|
New York
|
| |
82-1340349
|
|
|
(State or other jurisdiction of
incorporation or organization) |
| |
(I.R.S. Employer
Identification Number) |
|
|
99 Park Avenue, New York, New York
|
| |
10016
|
|
|
(Address of principal executive offices)
|
| |
(Zip Code)
|
|
|
Title of each class
|
| |
Name of each exchange on which registered
|
|
|
Common Stock, $0.01 par value
|
| |
New York Stock Exchange
|
|
|
Large accelerated filer
☐
|
| |
Accelerated filer
☐
|
|
|
Non-accelerated filer
☒
|
| |
Smaller reporting company
☐
|
|
| (Do not check if a smaller reporting company) | | |
Emerging growth company
☒
|
|
| PART I | | | | | | | |
| | | | | 2 | | | |
| | | | | 24 | | | |
| | | | | 39 | | | |
| | | | | 39 | | | |
| | | | | 40 | | | |
| | | | | 40 | | | |
| PART II | | | | | | | |
| | | | | 41 | | | |
| | | | | 43 | | | |
| | | | | 45 | | | |
| | | | | 63 | | | |
| | | | | 65 | | | |
| | | | | 65 | | | |
| | | | | 65 | | | |
| | | | | 65 | | | |
| PART III | | | | | | | |
| | | | | 66 | | | |
| | | | | 66 | | | |
| | | | | 66 | | | |
| | | | | 66 | | | |
| | | | | 66 | | | |
| PART IV | | | | | | | |
| | | | | 66 | | | |
| | | | | 67 | | | |
| | | | | 116 | | |
| | |
Price Per Share
|
| |||||||||
| | |
2017
|
| |||||||||
| | |
High
|
| |
Low
|
| ||||||
Fourth quarter (from November 8th, 2017)
|
| | | $ | 50.03 | | | | | $ | 36.99 | | |
Plan
|
| |
Number of securities to
be issued upon exercise of outstanding options and rights |
| |
Weighted average
exercise price |
| |
Number of securities
remaining available for issuance under plan |
| |||||||||
Equity compensation plans approved by stockholders
|
| | | | 271,500 | | | | | $ | 19.97 | | | | | | 823,629 | | |
Equity compensation plans not approved by stockholders
|
| | | | — | | | | | | — | | | | | | — | | |
| | |
At December 31,
|
| |||||||||||||||
| | |
2017
|
| |
2016
|
| |
2015
|
| |||||||||
Selected Financial Condition Data: | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 261,231 | | | | | $ | 82,931 | | | | | $ | 65,647 | | |
Investment securities available for sale
|
| | | | 32,157 | | | | | | 37,329 | | | | | | 47,467 | | |
Investment securities held to maturity
|
| | | | 5,428 | | | | | | 6,500 | | | | | | 4,974 | | |
Loans, net
|
| | | | 1,405,009 | | | | | | 1,042,731 | | | | | | 810,356 | | |
Premises and equipment, net
|
| | | | 6,268 | | | | | | 5,035 | | | | | | 4,640 | | |
FRB stock, at cost
|
| | | | 3,911 | | | | | | 3,239 | | | | | | 2,384 | | |
FHLB stock, at cost
|
| | | | 2,766 | | | | | | 4,349 | | | | | | 5,022 | | |
Accrued interest receivable
|
| | | | 4,421 | | | | | | 2,735 | | | | | | 2,301 | | |
Goodwill
|
| | | | 9,733 | | | | | | 9,733 | | | | | | 9,733 | | |
Other assets
|
| | | | 28,931 | | | | | | 25,719 | | | | | | 12,264 | | |
Total Assets
|
| | | $ | 1,759,855 | | | | | $ | 1,220,301 | | | | | $ | 964,788 | | |
Deposits
|
| | | $ | 1,404,355 | | | | | $ | 993,780 | | | | | $ | 766,039 | | |
FHLB Advances
|
| | | | 42,198 | | | | | | 78,418 | | | | | | 96,147 | | |
Trust preferred securities payable
|
| | | | 20,620 | | | | | | 20,620 | | | | | | 20,620 | | |
Subordinated notes payable, net of issuance costs
|
| | | | 24,489 | | | | | | — | | | | | | — | | |
Other liabilities
|
| | | | 31,309 | | | | | | 17,992 | | | | | | 6,030 | | |
