
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 March 31, ~~2021~~2022
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 April ~~30, 2021, the Registrant had 11,622,335~~29, 2022, there were 12,147,124 shares of our common stock outstanding with a par value of $1.00 per share.

TABLE OF CONTENTS

Forward-Looking Statements:

Statements in this Quarterly Report on Form 10-Q that are based on other than 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~~MVB Financial Corp. and its subsidiaries ~~(collectively, “we,” “our,” or “us”), including the Bank,~~ and statements preceded by, followed by or that include the words “may,” “could,” “should,” “would,” “will,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” ~~“projects,~~“project,” “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 ~~the Company's~~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 ~~the~~Item 2, Management’s Discussion and Analysis ~~section.~~of Financial Condition and Results of Operations. Factors that might cause such differences include, but are not limited to:


l			the length, severity, magnitude and duration of the Coronavirus Disease (“COVID-19”) pandemic and the direct and indirect impacts of the COVID-19 pandemic, including its impact on ~~the Company’s~~our financial condition and business operations;
l			changes in the economy, which could materially impact credit quality trends and the ability to generate loans and gather deposits, including the pace of recovery following the COVID-19 ~~pandemic;~~pandemic and the effects of inflation on our operations and operating expenses;
l			ability to successfully execute business plans, manage risks and achieve objectives, including strategies related to ~~recent~~ investments in financial technology (“Fintech”);
l			market, economic, operational, liquidity, credit and interest rate risks associated with ~~the Company's~~our business;
l			changes in local, national and international political and economic conditions, including without limitation, changes in the political and economic climate, economic conditions and other major developments, including wars, natural disasters, epidemics and pandemics, military actions and terrorist attacks;
l			changes in financial market conditions, either internationally, nationally or locally in areas in which ~~the Company conducts~~we conduct operations, including without limitation, reduced rates of business formation and growth, commercial and residential real estate development and real estate prices;
l			unanticipated changes in ~~the Company's~~our liquidity position, including but not limited to changes in access to sources of liquidity and capital to address ~~its~~our liquidity needs;
l			deposits include certain concentrations with large customers and industries;
l			changes in interest rates;
l			the quality and composition of the loan and securities portfolios;
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 the Dodd-Frank Act and Economic Growth, Regulatory Relief and Consumer Protection Act (“EGRRCPA”);
l			uncertainty about the discontinued use of the London Inter-bank Offered Rate (“LIBOR”) and the transition to an alternative rate;
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 or critical third parties, including without limitation, with respect to data processing, information systems, ~~cyber-security,~~ technological changes, vendor problems, business interruptions and fraud risk;


l			increasing risk of continually evolving, sophisticated cybersecurity activities faced by financial institutions and others 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			failure or circumvention of internal controls;
l			legislation or regulatory changes which adversely affect operations or business, including changes to address the impact of COVID-19 through the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) and other legislative and regulatory responses to the COVID-19 pandemic; ~~and~~


l			~~ability to comply with applicable~~increased emphasis by regulators on federal and state consumer protection laws ~~and regulations;~~ 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 future adoption of ~~new Current Expected Credit Losses~~the current expected credit losses (“CECL”) standard; and
l			costs of deposit insurance and changes with respect to Federal Deposit Insurance Corporation (“FDIC”) insurance coverage levels.
l			~~other risks and uncertainties detailed in Part I,~~ ~~Item 1A, Risk Factors, in the Annual Report to Shareholders on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”).~~

~~Certain risk factors that might cause actual results~~Further, we urge you to ~~differ materially from~~carefully review and consider the cautionary statements and disclosures, specifically those ~~presented are more fully described~~made in ~~the 2020 Form 10-K, filed with the SEC on March 9, 2021, within~~ Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”), filed with the Securities and Exchange Commission ("SEC") on March 10, 2022, and from time to time, in our other filings with the ~~Securities and Exchange Commission (“SEC”).~~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, ~~the Company specifically disclaims any~~we undertake no obligation to update any ~~factors or to publicly announce the result of revisions to any of the~~ forward-looking statements ~~included herein~~in order to reflect ~~future events~~any event or ~~developments.~~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. References to “the Bank” refer to our wholly-owned banking subsidiary, MVB Bank, Inc.

PART I – FINANCIAL INFORMATION

Item 1 – Financial Statements

MVB Financial Corp. and Subsidiaries

Consolidated Balance Sheets

(Dollars in thousands, except per share data)

March 31, 2021 December 31, 2020
(Unaudited) (Audited)
ASSETS
Cash and cash equivalents:
Cash and due from banks $ 19,603 $ 19,110
Interest-bearing balances with banks 320,013 244,783
Total cash and cash equivalents 339,616 263,893
Certificates of deposit with banks 11,803 11,803
Investment securities available-for-sale 423,122 410,624
Equity securities 28,200 27,585
Loans held-for-sale 0 1,062
Loans receivable 1,694,385 1,453,744
Allowance for loan losses (26,214) (25,844)
Loans receivable, net 1,668,171 1,427,900
Premises and equipment, net 27,290 26,203
Bank-owned life insurance 41,512 41,262
Equity method investment 39,883 46,494
Accrued interest receivable and other assets 64,142 72,300
Goodwill 2,350 2,350
TOTAL ASSETS $ 2,646,089 $ 2,331,476
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Noninterest-bearing $ 837,221 $ 715,791
Interest-bearing 1,379,332 1,266,598
Total deposits 2,216,553 1,982,389
Accrued interest payable and other liabilities 36,612 55,931
Repurchase agreements 10,613 10,266
FHLB and other borrowings 102,185 0
Subordinated debt 43,443 43,407
Total liabilities 2,409,406 2,091,993
STOCKHOLDERS’ EQUITY
Preferred stock - par value $1,000; 20,000 shares authorized; 0 shares issued and outstanding as of March 31, 2021 and 733 shares issued and outstanding as December 31, 2020 0 7,334
Common stock - par value $1; 20,000,000 shares authorized; 12,438,061 and 11,590,045 shares issued and outstanding, respectively, as of March 31, 2021 and 12,374,322 and 11,526,306 shares issued and outstanding, respectively, as of December 31, 2020 12,438 12,374
Additional paid-in capital 130,337 129,119
Retained earnings 112,068 105,171
Accumulated other comprehensive income (loss) (1,892) 2,226
Treasury stock - 848,016 shares as of March 31, 2021 and December 31, 2020, at cost (16,741) (16,741)
Total equity attributable to parent 236,210 239,483
Noncontrolling interest 473 0
Total stockholders' equity 236,683 239,483
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 2,646,089 $ 2,331,476


	March 31, 2022		December 31, 2021
	(Unaudited)		(Audited)
ASSETS
Cash and cash equivalents:
Cash and due from banks	$	4,965	$	8,878
Interest-bearing balances with banks	349,007		298,559
Total cash and cash equivalents	353,972		307,437
Certificates of deposit with banks	2,229		2,719
Investment securities available-for-sale	395,301		421,466
Equity securities	34,447		32,402
Loans held-for-sale	9,161		—
Loans receivable	1,897,853		1,869,838
Allowance for loan losses	(18,808)		(18,266)
Loans receivable, net	1,879,045		1,851,572
Premises and equipment, net	25,357		25,052
Bank-owned life insurance	42,500		42,257
Equity method investments	43,063		40,013
Accrued interest receivable and other assets	104,401		65,543

Goodwill	3,988		3,988
TOTAL ASSETS	$	2,893,464	$	2,792,449

LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Noninterest-bearing	$	1,308,998	$	1,120,433
Interest-bearing	1,200,081		1,257,172
Total deposits	2,509,079		2,377,605

Accrued interest payable and other liabilities	35,328		55,126
Repurchase agreements	12,101		11,385

Subordinated debt	73,094		73,030
Total liabilities	2,629,602		2,517,146

STOCKHOLDERS’ EQUITY

Common stock - par value $1; 20,000,000 shares authorized; 12,991,140 and 12,143,124 shares issued and outstanding, respectively, as of March 31, 2022 and 12,934,966 and 12,086,950 shares issued and outstanding, respectively, as of December 31, 2021	12,991		12,935
Additional paid-in capital	144,968		143,521
Retained earnings	139,024		138,219
Accumulated other comprehensive loss	(17,162)		(3,606)
Treasury stock - 848,016 shares as of March 31, 2022 and December 31, 2021, at cost	(16,741)		(16,741)
Total equity attributable to parent	263,080		274,328
Noncontrolling interest	782		975
Total stockholders' equity	263,862		275,303
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,893,464	$	2,792,449

See accompanying notes to unaudited consolidated financial statements.

MVB Financial Corp. and Subsidiaries

Consolidated Statements of Income

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

Three Months Ended March 31
2021 2020
INTEREST INCOME
     Interest and fees on loans $ 16,892 $ 18,939
     Interest on deposits with banks 122 111
     Interest on investment securities 631 666
     Interest on tax-exempt loans and securities 1,418 983
     Total interest income 19,063 20,699
INTEREST EXPENSE
     Interest on deposits 1,048 3,910
     Interest on short-term borrowings 44 583
     Interest on subordinated debt 466 35
Total interest expense 1,558 4,528
NET INTEREST INCOME 17,505 16,171
     Provision for loan losses 618 1,138
     Net interest income after provision for loan losses 16,887 15,033
NONINTEREST INCOME
     Payment card and service charge income 1,493 550
     Mortgage fee income 0 11,219
     Insurance and investment services income 224 207
     Gain on sale of available-for-sale securities, net 1,143 276
     Loss on derivatives, net 0 (3,562)
     Holding gain on equity securities, net 515 14
     Compliance consulting income 1,281 1,009
     Equity method investment income 6,469 0
     Other operating income 1,333 1,137
     Total noninterest income 12,458 10,850
NONINTEREST EXPENSES
     Salaries and employee benefits 11,911 16,182
     Occupancy expense 1,158 1,220
     Equipment depreciation and maintenance 1,041 877
     Data processing and communications 909 1,163
     Mortgage processing 0 851
     Marketing, contributions and sponsorships 65 336
     Professional fees 1,742 1,331
     Insurance, tax and assessment expense 538 464
     Travel, entertainment, dues and subscriptions 884 1,218
     Other operating expenses 870 1,014
     Total noninterest expense 19,118 24,656
Income before income taxes 10,227 1,227
Income tax expense 2,169 179
Net income before noncontrolling interest 8,058 1,048
Net loss attributable to noncontrolling interest 27 0
Net income attributable to parent 8,085 1,048
Preferred dividends 35 114
Net income available to common shareholders $ 8,050 $ 934
Earnings per common shareholder - basic $ 0.70 $ 0.08
Earnings per common shareholder - diluted $ 0.66 $ 0.08
Weighted-average shares outstanding - basic 11,530,279 11,942,767
Weighted-average shares outstanding - diluted 12,286,731 12,298,092


	Three Months Ended March 31,
	2022		2021
INTEREST INCOME
Interest and fees on loans	$	21,448	$	16,892
Interest on deposits with banks	227		122
Interest on investment securities	648		631
Interest on tax-exempt loans and securities	939		1,418
Total interest income	23,262		19,063

INTEREST EXPENSE
Interest on deposits	656		1,048
Interest on short-term borrowings	5		44
Interest on subordinated debt	753		466
Total interest expense	1,414		1,558

NET INTEREST INCOME	21,848		17,505
Provision for loan losses	1,280		618
Net interest income after provision for loan losses	20,568		16,887

NONINTEREST INCOME
Payment card and service charge income	2,642		1,493

Insurance and investment services income	254		224
Gain on sale of available-for-sale securities, net	650		1,143

Gain on sale of loans, net	1,083		—

Holding gain (loss) on equity securities, net	(59)		515
Compliance and consulting income	3,869		1,281
Equity method investment income	1,138		6,469

Equity method investment gain	1,803		—
Other operating income	490		1,333
Total noninterest income	11,870		12,458

NONINTEREST EXPENSES
Salaries and employee benefits	17,961		11,911
Occupancy expense	972		1,158
Equipment depreciation and maintenance	1,226		1,041
Data processing and communications	1,016		909

Marketing, contributions and sponsorships	325		65
Professional fees	2,821		1,742
Insurance, tax and assessment expense	536		538
Travel, entertainment, dues and subscriptions	1,978		884
Other operating expenses	2,027		870
Total noninterest expense	28,862		19,118
Income before income taxes	3,576		10,227
Income taxes	905		2,169
Net income before noncontrolling interest	2,671		8,058



Net loss attributable to noncontrolling interest	193		27
Net income attributable to parent	2,864		8,085
Preferred dividends	—		35
Net income available to common shareholders	$	2,864	$	8,050



Earnings per common shareholder - basic	$	0.24	$	0.70


Earnings per common shareholder - diluted	$	0.22	$	0.66
Weighted-average shares outstanding - basic	12,093,179		11,530,279
Weighted-average shares outstanding - diluted	12,927,811		12,286,731

See accompanying notes to unaudited consolidated financial statements.

MVB Financial Corp. and Subsidiaries

Consolidated Statements of Comprehensive Income

(Unaudited) (Dollars in thousands)

Three Months Ended March 31
2021 2020
Net income $ 8,058 $ 1,048
Other comprehensive loss:
Unrealized holding gain (loss) on securities available-for-sale (6,331) 1,414
Income tax effect 1,483 (382)
Reclassification adjustment for gain recognized in income (1,143) (276)
Income tax effect 268 75
Change in defined benefit pension plan 1,705 (706)
Income tax effect (399) 190
Reclassification adjustment for amortization of net actuarial loss recognized in income 127 105
Income tax effect (30) (28)
Reclassification adjustment for carrying value adjustment - investment hedge recognized in income 264 (1,793)
Income tax effect (62) 484
Total other comprehensive loss (4,118) (917)
Comprehensive loss attributable to noncontrolling interest 27 0
Comprehensive income $ 3,967 $ 131


	Three Months Ended March 31,
	2022		2021
Net income before noncontrolling interest	$	2,671	$	8,058

Other comprehensive loss:

Unrealized holding loss on securities available-for-sale	(17,519)		(6,331)


Reclassification adjustment for gain recognized in income	(650)		(1,143)


Change in defined benefit pension plan	369		1,705


Reclassification adjustment for amortization of net actuarial loss recognized in income	107		127


Reclassification adjustment for carrying value adjustment - investment hedge recognized in income	(10)		264

Other comprehensive loss, before tax	(17,703)		(5,378)

Income taxes related to items of other comprehensive loss:
Unrealized holding loss on securities available-for-sale	4,104		1,483
Reclassification adjustment for gain recognized in income	152		268
Change in defined benefit pension plan	(86)		(399)
Reclassification adjustment for amortization of net actuarial loss recognized in income	(25)		(30)
Reclassification adjustment for carrying value adjustment - investment hedge recognized in income	2		(62)
Income taxes related to items of other comprehensive loss	4,147		1,260


Total other comprehensive loss, net of tax	(13,556)		(4,118)

Comprehensive loss attributable to noncontrolling interest	193		27

Comprehensive income (loss)	(10,692)		$	3,967

See accompanying notes to unaudited consolidated financial statements.

MVB Financial Corp. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity

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

Preferred stock 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 Shares Amount
Balance at December 31, 2020 733 $ 7,334 12,374,322 $ 12,374 $ 129,119 $ 105,171 $ 2,226 848,016 $ (16,741) $ 239,483 $ 0 $ 239,483
Net income — — — — — 8,085 — — — 8,085 (27) 8,058
Other comprehensive loss — — — — — — (4,118) — — (4,118) — (4,118)
Dividends on common stock ($0.10 per share) — — — — — (1,153) — — — (1,153) — (1,153)
Dividends on preferred stock — — — — — (35) — — — (35) — (35)
Stock-based compensation — — — — 592 — — — — 592 — 592
Redemption of preferred stock (733) (7,334) — — — — — — — (7,334) — (7,334)
Common stock options exercised — — 52,584 53 637 — — — — 690 — 690
Restricted stock units issued — — 11,155 11 (11) — — — — — — 0
Noncontrolling interests due to acquisition — — — — — — — — — — 500 500
Balance at March 31, 2021 0 $ 0 12,438,061 $ 12,438 $ 130,337 $ 112,068 $ (1,892) 848,016 $ (16,741) $ 236,210 $ 473 $ 236,683
Balance at December 31, 2019 733 $ 7,334 11,995,366 $ 11,995 $ 122,516 $ 72,496 $ (1,321) 51,077 $ (1,084) $ 211,936 $ 0 $ 211,936
Net income — — — — — 1,048 — — — 1,048 — 1,048
Other comprehensive loss — — — — — — (917) — — (917) — (917)
Dividends on common stock ($0.09 per share) — — — — — (1,076) — — — (1,076) — (1,076)
Dividends on preferred stock — — — — — (114) — — — (114) — (114)
Stock-based compensation — — — — 498 — — — — 498 — 498
Common stock options exercised — — 2,500 3 35 — — — — 38 — 38
Common stock repurchased — — — — — — — 16,300 (260) (260) — (260)
Balance at March 31, 2020 733 $ 7,334 $ — 11,997,866 $ 11,998 $ — $ 123,049 $ — $ 72,354 $ — $ (2,238) $ — 67,377 $ (1,344) $ 211,153 $ 0 $0 $ 211,153


	Preferred stock			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								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 investment	—	—		—	—		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

Balance at December 31, 2020	733	$	7,334	12,374,322	$	12,374	$	129,119	$	105,171	$	2,226	848,016	$	(16,741)	$	239,483	$	—	$	239,483

Net income (loss)	—	—		—	—		—		8,085		—		—	—		8,085		(27)		8,058
Other comprehensive loss	—	—		—	—		—		—		(4,118)		—	—		(4,118)		—		(4,118)
Dividends on common stock (0.10 per share)	—	—		—	—		—		(1,153)		—		—	—		(1,153)		—		(1,153)
Dividends on preferred stock	—	—		—	—		—		(35)		—		—	—		(35)		—		(35)
Stock-based compensation	—	—		—	—		592		—		—		—	—		592		—		592
Redemption of preferred stock	(733)	(7,334)		—	—		—		—		—		—	—		(7,334)		—		(7,334)
Common stock options exercised	—	—		52,584	53		637		—		—		—	—		690		—		690
Restricted stock units issued	—	—		11,155	11		(11)		—		—		—	—		—		—		—
Noncontrolling interests due to acquisition	—	—		—	—		—		—		—		—	—		—		500		500

Balance at March 31, 2021	—	$	—	12,438,061	$	12,438	$	130,337	$	112,068	$	(1,892)	848,016	$	(16,741)	$	236,210	$	473	$	236,683

See accompanying notes to unaudited consolidated financial statements.

MVB Financial Corp. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited) (Dollars in thousands)

Three Months Ended March 31,
2021 2020
OPERATING ACTIVITIES
Net income $ 8,058 $ 1,048
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
     Net amortization and accretion of investments 898 302
     Net amortization of deferred loan costs 669 114
     Provision for loan losses 618 1,138
     Depreciation and amortization 1,003 908
     Stock-based compensation 592 498
     Loans originated for sale 0 (484,989)
     Proceeds of loans sold 1,062 419,868
     Holding gain on equity securities (515) (14)
     Mortgage fee income 0 (11,219)
     Gain on sale of available-for-sale securities (1,156) (276)
     Loss on sale of available-for-sale securities 13 0
     Gain on sale of portfolio loans 0 (130)
     Income on bank-owned life insurance (249) (223)
     Deferred income taxes (1,036) (929)
     Equity method investment income (6,469) 0
     Return on equity method investment 13,080 0
     Other assets 10,768 (18,831)
     Other liabilities (17,120) 14,116
     Net cash from operating activities 10,216 (78,619)
INVESTING ACTIVITIES
     Purchases of available-for-sale investment securities (74,714) (16,325)
     Maturities/paydowns of available-for-sale investment securities 13,674 18,990
     Sales of available-for-sale investment securities 41,037 10,318
     Purchases of premises and equipment (1,436) (1,384)
     Loans, net (241,558) (16,063)
     Purchases of restricted bank stock (295) (7,439)
     Redemptions of restricted bank stock 0 13,414
     Proceeds from sale of other real estate owned 0 52
     Purchase of bank-owned life insurance (1) 0
     Purchase of equity securities (100) (498)
     Net cash from investing activities (263,393) 1,065
FINANCING ACTIVITIES
     Deposits, net 234,164 332,734
     Repurchase agreements, net 347 (826)
     FHLB and other borrowings, net 102,185 (192,070)
     Payment of subordinated debt issuance costs 36 0
     Preferred stock redemption (7,334) 0
     Common stock repurchased 0 (260)
     Common stock options exercised 690 38
     Cash dividends paid on common stock (1,153) (1,076)
     Cash dividends paid on preferred stock (35) (114)
     Net cash from financing activities 328,900 138,426
Increase in cash and cash equivalents 75,723 60,872
Cash and cash equivalents, beginning of period 263,893 28,002
Cash and cash equivalents, end of period $ 339,616 $ 88,874
Cash payments for:
     Interest on deposits, repurchase agreements and borrowings $ 1,261 $ 5,511
Supplemental disclosure of cash flow information:
     Fair value of noncontrolling interest at acquisition date $ 500 $ 0
     Loans transferred to other real estate owned 0 23
     Employee stock-based compensation tax withholding obligations 0 35


	Three Months Ended March 31,
	2022		2021
OPERATING ACTIVITIES
Net income before noncontrolling interest	$	2,671	$	8,058
Adjustments to reconcile net income to net cash from operating activities:
Net amortization and accretion of investments	646		898
Net amortization of deferred loan costs	604		669
Provision for loan losses	1,280		618
Depreciation and amortization	851		1,003
Stock-based compensation	674		592
Stock-based compensation related to equity method investment	104		—
Loans originated for sale	(16,452)		—
Proceeds of loans sold	10,804		1,062
Holding gain (loss) on equity securities	59		(515)

Gain on sale of available-for-sale securities, net	(650)		(1,143)



Gain on sale of loans	(1,083)		—

Gain on sale of other real estate owned	(21)		—
Income on bank-owned life insurance	(243)		(249)
Deferred income taxes	9		(1,036)
Equity method investment income	(1,138)		(6,469)
Equity method investment gain	(1,803)		—
Return on equity method investment	7,286		13,080
Other assets	(41,605)		10,768
Other liabilities	(19,332)		(17,120)
Net cash from operating activities	(57,339)		10,216
INVESTING ACTIVITIES
Purchases of available-for-sale investment securities	(62,635)		(74,714)
Maturities/paydowns of available-for-sale investment securities	9,533		13,674
Sales of available-for-sale investment securities	60,635		41,037
Purchases of premises and equipment	(1,227)		(1,436)


Net increase in loans	(31,787)		(241,558)
Purchases of restricted bank stock	—		(295)
Redemptions of restricted bank stock	68		—
Proceeds from maturities of certificates of deposit with banks	490		—

Proceeds from sale of other real estate owned	245		—
Purchase of bank-owned life insurance	—		(1)

Purchase of equity securities	(2,304)		(100)



Net cash from investing activities	(26,982)		(263,393)
FINANCING ACTIVITIES
Net increase in deposits	131,474		234,164
Net increase in repurchase agreements	716		347
Net change in FHLB and other borrowings	—		102,185


Payment of subordinated debt issuance costs	—		36

Preferred stock redemption	—		(7,334)

Common stock options exercised	725		690

Cash dividends paid on common stock	(2,059)		(1,153)
Cash dividends paid on preferred stock	—		(35)

Stock purchase from noncontrolling interest	—		—
Net cash from financing activities	130,856		328,900
Increase in cash and cash equivalents	46,535		75,723
Cash and cash equivalents, beginning of period	307,437		263,893
Cash and cash equivalents, end of period	$	353,972	$	339,616


Cash payments for:
Interest on deposits, repurchase agreements and borrowings	$	865	$	1,261
Income taxes	119		—





Supplemental disclosure of cash flow information:
Fair value of noncontrolling interests at acquisition date	$	—	$	500

See accompanying notes to unaudited consolidated financial statements.

910

Notes to the Consolidated Financial Statements

Note 1 – Nature of Operations and Basis of Presentation

Business and Organization

MVB Financial Corp. ~~(“MVB” or the “Company”)~~ is a financial holding company organized as a West Virginia corporation in 2003 that operates principally through its ~~wholly owned~~wholly-owned subsidiary, MVB Bank, Inc. ~~(the “Bank”).~~ The Bank’s subsidiaries include MVB Insurance, LLC, ~~a title insurance company~~ (“MVB Insurance”), MVB Community Development Corporation (“MVB CDC”), ProCo Global, Inc. (“Chartwell”, which began doing business under the registered trade name Chartwell Compliance), Paladin Fraud, LLC (“Paladin Fraud”) and MVB ~~Technology, LLC~~Edge Ventures, Inc. (“~~MVB Technology”~~Edge Ventures”). The ~~Company~~Bank owns a controlling interest in Trabian Technology, Inc. (“Trabian”) and Edge Ventures wholly-owns Victor Technologies Inc. ("Victor"), as well as controlling interests in MVB Technology, LLC ("MVB Technology") and Flexia Payments, LLC (“Flexia”). The Bank also owns ~~a minority interest~~equity method investments in Intercoastal Mortgage Company, LLC (“ICM”) and ~~the Bank~~Interchecks Technologies, Inc. ("Interchecks"), and MVB Financial Corp. owns ~~a majority interest~~an equity method investment in ~~Flexia Payments,~~Ayers Socure II, LLC ~~(“Flexia”~~("Ayers Socure II").

