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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2023
or
☐ TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________.
Commission File Number: 001-38314
MVB Financial Corp.
(Exact name of registrant as specified in its charter)
West Virginia						20-0034461
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
301 Virginia Avenue, Fairmont, WV						26554
(Address of principal executive offices)						(Zip Code)
(304) 363-4800
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $1.00 par value

MVBF

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Accelerated filer ☒

Non-accelerated filer ☐

Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date:

As of August 7, 2023, there were 12,719,823 shares of our common stock outstanding with a par value of $1.00 per share.

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TABLE OF CONTENTS

						Page
PART I			FINANCIAL INFORMATION			5
Item 1			Financial Statements			5
			Consolidated Balance Sheets			5
			Consolidated Statements of Income			6
			Consolidated Statements of Comprehensive Income			8
			Consolidated Statements of Changes in Stockholders’ Equity			9
			Consolidated Statements of Cash Flows			11
			Notes to the Consolidated Financial Statements			13
Item 2			Management’s Discussion and Analysis of Financial Condition and Results of Operations			51
Item 3			Quantitative and Qualitative Disclosures About Market Risk			65
Item 4			Controls and Procedures			65
PART II			OTHER INFORMATION			66
Item 1			Legal Proceedings			66
Item 1A			Risk Factors			66
Item 2			Unregistered Sales of Equity Securities and Use of Proceeds			66
Item 3			Defaults Upon Senior Securities			66
Item 4			Mine Safety Disclosures			66
Item 5			Other Information			66
Item 6			Exhibits			67
			SIGNATURES			68

2

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Forward-Looking Statements:

Statements in this Quarterly Report on Form 10-Q, other than statements that are based on historical data, are “forward-looking statements” 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 the Company and its subsidiaries (collectively, “we,” “our,” or “us”), including the MVB Bank, Inc. (the “Bank”), and statements preceded by, followed by or that include the words “may,” “could,” “should,” “would,” “will,” “believe,” “anticipate,” “estimate,” “target,” “expect,” “intend,” “plan,” “projects,” “outlook” or the negative of those terms or similar expressions.

These forward-looking statements are not guarantees of future performance, nor should they be relied upon as representing our view as of any subsequent date. Forward-looking statements involve significant risks and uncertainties (both known and unknown) and actual results may differ materially from those presented, either expressed or implied, including, but not limited to, those presented in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations. Factors that might cause such differences include, but are not limited to:

l			industry factors and general economic and political conditions and events (such as economic slowdowns or recessions, volatility of market interest rates and inflation) nationally and in the markets in which we operate;
l			changes in financial market conditions in areas in which we conduct operations, including, without limitation, changes in deposit flows, the cost of funds, reduced rates of business formation and growth, commercial and residential real estate development and real estate prices;
l			interest rate fluctuations in response to economic conditions and the policies of various governmental and regulatory agencies;
l			legislative or regulatory changes, including the possibility of increased oversight due to the evolving nature and complexity of our business model and heightened regulatory scrutiny in financial technology (“FinTech”) and banking-as-a-service sectors, and our ability to recruit and retain employees with industry expertise to comply with such legislation and regulatory scrutiny;
l			the impacts related to or resulting from recent bank failures and other volatility, which could affect the ability of depository institutions, including us, to attract and retain depositors, which could adversely affect our liquidity, business, financial condition and results of operations.
l			our ability to adapt to technological change and to successfully execute business plans, manage risks and achieve objectives, including strategies related to investments in FinTech;
l			market, economic, operational, liquidity, credit and interest rate risks associated with our business;
l			changes, volatility and disruption in local, national and international political and economic conditions, including, without limitation, major developments such as wars, natural disasters, epidemics and pandemics, military actions, terrorist attacks and geopolitical conflict, including the continuing escalation and conflict in Ukraine;
l			climate change, severe weather and natural disasters, which could have a material adverse effect on our business, financial condition and results of operations;
l			changes in the economy and any governmental or societal responses to global health crises and pandemics, which could directly or indirectly impact credit quality trends and the ability to generate loans and gather deposits;
l			unanticipated changes in our liquidity position, including, but not limited to, changes in access to sources of liquidity and capital to address our liquidity needs;
l			concentration risk in our deposit base, including risk of losing large clients and concentration in certain industries, such as gaming deposits;
l			the quality and composition of our loan and securities portfolios;
l			our ability to successfully conduct acquisitions and integrate acquired businesses and potential difficulties in expanding businesses in existing and new markets;
l			our ability to successfully manage credit risk and the sufficiency of allowance for credit losses;
l			increases in the levels of losses, customer bankruptcies, bank failures, claims and assessments;
l			changes in government legislation and accounting policies, including the Dodd-Frank Act and Economic Growth, Regulatory Relief and Consumer Protection Act (“EGRRCPA”);
l			uncertainty about the transition away from the London Inter-bank Offered Rate (“LIBOR”) and to the Secured Overnight Financing Rate (“SOFR”) as the primary interest rate benchmark;
l			competition and consolidation in the financial services industry;
l			new legal claims against us, including litigation, arbitration and proceedings brought by governmental or self-regulatory agencies or changes in existing legal matters;

3

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l			risks associated with the termination of the merger agreement with Integrated Financial Holdings, Inc., including impact on the market price of our common stock, ability to retain customers, litigation, reputational and regulatory risks, as well as potential adverse reactions from customers, business partners and others resulting from the termination;
l			changes in consumer spending and savings habits, including demand for loan products and deposit flow;
l			increased competitive challenges and expanding product and pricing pressures among financial institutions and non-bank financial companies;
l			risks related to our dependence on our information technology and telecommunications systems and the potential for any system failures or interruptions, as well as operational risks or risk management failures by us or critical third parties, including without limitation, with respect to data processing, information systems, technological changes, vendor problems, business interruptions and fraud risk;
l			increasing risk of continually evolving, sophisticated cybersecurity activities faced by financial institutions and others, including third-party vendors and other entities that we rely on, that could result in, among other things, theft, loss, misuse or disclosure of confidential client, customer or corporate information or assets and a disruption of computer, software or network systems and the potential impact from such risks, including reputational damage, regulatory penalties, loss of revenues, additional costs (including repair, remediation and other costs), exposure to litigation and other financial losses;
l			risks, uncertainties and losses involved with the developing digital assets industry, including the evolving regulatory framework;
l			failure or circumvention of internal controls;
l			increased emphasis by regulators on federal and state consumer protection laws that extensively govern customer relationships;
l			changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board (“FASB”) or regulatory agencies, including the impact of adopting the current expected credit losses standard; and
l			costs of deposit insurance and changes with respect to Federal Deposit Insurance Corporation (“FDIC”) insurance coverage levels.

Further, we urge you to carefully review and consider the cautionary statements and disclosures, specifically those made in Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”), filed with the Securities and Exchange Commission (“SEC”) on March 16, 2023, and from time to time, in our other filings with the SEC. Actual results may differ materially from those expressed in or implied by any forward-looking statement. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Except to the extent required by law, we undertake no obligation to update any forward-looking statements in order to reflect any event or circumstance occurring after the date of this report or currently unknown facts or conditions or the occurrence of unanticipated events. All forward-looking statements are qualified in their entirety by this cautionary statement.

REFERENCES

Unless the context otherwise requires, references in this report to “MVB Financial,” “MVB,” the “Company,” “we,” “us,” “our,” and “ours” refer to the registrant, MVB Financial Corp., and its subsidiaries consolidated for the purposes of its financial statements.

4

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PART I – FINANCIAL INFORMATION

Item 1 – Financial Statements

MVB Financial Corp. and Subsidiaries

Consolidated Balance Sheets

(Dollars in thousands, except per share data)

						June 30, 2023						December 31, 2022
						(Unaudited)						(Audited)
ASSETS
Cash and cash equivalents:
Cash and due from banks						$	8,278					$	5,290
Interest-bearing balances with banks						447,557						34,990
Total cash and cash equivalents						455,835						40,280
Investment securities available-for-sale						329,137						379,814
Equity securities						41,082						38,744
Loans held-for-sale						7,009						23,126
Loans receivable						2,312,387						2,372,645
Allowance for credit losses						(30,294)						(23,837)
Loans receivable, net						2,282,093						2,348,808
Premises and equipment, net						22,407						23,630
Bank-owned life insurance						43,746						43,239
Equity method investments						76,413						76,223
Accrued interest receivable and other assets						91,287						87,833
Assets from discontinued operations						—						4,315
Goodwill						2,838						2,838
TOTAL ASSETS						$	3,351,847					$	3,068,850
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Noninterest-bearing						$	987,555					$	1,231,544
Interest-bearing						1,971,384						1,338,938
Total deposits						2,958,939						2,570,482
Accrued interest payable and other liabilities						31,564						36,112
Repurchase agreements						4,798						10,037
FHLB and other borrowings						—						102,333
Subordinated debt						73,414						73,286
Senior term loan						8,835						9,765
Liabilities from discontinued operations						—						5,444
Total liabilities						3,077,550						2,807,459
STOCKHOLDERS’ EQUITY
Common stock - par value $1; 40,000,000 and 20,000,000 shares authorized as of June 30, 2023 and December 31, 2022, respectively; 13,567,839 and 12,719,823 shares issued and outstanding, respectively, as of June 30, 2023 and 13,466,281 and 12,618,265 shares issued and outstanding, respectively, as of December 31, 2022						13,568						13,466
Additional paid-in capital						158,572						157,152
Retained earnings						153,414						144,911
Accumulated other comprehensive loss						(34,464)						(37,704)
Treasury stock - 848,016 shares as of June 30, 2023 and December 31, 2022, at cost						(16,741)						(16,741)
Total equity attributable to parent						274,349						261,084
Noncontrolling interest						(52)						307
Total stockholders' equity						274,297						261,391
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY						$	3,351,847					$	3,068,850

See accompanying notes to unaudited consolidated financial statements.

5

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MVB Financial Corp. and Subsidiaries

Consolidated Statements of Income

(Unaudited) (Dollars in thousands, except per share data)

						Three Months Ended June 30,												Six Months Ended June 30,
						2023						2022						2023						2022
INTEREST INCOME
Interest and fees on loans						$	39,321					$	25,837					$	78,016					$	47,285
Interest on deposits with banks						5,542						313						8,695						540
Interest on investment securities						1,229						838						3,077						1,486
Interest on tax-exempt loans and securities						939						1,102						2,006						2,041
Total interest income						47,031						28,090						91,794						51,352
INTEREST EXPENSE
Interest on deposits						16,450						661						26,603						1,317
Interest on short-term borrowings						—						9						888						14
Interest on subordinated debt						801						760						1,600						1,513
Interest on senior term loan						198						—						392						—
Total interest expense						17,449						1,430						29,483						2,844
NET INTEREST INCOME						29,582						26,660						62,311						48,508
Provision (release of allowance) for credit losses						(4,235)						5,100						341						6,380
Net interest income after provision (release of allowance) for credit losses						33,817						21,560						61,970						42,128
NONINTEREST INCOME
Payment card and service charge income						3,503						4,015						7,113						6,657
Insurance and investment services income						78						218						170						472
Gain (loss) on sale of available-for-sale securities, net						—						—						(1,536)						650
Gain (loss) on sale of equity securities, net						(294)						100						(294)						100
Loss on derivatives, net						—						—						(100)						—
Gain (loss) on sale of loans, net						(989)						1,405						(1,345)						2,488
Holding gain (loss) on equity securities						160						(26)						(148)						(85)
Compliance and consulting income						996						1,180						2,012						2,414
Equity method investments income						1,873						549						680						1,687
Loss on divestiture activity						(986)						—						(986)						—
Equity method investments gain						—						71						—						1,874
Other operating income						2,078						1,872						3,920						2,406
Total noninterest income						6,419						9,384						9,486						18,663
NONINTEREST EXPENSES
Salaries and employee benefits						15,746						16,585						32,492						32,312
Occupancy expense						1,090						907						1,882						1,879
Equipment depreciation and maintenance						1,451						1,252						2,908						2,464
Data processing and communications						1,118						1,055						2,266						2,071
Professional fees						3,948						3,726						6,899						7,743
Insurance, tax and assessment expense						1,131						614						2,035						1,150
Travel, entertainment, dues and subscriptions						2,137						2,045						4,059						3,713
Other operating expenses						3,661						1,788						6,058						3,897
Total noninterest expense						30,282						27,972						58,599						55,229
Income before income taxes						9,954						2,972						12,857						5,562

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Income taxes						1,956						699						2,421						1,379
Net income from continuing operations						7,998						2,273						10,436						4,183
Income from discontinued operations before income taxes						—						678						11,831						1,664
Income taxes from discontinued operations						—						160						3,049						385
Net income from discontinued operations						—						518						8,782						1,279
Net income						7,998						2,791						19,218						5,462
Net loss attributable to noncontrolling interest						114						165						236						358
Net income attributable to parent						$	8,112					$	2,956					$	19,454					$	5,820
Earnings per share from continuing operations - basic						$	0.64					$	0.20					$	0.84					$	0.37
Earnings per share from discontinued operations - basic						$	—					$	0.04					$	0.69					$	0.11
Earnings per common shareholder - basic						$	0.64					$	0.24					$	1.54					$	0.48
Earnings per share from continuing operations - diluted						$	0.63					$	0.19					$	0.82					$	0.35
Earnings per share from discontinued operations - diluted						$	—					$	0.04					$	0.68					$	0.10
Earnings per common shareholder - diluted						$	0.63					$	0.23					$	1.50					$	0.45
Weighted-average shares outstanding - basic						12,689,669						12,176,805						12,656,698						12,135,223
Weighted-average shares outstanding - diluted						12,915,294						12,895,581						12,959,725						12,870,892

See accompanying notes to unaudited consolidated financial statements.

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MVB Financial Corp. and Subsidiaries

Consolidated Statements of Comprehensive Income

(Unaudited) (Dollars in thousands)

						Three Months Ended June 30,												Six Months Ended June 30,
						2023						2022						2023						2022
Net income before noncontrolling interest						$	7,998					$	2,791					$	19,218					$	5,462
Other comprehensive income (loss):
Unrealized holding gains (losses) on securities available-for-sale						(5,381)						(16,631)						2,323						(34,150)
Reclassification adjustment for gain (loss) recognized in income						294						—						1,830						(650)
Change in defined benefit pension plan						371						320						343						689
Reclassification adjustment for amortization of net actuarial loss recognized in income						29						107						58						214
Reclassification adjustment for carrying value adjustment - investment hedge recognized in income						45						(187)						(289)						(197)
Other comprehensive income (loss), before tax						(4,642)						(16,391)						4,265						(34,094)
Income taxes related to items of other comprehensive income (loss):
Unrealized holding gains (losses) on securities available-for-sale						1,294						4,194						(558)						8,298
Reclassification adjustment for gain (loss) recognized in income						(71)						—						(440)						152
Change in defined benefit pension plan						(89)						(81)						(82)						(167)
Reclassification adjustment for amortization of net actuarial loss recognized in income						(7)						(27)						(14)						(52)
Reclassification adjustment for carrying value adjustment - investment hedge recognized in income						(11)						47						69						49
Income taxes related to items of other comprehensive income (loss):						1,116						4,133						(1,025)						8,280
Total other comprehensive income (loss), net of tax						(3,526)						(12,258)						3,240						(25,814)
Comprehensive income attributable to noncontrolling interest						114						165						236						358
Comprehensive income (loss)						$	4,586					$	(9,302)					$	22,694					$	(19,994)

See accompanying notes to unaudited consolidated financial statements.

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MVB Financial Corp. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited) (Dollars in thousands except per share data)

												Common stock												Additional paid-in capital						Retained earnings						Accumulated other comprehensive income (loss)						Treasury stock												Total stockholders' equity attributable to parent						Noncontrolling interest						Total stockholders' equity
															Shares																											Amount			Shares																								Amount
Balance at December 31, 2022																		13,466,281						$	13,466					$	157,152					$	144,911					$	(37,704)					848,016						$	(16,741)					$	261,084					$	307					$	261,391
Net income (loss)																		—						—						—						11,342						—						—						—						11,342						(122)						11,220
Other comprehensive income																		—						—						—						—						6,766						—						—						6,766						—						6,766
Dividends on common stock ($0.17 per share)																		—						—						—						(2,146)						—						—						—						(2,146)						—						(2,146)
Impact of adopting ASC 326, net of tax																		—						—						—						(6,642)						—						—						—						(6,642)						—						(6,642)
Stock-based compensation																		—						—						831						—						—						—						—						831						—						831
Stock-based compensation related to equity method investments																		—						—						69						—						—						—						—						69						—						69
Common stock options exercised																		4,450						4						66						—						—						—						—						70						—						70
Restricted stock units vested																		43,882						44						(44)						—						—						—						—						—						—						—
Minimum tax withholding on restricted stock units issued																		(13,416)						(13)						(230)						—						—						—						—						(243)						—						(243)
Balance at March 31, 2023																		13,501,197						$	13,501					$	157,844					$	147,465					$	(30,938)					848,016						$	(16,741)					$	271,131					$	185					$	271,316
Net income (loss)																		—						—						—						8,112						—						—						—						8,112						(114)						7,998
Other comprehensive loss																		—						—						—						—						(3,526)						—						—						(3,526)						—						(3,526)
Dividends on common stock ($0.17 per share)																		—						—						—						(2,163)						—						—						—						(2,163)						—						(2,163)
Stock-based compensation																		—						—						792						—						—						—						—						792						—						792
Stock-based compensation related to equity method investments																		—						—						104						—						—						—						—						104						—						104
Common stock options exercised																		3,000						3						40						—						—						—						—						43						—						43
Restricted stock units vested																		86,520						87						(87)						—						—						—						—						—						—						—
Minimum tax withholding on restricted stock units issued																		(22,878)						(23)						(415)						—						—						—						—						(438)						—						(438)
Redemption of noncontrolling interest																		—						—						294						—						—						—						—						294						(123)						171
Balance at June 30, 2023																		13,567,839						$	13,568					$	158,572					$	153,414					$	(34,464)					848,016						$	(16,741)					$	274,349					$	(52)					$	274,297

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												Common stock												Additional paid-in capital						Retained earnings						Accumulated other comprehensive income (loss)						Treasury stock												Total stockholders' equity attributable to parent						Noncontrolling interest						Total stockholders' equity
															Shares																											Amount			Shares																								Amount
Balance at December 31, 2021																		12,934,966						$	12,935					$	143,521					$	138,219					$	(3,606)					848,016						$	(16,741)					$	274,328					$	975					$	275,303
Net income (loss)																		—						—						—						2,864						—						—						—						2,864						(193)						2,671
Other comprehensive loss																		—						—						—						—						(13,556)						—						—						(13,556)						—						(13,556)
Dividends on common stock ($0.17 per share)																		—						—						—						(2,059)						—						—						—						(2,059)						—						(2,059)
Stock-based compensation																		—						—						674						—						—						—						—						674						—						674
Stock-based compensation related to equity method investments																		—						—						104						—						—						—						—						104						—						104
Common stock options exercised																		56,174						56						669						—						—						—						—						725						—						725
Balance at March 31, 2022																		12,991,140						$	12,991					$	144,968					$	139,024					$	(17,162)					848,016						$	(16,741)					$	263,080					$	782					$	263,862
Net income (loss)																		—						—						—						2,956						—						—						—						2,956						(165)						2,791
Other comprehensive loss																		—						—						—						—						(12,258)						—						—						(12,258)						—						(12,258)
Dividends on common stock ($0.17 per share)																		—						—						—						(2,076)						—						—						—						(2,076)						—						(2,076)
Stock-based compensation																		—						—						757						—						—						—						—						757						—						757
Stock-based compensation related to equity method investments																		—						—						173						—						—						—						—						173						—						173
Common stock options exercised																		30,200						30						362						—						—						—						—						392						—						392
Restricted stock units vested																		73,300						73						(73)						—						—						—						—						—						—						—
Minimum tax withholding on restricted stock units issued																		(17,596)						(17)						(674)						—						—						—						—						(691)						—						(691)
Stock purchase from noncontrolling interest																		—						—						(33)						—						—						—						—						(33)						(7)						(40)
Balance at June 30, 2022																		13,077,044						$	13,077					$	145,480					$	139,904					$	(29,420)					848,016						$	(16,741)					$	252,300					$	610					$	252,910

See accompanying notes to unaudited consolidated financial statements.