Total Liabilities
|
| | | $ | 1,522,971 | | | | | $ | 1,110,810 | | | | | $ | 888,836 | | |
Total Equity
|
| | | $ | 236,884 | | | | | $ | 109,491 | | | | | $ | 75,952 | | |
|
| | |
For the Year Ended December 31,
|
| |||||||||||||||
| | |
2017
|
| |
2016
|
| |
2015
|
| |||||||||
Selected Income Statement Data: | | | | | | | | | | | | | | | | | | | |
Interest and dividend income
|
| | | $ | 60,753 | | | | | $ | 44,155 | | | | | $ | 32,682 | | |
Interest expense
|
| | | | 8,671 | | | | | | 6,089 | | | | | | 5,260 | | |
Net interest income
|
| | | | 52,082 | | | | | | 38,066 | | | | | | 27,422 | | |
Provision for loan losses
|
| | | | 7,059 | | | | | | 8,060 | | | | | | 2,015 | | |
Net interest income after provision for loan losses
|
| | | | 45,023 | | | | | | 30,006 | | | | | | 25,407 | | |
Noninterest income
|
| | | | 11,300 | | | | | | 5,423 | | | | | | 4,498 | | |
Noninterest expense
|
| | | | 32,745 | | | | | | 27,371 | | | | | | 23,077 | | |
Income before income tax expense
|
| | | | 23,578 | | | | | | 8,058 | | | | | | 6,828 | | |
Income tax expense
|
| | | | 11,209 | | | | | | 3,045 | | | | | | 2,559 | | |
Net income
|
| | | $ | 12,369 | | | | | $ | 5,013 | | | | | $ | 4,269 | | |
|
| | |
At December 31,
|
| |||||||||||||||
| | |
2017
|
| |
2016
|
| |
2015
|
| |||||||||
Selected Ratios: | | | | | | | | | | | | | | | | | | | |
Performance Ratios | | | | | | | | | | | | | | | | | | | |
Return on average assets
|
| | | | 0.81% | | | | | | 0.46% | | | | | | 0.50% | | |
Return on average equity
|
| | | | 9.27 | | | | | | 5.56 | | | | | | 6.21 | | |
Net interest spread
|
| | | | 2.94 | | | | | | 3.53 | | | | | | 3.33 | | |
Net interest margin
|
| | | | 3.54 | | | | | | 3.26 | | | | | | 3.07 | | |
Average interest-earning assets to average interest-bearing liabilities
|
| | | | 198.12 | | | | | | 158.74 | | | | | | 139.52 | | |
Dividend payout ratio
|
| | | | 0.00 | | | | | | 0.00 | | | | | | 0.00 | | |
Non-interest expense/average assets
|
| | | | 2.15 | | | | | | 2.49 | | | | | | 2.71 | | |
Efficiency ratio
|
| | | | 51.66 | | | | | | 62.94 | | | | | | 72.29 | | |
Average equity to average total asset ratio
|
| | | | 8.76 | | | | | | 8.22 | | | | | | 8.06 | | |
Basic: Earnings/share
|
| | | | 2.40 | | | | | | 0.43 | | | | | | 1.54 | | |
Diluted: Earnings/share
|
| | | | 2.34 | | | | | | 0.43 | | | | | | 1.54 | | |
Asset Quality Ratios | | | | | | | | | | | | | | | | | | | |
Non-Performing loans to total loans
|
| | | | 0.24 | | | | | | 0.35 | | | | | | 0.25 | | |
Allowance for loan losses to total loans
|
| | | | 1.05 | | | | | | 1.12 | | | | | | 1.21 | | |
Non-performing loans to total assets
|
| | | | 0.19 | | | | | | 0.30 | | | | | | 0.22 | | |
Allowance for loan losses to non-performing loans
|
| | | | 439.21 | | | | | | 322.82 | | | | | | 478.38 | | |
Capital Ratios | | | | | | | | | | | | | | | | | | | |
The Company: | | | | | | | | | | | | | | | | | | | |
Tier 1 leverage ratio
|
| | | | 13.71 | | | | | | 10.49 | | | | | | 9.34 | | |
Common equity tier 1
|
| | | | 15.33 | | | | | | 10.80 | | | | | | 10.44 | | |
Total risk-based capital ratio
|
| | | | 19.90 | | | | | | 12.45 | | | | | | 11.98 | | |
Tier 1 risk-based capital ratio
|
| | | | 17.09 | | | | | | 11.32 | | | | | | 10.93 | | |
