8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 10, 2017

METROPOLITAN BANK HOLDING CORP.

(Exact name of the registrant as specified in its charter)

New York	001-38282	13-4042724
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

99 Park Avenue
New York, New York	10016
(Address of principal executive offices)	(Zip Code)

(212) 365-6700

(Registrant’s telephone number)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

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. ¨

Item 2.02 Results of Operations and Financial Condition

On November 13, 2017, Metropolitan Bank Holding Corp. (the “Company”), the holding company for Metropolitan Commercial Bank, announced its financial results for the quarter ended September 30, 2017. The press release containing the financial results is included as Exhibit 99.1 and shall not be deemed “filed” for any purpose.

Item 8.01 Other Events

On November 10, 2017, Metropolitan Bank Holding Corp. (the “Company”) issued a press release announcing the completion of its previously announced underwritten public offering of 3,565,000 shares of its common stock, par value $0.01 per share (the “Common Stock”), which included the exercise, in full, of the underwriters’ option, pursuant to the underwriting agreement, dated November 7, 2017, entered into with J.P. Morgan Securities LLC and Keefe, Bruyette & Woods, Inc., as representatives of the several underwriters named therein (the “Offering”). The gross proceeds from the Offering, before deducting the underwriting discounts and other offering expenses, were approximately $124.8 million. The net proceeds, after underwriting discounts and other offering expenses, were approximately $115.0 million. A copy of the press release announcing the completion of the Offering is being filed herewith as Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated November 13, 2017
99.2	Press Release dated November 10, 2017

SIGNATURES

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

	METROPOLITAN BANK HOLDING CORP.
Dated: November 13, 2017	By:      /s/ Mark R. DeFazio
	Mark R. DeFazio
	President and Chief Executive Officer

EX-99.1

Exhibit 99.1

METROPOLITAN BANK HOLDING CORP.

99 Park Avenue, New York, NY  10016    (212) 659-0600    FAX (212) 659-0610

FOR IMMEDIATE RELEASE	Contact:	Sangeeta Kishore
		Executive Vice President
		Chief Financial Officer
		(212) 365-6733

METROPOLITAN BANK HOLDING CORP. REPORTS 165% RISE IN

THIRD QUARTER 2017 NET INCOME

Total Assets Increased to $1.7 Billion as Loans and Deposits Experience Strong Growth

New York, N.Y. – November 13, 2017 – Metropolitan Bank Holding Corp. (“MBHC” or “the Company”), the parent company of Metropolitan Commercial Bank, today announced net income of $3.8 million for the quarter ended September 30, 2017, an increase of $2.4 million, or 165.2%, from the quarter ended September 30, 2016. The 2017 third quarter results also represented a sequential increase in net income of $1.2 million or 45.1% compared with the quarter ended June 30, 2017. Other key financial highlights include:

- Total assets as of September 30, 2017 were $1.7 billion, an increase of $632.4 million, or 57.9%, from September 30, 2016. Total assets were up $136.9 million, or 8.6%, from June 30, 2017.

- For the 2017 third quarter, loans increased to $1.4 billion, up 43.3%, or $417.7 million, from the third quarter 2016. Loans increased $95.7 million, or 7.4% from the 2017 second quarter.

- Total deposits in the third quarter rose to $1.5 billion, an increase of $565.1 million, or 61.2%, since the end of the third quarter 2016, driven by continued strong growth in retail deposit balances. Total deposits grew $159.3 million, or 12.0%, from the second quarter 2017.

- Net interest income increased to $14.0 million for Q3 2017, an increase of 41.4% vs. Q3 2016 and an increase of 18.7% compared to the second quarter of 2017. Net interest margin was 3.57%, 1 basis point higher than at September 30, 2016 and 3 basis points better than at June 30, 2017.

- Debit card issuing revenues were $847 thousand in Q3 2017, a 9.0% increase vs. the same period last year, and an increase of 5.2% as compared to Q2 2017, led by strong growth in existing debit card programs and new third-party programs launched in 2017.

- Earnings per share were $0.82 for the current quarter versus $0.57 for the sequential quarter and $1.94 for the nine months ended September 30, 2017 compared to $0.45 for nine months ended September 30, 2016.

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On November 10, 2017, Metropolitan Bank Holding Corp. completed its initial public offering. The Company issued 3,565,000 shares of its common stock for net proceeds of approximately $115 million.

