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8-K - 8-K - MVB FINANCIAL CORPmvbf-20201102.htm
Exhibit 99.1
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N E W S R E L E A S E





MEDIA CONTACT
Amy Baker
VP, Corporate Communications and Marketing
MVB Bank
abaker@mvbbanking.com
844-682-2265

MVB Financial Corp. Reports Strong Third Quarter 2020 Results with a 50% Increase in Net Income, a 134% Increase in Noninterest-Bearing Deposits, and a 25% Increase In Tangible Book Value from Previous Year
(FAIRMONT, W.Va.) November 2, 2020 – MVB Financial Corp. (NASDAQ: MVBF) (“MVB Financial,” “MVB,” or the “Company”) today reported net income of $6.5 million, or $0.53 basic and diluted earnings per share for the three months ended September 30, 2020.
QuarterlyYear-to-Date
20202020201920202019
Third QuarterSecond QuarterThird Quarter
Net income from continuing operations$6,491 $18,034 $4,346 $25,573 $22,469 
Net income from discontinued operations— — (19)— 427 
Net income$6,491 $18,034 $4,327 $25,573 $22,896 
Earnings per share from continuing operations - basic$0.53 $1.50 $0.36 $2.11 $1.89 
Earnings per share from discontinued operations - basic— — — — 0.04 
Earnings per share - basic$0.53 $1.50 $0.36 $2.11 $1.93 
Earnings per share from continuing operations - diluted$0.53 $1.49 $0.35 $2.07 $1.84 
Earnings per share from discontinued operations - diluted— — — — 0.04 
Earnings per share - diluted$0.53 $1.49 $0.35 $2.07 $1.88 

THIRD QUARTER 2020 HIGHLIGHTS
Transactions: The Company continued to be active during the third quarter of 2020 and completed two strategic transactions: the MVB Mortgage combination with Intercoastal Mortgage Company (“ICM”) and the acquisition of the assets of Invest Forward, Inc.
Growth in Tangible Book Value (“TBV”) per Share: TBV per share was $18.66 as of September 30, 2020, an increase of $2.01, or 12.1%, from June 30, 2020, and an increase of $3.79, or 25.5%, from September 30, 2019.
Mortgage: MVB Mortgage’s income from its equity method investment of ICM was $13.6 million for the quarter ended September 30, 2020. The Company also recognized a gain on the mortgage combination
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transaction of $3.3 million.
Deposits: Noninterest-bearing deposits were $642.8 million as of September 30, 2020, an increase of $114.3 million, or 21.6%, from June 30, 2020, and an increase of $367.9 million, or 133.8%, from September 30, 2019. As of September 30, 2020, total noninterest-bearing deposits were 33.9% of total deposits, compared to 28.4% as of June 30, 2020, and 18.9% as of September 30, 2019.
Asset Quality: Allowance for loan losses to total loans was 1.81% as of September 30, 2020, an increase of 62 basis points from June 30, 2020, and an increase of 95 basis points from September 30, 2019. Excluding Paycheck Protection Program (“PPP”) loans of $87.9 million, allowance for loan losses to total loans was 1.93% as of September 30, 2020, an increase of 67 basis points from June 30, 2020, and an increase of 107 basis points from September 30, 2019.
Capital: MVB Bank, Inc. (“MVB Bank” or the “Bank”) finished the third quarter with strong capital ratios. The Bank’s leverage ratio was 10.64%, the Tier 1 risk-based capital ratio was 14.63%, and the total risk-based capital ratio was 15.89%. The Company’s tangible common equity to tangible assets was 10.04% as of September 30, 2020.

FINTECH HIGHLIGHTS
Fintech deposits were $364.8 million as of September 30, 2020, an increase of $138.6 million, or 61.3%, from June 30, 2020, and an increase of $251.5 million, or 221.9%, from September 30, 2019.
Gaming deposits, included in total fintech deposits, were $206.6 million as of September 30, 2020, an increase of $64.7 million, or 45.6%, from June 30, 2020, and an increase of $129.8 million, or 169.0%, from September 30, 2019.
Through the existing partnership with Credit Karma, MVB is now a Top 30 bank in terms of total number of deposit accounts in the United States. Also in the third quarter, MVB signed a sponsorship agreement with Credit Karma to launch a debit card program.
In an effort to increase noninterest income, MVB signed agreements with two of the largest payment processors for card acquiring sponsorships.

MANAGEMENT OVERVIEW
The Company continued to be “offensively defensive” to further strengthen capital and to bolster the provision for loan losses, all while generating competitive earnings of $6.5 million to position the Company for success now and in the future. As a result of increasing the provision for loan losses, allowance for loan losses as a percentage of total loans of 1.81% as of September 30, 2020, increased 62 basis points from June 30, 2020, and increased 95 basis points from September 30, 2019.

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As the COVID-19 pandemic continues, the Company is fulfilling its purpose of being a trusted partner to Clients, Communities, Team Members, and Shareholders. Members of the Commercial and Retail Banking Team are serving Clients with social distancing measures in place and a majority of Team Members are still working remotely. The Company remains committed to the Community by continuing to partner with non-profit entities and local businesses and was able to return value to Shareholders through meaningful growth in earnings and tangible book value for the second straight quarter. In addition, the Company saw a decrease in commercial loans requiring additional modifications, down from $223.9 million in the second quarter to $41.1 million in the third quarter of 2020.