~~The Company conducts~~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. Subsidiaries of Edge Ventures include MVB Technology, Victor and Flexia.

We conduct a wide range of business activities through the Bank, primarily commercial and retail (“CoRe”) banking services, as well as Fintech banking. ~~The Company also continues to be involved in new~~

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 ~~provide~~ independent banking toand corporate clients throughout the United ~~States by leveraging recent investments~~States. Our dedicated Fintech sales team specializes in providing banking services to corporate Fintech ~~related companies. The Company considers Fintech companies as those entities that use technology to electronically move funds.~~

~~COVID-19 Pandemic~~

~~Throughout 2020~~clients, with a primary focus on operational risk management and ~~into 2021, economies throughout~~compliance. Managing banking relationships with clients in the ~~world have been severely disrupted as a result of the outbreak of COVID-19. The outbreak~~payments, digital savings, cryptocurrency, crowd funding, lottery and ~~any preventative or protective actions~~gaming industries is complex, from both an operational and regulatory perspective. We believe that the ~~Company or its clients may take in respect~~complexity of ~~this virus may result~~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 ~~period~~safe and efficient manner, we believe these industries offer an excellent source of ~~disruption, including the Company’s financial reporting capabilities, its operations generally~~stable, low cost deposits and ~~could potentially impact the Company’s clients, providers~~noninterest, fee-based income. We analyze each industry thoroughly, both from an operational and ~~third parties. The extent to which the COVID-19 pandemic impacts the Company’s future operating results will depend on future developments, which are highly uncertain and cannot be predicted.~~regulatory viewpoint.

Principles of Consolidation and Basis of Presentation

The financial statements are consolidated to include the accounts of ~~the Company,~~MVB and its ~~subsidiary,~~subsidiaries, including the Bank and the Bank’s subsidiaries. ~~These~~In our opinion, the accompanying consolidated financial statements ~~have been prepared~~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”) ~~for interim financial information, practices in the banking industry~~ and with instructions tofor Form ~~10-Q.~~10-Q and Article 10 of Regulation S-X of the SEC. All significant ~~inter-company~~intercompany accounts and transactions have been eliminated in ~~the~~ consolidated financial statements. ~~In the opinion of management, all adjustments considered necessary for a fair presentation~~Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been ~~included and are of a normal, recurring nature.~~omitted. The consolidated balance sheet as of December 31, ~~2020~~2021 has been derived from audited financial statements included in the ~~Company's Annual~~2021 Form 10-K. The information presented in this Quarterly Report on Form ~~10-K for~~10-Q should be read in conjunction with our audited consolidated financial statements and notes thereto included in the ~~2020~~2021 Form 10-K. Operating results for the three months ended March 31, ~~2021~~2022 are not necessarily indicative of the results that may be expected for the year

ending December 31, ~~2021.~~2022.

~~In February 2021,~~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 ~~entered into~~owns a majority interests in Flexia, Trabian and MVB Technology. We own an ~~agreement to acquire an 80%~~80.0% interest in ~~Flexia.~~each of Flexia ~~owns~~and Trabian and a license for technology which allows users to access a reloadable account that combines a debit card account and casino gaming accounts into one card, allowing them for non-cash transactions at participating casinos in the United States and Canada. Although the Company owns, through its subsidiary, the Bank, an 80%93.4% interest in ~~Flexia, the Company is~~MVB Technology. Accordingly, we are required to consolidate 100% of ~~Flexia~~each entity within the consolidated financial statements. The remaining ~~20% is~~20.0% of Flexia and Trabian and 6.6% of MVB Technology are accounted for separately as noncontrolling interests within ~~the~~our consolidated financial statements. Noncontrolling interest represents the portion of ownership and profit or loss that is attributable to the minority owners of ~~Flexia.~~

In preparing the consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses for the period. Estimates are based on known facts and circumstances and actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change relate to determination of the allowance for loan losses (“ALL”), purchased credit impaired loans (“PCI loans”), derivative instruments, goodwill and deferred tax assets and liabilities.these entities.

Unconsolidated investments where ~~the Company has~~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~~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 ~~these~~ investments accounted for under the equity method, ~~the Company records its~~we record our investment in non-consolidated affiliates and the portion of

income or loss in equity in earnings of non-consolidated affiliates. ~~The Company~~We periodically ~~evaluates~~evaluate these investments for impairment. As of March 31, ~~2021, the Company holds 1~~2022, we hold 3 equity method ~~investment.~~investments.

~~Certain information and footnote disclosures normally included in~~Preparation of our consolidated financial statements ~~prepared~~ in accordance with U.S. GAAP ~~have been omitted. These consolidated financial statements should be read~~requires us to make estimates and assumptions that affect the amounts reported in ~~conjunction with~~ the consolidated financial statements and ~~notes thereto included in~~accompanying notes. These estimates are based upon the ~~Company’s 2020 Form 10-K.~~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 loan losses (“ALL”).

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

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

COVID-19 Pandemic

Since 2020 and continuing into 2022, economies throughout the world have been severely disrupted as a result of the outbreak of COVID-19. The outbreak and any preventative or protective actions that we or our clients may take related to this virus may result in a period of disruption, including our financial reporting capabilities, our operations generally and could potentially impact our clients, providers and third parties. While significant progress has been made to combat the outbreak of COVID-19, the extent to which the COVID-19 pandemic will continue to impact our future operating results will depend on future developments, including resurgences, such as the recent acceleration of the spread of variants and related sub-variants of COVID-19, which are highly uncertain and cannot be predicted.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and subsequent amendments to the initial guidance in November 2018, ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, in April 2019, ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, in May 2019, ASU 2019-05, Financial Instruments – Credit Losses, Topic 326 and in November 2019, ASU 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, all of which clarifies codification and corrects unintended application of the guidance. 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. ~~PCI~~Purchased credit impaired ("PCI") 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. The guidance was initially effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. On November 15, 2019, the FASB issued ASU 2019-10, Financial Investments – Credit Issues (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, which finalizes a delay in the effective date of the

standard for smaller reporting companies ~~until January 2023. The Company expects~~(“SRCs”). Effective as of the first quarter of 2022, we no longer qualified as an SRC. However, because we met the criteria to be an SRC as of the issuance date of this guidance, we are eligible for the delay in effective date and plan to adopt this standard for fiscal years ending after December 15, 2022. We currently expect to recognize a one-time cumulative effect adjustment to the ALL as of ~~the beginning of the first reporting period in which the new standard is effective,~~January 1, 2023, but cannot yet determine the magnitude of any such one-time adjustment or the overall impact of the new guidance on the consolidated financial statements. In that regard, ~~the Company has~~we have formed a cross-functional implementation team. ~~The~~This cross-functional team is ~~working to develop an~~currently in the process of testing the model and completing the implementation plan, which will include assessment and documentation of processes, internal controls and data sources; model ~~development~~testing and documentation; and system configuration, among other things. ~~The Company is~~We are also in the process of implementing a third-party vendor solution to assist itus in the application of this standard. The adoption of this standard could result in an increase in the ALL 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. While ~~the Company is~~we are currently unable to reasonably estimate the impact of adopting ASU 2016-13, ~~it expects~~we expect that the impact of adoption will be significantly influenced by the composition, characteristics and quality of ~~its~~our loan portfolio, as well as the prevailing economic conditions and forecasts as of the adoption date.

~~In August 2018, the FASB issued ASU 2018-14,~~ ~~Compensation – Retirement Benefits – Defined Benefit Plans – General (Subtopic 715-20): Disclosure Framework – Changes to the Disclosure Requirement for Defined Benefit Plans~~, which modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The updates in this ASU are part of the disclosure framework project ASU 2018-14 and modify the disclosure requirements under Accounting Standards Codification (“ASC”) 715-20 for employers that sponsor defined benefit pension or other postretirement plans. Those modifications include the removal and addition of disclosure requirements as well as clarifying specific disclosure requirements. The ASU removed the following disclosures: 1) the amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year; 2) the amount and timing of plan assets expected to be returned to the employer; 3) the disclosures related to the June 2001 amendments to the Japanese Welfare Pension Insurance Law; 4) related party disclosures about the amount of future annual benefits covered by insurance and annuity contracts and significant transactions between the employer or related parties and the plan; 5) for nonpublic entities, the reconciliation of the opening balances to the closing balances of plan assets measured on a recurring basis in Level 3 of the fair value hierarchy; however, nonpublic entities will be required to disclose separately the amounts of transfers into and out of Level 3 of the fair value hierarchy and purchases of Level 3 plan assets and 6) for public entities, the effects of a one-percentage-point change in assumed health care cost trend rates on the (i) aggregate of the service and interest cost components of net periodic benefit costs and (ii) benefit obligation for postretirement health care benefits. The ASU added the following disclosures: 1) the weighted-

average interest crediting rates for cash balance plans and other plans with promised interest crediting rates and 2) an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period. The ASU then clarified the following disclosures: 1) the projected benefit obligation (“PBO”) and fair value of plan assets for plans with PBOs more than plan assets; and 2) the accumulated benefit obligation (“ABO”) and fair value of plan assets for plans with ABOs more than plan assets. ASU 2018-14 is effective for public business entities for fiscal years ending after December 15, 2020. As ASU 2018-14 revises disclosure requirements. As ASU 2018-04 only revises disclosure requirements, the adoption did not have a material impact on the Company's interim consolidated financial statements. The Company's year-end disclosures will be revised to comply with the new requirements.

~~In January 2020, the FASB issued ASU 2020-01,~~ Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. ASU 2020-01 clarifies the interaction between accounting standards related to equity securities, equity method investments and certain derivatives, including accounting for the transition into and out of the equity method and measuring certain purchased options and forward contracts to acquire investments. The amendments were effective for the Company beginning January 1, 2021 and did not have a material effect on its consolidated financial statements.

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. The guidance is effective from the date of issuance until December 31, 2022. 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. ~~The Company~~We will continue to assess the impact as the reference rate transition occurs over the next ~~two years.~~year.

In March 2022, the FASB issued ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. The amendments eliminate the accounting guidance for troubled debt restructurings ("TDRs") in subtopic 310-40, Receivables - Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors when a borrower is experiencing financial difficulty. Rather than applying the recognition and measurement guidance for TDRs, an entity must apply the loan refinancing and restructuring guidance in paragraphs 310-20-35-9 through 35-11 of the codification to determine whether a modification results in a new loan or a continuation of an existing loan. The amendments also include provisions for disclosure of current-period gross writeoffs by year of origination for financing receivables and net investment in leases within the scope of subtopic 326-20, Financial Instruments - Credit Losses - Measured at Amortized Cost. Gross writeoff information must be included in the vintage disclosures required for public business entities which requires that an entity disclose the amortized cost basis of financing receivables by credit-quality indicator and class of financing receivable by year of origination. This amendment is effective concurrently with the amendments in ASU 2016-13 which is currently effective for fiscal years beginning after December 15, 2022. These amendments primarily impact disclosure requirements and we do not believe it will have a material impact on our consolidated financial statements.

In March 2022, the SEC released Staff Accounting Bulletin No. 121 ("SAB 121"), which updates the SEC's position regarding the accounting for obligations to safeguard crypto-assets an entity holds for platform users. When a reporting entity holds crypto-assets for platform users and maintains the cryptographic key information necessary to access the crypto-asset, the reporting entity should present a liability on its balance sheet to reflect its obligation to safeguard the crypto-assets held for platform users. The liability represents the loss exposure due to the risks associated with safeguarding crypto-assets. The entity should also record an asset at the same time that recognizes the fair value of the crypto-assets held for its platform users. SAB 121 is effective no later than the first interim or annual period ending after June 15, 2022, with retrospective application as of the beginning of the fiscal year to which the interim or annual period relates. We do not currently expect this update to impact our consolidated financial statements.

Note 2 – Investment Securities

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


	March 31, 2022
(Dollars in thousands)	Amortized Cost		Unrealized Gain		Unrealized Loss		Fair Value
United States government agency securities	$	54,992	$	42	$	(2,583)	$	52,451
United States sponsored mortgage-backed securities	74,393		1		(5,913)		68,481
United States treasury securities	112,049		—		(6,207)		105,842
Municipal securities	154,673		1,756		(5,086)		151,343
Corporate debt securities	8,801		16		(1)		8,816
Other debt securities	7,500		—		—		7,500
Total debt securities	412,408		1,815		(19,790)		394,433
Other securities	868		—		—		868
Total investment securities available-for-sale	$	413,276	$	1,815	$	(19,790)	$	395,301


		March 31, 2021									December 31, 2021
(Dollars in thousands)	(Dollars in thousands)	Amortized Cost		Unrealized Gain		Unrealized Loss		Fair Value		(Dollars in thousands)	Amortized Cost		Unrealized Gain		Unrealized Loss		Fair Value
United States government agency securities	United States government agency securities	$	48,483	$	446	$	(825)	$	48,104	United States government agency securities	$	41,105	$	228	$	(896)	$	40,437
United States sponsored mortgage-backed securities	United States sponsored mortgage-backed securities	90,076		428		(1,297)		89,207		United States sponsored mortgage-backed securities	77,519		222		(1,633)		76,108
United States treasury securities	United States treasury securities	56,953		97		(80)		56,970		United States treasury securities	112,133		—		(1,744)		110,389
Municipal securities	Municipal securities	206,135		4,607		(1,008)		209,734		Municipal securities	171,044		4,334		(366)		175,012
Corporate debt securities										Corporate debt securities	11,093		49		—		11,142
Other debt securities	Other debt securities	7,500		0		0		7,500		Other debt securities	7,500		—		—		7,500
Total debt securities	Total debt securities	409,147		5,578		(3,210)		411,515		Total debt securities	420,394		4,833		(4,639)		420,588
Other securities	Other securities	11,543		109		(45)		11,607		Other securities	878		—		—		878
Total investment securities available-for-sale	Total investment securities available-for-sale	$	420,690	$	5,687	$	(3,255)	$	423,122	Total investment securities available-for-sale	$	421,272	$	4,833	$	(4,639)	$	421,466

December 31, 2020
(Dollars in thousands) Amortized Cost Unrealized Gain Unrealized Loss Fair Value
United States government agency securities $ 56,207 $ 995 $ (210) $ 56,992
United States sponsored mortgage-backed securities 94,968 972 (171) 95,769
Municipal securities 223,642 8,327 (82) 231,887
Other debt securities 7,500 0 0 7,500
Total debt securities 382,317 10,294 (463) 392,148
Other securities 18,401 146 (71) 18,476
Total investment securities available-for-sale $ 400,718 $ 10,440 $ (534) $ 410,624

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

March 31, 2021
(Dollars in thousands) Amortized Cost Fair Value
Within one year $ 0 $ 0
After one year, but within five years 62,819 63,045
After five years, but within ten years 37,397 37,427
After ten years 308,931 311,043
Total $ 409,147 $ 411,515


	March 31, 2022
(Dollars in thousands)	Amortized Cost		Fair Value
Within one year	$	1,002	$	1,005
After one year, but within five years	123,837		117,572
After five years, but within ten years	32,690		31,219
After ten years	254,879		244,637
Total	$	412,408	$	394,433

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

Investment securities with a carrying value of ~~$239.4~~$245.4 million and ~~$229.4~~$244.6 million at March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively, were pledged to secure public funds, repurchase agreements and potential borrowings at the Federal Reserve Discount Window.

~~The Company’s~~Our investment portfolio includes securities that are in an unrealized loss position as of March 31, ~~2021,~~2022, the details of which are included in the following table. Although these securities ~~if sold at March 31, 2021,~~ would result in a pretax loss of ~~$3.3~~$19.8 million ~~the Company has~~if sold at March 31, 2022, we currently have no ~~intent to sell~~intention of selling the applicable securities at such fair values, and ~~maintains the Company has~~believe that we have the ability to hold these securities until all principal has been recovered. It is more likely than not that ~~the Company~~we will not, for liquidity purposes, sell any securities at a loss. Declines in the fair ~~values~~value of these securities can be traced to general market conditions, which reflect the prospect for the economy as a whole. When determining other-than-temporary impairment on securities, ~~the Company considers~~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, ~~the Company’s~~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. As of March 31, ~~2021, the Company considers~~2022, we consider all securities with unrealized loss positions to be temporarily ~~impaired, and consequently, does~~impaired. As a result, we do not believe ~~the Company~~we will sustain any material realized losses as a result of the current decline in fair value.

The following tables ~~presents~~disclose the length of time that investments have remained in an unrealized loss position ~~as of the periods indicated:~~at March 31, 2022 and December 31, 2021:


	March 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 (33)	$	13,511	$	(648)	$	19,897	$	(1,935)
United States sponsored mortgage-backed securities (50)	29,379		(1,930)		38,704		(3,983)
United States treasury securities (24)	105,841		(6,207)		—		—
Municipal securities (98)	59,393		(4,402)		7,518		(684)
Corporate debt securities (4)	—		(1)		—		—

	$	208,124	$	(13,188)	$	66,119	$	(6,602)

March 31, 2021
(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 (28) $ 23,502 $ (705) $ 11,617 $ (120)
United States sponsored mortgage-backed securities (21) 68,695 (1,287) 2,005 (10)
United States treasury securities (9) 35,568 (80) 0 0
Municipal securities (86) 73,445 (952) 2,049 (56)
Other securities (3) 1,957 (43) 1,013 (2)
$ 203,167 $ (3,067) $ 16,684 $ (188)


	December 31, 2021
(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 (21)	$	5,101	$	(77)	$	21,770	$	(819)
United States sponsored mortgage-backed securities (30)	55,354		(1,346)		7,845		(287)
United States treasury securities (24)	110,389		(1,744)		—		—
Municipal securities (53)	32,221		(270)		7,001		(96)

	$	203,065	$	(3,437)	$	36,616	$	(1,202)

December 31, 2020
(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 (27) $ 19,021 $ (68) $ 12,574 $ (142)
United States sponsored mortgage-backed securities (9) 15,331 (155) 3,349 (16)
Municipal securities (14) 11,856 (82) 0 0
Other securities (5) 3,947 (71) 0 0
$ 50,155 $ (376) $ 15,923 $ (158)

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

Three Months Ended March 31,
(Dollars in thousands) 2021 2020
Sales of available-for-sale investments $ 41,037 $ 10,318
Gains, gross 1,156 276
Losses, gross 13 0


	Three Months Ended March 31,
(Dollars in thousands)	2022		2021
Sales of available-for-sale securities	$	60,635	$	41,037
Gains, gross	717		1,156
Losses, gross	67		13





Unrealized holding gains (losses) on equity securities	(59)		515

~~For the three months ended March 31, 2021 and 2020, the Company sold 0 equity investments.~~

For the three months ended March 31, 2021, the Company recognized unrealized holding gains on equity securities of $0.5 million which are included in noninterest income. Unrealized holding gains on equity securities for the three months ended March 31, 2020 were not material.

~~Qualified Affordable Housing Projects~~

The Company has invested, as a limited partner, in 3 Section 42 affordable housing investment funds. In exchange for these investments, the Company receives its pro rata share of income, expense, gains and losses, including tax credits, that are received by the projects. As of March 31, 2021 and December 31, 2020, the Company has recognized, as an investment, $2.7 million and $2.8 million in the aggregate between the 3 affordable housing investment funds and has recognized cumulative losses of $1.3 million and $1.2 million from these funds as of March 31, 2021 and December 31, 2020, respectively.

Note 3 – Loans and Allowance for Loan Losses

Prior to the ICM transaction, the Company routinely generated one to four family mortgages for sale into the secondary market. During the three months ended March 31, 2020, the Company received sales proceeds of $419.9 million, resulting in mortgage fee income of $11.2 million.

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

(Dollars in thousands) March 31, 2021 December 31, 2020
Commercial and non-residential real estate $ 1,353,339 $ 1,141,114
Residential real estate 275,710 240,264
Home equity 28,843 30,828
Consumer 3,149 3,156
Total 1,661,041 1,415,362
Purchased credit impaired loans:
Commercial and non-residential real estate 19,834 21,008
Residential real estate 14,306 16,943
Consumer 1,284 1,488
Total purchased credit impaired loans 35,424 39,439
Total Loans $ 1,696,465 $ 1,454,801
Deferred loan origination costs and (fees), net (2,080) (1,057)
Loans receivable $ 1,694,385 $ 1,453,744


(Dollars in thousands)	March 31, 2022		December 31, 2021
Commercial:
Business	785,307		818,986
Real estate	599,262		561,718
Acquisition, development and construction	96,838		99,823
Total commercial	$	1,481,407	$	1,480,527
Residential real estate	313,563		306,140
Home equity	21,424		22,186
Consumer	65,631		43,919
Total loans, excluding PCI	1,882,025		1,852,772
Purchased credit impaired loans:
Commercial:
Business	2,381		2,629
Real estate	9,140		11,018
Acquisition, development and construction	246		257
Total commercial	$	11,767	$	13,904
Residential real estate	3,782		4,358

Consumer	398		413
Total purchased credit impaired loans	15,947		18,675
Total Loans	$	1,897,972	$	1,871,447
Deferred loan origination costs and (fees), net	(119)		(1,609)
Loans receivable	$	1,897,853	$	1,869,838

~~The Company~~We currently ~~manages its~~manage our loan portfolios and the respective exposure to credit losses (credit risk) by the following specific portfolio segments, which are levels at which ~~the Company develops~~we develop and ~~documents its~~document our systematic methodology to determine the allowance for credit losses attributable to each respective portfolio segment. These segments are 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~~owner-occupied real estate, and to finance future cash flows of Federal ~~Government~~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 ~~company~~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 ~~company~~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.

Commercial acquisition, development and construction loans – Commercial acquisition, development and construction loans are intended to finance the construction of commercial and residential properties, including the construction of single-family dwellings, 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.

Commercial Small Business Administration (“SBA”) loans – Loans originated through the various SBA programs have become an area of lending focus for the Bank. As of March 31, 2022, these loans have not yet been designated as a unique portfolio segment due to the relative insignificance from a loan volume perspective. These loans are currently included within the loan types noted above, based on the purpose of each loan originated. However, it is anticipated that this portfolio will continue to expand through a dedicated SBA lending focus, which we continue to monitor. When appropriate, the portfolio segments will be adjusted to segregate the SBA loan portfolio segment from the other commercial loan portfolio segments.

Commercial SBA Paycheck Protection Program (“PPP”) loans –This segment includes the loan originated through the ~~recently created~~ SBA PPP ~~loans.~~loan program. Credit risk is heightened as this SBA program mandates that these loans require no collateral and no guarantors of the loans. However, the loans are backed by a full guaranty of the SBA, so long as the loans were originated in accordance with the program guidelines. Additionally, these loans are eligible for full forgiveness by the SBA so long as the borrowers comply with the program guidelines as it pertains to their eligibility to borrow these funds, as well as their use of the funds.

Residential mortgage loans – This residential real estate subsegment contains permanent and construction mortgage loans principally to consumers secured by residential real estate. Residential real estate loans 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,~~builder’s, continuing financial stability, which can be adversely impacted by job loss, divorce, illness or personal bankruptcy, among other factors. 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 also includes loans purchased from a third-party originator which it originates to finance the purchase of personal automotive vehicles. 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.

