メトロポリタンバンクHDの四半期報告

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


	☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023


	☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________

Commission File No. 001-38282

Metropolitan Bank Holding Corp.

(Exact Name of Registrant as Specified in Its Charter)


New York		13-4042724
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

99 Park Avenue, New York, New York		10016
(Address of Principal Executive Offices)		(Zip Code)

(212) 659-0600

(Registrant’s Telephone Number, Including Area Code)

N/A

(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, par value $0.01 per share	MCB	New York Stock Exchange

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 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 pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit 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 whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES ☐ NO ☒

There were 11,062,729 shares of the Registrant’s common stock, par value $0.01 per share, outstanding as of November 1, 2023.

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METROPOLITAN BANK HOLDING CORP.

Form 10-Q

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	Page

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

Consolidated Statements of Financial Condition	6

Consolidated Statements of Operations	7

Consolidated Statements of Comprehensive Income	8

Consolidated Statements of Changes in Stockholders’ Equity	9

Consolidated Statements of Cash Flows	10

Notes to Unaudited Consolidated Financial Statements	11

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	36

Item 3. Quantitative and Qualitative Disclosures About Market Risk	48

Item 4. Controls and Procedures	50

PART II. OTHER INFORMATION	51

Item 1. Legal Proceedings	51

Item 1A. Risk Factors	52

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	52

Item 3. Defaults Upon Senior Securities	52

Item 4. Mine Safety Disclosures	52

Item 5. Other Information	52

Item 6. Exhibits	54

Signatures	55

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GLOSSARY OF COMMON TERMS AND ACRONYMS


ACL	Allowance for Credit Losses	FHLB	Federal Home Loan Bank
AFS	Available-for-sale	FHLBNY	Federal Home Loan Bank of New York
ALCO	Asset Liability Committee	FRB	Federal Reserve Bank
ALLL	Allowance for loan and lease losses	FRBNY	Federal Reserve Bank of New York
AOCI	Accumulated Other Comprehensive Income	FX	Foreign exchange
ASC	Accounting Standards Codification	GAAP	U.S. Generally accepted accounting principles
ASU	Accounting Standards Update	GPG	Global Payments Group
BaaS	Banking-as-a-Service	HTM	Held-to-maturity
Bank	Metropolitan Commercial Bank	IRR	Interest rate risk
BHC Act	Bank Holding Company Act of 1956, as amended	ISO	Incentive stock option
BSA	Bank Secrecy Act	JOBS Act	The Jumpstart Our Business Startups Act
C&I	Commercial and Industrial	LIBOR	London Inter-Bank Offered Rate
CARES Act	Coronavirus Aid, Relief, and Economic Security Act	LTV	Loan-to-value
CECL	Current Expected Credit Loss	MBS	Mortgage-backed securities
CFPB	Consumer Financial Protection Bureau	NYSDFS	New York State Department of Financial Services
Company	Metropolitan Bank Holding Corp.	OCC	Office of the Comptroller of the Currency
Coronavirus	COVID-19	OTTI	Other-than-temporary impairment
CRA	Community Reinvestment Act	PPP	Paycheck Protection Program
CRE	Commercial real estate	PRSU	Performance Restricted Share Units
CRE Guidance	Commercial Real Estate Lending, Sound Risk Management Practices	ROU	Right of Use
DIF	Deposit Insurance Fund	SEC	U.S. Securities and Exchange Commission
EGC	Emerging Growth Company	SOFR	Secured Overnight Financing Rate
EVE	Economic value of equity	SRC	Smaller reporting company
FASB	Financial Accounting Standards Board	TDR	Troubled debt restructuring
FDIC	Federal Deposit Insurance Corporation	USD	U.S. Dollar

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NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q may contain certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, which may be identified by the use of such words as “may,” “believe,” “expect,” “anticipate,” “consider,” “should,” “plan,” “estimate,” “predict,” “continue,” “probable,” and “potential” or the negative of these terms or other comparable terminology. Examples of forward-looking statements include, but are not limited to, estimates with respect to the financial condition, results of operations and business of Metropolitan Bank Holding Corp. (the “Company”) and its wholly-owned subsidiary Metropolitan Commercial Bank (the “Bank”), and the Company’s strategies, plans, objectives, expectations and intentions, and other statements contained in this Quarterly Report on Form 10-Q that are not historical facts. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors that are difficult to predict and are generally beyond our control and that may cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Factors that may cause actual results to differ from those results expressed or implied include those factors listed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2023 and in this Quarterly Report on Form 10-Q. In addition, these factors include but are not limited to:

●

the interest rate policies of the Board of Governors of the Federal Reserve System;

●

an unexpected deterioration in our loan or securities portfolios;

●

changes in liquidity, including the size and composition of our deposit portfolio, including the percentage of uninsured deposits in the portfolio;

●

unexpected increases in our expenses;

●

different than anticipated growth and our ability to manage our growth;

●

the lingering effects of the COVID-19 pandemic on our business and results of operation;

●

unanticipated regulatory action or changes in regulations;

●

potential recessionary conditions, including the related effects on our borrowers and on our financial condition and results of operations;

●

unexpected increases in credit losses or in the level of delinquent, nonperforming, classified and criticized loans;

●

an inability to absorb the amount of actual losses inherent in our existing loan portfolio;

●

an unanticipated loss of key personnel or existing customers;

●

increases in competitive pressures among financial institutions or from non-financial institutions, which may result in unanticipated changes in our loan or deposit rates;

●

unanticipated increases in FDIC costs;

●

legislative, tax or regulatory changes or actions, which may adversely affect the Company’s business;

●

impacts related to or resulting from recent bank failures;

●

changes in deposit flows, funding sources or loan demand, which may adversely affect the Company’s business;

●

changes in accounting principles, policies or guidelines may cause the Company’s financial condition or results of operation to be reported or perceived differently;

●

general economic conditions, including unemployment rates, either nationally or locally in some or all of the areas in which the Company does business, or conditions in the securities markets or the banking industry being less favorable than currently anticipated;

●

unanticipated adverse changes in our customers’ economic conditions;

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●

inflation, which may lead to higher operating costs;

●

declines in real estate values in the Company’s market area, which may adversely affect its loan production;

●

an unexpected adverse financial, regulatory, legal or bankruptcy event experienced by our non-bank financial service clients;

●

technological changes that may be more difficult or expensive to implement than anticipated;

●

system failures or cyber-security breaches of our information technology infrastructure or those of the Company’s third-party service providers or those of our non-bank financial service clients for which we provide global payments infrastructure;

●

the failure to maintain current technologies and to successfully implement future information technology enhancements;

●

the effects of any developments, changes or actions relating to any litigation or regulatory proceedings brought against us or any of our subsidiaries;

●

the costs, including the possible incurrence of fines, penalties, or other negative effects (including reputational harm) of any adverse judicial, administrative, or arbitral rulings or proceedings, regulatory enforcement actions, or other legal actions to which we or any of our subsidiaries are a party, and which may adversely affect our results;

●

the current or anticipated impact of military conflict, terrorism or other geopolitical events;

●

the ability to attract or retain key employees;

●

the successful implementation or consummation of new business initiatives, which may be more difficult or expensive than anticipated;

●

the timely and efficient development of new products and services offered by the Company or its strategic partners, as well as risks (including reputational and litigation) attendant thereto, and the perceived overall value and acceptance of these products and services by customers;

●

changes in consumer spending, borrower or savings habits;

●

the risks associated with adverse changes to credit quality, including changes in the level of loan delinquencies, non-performing assets and charge-offs and changes in the estimates of the adequacy of the ACL;

●

an unexpected failure to successfully manage our credit risk and the sufficiency of our allowance;

●

the credit and other risks from borrower and depositor concentrations (by geographic area and by industry);

●

the difficulties associated with achieving or predicting expected future financial results; and

●

the potential impact on the Company’s operations and customers resulting from natural or man-made disasters, wars, acts of terrorism, cyber-attacks and pandemics.

The Company’s ability to predict results or the actual effects of its plans or strategies is inherently uncertain. As such, forward-looking statements can be affected by inaccurate assumptions made or by known or unknown risks and uncertainties. Consequently, no forward-looking statement can be guaranteed. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect conditions only as of the date of this filing. Forward-looking statements speak only as of the date of this document. The Company undertakes no obligation (and expressly disclaims) to publicly release the results of any revisions which may be made to any forward-looking statements to reflect anticipated or unanticipated events or circumstances occurring after the date of such statements, except as may be required by law.

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METROPOLITAN BANK HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (unaudited)

(in thousands, except share data)


	September 30,		December 31,
	2023		2022
Assets
Cash and due from banks	$	36,438	$	26,780
Overnight deposits		140,929		230,638
Total cash and cash equivalents		177,367		257,418
Investment securities available-for-sale, at fair value		429,850		445,747
Investment securities held-to-maturity (estimated fair value of $396.3 million and $437.3 million at September 30, 2023 and December 31, 2022, respectively)		478,886		510,425
Equity investment securities, at fair value		2,015		2,048
Total securities		910,751		958,220
Other investments		35,015		22,110
Loans, net of deferred fees and costs		5,354,487		4,840,523
Allowance for credit losses		(52,298)		(44,876)
Net loans		5,302,189		4,795,647
Receivable from global payments business, net		79,892		85,605
Other assets		178,145		148,337
Total assets	$	6,683,359	$	6,267,337
Liabilities and Stockholders’ Equity
Deposits
Noninterest-bearing demand deposits	$	1,746,626	$	2,422,151
Interest-bearing deposits		3,774,963		2,855,761
Total deposits		5,521,589		5,277,912
Federal funds purchased		—		150,000
Federal Home Loan Bank of New York advances		355,000		100,000
Trust preferred securities		20,620		20,620
Secured borrowings		7,621		7,725
Prepaid third-party debit cardholder balances		10,297		10,579
Other liabilities		133,322		124,604
Total liabilities		6,048,449		5,691,440

Common stock, $0.01 par value, 25,000,000 shares authorized, 11,062,729 and 10,949,965 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively		110		109
Additional paid in capital		393,544		389,276
Retained earnings		301,407		240,810
Accumulated other comprehensive income (loss), net of tax		(60,151)		(54,298)
Total stockholders’ equity		634,910		575,897
Total liabilities and stockholders’ equity	$	6,683,359	$	6,267,337

See accompanying notes to unaudited consolidated financial statements

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METROPOLITAN BANK HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(in thousands, except per share data)


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Interest and dividend income
Loans, including fees	$	90,666	$	60,570	$	247,142	$	159,291
Securities		4,686		4,126		13,864		11,224
Overnight deposits		1,783		5,114		7,353		9,023
Other interest and dividends		762		247		1,779		647
Total interest income		97,897		70,057		270,138		180,185
Interest expense
Deposits		36,234		6,505		86,010		13,836
Borrowed funds		7,710		—		17,197		—
Trust preferred securities		396		227		1,089		485
Subordinated debt		—		—		—		605
Total interest expense		44,340		6,732		104,296		14,926

Net interest income		53,557		63,325		165,842		165,259
Provision for credit losses		791		2,007		5,742		7,807
Net interest income after provision for credit losses		52,766		61,318		160,100		157,452

Non-interest income
Service charges on deposit accounts		1,463		1,445		4,400		4,289
Global Payments Group revenue		4,247		4,099		14,828		14,998
Other income		803		274		2,114		956
Total non-interest income		6,513		5,818		21,342		20,243

Non-interest expense
Compensation and benefits		17,208		14,568		48,751		41,404
Bank premises and equipment		2,396		2,228		7,027		6,608
Professional fees		3,873		6,086		13,033		9,252
Technology costs		1,171		984		3,966		3,527
Licensing fees		3,504		2,823		9,180		7,803
FDIC assessments		1,984		1,110		6,438		3,595
Regulatory settlement reserve		(3,021)		—		(5,521)		—
Other expenses		3,809		3,391		11,517		9,889
Total non-interest expense		30,924		31,190		94,391		82,078

Net income before income tax expense		28,355		35,946		87,051		95,617
Income tax expense		6,292		10,991		24,351		28,452
Net income	$	22,063	$	24,955	$	62,700	$	67,165

Earnings per common share
Basic earnings	$	1.99	$	2.28	$	5.64	$	6.13
Diluted earnings	$	1.97	$	2.23	$	5.61	$	5.98

See accompanying notes to unaudited consolidated financial statements

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METROPOLITAN BANK HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)

(in thousands)


	Three months ended				Nine months ended
	September 30,				September 30,
	2023		2022		2023		2022
Net Income	$	22,063	$	24,955	$	62,700	$	67,165

Other comprehensive income:
Securities available-for-sale:
Unrealized gain (loss) arising during the period		(12,828)		(27,240)		(11,328)		(77,668)
Tax effect		3,920		8,369		3,464		23,770
Net of tax		(8,908)		(18,871)		(7,864)		(53,898)


Cash flow hedges:
Unrealized gain (loss) arising during the period		734		508		6,505		11,704
Reclassification adjustment for gains included in net income		(1,200)		(782)		(3,653)		(782)
Tax effect		144		84		(841)		(3,348)
Net of tax		(322)		(190)		2,011		7,574

Total other comprehensive income (loss)		(9,230)		(19,061)		(5,853)		(46,324)

Comprehensive Income (Loss)	$	12,833	$	5,894	$	56,847	$	20,841

See accompanying notes to unaudited consolidated financial statements

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METROPOLITAN BANK HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (unaudited)

(in thousands, except share data)


	Common			Additional		Retained		AOCI (Loss),
	Stock			Paid-in Capital		Earnings		Net		Total
	Shares	Amount
Three Months Ended
Balance at July 1, 2023	10,991,074	$	110	$	392,742	$	279,344	$	(50,921)	$	621,275
Cumulative effect of changes in accounting principle	—		—		—		—		—		—
Issuance of common stock under stock compensation plans	220,200		2		—		—		—		2
Employee and non-employee stock-based compensation	—		—		2,636		—		—		2,636
Redemption of common stock for exercise of stock options and tax withholdings for restricted stock vesting	(148,545)		(2)		(1,834)		—		—		(1,836)
Net income	—		—		—		22,063		—		22,063
Other comprehensive income (loss)	—		—		—		—		(9,230)		(9,230)
Balance at September 30, 2023	11,062,729	$	110	$	393,544	$	301,407	$	(60,151)	$	634,910

Balance at July 1, 2022	10,931,697		109		385,369		223,595		(34,767)		574,306
Issuance of common stock under stock compensation plans	—		—		—		—		—		—
Employee and non-employee stock-based compensation	—		—		2,037		—		—		2,037
Redemption of common stock for exercise of stock options and tax withholdings for restricted stock vesting	—		—		—		—		—		—
Net income	—		—		—		24,955		—		24,955
Other comprehensive income (loss)	—		—		—		—		(19,061)		(19,061)
Balance at September 30, 2022	10,931,697	$	109	$	387,406	$	248,550	$	(53,828)	$	582,237

Nine Months Ended
Balance at January 1, 2023	10,949,965		109		389,276		240,810		(54,298)		575,897
Cumulative effect of changes in accounting principle	—		—		—		(2,103)		—		(2,103)
Issuance of common stock under stock compensation plans	285,190		3		—		—		—		3
Employee and non-employee stock-based compensation	—		—		7,438		—		—		7,438
Redemption of common stock for exercise of stock options and tax withholdings for restricted stock vesting	(172,426)		(2)		(3,170)		—		—		(3,172)
Net income	—		—		—		62,700		—		62,700
Other comprehensive income (loss)	—		—		—		—		(5,853)		(5,853)
Balance at September 30, 2023	11,062,729	$	110	$	393,544	$	301,407	$	(60,151)	$	634,910

Balance at January 1, 2022	10,920,569		109		382,999		181,385		(7,504)		556,989
Issuance of common stock under stock compensation plans	23,487		—		—		—		—		—
Employee and non-employee stock-based compensation	—		—		5,598		—		—		5,598
Redemption of common stock for exercise of stock options and tax withholdings for restricted stock vesting	(12,359)		—		(1,191)		—		—		(1,191)
Net income	—		—		—		67,165		—		67,165
Other comprehensive income (loss)	—		—		—		—		(46,324)		(46,324)
Balance at September 30, 2022	10,931,697	$	109	$	387,406	$	248,550	$	(53,828)	$	582,237

See accompanying notes to unaudited consolidated financial statements

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METROPOLITAN BANK HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

(in thousands)


	Nine months ended September 30,
	2023		2022
Cash flows from operating activities
Net income	$	62,700	$	67,165
Adjustments to reconcile net income to net cash:
Net depreciation amortization and accretion		2,071		4,887
Provision for credit losses		5,742		7,807
Stock-based compensation		7,438		5,598
Net change in deferred loan fees		2,760		3,925
Dividends earned on CRA fund		(38)		(23)
Unrealized (gain) loss on equity securities		71		269
Net change in:
Receivable from global payments, net		5,713		(35,593)
Third-party debit cardholder balances		(282)		548
Other assets		(22,681)		5,598
Other liabilities		9,679		14,217
Net cash provided by (used in) operating activities		73,173		74,398

Cash flows from investing activities
Loan originations, purchases and payments, net		(516,724)		(889,295)
Redemptions of FRB and FHLB Stock		136,551		2
Purchases of FRB and FHLB Stock		(149,456)		(5,488)
Purchase of securities available-for-sale		(27,864)		—
Purchase of securities held-for-investment		(24,595)		(173,625)
Proceeds from paydowns and maturities of securities available-for-sale		32,292		64,812
Proceeds from paydowns and maturities of securities held-to-maturity		56,080		33,855
Purchase of premises and equipment, net		(4,911)		(19,730)
Net cash provided by (used in) investing activities		(498,627)		(989,469)

Cash flows from financing activities
Proceeds from issuance of federal funds purchased		(150,000)		—
Proceeds from (repayments of) FHLB advances, net		255,000		—
Redemption of common stock for tax withholdings for restricted stock vesting		(3,170)		(1,191)
Redemption of subordinated debt		—		(24,712)
Proceeds from (repayments of) secured borrowings, net		(104)		(5,549)
Net increase (decrease) in deposits		243,677		(704,049)
Net cash provided by (used in) financing activities		345,403		(735,501)

Increase (decrease) in cash and cash equivalents		(80,051)		(1,650,572)
Cash and cash equivalents at the beginning of the period		257,418		2,359,350
Cash and cash equivalents at the end of the period	$	177,367	$	708,778

Supplemental information
Cash paid for:
Interest	$	103,813	$	15,267
Income Taxes	$	34,522	$	28,638

See accompanying notes to unaudited consolidated financial statements

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NOTE 1 — ORGANIZATION

Metropolitan Bank Holding Corp., a New York corporation (the “Company”), is a bank holding company whose principal activity is the ownership and management of Metropolitan Commercial Bank (the “Bank”), its wholly-owned subsidiary. The Company’s primary market is the New York metropolitan area. The Company provides a broad range of business, commercial and retail banking products and services to small businesses, middle-market enterprises, public entities and affluent individuals. See the “Glossary of Common Terms and Acronyms” for the definition of certain terms and acronyms used throughout this Form 10-Q.