In addition, the Company reduced its reliance on brokered CDs and higher-cost deposits by replacing these deposits with noninterest-bearing deposits. Total noninterest-bearing deposits increased $114.3 million, or 21.6%, from June 30, 2020, and increased $367.9 million, or 133.8%, from September 30, 2019, to a balance of $642.8 million as of September 30, 2020. The growth in noninterest-bearing deposits was primarily driven by MVB’s continued execution of strategic initiatives in Fintech and specialty deposits. As of September 30, 2020, total noninterest-bearing deposits were 33.9% of total deposits, compared to 28.4% as of June 30, 2020, and 18.9% as of September 30, 2019.

During the third quarter of 2020, the Company completed MVB Mortgage’s combination with ICM on July 1, 2020 to become one of the largest independently-owned residential mortgage lending operations in the Mid-Atlantic region. MVB Mortgage’s combination with Intercoastal Mortgage Company to form ICM served as further validation of the Company’s strategic initiatives to protect earnings in a down-rate environment. After the combination, management at ICM continues to execute on favorable market conditions while generating cost savings through synergies gained in the combination. During the third quarter, MVB recognized $13.6 million in equity method investment income. This income amount is directly proportional to MVB’s ownership interest in ICM. In addition, MVB recognized a gain for the fair value recognition of the equity investment in ICM of $3.3 million during the third quarter of 2020.

“I’m very pleased with MVB’s strong third quarter performance results. Team MVB has executed during an extraordinary year with noninterest-bearing deposits up 134% and, most importantly, with tangible book value up 25% from the third quarter of 2019, enhancing shareholder value,” said Larry F. Mazza, President and CEO, MVB Financial Corp. “The already strong mortgage companies integrated quickly and have been successfully seeking synergies. Our long-held belief that investment in our mortgage company is a protection against down side risk in the cyclical mortgage industry has been validated. As the industry moves into its next phase, the company will be well prepared with cost saves and efficiencies.”
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Also during the third quarter of 2020, the Company acquired the assets of Invest Forward, Inc., doing business as Grand. Grand is a mobile app that incentivizes savings through digital banking.

“Our strategy continues to differentiate MVB among our peers. In addition to completing the MVB Mortgage combination with Intercoastal Mortgage Company this quarter, MVB also acquired technology through Invest Forward, Inc., which will strengthen our expanding fintech vertical. We signed sponsorship agreements with the top two processors in the U.S., and we provided banking services for Credit Karma to launch debit card issuance,” Mazza said.

LOANS
Loans, excluding PPP loans of $87.9 million, totaled $1.34 billion as of September 30, 2020, a decrease of $64.2 million, or 4.6%, from June 30, 2020, and a decrease of $41.7 million, or 3.0%, from September 30, 2019. The decrease in loans was driven by mortgage construction loans contributed to ICM totaling $54.0 million and expected runoff in commercial loans. The tax-equivalent yield on loans, including PPP loans, was 4.51% for the quarter ended September 30, 2020, a decrease of 23 basis points from the quarter ended June 30, 2020, and a decrease of 66 basis points from the quarter ended September 30, 2019.

Loans held for sale totaled $2.3 million as of September 30, 2020, a decrease of $239.8 million, or 99.1%, from June 30, 2020, and a decrease of $157.7 million, or 98.6%, from September 30, 2019. Loans held for sale decreased as a result of the MVB Mortgage combination to form ICM.

DEPOSITS
Deposits totaled $1.90 billion of September 30, 2020, an increase of $35.0 million, or 1.9%, from June 30, 2020, and an increase of $442.6 million, or 30.4%, from September 30, 2019.

Driven by increased mortgage activity as a result of the historically low rates late in the first three quarters of 2020, deposits related to title businesses totaled $175.6 million as of September 30, 2020, up from $155.3 million as of June 30, 2020, and up from $60.3 million as of September 30, 2019.

During the first half of 2020, the Company used the influx of noninterest-bearing deposits to pay down FHLB and other borrowings. As a result of the increases in noninterest-bearing deposits continuing throughout the third quarter of 2020, the Company was able to further decrease reliance on higher-cost funding sources by reducing the balance of brokered deposits by $110.3 million from June 30, 2020.
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NET INTEREST INCOME
Net interest income for the quarter ended September 30, 2020, was $16.0 million, a decrease of $2.4 million, or 13.3%, from the quarter ended June 30, 2020, and an increase of $1.0 million, or 6.5%, from the quarter ended September 30, 2019. Net interest margin, on a fully tax-equivalent basis, for the quarter ended September 30, 2020, was 3.35%, a decrease of 43 basis points versus the quarter ended June 30, 2020, and a decrease of 13 basis points versus the quarter ended September 30, 2019. Net interest margin was primarily impacted by three items: excess liquidity, PPP loans originated during the second quarter of 2020, and a prepayment penalty for paying off long-term borrowings. For the quarter ended September 30, 2020, the excess liquidity from increased cash balances accounted for 26 basis points of the decrease, the PPP loans originated during the second quarter accounted for 15 basis points of the decrease, and a $500 thousand prepayment penalty for paying off long-term borrowings accounted for 10 basis points of the decrease. The tax-equivalent adjustments are added to net interest income and are $301 thousand for the quarter ended September 30, 2020, $284 thousand for the quarter ended June 30, 2020, and $260 thousand for the quarter ended September 30, 2019. Excluding the impact from the FDIC-assisted acquisition of First State, the fully-tax equivalent net interest margin for the quarter ended September 30, 2020 would have decreased 21 basis points.

Interest income decreased 14.5% during the quarter ended September 30, 2020, compared to the quarter ended June 30, 2020, and decreased 11.5% compared to the quarter ended September 30, 2019. The 56-basis point decrease in the tax-equivalent yield on earning assets compared to the quarter ended June 30, 2020, was the result of a 11-basis point decrease in the yield on commercial loans and a 95-basis point decrease in the yield on real estate loans. The 97-basis point decrease in the tax-equivalent yield on earning assets compared to the quarter ended September 30, 2019, was the result of a 56-basis point decrease in the yield on commercial loans and a 134-basis point decrease in the yield on real estate loans.