1517

The following table presents impaired loans by class, excluding PCI loans, segregated by those for which a specific allowance was required and those for which a specific allowance was not necessary as of the periods indicated:


		Impaired Loans with Specific Allowance				Impaired Loans with No Specific Allowance		Total Impaired Loans					Impaired Loans with Specific Allowance				Impaired Loans with No Specific Allowance		Total Impaired Loans
(Dollars in thousands)	(Dollars in thousands)	Recorded Investment		Related Allowance		Recorded Investment		Recorded Investment		Unpaid Principal Balance		(Dollars in thousands)	Recorded Investment		Related Allowance		Recorded Investment		Recorded Investment		Unpaid Principal Balance
March 31, 2021
March 31, 2022												March 31, 2022
Commercial	Commercial											Commercial
Commercial business		$	3,504	$	741	$	3,824	$	7,328	$	8,770
Commercial real estate		767		267		956		1,723		1,877
Acquisition and development		0		0		2,035		2,035		3,441
Business												Business	$	2,356	$	218	$	8,729	$	11,085	$	12,944
Real estate												Real estate	661		224		535		1,196		1,315
Acquisition, development and construction												Acquisition, development and construction	—		—		1,139		1,139		2,554

Total commercial	Total commercial	4,271		1,008		6,815		11,086		14,088		Total commercial	3,017		442		10,403		13,420		16,813
Residential	Residential	0		0		1,927		1,927		2,160		Residential	1,212		84		7,152		8,364		8,376
Home equity	Home equity	0		0		95		95		95		Home equity	—		—		230		230		235
Consumer	Consumer	0		0		3		3		3		Consumer	473		111		39		512		512
Total impaired loans	Total impaired loans	$	4,271	$	1,008	$	8,840	$	13,111	$	16,346	Total impaired loans	$	4,702	$	637	$	17,824	$	22,526	$	25,936

December 31, 2020
December 31, 2021												December 31, 2021
Commercial	Commercial											Commercial
Commercial business		$	3,431	$	1,032	$	5,653	$	9,084	$	10,440
Commercial real estate		772		264		944		1,716		1,864
Acquisition and development		0		0		2,534		2,534		3,939
Business												Business	$	2,401	$	232	$	8,796	$	11,197	$	13,010
Real estate												Real estate	668		243		543		1,211		1,329
Acquisition, development and construction												Acquisition, development and construction	—		—		1,392		1,392		2,807

Total commercial	Total commercial	4,203		1,296		9,131		13,334		16,243		Total commercial	3,069		475		10,731		13,800		17,146
Residential	Residential	0		0		1,960		1,960		2,232		Residential	—		—		8,179		8,179		8,219
Home equity	Home equity	0		0		95		95		95		Home equity	—		—		217		217		221
Consumer	Consumer	0		0		5		5		5		Consumer	—		—		259		259		259
Total impaired loans	Total impaired loans	$	4,203	$	1,296	$	11,191	$	15,394	$	18,575	Total impaired loans	$	3,069	$	475	$	19,386	$	22,455	$	25,845

The following table presents the average recorded investment in impaired loans, excluding PCI loans, and related interest income recognized for the periods indicated:

Three Months Ended March 31,
2021 2020
(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
  Commercial business $ 6,521 $ 0 $ 0 $ 3,261 $ 0 $ 0
  Commercial real estate 2,278 11 10 2,898 26 23
  Acquisition and development 357 0 0 2,048 29 19
  SBA PPP 0 0 0 0 0 0
    Total commercial 9,156 11 10 8,207 55 42
Residential 1,944 3 4 2,382 5 5
Home equity 69 0 0 101 0 0
Consumer 3 0 0 19 0 0
Total $ 11,172 $ 14 $ 14 $ 10,709 $ 60 $ 47


	Three Months Ended March 31,
	2022						2021
(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	$	10,505	$	—	$	—	$	6,521	$	—	$	—
Real estate	1,728		16		18		2,278		11		10
Acquisition, development and construction	322		—		—		357		—		—

Total commercial	12,555		16		18		9,156		11		10
Residential	8,370		5		5		1,944		3		4
Home equity	190		—		—		69		—		—
Consumer	433		—		—		3		—		—
Total	$	21,548	$	21	$	23	$	11,172	$	14	$	14

As of March 31, ~~2021,~~2022, the Bank’s other real estate owned balance totaled ~~$5.2~~$2.1 million, of which ~~$4.1~~$1.5 million was related to the acquisition of The First State Bank (“First State”) in 2020. The Bank held ~~37 foreclosed residential real estate properties representing $3.5~~$1.9 million, or ~~67.3%, of the total balance of other real estate owned. The remaining $1.7 million, or 32.7%~~90.0%, of other real estate owned ~~is the~~as a result of the foreclosure of 7 unrelated commercial loans. The remaining $0.2 million, or 10.0%, consists of 4 foreclosed residential real estate properties. There are 911 additional consumer mortgage loans collateralized by residential real estate

properties in the process of foreclosure, with a total recorded investment of

~~$0.7~~ $2.1 million as of March 31, ~~2021.~~2022. These include five ~~MVB~~legacy Bank loans totaling ~~$0.2~~$1.4 million and ~~four~~six loans acquired from First State ~~loans~~ totaling ~~$0.5~~$0.7 million. These loans are included in the table above and have 0 specific allowance allocated to them.

Bank management uses a ~~9 point~~9-point internal risk rating system to monitor the credit quality of the overall loan portfolio. The first 6 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 ~~bank~~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 ~~make~~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 category includes assets that are currently protected but are potentially weak, resulting in an undue and unwarranted credit risk, but not to the point of justifying a Substandard classification. Loans in the Substandard category have well-defined weaknesses that jeopardize the liquidation of the debt and have a distinct possibility that some loss will be sustained if the weaknesses are not corrected. Any portion of a loan that has been or is expected to be charged off is placed in the ~~Loss~~"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 Credit Department ensures that a review of all commercial relationships of $1.0 million or ~~greater~~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 larger commercial relationships or criticized relationships. The Bank's Credit Department compiles detailed reviews, including plans for resolution, on loans classified as Substandard on a quarterly basis. Loans in the Special Mention and Substandard categories that are collectively evaluated for impairment are given separate consideration in the determination of the allowance.

1719

The following table represents the classes of the loan portfolio, excluding PCI loans, 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 indicated:

(Dollars in thousands) Pass Special Mention Substandard Doubtful Total
March 31, 2021
Commercial
     Commercial business $ 523,254 $ 14,114 $ 14,081 $ 962 $ 552,411
     Commercial real estate 425,841 31,503 33,774 533 491,651
     Acquisition and development 87,603 25,064 4,366 1,683 118,716
     SBA PPP 190,561 0 0 0 190,561
          Total commercial 1,227,259 70,681 52,221 3,178 1,353,339
Residential 271,772 933 2,834 171 275,710
Home equity 28,295 380 142 26 28,843
Consumer 3,120 24 5 0 3,149
          Total Loans $ 1,530,446 $ 72,018 $ 55,202 $ 3,375 $ 1,661,041
December 31, 2020
Commercial
     Commercial business $ 496,222 $ 9,529 $ 17,045 $ 1,095 $ 523,891
     Commercial real estate 356,544 32,044 34,001 533 423,122
     Acquisition and development 80,771 25,001 4,184 2,170 112,126
     SBA PPP 81,975 0 0 0 81,975
          Total commercial 1,015,512 66,574 55,230 3,798 1,141,114
Residential 236,250 948 2,896 170 240,264
Home equity 30,277 381 144 26 30,828
Consumer 3,124 32 0 0 3,156
          Total Loans $ 1,285,163 $ 67,935 $ 58,270 $ 3,994 $ 1,415,362


(Dollars in thousands)	Pass		Special Mention		Substandard		Doubtful		Total
March 31, 2022
Commercial
Business	$	754,937	$	11,133	$	19,212	$	25	$	785,307
Real estate	558,252		11,965		28,972		73		599,262
Acquisition, development and construction	89,471		4,955		1,592		820		96,838

Total commercial	1,402,660		28,053		49,776		918		1,481,407
Residential	302,094		794		8,701		1,974		313,563
Home equity	20,817		392		189		26		21,424
Consumer	65,113		7		511		—		65,631
Total loans	$	1,790,684	$	29,246	$	59,177	$	2,918	$	1,882,025

December 31, 2021
Commercial
Business	$	789,413	$	11,964	$	17,581	$	28	$	818,986
Real estate	520,446		12,065		29,134		73		561,718
Acquisition, development and construction	89,768		4,960		4,031		1,064		99,823

Total commercial	1,399,627		28,989		50,746		1,165		1,480,527
Residential	294,933		899		9,815		493		306,140
Home equity	21,582		387		191		26		22,186
Consumer	43,645		15		259		—		43,919
Total loans	$	1,759,787	$	30,290	$	61,011	$	1,684	$	1,852,772

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 ~~thorough~~complete review is presented to the Chief Credit Officer and/or the ~~SARC,~~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, ~~when it~~ becomes likely the borrower cannot or will not make scheduled principal or interest payments, ~~when~~ full repayment of principal and interest is not expected or ~~when~~ the loan displays potential loss characteristics. Normally, all accrued interest is charged off when a loan is placed in non-accrual status unless ~~the Company believes~~we believe it is likely the accrued interest will be collected. Any payments subsequently received are applied to the principal. ~~To remove a loan from non-accrual status, all~~All principal and interest due must be paid ~~up to date~~up-to-date and the Bank is reasonably sure of future satisfactory payment ~~performance.~~performance to remove a loan from non-accrual status. Usually, this requires thethe receipt of six consecutive months of regular, on-time ~~payments~~.payments. Removal of a loan from non-accrual status will require the approval of the Chief Credit Officer and/or SARC.

1820

The following table presents the classes of the loan portfolio, excluding PCI loans, summarized by aging categories of performing loans and non-accrual loans as of the periods indicated:

(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
March 31, 2021
Commercial
     Commercial business $ 551,150 $ 23 $ 244 $ 994 $ 1,261 $ 552,411 $ 6,938 $ 0
     Commercial real estate 490,992 69 42 548 659 491,651 956 0
     Acquisition and development 116,190 578 0 1,948 2,526 118,716 2,036 0
     SBA PPP 190,561 0 0 0 0 190,561 0 0
          Total commercial 1,348,893 670 286 3,490 4,446 1,353,339 9,930 0
Residential 267,500 1,740 5,767 703 8,210 275,710 1,549 0
Home equity 28,657 75 16 95 186 28,843 95 0
Consumer 3,145 0 0 4 4 3,149 3 0
          Total Loans $ 1,648,195 $ 2,485 $ 6,069 $ 4,292 $ 12,846 $ 1,661,041 $ 11,577 $ 0
December 31, 2020
Commercial
     Commercial business $ 521,799 $ 1,040 $ 33 $ 1,019 $ 2,092 $ 523,891 $ 8,601 $ 0
     Commercial real estate 422,343 34 212 533 779 423,122 944 0
     Acquisition and development 109,686 0 0 2,440 2,440 112,126 2534 0
     SBA PPP 81,975 0 0 0 0 81,975 0 0
          Total commercial 1,135,803 1,074 245 3,992 5,311 1,141,114 12,079 0
Residential 235,420 2,058 1,969 817 4,844 240,264 1,534 0
Home equity 30,369 289 75 95 459 30,828 95 0
Consumer 3,156 0 0 0 0 3,156 5 0
          Total Loans $ 1,404,748 $ 3,421 $ 2,289 $ 4,904 $ 10,614 $ 1,415,362 $ 13,713 $ 0


(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
March 31, 2022
Commercial
Business	$	781,516	$	618	$	21	$	3,152	$	3,791	$	785,307	$	7,873	$	—
Real estate	599,064		—		125		73		198		599,262		224		—
Acquisition, development and construction	95,770		—		—		1,068		1,068		96,838		1,383		—

Total commercial	1,476,350		618		146		4,293		5,057		1,481,407		9,480		—
Residential	310,257		1,822		—		1,484		3,306		313,563		7,826		—
Home equity	21,212		102		—		110		212		21,424		230		—
Consumer	63,502		2,129		—		—		2,129		65,631		512		—
Total loans	$	1,871,321	$	4,671	$	146	$	5,887	$	10,704	$	1,882,025	$	18,048	$	—

December 31, 2021
Commercial
Business	$	815,766	$	1,718	$	11	$	1,491	$	3,220	$	818,986	$	8,261	$	—
Real estate	561,519		126		—		73		199		561,718		192		—
Acquisition, development and construction	98,524		67		412		820		1,299		99,823		1,392		—

Total commercial	1,475,809		1,911		423		2,384		4,718		1,480,527		9,845		—
Residential	300,988		3,343		285		1,524		5,152		306,140		7,636		—
Home equity	21,974		—		119		93		212		22,186		217		—
Consumer	41,991		1211		461		256		1928		43,919		259		—
Total loans	$	1,840,762	$	6,465	$	1,288	$	4,257	$	12,010	$	1,852,772	$	17,957	$	—

An ALL is maintained to absorb losses from the loan portfolio. The ALL is based on management’s continuing evaluation of the risk characteristics and credit quality of the loan portfolio, assessment of current economic conditions, diversification and size of the portfolio, adequacy of collateral, past and anticipated loss experience and the amount of non-performing loans.

The Bank’s methodology for determining the ALL is based on the requirements of ASC ~~Section 310-10-35~~Topic 310 - Receivables ("ASC 310") 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 Loan and Lease Losses and other bank regulatory guidance. The total of the 2 components represents the Bank’s ALL. The ~~Bank’s methodology allows for the analysis of~~Bank analyzes certain impaired 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, when considered impaired, are evaluated collectively for impairment by applying allocation rates derived from the Bank’s historical losses specific to impaired ~~loans. Total collectively evaluated impaired~~ loans ~~excluding~~and the ~~PCI loans acquired from First State, were $2.0 million and $2.0 million, while the related reserves were $0.1 million and $0.1~~reserve totaled$0.1 million as of both March 31, ~~2021~~2022 andDecember 31, ~~2020. Such collectively evaluated impaired~~2021. These loans are included in total loans individually evaluated for impairment and in total impaired ~~loans.~~loans as these are individually identified as impaired prior to the collective application of allocation rates to calculate impairment.

Loans that are collectively evaluated for impairment are analyzed with general allowances being made as appropriate. For general allowances, historical loss trends are used in the estimation of losses in the current portfolio. These historical loss amounts are modified by qualified factors.

The loan segments described above, which are based on the federal call code assigned to each loan, provide the starting point for the ALL analysis. ~~Company and Bank management track~~Management tracks the historical net charge-off activity at the call code level. A historical charge-off factor is calculated utilizing a defined number of consecutive historical quarters. All pools currently utilize a rolling 12 quarters.

“Pass” rated credits are segregated from “Criticized” credits for the application of qualitative factors. Loans in the criticized pools, which possess certain qualities or characteristics that may lead to collection and loss issues, are closely monitored by management and subject to additional qualitative factors.

~~Company and Bank management have~~Management has identified a number of additional qualitative factors which it uses to supplement the historical charge-off factor because these factors are likely to cause estimated credit losses associated with the existing loan pools to differ from historical loss experience. The additional factors that are evaluated quarterly and updated using information obtained from internal, regulatory and governmental sources are: 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. The combination of historical charge-off and qualitative factors are then weighted for each risk grade. These weightings are determined internally based upon the likelihood of loss as a loan risk grading deteriorates.

To estimate the liability for off-balance sheet credit exposures, Bank management analyzed the portfolios of letters of credit, non-revolving lines of credit and revolving lines of credit and based its calculation on the expectation of future advances of each loan category. Letters of credit were determined to be highly unlikely to advance since they are generally in place only to ensure various forms of performance of the borrowers. In the Bank’s history, there have been no letters of credit drawn upon. In addition, many of the letters of credit are cash secured and do not warrant an allocation. Non-revolving lines of credit were determined to be highly likely to advance as these are typically construction lines. Meanwhile, the likelihood of revolving lines of credit advancing varies with each individual borrower. Therefore, the future usage of each line was estimated based on the average line utilization of the revolving line of credit portfolio as a whole.

Once the estimated future advances were calculated, an allocation rate, which was derived from the Bank’s historical losses and qualitative environmental factors, was applied in ~~the~~a similar manner as those used for the allowance for loan 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 March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, the liability for unfunded commitments related to loans held for investment, excluding loans acquired from First State, was ~~$0.6~~$0.5 million.

Bank management reviews the loan portfolio on a quarterly basis using a defined, consistently applied process in order to make appropriate and timely adjustments to the ALL. When information confirms all or part of specific loans to be uncollectible, these amounts are promptly charged off against the ALL.

The following table presents the primary segments of the ALL, excluding PCI loans, 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 indicated:

(Dollars in thousands) Commercial Residential Home Equity Consumer Total
ALL balance at December 31, 2020 $ 24,033 $ 1,378 $ 298 $ 51 $ 25,760
     Charge-offs (265) 0 0 0 (265)
     Recoveries 10 0 4 3 17
     Provision 501 135 (19) (5) 612
ALL balance at March 31, 2021 $ 24,279 $ 1,513 $ 283 $ 49 $ 26,124
Individually evaluated for impairment $ 1,008 $ 0 $ 0 $ 0 $ 1,008
Collectively evaluated for impairment $ 23,271 $ 1,513 $ 283 $ 49 $ 25,116


	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	—		—		—		—		—		—		(1,124)		(1,124)
Recoveries	1		7		—		8		—		2		375		385
Provision (release)	(1,159)		468		(247)		(938)		179		1		2,088		1,330

ALL balance at March 31, 2022	$	6,869	$	5,566	$	735	$	13,170	$	1,127	$	131	$	3,766	$	18,194
Individually evaluated for impairment	$	218	$	224	$	—	$	442	$	84	$	—	$	111	$	637
Collectively evaluated for impairment	$	6,651	$	5,342	$	735	$	12,728	$	1,043	$	131	$	3,655	$	17,557

Substantially off of the charge-offs during three months ended March 31, 2022 are related to our subprime consumer automobile portfolio of loans.

The following table presents the primary segments of ~~the Company's~~our loan portfolio, excluding PCI loans, as of the ~~periods~~period indicated:

(Dollars in thousands) Commercial Residential Home Equity Consumer Total
March 31, 2021
Individually evaluated for impairment $ 11,086 $ 1,927 $ 95 $ 3 $ 13,111
Collectively evaluated for impairment 1,342,253 273,783 28,748 3,146 1,647,930
Total Loans $ 1,353,339 $ 275,710 $ 28,843 $ 3,149 $ 1,661,041


	Commercial								Residential		Home Equity		Consumer		Total
(Dollars in thousands)	Business		Real Estate		Acquisition, development and construction		Total Commercial
March 31, 2022
Individually evaluated for impairment	$	11,085	$	1,196	$	1,139	$	13,420	$	8,364	$	230	$	512	$	22,526
Collectively evaluated for impairment	774,222		598,066		95,699		1,467,987		305,199		21,194		65,119		1,859,499
Total Loans	$	785,307	$	599,262	$	96,838	$	1,481,407	$	313,563	$	21,424	$	65,631	$	1,882,025

(Dollars in thousands) Commercial Residential Home Equity Consumer Total
ALL balance at December 31, 2019 $ 10,098 $ 1,272 $ 327 $ 78 $ 11,775
     Charge-offs (1,756) 0 0 0 (1,756)
     Recoveries 0 0 2 2 4
     Provision 1,255 0 (93) (24) 1,138
ALL balance at March 31, 2020 $ 9,597 $ 1,272 $ 236 $ 56 $ 11,161
Individually evaluated for impairment $ 532 $ 0 $ 0 $ 0 $ 532
Collectively evaluated for impairment $ 9,065 $ 1,272 $ 236 $ 56 $ 10,629


	Commercial								Residential		Home Equity		Consumer		Total
(Dollars in thousands)	Business		Real Estate		Acquisition, development and construction		Total Commercial
ALL balance at December 31, 2020	$	12,193	$	9,079	$	2,761	$	24,033	$	1,378	$	298	$	51	$	25,760
Charge-offs	(265)		—		—		(265)		—		—		—		(265)
Recoveries	10		—		—		10		—		4		3		17
Provision (release)	(220)		645		76		501		135		(19)		(5)		612
ALL balance at March 31, 2021	$	11,718	$	9,724	$	2,837	$	24,279	$	1,513	$	283	$	49	$	26,124
Individually evaluated for impairment	$	743	$	265	$	—	$	1,008	$	—	$	—	$	—	$	1,008
Collectively evaluated for impairment	$	10,975	$	9,459	$	2,837	$	23,271	$	1,513	$	283	$	49	$	25,116

The following table presents the primary segments of ~~the Company's~~our loan portfolio, excluding PCI loans, as of the ~~periods~~period indicated:

(Dollars in thousands) Commercial Residential Home Equity Consumer Total
March 31, 2020
Individually evaluated for impairment $ 7,737 $ 2,385 $ 104 $ 0 $ 10,226
Collectively evaluated for impairment 1,086,757 259,108 36,752 3,763 1,386,380
Total Loans $ 1,094,494 $ 261,493 $ 36,856 $ 3,763 $ 1,396,606


	Commercial								Residential		Home Equity		Consumer		Total
(Dollars in thousands)	Business		Real Estate		Acquisition, development and construction		Total Commercial
March 31, 2021
Individually evaluated for impairment	$	7,328	$	1,723	$	2,035	$	11,086	$	1,927	$	95	$	3	$	13,111
Collectively evaluated for impairment	735,644		489,928		116,681		1,342,253		273,783		28,748		3,146		1,647,930
Total Loans	$	742,972	$	491,651	$	118,716	$	1,353,339	$	275,710	$	28,843	$	3,149	$	1,661,041

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

Troubled Debt Restructurings

At ~~both~~ March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, the Bank had specific reserve allocations for ~~troubled debt restructurings (“TDRs”)~~TDRs of ~~$0.6 million.~~$0.4 million and $0.5 million, respectively. Loans considered to be troubled debt restructured loans totaled ~~$8.3~~$12.5 million and ~~$10.2~~$12.6 million as of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. Of these totals, ~~$1.5~~for both periods $4.5 million ~~and $1.6 million, respectively,~~ represent accruing troubled debt restructured loans and represent ~~11%~~20% and ~~10%~~21%, respectively, of total impaired loans. Meanwhile, as of March 31, ~~2021, $2.8~~2022, $2.3 million represent 43 loans to 2 borrowers that have defaulted under the restructured terms. The largest of these loans, ~~$2.2~~totaling $2.0 million, is a

commercial loan, and the other three of these loans, totaling ~~$0.6~~$0.3 million, are commercial acquisition and development loans that were considered TDRs due to extended ~~interest only~~interest-only periods and/or unsatisfactory repayment structures once transitioned to principal and interest payments. These borrowers have experienced continued financial difficulty and are considered non-performing loans as of March 31, ~~2021~~2022 and December 31, ~~2020.~~2021.

During the ~~quarter~~three months ended March 31, 2022 and 2021, no additional loans were classified as TDRs and 0 restructured loan defaulted under their modified terms that were not already classified as non-performing for having previously defaulted under their modified terms. ~~The following table presents the new TDRs as of the period indicated:~~

Three Months Ended March 31, 2020
(Dollars in thousands) Number of Contracts Pre-Modification Outstanding Recorded Investment Post-Modification Outstanding Recorded Investment
Commercial
     Commercial business 2 $ 154 $ 149
     Commercial real estate 2 159 159
          Total commercial 4 313 308
          Total 4 $ 313 $ 308

~~The pre-modification and post-modification balances represent the balances outstanding immediately before and after modification of the loan.~~

Purchased Credit Impaired Loans

As a result of the acquisition of First State, ~~the Company has~~we have PCI loans. The following table presents the carrying amount of the PCI loan portfolio ~~as of~~for the periods indicated:


(Dollars in thousands)	(Dollars in thousands)	March 31, 2021		December 31, 2020		(Dollars in thousands)	March 31, 2022		December 31, 2021
Commercial	Commercial	$	19,834	$	21,008	Commercial
Business						Business	2,381		2,629
Real estate						Real estate	9,140		11,018
Acquisition, development and construction						Acquisition, development and construction	246		257
Total commercial						Total commercial	$	11,767	$	13,904
Residential	Residential	14,306		16,943		Residential	3,782		4,358

Consumer	Consumer	1,284		1,488		Consumer	398		413
Outstanding balance	Outstanding balance	$	35,424	$	39,439	Outstanding balance	$	15,947	$	18,675
Carrying amount, net of allowance	Carrying amount, net of allowance	$	35,334	$	39,355	Carrying amount, net of allowance	$	15,333	$	18,012

The following table presents the accretable yield, or income expected to be collected, as of the ~~periods indicated:~~

(Dollars in thousands) March 31, 2021 December 31, 2020
Beginning balance $ 8,313 $ 0
New loans purchased 0 11,746
Accretion of income (1,021) (2,945)
Other changes in expected cash flows 955 (488)
Ending balance $ 8,247 $ 8,313

~~There were no PCI loans purchased during the~~ three months ended March 31, ~~2021.~~ 2022 and December 31, 2021, respectively:


(Dollars in thousands)	March 31, 2022		December 31, 2021
Beginning balance	$	6,505	$	6,467

Accretion of income	(808)		(867)
Other changes in expected cash flows	556		905

Ending balance	$	6,253	$	6,505

Income is not recognized on PCI loans if ~~the Company~~we cannot reasonably estimate cash flows expected to be collected and, as of March 31, ~~2021, the Company~~2022, we held no such loans.

The following ~~table summarizes~~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:

(Dollars in thousands) Commercial Residential Total
December 31, 2020 $ 0 $ 84 $ 84
Provision 90 (84) 6
ALL balance at March 31, 2021 $ 90 $ 0 $ 90
Collectively evaluated for impairment $ 90 $ 0 $ 90


	Commercial
(Dollars in thousands)	Business		Real Estate		Total Commercial		Residential		Consumer		Total
ALL balance as of December 31, 2021	$	—	$	—	$	—	$	544	$	119	$	663

Recoveries	1		—		1		—		—		1
Provision (release)	111		53		164		(221)		7		(50)
ALL balance as of March 31, 2022	$	112	$	53	$	165	$	323	$	126	$	614

Collectively evaluated for impairment	$	112	$	53	$	165	$	323	$	126	$	614

~~For the PCI loan portfolio disclosed above, the Company increased the ALL by $0.01 million during the three months ended March 31, 2021.~~

~~There were no PCI as of March 31, 2020 and, accordingly, there was no ALL related to PCI loans for the three months ended March 31, 2020.~~


(Dollars in thousands)	Commercial Business		Residential		Total
ALL balance as of December 31, 2020	$	—	$	84	$	84
Charge-offs	—		—		—

Provision (release)	90		(84)		6
ALL balance as of March 31, 2021	$	90	$	—	$	90

Collectively evaluated for impairment	$	90	$	—	$	90

As of March 31, ~~2021,~~2022, the loans in ~~the Company's~~our PCI portfolio were all collectively evaluated for impairment and are segmented into three categories: commercial loans totaling ~~$19.8~~$11.8 million, residential loans totaling ~~$14.3~~$3.8 million, and consumer loans totaling ~~$1.3~~$0.4 million, for a portfolio total of ~~$35.4~~$15.9 million.

