certain customers. As of March 31, 2013 and December 31, 2012, the Bank had repurchase agreements of $69.8 million
and $70.2 million.
The Bank is a member of the
Federal Home Loan Bank (“FHLB”) of Pittsburgh, Pennsylvania. Borrowings from the FHLB are secured by stock in the
FHLB of Pittsburgh, qualifying first mortgage loans, mortgage-backed securities and certain investment securities. The remaining
maximum borrowing capacity with the FHLB at March 31, 2013 was approximately $100.6 million.
Borrowings from the FHLB were as follows:
|
|
Mar 31
2013
|
|
|
Dec 31
2012
|
|
(dollars in thousands)
|
|
|
|
|
|
|
Fixed interest rate note, originating April 1999, due April 2014, interest of 5.41% is payable monthly.
|
|
$
|
1,000
|
|
|
$
|
1,000
|
|
|
|
|
|
|
|
|
|
|
Fixed interest rate note, originating January 2005, due January 2020, interest of 5.14% is payable in monthly installments of $11.
|
|
|
—
|
|
|
|
763
|
|
|
|
|
|
|
|
|
|
|
Fixed interest rate note, originating April 2002, due May 2017, interest of 5.90% is payable monthly.
|
|
|
611
|
|
|
|
615
|
|
|
|
|
|
|
|
|
|
|
Fixed interest rate note, originating July 2006, due July 2016, interest of 4.50% is payable in monthly installments of $8.
|
|
|
1,247
|
|
|
|
1,258
|
|
|
|
|
|
|
|
|
|
|
Fixed interest rate note, originating October 2006, due October 2021, interest of 5.20% is payable in monthly installments of $6.
|
|
|
1,041
|
|
|
|
1,047
|
|
|
|
|
|
|
|
|
|
|
Fixed interest rate note, originating February 2007, due February 2022, interest of 5.22% is payable in monthly installments of $5.
|
|
|
874
|
|
|
|
879
|
|
|
|
|
|
|
|
|
|
|
Fixed interest rate note, originating April 2007, due April 2022, interest of 5.18% is payable in monthly installments of $6.
|
|
|
990
|
|
|
|
995
|
|
|
|
|
|
|
|
|
|
|
Floating interest rate note, originating March 2003, due December 2011, interest of 0.25% payable monthly.
|
|
|
65,688
|
|
|
|
23,065
|
|
|
|
|
|
|
|
|
|
|
Fixed interest rate note, originating December 2007, due December 2017, interest of 5.25% is payable in monthly installments of $7.
|
|
|
971
|
|
|
|
978
|
|
|
|
|
|
|
|
|
|
|
Fixed interest rate note originating March 2008, due March 2013, interest of 2.37% payable quarterly.
|
|
|
—
|
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
72,422
|
|
|
$
|
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 were loaned to the
Company under subordinated Debentures (the “Debentures”) issued to the Trust pursuant to an Indenture. The Debentures
are the only asset of the Trust. The Trust Preferred Securities have been issued to a pooling vehicle that will use the distributions
on the Trust Preferred Securities to securitize note obligations. The securities issued by the Trust are includable for regulatory
purposes as a component of the Company’s Tier I capital.
The Trust Preferred Securities
and the Debentures mature in 30 years and are redeemable by the Company after five years. Interest payments are due in March, June,
September and December and are adjusted at the interest due dates at a rate of 1.62% over the three month LIBOR Rate. The Company
reflects borrowed funds in the amount of $4.1 million as of March 31, 2013 and 2012 and interest expense of $20 and $22 for the
periods ended March 31, 2013 and 2012.
Bank subsidiary PMG had borrowings
of $59.0 million at December 31, 2012, which were comprised of three floating rate lines of credit with other banks. The three
floating rate lines have since been paid off and PMG now utilizes FHLB borrowings.
A summary of maturities of these
borrowings over the next five years is as follows:
(dollars in thousands)
|
|
|
|
Year
|
|
Amount
|
|
2013
|
|
$
|
115
|
|
2014
|
|
|
1,161
|
|
2015
|
|
|
169
|
|
2016
|
|
|
1,246
|
|
2017
|
|
|
1,470
|
|
Thereafter
|
|
|
72,385
|
|
|
|
$
|
76,546
|
|
Note 4 – Net Income
Per Common Share
The Company determines basic
earnings per share by dividing net income by the weighted average number of common shares outstanding during the period. Diluted
earnings per share is determined by dividing net income by the weighted average number of shares outstanding increased by the number
of shares that would be issued assuming the exercise of stock options. At March 31, 2013 and 2012, stock options to purchase 195,640
and 172,880
shares at an
average price of $16.01 and $15.63, respectively,
were outstanding. For the three months ended March 31, 2013 and 2012, the dilutive effect of stock options was 67,795
and 50,057 shares, respectively.
Note 5 – Recent Accounting
Pronouncements
In
December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)
2011-10,
Property, Plant, and Equipment (Topic 360): Derecognition of in Substance Real Estate-a Scope Clarification.
The
amendments in this Update affect entities that cease to have a controlling financial interest in a subsidiary that is in substance
real estate as a result of default on the subsidiary's nonrecourse debt. Under the amendments in this Update, when a parent (reporting
entity) ceases to have a controlling financial interest in a subsidiary that is in substance real estate as a result of default
on the subsidiary's nonrecourse debt, the reporting entity should apply the guidance in
Subtopic
360-20
to determine whether it should derecognize the in substance real estate. Generally,
a reporting entity would not satisfy the requirements to derecognize the in substance real estate before the legal transfer of
the real estate to the lender and the extinguishment of the related nonrecourse indebtedness. That is, even if the reporting entity
ceases to have a controlling financial interest under
Subtopic 810-10
,
the reporting entity would continue to include the real estate, debt, and the results of the subsidiary's operations in its consolidated
financial statements until legal title to the real estate is transferred to legally satisfy the debt. The amendments in this Update
should be applied on a prospective basis to deconsolidation events occurring after the effective date. Prior periods should not
be adjusted even if the reporting entity has continuing involvement with previously derecognized in substance real estate entities.
For public entities, the amendments in this Update are effective for fiscal years, and interim periods within those years, beginning
on or after June 15, 2012.
This ASU did not have a significant impact on the Company’s financial statements.
In
December 2011, the FASB issued ASU 2011-11,
Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities
.
The amendments in this Update affect all entities that have financial instruments and derivative instruments that are either (1)
offset in accordance with either
Section 210-20-45
or
Section 815-10-45
or (2) subject to an enforceable
master netting arrangement or similar agreement. The requirements amend the disclosure requirements on offsetting in
Section
210-20-50
. This information will enable users of an entity's financial statements to evaluate
the effect or potential effect of netting arrangements on an entity's financial position, including the effect or potential effect
of rights of setoff associated with certain financial instruments and derivative instruments in the scope of this Update. An entity
is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within
those annual periods. An entity should provide the disclosures required by those amendments retrospectively for
all comparative
periods presented. This ASU is not expected to have a significant impact on the Company’s financial statements.
In
July, 2012, the FASB issued ASU 2012-02,
Intangibles – Goodwill and Other (Topic 350) – Testing Indefinite-Lived
Intangible Assets for Impairment
. ASU 2012-02 give entities the option to first assess qualitative factors to determine whether
the existence of events or circumstances leads to a determination that it is more likely than not that an indefinite-lived intangible
asset is impaired. If, after assessing the totality of events or circumstances, an entity determines it is more likely than not
that an indefinite-lived intangible asset is impaired, then the entity must perform the quantitative impairment test. If, under
the quantitative impairment test, the carrying amount of the intangible asset exceeds its fair value, an entity should recognize
an impairment loss in the amount of that excess. Permitting an entity to assess qualitative factors when testing indefinite-lived
intangible assets for impairment results in guidance that is similar to the goodwill impairment testing guidance in ASU 2011-08.
ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years
beginning after September 15,
2012 (early adoption permitted). This ASU is not expected to have a significant impact on the Company’s financial statements.
In
October, 2012, the FASB issued ASU 2012-06,
Business Combinations (Topic 805) - Subsequent Accounting for an Indemnification
Asset Recognized at the Acquisition Date as a Result of a Government-Assisted Acquisition of a Financial Institution
. ASU 2012-06
requires that when a reporting entity recognizes an indemnification asset (in accordance with Subtopic 805-20) as a result of a
government assisted acquisition of a financial institution and subsequently a change in the cash flows expected to be collected
on the indemnification asset occurs (as a result of a change in cash flows expected to be collected on the assets subject to indemnification),
the reporting entity should subsequently account for the change in the measurement of the indemnification asset on the same basis
as the change in the assets subject to indemnification. Any amortization of changes in value should be limited to the contractual
term of the indemnification agreement (that is, the lesser of the term of the indemnification agreement and the remaining life
of the indemnified assets). ASU 2012-06 is effective for fiscal years, and interim periods within those years, beginning on or
after December 15, 2012. Early adoption is permitted. The amendments should be applied prospectively to any new indemnification
assets acquired after the date of adoption and to indemnification assets existing as of the date of adoption arising from a
government-assisted
acquisition of a financial institution. This ASU is not expected to have a significant impact on the Company’s financial
statements.