Metropolitan Commercial Bank: | | | | | | | | | | | | | | | | | | | |
Tier 1 leverage ratio
|
| | | | 14.71 | | | | | | 10.41 | | | | | | 9.26 | | |
Common equity tier 1
|
| | | | 18.40 | | | | | | 11.25 | | | | | | 10.83 | | |
Total risk-based capital ratio
|
| | | | 19.40 | | | | | | 12.38 | | | | | | 12.08 | | |
Tier 1 risk-based capital ratio
|
| | | | 18.40 | | | | | | 11.25 | | | | | | 10.83 | | |
| | |
For the Year ended December 31,
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
2017
|
| |
2016
|
| |
2015
|
| |||||||||||||||||||||||||||||||||||||||||||||
| | |
Average
Outstanding Balance |
| |
Interest
|
| |
Yield/
Rate |
| |
Average
Outstanding Balance |
| |
Interest
|
| |
Yield/
Rate |
| |
Average
Outstanding Balance |
| |
Interest
|
| |
Yield/
Rate |
| |||||||||||||||||||||||||||
Interest-earning assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans
|
| | | $ | 1,244,194 | | | | | $ | 57,075 | | | | | | 4.59% | | | | | $ | 931,207 | | | | | $ | 42,360 | | | | | | 4.56% | | | | | $ | 704,080 | | | | | $ | 31,110 | | | | | | 4.42% | | |
Available-for-sale securities
|
| | | | 35,085 | | | | | | 720 | | | | | | 2.05 | | | | | | 41,836 | | | | | | 795 | | | | | | 1.90 | | | | | | 52,402 | | | | | | 999 | | | | | | 1.91 | | |
Held-to-maturity securities
|
| | | | 5,963 | | | | | | 123 | | | | | | 2.06 | | | | | | 6,215 | | | | | | 121 | | | | | | 1.95 | | | | | | 2,551 | | | | | | 56 | | | | | | 2.20 | | |
Other interest-earning assets
|
| | | | 195,805 | | | | | | 2,835 | | | | | | 1.45 | | | | | | 85,186 | | | | | | 879 | | | | | | 1.03 | | | | | | 65,230 | | | | | | 517 | | | | | | 0.79 | | |
Total interest-earning assets
|
| | | | 1,481,047 | | | | | | 60,753 | | | | | | 4.10 | | | | | | 1,064,444 | | | | | | 44,155 | | | | | | 4.16 | | | | | | 824,263 | | | | | | 32,682 | | | | | | 3.97 | | |
Noninterest-earning assets
|
| | | | 58,477 | | | | | | | | | | | | | | | | | | 43,918 | | | | | | | | | | | | | | | | | | 37,217 | | | | | | | | | | | | | | |
Allowance for loan losses
|
| | | | (15,322) | | | | | | | | | | | | | | | | | | (11,131) | | | | | | | | | | | | | | | | | | (8,706) | | | | | | | | | | | | | | |
Total assets
|
| | | $ | 1,524,202 | | | | | | | | | | | | | | | | | $ | 1,097,231 | | | | | | | | | | | | | | | | | $ | 852,774 | | | | | | | | | | | | | | |
Interest-bearing liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Money market and savings accounts
|
| | | $ | 561,733 | | | | | $ | 4,840 | | | | | | 0.86% | | | | | $ | 501,619 | | | | | $ | 3,674 | | | | | | 0.73% | | | | | $ | 395,878 | | | | | $ | 2,679 | | | | | | 0.68% | | |
Certificates of deposit
|
| | | | 80,130 | | | | | | 1,033 | | | | | | 1.29 | | | | | | 101,950 | | | | | | 1,203 | | | | | | 1.18 | | | | | | 109,921 | | | | | | 1,126 | | | | | | 1.02 | | |
Total interest-bearing deposits
|
| | | | 641,863 | | | | | | 5,873 | | | | | | 0.91 | | | | | | 603,569 | | | | | | 4,877 | | | | | | 0.80 | | | | | | 505,799 | | | | | | 3,805 | | | | | | 0.75 | | |
Borrowed funds
|
| | | | 105,684 | | | | | | 2,798 | | | | | | 2.61 | | | | | | 69,840 | | | | | | 1,212 | | | | | | 1.74 | | | | | | 79,006 | | | | | | 1,455 | | | | | | 1.84 | | |
Total interest-bearing liabilities