Interest expense decreased 21.1% during the quarter ended September 30, 2020, compared to the quarter ended June 30, 2020, as a result of a decrease of 14 basis points in the cost of interest-bearing liabilities. Interest expense decreased 56.4% compared to the quarter ended September 30, 2019, due to a decrease of 95 basis points in the cost of interest-bearing liabilities. The decrease in the cost of interest-bearing liabilities compared to the quarter ended June 30, 2020, was the result of a 22-basis point decrease in the cost of money market accounts, a 18-basis point decrease in the cost of CDs, and a 33-basis point decrease in the cost of NOW accounts The decrease in the cost of interest-bearing liabilities compared to the quarter ended September 30, 2019, was the result of a 134-basis point decrease in the cost of money market accounts, a 105-basis point decrease in the cost of CDs, and a 45-basis point decrease in the cost of NOW accounts.

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An increase in the Company's average noninterest-bearing balances of $88.0 million from the quarter ended June 30, 2020, helped to maintain a 26-basis point favorable spread on the tax-equivalent net interest margin for the quarter ended September 30, 2020, compared to a 27-basis point favorable spread for the quarter ended June 30, 2020.

An increase in the Company’s average noninterest-bearing balances of $271.2 million from the quarter ended September 30, 2019, helped to maintain a 26-basis point favorable spread on the tax-equivalent net interest margin in 2020 compared to a 37-basis point favorable spread for the same period in 2019.

ASSET QUALITY
Provision for loan losses totaled $8.6 million for the quarter ended September 30, 2020, an increase of $2.0 million from the quarter ended June 30, 2020, and an increase of $8.0 million from the quarter ended September 30, 2019. The drastic increase in loan loss provision is mainly the result of changes to the qualitative adjustment factor framework within the allowance methodology, in addition to adjustments to the risk grading of significant loans within the portfolio, and changes in the outstanding balances of the loan portfolios. As a result of the increases in provision, allowance for loan losses as a percentage of total loans was 1.81% as of September 30, 2020, an increase of 62 basis points from June 30, 2020, and an increase of 95 basis points from September 30, 2019. The Company is continuing to evaluate the effects of COVID-19 as it relates to the asset quality of the loan portfolio and will continue to evaluate and assess the need for additional loan loss provision in the remainder of 2020 and beyond.

Nonperforming loans totaled $14.9 million, or 1.04%, of total loans as of September 30, 2020, compared to 0.94% of total loans as of June 30, 2020, and compared to 0.41% of total loans as of September 30, 2019. The increase in nonperforming loans from June 30, 2020 was primarily the result of the recognition of $3.0 million in nonperforming loans acquired from The First State Bank, which was partially offset by a $750 thousand curtailment of a nonperforming commercial loan and the foreclosure upon a $377 thousand commercial loan which was transitioned to other real estate owned. In addition, net charge-offs for the quarter ended September 30, 2020, increased $91 thousand compared to the quarter ended June 30, 2020, and increased $155 thousand compared to the quarter ended September 30, 2019. In the third quarter of 2020, commercial loans totaling $41.1 million and mortgage loans totaling $15.5 million were approved for modifications such as interest-only payments and payment deferrals. Of the $41.1 million of commercial loan modifications, $35.5 million were related to hotels. These modifications were not considered to be troubled debt restructurings.

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NONINTEREST INCOME
Noninterest income totaled $19.4 million for the quarter ended September 30, 2020, a decrease of $26.1 million, or 57.4%, from the quarter ended June 30, 2020, and an increase of $4.7 million, or 32.0%, from the quarter ended September 30, 2019.

The $26.1 million decrease in noninterest income from the quarter ended June 30, 2020, was due to a decrease of $20.9 million in the gain on derivatives and a decrease of $7.7 million in mortgage fee income due to the transition to the equity method investment accounting from the MVB Mortgage transaction. These decreases were partially offset by an increase of $13.6 million in equity method investments income related to the Company’s investment in ICM and an increase of $3.3 million in the gain on mortgage combination transaction. The decrease in noninterest income was also impacted by transactions closed and gains recognized in the second quarter of 2020, as follows: $9.6 million in the gain on sale of banking centers and $4.7 million in the bargain purchase gain from the acquisition of The First State Bank.

The $4.7 million increase in noninterest income from the quarter ended September 30, 2019, was due to an increase of $13.6 in equity method investments income related to the Company’s investment in ICM and an increase of $3.3 million in the gain on mortgage combination transaction. These increases were partially offset by a decrease of $8.6 million in the gain on derivatives and a decrease of $4.2 million in mortgage fee income. The decreases in both the gain on derivatives and mortgage fee income are directly related to the mortgage transaction that occurred on July 1, 2020.

NONINTEREST EXPENSE
Noninterest expense totaled $18.3 million for the quarter ended September 30, 2020, a decrease of $15.1 million, or 45.2%, from the quarter ended June 30, 2020, and a decrease of $5.1 million, or 21.9%, from the quarter ended September 30, 2019. The mortgage transaction that occurred on July 1, 2020 had the largest impact to the decreases noted in noninterest expense as a result of the transition to the equity method investment accounting.

The $15.1 million decrease in noninterest expense from the quarter ended June 30, 2020, was due to a decrease of $12.1 million in salaries and employee benefits, a decrease of $1.4 million in professional fees, and a decrease of $887 thousand in mortgage processing expense. Of the decrease in salaries and employee benefits expense, $13.5 million was primarily driven by the MVB Mortgage combination to form ICM.