The Company’s primary lending products are CRE loans (including multi-family loans) and C&I loans. Substantially all loans are secured by specific items of collateral including business assets, consumer assets, and commercial and residential real estate. Commercial loans are expected to be repaid from cash flows from the operations of businesses.

The Company’s primary deposit products are checking, savings, and term deposit accounts, all of which are insured by the FDIC up to the maximum amounts allowed by law. In addition to traditional commercial banking products, the Company offers corporate cash management and retail banking services and, through its Global Payments Group (“global payments business”), provides services to non-bank financial service companies, including serving as an issuing bank for third-party debit card programs, as well as providing other financial infrastructure, including cash settlement and custodian deposit services. The Company and the Bank are subject to the regulations of certain state and federal agencies and, accordingly, are periodically examined by those regulatory authorities. The Company’s business is affected by state and federal legislation and regulations.

NOTE 2 — BASIS OF PRESENTATION

The accounting and reporting policies of the Company conform with GAAP and predominant practices within the U.S. banking industry. The Unaudited Consolidated Financial Statements (“unaudited financial statements”) include the accounts of the Company and the Bank. All intercompany balances and transactions have been eliminated. The unaudited financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q, Article 8 of Regulation S-X and predominant practices within the U.S. banking industry. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The unaudited financial statements reflect all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. In preparing the interim unaudited financial statements in conformity with GAAP, management has made estimates and assumptions based on available information. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reported periods, and actual results could differ from those estimated. Information available which could affect these judgments include, but are not limited to, changes in interest rates, changes in the performance of the economy, inflation and its related effects and changes in the financial condition of borrowers.

Some items in the prior year financial statements may have been reclassified to conform to the current presentation. Reclassification had no effect on prior year net income or stockholders’ equity.

The results of operations for the three and nine months ended September 30, 2023 and 2022 are not necessarily indicative of the results of operations that may be expected for the entire fiscal year or for any other period.

The unaudited financial statements presented in this report should be read in conjunction with the Company’s audited consolidated financial statements and notes to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC.

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Loans and the Allowance for Credit Losses

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (“ASC 326”), which requires the measurement of all expected credit losses for financial assets held at amortized cost to be based on historical experience, current condition, and reasonable and supportable forecasts. The Company adopted this guidance effective January 1, 2023 and recorded a cumulative effect adjustment that increased the allowance for credit losses for loans and loan commitments by $3.0 million, increased deferred tax assets by $777,000 and decreased retained earnings by $2.1 million, net of tax.

The ACL for loans is measured on the loan’s amortized cost basis, excluding interest receivable, and is initially recognized upon origination or purchase of the loans, and subsequently remeasured on a recurring basis. The ACL is recognized as a contra-asset, and credit loss expense is recorded as a provision for credit losses in the consolidated statements of operation. Loan losses are charged-off against the ACL when management believes the loan is uncollectible. Subsequent recoveries, if any, are credited to the ACL. Loans are normally placed on nonaccrual status if it is probable that the Company will be unable to collect the full payment of principal and interest when due according to the contractual terms of the loan agreement, or the loan is past due for a period of 90 days or more unless the obligation is well-secured and is in the process of collection. The Company generally does not recognize an ACL on accrued interest receivables, consistent with its policy to reverse interest income when interest is 90 days or more past due.

The Company also records an ACL on unfunded loan commitments, which is based on the same assumptions as funded loans and also considers the probability of funding. The ACL is recognized as a liability, and credit loss expense is recorded as a provision for unfunded loan commitments within the provision for credit losses in the consolidated statements of operation. Upon funding of the loan, any related ACL previously recorded on the unfunded amount is reversed and an ACL is subsequently recognized on the outstanding loan.

To calculate the ACL for loans and loan commitments collectively evaluated, the Company uses models developed by a third party. The CRE, C&I, and Consumer lifetime loss rate models calculate the expected losses over the life of the loan based on exposure at default loan attributes and reasonable, supportable economic forecasts. The exposure at default considers the current unpaid balance, prepayment assumptions, and expected utilization assumptions.

Key assumptions used in the models include portfolio segmentation, prepayments, risk rating, a peer scalar, and the expected utilization of unfunded commitments among others. The portfolios are segmented by loan level attributes such as loan type, loan size, date of origination, and delinquency status to create homogenous loan pools. Pool level metrics are calculated, and loss rates are subsequently applied to the pools as the loans have similar characteristics. Prepayment assumptions, if applicable, are embedded within the models and are based on the same data used for model development and incorporate adjustments for reasonable and supportable forecasts. The models employ mean reversion techniques to predict credit losses for loans that are expected to mature beyond the forecast period.

To account for economic uncertainty, the Company uses multiple economic scenarios provided by the models in determining the ACL. The forecasts include various projections based on variables such as, Gross Domestic Product, interest rates, property price indices, and employment measures, among others. The forecasts are probability-weighted based on available information at the time the calculation is conducted. Scenario weightings and model parameters are reviewed for each calculation and are subject to change.

The CRE and CRE lifetime loss rate models were developed using the historical loss experience of all banks in the model’s developmental dataset. Banks in the model’s developmental dataset may have different loss experiences due to geography and portfolio as well as operational and underwriting procedures that vary from those of the Company, and therefore, the Company calibrates expected losses using a peer scalar function provided by the models. The peer scalar was calculated by examining the loss rates of peer banks that have similar asset bases and that operate in similar markets as the Company and comparing these peer group loss rates to the model results.

The Company also considers qualitative adjustments to expected credit loss estimates for information not already captured in the quantitative loss estimation models. Qualitative factor adjustments may increase or decrease management’s estimate of expected credit losses. Qualitative loss factors are based on the Company’s judgment of market, industry or business specific data, changes in loan composition, performance trends, regulatory changes, uncertainty of macroeconomic forecasts, and other asset specific risk characteristics.

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When loans do not share risk characteristics with other financial assets they are evaluated individually. Management applies its normal loan review procedures in making these judgments. Individually evaluated loans consist of nonaccrual loans and loans that have been modified due to financial difficulty. In determining the ACL, the Company generally applies a discounted cash flow method for instruments that are individually assessed. For collateral dependent financial assets where the Company has determined that foreclosure of the collateral is probable and where the borrower is experiencing financial difficulty, the ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the asset as of the measurement date. Fair value is generally calculated based on the value of the underlying collateral less an appraisal discount and the estimated cost to sell.

Prior to the adoption of ASU No. 2016-13

Prior to the adoption of ASU No. 2016-13, the ALLL was maintained at an amount management deemed adequate to cover probable incurred credit losses (the “incurred loss method”). The allowance for non-impaired loans was based on historical loss experience adjusted for current factors. The historical loss experience was determined by portfolio segment and was based on the actual loss history experienced by the Company over a rolling two-year period. This actual loss experience was supplemented with other qualitative and economic factors based on the risks present for each portfolio segment. These qualitative and economic factors included economic and business conditions, the nature and volume of the portfolio, and lending terms and volume and severity of past due loans.

A loan was considered to be impaired when it was probable that the Company would be unable to collect all principal and interest amounts according to the contractual terms of the loan agreement. Management applied its normal loan review procedures in making these judgments. Impaired loans include individually classified non-accrual loans and TDRs. Impairment was determined based on the present value of expected future cash flows discounted at the loan’s effective interest rate. For loans that were collateral dependent, the fair value of the collateral was used to determine the fair value of the loan. The fair value of the collateral was determined based on recent appraised values. The fair value of the collateral or present value of expected cash flows was compared to the carrying value to determine if any write-down or specific loan loss allowance allocation was required.

Loan Modifications

In March 2022, the FASB issued ASU 2022-02, Financial Instruments – Credit Losses (ASU 326): Troubled Debt Restructurings and Vintage Disclosures. ASU 2022-02 eliminated the accounting guidance for TDRs by creditors while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. The Company adopted ASU 2022-02 effective January 1, 2023 and the impact was immaterial.

Prior to the adoption of ASU 2022-02, when a loan was modified and concessions were made to the original contractual terms, such as reductions in interest rate or deferral of interest or principal payments, due to the borrower’s financial condition, the modification was known as a TDR. TDRs were separately identified for impairment disclosures and were measured at the present value of estimated future cash flows using the loan’s effective rate at inception.

Securities and the Allowance for Credit Losses

Effective January 1, 2023, the Company estimates and recognizes an ACL for HTM debt securities pursuant to ASU No. 2016-13. The Company has a zero loss expectation for its HTM securities portfolio, except for U.S. State and Municipal securities, and therefore it is not required to estimate an ACL related to these securities. For HTM securities that do not have a zero loss expectation, the ACL is based on the security’s amortized cost, excluding interest receivable, and represents the portion of the amortized cost that the Company does not expect to collect over the life of the security. The ACL is determined using average industry credit ratings and historical loss experience, and is initially recognized upon acquisition of the securities, and subsequently remeasured on a recurring basis.

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The Company evaluates AFS debt securities that experienced a decline in fair value below amortized cost for credit impairment. In performing an assessment of whether any decline in fair value is due to a credit loss, the Company considers the extent to which the fair value is less than the amortized cost, changes in credit ratings, any adverse economic conditions, as well as all relevant information at the individual security level, such as credit deterioration of the issuer, explicit or implicit guarantees by the federal government or collateral underlying the security. If it is determined that the decline in fair value was due to credit losses, an ACL is recorded, limited to the amount the fair value is less than the amortized cost basis. The non-credit related decrease in the fair value, such as a decline due to changes in market interest rates, is recorded in other comprehensive income, net of tax. The Company recognizes a credit impairment if the Company has the intent to sell the security, or it is more likely than not that the Bank will be required to sell the security before recovery of its amortized cost.

Prior to the adoption of ASU No. 2016-13

Management evaluated AFS and HTM debt securities for OTTI on at least a quarterly basis, and more frequently when economic or market conditions warranted such an evaluation. For securities in an unrealized loss position, management considered the extent and duration of the unrealized loss, and the financial condition and near-term prospects of the issuer. Management also assessed whether it intended to sell, or it is more likely than not that it would be required to sell, a security in an unrealized loss position before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the entire difference between amortized cost and fair value was recognized as an impairment through earnings. For securities that did not meet the aforementioned criteria, the amount of impairment would be split into two components as follows: (1) OTTI related to credit loss, which must be recognized in the statement of operations and (2) OTTI related to other factors, which is recognized in other comprehensive income. The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis.

NOTE 3 — SUMMARY OF RECENT ACCOUNTING PRONOUNCEMENTS

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (ASC 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The amendments in this ASU were effective for all entities as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments for contract modifications at the instrument level as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. In January 2021 the FASB issued ASU 2021-01. The amendments in this ASU clarify that certain optional expedients and exceptions in ASC 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. Specifically, certain provisions in ASC 848, if elected by an entity, apply to derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform.

In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (ASC 848): Deferral of Sunset Date of Topic 848. ASU 2022-06 defers the sunset date of ASC 848 from December 31, 2022, to December 31, 2024 because the current relief in ASC 848 did not cover the June 30, 2023 cessation date for the overnight 1-, 3-, 6-, and 12-month tenors of USD LIBOR. The Company’s LIBOR-based instruments included loans and trust preferred security liabilities. The required transition has been implemented successfully and LIBOR is no longer offered to clients as a floating rate loan index. The trust preferred securities have transitioned to SOFR.

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NOTE 4 — INVESTMENT SECURITIES

The following tables summarize the amortized cost and fair value of AFS and HTM debt securities and equity investments and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income (loss) and gross unrecognized gains and losses recognized in earnings (in thousands):


			Gross		Gross
			Unrealized/		Unrealized/
	Amortized		Unrecognized		Unrecognized
At September 30, 2023	Cost		Gains		Losses		Fair Value
Available-for-Sale Securities:
U.S. Government agency securities	$	67,997	$	—	$	(8,325)	$	59,672
U.S. State and Municipal securities		11,535		—		(2,577)		8,958
Residential MBS		410,188		—		(85,326)		324,862
Commercial MBS		36,978		—		(3,898)		33,080
Asset-backed securities		3,398		—		(120)		3,278
Total securities available-for-sale	$	530,096	$	—	$	(100,246)	$	429,850

Held-to-Maturity Securities:
U.S. Treasury securities	$	29,884	$	—	$	(1,965)	$	27,919
U.S. State and Municipal securities		15,631		—		(2,951)		12,680
Residential MBS		425,276		—		(76,294)		348,982
Commercial MBS		8,095		—		(1,418)		6,677
Total securities held-to-maturity	$	478,886	$	—	$	(82,628)	$	396,258

Equity Investments:
CRA Mutual Fund	$	2,396	$	—	$	(381)	$	2,015
Total equity investment securities	$	2,396	$	—	$	(381)	$	2,015


			Gross		Gross
			Unrealized/		Unrealized/
	Amortized		Unrecognized		Unrecognized
At December 31, 2022	Cost		Gains		Losses		Fair Value
Available-for-Sale Securities:
U.S. Government agency securities	$	67,996	$	—	$	(8,624)	$	59,372
U.S. State and Municipal securities		11,649		—		(2,437)		9,212
Residential MBS		413,998		279		(75,729)		338,548
Commercial MBS		37,069		10		(2,229)		34,850
Asset-backed securities		3,953		—		(188)		3,765
Total securities available-for-sale	$	534,665	$	289	$	(89,207)	$	445,747

Held-to-Maturity Securities:
U.S. Treasury securities	$	29,852	$	—	$	(2,223)	$	27,629
U.S. State and Municipal securities		15,814		—		(2,609)		13,205
Residential MBS		456,648		—		(67,027)		389,621
Commercial MBS		8,111		—		(1,276)		6,835
Total securities held-to-maturity	$	510,425	$	—	$	(73,135)	$	437,290

Equity Investments:
CRA Mutual Fund	$	2,358	$	—	$	(310)	$	2,048
Total equity investment securities	$	2,358	$	—	$	(310)	$	2,048

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There were no proceeds from sales and calls of AFS securities for the three and nine months ended September 30, 2023 and 2022.

The tables below summarize, by contractual maturity, the amortized cost and fair value of debt securities. The tables do not include the effect of principal repayments or scheduled principal amortization. Equity securities, primarily investments in mutual funds, have been excluded from the table. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties (in thousands):


	Held-to-Maturity				Available-for-Sale
At September 30, 2023	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due within 1 year	$	—	$	—	$	—	$	—
After 1 year through 5 years		37,979		34,596		66,096		59,274
After 5 years through 10 years		1,177		1,064		22,658		20,591
After 10 years		439,730		360,598		441,342		349,985
Total Securities	$	478,886	$	396,258	$	530,096	$	429,850


	Held-to-Maturity				Available-for-Sale
At December 31, 2022	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due within 1 year	$	—	$	—	$	—	$	—
After 1 year through 5 years		29,852		27,630		54,736		48,959
After 5 years through 10 years		9,505		8,130		36,043		32,872
After 10 years		471,068		401,530		443,886		363,916
Total Securities	$	510,425	$	437,290	$	534,665	$	445,747

At September 30, 2023 and December 31, 2022, the carrying value of securities pledged to support borrowing capacity from the FRB was $789.5 million and $25.0 million, respectively.

At September 30, 2023, debt securities with unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, are as follows (in thousands):


	Less than 12 Months				12 Months or More				Total
			Unrealized/				Unrealized/				Unrealized/
	Estimated		Unrecognized		Estimated		Unrecognized		Estimated		Unrecognized
At September 30, 2023	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
Available-for-Sale Securities:
U.S. Government agency securities	$	—	$	—	$	59,672	$	(8,325)	$	59,672	$	(8,325)
U.S. State and Municipal securities		—		—		8,958		(2,577)		8,958		(2,577)
Residential MBS		37,991		(1,520)		286,871		(83,806)		324,862		(85,326)
Commercial MBS		20,187		(1,118)		12,893		(2,780)		33,080		(3,898)
Asset-backed securities		—		—		3,278		(120)		3,278		(120)
Total securities available-for-sale	$	58,178	$	(2,638)	$	371,672	$	(97,608)	$	429,850	$	(100,246)

Held-to-Maturity Securities:
U.S. Treasury securities	$	—	$	—	$	27,919	$	(1,965)	$	27,919	$	(1,965)
U.S. State and Municipal securities		—		—		12,680		(2,951)		12,680		(2,951)
Residential MBS		—		—		348,982		(76,294)		348,982		(76,294)
Commercial MBS		—		—		6,677		(1,418)		6,677		(1,418)
Total securities held-to-maturity	$	—	$	—	$	396,258	$	(82,628)	$	396,258	$	(82,628)

At September 30, 2023 and December 31, 2022, there were no holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of stockholders’ equity. At September 30, 2023 and December 31, 2022, all of the residential MBS and commercial MBS held by the Company were issued by U.S. Government-sponsored entities and agencies. Except for U.S. State and Municipal securities, the Company has a zero loss expectation for its HTM securities portfolio, and therefore has no ACL related to these securities. Obligations of U.S. State and Municipal securities were rated investment grade at September 30, 2023 and the associated ACL was immaterial.

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AFS securities in unrealized loss positions are evaluated for impairment related to credit losses on a quarterly basis. The unrealized losses on AFS securities are primarily due to the changes in market interest rates subsequent to purchase. In addition, the Company does not intend nor would it be required to sell these investments until there is a full recovery of the unrealized loss, which may be at maturity. As a result, no ACL was recognized during the three months ended September 30, 2023.

At December 31, 2022, debt securities with unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, are as follows (in thousands):


	Less than 12 Months				12 Months or More				Total
			Unrealized/				Unrealized/				Unrealized/
	Estimated		Unrecognized		Estimated		Unrecognized		Estimated		Unrecognized
At December 31, 2022	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
Available-for-Sale Securities:
U.S. Government agency securities	$	—	$	—	$	59,372	$	(8,624)	$	59,372	$	(8,624)
U.S. State and Municipal securities		2,546		(527)		6,666		(1,910)		9,212		(2,437)
Residential MBS		19,576		(1,654)		305,936		(74,075)		325,512		(75,729)
Commercial MBS		13,406		(198)		11,386		(2,031)		24,792		(2,229)
Asset-backed securities		—		—		3,765		(188)		3,765		(188)
Total securities available-for-sale	$	35,528	$	(2,379)	$	387,125	$	(86,828)	$	422,653	$	(89,207)

Held-to-Maturity Securities:
U.S. Treasury securities	$	18,683	$	(1,365)	$	8,946	$	(858)	$	27,629	$	(2,223)
U.S. State and Municipal securities		13,205		(2,609)		—		—		13,205		(2,609)
Residential MBS		162,960		(19,625)		226,661		(47,402)		389,621		(67,027)
Commercial MBS		—		—		6,835		(1,276)		6,835		(1,276)
Total securities held-to-maturity	$	194,848	$	(23,599)	$	242,442	$	(49,536)	$	437,290	$	(73,135)

Prior to the adoption of ASU No. 2016-13 on January 1, 2023, the Company evaluated these securities for OTTI. The Company did not consider these securities to be OTTI at December 31, 2022 since the decline in market value was attributable to changes in interest rates and not to changes in credit quality. In addition, the Company did not intend to sell and did not believe that it is more likely than not that it would be required to sell these investments until there is a full recovery of the unrealized loss, which may be at maturity. As a result, no impairment loss was recognized during the year ended December 31, 2022.