Mark DeFazio, President and CEO of Metropolitan Bank Holding Corp., stated, “We are very pleased to report our third quarter earnings, our first earnings results as a public company following our initial public offering and listing on the New York Stock Exchange. Our continued growth and increase in earnings were driven by the ongoing success of our entrepreneurial banking model. Our continued emphasis on serving the needs of small-to-midsized businesses and individuals in the New York metropolitan area market led to strong growth in earning assets and non-interest bearing deposits, resulting in increased margin. Our profitability also benefitted from solid expense control and sustained asset quality. We look forward to continued progress for the balance of the year.”

Growing Profitability

Net income for the quarter ended September 30, 2017 was $3.8 million, compared to net income of $1.4 million for the same period of 2016 and net income of $2.6 million in the second quarter of 2017. For the nine months ended September 30, 2017, net income increased by $4.1 million, or 82.2%, to $9.0 million, compared with $4.9 million during the same nine-month period last year.

Net interest income for the 2017 third quarter was $14.0 million, an increase of $4.1 million, or 42.2%, versus the same period last year, primarily due to growth in average interest-earning assets. Average interest-earning assets of $1.37 billion for the 2017 third quarter represent an increase of $315.0 million, or 29.9%, from the 2016 third quarter. Yield on interest-earning assets for the 2017 third quarter was 4.19% percent, compared to 4.16% and 4.09% for Q2 2017 and Q3 2016 respectively.

Average cost of deposits for the third quarter of 2017 decreased by 3 basis points and average cost of funds increased 9 basis points, versus the third quarter 2016 to 0.49% percent and 0.66% percent, respectively.

Net interest margin for the 2017 third quarter was 3.57% versus 3.54% at June 30, 2017 and 3.56% reported in the same period a year ago. On a linked quarter basis, net interest margin increased 3 basis points.

Non-interest income for the 2017 third quarter was $2.2 million, up $0.9 million compared to $1.3 million reported in the 2016 third quarter, primarily due to increase in revenue from service charges and debit card issuing business.

Non-interest expense for the third quarter of 2017 was $8.6 million, an increase of $164 thousand, or 1.9%, versus $8.4 million reported in the 2016 third quarter.

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Balance Sheet Summary

Total assets were $1.7 billion as of September 30, 2017, an increase of $632.4 million, or 57.9%, as compared to September 30, 2016. Total assets increased $136.9 million, or 8.6%, from June 30, 2017. The primary driver of this growth was an increase in total loans outstanding supported by strong growth in non-maturity deposits.

At September 30, 2017, loans accounted for 80.2% of total assets, versus 81.0% at the end of the 2017 second quarter and 88.3% at the end of third quarter 2016. Average loans reached $1.19 billion in the 2017 third quarter, growing $284.2 million, or 31.3%, from the third quarter 2016 and $68.3 million, or 6.1%, from the 2017 second quarter.

Total deposits were $1.49 billion at September 30, 2017, increasing 61.2% from Q3 2016 and increasing 12.0% from Q2 2017. Core deposits, which exclude time deposits greater than $250,000, were $1.45 billion or 97.6% of total deposits as of September 30, 2017, compared to $1.31 billion, or 98.3% of total deposits, and $903 million, or 97.8% of total deposits, as of June 30, 2017 and September 30, 2016, respectively, led by robust growth in demand deposit and money market accounts.

Borrowed funds were $64.4 million for the third quarter, a decline of $30.1 million from the second quarter 2017. Borrowed funds represented 3.73% of total assets at September 30, 2017 vs. 5.95% and 3.58% of total assets at June 30, 2017 and September 30, 2016, respectively.

Credit Quality

Classified assets were 0.60% of total loans as of September 30, 2017 vs. 0.45% and 0.17% at June 30, 2017 and September 30, 2016, respectively. Non-performing loans were $7.1 million at September 30, 2017, versus $4.6 million at June 30, 2017 and $424 thousand at September 30, 2016. Non-performing loans were 0.51%, 0.36% and 0.04% of total loans at September 30, 2017, June 30, 2017 and September 30, 2016, respectively. The increase was largely attributable to the addition of one fully collateralized residential mortgage in the non-accrual category. The bank expects full repayment on the loan.

The allowance for loan losses is at 1.09% of the loan portfolio. Non-performing loans represented 47.1% of the allowance for loan losses at September 30, 2017 vs. 32.8% and 3.7% as of June 30, 2017 and September 30, 2016, respectively.