The $5.1 million decrease in noninterest expense from the quarter ended September 30, 2019, was due to a
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decrease of $4.9 million in salaries and employee benefits and a decrease of $725 thousand in mortgage processing expense. Of the decrease in salaries and employee benefits expense, $8.2 million was primarily driven by the MVB Mortgage combination to form ICM.

STOCK REPURCHASE PROGRAM
As previously announced on August 19, 2020, the Board of Directors of the Company approved an extension of the current stock repurchase program, of which 49,100 shares were repurchased for $706 thousand. Under the extended program, the Company is authorized to repurchase up to an additional $5 million of its outstanding shares of common stock over the next 12 months or until the purchase is fully absorbed, whichever date comes first. During the third quarter of 2020, the Company repurchased 82,424 shares totaling $1.3 million. A total of 128,024 shares totaling $1.9 million have been repurchased in 2020.

DIVIDEND
As previously announced on August 21, 2020, MVB issued its third quarterly dividend for 2020, totaling a $0.27 per share payout year-to-date. The Company declared a quarterly cash dividend of $0.09 per share payable on September 15, 2020, to shareholders of record at the close of business on September 1, 2020.

About MVB Financial Corp.
MVB Financial Corp. (“MVB Financial” or “MVB”), the holding company of MVB Bank, Inc., is publicly traded on The Nasdaq Capital Market® under the ticker “MVBF.” Nasdaq is a leading global provider of trading, clearing, exchange technology, listing, information and public company services. Through its subsidiary, MVB Bank, Inc., and the Bank’s subsidiaries, MVB Community Development Corporation, Chartwell Compliance, Paladin Fraud, and MVB Technology, the Company provides financial services to individuals and corporate clients in the Mid-Atlantic region and beyond. For more information about MVB, please visit http://ir.mvbbanking.com.

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Forward-looking Statements
MVB Financial Corp. (the “Company”) has made forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, in this Earnings Release. These forward-looking statements are based on current expectations about the future and subject to risks and uncertainties. Forward-looking statements include, without limitation, information concerning possible or assumed future results of operations of the Company and its subsidiaries. When words such as “may,” “plans,” “believes,” “expects,” “anticipates,” “continues,” “may” or similar expressions occur in this Earnings Release, the Company is making forward-looking statements. Note that many factors could affect the future financial results of the Company and its subsidiaries, both individually and collectively, and could cause those results to differ materially from those expressed in the forward-looking statements contained in this Earnings Release. Those factors include but are not limited to: credit risk; changes in market interest rates; inability to achieve anticipated synergies; ability to successfully integrate recent mergers and acquisitions, including First State and Summit; competition; length and severity of the recent COVID-19 (coronavirus) outbreak and its impact on the Company’s business and financial condition; economic downturn or recession; and government regulation and supervision. Additional factors that may cause actual results to differ materially from those described in the forward-looking statements can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, as well as its other filings with the SEC, which are available on the SEC website at www.sec.gov. Except as required by law, the Company undertakes no obligation to update or revise any forward-looking statements.

Accounting standards require the consideration of subsequent events occurring after the balance sheet date for matters that require adjustment to, or disclosure in, the consolidated financial statements. The review period for subsequent events extends up to and including the filing date of a public company’s financial statements when filed with the Securities and Exchange Commission. Accordingly, the consolidated financial information in this announcement is subject to change.

Questions or comments concerning this Earnings Release should be directed to:

MVB Financial Corp.
Donald T. Robinson, Executive Vice President and CFO
(304) 598-3500
drobinson@mvbbanking.com
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MVB Financial Corp.
Financial Highlights
Consolidated Statements of Income
(Unaudited) (Dollars in thousands, except per share data)
QuarterlyYear-to-Date
20202020201920202019
Third QuarterSecond QuarterThird Quarter
Interest income$18,627 $21,774 $21,038 $61,100 $61,131 
Interest expense2,617 3,316 6,004 10,461 17,596 
Net interest income16,010 18,458 15,034 50,639 43,535 
Provision for loan losses8,631 6,596 657 16,365 1,557 
Net interest income after provision for loan losses7,379 11,862 14,377 34,274 41,978 
Noninterest income:
Mortgage fee income7,264 14,944 11,496 33,427 28,030 
Other income12,134 30,569 3,200 42,334 21,818 
Total noninterest income19,398 45,513 14,696 75,761 49,848 
Noninterest expense:
Salaries and employee benefits10,519 22,659 15,438 49,360 40,452 
Other expense7,746 10,674 7,942 26,894 21,766 
Total noninterest expenses18,265 33,333 23,380 76,254 62,218 
Income from continuing operations, before income taxes8,512 24,042 5,693 33,781 29,608 
Income tax expense - continuing operations2,021 6,008 1,347 8,208 7,139 
Net income from continuing operations6,491 18,034 4,346 25,573 22,469 
Income (loss) from discontinued operations, before income taxes— — (25)— 575 
Income tax expense (benefit) - discontinued operations— — (6)— 148 
Net income from discontinued operations— — (19)— 427 
Net income$6,491 $18,034 $4,327 $25,573 $22,896 
Preferred dividends116 115 121 345 364 
Net income available to common shareholders$6,375 $17,919 $4,206 $25,228 $22,532 
Earnings per share from continuing operations - basic$0.53 $1.50 $0.36 $2.11 $1.89 
Earnings per share from discontinued operations - basic— — — — 0.04 
Earnings per share - basic$0.53 $1.50 $0.36 $2.11 $1.93 
Earnings per share from continuing operations - diluted$0.53 $1.49 $0.35 $2.07 $1.84 
Earnings per share from discontinued operations - diluted— — — — 0.04 
Earnings per share - diluted$0.53 $1.49 $0.35 $2.07 $1.88 