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NOTE 5 — LOANS AND ALLOWANCE FOR CREDIT LOSSES

Loans, net of deferred costs and fees, consist of the following (in thousands):


	At September 30,		At December 31,
	2023		2022
Real estate
Commercial	$	3,712,664	$	3,254,508
Construction		149,212		143,693
Multi-family		462,999		468,540
One-to four-family		50,205		53,207
Total real estate loans		4,375,080		3,919,948
Commercial and industrial		976,778		908,616
Consumer		18,361		24,931
Total loans		5,370,219		4,853,495
Deferred fees, net of origination costs		(15,732)		(12,972)
Loans, net of deferred fees and costs		5,354,487		4,840,523
Allowance for credit losses		(52,298)		(44,876)
Net loans	$	5,302,189	$	4,795,647

Included in C&I loans at September 30, 2023 and December 31, 2022 were $64,000 and $97,000, respectively, of PPP loans. At September 30, 2023 and December 31, 2022, $3.3 billion and $2.4 billion of loans were pledged to support available borrowing capacity from the FHLB and FRB.

The following tables present the activity in the ACL for funded loans by segment. The portfolio segments represent the categories that the Company uses to determine its ACL (in thousands):


	Commercial		Commercial				Multi		One-to four-
Three months ended September 30, 2023	Real Estate		& Industrial		Construction		Family		Family		Consumer		Total
Allowance for credit losses:
Beginning balance	$	34,621	$	10,977	$	1,600	$	3,543	$	362	$	547	$	51,650
Provision/(credit) for credit losses		404		119		169		(54)		(11)		150		777
Loans charged-off		—		—		—		—		—		(129)		(129)
Recoveries		—		—		—		—		—		—		—
Total ending allowance balance	$	35,025	$	11,096	$	1,769	$	3,489	$	351	$	568	$	52,298


	Commercial		Commercial				Multi		One-to four-
Three months ended September 30, 2022	Real Estate		& Industrial		Construction		Family		Family		Consumer		Total
Allowance for credit losses:
Beginning balance	$	25,945	$	9,144	$	2,587	$	2,539	$	102	$	217	$	40,534
Provision/(credit) for credit losses		1,019		954		(55)		103		(3)		(11)		2,007
Loans charged-off		—		—		—		—		—		—		—
Recoveries		—		—		—		—		—		—		—
Total ending allowance balance	$	26,964	$	10,098	$	2,532	$	2,642	$	99	$	206	$	42,541

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	Commercial		Commercial						One-to four-
Nine months ended September 30, 2023	Real Estate		& Industrial		Construction		Multi-family		Family		Consumer		Total
Allowance for credit losses:
Beginning balance	$	29,496	$	10,274	$	1,983	$	2,823	$	105	$	195	$	44,876
Cumulative effect of changes in accounting principle		48		471		424		705		181		421		2,250
Provision/(credit) for credit losses		5,481		351		(638)		(39)		65		225		5,445
Loans charged-off		—		—		—		—		—		(273)		(273)
Recoveries		—		—		—		—		—		—		—
Total ending allowance balance	$	35,025	$	11,096	$	1,769	$	3,489	$	351	$	568	$	52,298


	Commercial		Commercial						One-to four-
Nine months ended September 30, 2022	Real Estate		& Industrial		Construction		Multi-family		Family		Consumer		Total
Allowance for credit losses:
Beginning balance	$	22,216	$	7,708	$	2,105	$	2,156	$	140	$	404	$	34,729
Provision/(credit) for credit losses		4,748		2,390		427		486		(41)		(203)		7,807
Loans charged-off		—		—		—		—		—		—		—
Recoveries		—		—		—		—		—		5		5
Total ending allowance balance	$	26,964	$	10,098	$	2,532	$	2,642	$	99	$	206	$	42,541

Net charge-offs for the three and nine months ended September 30, 2023 were $129,000 and $273,000, respectively. Net recoveries for the three and nine months ended September 30, 2022 were $0 and $5,000, respectively.

The following tables present the activity in the ACL for unfunded loan commitments (in thousands):


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Balance at the beginning of period	$	1,240	$	180	$	180	$	180
Cumulative effect of changes in accounting principle		—		—		777		—
Provision/(credit) for credit losses		14		—		297		—
Total ending allowance balance	$	1,254	$	180	$	1,254	$	180

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The following tables present the balance in the ACL and the recorded investment in loans by portfolio segment based on allowance measurement methodology (in thousands):


	Commercial		Commercial						One-to four-
At September 30, 2023	Real Estate		& Industrial		Construction		Multi-family		Family		Consumer		Total
Allowance for credit losses:
Individually assessed	$	—	$	—	$	—	$	—	$	—	$	137	$	137
Collectively assessed		35,025		11,096		1,769		3,489		351		431		52,161
Total ending allowance balance	$	35,025	$	11,096	$	1,769	$	3,489	$	351	$	568	$	52,298
Loans:
Individually assessed	$	41,005	$	6,934	$	—	$	—	$	—	$	251	$	48,190
Collectively assessed		3,671,659		969,844		149,212		462,999		50,205		18,110		5,322,029
Total ending loan balance	$	3,712,664	$	976,778	$	149,212	$	462,999	$	50,205	$	18,361	$	5,370,219


	Commercial		Commercial						One-to four-
At December 31, 2022	Real Estate		& Industrial		Construction		Multi-family		Family		Consumer		Total
Allowance for credit losses:
Individually assessed	$	—	$	—	$	—	$	—	$	—	$	24	$	24
Collectively assessed		29,496		10,274		1,983		2,823		105		171		44,852
Total ending allowance balance	$	29,496	$	10,274	$	1,983	$	2,823	$	105	$	195	$	44,876
Loans:
Individually assessed	$	26,740	$	—	$	—	$	—	$	899	$	24	$	27,663
Collectively assessed		3,227,768		908,616		143,693		468,540		52,308		24,907		4,825,832
Total ending loan balance	$	3,254,508	$	908,616	$	143,693	$	468,540	$	53,207	$	24,931	$	4,853,495

The following tables present the recorded investment in non-accrual loans and loans past due over 90 days and still accruing, by class of loans (in thousands):


			Nonaccrual		Loans Past Due
			Without an		Over 90 Days
At September 30, 2023	Nonaccrual		ACL		Still Accruing
Commercial real estate	$	24,000	$	24,000	$	—
Commercial & industrial		6,934		6,934		—
Consumer		24		—		—
Total	$	30,958	$	30,934	$	—


			Nonaccrual		Loans Past Due
			Without an		Over 90 Days
At December 31, 2022		Nonaccrual	ACL		Still Accruing
Consumer		24		—		—
Total	$	24	$	—	$	—

Interest income on nonaccrual loans recognized on a cash basis for the three and nine months ended September 30, 2023 and 2022 was immaterial.

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The following tables present the aging of the recorded investment in past due loans by class of loans (in thousands):


					90
	30-59		60-89		Days and		Total past		Current
At September 30, 2023	Days		Days		greater		due		loans		Total
Commercial real estate	$	—	$	—	$	24,000	$	24,000	$	3,688,664	$	3,712,664
Commercial & industrial		31		23		6,934		6,988		969,790		976,778
Construction		—		—		—		—		149,212		149,212
Multi-family		27,285		11,200		—		38,485		424,514		462,999
One-to four-family		—		—		—		—		50,205		50,205
Consumer		—		1		24		25		18,336		18,361
Total	$	27,316	$	11,224	$	30,958	$	69,498	$	5,300,721	$	5,370,219


					90
	30-59		60-89		Days and		Total past		Current
At December 31, 2022	Days		Days		greater		due		loans		Total
Commercial real estate	$	—	$	24,000	$	—	$	24,000	$	3,230,508	$	3,254,508
Commercial & industrial		37		—		—		37		908,579		908,616
Construction		—		—		—		—		143,693		143,693
Multi-family		8,000		—		—		8,000		460,540		468,540
One-to four-family		—		—		—		—		53,207		53,207
Consumer		21		—		24		45		24,886		24,931
Total	$	8,058	$	24,000	$	24	$	32,082	$	4,821,413	$	4,853,495

Credit Quality Indicators

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. Except for one-to-four family loans and consumer loans, the Company analyzes loans individually by classifying the loans as to credit risk ratings at least annually. For one-to-four family loans and consumer loans, the Company evaluates credit quality based on the aging status of the loan. An analysis is performed on a quarterly basis for loans classified as special mention, substandard or doubtful. The Company uses the following definitions for risk ratings:

Special Mention - Loans classified as special mention have a potential weakness that deserves management’s attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the Company’s credit position at some future date.

Substandard - Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

Doubtful - Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values highly questionable and improbable.

Loans not meeting the criteria above are considered to be pass-rated loans.

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The following table presents loan balances by credit quality indicator and year of origination at September 30, 2023 (in thousands):


	2023		2022		2021		2020		2019		2018 & Prior		Revolving		Total
CRE
Pass	$	1,172,394	$	1,348,513	$	541,243	$	162,438	$	223,040	$	113,821	$	43,340	$	3,604,789
Special Mention		13,058		38,867		14,637		308		—		—		—		66,870
Substandard		—		24,000		—		17,005		—		—		—		41,005
Total	$	1,185,452	$	1,411,380	$	555,880	$	179,751	$	223,040	$	113,821	$	43,340	$	3,712,664

Construction
Pass	$	50,639	$	50,248	$	39,304	$	—	$	—	$	—	$	9,021	$	149,212
Total	$	50,639	$	50,248	$	39,304	$	—	$	—	$	—	$	9,021	$	149,212

Multi-family
Pass	$	84,393	$	131,186	$	52,048	$	23,774	$	37,826	$	79,087	$	6,461	$	414,775
Special Mention		—		27,285		20,939		—		—		—		—		48,224
Total	$	84,393	$	158,471	$	72,987	$	23,774	$	37,826	$	79,087	$	6,461	$	462,999

One-to four-family
Current	$	—	$	4,163	$	—	$	10,365	$	12,384	$	23,293	$	—	$	50,205
Total	$	—	$	4,163	$	—	$	10,365	$	12,384	$	23,293	$	—	$	50,205

Commercial and industrial
Pass	$	161,702	$	267,030	$	97,771	$	21,190	$	15,764	$	8,238	$	325,877	$	897,572
Special Mention		3,840		34,168		—		2,448		—		—		31,816		72,272
Substandard		3,435		—		—		—		—		—		3,499		6,934
Total	$	168,977	$	301,198	$	97,771	$	23,638	$	15,764	$	8,238	$	361,192	$	976,778

Consumer
Current	$	—	$	—	$	—	$	—	$	—	$	18,336	$	—	$	18,336
Past due		—		—		—		—		—		25		—		25
Total	$	—	$	—	$	—	$	—	$	—	$	18,361	$	—	$	18,361

There were $129,000 and $273,000 of Consumer loan charge-offs for the three and nine months ended September 30, 2023, respectively, which were originated in 2018 and prior. There were $41.0 million of substandard classified collateral dependent CRE loans at September 30, 2023.

There were no loan modifications where the borrower was experiencing financial difficulty for the three and nine months ended September 30, 2023.

For loans evaluated by credit risk ratings, the following table presents loan balances by credit quality indicator and by class of loans at December 31, 2022 (in thousands):


			Special
	Pass		Mention		Substandard		Doubtful			Total
Commercial real estate	$	3,192,212	$	35,881	$	26,415	$	—	$	3,254,508
Commercial & industrial		876,867		31,749		—		—		908,616
Construction		143,693		—		—		—		143,693
Multi-family		468,540		—		—		—		468,540
Total	$	4,681,312	$	67,630	$	26,415	$	—	$	4,775,357

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The following tables present loans individually evaluated for impairment pursuant to the disclosure requirements prior to the adoption of ASU No. 2016-13 on January 1, 2023 (in thousands). The recorded investment in loans excludes accrued interest receivable and loan origination fees.


		At December 31, 2022
					Allowance
	Unpaid				for Loan
	Principal		Recorded		Losses
	Balance		Investment		Allocated
With an allowance recorded:
Consumer		24		24		24
Total	$	24	$	24	$	24

Without an allowance recorded:
One-to four-family	$	1,176	$	899	$	—
CRE		27,984		26,740		—
Total	$	29,160	$	27,639	$	—



	Average		Interest
	Recorded		Income
Three months ended September 30, 2022	Investment		Recognized
With an allowance recorded:
Consumer		24		—
Total	$	24	$	—

Without an allowance recorded:
One-to four-family	$	916	$	9
C&I		28,486		273
Total	$	29,402	$	282


	Average		Interest
	Recorded		Income
Nine months ended September 30, 2022	Investment		Recognized
With an allowance recorded:
Consumer		93		—
Total	$	93	$	—

Without an allowance recorded:
One-to four-family	$	816	$	26
C&I		30,992		769
Total	$	31,808	$	795

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NOTE 6 — BORROWINGS

Borrowings consisted of the following (in thousands):


					Interest expense
	At September 30,		At December 31,		Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022		2023		2022
Federal funds purchased and securities sold under agreements to repurchase	$	—	$	150,000	$	2,160	$	—	$	5,112	$	—
Federal Home Loan Bank of New York advances	$	355,000	$	100,000	$	5,580	$	—	$	12,114	$	—

Federal funds purchased are generally overnight transactions and had a weighted average interest rate of 5.36% at September 30, 2023. The FHLBNY advances are generally overnight transactions and have a fixed interest rate of 5.31%. There were no securities sold under agreements to repurchase outstanding as of September 30, 2023 and December 31, 2022.

During the first quarter of 2022, the Company redeemed $25.0 million of subordinated debt, plus accrued interest. The subordinated notes had a maturity date of March 15, 2027 and an interest rate of 6.25% per annum.

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NOTE 7 — EARNINGS PER SHARE

The Company uses the two-class method in the calculation of basic and diluted earnings per share. Under the two-class method, earnings available to common shareholders for the period are allocated between common shareholders and participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings. The factors used in the earnings per share calculation are as follows (in thousands, except per share data).


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Basic
Net income per consolidated statements of income	$	22,063	$	24,955	$	62,700	$	67,165
Less: Earnings allocated to participating securities		(118)		(68)		(285)		(152)
Net income available to common stockholders	$	21,945	$	24,887	$	62,415	$	67,013

Weighted average common shares outstanding including participating securities		11,098,563		10,961,697		11,110,491		10,952,452
Less: Weighted average participating securities		(59,200)		(30,000)		(50,440)		(24,741)
Weighted average common shares outstanding		11,039,363		10,931,697		11,060,051		10,927,711

Basic earnings per common share	$	1.99	$	2.28	$	5.64	$	6.13

Diluted
Net income allocated to common stockholders	$	21,945	$	24,887	$	62,415	$	67,013

Weighted average common shares outstanding for basic earnings per common share		11,039,363		10,931,697		11,060,051		10,927,711
Add: Dilutive effects of assumed exercise of stock options		—		172,371		—		182,417
Add: Dilutive effects of assumed vesting of performance based restricted stock		76,599		45,636		63,297		53,237
Add: Dilutive effects of assumed vesting of restricted stock units		20,911		27,448		—		41,370
Average shares and dilutive potential common shares		11,136,873		11,177,152		11,123,348		11,204,735

Dilutive earnings per common share	$	1.97	$	2.23	$	5.61	$	5.98

All restricted stock units were considered in computing diluted earnings per common share for the three months ended September 30, 2023. For the nine months ended September 30, 2023, 253,029 of restricted stock units, respectively, were not considered in the calculation of diluted earnings per share as their inclusion would be anti-dilutive. All performance restricted stock units were considered in computing diluted earnings per common share for the three and nine months ended September 30, 2023. There were no outstanding stock options at September 30, 2023. All stock options, performance restricted stock units, and restricted stock units were considered in computing diluted earnings per common share for the three and nine months ended September 30, 2022.

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NOTE 8 — STOCK COMPENSATION PLAN

Equity Incentive Plan

At September 30, 2023, the Company maintained three stock compensation plans, the 2022 Equity Incentive Plan (the “2022 EIP”), the 2019 Equity Incentive Plan (the “2019 EIP”) and the 2009 Equity Incentive Plan (the “2009 EIP”). The 2019 EIP expired on May 31, 2022 but has outstanding restricted stock awards and PRSUs subject to vesting schedules. The 2009 EIP has also expired.

The 2022 EIP was approved on May 31, 2022 by stockholders of the Company. Under the 2022 EIP, the maximum number of shares of stock that may be delivered to participants in the form of restricted stock, restricted stock units and stock options, including ISOs and non-qualified stock options, is 174,918, subject to adjustment as set forth in the 2022 EIP, plus any awards that are forfeited under the 2019 EIP after March 15, 2022.

Stock Options

Under the terms of the 2022 EIP, a stock option cannot have an exercise price that is less than 100% of the fair market value of the shares covered by the stock option on the date of grant. In the case of an ISO granted to a 10% stockholder, the exercise price shall not be less than 110% of the fair market value of the shares covered by the stock option on the date of grant. In no event shall the exercise period exceed ten years from the date of grant of the option, except, in the case of an ISO granted to a 10% stockholder, the exercise period shall not exceed five years from the date of grant. The 2022 EIP contains a double trigger change in control feature, providing for an acceleration of vesting upon an involuntary termination of employment simultaneous with or following a change in control.

The fair value of each stock option award was estimated on the date of grant using a closed form option valuation (Black-Scholes) model. Expected volatilities based on historical volatilities of the Company’s common stock were not significant. The expected term of options granted was based on historical data and represented the period of time that options granted were expected to be outstanding, which took into account that the options were not transferable. The risk-free interest rate for the expected term of the option was based on the U.S. Treasury yield curve in effect at the time of the grant.

A summary of the status of the Company’s stock options and the changes during the year is presented below:


		Nine months ended
		September 30, 2023
			Weighted
		Number of	Average
		Options	Exercise Price
Outstanding, beginning of period		220,200	$	18.00
Granted		—		—
Exercised		(220,200)		18.00
Cancelled/forfeited		—		—
Outstanding, end of period		—	$	—
Options vested and exercisable at end of period		—	$	—

Weighted average remaining contractual life (years)		—
Weighted average intrinsic value	$	—

The intrinsic value of the exercises was $4.6 million for the three and nine months ended September 30, 2023. There were no exercises for the three and nine months ended September 30, 2022. There was no compensation cost related to stock options during the three and nine months ended September 30, 2023 and 2022. There was no unrecognized compensation cost related to stock options at September 30, 2023 and December 31, 2022.

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On August 15, 2016, the Company made a loan to an executive officer of the Company, which was subsequently extended on August 15, 2021, in the amount of $780,000 and having an interest rate of 2.1% per annum (the “2021 Loan”). On March 6, 2023, the Company purported to make a loan to this executive officer in the amount of $7.5 million with a fixed interest rate of 5.7% per annum (the “2023 Loan”), and the executive officer used substantially all of the proceeds of the 2023 Loan to pay the exercise price in connection with the exercise of certain existing stock options (the “Option Shares”) and satisfy withholding tax obligations in connection with such exercise (the “Option Exercise”).