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MVB Financial Corp. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited) (Dollars in thousands)

						Six Months Ended June 30,
						2023						2022
OPERATING ACTIVITIES
Net income before noncontrolling interest						$	19,218					$	5,462
Adjustments to reconcile net income to net cash from operating activities:
Net amortization and accretion of investments						988						1,320
Net amortization of deferred loan costs						831						1,269
Provision for credit losses						341						6,380
Depreciation and amortization						2,683						1,780
Stock-based compensation						1,623						1,431
Stock-based compensation related to equity method investments						173						277
Loans originated for sale						(402)						(28,308)
Proceeds of loans held-for-sale sold						23,562						45,361
Holding loss on equity securities						148						85
(Gain) loss on sale of available-for-sale securities, net						1,536						(650)
(Gain) loss on sale of equity securities, net						294						(100)
Gain on sale of loans held-for-sale						(154)						(2,488)
Loss on sale of loans held for investment						1,499						—
Gain on sale of discontinued operations						(11,800)						—
Loss on divestiture activity						986						—
Gain on sale of other real estate owned						(138)						(2)
Income on bank-owned life insurance						(507)						(487)
Deferred income taxes						59						12
Equity method investments income						(680)						(1,687)
Equity method investments gain						—						(1,874)
Return on equity method investments						308						3,775
Other assets						(6,552)						(19,913)
Other liabilities						(3,403)						(22,188)
Net cash from operating activities						30,613						(10,545)
INVESTING ACTIVITIES
Purchases of available-for-sale investment securities						(60,425)						(67,867)
Net maturities/paydowns of available-for-sale investment securities						55,791						14,874
Sales of available-for-sale investment securities						54,531						60,635
Purchases of premises and equipment						(1,213)						(2,109)
Disposals of premises and equipment						425						—
Net change in loans						55,030						(374,878)
Proceeds of loans held for investment sold						9,502						—
Purchases of restricted bank stock						—						(2,962)
Redemptions of restricted bank stock						—						2,325
Proceeds from maturities of certificates of deposit with banks						—						2,223
Proceeds from sale of other real estate owned						385						1,004
Purchase of equity securities						(300)						(2,859)
Proceeds from sale of equity securities						206						1,100
Net cash transferred for sale of discontinued operations						(3,935)						—
Net cash transferred in divestiture activity						(8)						—
Net cash from investing activities						109,989						(368,514)
FINANCING ACTIVITIES
Net increase in deposits						388,457						237,365
Net change in repurchase agreements						(5,239)						(233)
Net change in FHLB and other borrowings						(102,333)						—
Principal payments on senior term loan						(956)						—
Common stock options exercised						113						1,117
Withholding cash issued in lieu of restricted stock						(680)						(691)
Cash dividends paid on common stock						(4,309)						(4,135)

11

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Redemption of noncontrolling interest						(100)						—
Stock purchase from noncontrolling interest						—						(40)
Net cash from financing activities						274,953						233,383
Net change in cash and cash equivalents						415,555						(145,676)
Cash and cash equivalents, beginning of period						40,280						307,437
Cash and cash equivalents, end of period						$	455,835					$	161,761
Cash payments for:
Interest on deposits, repurchase agreements and borrowings						$	30,233					$	3,450
Income taxes						10,235						316
Supplemental disclosure of cash flow information:
Change in unrealized holding losses on securities available-for-sale						4,154						36,355
Restricted stock units vested						131						73
Employee stock-based compensation tax withholding obligations						(36)						(17)
Impact of adopting ASC 326, net of tax						6,642						—
Creation of servicing assets from loan sales						406						—
Loans transferred to loans held-for-sale						7,909						7,957

See accompanying notes to unaudited consolidated financial statements.

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Notes to the Consolidated Financial Statements

Note 1 – Nature of Operations and Basis of Presentation

Business and Organization

MVB Financial Corp. is a financial holding company organized in 2003 as a West Virginia corporation that operates principally through its wholly-owned subsidiary, MVB Bank, Inc. (the “Bank”). The Bank’s consolidated subsidiaries include MVB Edge Ventures, LLC (“Edge Ventures”), Paladin Fraud, LLC (“Paladin Fraud”) and MVB Insurance, LLC, (“MVB Insurance”). The Bank owns a controlling interest in Trabian Technology, Inc. (“Trabian”). Edge Ventures wholly-owns Victor Technologies, Inc. (“Victor”) and MVB Technology, LLC ("MVB Technology"). The Bank also owns an equity method investment in Intercoastal Mortgage Company, LLC (“ICM”) and MVB Financial Corp. owns equity method investments in Warp Speed Holdings, LLC (“Warp Speed”) and Ayers Socure II, LLC (“Ayers Socure II”).

Edge Ventures serves as a management company providing oversight, alignment and structure for MVB’s Fintech companies and allocates resources to help incubate venture businesses and technologies acquired and developed by MVB.

Through our professional services entities, which include Paladin Fraud and Trabian, we provide consulting solutions to assist Fintech and corporate clients in building digital products and meeting their fraud defense needs.

In February 2023, we completed the sale of the Bank’s wholly-owned subsidiary, ProCo Global, Inc. (“Chartwell,” which does business under the registered trade name Chartwell Compliance). In May 2023, MVB entered into an agreement with Flexia, to facilitate the divestiture of MVB’s interests in the ongoing business of Flexia. Refer to Note 14 – Acquisition & Divestiture Activity.

We conduct a wide range of business activities through the Bank, primarily commercial and retail (“CoRe”) banking services, as well as Fintech banking.

CoRe Banking

We offer our customers a full range of products and services including:

l			Various demand deposit accounts, savings accounts, money market accounts and certificates of deposit;
l			Commercial, consumer and real estate mortgage loans and lines of credit;
l			Debit cards;
l			Cashier’s checks;
l			Safe deposit rental facilities; and
l			Non-deposit investment services offered through an association with a broker-dealer.

Fintech Banking

We provide innovative strategies to independent banking and corporate clients throughout the United States. Our dedicated Fintech team specializes in providing banking services to corporate Fintech clients, with a primary focus on operational risk management and compliance. Managing banking relationships with clients in the payments, digital savings, digital assets, crowd funding, lottery and gaming industries is complex, from both an operational and regulatory perspective. We believe that the complexity of serving these industries causes them to be underserved with quality banking services and provides us with a significantly expanded pool of potential customers. When serviced in a safe and efficient manner, we believe these industries provide a source of stable, lower cost deposits and noninterest, fee-based income. We thoroughly analyze each industry in which our customers operate, as well as any new products or services provided, from both an operational and regulatory perspective.

Principles of Consolidation and Basis of Presentation

The financial statements are consolidated to include the accounts of MVB and its subsidiaries, including the Bank and the Bank’s subsidiaries. In our opinion, the accompanying consolidated financial statements contain all normal recurring adjustments necessary for a fair presentation of our financial statements for interim periods in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with instructions for Form 10-Q and Article 10 of Regulation S-X of the SEC. All significant intercompany accounts and transactions have been eliminated in consolidated financial statements.

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Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted. The consolidated balance sheet as of December 31, 2022 has been derived from audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”). The information presented in this Quarterly Report on Form 10-Q should be read in conjunction with our audited consolidated financial statements and notes thereto included in the 2022 Form 10-K. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

Wholly-owned investments or investments in which we have a controlling financial interest, whether majority owned or in certain circumstances a minority interest, are required to be consolidated into our financial statements. We evaluate investments in entities on an ongoing basis to determine the need to consolidate.

The Bank owns an 80.8% interest in Trabian, which grants us a controlling interest. Accordingly, we are required to consolidate 100% of Trabian within the consolidated financial statements. The remaining interests of Trabian are accounted for separately as noncontrolling interest within our consolidated financial statements. Noncontrolling interest represents the portion of ownership and profit or loss that is attributable to the minority owners of these entities.

Unconsolidated investments where we have the ability to exercise significant influence over the operating and financial policies of the respective investee are accounted for using the equity method of accounting. Those investments that are not consolidated or accounted for using the equity method of accounting are accounted for under cost or fair value accounting. For investments accounted for under the equity method, we record our investment in non-consolidated affiliates and the portion of income or loss in equity in earnings of non-consolidated affiliates. We periodically evaluate these investments for impairment. As of June 30, 2023, we held three equity method investments.

Preparation of our consolidated financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates are based upon the best available information and actual results could differ from those estimates. An estimate that is particularly significant to the consolidated financial statements relates to the determination of the allowance for credit losses (“ACL”) and the allowance for loan losses (“ALL”) for current and previous periods, respectively.

In certain instances, amounts reported in prior periods’ consolidated financial statements have been reclassified to conform to the current presentation.

We have evaluated subsequent events for potential recognition and/or disclosure through the date these consolidated financial statements were issued.

Recent Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments provide optional expedients and exceptions for certain contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of rate reform. In December 2022, the FASB issued ASC 2022-06, Deferral of the Sunset Date of Topic 848, which extends the sunset date of Topic 848 from December 31, 2022, to December 31, 2024. The guidance permits entities to not apply modification accounting or remeasure lease payments in lease contracts if the changes to the contract are related to the discontinuation of the reference rate. If certain criteria are met, the amendments also allow exceptions to the de-designation criteria of the hedging relationship and the assessment of hedge effectiveness during the transition period. In January 2021, ASU 2021-01 was issued by the FASB and clarifies that certain exceptions in reference rate reform apply to derivatives that are affected by the discounting transition. As of June 30, 2023, all loans and other relevant financial instruments that referenced LIBOR have been transitioned to the secured overnight financing rate (“SOFR”).

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security, and therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot recognize and measure a contractual sale restriction as a separate unit of account and require additional disclosures related to equity securities with contractual sale restrictions. The amendment is effective for fiscal years beginning after December 15, 2023. We do not currently expect these amendments to have a material impact our consolidated financial statements.

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In March 2023, the FASB issued ASU 2023-02, Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structure Using the Proportional Amortization Method. The amendments allow registrants the option to apply the proportional amortization method to account for all types of investments in tax credit structures if certain conditions are met. Prior to these amendments, the option to use the proportional amortization method was limited to only investments in low-income-housing tax credit structures. Under the proportional amortization method, entities amortize the initial cost of the investment in proportion to the income tax credits and other income tax benefits received and recognize the net amortization and income tax credits and other benefits in the income statement as a component of income tax expense or benefit. The amendment is effective for fiscal years beginning after December 15, 2023. We do not currently expect these amendments to have a material impact on our consolidated financial statements.

Adoption of New Accounting Pronouncement

In January 2023, we adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and subsequent amendments to the initial guidance: ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, ASU 2019-05, Financial Instruments – Credit Losses, Topic 326, ASU 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses and ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures all of which clarify codification and correct unintended application of the guidance. Collectively, upon adoption, these updates comprise Accounting Standards Codification Topic 326 Financial Instruments - Credit Losses ("ASC 326"). The new guidance replaces the incurred loss impairment methodology in current U.S. GAAP with an expected credit loss methodology and requires consideration of a broader range of information to determine credit loss estimates. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. Purchased credit deteriorated (“PCD”) loans will receive an allowance account at the acquisition date that represents a component of the purchase price allocation. Credit losses relating to available-for-sale debt securities will be recorded through an allowance for credit losses, with such allowance limited to the amount by which fair value is below amortized cost. We formed a cross-functional implementation team. This cross-functional team has completed testing the model and has executed the implementation plan, which included assessment and documentation of processes, internal controls and data sources; model testing and documentation; and system configuration, among other things. We completed the process of implementing a third-party vendor solution to assist us in the application of this standard. Adoption of this pronouncement resulted in an increase in the ACL as a result of changing from an “incurred loss” model, which encompasses allowances for current known and inherent losses within the portfolio, to an “expected loss” model, which encompasses allowances for losses expected to be incurred over the life of the portfolio.

On January 1, 2023, we adopted ASU 2016-13 using the modified retrospective method for loans, leases and off-balance sheet credit exposures. Adoption of this guidance resulted in a $10.0 million increase in the ACL, comprised of increases in the ACL for loans of $8.9 million and the ACL for unfunded commitments of $1.1 million, with $1.2 million of the increase reclassified from the amortized cost basis of PCD financial assets. This increase was offset by $2.1 million related to tax effect, resulting in a cumulative adjustment to retained earnings of $6.6 million. Results for reporting periods beginning after January 1, 2023 are presented under ASU 2016-13 while prior period amounts continue to be reported in accordance with the incurred loss model.

The ACL for the majority of the Bank's loans and leases was calculated using a discounted cash flow methodology applied at a loan level with a one-year reasonable and supportable forecast period and a one-year straight-line reversion period. The Bank’s current ACL fluctuates over time due to macroeconomic conditions and forecasts as well as the size and composition of the loan portfolios.

We adopted ASC 326 using the prospective transition approach for PCD assets that were previously classified as purchased credit impaired (“PCI”). In accordance with the pronouncement, management did not reassess whether PCI assets met the criteria of PCD assets as of the date of adoption. As mentioned above, the amortized cost basis of the PCD assets was adjusted to reflect the addition of $1.2 million to the ACL. The remaining noncredit discount (based on the adjusted amortized cost basis) is being accreted into interest income at a rate that approximates the effective interest rate beginning on January 1, 2023. With regard to PCD assets, because we elected to disaggregate the former PCI pools and no longer considers these pools to be the unit of account, contractually delinquent PCD loans are now being reported as nonaccrual loans using the same criteria as other loans.

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In addition to the aforementioned elections, we made the following elections at adoption:

l			to not measure an ACL for accrued interest receivable and instead elected to reverse interest income on those loans that are 90 days past due;
l			to exclude accrued interest receivable from the amortized cost basis of financial instruments subject to ASC 326 and to separately state the balance of accrued interest receivable and other assets on the consolidated balance sheet;
l			as a practical expedient, elected to use the fair value of collateral when determining the ACL for loans if repayment is expected to be provided substantially through the operation or sale of the collateral when the borrower is experiencing financial difficulty (collateral-dependent loans).
l			to update our troubled debt restructuring ("TDR") disclosures in accordance with ASU 2022-02, Financial Instruments - Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures, which eliminated the accounting guidance for TDRs for creditors.

In June 2023, we adopted ASU 2022-01, Fair Value Hedging – Portfolio Layer Method, upon entering into an interest rate swap to hedge the fair value of fixed rate mortgages included in a closed portfolio for changes in the SOFR benchmark interest rate component of the mortgages. This ASU amends the guidance in ASU 2017-12 and expands what it now calls the portfolio layer method (previously the last-of-layer method) to allow entities to hedge multiple layers of a closed portfolio of assets. It also allows for the use of an amortizing notional swap when entering into a portfolio layer method hedge. Thus, the interest rate swap is considered a hedge of a single layer of the closed portfolio of fixed rate loans. We applied this ASU to the derivatives we entered into during June 2023 as further described in Note 10 - Fair Value Measurements below. There were no instruments on the balance sheet that were subject to this ASU prior to June 2023.

Note 2 – Investment Securities

The following tables present amortized cost and fair values of investment securities available-for-sale as of the periods shown:

						June 30, 2023
(Dollars in thousands)						Amortized Cost						Unrealized Gain						Unrealized Loss						Fair Value
United States government agency securities						$	44,844					$	6					$	(6,376)					$	38,474
United States sponsored mortgage-backed securities						65,715						—						(11,349)						54,366
United States treasury securities						106,552						—						(8,523)						98,029
Municipal securities						136,352						4,232						(19,518)						121,066
Corporate debt securities						9,071						—						(170)						8,901
Other debt securities						7,500						—						—						7,500
Total debt securities						370,034						4,238						(45,936)						328,336
Other securities						801						—						—						801
Total investment securities available-for-sale						$	370,835					$	4,238					$	(45,936)					$	329,137

						December 31, 2022
(Dollars in thousands)						Amortized Cost						Unrealized Gain						Unrealized Loss						Fair Value
United States government agency securities						$	51,436					$	15					$	(6,637)					$	44,814
United States sponsored mortgage-backed securities						68,267						—						(11,696)						56,571
United States treasury securities						130,689						48						(9,828)						120,909
Municipal securities						157,842						2,412						(21,618)						138,636
Corporate debt securities						10,570						10						(20)						10,560
Other debt securities						7,500						—						—						7,500
Total debt securities						426,304						2,485						(49,799)						378,990
Other securities						824						—						—						824
Total investment securities available-for-sale						$	427,128					$	2,485					$	(49,799)					$	379,814

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The following table presents amortized cost and fair values of available-for-sale debt securities by contractual maturity as of the period shown:

						June 30, 2023
(Dollars in thousands)						Amortized Cost						Fair Value
Within one year						$	4,704					$	4,701
After one year, but within five years						112,082						103,496
After five years, but within ten years						39,867						35,626
After ten years						213,381						184,513
Total						$	370,034					$	328,336

The table above reflects contractual maturities. Actual results will differ as the loans underlying the mortgage-backed securities may be repaid sooner than scheduled.

Investment securities with a carrying value of $212.0 million and $91.3 million at June 30, 2023 and December 31, 2022, respectively, were pledged to secure public funds, repurchase agreements, and potential borrowings at the Federal Reserve discount window.

Our investment portfolio includes securities that are in an unrealized loss position as of June 30, 2023, the details of which are included in the following table. We evaluate available-for-sale debt securities to determine whether the unrealized loss is due to credit-related factors or non-credit-related factors. When determining the allowance for credit losses on securities, we consider 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, our 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.

Although these securities would result in a pre-tax loss of $45.9 million if sold at June 30, 2023, declines in the fair value of these securities can be traced to general market conditions, which reflect the prospect for the economy as a whole, rather than credit-related conditions. Therefore, we have no allowance for credit losses as of June 30, 2023.

The following tables show available-for-sale debt securities in an unrealized loss position for which an allowance for credit losses has not been recorded as of June 30, 2023 and December 31, 2022, aggregated by investment category and length of time that the individual securities have been in a continuous loss position:

						June 30, 2023
(Dollars in thousands)						Less than 12 months												12 months or more
Description and number of positions						Fair Value						Unrealized Loss						Fair Value						Unrealized Loss
United States government agency securities (25)						$	272					$	—					$	36,479					$	(6,376)
United States sponsored mortgage-backed securities (48)						2,362						(22)						52,004						(11,327)
United States treasury securities (23)						—						—						98,028						(8,523)
Municipal securities (155)						2,890						(6,810)						85,784						(12,708)
Corporate debt securities (7)						2,429						(142)						1,472						(28)
Total						$	7,953					$	(6,974)					$	273,767					$	(38,962)

						December 31, 2022
(Dollars in thousands)						Less than 12 months												12 months or more
Description and number of positions						Fair Value						Unrealized Loss						Fair Value						Unrealized Loss
United States government agency securities (32)						$	21,287					$	(1,937)					$	19,423					$	(4,700)
United States sponsored mortgage-backed securities (51)						6,953						(852)						49,618						(10,844)
United States treasury securities (29)						11,936						(130)						102,092						(9,698)
Municipal securities (173)						65,930						(7,507)						41,184						(14,111)
Corporate debt securities (3)						2,380						(20)						—						—
Total						$	108,486					$	(10,446)					$	212,317					$	(39,353)

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The following table summarizes investment sales, related gains and losses and unrealized holding gains for the periods shown:

						Three Months Ended June 30,												Six Months Ended June 30,
(Dollars in thousands)						2023						2022						2023						2022
Proceeds from sales of available-for-sale securities						$	—					$	—					$	54,531					$	60,635
Gains, gross						—						—						—						717
Losses, gross						—						—						1,536						67
Proceeds from sales of equity securities						$	206					$	1,100					$	206					$	1,100
Gain, gross						—						100						—						100
Losses, gross						294						—						294						—
Unrealized holding gains (losses) on equity securities						160						(26)						(148)						(85)

Note 3 – Loans and Allowance for Credit Losses

The following table presents the components of loans as of the periods shown:

(Dollars in thousands)						June 30, 2023						December 31, 2022
Commercial:
Business						$	845,107					$	851,072
Real estate						616,034						632,839
Acquisition, development and construction						106,906						126,999
Total commercial						$	1,568,047					$	1,610,910
Residential real estate						674,090						606,970
Home equity lines of credit						16,651						18,734
Consumer						51,766						131,566
Total loans, excluding PCI						2,310,554						2,368,180
Purchased credit impaired loans:
Residential real estate						—						2,482
Total purchased credit impaired loans						—						2,482
Total Loans						$	2,310,554					$	2,370,662
Deferred loan origination costs, net						1,833						1,983
Loans receivable						$	2,312,387					$	2,372,645

We currently manage our loan portfolios and the respective exposure to credit losses (credit risk) by the following specific portfolio segments. With the adoption of ASU 2016-13 on January 1, 2023, we modified our loan portfolio segmentation to be based primarily on call report codes, which are levels at which we develop and document our systematic methodology to determine the allowance for credit losses attributable to each respective portfolio segment. The ACL portfolio segments are aggregated into broader segments in order to present informative yet concise disclosures within this document, as follows:

Commercial business loans – Commercial business loans are made to provide funds for equipment and general corporate needs, as well as to finance owner-occupied real estate, and to finance future cash flows of Federal government lease contracts. Repayment of these loans primarily uses the funds obtained from the operation of the borrower’s business. Commercial business loans also include lines of credit that are utilized to finance a borrower’s short-term credit needs and/or to finance a percentage of eligible receivables and inventory. This segment includes both internally originated and purchased participation loans. Credit risk arises from the successful operation of the business, which may be affected by competition, rising interest rates, regulatory changes and adverse conditions in the local and regional economy.

Commercial real estate loans – Commercial real estate loans consist of non-owner occupied properties, such as investment properties for retail, office and multifamily with a history of occupancy and cash flow. This segment includes both internally originated and purchased participation loans. These loans carry the risk of adverse changes in the local economy and a tenant’s deteriorating credit strength, lease expirations in soft markets and sustained vacancies, which can adversely impact cash flow.