In
January 2013, the FASB issued ASU 2013-01
, Balance Sheet (Topic 210):
Clarifying the Scope of Disclosures about Offsetting
Assets and Liabilities
. The amendments clarify that the scope of Update 2011-11 applies to derivatives accounted for in accordance
with Topic 815,
Derivatives and Hedging
, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase
agreements, and securities borrowing and securities lending transactions that are either offset in accordance with Section 210-20-45
or Section 815-10-45 or subject to an enforceable master netting arrangement or similar agreement. An entity is required to apply
the amendments for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods. An entity
should provide the required disclosures retrospectively for all comparative periods presented. The effective date is the
same
as the effective date of Update 2011-11. This ASU did not have a significant impact on the Company’s financial statements.
In
February 2013, the FASB issued ASU 2013-02,
Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated
Other Comprehensive Income
. The amendments in this Update require an entity to report the effect of significant reclassifications
out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required
under U.S. generally accepted accounting principles (GAAP) to be reclassified in its entirety to net income. For other amounts
that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity
is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts.
For public entities, the amendments are effective prospectively for reporting periods beginning after December 15, 2012.
In February
2013, the FASB issued ASU 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements
for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The objective of the amendments in this Update is
to provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability
arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date, except
for obligations addressed within existing guidance in U.S. generally accepted accounting principles (GAAP). Examples of obligations
within the scope of this Update include debt arrangements, other contractual obligations, and settled litigation and judicial rulings.
U.S. GAAP does not include specific guidance on accounting for such obligations with joint and several liability, which has resulted
in diversity in practice. Some entities record the entire amount under the joint and several liability arrangement on the basis
of the concept of a liability and the guidance that must be met to extinguish a liability. Other entities record less than the
total amount of the obligation, such as an amount allocated, an amount corresponding to the proceeds received, or the portion of
the amount the entity agreed to pay among its co-obligors, on the basis of the guidance for contingent liabilities. The amendments
in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. This
ASU is not expected to have a significant impact on the Company’s financial statements.
Note 6 – Fair Value
of Financial Instruments
Level I: Quoted prices are
available in active markets for identical assets or liabilities as of the reported date.
Level II: Pricing inputs are
other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature
of these assets and liabilities include items for which quoted prices are available but traded less frequently, and items that
are fair valued using other financial instruments, the parameters of which can be directly observed.
Level III: Assets and liabilities
that have little to no pricing observability as of the reported date. These items do not have two-way markets and are measured
using management’s best estimate of fair value, where the inputs into the determination of fair value require significant
management judgment or estimation.
The following tables present
the assets and liabilities reported on the consolidated statements of financial condition at their fair value as of December 31,
2012 and March 31, 2013 by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety
based on the lowest level of input that is significant to the fair value measurement. 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)
|
|
December 31, 2012
|
|
|
|
Level I
|
|
|
Level II
|
|
|
Level III
|
|
|
Total
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government Agency Securities
|
|
$
|
—
|
|
|
$
|
22,192
|
|
|
$
|
—
|
|
|
$
|
22,192
|
|
U.S. Sponsored Mortgage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
backed securities
|
|
|
—
|
|
|
|
56,376
|
|
|
|
—
|
|
|
|
56,376
|
|
Other Securities
|
|
|
—
|
|
|
|
934
|
|
|
|
|
|
|
|
934
|
|
Loans held for sale
|
|
|
—
|
|
|
|
85,529
|
|
|
|
—
|
|
|
|
85,529
|
|
Derivative on loans held for sale
|
|
|
—
|
|
|
|
1,261
|
|
|
|
—
|
|
|
|
1,261
|
|
Other Real Estate Owned
|
|
|
—
|
|
|
|
—
|
|
|
|
207
|
|
|
|
207
|
|
Impaired Loans
|
|
|
—
|
|
|
|
—
|
|
|
|
3,118
|
|
|
|
3,118
|
|
(In Thousands)
|
|
March 31, 2013
|
|
|
|
Level I
|
|
|
Level II
|
|
|
Level III
|
|
|
Total
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government Agency Securities
|
|
$
|
—
|
|
|
$
|
25,365
|
|
|
$
|
—
|
|
|
$
|
25,365
|
|
U.S. Sponsored Mortgage
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
backed securities
|
|
|
|
|
|
|
51,193
|
|
|
|
—
|
|
|
|
51,193
|
|
Other Securities
|
|
|
—
|
|
|
|
934
|
|
|
|
—
|
|
|
|
934
|
|
Loans held for sale
|
|
|
—
|
|
|
|
73,395
|
|
|
|
—
|
|
|
|
73,395
|
|
Derivative on loans held for sale
|
|
|
—
|
|
|
|
3,089
|
|
|
|
—
|
|
|
|
3,089
|
|
Other Real Estate Owned
|
|
|
—
|
|
|
|
—
|
|
|
|
204
|
|
|
|
204
|
|
Impaired loans
|
|
|
—
|
|
|
|
—
|
|
|
|
1,675
|
|
|
|
1,675
|
|
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:
|
|
Quantitative Information about Level 3 Fair Value Measurements
|
(in thousands)
|
|
Fair Value
Estimate
|
|
|
Valuation
Techniques
|
|
Unobservable
Input
|
|
Range
(Weighted Average)
|
March 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
Impaired loans
|
|
$
|
971
|
|
|
Appraisal of collateral (1)
|
|
Appraisal adjustments (2)
Liquidation expenses (2)
|
|
0% to -50.0%
(-25.2%)
-1.5% to 8.0%
(-5.5%)
|
Other real estate owned and repossessed assets
|
|
$
|
204
|
|
|
Appraisal of collateral (1),(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
Impaired loans
|
|
$
|
3,118
|
|
|
Appraisal of collateral (1)
|
|
Appraisal adjustments (2)
Liquidation expenses (2)
|
|
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 adjustments are presented as a
percent of the appraisal.
|
|
(3)
|
Includes qualitative adjustments by management and estimated liquidation expenses.
|
The following summarizes the
methods and significant assumptions used by the Company, the Bank, and as appropriate, other Subsidiaries, in estimating its fair
value disclosures for financial instruments.
Accrued interest receivable
and payable
: The carrying values of accrued interest receivable and payable approximate their estimated fair values.
Bank owned life insurance
:
Estimated fair values of bank owned life insurance approximate the cash surrender value of the policies.
Certificates of deposits
:
The estimated fair values of certificates of deposits held by Bank at other banks.
Deposits:
The estimated
fair values of demand deposits (i.e., non-interest bearing checking, NOW and money market), savings accounts and other variable
rate deposits approximate their carrying values. Fair values of fixed maturity deposits are estimated using a discounted cash flow
methodology at rates currently offered for deposits with similar remaining maturities. Any intangible value of long-term relationships
with depositors is not considered in estimating the fair values disclosed.
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.
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.
Off-balance sheet instruments:
The fair values of commitments to extend credit and standby letters of credit are estimated using the fees currently charged
to enter into similar agreements, taking into account the remaining terms of agreements and the present credit standing of the
counterparties. The amounts of fees currently charged on commitments and standby letters of credit are deemed significant, and
therefore, the estimated fair values and carrying values are not shown.
Repurchase agreements
:
The fair values of repurchase agreements approximate their carrying values.
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.
Short-term financial instruments:
The carrying values of short-term financial instruments including cash and due from banks, interest bearing balances – FHLB,
and certificates of deposit in other banks approximate the fair value of these instruments.
Subordinated debt
: The
fair value of long-term debt approximates its fair value.