In connection with the preparation of the proxy statement for the Company’s 2023 annual meeting of stockholders, the Company’s management and Executive Committee of the Board of Directors, along with outside counsel, reevaluated the 2023 Loan as well as the 2021 Loan. As part of this reevaluation, the Company determined that the 2023 Loan and the 2021 Loan were likely impermissible under applicable law and/or regulations. As a result of these determinations, and to the extent that the 2023 Loan and the Option Exercise were not void as a matter of law, on April 26, 2023, the Company and the executive officer entered into a Rescission Agreement (the “Rescission Agreement”). The Rescission Agreement provided, among other things, (i) that the 2023 Loan and the Option Exercise would be rescinded and deemed null and void, (ii) that payments made in respect of the 2023 Loan, if any, would be returned, and (iii) that any dividends received by the executive officer in respect of the Option Shares have been returned or repaid to the Company. In connection with the entry into the Rescission Agreement, the executive officer repaid, in full, the 2021 Loan. The aggregate amount of extensions of credit to the Company’s directors, executive officers, principal stockholders and their associates was $0 and $780,000 at September 30, 2023 and December 31, 2022, respectively.

In the third quarter of 2023, the executive officer exercised the 220,200 existing stock options on a net share settlement basis, resulting in the issuance of 71,655 shares of the Company’s common stock.

Restricted Stock Awards and Restricted Stock Units

The Company issued restricted stock awards and restricted stock units under the 2022 EIP, 2019 EIP and the 2009 EIP (collectively, “restricted stock grants”) to certain key personnel. Each restricted stock grant vests based on the vesting schedule outlined in the restricted stock grant agreement. Restricted stock grants are subject to forfeiture if the holder is not employed by the Company on the vesting date.

In the first quarter of 2023 and 2022, 170,998 and 72,025 restricted stock grants were issued to certain key personnel, respectively. One-third of these shares vest each year for three years beginning on March 1, 2024 and March 1, 2023, respectively. Total compensation cost that has been charged against income for restricted stock grants was $1.7 million and $4.6 million for the three and nine months ended September 30, 2023, respectively. Total compensation cost that has been charged against income for restricted stock grants was $1.3 million and $3.3 million for the three and nine months ended September 30, 2022, respectively. As of September 30, 2023, there was $10.5 million of total unrecognized compensation expense related to the restricted stock awards. The cost is expected to be recognized over a weighted-average period of 1.96 years.

In January 2023, 27,500 restricted shares were granted to members of the Board of Directors. These shares vest in January 2024. In January 2022, 11,126 restricted shares were granted to members of the Board of Directors. These shares vested in January 2023. Total expense for the awards granted to members of the Board of Directors was $388,000 and $1.2 million for the three and nine months ended September 30, 2023, respectively. Total expense for these awards was $297,000 and $892,000 for the three and nine months ended September 30, 2022, respectively. As of September 30, 2023 total unrecognized expense for these awards was $388,000.

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The following table summarizes the changes in the Company’s restricted stock grants:


	Nine months ended
	September 30, 2023
		Weighted
		Average
	Number of	Grant Date
	Shares	Fair Value
Outstanding, beginning of period	129,562	$	86.01
Granted	198,498		56.04
Forfeited	(14,838)		61.50
Vested	(64,990)		84.28
Outstanding at end of period	248,232	$	63.96

Performance-Based Stock Units

During the second quarter of 2021, the Company established a long-term incentive award program under the 2019 EIP. Under the program, 90,000 PRSUs were awarded. During the second quarter of 2022, 20,800 PRSUs were forfeited and reissued pursuant to the 2022 EIP. The weighted average service inception date fair value of the outstanding awarded shares was $6.0 million. At the beginning of 2023 and 2022, 29,200 and 30,000 PRSUs, respectively, vested as all performance criteria were met. The remaining 30,800 PRSUs are scheduled to vest in February 2024, provided certain performance criteria are met in fiscal year 2023. All vested shares will not be delivered until the first quarter of 2024. Total compensation cost that has been charged against income for the PRSUs was $550,000 and $1.6 million for the three and nine months ended September 30, 2023, respectively. Total compensation cost that has been charged against income for the PRSUs was $481,000 and $1.4 million for the three and nine months ended September 30, 2022, respectively.

NOTE 9 — FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company uses fair value measurements to record fair value adjustments to certain assets and derivative contracts, and to determine fair value disclosures. Other than derivative contracts, the Company did not have any liabilities that were measured at fair value at September 30, 2023 and December 31, 2022. AFS securities are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets or liabilities on a non-recurring basis, such as certain loans where the carrying value is based on the fair value of the underlying collateral. These non-recurring fair value adjustments generally involve the write-down of individual assets due to impairment losses.

Accounting guidance establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a reporting entity’s own judgments about the assumptions that market participants would use in pricing an asset or liability.

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Assets and Liabilities Measured on a Recurring Basis

Assets measured on a recurring basis are limited to the Company’s AFS securities portfolio, equity investments, and derivative contracts. The AFS portfolio is carried at estimated fair value with any unrealized gains and losses, net of taxes, reported as accumulated other comprehensive income or loss in shareholders’ equity. Equity investments are carried at estimated fair value with changes in fair value reported as “unrealized gain/(loss)” on the statements of operations. Outstanding derivative contracts designated as cash flow hedges are carried at estimated fair value with changes in fair value reported as accumulated other comprehensive income or loss in shareholders’ equity. Outstanding derivatives not designated as hedges are carried at estimated fair value with changes in fair value reported as non-interest income. The fair values for substantially all of these assets are obtained monthly from an independent nationally recognized pricing service. On a quarterly basis, the Company assesses the reasonableness of the fair values obtained for the AFS portfolio by reference to a second independent nationally recognized pricing service. Based on the nature of these securities, the Company’s independent pricing service provides prices which are categorized as Level 2 since quoted prices in active markets for identical assets are generally not available for the majority of securities in the Company’s portfolio. Various modeling techniques are used to determine pricing for the Company’s mortgage-backed securities, including option pricing and discounted cash flow models. The inputs to these models include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data. On an annual basis, the Company obtains the models, inputs and assumptions utilized by its pricing service and reviews them for reasonableness. Other than derivative contracts, the Company does not have any liabilities that were measured at fair value on a recurring basis.

Assets measured at fair value on a recurring basis are summarized below (in thousands):


	Fair Value Measurement using:
			Quoted Prices
			in Active		Significant
			Markets		Other		Significant
	Carrying		For Identical		Observable		Unobservable
	Amount		Assets (Level 1)		Inputs (Level 2)		Inputs (Level 3)
At September 30, 2023
U.S. Government agency securities	$	59,672	$	—	$	59,672	$	—
U.S. State and Municipal securities		8,958		—		8,958		—
Residential mortgage securities		324,862		—		324,862		—
Commercial mortgage securities		33,080		—		33,080		—
Asset-backed securities		3,278		—		3,278		—
CRA Mutual Fund		2,015		2,015		—		—
Derivative assets		6,560		—		6,560		—
Derivative liabilities		55		—		55		—


	Fair Value Measurement using:
			Quoted Prices
			in Active		Significant
			Markets		Other		Significant
	Carrying		For Identical		Observable		Unobservable
	Amount		Assets (Level 1)		Inputs (Level 2)		Inputs (Level 3)

At December 31, 2022
U.S. Government agency securities	$	59,372	$	—	$	59,372	$	—
U.S. State and Municipal securities		9,212		—		9,212		—
Residential mortgage securities		338,548		—		338,548		—
Commercial mortgage securities		34,850		—		34,850		—
Asset-backed securities		3,765		—		3,765		—
CRA Mutual Fund		2,048		2,048		—		—
Derivatives		—		—		—		—

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There were no transfers between Level 1 and Level 2 during the three and nine months ended September 30, 2023 and 2022.

There were no material assets measured at fair value on a non-recurring basis at September 30, 2023 and December 31, 2022.

Carrying amounts and estimated fair values of financial instruments carried at amortized cost were as follows (in thousands):


			Fair Value Measurement Using:
			Quoted Prices
			in Active		Significant
			Markets		Other		Significant
	Carrying		For Identical		Observable		Unobservable		Total Fair
At September 30, 2023	Amount		Assets (Level 1)		Inputs (Level 2)		Inputs (Level 3)		Value
Financial Assets:
Cash and due from banks	$	36,438	$	36,438	$	—	$	—	$	36,438
Overnight deposits		140,929		140,929		—		—		140,929
Securities held-to-maturity		478,886		—		396,258		—		396,258
Loans, net		5,302,189		—		—		5,178,993		5,178,993
Other investments
FRB Stock		11,410		N/A		N/A		N/A		N/A
FHLB Stock		21,607		N/A		N/A		N/A		N/A
Disability Fund		1,500		—		1,500		—		1,500
Time deposits at banks		498		498		—		—		498
Receivable from global payments business, net		79,892		—		—		79,892		79,892
Accrued interest receivable		28,460		—		922		27,538		28,460

Financial Liabilities:
Non-interest-bearing demand deposits	$	1,746,626	$	1,746,626	$	—	$	—	$	1,746,626
Money market and savings deposits		3,739,265		3,739,265		—		—		3,739,265
Time deposits		35,698		—		35,115		—		35,115
Federal funds purchased		—		—		—		—		—
Federal Home Loan Bank of New York advances		355,000		—		355,000		—		355,000
Trust preferred securities payable		20,620		—		—		19,999		19,999
Prepaid debit cardholder balances		10,297		—		—		10,297		10,297
Accrued interest payable		1,211		166		637		408		1,211
Secured borrowings		7,621		—		7,621		—		7,621

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			Fair Value Measurement Using:
			Quoted Prices
			in Active		Significant
			Markets		Other		Significant
	Carrying		For Identical		Observable		Unobservable		Total Fair
At December 31, 2022	Amount		Assets (Level 1)		Inputs (Level 2)		Inputs (Level 3)		Value
Financial Assets:
Cash and due from banks	$	26,780	$	26,780	$	—	$	—	$	26,780
Overnight deposits		230,638		230,638		—		—		230,638
Securities held-to-maturity		510,425		—		437,290		—		437,290
Loans, net		4,795,647		—		—		4,737,007		4,737,007
Other investments
FRB Stock		11,421		N/A		N/A		N/A		N/A
FHLB Stock		9,191		N/A		N/A		N/A		N/A
Disability Fund		1,000		—		1,000		—		1,000
Time deposits at banks		498		498		—		—		498
Receivable from global payments business, net		85,605		—		—		85,605		85,605
Accrued interest receivable		24,107		—		964		23,143		24,107

Financial Liabilities:
Non-interest-bearing demand deposits	$	2,422,151	$	2,422,151	$	—	$	—	$	2,422,151
Money market and savings deposits		2,803,698		2,803,698		—		—		2,803,698
Time deposits		52,063		—		51,058		—		51,058
Federal funds purchased		150,000		—		150,000		—		150,000
Federal Home Loan Bank of New York advances		100,000		—		100,000		—		100,000
Trust preferred securities payable		20,620		—		—		19,953		19,953
Prepaid debit cardholder balances		10,579		—		—		10,579		10,579
Accrued interest payable		728		112		293		323		728
Secured borrowings		7,725		—		7,725		—		7,725

NOTE 10 — ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table shows the amounts reclassified out of AOCI for the sale and calls of AFS securities and realized gain on cash flow hedges (in thousands):


									Affected line item in
	Three months ended				Nine months ended				the Consolidated Statements
	September 30,				September 30,				of Operations
	2023		2022		2023		2022
Realized gain on sale of AFS securities	$	—	$	—	$	—	$	—	Gain on Sale of Securities
Income tax (expense) benefit		—		—		—		—	Income tax expense
Total reclassifications, net of income tax	$	—	$	—	$	—	$	—

Realized gain on cash flow hedges	$	1,200	$	782	$	3,653	$	782	Licensing fees
Income tax (expense) benefit		(369)		(240)		(1,122)		(240)	Income tax expense
Total reclassifications, net of income tax	$	831	$	542	$	2,531	$	542

NOTE 11 — COMMITMENTS AND CONTINGENCIES

Financial instruments with off-balance-sheet risk

The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the financial statements. The Company’s exposure to credit loss in the event of non-performance by the counterparty to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

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The following off-balance-sheet financial instruments, whose contract amounts represent credit risk, are outstanding (in thousands):


	At September 30, 2023				At December 31, 2022
	Fixed		Variable		Fixed		Variable
	Rate		Rate		Rate		Rate
Unused commitments	$	64,001	$	400,962	$	40,685	$	364,908
Standby and commercial letters of credit		60,158		—		53,947		—
	$	124,159	$	400,962	$	94,632	$	364,908

A commitment to extend credit is a legally binding agreement to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally expire within two years. At September 30, 2023, the Company’s fixed rate loan commitments had interest rates ranging from 3.0% to 9.5% and the Company’s variable rate loan commitments had interest rates ranging from 6.0% to 12.5%. At December 31, 2022, the Company’s fixed rate loan commitments had interest rates ranging from 3.0% to 8.5% and the Company’s variable rate loan commitments had interest rates ranging from 6.0% to 11.5%. The amount of collateral obtained, if any, by the Company upon extension of credit is based on management’s credit evaluation of the borrower. Collateral held varies but may include mortgages on commercial and residential real estate, security interests in business assets, equipment, deposit accounts with the Company or other financial institutions and securities.

The Company’s stand-by letters of credit amounted to $60.2 million and $53.9 million as of September 30, 2023 and December 31, 2022, respectively. The Company’s stand-by letters of credit are collateralized by interest-bearing accounts of $36.7 million and $28.7 million as of September 30, 2023 and December 31, 2022, respectively.

Regulatory Proceedings

There have been and continue to be ongoing investigations by governmental entities concerning a prepaid debit card product program that was offered by GPG. These include investigations involving the Company and the Bank by the Board of Governors of the FRB and certain state authorities, including the NYSDFS. During the early stages of the COVID-19 pandemic, third parties used this prepaid debit card product to establish unauthorized accounts and to receive unauthorized government benefits payments, including unemployment insurance benefits payments made pursuant to the Coronavirus Aid, Relief, and Economic Security Act from many states. The Company ceased accepting new accounts from this program manager in July 2020 and exited its relationship with this program manager in August 2020. The Company has cooperated and continues to cooperate in these investigations and continues to review this matter.

The Bank has been in discussions with both the FRB and NYSDFS with respect to consensual resolutions of their investigations. The Bank entered into (i) an Order to Cease and Desist and Order of Assessment of a Civil Money Penalty Issued Upon Consent with the FRB (the “FRB Consent Order”), effective October 16, 2023, and (ii) a Consent Order with the NYSDFS (the “NYSDFS Consent Order”), effective October 18, 2023. The FRB Consent Order and NYSDFS Consent Order constitute separate consensual resolutions with each of the FRB and the NYSDFS with respect to their investigations, each of which is now closed as a result of such order.

The FRB Consent Order provides for a civil money penalty of $14.5 million and requires the Bank’s board of directors to submit a plan to further strengthen board oversight of the management and operations of the GPG and the Bank to develop, among other things, a written plan to enhance the Bank’s customer identification program, a plan to improve the Bank’s customer due diligence program and a plan to enhance the Bank’s third party risk management program. The NYSDFS Consent Order provides for a civil money penalty of $15.0 million and requires the Bank to provide certain information regarding the Bank’s program to supervise third-party program managers and various status reports regarding certain compliance-related matters in connection with the Bank’s oversight of third-party program managers of the Bank’s prepaid debit card program.

The Company was fully reserved with respect to the foregoing amounts payable to the FRB and NYSDFS through a regulatory settlement reserve recorded in the fourth quarter of 2022. Additional enforcement or other actions arising out of the prepaid debit card program in question, along with any other matters arising out of the foregoing program, could have a materially adverse effect on the Company and the Bank’s assets, business, cash flows, financial condition, liquidity, prospects and/or results of operations.

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Since 2020, the Bank has been actively working to enhance its processes and procedures so as to more effectively and efficiently address the concerns that arose.

NOTE 12 — REVENUE FROM CONTRACTS WITH CUSTOMERS

All of the Company’s revenue from contracts with customers that are in the scope of Accounting Standards Codification 606, Revenue from Contracts with Customers, are recognized in non-interest income. The following table presents the Company’s revenue from contracts with customers (in thousands):



	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Service charges on deposit accounts	$	1,463	$	1,445	$	4,400	$	4,289
Global Payments Group revenue		4,247		4,099		14,828		14,998
Other service charges and fees		867		364		2,185		1,225
Total	$	6,577	$	5,908	$	21,413	$	20,512

A description of the Company’s revenue streams accounted for under the accounting guidance is as follows:

Service charges on deposit accounts

The Company offers business and personal retail products and services, which include, but are not limited to, online banking, mobile banking, Automated Clearing House (“ACH”) transactions, and remote deposit capture. A standard deposit contract exists between the Company and all deposit customers. The Company earns fees from its deposit customers for transaction-based services (such as ATM use fees, stop payment charges, statement rendering, and ACH fees), account maintenance, and overdraft services. Transaction-based fees are recognized at the time the transaction is executed as that is the point in time the Company fulfills the customer’s request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Company satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. Service charges on deposits are withdrawn from the customer’s account balance.

Global payment group revenue

The Company offers corporate cash management and retail banking services and, through its global payments business, provides services to non-bank financial service companies. The Company earns initial set-up fees for these programs as well as fees for transactions processed. The Company receives transaction data at the end of each month for services rendered, at which time revenue is recognized. Additionally, service charges specific to GPG customers’ deposits are recognized within GPG revenue.

Other service charges

The primary component of other service charges relates to letter of credit fees and FX conversion fees. The Company outsources FX conversion for foreign currency transactions to correspondent banks. The Company earns a portion of an FX conversion fee that the customer charges to process an FX conversion transaction. Revenue is recognized at the end of the month once the customer has remitted the transaction information to the Company.

NOTE 13 — DERIVATIVES

The Company enters into interest rate swap derivative contracts (“interest rate swaps”) as a part of its asset liability management strategy to help manage its interest rate risk position. At September 30, 2023, these interest rate swaps have a notional amount of $700.0 million and contractual maturities ranging from August 1, 2025 to September 23, 2025. The notional amount of the interest rate swaps does not represent the amount exchanged by the parties. The interest rate swaps were designated as cash flow hedges of certain deposit liabilities and borrowings of the Company. The hedges were determined to be highly effective during the three and nine months ended September 30, 2023.

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The Company expects the hedges to remain highly effective during the remaining term of the interest rate swap.