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Commercial acquisition, development and construction loans – Commercial acquisition, development and construction loans are intended to finance the construction of commercial and residential properties, and also includes loans for the acquisition and development of land. Construction loans represent a higher degree of risk than permanent real estate loans and may be affected by a variety of factors such as the borrower’s ability to control costs and adhere to time schedules and the risk that constructed units may not be absorbed by the market within the anticipated time frame or at the anticipated price. The loan commitment on these loans often includes an interest reserve that allows the lender to periodically advance loan funds to pay interest charges on the outstanding balance of the loan.

Residential real estate – This residential real estate subsegment contains permanent and construction mortgage loans principally to consumers, but also includes loans to residential real estate developers, secured by residential real estate, which we previously presented under commercial acquisitions, development and construction loans under the incurred loss model. Residential real estate loans to consumers are evaluated for the adequacy of repayment sources at the time of approval, based upon measures including credit scores, debt-to-income ratios and collateral values. Credit risk arises from the borrower’s, and where applicable, the builder’s, continuing financial stability, which can be adversely impacted by job loss, divorce, illness or personal bankruptcy, among other factors. Residential real estate secured loans to developers represent a higher degree of risk than permanent real estate loans and may be affected by a variety of factors such as the borrower’s ability to control costs and adhere to time schedules and the risk that constructed units may not be absorbed by the market within the anticipated time frame or at the anticipated price. Also impacting credit risk would be a shortfall in the value of the residential real estate in relation to the outstanding loan balance in the event of a default or subsequent liquidation of the real estate collateral.

Home equity lines of credit – This segment includes subsegment for senior lien and subordinate lien lines of credit. Credit risk is similar to residential real estate loans described above as it is subject to the borrower’s continuing financial stability and the value of the collateral securing the loan.

Consumer loans – This segment of loans includes primarily installment loans and personal lines of credit. Consumer loans include installment loans used by clients to purchase automobiles, boats and recreational vehicles. Credit risk is similar to residential real estate loans described above as it is subject to the borrower’s continuing financial stability and the value of the collateral securing the loan. This segment primarily includes loans purchased from a third-party originator that originates loans in order to finance the purchase of personal automotive vehicles for sub-prime borrowers. Credit risk is unique in comparison to the Consumer segment as this segment includes only those loans provided to consumers that cannot typically obtain financing through traditional lenders. As such, these loans are subject to a higher risk of default than the typical consumer loan.

Results for reporting periods beginning after January 1, 2023 are presented under ASC 326, while prior period amounts continue to be reported in accordance with the incurred loss model.

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 the periods shown:

						Impaired Loans with Specific Allowance												Impaired Loans with No Specific Allowance						Total Impaired Loans
(Dollars in thousands)						Recorded Investment						Related Allowance						Recorded Investment						Recorded Investment						Unpaid Principal Balance
December 31, 2022
Commercial
Business						$	3,436					$	1,253					$	7,015					$	10,451					$	15,324
Real estate						1,240						222						125						1,365						1,470
Acquisition, development and construction						—						—						—						—						1,415
Total commercial						4,676						1,475						7,140						11,816						18,209
Residential real estate						—						—						2,603						2,603						2,671
Home equity lines of credit						—						—						90						90						94
Consumer						1,347						268						4						1,351						1,351
Total impaired loans						$	6,023					$	1,743					$	9,837					$	15,860					$	22,325

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The following table presents the average recorded investment in impaired loans and related interest income recognized for the periods shown:

						Three Months Ended June 30, 2022																		Six Months Ended June 30, 2022
(Dollars in thousands)						Average Investment in Impaired Loans						Interest Income Recognized on Accrual Basis						Interest Income Recognized on Cash Basis						Average Investment in Impaired Loans						Interest Income Recognized on Accrual Basis						Interest Income Recognized on Cash Basis
Commercial
Business						$	11,015					$	—					$	—					$	10,741					$	—					$	—
Real estate						1,597						16						15						1,681						33						33
Acquisition, development and construction						306						—						—						314						—						—
Total commercial						12,918						16						15						12,736						33						33
Residential						8,374						5						4						8,372						10						9
Home equity						159						—						—						174						—						—
Consumer						754						—						—						593						—						—
Total						$	22,205					$	21					$	19					$	21,875					$	43					$	42

As of June 30, 2023, the Bank’s other real estate owned balance totaled $0.9 million, substantially all of which was related to our acquisition of The First State Bank (“First State”) in 2020. The Bank held $0.8 million, or 89%, of other real estate owned as a result of the foreclosure of two unrelated commercial loans. The remaining $0.1 million, or 11%, consists of two foreclosed residential real estate property. As of June 30, 2023, there were two residential mortgages in the process of foreclosure with loan balances totaling $0.2 million.

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 management generally follow bank regulatory definitions.

Loans categorized as “Pass” rated have adequate sources of repayment, with little identifiable risk of collection and general conformity to the Bank's policy requirements, product guidelines and underwriting standards. Any exceptions that are identified during the underwriting and approval process have been adequately mitigated by other factors.

Loans categorized as “Special Mention” rated have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date. Special mention assets are not adversely classified and do not expose the institution to sufficient risk to warrant adverse classification.

Loans categorized as “Substandard” rated are inadequately protected by the current sound worth and paying capacity of the borrower or of the collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt and are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Loans categorized as “Doubtful” rated have all the weakness inherent in those classified Substandard with the added characteristic that the weakness makes collections or liquidation in full, on the basis of currently known facts, conditions and values, highly questionable and improbable. However, these loans are not yet rated as loss because certain events may occur which would salvage the debt.

The Special Mention rated category includes assets that are currently protected but are potentially weak, resulting in 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. Any portion of a loan that has been or is expected to be 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 past due status, 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

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ensures that a review of all commercial relationships of $1.0 million or more is performed annually.

Review of the appropriate risk grade is included in both the internal and external loan review process and 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 independent loan reviews on at least an annual basis. Generally, the external consultant reviews commercial relationships in excess of $3.0 million 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 presents the amortized cost of loans summarized by the aggregate Pass and the criticized categories of Special Mention, Substandard and Doubtful within the internal risk rating system by vintage year as of the period shown:

						Term Loans Amortized Cost Basis by Origination Year
(Dollars in thousands)						2023						2022						2021						2020						2019						Prior						Revolving Loans Amortized Cost Basis						Revolving Loans Converted to Term						Total
June 30, 2023
Commercial business:
Risk rating:
Pass						$	67,617					$	265,932					$	141,159					$	29,974					$	17,500					$	66,225					$	235,707					$	—					$	824,114
Special Mention						—						1,395						83						711						98						4,502						—						—						6,789
Substandard						—						232						475						—						5,290						5,485						—						—						11,482
Doubtful						—						—						1,144						264						—						1,314						—						—						2,722
Total commercial business loans						$	67,617					$	267,559					$	142,861					$	30,949					$	22,889					$	77,526					$	235,707					$	—					$	845,107
Gross charge-offs						$	—					$	—					$	116					$	141					$	—					$	11					$	—											$	268
Commercial real estate:
Risk rating:
Pass						$	32,028					$	157,930					$	231,805					$	12,251					$	26,729					$	113,943					$	—					$	—					$	574,686
Special Mention						—						—						—						—						6,859						15,123						—						—						21,982
Substandard						—						—						—						—						—						19,366						—						—						19,366
Doubtful						—						—						—						—						—						—						—						—						—
Total commercial real estate loans						$	32,028					$	157,930					$	231,805					$	12,251					$	33,588					$	148,432					$	—					$	—					$	616,034
Gross charge-offs						$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—
Commercial acquisition, development and construction:
Risk rating:
Pass						$	1,943					$	32,930					$	44,498					$	21,945					$	3,128					$	1,653					$	—					$	—					$	106,097
Special Mention						—						—						—						—						—						10						—						—						10
Substandard						—						—						—						—						—						799						—						—						799
Doubtful						—						—						—						—						—						—						—						—						—
Total commercial acquisition, development and construction loans						$	1,943					$	32,930					$	44,498					$	21,945					$	3,128					$	2,462					$	—					$	—					$	106,906
Gross charge-offs						$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—

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						Term Loans Amortized Cost Basis by Origination Year
(Dollars in thousands)						2023						2022						2021						2020						2019						Prior						Revolving Loans Amortized Cost Basis						Revolving Loans Converted to Term						Total
June 30, 2023
Residential Real Estate:
Risk rating:
Pass						$	61,630					$	426,251					$	105,465					$	39,932					$	7,549					$	25,496					$	—					$	—					$	666,323
Special Mention						—						—						—						3,924						1,382						735						—						—						6,041
Substandard						—						—						—						83						153						912						—						—						1,148
Doubtful						—						—						—						—						—						578						—						—						578
Total residential real estate loans						$	61,630					$	426,251					$	105,465					$	43,939					$	9,084					$	27,721					$	—					$	—					$	674,090
Gross charge-offs						$	—					$	—					$	—					$	—					$	—					$	22					$	—					$	—					$	22
Home equity lines of credit:
Risk rating:
Pass						$	—					$	37					$	—					$	—					$	174					$	866					$	15,265					$	—					$	16,342
Special Mention						—						—						—						—						—						75						150						—						225
Substandard						—						—						—						—						—						84						—						—						84
Doubtful						—						—						—						—						—						—						—						—						—
Total home equity lines of credit loans						$	—					$	37					$	—					$	—					$	174					$	1,025					$	15,415					$	—					$	16,651
Gross charge-offs						$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—
Consumer:
Risk rating:
Pass						$	8,860					$	33,732					$	8,011					$	2					$	56					$	87					$	—					$	—					$	50,748
Special Mention						—						—						—						—						—						—						—						—						—
Substandard						160						801						54						—						—						2						—						—						1,017
Doubtful						—						—						—						—						—						1						—						—						1
Total consumer loans						$	9,020					$	34,533					$	8,065					$	2					$	56					$	90					$	—					$	—					$	51,766
Gross charge-offs						$	217					$	6,772					$	1,268					$	—					$	—					$	—					$	—					$	—					$	8,257
Total:
Risk rating:
Pass						$	172,078					$	916,812					$	530,938					$	104,104					$	55,136					$	208,270					$	250,972					$	—					$	2,238,310
Special Mention						—						1,395						83						4,635						8,339						20,445						150						—						35,047
Substandard						160						1,033						529						83						5,443						26,648						—						—						33,896
Doubtful						—						—						1,144						264						—						1,893						—						—						3,301
Total consumer loans						$	172,238					$	919,240					$	532,694					$	109,086					$	68,918					$	257,256					$	251,122					$	—					$	2,310,554
Gross charge-offs						$	217					$	6,772					$	1,384					$	141					$	—					$	33					$	—					$	—					$	8,547

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The following table represents the classes of the loan portfolio summarized by the aggregate Pass and the criticized categories of Special Mention, Substandard and Doubtful within the internal risk rating system as of the periods shown:

(Dollars in thousands)						Pass						Special Mention						Substandard						Doubtful						Total
December 31, 2022
Commercial
Business						$	830,319					$	5,963					$	12,103					$	2,687					$	851,072
Real estate						592,997						18,883						20,600						359						632,839
Acquisition, development and construction						120,788						5,277						934						—						126,999
Total commercial						1,544,104						30,123						33,637						3,046						1,610,910
Residential real estate						605,513						760						1,556						1,623						609,452
Home equity lines of credit						18,269						375						90						—						18,734
Consumer						131,562						—						4						—						131,566
Total loans						$	2,299,448					$	31,258					$	35,287					$	4,669					$	2,370,662

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.

A loan that has deteriorated and requires additional collection efforts by the Bank could warrant non-accrual status. A complete review is presented to the Chief Credit Officer and/or the Special Asset Review Committee (“SARC”), as required with respect to any loan which is in a collection process and to make a determination as to whether the loan should be placed on non-accrual status. The placement of loans on non-accrual status is subject to applicable regulatory restrictions and guidelines. Generally, loans should be placed in non-accrual status when the loan reaches 90 days past due, becomes likely the borrower cannot or will not make scheduled principal or interest payments, full repayment of principal and interest is not expected or the loan displays potential loss characteristics. Normally, all accrued interest is charged off when a loan is placed in non-accrual status unless we believe it is likely the accrued interest will be collected. Any payments subsequently received are applied to the principal. All principal and interest due must be paid up-to-date and the Bank is reasonably sure of future satisfactory payment performance to remove a loan from non-accrual status. Usually, this requires the receipt of six consecutive months of regular, on-time payments. Removal of a loan from non-accrual status will require the approval of the Chief Credit Officer and/or the SARC.

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The following table presents the amortized cost basis in loans by aging category and accrual status as of the periods shown:

(Dollars in thousands)						Current						30-59 Days Past Due						60-89 Days Past Due						90+ Days Past Due						Total Past Due						Total Loans						Non-Accrual						90+ Days Still Accruing						Non Accrual with No Credit Loss						Interest Income Recognized
June 30, 2023
Commercial
Business						$	834,448					$	239					$	4,554					$	5,866					$	10,659					$	845,107					$	10,801					$	—					$	3,825					$	—
Real estate						616,034						—						—						—						—						616,034						—						—						—						—
Acquisition, development and construction						106,107						799						—						—						799						106,906						—						—						—						—
Total commercial						1,556,589						1,038						4,554						5,866						11,458						1,568,047						10,801						—						3,825						—
Residential real estate						672,516						—						—						1,574						1,574						674,090						1,659						—						—						—
Home equity lines of credit						16,651						—						—						—						—						16,651						169						—						—						—
Consumer						43,140						5,320						2,291						1,015						8,626						51,766						1,017						—						—						—
Total loans						$	2,288,896					$	6,358					$	6,845					$	8,455					$	21,658					$	2,310,554					$	13,646					$	—					$	3,825					$	—

The following table presents the aging of recorded investment in loans, including accruing and nonaccrual loans, as of the period shown:

(Dollars in thousands)						Current						30-59 Days Past Due						60-89 Days Past Due						90+ Days Past Due						Total Past Due						Total Loans						Non-Accrual						90+ Days Still Accruing
December 31, 2022
Commercial
Business						$	850,112					$	—					$	960					$	—					$	960					$	851,072					$	7,528					$	—
Real estate						632,839						—						—						—						—						632,839						—						—
Acquisition, development and construction						126,999						—						—						—						—						126,999						—						—
Total commercial						1,609,950						—						960						—						960						1,610,910						7,528						—
Residential real estate						606,554						1,820						1,078						—						2,898						609,452						2,196						—
Home equity lines of credit						18,131						603						—						—						603						18,734						90						—
Consumer						120,504						6,848						2,867						1,347						11,062						131,566						1,351						—
Total loans						$	2,355,139					$	9,271					$	4,905					$	1,347					$	15,523					$	2,370,662					$	11,165					$	—

The ACL is a valuation account that is deducted from the loans' amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the ACL when management believes the loan balance is uncollectible. Accrued interest receivable is excluded from the estimate of credit losses. Management determines the ACL balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit behaviors along with model judgments provide the basis for the estimation of expected credit losses. Adjustments to modeled loss estimates may be made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level or term, as well as for changes in environmental conditions, such as changes in economic conditions, property values or other relevant factors.

The Bank’s methodology for determining the ACL is based on the requirements of ASC 326 for loans individually evaluated for impairment and ASC Subtopic 450-20 - Contingencies for loans collectively evaluated for impairment, as well as the Interagency Policy Statements on the Allowance for Credit Losses and other bank regulatory guidance. The total of the two components represents the Bank’s ACL.

The ACL is calculated on a collective basis when similar risk characteristics exist. The ACL for the majority of loans and leases was calculated using a discounted cash flow methodology applied at a loan level with a one-year reasonable and supportable forecast period and a one-year straight-line reversion period with loss rates, prepayment assumptions and curtailment assumptions

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driven by each loan’s collateral type. Expected credit loss rates were estimated using a regression model based on historical data from peer banks which incorporates a third-party vendor’s economic forecast to predict the change in credit losses. As of June 30, 2023, the Bank expects the markets in which it operates will experience a decline in economic conditions and an increase in the unemployment rate and level of delinquencies, over the next one to two years. The ACL for only one portfolio segment consisting entirely of automotive loans to consumers was calculated under the remaining life methodology using straight-line amortization over the remaining life of the portfolio.

Loans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually are not also included in the collective evaluation. When Bank management determines that foreclosure is probable or when the borrower is experiencing financial difficulty at the reporting date and repayment is expected to be substantially through the operation or sale of the collateral, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate.

The following table presents the amortized cost basis of collateral-dependent loans by class of loans as of the periods shown:

(Dollars in thousands)						Real Estate						Vehicles and Equipment						Assignment of Cash Flow						Accounts Receivable						Other						Totals						Allowance for Credit Losses
June 30, 2023
Commercial
Business						$	1,434					$	3,952					$	900					$	238					$	264					$	6,788					$	2,666
Total commercial						$	1,434					$	3,952					$	900					$	238					$	264					$	6,788					$	2,666
Residential						1,599						—						—						—						—						1,599						391
Consumer						—						1,015						—						—						—						1,015						199
Total						$	3,033					$	4,967					$	900					$	238					$	264					$	9,402					$	3,256
Collateral value						$	2,503					$	9,312					$	—					$	178					$	451					$	12,444

The Bank evaluates certain loans in homogeneous pools, rather than on an individual basis, when those loans are below specific thresholds based on outstanding principal balance. More specifically, residential mortgage loans, home equity lines of credit and consumer loans are evaluated collectively for expected credit losses by applying allocation rates derived from the Bank’s historical losses specific to these loans. The reserve was immaterial at June 30, 2023 and $0.1 million at December 31, 2022.

Management has identified a number of additional qualitative factors which it uses to supplement the estimated losses derived from the loss rate methodologies employed within the CECL model because these factors are likely to cause estimated credit losses associated with the existing loan pools to differ from the loss rate methodologies. The additional factors that are evaluated quarterly and updated using information obtained from internal, regulatory and governmental sources are: lending policies and procedures, nature and volume of the portfolio, experience and ability of lending management and staff, volume and severity of problem credits, quality of the loan review system, changes in the value of underlying collateral, effect of concentrations of credit from a loan type, industry and/or geographic standpoint, changes in economic and business conditions, consumer sentiment and other external factors.

For accounting methodologies related to the incurred loss method previously used before the adoption of ASC 326, refer to Note 1 - Summary of Significant Accounting Policies and Note 3 - Loans and Allowance for Loan Losses of the Notes to the Consolidated Financial Statements included in Item 8, Financial Statements and Supplementary Data, of the 2022 Form 10-K.

To estimate the liability for off-balance sheet credit exposures, Bank management analyzed the portfolios of unfunded commitments based on the same segmentation used for the allowance for credit losses calculation. The estimated funding rate for each segment was derived from a funding rate study created by a third-party vendor which analyzed funding of various loan types over time to develop industry benchmarks at the call report code level. Once the estimated future advances were calculated, the allocation rate applicable to that portfolio segment was applied in the same manner as those used for the allowance for credit loss calculation. The resulting estimated loss allocations were totaled to determine the liability for unfunded commitments related to these loans, which management considers necessary to anticipate potential losses on those commitments that have a reasonable probability of funding. As of June 30, 2023 and December 31, 2022, the liability for unfunded commitments related to loans held for investment was $1.4 million and $0.5 million, respectively.

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 ACL. When information confirms all or part of specific loans to be uncollectible, these

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amounts are promptly charged off against the ACL.

The following table presents the balance and activity for the primary segments of the ACL as of the periods shown:

						Commercial																								Residential						Home Equity						Consumer						Total
(Dollars in thousands)						Business						Real Estate						Acquisition, development and construction						Total Commercial
ALL, prior to adoption of ASC 326, at December 31, 2022						$	8,771					$	5,704					$	1,064					$	15,539					$	2,880					$	131					$	5,287					$	23,837
Impact of adopting ASC 326						(126)						(2,846)						288						(2,684)						3,889						(5)						6,482						7,682
Provision (release of allowance) for credit losses						2,186						180						355						2,721						(86)						(14)						(2,153)						468
Initial allowance on loans purchased with credit deterioration						710						—						—						710						507						—						—						1,217
Charge-offs						(268)						—						—						(268)						(22)						—						(8,257)						(8,547)
Recoveries						35						13						—						48						—						2						5,587						5,637
ACL at June 30, 2023						$	11,308					$	3,051					$	1,707					$	16,066					$	7,168					$	114					$	6,946					$	30,294
(Dollars in thousands)
ACL balance at March 31, 2023						$	9,918					$	3,177					$	1,640					$	14,735					$	7,618					$	119					$	13,041					$	35,513
Provision (release of allowance) for credit losses						1,504						(133)						67						1,438						(450)						(6)						(4,969)						(3,987)
Charge-offs						(127)						—						—						(127)						—						—						(3,573)						(3,700)
Recoveries						13						7						—						20						—						1						2,447						2,468
ACL balance at June 30, 2023						$	11,308					$	3,051					$	1,707					$	16,066					$	7,168					$	114					$	6,946					$	30,294

During the three and six months ended June 30, 2023, there was a $0.2 million and $0.1 million release of allowance related to unfunded commitments, respectively. Substantially all of the charge-offs during three and six months ended June 30, 2023 are related to our subprime automobile portfolio of loans.