The carrying values and estimated
fair values of the Company’s financial instruments are summarized as follows:
|
|
|
|
|
|
|
|
Fair Value Measurements at
December 31, 2012
|
|
(Dollars in thousands)
|
|
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks
|
|
$
|
21,637
|
|
|
$
|
21,637
|
|
|
$
|
21,637
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest bearing balances
|
|
|
13,130
|
|
|
|
13,554
|
|
|
|
13,130
|
|
|
|
—
|
|
|
|
—
|
|
Certificates of deposits
|
|
|
9,427
|
|
|
|
9,427
|
|
|
|
9,427
|
|
|
|
—
|
|
|
|
—
|
|
Securities available-for-sale
|
|
|
79,502
|
|
|
|
80,138
|
|
|
|
—
|
|
|
|
79,502
|
|
|
|
—
|
|
Securities held-to-maturity
|
|
|
35,370
|
|
|
|
36,218
|
|
|
|
—
|
|
|
|
36,218
|
|
|
|
—
|
|
Loans
|
|
|
446,443
|
|
|
|
457,158
|
|
|
|
—
|
|
|
|
—
|
|
|
|
457,158
|
|
Loans held for sale
|
|
|
85,529
|
|
|
|
85,529
|
|
|
|
—
|
|
|
|
85,529
|
|
|
|
—
|
|
Derivative on loans held for sale
|
|
|
1,261
|
|
|
|
1,261
|
|
|
|
—
|
|
|
|
1,261
|
|
|
|
—
|
|
Bank owned life insurance
|
|
|
10,524
|
|
|
|
10,524
|
|
|
|
10,524
|
|
|
|
—
|
|
|
|
—
|
|
Accrued interest receivable
|
|
|
1,778
|
|
|
|
1,778
|
|
|
|
1,778
|
|
|
|
—
|
|
|
|
—
|
|
|
|
$
|
704,601
|
|
|
$
|
717,224
|
|
|
$
|
56,496
|
|
|
$
|
202,510
|
|
|
$
|
457,158
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
$
|
486,519
|
|
|
$
|
498,244
|
|
|
$
|
329,083
|
|
|
$
|
—
|
|
|
$
|
169,161
|
|
Repurchase agreements
|
|
|
70,234
|
|
|
|
70,234
|
|
|
|
70,234
|
|
|
|
—
|
|
|
|
—
|
|
FHLB and other Borrowings
|
|
|
91,617
|
|
|
|
94,487
|
|
|
|
—
|
|
|
|
—
|
|
|
|
94,487
|
|
Accrued interest payable
|
|
|
329
|
|
|
|
329
|
|
|
|
329
|
|
|
|
—
|
|
|
|
—
|
|
Subordinated debt
|
|
|
4,124
|
|
|
|
4,664
|
|
|
|
4,664
|
|
|
|
—
|
|
|
|
—
|
|
|
|
$
|
652,823
|
|
|
$
|
667,958
|
|
|
$
|
404,310
|
|
|
$
|
—
|
|
|
$
|
263,648
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at
March 31, 2013
|
|
(Dollars in thousands)
|
|
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks
|
|
$
|
14,436
|
|
|
$
|
14,436
|
|
|
$
|
14,436
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest bearing balances
|
|
|
37,175
|
|
|
|
37,175
|
|
|
|
37,175
|
|
|
|
—
|
|
|
|
—
|
|
Certificates of deposits
|
|
|
9,427
|
|
|
|
9,427
|
|
|
|
9,427
|
|
|
|
—
|
|
|
|
—
|
|
Securities available-for-sale
|
|
|
77,492
|
|
|
|
77,492
|
|
|
|
—
|
|
|
|
77,492
|
|
|
|
—
|
|
Securities held-to-maturity
|
|
|
35,314
|
|
|
|
35,833
|
|
|
|
—
|
|
|
|
35,833
|
|
|
|
—
|
|
Loans
|
|
|
456,582
|
|
|
|
466,627
|
|
|
|
—
|
|
|
|
—
|
|
|
|
466,627
|
|
Loans held for sale
|
|
|
73,395
|
|
|
|
73,395
|
|
|
|
—
|
|
|
|
73,395
|
|
|
|
—
|
|
Derivative on loans held for sale
|
|
|
3,089
|
|
|
|
3,089
|
|
|
|
—
|
|
|
|
3,089
|
|
|
|
—
|
|
Bank owned life insurance
|
|
|
10,615
|
|
|
|
10,615
|
|
|
|
10,615
|
|
|
|
—
|
|
|
|
—
|
|
Accrued interest receivable
|
|
|
2,133
|
|
|
|
2,133
|
|
|
|
2,133
|
|
|
|
—
|
|
|
|
—
|
|
|
|
$
|
719,658
|
|
|
$
|
730,222
|
|
|
$
|
73,786
|
|
|
$
|
189,809
|
|
|
$
|
466,627
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
$
|
520,263
|
|
|
$
|
528,947
|
|
|
|
360,774
|
|
|
|
—
|
|
|
|
168,173
|
|
Repurchase agreements
|
|
|
69,761
|
|
|
|
69,761
|
|
|
|
69,761
|
|
|
|
—
|
|
|
|
—
|
|
FHLB and other Borrowings
|
|
|
72,422
|
|
|
|
74,812
|
|
|
|
—
|
|
|
|
—
|
|
|
|
74,812
|
|
Accrued interest payable
|
|
|
283
|
|
|
|
283
|
|
|
|
283
|
|
|
|
—
|
|
|
|
—
|
|
Subordinated debt
|
|
|
4,124
|
|
|
|
4,664
|
|
|
|
4,664
|
|
|
|
—
|
|
|
|
—
|
|
|
|
$
|
666,853
|
|
|
$
|
678,467
|
|
|
$
|
435,482
|
|
|
$
|
—
|
|
|
$
|
242,985
|
|
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 or the Bank’s entire holdings
of a particular financial instrument. Because no market exists for a significant portion of the Company’s or the Bank’s
financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic
conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature and
involve uncertainties and matters of significant judgment and therefore, cannot be determined with precision. Changes in assumptions
could significantly affect the estimates. Fair value estimates are based on existing on-and-off balance sheet financial instruments
without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered
financial instruments.
Note 7 – Investments
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate
|
|
|
|
Amortized
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Gain
|
|
|
Loss
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal securities
|
|
$
|
35,370
|
|
|
$
|
988
|
|
|
$
|
(140
|
)
|
|
$
|
36,218
|
|
|
|
$
|
35,370
|
|
|
$
|
988
|
|
|
$
|
(140
|
)
|
|
$
|
36,218
|
|
Amortized cost and approximate fair
values of investment securities held-to-maturity at March 31, 2013, including gross unrealized gains and losses, are summarized
as follows:
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate
|
|
|
|
Amortized
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Gain
|
|
|
Loss
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal securities
|
|
$
|
35,314
|
|
|
$
|
823
|
|
|
$
|
(304
|
)
|
|
$
|
35,833
|
|
|
|
$
|
35,314
|
|
|
$
|
823
|
|
|
$
|
(304
|
)
|
|
$
|
35,833
|
|
Amortized cost and
approximate fair values of investment securities available-for-sale at December 31, 2012 are summarized (with dollars in
thousands) as follows:
|
|
|
|
|
|
|
|
|
|
|
Approximate
|
|
|
|
Amortized
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Gain
|
|
|
Loss
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U. S. Agency securities
|
|
$
|
21,951
|
|
|
$
|
247
|
|
|
$
|
(6
|
)
|
|
$
|
22,192
|
|
Mortgage-backed securities
|
|
|
56,217
|
|
|
|
328
|
|
|
|
(169
|
)
|
|
|
56,376
|
|
Other securities
|
|
|
934
|
|
|
|
—
|
|
|
|
—
|
|
|
|
934
|
|
|
|
$
|
79,102
|
|
|
$
|
575
|
|
|
$
|
(175
|
)
|
|
$
|
79,502
|
|
Amortized cost and approximate
fair values of investment securities available-for-sale at March 31, 2013 are summarized (with dollars in thousands) as follows:
|
|
|
|
|
|
|
|
|
|
|
Approximate
|
|
|
|
Amortized
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Gain
|
|
|
Loss
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U. S. Agency securities
|
|
$
|
25,126
|
|
|
$
|
250
|
|
|
$
|
(11
|
)
|
|
$
|
25,365
|
|
Mortgage-backed securities
|
|
|
51,067
|
|
|
|
307
|
|
|
|
(181
|
)
|
|
|
51,193
|
|
Other securities
|
|
|
934
|
|
|
|
—
|
|
|
|
—
|
|
|
|
934
|
|
|
|
$
|
77,127
|
|
|
$
|
557
|
|
|
$
|
(192
|
)
|
|
$
|
77,492
|
|
The following tables summarize
amortized cost and approximate fair values of securities (with dollars in thousands) by maturity:
|
|
March 31, 2013
|
|
|
|
Held to Maturity
|
|
|
Available for sale
|
|
|
|
|
|
|
Approximate
|
|
|
|
|
|
Approximate
|
|
|
|
Amortized
|
|
|
Fair
|
|
|
Amortized
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Value
|
|
|
Cost
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Within one year
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
After one year, but within five
|
|
|
2,744
|
|
|
|
2,815
|
|
|
|
9,944
|
|
|
|
10,084
|
|
After five years, but within ten
|
|
|
9,976
|
|
|
|
10,363
|
|
|
|
24,162
|
|
|
|
24,369
|
|
After ten Years
|
|
|
22,594
|
|
|
|
22,655
|
|
|
|
43,021
|
|
|
|
43,039
|
|
Total
|
|
$
|
35,314
|
|
|
$
|
35,833
|
|
|
$
|
77,127
|
|
|
$
|
77,492
|
|
The Company's investment portfolio includes
securities that are in an unrealized loss position as of March 31, 2013, the details of which are included in the following table.