The following table presents the classes of the PCI 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 indicated:

(Dollars in thousands) Pass Special Mention Substandard Doubtful Total
March 31, 2021
Commercial
     Commercial business $ 14,678 $ 35 $ 466 $ 2,411 $ 17,590
     Commercial real estate 1,220 2 0 0 1,222
     Acquisition and development 1,022 0 0 0 1,022
          Total commercial 16,920 37 466 2,411 19,834
Residential 11,864 327 861 1,254 14,306
Consumer 1,278 0 0 6 1,284
          Total Loans $ 30,062 $ 364 $ 1,327 $ 3,671 $ 35,424
December 31, 2020
Commercial
Commercial business $ 12,263 $ 136 $ 345 $ 4,860 $ 17,604
Commercial real estate 982 3 263 21 1,269
Acquisition and development 1,900 0 0 235 2,135
Total commercial 15,145 139 608 5,116 21,008
Residential 15,157 0 1,665 121 16,943
Consumer 1,256 0 0 232 1,488
Total Loans $ 31,558 $ 139 $ 2,273 $ 5,469 $ 39,439


(Dollars in thousands)	Pass		Special Mention		Substandard		Doubtful		Total
March 31, 2022
Commercial:
Business	$	2,023	$	151	$	201	$	6	$	2,381
Real estate	5,489		1,483		2,168		—		9,140
Acquisition, development and construction	156		90		—		—		246

Total commercial	7,668		1,724		2,369		6		11,767
Residential	3,049		—		733		—		3,782

Consumer	32		—		366		—		398
Total loans	$	10,749	$	1,724	$	3,468	$	6	$	15,947

December 31, 2021
Commercial:
Business	$	2,257	$	159	$	207	$	6	$	2,629
Real estate	7,499		1,571		1,948		—		11,018
Acquisition, development and construction	178		79		—		—		257

Total commercial	9,934		1,809		2,155		6		13,904
Residential	3,406		—		952		—		4,358

Consumer	36		—		377		—		413
Total loans	$	13,376	$	1,809	$	3,484	$	6	$	18,675

The following table presents the classes of the PCI loan portfolio summarized by aging categories of performing loans and non-accrual loans as of the periods indicated:

(Dollars in thousands) Current 30-59 Days Past Due 60-89 Days Past Due 90+ Days Past Due Total Past Due Total Loans
March 31, 2021
Commercial
     Commercial business $ 15,907 $ 296 $ 111 $ 1,276 $ 1,683 $ 17,590
     Commercial real estate 1,197 0 23 2 25 1,222
     Acquisition and development 784 238 0 0 238 1,022
          Total commercial 17,888 534 134 1,278 1,946 19,834
Residential 11,806 204 493 1,803 2,500 14,306
Consumer 1,278 0 0 6 6 1,284
          Total Loans $ 30,972 $ 738 $ 627 $ 3,087 $ 4,452 $ 35,424
December 31, 2020
Commercial
     Commercial business $ 16,264 $ 71 $ 65 $ 1,204 $ 1,340 $ 17,604
     Commercial real estate 1,157 0 0 112 112 1,269
     Acquisition and development 2,135 0 0 0 0 2,135
          Total commercial 19,556 71 65 1,316 1,452 21,008
Residential 13,714 710 145 2,374 3,229 16,943
Consumer 1,245 3 1 239 243 1,488
          Total Loans $ 34,515 $ 784 $ 211 $ 3,929 $ 4,924 $ 39,439


(Dollars in thousands)	Current		30-59 Days Past Due		60-89 Days Past Due		90+ Days Past Due		Total Past Due		Total Loans
March 31, 2022
Commercial:
Business	$	2,174	$	—	$	—	$	207	$	207	$	2,381
Real estate	5,798		230		47		3,065		3,342		9,140
Acquisition, development and construction	226		20		—		—		20		246

Total commercial	8,198		250		47		3,272		3,569		11,767
Residential	2,702		347		—		733		1,080		3,782

Consumer	31		—		—		367		367		398
Total loans	$	10,931	$	597	$	47	$	4,372	$	5,016	$	15,947

December 31, 2021
Commercial:
Business	$	2,416	$	—	$	—	$	213	$	213	$	2,629
Real estate	7,680		649		—		2689		3338		11,018
Acquisition, development and construction	243		—		—		14		14		257

Total commercial	10,339		649		—		2,916		3,565		13,904
Residential	3,081		325		—		952		1,277		4,358

Consumer	36		—		—		377		377		413
Total loans	$	13,456	$	974	$	—	$	4,245	$	5,219	$	18,675

None of the PCI loans are considered non-accrual as they are all currently accreting interest income under PCI accounting.

As ~~the Company's~~our PCI loan portfolio is accounted for in pools with similar risk characteristics in accordance with ASC 310-30

, this portfolio is not subject to the impaired loan and TDR guidance. Rather, the revised estimated future cash flows of the individually modified loans are included in the estimated future cash flows of the pool.

PPP Loans and CARES Act Deferrals

~~The Company is~~We actively ~~participating~~participated in the PPP as a lender, evaluating other programs available to assist ~~its~~our clients and providing deferrals consistent with GSE guidelines. ~~The Company originated 634~~As of March 31, 2022, the outstanding balance of PPP loans ~~with outstanding balances of $88.5~~totaled $13.5 million on loans originated through our internal commercial team and ~~originated PPP~~$28.2 million on loans ~~totaling $102.1 million~~originated through our partnership with a Fintech ~~company as of March 31, 2021.~~company.

As of March 31, ~~2021,~~2022,all commercial ~~loans totaling $34.7 million~~ and mortgage loans ~~totaling $9.0 million were~~previously approved for COVID related modifications, such as interest-only ~~payments~~payment and payment ~~deferrals.~~ deferrals, had returned to their previous payment structures.These modifications were not considered to be troubled debt restructurings in reliance on guidance issued by banking regulators titled the “Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus.”

Note 4 – Premises and Equipment

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


(Dollars in thousands)	(Dollars in thousands)	March 31, 2021		December 31, 2020		(Dollars in thousands)	March 31, 2022		December 31, 2021
Land	Land	$	3,936	$	3,936	Land	$	3,465	$	3,465
Buildings and improvements	Buildings and improvements	14,350		14,350		Buildings and improvements	13,393		13,393
Furniture, fixtures and equipment	Furniture, fixtures and equipment	17,705		17,451		Furniture, fixtures and equipment	17,409		16,841
Software	Software	3,191		1,548		Software	4,786		4,176
Construction in progress	Construction in progress	53		28		Construction in progress	580		531
Leasehold improvements	Leasehold improvements	3,079		3,079		Leasehold improvements	2,895		2,895
		42,314		40,392			42,528		41,301
Accumulated depreciation	Accumulated depreciation	(15,024)		(14,189)		Accumulated depreciation	(17,171)		(16,249)
Net premises and equipment		$	27,290	$	26,203
Premises and equipment, net						Premises and equipment, net	$	25,357	$	25,052

~~The Company leases~~We lease certain premises and equipment under operating and finance leases. At March 31, ~~2021, the Company~~2022, we had lease liabilities totaling $18.2 million, substantially all of which ~~$18.1~~was related to operating leases, and right-of-use assets totaling $17.1 million, substantially all of which was related to operating leases. Lease liabilities and right-of-use assets are reflected in other liabilities and other assets, respectively. At March 31, 2022, the weighted-average remaining lease term for operating leases was 11.8 years and the weighted-average discount rate used in the measurement of operating lease liabilities was 2.8%. At March 31, 2022, the weighted-average remaining lease term for finance leases was 1.8 years and the weighted-average discount rate used in the measurement of finance lease liabilities was 1.8%.

At December 31, 2021, we had lease liabilities totaling $18.6 million, of which $18.5 million was related to operating leases and $0.1 million was related to finance leases, and right-of-use assets totaling $17.5 million, of which ~~$17.3~~$17.5 million was related to operating ~~leases and $0.2 million was related to finance leases, related to these~~ leases. Lease liabilities and right-of-use assets are reflected in other liabilities and other assets, respectively. At ~~March~~December 31, 2021, the weighted-average remaining lease term for operating leases was 12 years and the weighted-average discount rate used in the measurement of operating lease liabilities was 2.8%. At December 31, 2021, the weighted-average remaining lease term for finance leases was ~~2.1~~1.8 years and the weighted-average discount rate used in the measurement of finance lease liabilities was 2.3%. At March 31, 2021, the weighted-average remaining lease term for operating leases was 12.7 years and the weighted-average discount rate used in the measurement of operating lease liabilities was 2.9%.2.0%

At December 31, 2020, the Company had lease liabilities totaling $18.4 million, of which $18.3 million was related to operating leases and $0.2 million was related to finance leases, and right-of-use assets totaling $17.7 million, of which $17.5 million was related to operating leases and $0.2 million was related to finance leases, related to these leases. Lease liabilities and right-of-use assets are reflected in other liabilities and other assets, respectively. For the year ended December 31, 2020, the weighted-average remaining lease term for finance leases was 2.3 years and the weighted-average discount rate used in the measurement of finance lease liabilities was 2.4%. At December 31, 2020, the weighted-average remaining lease term for operating leases was 12.9 years and the weighted-average discount rate used in the measurement of operating lease liabilities was 2.9%.

The following table presents lease costs for the periods indicated:


		Three Months Ended March 31,				Three Months Ended March 31,
(Dollars in thousands)	(Dollars in thousands)	2021		2020			(Dollars in thousands)	2022		2021
Amortization of right-of-use assets, finance leases		$	14	$	18
Interest on lease liabilities, finance leases		1		1
Operating lease cost	Operating lease cost	477		544			Operating lease cost	$	508	$	477
Short-term lease cost	Short-term lease cost	1		14			Short-term lease cost	6		1
Variable lease cost	Variable lease cost	10		10			Variable lease cost	10		10
Amortization of right-of-use assets, finance leases							Amortization of right-of-use assets, finance leases	14		14
Interest on lease liabilities, finance leases							Interest on lease liabilities, finance leases	—		1
Total lease cost	Total lease cost	$	503	$	587		Total lease cost	$	538	$	503

~~The following table presents future minimum payments for~~For finance leases and operating leases with initial or remaining terms of one year or more as of March 31, ~~2021:~~2022, the following table presents future minimum payments for the twelve month periods ended March 31:


(Dollars in thousands)	(Dollars in thousands)	Finance Leases		Operating Leases		(Dollars in thousands)	Operating Leases		Finance Leases
2021		$	44	$	1,285
2022		41		1,825
2023	2023	5		1,779		2023	$	1,460	$	27
2024	2024	5		1,709		2024	1,897		5
2025	2025	4		1,708		2025	1,827		5
2026 and thereafter		0		13,863
2026						2026	1,826		4
2027						2027	1,840		—
2028 and thereafter						2028 and thereafter	12,984		—
Total future minimum lease payments	Total future minimum lease payments	$	99	$	22,169	Total future minimum lease payments	$	21,834	$	41
Less: Amounts representing interest	Less: Amounts representing interest	(2)		(4,045)		Less: Amounts representing interest	(3,632)		—
Present value of net future minimum lease payments	Present value of net future minimum lease payments	$	97	$	18,124	Present value of net future minimum lease payments	$	18,202	$	41

Note 5 – Equity Method ~~Investment~~Investments

In the third quarter of 2020, the Company acquired a portion of ICM and recognizes its ownership as an equity method investment initially recorded at fair value and subsequently adjusted for the Company's share of ICM's earnings. In accordance with Rule ~~8-03(b)(3)~~10-01(b)(1) of Regulation S-X, ~~the Company~~we must assess whether ~~its~~our equity method ~~investment is a significant equity method investment.~~investments are significant. In evaluating the significance of ~~this investment, the Company~~these investments, we performed the income ~~asset~~ and investment tests described in S-X ~~3-05 and S-X~~ 1-02(w). for each equity method investment. Rule ~~8-03(b)(3)~~10-01(b)(1) of Regulation S-X requires summarized financial information in a quarterly report if any of the ~~three~~ tests exceeds 20%. and if the investee for which separate financial statements would otherwise be required for annual periods. Under the income test, ~~the Company’s~~our proportionate share of ~~its equity method investee's aggregated~~the net income of ICM exceeded the applicable threshold of 20%, and criteria for reporting separate financial statements is also applicable, accordingly, ~~it is~~we are required to provide summarized income statement information for this investee for all periods presented. ~~The Company's~~There were no other equity method investments which met any of the applicable thresholds for interim reporting as of the quarter ended March 31, 2022.

Our equity method investments are initially recorded at fair value and subsequently adjusted for changes in the valuation of the entities and our share of ~~net income from its equity method investment totaled $6.5 million for~~ the entities' earnings.

~~three months ended March 31, 2021~~.

ICM

The following table presents summarized income statement information for ~~the Company's~~our equity method investment for the ~~period~~periods indicated. ~~As ICM did not exist prior to July 1, 2020, no historical financial information is presented.~~

~~Three Months Ended March 31,~~

~~(Dollars in thousands)~~

~~2021~~

~~Total revenues~~

~~50,797~~

~~Net income~~

~~15,864~~

~~Gain on sale of loans~~

~~47,594~~

~~Volume of loans sold~~

~~1,778,090~~


	Three Months Ended March 31,
(Dollars in thousands)		2022		2021
Total revenues		$	22,116	$	50,797
Net income		$	3,230	$	15,864

Gain on sale of loans		$	15,088	$	47,594
Volume of loans sold		$	688,094	$	1,778,090

Our share of ICM's net income totaled $1.3 million and $6.5 million for the three months ended March 31, 2022 and 2021, respectively. As of March 31, ~~2021~~2022 and December 31, 2021, the ~~locked~~ mortgage pipeline was ~~$1.43~~$1.1 billion ~~and $1.54~~and $1.0 billion, respectively.

Interchecks

Our ownership percentage of 16.9% of Interchecks allows us to have significant influence over the operations and decision making at Interchecks. Accordingly, the investment is accounted for as an equity method investment. Our share of net loss from Interchecks totaled $0.1 million for the three months ended March 31, 2022. During the three months ended March 31, 2022, we recorded a gain due to an observable transaction based on an in-substance sale of ownership in the amount of $1.8 million. The equity method investment in Interchecks is not considered a significant investment based on the criteria of Rule 10-01(b)(1) of Regulation S-X.

We have multiple business relationships with Interchecks beyond our investment. Interchecks is a banking client of ours and utilizes the software developed by Victor, which provides revenue to us. Additionally, Interchecks provides management services to MVB Technology, which provides revenue to Interchecks. Such revenues have not been material.

Ayers Socure II

Our ownership percentage of 10.0% of Ayers Socure II allows us to 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 months ended March 31, 2022 was not significant. The equity method investment in Ayers Socure II is not considered a significant investment based on the criteria of Rule 10-01(b)(1) 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 total.

Note 6 – Deposits

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


(Dollars in thousands)	(Dollars in thousands)	March 31, 2021		December 31, 2020		(Dollars in thousands)	March 31, 2022		December 31, 2021
Noninterest-bearing demand	Noninterest-bearing demand	$	837,221	$	715,791	Noninterest-bearing demand	$	1,308,998	$	1,120,433
Interest-bearing demand	Interest-bearing demand	698,218		496,502		Interest-bearing demand	630,155		651,016
Savings and money markets	Savings and money markets	520,998		545,501		Savings and money markets	491,346		510,068
Time deposits, including CDs and IRAs	Time deposits, including CDs and IRAs	160,116		224,595		Time deposits, including CDs and IRAs	78,580		96,088
Total deposits	Total deposits	$	2,216,553	$	1,982,389	Total deposits	$	2,509,079	$	2,377,605

Time deposits that meet or exceed the FDIC insurance limit	Time deposits that meet or exceed the FDIC insurance limit	$	14,829	$	16,955	Time deposits that meet or exceed the FDIC insurance limit	$	10,111	$	9,573

The following table presents the maturities of time deposits ~~as of~~for the ~~period indicated:~~twelve month periods ended March 31:


(Dollars in thousands)	(Dollars in thousands)	March 31, 2021		(Dollars in thousands)
2021		$	56,037
2022		66,154
2023	2023	22,254		2023	$	43,011
2024	2024	12,479		2024	20,114
2025	2025	3,192		2025	10,539
2026				2026	3,207
2027				2027	1,709
Total	Total	$	160,116	Total	$	78,580

As of March 31, ~~2021,~~2022, overdrawn deposit accounts totaling ~~$0.01~~$2.8 million were reclassified as loan balances.

Note 7 – Borrowed Funds

The Bank is a member of the ~~FHLB~~Federal Home Loan Bank ("FHLB") of Pittsburgh, Pennsylvania. As of March 31, ~~2021,~~2022, the Bank's maximum borrowing capacity with the FHLB was ~~$451.7~~$435.2 million and the remaining borrowing capacity was ~~$440.4~~$423.9 million, with the difference being deposit letters of credit.

The Bank also maintains borrowing capacity with the Federal Reserve Bank under the discount window program and with the Federal Reserve Board under the Federal Reserve's Paycheck Protection Program Liquidity Facility (“PPPLF”) program in the amount of the outstanding pledged PPP loans. Short-term borrowings

As of March 31, 2022 and December 31, 2021, the Bank had ~~borrowed $102.2 million~~no borrowings under ~~the PPPLF. As of December 31, 2020, 0 amounts were~~Fed Funds purchased outstanding.

~~Short-term borrowings~~

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

(Dollars in thousands) Three Months Ended March 31, 2021 Year Ended December 31, 2020
Balance at end of period $ 102,185 $ 0
Average balance during the period 46,349 68,407
Maximum month-end balance 102,185 154,248
Weighted-average rate during the period 0.35 % 0.58 %
Weighted-average rate at end of period 0.28 % 0 %


(Dollars in thousands)	Three Months Ended March 31, 2022			Year Ended December 31, 2021
Balance at end of period	$	—		$	—
Average balance during the period	—			25,275
Maximum month-end balance	—			130,047
Weighted-average rate during the period	—		%	0.05		%
Weighted-average rate at end of period	—		%	—		%

Long-term borrowings

As of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, the Bank had 0no long-term borrowings with the FHLB or the Federal ~~Reserve.~~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 ~~the Company. Repurchase agreements with clients are included in borrowings section on the consolidated balance sheets.~~us. All

repurchase agreements are subject to terms and conditions of repurchase/security agreements between ~~the Company~~us and the client and are accounted for as secured borrowings. ~~The Company’s~~Our repurchase agreements reflected in liabilities consist of client accounts and securities which are pledged on an individual security basis.

~~The Company monitors~~We monitor the fair value of the underlying securities on a monthly basis. Repurchase agreements are reflected atin the amount of cash received in connection with the transaction. The primary risk with ~~the Company’s~~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.

~~All~~As of ~~the Company’s~~March 31, 2022and December 31, 2021, all of our repurchase agreements were overnight ~~agreements at March 31, 2021 and December 31, 2020.~~ agreements.These borrowings were collateralized with investment securities with a carrying value of ~~$11.0~~$12.5 millionand ~~$10.7~~$15.8 million at March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, 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 ~~the Company~~us to increase the amounts of securities pledged.

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


(Dollars in thousands)	(Dollars in thousands)	Three Months Ended March 31, 2021			Year Ended December 31, 2020			(Dollars in thousands)	Three Months Ended March 31, 2022			Year Ended December 31, 2021
Balance at end of period	Balance at end of period	$	10,613		$	10,266		Balance at end of period	$	12,101		$	11,385
Average balance during the period	Average balance during the period	10,249			9,856			Average balance during the period	11,823			10,821
Maximum month-end balance	Maximum month-end balance	10,613			10,505			Maximum month-end balance	12,680			11,398
Weighted-average rate during the period	Weighted-average rate during the period	0.13		%	0.23		%	Weighted-average rate during the period	0.05		%	0.12		%
Weighted-average rate at end of period	Weighted-average rate at end of period	0.13		%	0.14		%	Weighted-average rate at end of period	0.05		%	0.05		%

Subordinated ~~Debt~~debt

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


(Dollars in thousands)	(Dollars in thousands)	Three Months Ended March 31, 2021			Year Ended December 31, 2020			(Dollars in thousands)	Three Months Ended March 31, 2022			Year Ended December 31, 2021
Balance at end of period	Balance at end of period	$	43,443		$	43,407		Balance at end of period	$	73,094		$	73,030
Average balance during the period	Average balance during the period	43,425			7,568			Average balance during the period	73,062			51,149
Maximum month-end balance	Maximum month-end balance	43,443			43,524			Maximum month-end balance	73,094			73,030
Weighted-average rate during the period	Weighted-average rate during the period	4.29		%	3.45		%	Weighted-average rate during the period	4.12		%	4.28		%
Weighted-average rate at end of period	Weighted-average rate at end of period	4.02		%	4.02		%	Weighted-average rate at end of period	3.74		%	3.71		%

In ~~November 2020, the Company~~September 2021, MVB completed the private placement of ~~$40~~$30.0 million fixed-to-floating rate subordinated notes to certain qualified institutional investors. These notes are unsecured and have a ~~ten-year~~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, MVB 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 10-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, ~~the Company~~we completed the private placement of $4$4.0 million Floating Rate, Trust Preferred Securities through ~~its~~our MVB Financial Statutory Trust I subsidiary (the “Trust”). ~~The Company~~We established the Trust for the sole purpose of issuing the Trust Preferred Securities pursuant to an Amended and Restated Declaration of Trust. The proceeds from the sale of the Trust Preferred Securities will be loaned to the Company under subordinated Debentures (the “Debentures”) issued to the Trust pursuant to an Indenture. The Debentures are the only asset of the Trust. The Trust Preferred Securities have been issued to a pooling vehicle that will use the distributions on the Trust Preferred Securities to securitize note obligations. The securities issued by the Trust are includable for regulatory purposes as a component of the Company’s Tier 1 capital. The Trust Preferred Securities and the Debentures mature in 2037 and have been redeemable by ~~the Company~~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 ~~1.6%~~1.62% over the three-month LIBOR Rate. The obligations ~~of the Company~~we provide with respect to the issuance of the trust preferred securities constitute a full and unconditional guarantee by ~~the Company~~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.

~~All borrowings and subordinated debt mature after 2025.~~

Note 8 – Pension and Supplemental Executive Retirement Plans

~~The Company participates in a trusteed pension~~Supplemental executive retirement plan known as the Allegheny Group Retirement Plan covering virtually all full-time employees. Benefits are based on years of service and the employee’s compensation. Accruals under the Plan were frozen as of May 31, 2014. Freezing the plan resulted in a re-measurement of the pension obligations and plan assets as of the freeze date. The pension obligation was re-measured using the discount rate based on the Citigroup Above Median Pension Discount Curve in effect on May 31, 2014 of 4.5%.

OnIn June ~~19,~~ 2017, ~~the Company and MVB Mortgage~~we approved a Supplemental Executive Retirement Plan ~~(“SERP”~~(the “SERP”), pursuant to which the Chief Executive Officer of ~~MVB~~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 ~~MVB Mortgage~~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 ~~$1.2~~$1.3 million as of both March 31, ~~2021~~2022 and December 31, ~~2020.~~2021. Service ~~cost was $0.01 million~~costs were not material for any periods covered by this report.

Pension plan

We participate in a trusteed pension plan known as the Allegheny Group Retirement Plan covering virtually all full-time employees. Benefits are based on years of service and ~~$0.1 million for each~~the employee’s compensation. Accruals under the plan were frozen as of May 31, 2014. Freezing the plan resulted in a remeasurement of the ~~three months ended March~~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, ~~2021 and 2020.~~2014 of 4.5%.

The following table presents information pertaining to the activity in ~~the Company’s~~our defined benefit plan, using the latest available actuarial valuations with a measurement date of March 31, ~~2021~~2022 and ~~2020~~2021 for the periods indicated:


		Three Months Ended March 31,					Three Months Ended March 31,
(Dollars in thousands)	(Dollars in thousands)	2021		2020		(Dollars in thousands)	2022		2021
Service cost		$	0	$	0

Interest cost	Interest cost	78		91		Interest cost	$	85	$	78
Expected return on plan assets	Expected return on plan assets	(118)		(109)		Expected return on plan assets	(167)		(118)
Amortization of net actuarial loss	Amortization of net actuarial loss	127		105		Amortization of net actuarial loss	107		127
Amortization of prior service cost		0		0

Net periodic benefit cost	Net periodic benefit cost	$	87	$	87	Net periodic benefit cost	$	25	$	87
Contributions paid	Contributions paid	$	3,835	$	349	Contributions paid	$	—	$	3,835

~~Note 9 – Stock Offerings~~

~~In December 2020, the Company issued a notice~~There was no service cost or amortization of redemption to redeem all of the Company’s outstanding shares of Convertible Noncumulative Perpetual Preferred Stock, Series B, par value $1.00 per share, with a liquidation preference of $1,000 per share (the “Series B Preferred Stock”) and all of the Company’s outstanding shares of Convertible Noncumulative Perpetual Preferred Stock, Series C, par value $1.00 per share, with a liquidation preference of $1,000 per share (the “Series C Preferred Stock, together with the Series B Preferred Stock, referred to herein as the “Preferred Stock”), at a redemption price per share equal to $10,000, plus declared and unpaid dividends of $46.03 per share of Series B Preferred Stock, and $49.86 per share of Series C Preferred Stock,prior service cost for the ~~period from~~three months ended March 31, 2022 and including December 31, 2020, to but excluding January 28, 2021 (the “Preferred Stock Redemption”). The Preferred Stock Redemption is in accordance with the terms of the Company’s Articles of Incorporation, as amended. All outstanding shares of the Company's preferred stock were redeemed in January 2021.