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The following table presents the primary segments of the ALL segregated into the amount required for loans individually evaluated for impairment and the amount required for loans collectively evaluated for impairment as of the periods shown:

						Commercial																								Residential						Home Equity						Consumer						Total
(Dollars in thousands)						Business						Real Estate						Acquisition, development and construction						Total Commercial
ALL balance at December 31, 2021						$	8,027					$	5,091					$	982					$	14,100					$	948					$	128					$	2,427					$	17,603
Charge-offs						—						—						—						—						—						—						(3,652)						(3,652)
Recoveries						10						62						—						72						—						4						1,664						1,740
Provision (release)						40						1,488						(15)						1,513						824						9						4,697						7,043
ALL balance at June 30, 2022						$	8,077					$	6,641					$	967					$	15,685					$	1,772					$	141					$	5,136					$	22,734
Individually evaluated for impairment						$	1,076					$	223					$	—					$	1,299					$	84					$	—					$	212					$	1,595
Collectively evaluated for impairment						$	7,001					$	6,418					$	967					$	14,386					$	1,688					$	141					$	4,924					$	21,139
(Dollars in thousands)
ALL balance at March 31, 2022						$	6,869					$	5,566					$	735					$	13,170					$	1,127					$	131					$	3,766					$	18,194
Charge-offs						—						—						—						—						—						—						(2,529)						(2,529)
Recoveries						9						55						—						64						—						2						1,289						1,355
Provision						1,199						1,020						232						2,451						645						8						2,610						5,714
ALL balance at June 30, 2022						$	8,077					$	6,641					$	967					$	15,685					$	1,772					$	141					$	5,136					$	22,734

The following table presents the primary segments of our loan portfolio as of the period shown:

						Commercial																								Residential						Home Equity Lines of Credit						Consumer						Total
(Dollars in thousands)						Business						Real Estate						Acquisition, development and construction						Total Commercial
June 30, 2022
Individually evaluated for impairment						$	11,953					$	1,182					$	1,069					$	14,204					$	8,407					$	198					$	831					$	23,640
Collectively evaluated for impairment						818,227						696,454						111,187						1,625,868						432,154						19,992						107,054						2,185,068
Total Loans						$	830,180					$	697,636					$	112,256					$	1,640,072					$	440,561					$	20,190					$	107,885					$	2,208,708

The ACL is based on estimates and actual losses will vary from current estimates. Management believes that the granularity of the portfolio segments, the related loss estimation methodologies and other qualitative factors, as well as the consistency in the application of assumptions, result in an ACL that is representative of the risk found in the components of the portfolio at any given date.

Purchased Credit Impaired Loans

The carrying amount of purchased credit impaired loans ("PCI") outstanding at June 30, 2022 was $5.8 million.

The following table presents the accretable yield, or income expected to be collected, during the periods shown:

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(Dollars in thousands)						Three Months Ended June 30, 2022						Six Months Ended June 30, 2022
Beginning balance						$	6,253					$	6,505
Accretion of income						(985)						(1,793)
Accretion from disposals						(1,041)						(1,041)
Disposals						(1,271)						(1,271)
Other changes in expected cash flows						(1,047)						(491)
Ending balance						1,909						1,909

The following tables summarize the primary segments of the ALL, segregated into the amount required for loans individually evaluated for impairment and the amount required for loans collectively evaluated for impairment for the PCI loan portfolio as of the periods indicated:

						Commercial																		Residential						Consumer						Total
(Dollars in thousands)						Business						Real Estate						Total Commercial
ALL balance as of December 31, 2021						—						—						—						544						119						663
Release						—						—						—						(544)						(119)						(663)
ALL balance as of June 30, 2022						—						—						—						—						—						—
Collectively evaluated for impairment						—						—						—						—						—						—
(Dollars in thousands)
ALL balance as of March 31, 2022						112						53						165						323						126						614
Release						(112)						(53)						(165)						(323)						(126)						(614)
ALL balance as of June 30, 2022						—						—						—						—						—						—

Loan Modifications for Borrowers Experiencing Financial Difficulty

Occasionally, the Bank modifies loans to borrowers in financial distress by providing concessions that allow for the borrower to lower their payment obligations for a defined period, these may include, but are not limited to: principal forgiveness, payment delays, term extensions, interest rate reductions and any combinations of the preceding.

The following tables summarize the amortized cost basis of loans that were modified during three and six months ended June 30, 2023:

(Dollars in thousands)						Principal Forgiveness						Payment Delay						Term Extension						Interest Rate Reduction						Total						Total Class of Financing Receivable
June 30, 2023
Commercial
Business						$	—					$	4,563					$	—					$	—					$	4,563					1		%
Real estate						—						11,376						—						—						11,376						2		%
Total commercial						—						15,939						—						—						15,939						1		%
Residential						—						—						—						—						—						—		%
Home equity lines of credit						—						—						—						—						—						—		%
Consumer						—						—						—						—						—						—		%
Total						$	—					$	15,939					$	—					$	—					$	15,939					1		%

The above table presents the amortized cost basis of loans at June 30, 2023 that were experiencing financial difficulty and modified during the three and six months ended June 30, 2023, by class and by type of modification. Also presented above is the percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivable. Five loans to unrelated borrowers received payment delay modifications in the

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three and six months ended June 30, 2023, including four commercial loans with government guarantees totaling $4.6 million and one loan secured by commercial office real estate totaling $11.4 million.

The Bank closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table presents the performance of such loans that have been modified as of the period shown:

(Dollars in thousands)						30-59 Days Past Due						60-89 Days Past Due						Greater Than 89 Days Past Due						Total Past Due
June 30, 2023
Commercial
Business						$	—					$	2,075					$	—					$	2,075
Total commercial						—						2,075						—						2,075
Residential						—						—						—						—
Home equity lines of credit						—						—						—						—
Consumer						—						—						—						—
Total						$	—					$	2,075					$	—					$	2,075

As of June 30, 2023, there is one modified loan past due, with an amortized costs basis of $2.1 million. This is a commercial note with a government guarantee and is considered non-accrual as of June 30, 2023.

The following table presents the amortized cost basis of loans that had a payment default and were modified prior to that default to borrowers experiencing financial difficulty as of the period shown:

(Dollars in thousands)						Principal Forgiveness						Payment Delay						Term Extension						Interest Rate Reduction						Total
June 30, 2023
Commercial
Business						$	—					$	2,075					$	—					$	—					$	2,075
Real estate						—						—						—						—						—
Total commercial						—						2,075						—						—						2,075
Residential						—						—						—						—						—
Home equity lines of credit						—						—						—						—						—
Consumer						—						—						—						—						—
Total						$	—					$	2,075					$	—					$	—					$	2,075

As of June 30, 2023, there is one modified loan that has defaulted, with an amortized costs basis of $2.1 million. This is a commercial note with a government guarantee and is considered non-accrual as of June 30, 2023. Upon the Bank’s determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written-off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount.

Troubled Debt Restructurings

Results for reporting periods beginning after January 1, 2023 are presented under ASC 326, which eliminated the accounting guidance for TDRs, while prior period amounts continue to be reported in accordance with the TDR model.

At December 31, 2022, the Bank had specific reserve allocations for TDRs of $0.4 million. Loans considered to be troubled debt restructured loans totaled $10.4 million as of December 31, 2022. Of the total, $4.7 million represents accruing troubled debt restructured loans and represent 45% of total impaired loans at December 31, 2022. Meanwhile, as of December 31, 2022, $5.7 million represents nine loans to seven borrowers that have defaulted under the restructured terms. The largest of these loans is a $1.9 million restructured commercial loan to a company previously dependent on the coal industry, which is now structured as an unsecured loan. Three of these loans to an unrelated borrower, totaling $3.1 million, are restructured equipment loans to a borrower in the coal industry, which was provided extended interest-only terms to allow time for the collateral equipment to be sold. There is a commercial loan totaling $0.5 million secured by government lease payments that previously defaulted and is now

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making restructured payments. The four remaining unrelated borrowers have a single loan each, totaling $0.2 million. These borrowers have experienced continued financial difficulty and were considered non-performing loans as of December 31, 2022.

During the six months ended June 30, 2022, no additional loans were classified as TDRs and no restructured loan defaulted under their modified terms that were not already classified as non-performing for having previously defaulted under their modified terms.

Note 4 – Premises and Equipment

The following table presents the components of premises and equipment as of the periods shown:

(Dollars in thousands)						June 30, 2023						December 31, 2022
Land						$	3,465					$	3,465
Buildings and improvements						13,393						13,393
Furniture, fixtures and equipment						17,666						17,549
Software						6,598						6,019
Construction in progress						521						508
Leasehold improvements						2,836						2,836
						44,479						43,770
Accumulated depreciation						(22,072)						(20,140)
Premises and equipment, net						$	22,407					$	23,630

We lease certain premises and equipment under operating and finance leases. At June 30, 2023, we had lease liabilities totaling $14.5 million and right-of-use assets totaling $13.3 million, substantially all of which $13.2 million was related to operating leases. At June 30, 2023, the weighted-average remaining lease term for operating leases was 11.1 years and the weighted-average discount rate used in the measurement of operating lease liabilities was 3.0%.

At December 31, 2022, we had lease liabilities totaling $15.0 million and right-of-use assets totaling $13.9 million, substantially all of which was related to operating leases. At December 31, 2022, the weighted-average remaining lease term for operating leases was 11.6 years and the weighted-average discount rate used in the measurement of operating lease liabilities was 3.0%.

Lease liabilities and right-of-use assets are reflected in other liabilities and other assets, respectively.

The following table presents lease costs for the periods shown:

						Three Months Ended June 30,												Six Months Ended June 30,
(Dollars in thousands)						2023						2022						2023						2022
Amortization of right-of-use assets, finance leases						$	1					$	14					$	7					$	29
Operating lease cost						446						445						896						890
Short-term lease cost						2						8						8						14
Variable lease cost						10						10						19						19
Sublease income						(87)						—						(174)						—
Total lease cost						$	372					$	477					$	756					$	952

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For operating leases with initial or remaining terms of one year or more as of June 30, 2023, the following table presents future minimum payments for the twelve month periods ended June 30:

(Dollars in thousands)						Operating Leases
2024						$	829
2025						1,621
2026						1,618
2027						1,594
2028						1,625
2029 and thereafter						10,111
Total future minimum lease payments						$	17,398
Less: Amounts representing interest						(2,921)
Present value of net future minimum lease payments						$	14,477

Future minimum payments on finance leases as of June 30, 2023 were not material.

Note 5 – Equity Method Investments

In accordance with Rules 3-09 and 4-08(g) of Regulation S-X, we must assess whether our equity method investments are significant. In evaluating the significance of these investments, we performed the income, investment and asset tests described in S-X 1-02(w) for each equity method investment. Rule 4-08(g) of Regulation S-X requires summarized financial information for all equity method investees in a quarterly report if any of the equity method investees, individually or in the aggregate, result in any of the tests exceeding 10%.

Under the income test, our proportionate share of the revenue from equity method investments in the aggregate exceeded the applicable threshold under Rule 4-08(g) of 10%, accordingly, we are required to provide summarized income statement information for all investees for all periods presented.

Our equity method investments are initially recorded at cost, including transaction costs to obtain the equity method investment, and are subsequently adjusted for changes due to our share of the entities' earnings.

ICM

The following table presents summarized income statement information for ICM for the periods shown:

						Three Months Ended June 30,												Six Months Ended June 30,
(Dollars in thousands)						2023						2022						2023						2022
Total revenues						$	12,239					$	22,063					$	21,645					$	44,179
Net income (loss)						(1,089)						1,938						$	(4,171)					$	5,169
Gain on sale of loans						7,240						14,872						$	12,688					$	29,961
Volume of loans sold						409,222						692,553						$	712,004					$	1,380,646

Our ownership percentage of ICM is 40% and it was determined that we have significant influence over the operations and decision making at ICM. Accordingly, the investment is accounted for as an equity method investment. Our share of ICM's net loss totaled $0.4 million and $1.7 million for the three and six months ended June 30, 2023, respectively and our share of ICM's net income totaled $0.7 million and $2.0 million for the three and six months ended June 30, 2022, respectively. As of June 30, 2023 and December 31, 2022, the mortgage pipeline was $631.9 million and $678.3 million, respectively.

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Warp Speed

The following table presents summarized income statement information for our equity method investment in Warp Speed for the periods shown:

(Dollars in thousands)						Three Months Ended June 30, 2023						Six Months Ended June 30, 2023
Total revenues						$	39,816					$	75,333
Net income						6,243						8,925
Gain on sale of loans						12,464						25,146
Volume of loans sold						307,999						598,206

Our ownership percentage of Warp Speed is 37.5% and it was determined that we have significant influence over its operations and decision making. Accordingly, the investment is accounted for as an equity method investment. At the time of acquisition, we made a policy election to record our proportionate share of net income of the investee on a three month lag. Our share of Warp Speed's net income totaled $2.3 million and $3.3 million for the three and six months ended June 30, 2023, respectively. As of June 30, 2023, the mortgage pipeline was $116.9 million.

Ayers Socure II

Our ownership percentage of Ayers Socure II is 10% and it was determined that we have significant influence over the company. Accordingly, the investment is accounted for as an equity method investment. Our share of net income from Ayers Socure II for the three and six months ended June 30, 2023 was not significant. The equity method investment in Ayers Socure II is not considered a significant investment based on the criteria of Rules 3-09 and 4-08(g) of Regulation S-X.

Ayers Socure II's sole business is ownership of equity securities in Socure Inc. (“Socure”). In addition to our equity method investment in Ayers Socure II, we also have direct equity security ownership interest in Socure. With the combination of our investments in both Ayers Socure II and Socure directly, we own less than 1% of Socure in the aggregate.

Note 6 – Deposits

The following table presents the components of deposits as of the periods shown:

(Dollars in thousands)						June 30, 2023						December 31, 2022
Demand deposits of individuals, partnerships and corporations
Noninterest-bearing demand						$	987,555					$	1,231,544
Interest-bearing demand						639,814						720,074
Savings and money markets						624,276						284,447
Time deposits, including CDs and IRAs						707,294						334,417
Total deposits						$	2,958,939					$	2,570,482
Time deposits that meet or exceed the FDIC insurance limit						$	2,414					$	4,386

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The following table presents the maturities of time deposits for the twelve month periods ended June 30:

(Dollars in thousands)
2024						$	402,287
2025						300,347
2026						1,617
2027						844
2028						1,959
Thereafter						240
Total						$	707,294

As of June 30, 2023, overdrawn deposit accounts totaling $3.4 million were reclassified as loan balances.

Note 7 – Borrowed Funds

The Bank is a member of the Federal Home Loan Bank (“FHLB”) of Pittsburgh, Pennsylvania. As of June 30, 2023, the Bank's maximum borrowing capacity with the FHLB was $766.4 million and the remaining borrowing capacity was $753.1 million, with the difference being deposit letters of credit.

Short-term borrowings

As of June 30, 2023, the Bank had no short-term borrowings with the FHLB and no borrowings under the federal funds rate purchased outstanding. As of December 31, 2022, the Bank had $102.3 million short-term borrowings with the FHLB and no borrowings under the federal funds rate purchased outstanding.

The following table presents information related to short-term borrowings as of and for the periods indicated:

(Dollars in thousands)						Six Months Ended June 30, 2023						Year Ended December 31, 2022
Balance at end of period						$	—					$	102,333
Average balance during the period						35,347						15,494
Maximum month-end balance						—						102,333
Weighted-average rate during the period						5.07		%				2.82		%
Weighted-average rate at end of period						—		%				4.45		%

Long-term borrowings

As of June 30, 2023 and December 31, 2022, the Bank had no long-term borrowings with the FHLB or the Federal Reserve Bank.

Repurchase agreements

Along with traditional deposits, the Bank has access to securities sold under agreements to repurchase (“repurchase agreements”) with clients representing funds deposited by clients, on an overnight basis, that are collateralized by investment securities owned by us. All repurchase agreements are subject to terms and conditions of repurchase/security agreements between us and the client and are accounted for as secured borrowings. Our repurchase agreements reflected in liabilities consist of client accounts and securities which are pledged on an individual security basis.

We monitor the fair value of the underlying securities on a monthly basis. Repurchase agreements are reflected in the amount of cash received in connection with the transaction. The primary risk with our repurchase agreements is the market risk associated with the investments securing the transactions, as we may be required to provide additional collateral based on fair value changes of the underlying investments. Securities pledged as collateral under repurchase agreements are maintained with our safekeeping agents.

As of June 30, 2023 and December 31, 2022, all of our repurchase agreements were overnight agreements. These borrowings were collateralized with investment securities with a carrying value of $4.9 million and $10.4 million at June 30, 2023 and December 31, 2022, respectively, and were comprised of United States government agency securities and United States sponsored mortgage-backed securities. Declines in the value of the collateral would require us to increase the amounts of securities pledged.

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The following table presents information related to repurchase agreements as of and for the periods shown:

(Dollars in thousands)						Six Months Ended June 30, 2023						Year Ended December 31, 2022
Balance at end of period						$	4,798					$	10,037
Average balance during the period						6,514						10,987
Maximum month-end balance						10,041						12,680
Weighted-average rate during the period						0.03		%				0.05		%
Weighted-average rate at end of period						0.01		%				0.06		%

Subordinated debt

The following table presents information related to subordinated debt as of and for the periods shown:

(Dollars in thousands)						Six Months Ended June 30, 2023						Year Ended December 31, 2022
Balance at end of period						$	73,414					$	73,286
Average balance during the period						73,350						73,159
Maximum month-end balance						73,414						73,286
Weighted-average rate during the period						4.40		%				4.20		%
Weighted-average rate at end of period						3.97		%				3.97		%

In September 2021, we completed the private placement of $30.0 million fixed-to-floating rate subordinated notes to certain qualified institutional investors. These notes are unsecured and have a 10-year term, maturing October 1, 2031, and will bear interest at a fixed rate of 3.25%, payable semi-annually in arrears, for the first five years of the term. Thereafter, the interest rate will reset quarterly to an interest rate per annum equal to a benchmark rate, which is expected to be Three-Month Term SOFR, plus 254 basis points, payable quarterly in arrears. These notes have been structured to qualify as Tier 2 capital for regulatory capital purposes.

In November 2020, we completed the private placement of $40.0 million fixed-to-floating rate subordinated notes to certain qualified institutional investors. These notes are unsecured and have a ten-year term, maturing December 1, 2030, and will bear interest at a fixed rate of 4.25%, payable semi-annually in arrears, for the first five years of the term. Thereafter, the interest rate will reset quarterly to an interest rate per annum equal to a benchmark rate, which is expected to be Three-Month Term SOFR, plus 401 basis points, payable quarterly in arrears. These notes have been structured to qualify as Tier 2 capital for regulatory capital purposes.

In March 2007, we completed the private placement of $4.0 million Floating Rate, Trust Preferred Securities through our MVB Financial Statutory Trust I subsidiary (the “Trust”). We established the Trust for the sole purpose of issuing the Trust Preferred Securities pursuant to an Amended and Restated Declaration of Trust. The Trust Preferred Securities and the Debentures mature in 2037 and have been redeemable by us since 2012. Interest payments are due in March, June, September and December and are adjusted at the interest due dates at a rate of 0.26% plus Three-Month Term SOFR. The obligations we provide with respect to the issuance of the trust preferred securities constitute a full and unconditional guarantee by us of the Trust’s obligations with respect to the trust preferred securities to the extent set forth in the related guarantees. The securities issued by the Trust are includable for regulatory purposes as a component of our Tier 1 capital.

Senior term loan

The following table presents information related to senior term loan as of and for the periods shown:

(Dollars in thousands)						Six Months Ended June 30, 2023						Year Ended December 31, 2022
Balance at end of period						$	8,835					$	9,765
Average balance during the period						9,557						2,328
Maximum month-end balance						9,768						9,886
Weighted-average rate during the period						8.27		%				7.00		%
Weighted-average rate at end of period						8.57		%				7.44		%

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In October 2022, we entered into a credit agreement with Raymond James Bank (“Raymond James”). Pursuant to the credit agreement, Raymond James has extended to us a senior term loan in the aggregate principal amount of up to $10.0 million. In connection with the closing of the Warp Speed transaction, we borrowed $10.0 million and paid Raymond James an upfront fee of 1% of the loan amount. The loan will bear interest per annum at a rate equal to 2.75%, plus term secured overnight financing rate, which will reset monthly. Accrued interest is payable on the last business day of each month, beginning with October 31, 2022, with the then outstanding principal balance of the loan payable on the last business day of each quarter in the amount of 125,000 during the first year and 250,000 thereafter. The loan will mature in April 2025, unless accelerated earlier upon an event of default.