Although these securities, if sold at March 31, 2013 would result in a pretax loss of $496, 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 March 31, 2013, 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 (with dollars in thousands):
At December 31, 2012, total temporary impairment totaled $31
Description and number
|
|
Less than 12 months
|
|
|
12 months or more
|
|
of positions
|
|
Fair Value
|
|
|
Unrealized Loss
|
|
|
Fair Value
|
|
|
Unrealized Loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Agencies(3)
|
|
$
|
9,676
|
|
|
$
|
(6
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Mortgage-backed securities(11) (11)
|
|
|
28,688
|
|
|
|
(169
|
)
|
|
|
—
|
|
|
|
—
|
|
Municipal securities(28)
|
|
|
11,216
|
|
|
|
(140
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
$
|
49,580
|
|
|
$
|
(315
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
The following table discloses investments in an unrealized loss position: (with dollars in thousands) At March 31, 2013, total temporary impairment (with dollars in thousands) totaled $496.
Description and number
|
|
Less than 12 months
|
|
|
12 months or more
|
|
of positions
|
|
Fair Value
|
|
|
Unrealized Loss
|
|
|
Fair Value
|
|
|
Unrealized Loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Agencies(3)
|
|
$
|
9,664
|
|
|
$
|
(11
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Mortgage-backed securities(10) (11)
|
|
|
26,817
|
|
|
|
(181
|
)
|
|
|
—
|
|
|
|
—
|
|
Municipal securities(38)
|
|
|
14,290
|
|
|
|
(304
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
$
|
50,771
|
|
|
$
|
(496
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Note 8 – Stock Offering
In late December 2012 the Company
began a confidential offering to accredited investors that resulted in the issuance of 1,132,527 shares of common stock totaling
$27.2 million in additional capital. This offering was completed during March of 2013.
Note 9 – Comprehensive Income
The Company has developed
the following table to present the components of accumulated OCI, at the end of the respective period are (with dollars in
thousands) as follows:
Details about AOCI Components
|
|
Amount
Reclassified from
AOCI
|
|
|
Affected line item in the
Statement where net income
is presented
|
Available–for-sale securities
|
|
|
|
|
|
|
Realized gain on sale of securities
|
|
$
|
1
|
|
|
Non-interest income
|
Impairment expense
|
|
|
—
|
|
|
Non-interest income
|
|
|
|
1
|
|
|
Total before tax
|
|
|
|
—
|
|
|
Income tax expense
|
|
|
|
1
|
|
|
Net of tax
|
Defined benefit pension plan items
|
|
|
|
|
|
|
Amortization of prior service costs
|
|
|
—
|
|
|
See Item 1 below
|
Amortization of actuarial gains/(losses)
|
|
|
—
|
|
|
See Item 1 below
|
Pension curtailment
|
|
|
—
|
|
|
See Item 1 below
|
|
|
|
—
|
|
|
Total before tax
|
|
|
|
—
|
|
|
Income tax expense
|
|
|
|
—
|
|
|
Net of tax
|
|
|
|
|
|
|
|
Total reclassifications
|
|
$
|
1
|
|
|
Net of tax
|
Item 1: These items are included
in the computation of net periodic pension cost. See Note 10, Pension Plan, for additional information.
(Dollars in thousands)
|
|
Unrealized
gains/(losses) on
available-for-
sale securities
|
|
|
Defined benefit
pension plan
items
|
|
|
Total
|
|
Beginning balance
|
|
$
|
239
|
|
|
$
|
(1,735
|
)
|
|
$
|
(1,496
|
)
|
Other comprehensive (loss) before reclassification
|
|
|
(21
|
)
|
|
|
—
|
|
|
|
(21
|
)
|
Amounts reclassified from AOCI
|
|
|
1
|
|
|
|
—
|
|
|
|
1
|
|
Net current period OCI
|
|
|
(20
|
)
|
|
|
—
|
|
|
|
(20
|
)
|
Ending balance
|
|
$
|
219
|
|
|
$
|
(1,735
|
)
|
|
$
|
(1,516
|
)
|
(Dollars in thousands)
|
|
March 31, 2013
|
|
Net unrealized gain on securities available-for-sale
|
|
$
|
219
|
|
Net unrecognized pension cost
|
|
|
(1,735
|
)
|
Total
|
|
$
|
(1,516
|
)
|
Note 10 – Pension Plan
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.
Item 2. Management’s Discussion
and Analysis of Financial Condition and Results of Operations
FORWARD-LOOKING INFORMATION
Statements in this Quarterly Report on
Form 10-Q that are based on other than historical data are forward-looking within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements provide current expectations or forecasts of future events and include, among others:
|
·
|
statements with respect to the beliefs, plans, objectives, goals, guidelines, expectations, anticipations, and future financial
condition, results of operations and performance of MVB Financial Corp. (“the Company”) and its subsidiaries (collectively
“we,” “our,” or “us), including MVB Bank, Inc. (the “Bank”);
|
|
·
|
statements preceded by, followed by or that include the words “may,” “could,”
“should,” “would,” “believe,” “anticipate,” “estimate,” “expect,”
“intend,” “plan,” “projects,” or similar expressions.
|
These forward-looking statements are
not guarantees of future performance, nor should they be relied upon as representing the Company’s or the Bank
management’s views as of any subsequent date. Forward-looking statements involve significant risks and uncertainties
and actual results may differ materially from those presented, either expressed or implied, including, but not limited to,
those presented in this Management’s Discussion and Analysis section. Factors that might cause such differences include, but
are not limited to:
|
·
|
the ability of the Company and the Bank to successfully execute its business plans, manage its risks,
and achieve its objectives;
|
|
·
|
changes in local, national and international political and economic conditions, including without
limitation the political and economic effects of the recent economic crisis, delay of recovery from that crisis, economic conditions
and fiscal imbalances in the United States and other countries, potential or actual downgrades in rating of sovereign debt issued
by the United States and other countries, and other major developments, including wars, military actions, and terrorist attacks;
|
|
·
|
changes in financial market conditions, either internationally, nationally or locally in areas in
which the Company conducts its operations, including without limitation reduced rates of business formation and growth, commercial
and residential real estate development and real estate prices;
|
|
·
|
fluctuations in markets for equity, fixed-income, commercial paper and other securities, including
availability, market liquidity levels, and pricing;
|
|
·
|
changes in the Company’s ability to raise capital and the cost of that capital to the Company;
|
|
·
|
changes in interest rates, the quality and composition of the loan and securities portfolios, demand
for loan products, deposit flows and competition;
|
|
·
|
acquisitions and integration of acquired businesses;
|
|
·
|
increases in the levels of losses, customer bankruptcies, bank failures, claims, and assessments;
|
|
·
|
changes in fiscal, monetary, regulatory, trade and tax policies and laws, and regulatory assessments
and fees, including policies of the U.S. Department of Treasury, the Board of Governors of the Federal Reserve System, and
the FDIC;
|
|
·
|
the impact of executive compensation rules under the Dodd-Frank Act and banking regulations which
may impact the ability of the Company, the Bank, and other American financial institutions to retain and recruit executives and
other personnel necessary for their businesses and competitiveness;
|
|
·
|
the impact of the Dodd-Frank Act and of new international standards known as Basel III, and rules
and regulations thereunder, many of which have not yet been promulgated, on our required regulatory capital and liquidity levels,
governmental assessments on us, the scope of business activities in which we may engage, the manner in which the Bank engages in
such activities, the fees the Bank may charge for certain products and services, and other matters affected by the Dodd-Frank Act
and these international standards;
|
|
·
|
continuing consolidation in the financial services industry;
|
|
·
|
new legal claims against the Company, including litigation, arbitration and proceedings brought by
governmental or self-regulatory agencies, or changes in existing legal matters;
|
|
·
|
success in gaining regulatory approvals, when required, on a timely basis;
|
|
·
|
changes in consumer spending and savings habits;
|
|
·
|
increased competitive challenges and expanding product and pricing pressures among financial institutions;
|
|
·
|
the ability of the Company and the Bank to develop new banking products, the cost of such development,
the acceptance of such new products by the Company’s and Bank’s clientele and the impact of these new product’s
on the Company’s and Bank’s profitability;
|
|
·
|
inflation and deflation;
|
|
·
|
technological changes and the Company’s implementation of new technologies, including
how the cost of implementation impacts the Company’s profitability;
|
|
·
|
the Company’s ability to develop and maintain secure and reliable information technology systems;
|
|
·
|
legislation or regulatory changes which adversely affect the Company’s operations or business;
|
|
·
|
the Company’s ability to comply with applicable laws and regulations, and the cost of
such compliance;
|
|
·
|
changes in accounting policies or procedures as may be required by the Financial Accounting Standards
Board or regulatory agencies; and
|
|
·
|
costs of deposit insurance and changes with respect to FDIC insurance coverage levels.
|
Except to the extent required by law,
the Company specifically disclaims any obligation to update any factors or to publicly announce the result of revisions to any
of the forward-looking statements included herein to reflect future events or developments.