Note 109 – Fair Value of Financial Instruments

The following table presents the carrying values and estimated fair values of ~~the Company’s~~our financial instruments ~~are summarized as follows~~ as of the periods indicated:


(Dollars in thousands)	(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)		(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)
March 31, 2021
March 31, 2022												March 31, 2022
Financial Assets:	Financial Assets:											Financial Assets:
Cash and cash equivalents	Cash and cash equivalents	$	339,616	$	339,616	$	339,616	$	0	$	0	Cash and cash equivalents	$	353,972	$	353,972	$	353,972	$	—	$	—
Certificates of deposit with banks	Certificates of deposit with banks	11,803		11,986		0		11,986		0		Certificates of deposit with banks	2,229		2,244		—		2,244		—
Securities available-for-sale	Securities available-for-sale	423,122		423,122		0		382,850		40,272		Securities available-for-sale	395,301		395,301		—		355,633		39,668
Equity securities	Equity securities	28,200		28,200		543		0		27,657		Equity securities	34,447		34,447		247		—		34,200

Loans held-for-sale												Loans held-for-sale	9,161		9,161		—		9,161		—
Loans receivable, net	Loans receivable, net	1,668,171		1,675,631		0		0		1,675,631		Loans receivable, net	1,879,045		1,892,687		—		—		1,892,687
Mortgage servicing rights		2,886		2,886		0		0		2,886
Servicing rights												Servicing rights	2,711		2,729		—		—		2,729
Interest rate swap	Interest rate swap	8,367		8,367		0		8,367		0		Interest rate swap	3,492		3,492		—		3,492		—
Fair value hedge	Fair value hedge	1,750		1,750		0		1,750		0		Fair value hedge	873		873		—		873		—
Accrued interest receivable	Accrued interest receivable	8,513		8,513		0		2,819		5,694		Accrued interest receivable	8,234		8,234		—		2,413		5,821
Bank-owned life insurance	Bank-owned life insurance	41,512		41,512		0		41,512		0		Bank-owned life insurance	42,500		42,500		—		42,500		—

Financial Liabilities:	Financial Liabilities:											Financial Liabilities:
Deposits	Deposits	$	2,216,553	$	2,196,951	$	0	$	2,196,951	$	0	Deposits	$	2,509,079	$	2,468,181	$	—	$	2,468,181	$	—
Repurchase agreements	Repurchase agreements	10,613		10,613		0		10,613		0		Repurchase agreements	12,101		12,101		—		12,101		—
FHLB and other borrowings		102,185		102,185		0		102,185		0

Interest rate swap	Interest rate swap	8,367		8,367		0		8,367		0		Interest rate swap	3,492		3,492		—		3,492		—
Fair value hedge	Fair value hedge	1,427		1,427		0		1,427		0		Fair value hedge	148		148		—		148		—
Accrued interest payable	Accrued interest payable	869		869		0		869		0		Accrued interest payable	1,238		1,238		—		1,238		—
Subordinated debt	Subordinated debt	43,443		45,798		0		45,798		0		Subordinated debt	73,094		73,319		—		73,319		—

December 31, 2020
December 31, 2021												December 31, 2021
Financial assets:	Financial assets:											Financial assets:
Cash and cash equivalents	Cash and cash equivalents	$	263,893	$	263,893	$	263,893	$	0	$	0	Cash and cash equivalents	$	307,437	$	307,437	$	307,437	$	—	$	—
Certificates of deposits with banks	Certificates of deposits with banks	11,803		11,986		0		11,986		0		Certificates of deposits with banks	2,719		2,738		—		2,738		—
Securities available-for-sale	Securities available-for-sale	410,624		410,624		0		366,945		43,679		Securities available-for-sale	421,466		421,466		—		379,703		41,763
Equity securities	Equity securities	27,585		27,585		472		0		27,113		Equity securities	32,402		32,402		247		—		32,155
Loans held-for-sale		1,062		1,062		0		1,062		0

Loans receivable, net	Loans receivable, net	1,427,900		1,434,275		0		0		1,434,275		Loans receivable, net	1,851,572		1,865,013		—		—		1,865,013
Mortgage servicing rights		2,942		2,942		0		0		2,942
Servicing rights												Servicing rights	2,812		2,831		—		—		2,831
Interest rate swap	Interest rate swap	13,822		13,822		0		13,822		0		Interest rate swap	6,702		6,702		—		6,702		—
Fair value hedge	Fair value hedge	2,215		2,215		0		2,215		0		Fair value hedge	1,552		1,552		—		1,552		0
Accrued interest receivable	Accrued interest receivable	7,793		7,793		0		2,770		5,023		Accrued interest receivable	7,860		7,860		—		2,402		5,458
Bank-owned life insurance	Bank-owned life insurance	41,262		41,262		0		41,262		0		Bank-owned life insurance	42,257		42,257		—		42,257		—

Financial liabilities:	Financial liabilities:											Financial liabilities:
Deposits	Deposits	$	1,982,389	$	1,964,860	$	0	$	1,964,860	$	0	Deposits	$	2,377,605	$	2,338,868	$	—	$	2,338,868	$	—
Repurchase agreements	Repurchase agreements	10,266		10,266		0		10,266		0		Repurchase agreements	11,385		11,385		—		11,385		—
Interest rate swap	Interest rate swap	13,822		13,822		0		13,822		0		Interest rate swap	6,702		6,702		—		6,702		—
Fair value hedge	Fair value hedge	2,141		2,141		0		2,141		0		Fair value hedge	807		807		—		807		—
Accrued interest payable	Accrued interest payable	572		572		0		572		0		Accrued interest payable	690		690		—		690		—
Subordinated debt	Subordinated debt	43,407		45,536		0		45,536		0		Subordinated debt	73,030		74,774		—		74,774		—

Note 1110 – 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 ~~the Company’s~~of our entire holdings of a particular financial instrument. Because no market exists for a significant portion of ~~the Company’s~~our financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of

2932

~~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 ~~Company’s 2020 Annual Report on~~2021 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 Company~~We classified investments in government securities as Level II instruments and valued them using the market approach. 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 ~~active~~inactive over-the-counter markets ~~and money market funds. Level II securities include mortgage-backed securities issued by government sponsored entities and private label entities, municipal bonds~~ and corporate debt securities. There have been no changes in valuation techniques for thethreemonths ended March 31, ~~2021.~~2022. 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. ~~The Company~~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 both a recurring ~~and nonrecurring~~ 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 months ended March 31, ~~2021.~~2022. Valuation techniques are consistent with techniques used in prior periods.

~~Loans held-for-sale~~ –The fair value of mortgage 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.

Interest rate swap – Interest rate swaps are recorded at fair value based on ~~third party~~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.

Fair value hedge – Treated like an interest rate swap, fair value hedges are recorded at fair value based on ~~third party~~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.

3033

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 indicated by level within the fair value ~~hierarchy.~~hierarchy:


		March 31, 2021									March 31, 2022
(Dollars in thousands)	(Dollars in thousands)	Level I		Level II		Level III		Total		(Dollars in thousands)	Level I		Level II		Level III		Total
Assets:	Assets:									Assets:
United States government agency securities	United States government agency securities	$	0	$	48,104	$	0	$	48,104	United States government agency securities	$	—	$	52,451	$	—	$	52,451
United States sponsored mortgage-backed securities	United States sponsored mortgage-backed securities	0		89,207		0		89,207		United States sponsored mortgage-backed securities	—		68,481		—		68,481
United States treasury securities	United States treasury securities	56,970		0		0		56,970		United States treasury securities	—		105,842		—		105,842
Municipal securities	Municipal securities	0		169,462		40,272		209,734		Municipal securities	—		111,675		39,668		151,343

Other securities	Other securities	0		11,607		0		11,607		Other securities	—		868		—		868
Equity securities	Equity securities	543		0		0		543		Equity securities	247		—		—		247

Interest rate swap	Interest rate swap	0		8,367		0		8,367		Interest rate swap	—		3,492		—		3,492
Fair value hedge	Fair value hedge	0		1,750		0		1,750		Fair value hedge	—		873		—		873
Liabilities:	Liabilities:									Liabilities:
Interest rate swap	Interest rate swap	0		8,367		0		8,367		Interest rate swap	—		3,492		—		3,492
Fair value hedge	Fair value hedge	0		1,427		0		1,427		Fair value hedge	—		148		—		148


		December 31, 2020									December 31, 2021
(Dollars in thousands)	(Dollars in thousands)	Level I		Level II		Level III		Total		(Dollars in thousands)	Level I		Level II		Level III		Total
Assets:	Assets:									Assets:
United States government agency securities	United States government agency securities	$	0	$	56,992	$	0	$	56,992	United States government agency securities	$	—	$	40,437	$	—	$	40,437
United States sponsored mortgage-backed securities	United States sponsored mortgage-backed securities	0		95,769		0		95,769		United States sponsored mortgage-backed securities	—		76,108		—		76,108
Municipal securities	Municipal securities	0		188,208		43,679		231,887		Municipal securities	—		133,249		41,763		175,012

Other securities	Other securities	0		18,476		0		18,476		Other securities	—		878		—		878
Equity securities	Equity securities	472		0		0		472		Equity securities	247		—		—		247
Loans held-for-sale		0		1,062		0		1,062

Interest rate swap	Interest rate swap	0		13,822		0		13,822		Interest rate swap	—		6,702		—		6,702
Fair value hedge	Fair value hedge	0		2,215		0		2,215		Fair value hedge	—		1,552		—		1,552

Liabilities:	Liabilities:									Liabilities:
Interest rate swap	Interest rate swap	0		13,822		0		13,822		Interest rate swap	—		6,702		—		6,702
Fair value hedge	Fair value hedge	0		2,141		0		2,141		Fair value hedge	—		807		—		807

The following table represents recurring ~~level~~Level III assets, consisting of only municipal securities, as of the periods indicated:

(Dollars in thousands) Interest Rate Lock Commitments Municipal Securities Total
Balance at December 31, 2020 $ 0 $ 43,679 $ 43,679
Realized and unrealized gains included in earnings 0 19 19
Purchase of securities 0 1,191 1,191
Maturities/calls 0 (3,933) (3,933)
Unrealized gain included in other comprehensive income (loss) 0 1,127 1,127
Unrealized loss included in other comprehensive income (loss) $ 0 $ (1,811) $ (1,811)
Balance at March 31, 2021 $ 0 $ 40,272 $ 40,272
Balance at December 31, 2019 $ 1,660 $ 37,259 $ 38,919
Realized and unrealized losses included in earnings 4,131 0 4,131
Purchase of securities 0 522 522
Unrealized gain included in other comprehensive income (loss) 0 (1,155) (1,155)
Balance at March 31, 2020 $ 5,791 $ 36,626 $ 42,417


(Dollars in thousands)	Total
Balance at December 31, 2021	$	41,763
Realized and unrealized gains included in earnings	7
Purchase of securities	862
Maturities/calls	(2,290)
Unrealized gain included in other comprehensive income (loss)	1,766
Unrealized loss included in other comprehensive income (loss)	(2,440)
Balance at March 31, 2022	$	39,668









Balance at December 31, 2020	$	43,679
Realized and unrealized losses included in earnings	19
Purchase of securities	1,191
Maturities/calls	(3,933)
Unrealized gain included in other comprehensive income (loss)	1,127
Unrealized loss included in other comprehensive income (loss)	(1,811)
Balance at March 31, 2021	$	40,272

3134

Assets Measured on a Nonrecurring Basis

~~The Company~~From time to time, we may be required ~~from time to time,~~ to measure certain financial ~~assets, financial liabilities,~~and 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 nonrecurring 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 ~~2021~~2022 and ~~2020~~2021 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.

Impaired loans – Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, management measures impairment using one of several methods, including collateral value, liquidation value and discounted cash flows. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. 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 impaired real ~~estate related~~estate-related loans, ~~the Company obtains~~we obtain a current external appraisal. Other valuation techniques are used as well, including internal valuations, comparable property analysis and contractual sales information.

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, ~~the Company obtains~~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 ~~which include preferred member interest in an equity method investment,~~ 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 indicated:


		March 31, 2021									March 31, 2022
(Dollars in thousands)	(Dollars in thousands)	Level I		Level II		Level III		Total		(Dollars in thousands)	Level I		Level II		Level III		Total
Impaired loans	Impaired loans	$	0	$	0	$	12,103	$	12,103	Impaired loans	$	—	$	—	$	21,889	$	21,889
Other real estate owned	Other real estate owned	0		0		5,183		5,183		Other real estate owned	—		—		2,106		2,106


		December 31, 2020									December 31, 2021
(Dollars in thousands)	(Dollars in thousands)	Level I		Level II		Level III		Total		(Dollars in thousands)	Level I		Level II		Level III		Total
Impaired loans	Impaired loans	$	0	$	0	$	14,098	$	14,098	Impaired loans	$	—	$	—	$	21,980	$	21,980
Other real estate owned	Other real estate owned	0		0		5,730		5,730		Other real estate owned	—		—		2,330		2,330
Other debt securities		0		0		7,500		7,500
Equity securities		0		0		27,113		27,113

There were no changes to the fair value of other debt securities or equity securities measured on a ~~non-recurring~~nonrecurring basis as of March 31, ~~2021.~~2022.

3235

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 indicated:

Quantitative Information about Level III Fair Value Measurements
(Dollars in thousands) Fair Value Valuation Technique Unobservable Input Range
March 31, 2021
Nonrecurring measurements:
Impaired loans $ 12,103
Appraisal of collateral 1
Appraisal adjustments 2
20% - 62%

Liquidation expense 2
5% - 10%
Other real estate owned $ 5,183
Appraisal of collateral 1
Appraisal adjustments 2
20% - 30%

Liquidation expense 2
5% - 10%
Other debt securities $ 7,500 Net asset value Cost minus impairment 0%
Equity securities $ 27,657 Net asset value Cost minus impairment 0%
Recurring measurements:
Municipal securities 5
$ 40,272
Appraisal of bond 3
Bond appraisal adjustment 4
5% - 15%
December 31, 2020
Nonrecurring measurements:
Impaired loans $ 14,098
Appraisal of collateral 1
Appraisal adjustments 2
20% - 62%
Liquidation expense 2
5% - 10%
Other real estate owned $ 5,730
Appraisal of collateral 1
Appraisal adjustments 2
20% - 30%
Liquidation expense 2
5% - 10%
Other debt securities $ 7,500 Net asset value Cost minus impairment 0%
Equity securities $ 27,113 Net asset value Cost minus impairment 0%
Recurring measurements:
Municipal securities 5
$ 43,679
Appraisal of bond 3
Bond appraisal adjustment 4
5% - 15%


	Quantitative Information about Level III Fair Value Measurements
(Dollars in thousands)	Fair Value		Valuation Technique	Unobservable Input	Range
March 31, 2022
Nonrecurring measurements:
Impaired loans	$	21,889	Appraisal of collateral 1	Appraisal adjustments 2	20% - 62%
				Liquidation expense 2	5% - 10%

Other real estate owned	$	2,106	Appraisal of collateral 1	Appraisal adjustments 2	20% - 30%
				Liquidation expense 2	5% - 10%





Recurring measurements:
Municipal securities 5	$	39,668	Appraisal of bond 3	Bond appraisal adjustment 4	5% - 15%

December 31, 2021
Nonrecurring measurements:
Impaired loans	$	21,980	Appraisal of collateral 1	Appraisal adjustments 2	10% - 20%
				Liquidation expense 2	5% - 10%

Other real estate owned	$	2,330	Appraisal of collateral 1	Appraisal adjustments 2	10% - 20%
				Liquidation expense 2	5% - 10%





Other debt securities	$	7,500	Net asset value	Cost minus impairment	—%

Equity securities	$	32,155	Net asset value	Cost minus impairment	—%

Recurring measurements:
Municipal securities 5	$	41,763	Appraisal of bond 3	Bond appraisal adjustment 4	1% - 20%

1 Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various ~~level~~Level III inputs ~~which~~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.~~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.

Note 1211 – Earnings per Share

~~The Company determines~~We determine basic earnings per share (“EPS”) by dividing net income ~~less preferred stock dividends~~available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted EPS is determined by dividing net income ~~less dividends on convertible preferred stock plus interest on convertible subordinated debt~~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 ~~options under the Company’s 2003 and 2013 Stock Incentive Plans and the conversion of preferred stock and subordinated debt, if dilutive.~~plan.

3336

The following table presents ~~the Company's~~our calculation of EPS for the periods indicated:


		Three Months Ended March 31,					Three Months Ended March 31,
(Dollars in thousands except shares and per share data)	(Dollars in thousands except shares and per share data)		2021		2020			(Dollars in thousands except shares and per share data)	2022		2021
Numerator for basic earnings per share:
Numerator for basic and diluted earnings per share:								Numerator for basic and diluted earnings per share:
Net income	Net income		$	8,085	$	1,048		Net income	$	2,864	$	8,085
Less: Dividends on preferred stock	Less: Dividends on preferred stock		35		114			Less: Dividends on preferred stock	—		35

Net income available to common shareholders - basic	Net income available to common shareholders - basic		$	8,050	$	934		Net income available to common shareholders - basic	$	2,864	$	8,050

Numerator for diluted earnings per share:

Net income available to common shareholders - diluted			$	8,050	$	934

Denominator:	Denominator:							Denominator:
Total weighted-average shares outstanding	Total weighted-average shares outstanding		11,530,279		11,942,767			Total weighted-average shares outstanding	12,093,179		11,530,279

Effect of dilutive stock options and restricted stock units	Effect of dilutive stock options and restricted stock units		756,452		355,325			Effect of dilutive stock options and restricted stock units	834,632		756,452
Total diluted weighted-average shares outstanding	Total diluted weighted-average shares outstanding		12,286,731		12,298,092			Total diluted weighted-average shares outstanding	12,927,811		12,286,731

Earnings per share - basic	Earnings per share - basic		$	0.70	$	0.08		Earnings per share - basic	$	0.24	$	0.70

Earnings per share - diluted	Earnings per share - diluted		$	0.66	$	0.08		Earnings per share - diluted	$	0.22	$	0.66

Securities not included in the computation of diluted EPS because the effect would be antidilutive								Securities not included in the computation of diluted EPS because the effect would be antidilutive	405,994		111,148

For the three months ended March 31, 2021 and 2020, approximately 12 thousand and 366 thousand, respectively, options to purchase shares of common stock were not included in the computation of diluted EPS because the effect would be antidilutive.

3437

Note 1312 – Comprehensive Income

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

Three Months Ended March 31,
(Dollars in thousands) 2021 2020
Details about AOCI components Amount reclassified from AOCI Amount reclassified from AOCI Affected income statement line item
Available-for-sale securities
Unrealized holding gains $ 1,143 $ 276 Gain (loss) on sale of available-for-sale securities
1,143 276 Total before tax
(268) (75) Income tax expense
875 201 Net of tax
Defined benefit pension plan items
Amortization of net actuarial loss (127) (105) Salaries and benefits
(127) (105) Total before tax
30 28 Income tax expense
(97) (77) Net of tax
Investment hedge
Carrying value adjustment (264) 1,793 Interest on investment securities
(264) 1,793 Total before tax
62 (484) Income tax expense
(202) 1,309 Net of tax
Total reclassifications $ 576 $ 1,433


	Three Months Ended March 31,
(Dollars in thousands)	2022		2021
Details about AOCI components	Amount reclassified from AOCI		Amount reclassified from AOCI		Affected income statement line item
Available-for-sale securities
Unrealized holding gains	$	650	$	1,143	Gain on sale of available-for-sale securities

	(152)		(268)		Income tax effect
	498		875		Net of tax
Defined benefit pension plan items
Amortization of net actuarial loss	(107)		(127)		Salaries and employee benefits

	25		30		Income tax effect
	(82)		(97)		Net of tax
Investment hedge
Carrying value adjustment	10		(264)		Interest on investment securities

	(2)		62		Income tax effect
	8		(202)		Net of tax

Total reclassifications	$	424	$	576

(Dollars in thousands) Unrealized gains (losses) on available for-sale securities Defined benefit pension plan items Investment hedge Total
Balance at January 1, 2021 $ 7,586 $ (5,047) $ (313) $ 2,226
     Other comprehensive income (loss) before reclassification (4,848) 1,306 0 (3,542)
     Amounts reclassified from AOCI (875) 97 202 (576)
Net current period OCI (5,723) 1,403 202 (4,118)
Balance at March 31, 2021 $ 1,863 $ (3,644) $ (111) $ (1,892)
Balance at January 1, 2020 $ 2,942 $ (4,295) $ 32 $ (1,321)
     Other comprehensive income (loss) before reclassification 1,032 (516) 0 516
     Amounts reclassified from AOCI (201) 77 (1,309) (1,433)
Net current period OCI 831 (439) (1,309) (917)
Balance at March 31, 2020 $ 3,773 $ (4,734) $ (1,277) $ (2,238)


(Dollars in thousands)	Unrealized gains (losses) on available for-sale securities		Defined benefit pension plan items		Investment hedge		Total






Balance at December 31, 2021	$	147	$	(4,069)	$	316	$	(3,606)
Other comprehensive income (loss) before reclassification	(13,415)		283		—		(13,132)
Amounts reclassified from accumulated other comprehensive income (loss)	(498)		82		(8)		(424)
Net current period other comprehensive income (loss)	(13,913)		365		(8)		(13,556)
Balance at March 31, 2022	$	(13,766)	$	(3,704)	$	308	$	(17,162)













Balance at December 31, 2020	7,586		(5,047)		(313)		2,226
Other comprehensive income (loss) before reclassification	(4,848)		1,306		—		(3,542)
Amounts reclassified from accumulated other comprehensive income (loss)	(875)		97		202		(576)
Net current period other comprehensive income (loss)	(5,723)		1,403		202		(4,118)
Balance at March 31, 2021	$	1,863	$	(3,644)	$	(111)	$	(1,892)

Note 1413 – Segment Reporting

~~The Company has~~We have identified 35 reportable segments: CoRe banking; mortgage banking; professional services; Edge Ventures; and financial holding company. Revenue from CoRe banking activities consists primarily of interest earned on loans and investment securities and service charges on deposit accounts. ~~The~~Our Fintech division ~~Chartwell~~ and ~~Paladin Fraud reside~~MVB CDC are included in the CoRe banking segment. Revenue from the mortgage banking activities is comprised of interest earned on loans and fees received as a result of the mortgage loan origination process. ~~Prior~~Professional services is the aggregate of Chartwell, Trabian and Paladin Fraud. Revenue from these operating segments is made up of primarily of professional consulting income to ~~July 1, 2020,~~banks and Fintech companies. Edge

Ventures is the ~~mortgage banking services were conducted by PMG. In July 2020,~~aggregate of Victor, MVB Technology, Flexia and the ~~Company announced the completion of PMG’s combination with Intercoastal to form ICM. The Company has recognized its ownership~~MVB Edge Ventures holding company. These operating segments are aggregated together as ~~an equity method investment, initially recorded at fair value. Income related to this equity method investment is included in the Mortgage Banking segment.~~Edge Ventures and are all start-up Fintech software development companies. 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 indicated:

Three Months Ended March 31, 2021 CoRe Banking Mortgage Banking Financial Holding Company Intercompany Eliminations Consolidated
(Dollars in thousands)
Interest income $ 18,959 $ 104 $ 1 $ (1) $ 19,063
Interest expense 1,092 0 466 0 1,558
Net interest income 17,867 104 (465) (1) 17,505
Provision for loan losses 620 (2) 0 0 618
Net interest income after provision for loan losses 17,247 106 (465) (1) 16,887
Total noninterest income 6,437 6,407 1,581 (1,967) 12,458
Noninterest Expenses:
Salaries and employee benefits 8,842 0 3,069 0 11,911
Other expense 8,029 63 1,083 (1,968) 7,207
Total noninterest expenses 16,871 63 4,152 (1,968) 19,118
Income (loss) before income taxes 6,813 6,450 (3,036) 0 10,227
Income tax expense (benefit) 1,149 1,564 (544) 0 2,169
Net income before noncontrolling interest 5,664 4,886 (2,492) 0 8,058
Net loss attributable to noncontrolling interest 27 0 0 0 27
Net income attributable to parent $ 5,691 $ 4,886 $ (2,492) $ 0 $ 8,085
Preferred stock dividends — 0 35 0 35
Net income (loss) available to common shareholders $ 5,691 $ 4,886 $ (2,527) $ 0 $ 8,050
Capital expenditures for the three months ended March 31, 2021 $ 1,936 $ 0 $ 0 $ 0 $ 1,936
Total assets as of March 31, 2021 2,669,092 57,205 280,152 (360,360) 2,646,089
Total assets as of December 31, 2020 2,343,556 58,140 284,943 (355,163) 2,331,476
Goodwill as of March 31, 2021 2,350 0 0 0 2,350
Goodwill as of December 31, 2020 2,350 0 0 0 2,350


Three Months Ended March 31, 2022	CoRe Banking		Mortgage Banking		Professional Services		Edge Ventures		Financial Holding Company		Intercompany Eliminations		Consolidated
(Dollars in thousands)
Interest income	$	23,171	$	103	$	—	$	—	$	(7)	$	(5)	$	23,262
Interest expense	659		—		7		—		753		(5)		1,414
Net interest income (expense)	22,512		103		(7)		—		(760)		—		21,848
Provision for loan losses	1,280		—		—		—		—		—		1,280
Net interest income (expense) after provision for loan losses	21,232		103		(7)		—		(760)		—		20,568


Total noninterest income	6,898		1,223		5,557		75		2,671		(4,554)		11,870

Noninterest Expenses:
Salaries and employee benefits	9,508		—		3,798		599		4,056		—		17,961
Other expenses	11,048		—		1,155		1,047		2,205		(4,554)		10,901
Total noninterest expenses	20,556		—		4,953		1,646		6,261		(4,554)		28,862