Note 8 – Pension and Supplemental Executive Retirement Plans

We participate in a trusteed pension plan known as the Allegheny Group Retirement Plan. Benefits are based on years of service and the employee’s compensation. Accruals under the plan were frozen as of May 31, 2014. Freezing the plan resulted in a remeasurement of the pension obligations and plan assets as of the freeze date. The pension obligation was remeasured using the discount rate based on the Citigroup Above Median Pension Discount Curve in effect on May 31, 2014 of 4.5%.

In June 2017, we approved a Supplemental Executive Retirement Plan (the “SERP”), pursuant to which the Chief Executive Officer of Potomac Mortgage Group (“PMG”) is entitled to receive certain supplemental nonqualified retirement benefits. The SERP took effect on December 31, 2017. As the executive completed three years of continuous employment with PMG prior to retirement date (which shall be no earlier than the date he attains age 55) he will, upon retirement, be entitled to receive $1.8 million payable in 180 equal consecutive monthly installments of $10 thousand. The liability is calculated by discounting the anticipated future cash flows at 4.0%. The liability accrued for this obligation was $1.3 million as of both June 30, 2023 and December 31, 2022, respectively. Service costs were not material for any periods covered by this report.

The following table presents information pertaining to the activity in our defined benefit plan, using the latest available actuarial valuations with a measurement date of June 30, 2023 and 2022 for the periods shown:

						Three Months Ended June 30,												Six Months Ended June 30,
(Dollars in thousands)						2023						2022						2023						2022
Interest cost						$	113					$	85					226						170
Expected return on plan assets						(164)						(167)						(328)						(334)
Amortization of net actuarial loss						29						107						58						214
Net periodic benefit (income) cost						$	(22)					$	25					$	(44)					$	50
Contributions paid						$	—					$	—					$	—					$	—

There was no service cost or amortization of prior service cost for the three and six months ended June 30, 2023 and 2022.

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Note 9 – Fair Value of Financial Instruments

The following table presents the carrying values and estimated fair values of our financial instruments as of the periods shown:

(Dollars in thousands)						Carrying Value						Estimated Fair Value						Quoted Prices in Active Markets for Identical Assets (Level I)						Significant Other Observable Inputs (Level II)						Significant Unobservable Inputs (Level III)
June 30, 2023
Financial Assets:
Cash and cash equivalents						$	455,835					$	455,835					$	455,835					$	—					$	—
Securities available-for-sale						329,137						329,137						—						294,719						34,418
Equity securities						41,082						41,082						4,837						—						36,245
Loans held-for-sale						7,009						7,009						—						7,009						—
Loans receivable, net						2,282,093						2,158,860						—						—						2,158,860
Servicing rights						1,911						1,972						—						—						1,972
Interest rate swap						9,372						9,372						—						9,372						—
Fair value hedge						219						219						—						219						—
Accrued interest receivable						16,102						16,102						—						2,391						13,711
FHLB Stock						2,168						2,168						—						2,168						—
Bank-owned life insurance						43,746						43,746						—						43,746						—
Embedded derivative						648						648						—						—						648
Financial Liabilities:
Deposits						$	2,958,939					$	2,623,395					$	—					$	2,623,395					$	—
Repurchase agreements						4,798						4,798						—						4,798						—
Interest rate swap						8,429						8,429						—						8,429						—
Accrued interest payable						1,809						1,809						—						1,809						—
Senior term loan						8,835						8,667						—						8,667						—
Subordinated debt						73,414						63,539						—						63,539						—
December 31, 2022
Financial assets:
Cash and cash equivalents						$	40,280					$	40,280					$	40,280					$	—					$	—
Securities available-for-sale						379,814						379,814						—						344,471						35,343
Equity securities						38,744						38,744						5,382						—						33,362
Loans held-for-sale						23,126						24,898						—						24,898						—
Loans receivable, net						2,348,808						2,285,427						—						—						2,285,427
Servicing rights						1,616						1,634						—						—						1,634
Interest rate swap						8,427						8,427						—						8,427						—
Accrued interest receivable						12,617						12,617						—						2,778						9,839
Bank-owned life insurance						43,239						43,239						—						43,239						—
FHLB Stock						9,966						9,966						—						9,966						—
Embedded derivative						787						787						—						—						787
Financial liabilities:
Deposits						$	2,570,482					$	2,226,037					$	—					$	2,226,037					$	—
Repurchase agreements						10,037						10,037						—						10,037						—
Fair value hedge						572						572						—						572						—
Interest rate swap						8,427						8,427						—						8,427						—
Accrued interest payable						2,558						2,558						—						2,558						—
FHLB and other borrowings						102,333						102,006						—						102,006						—
Senior term loan						9,765						9,765						—						9,765						—
Subordinated debt						73,286						64,330						—						64,330						—

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Note 10 – Fair Value Measurements

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 of our entire holdings of a particular financial instrument. Because no market exists for a significant portion of our 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.

The methods of determining the fair value of assets and liabilities presented in this footnote are consistent with our methodologies disclosed in Note 1 - Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements included in Item 8, Financial Statements and Supplementary Data, of the 2022 Form 10-K.

Assets Measured on a Recurring Basis

As required by accounting standards, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following measurements are made on a recurring basis.

Available-for-sale investment securities – Available-for-sale investment securities are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level I securities include those traded on an active exchange, such as the New York Stock Exchange and money market funds. Level II securities include mortgage-backed securities issued by government sponsored entities and private label entities, municipal bonds, United States Treasury securities that are traded by dealers or brokers in inactive over-the-counter markets and corporate debt securities. There have been no changes in valuation techniques for the three and six months ended June 30, 2023. Valuation techniques are consistent with techniques used in prior periods. Certain local municipal securities related to tax increment financing (“TIF”) are independently valued and classified as Level III instruments. We classified investments in government securities as Level II instruments and valued them using the market approach.

Equity securities – Certain equity securities are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security's credit rating, prepayment assumptions and other factors such as credit loss assumptions. The valuation methodologies utilized may include significant unobservable inputs. There have been no changes in valuation techniques for the three and six months ended June 30, 2023. Valuation techniques are consistent with techniques used in prior periods.

Interest rate swap – Interest rate swaps are recorded at fair value based on third-party vendors who compile prices from various sources and may determine the fair value of identical or similar instruments by using pricing models that consider observable market data. These instruments are included in accrued interest receivable and other assets and accrued interest payable and other liabilities, as applicable, on the consolidated balance sheet.

Fair value hedge – Treated like an interest rate swap, fair value hedges are recorded at fair value based on third-party vendors who compile prices from various sources and may determine fair value of identical or similar instruments by using pricing models that consider observable market data. These instruments are included in loans receivable on the consolidated balance sheet.

Bank-owned life insurance - Life insurance where the bank is both the policy beneficiary and owner. Bank-owned life insurance is recorded at fair value on a recurring basis, and increases in cash surrender, contract value and net insurance proceeds at maturity are recorded as other income.

Embedded derivatives — Accounted for and recorded separately from the underlying contract as a derivative at fair value on a recurring basis. Fair values are determined using the Monte Carlo model valuation technique. The valuation methodology utilized includes significant unobservable inputs. These instruments are included in accrued interest receivable and other assets on the consolidated balance sheet and gains and losses are included in interest income on the consolidated statement of income.

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The following tables present assets and liabilities reported on the consolidated statements of financial condition at their fair value on a recurring basis as of the periods shown by level within the fair value hierarchy:

						June 30, 2023
(Dollars in thousands)						Level I						Level II						Level III						Total
Assets:
United States government agency securities						$	—					$	38,474					$	—					$	38,474
United States sponsored mortgage-backed securities						—						54,366						—						54,366
United States treasury securities						98,029						—						—						98,029
Municipal securities						—						86,648						34,418						121,066
Corporate debt securities						—						8,901						—						8,901
Other securities						—						801						—						801
Equity securities						4,837						—						—						4,837
Interest rate swap						—						9,372						—						9,372
Fair value hedge						—						219						—						219
Bank-owned life insurance						—						43,746						—						43,746
Embedded derivative						—						—						648						648
Liabilities:
Interest rate swap						—						8,429						—						8,429

						December 31, 2022
(Dollars in thousands)						Level I						Level II						Level III						Total
Assets:
United States government agency securities						$	—					$	44,814					$	—					$	44,814
United States sponsored mortgage-backed securities						—						56,571						—						56,571
United States treasury securities						—						120,909						—						120,909
Municipal securities						—						103,293						35,343						138,636
Corporate debt securities						—						10,560						—						10,560
Other securities						—						824						—						824
Equity securities						5,382						—						—						5,382
Interest rate swap						—						8,427						—						8,427
Bank-owned life insurance						—						43,239						—						43,239
Embedded derivative						—						—						787						787
Liabilities:
Interest rate swap						—						8,427						—						8,427
Fair value hedge						—						572						—						572

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The following table represents recurring Level III assets as of the periods shown:

(Dollars in thousands)						Municipal Securities						Embedded Derivatives						Total
Balance at March 31, 2023						$	36,458					$	648					$	37,106
Realized and unrealized loss included in earnings						1						—						1
Maturities/calls						(700)						—						(700)
Unrealized loss included in other comprehensive income (loss)						(1,341)						—						(1,341)
Balance at June 30, 2023						$	34,418					$	648					$	35,066
Balance at December 31, 2022						$	35,343					$	787					$	36,130
Realized and unrealized loss included in earnings						1						(139)						(138)
Maturities/calls						(767)						—						(767)
Unrealized loss included in other comprehensive income (loss)						(159)						—						(159)
Balance at June 30, 2023						$	34,418					$	648					$	35,066
Balance at March 31, 2022						$	39,668					$	—					$	39,668
Realized and unrealized gain included in earnings						1						—						1
Purchase of securities						186						—						186
Maturities/calls						(785)						—						(785)
Unrealized loss included in other comprehensive income (loss)						(2,035)						—						(2,035)
Balance at June 30, 2022						$	37,035					$	—					$	37,035
Balance at December 31, 2021						$	41,763					$	—					$	41,763
Realized and unrealized gains included in earnings						8						—						8
Purchase of securities						1,048						—						1,048
Maturities/calls						(3,075)						—						(3,075)
Unrealized loss included in other comprehensive income						(2,709)						—						(2,709)
Balance at June 30, 2022						$	37,035					$	—					$	37,035

Assets Measured on a Nonrecurring Basis

We may be required, from time to time, to measure certain financial assets, financial liabilities, non-financial assets and non-financial liabilities at fair value on a nonrecurring basis in accordance with U.S. GAAP. These include assets that are measured at the lower of cost or market value that were recognized at fair value below cost at the end of the period. Certain non-financial assets measured at fair value on a non-recurring basis include foreclosed assets (upon initial recognition or subsequent impairment), non-financial assets and non-financial liabilities measured at fair value in the second step of a goodwill impairment test, and intangible assets and other non-financial long-lived assets measured at fair value for impairment assessment. Non-financial assets measured at fair value on a nonrecurring basis during 2023 and 2022 include certain foreclosed assets which, upon initial recognition, were remeasured and reported at fair value through a charge-off to the allowance for possible loan losses and certain foreclosed assets which, subsequent to their initial recognition, were remeasured at fair value through a write-down included in other noninterest expense.

Collateral-dependent loans - Certain loans receivable are evaluated individually for credit loss when the borrower is experiencing financial difficulties and repayment is expected to be provided substantially through the operation or sale of collateral. Estimated credit losses are based on the fair value of the collateral, adjusted for costs to sell. Collateral values are estimated using Level II inputs based on observable market data or Level III inputs based on customized discounting criteria. For a majority of collateral-dependent real estate related loans, we obtain a current external appraisal. Other valuation techniques are used as well, including internal valuations, comparable property analysis and contractual sales information.

Loans held-for-sale - The fair value of loans held-for-sale is determined, when possible, using quoted secondary-market prices or investor commitments. If no such quoted price exists, the fair value of a loan is determined using quoted prices for a similar asset or assets, adjusted for the specific attributes of that loan, which would be used by other market participants. If the fair value at the reporting date exceeds the amortized cost of a loan, the loan is reported at amortized cost.

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Other real estate owned – Other real estate owned, which is obtained through the Bank’s foreclosure process, is valued utilizing the appraised collateral value. Collateral values are estimated using Level II inputs based on observable market data or Level III inputs based on customized discounting criteria. At the time the foreclosure is completed, we obtain a current external appraisal.

Other debt securities – Certain debt securities are recorded at fair value on a nonrecurring basis. These other debt securities are securities without a readily determinable fair value and are measured at cost minus impairment, if any, plus or minus any changes resulting from observable price changes in orderly transactions, as defined, for identical or similar investments of the same issuer.

Equity securities – Certain equity securities are recorded at fair value on a nonrecurring basis. Equity securities without a readily determinable fair value are measured at cost minus impairment, if any, plus or minus any changes resulting from observable price changes in orderly transactions, as defined, for identical or similar investments of the same issuer.

The following table presents the fair value of these assets as of the periods shown:

						June 30, 2023
(Dollars in thousands)						Level I						Level II						Level III						Total
Collateral-dependent loans						$	—					$	—					$	6,146					$	6,146
Other real estate owned						—						—						947						947
Other debt securities						—						—						7,500						7,500
Equity securities						—						—						36,245						36,245

						December 31, 2022
(Dollars in thousands)						Level I						Level II						Level III						Total
Impaired loans						$	—					$	—					$	14,117					$	14,117
Other real estate owned						—						—						1,194						1,194
Other debt securities						—						—						7,500						7,500
Equity securities						—						—						33,362						33,362

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The following tables present quantitative information about the Level III significant unobservable inputs for assets and liabilities measured at fair value as of the periods shown:

						Quantitative Information about Level III Fair Value Measurements
(Dollars in thousands)						Fair Value						Valuation Technique						Unobservable Input						Range
June 30, 2023
Nonrecurring measurements:
Collateral-dependent loans						$	6,146					Appraisal of collateral 1						Appraisal adjustments 2						0% - 20%
																		Liquidation expense 2						6%
Other real estate owned						$	947					Appraisal of collateral 1						Appraisal adjustments 2						0% - 20%
																		Liquidation expense 2						6%
Other debt securities						$	7,500					Net asset value						Cost, less impairment						0%
Equity securities						$	36,245					Net asset value						Cost, less impairment						0%
Recurring measurements:
Municipal securities 5						$	34,418					Appraisal of bond 3						Bond appraisal adjustment 4						5% - 15%
Embedded derivatives						$	648					Monte Carlo pricing model						Deferred payment						$0 - $49.1 million
																		Volatility						59%
																		Term						4.75 years
																		Risk free rate						3.59%
December 31, 2022
Nonrecurring measurements:
Impaired loans						$	14,117					Appraisal of collateral 1						Appraisal adjustments 2						0% - 20%
																		Liquidation expense 2						6%
Other real estate owned						$	1,194					Appraisal of collateral 1						Appraisal adjustments 2						0% - 20%
																		Liquidation expense 2						6%
Other debt securities						$	7,500					Net asset value						Cost, less impairment						0%
Equity securities						$	33,362					Net asset value						Cost, less impairment						0%
Recurring measurements:
Municipal securities 5						$	35,343					Appraisal of bond 3						Bond appraisal adjustment 4						5% - 15%
Embedded derivatives						$	787					Monte Carlo pricing model						Deferred payment						$0 - $51.9 million
																		Volatility						58%
																		Term						5 years
																		Risk free rate						3.95%

1 Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various Level III inputs that 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 Fair value is determined through independent analysis of liquidity, rating, yield and duration.

4 Appraisals may be adjusted for qualitative factors, such as local economic conditions, liquidity, marketability and legal structure.

5 Municipal securities classified as Level III instruments are comprised of TIF bonds related to certain local municipal securities.

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Fair Value Hedges of Interest Rate Risk

We are exposed to changes in the fair value of fixed rate mortgages included in a closed portfolio due to changes in benchmark interest rates. In June 2023, we entered into three fixed portfolio layer method fair value swaps, designated as hedging instruments, to manage exposure to changes in fair value on these instruments attributable to the designated interest rate. The interest rate swaps involve the payment of fixed-rate amounts to a counterparty in exchange for us receiving variable-rate payments over the life of the agreements, without the exchange of the underlying notional amount.

We designated the fair value swaps under the portfolio layer method (“PLM”). The total notional amount of the three swaps was $148.5 million as of June 30, 2023, one of which is amortizing and included a $1.5 million amortization adjustment to the notional amount at June 30, 2023. Under this method, the hedged item is designated as a hedged layer of a closed portfolio of financial loans that is anticipated to remain outstanding for the designated hedged period. Adjustments will be made to record the swap at fair value on the consolidated balance sheets, with changes in fair value recognized in interest income. The carrying values of the fair value swaps on the consolidated balance sheets will also be adjusted through interest income, based on changes in fair value attributable to changes in the hedged risk.

The following table represents the carrying value of the portfolio layer method hedged assets and the cumulative fair value hedging adjustments included in the carrying value of the hedged assets as of June 30, 2023 and December 31, 2022:

						June 30, 2023												December 31, 2022
(Dollars in thousands)						Amortized Cost Basis			Hedged Asset			Basis Adjustment						Amortized Cost Basis			Hedged Asset			Basis Adjustment
Fixed Rate Assets						$	508,971		$	148,547		$	(870)					$	—		$	—		$	—

Note 11 – Earnings per Share

We determine basic earnings per share (“EPS”) by dividing net income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted EPS is determined by dividing net income available to common shareholders by the weighted-average number of shares outstanding, increased by both the number of shares that would be issued assuming the exercise of instruments under our incentive stock plan.

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The following table presents our calculation of EPS for the periods shown:

						Three Months Ended June 30,												Six Months Ended June 30,
(Dollars in thousands except shares and per share data)						2023						2022						2023						2022
Numerator for earnings per share:
Net income from continuing operations						$	7,998					$	2,273					$	10,436					$	4,183
Net loss attributable to noncontrolling interest						114						165						236						358
Net income available to common shareholders						8,112						2,438						10,672						4,541
Net income from discontinued operations available to common shareholders - basic and diluted						—						518						8,782						1,279
Net income available to common shareholders						$	8,112					$	2,956					$	19,454					$	5,820
Denominator:
Weighted-average shares outstanding - basic						12,689,669						12,176,805						12,656,698						12,135,223
Effect of dilutive securities						225,625						718,776						303,027						735,669
Weighted-average shares outstanding - diluted						12,915,294						12,895,581						12,959,725						12,870,892
Earnings per share from continuing operations - basic						$	0.64					$	0.20					$	0.84					$	0.37
Earnings per share from discontinued operations - basic						$	—					$	0.04					$	0.69					$	0.11
Earnings per common share - basic						$	0.64					$	0.24					$	1.54					$	0.48
Earnings per share from continuing operations - diluted						$	0.63					$	0.19					$	0.82					$	0.35
Earnings per share from discontinued operations - diluted						$	—					$	0.04					$	0.68					$	0.10
Earnings per share common share - diluted						$	0.63					$	0.23					$	1.50					$	0.45
Securities not included in the computation of diluted EPS because the effect would be antidilutive						641,534						499,887						274,409						496,625

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Note 12 – Comprehensive Income

The following tables present the reclassified components of accumulated other comprehensive income (“AOCI”) as of and for the periods shown:

						Three Months Ended June 30,												Six Months Ended June 30,
(Dollars in thousands)						2023						2022						2023						2022
Details about AOCI components						Amount reclassified from AOCI						Amount reclassified from AOCI						Amount reclassified from AOCI						Amount reclassified from AOCI						Affected income statement line item
Available-for-sale securities
Realized gain (loss) recognized in income						$	(294)					$	—					$	(1,830)					$	650					Gain (loss) on sale of available-for-sale securities
Income tax effect						71						—						440						(152)						Income taxes
Realized gain (loss) recognized in income, net of tax						(223)						—						(1,390)						498
Defined benefit pension plan items
Amortization of net actuarial loss						(29)						$	(107)					$	(58)					$	(214)					Salaries and employee benefits
Income tax effect						7						27						14						52						Income taxes
Defined benefit pension plan items, net of tax						(22)						(80)						(44)						(162)
Investment hedge
Carrying value adjustment						(45)						187						289						197						Interest on investment securities
Income tax effect						11						(47)						(69)						(49)						Income taxes
Investment hedge, net of tax						(34)						140						220						148
Total reclassifications						$	(279)					$	60					$	(1,214)					$	484

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(Dollars in thousands)						Unrealized gains (losses) on available for-sale securities						Defined benefit pension plan items						Investment hedge						Total
Balance at March 31, 2023						$	(27,810)					$	(3,128)					$	—					$	(30,938)
Other comprehensive income (loss) before reclassification						(4,087)						282						—						(3,805)
Amounts reclassified from accumulated other comprehensive income (loss)						223						22						34						279
Net current period other comprehensive income (loss)						(3,864)						304						34						(3,526)
Balance at June 30, 2023						$	(31,674)					$	(2,824)					$	34					$	(34,464)
Balance at December 31, 2022						$	(34,829)					$	(3,129)					$	254					$	(37,704)
Other comprehensive income (loss) before reclassification						1,765						261						—						2,026
Amounts reclassified from accumulated other comprehensive income (loss)						1,390						44						(220)						1,214
Net current period other comprehensive income (loss)						3,155						305						(220)						3,240
Balance at June 30, 2023						$	(31,674)					$	(2,824)					$	34					$	(34,464)
Balance at March 31, 2022						$	(13,766)					$	(3,704)					$	308					$	(17,162)
Other comprehensive income (loss) before reclassification						(12,437)						239						—						(12,198)
Amounts reclassified from accumulated other comprehensive income (loss)						—						80						(140)						(60)
Net current period other comprehensive income (loss)						(12,437)						319						(140)						(12,258)
Balance at June 30, 2022						$	(26,203)					$	(3,385)					$	168					$	(29,420)
Balance at December 31, 2021						$	147					$	(4,069)					$	316					$	(3,606)
Other comprehensive income (loss) before reclassification						(25,852)						522						—						(25,330)
Amounts reclassified from accumulated other comprehensive income (loss)						(498)						162						(148)						(484)
Net current period other comprehensive income (loss)						(26,350)						684						(148)						(25,814)
Balance at June 30, 2022						$	(26,203)					$	(3,385)					$	168					$	(29,420)

Note 13 – Segment Reporting

We have identified three reportable segments: CoRe banking; mortgage banking; and financial holding company. All other operating segments are summarized in an other category. Revenue from CoRe banking activities consists primarily of interest earned on loans and investment securities and service charges on deposit accounts. Our Fintech division is included in the CoRe banking segment. Revenue from our mortgage banking segment is primarily comprised of our share of net income or loss from

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mortgage banking activities of our equity method investments in ICM and Warp Speed. Revenue from financial holding company activities is mainly comprised of intercompany service income and dividends.