|
| | | | 747,547 | | | | | | 8,671 | | | | | | 1.16 | | | | | | 673,409 | | | | | | 6,089 | | | | | | 0.90 | | | | | | 584,805 | | | | | | 5,260 | | | | | | 0.90 | | |
Noninterest-bearing deposits
|
| | | | 607,743 | | | | | | | | | | | | | | | | | | 313,594 | | | | | | | | | | | | | | | | | | 183,901 | | | | | | | | | | | | | | |
Other non-interest bearing liabilities
|
| | | | 35,450 | | | | | | | | | | | | | | | | | | 20,022 | | | | | | | | | | | | | | | | | | 15,319 | | | | | | | | | | | | | | |
Total liabilities
|
| | | | 1,390,740 | | | | | | | | | | | | | | | | | | 1,007,025 | | | | | | | | | | | | | | | | | | 784,025 | | | | | | | | | | | | | | |
Equity
|
| | | | 133,462 | | | | | | | | | | | | | | | | | | 90,206 | | | | | | | | | | | | | | | | | | 68,749 | | | | | | | | | | | | | | |
Total liabilities and equity
|
| | | $ | 1,524,202 | | | | | | | | | | | | | | | | | $ | 1,097,231 | | | | | | | | | | | | | | | | | $ | 852,774 | | | | | | | | | | | | | | |
Net interest income
|
| | | | | | | | | $ | 52,082 | | | | | | | | | | | | | | | | | $ | 38,066 | | | | | | | | | | | | | | | | | $ | 27,422 | | | | | | | | |
Net interest rate spread(1)
|
| | | | | | | | | | | | | | | | 2.94% | | | | | | | | | | | | | | | | | | 3.26% | | | | | | | | | | | | | | | | | | 3.07% | | |
Net interest-earning assets(2)
|
| | | $ | 733,500 | | | | | | | | | | | | | | | | | $ | 391,035 | | | | | | | | | | | | | | | | | $ | 239,458 | | | | | | | | | | | | | | |
Net interest margin(3)
|
| | | | | | | | | | | | | | | | 3.54% | | | | | | | | | | | | | | | | | | 3.57% | | | | | | | | | | | | | | | | | | 3.36% | | |
Average interest-earning assets to interest-bearing liabilities
|
| | | | 198.12% | | | | | | | | | | | | | | | | | | 158.74% | | | | | | | | | | | | | | | | | | 139.52% | | | | | | | | | | | | | | |
| | |
At December 31,
|
| |||||||||||||||||||||||||||||||||
| | |
2017 over 2016
|
| |
2016 over 2015
|
| ||||||||||||||||||||||||||||||
| | |
Increase (Decrease)
Due to |
| |
Total
Increase (Decrease) |
| |
Increase (Decrease)
Due to |
| |
Total
Increase (Decrease) |
| ||||||||||||||||||||||||
| | |
Volume
|
| |
Rate
|
| |
Volume
|
| |
Rate
|
| ||||||||||||||||||||||||
Interest-earning assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans
|
| | | $ | 14,457 | | | | | $ | 258 | | | | | $ | 14,715 | | | | | $ | 10,235 | | | | | $ | 1,017 | | | | | $ | 11,252 | | |
Available-for-sale securities
|
| | | | (82) | | | | | | (40) | | | | | | (122) | | | | | | (213) | | | | | | 9 | | | | | | (204) | | |
Held-to-maturity securities
|
| | | | (2) | | | | | | 4 | | | | | | 2 | | | | | | — | | | | | | — | | | | | | — | | |
Other interest-earning assets
|
| | | | 1,502 | | | | | | 501 | | | | | | 2,003 | | | | | | 216 | | | | | | 209 | | | | | | 425 | | |
Total interest-earning assets
|
| | | $ | 15,875 | | | | | $ | 723 | | | | | $ | 16,598 | | | | | $ | 10,238 | | | | | $ | 1,235 | | | | | $ | 11,473 | | |
Interest-bearing liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Money market and savings accounts
|
| | | $ | 469 | | | | | $ | 697 | | | | | $ | 1,166 | | | | | $ | 760 | | | | | $ | 235 | | | | | $ | 995 | | |
Certificates of deposit
|
| | | | (299) | | | | | | 129 | | | | | | (170) | | | | | | (71) | | | | | | 148 | | | | | | 77 | | |