Income (loss) before income taxes	7,574		1,326		597		(1,571)		(4,350)		—		3,576
Income taxes	1,631		341		164		(362)		(869)		—		905
Net income (loss)	5,943		985		433		(1,209)		(3,481)		—		2,671




Net loss attributable to noncontrolling interest	—		—		95		98		—		—		193


Net income (loss) available to common shareholders	$	5,943	$	985	$	528	$	(1,111)	$	(3,481)	$	—	$	2,864

Capital expenditures for the three months ended March 31, 2022	$	250	$	—	$	21	$	618	$	338	$	—	$	1,227
Total assets as of March 31, 2022	2,908,045		51,632		14,677		18,947		349,824		(449,661)		2,893,464
Total assets as of December 31, 2021	2,804,840		50,202		—		—		363,971		(449,688)		2,792,449
Goodwill as of March 31, 2022	—		—		3,988		—		—		—		3,988
Goodwill as of December 31, 2021	—		—		3,988		—		—		—		3,988

3639

Three Months Ended March 31, 2020 CoRe Banking Mortgage Banking Financial Holding Company Intercompany Eliminations Consolidated
(Dollars in thousands)
Interest income $ 18,774 $ 2,418 $ 1 $ (494) $ 20,699
Interest expense 3,838 1,387 35 (732) 4,528
Net interest income 14,936 1,031 (34) 238 16,171
Provision for loan losses 1,132 6 0 0 1,138
Net interest income after provision for loan losses 13,804 1,025 (34) 238 15,033
Noninterest income:
Mortgage fee income 110 11,347 0 (238) 11,219
Other income 3,346 (3,562) 1,504 (1,657) (369)
Total noninterest income 3,456 7,785 1,504 (1,895) 10,850
Noninterest Expense:
Salaries and employee benefits 5,866 7,884 2,432 0 16,182
Other expense 6,659 2,397 1,075 (1,657) 8,474
Total noninterest expenses 12,525 10,281 3,507 (1,657) 24,656
Income (loss) before income taxes 4,735 (1,471) (2,037) 0 1,227
Income tax expense (benefit) 1,012 (349) (484) 0 179
Net income before noncontrolling interest 3,723 (1,122) (1,553) 0 1,048
Preferred stock dividends 0 0 114 0 114
Net income (loss) available to common shareholders $ 3,723 $ (1,122) $ (1,667) $ 0 $ 934
Capital expenditures for the three months ended March 31, 2020 $ 1,295 $ 69 $ 20 $ 0 $ 1,384


Three Months Ended March 31, 2021	CoRe Banking		Mortgage Banking		Professional Services		Edge Ventures		Financial Holding Company		Intercompany Eliminations		Consolidated
(Dollars in thousands)
Interest income	$	18,959	$	104	$	—	$	—	$	1	$	(1)	$	19,063
Interest expense	1,092		—		—		—		466		—		1,558
Net interest income (expense)	17,867		104		—		—		(465)		(1)		17,505
Provision for (release of) loan losses	620		(2)		—		—		—		—		618
Net interest income (expense) after provision for (release of) loan losses	17,247		106		—		—		(465)		(1)		16,887




Total noninterest income	4,745		6,407		1,692		—		1,581		(1,967)		12,458

Noninterest Expenses:
Salaries and employee benefits	7,836		—		894		112		3,069		—		11,911
Other expenses	7,440		63		518		71		1,083		(1,968)		7,207
Total noninterest expenses	15,276		63		1,412		183		4,152		(1,968)		19,118

Income (loss) before income taxes	6,716		6,450		280		(183)		(3,036)		—		10,227
Income taxes	1,137		1,564		59		(47)		(544)		—		2,169
Net income (loss)	5,579		4,886		221		(136)		(2,492)		—		8,058




Net loss attributable to noncontrolling interest	—		—		—		27		—		—		27
Net income (loss) attributable to parent	5,579		4,886		221		(109)		(2,492)		—		8,085
Preferred stock dividends	—		—		—		—		35		—		35
Net income (loss) available to common shareholders	$	5,579	$	4,886	$	221	$	(109)	$	(2,527)	$	—	$	8,050

Capital expenditures for the three months ended March 31, 2021	$	1,936	$	—	$	—	$	—	$	—	$	—	$	1,936

Note 1514 – Pending Acquisition

~~Flexia Payments,~~Warp Speed Holdings LLC ~~Acquisition~~

~~In February 2021,~~On March 13, 2022, the Bank entered into an ~~agreement~~Equity Purchase Agreement (the “Purchase Agreement”) with Warp Speed Holdings LLC, a Wyoming limited liability company (“Warp Speed”), pursuant to ~~acquire~~which the Bank agreed to purchase Class B Common Units of Warp Speed in an ~~80% interest in Flexia.~~amount equal to 37.5% of the outstanding equity interests of Warp Speed on a fully-diluted basis (the “MVB Investment”). On April 28, 2022, MVB Financial Corp. assumed the Bank's obligations under the Purchase Agreement. The ~~Bank invested approximately $2.5 million~~aggregate consideration to be paid for the ~~80% interest. At~~MVB Investment at closing pursuant to the time of acquisition, Flexia had 0 assets or liabilities. Soon after the Bank's investment, Flexia purchased a license for technology which allows users to access a reloadable account that combines a debit card account and casino gaming accounts into one card, allowing them for non-cash transactions at participating casinos, for approximately $1 million for exclusive use in the United States and Canada. On the acquisition date, $0.5 million was recorded on the consolidated balance sheet for the 20% noncontrolling interest.

~~Note 16 – Subsequent Event~~

~~In April 2021, the Bank entered into a Stock~~ Purchase Agreement ~~with Trabian Technology, Inc. (“Trabian”), a leading software development firm servicing financial institutions. Per the agreement, the Bank acquired a majority interest~~is $38.4 million in ~~Trabian for 17,597 unregistered~~cash, plus $9.6 million in shares of MVB common stock, ~~and an undisclosed amount~~with the number of ~~cash.~~shares of MVB common stock to be issued based on the volume-weighted average closing price for shares of MVB common stock for the 20 trading days ending the day prior to the closing date, which is expected to occur mid-2022.

In April 2021, the Bank entered into a Purchase and Assumption Agreement with Summit Community Bank, Inc. (“Summit”) pursuant to which Summit will purchase certain assets and assume certain liabilities of 4 branch locations in West Virginia. Per the agreement, Summit will assume approximately $193 million in deposits and will acquire approximately $57 million in loans, as well as cash, real property, personal property and other fixed assets. The purchase price will be calculated at closing and includes a 6% premium on the deposits assumed. The Bank expects to close the purchase early in the third quarter of 2021.

3740

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 ~~the Company's~~our consolidated financial statements and ~~related~~the accompanying notes ~~thereto~~ included elsewhere in this ~~report. A discussion of changes in the Company's results of operations from 2019 to 2020 has been omitted from this report but may be found in~~ ~~Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations, of its~~ Quarterly Report on Form 10-Q ~~for the period ended March 31, 2020, filed~~and with the ~~SEC on April 28, 2020. Further,~~consolidated financial statements and accompanying notes and other detailed information appearing in the ~~Company encourages you~~2021 Form 10-K. To the extent that this discussion describes prior performance, the descriptions relate only to ~~revisit~~ the ~~Forward-Looking Statements at~~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 ~~beginning~~“Forward-Looking Statements” section of this ~~report.~~Report for further information on forward-looking statements.

Executive Summary

We have continued to invest in infrastructure to support anticipated future growth in each area that is key to our performance, including personnel, technology and processes in order to meet the increasing compliance obligations of the financial services industry. We believe we are well-positioned in the high-growth markets in which we operate and will continue to focus on margin improvement, leveraging capital, organic portfolio loan growth and operating efficiency. We believe the key challenge for us in the future is to expand our lending platform and utilize the increase in our low cost deposits, while continuing to manage asset quality, as well as management of compliance in emerging and fast growing markets. We are expanding 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. We continue to expand our debit card program sponsorship to further enhance fee income and noninterest income. In addition, we continue to expand our Fintech industry offerings through the acquisition of technology, including a software development team, in order to scale and diversify our banking capabilities.

Financial Results

~~Total assets increased $314.6 million to $2.65 billion at~~Three Months Ended March 31, ~~2021 from $2.33 billion at December 31, 2020. Earning assets increased $327.9 million to $2.48 billion at~~2022 vs. Three Months Ended March 31, 2021 from $2.15 billion at December 31, 2020. This increase of $327.9 million in earning assets was primarily driven by the $240.6 million increase in total loans to $1.69 billion during the three months ended March 31, 2021. Deposits increased $234.2 million to $2.22 billion at March 31, 2021, from $1.98 billion at December 31, 2020.

Net interest income increased ~~$1.3~~$4.3 million, noninterest income ~~increased $1.6~~decreased $0.6 million and noninterest expenses ~~decreased~~increased by ~~$5.5~~$9.7 million during the three months ended March 31, ~~2021~~2022 compared to the three months ended March 31, ~~2020. The Company’s~~2021. Our yield on earning assets (tax-equivalent) in the three months ended March 31, ~~2021~~2022 was ~~3.54%~~3.38% compared to ~~4.67%~~3.54% in the three months ended March 31, ~~2020. Total loans~~2021. Loans receivable increased by ~~$240.6~~$28 million to ~~$1.69~~$1.90 billion during the three months ended March 31, ~~2021. The~~2022. Our overall cost of interest-bearing liabilities ~~for~~was 0.39% in the ~~Company was~~three months ended March 31, 2022 compared to 0.48% in the three months ended March 31, ~~2021 compared to 1.34% in the three months ended March 31, 2020.~~2021. This cost of interest-bearing liabilities, combined with the earning asset yield, resulted in a net interest margin (tax-equivalent) of 3.18% in the three months ended March 31, 2022 compared to 3.26% in the three months ended March 31, ~~2021 compared to 3.66%~~2021.

We earned $2.9 million in the three months ended March 31, ~~2020.~~

~~The Company earned~~2022 compared to $8.1 million in the three months ended March 31, ~~2021 compared to $1.0 million in three months ended March 31, 2020.~~ 2021.The three months ended March 31, ~~2021~~2022 earnings equated to a return on average assets of ~~1.3%~~0.4% and a return on average equity of ~~13.6%~~4.2%, compared to the three months ended March 31, ~~2020~~2021 results of ~~0.2%~~1.3% and ~~1.9%~~13.6%, respectively. Basic and diluted earnings per share were ~~$0.70 in three months ended March 31, 2021 compared to $0.08 in three months ended March 31, 2020. Diluted earnings per share were $0.66 in~~$0.24 and $0.22, respectively, for the three months ended March 31, ~~2021~~2022 compared to ~~$0.08 in~~$0.70 and $0.66, respectively, for the three months ended March 31, ~~2020.~~2021.

Corporate Updates

On March 13, 2022, the Bank entered into the Purchase Agreement with Warp Speed, pursuant to which the Bank agreed to make the MVB Investment. On April 28, 2022, MVB Financial Corp. assumed the Bank's obligations under the Purchase Agreement. The aggregate consideration to be paid for the MVB Investment at closing pursuant to the Purchase Agreement is $38.4 million in cash, plus $9.6 million in shares of MVB common stock, with the number of shares of MVB common stock to be issued based on the volume-weighted average closing price for shares of MVB common stock for the 20 trading days ending the day prior to the closing date, which is expected to occur mid-2022.

Warp Speed is the holding company for the Warp Family of Companies, which includes CalCon Mutual Mortgage, dba OneTrust Home Loans, One Trust International and Warp Speed Mortgage, as well as investments in Click2Bind Insurance, Empower Title LLC and Grind Analytics LLC. Together, Warp Speed represents a horizontally integrated financial services platform focused on residential and commercial loan origination and servicing, title insurance services, business and personal insurance brokerage and data analytics to optimize business decisions in real time.

COVID-19 Pandemic

The COVID-19 pandemic has ~~introduced~~continued to cause a great degree of uncertainty toin both the global and domestic economy ~~as well as~~and financial markets. The full impact of COVID-19 is unknown and continues to evolve. Financial markets adjusted dramatically to the reduced economic activity and the pace of recovery is uncertain. The financial market benchmark most relevant to ~~the Company’s~~our current and future profitability is the United States Government Treasury yield curve. The United States Government Treasury yield curve is used as a basis for ~~the~~ pricing of most bonds, loans, borrowings, deposits and other fixed income yield curves. The United States Government Treasury yield curve has experienced a large, relatively parallel, downward shift. Given the Company’s asset-sensitive position, management expects that net interest income will decline. As the outlook for the COVID-19 pandemic improves, management expects that the United States Government Treasury curve will experience some degree of an upward shift over time.

Management expects that some clients will be unable to meet their financial obligations in the near-term as a result of the decreased economic activity brought on by the COVID-19 pandemic. However, management does not expect that these credit concerns will perpetuate indefinitely. Many clients may be eligible to defer loan payments to a later date. The CompanyWe actively participated in the ~~PPP, is evaluating~~Paycheck Protection Program (“PPP”), and may evaluate other programs available to assist ~~its~~our clients and ~~is providing~~provide consumer deferrals consistent with government-sponsored enterprise (“GSE”) guidelines. Management is working to incorporate scenarios that reflect decreased loan cash flows in the short term into ~~the Company’s~~our interest rate risk models.

There was considerable demand for the PPP implemented by the CARES Act to combat the economic slowdown brought on by the COVID-19 pandemic. The PPP was created to provide funding to small business owners who may have had to temporarily close or scale back production as a result of the COVID-19 pandemic. The intended use of this funding is to pay employees who may be temporarily unable to work. The original tranche of PPP funding of $349 billion ran out 13 days after the program's

implementation. The second tranche of PPP funding of $310 billion had funds available as of the program's closure date. On July 2, 2020, additional legislation was passed that allowed small businesses to apply for loans through August 8, 2020. On January 8, 2021, the ~~SBA~~Small Business Administration (“SBA”) announced that the PPP ~~program~~ would reopen on January 11, 2021 for new borrowers and certain existing PPP borrowers. During the latest round, funds totaling $284 billion were authorized through March 31, 2021. As of March 31, ~~2021, the Company~~2022, we originated ~~634~~734 PPP loans with outstanding balances of ~~$88.5~~$13.5 million through our internal commercial team and originated 3,731 PPP loans ~~totaling $102.1~~with outstanding balances of $28.2 million through our partnership with a Fintech company.

As of March 31, ~~2021, commercial loans totaling $34.7 million and~~2022, mortgage loans totaling ~~$9.0~~$0.5 million were ~~approved~~outstanding for modifications, such as interest-only payments and payment deferrals. There were no commercial loan modifications outstanding as of March 31, 2022. These modifications were not considered to be troubled debt restructurings in reliance on guidance issued by banking regulators titled the “Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus.”

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

The following tables present, for the periods indicated, information about (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 indicated. The average balances presented are derived from daily average balances.

Three Months Ended March 31,
2021 2020
(Dollars in thousands) Average Balance Interest Income/Expense Yield/Cost Average Balance Interest Income/Expense Yield/Cost
Assets
Interest-bearing deposits in banks $ 259,491 $ 65 0.10 % $ 13,643 $ 49 1.44 %
CDs with other banks 11,803 57 1.96 12,549 62 1.98
Investment securities:
     Taxable 172,902 631 1.48 127,327 666 2.10
     Tax-exempt 2
212,488 1,714 3.27 110,188 1,110 4.04
Loans and loans held-for-sale: 1
     Commercial 3
1,262,444 14,171 4.55 1,089,212 13,863 5.11
     Tax exempt 2
7,205 81 4.56 11,760 134 4.58
     Real estate 293,076 2,684 3.71 429,720 4,953 4.62
     Consumer 7,696 37 1.95 7,473 123 6.60
Total loans 1,570,421 16,973 4.38 1,538,165 19,073 4.97
Total earning assets 2,227,105 19,440 3.54 1,801,872 20,960 4.67
Less: Allowance for loan losses (26,170) (11,366)
Cash and due from banks 20,951 20,766
Other assets 209,995 136,744
     Total assets $ 2,431,881 $ 1,948,016
Liabilities
Deposits:
     NOW $ 518,937 $ 344 0.27 % $ 407,462 $ 798 0.79 %
     Money market checking 487,281 231 0.19 432,175 1,451 1.35
     Savings 39,668 6 0.06 36,867 1 0.01
     IRAs 12,693 42 1.34 16,573 78 1.89
     CDs 168,951 425 1.02 334,810 1,582 1.90
Repurchase agreements and federal funds sold 10,249 3 0.12 9,520 10 0.42
FHLB and other borrowings 46,349 41 0.36 115,930 573 1.98
Subordinated debt 43,425 466 4.35 4,124 35 3.40
     Total interest-bearing liabilities 1,327,553 1,558 0.48 1,357,461 4,528 1.34
Noninterest bearing demand deposits 821,923 331,962
Other liabilities 45,311 43,463
     Total liabilities 2,194,787 1,732,886
Stockholders’ equity
Preferred stock 2,349 7,334
Common stock 12,378 11,997
Paid-in capital 136,864 122,663
Treasury stock (16,741) (1,135)
Retained earnings 100,273 74,401
Accumulated other comprehensive (loss) 1,971 (130)
     Total stockholders’ equity 237,094 215,130
     Total liabilities and stockholders’ equity $ 2,431,881 $ 1,948,016
Net interest spread (tax-equivalent) 3.06 % 3.33 %
Net interest income and margin (tax-equivalent) 2
$ 17,882 3.26 % $ 16,432 3.66 %
Less: Tax-equivalent adjustments $ (377) $ (261)
Net interest spread 3.00 % 3.27 %
Net interest income and margin $ 17,505 3.19 % $ 16,171 3.60 %


	Three Months Ended March 31,
	2022						2021
(Dollars in thousands)	Average Balance		Interest Income/Expense		Yield/Cost		Average Balance		Interest Income/Expense		Yield/Cost
Assets
Interest-bearing balances with banks	$	595,574	$	214	0.15	%	$	259,491	$	65	0.10	%
CDs with banks	2,352		13		2.24		11,803		57		1.96
Investment securities:
Taxable	241,974		648		1.09		172,902		631		1.48
Tax-exempt 2	128,588		1,137		3.59		212,488		1,714		3.27
Loans and loans held-for-sale: 1
Commercial 3	1,453,262		16,979		4.74		1,262,444		14,171		4.55
Tax exempt 2	5,066		52		4.16		7,205		81		4.56
Real estate	338,826		2,340		2.80		293,076		2,684		3.71
Consumer	54,623		2,128		15.80		7,696		37		1.95
Total loans	1,851,777		21,499		4.71		1,570,421		16,973		4.38
Total earning assets	2,820,265		23,511		3.38		2,227,105		19,440		3.54
Less: Allowance for loan losses	(18,343)						(26,170)
Cash and due from banks	6,067						20,951
Other assets	248,803						209,995
Total assets	$	3,056,792					$	2,431,881

Liabilities
Deposits:
NOW	$	785,108	$	193	0.10	%	$	518,937	$	344	0.27	%
Money market checking	466,287		202		0.18		487,281		231		0.19
Savings	50,041		1		0.01		39,668		6		0.06
IRAs	6,370		17		1.08		12,693		42		1.34
CDs	87,237		243		1.13		168,951		425		1.02
Repurchase agreements and federal funds sold	11,823		5		0.17		10,249		3		0.12
FHLB and other borrowings	—		—		—		46,349		41		0.36
Subordinated debt	73,062		753		4.18		43,425		466		4.35
Total interest-bearing liabilities	1,479,928		1,414		0.39		1,327,553		1,558		0.48
Noninterest-bearing demand deposits	1,260,965						821,923
Other liabilities	46,318						45,311
Total liabilities	2,787,211						2,194,787

Stockholders’ equity
Preferred stock	—						2,349
Common stock	13,458						12,378
Paid-in capital	143,795						136,864
Treasury stock	(16,741)						(16,741)
Retained earnings	137,633						100,273
Accumulated other comprehensive income (loss)	(9,466)						1,971
Total stockholders’ equity	268,679						237,094
Noncontrolling interest	902						—
Total stockholders’ equity attributable to parent	269,581						237,094
Total liabilities and stockholders’ equity	$	3,056,792					$	2,431,881

Net interest spread (tax-equivalent)					2.99	%					3.06	%
Net interest income and margin (tax-equivalent) 2			$	22,097	3.18	%			$	17,882	3.26	%
Less: Tax-equivalent adjustments			$	(249)					$	(377)
Net interest spread					2.96	%					3.00	%
Net interest income and margin			$	21,848	3.14	%			$	17,505	3.19	%

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 March 31, ~~2021~~ 2022and ~~2020,~~2021, which is a non-U.S. GAAP financial measure. ~~Please see~~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 ~~The Company’s~~Our PPP loans, totaling$41.7 millionat March 31, 2022 and $190.6 million at March 31, 2021, are included in this ~~amount for the three months ended March 31, 2021.~~amount.

4043

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


		Three Months Ended March 31,						Three Months Ended March 31,
(Dollars in thousands)	(Dollars in thousands)	2021			2020				(Dollars in thousands)	2022			2021
Net interest margin - U.S. GAAP basis	Net interest margin - U.S. GAAP basis								Net interest margin - U.S. GAAP basis
Net interest income	Net interest income	$	17,505		$	16,171			Net interest income	$	21,848		$	17,505
Average interest-earning assets	Average interest-earning assets	2,227,105			1,801,872				Average interest-earning assets	2,820,265			2,227,105
Net interest margin	Net interest margin	3.19		%	3.60		%		Net interest margin	3.14		%	3.19		%

Net interest margin - non-U.S. GAAP basis	Net interest margin - non-U.S. GAAP basis								Net interest margin - non-U.S. GAAP basis
Net interest income	Net interest income	$	17,505		$	16,171			Net interest income	$	21,848		$	17,505
Plus: Impact of fully tax-equivalent adjustment		377			261
Impact of fully tax-equivalent adjustment									Impact of fully tax-equivalent adjustment	249			377
Net interest income on a fully tax-equivalent basis	Net interest income on a fully tax-equivalent basis	17,882			16,432				Net interest income on a fully tax-equivalent basis	22,097			17,882
Average interest-earning assets	Average interest-earning assets	2,227,105			1,801,872				Average interest-earning assets	$	2,820,265		$	2,227,105
Net interest margin on a fully tax-equivalent basis	Net interest margin on a fully tax-equivalent basis	3.26		%	3.66		%		Net interest margin on a fully tax-equivalent basis	3.18		%	3.26		%

Key Metrics

Three Months Ended March 31,
(Dollars in thousands, except per share data) 2021 2020
     Book value per common share $ 20.38 $ 17.08
     Efficiency ratio 1
63.8 % 91.3 %
     Overhead ratio 2 3
3.1 % 5.1 %
     Net loan charge-offs to total loans 4
0.1 % 0.5 %
     Allowance for loan losses to total loans 5
1.5 % 0.8 %
     Nonperforming loans $ 11,577 $ 5,909
     Nonperforming loans to total loans 0.7 % 0.4 %
     Equity to assets 8.9 % 10.1 %
     Bank leverage ratio 11.3 % 9.8 %


	As of and for the three months ended March 31,
(Dollars in thousands, except per share data)	2022			2021
Book value per common share	$	21.66		$	20.38
Tangible book value per common share 5	$	21.16		$	19.98
Efficiency ratio 1 5	85.6		%	63.8		%
Overhead ratio 2 3 5	3.8		%	3.1		%
Net loan charge-offs to total loans receivable 4	0.2		%	0.1		%
Allowance for loan losses to total loans receivable	1.0		%	1.5		%
Nonperforming loans	$	18,048		$	11,577
Nonperforming loans to total loans receivable	1.0		%	0.7		%
Equity to assets	9.1		%	8.9		%
Community Bank Leverage Ratio	10.8		%	11.3		%

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 ~~Excludes loans held-for-sale~~Non-U.S. GAAP metric

Tangible book value ("TBV") per common share was $21.16 and $19.98 as of March 31, 2022 and March 31, 2021, 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 March 31,
(Dollars in thousands, except per share data)	2022		2021
Goodwill	$	3,988	$	2,350
Intangibles	2,155		2,246
Total intangibles	6,143		4,596

Total equity attributable to parent	263,080		236,210
Less: Preferred equity	—		—
Less: Total intangibles	(6,143)		(4,596)
Tangible common equity	256,937		231,614

Tangible common equity	256,937		231,614
Common shares outstanding (000s)	12,143		11,590
Tangible book value per common share	$	21.16	$	19.98

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 and ~~repurchase agreements.~~subordinated debt. Net interest income, which is the primary source of revenue for the Bank, is also impacted by changes in market interest rates ~~as well as~~and the mix of interest-earning assets and interest-bearing liabilities. Net interest income is impacted favorably by increases in noninterest-bearing demand deposits and equity.

Net interest margin is calculated by dividing net interest income by average interest-earning assets and ~~serves as a measurement of~~

measures the net revenue stream generated by the Bank’s balance sheet. ~~Net interest margin (tax equivalent) was 3.26% for the three months ended March 31, 2021 compared to 3.66% for the three months ended March 31, 2020.~~ The net interest margin continues to face considerable pressure due to low interest rates and competitive pricing of loans and deposits in the Bank’s markets. During 2020, the Federal Reserve lowered its key interest rate from a range of 1.50% to 1.75% to a range of 0.00% to 0.25% and remains at this rate as of March 31, 2021. Management’s estimate of the impact of future changes in market interest rates is shown in the section captioned ~~Interest Rate Risk, in~~ ~~Item 3 – Quantitative and Qualitative Disclosures About Market Risk~~ ~~included elsewhere in this report.~~

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. ~~Net interest spread (tax-equivalent) was 3.06% for the three months ended March 31, 2021 compared to 3.33% for the three months~~

ended March 31, 2020. The difference between the net interest margin (tax-equivalent) and net interest spread (tax-equivalent) was 20 basis points in the three months ended March 31, 2021 compared to 33 basis points in the three months ended March 31, 2020. The increase of $490.0 million in average noninterest-bearing demand deposits helped maintain the favorable spread.