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Condensed Consolidated Balance Sheets
(Unaudited) (Dollars in thousands)
September 30, 2020June 30, 2020December 31, 2019September 30, 2019
Cash and cash equivalents$295,823 $78,854 $28,002 $36,568 
Certificates of deposit with other banks12,301 13,046 12,549 13,541 
Securities available-for-sale, at fair value297,964 220,699 235,821 226,064 
Equity securities24,164 19,464 18,514 18,414 
Loans held for sale2,271 242,089 109,788 159,961 
Loans1,428,593 1,494,672 1,374,541 1,382,375 
Less: Allowance for loan losses(25,913)(17,742)(11,775)(11,874)
Net Loans1,402,680 1,476,930 1,362,766 1,370,501 
Premises and equipment26,176 24,586 21,974 25,446 
Assets of branches held for sale— — 46,554 — 
Goodwill2,350 19,232 19,630 19,630 
Other assets150,730 120,257 88,516 91,827 
Total assets$2,214,459 $2,215,157 $1,944,114 $1,961,952 
Noninterest-bearing deposits$642,835 $528,527 $278,547 $274,970 
Interest-bearing deposits1,256,122 1,335,436 986,495 1,181,434 
Deposits of branches held for sale— — 188,270 — 
Borrowed funds25,800 36,610 222,885 241,641 
Other liabilities55,586 86,084 55,981 57,667 
Stockholders' equity234,116 228,500 211,936 206,240 
Total liabilities and stockholders' equity$2,214,459 $2,215,157 $1,944,114 $1,961,952 

The breakdown of loans, premises and equipment, and deposits of branches held for sale is as follows:

(Dollars in thousands)September 30, 2020June 30, 2020December 31, 2019September 30, 2019
Commercial and non-residential real estate loans$— $— $16,132 $— 
Residential real estate and home equity loans— — 22,701 — 
Consumer and other loans— — 4,083 — 
Total loans— — 42,916 — 
Premises and equipment, net— — 3,638 — 
Assets of branches held for sale$— $— $46,554 $— 
Noninterest-bearing deposits$— $— $19,251 $— 
Interest-bearing deposits— — 169,019 — 
Deposits of branches held for sale$— $— $188,270 $— 
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Reportable Segments
(Unaudited)
Three Months Ended September 30, 2020Commercial & Retail BankingMortgage BankingFinancial Holding CompanyIntercompany EliminationsConsolidated
(Dollars in thousands)
Interest income$18,737 $78 $— $(188)$18,627 
Interest expense2,553 232 20 (188)2,617 
Net interest income (loss)16,184 (154)(20)— 16,010 
Provision for loan losses8,631 — — — 8,631 
Net interest income (loss) after provision for loan losses7,553 (154)(20)— 7,379 
Noninterest Income:
Mortgage fee income26 7,238 — — 7,264 
Other income3,080 9,555 1,481 (1,982)12,134 
Total noninterest income3,106 16,793 1,481 (1,982)19,398 
Noninterest Expenses:
Salaries and employee benefits7,526 82 2,911 — 10,519 
Other expense8,389 68 1,271 (1,982)7,746 
Total noninterest expenses15,915 150 4,182 (1,982)18,265 
Income (loss) before income taxes(5,256)16,489 (2,721)— 8,512 
Income tax expense (benefit)(1,556)4,245 (668)— 2,021 
Net income (loss)$(3,700)$12,244 $(2,053)$— $6,491 
Preferred stock dividends— — 116 — 116 
Net income (loss) available to common shareholders$(3,700)$12,244 $(2,169)$— $6,375 

Three Months Ended June 30, 2020Commercial & Retail BankingMortgage BankingFinancial Holding CompanyIntercompany EliminationsConsolidated
(Dollars in thousands)
Interest income$19,182 $3,538 $$(947)$21,774 
Interest expense3,027 1,517 23 (1,251)3,316 
Net interest income (loss)16,155 2,021 (22)304 18,458 
Provision for loan losses6,598 (2)— — 6,596 
Net interest income (loss) after provision for loan losses9,557 2,023 (22)304 11,862 
Noninterest Income:
Mortgage fee income40 15,208 — (304)14,944 
Other income17,792 13,354 1,679 (2,256)30,569 
Total noninterest income17,832 28,562 1,679 (2,560)45,513 
Noninterest Expenses:
Salaries and employee benefits6,170 13,584 2,905 — 22,659 
Other expense9,124 2,315 1,491 (2,256)10,674 
Total noninterest expenses15,294 15,899 4,396 (2,256)33,333 
Income (loss) before income taxes12,095 14,686 (2,739)— 24,042 
Income tax expense (benefit)2,880 3,800 (672)— 6,008 
Net income (loss)$9,215 $10,886 $(2,067)$— $18,034 
Preferred stock dividends— — 115 — 115 
Net income (loss) available to common shareholders$9,215 $10,886 $(2,182)$— $17,919 