In addition, the Company periodically enters into certain commercial loan interest rate swap agreements to provide commercial loan customers the ability to convert from variable to fixed interest rates. Under these agreements, the Company enters into a variable-rate loan agreement with a customer in addition to a swap agreement. This swap agreement effectively converts the customer’s variable rate loan into a fixed rate loan. The Company then enters into a corresponding swap agreement with a third party to offset its exposure on the variable and fixed components of the customer agreement. As the interest rate swap agreements with the customers and third parties are not designated as hedges, the instruments are marked to market in earnings. At September 30, 2023, the interest rate swaps have a notional amount of $69.0 million and a contractual maturity of August 15, 2028.

In 2020, the Company entered into an interest rate cap derivative contract (“interest rate cap”) as a part of its asset liability management strategy to help manage its interest rate risk position. The interest rate cap had a notional amount of $300.0 million and a contractual maturity of March 1, 2025. The notional amount of the interest rate cap does not represent the amount exchanged by the parties. The amount exchanged was determined by reference to the notional amount and the other terms of the interest rate cap. The interest rate subject to the cap was 30-day LIBOR.

The interest rate cap was designated as a cash flow hedge of certain deposit liabilities of the Company. The hedge was determined to be highly effective during 2022 until it was terminated in the third quarter of 2022. The unrecognized value of $12.7 million at termination will be released from Accumulated Other Comprehensive Income and recorded as a credit to Licensing fees expense through March 2025.

The following tables reflect the derivatives recorded on the balance sheet (in thousands):


			Fair Value
		Notional		Other		Other
		Amount		Assets		Liabilities
At September 30, 2023
Derivatives designated as hedges:
Interest rate swaps related to customer deposits and borrowings	$	700,000	$	6,505	$	—

Derivatives not designated as hedges:
Interest rate swaps	$	69,000	$	55	$	55

At December 31, 2022
Derivatives designated as hedges:
Interest rate cap related to customer deposits	$	—	$	—	$	—

The effect of cash flow hedge accounting on accumulated other comprehensive income is as follows (in thousands):


	Three months ended				Nine months ended
	September 30,				September 30,
	2023		2022		2023		2022
Interest rate swaps and caps related to customer deposits and borrowings
Amount of gain (loss) recognized in OCI, net of tax	$	509	$	(190)	$	4,517	$	7,574
Amount of gain (loss) reclassified from OCI into income	$	1,200	$	782	$	3,653	$	782
Location of gain (loss) reclassified from OCI into income		Licensing fees		N/A		Licensing fees		N/A

N/A - not applicable

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NOTE 14 ‒ SUBSEQUENT EVENTS

None.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Company Background

The Company is a bank holding company headquartered in New York, New York and registered under the BHC Act. Through its wholly owned bank subsidiary, Metropolitan Commercial Bank (the “Bank”), a New York state chartered bank, the Company provides a broad range of business, commercial and retail banking products and services to small businesses, middle-market enterprises, public entities and affluent individuals primarily in the New York metropolitan area. See the “Glossary of Common Terms and Acronyms” for the definition of certain terms and acronyms used throughout this Form 10-Q.

The Company’s primary market includes the New York metropolitan area, specifically Manhattan and the outer boroughs, and Nassau County, New York. This market is well-diversified and represents a large market for middle market businesses (defined as businesses with annual revenue of $5 million to $400 million). The Company’s market area has a diversified economy typical of most urban population centers, with the majority of employment provided by services, wholesale/retail trade, finance/insurance/real estate, technology companies and construction. A relationship-led strategy has provided the Company with select opportunities in other U.S. markets, with a particular focus on South Florida. In addition, through its Global Payments Group, the Company issues prepaid cards for nationwide card programs managed by third-party program managers.

The Company’s primary lending products are CRE loans, including multi-family loans, and C&I loans. Substantially all loans are secured by specific items of collateral including business and consumer assets, and commercial and residential real estate. Commercial loans are expected to be repaid from cash flows from operations of commercial enterprises. The Company’s primary deposit products are checking, savings, and term deposit accounts, all of which are insured by the FDIC up to the maximum amounts allowed by law. In addition to traditional commercial banking products, the Company offers corporate cash management and retail banking services, and its Global Payments Group (“global payments business”) provides services to non-bank financial service companies, including serving as an issuing bank for third-party debit card programs, as well as providing other financial infrastructure, including cash settlement and custodian deposit services. The Company operates six banking centers strategically located within close proximity to target clients. The strength of the Company’s deposit franchise comes from its long-standing relationships with clients and the strong ties it has in its market area. The Company has also developed a diversified funding strategy, which enables it to be less reliant on branches. Deposit funding is provided by the following core deposit verticals: (i) borrowing clients; (ii) non-borrowing retail clients; (iii) global payments business; and (iv) corporate cash management clients.

Recent Events

There have been and continue to be ongoing investigations by governmental entities concerning a prepaid debit card product program that was offered by GPG. As previously disclosed, the Bank has been in discussions with both the FRB and NYSDFS with respect to consensual resolutions of their investigations. The Bank entered into (i) an Order to Cease and Desist and Order of Assessment of a Civil Money Penalty Issued Upon Consent with the FRB (the “FRB Consent Order”), effective October 16, 2023, and (ii) a Consent Order with the NYSDFS (the “NYSDFS Consent Order”), effective October 18, 2023. The FRB Consent Order and NYSDFS Consent Order constitute separate consensual resolutions with each of the FRB and the NYSDFS with respect to their investigations, each of which is now closed as a result of such order.

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For further discussion see Part II, “Item 1. Legal Proceedings.”

Critical Accounting Policies

Critical accounting estimates are necessary in the application of certain accounting policies and procedures and are particularly susceptible to significant change. Critical accounting policies are defined as those involving significant judgments and assumptions by management that could have a material impact on the carrying value of certain assets or on income under different assumptions or conditions. Management believes that the most critical accounting policy, which involves the most complex or subjective decisions or assessments, is as follows:

Allowance for Credit Losses

The ACL has been determined in accordance with GAAP. The Company is responsible for the timely and periodic determination of the amount of the ACL. Management believes that the ACL is adequate to cover expected credit losses over the life of the loan portfolio. Although management evaluates available information to determine the adequacy of the ACL, the level of allowance is an estimate which is subject to significant judgment and short-term change. Because of uncertainties associated with local and national economic forecasts, the operating and regulatory environment, collateral values and future cash flows from the loan portfolio, it is possible that a material change could occur in the ACL in the near term. The evaluation of the adequacy of loan collateral is often based upon estimates and appraisals. Because of changing economic conditions, the valuations determined from such estimates and appraisals may also change. Accordingly, the Company may ultimately incur losses that vary from management’s current estimates. Adjustments to the ACL will be reported in the period in which such adjustments become known and can be reasonably estimated. All loan losses are charged to the ACL when the loss actually occurs or when the collectability of the principal is unlikely. Recoveries are credited to the allowance at the time of recovery. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Company’s ACL. As a result of such examinations, the Company may need to recognize additions to the ACL based on the regulators’ judgments.

In estimating the ACL, the Company relies on models and economic forecasts developed by external parties as the primary driver of the ACL. These models and forecasts are based on nationwide sets of data. Economic forecasts can change significantly over an economic cycle and have a significant level of uncertainty associated with them. The performance of the models is dependent on the variables used in the models being reasonable proxies for the loan portfolio’s performance. However, these variables may not capture all sources of risk within the portfolio. As a result, the Company reviews the results and makes qualitative adjustments to the models to capture limitations of the models as necessary. Such qualitative factors may include adjustments to better capture the imprecision associated with the economic forecasts, and the ability of the models to capture emerging risks within the portfolio that may not be represented in the data. These judgments are evaluated through the Company’s review process and revised on a quarterly basis to account for changes in facts and circumstances.

One of the more significant judgments involved in estimating the Company’s ACL relates to the macroeconomic forecasts used to estimate credit losses and the relative weightings applied to them. To illustrate the impact of changes in these forecasts to the Company’s ACL, the Company performed a hypothetical sensitivity analysis that decreased the weight on the baseline scenario by 33% and equally allocated the difference to increase the weights on the more optimistic and adverse scenarios. All else equal, the impact of this hypothetical forecast would result in a net increase of approximately $4.9 million, or 9.3%, in the Company’s total ACL for loans and loan commitments as of September 30, 2023. This hypothetical analysis is intended to illustrate the impact of adverse changes in the macroeconomic environment at a point in time and is not intended to reflect the full nature and extent of potential future change in the ACL. It is difficult to estimate how potential changes in any one of the quantitative inputs or qualitative factors might affect the overall ACL and the Company’s current assessments may not reflect the potential future impact of changes to those inputs or factors.

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Emerging Growth Company

As of December 31, 2022, which was the last day of the fiscal year of the Company following the fifth anniversary of the Company’s initial public offering of common equity securities, the Company no longer qualified as an EGC, as defined in Section 3(a) of the Securities Act of 1933, as amended by the JOBS Act.

Discussion of Financial Condition

The Company had total assets of $6.7 billion at September 30, 2023, an increase of $416.0 million, or 6.6%, from December 31, 2022.

Total cash and cash equivalents were $177.4 million at September 30, 2023, a decrease of $80.1 million, or 31.1%, from December 31, 2022. The decrease from December 31, 2022, primarily reflected the $514.0 million net deployment into loans partially offset by the $243.7 million increase in deposits, $105.0 million increase in borrowings and $73.2 million of cash from operations.

Total securities were $910.8 million at September 30, 2023, a decrease of $47.5 million, or 5.0%, from December 31, 2022. The decrease was primarily due to the $88.4 million paydown and maturities of AFS and HTM securities, partially offset by the purchase of $52.5 million of AFS and HTM securities.

Loans

Total loans, net of deferred fees and unamortized costs, were $5.4 billion at September 30, 2023, an increase of $514.0 million, or 10.6%, from December 31, 2022. At September 30, 2023, 80.9% of the CRE and C&I loan portfolio is concentrated in the New York Metropolitan Area, mainly New York City, and Florida. The increase in total loans from December 31, 2022, was due primarily to an increase of $458.1 million in CRE (including owner-occupied) loans and $68.2 million in C&I loans, partially offset by a $9.6 million decrease in one-to-four family and consumer loans.

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As of September 30, 2023, total loans consisted primarily of CRE loans (including multi-family mortgage loans) and C&I loans. The Company’s commercial loan portfolio includes loans to the following industries (dollars in thousands):



	At September 30, 2023
			% of Total
		Balance	Loans
CRE (1)
Skilled Nursing Facilities	$	1,385,730	25.8	%
Multi-family		462,999	8.6
Mixed use		365,929	6.8
Office		374,391	7.0
Retail		309,169	5.8
Hospitality		344,227	6.4
Land		196,707	3.7
Warehouse / Industrial		170,639	3.2
Construction		149,212	2.8
Other		565,872	10.5
Total CRE	$	4,324,875	80.5	%

C&I
Finance & Insurance	$	241,004	4.5	%
Individuals		138,159	2.6
Skilled Nursing Facilities		181,422	3.4
Healthcare		117,753	2.2
Services		72,178	1.3
Wholesale		61,295	1.1
Manufacturing		47,020	0.9
Other		117,947	2.2
Total C&I	$	976,778	18.2	%

(1)

CRE, not including one-to-four family loans

Asset Quality

Non-performing loans increased to $31.0 million at September 30, 2023 from $24,000 at December 31, 2022, due to one CRE loan that is fully secured and two C&I loans where payment is expected in full. The table below sets forth key asset quality ratios (dollars in thousands):


	At or for the			At or for the
	nine months ended			for the year ended
	September 30,			December 31,
	2023			2022
Asset Quality Ratios
Non-performing loans	$	30,958		$	24
Non-performing loans to total loans		0.58	%		—	%
Allowance for credit losses to total loans		0.98	%		0.93	%
Non-performing loans to total assets		0.46	%		—	%
Allowance for credit losses to non-performing loans		168.93	%		N.M	%
Ratio of net charge-offs (recoveries) to average loans outstanding in aggregate		0.01	%		—	%

N.M. – not meaningful

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Allowance for Credit Losses

The ACL was $52.3 million at September 30, 2023, as compared to $44.9 million at December 31, 2022. The increase from December 31, 2022 was partially due to the Company adopting ASU No. 2016-13, Financial Instruments – Credit Losses (ASC 326) effective January 1, 2023. ASU No. 2016-13 requires the measurement of all expected credit losses for financial assets held at amortized cost to be based on historical experience, current condition, and reasonable and supportable forecasts. Upon adoption, the Company recorded a $2.3 million increase to the ACL for loans, a $777,000 increase to the ACL for loan commitments, and a $2.1 million decrease to retained earnings, net of taxes. The Company also recorded a $5.7 million provision for credit losses for the nine months ended September 30, 2023, primarily driven by loan growth.

Deposits

Total deposits were $5.5 billion at September 30, 2023, an increase of $243.7 million, or 4.6%, from December 31, 2022. The increase from December 31, 2022, was due primarily to an increase of $660.4 million of retail deposits and $64.8 million in all other deposit verticals, partially offset by the decrease of $488.9 million in digital currency business deposits. The decrease in digital currency business deposits reflects the Company’s final exit from the crypto-related vertical. Non-interest-bearing demand deposits were 31.6% of total deposits at September 30, 2023, compared to 45.9% at December 31, 2022.

The table below summarizes the Company’s deposit composition by segment for the periods indicated (dollars in thousands):


	At September 30, 2023		At December 31, 2022		Dollar Change		Percentage Change
Non-interest-bearing demand deposits	$	1,746,626	$	2,422,151	$	(675,525)	(27.9)	%
Money market		3,730,235		2,792,554		937,681	33.6
Savings accounts		9,030		11,144		(2,114)	(19.0)
Time deposits		35,698		52,063		(16,365)	(31.4)
Total	$	5,521,589	$	5,277,912	$	243,677	4.6	%

At September 30, 2023, the aggregate estimated amount of FDIC uninsured deposits was $1.5 billion. In addition, as of September 30, 2023, the aggregate estimated amount of the Company’s uninsured time deposits was $21.0 million. The following table presents the scheduled maturities of time deposits greater than $250,000 (in thousands):


	At September 30, 2023
Three months or less	$	6,506
Over three months through six months		4,906
Over six months through one year		8,664
Over one year		946
Total	$	21,022

Borrowings

Federal Funds Purchased and FHLB Advances

To support a more efficient balance sheet, particularly related to the decrease in deposits related to the exit of the digital currency business, the Company may at times utilize FHLB advances or other funding sources. At September 30, 2023, the Company had $0.0 million of Federal funds purchased and $355.0 million of FHLBNY advances. At December 31, 2022, the Company had $150.0 million of Federal funds purchased and $100.0 million of FHLBNY advances.

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Accumulated Other Comprehensive Income

Accumulated other comprehensive loss, net of tax, was $60.2 million at September 30, 2023, an increase of $5.9 million from December 31, 2022. The increase from December 31, 2022 was due to an increase in unrealized losses on AFS securities due to changes in prevailing interest rates and the reclassification to net income of gains on a terminated cash flow hedge, partially offset by net unrealized gains on outstanding cash flow hedges.

In 2023, the Company entered into interest rate swap derivative contracts as a part of its asset liability management strategy to help manage its interest rate risk position. The interest rate swaps are designated as cash flow hedges of certain deposit liabilities and borrowings of the Company. The interest rate swaps have a notional amount of $700.0 million and contractual maturities of one- to five- years.

In 2020, the Company entered into an interest rate cap derivative contract as a part of its asset liability management strategy to help manage its interest rate risk position. The interest rate cap was designated as a cash flow hedge of certain deposit liabilities. In the third quarter of 2022, the Company terminated the interest rate cap and monetized the gain on the derivative. The unrecognized value of $12.7 million at termination will be released from AOCI and recorded as a credit to Licensing fees expense through March 2025.

Results of Operations

Net Income

Net income was $22.1 million for the third quarter of 2023 a decrease of $2.9 million as compared to $25.0 million for the third quarter of 2022. This decrease was due primarily to the $9.8 million decrease in net interest income due to changes in prevailing interest rates and non-interest bearing crypto-related deposits being replaced with interest bearing funding due to the final exit from the digital currency business, partially offset by discrete tax benefits related to the exercise of stock options and the reversal of the regulatory settlement reserve in the third quarter of 2023.

Net income was $62.7 million for the nine months ended September 30, 2023 a decrease of $4.5 million as compared to $67.2 million for the nine months ended September 30, 2022. This decrease was due primarily to the $12.3 million increase in non-interest expense, partially offset by the $2.0 million decrease in the provision for credit losses and $1.2 million increase in non-interest income.

Net Interest Income Analysis

Net interest income is the difference between interest earned on assets and interest incurred on liabilities. The following tables present an analysis of net interest income by each major category of interest-earning assets and interest-bearing liabilities. The tables present the average yield on interest-earning assets and the average cost of interest-bearing liabilities. Yields and costs were derived by dividing income or expense by the average balance of interest-earning assets and interest-bearing liabilities, respectively, for the periods shown. Average balances were derived from daily balances over the periods indicated. Interest income includes fees that management considers to be adjustments to yields. The yield on AFS securities is based on amortized cost of the securities. Yields on tax-exempt obligations were not computed on a tax-equivalent basis. Non-accrual loans were included in the computation of average balances and therefore have a zero yield. The yields set forth below include the effect of deferred loan origination fees and costs, and purchase discounts and premiums that are amortized or accreted to interest income.

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	Three Months Ended
	September 30, 2023						September 30, 2022
	Average				Yield /		Average				Yield /
(dollars in thousands)	Balance		Interest		Rate (1)		Balance		Interest		Rate (1)
Assets:
Interest-earning assets:
Loans (2)	$	5,283,114	$	90,666	6.80	%	$	4,504,260	$	60,570	5.30	%
Available-for-sale securities		527,673		2,261	1.71			521,378		1,651	1.27
Held-to-maturity securities		497,682		2,412	1.94			527,050		2,466	1.87
Equity investments		2,387		13	2.20			2,342		9	1.47
Overnight deposits		124,211		1,783	5.62			913,566		5,114	2.19
Other interest-earning assets		36,952		762	8.24			17,360		247	5.69
Total interest-earning assets		6,472,019		97,897	5.99			6,485,956		70,057	4.26
Non-interest-earning assets		170,195						108,643
Allowance for credit losses		(52,357)						(41,494)
Total assets	$	6,589,857					$	6,553,105
Liabilities and Stockholders' Equity:
Interest-bearing liabilities:
Money market and savings accounts	$	3,465,347		35,969	4.12		$	2,572,111		6,407	0.99
Certificates of deposit		38,937		265	2.70			51,363		98	0.76
Total interest-bearing deposits		3,504,284		36,234	4.10			2,623,474		6,505	0.98
Borrowed funds		572,456		8,106	5.66			20,555		227	4.41
Total interest-bearing liabilities		4,076,740		44,340	4.32			2,644,029		6,732	1.01
Non-interest-bearing liabilities:
Non-interest-bearing deposits		1,734,956						3,243,664
Other non-interest-bearing liabilities		146,956						75,471
Total liabilities		5,958,652						5,963,164
Stockholders' equity		631,205						589,941
Total liabilities and equity	$	6,589,857					$	6,553,105
Net interest income			$	53,557					$	63,325
Net interest rate spread (3)					1.67	%					3.25	%
Net interest margin (4)					3.27	%					3.85	%
Total cost of deposits (5)					2.74	%					0.44	%
Total cost of funds (6)					3.03	%					0.45	%

(1)	Annualized.