~~Company management continues~~In 2022, the Federal Reserve raised its key interest rate from a range of 0.00% to 0.25% to a range of 0.25% to 0.50% and remains at this rate as of March 31, 2022. We continue to analyze methods to deploy assets into an earning asset mix ~~which will~~to result in a stronger net interest margin. Loan growth continues to be strong and management anticipates that loan activity will remain strong in the ~~near term~~near-term future.

~~During~~Three Months Ended March 31, 2022 vs. Three Months Ended March 31, 2021

Net interest margin (tax-equivalent) was3.18%for the three months ended March 31, ~~2021,~~2022 compared to 3.26% for the three months ended March 31, 2021. The decrease in net interest margin (tax equivalent) was driven by the increase in average interest-bearing balances with banks of $336.1 million primarily related to additional deposits received through our banking as a service ("BaaS") tax refund partnerships. As a result of these partnerships, the average loan-to-deposit ratio decreased to 70% during the three months ended March 31, 2022, compared to 77% during the three months ended March 31, 2021. Net interest spread (tax-equivalent) was2.99%for the three months ended March 31, 2022 compared to 3.06% for the three months ended March 31, 2021. The difference between the net interest margin (tax-equivalent) and net interest spread (tax-equivalent) was 19 basis points in the three months ended March 31, 2022 compared to 20 basis points in the three months ended March 31, 2021.

During thethree months ended March 31, 2022, net interest income increased by ~~$1.3~~$4.3 million, or ~~8.25%~~24.8%, to ~~$17.5~~$21.8 million from ~~$16.2~~$17.5 million during the three months ended March 31, ~~2020.~~2021. This increase is largely due to the increase in the average earning assets of ~~$425.2~~$593.2 million being primarily funded by the increase in noninterest-bearing demand deposits of ~~$490.0~~$439.0 million. ~~Also impacting the yield were the sale of four branches to Summit in April 2020, the accretion related to loans acquired from First State and amortization of PPP origination fees.~~ Average total earning assets ~~was~~were $2.82 billion in the three months ended March 31, 2022 compared to $2.23 billion in the three months ended March 31, ~~2021 compared~~2021.Total interest income increased by $4.2 million, or 22.0%, to ~~$1.80 billion~~$23.3 million in the three months ended March 31, ~~2020. Although there was an increase in average total earning assets, total interest income decreased by $1.6 million, or 7.90%, to~~2022 from $19.1 million in the three months ended March 31, ~~2021 from $20.7 million in the three months ended March 31, 2020.~~ 2021.This ~~decrease~~increase in total interest income was driven by the ~~effect of the Federal Reserve lowering its key interest rates, which resulted~~growth in earning assets offsetting the decrease in the yield on earning assets of ~~113~~16 basis points. Average total loans ~~and loans held-for-sale~~ increased to $1.85 billionin the three months ended March 31, 2022 from $1.57 billion in the three months ended March 31,

2021, ~~from $1.54 billion in the three months ended March 31, 2020,~~ primarily as the result of a ~~$173.2~~$190.8 million increase in average commercial ~~loans; however, PPP loans with an outstanding balance of $190.6 million accounted for a portion of the increase and carried just a 1%~~loans.. The yield ~~outside of origination fee accretion. Yield~~ on total loans ~~and loans held-for-sale decreased 59~~increased 33 basis points. ~~Changes in the balance sheet related to the Summit and First State transactions also impacted yield on earning assets.~~

Average investment securities ~~increased $147.9~~decreased$14.8 millionas the result of a ~~$102.3~~$83.9 million ~~increase~~decrease in tax-exempt investments and a ~~$45.6~~$69.1 million increase in taxable ~~investments. Yield~~investments during three months ended March 31, 2022, compared to three months ended March 31, 2021.The yield on tax-exempt securities ~~decreased 77~~increased 32 basis points and the taxable securities yield ~~decreased 62~~increased 39 basis points.

Average interest-bearing liabilities ~~decreased~~increased by ~~$29.9 million.~~ $152.4 million for three months ended March 31, 2022 fromthree months ended March 31, 2021. The ~~decrease~~increase was primarily the result of ~~decreases of $165.9 million in the~~ average balance increase of ~~certificates of deposit and $69.6~~$266.2 million in ~~the average balance of FHLB and other borrowings, partially offset by increases of $111.5 million in the average balance of~~ negotiable order of withdrawal accounts ~~$55.1~~and $29.6 million in subordinated debt, partially offset by average balance decrease of$81.7 million in certificates of deposit, $21.0 million in money market checking accounts and ~~$39.3~~$46.3 million in ~~the average balance of subordinated debt.~~FHLB and other borrowings.

Average interest-bearing deposits were ~~$1.23~~$1.40 billion ~~for both the three months ended March 31, 2021 and~~ for the three months ended March 31, ~~2020.~~2022 and $1.23 billion for the three months ended March 31, 2021. Total interest expense decreased by ~~$3.0~~$0.1 million, caused primarily by a ~~$2.9~~$0.4 million decrease in deposit interest. The result was a ~~86-basis~~nine basis point decrease in the cost of ~~interest bearing liabilities.~~

~~The Company’s average earning assets increased $425.2 million and net interest income increased by $1.3 million for~~interest-bearing liabilities, primarily from the ~~three months ended March 31, 2021 compared to~~improved deposit mix resulting from the ~~three months ended March 31, 2020. The net interest margin continues to be pressured by falling rates and increased competition for high quality loan growth.~~replacement of high-cost deposits with noninterest-bearing deposits.

The Bank’s yield on earning assets for the three months ended March 31, 2022 declined due to ~~decreases~~a decrease in ~~the loan portfolio yield of 59 basis points, driven by the addition of PPP loans originated in the second quarter of 2020 and the first quarter of 2021, and the~~ investment portfolio yield of 5352 basis points ~~while the~~and cost of ~~interest bearing~~interest-bearing liabilities decreased by 86nine basis ~~points.~~points compared to three months ended March 31, 2021.

The cost of interest-bearing liabilities decreased to 0.39% in the three months ended March 31, 2022 from 0.48% in the three months ended March 31, ~~2021 from 1.34% in the three months ended March 31, 2020.~~2021. This decrease is primarily the result of ~~decreases of 162 basis points in the cost of FHLB and other borrowings and a 93~~16 basis point decrease in the cost of deposits, primarily from the improved deposit mix resulting from the replacement of high-cost deposits with noninterest-bearing deposits.

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

Provision for Loan Losses

The provision for loan losses, which is a product of management’s formal quarterly analysis, is recorded in response to inherent losses in the loan portfolio. Loan loss ~~provision of $0.6~~provisions were $1.3 million ~~and $1.1 million were made~~ for the three months ended March 31, ~~2021~~2022 and ~~2020, respectively.~~$0.6 million for the three months ended March 31, 2021. The ~~decrease~~increase in loan loss provision is ~~mainly~~primarily the result of the changes into the outstanding balances of the loan portfolios, level of recognized charge-offs and ~~changes in the~~ resulting historical loss ~~rates.~~rates, as well as adjustments to the risk grading of loans within the portfolio. In addition, changes to the outstanding balances of the loan portfolios, changes to the ~~qualitative adjustment factor framework within~~level of recognized charge-offs and changes in the ~~allowance methodology~~resulting historical loss rates, and adjustments to the risk grading of ~~significant~~ loans within the portfolio were all contributing factors in the ultimate change in loan loss provision.

42Three Months Ended March 31, 2022 vs. Three Months Ended March 31, 2021

Total loan balances, excluding purchased credit impaired ("PCI") loans, increased ~~$240.6~~$29.2 million during the three months ended March 31, ~~2021~~2022 versus an increase of ~~$22.0~~$245.6 million in the three months ended March 31, ~~2020.~~2021. The commercial loan portfolio increased by ~~$212.2~~$0.9 million during the three months ended March 31, ~~2021,~~2022, in comparison to an increase of ~~$30.7~~$212.2 million in the three months ended March 31, ~~2020,~~2021, while the residential mortgage loan portfolio increased by ~~$35.4~~$7.5 million during the three months ended March 31, ~~2021,~~2022, as compared to a $35.4 million increase during the three months ended March 31, 2021. Additionally, our consumer loan portfolio increased by $21.7 million during the three months ended March 31, 2022, while ~~decreasing~~it decreased by ~~$10.1~~$0.1 million in the three months ended March 31, ~~2020. Included in~~2021. Offsetting the commercial and total loan volume increases are SBA PPP loans, ~~totaling $190.6~~which decreased $90.0 million ~~as of~~during the quarter ended March 31, 2021. This portion of loan growth is significant to the overall change in provision as these loans are guaranteed by the SBA, and accordingly, are subject to a loan loss allocation that is only a fraction of the typical allocation rate applied to other loans in the portfolio.2022. In addition, net charge-offs during the three months ended March 31, ~~2021~~2022 totaled ~~$0.2~~$0.6 million, ~~in comparison~~compared to net charge-offs of ~~$1.8~~$0.2 million in the three months ended March 31, ~~2020. Additionally, provision~~2021. Provision was also impacted by a ~~$0.3~~$0.1 million ~~decrease~~increase in the specific loan loss allocations in the three months ended March 31, ~~2021,~~2022, relative to a ~~$0.1~~$0.3 million decrease in the three months ended March 31, ~~2020.~~

Meanwhile, management has continued to evaluate the qualitative factor framework within the allowance for loan loss methodology in order to assess how well the framework can appropriately respond to the unprecedented risk presented by the COVID-19 pandemic. As a result, the framework was significantly enhanced in the third quarter of 2020 to consider a much greater degree of risk than when the framework was originally designed. The framework has consistently generated an adequate allowance for loan loss within a generally stable economic environment, but the onset of the COVID-19 pandemic made it apparent that the framework required modifications to consider this greater degree of risk. While the ultimate timing and severity of impacts to the economic and business conditions in which the Company operates are not yet fully known, it appears that the impacts will continue to be significant and it is likely that the impacts will evolve over time as businesses and individuals learn to adapt to a new way of operating and living. The breadth of the COVID-19 pandemic and the fact that it impacts virtually all industries has inherently created additional risk within the loan portfolios, despite there being no change to the nature of those portfolios. Furthermore, as a result of the ongoing analysis of the loan portfolios, it has become apparent that a significant number of borrowers are experiencing a strain on their operations, and as a result present an increase in the volume and severity of problem loans. Additionally, it is evident that consumer sentiment has been impacted, although not as significantly as during the Great Recession. Other significant factors include the increasingly volatile social atmosphere, the evolving political climate and the timing and effectiveness of vaccines. The unprecedented initiatives of the Federal Government to provide support to the economy through new loan programs has simultaneously served to temporarily mitigate some of the impacts to the economy and borrowers, while also adding some degree of increased risk to lending policies and procedures as a result of the pace and manner in which these programs have been developed and made available to the public. As a result, quantifiable evidence of the impacts to the Company's loan portfolios have not yet fully revealed themselves in terms of delinquent loans or deterioration in collateral values. Meanwhile, the Company has not currently made any significant changes to lending strategies that would impact the concentrations of credit risk within those portfolios.2021.

Noninterest Income

Payment card and service charge income, ~~mortgage fee~~consulting compliance income, ~~consulting compliance~~equity method investment income and gains on ~~equity~~ securities ~~generate~~generally account for the ~~core~~majority of ~~the Company’s~~our noninterest income. ~~During the three months ended~~Also, from time to time, we recognize gains or losses on acquisition and divestiture activity.

Three Months Ended March 31, 2022 vs. Three Months Ended March 31, 2021 ~~equity method investment income has generated additional noninterest income. Total of noninterest~~

Noninterest income for the three months ended March 31, 2022 and 2021 totaled$11.9 millionand ~~2020 was~~ $12.5 million, ~~and $10.8 million,~~ respectively.

The ~~increase~~decrease in noninterest income for the three months ended March 31, ~~2021~~2022 compared to the three months ended March 31, ~~2020~~2021 was primarily the result of ~~an increase~~a decrease of ~~$6.5~~$5.3 million in equity method investment income ~~from ICM~~ and ~~a decrease of $3.6~~$0.5 million in the ~~loss~~gain on ~~derivatives.~~ sale of available-for-sale securities.These ~~increases~~decreases were partially offset by ~~a decrease~~increases of ~~$11.2~~$2.6 million in ~~mortgage fee income.~~compliance and consulting income, $1.1 million in payment card and service charge income and $1.1 million in gain on sale of loans.

Equity method investment income decreased $5.3 million due to decreased volume from the ICM combination. Gain on sale of ~~$6.5~~available-for-sale securities decreased $0.5 million ~~was~~ due to the ~~ICM combination~~sale of available-for-sale investments totaling $60.6 million in ~~July 2020. Prior~~the first quarter of 2022 compared to ~~this combination,~~$41.0 million in the first quarter of 2021. Compliance and consulting income ~~from the Company's mortgage activities was recognized through mortgage fee income.~~

increased $2.6 million, primarily due to team expansion.

Payment card and service charge income increased ~~from $0.6~~$1.1 million due to several sponsoring agreements and new products and services as a result of recent investments in Fintech capabilities. Gain on sale of loans increased $1.1 million, primarily due to the further expansion of the SBA lending team.

Noninterest Expense

Three Months Ended March 31, 2022 vs. Three Months Ended March 31, 2021

Noninterest expense was $28.9 million and $19.1 million in the three months ended March 31, ~~2020 to $1.5 million in~~2022 and 2021, respectively.Approximately 62% of noninterest expense for each of the three months ended March 31, ~~2021 due to the expansion of the Company's Banking as a Service (“BaaS”) platform.~~

Loss on derivatives decreased from $3.6 million for the three months ended March 31, 2020 to zero for the three months ended March 31, 2021, due to the removal of the mortgage derivative driven by the ICM combination.

Mortgage fee income decreased $11.2 million in the three months ended March 31, 2021 due to the ICM combination in July 2020. Prior to this combination, income from the Company's mortgage activities was recognized through mortgage fee income.

~~Noninterest Expense~~

~~Noninterest expense was $19.1 million~~2022 and ~~$24.7 million in in the three months ended March 31,~~ 2021 ~~and 2020, respectively. Approximately 62% and 66% of noninterest expense for the three months ended March 31, 2021 and 2020, respectively,~~ was related to personnel costs. Personnel costs are a significant part of ~~the Company's~~our noninterest expense as such costs are critical to financial services organizations.Salaries and benefits ~~decreased~~increased by ~~$4.3~~$6.1 million, primarily as a result of ~~the ICM combination and the sale of four branches~~our continued efforts to ~~Summit in April 2020.~~

~~Mortgage processing decreased~~support our growing Fintech portfolio. Professional fees increased by ~~$0.9~~$1.1 million in the three months ended March 31, ~~2021~~2022 compared to the three months ended March 31, ~~2020, primarily as~~2021 due to increased expenses relating to the ~~result of the ICM combination.~~Bank's risk and compliance function to support our current and expected Fintech strategy needs.

Return on Assets and Equity

Assets

~~The Company’s~~Total assets increased $101.0 million to $2.89 billion at March 31, 2022from $2.79 billion at December 31, 2021. Earning assets increased $61.0 million to $2.65 billion at March 31, 2022 from $2.59 billion at December 31, 2021. This increase in earning assets was primarily driven by the $50.4 million increase in interest-bearing deposits with banks from $298.6 million at December 31, 2021 to $349.0 million at March 31, 2022, as well as the $30.0 million increase inloans receivable to $1.90 billion at March 31, 2022,from $1.87 billion at December 31, 2021, partially offset by the decrease in investment securities available-for-sale of $26.2 million to $395.3 million at March 31, 2022, from $421.5 million at December 31, 2021.

Three Months Ended March 31, 2022 vs. Three Months Ended March 31, 2021

Our return on average assets was 0.4% for the three months ended March 31, 2022, compared to 1.3% for the three months ended March 31,2021 ~~compared to 0.2% for the three months ended March 31, 2020.~~ . The ~~increased~~decreased return in ~~2021~~2022 is a result of a ~~$7.0~~$5.2 million ~~increase~~decrease in earnings, while average total assets increased by ~~$483.9~~$630.0 million, mainly as the result of a ~~$245.8~~$336.1 million increase in average interest-bearing deposits with banks, a ~~$147.9 million increase in average investment securities and a $32.3~~$280.0 million increase in average total ~~loans.~~loans, and a $14.8 million decrease in average investment securities.

Equity

~~The Company’s~~Three Months Ended March 31, 2022 vs. Three Months Ended March 31, 2021

Our return on average stockholders’ equity was 4.2% for the three months ended March 31, 2022,compared to 13.6% for the three months ended March 31, ~~2021, compared to 1.9% for the three months ended March 31, 2020.~~2021. The ~~increased~~decreased return in ~~2021~~2022 is a result of ~~a $7.0~~an $5.2 million ~~increase~~decrease in earnings,while average equity increased by ~~$22.0~~$32.5 million.

Statement of Financial Condition

Cash and Cash Equivalents

Cash and cash equivalents totaled ~~$339.6~~$354.0 million at March 31, ~~2021,~~2022, compared to ~~$263.9~~$307.4 million at December 31, ~~2020.~~

~~Management believes~~2021. We believe the current balance of cash and cash equivalents adequately serves ~~the Company’s~~our liquidity and performance needs. Total cash and cash equivalents fluctuate ~~on a~~ daily ~~basis~~ due to transactions in process and other liquidity demands. ~~Management believes~~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 ~~the Company~~us to meet cash obligations as they come due. Due to the increase in liquidity driven by growth in noninterest-bearing deposits, ~~management has~~we have elected to maintain a higher cash and cash equivalents balance to provide flexibility during the COVID-19 pandemic.

Investment Securities

Investment securities, including equity securities, totaled ~~$451.3~~$429.7 million at March 31, ~~2021,~~2022, compared to ~~$438.2~~$453.9 million at December 31, ~~2020.~~2021. The following table presents a summary of the investment securities portfolio as of the periods indicated. The available-for-sale securities are reported at estimated fair value.


(Dollars in thousands)	(Dollars in thousands)	March 31, 2021		December 31, 2020		(Dollars in thousands)	March 31, 2022		December 31, 2021
Available-for-sale securities:	Available-for-sale securities:					Available-for-sale securities:
United States government agency securities	United States government agency securities	$	48,104	$	56,992	United States government agency securities	$	52,451	$	40,437
United States sponsored mortgage-backed securities	United States sponsored mortgage-backed securities	89,207		95,769		United States sponsored mortgage-backed securities	68,481		76,108
United States treasury securities	United States treasury securities	56,970		—		United States treasury securities	105,842		110,389
Municipal securities	Municipal securities	209,734		231,887		Municipal securities	151,343		175,012
Corporate debt securities						Corporate debt securities	8,816		11,142
Other debt securities	Other debt securities	7,500		7,500		Other debt securities	7,500		7,500
Other securities	Other securities	11,607		18,476		Other securities	868		878
Total investment securities available-for-sale	Total investment securities available-for-sale	$	423,122	$	410,624	Total investment securities available-for-sale	$	395,301	$	421,466

Equity securities	Equity securities	$	28,200	$	27,585	Equity securities	$	34,447	$	32,402

Management monitors the earnings performance and liquidity of the investment portfolio ~~on a regular basis~~regularly through the Asset and Liability Committee (“ALCO”) meetings. The ALCO also monitors net interest income and assists in ~~the management of~~managing interest rate risk for the Company. 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 ~~its~~our customers. Management believes the risk characteristics inherent in the investment portfolio are acceptable based on these parameters.

Loans

~~The Company’s~~Our loan portfolio totaled ~~$1.69~~$1.90 billion as of March 31, ~~2021~~2022 and ~~totaled $1.45~~$1.87 billion as of December 31, ~~2020.~~2021. 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. The growth in loans is primarily attributable to organic growth within the Bank’s primary lending areas, ~~and Northern Virginia.~~as well as the addition of an SBA lending team in the fourth quarter of 2020.

For more information regarding ~~the Company's~~our loans, ~~please~~ see Note 3 – Loans and Allowance for Loan Losses accompanying the consolidated financial statements included elsewhere in this report.

Loan Concentration

At March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, 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, ~~primarily~~generally located in ~~the Company's~~our primary market areas. Additionally, within the commercial portfolio, there is a concentration within the healthcare industry which includes loans to physicians, nursing homes and pharmacies.

Allowance for Loan Losses

The ALL was ~~$26.2~~$18.8 million or ~~1.5%~~1.0% of ~~total~~ loans receivable at March 31, ~~2021~~2022 compared to ~~$25.8~~$18.3 million or ~~1.8%~~1.0% of ~~total~~ loans receivable at December 31, ~~2020. The~~2021. This ratio remained constant due to increased loan loss provision of $1.3 million, offset by a decrease in ~~this ratio~~net charge-offs of $1.3 million for the three months ended March 31, 2022. The modest increase in ALL was primarily the ~~direct~~ result of changes to the outstanding balances of the loan portfolios, changes in the level of recognized charge-offs and changes in the resulting historical loss ~~rates. In addition, changes to the outstanding balances of the loan portfolios, changes to the qualitative adjustment factor framework within the allowance methodology~~rates, and adjustments to the risk grading of ~~significant~~ loans within the portfolio were all contributing factors in the ~~change.~~ultimate change in the allowance for loan losses. More specifically, loan portfolios with lower loss allocation rates, such as the PPP portfolio, saw a large decrease in loan balances, while the subprime consumer automobile portfolio, with its relatively higher allocation rate, saw an increase in loan balances.The total increase in the ALL of $0.5 million is the product of a $1.3 million increase in ALL required by the growth of the subprime consumer automobile portfolio, which was offset by a net $0.8 million decrease in ALL caused by the changes in loan balances and allocation rates for all other loan portfolio segments combined.

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 ALL. 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, ~~management~~we also ~~considers~~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 ~~continue to be~~remain the most significant source of funds, totaling ~~$2.22~~$2.51 billion, or ~~93.4%~~96.7% of funding sources, at March 31, ~~2021.~~2022. This same information at December 31, ~~2020~~2021 reflected ~~$1.98~~$2.38 billion in deposits representing ~~97.4%~~96.6% of ~~such~~ funding sources.

~~FHLB and other borrowings and subordinated~~ Subordinated debt of $73.1 million represented ~~6.1%~~2.8% of funding sources at March 31, ~~2021. FHLB~~2022 and ~~other borrowings, including PPPLF borrowings, totaled $102.2~~$73.0 million, ~~at March 31, 2021. Subordinated debt totaled $43.4 million at March 31, 2021.~~

~~FHLB and other borrowings and subordinated debt represented 2.1%~~or 3.0%, of funding sources at December 31, ~~2020.~~2021. There were no outstanding amounts due to FHLB and other borrowings at March 31, 2022 and December 31, ~~2020. Subordinated debt totaled $43.4 million at December 31, 2020.~~

2021. Repurchase agreements, which are available to large corporate customers, represented ~~0.4% and~~ 0.5% of funding sources at both March 31, 2022 and December 31, ~~2020 and 2019, respectively.~~2021.

Management continues to emphasize the development of additional noninterest-bearing deposits as a core funding source for the

Company. At March 31, ~~2021,~~2022, noninterest-bearing balances totaled ~~$837.2 million,~~$1.3 billion, compared to ~~$715.8 million~~$1.1 billion at December 31, ~~2020,~~2021, or ~~37.8%~~52.2% and ~~36.1%~~47.1%, respectively, of total ~~deposits, respectively.~~deposits. Interest-bearing deposits totaled ~~$1.38~~$1.2 billion at March 31, ~~2021,~~2022, compared to ~~$1.27~~$1.3 billion at December 31, ~~2020,~~2021, or ~~62.2%~~47.8% and ~~63.9%~~52.9%, respectively, of total ~~deposits, respectively.~~deposits. The main driver of deposit growth has been the increase in Fintech deposits from $1.14 billion at December 31, 2021 to $1.25 billion as of March 31, 2022, through ~~adding~~the addition of new relationships and continuing to grow current relationships. This growth in Fintech deposits is primarily due to the ~~increasing~~increase in gaming deposits, ~~primarily~~largely as a result of the increasing number of states legalizing sports gaming. ~~The Company~~Gaming deposits, which are included in total Fintech deposits, totaled $970.4 million as of March 31, 2022, compared to $911.6 million at December 31, 2021. We currently ~~expects its~~expect our Fintech banking deposits to continue to grow.