SUMMARY OF RESULTS OF OPERATIONS
At March 31, 2013 and 2012 and
for the Three Months Ended March 31, 2013 and 2012:
|
|
Three Months Ended
March 31
|
|
|
2013
|
|
2012
|
Net income to:
|
|
|
|
|
|
|
|
|
Average assets
|
|
|
.65
|
%
|
|
|
.62
|
%
|
Average stockholders’ equity
|
|
|
6.93
|
|
|
|
7.15
|
|
Net interest margin
|
|
|
3.08
|
|
|
|
3.18
|
|
|
|
|
|
|
|
|
|
|
Average stockholders’ equity to average assets
|
|
|
9.37
|
|
|
|
8.68
|
|
Total loans to total deposits (end of period)
|
|
|
87.76
|
|
|
|
90.94
|
|
Allowance for loan losses to total loans (end of period)
|
|
|
1.02
|
|
|
|
0.79
|
|
Efficiency ratio
|
|
|
79.38
|
|
|
|
64.24
|
|
Capital ratios:
|
|
|
|
|
|
|
|
|
Tier 1 capital ratio
|
|
|
13.60
|
|
|
|
14.07
|
|
Risk-based capital ratio
|
|
|
14.51
|
|
|
|
14.93
|
|
Leverage ratio
|
|
|
9.52
|
|
|
|
9.42
|
|
Cash dividends as a percentage of net income
|
|
|
N/A
|
|
|
|
N/A
|
|
Per share data:
|
|
|
|
|
|
|
|
|
Book value per share (end of period)
|
|
$
|
21.09
|
|
|
$
|
17.92
|
|
Market value per share (end of period)*
|
|
|
24.50
|
|
|
|
22.00
|
|
Basic earnings per share
|
|
|
.40
|
|
|
|
.38
|
|
Diluted earnings per share
|
|
|
.39
|
|
|
|
.38
|
|
* Market
value per share is based on the Company’s knowledge of certain arms-length transactions in the stock as the Company’s
common stock is not traded on any market. There may be other transactions involving either higher or lower prices of which the
Company is unaware.
Introduction
The Company was formed on January
1, 2004 as a bank holding company and effective December 2012 elected to become a financial holding company. The Company features
multiple subsidiaries and affiliated businesses.
The Bank was formed on October
30, 1997 and chartered under the laws of the state of West Virginia. The Bank commenced operations on January 4, 1999. During the
fourth quarter of 2004, the Company formed two second-tier holding companies MVB Marion, Inc. and MVB Harrison, Inc., which have
since been merged to form MVB-Central, Inc. to manage the banking operations of the Bank in these specific north-central West Virginia
markets. In August of 2005, the Bank opened a full service office in neighboring Harrison County. During October of 2005, the Bank
purchased a branch office in Jefferson County, situated in West Virginia’s eastern panhandle. In 2006, the Company formed
another second-tier holding company, MVB - East, Inc. to manage the banking operations of the Bank in the Jefferson and Berkeley
county markets. During the third quarter of 2007, the Bank opened a full service office in the Martinsburg area of Berkeley County.
In the second quarter of 2011, the Bank opened a banking facility in the Cheat Lake area of Monongalia County. The Bank opened
its second Harrison County location, the downtown Clarksburg office in the historic Empire building during the fourth quarter of
2012.
During the fourth quarter of
2012, the Bank acquired Potomac Mortgage Group (“PMG”), a mortgage company in the northern Virginia area, and fifty
percent (50%) interest in a mortgage services company, Lender Service Provider, LLC. This PMG acquisition gives the Company and
the Bank the opportunity to make the mortgage banking operation a much more significant line of business to further diversify its
net income stream. In the first quarter of 2013, the Bank opened its second Monongalia County location in the Sabraton area of
Morgantown.
Currently, the Company operates
eight Bank offices in West Virginia, which are located at: 301 Virginia Avenue in Fairmont, Marion County; 9789 Mall Loop (inside
the Shop N Save Supermarket) in White Hall, Marion County,; 1000 Johnson Avenue in Bridgeport, Harrison County; 406 West Main St.
in Clarksburg, Harrison County; 88 Somerset Boulevard in Charles Town, Jefferson County; 651 Foxcroft Avenue in Martinsburg, Berkeley
County; 2400 Cranberry Square in Cheat Lake, Monongalia County; and 10 Sterling Drive in Morgantown, Monongalia County. At March
31, 2013, the Company had total assets of $756.8 million, total loans of $456.6 million, total deposits of $520.3 million and total
stockholders’ equity of $82.2 million.
In addition to PMG, the Bank
has a wholly-owned subsidiary, MVB Insurance, LLC, formed in 2000 and reinstated in 2005, which offers select insurance products
such as title insurance, individual insurance, and casualty insurance. In addition to the second-tier holding companies, the Company
has an additional subsidiary, Bank Compliance Solutions, Inc., formed in 2011, which to-date has not initiated business activities.
The Company’s business
activities are currently community banking and with the addition of PMG, mortgage banking. As a community banking entity, the Bank
offers its customers a full range of products through various delivery channels. Such products and services include checking accounts,
NOW accounts, money market and savings accounts, time certificates of deposit, commercial, installment, commercial real estate
and residential real estate mortgage loans, debit cards, and safe deposit rental facilities. Services are provided through our
walk-in offices, automated teller machines (“ATMs”), drive-in facilities, and internet and telephone banking. Additionally,
the Bank offers non-deposit investment products through an association with a broker-dealer, and also offers correspondent lending
services to assist other community banks in offering longer term fixed rate loan products that may be sold into the secondary market.
With the acquisition of PMG, MVB now makes mortgage banking a much more significant focus, opening up increased market opportunities
and adding enough volume to better diversify the Company’s earnings stream.
Since the opening date of January
4, 1999, the Company, through the Bank, has experienced significant growth in assets, loans, and deposits due to overwhelming community
and customer support in the Marion and Harrison county markets, expansion into West Virginia’s eastern panhandle and most
recently into Monongalia County.
During the first quarter 2013,
the Company continued to focus on growth in the Berkeley County, Harrison County, Jefferson County, Marion County and Monongalia
County areas as the primary method for reaching performance goals. The Company and the Bank continuously review key performance
indicators to measure success.
This discussion and analysis
should be read in conjunction with the prior year-end audited financial statements and footnotes thereto included in the Company’s
filing on Form 10-K and the unaudited financial statements, ratios, statistics, and discussions contained elsewhere in this Form
10-Q.At March 31, 2013, the Company had 252 full-time equivalent employees, including those added through the acquisition of PMG.
The Company’s principal office is located at 301 Virginia Avenue, Fairmont, West Virginia 26554, and its telephone number
is (304) 363-4800. The Company’s Internet web site is www.mvbbanking.com.
Application of Critical Accounting
Policies
The Company’s consolidated
financial statements are prepared in accordance with accounting principles generally accepted in the United States and follow general
practices within the banking industry. Application of these principles requires management to make estimates, assumptions, and
judgments that affect the amounts reported in the financial statements; accordingly, as this information changes, the financial
statements could reflect different estimates, assumptions, and judgments. Application of certain accounting policies inherently
requires a greater reliance on the use of estimates, assumptions and judgments and as such, the probability of actual results being
materially different from reported estimates is increased. Estimates, assumptions, and judgments are necessary when assets and
liabilities are required to be recorded at fair value, when a decline in the value of an asset not carried on the financial statements
at fair value warrants an impairment write-down or valuation reserve to be established, or when an asset or liability needs to
be recorded contingent upon a future event. Carrying assets and liabilities at fair value inherently results in more financial
statement volatility. The fair values and the information used to record valuation adjustments for certain assets and liabilities
are based either on quoted market prices or are provided by other third-party sources, when available. When third-party information
is not available, valuation adjustments are estimated in good faith by management primarily through the use of internal forecasting
techniques.
The most significant accounting
policies followed by the Company are presented in Note 1 to the audited consolidated financial statements included in the Company’s
2012 Annual Report on Form 10-K and the later filed amended 2012 Annual Report on Form 10-K/A. These policies, along with the disclosures
presented in the other financial statement notes and in management’s discussion and analysis of operations, provide information
on how significant assets and liabilities are valued in the financial statements and how those values are determined. Based on
the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions, and estimates underlying
those amounts, management has identified the determination of the allowance for loan losses to be the accounting area that requires
the most subjective or complex judgments, and as such could be most subject to revision as new information becomes available.