(2)	Amount includes deferred loan fees and non-performing loans.

(3)	Determined by subtracting the annualized average cost of total interest-bearing liabilities from the annualized average yield on total interest-earning assets.

(4)	Determined by dividing annualized net interest income by total average interest-earning assets.

(5)	Determined by dividing annualized interest expense on deposits by total average interest-bearing and non-interest bearing deposits.

(6)	Determined by dividing annualized interest expense by the sum of total average interest-bearing liabilities and total average non-interest-bearing deposits.

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	Nine Months Ended
	September 30, 2023						September 30, 2022
	Average				Yield /		Average				Yield /
(dollars in thousands)	Balance		Interest		Rate(1)		Balance		Interest		Rate(1)
Assets:
Interest-earning assets:
Loans (2)	$	5,016,075	$	247,142	6.58	%	$	4,214,957	$	159,291	5.03	%
Available-for-sale securities		526,156		6,435	1.63			542,099		4,942	1.22
Held-to-maturity securities		507,771		7,391	1.94			488,058		6,260	1.71
Equity investments - non-trading		2,375		38	2.12			2,335		22	1.25
Overnight deposits		189,552		7,353	5.12			1,424,119		9,023	0.84
Other interest-earning assets		32,166		1,779	7.37			16,030		647	5.38
Total interest-earning assets		6,274,095		270,138	5.75			6,687,598		180,185	3.59
Non-interest-earning assets		161,592						86,682
Allowance for credit losses		(48,693)						(38,799)
Total assets	$	6,386,994					$	6,735,481
Liabilities and Stockholders' Equity:
Interest-bearing liabilities:
Money market and savings accounts	$	3,099,908		85,099	3.67		$	2,642,465		13,453	0.68
Certificates of deposit		45,874		911	2.66			63,074		383	0.81
Total interest-bearing deposits		3,145,782		86,010	3.66			2,705,539		13,836	0.68
Borrowed funds		451,063		18,286	5.41			27,099		1,090	5.36
Total interest-bearing liabilities		3,596,845		104,296	3.88			2,732,638		14,926	0.73
Non-interest-bearing liabilities:
Non-interest-bearing deposits		2,032,011						3,368,470
Other non-interest-bearing liabilities		144,712						61,303
Total liabilities		5,773,568						6,162,411
Stockholders' equity		613,426						573,070
Total liabilities and equity	$	6,386,994					$	6,735,481
Net interest income			$	165,842					$	165,259
Net interest rate spread (3)					1.87	%					2.86	%
Net interest margin (4)					3.53	%					3.29	%
Total cost of deposits (5)					2.22	%					0.30	%
Total cost of funds (6)					2.48	%					0.33	%

(1)	Annualized.

(2)	Amount includes deferred loan fees and non-performing loans.

(3)	Determined by subtracting the annualized average cost of total interest-bearing liabilities from the annualized average yield on total interest-earning assets.

(4)	Determined by dividing annualized net interest income by total average interest-earning assets.

(5)	Determined by dividing annualized interest expense on deposits by total average interest-bearing and non-interest bearing deposits.

(6)	Determined by dividing annualized interest expense by the sum of total average interest-bearing liabilities and total average non-interest-bearing deposits.

Net interest margin for the third quarter of 2023 was 3.27% compared to 3.85% for the third quarter of 2022. The 58 basis point decrease was due primarily to the 258 basis point increase in the total cost of funds reflecting the increase in prevailing market interest rates and the shift from non-interest bearing deposits to interest bearing funding primarily related to the final exit from the crypto-related deposit vertical, partially offset by the increase in the average balance of loans and loan yields.

Net interest margin for the nine months ended September 30, 2023 was 3.53% compared to 3.29% for the nine months ended September 30, 2022. The 24 basis point increase was driven primarily by the increase in the $801.1 million increase in the average balance of loans and the 155 basis point increase in loan yields, partially offset by the higher cost of funds. Total cost of funds for the nine months ended September 30, 2023 was 248 basis points compared to 33 basis points for the nine months ended September 30, 2022, which reflects the increase in prevailing interest rates and the shift from non-interest bearing deposits to interest bearing funding primarily related to the final exit from the crypto-related deposit vertical.

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Interest Income

Interest income increased $27.8 million to $97.9 million for the third quarter of 2023 as compared to $70.1 million for the third quarter of 2022, primarily due to the increase in the average balance of loans and increase in yields for loans and overnight deposits. The average balance of loans increased $778.9 million for the third quarter of 2023 as compared to the third quarter of 2022. The yields on loans and overnight deposits increased 150 basis points and 343 basis points, respectively, for the third quarter of 2023 as compared to the third quarter of 2022 due to the increase in prevailing market interest rates.

Interest income increased $90.0 million to $270.1 million for the nine months ended September 30, 2023 as compared to $180.2 million for the nine months ended September 30, 2022, primarily due to the increase in the average balance of loans and increase in yields for loans and overnight deposits, partially offset by the decline in the average balance of overnight deposits. The average balance of loans increased $801.1 million for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022. The yields on loans and overnight deposits increased 155 basis points and 428 basis points, respectively, for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022 due to the increase in prevailing market interest rates. The average balance of overnight deposits decreased $1.2 billion for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022, reflecting the final exit from the crypto-related deposit vertical.

Interest Expense

Interest expense increased $37.6 million to $44.3 million for the third quarter of 2023 as compared to $6.7 million for the third quarter of 2022 due primarily to the increase in prevailing interest rates and higher borrowing balances related to the final exit from the crypto-related deposit vertical. The yield on interest bearing deposits increased 312 basis points for the third quarter of 2023 as compared to the third quarter of 2022. The average balance of borrowings increased $551.9 million for the third quarter of 2023 as compared to the third quarter of 2022.

Interest expense increased $89.4 million to $104.3 million for the nine months ended September 30, 2023 as compared to $14.9 million for the nine months ended September 30, 2022 due primarily to the increase in prevailing interest rates and higher borrowing balances related to the final exit from the crypto-related deposit vertical. The yield on interest bearing deposits increased 298 basis points for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022. The average balance of borrowings increased $424.0 million for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022.

Provision for Loan Losses

The provision for loan losses for the three and nine months ended September 30, 2023, based on ASC 326, was $791,000 and $5.7 million, respectively, primarily driven by loan growth. The provision for loan losses for the three and nine months ended September 30, 2022, based on the incurred loss method, was $2.0 million and $7.8 million, respectively, primarily driven by loan growth.

Non-Interest Income

Non-interest income increased $695,000 to $6.5 million for the third quarter of 2023, as compared to the third quarter of 2022 driven by increases in other service charges and fees. Non-interest income increased $1.1 million to $21.3 million for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022 driven by increases in other service charges and fees.

Non-Interest Expense

Non-interest expense decreased $266,000 to $30.9 million for the third quarter of 2023, compared to the third quarter of 2022 due primarily to the $3.0 million reversal of the regulatory settlement reserve recorded in the fourth quarter of 2022 and the $2.2 million reduction in professional fees, partially offset by the $2.6 million increase in compensation and benefits.

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Non-interest expense increased $12.3 million to $94.4 million for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022 due primarily to the $7.4 million increase in compensation and benefits expense due to the increase in the number of full-time employees, the $3.8 million increase in professional fees, including legal fees, and $2.8 million increase in FDIC assessments, partially offset by the $5.5 million reversal of the regulatory settlement reserve recorded in the fourth quarter of 2022.

Income Tax Expense

The estimated effective tax rate for the third quarter of 2023 was 22.2% as compared to 30.6% for the third quarter of 2022. The effective tax rate for the third quarter of 2023 reflects a discrete tax item related to the exercise of stock options in the third quarter of 2023 and the reversal of the regulatory settlement reserve. The estimated effective tax rate for the nine months ended September 30, 2023 was 28.0% as compared to 29.8% for the nine months ended September 30, 2022.

Off-Balance Sheet Arrangements

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, which involve elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition. Exposure to credit loss is represented by the contractual amount of the instruments. The Company uses the same credit policies in making commitments as it does for on-balance sheet instruments.

At September 30, 2023, the Company had $465.0 million in unused commitments and $60.2 million in standby and commercial letters of credit. At December 31, 2022, the Company had $405.6 million in unused commitments and $53.9 million in standby and commercial letters of credit.

Liquidity and Capital Resources

Liquidity is the ability to economically meet current and future financial obligations. The Company’s primary sources of funds consist of deposit inflows, loan repayments and maturities and sales of securities and borrowings. While maturities and scheduled amortization of loans and securities and borrowings are predictable sources of funds, deposit flows, mortgage prepayments and security sales are greatly influenced by the general level of interest rates and changes thereto, economic conditions and competition.

The Company regularly reviews the need to adjust investments in liquid assets based upon its assessment of: (1) expected loan demand, (2) expected deposit flows, (3) yields available on interest-earning deposits and securities, and (4) the objectives of its asset/liability program. Excess liquidity is generally invested in interest-earning deposits and short- and intermediate-term securities.

The Company’s most liquid assets are cash and cash equivalents. The levels of these assets are dependent on its operating, financing, lending and investing activities during any given period. At September 30, 2023 and December 31, 2022, cash and cash equivalents totaled $177.4 million and $257.4 million, respectively. Securities classified as AFS and equity investments, which provide additional sources of liquidity, totaled $431.9 million at September 30, 2023 and $447.8 million at December 31, 2022. At September 30, 2023 and December 31, 2022, the carrying value of securities pledged to the FRBNY discount window was $789.5 million and $25.0 million, respectively.

The Company has no material commitments or demands that are likely to affect its liquidity other than as set forth below. In the event loan demand were to increase faster than expected, or any other unforeseen demand or commitment were to occur, the Company could access its borrowing capacity with the FHLB or obtain additional funds through alternative funding sources, including the brokered deposit market.

The Company had $3.0 billion and $1.1 billion of available secured wholesale funding capacity at September 30, 2023 and December 31, 2022, respectively. The increase in secured funding capacity is due to the Company optimizing its liquidity resources through the pledge of additional eligible loan collateral.

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The Company’s primary investing activities are the origination of loans, and to a lesser extent, the purchase of loans and securities. For the three and nine months ended September 30, 2023, the Company’s loan production was $333.5 million and $1.0 billion, respectively as compared to $423.6 million and $1.4 billion for the three and nine months ended September 30, 2022, respectively.

Financing activities consisted primarily of activity in deposit accounts and borrowings. The Company generates deposits from businesses and individuals through client referrals and other relationships and through its retail presence. The Company has established deposit concentration thresholds to avoid the possibility of dependence on any single depositor base for funds. Total deposits were $5.5 billion at September 30, 2023, an increase of $243.7 million, or 4.6%, from December 31, 2022.

At September 30, 2023, interest-bearing deposits were comprised of $3.7 billion of money market accounts and $35.7 million of time deposits. Time deposits due within one year of September 30, 2023 totaled $31.0 million, or 0.6% of total deposits. At September 30, 2023, the aggregate estimated amount of FDIC uninsured deposits was $1.5 billon. At December 31, 2022, interest-bearing deposits were comprised of $2.8 billion of money market accounts and $52.1 million of time deposits. Time deposits due within one year of December 31, 2022 totaled $37.6 million, or 0.7% of total deposits. Non-interest-bearing deposits were 31.6% of total deposits at September 30, 2023, as compared to 45.9% at December 31, 2022. At December 31, 2022, the aggregate estimated amount of FDIC uninsured deposits was $2.2 billion.

To support a more efficient balance sheet, particularly related to the decrease in deposits related to the final exit of the digital currency business, the Company may at times utilize FHLB advances or other funding sources. At September 30, 2023, the Company had $0.0 million of Federal funds purchased and $355.0 million of FHLBNY advances.

In March 2023, certain specialized banking institutions with elevated concentrations of uninsured deposits experienced large deposit outflows, resulting in the institutions being placed into FDIC receiverships. In the aftermath, there was substantial market disruption and indications that deposit concerns could spread within the banking industry, leading to deposit outflows and other destabilizing results. In response to these events, the Treasury Department, Federal Reserve, and FDIC jointly announced the Bank Term Funding Program (“BTFP”) on March 12, 2023. This program aims to enhance liquidity by allowing institutions to pledge certain securities at the par value of the securities, and at a borrowing rate of ten basis points over the one-year overnight index swap rate. The BTFP is available to eligible U.S. federally insured depository institutions, with advances having a term of up to one year and no prepayment penalties. The BTFP is available to the Company.

Regulation

The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. At September 30, 2023 and December 31, 2022, the Company and the Bank met all applicable regulatory capital requirements to be considered “well capitalized” under regulatory guidelines. The Company and the Bank manage their capital to comply with their internal planning targets and regulatory capital standards administered by federal banking agencies.

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The Company and the Bank review capital levels on a monthly basis. Below is a table of the Company’s and Bank’s capital ratios for the periods indicated:


							Minimum Ratio
					Minimum		Required		Minimum
	At		At		Ratio to be		for Capital		Capital
	September 30,		December 31,		“Well		Adequacy		Conservation
	2023		2022		Capitalized”		Purposes		Buffer
The Company
Tier 1 leverage ratio	10.7	%	10.2	%	N/A		4.0	%	—	%
Common equity tier 1	11.8	%	12.1	%	N/A		4.5	%	2.5	%
Tier 1 risk-based capital ratio	12.2	%	12.5	%	N/A		6.0	%	2.5	%
Total risk-based capital ratio	13.1	%	13.4	%	N/A		8.0	%	2.5	%

The Bank
Tier 1 leverage ratio	10.5	%	10.0	%	5.00	%	4.0	%	—	%
Common equity tier 1	11.9	%	12.3	%	6.50	%	4.5	%	2.5	%
Tier 1 risk-based capital ratio	11.9	%	12.3	%	8.00	%	6.0	%	2.5	%
Total risk-based capital ratio	12.8	%	13.1	%	10.00	%	8.0	%	2.5	%

At September 30, 2023 and December 31, 2022, total non-owner-occupied CRE loans were 374.8% and 366.0% of risk-based capital, respectively.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

General

The principal objective of the Company’s asset and liability management function is to evaluate the interest rate risk within the balance sheet and pursue a controlled assumption of interest rate risk while maximizing net income and preserving adequate levels of liquidity and capital. The Board of Directors has oversight of the Company’s asset and liability management function, which is managed by the Company’s ALCO. The ALCO meets regularly to review, among other things, the sensitivity of assets and liabilities to market interest rate changes, local and national market conditions and market interest rates. That group also reviews liquidity, capital, deposit mix, loan mix and investment positions.

Interest Rate Risk

As a financial institution, the Company’s primary component of market risk is interest rate volatility. Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on most assets and liabilities, and the fair value of all interest-earning assets and interest-bearing liabilities, other than those which have a short term to maturity. Interest rate risk is the potential of economic losses due to future interest rate changes. These economic losses can be reflected as a loss of future net interest income and/or a loss of current fair values. The objective is to measure the effect on net interest income and to adjust the balance sheet to minimize the inherent risk while at the same time maximizing income.

The Company manages its exposure to interest rates primarily by structuring its balance sheet in the ordinary course of business. The Company generally originates fixed and floating rate loans with maturities of less than five years. The interest rate risk on these loans is offset by the cost of deposits, where many of such deposits generally pay interest based on a floating rate index. Based upon the nature of operations, the Company is not subject to FX or commodity price risk and does not own any trading assets. The Company enters into interest rate derivative contracts as part of its interest rate risk management strategy to hedge certain deposit liabilities and to facilitate the needs of lending customers. For further discussion see “NOTE 13 — DERIVATIVES” to the Company’s consolidated financial statements in this Form 10-Q.

Net Interest Income At-Risk

The Company analyzes its sensitivity to changes in interest rates through a net interest income simulation model, which estimates what net interest income would be for a one-year period based on current interest rates, and then calculates what the net interest income would be for the same period under different interest rate assumptions. For modeling purposes, the Company reclassifies licensing fees on corporate cash management accounts from non-interest expense to interest expense since the fees are indexed to certain market interest rates.

The following table shows the estimated impact on net interest income for the one-year period beginning September 30, 2023 resulting from potential changes in interest rates, expressed in basis points. These estimates require certain assumptions to be made, including loan and mortgage-related investment prepayment speeds, reinvestment rates, and deposit maturities and decay rates. These assumptions are inherently uncertain. As a result, no simulation model can precisely predict the impact of changes in interest rates on net interest income.

Although the net interest income table below provides an indication of the Company’s IRR exposure at a particular point in time, such estimates are not intended to, and do not, provide a precise forecast of the effect of changes in market interest rates on net interest income and will differ from actual results.

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The following table indicates the sensitivity of projected annualized net interest income to the interest rate movements described above (dollars in thousands):


At September 30, 2023
Change in	Net		Year 1
Interest	Interest		Change
Rates	Income Year 1		from
(basis points)	Forecast		Level
+400	$	186,496	(13.55)	%
+300		193,335	(10.38)
+200		200,181	(7.21)
+100		208,361	(3.41)
—		215,726	—
-100		221,877	2.85
-200		227,250	5.34
-300		233,064	8.04
-400		240,445	11.46

The table above indicates that at September 30, 2023, in the event of an instantaneous and sustained parallel upward shift of 200 basis points in interest rates, the Company would experience a 7.21% decrease in net interest income. In the event of an instantaneous and sustained parallel downward shift of 200 basis points in interest rates, it would experience a 5.34% increase in net interest income.

Economic Value of Equity Analysis

The Company also analyzes the sensitivity of its financial condition to changes in interest rates through an EVE model. This analysis measures the difference between predicted changes in the fair value of assets and predicted changes in the present value of liabilities assuming various changes in current interest rates. The table below represents an analysis of IRR as measured by the estimated changes in EVE, resulting from an instantaneous and sustained parallel shift in the yield curve (+100, +200, +300 and +400 basis points and -100, -200, -300 and -400 basis points) at September 30, 2023 (dollars in thousands):


			Estimated				EVE
			Increase (Decrease) in				as a Percentage of Fair
			EVE				Value of Assets (3)
Change in								Increase
Interest Rates	Estimated						EVE	(Decrease)
(basis points) (1)	EVE (2)		Dollars		Percent		Ratio (4)	(basis points)
+400	$	510,667	$	(138,979)	(21.39)	%	8.50	(148.65)
+300		544,798		(104,848)	(16.14)		8.90	(108.80)
+200		578,568		(71,078)	(10.94)		9.27	(71.79)
+100		619,647		(29,999)	(4.62)		9.72	(26.75)
—		649,646		—	—		9.99	—
-100		667,318		17,672	2.72		10.06	7.78
-200		669,722		20,076	3.09		9.92	(6.44)
-300		663,123		13,477	2.07		9.65	(33.34)
-400		644,925		(4,721)	(0.73)		9.23	(75.78)

(1)	Assumes an immediate uniform change in interest rates at all maturities.