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Three Months Ended September 30, 2019Commercial & Retail BankingMortgage BankingFinancial Holding CompanyIntercompany EliminationsConsolidated
(Dollars in thousands)
Interest income$19,299 $2,288 $$(558)$21,038 
Interest expense4,806 1,811 156 (769)6,004 
Net interest income (loss)14,493 477 (147)211 15,034 
Provision for loan losses625 32 — — 657 
Net interest income (loss) after provision for loan losses13,868 445 (147)211 14,377 
Noninterest Income:
Mortgage fee income121 11,587 — (212)11,496 
Other income2,138 1,112 1,516 (1,566)3,200 
Total noninterest income2,259 12,699 1,516 (1,778)14,696 
Noninterest Expenses:
Salaries and employee benefits4,820 8,318 2,300 — 15,438 
Other expense6,113 2,142 1,254 (1,567)7,942 
Total noninterest expenses10,933 10,460 3,554 (1,567)23,380 
Income (loss) from continuing operations, before income taxes5,194 2,684 (2,185)— 5,693 
Income tax expense (benefit) - continuing operations1,130 725 (508)— 1,347 
Net income (loss) from continuing operations$4,064 $1,959 $(1,677)$— $4,346 
Income from discontinued operations, before income taxes$— $— $(25)$— $(25)
Income tax expense - discontinued operations$— $— $(6)$— $(6)
Net income from discontinued operations$— $— $(19)$— $(19)
Net income (loss)$4,064 $1,959 $(1,696)$— $4,327 
Preferred stock dividends— — 121 — 121 
Net income (loss) available to common shareholders$4,064 $1,959 $(1,817)$— $4,206 

13


Nine Months Ended September 30, 2020Commercial & Retail BankingMortgage BankingFinancial Holding CompanyIntercompany EliminationsConsolidated
(Dollars in thousands)
Interest income$56,693 $6,034 $$(1,629)$61,100 
Interest expense9,418 3,136 78 (2,171)10,461 
Net interest income (loss)47,275 2,898 (76)542 50,639 
Provision for loan losses16,361 — — 16,365 
Net interest income (loss) after provision for loan losses30,914 2,894 (76)542 34,274 
Noninterest Income:
Mortgage fee income176 33,793 — (542)33,427 
Other income24,218 19,347 4,664 (5,895)42,334 
Total noninterest income24,394 53,140 4,664 (6,437)75,761 
Noninterest Expenses:
Salaries and employee benefits19,562 21,550 8,248 — 49,360 
Other expense24,172 4,780 3,837 (5,895)26,894 
Total noninterest expenses43,734 26,330 12,085 (5,895)76,254 
Income (loss) before income taxes11,574 29,704 (7,497)— 33,781 
Income tax expense (benefit)2,336 7,696 (1,824)— 8,208 
Net income (loss)$9,238 $22,008 $(5,673)$— $25,573 
Preferred stock dividends— — 345 — 345 
Net income (loss) available to common shareholders$9,238 $22,008 $(6,018)$— $25,228 


14


Nine Months Ended September 30, 2019Commercial & Retail BankingMortgage BankingFinancial Holding CompanyIntercompany EliminationsConsolidated
(Dollars in thousands)
Interest income$56,446 $5,858 $12 $(1,185)$61,131 
Interest expense14,303 4,303 728 (1,738)17,596 
Net interest income (loss)42,143 1,555 (716)553 43,535 
Provision for loan losses1,497 60 — — 1,557 
Net interest income (loss) after provision for loan losses40,646 1,495 (716)553 41,978 
Noninterest Income:
Mortgage fee income507 28,076 — (553)28,030 
Other income19,168 2,723 4,790 (4,863)21,818 
Total noninterest income19,675 30,799 4,790 (5,416)49,848 
Noninterest Expenses:
Salaries and employee benefits13,435 20,515 6,502 — 40,452 
Other expense16,958 6,009 3,662 (4,863)21,766 
Total noninterest expenses30,393 26,524 10,164 (4,863)62,218 
Income (loss) from continuing operations, before income taxes29,928 5,770 (6,090)— 29,608 
Income tax expense (benefit) - continuing operations6,969 1,574 (1,404)— 7,139 
Net income (loss) from continuing operations22,959 4,196 (4,686)— 22,469 
Income from discontinued operations, before income taxes— — 575 — 575 
Income tax expense - discontinued operations— — 148 — 148 
Net income from discontinued operations— — 427 — 427 
Net income (loss)$22,959 $4,196 $(4,259)$— $22,896 
Preferred stock dividends— — 364 — 364 
Net income (loss) available to common shareholders$22,959 $4,196 $(4,623)$— $22,532 
15