The following tables present information about the reportable segments and reconciliation to the consolidated financial statements for the periods shown:

Three Months Ended June 30, 2023						CoRe Banking						Mortgage Banking						Financial Holding Company						Other						Intercompany Eliminations						Consolidated
(Dollars in thousands)
Interest income						$	46,929					$	105					$	3					$	6					$	(12)					$	47,031
Interest expense						16,439						—						999						23						(12)						17,449
Net interest income (expense)						30,490						105						(996)						(17)						—						29,582
Release of allowance for credit losses						(4,235)						—						—						—						—						(4,235)
Net interest income (expense) after release of allowance for credit losses						34,725						105						(996)						(17)						—						33,817
Noninterest income						4,113						1,872						3,116						1,051						(3,733)						6,419
Noninterest Expenses:
Salaries and employee benefits						9,053						7						4,623						2,063						—						15,746
Other expenses						14,148						18						2,163						1,940						(3,733)						14,536
Total noninterest expenses						23,201						25						6,786						4,003						(3,733)						30,282
Income (loss) before income taxes						15,637						1,952						(4,666)						(2,969)						—						9,954
Income taxes						3,237						643						(1,207)						(717)						—						1,956
Net income (loss)						12,400						1,309						(3,459)						(2,252)						—						7,998
Net loss attributable to noncontrolling interest						—						—						—						114						—						114
Net income (loss) available to common shareholders						$	12,400					$	1,309					$	(3,459)					$	(2,138)					$	—					$	8,112
Capital expenditures for the three months ended June 30, 2023						$	155					$	—					$	—					$	1,561					$	—					$	1,716
Total assets as of June 30, 2023						$	3,295,564					$	85,563					$	335,193					$	20,871					$	(385,344)					$	3,351,847
Total assets as of December 31, 2022						$	3,014,475					$	34,248					$	375,171					$	27,075					$	(382,119)					$	3,068,850
Goodwill as of June 30, 2023						$	—					$	—					$	—					$	2,838					$	—					$	2,838
Goodwill as of December 31, 2022						$	—					$	—					$	—					$	2,838					$	—					$	2,838

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Three Months Ended June 30, 2022						CoRe Banking						Mortgage Banking																		Financial Holding Company						Other						Intercompany Eliminations						Consolidated
(Dollars in thousands)
Interest income						$	27,910					$	103																	$	87					$	—					$	(10)					$	28,090
Interest expense						672						—																		760						8						(10)						1,430
Net interest income (expense)						27,238						103																		(673)						(8)						—						26,660
Release of allowance for loan losses						5,100						—																		—												—						5,100
Net interest income (expense) after release of allowance for credit losses						22,138						103																		(673)						(8)						—						21,560
Noninterest income						7,093						787																		3,228						1,584						(3,308)						9,384
Noninterest Expenses:
Salaries and employee benefits						9,948						—																		4,439						2,198						—						16,585
Other expenses						10,913						94																		2,247						1,441						(3,308)						11,387
Total noninterest expenses						20,861						94																		6,686						3,639						(3,308)						27,972
Income (loss) before income taxes						8,370						796																		(4,131)						(2,063)						—						2,972
Income taxes						1,771						207																		(815)						(464)						—						699
Net income (loss) from continuing operations						6,599						589																		(3,316)						(1,599)						—						2,273
Income from discontinued operations, before income taxes						—						—																		—						678						—						678
Income taxes - discontinued operations						—						—																		—						160						—						160
Net income from discontinued operations						—						—																		—						518						—						518
Net income (loss)						6,599						589																		(3,316)						(1,081)						—						2,791
Net loss attributable to noncontrolling interest						—						—																		—						165						—						165
Net income (loss) available to common shareholders						$	6,599					$	589																	$	(3,316)					$	(916)					$	—					$	2,956
Capital expenditures for the three months ended June 30, 2022						$	—					$	—																	$	47					$	834					$	—					$	881

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Six Months Ended June 30, 2023						CoRe Banking						Mortgage Banking																		Financial Holding Company						Other						Intercompany Eliminations						Consolidated
(Dollars in thousands)
Interest income						$	91,591					$	210																	$	36					$	—					$	(43)					$	91,794
Interest expense						27,480						—																		1,992						54						(43)						29,483
Net interest income (expense)						64,111						210																		(1,956)						(54)						—						62,311
Provision for credit losses						341						—																		—						—						—						341
Net interest income (expense) after provision for credit losses						63,770						210																		(1,956)						(54)						—						61,970
Noninterest income						7,131						686																		5,526						2,835						(6,692)						9,486
Noninterest Expenses:
Salaries and employee benefits						18,104						7																		9,573						4,808						—						32,492
Other expenses						25,202						52																		4,080						3,465						(6,692)						26,107
Total noninterest expenses						43,306						59																		13,653						8,273						(6,692)						58,599
Income (loss) before income taxes						27,595						837																		(10,083)						(5,492)						—						12,857
Income taxes						5,752						139																		(2,149)						(1,321)						—						2,421
Net income (loss) from continuing operations						21,843						698																		(7,934)						(4,171)						—						10,436
Income from discontinued operations, before income taxes						—						—																		—						11,831						—						11,831
Income taxes - discontinued operations						—						—																		—						3,049						—						3,049
Net income from discontinued operations						—						—																		—						8,782						—						8,782
Net income (loss)						21,843						698																		(7,934)						4,611						—						19,218
Net loss attributable to noncontrolling interest						—						—																		—						236						—						236
Net income (loss) available to common shareholders						$	21,843					$	698																	$	(7,934)					$	4,847					$	—					$	19,454
Capital expenditures for the six months ended June 30, 2023						$	492					$	—																	$	—					$	2,155					$	—					$	2,647

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Six Months Ended June 30, 2022						CoRe Banking						Mortgage Banking																		Financial Holding Company						Other						Intercompany Eliminations						Consolidated
(Dollars in thousands)
Interest income						$	51,081					$	206																	$	80					$	—					$	(15)					$	51,352
Interest expense						1,331						—																		1,513						15						(15)						2,844
Net interest income (expense)						49,750						206																		(1,433)						(15)						—						48,508
Provision for credit losses						6,380						—																		—						—						—						6,380
Net interest income (expense) after provision for credit losses						43,370						206																		(1,433)						(15)						—						42,128
Noninterest income						13,991						2,010																		5,899						3,120						(6,357)						18,663
Noninterest Expenses:
Salaries and employee benefits						19,456						—																		8,495						4,361						—						32,312
Other expenses						21,961						94																		4,452						2,767						(6,357)						22,917
Total noninterest expenses						41,417						94																		12,947						7,128						(6,357)						55,229
Income (loss) before income taxes						15,944						2,122																		(8,481)						(4,023)						—						5,562
Income taxes						3,402						548																		(1,684)						(887)						—						1,379
Net income (loss) from continuing operations						12,542						1,574																		(6,797)						(3,136)						—						4,183
Income from discontinued operations, before income taxes						—						—																		—						1,664						—						1,664
Income taxes - discontinued operations						—						—																		—						385						—						385
Net income from discontinued operations						—						—																		—						1,279						—						1,279
Net income (loss) before noncontrolling interest						12,542						1,574																		(6,797)						(1,857)						—						5,462
Net loss attributable to noncontrolling interest						—						—																		—						358						—						358
Net income (loss) available to common shareholders						$	12,542					$	1,574																	$	(6,797)					$	(1,499)					$	—					$	5,820
Capital expenditures for the six months ended June 30, 2022						$	250					$	—																	$	385					$	1,474					$	—					$	2,109

Note 14 – Acquisition & Divestiture Activity

Flexia Payments, LLC

In May 2023, MVB Technology entered into an Assignment and Assumption Agreement with Flexia Payments, LLC ("Flexia"), wherein Flexia assigned loans outstanding between Flexia and MVB to MVB Technology. In consideration for the assignment, Flexia granted a license to MVB Technology for the Flexia software. Additionally, through a Mutual Release Agreement between Edge Ventures and Flexia, Edge Ventures transferred its 800 Class A Common Units and 1,500 Preferred Units of Flexia back to Flexia for cancellation. As a result of the transactions, we incurred a loss of $1.1 million and no longer consolidate Flexia in our financial statements.

Chartwell Compliance

In February 2023, we completed the sale of the Bank’s wholly-owned subsidiary, Chartwell, for total consideration of $14.4 million in the form of a note issued to the buyer, resulting in a gain on sale of $11.8 million. The note matures June 20, 2027 and bears interest at a fixed rate of 7%, payable in four equal annual installments commencing June 20, 2024. To facilitate a transition of the Chartwell services and support the onboarding and conversion of systems, we entered into a 60 day Employee Lease and Service Agreement, whereby we provided the purchaser with finance and accounting, human capital, information technology, marketing and record/data retention services. In addition, we entered into a contract with the purchaser to continue to provide services and support from Chartwell for three years following the sale.

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Balances attributable to Chartwell are included in assets from discontinued operations and liabilities from discontinued operations on our December 31, 2022 balance sheet. There were no assets from discontinued operations or liabilities from discontinued operations as of June 30, 2023. Chartwell's net income is presented in income from discontinued operations for all periods shown. Prior period balances have been reclassified to conform with this presentation.

The following table presents the major classes of assets held-for-sale from discontinued operations and liabilities held-for-sale from discontinued operations as of December 31, 2022:

(Dollars in thousands)						December 31, 2022
Premises and equipment						$	23
Accrued interest receivable and other assets						3,142
Goodwill						1,150
Total assets from discontinued operations						$	4,315
Accrued interest payable and other liabilities						$	5,444
Total liabilities from discontinued operations						$	5,444

The following table presents the major classes of net income from discontinued operations for the periods shown:

						Three Months Ended June 30,												Six Months Ended June 30,
(Dollars in thousands)						2023						2022						2023						2022
Compliance consulting income						$	—					$	4,213					$	2,369					$	8,308
Gain on sale of discontinued operations						—						—						11,800						—
Total income						$	—					$	4,213					$	14,169					$	8,308
Salaries and employee benefits						$	—					$	2,398					$	2,082					$	4,632
Other expenses						—						1,137						256						2,012
Total expenses						$	—					$	3,535					$	2,338					$	6,644
Income before income taxes						$	—					$	678					$	11,831					$	1,664
Income taxes						—						160						3,049						385
Net income from discontinued operations						$	—					$	518					$	8,782					$	1,279

Integrated Financial Holdings, Inc.

In August 2022, we entered into a Merger Agreement (the “Merger Agreement”) with Integrated Financial Holdings, Inc. (“IFH”). The Merger Agreement provided that IFH would merge with and into MVB, with MVB continuing as the surviving corporation (the “Merger”). Following the Merger, West Town Bank & Trust, a state bank chartered under the laws of Illinois and wholly-owned subsidiary of IFH, would merge with and into the Bank, with the Bank as the surviving bank (the “Bank Merger”), pursuant to the Agreement and Plan of Merger, dated October 4, 2022, between West Town Bank & Trust and the Bank (the “Bank Merger Agreement” and, together with the Merger Agreement, the “Merger Agreements”). In May 2023, MVB, IFH, West Town Bank & Trust and the Bank entered into a Termination Agreement pursuant to which the parties mutually agreed to terminate the Merger Agreements and mutually released one another from any claims (subject to limited customary exceptions) related to the contemplated merger transactions.

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Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q and with the consolidated financial statements and accompanying notes and other detailed information appearing in the 2022 Form 10-K. To the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which may not be indicative of our future financial outcomes. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause results to differ materially from management’s expectations. See the “Forward-Looking Statements” section of this Report for further information on forward-looking statements.

Executive Summary

We continue to adapt our business model due to challenging market conditions, primarily brought on by an environment of increasing interest rates, a slowing economy and multiple high-profile bank failures. We remain committed to key Fintech industry gaming and payments initiatives and continue to implement cost-saving measures. We continue to expand the Bank's treasury services function to support the banking needs of financial and emerging technology companies, which we believe will further enhance core deposits, notably through the expansion of deposit acquisition and fee income strategies through the Fintech division. Additionally, we have expanded our compliance and risk management team to support the growth in these lines of business. We have entered into agreements for card issuing and acquiring program sponsorships to further enhance fee income and noninterest income.

Current Market Conditions

In March 2023, certain specialized banking institutions with elevated concentrations of uninsured deposits experienced large deposit outflows, resulting in the institutions being placed into FDIC receiverships. In the aftermath, there has been substantial market disruption and indications that deposit concerns could spread within the banking industry, leading to deposit outflows and other destabilizing results. These market events could have a material adverse affect on our business. A deterioration in economic conditions or the loss of confidence in financial institutions may result in deposit base outflows and limit our access to some of our customary sources of liquidity, including, but not limited to, inter-bank borrowings and borrowings from the Federal Reserve and FHLB. In addition, account and deposit balances may decrease when clients perceive alternative investments, such as the stock market or real estate, as providing a better risk/return tradeoff. Furthermore, the portion of our deposit portfolio that is comprised of large uninsured deposits may be more likely to be withdrawn rapidly under adverse economic conditions. If our clients move money out of bank deposits into investments or to other financial institutions, we could lose a relatively low cost source of funds.

Financial Results

Three Months Ended June 30, 2023 vs. Three Months Ended June 30, 2022

During the three months ended June 30, 2023, net interest income increased $2.9 million, noninterest income decreased $3.0 million and noninterest expenses increased by $2.3 million compared to the three months ended June 30, 2022. Our yield on earning assets (tax-equivalent) in the three months ended June 30, 2023 was 6.02% compared to 4.32% in the three months ended June 30, 2022. Loans receivable decreased by $48.8 million to $2.31 billion during the three months ended June 30, 2023. Our overall cost of interest-bearing liabilities was 3.29% in the three months ended June 30, 2023 compared to 0.47% in the three months ended June 30, 2022. This cost of interest-bearing liabilities, combined with the earning asset yield, resulted in a net interest margin (tax-equivalent) of 3.80% in the three months ended June 30, 2023, compared to 4.10% in the three months ended June 30, 2022.

Our net income for the three months ended June 30, 2023 was $8.0 million compared to $2.8 million in the three months ended June 30, 2022. Earnings for the three months ended June 30, 2023 equated to a return on average assets of 1.0% and a return on average equity of 12.0%, compared to the three months ended June 30, 2022 results of 0.4% and 4.6%, respectively. Basic and diluted earnings per share were $0.64 and $0.63, respectively, for the three months ended June 30, 2023, compared to $0.24 and $0.23, respectively, for the three months ended June 30, 2022.

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Six Months Ended June 30, 2023 vs. Six Months Ended June 30, 2022

During the six months ended June 30, 2023, net interest income increased $13.8 million, noninterest income decreased $9.2 million and noninterest expenses increased by $3.4 million compared to the six months ended June 30, 2022. Our yield on earning assets (tax-equivalent) in the six months ended June 30, 2023 was 6.01% compared to 3.84% in the six months ended June 30, 2022. Loans receivable decreased by $60.3 million to $2.31 billion during the six months ended June 30, 2023. Our overall cost of interest-bearing liabilities was 3.14% in the six months ended June 30, 2023 compared to 0.45% in the six months ended June 30, 2022. This cost of interest-bearing liabilities, combined with the earning asset yield, resulted in a net interest margin (tax-equivalent) of 4.09% in the six months ended June 30, 2023, compared to 3.63% in the six months ended June 30, 2022.

Our net income for the six months ended June 30, 2023 was $19.2 million compared to $5.5 million in the six months ended June 30, 2022, largely the result of an $11.8 million pre-tax gain related to the sale of the Bank’s wholly-owned subsidiary, Chartwell. Earnings for the six months ended June 30, 2023 equated to a return on average assets of 1.2% and a return on average equity of 14.09%, compared to the six months ended June 30, 2022 results of 0.39% and 4.44%, respectively. Basic and diluted earnings per share were $1.54 and $1.50, respectively, for the six months ended June 30, 2023, compared to $0.48 and $0.45, respectively, for the six months ended June 30, 2022.

Corporate Updates

Flexia Payments, LLC

In May 2023, MVB Technology entered into an Assignment and Assumption Agreement with Flexia, wherein Flexia assigned loans outstanding between Flexia and MVB to MVB Technology. In consideration for the assignment, Flexia granted a license to MVB Technology for the Flexia software. Additionally, through a Mutual Release Agreement between Edge Ventures and Flexia, Edge Ventures transferred its 800 Class A Common Units and 1,500 Preferred Units of Flexia back to Flexia for cancellation. As a result of the transactions, we no longer consolidate Flexia in our financial statements.

Integrated Financial Holdings, Inc.

In August 2022, we entered into the Merger Agreement with IFH). The Merger Agreement provided that IFH would merge with and into MVB, with MVB continuing as the surviving corporation. Following the Merger, West Town Bank & Trust, a state bank chartered under the laws of Illinois and wholly-owned subsidiary of IFH, would merge with and into the Bank, with the Bank as the surviving bank, pursuant to the Agreement and Plan of Merger, dated October 4, 2022, between West Town Bank & Trust and the Bank. In May 2023, MVB, IFH, West Town Bank & Trust and the Bank entered into a Termination Agreement pursuant to which the parties mutually agreed to terminate the Merger Agreements and mutually released one another from any claims (subject to limited customary exceptions) related to the contemplated merger transactions.

Net Interest Income and Net Interest Margin (Average Balance Schedules)

The following tables present information regarding (1) average balances, the total dollar amount of interest income from interest earning assets and the resultant average yields; (2) average balances, the total dollar amount of interest expense on interest-bearing liabilities and the resultant average rates; (3) the interest rate spread; (4) net interest income and margin; and (5) net interest income and margin (on a tax-equivalent basis) as of and for the periods shown. The average balances presented are derived from daily average balances.

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						Three Months Ended June 30,
						2023																		2022
(Dollars in thousands)						Average Balance						Interest Income/Expense						Yield/Cost						Average Balance						Interest Income/Expense						Yield/Cost
Assets
Interest-bearing balances with banks						$	444,600					$	5,542					5.00		%				$	197,613					$	304					0.62		%
CDs with banks						—						—						—						1,582						9						2.28
Investment securities:
Taxable						220,687						1,229						2.23						237,745						838						1.41
Tax-exempt 2						123,497						1,147						3.73						147,646						1,342						3.65
Loans and loans held-for-sale: 1
Commercial						1,635,438						30,534						7.49						1,564,266						20,021						5.13
Tax exempt 2						3,822						42						4.41						4,930						52						4.23
Real estate						593,767						5,691						3.84						393,983						2,674						2.72
Consumer						128,113						3,096						9.69						88,366						3,142						14.26
Total loans						2,361,140						39,363						6.69						2,051,545						25,889						5.06
Total earning assets						3,149,924						47,281						6.02						2,636,131						28,382						4.32
Less: Allowance for loan losses						(35,143)																		(19,927)
Cash and due from banks						5,756																		5,579
Other assets						289,161																		237,016
Total assets						$	3,409,698																	$	2,858,799
Liabilities
Deposits:
NOW						$	682,277					$	4,816					2.83		%				$	654,781					$	256					0.16		%
Money market checking						615,962						2,439						1.59						380,295						184						0.19
Savings						72,289						351						1.95						27,496						1						0.01
IRAs						6,401						45						2.82						6,314						17						1.08
CDs						662,753						8,799						5.33						75,487						203						1.08
Repurchase agreements and federal funds sold						5,428						—						—						11,566						1						0.03
FHLB and other borrowings						158						—						—						2,312						8						1.39
Senior term loan						9,351						198						8.49						—						—						—
Subordinated debt						73,382						801						4.38						73,126						760						4.17
Total interest-bearing liabilities						2,128,001						17,449						3.29						1,231,377						1,430						0.47
Noninterest-bearing demand deposits						971,436																		1,331,357
Other liabilities						38,842																		40,900
Total liabilities						3,138,279																		2,603,634
Stockholders’ equity
Common stock						13,533																		13,289
Paid-in capital						158,601																		145,014
Treasury stock						(16,741)																		(16,741)
Retained earnings						148,600																		137,989
Accumulated other comprehensive loss						(32,714)																		(25,097)
Total stockholders’ equity						271,279																		254,454
Noncontrolling interest						140																		711
Total stockholders’ equity attributable to parent						271,419																		255,165
Total liabilities and stockholders’ equity						$	3,409,698																	$	2,858,799
Net interest spread (tax-equivalent)																		2.73		%																3.85		%
Net interest income and margin (tax-equivalent) 2												$	29,832					3.80		%										$	26,952					4.10		%
Less: Tax-equivalent adjustments												$	(250)																	$	(292)
Net interest spread																		2.70		%																3.80		%
Net interest income and margin												$	29,582					3.77		%										$	26,660					4.06		%

1 Non-accrual loans are included in total loan balances, lowering the effective yield for the portfolio in the aggregate.