Capital Strength

Stockholders’ equity increased $9.0 million to $119.0 million at September 30, 2017 vs. a year ago, and rose $4.0 million from June 30, 2017. The Company’s capital ratios at September 30, 2017 continue to exceed all regulatory minimums and the Bank remains categorized as “well-capitalized”.

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ABOUT METROPOLITAN BANK HOLDING CORP.

Metropolitan Bank Holding Corp. is a New York City-based single-bank holding company and operates a New York State-chartered commercial bank, Metropolitan Commercial Bank (the Bank). The Bank provides a broad range of business, commercial and personal banking products and services to small and middle-market businesses, public entities and affluent individuals in the New York metropolitan area. Founded in 1999, the Bank is headquartered in New York City and operates five locations in Manhattan, Brooklyn and Great Neck, Long Island. The Bank is also an active issuer of debit cards for third-party debit card programs.

Cautionary Statement about Forward-Looking Statements

This release contains certain “forward-looking statements” about MBHC which, to the extent applicable, are intended to be covered by the safe harbor for forward-looking statements provided under Federal securities laws and, regardless of such coverage, you are cautioned about. Examples of forward-looking statements include but are not limited to MBHC’s financial condition and capital ratios, results of operations and MBHC’s outlook and business. Forward-looking statements are not historical facts. Such statements may be identified by the use of such words as “may”, “believe”, “expect”, “anticipate”, “plan”, “continue”, or similar terminology. These statements relate to future events or our future financial performance and involve risks and uncertainties that may cause our actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we caution you not to place undue reliance on these forward-looking statements. Factors which may cause our forward-looking statements to be materially inaccurate include, but are not limited to, an unexpected deterioration in our loan portfolio, unexpected increases in our expenses, greater than anticipated growth, unanticipated regulatory action, unexpected changes in interest rates, an unanticipated loss of key personnel, an unanticipated loss of existing customers, competition from other institutions resulting in unanticipated changes in our loan or deposit rates, unanticipated increases in FDIC insurance costs and unanticipated adverse changes in our customers’ economic conditions or economic conditions in our local area in general.

Forward-looking statements speak only as of the date of this release. We do not undertake any obligation to update or revise any forward-looking statement, whether the result of new information, future events or otherwise.

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METROPOLITAN BANK HOLDING CORP.

SELECTED FINANCIAL HIGHLIGHTS

DATA at END of PERIODS

(Unaudited)

$'s in Thousands

	September 30,			June 30,			September 30,
	2017			2017			2016
Total Loans	$	1,381,649		$	1,285,976		$	963,914
Allowance for loan losses		15,075			13,909			11,497
Non-performing Assets		7,093			4,568			424
Securities available for sale		33,922			35,610			40,308
Securities held to maturity		5,681			5,968			6,970
Total Assets		1,723,657			1,586,774			1,091,334
Total Deposits		1,488,643			1,329,298			923,588
Total Borrowings		64,370			94,422			39,115
Total Stockholders' equity		118,959			114,979			109,968
Capital Ratios - Metropolitan Commercial Bank
Tier 1 Leverage		9.32	%		10.21	%		10.71	%
Tier 1 Risk-based		10.77	%		11.29	%		12.66	%
Total Risk-based		11.85	%		12.38	%		13.91	%
Common Equity Tier 1		10.77	%		11.29	%		12.66	%
* Estimated
Performance Ratios - Metropolitan Bank Holding Corporation
ROAA		0.84	%		0.78	%		0.62	%
ROAE		10.59	%		9.26	%		7.87	%
Net Interest margin		3.57	%		3.54	%		3.56	%
Cost of funds		0.66	%		0.65	%		0.57	%
EPS, nine months ended, September 30, 2017	$	1.94		$	1.12		$	0.45