The following table ~~sets forth~~presents the balance of each of the deposit categories as of the periods indicated:


(Dollars in thousands)	(Dollars in thousands)	March 31, 2021		December 31, 2020		(Dollars in thousands)	March 31, 2022		December 31, 2021
Noninterest-bearing demand	Noninterest-bearing demand	$	837,221	$	715,791	Noninterest-bearing demand	$	1,308,998	$	1,120,433
Interest-bearing demand	Interest-bearing demand	698,218		496,502		Interest-bearing demand	630,155		651,016
Savings and money markets	Savings and money markets	520,998		545,501		Savings and money markets	491,346		510,068
Time deposits, including CDs and IRAs	Time deposits, including CDs and IRAs	160,116		224,595		Time deposits, including CDs and IRAs	78,580		96,088
Total deposits	Total deposits	$	2,216,553	$	1,982,389	Total deposits	$	2,509,079	$	2,377,605

Time deposits that meet or exceed the FDIC insurance limit	Time deposits that meet or exceed the FDIC insurance limit	$	14,829	$	16,955	Time deposits that meet or exceed the FDIC insurance limit	$	10,111	$	9,573

Average interest-bearing deposits ~~totaled $1.23~~were $1.40 billion ~~during both the three months ended March 31, 2021 and 2020. Average noninterest-bearing deposits totaled $821.9 million~~ during the three months ended March 31, ~~2021~~2022, compared to ~~$332.0 million~~$1.23 billion during the same time period in 2021 and average noninterest-bearing deposits were $1.26 billion during the three months ended March 31, ~~2020.~~2022 compared to $821.9 million during the same time period in 2021.

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 ~~the Company's~~our borrowings, ~~please~~ refer toNote 7 – Borrowed Funds accompanying the consolidated financial statements included elsewhere in this report.

Capital and Stockholders' Equity

During the ~~quarter~~three months ended March 31, ~~2021,~~2022, stockholders’ equity decreased ~~approximately $3.3~~$11.4 million to ~~$236.7~~$263.9 million. This decrease consists of ~~the redemption of preferred stock of $7.3 million,~~ other comprehensive loss of ~~$4.1~~$13.6 million, primarily due to unrealized holding loss on available-for-sale securities, net of taxes, of $13.4 million and cash dividends paid of ~~$1.2 million. These decreases were~~$2.1 million, partially offset by net income ~~for the quarter~~available to common shareholders of ~~$8.1~~$2.9 million, common stock options exercised totaling $0.7 million and stock-based compensation of ~~$0.6 million and noncontrolling interest due to acquisition of $0.5~~$0.7 million.

With the stockholders’ equity decreasing as noted above and being outpaced by the growth in assets of $101.0 million in the three months ended March 31, 2022, the equity to assets ratio decreased from ~~10.3%~~9.8% at December 31, 2021 to ~~8.9% due to a reduction in equity and the $314.6 million increase in total assets during the quarter. The Company~~9.1% at March 31, 2022. We paid dividends to common shareholders of $2.1 million and $1.2 million in ~~each of~~ the three months ended March 31, 2022 and 2021, ~~and 2020~~respectively, compared to earnings of $2.9 million and $8.1 million in the three months ended March 31, 2022 and 2021, ~~versus $1.0 million~~respectively, resulting in the dividend payout ratio increasing to 71.9% in the three months ended March 31, ~~2020, resulting in the dividend payout ratio decreasing~~2022 from ~~115.2% in the three months ended March 31, 2020 to~~ 14.3% in the three months ended March 31, 2021.

~~The Company~~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 direct material effect on ~~the Company’s~~our consolidated financial statements. The Bank is

required to comply with applicable capital adequacy standards established by the FDIC. ~~The Company is~~We are exempt from the Federal

Reserve Board’s capital adequacy standards as itwe believes it meets the requirements of the Small Bank Holding Company Policy Statement. West Virginia state chartered banks, such as 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 ~~the Company’s~~our risk-based capital ratios can be found in Supervision and Regulation in Item 1, – Business and Note 15 – Regulatory Capital Requirements to the consolidated financial statements and accompanying notes contained in the ~~2020~~2021 Form 10-K.

In November 2019, federal regulators finalized and adopted a regulatory capital rule establishing a new community bank leverage ratio (“CBLR”), which became effective on January 1, 2020. The ~~intent of the~~ CBLR isintends 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.

In April 2020, under the CARES Act, the 9% leverage ratio threshold was temporarily reduced to 8% in response to the COVID-19 pandemic. The threshold ~~will increase~~increased to 8.5% in 2021 and ~~return~~has returned to 9% in 2022. 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 March 31, ~~2021~~2022 was ~~11.3%~~10.8%, which is above the ~~well capitalized~~well-capitalized standard of 8.5%. 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 ~~the Company’s~~our policy to manage liquidity so that there is no need to make unplanned sales of assets or to borrow funds under emergency conditions.

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. During the three months ended March 31, ~~2021,~~2022, cash provided by financing activities totaled ~~$328.9~~$130.9 million, ~~while outflows from~~cash provided by investing activity totaled ~~$263.4~~$27.0 million and cash used by operating activities totaled $57.3 million. Significant changes in operating cash flows during the quarter include outflows for loans originated for sale of $16.5 million related to the SBA lending program and outflows for changes in other assets of $41.6 million from BaaS products related to tax refunds. Through our partner that provided tax anticipation loans and through early advance tax refunds, we received the corresponding deposits and receivables related to the settlement of the early advances. 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. 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.

~~The Company has~~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 ~~the Company's~~our discretion. While ~~the Company seeks~~we seek to preserve flexibility with respect to cash requirements, there can be no assurance that market conditions would permit itus to sell securities on acceptable terms or at all.

47We continue to experience increasing concentrations of deposits from emerging industries and have instituted policies and procedures to ensure that we maintain adequate liquidity to manage such deposit levels.

Current Economic Conditions

~~The Company considers its~~We consider our primary market area for CoRe banking services to be comprised of North Central West Virginia and Northern ~~Virginia, where the Bank currently operates a total of 13 full-service banking branches: ten in West Virginia and three in~~ Virginia. ~~The Company considers its~~We consider our Fintech banking market to be customers located throughout the entire United States.

~~The Company believes~~We believe that the current economic climate in ~~its~~our primary market areas reflect economic climates that are consistent with the general national economic climate. Unemployment in the United States was ~~6.2%~~3.6% and ~~4.5%~~6.2% for March ~~2021~~2022 and ~~2020,~~2021, respectively.

Commitments and Contingent Liabilities

~~The Company is~~We are a party to financial instruments with off-balance-sheet risk in the ~~normal~~ordinary course of business to meet the financing needs of ~~its~~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.

~~The Company’s~~

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. ~~The Company uses~~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. ~~The Company evaluates~~We evaluate each customer’s ~~credit worthiness~~creditworthiness on a case-by-case basis. The amount and type of collateral obtained, if deemed necessary by ~~the Company~~us upon extension of credit, varies and is based on ~~management��s~~management’s credit evaluation of the customer.

Standby letters of credit are conditional commitments issued by ~~the Company~~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. ~~The Company’s~~Our policy for obtaining collateral, and the nature of such collateral, is ~~essentially~~substantially the same as that involved in making commitments to extend credit.

Concentration of Credit Risk

~~The Company grants~~We grant a majority of ~~its~~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. ~~The Company evaluates~~We evaluate the ~~credit worthiness~~creditworthiness of each of ~~its~~our customers on a case-by-case basis and the amount of collateral it obtains is based upon management’s credit evaluation.

Regulatory

~~The Company is~~We are required to maintain certain reserve balances on hand in accordance with the Federal Reserve Board requirements. In accordance with these requirements, ~~the Company~~we implemented a deposit reclassification program that ~~allowed the Company~~allows us to maintain no such reserve balances as of March 31, ~~2021~~2022 and December 31, ~~2020.~~2021.

Additional information regarding supervision and regulatory matters related to our business and operations can be found in Item 1, Business of the 2021 Form 10-K under the heading Supervision and Regulation.

Contingent Liability

~~The subsidiary bank is~~We are 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 ~~have a significant~~significantly impact on 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.

~~Future Outlook~~

The Company has invested in the infrastructure to support anticipated future growth in each key area, including personnel, technology and processes to meet the growing compliance requirements in the industry. The Company believes it is well positioned in some of the finest markets in West Virginia and Virginia and will continue to focus on margin improvement; leveraging capital; organic portfolio loan growth; and operating efficiency. The key challenge for the Company in the future is to attract core deposits to fund growth in new markets through continued delivery of outstanding client service coupled with high-quality products and technology. The Company is expanding the treasury services function to support the banking needs of financial and emerging technology companies, which will further enhance core deposits, notably through its expansion of deposit acquisition and fee income strategies through the Fintech division. During 2020 and into 2021, the Company entered into agreements for debit card program sponsorship to further enhance fee income and noninterest income. In addition, the Company continues to expand into the Fintech industry through the acquisition of technology, including a software development team, in order to scale and diversify its banking capabilities.

Critical Accounting Policies and Estimates

The preparation of the accompanying condensed consolidated financial statements in conformity with U.S. GAAP ~~required management~~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.

There have been no significant changes to ~~the Company's~~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 ~~2020~~2021 Form 10-K.

Recent Accounting Pronouncements and Developments

Recent accounting pronouncements and developments applicable ~~to the Company~~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

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

~~Interest Rate Risk~~

The objective of the asset/liability management function is to structure the balance sheet in ways that maintain consistent growth in net interest income and minimize exposure to market risks within its policy guidelines. This objective is accomplished through management of balance sheet liquidity and interest rate risk exposure based on changes in economic conditions, interest rate levels and customer preferences. The Company manages balance sheet liquidity through the investment portfolio, sales of commercial and residential real estate loans and through the utilization of diversified funding sources, including retail deposits, a variety of wholesale funding sources and borrowings through the FHLB. Interest rate risk is managed through the use of interest rate caps, commercial loan swap transactions and interest rate lock commitments on mortgage loans held-for-sale, as well as the structuring of loan terms that provide cash flows to be consistently re-invested along the rate cycle.

The Company's primary market risk is interest rate fluctuation. Interest rate risk results from the traditional banking activities in which the Bank engages, such as gathering deposits and extending loans. Many factors, including economic conditions, financial conditions, movements in interest rates and consumer preferences affect the difference between interest earned on assets and interest paid on liabilities. The Company’s interest rate risk represents the levels of exposure its income and market values have to fluctuations in interest rates. Interest rate risk is measured as the change in earnings and the theoretical market value of equity that results from changes in interest rates. The ALCO oversees the management of interest rate risk and its objective is to maximize stockholder value, enhance profitability and increase capital, serve customer and community needs and protect the Company from any material financial consequences associated with changes in interest rates.

Interest rate risk arises from differences between the timing of rate changes and the timing of cash flows (repricing risk); changing rate relationships across yield curves that affect bank activities (basis risk); changing rate relationships across the spectrum of maturities (yield curve risk); and interest rate related options embedded in certain bank products (option risk). Changes in interest rates may also affect a bank’s underlying economic value. The values of a bank’s assets, liabilities and interest-rate related, off-balance sheet contracts are affected by changes in rates because the present values of future cash flows, and in some cases the cash flows themselves, are changed when discounting by different rates.

The Company believes that accepting some level of interest rate risk is necessary in order to achieve realistic profit goals. Management and the Board of Directors have chosen an interest rate risk profile that is consistent with the Company's strategic business plan. While management carefully monitors the exposure to changes in interest rates and takes actions as warranted to decrease any adverse impact, there can be no assurance about the actual effect of interest rate changes on net interest income.

The Company’s Board of Directors has established a comprehensive interest rate risk management policy, which is administered by the ALCO. The policy establishes limits on risk, which are quantitative measures of the percentage change in net interest income (a measure of net interest income at risk) and the fair value of equity capital (a measure of economic value of equity or “EVE” at risk) resulting from a hypothetical change in interest rates. The Company measures the potential adverse impacts that changing interest rates may have on short-term earnings, long-term value and liquidity by employing simulation analysis through the use of computer modeling. The simulation model captures optionality factors such as call features and interest rate caps and floors embedded in investment and loan portfolio contracts. As with any method of gauging interest rate risk, there are certain shortcomings inherent in the interest rate modeling methodology employed. When interest rates change, actual movements in different categories of interest-earning assets and interest-bearing liabilities, loan prepayments and withdrawals of time and other deposits, may deviate significantly from assumptions used in the model. Finally, the methodology does not measure or reflect the impact that higher rates may have on adjustable-rate loan customers’ ability to service their debts or the impact of rate changes on demand for loan and deposit products.

A base case forecast is prepared using market consensus rate forecasts and alternative simulations reflecting more and less extreme behavior of rates each quarter. The analysis is presented to the ALCO and the Board of Directors. In addition, more frequent forecasts are produced when interest rates are particularly uncertain, when other business conditions so dictate, or when necessary to model potential balance sheet changes.

The balance sheet is subject to quarterly testing for interest rate shock possibilities to indicate the inherent interest rate risk. Average interest rates are shocked by +/- 100, 200, 300 and 400 basis points (“bp”). The goal is to structure the balance sheet so that net interest earnings at risk over a twelve-month period and the economic value of equity at risk do not exceed policy guidelines at the various interest rate shock levels.

At March 31, 2021, the Company is shown in an asset sensitive position for the first year after rate shocks. Management continuously strives to reduce higher costing fixed rate funding instruments, while increasing assets that are more fluid in their repricing. Theoretically, an asset sensitive position is more favorable in a rising rate environment, since more assets than liabilities will reprice in a given time frame as interest rates rise. Similarly, a liability sensitive position is theoretically favorable in a declining interest rate environment, since more liabilities than assets will reprice in a given time frame as interest rates decline. Management works to maintain a consistent spread between yields on assets and costs of deposits and borrowings, regardless of the direction of interest rates.

Estimated Changes in Net Interest Income
Change in interest rates +400 bp +300 bp +200 bp +100 bp -100 bp -200 bp -300 bp -400 bp
Policy Limit 25.0 % 20.0 % 15.0 % 10.0 % 10.0 % 15.0 % 20.0 % 25.0 %
December 31, 2020 42.7 % 30.7 % 19.3 % 9.6 % (6.6) % (9.6) % (12.4) % (12.9) %
December 31, 2019 5.7 % 3.5 % 1.3 % 0.3 % (6.9) % (18.4) % (26.8) % (32.5) %

As shown above, measures of net interest income at risk in a rising rate environment were more favorable at December 31, 2020 versus December 31, 2019 and less favorable in a falling rate environment for the same time periods. One factor explaining this year-over-year difference is the general level of market interest rates. A parallel downward interest rate shock would further compress the yields on assets and liabilities, while a parallel upward interest rate shock would widen the spread between yields on assets and liabilities.

Net interest income at risk exceeded policy limits in the -200 bp, -300 bp and -400 bp parallel instantaneous interest rate shock scenarios. The policy violations in these scenarios are driven largely by the general level or market interest rates described in the preceding paragraph as well as the Company's cost of funding. The Company's deposit costs are low and have little room to reprice to a lower interest rate in a falling rate environment. However, the Company's floating rate assets are exposed to the full effect of repricing to a lower interest rate in a falling rate environment.

The paragraph above discusses net interest income at risk in various shock scenarios; scenarios in which interest rates immediately move by a large margin. The Company's net interest income profile exhibits declining net interest income when rates fall gradually, but the impact is not as extreme as is suggested in a shock scenario. Essentially, a gradual interest rate decline scenario smooths the impact of falling rates over a 12 or 24 month period. The Company's expectation is that over any given one to two year period, interest rates will likely move at a gradual pace.

As interest rates fall, mortgage companies experience a higher volume of loan originations and refinance activity. This benefit is not reflected in measures of net interest income at risk, as origination and refinance activity was classified as fee income prior to the combination with ICM. This increase in fee income represents a benefit to net income that offsets the losses to net interest income experienced in a falling rate environment. After the ICM combination, the income related to loan originations and refinance activity is reflected as income from an equity method investment.

The measures of equity value at risk indicate the ongoing economic value of the Company by considering the effects of changes in interest rates on all of the Company’s cash flows and by discounting the cash flows to estimate the present value of assets and liabilities. The difference between these discounted values of the assets and liabilities is the economic value of equity, which theoretically approximates the fair value of the Company’s net assets.

Estimated Changes in Economic Value of Equity (EVE)
Change in interest rates +400 bp +300 bp +200 bp +100 bp -100 bp -200 bp -300 bp -400 bp
Policy Limit 35.0 % 25.0 % 17.0 % 12.0 % 12.0 % 17.0 % 25.0 % 35.0 %
December 31, 2020 2.7 % 3.8 % 5.0 % 3.0 % (3.1) % 4.1 % 14.8 % 20.0 %
December 31, 2019 10.6 % 8.6 % 6.7 % 5.0 % (15.1) % (36.8) % (44.1) % (32.5) %

The EVE at risk in down rate scenarios increased at December 31, 2020, when compared to December 31, 2019. The increase in economic value of equity in rising rate environments is largely attributable to the effect that an increase in interest rates has on the present value of non-interest-bearing deposits. The discount rate for non-interest-bearing deposits rises as interest rates rise; however, these deposits pay a rate of zero. The cost of these liabilities does not increase as interest rates rise, but the discount rate applied to the expected future cash flows of these liabilities increases with interest rates. Any increase in the market rates used to discount the cash flows of these liabilities reduces the present value of these liabilities. The decrease in present value of these liabilities results in a net increase to economic value of equity. A falling rate environment would result in a higher net present value for these liabilities and would lead to a net decrease to economic value of equity.

Additionally, interest-bearing deposits contribute to the large declines in economic value of equity in falling rate environments as a result of their low cost. Interest-bearing deposit costs are modeled with a floor of zero, meaning that the interest rates paid on deposits cannot be negative. In the event of a large downward interest rate shock, deposit costs would not move below zero. However, the discount rates applied to the expected future cash flows of these deposits could sustain a large decline in interest rates before reaching zero. This has the effect of increasing the present value of the interest-bearing-deposit liability and ultimately decreasing economic value of equity.

The COVID-19 pandemic has introduced a great degree of uncertainty to both the global and domestic economy as well as financial markets. The extent and magnitude of the economic slowdown occurring as a result of the COVID-19 pandemic is still unknown. Financial markets adjusted dramatically to the reduced economic activity and the pace of recovery is uncertain. The financial market benchmark most relevant to the Company’s current and future profitability is the United States Government Treasury yield curve. The United States Government Treasury yield curve is used as a basis for the pricing of most bonds, loans, borrowings, deposits and other fixed income yield curves. The United States Government Treasury yield curve experienced a large, relatively parallel, downward shift. Given the Company’s asset sensitive position, management expects that net interest income will begin to increase as the curve begins to shift upward. As the outlook for the COVID-19 pandemic improves, management expects that the United States Government Treasury curve will experience some degree of an upward shift over time.

Credit Risk

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

~~Management expects~~We expect that some clients will be unable to meet their financial obligations in the ~~near-term~~near term as a result of the decreased economic activity brought on by the COVID-19 pandemic. However, ~~management does~~we do not expect that these credit concerns will perpetuate indefinitely. Many clients may be eligible to defer loan payments to a later date. ~~Management is~~We are working to incorporate scenarios that reflect decreased loan cash flows in the short term into ~~the Company’s~~our interest rate risk models.

~~Impact of Inflation and Changing Prices~~

The consolidated financial statements and related notes have been prepared in accordance with U.S. GAAP, which generally requires the measurement of financial position and operating results in terms of historical dollars without consideration for changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of operations. Unlike industrial companies, the Company's assets and liabilities are primarily monetary in nature. As a result, changes in market interest rates have a greater impact on performance than the effects of inflation.

Item 4 – Controls and Procedures

As of March 31, ~~2021, the Company~~2022, 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 March 31, ~~2021.~~2022.

During the three months ended March 31, ~~2021,~~2022, there were no changes in ~~the Company’s~~our internal control over financial reporting that have materially affected or are reasonably likely to materially affect ~~the Company’s~~our internal control over financial reporting.

5253

PART II – OTHER INFORMATION

Item 1 – Legal Proceedings

From time to time in the ordinary course of business, ~~the Company~~we and ~~its~~our subsidiaries are 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 are difficult to predict at all. ~~The Company is~~We are not aware of any asserted or unasserted legal proceedings or claims that ~~the Company believes~~we believe would have a material adverse effect on ~~the Company’s~~our financial condition or results of ~~the Company’s~~our operations.

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 ~~2020~~2021 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

~~(a) Not applicable.~~

~~(b) Not applicable.~~

~~(c) Issuer purchases of Registered Equity Securities:~~

~~There was no share repurchase activity during the three months ended March 31, 2021.~~None.

Item 3 – Defaults Upon Senior Securities

None.

Item 4 – Mine Safety Disclosures

Not applicable.

Item 5 – Other Information

None.

Item 6 – Exhibits

~~The following exhibits are filed herewith:~~


Exhibit Number	Description	Exhibit Location
Exhibit 10.1	Equity Purchase Agreement, dated March 13, 2022, between Warp Speed Holdings LLC and MVB Bank, Inc.	Form 8-K, File No. 001-38314, filed March 14, 2022, 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

5354


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:	May ~~3, 2021~~2, 2022	By:	/s/ Larry F. Mazza
			Larry F. Mazza
			~~President,~~ CEO and Director
			(Principal Executive Officer)

Date:	May ~~3, 2021~~2, 2022	By:	/s/ Donald T. Robinson
			Donald T. Robinson
			~~Executive Vice~~ President and CFO
			(Principal Financial and Accounting Officer)

5455


		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	7
	Consolidated Statements of Changes in Stockholders’ Equity	8
	Consolidated Statements of Cash Flows	9
	Notes to the Consolidated Financial Statements	1011

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3841

Item 3	Quantitative and Qualitative Disclosures About Market Risk	4953

Item 4	Controls and Procedures	5253

PART II	OTHER INFORMATION	5354

Item 1	Legal Proceedings	5354

Item 1A	Risk Factors	5354

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	5354

Item 3	Defaults Upon Senior Securities	5354

Item 4	Mine Safety Disclosures	5354

Item 5	Other Information	5354

Item 6	Exhibits	5354

	SIGNATURES	5455


	Three Months Ended March 31
		2021		2020
INTEREST INCOME
Interest and fees on loans		$	16,892	$	18,939
Interest on deposits with banks		122		111
Interest on investment securities		631		666
Interest on tax-exempt loans and securities		1,418		983
Total interest income		19,063		20,699

INTEREST EXPENSE
Interest on deposits		1,048		3,910
Interest on short-term borrowings		44		583
Interest on subordinated debt		466		35
Total interest expense		1,558		4,528

NET INTEREST INCOME		17,505		16,171
Provision for loan losses		618		1,138
Net interest income after provision for loan losses		16,887		15,033

NONINTEREST INCOME
Payment card and service charge income		1,493		550
Mortgage fee income		0		11,219
Insurance and investment services income		224		207
Gain on sale of available-for-sale securities, net		1,143		276

Loss on derivatives, net		0		(3,562)
Holding gain on equity securities, net		515		14
Compliance consulting income		1,281		1,009
Equity method investment income		6,469		0

Other operating income		1,333		1,137
Total noninterest income		12,458		10,850

NONINTEREST EXPENSES
Salaries and employee benefits		11,911		16,182
Occupancy expense		1,158		1,220
Equipment depreciation and maintenance		1,041		877
Data processing and communications		909		1,163
Mortgage processing		0		851
Marketing, contributions and sponsorships		65		336
Professional fees		1,742		1,331
Insurance, tax and assessment expense		538		464
Travel, entertainment, dues and subscriptions		884		1,218
Other operating expenses		870		1,014
Total noninterest expense		19,118		24,656
Income before income taxes		10,227		1,227
Income tax expense		2,169		179
Net income before noncontrolling interest		8,058		1,048



Net loss attributable to noncontrolling interest		27		0
Net income attributable to parent		8,085		1,048
Preferred dividends		35		114
Net income available to common shareholders		$	8,050	$	934



Earnings per common shareholder - basic		$	0.70	$	0.08


Earnings per common shareholder - diluted		$	0.66	$	0.08
Weighted-average shares outstanding - basic		11,530,279		11,942,767
Weighted-average shares outstanding - diluted		12,286,731		12,298,092



	Three Months Ended March 31, 2020

(Dollars in thousands)	Number of Contracts	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Commercial
Commercial business	2	$	154	$	149
Commercial real estate	2	159		159


Total commercial	4	313		308



Total	4	$	313	$	308


(Dollars in thousands)	Interest Rate Lock Commitments		Municipal Securities		Total








Balance at December 31, 2020	$	0	$	43,679	$	43,679
Realized and unrealized gains included in earnings	0		19		19
Purchase of securities	0		1,191		1,191
Maturities/calls	0		(3,933)		(3,933)
Unrealized gain included in other comprehensive income (loss)	0		1,127		1,127
Unrealized loss included in other comprehensive income (loss)	$	0	$	(1,811)	$	(1,811)
Balance at March 31, 2021	$	0	$	40,272	$	40,272








Balance at December 31, 2019	$	1,660	$	37,259	$	38,919
Realized and unrealized losses included in earnings	4,131		0		4,131
Purchase of securities	0		522		522
Unrealized gain included in other comprehensive income (loss)	0		(1,155)		(1,155)

Balance at March 31, 2020	$	5,791	$	36,626	$	42,417


Estimated Changes in Net Interest Income
Change in interest rates	+400 bp		+300 bp		+200 bp		+100 bp		-100 bp		-200 bp		-300 bp		-400 bp
Policy Limit	25.0	%	20.0	%	15.0	%	10.0	%	10.0	%	15.0	%	20.0	%	25.0	%
December 31, 2020	42.7	%	30.7	%	19.3	%	9.6	%	(6.6)	%	(9.6)	%	(12.4)	%	(12.9)	%
December 31, 2019	5.7	%	3.5	%	1.3	%	0.3	%	(6.9)	%	(18.4)	%	(26.8)	%	(32.5)	%