Total deposits
|
| | | | 170 | | | | | | 826 | | | | | | 996 | | | | | | 689 | | | | | | 383 | | | | | | 1,072 | | |
FHLB Advances
|
| | | | 803 | | | | | | 783 | | | | | | 1,586 | | | | | | (164) | | | | | | (79) | | | | | | (243) | | |
Total interest-bearing liabilities
|
| | | | 973 | | | | | | 1,609 | | | | | | 2,582 | | | | | | 525 | | | | | | 304 | | | | | | 829 | | |
Change in net interest income
|
| | | $ | 14,902 | | | | | $ | (886) | | | | | $ | 14,016 | | | | | $ | 9,713 | | | | | $ | 931 | | | | | $ | 10,644 | | |
|
| | |
At December 31,
|
| |||||||||||||||||||||||||||||||||
| | |
2017
|
| |
2016
|
| |
2015
|
| |||||||||||||||||||||||||||
| | |
Amortized
Cost |
| |
Fair
Value |
| |
Amortized
Cost |
| |
Fair
Value |
| |
Amortized
Cost |
| |
Fair
Value |
| ||||||||||||||||||
Available-for-sale | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Residential mortgage-backed securities
|
| | | $ | 24,856 | | | | | $ | 24,684 | | | | | $ | 29,152 | | | | | $ | 29,027 | | | | | $ | 39,679 | | | | | $ | 39,794 | | |
Residential collateralized mortgage obligations
|
| | | | 2,809 | | | | | | 2,706 | | | | | | 5,233 | | | | | | 5,103 | | | | | | 4,560 | | | | | | 4,449 | | |
Commercial mortgage backed by government sponsored agencies
|
| | | | 1,581 | | | | | | 1,550 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Municipal bond
|
| | | | 1,098 | | | | | | 1,109 | | | | | | 1,122 | | | | | | 1,136 | | | | | | 1,145 | | | | | | 1,174 | | |
CRA mutual fund
|
| | | | 2,160 | | | | | | 2,108 | | | | | | 2,115 | | | | | | 2,063 | | | | | | 2,068 | | | | | | 2,050 | | |
Total securities available-for-sale
|
| | | $ | 32,504 | | | | | $ | 32,157 | | | | | $ | 37,622 | | | | | $ | 37,329 | | | | | $ | 47,452 | | | | | $ | 47,467 | | |
Held-to-maturity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Residential mortgage-backed securities
|
| | | $ | 5,403 | | | | | $ | 5,305 | | | | | $ | 6,475 | | | | | $ | 6,394 | | | | | $ | 4,877 | | | | | $ | 4,873 | | |
Foreign government securities
|
| | | | 25 | | | | | | 25 | | | | | | 25 | | | | | | 25 | | | | | | 97 | | | | | | 97 | | |
Total securities held-to-maturity
|
| | | $ | 5,428 | | | | | $ | 5,330 | | | | | $ | 6,500 | | | | | $ | 6,419 | | | | | $ | 4,974 | | | | | $ | 4,970 | | |
|
| | |
One Year or Less
|
| |
More than One Year
to Five Years |
| |
More than Five
to Ten Years |
| |
More than
Ten Years |
| |
Total
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Amortized
Cost |
| |
Weighted
Average Yield |
| |
Amortized
Cost |
| |
Weighted
Average Yield |
| |
Amortized
Cost |
| |
Weighted
Average Yield |
| |
Amortized
Cost |
| |
Weighted
Average Yield |
| |
Amortized
Cost |
| |
Fair
Value |
| |
Weighted
Average Yield |
| |||||||||||||||||||||||||||||||||
Available-for-sale | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Residential mortgage-backed securities
|
| | | $ | — | | | | | | —% | | | | | $ | — | | | | | | —% | | | | | $ | 14,227 | | | | | | 2.31% | | | | | $ | 10,629 | | | | | | 2.05% | | | | | $ | 24,856 | | | | | $ | 24,684 | | | | | | 2.20% | | |
Residential collateralized mortgage
obligations |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,809 | | | | | | 1.47 | | | | | | — | | | | | | — | | | | | | 2,809 | | | | | | 2,706 | | | | | | 1.47 | | |