(2)	EVE is the fair value of expected cash flows from assets, less the fair value of the expected cash flows arising from the Company’s liabilities adjusted for the value of off-balance sheet contracts.

(3)	Fair value of assets represents the amount at which an asset could be exchanged between knowledgeable and willing parties in an arms-length transaction.

(4)	EVE Ratio represents EVE divided by the fair value of assets.

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The table above indicates that at September 30, 2023, in the event of an immediate upward shift of 200 basis points in interest rates, it would experience a 10.94% decrease in its EVE. In the event of an immediate downward shift of 200 basis points in interest rates, the Company would experience an 3.09% increase in its EVE.

The preceding simulation analyses do not represent a forecast of actual results and should not be relied upon as being indicative of expected operating results. These hypothetical estimates are based upon numerous assumptions, which are subject to change, including: the nature and timing of interest rate levels including the yield curve shape, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, reinvestment/replacement of asset and liability cash flows, and others. Also, as market conditions vary, prepayment/refinancing levels, the varying impact of interest rate changes on caps and floors embedded in adjustable-rate loans, early withdrawal of deposits, changes in product preferences, and other internal/external variables will likely deviate from those assumed.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of its Chief Executive Officer, who is the Company’s principal executive officer, and the Chief Accounting Officer, who is the Company’s acting principal financial officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2023 pursuant to Rule 13a-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, the principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2023. In addition, there have been no changes in the Company’s internal control over financial reporting during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Disclosure controls and procedures are designed with the objective of ensuring that information required to be disclosed in reports filed by the Company under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Accounting Officer, as appropriate to allow timely decisions regarding required disclosure.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As previously disclosed, the Bank has been in discussions with both the FRB and NYSDFS with respect to consensual resolutions of their investigations. The Bank entered into (i) an Order to Cease and Desist and Order of Assessment of a Civil Money Penalty Issued Upon Consent with the FRB (the “FRB Consent Order”), effective October 16, 2023, and (ii) a Consent Order with the NYSDFS (the “NYSDFS Consent Order”), effective October 18, 2023. The FRB Consent Order and NYSDFS Consent Order constitute separate consensual resolutions with each of the FRB and the NYSDFS with respect to their investigations, each of which is now closed as a result of such order.

The Company was fully reserved with respect to the foregoing amounts payable to the FRB and NYSDFS through a regulatory settlement reserve disclosed in prior periods. Additional enforcement or other actions arising out of the prepaid debit card program in question, along with any other matters arising out of the foregoing program, could have a materially adverse effect on the Company and the Bank’s assets, business, cash flows, financial condition, liquidity, prospects and/or results of operations. Since 2020, the Bank has been actively working to enhance its processes and procedures so as to more effectively and efficiently address the concerns that arose.

In addition to the matters described above, the Company is subject to various other pending and threatened legal actions relating to the conduct of its normal business activities. In the opinion of management, as of September 30, 2023, the ultimate aggregate liability, if any, arising out of any such other pending or threatened legal actions will not be material to the Company’s financial condition, results of operations, and liquidity.

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ITEM 1A. RISK FACTORS

There are risks, many beyond our control, which could cause our results to differ significantly from management’s expectations. For a description of these risks, please see the risk factors included below and see the risk factors previously described in Part I, “Item 1A. Risk Factors” in our 2022 Form 10-K. There have been no material changes to our risk factors since the date of that filing, other than as noted below. Any of the risks described in our 2022 Form 10-K or in this Quarterly Report on Form 10-Q could, by itself or together with one or more other factors, materially and adversely affect our business, results of operations or financial condition. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, results of operations or financial condition.

Financial challenges at other banking institutions could lead to depositor concerns that spread within the banking industry causing disruptive deposit outflows and other destabilizing results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Amendment of Bylaws

On October 31, 2023, our Board of Directors approved and adopted the Company’s Amended and Restated Bylaws, which became effective immediately upon adoption. The Board approved the Amended and Restated Bylaws primarily to update certain procedural requirements in connection with SEC rules relating to universal proxy cards (the “Universal Proxy Rules”). The Amended and Restated Bylaws include amendments that: (i) update the Company’s bylaws in accordance with the Universal Proxy Rules, including requiring stockholders providing notice pursuant to Rule 14a-19(b) under the Exchange Act, to provide reasonable evidence to the Company that they have complied with certain requirements under the Universal Proxy Rules no later than five business days prior to the applicable stockholder meeting; (ii) refine and clarify the requirements with respect to notice of stockholder nominations and proposals, including provisions regarding the information to be provided in such notices by proposing stockholders, proposed nominees and other persons related to a stockholder’s solicitation of proxies; (iii) require any stockholder directly or indirectly soliciting proxies from other stockholders to use a proxy card color other than white; and (iv) make certain other non-substantive administrative, technical and conforming changes.

The preceding summary of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is included as Exhibit 3.3 to this report and incorporated by reference herein.

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Authorization of Acting Principal Financial Officer

Effective as of October 31, 2023, our Board of Directors authorized G. David Bonnar, the Company’s Senior Vice President and Chief Accounting Officer, to also serve as the Company’s “Acting Principal Financial Officer” in connection with the review, execution and certification of this Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 and certain FRB regulatory reports. The Company previously announced that Gregory Sigrist, the Company’s Chief Financial Officer would be resigning effective October 31, 2023.

Mr. Bonnar, age 55, joined the Company in February 2021, and has worked at various financial services institutions in his over 30 years of experience, including the CIT Group, J.P. Morgan Chase & Co. and most recently as Managing Director at Morgan Stanley. During Mr. Bonnar’s 12 years at Morgan Stanley, he had increasing levels of responsibilities in the Financial Control Group. Mr. Bonnar started his career at KPMG and is a Certified Public Accountant.

Mr. Bonnar and the Company did not enter into a new compensation plan or arrangement, or modify Mr. Bonnar’s current compensation arrangement, in connection with Mr. Bonnar being designated the Company’s Acting Principal Financial Officer. There are also no family relationships between Mr. Bonnar and any director or executive officer of the Company and Mr. Bonnar has no direct or indirect interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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ITEM 6. EXHIBITS


3.1		Certificate of Incorporation of Metropolitan Bank Holding Corp, as amended (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 4, 2017 (File No. 333-220805)).

3.2		Certificate of Amendment to the Certificate of Incorporation of Metropolitan Bank Holding Corp. (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-3 filed with the Securities and Exchange Commission on March 12, 2021 (File No. 333-254197)).

3.3		Amended and Restated Bylaws of Metropolitan Bank Holding Corp.

31.1		Certification of the Principal Executive Officer of the Corporation, pursuant to Securities Exchange Act Rule 13a-14(a).

31.2		Certification of the Principal Financial Officer of the Corporation, pursuant to Securities Exchange Act Rule 13a-14(a).

32		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Principal Executive Officer of the Corporation and the Principal Financial Officer of the Corporation.

101		INS XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101		SCH XBRL Taxonomy Extension Schema

101		CAL XBRL Taxonomy Extension Calculation Linkbase

101		DEF XBRL Taxonomy Extension Definition Linkbase

101		LAB XBRL Taxonomy Extension Label Linkbase

101		PRE XBRL Taxonomy Extension Presentation Linkbase

104	The cover page from Metropolitan Bank Holding Corp.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in Inline XBRL

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Metropolitan Bank Holding Corp.

Date: November 3, 2023By: /s/ Mark R. DeFazio

Mark R. DeFazio

President and Chief Executive Officer

Date: November 3, 2023By:/s/ G. David Bonnar

G. David Bonnar

Senior Vice President and Acting Principal Financial Officer

EX-3.3 2 mcb-20230930xex3d3.htm EX-3.3 Amended and Restated Bylaws (00307105).DOCX

‌Exhibit 3.3

AMENDED AND RESTATED BYLAWS

METROPOLITAN BANK HOLDING CORP.

(THE “CORPORATION”)

As amended and restated on October 31, 2023

ARTICLE I

SHAREHOLDER MEETINGS

Section 1. Place and Time of Meetings. Meetings of the shareholders may be held at any place, within or without the State of New York, designated by the Board of Directors of the Corporation (the “Board” or the “Board of Directors”) and, in the absence of such designation, shall be held at the office of the Corporation in the State of New York. The Board of Directors shall designate the day and the time of day for each meeting.

Section 2. Annual Meetings. The annual meeting of the shareholders shall be held on such date and at such time and place as the Board of Directors may direct. At the annual meeting the shareholders, voting as provided in the Certificate of Incorporation, shall elect directors, and shall transact such other business as may properly come before them.

Section 3. Special Meetings. A special meeting of the shareholders may be held at any time and for any purpose and may only be called by the President, the Secretary of the Corporation or the Board of Directors, except as may otherwise be required by law.

Section 4. Quorum; Adjourned Meetings. The presence, in person or by proxy, of the holders of a majority of the shares entitled to vote at any annual or special meeting shall constitute a quorum for the transaction of business. Any meeting (whether or not a quorum is present) may be adjourned to a subsequent date, provided notice of the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. If a new record date for the adjourned meeting is fixed, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date, as provided in Section 7 of this Article. At an adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally scheduled. If a quorum is present, the shareholders may continue to transact business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 5. Voting. At any meeting of the shareholders, every shareholder having the right to vote shall be entitled to vote either in person or by proxy authorized by an instrument in writing filed with the Corporation and in accordance with any procedures established for the meeting. Any shareholder directly or indirectly soliciting proxies from other shareholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board of Directors. Any facsimile telecommunication, e-mail delivery of a “.PDF” format data file, or other reliable reproduction of the writing or transmission created pursuant to this paragraph may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication, e-mail or other reproduction shall be a complete reproduction of the entire original writing or transmission.

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No proxy shall be valid after eleven (11) months from the date of its execution except for a proxy coupled with an interest. Each shareholder, unless the Certificate of Incorporation provides otherwise, shall have one vote for each share having voting power registered in his or her name on the books of the Corporation. Upon the demand of any shareholder, the vote upon any question before the meeting shall be by ballot. Other than as to the election of directors, and other than as may be required by the Certificate of Incorporation or law, all questions shall be decided by a majority vote of the number of votes cast for or against such action by the holders of shares entitled to vote thereon.

Section 6. Record Date. The Board of Directors may fix a date, not more than sixty (60) nor less than ten (10) days preceding the date of any meeting of shareholders, as a record date for the determination of the shareholders entitled to notice of, and to vote at, such meeting, and in such case only shareholders of record on the date so fixed shall be entitled to receive such notice and to vote, notwithstanding any transfer of shares on the books of the Corporation after any record date so fixed. The Board of Directors may close the books of the Corporation against the transfer of shares during the whole or any part of such period between such record date and the meeting date. If the Board of Directors fails to fix a record date for determination of the shareholders entitled to notice of, and to vote at, any meeting of shareholders, the record date shall be the sixtieth (60th) day preceding the date of such meeting.

Section 7. Notice of Meetings. There shall be provided to each shareholder, shown by the books of the Corporation to be a holder of record of voting shares, at his or her address as shown by the books of the Corporation, a notice setting out the time and place of each annual meeting and each special meeting, which notice shall be given by any means permitted under applicable law, not less than ten (10) days nor more than sixty (60) days prior thereto unless otherwise required by law. Every notice of any special meeting shall state the purpose or purposes for which the meeting has been called, pursuant to Section 3 of this Article, and the business transacted at all special meetings shall be confined to the purpose or purposes stated in the notice.

Section 8. Meeting Procedures. The Board of Directors shall determine who shall preside as chairperson of any meeting and preside over such meeting. In the absence of such determination, the President of the Corporation shall preside at a shareholders’ meetings, and in the absence of the President, the Chairperson shall preside. The chairperson presiding over the shareholders’ meeting may establish such rules and regulations for the conduct of the meeting as he/she may deem to be reasonably necessary or desirable for the orderly and expeditious conduct of the meeting. In advance of any meeting of shareholders, the Board shall appoint any persons other than nominees for director as inspectors of election to act at such meeting or any adjournment thereof. The number of inspectors shall be either one or three. If the Board so appoints either one or three such inspectors, that appointment shall not be altered at the meeting. In case any person appointed as inspector fails to appear or refuses to act, the vacancy may be filled by appointment by the Board in advance of the meeting or at the meeting by the Chairperson of the Board or the President.

Unless otherwise prescribed by applicable law or regulation, the duties of such inspectors shall include: determining the number of shares of stock and the voting power of each share, the shares of stock represented at the meeting, the existence of a quorum, the authenticity, validity and effect of proxies; receiving votes, ballots or consents; hearing and determining all challenges and questions in any way arising in connection with the right to vote; counting and tabulating all votes or consents; determining the result; and such acts as may be proper to conduct the election or vote with fairness to all stockholders.

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The chairperson of any meeting of shareholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him or her to be appropriate.

Section 9. Waiver of Notice. Any shareholder, or the representative entitled to vote any shares so represented, may waive notice of any shareholder meeting by executing a written waiver of such notice either before, at or after such meeting; provided, however, that the attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting, the lack of notice of such meeting, shall constitute a waiver of notice by him or her.

Section 10. Written Action. Any action which might be taken at a meeting of the shareholders may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon, and in satisfaction of any other requirements of the New York Business Corporation Law, as the same may be amended from time to time.

Section 11. Notice of Nominations and New Business

(a)Nominations of persons for election to the Board of Directors and the proposal of business to be transacted by the shareholders may be made for an annual meeting of shareholders (i) pursuant to the Corporation’s notice with respect to such meeting, (ii) by or at the direction of the Board of Directors, or (iii) by any stockholder of record of the Corporation who was a shareholder of record at the time of the giving of the notice provided for in the following paragraphs, who is entitled to vote at the meeting and who has complied with the notice procedures set forth in this Section 11.

(b)For nominations, including nominations by shareholders pursuant to Rule 14a-19 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or other business to be properly brought before an annual meeting by a shareholder pursuant to clause (iii) of Section 11(a), (1) the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation (the “Notice”), (2) such business must be a proper matter for shareholder action under the New York Business Corporation Law, and (3) the Notice must include the information required hereunder. To be timely, a shareholder’s notice shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not less than ninety (90) days prior to the anniversary date of the Corporation’s proxy materials for the preceding year’s annual meeting of shareholders; provided, however, if the date of the annual meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary of the preceding year’s annual meeting, notice by the shareholder to be timely must be so delivered not later than the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made.

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A shareholder’s Notice must include the following information:

●A statement that the writer is a shareholder and is proposing a candidate for consideration by the Board or is proposing business for the consideration by the shareholders of the Corporation;

●The name and address of the shareholder as they appear on the Corporation’s books, and number of shares of the Corporation’s common stock that are owned beneficially by such shareholder (if the shareholder is not a holder of record, appropriate evidence of the shareholder’s ownership will be required);

●A statement as to whether the shareholder is being compensated, financed or indemnified by any third party for making the proposal;

●As to a nomination for election to the Board, the name, address and contact information for the candidate, and the number of shares of common stock of the Corporation that are owned by the candidate (if the candidate is not a holder of record, appropriate evidence of the shareholder’s ownership should be provided);

●As to a nomination for election to the Board, a statement of the candidate’s business and educational experience, detailed information about any agreement, relationship, arrangement or understanding between the proposing shareholder, any of its respective affiliates or associates and the candidate or others acting in concert with the proposing shareholder (including their identities) in connection with the nomination;

●As to a nomination for election to the Board of Directors, a statement that the candidate is willing to be considered and willing to serve as a director if nominated and elected and such person’s signed, written consent to be named in the proxy materials related to the annual meeting;

●As to a nomination for election to the Board of Directors, a statement that such shareholder will notify the Corporation as promptly as practicable of any determination by the shareholder to no longer solicit proxies in support of the director nominees other than the Corporation’s nominees;

●As to any business that the shareholder proposes to bring before the meeting, a brief description of such business;

●Such other information regarding the candidate or the business proposed as would be required to be included in the proxy statement pursuant to Securities and Exchange Commission Regulation 14A, including as to a proposal for business to be considered, any material interest that the shareholder has with respect to the business being proposed; ●A statement detailing any relationship between the proposing shareholder, any candidate for election to the Board, and any customer, supplier or competitor of the Corporation and its affiliates; and

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●A statement as to whether such shareholder intends to deliver a proxy statement and form of proxy to holders of, in the case of a proposal, at least the percentage of the Corporation’s voting shares as is required by the Exchange Act and the rules and regulations thereunder and as required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the Corporation’s voting shares to elect such nominee or nominees and whether such shareholder intends to solicit proxies in support of director nominees other than the Corporation’s nominees in accordance with the Exchange Act and the rules and regulations promulgated thereunder.

(c)Only persons nominated in accordance with the procedures set forth in this Section 11 shall be eligible to be presented and voted upon at a meeting of shareholders and only such business shall be conducted at an annual meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 11. The chairperson of the meeting shall have the power and the duty to determine whether a nomination or any business proposed to be brought before the meeting has been made in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defectively proposed business or nomination shall not be presented for shareholder action at the meeting and shall be disregarded.

(d)Any shareholder who wishes to and provides notice of their intent to solicit proxies in support of director nominees other than the Corporation’s nominees must satisfy all of the requirements of Rule 14a-19 under the Exchange Act. Unless otherwise required by law, if any shareholder (i) provides notice pursuant to Rule 14a-19(b) under the Exchange Act and (ii) subsequently fails to comply with any requirements of Rule 14a-19 under the Exchange Act or any other rules or regulations thereunder, then the Corporation shall disregard any proxies or votes solicited for such nominee(s) and such nomination(s) shall be disregarded. Any notice provided by any shareholder pursuant to Rule 14a-19 under the Exchange Act must include a statement of the shareholder’s intent to comply with Rule 14a-19 and specifically reference Rule 14a-19(a)(3) under the Exchange Act or otherwise state that such shareholder intends to solicit the holders of shares representing at least sixty-seven percent (67%) of the voting power of the Corporation’s outstanding shares entitled to vote on the election of directors in support of director nominees other than the Corporation’s nominees. In the event of any change with respect to the shareholder’s intent to solicit the holders of shares representing at least sixty-seven percent (67%) of the voting power of the Corporation’s shares entitled to vote on the election of directors in support of director nominees other than the Corporation’s nominees, or with respect to the names of such shareholder nominees, such shareholder must notify the Corporation promptly. Upon request by the Corporation, if a shareholder provides notice of their intent to solicit proxies in support of director nominees other than the Corporation’s nominees in accordance with Rule 14a-19 under the Exchange Act, such shareholder shall deliver to the Corporation, no later than five (5) business days before the applicable meeting of shareholders, reasonable evidence (as determined by the Corporation in good faith) that it has met the requirements of the Exchange Act and the rules and regulations promulgated thereunder, including Rule 14a-19.

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(e)The number of directors that may be nominated by a shareholder pursuant to this Section 11 may not exceed the number of directors eligible for re-election.

(f)In the event that the Corporation receives proxies or votes for disqualified or withdrawn nominees, such votes shall be treated as abstentions.