Average Balances and Interest Rates
(Unaudited) (Dollars in thousands)
Three Months EndedThree Months EndedThree Months Ended
September 30, 2020June 30, 2020September 30, 2019
Average
Balance
Interest
Income/
Expense
Yield/
Cost
Average
Balance
Interest
Income/
Expense
Yield/
Cost
Average
Balance
Interest
Income/
Expense
Yield/
Cost
Assets
Interest-bearing deposits in banks$174,203 $45 0.10 %$44,095 $16 0.15 %$9,562 $61 2.53 %
CDs with other banks12,641 61 1.91 12,811 64 2.00 14,143 71 1.99 
Investment securities:
     Taxable103,497 411 1.58 96,760 477 1.98 122,648 689 2.23 
     Tax-exempt 2
142,301 1,344 3.75 123,806 1,248 4.04 109,324 1,113 4.04 
Loans and loans held for sale: 1
     Commercial 3
1,160,214 14,108 4.82 1,165,649 14,319 4.93 1,002,595 13,599 5.38 
     Tax exempt 2
7,752 91 4.66 8,879 104 4.69 11,229 127 4.47 
     Real estate325,992 2,749 3.35 532,386 5,701 4.30 464,769 5,490 4.69 
     Consumer6,613 119 7.14 6,332 129 8.17 8,612 149 6.86 
Total loans1,500,571 17,067 4.51 1,713,246 20,253 4.74 1,487,205 19,365 5.17 
Total earning assets1,933,213 18,928 3.88 1,990,718 22,058 4.44 1,742,882 21,298 4.85 
Less: Allowance for loan losses(18,906)(14,253)(11,232)
Cash and due from banks28,299 34,449 18,366 
Other assets205,038 179,806 134,871 
     Total assets$2,147,644 $2,190,720 $1,884,887 
Liabilities
Deposits:
     NOW$381,375 $496 0.52 %$367,448 $775 0.85 %$384,977 $942 0.97 %
     Money market checking479,418 380 0.31 429,708 564 0.53 333,849 1,391 1.65 
     Savings49,698 0.06 41,485 0.08 37,335 0.01 
     IRAs12,389 44 1.41 12,408 47 1.52 17,342 84 1.92 
     CDs334,828 967 1.15 495,519 1,642 1.33 366,749 2,035 2.20 
Repurchase agreements and federal funds sold10,145 0.16 9,682 0.21 9,493 12 0.50 
FHLB and other borrowings34,138 699 8.12 76,739 252 1.32 212,102 1,383 2.59 
Subordinated debt4,124 20 1.92 4,124 23 2.24 9,535 156 6.49 
     Total interest-bearing liabilities1,306,115 2,617 0.79 1,437,113 3,316 0.93 1,371,382 6,004 1.74 
Noninterest bearing demand deposits542,467 454,486 271,294 
Other liabilities68,223 79,826 38,618 
     Total liabilities1,916,805 1,971,425 1,681,294 
Stockholders’ equity
Preferred stock7,334 7,334 7,644 
Common stock12,066 12,030 11,773 
Paid-in capital124,003 123,351 119,166 
Treasury stock(2,022)(1,437)(1,084)
Retained earnings90,113 79,820 67,312 
Accumulated other comprehensive (loss)(655)(1,803)(1,218)
     Total stockholders’ equity230,839 219,295 203,593 
     Total liabilities and stockholders’ equity$2,147,644 $2,190,720 $1,884,887 
Net interest spread (tax-equivalent)3.09 3.51 3.11 
Net interest income and margin (tax-equivalent) 2
$16,311 3.35 %$18,742 3.78 %$15,294 3.48 %
Less: Tax-equivalent adjustments$(301)$(284)$(260)
Net interest spread3.03 %3.46 %3.05 %
Net interest income and margin$16,010 3.29 %$18,458 3.72 %$15,034 3.42 %
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 periods presented, which is a non-GAAP financial measure. See the reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure following this table.
3 The Company’s PPP loans totaling $89.8 million are included in this amount for the three months ended June 30, 2020.
16


Average Balances and Interest Rates
(Unaudited) (Dollars in thousands)
Nine Months EndedNine Months Ended
September 30, 2020September 30, 2019
Average
Balance
Interest
Income/
Expense
Yield/
Cost
Average
Balance
Interest
Income/
Expense
Yield/
Cost
Assets
Interest-bearing deposits in banks$77,667 $110 0.19 %$8,904 $163 2.45 %
CDs with other banks12,667 187 1.97 14,498 216 1.99 
Investment securities:
     Taxable104,450 1,554 1.98 127,631 2,336 2.45 
     Tax-exempt 2
125,493 3,703 3.93 100,530 3,304 4.39 
Loans and loans held for sale: 1
     Commercial 3
1,138,438 42,292 4.95 973,547 39,258 5.39 
     Tax exempt 2
9,457 329 4.64 12,831 427 4.45 
     Real estate428,989 13,402 4.16 441,238 15,794 4.79 
     Consumer6,805 370 7.24 9,217 417 6.05 
Total loans1,583,689 56,393 4.74 1,436,833 55,896 5.20 
Total earning assets1,903,966 61,947 4.33 1,688,396 61,914 4.90 
Less: Allowance for loan losses(14,857)(11,174)
Cash and due from banks27,781 16,820 
Other assets178,701 129,594 
     Total assets$2,095,591 $1,823,636 
Liabilities
Deposits:
     NOW$385,413 $2,070 0.72 %$368,709 $2,510 0.91 %
     Money market checking447,219 2,397 0.71 319,919 3,721 1.56 
     Savings43,606 16 0.05 39,066 0.01 
     IRAs13,785 169 1.63 17,627 250 1.90 
     CDs388,190 4,188 1.44 403,294 6,640 2.20 
Repurchase agreements and federal funds sold9,784 19 0.26 11,764 37 0.42 
FHLB and other borrowings75,451 1,524 2.69 180,552 3,707 2.75 
Subordinated debt4,124 78 2.52 14,821 728 6.57 
     Total interest-bearing liabilities1,367,572 10,461 1.02 1,355,752 17,596 1.74 
Noninterest bearing demand deposits442,378 245,705 
Other liabilities63,853 31,305 
     Total liabilities1,873,803 1,632,762 
Stockholders’ equity
Preferred stock7,334 7,770 
Common stock12,031 11,709 
Paid-in capital123,342 117,923 
Treasury stock(1,533)(1,084)
Retained earnings81,476 58,726 
Accumulated other comprehensive (loss)(862)(4,170)
     Total stockholders’ equity221,788 190,874 
     Total liabilities and stockholders’ equity$2,095,591 $1,823,636 
Net interest spread (tax-equivalent)3.31 3.16 
Net interest income and margin (tax-equivalent) 2
$51,486 3.60 %$44,318 3.51 %
Less: Tax-equivalent adjustments$(847)$(783)
Net interest spread3.26 %3.10 %
Net interest income and margin$50,639 3.54 %$43,535 3.45 %
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 periods presented, which is a non-GAAP financial measure. See the reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure following this table.
3 The Company’s PPP loans totaling $89.8 million are included in this amount for the six months ended June 30, 2020.
17