2 In order to make pre-tax income and resultant yields on tax-exempt loans and investment securities comparable to those on taxable loans and investment securities, a tax-equivalent adjustment has been computed using a Federal tax rate of 21% for the three months ended June 30, 2023 and 2022, which is a non-U.S. GAAP financial measure. See the reconciliation of this non-U.S. GAAP financial measure to its most directly comparable U.S. GAAP financial measure following this table.

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						Six Months Ended June 30,
						2023																		2022
(Dollars in thousands)						Average Balance						Interest Income/Expense						Yield/Cost						Average Balance						Interest Income/Expense						Yield/Cost
Assets
Interest-bearing balances with banks						$	365,291					$	8695					4.80		%				$	395,494					$	518					0.26		%
CDs with banks						—						—						—						1,964						22						2.26
Investment securities:
Taxable						228,587						3,077						2.71						239,849						1,486						1.25
Tax-exempt 2						130,609						2,456						3.79						138,170						2,478						3.62
Loans and loans held-for-sale: 1
Commercial 3						1,628,015						59,065						7.32						1,509,071						37,000						4.94
Tax exempt 2						3,882						85						4.42						4,998						105						4.24
Real estate						607,501						11,992						3.98						366,557						5,014						2.76
Consumer						132,804						6,959						10.57						71,588						5,271						14.85
Total loans						2,372,202						78,101						6.64						1,952,214						47,390						4.90
Total earning assets						3,096,689						92,329						6.01						2,727,691						51,894						3.84
Less: Allowance for loan losses						(32,653)																		(19,139)
Cash and due from banks						3,015																		5,822
Other assets						314,279																		242,875
Total assets						$	3,381,330																	$	2,957,249
Liabilities
Deposits:
NOW						$	739,273					$	9,478					2.59		%				$	650,903					$	449					0.14		%
Money market checking						413,718						3,367						1.64						423,053						386						0.18
Savings						82,735						991						2.42						38,706						2						0.01
IRAs						6,276						72						2.31						6,341						34						1.08
CDs						525,213						12,695						4.87						81,329						446						1.11
Repurchase agreements and federal funds sold						6,514						—						—						11,693						3						0.05
FHLB and other borrowings						35,347						888						5.07						1,163						11						1.91
Senior term loan						9,557						392						8.27						—						—						—
Subordinated debt						73,350						1,600						4.40						73,094						1,513						4.17
Total interest-bearing liabilities						1,891,983						29,483						3.14						1,286,282						2,844						0.45
Noninterest-bearing demand deposits						1,174,965																		1,365,037
Other liabilities						37,969																		43,594
Total liabilities						3,104,917																		2,694,913
Stockholders’ equity
Preferred stock						—																		—
Common stock						13,502																		13,373
Paid-in capital						156,009																		144,408
Treasury stock						(16,741)																		(16,741)
Retained earnings						157,464																		137,815
Accumulated other comprehensive loss						(34,022)																		(17,325)
Total stockholders’ equity						276,212																		261,530
Noncontrolling interest						201																		806
Total stockholders’ equity attributable to parent						276,413																		262,336
Total liabilities and stockholders’ equity						$	3,381,330																	$	2,957,249
Net interest spread (tax-equivalent)																		2.87		%																3.39		%
Net interest income and margin (tax-equivalent) 2												$	62,846					4.09		%										$	49,050					3.63		%
Less: Tax-equivalent adjustments												$	(535)																	$	(542)
Net interest spread																		2.84		%																3.35		%
Net interest income and margin												$	62,311					4.06		%										$	48,508					3.59		%

1 Non-accrual loans are included in total loan balances, lowering the effective yield for the portfolio in the aggregate.

2 In order to make pre-tax income and resultant yields on tax-exempt loans and investment securities comparable to those on taxable loans and investment securities, a tax-equivalent adjustment has been computed using a Federal tax rate of 21% for the six months ended June 30, 2023 and 2022, which is a non-U.S. GAAP financial measure. See the reconciliation of this non-U.S. GAAP financial measure to its most directly comparable U.S. GAAP financial measure following this table.

3 Our Small Business Association Paycheck Protection Program loans, totaling $4.5 million at June 30, 2023 and $22.3 million at June 30, 2022, are included in this amount.

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The following table presents the reconciliation of net interest margin for the periods shown:

						Three Months Ended June 30,												Six Months Ended June 30,
(Dollars in thousands)						2023						2022						2023						2022
Net interest margin - U.S. GAAP basis
Net interest income						$	29,582					$	26,660					$	62,311					$	48,508
Average interest-earning assets						3,149,924						2,636,131						3,096,689						2,727,691
Net interest margin						3.77		%				4.06		%				4.06		%				3.59		%
Net interest margin - non-U.S. GAAP basis
Net interest income						$	29,582					$	26,660					$	62,311					$	48,508
Impact of fully tax-equivalent adjustment						250						292						535						542
Net interest income on a fully tax-equivalent basis						29,832						26,952						62,846						49,050
Average interest-earning assets						$	3,149,924					$	2,636,131					$	3,096,689					$	2,727,691
Net interest margin on a fully tax-equivalent basis						3.80		%				4.10		%				4.09		%				3.63		%

Key Metrics

						As of and for the three months ended June 30,												As of and for the six months ended June 30,
(Dollars in thousands, except per share data)						2023						2022						2023						2022
Book value per common share						$	21.57					$	20.63					$	21.57					$	20.63
Tangible book value per common share 5						$	21.31					$	20.14					$	21.31					$	20.14
Efficiency ratio 1 3 5 6						84.1		%				77.3		%				70.9		%				81.2		%
Overhead ratio 2 3 5						3.6		%				4.2		%				3.5		%				4.0		%
Net loan charge-offs to total loans 4						0.2		%				0.2		%				0.3		%				0.2		%
Allowance for credit losses to total loans 7						1.31		%				1.03		%				1.31		%				1.03		%
Nonperforming loans						$	13,646					$	19,295					$	13,646					$	19,295
Nonperforming loans to total loans						0.6		%				0.9		%				0.6		%				0.9		%
Equity to assets						8.2		%				8.5		%				8.2		%				8.5		%
Community Bank Leverage Ratio						10.0		%				11.6		%				10.0		%				11.6		%

1 Noninterest expense as a percentage of net interest income and noninterest income

2 Annualized for the quarterly periods presented

3 Noninterest expense as a percentage of average assets

4 Charge-offs less recoveries

5 Non-U.S. GAAP metric

6 Includes net income from discontinued operations

7 Excludes loans held-for-sale

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Tangible book value (“TBV”) per common share was $21.31 and $20.14 as of June 30, 2023 and June 30, 2022, respectively. TBV per common share is a non-U.S. GAAP measure that we believe is helpful to interpreting financial results. A reconciliation of TBV per common share is included below.

						As of June 30,
(Dollars in thousands, except per share data)						2023						2022
Goodwill						$	2,838					$	3,988
Intangibles						397						1,981
Total intangibles						3,235						5,969
Total equity attributable to parent						274,349						252,300
Less: Total intangibles						(3,235)						(5,969)
Tangible common equity						271,114						246,331
Tangible common equity						$	271,114					$	246,331
Common shares outstanding (000s)						12,720						12,229
Tangible book value per common share						$	21.31					$	20.14

Net Interest Income

Net interest income is the amount by which interest income on earning assets exceeds interest expense incurred on interest-bearing liabilities. Interest-earning assets include loans, investment securities and certificates of deposit in banks. Interest-bearing liabilities include interest-bearing deposits and borrowed funds such as sweep accounts, repurchase agreements, subordinated debt and the senior term loan. Net interest income, which is the primary source of revenue for the Bank, is also impacted by changes in market interest rates and the mix of interest-earning assets and interest-bearing liabilities.

Net interest margin is calculated by dividing net interest income by average interest-earning assets and measures the net revenue stream generated by the Bank’s balance sheet. Net interest spread is calculated by taking the difference between interest earned on earning assets and interest paid on interest-bearing liabilities in an effort to maximize net interest income, while maintaining an appropriate level of interest rate risk.

In 2023, the Federal Reserve raised its key interest rate from a range of 4.25% to 4.5% as of December 31, 2022 to a range of 5.00% to 5.25% as of June 30, 2023. We continually analyze methods to deploy assets into an earning asset mix to result in a stronger net interest margin.

Three Months Ended June 30, 2023 vs. Three Months Ended June 30, 2022

Net interest margin on a tax-equivalent basis was 3.80% for the three months ended June 30, 2023 compared to 4.10% for the three months ended June 30, 2022. The decrease in net interest margin on a tax-equivalent basis primarily reflects higher funding costs and a shift in the mix of earnings assets, partially offset by higher loan yields. Net interest spread (tax-equivalent) was 2.73% for the three months ended June 30, 2023 compared to 3.85% for the three months ended June 30, 2022. The difference between the net interest margin (tax-equivalent) and net interest spread (tax-equivalent) was 107 basis points in the three months ended June 30, 2023 compared to 25 basis points in the three months ended June 30, 2022 driven by the increase in interest expense outpacing the increase in average assets.

During the three months ended June 30, 2023, net interest income increased by $2.9 million, or 11.0%, to $29.6 million from $26.7 million during the three months ended June 30, 2022. This increase is largely due to strong loan growth at favorable interest rates, primarily driven by the Company's strategic lending partnership growth vehicle and broad-based growth throughout CoRe banking business, as well as the effects of higher interest rates on earning assets, including investment securities and interest

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bearing deposits with other banks, partially offset by an increase in cost of funds. Average total earning assets were $3.15 billion in the three months ended June 30, 2023 compared to $2.64 billion in the three months ended June 30, 2022. Total interest income increased by $18.9 million, or 67.4%, to $47.0 million in the three months ended June 30, 2023 from $28.1 million in the three months ended June 30, 2022 driven by higher yields from new loan production at favorable interest rates. Average total loans increased to $2.36 billion in the three months ended June 30, 2023 from $2.05 billion in the three months ended June 30, 2022, primarily as the result of a $199.8 million increase in average real estate loans, a $71.2 million increase in average commercial loans and an $39.7 million increase in average consumer loans. The yield on total loans increased 1.63%.

Average investment securities decreased $41.2 million as the result of a $24.1 million decrease in tax-exempt investments and a $17.1 million decrease in taxable investments during three months ended June 30, 2023, compared to three months ended June 30, 2022. The yield on tax-exempt securities increased eight basis points and the taxable securities yield increased 82 basis points.

Average interest-bearing liabilities increased by $896.6 million for three months ended June 30, 2023 from three months ended June 30, 2022. The increase was primarily the result of average balance increases of $587.3 million in certificates of deposit and $235.7 million in money market checking deposits.

Average interest-bearing deposits were $2.04 billion for the three months ended June 30, 2023 and $1.14 billion for the three months ended June 30, 2022. Total interest expense increased by $16.0 million, caused primarily by a $15.8 million increase in deposit interest. The result was a 282 basis point increase in the cost of interest-bearing liabilities, primarily driven by increases in interest rates and liquidity actions taken during the second quarter of 2023 in response to market conditions.

Six Months Ended June 30, 2023 vs. Six Months Ended June 30, 2022

Net interest margin on a tax-equivalent basis was 4.09% for the six months ended June 30, 2023 compared to 3.63% for the six months ended June 30, 2022. The increase in net interest margin on a tax-equivalent basis primarily reflects higher funding costs and a shift in the mix of earnings assets, partially offset by higher loan yields. Net interest spread (tax-equivalent) was 2.87% for the six months ended June 30, 2023 compared to 3.39% for the six months ended June 30, 2022. The difference between the net interest margin (tax-equivalent) and net interest spread (tax-equivalent) was 122 basis points in the six months ended June 30, 2023 compared to 24 basis points in the six months ended June 30, 2022. This was driven by the driven by the increase in interest expense outpacing the increase in average assets.

During the six months ended June 30, 2023, net interest income increased by $13.8 million, or 28.5%, to $62.3 million from $48.5 million during the six months ended June 30, 2022. This increase is largely due to strong loan growth at favorable interest rates, primarily driven by the Company's strategic lending partnership growth vehicle and broad-based growth throughout CoRe banking business, as well as the effects of higher interest rates on earning assets, including investment securities and interest bearing deposits with other banks, partially offset by an increase in cost of funds. Average total earning assets were $3.10 billion in the six months ended June 30, 2023 compared to $2.73 billion in the six months ended June 30, 2022. Total interest income increased by $40.4 million, or 78.8%, to $91.8 million in the six months ended June 30, 2023 from $51.4 million in the six months ended June 30, 2022 driven by higher yields from new loan production at favorable interest rates. Average total loans increased to $2.37 billion in the six months ended June 30, 2023 from $1.95 billion in the six months ended June 30, 2022, primarily as the result of a $240.9 million increase in average real estate loans and a $118.9 million increase in average commercial loans. The yield on total loans increased 174 basis points.

Average investment securities decreased $18.8 million as the result of a $7.6 million decrease in tax-exempt investments and an $11.3 million decrease in taxable investments during the six months ended June 30, 2023, compared to the six months ended June 30, 2022. The yield on tax-exempt securities increased 17 basis points and the taxable securities yield increased 146 basis points.

Average interest-bearing liabilities increased by $605.7 million for the six months ended June 30, 2023 from the six months ended June 30, 2022. The increase was primarily the result of average balance increases of $443.9 million in certificates of deposit, $88.4 million in negotiable order of withdrawal accounts, $44.0 million in savings accounts, and $34.2 million in FHLB and other borrowings.

The cost of interest-bearing liabilities increased to 3.14% in the six months ended June 30, 2023 from 0.45% in the six months ended June 30, 2022. This increase is primarily the result of an increase of 282 basis points in the cost of deposits, as well as the cost of the senior term loan, which was entered into during October 2022. Average interest-bearing deposits were $1.77 billion for the six months ended June 30, 2023 and $1.20 billion for the six months ended June 30, 2022. Total interest expense increased by $26.6 million, primarily driven by increases in interest rates and liquidity actions taken during 2023 in response to market conditions.

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Further discussion on borrowings is included in Note 7 – Borrowed Funds accompanying the consolidated financial statements included elsewhere in this report.

Provision for Credit Losses

The provision for credit losses, which is a product of management’s analysis, is recorded in response to inherent losses in the loan portfolio. Release of allowance and credit loss provisions were $4.2 million for the three months ended June 30, 2023 and $5.1 million for the three months ended June 30, 2022, respectively. The decrease in credit loss provision is the result of both decreasing loss rates and loan segment balances across the entire loan portfolio, specifically concentrated within the subprime automobile segment.

Further discussion on new accounting standards is included in Note 1 – Nature of Operations and Basis of Presentation accompanying the consolidated financial statements included elsewhere in this report.

Three Months Ended June 30, 2023 vs. Three Months Ended June 30, 2022

Total loans decreased $48.8 million during the three months ended June 30, 2023, compared to an increase of $317.3 million in the three months ended June 30, 2022. The commercial loan portfolio increased by $12.2 million during the three months ended June 30, 2023, as compared to an increase of $150.1 million in the three months ended June 30, 2022, while the residential mortgage loan portfolio decreased by $33.4 million during the three months ended June 30, 2023, as compared to a $125.8 million increase during the three months ended June 30, 2022. Additionally, our consumer loan portfolio decreased by $26.9 million during the three months ended June 30, 2023, while it increased by $41.9 million in the three months ended June 30, 2022. Net charge-offs totaled $1.2 million during both the three months ended June 30, 2023 and the three months ended June 30, 2022.

Six Months Ended June 30, 2023 vs. Six Months Ended June 30, 2022

Total loans decreased $60.3 million during the six months ended June 30, 2023 versus an increase of $345.3 million in the six months ended June 30, 2022. The commercial loan portfolio decreased by $42.9 million during the six months ended June 30, 2023, as compared to an increase of $148.8 million in the six months ended June 30, 2022, while the residential mortgage loan portfolio increased by $64.6 million during the six months ended June 30, 2023, while increasing by $132.7 million in the six months ended June 30, 2022. Additionally, our consumer loan portfolio decreased by $79.8 million during the six months ended June 30, 2023, while it increased by $63.6 million in the six months ended June 30, 2022. In addition, net charge-offs during the six months ended June 30, 2023 totaled $2.9 million compared to net charge-offs of $1.9 million in the six months ended June 30, 2022.

Noninterest Income

Payment card and service charge income, consulting compliance income, equity method investment income and gains on securities generally account for the majority of our noninterest income. From time to time, we also recognize gains or losses on acquisition and divestiture activity.

Three Months Ended June 30, 2023 vs. Three Months Ended June 30, 2022

Noninterest income for the three months ended June 30, 2023 and 2022 totaled $6.4 million and $9.4 million, respectively. The decrease in noninterest income for the three months ended June 30, 2023 compared to the three months ended June 30, 2022 was primarily the result of a decrease of $2.4 million in gain on sale of loans and $1.0 million in loss on acquisition and divestiture activity, partially offset by an increase of $1.3 million in equity method investment income.

Gain on sale of loans decreased $2.4 million, primarily as a result of losses on the sale of subprime automobile loans as we reduce that portfolio during the three months ended June 30, 2023. Looking forward, we expect to continue to evaluate ways to further reduce our portfolio of subprime automobile loans. Gains on acquisition and divestiture activity decreased due to the $1.1 million loss resulting from divestiture of our investment in Flexia. For more information regarding the Flexia transaction, see Note 14 - Acquisition and Divestiture Activity. Equity method investment income increased $1.3 million due to income from our equity method investment in Warp Speed, which was purchased in October 2022.

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Six Months Ended June 30, 2023 vs. Six Months Ended June 30, 2022

Noninterest income for the six months ended June 30, 2023 and 2022 totaled $9.5 million and $18.7 million, respectively. The decrease in noninterest income for the six months ended June 30, 2023 compared to the six months ended June 30, 2022 was primarily the result of decreases of $3.8 million in gain on sale of loans, $2.2 million in gain on sale of available-for-sale securities and $1.9 million in equity method investment gains.

Gain on sale of loans decreased $3.8 million, primarily as a result of losses on the sale of subprime automobile loans as we reduce that portfolio. Gain on sale of available-for-sale securities decreased $2.2 million due to losses on the sale of securities as a result of repositioning our investment portfolio during the first quarter of 2023. The $1.9 million decrease in equity method investment gains reflected an in substance sale of an equity method investment from our portfolio during second quarter of 2022.

Noninterest Expense

Three Months Ended June 30, 2023 vs. Three Months Ended June 30, 2022

Noninterest expense was $30.3 million and $28.0 million in the three months ended June 30, 2023 and 2022, respectively. The increase from the prior period primarily reflects higher other operating expenses, specifically higher professional fees, partially offset by a decrease in salaries and employee benefits expense. Approximately 52% and 59% of noninterest expense for the three months ended June 30, 2023 and 2022, respectively, was related to personnel costs. Personnel costs are a significant part of our noninterest expense as such costs are critical to financial services organizations. The decrease relative to the prior year period primarily reflects the implementation of expense reduction initiatives.

Six Months Ended June 30, 2023 vs. Six Months Ended June 30, 2022

Noninterest expense was $58.6 million and $55.2 million in the six months ended June 30, 2023 and 2022, respectively. The increase from the prior period primarily reflects higher other operating expenses, specifically higher professional fees, partially offset by a decrease in salaries and employee benefits expense. Approximately 55% and 59% of noninterest expense for the six months ended June 30, 2023 and 2022, respectively, was related to personnel costs. Personnel costs are a significant part of our noninterest expense, as such costs are critical to financial services organizations. The decrease relative to the prior year period primarily reflects the implementation of expense reduction initiatives.

