MVB FINANCIAL CORP
For the period ended Sep 30, 2024. Filed Nov 5, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Nov 5, 2024
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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 September 30, 2024 | |
| 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 November 4, 2024, there were 12,940,462 shares of our common stock outstanding with a par value of $1.00 per share.
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 | 53 |
| Item 3 | Quantitative and Qualitative Disclosures About Market Risk | 67 |
| Item 4 | Controls and Procedures | 68 |
| PART II | OTHER INFORMATION | 69 |
| Item 1 | Legal Proceedings | 69 |
| Item 1A | Risk Factors | 69 |
| Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 69 |
| Item 3 | Defaults Upon Senior Securities | 69 |
| Item 4 | Mine Safety Disclosures | 69 |
| Item 5 | Other Information | 69 |
| Item 6 | Exhibits | 69 |
| SIGNATURES | 70 | |
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, including 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 | interest rate fluctuations in response to economic conditions and the policies of various governmental and regulatory agencies; |
|---|---|
| l | changes in the economy, which could materially impact credit quality trends and the ability to generate loans and gather deposits; |
| l | industry factors and general economic and political conditions and events, such as economic slowdowns or recessions, 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 | evolving legislation and heightened regulatory scrutiny in emerging financial technology (“Fintech”) and banking-as-a-service sectors; |
| l | changes in the existing regulatory framework for brokered deposits and potential reclassification of certain banking-as-a-service deposits as brokered deposits in light of proposed rulemaking or application of the current deposit framework by the Federal Deposit Insurance Corporation (“FDIC”) to the Bank’s banking-as-a-service deposits; |
| l | our ability to recruit, retain and train talented employees and executives with such knowledge, experience and industry expertise to understand and comply with evolving legislation and regulations and to successfully implement succession plans for such employees and executives; |
| l | our ability to adapt to technological change, maintain secure and reliable information and technology systems, 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, significant developments such as wars, climate change and natural disasters, epidemics and pandemics and any governmental or societal responses thereto, military actions, terrorist attacks and geopolitical conflict; |
| 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 | changes in volume or composition of our deposit base, including certain concentrations with large clients and within certain industries, such as gaming, payments and banking-as-a-service; |
| l | the quality and composition of our loan and securities portfolios; |
| l | the lack of liquidity and readily determinable fair market values of our equity investments, which are primarily concentrated in private entities, means that there can be no assurance that we will realize the value of these investments or be able to divest them readily; |
| l | ability to successfully conduct acquisitions and integrate acquired businesses and potential difficulties in expanding businesses in existing and new markets; |
| l | 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, but not limited to, Financial Accounting StandardsBoard (“FASB”) policies and procedures, Federal Reserve policies in connection with continued inflationary pressures, the Dodd-Frank Wall Street Reform and Consumer Protection Act and Economic Growth, Regulatory Relief and Consumer Protection Act (“EGRRCPA”), as well as the impact of the 2024 U.S. Presidential election; |
| 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; |
|---|---|
| l | success in gaining regulatory approvals, when required, including for proposed mergers or acquisitions; |
| 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 | operational risks or risk management failures by us, our customers or critical third parties, including without limitation, with respect to data processing, information systems, compliance with bank secrecy and anti-money laundering laws, 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 new developments in artificial intelligence, machine learning, and robotics, that may create new vulnerabilities andcybersecurity risks and 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 | legislative or regulatory changes that adversely affect our operations or business, including the possibility of increased regulatory oversight due to changes in the nature and complexity of our business model; |
| l | increased emphasis by regulators on federal and state consumer protection laws that extensively govern customer relationships; |
| l | risks and potential losses involved with uninsured deposits beyond FDIC limitations; |
| l | costs of deposit insurance and changes with respect to FDIC insurance coverage levels; and |
| l | our ability to navigate any environmental, social, governmental or sustainability concerns arising from our business activities. |
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, 2023 (the “2023 Form 10-K”), filed with the Securities and Exchange Commission (“SEC”) on March 13, 2024, 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,” 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.