The allowance for loan losses
represents management’s estimate of probable credit losses inherent in the loan portfolio. Determining the amount of the
allowance for loan losses is considered a critical accounting estimate because it requires significant judgment and the use of
estimates related to the amount and timing of estimated future cash flows, estimated losses in pools of homogeneous loans based
on historical loss experience of peer banks, estimated losses on specific commercial credits, and consideration of current economic
trends and conditions, all of which may be susceptible to significant change. The loan portfolio also represents the largest asset
in the consolidated balance sheet. Note 1 to the consolidated financial statements in MVB’s 10-K describes the methodology
used to determine the allowance for loan losses and a discussion of the factors driving changes in the amount of the allowance
for loan losses is included in the Allowance for Loan Losses section of Management’s Discussion and Analysis in this quarterly
report on Form 10-Q.
All dollars are expressed in
thousands, unless as otherwise noted or specified.
Results of Operations
Overview of the Statement
of Income
For the quarter ended March 31,
2013, the Company earned $1,188 compared to $861 in the first quarter of 2012. Net interest income increased by $375, other income
increased by $6.3 million and other expenses increased by $6.1 million. The increase in net interest income was driven mainly by
the continued growth of the Company balance sheet, with $62.1 million in average loan growth. Also contributing to the increase
in net interest income was a decrease in interest expense of $40, despite an increase in average interest bearing liabilities of
$139.8 million. This represented a decreased cost of funds of 27 basis points. The increase in other income was mainly the result
of an increase in income on loans held for sale of $5.5 million as a result of additional volume that the Company was able to produce
through the acquisition of PMG. The increase in other operating expenses was principally the result of increased salaries expense
of $4.3 million, with the addition of the Clarksburg and Sabraton Bank offices as well as additions in the areas of human resources,
information technology, and loan operations, the additional staff related to the acquisition of PMG, as well as increases for existing
staff. Occupancy, Equipment and depreciation costs increased $398, the result of the additions of the Clarksburg and Sabraton Bank
offices, the acquisition of PMG, and additional leased office space in both the Cheat Lake Bank office and the Bank Operations
Center. Data processing costs increased $624 due mainly to the acquisition of PMG who uses a related entity to perform processing
services related to mortgage loans. Legal and accounting fees increased $86 as a result of the additional fees incurred by PMG.
Other operating expenses increased by $423, of which $263 were related to expenses incurred by PMG and the remaining $160 mainly
the result of the following: increased other tax expense of $19, directors fees of $17, telephone of $16, travel and entertainment
of $55, title exams and appraisal expense of $24 and collections expense of $4.
Loan loss provisions of $1,000
and $675 were made for the quarters ended March 31, 2013 and 2012, respectively. The provision for loan losses, which is a product
of management’s formal quarterly analysis, is recorded in response to inherent risks in the loan portfolio. The Company charged
off $502 in loans during the first quarter of 2013 versus $549 for the same time period in 2012. The $325 in loan loss provision
increased the allowance for loan losses to total loans from .79% at March 31, 2012 to 1.02% at March 31, 2013.
Non-interest income for the quarters
ended March 31, 2013 and 2012 totaled $7.3 million and $1.0 million, respectively. The most significant portions of non-interest
income are capitalized servicing retained income which totaled $338 at March 31, 2013, a new income stream that began during the
third quarter of 2012, income on loans held for sale, which totaled $6.0 million at March 31, 2013, an increase of $5.6 million
over the first quarter of 2012, the result of the increased volume from existing lenders as well as the addition of new lenders
and increased volume from the acquisition of PMG and other operating income which totaled $646 at March 31, 2013, an increase of
$458 from the prior year, mainly the result of the following: increased title insurance income of $43, underwriting income of $87,
servicing income of $61 and wealth management income of $47.
Non-interest expense for the
quarters ended March 31, 2013 and 2012 totaled $9.4 million and $3.3 million, respectively. The most significant increases were
as discussed above.
Interest Income and Expense
Net interest income is the amount
by which interest income on earning assets exceeds interest expense on interest-bearing liabilities. Interest-earning assets include
loans and investment securities. Interest-bearing liabilities include interest-bearing deposits and repurchase agreements and Federal
Home Loan Bank advances. Net interest income is the primary source of revenue for the bank. Changes in market interest rates, as
well as changes in the mix and volume of interest-earning assets and interest-bearing liabilities impact net interest income.
Net interest margin is calculated
by dividing net interest income by average interest-earning assets. This ratio serves as a performance measurement of the net interest
revenue stream generated by the Bank’s balance sheet. The net interest margin for the quarters ended March 31, 2013 and 2012
was 3.1% and 3.2% respectively. The 13 basis point decline in the Bank’s net interest margin for the quarter ended March
31, 2013 was the result of the decreased yield on the loan portfolio of 35 basis points. The continued low rate environment and
increasing competition for quality credit continues to apply pressure upon the Bank’s loan portfolio yield. The funding side
of the bank helped offset the decreased asset yield as a result of the following: a 27 basis point reduction in the cost of funds,
mainly in the CD portfolio, IRA portfolio and FHLB borrowing balances. While the Bank’s yield on total loans declined by
35 basis points, the Bank was able to grow average loan balances by $62.1 million, which enabled an increase in net interest income
of $375. An increase in the Bank’s average non-interest bearing balances of $14.0 million decreased the impact of non-interest
bearing funds on the margin by 14 basis points.
Company and Bank management continuously
monitor the effects of net interest margin on the performance of the Bank and, thus, the Company. Growth and mix of the balance
sheet will continue to impact net interest margin in future periods.
Average Balances and Interest Rates
(Unaudited)(Dollars in thousands)
|
|
Three Months Ended
March 31, 2013
|
|
Three Months Ended
March 31, 2012
|
|
|
|
|
Interest
|
|
|
|
|
|
Interest
|
|
|
|
|
Average
|
|
Income/
|
|
Yield/
|
|
Average
|
|
Income/
|
|
Yield/
|
|
|
Balance
|
|
Expense
|
|
Cost
|
|
Balance
|
|
Expense
|
|
Cost
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing deposits in banks
|
|
$
|
12,127
|
|
|
$
|
4
|
|
|
|
0.14
|
%
|
|
$
|
3,298
|
|
|
$
|
1
|
|
|
|
0.12
|
%
|
Certificates of deposit in other banks
|
|
|
9,427
|
|
|
|
41
|
|
|
|
1.75
|
|
|
|
9,886
|
|
|
|
57
|
|
|
|
2.31
|
|
Investment securities
|
|
|
114,251
|
|
|
|
525
|
|
|
|
1.84
|
|
|
|
113,791
|
|
|
|
546
|
|
|
|
1.92
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
285,383
|
|
|
|
3,394
|
|
|
|
4.76
|
|
|
|
237,015
|
|
|
|
2,992
|
|
|
|
5.05
|
|
Tax exempt
|
|
|
22,723
|
|
|
|
236
|
|
|
|
4.15
|
|
|
|
17,226
|
|
|
|
186
|
|
|
|
4.32
|
|
Real estate
|
|
|
128,642
|
|
|
|
1,307
|
|
|
|
4.06
|
|
|
|
124,169
|
|
|
|
1,392
|
|
|
|
4.48
|
|
Consumer
|
|
|
17,021
|
|
|
|
207
|
|
|
|
4.87
|
|
|
|
13,292
|
|
|
|
205
|
|
|
|
6.17
|
|
Total loans
|
|
|
453,769
|
|
|
|
5,144
|
|
|
|
4.53
|
|
|
|
391,702
|
|
|
|
4,775
|
|
|
|
4.88
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans held for sale
|
|
|
71,824
|
|
|
|
|
|
|
|
|
|
|
|
5,282
|
|
|
|
|
|
|
|
|
|
Total earning assets
|
|
|
589,574
|
|
|
|
5,714
|
|
|
|
3.88
|
|
|
|
518,677
|
|
|
|
5,379
|
|
|
|
4.15
|
|
Cash and due from banks
|
|
|
21,453
|
|
|
|
|
|
|
|
|
|
|
|
10,874
|
|
|
|
|
|
|
|
|
|
Other assets
|
|
|
48,799
|
|
|
|
|
|
|
|
|
|
|
|
20,214
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
731,650
|
|
|
|
|
|
|
|
|
|
|
$
|
555,047
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest bearing demand
