Mvb Financial Corp. · NASDAQ:MVBF

Mvb Financial — Merger or Acquisition (August 2022)

19 slides from Mvb Financial's merger presentation, Aug 12, 2022

  1. Slide 1: Merger Fuels Government Guaranteed Lending Growth Vehicle

    Exhibit 99.2 ae / Fry (NASDAQ: MVBF) (OTCQX: IFHI) Merger Fuels Government Guaranteed Lending Growth Vehicle AUQUS tle Ora? M VIBE IE Ie S UGEIESS LOWES Sip {515 /D)

  2. Slide 2: Forward-Looking Statements

    Thispresentation includes“forward-lookingstatements”within themeaningofthePrivateSecuritiesLitigationReformActof1995,Section 27AoftheSecurities Actof1933,asamended,and Section 21E of the Securities Exchange Act of 1934, as amended, with respect toMVB’s andIFHI’s beliefs, goals, intentions, and expec

  3. Slide 3: Non-GAAP Financial Measures

    Non-GAAPFinancialMeasures Inadditionto resultspresentedinaccordancewithGAAP,thispresentationcontainscertainnon-GAAPfinancialmeasures.MVBbelievesthatprovidingcertainnon-GAAPfinancialmeasuresprovidesinvestorswithinformationuseful inunderstandingperformancetrendsand financialposition.MVBusesthesemeasur

  4. Slide 4: MVB's Strategy on a Page (SOAP)

    MVB’s Strategy on a Page (SOAP) Our Wh Pui To positively impact the financial lives Trusted partners on the financial of 1 billion people, one life at a time frontier, committed to your success Values Respect, Love & Caring Trust Commitment Adaptive Teamwork Four Lanes on the Track 8 Growth Vehicles

  5. Slide 5: IFHI company overview

    HQ: Raleigh, NC • More than $1 billion in SBA / USDA originations since 2018 • Leading provider of SBA and USDA lending solutions to banks and credit unions nationwide • Deep experience across a number of verticals within USDA and SBA • National reach with loans originated in more than 40 states • L

  6. Slide 6: Transaction pricing overview

    § § § § § § § § § § § § (1) Based on MVB’s closing stock price of $34.54 on 8/11/2022. (2) Price-to-Adjusted TBV per share of 1.42x; Adjusted TBV defined as 6/30/2022 tangible book value per share adjusted for $7.4 million in after-tax charges related to certain litigation expected to be resolved pr

  7. Slide 7: Accelerates MVB's F-1 Strategy to Close in on Targeted Revenue Growth

    Accelerates MVB’s F-1 Strategy to Close in on Targeted Revenue Growth § $50 million in revenue earned by IFHI for the 12 months ending 6/30/2022 § Originated more than $1 billion in GGL loans since 2018 § Will leverage best-in-class capabilities across verticals to scale GGL business and deliver sup

  8. Slide 8: Transaction metrics versus recent bank M&A deals

    Recent Bank M&A Deal Median (1) (2) Southeast Nationwide Price / TBV 1.28x 1.54x 1.46x (3) Price / Adjusted TBV 1.42x -- -- (4) Pay-to-Trade 75% 102% 100% (4) Adjusted Pay-to-Trade 83% -- -- Price / LTM EPS 10.2x 15.4x 15.6x (5) 2023 EPS Accretion / (Dilution) 15% 10% 15% TBV Accretion / (Dilution)

  9. Slide 9: Pro forma financial impact

    Source: Company documents, S&P Global Market Intelligence. Note: Financials based on 6/30/2022 bank holding company data. (1) See pages 18-19 for non-GAAP reconciliations. (2) Includes ~$60 million in held-for-sale loans. (3) Pro forma totals exclude purchase accounting adjustments. (4) Pro forma pr

  10. Slide 10: Transaction terms and assumptions

    (1) § Approximately $98.0 million aggregate deal value or $41.79 per common share § 100% stock consideration with a fixed exchange ratio of 1.21x shares of MVB common stock for each outstanding common share of IFHI (2) § Outstanding stock options to be rolled into economically equivalent MVB stock o

  11. Slide 11: IFHI management team

    Eric J. Bergevin A. Riddick Skinner Michael J. Breckheimer Steven E. Crouse IFHI President & CEO IFHI EVP, Government Lending IFHI EVP, Corporate Strategy IFHI EVP, Chief Financial Officer • President & CEO of West Town Bank • Joined West Town Bank & Trust in • Mr. Breckheimer serves as EVP at • Joi

  12. Slide 12: IFHI financial summary

    Dollars in Millions 2019 2020 2021 2022YTD Balance Sheet ($M) Total Assets $314 $389 $453 $435 Total Gross Loans 236 285 288 326 Total Deposits 220 301 348 334 Common Equity 68 77 89 93 (1) Tangible Common Equity 47 57 69 73 Profitability ($M) Net Interest Income $13.6 $14.5 $16.3 $10.4 Noninterest

  13. Slide 13: Assets, loans, net interest income and noninterest income

    Assets & Loans Net Interest Income & Noninterest Income (Dollars in Millions) (Dollars in Millions) Assets Loans Held-for-Investment Loans Held-for-Sale Net Interest Income Noninterest Income $41.1 $453 $435 $33.5 $389 $326 $314 $288 $285 $236 $17.2 $17.1 $16.3 $14.5 $13.6 $10.4 2019 2020 2021 2022Y

  14. Slide 14: Loan and deposit composition

    Gross Loans Total Deposits Consumer, Home Equity & Construction & Land Other 4.6% Noninterest- 1.6% Jumbo Time Residential Deposits bearing Mortgage Deposits 23.2% 10.7% 25.7% Owner- Occupied CRE 23.4% C & I 56.4% Retail Time IB Demand, Nonowner- Savings & Occupied CRE Deposits MMDA 2.2% 30.2% Multi

  15. Slide 15: Integration planning and due diligence coordination

    Credit Credit Risk Management Finance and Accounting Funding Human Resources Legal Regulatory Compliance IT ~80% of Watch List ~50% of Top 25 ~50% of Solar ~35% of SBA Loans ~33% of Total Loans Relationships Relationships Loans ü Coordinated by and between key executives from MVB and IFHI, including

  16. Slide 16: Transaction Summary

    Transaction Summary / rH € Accelerates Fast Track Growth Vehicle by expanding government guaranteed lending € Strategically important transaction with strong operational and cultural alignment business e Seasoned management team retained in senior management roles and committed to grow the Financial

  17. Slide 17: Appendix

    Appendix

  18. Slide 18: IFHI non-GAAP reconciliation

    (Dollars in thousands except per share data) As of the Quarter Ended June 30, 2022 Total Assets $ 435,488 Less: Intangible Assets (19,175) Tangible Assets $ 4 16,313 (A) Common Equity $ 92,543 Less: Intangible Assets (19,175) Tangible Common Equity $ 7 3,368 (B) Tangible Common Equity / Tangible Ass

  19. Slide 19: MVB non-GAAP reconciliation

    (Dollars in thousands except per share data) As of the Quarter Ended June 30, 2022 Total Assets $ 2,984,428 Less: Intangible Assets (5,969) Tangible Assets $ 2,978,459 (A) Common Equity $ 2 52,300 Less: Intangible Assets (5,969) Tangible Common Equity $ 2 46,331 (B) Tangible Common Equity / Tangible

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