Discontinued Operations

In February 2023, we completed the sale of Chartwell for total consideration of $14.4 million in the form of a loan issued to the buyer, resulting in a gain on sale of $11.8 million. To facilitate a transition of the Chartwell services and support the onboarding and conversion of systems, we entered into a 60 day Employee Lease and Service Agreement, whereby we provided the purchaser with finance and accounting, human capital, information technology, marketing and record/data retention services. In addition, we entered into a contract with the purchaser to continue to provide services and support from Chartwell for three years following the sale.

Net income from discontinued operations for the six months ended June 30, 2023 and 2022 totaled $8.8 million and $1.3 million, respectively. The increase in net income from discontinued operations was driven primarily by the $11.8 million gain on sale, partially offset by a decrease of $5.9 million in compliance and consulting income during the six months ended June 30, 2023.

Return on Assets and Equity

Assets

Three Months Ended June 30, 2023 vs. Three Months Ended June 30, 2022

Our return on average assets was 1.0% for the three months ended June 30, 2023, compared to 0.4% for the three months ended June 30, 2022. The increased return in the three months ended June 30, 2023 is the result of a $5.1 million increase in earnings, while average total assets increased by $550.9 million, mainly as the result of a $309.6 million increase in average total loans and $247.0 million increase in average interest-bearing deposits with banks.

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Six Months Ended June 30, 2023 vs. Six Months Ended June 30, 2022

Our return on average assets was 1.2% for the six months ended June 30, 2023, compared to 0.4% for the six months ended June 30, 2022. The increased return for the six months ended June 30, 2023 is the result of a $13.7 million increase in earnings, while average total assets increased by $424.1 million, mainly as the result of a $420.0 increase in average total loans.

Equity

Three Months Ended June 30, 2023 vs. Three Months Ended June 30, 2022

Our return on average stockholders’ equity was 12.0% for the three months ended June 30, 2023, compared to 4.6% for the three months ended June 30, 2022. The increased return in the three months ended June 30, 2023 is a result of an $5.1 million increase in earnings, while average equity increased by $16.3 million.

Six Months Ended June 30, 2023 vs. Six Months Ended June 30, 2022

Our return on average stockholders’ equity was 14.1% for the six months ended June 30, 2023, compared to 4.4% for the six months ended June 30, 2022. The increased return for the six months ended June 30, 2023 is a result of a $13.7 million increase in earnings, while average equity increased by $14.1 million.

Statement of Financial Condition

Cash and Cash Equivalents

Cash and cash equivalents totaled $455.8 million at June 30, 2023, compared to $40.3 million at December 31, 2022. The increase in cash and cash equivalents reflects actions taken in 2023 to ensure liquidity in response to recent conditions in the banking industry. We believe the current balance of cash and cash equivalents adequately serves our liquidity and performance needs. Total cash and cash equivalents fluctuate daily due to transactions in process and other liquidity demands.

Investment Securities

Investment securities, including equity securities, totaled $370.2 million at June 30, 2023, compared to $418.6 million at December 31, 2022. The following table presents a summary of the investment securities portfolio as of the periods shown. The available-for-sale securities are reported at estimated fair value.

(Dollars in thousands)						June 30, 2023						December 31, 2022
Available-for-sale securities:
United States government agency securities						$	38,474					$	44,814
United States sponsored mortgage-backed securities						54,366						56,571
United States treasury securities						98,029						120,909
Municipal securities						121,066						138,636
Corporate debt securities						8,901						10,560
Other debt securities						7,500						7,500
Other securities						801						824
Total investment securities available-for-sale						$	329,137					$	379,814
Equity securities						$	41,082					$	38,744

Management monitors the earnings performance and liquidity of the investment portfolio on a regular basis through the Asset and Liability Committee (“ALCO”) meetings. The ALCO also monitors net interest income and assists in the management of interest rate risk for us. Through active balance sheet management and analysis of the investment securities portfolio, sufficient liquidity is maintained to satisfy depositor requirements and the various credit needs of our customers. Management believes the risk characteristics inherent in the investment portfolio are acceptable based on these parameters.

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Loans

Our loan portfolio totaled $2.31 billion as of June 30, 2023 and $2.37 billion as of December 31, 2022. The Bank’s lending is primarily focused in North Central West Virginia and Northern Virginia. The portfolio consists principally of commercial lending, retail lending, which includes single-family residential mortgages, and consumer lending.

For more information regarding our loans, see Note 3 – Loans and Allowance for Credit Losses accompanying the consolidated financial statements included elsewhere in this report.

Loan Concentration

At June 30, 2023 and December 31, 2022, commercial and non-residential real estate loans comprised the largest component of the loan portfolio. A large portion of commercial loans are secured by real estate and they are diverse with respect to geographical location and industry. Loans that are not secured by real estate are typically secured by accounts receivable, mortgages or equipment. While the loan concentration is in commercial loans, the commercial portfolio is comprised of loans to many different borrowers in numerous different industries, generally located in our primary market areas. Additionally, within the commercial portfolio, loans within the healthcare industry, which include loans to physicians, nursing homes and pharmacies, represent 22% of our total loan portfolio as of June 30, 2023.

Allowance for Credit Losses

The ACL was $30.3 million, or 1.31% of loans receivable, at June 30, 2023, compared to $23.8 million, or 1.00% of loans receivable, at December 31, 2022. The increase in the ACL of $6.5 million was primarily the result of the adoption of ASC 326, which required an increase in the allowance for credit losses of $8.9 million as of January 1, 2023. Additionally, over the course of the six months ended June 30, 2023 changes to the loan portfolio balances, qualitative factor adjustments and expected loss forecasts within the expected credit loss calculation resulted in allowance increases of $0.4 million and $0.3 million to the Other Construction and Residential Real Estate portfolio segments, respectively, offset by a decrease of $4.8 million for the Consumer Auto portfolio segment, which was primarily driven by the sale of subprime automobile loans as we reduce that portfolio during the three months ended June 30, 2023. All other segments combined experienced an allowance increase of $1.6 million. In general, the increased allowance for the various segments was the result of the Bank management's expectations that the markets in which it lends will experience an economic decline over the next 12 to 24 months. The changes to the allowance for credit losses totaled $2.4 million and combined with net charge offs to date of $2.9 million, resulted in total credit loss provision of $0.5 million through six months ended June 30, 2023.

Management continually monitors the risk in the loan portfolio through the review of the monthly delinquency reports and the Loan Review Committee. The Loan Review Committee is responsible for the determination of the adequacy of the ACL. This 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 delinquent status, related deposit account activity, where applicable and changes in the local and national economy. When appropriate, we also consider public knowledge and verifiable information from the local market to assess risks to specific loans and the loan portfolios as a whole.

Funding Sources

The Bank considers a number of alternatives including, but not limited to, deposits, short-term borrowings and long-term borrowings when evaluating funding sources. Traditional deposits remain the most significant source of funds, totaling $2.96 billion, or 97.1% of funding sources at June 30, 2023. This same information at December 31, 2022 reflected $2.57 billion in deposits representing 92.9% of funding sources. Borrowings, consisting of subordinated debt, senior term loan and FHLB and other borrowings represented 2.7% of funding sources at June 30, 2023, versus 6.7% at December 31, 2022. Repurchase agreements, which are available to large corporate customers, represented 0.2% of funding sources at June 30, 2023 and 0.4% at December 31, 2022.

At June 30, 2023, noninterest-bearing balances totaled $987.6 million, compared to $1.23 billion at December 31, 2022, or 33.4% and 47.9%, respectively, of total deposits. Interest-bearing deposits totaled $1.97 billion at June 30, 2023, compared to $1.34 billion at December 31, 2022, or 66.6% and 52.1%, respectively, of total deposits.

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The following table presents the balance of each of the deposit categories as of the periods shown:

(Dollars in thousands)						June 30, 2023						December 31, 2022
Demand deposits of individuals, partnerships and corporations
Noninterest-bearing demand						$	987,555					$	1,231,544
Interest-bearing demand						639,814						720,074
Savings and money markets						624,276						284,447
Time deposits, including CDs and IRAs						707,294						334,417
Total deposits						$	2,958,939					$	2,570,482
Time deposits that meet or exceed the FDIC insurance limit						$	2,414					$	4,386

Average interest-bearing deposits were $2.04 billion during the three months ended June 30, 2023, compared to $1.14 billion during the same time period in 2022 and average noninterest-bearing deposits were $971.4 million during the three months ended June 30, 2023 compared to $1.33 billion during the same time period in 2022.

Average interest-bearing deposits were $1.77 billion during the six months ended June 30, 2023 compared to $1.20 billion during the same time period in 2022 and average noninterest-bearing deposits were $1.17 billion during the six months ended June 30, 2023 compared to $1.37 billion during the same time period in 2022.

Off-balance sheet deposits totaling $1.1 billion at June 30, 2023 and $724.0 million at December 31, 2022 represent the gaming, banking-as-a-service and digital asset clients.

Along with traditional deposits, the Bank has access to both short-term borrowings from FHLB and overnight repurchase agreements to fund its operations and investments. For details on our borrowings, refer to Note 7 – Borrowed Funds accompanying the consolidated financial statements included elsewhere in this report.

Deposit Concentration

Our noninterest bearing deposits totaled $987.6 million as of June 30, 2023, compared to $1.23 billion as of December 31, 2022. The decline in noninterest bearing deposits reflects the use of off-balance sheet deposit networks to manage liquidity and concentration risk, enhance capital and generate fee income. Off-balance sheet deposits totaling $1.1 billion at June 30, 2023 and $724.0 million at December 31, 2022 represent the gaming, banking-as-a-service and digital asset clients.

Gaming deposits totaled $362.8 million as of June 30, 2023, compared to $652.1 million as of December 31, 2022. Of the gaming deposits, $268.7 million is with our three largest clients at June 30, 2023.

Capital Resources

During the six months ended June 30, 2023, stockholders’ equity increased $12.9 million to $274.3 million. This increase consists of net income of $19.5 million, other comprehensive income of $3.2 million, stock based compensation of $1.8 million and $0.2 million related to the redemption of noncontrolling interests partially offset by the impact to retained earnings of adopting ASC 326 of $6.6 million, cash dividends paid of $4.3 million and minimum tax withholding on restricted stock units issued of $0.7 million.

The growth in assets of $283.0 million in the six months ended June 30, 2023 outpaced the growth in stockholders' equity, and the equity to assets ratio decreased from 8.5% at December 31, 2022 to 8.2% at June 30, 2023. We paid dividends to common shareholders of $4.3 million and $4.1 million in the six months ended June 30, 2023 and 2022, respectively, compared to earnings of $19.5 million and $5.8 million in the six months ended June 30, 2023 and 2022, respectively, resulting in the dividend payout ratio decreasing to 22.1% in the six months ended June 30, 2023 from 71.0% in the six months ended June 30, 2022.

We and the Bank are also subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a material effect on our consolidated financial statements. The Bank is required to comply with applicable capital adequacy standards established by the federal banking agencies. West Virginia state chartered banks, such as

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the Bank, are subject to similar capital requirements adopted by the West Virginia Division of Financial Institutions. Bank regulators have established “risk-based” capital requirements designed to measure capital adequacy. Risk-based capital ratios reflect the relative risks of various assets companies hold in their portfolios. A weight category of 0% (lowest risk assets), 20%, 50%, 100% or 150% (highest risk assets) is assigned to each asset on the balance sheet. Detailed information concerning our risk-based capital ratios can be found in Supervision and Regulation in Item 1, Business and Note 16 – Regulatory Capital Requirements to the consolidated financial statements and accompanying notes contained in the 2022 Form 10-K.

The optional community bank leverage ratio (“CBLR”) framework, which is issued through interagency guidance, intends to provide a simple alternative measure of capital adequacy for electing qualifying depository institutions as directed under the EGRRCPA. Under the CBLR, if a qualifying depository institution elects to use such measure, such institutions will be considered well capitalized if its ratio of Tier 1 capital to average total consolidated assets (i.e., leverage ratio) exceeds a 9% threshold, subject to a limited two quarter grace period, during which the leverage ratio cannot go 100 basis points below the then applicable threshold, and will not be required to calculate and report risk-based capital ratios.

The Bank elected to begin using the CBLR for the first quarter of 2021 and intends to utilize this measure for the foreseeable future. Eligibility criteria to utilize the CBLR includes the following:

●    Total assets of less than $10 billion;

●    Total trading assets plus liabilities of 5% or less of consolidated assets;

●    Total off-balance sheet exposures of 25% or less of consolidated assets;

●    Cannot be an advanced approaches banking organization; and

●    Leverage ratio greater than 9% or temporarily prescribed threshold established in response to COVID-19.

The Bank's CBLR at June 30, 2023 was 10.0%, which is above the well-capitalized standard of 9%. Management believes that capital continues to provide a strong base for profitable growth.

Liquidity

Maintenance of a sufficient level of liquidity is a primary objective of the ALCO. Liquidity, as defined by the ALCO, is the ability to meet anticipated operating cash needs, loan demand and deposit withdrawals without incurring a sustained negative impact on net interest income. It is our policy to optimize the funding of the balance sheet, continually balancing the stability and cost factors of various funding sources. We believe liquidity needs 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 us to meet cash obligations as they come due.

The main source of liquidity for the Bank comes through deposit growth. Liquidity is also provided from cash generated from investment maturities, principal payments from loans and income from loans and investment securities. For the six months ended June 30, 2023, cash from operating, investing and financing activities totaled $30.6 million, $110.0 million and $275.0 million, respectively. Significant changes in cash flows during the quarter include inflows from the net increase in deposits of $388.5 million and sales of available-for-sale investment securities of $54.5 million, partially offset by cash outflows of $102.3 million to pay down FHLB and other borrowings. When appropriate, the Bank has the ability to take advantage of external sources of funds such as advances from the FHLB, national market certificate of deposit issuance programs, the Federal Reserve discount window, brokered deposits and Certificate of Deposit Account Registry Services. Additionally, on March 12, 2023, the Federal Reserve implemented the Bank Term Funding Program to support federally-insured depository institutions in response to prevailing market uncertainty about the banking industry resulting from the insolvencies of certain regional depository institutions. These external sources often provide attractive interest rates and flexible maturity dates that enable the Bank to match funding with contractual maturity dates of assets. Securities in the investment portfolio are classified as available-for-sale and can be utilized as an additional source of liquidity.

We have an effective shelf registration covering $75 million of debt and equity securities, all of which is available, subject to authorization from the Board of Directors and market conditions, to issue debt or equity securities at our discretion. While we seek to preserve flexibility with respect to cash requirements, there can be no assurance that market conditions would permit us to sell securities on acceptable terms or at all.

Current Economic Conditions

We consider our primary market area for CoRe banking services to be comprised of North Central West Virginia and Northern Virginia. We consider our Fintech banking market to be customers located throughout the entire United States.

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We believe that the current economic climate in our primary market areas reflect economic climates that are consistent with the general national economic climate. Unemployment in the United States was 3.6% for June 2023 and 3.8% for June 2022.

Commitments and Contingent Liabilities

In the ordinary course of business, we offer financial instruments with off-balance sheet risk to meet the financing needs of our customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the statements of financial condition.

Our exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. We use the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. We evaluate each customer’s creditworthiness on a case-by-case basis. The amount and type of collateral obtained, if deemed necessary by us upon extension of credit, varies and is based on management’s credit evaluation of the customer.

Standby letters of credit are conditional commitments issued by us to guarantee the performance of a customer to a third-party. Standby letters of credit generally have fixed expiration dates or other termination clauses and may require payment of a fee. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. Our policy for obtaining collateral, and the nature of such collateral, is substantially the same as that involved in making commitments to extend credit.

Concentration of Credit Risk

We grant a majority of our commercial, financial, agricultural, real estate and installment loans to customers throughout the North Central West Virginia and Northern Virginia markets. Collateral for loans is primarily residential and commercial real estate, personal property and business equipment. We evaluate the credit worthiness of each of our customers on a case-by-case basis and the amount of collateral it obtains is based upon management’s credit evaluation.

Contingent Liability

The Bank is involved in various legal actions arising in the ordinary course of business. In the opinion of management and counsel, the outcome of these matters will not have a significant adverse effect on the consolidated financial statements.

Off-Balance Sheet Commitments

The Bank has entered into certain agreements that represent off-balance sheet arrangements that could significantly impact the consolidated financial statements and could have a significant impact in future periods. Specifically, the Bank has entered into agreements to extend credit or provide conditional payments pursuant to standby and commercial letters of credit. In addition, the Bank utilizes letters of credit issued by the FHLB to collateralize certain public funds deposits.

Commitments to extend credit, including loan commitments, standby letters of credit and commercial letters of credit do not necessarily represent future cash requirements, in that these commitments often expire without being drawn upon.

Critical Accounting Policies and Estimates

The preparation of the accompanying condensed consolidated financial statements in conformity with U.S. GAAP requires us to use judgment in making estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses.

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Beginning January 1, 2023, we adopted ASU 2016-13. For accounting policies and underlying accounting assumptions used in estimating our allowance for credit losses under ASU 2016-13, refer to Note 1 – Nature of Operations and Basis of Presentation.

Except as related to the adoption of ASU 2016‑13, there have been no significant changes to our critical accounting policies and estimates or in the underlying accounting assumptions and estimates used in these critical accounting policies from those disclosed in the consolidated financial statements and accompanying notes contained in the 2022 Form 10-K.

Recent Accounting Pronouncements and Developments

Recent accounting pronouncements and developments applicable us are described further in Note 1 – Nature of Operations and Basis of Presentation accompanying the consolidated financial statements included elsewhere in this report.

Item 3 – Quantitative and Qualitative Disclosures About Market Risk

Our market risk is composed primarily of interest rate risk. The ALCO is responsible for reviewing the interest rate sensitivity position and establishing policies to monitor and coordinate our sources, uses and pricing of funds.

Credit Risk

We have counter-party risk which may arise from the possible inability of third-party investors to meet the terms of their forward sales contracts. We work with third-party investors that are generally well-capitalized, are investment grade and exhibit strong financial performance to mitigate this risk. We monitor the financial condition of these third parties on an annual basis and we do not currently expect these third parties to fail to meet their obligations.

Item 4 – Controls and Procedures

As of June 30, 2023, we carried out an evaluation under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on the results of this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2023.

Beginning January 1, 2023, we adopted ASU 2016-13. We implemented changes to the policies, processes and controls over the estimation of the allowance for credit losses to support the adoption of ASU 2016-13. While many controls in operation under this new pronouncement mirror controls under prior GAAP, there were some new controls implemented.

During the three months ended June 30, 2023, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1 – Legal Proceedings

From time to time in the ordinary course of business, we and our subsidiaries may be subject to claims, asserted or unasserted, or named as a party to lawsuits or investigations. Litigation, in general, and intellectual property and securities litigation, in particular, can be expensive and disruptive to normal business operations. Moreover, the results of legal proceedings cannot be predicted with any certainty, and in the case of more complex legal proceedings, the results can be difficult to predict. We are not aware of any material pending legal proceedings to which we or any of our subsidiaries is a party or of which any of their property is the subject.

Item 1A – Risk Factors

Our operations are subject to many risks that could adversely affect our future financial condition and performance, including the risk factors that are described in the 2022 Form 10-K. There have been no material changes in our risk factors from those disclosed.

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3 – Defaults Upon Senior Securities

None.

Item 4 – Mine Safety Disclosures

Not applicable.

Item 5 – Other Information

During the three months ended June 30, 2023, none of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

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Item 6 – Exhibits

Exhibit Number			Description			Exhibit Location
Exhibit 10.1			Termination Agreement, dated as of May 9, 2023, by and among MVB Financial Corp., Integrated Financial Holdings, Inc., West Town Bank & Trust, and MVB Bank, Inc.			Form 8-K, File No. 001-38314, filed May 9, 2023, and incorporated by reference herein
Exhibit 31.1			Certificate of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002			Filed herewith
Exhibit 31.2			Certificate of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002			Filed herewith
Exhibit 32.1			Certificate of principal executive officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002			Filed herewith
Exhibit 32.2			Certificate of principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002			Filed herewith
Exhibit 101.INS			XBRL Instance Document			Filed herewith
Exhibit 101.SCH			XBRL Taxonomy Extension Schema			Filed herewith
Exhibit 101.CAL			XBRL Taxonomy Extension Calculation Linkbase			Filed herewith
Exhibit 101.DEF			XBRL Taxonomy Extension Definition Linkbase			Filed herewith
Exhibit 101.LAB			XBRL Taxonomy Extension Label Linkbase			Filed herewith
Exhibit 101.PRE			XBRL Taxonomy Extension Presentation Linkbase			Filed herewith
Exhibit 104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)			Filed herewith

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
						MVB Financial Corp.
Date:			August 8, 2023			By:			/s/ Larry F. Mazza
									Larry F. Mazza
									CEO and Director
									(Principal Executive Officer)
Date:			August 8, 2023			By:			/s/ Donald T. Robinson
									Donald T. Robinson
									President and CFO
									(Principal Financial and Accounting Officer)

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