The following table reconciles, as of the dates set forth below, net interest margin on a fully tax-equivalent basis:
Three Months EndedNine Months Ended
(Dollars in thousands)September 30, 2020June 30, 2020September 30, 2019September 30, 2020September 30, 2019
Net interest margin - U.S. GAAP basis
Net interest income$16,010 $16,171 $15,034 $50,639 $43,535 
Average interest-earning assets1,933,213 1,801,872 1,742,882 1,903,966 1,688,396 
Net interest margin3.29 %3.60 %3.42 %3.54 %3.45 %
Net interest margin - non-U.S. GAAP basis
Net interest income$16,010 $16,171 $15,034 $50,639 $43,535 
Plus: Impact of fully tax-equivalent adjustment301 261 260 847 783 
Net interest income on a fully tax-equivalent basis16,311 16,432 15,294 51,486 44,318 
Average interest-earning assets1,933,213 1,801,872 1,742,882 1,903,966 1,688,396 
Net interest margin on a fully tax-equivalent basis3.35 %3.66 %3.48 %3.60 %3.51 %
18


Selected Financial Data
(Unaudited) (Dollars in thousands, except per share data)
QuarterlyYear-to-Date
20202020201920202019
Third QuarterSecond QuarterThird Quarter
Earnings and Per Share Data:
Net income from continuing operations$6,491 $18,034 $4,346 $25,573 $22,469 
Net income from discontinued operations$— $— $(19)$— $427 
Net income$6,491 $18,034 $4,327 25,573 22,896 
Net income available to common shareholders$6,375 $17,919 $4,206 25,228 22,532 
Earnings per share from continuing operations - basic$0.53 $1.50 $0.36 $2.11 $1.89 
Earnings per share from discontinued operations - basic$— $— $— $— $0.04 
Earnings per share - basic$0.53 $1.50 $0.36 $2.11 $1.93 
Earnings per share from continuing operations - diluted$0.53 $1.49 $0.35 $2.07 $1.84 
Earnings per share from discontinued operations - diluted$— $— $— $— $0.04 
Earnings per share - diluted$0.53 $1.49 $0.35 $2.07 $1.88 
Cash dividends paid per common share$0.090 $0.090 $0.050 $0.270 $0.125 
Book value per common share$19.07 $18.48 $16.84 $19.07 $16.84 
Tangible book value per common share$18.66 $16.65 $14.87 $18.66 $14.87 
Weighted average shares outstanding - basic11,948,989 11,954,813 11,731,774 11,948,857 11,661,581 
Weighted average shares outstanding - diluted12,116,418 12,011,845 12,098,335 12,185,137 11,957,385 
Performance Ratios:
Return on average assets - continuing operations 1
1.21 %3.29 %0.92 %1.63 %1.64 %
Return on average assets - discontinued operations 1
— %— %— %— %0.03 %
Return on average assets 1
1.21 %3.29 %0.92 %1.63 %1.67 %
Return on average equity - continuing operations 1
11.25 %32.89 %8.54 %15.37 %15.69 %
Return on average equity - discontinued operations 1
— %— %(0.04)%— %0.30 %
Return on average equity 1
11.25 %32.89 %8.50 %15.37 %15.99 %
Net interest margin 2 3
3.35 %3.78 %3.48 %3.60 %3.51 %
Efficiency ratio 4
51.58 %52.11 %78.64 %60.33 %66.63 %
Overhead ratio 1 5
3.40 %6.09 %4.96 %4.85 %4.55 %
Equity to assets10.57 %10.32 %10.95 %10.57 %10.95 %
Asset Quality Data and Ratios:
Charge-offs$111 $23 $— $1,890 $676 
Recoveries$$$49 $17 $54 
Net loan charge-offs to total loans 1 6
0.03 %— %(0.01)%0.17 %0.06 %
Allowance for loan losses$25,913 $17,742 $11,874 $25,913 $11,874 
Allowance for loan losses to total loans 7
1.81 %1.19 %0.86 %1.81 %0.86 %
Nonperforming loans$14,893 $14,061 $5,627 $14,893 $5,627 
Nonperforming loans to total loans1.04 %0.94 %0.41 %1.04 %0.41 %
Mortgage Data:
Locked pipeline$— $486,093 $247,339 $— $247,339 
Sold loan volume$318,583 $848,954 $465,581 $1,590,761 $1,114,741 
Sold loan refinance volume$134,025 $542,123 $192,868 $885,965 $380,820 
1 annualized for the quarterly periods presented
2 net interest income as a percentage of average interest earning assets
3 presented on a fully tax-equivalent basis
4 noninterest expense as a percentage of net interest income and noninterest income
5 noninterest expense as a percentage of average assets
6 charge-offs less recoveries
7 excludes loans held for sale
19


Non-GAAP Reconciliation: Tangible Book Value per Common Share
(Unaudited) (Dollars in thousands)
QuarterlyYear-to-Date
20202020201920202019
Third QuarterSecond QuarterThird Quarter
Goodwill$2,350 $19,232 $19,630 $2,350 $19,630 
Intangibles2,554 2,708 3,649 2,554 3,649 
Total intangibles4,904 21,940 23,279 4,904 23,279 
Total equity234,116 228,500 206,240 234,116 206,240 
Less: Preferred equity(7,334)(7,334)(7,334)(7,334)(7,334)
Less: Total intangibles(4,904)(21,940)(23,279)(4,904)(23,279)
Tangible common equity221,878 199,226 175,627 221,878 175,627 
Tangible common equity221,878 199,226 175,627 221,878 175,627 
Common shares outstanding (000s)11,88911,96811,81411,88911,814
Tangible book value per common share$18.66 $16.65 $14.87 $18.66 $14.87 


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20