|
|
$
|
54,981
|
|
|
$
|
—
|
|
|
|
—
|
%
|
|
$
|
40,932
|
|
|
$
|
—
|
|
|
|
—
|
%
|
NOW
|
|
|
245,171
|
|
|
|
504
|
|
|
|
0.82
|
|
|
|
180,107
|
|
|
|
424
|
|
|
|
0.94
|
|
Money market checking
|
|
|
22,980
|
|
|
|
18
|
|
|
|
0.31
|
|
|
|
33,570
|
|
|
|
43
|
|
|
|
0.51
|
|
Savings
|
|
|
27,758
|
|
|
|
41
|
|
|
|
0.59
|
|
|
|
21,202
|
|
|
|
30
|
|
|
|
0.57
|
|
IRAs
|
|
|
9,597
|
|
|
|
42
|
|
|
|
1.76
|
|
|
|
9,739
|
|
|
|
63
|
|
|
|
2.59
|
|
CDs
|
|
|
148,603
|
|
|
|
302
|
|
|
|
0.81
|
|
|
|
132,559
|
|
|
|
405
|
|
|
|
1.22
|
|
Repurchase agreements & FFS
|
|
|
69,469
|
|
|
|
127
|
|
|
|
0.73
|
|
|
|
66,256
|
|
|
|
114
|
|
|
|
0.69
|
|
FHLB and other borrowings
|
|
|
73,994
|
|
|
|
123
|
|
|
|
0.66
|
|
|
|
14,353
|
|
|
|
116
|
|
|
|
3.23
|
|
Long-term debt
|
|
|
4,124
|
|
|
|
20
|
|
|
|
1.90
|
|
|
|
4,124
|
|
|
|
22
|
|
|
|
2.13
|
|
Total interest-bearing liabilities
|
|
|
601,696
|
|
|
|
1,177
|
|
|
|
0.78
|
|
|
|
461,910
|
|
|
|
1,217
|
|
|
|
1.05
|
|
Other liabilities
|
|
|
6,418
|
|
|
|
|
|
|
|
|
|
|
|
4,034
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
663,095
|
|
|
|
|
|
|
|
|
|
|
|
506,876
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock
|
|
|
8,500
|
|
|
|
|
|
|
|
|
|
|
|
8,500
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
|
2,970
|
|
|
|
|
|
|
|
|
|
|
|
2,235
|
|
|
|
|
|
|
|
|
|
Paid-in capital
|
|
|
49,416
|
|
|
|
|
|
|
|
|
|
|
|
32,620
|
|
|
|
|
|
|
|
|
|
Treasury stock
|
|
|
(1,084
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,084
|
)
|
|
|
|
|
|
|
|
|
Retained earnings
|
|
|
10,287
|
|
|
|
|
|
|
|
|
|
|
|
6,596
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income
|
|
|
(1,534
|
)
|
|
|
|
|
|
|
|
|
|
|
(696
|
)
|
|
|
|
|
|
|
|
|
Total stockholders’ equity
|
|
|
68,555
|
|
|
|
|
|
|
|
|
|
|
|
48,171
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ equity
|
|
$
|
731,650
|
|
|
|
|
|
|
|
|
|
|
$
|
555,047
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest spread
|
|
|
|
|
|
|
|
|
|
|
3.09
|
|
|
|
|
|
|
|
|
|
|
|
3.09
|
|
Impact of non-interest bearing funds on margin
|
|
|
|
|
|
|
|
|
|
|
(0.02
|
)
|
|
|
|
|
|
|
|
|
|
|
0.12
|
|
Net interest income-margin
|
|
|
|
|
|
$
|
4,537
|
|
|
|
3.08
|
%
|
|
|
|
|
|
$
|
4,162
|
|
|
|
3.21
|
%
|
Non-Interest Income
Income on loans held for sale
generates the core of the Bank’s non-interest income. Non-interest income totaled $7.3 million in the first quarter of 2013
compared to $1.0 million in the first quarter of 2012. This increase of $6.3 million is mainly the result of an increase in income
in loans held for sale of $5.5 million, the addition of $338 in capitalized servicing retained income and increased other operating
income of $458 as a result of increased underwriting, title, servicing, and wealth management income.
Service charges on deposit accounts
continue to be part of the core of the Bank’s, and thus, the Company’s other income and include mainly non-sufficient
funds and returned check fees, allowable overdraft fees and service charges on commercial accounts. Through March 31, 2013, service
charges totaled $137 versus $161 for the same quarter in 2012.
The Bank is continually searching
for ways to increase non-interest income. Income from loans sold in the secondary market continues to be a major area of focus
for the Bank and the Company, as well as servicing retained on mortgage loans sold into the secondary market.
Non-Interest Expense
For the first quarter of 2013,
non-interest expense totaled $9.4 million compared to $3.3 million in the first quarter of 2012. The Company’s efficiency
ratio was 79.38% for the first quarter of 2013 compared to 64.24% for the first quarter of 2012. This ratio measures the efficiency
of non-interest expenses incurred in relationship to net interest income plus non-interest income. The increased efficiency ratio
is the result of other operating expense outpacing the growth in net interest income and other income.
Salaries and benefits totaled
$6.2 million for the quarter ended March 31, 2013 compared to $1.9 million for the quarter ended March 31, 2012. This $4.3 million
increase in salaries and benefits is mainly the result of the addition of the Sabraton office as well as additions in the areas
of human resources, information technology, and loan operations, the additional staff related to the acquisition of PMG, as well
as increases for existing staff. The Company had 252 full-time equivalent personnel at March 31, 2013, as noted, compared to 128
full-time equivalent personnel as of March 31, 2012. Company and Bank management will continue to strive to find new ways of increasing
efficiencies and leveraging its resources, while effectively optimizing customer service.
For the quarters ended March 31,
2013 and 2012, occupancy expense totaled $430 and $204, respectively. This $226 increase is the result of the addition of the Clarksburg
and Sabraton Bank offices as well as additional leased office space in the Cheat Lake Bank office and the Bank Operations Center
and the addition of PMG. Equipment and depreciation costs grew $172 versus the first quarter of 2012 mainly due to additional costs
from PMG. Data processing costs increased $624 compared to the first quarter of 2012 due mainly to the acquisition of PMG which
uses a related entity to perform processing services related to mortgage loans. FDIC insurance totaled $139 in the first quarter
of 2013 compared to $27 in the first quarter of 2012. This increase in FDIC insurance was due to the continued growth in deposits.
Legal and accounting costs increase $86 compared to the first quarter of 2012 due to additional costs from PMG.
Other operating expense totaled
$765 in the first quarter of 2013 compared to $342 in the first quarter of 2012. The largest items relating to this increase were
in the areas of other tax expense, directors’ fees, telephone, travel and entertainment, title exams and appraisal expense,
and collections.
Return on Average Assets and
Average Equity
Returns on average assets (ROA)
and average equity (ROE) were .65% and 6.93% for the first quarter of 2013 compared to .62% and 7.15% in the first quarter of 2012.
ROE declined due to the $27.2 million capital raise completed during the first quarter of 2013.
Overview of the Statement of
Condition
The Company’s interest-earning
assets, interest-bearing liabilities, and stockholders’ equity changed significantly during the first quarter of 2013 compared
to 2012. The most significant areas of change between the quarters ended March 31, 2013 and March 31, 2012 were as follows: loans
increased to an average balance of $453.8 million from $391.7 million, interest-bearing liabilities grew to an average balance
of $601.7 million from $461.9 million and stockholders’ equity grew by $20.4 million to an average of $68.6 million. These
trends reflect the continued growth of the Company and its subsidiaries in the loan, deposit and capital areas.
Total assets at March 31, 2013
were $756.8 million or an increase of $30.0 million since December 31, 2012. The greatest areas of increase were $10.1 million
in loan growth and $33.5 million in interest bearing balances.
Deposits totaled $520.3
million at March 31, 2013 or an increase of $33.7 million since December 31, 2012. $6.6 million of this increase is the result
of CDARS balances and $28.0 million is the result of increased broker buster deposits. Other areas of significant deposit growth
are as follows: non-interest bearing checking increased $7.3 million and savings and NOW increased $3.4 million.
Stockholders’ equity
has increased approximately $14.6 million from December 31, 2012 due to earnings for the three months ended March 31, 2013 of $1.2
million and through the issuance of 559,264 shares of common stock totaling $13.4 million in additional capital.
Cash and Cash Equivalents
Cash and cash equivalents
totaled $14.4 million as of March 31, 2013 compared to $21.6 million as of December 31, 2012.
Total cash and cash equivalents
fluctuate on a daily basis due to transactions in process and other liquidity and performance demands. Management believes the
liquidity needs of the Company are satisfied by the current balance of cash and cash equivalents, readily available access to traditional
and non-traditional funding sources, and the portions of the investment and loan portfolios that mature within one year. These
sources of funds should enable the Company and the Bank to meet cash obligations as they come due.
Investment Securities
Investment securities totaled
$112.8 million as of March 31, 2013 and $114.9 million as of December 31, 2012. Government sponsored agency securities comprise
the majority of the portfolio.