(g)For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(h)Notwithstanding the foregoing provisions of this Section 11, a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to matters set forth in this Section 11. Nothing in this Section 11 shall be deemed to affect any rights of shareholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or to solicit proxies in support of director nominees other than the Corporation’s nominees pursuant to Rule 14a-19 under the Exchange Act.

ARTICLE II

DIRECTORS

Section 1. General. The property, affairs and business of the Corporation shall be managed under the direction of the Board of Directors, each of whom shall be at least eighteen (18) years of age. The Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute, regulation, the Certificate of Incorporation or these Bylaws directed or required to be exercised or done by the shareholders.

Section 2. Number and Qualifications. The Board of Directors of the Corporation shall consist of not less than five (5) nor more than twenty-five (25) directors, the exact number within such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the full Board of Directors; provided, however, that no decrease in number shall shorten the term of any incumbent director. Each director shall at all times own at least such minimum number of shares as may be required under the applicable guidelines promulgated by the Board of Directors from time to time.

Section 3. Term. The Board of Directors shall be divided into three classes, Class I, Class II and Class III, which shall be as nearly equal in number as possible. Each director shall serve a term ending on the date of the third annual meeting following the annual meeting at which such director was elected.

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Section 4. Organization Meeting. As soon as practicable after each annual election of directors, the Board of Directors shall meet at the office of the Corporation, or at such other place within or without the State of New York as may be designated by the Board of Directors, for the purpose of electing the officers of the Corporation and for the transaction of such other business as shall come before the meeting.

Section 5. Regular Meetings. Regular meetings of the Board of Directors shall be held on such day, at such hour, and at such place, consistent with applicable law, as the Board shall from time to time designate or as may be designated in any notice from the Secretary of the Corporation calling the meeting. Notice need not be given of regular meetings of the Board of Directors which are held at the time and place designated by the Board of Directors.

Section 6. Special Meetings. The Chairperson of the Board (if any) or the President may call and, at the request of any two directors, must call, a special meeting of the Board of Directors.

Section 7. Notice of Meetings. Notice of special meetings of the Board of Directors shall be given at least twenty-four (24) hours in advance thereof by mail, telephone, telegram, facsimile transmission, e-mail, delivery service, or in person, or upon five (5) days’ notice if given by mail.

Section 8. Waiver of Notice. Notice of any meeting of the Board of Directors may be waived by a director either before, at, or after such meeting in a writing signed by such director; provided, however, that a director, by his attendance and participation in any action taken at any meeting of the Board of Directors, shall be deemed to have waived notice of such meeting.

Section 9. Director and Committee Action by Conference Telephone. Any one or more members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board or committee by means of a conference telephone or similar equipment which allows all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at such a meeting.

Section 10. Quorum. A majority of the whole Board of Directors shall constitute a quorum for the transaction of business, except that when a vacancy or vacancies exist, a majority of the remaining directors shall constitute a quorum. At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law.

Section 11. Vacancies. Any vacancy occurring in the Board of Directors (by reason of death, resignation, removal for cause, increase in number pursuant to Section 2 of this Article, or otherwise) may be filled by the affirmative vote of a majority of the Board, unless otherwise required by the Certificate of Incorporation. A director elected to fill a vacancy shall be elected to serve until the next annual meeting of shareholders, regardless of whether the other members of the class to which such director is elected are required to stand for election or re-election at such meeting.

Section 12. Removal. At any meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, but only for cause unless the Certificate of Incorporation permits removal of directors without cause.

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Section 13. Chairperson of the Board. The Board of Directors shall appoint one of its members to be Chairperson of the Board to serve at the pleasure of the Board. He or she shall preside at all meetings of the Board of Directors. In addition to any specific powers conferred by these Bylaws, he or she shall also have and may exercise such further powers and duties as from time to time may be conferred upon or assigned to him or her by the Board of Directors.

Section 14. Secretary to the Board. The Board of Directors may appoint a Secretary to the Board who shall keep the minutes of its meetings instead of the Secretary of the Corporation. The said person need not be a member of the Board of Directors.

Section 15. Compensation. Directors may receive such compensation as may be determined, from time to time by resolution of the Board of Directors. All directors may receive their expenses, if any, of attendance at meetings of the Board of Directors or any committee thereof, if approved by resolution of the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving this Corporation in any other capacity and receiving proper compensation therefore.

Section 16. Eligibility and Mandatory Retirement. No person shall be eligible to be elected or appointed as a director if he or she shall have attained the age of seventy-five (75) years on or prior to the date of his or her election or appointment. This Section 16 shall not apply to individuals who served on the Corporation’s Board of Directors as of October 15, 2017.

Section 17. Director Emeritus Designation. The Board of Directors may, in its discretion, confer upon a director who retires or resigns the designation of “Director Emeritus.” Such designation shall be honorary only and the person so designated shall not have any of the rights or duties of a director. If invited by the Board of Directors, a Director Emeritus may attend a meeting of the Board.

ARTICLE III

COMMITTEES

Section 1. Committees of the Board of Directors.

(a)General Provisions. The Board of Directors may appoint from among its members an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, and such other committees, including an Executive Committee, as the Board of Directors deems necessary or desirable. The Board of Directors may delegate to any committee so appointed any of the powers and authorities of the Board of Directors to the fullest extent permitted by the New York Business Corporation Law and any other applicable law.

(b)Composition. Each committee shall be composed of one or more directors or any other number of members specified in these Bylaws or in the charter under which such committee operates. The Chairperson of the Board may recommend committees, committee memberships, and committee chairs to the Board of Directors. The Nominating and Corporate Governance Committee may also recommend committees, committee memberships, and committee chairs to the Board of Directors pursuant to its charter. The

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Board of Directors shall have the power at any time to appoint the chairperson and the members of any committee, change the membership of any committee, to fill all vacancies on committees, to designate alternate members to replace or act in the place of any absent or disqualified member of a committee, or to dissolve any committee. If the Board of Directors does not appoint the chairperson of any committee, the members of such committee may appoint a chairperson. A member of a committee may resign from that committee at any time by giving written notice of such resignation to the Chairperson of the Board. Unless otherwise specified therein, such resignation from the committee shall take effect upon receipt thereof.

(c)Issuance of Stock. If the Board of Directors has given general authorization for the issuance of stock providing for or establishing a method or procedure for determining the maximum number of shares to be issued, a committee of the Board of Directors, in accordance with that general authorization or any stock option or other plan or program adopted by the Board of Directors, may authorize or fix the terms of stock subject to classification or reclassification and the terms on which any stock may be issued, including all terms and conditions required or permitted to be established or authorized by the Board of Directors. Any committee so designated may exercise the power and authority of the Board of Directors if the resolution that designated the committee or a supplemental resolution of the Board of Directors shall so provide.

Section 2. Conduct of Business. Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; one-third of the members shall constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if a unanimous consent, which sets forth the action, is given in writing or by electronic transmission by each member of the committee and filed in paper or electronic form with the minutes of the proceedings of such committee. The members of any committee may conduct any meeting thereof by conference telephone or other communications equipment in accordance with the provisions of Section 9 of Article II.

Section 3. Executive Committee. An Executive Committee of not fewer than three (3) members may be elected by and from the Board of Directors. The Executive Committee may exercise all of the powers of the Board of Directors when the Board of Directors is not in session, subject at all times to the limitations provided in the New York Business Corporation Law, applicable rules of the SEC or The New York Stock Exchange, and the direction and control of the Board of Directors. Members of the Executive Committee shall serve at the pleasure of the Board of Directors.

ARTICLE IV

OFFICERS

Section 1. Number. The officers of the Corporation shall be a Chairperson of the Board of Directors, a Chief Executive Officer, a President, a Chief Financial Officer, and a Secretary, and such other officers, including a Treasurer, one or more Executive Vice Presidents, one or more Senior Vice Presidents, or one or more Vice Presidents, as the Board of Directors, in its discretion, may deem necessary.

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Any two offices, except those of President and Secretary, may be held by one person.

Section 2. Election, Term of Office, Qualifications. At each organization meeting of the Board of Directors the Board shall elect all of the officers of the Corporation. The President may appoint Vice Presidents, subject to Board ratification. All officers of the Corporation shall hold office until the annual meeting of the Board next succeeding their election to office, or until the election and qualification of their respective successors, unless otherwise determined by the Board.

Section 3. Chairperson of the Board of Directors. The Chairperson of the Board of Directors, if one be elected, shall preside at all meetings of the Board of Directors and he or she shall have and perform such other duties as from time to time may be assigned to him by these Bylaws and the Board of Directors.

Section 4. Chief Executive Officer. The Board of Directors shall appoint one of its members to be the Chief Executive Officer of the Corporation, who may also serve as President. In the absence of the Chairperson, he or she shall preside at meetings of the Board of Directors and at the Annual Meeting of Shareholders. The Chief Executive Officer shall have general executive powers, and shall have and may exercise any and all other powers and duties conferred by these Bylaws and otherwise pertaining by law, regulation or practice to the office of Chief Executive Officer. He or she shall also have and may exercise such further powers and duties as from time to time may be conferred upon, or assigned to, him or her by the Board of Directors.

Section 5. President. The Board of Directors shall appoint one of its members to be President of the Corporation, who may also serve as Chief Executive Officer of the Corporation. He or she shall have general executive powers, and shall have and may exercise any and all other powers and duties conferred by these Bylaws and otherwise pertaining by law, regulation or practice to the office of President. He or she shall also have and may exercise such further powers and duties as from time to time may be conferred upon, or assigned to, him or her by the Board of Directors or the Chief Executive Officer. In the absence of the Chief Executive Officer, he or she shall perform all the duties of the Chief Executive Officer.

Section 6. Vice President (including Executive Vice President and Senior Vice President). Each Vice President shall have such powers and shall perform such duties as may be specified in the Bylaws or prescribed by the Board of Directors or by the Chief Executive Officer or the President. In the event of absence or disability of the President, Vice Presidents shall succeed to his or her power and duties in the order designated by the Board of Directors.

Section 7. Secretary. The Secretary of the Corporation shall keep accurate minutes of all meetings of the shareholders and the Board of Directors, shall give proper notice of meetings of shareholders and directors, and shall perform such other duties and have such other powers as the Board of Directors or the President may from time to time prescribe. However, the Board of Directors may, in its discretion, appoint additionally a Secretary to the Board who shall keep the minutes of its meetings instead of the Secretary of the Corporation.

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Section 8. Chief Financial Officer. The Chief Financial Officer shall have the responsibility for maintaining the financial records of the Corporation. The Chief Financial Officer may be designated the Treasurer. He or she shall make such disbursements of the funds of the Corporation as are authorized and shall render from time to time an account of all such transactions and of the financial condition of the Corporation. He or she shall have power to endorse for deposit all notes, checks and drafts received by the Corporation. The Chief Financial Officer shall also perform such other duties as the Board of Directors, the Chief Executive Officer and the President may from time to time prescribe. Subject to the direction of the Board of Directors, a Treasurer shall have the power to sign all stock certificates.

Section 9. Additional Officers and Agents. The Board of Directors, at its discretion, may appoint one or more assistant treasurers, one or more assistant secretaries, and such other officers or agents as it may deem advisable, and may prescribe the duties of any such officer or agent.

Section 10. Miscellaneous. Unless otherwise directed by the Board of Directors, the Chief Executive Officer, the President or any Officer of the Corporation authorized by the Chief Executive Officer or the President shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of shareholders of or with respect to, any action of shareholders of any other corporation in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other corporation.

ARTICLE V

Section 1. Certificates; Direct Registration System. Shares of stock of the Corporation may be certificated or uncertificated, as provided by the laws of the State of New York.

Section 2. Stock Certificates. Certificates of stock shall bear the seal of the Corporation and the signature of two persons. One shall be the signature of the Chairperson of the Board, the Chief Executive Officer, the President or a Vice President. The other shall be the signature of the Secretary of the Corporation, an Assistant Secretary, the Treasurer, or an Assistant Treasurer. Such signatures may be manual signatures or facsimiles thereof. If the transfer agent or registrar of the Corporation is other than the Corporation, an affiliate or its employee, a certificate bearing facsimile signatures shall be manually countersigned by the transfer agent or registrar of the Corporation, and the requirement for such countersignature by any such independent transfer agent or registrar shall be conspicuously noted on the face of the certificate. Each certificate shall recite on its face that the stock represented thereby is transferable only upon the books of the Corporation upon surrender of the certificate properly endorsed.

Section 3. Uncertificated Shares. Shares may also be evidenced by registration in the holder's name in uncertificated, book-entry form on the books of the Corporation in accordance with a direct registration system approved by the SEC and by any securities exchange on which the stock of the Corporation may from time to time be traded.

Section 4. Transfers. Shares of stock shall be transferable on the books of the Corporation upon receipt by the Corporation or its transfer agent of appropriate documents evidencing such transfer and, in the case of stock represented by a certificate, upon surrender of such certificate.

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Subject to the foregoing, the Board of Directors shall have power and authority to make such rules and regulations as it shall deem necessary or appropriate concerning the issue, transfer, and registration of shares of stock of the Corporation, and to appoint and remove transfer agents and registrars of transfers. A transfer book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall succeed to all rights and liabilities of the prior holder of such shares.

Section 5. Loss of Certificates. Any shareholder claiming loss or destruction of a stock certificate shall make an affidavit of that fact and, unless waived by the Chief Executive Officer, the President, the Chief Financial Officer or Treasurer, shall give the Corporation a bond of indemnity to indemnify the Corporation against any claim which may be made against it on account of the reissue of such certificate, whereupon a new certificate may be issued in the same tenor and for the same number of shares as the one alleged to have been destroyed or lost.

ARTICLE VI

DIVIDENDS

Section 1. Dividends. Subject to the provisions of the Certificate of Incorporation, these Bylaws and applicable law, the Board of Directors may declare dividends at such times and in such amounts as the Board shall deem advisable.

Section 2. Record Date. Subject to applicable law and the provisions of the Certificate of Incorporation, the Board of Directors may fix a date preceding the date fixed for the payment of any dividend or allotment of other rights as the record date for the determination of the shareholders entitled to receive payment of such dividend or allotment of such rights; and in such case only shareholders of record on the date so fixed shall be entitled to receive such payment or allotment notwithstanding any transfer of shares on the books of the Corporation after such record date. The Board of Directors may close the books of the Corporation against the transfer of shares during the whole or any part of such period.

ARTICLE VII

BOOKS AND RECORDS; FISCAL YEAR

Section 1. Books and Records. The Board of Directors of the Corporation shall cause to be kept in the office of the Corporation:

(a)a share register, giving the names and addresses of the shareholders, the number and classes of shares held by each, and the dates on which the certificates therefore were issued; provided that such records may be kept at the offices of the Corporation’s registrar and transfer agent;

(b) records of all proceedings of shareholders and directors;

(c)such other records and books of account as shall be necessary and appropriate to the conduct of the corporate business; and (d) Bylaws of the Corporation and all amendments thereto.

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ARTICLE VIII

INSPECTION OF BOOKS

Section 1. Examination by Shareholders. Every shareholder of the Corporation and every holder of a voting trust certificate shall have the right to examine, in person or by agent or attorney authorized in writing to represent the shareholder, at any reasonable time or times, for any proper purpose, and at the place or places where usually kept, the share register, books of account and records of the proceedings of the shareholders and directors and to make extracts therefrom in accordance with the requirements of the New York Business Corporation Law.

ARTICLE IX

INDEMNIFICATION, CONTRACT WITH THE CORPORATION AND

LIABILITY INSURANCE

Section 1. Indemnification. Any person who at any time shall serve or shall have served as a director or officer of the Corporation, including any such director or officer who, at the request of the Corporation, shall serve or shall have served any other Corporation, association, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise as a director, trustee, officer, employee, or in any other capacity, and the heirs, executors and administrators of such person, shall be indemnified by the Corporation in accordance with and to the fullest extent permitted by New York law, including the Business Corporation Law of the State of New York, as the same exists or may hereafter be amended. This right of indemnification shall include the right of a director or officer to receive payment from the Corporation for expenses incurred in defending or appealing any such action or proceeding in advance of its final disposition; provided that the payment of expenses in advance of the final disposition of an action or proceeding shall be made only upon delivery to the Corporation of an undertaking by or on behalf of the director or officer to repay all amounts so advanced if it should be determined ultimately that the director or officer is not entitled to be indemnified. The foregoing rights of indemnification, reimbursement and advancement shall not be exclusive of other rights to which such person may be entitled.

Section 2. Contract with the Corporation. The provisions of this Article shall be deemed to be a contract between the Corporation and each director and officer of the Corporation who serves in any such capacity at any time while this Article and the relevant provisions of New York law, as the same exists or may hereafter be amended, may be in existence; and any amendment of any such law or of this Article shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.

Section 3. Liability Insurance. The Corporation shall have the power, to the fullest extent permitted by New York law, as the same exists or may hereafter be amended, to purchase and maintain insurance on behalf of any person who is or was a director or officer against any liability asserted against him or her and incurred by him or her in such capacity or arising out of his or her status as such whether or not the Corporation would have the power to indemnify him or her against any such liability under the provisions of this Article.

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ARTICLE X

AMENDMENTS

Section 1. Power to Amend. Subject to Section 2 of this Article, these Bylaws may be amended by a vote of the majority of the whole Board of Directors at any meeting.

Section 2. Shareholder Amendments. Notwithstanding the provisions of Section 1 of this Article, the shareholders may amend or repeal any Bylaw by affirmative vote of fifty percent (50%) or more of the outstanding shares of capital stock of the Corporation entitled to vote generally, cast at any annual meeting or at any special meeting of shareholders called for such purpose.

EX-31.1 3 mcb-20230930xex31d1.htm EX-31.1

Exhibit 31.1

Certification of Principal Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002

I, Mark R. DeFazio, certify that:

I have reviewed this quarterly report on Form 10-Q of Metropolitan Bank Holding Corp.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined Exchange Act Rules l3a-15(f) and 15d-15(f)):

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the Examining Committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 3, 2023/s/ Mark R. DeFazio

Mark R. DeFazio

President and Chief Executive Officer

EX-31.2 4 mcb-20230930xex31d2.htm EX-31.2

Exhibit 31.2

Certification of Principal Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002

I, G. David Bonnar, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Metropolitan Bank Holding Corp.;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined Exchange Act Rules l3a-15(f) and 15d-15(f)):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 3, 2023/s/ G. David Bonnar

G. David Bonnar

Senior Vice President and Acting Principal Financial Officer

EX-32 5 mcb-20230930xex32.htm EX-32

Exhibit 32

Certification of Chief Executive Officer and Acting Principal Financial Officer
Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To
Section 906 of The Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Metropolitan Bank Holding Corp. (the “Company”) for the period ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Mark R. DeFazio, as President and Chief Executive Officer of the Company, and G. David Bonnar, as Senior Vice President and Acting Principal Financial Officer of the Company, each hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 3, 2023/s/ Mark R. DeFazio

Mark R. DeFazio

President and Chief Executive Office

/s/ G. David Bonnar

G. David Bonnar

Senior Vice President and Acting Principal Financial Officer