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METROPOLITAN BANK HOLDING CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,		June 30,		September 30,		September 30,		September 30,
	2017		2017		2016		2017		2016
Interest Income
Investments	$	863,639	$	680,239	$	403,238	$	2,118,411	$	1,350,410
Loans		14,985,788		13,058,814		10,751,808		39,670,811		30,395,772
Earned loan fees		551,069		308,074		169,375		1,100,068		477,823
Total interest income		16,400,496		14,047,127		11,324,420		42,889,290		32,224,004
Interest expense
Deposits		1,587,469		1,468,377		1,274,383		4,315,126		3,620,357
Borrowed funds		849,381		813,051		232,003		2,062,146		964,760
Total interest expense		2,436,850		2,281,428		1,506,386		6,377,272		4,585,117
Interest margin		13,963,646		11,765,699		9,818,034		36,512,018		27,638,887
Provision for loan losses		1,200,000		1,790,000		190,453		3,560,000		2,000,453
Net interest margin		12,763,646		9,975,699		9,627,581		32,952,018		25,638,434
Non-interest income
Loan fees		314,508		163,852		276,442		620,928		843,331
Prepaid and debit card fees		847,035		804,869		776,755		2,440,221		2,097,981
Other income		1,071,903		603,877		267,382		1,990,761		1,194,115
Non-interest income		2,233,446		1,572,598		1,320,579		5,051,910		4,135,427
Non-interest expense
Compensation & benefits		4,846,625		4,263,916		5,640,348		13,687,687		13,437,091
Occupancy		1,045,595		1,008,647		974,868		3,106,592		2,860,424
Professional fees		950,619		455,637		406,640		1,800,043		1,184,240
Data processing		502,011		353,728		239,122		1,164,119		805,740
FDIC Insurance		348,996		104,997		182,454		623,635		506,578
Other expenses		896,542		953,862		983,049		2,584,296		2,537,474
Total non-interest expense		8,590,388		7,140,787		8,426,481		22,966,372		21,331,547
Income before income taxes		6,406,704		4,407,510		2,521,679		15,037,556		8,442,313
Provision for income taxes		2,562,200		1,757,300		1,072,100		5,993,500		3,478,200
Net Income	$	3,844,504	$	2,650,210	$	1,449,579	$	9,044,056	$	4,964,113

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EX-99.2

Exhibit 99.2

99 Park Avenue	212-659-0638
4th Floor	facsimile 212-659-0610
New York, NY 10016	www.MetropolitanBankNY.com

 

Contact: Ed Nebb, (203) 972-8350	For Immediate Release
IR@MetropolitanBankNY.com

Metropolitan Bank Holding Corp. Announces Completion of Initial Public Offering of Common Stock

NEW YORK, NEW YORK (November 10, 2017) – Metropolitan Bank Holding Corp. (NYSE: MCB) (“Metropolitan”) today announced that it has completed its initial public offering of 3,565,000 shares of its common stock, par value $0.01 per share, at a public offering price of $35.00 per share, which included the exercise of the underwriters’ option to purchase an additional 465,000 shares of Metropolitan common stock. The offering resulted in gross proceeds to Metropolitan of approximately $124.8 million. The net proceeds to Metropolitan, after deducting the underwriting discount and estimated offering expenses, are approximately $115.0 million.

Metropolitan’s common stock now trades on the New York Stock Exchange under the symbol “MCB.”

J.P. Morgan and Keefe, Bruyette & Woods, Inc., acted as joint book running managers of the offering and as representatives of the underwriters. The Company was represented by Luse Gorman, PC. The underwriters were represented by Davis Polk & Wardwell LLP.

About Metropolitan Bank Holding Corp.

Metropolitan Bank Holding Corp. is the holding company for Metropolitan Commercial Bank^®, The Entrepreneurial Bank. Headquartered in New York City, the Bank operates full-service banking centers in Manhattan, Boro Park, Brooklyn and Great Neck, Long Island. Metropolitan Commercial Bank is a New York State chartered commercial bank, a FDIC member and an equal opportunity lender.

Cautionary Note Regarding Forward-Looking Statements

This press release includes “forward-looking statements,” including with respect to the initial public offering. Forward-looking statements are subject to many risks and uncertainties, including, but not limited to: changes in business plans as circumstances warrant; changes in general economic, business and political conditions, including changes in the financial markets; and other risks detailed in the “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors” and other sections of the registration statement filed with the SEC. Potential investors should note that the forward-looking statements included in this press release are not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “might,” “should,” “could,” “predict,” “potential,” “believe,” “expect,” “attribute,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “goal,” “target,” “outlook,” “aim,” “would,” “annualized” and “outlook,” or similar terminology. Any forward-looking statements presented herein are made only as of the date of this press release, and Metropolitan Bank Holding Corp. does not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise, except as may be required by law.