The Company and Bank management
monitor the earnings performance and liquidity of the investment portfolio on a regular basis through Asset/Liability Committee
meetings. The group also monitors net interest income, sets pricing guidelines, and manages interest rate risk for the bank. Through
active balance sheet management and analysis of the investment securities portfolio, the bank maintains sufficient liquidity to
satisfy depositor requirements and the various credit needs of its customers. The Company and Bank management believes the risk
characteristics inherent in the investment portfolio are acceptable based on these parameters.
Loans
The Bank’s lending
is primarily focused in the Marion, Harrison, Jefferson, Berkeley and Monongalia County areas of West Virginia with a secondary
focus on the adjacent counties in West Virginia. The portfolio consists principally of commercial lending, retail lending, which
includes single-family residential mortgages, and consumer lending.
Loan Concentration
At March 31, 2013, commercial
loans comprised the largest component of the loan portfolio. The majority of commercial loans that are not secured by real estate
are lines of credit secured by accounts receivable and equipment and obligations of states and political subdivisions. While the
loan concentration is in commercial loans, the commercial portfolio is comprised of loans to many different borrowers, in numerous
different industries but primarily located in our market areas.
Allowance for Loan Losses
The Bank management continually
monitors the loan portfolio through review of the monthly delinquency reports and through the Bank Loan Review Committee. The Bank
Loan Review Committee is responsible for the determination of the adequacy of the allowance for loan losses. Their analysis involves
both experience of the portfolio to date and the makeup of the overall portfolio. Specific loss estimates are derived for individual
loans based on specific criteria such as current delinquency status, related deposit account activity, where applicable, local
market rumors, which are generally based on some factual information, and changes in the local and national economy. While local
market rumors are not measurable or perhaps not readily supportable, historically, this form of information can be an indication
of a potential problem. The allowance for loan losses is further based upon the internal risk rating assigned to the various loan
types within the portfolio.
Capital Resources
The Company considers a number
of alternatives, including but not limited to deposits, short-term borrowings, and long-term borrowings when evaluating funding
sources. Traditional deposits continue to be the most significant source of funds for the bank, reaching $520.3 million at March
31, 2013.
Non-interest bearing deposits
remain a core funding source for the Bank and, thus, the Company. At March 31, 2013, non-interest bearing deposits totaled $62.0
million compared to $54.6 million at December 31, 2012. The Company and Bank management intend to continue to focus on finding
ways to increase the base of non-interest bearing funding sources of the Bank and other Company subsidiaries.
Interest-bearing deposits totaled
$458.3 million at March 31, 2013 compared to $431.9 million at December 31, 2012. Average interest-bearing liabilities totaled
$601.7 million during the first quarter of 2013 compared to $461.9 million for the first quarter of 2012. Average non-interest
bearing demand deposits totaled $55.0 million for the first quarter of 2013 compared to $40.9 million for the first quarter of
2012. Management will continue to emphasize deposit gathering in 2013 by offering outstanding customer service and competitively
priced products. The Company and Bank management will also concentrate on balancing deposit growth with adequate net interest margin
to meet the Company’s strategic goals.
Along with traditional deposits,
the Bank has access to both repurchase agreements, which are corporate deposits secured by pledging securities from the investment
portfolio, and Federal Home Loan Bank borrowings to fund its operations and investments. At March 31, 2013, repurchase agreements
totaled $69.8 million compared to $70.2 million at December 31, 2012. In addition to the aforementioned funds alternatives, Bank
has access to more than $100.6 million through additional advances from the Federal Home Loan Bank of Pittsburgh and the ability
to readily sell jumbo certificates of deposits to other banks as well as brokered deposit markets.
Liquidity
The Company recognizes the importance
of liquidity in the day-to-day operations of the Bank, and believes it is critical to have a plan for addressing liquidity in times
of crisis, as well as prudently managing levels to maximize earnings. The Bank has historically recognized the need for funding
sources that go beyond the most important source which is retail deposit business. The Company and the Bank have created a funding
program that identifies various wholesale funding sources that may be used whenever appropriate. These sources include the following:
FHLB advances, brokered deposits, CDARS, repurchase agreements, internet CDs through Qwickrate, the Federal Reserve discount window,
State of West Virginia CD auctions, and federal funds purchased through the Federal Reserve. Limits have been set as to how much
MVB will utilize each identified source. The Bank currently is taking advantage of all of the above, with the exception of federal
funds purchased and the discount window. This allows the Bank to lower funding costs slightly while documenting the availability
of each.
Current Economic Conditions
The current economic climate in
West Virginia, and, in particular, in the five counties in which the Company and the Bank focuses possess better economic climates
than the general national climate. Unemployment in the United States was 8.1% in February 2013 and 8.7% in February 2012. The unemployment
levels in the five counties MVB operates in were as follows: Berkeley County unemployment was 7.0% in February 2013, compared to
8.8% in February 2012. Harrison County’s unemployment rate for February 2013 was 6.6% versus 6.8% in February 2012. Jefferson
County’s unemployment rate improved from 5.9% in February 2012 to 5.1% in February 2013 and Marion County’s unemployment
rate declined slightly from 6.6% in February of 2012 to 6.7% in February of 2013. Monongalia County’s unemployment rate decreased
from 5.2% in February of 2012 to 4.9% in February of 2013. The numbers from all five counties continue to be significantly better
than the national numbers.
The Company and the Bank nonperforming
loan information supports the fact that the West Virginia economy has not suffered as much as that of the nation as a whole. Nonperforming
loans to total loans were 0.66% in March of 2013 versus 1.10% in March of 2012 and charge offs to total loans were 0.11% and 0.13%
for each period respectively. The Company and the Bank continue to closely monitor economic and delinquency trends.
Capital/Stockholders’
Equity
The Company and the Bank have
financed operations and growth over the years through the sale of equity. These equity sales have resulted in an effective source
of capital.
In late December 2012 the Company
began a confidential offering to accredited investors that resulted in the issuance of 1,132,527 shares of common stock totaling
$27.2 million in additional capital. This offering was completed during March of 2013.
At March 31, 2013, accumulated
other comprehensive (loss) totaled $(1,516) compared to $(1,495) at December 31, 2012.
Treasury stock shares totaled
51,077 shares.
The primary source of funds for
dividends to be paid by the Company are dividends received by the Company from the Bank. Dividends paid by the Bank are subject
to restrictions by banking regulations. The most restrictive provision requires regulatory approval if dividends declared in any
year exceed that year’s retained net profits, as defined, plus the retained net profits, as defined, of the two preceding
years.
Bank regulators have established
“risk-based” capital requirements designed to measure capital adequacy. Risk-based capital ratios reflect the relative
risks of various assets banks hold in their portfolios. A weight category of 0% (lowest risk assets), 20%, 50%, or 100% (highest
risk assets) is assigned to each asset on the balance sheet. Detailed information concerning MVB’s risk-based capital ratios
can be found in Note 14 of the Notes to the Consolidated Financial Statements of the Company’s 2012 Form 10-K and amended
2012 Form 10-K/A. At March 31, 2013, the Company’s and the Bank’s risk-based capital ratios exceeded the minimum standards
for a well capitalized financial institution.
Commitments
In the normal course of business,
the Bank is party to financial instruments with off-balance sheet risk necessary to meet the financing needs of customers and to
manage its own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit. The
instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance
sheets. The contract or notional amounts of these instruments express the extent of involvement the bank has in these financial
instruments.
Loan commitments are made to accommodate
the financial needs of the Bank’s customers. The Bank uses the same underwriting standards in making commitments and conditional
obligations as it does for on-balance sheet instruments. The amount of collateral obtained is based on management's credit evaluation
of the customer. Collateral held varies, but may include accounts receivable, inventory, property, plant, and equipment, and income-producing
commercial properties. The total amount of loan commitments outstanding at March 31, 2013 and December 31, 2012 was $44.9 million
and $62.4 million, respectively.
Market Risk
There have been no material changes
in market risks faced by the Company since December 31, 2012. For information regarding the Company’s market risk, refer
to the Company’s Annual Report to Shareholders for the year ended December 31, 2012.
Effects of Inflation on Financial
Statements
Substantially all of the Bank’s
assets relate to banking and are monetary in nature. Therefore, they are not impacted by inflation to the same degree as companies
in capital-intensive industries in a replacement cost environment. During a period of rising prices, a net monetary asset position
results in loss in purchasing power and conversely a net monetary liability position results in an increase in purchasing power.
In the banking industry, typically monetary assets exceed monetary liabilities. Therefore as prices increase, financial institutions
experience a decline in the purchasing power of their net assets.
Future Outlook
The
Company’s and the Bank’s results of operations in the first quarter of 2013 are an improvement over the first quarter
of 2012 mainly due to the improvement in net interest income and loans held for sale income, the result of the PMG acquisition.
The Company’s emphasis in future periods will be to do those things that have made the bank successful thus far. The critical
challenge for the bank in the future is to attract core deposits to fund growth in the new markets through continued delivery of
the most outstanding customer service with the highest quality products and technology.