Commercial mortgage backed securities guaranteed by U.S. government sponsored agencies
|
| | | | — | | | | | | — | | | | | | 1,581 | | | | | | 1.47 | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 1,581 | | | | | | 1,550 | | | | | | 1.47 | | |
Municipal bond
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,098 | | | | | | 3.94 | | | | | | 1,098 | | | | | | 1,109 | | | | | | 3.94 | | |
CRA mutual fund(1)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,160 | | | | | | 2,108 | | | | | | 2.27 | | |
Total securities available-for-sale
|
| | | $ | — | | | | | | — | | | | | $ | 1,581 | | | | | | 1.47% | | | | | $ | 17,036 | | | | | | 2.17% | | | | | $ | 11,727 | | | | | | 2.23% | | | | | $ | 32,504 | | | | | $ | 32,157 | | | | | | 2.10% | | |
Held-to-maturity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Residential mortgage-backed securities
|
| | | $ | — | | | | | | —% | | | | | $ | — | | | | | | —% | | | | | $ | — | | | | | | —% | | | | | $ | 5,403 | | | | | | 2.06% | | | | | $ | 5,403 | | | | | $ | 5,305 | | | | | | 2.06% | | |
Foreign government securities
|
| | | | — | | | | | | — | | | | | | 25 | | | | | | 1.83 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 25 | | | | | | 25 | | | | | | 1.83 | | |
Total securities held-to-maturity
|
| | | $ | — | | | | | | —% | | | | | $ | 25 | | | | | | 1.83% | | | | | $ | — | | | | | | —% | | | | | $ | 5,403 | | | | | | 2.06% | | | | | $ | 5,428 | | | | | $ | 5,330 | | | | | | 2.06% | | |
|
| | |
At December 31,
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
2017
|
| |
2016
|
| |
2015
|
| |
2014
|
| |
2013
|
| |||||||||||||||||||||||||||||||||||||||||||||
| | |
Loan
Balance |
| |
% of
Total loans |
| |
Loan
Balance |
| |
% of
Total loans |
| |
Loan
Balance |
| |
% of
Total loans |
| |
Loan
Balance |
| |
% of
Total loans |
| |
Loan
Balance |
| |
% of
Total loans |
| ||||||||||||||||||||||||||||||
Real Estate: | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commercial
|
| | | $ | 783,745 | | | | | | 55.15% | | | | | $ | 547,711 | | | | | | 51.88% | | | | | $ | 364,802 | | | | | | 44.40% | | | | | $ | 295,347 | | | | | | 46.52% | | | | | $ | 284,187 | | | | | | 56.58% | | |
Construction
|
| | | | 36,960 | | | | | | 2.60 | | | | | | 29,447 | | | | | | 2.79 | | | | | | 38,447 | | | | | | 4.68 | | | | | | 18,923 | | | | | | 2.98 | | | | | | 9,563 | | | | | | 1.90 | | |
Multifamily
|
| | | | 190,097 | | | | | | 13.38 | | | | | | 117,373 | | | | | | 11.12 | | | | | | 118,367 | | | | | | 14.41 | | | | | | 93,054 | | | | | | 14.66 | | | | | | 58,921 | | | | | | 11.73 | | |
One-to-four family
|
| | | | 25,568 | | | | | | 1.80 | | | | | | 26,480 | | | | | | 2.51 | | | | | | 37,371 | | | | | | 4.55 | | | | | | 39,992 | | | | | | 6.30 | | | | | | 35,030 | | | | | | 6.97 | | |
Commercial and industrial
|
| | | | 340,001 | | | | | | 23.93 | | | | | | 315,870 | | | | | | 29.92 | | | | | | 258,661 | | | | | | 31.49 | | | | | | 187,536 | | | | | | 29.54 | | | | | | 114,545 | | | | | | 22.82 | | |
Consumer
|
| | | | 44,595 | | | | | | 3.14 | | | | | | 18,825 | | | | | | 1.78 | | | | | | 3,825 | | | | | | 0.47 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total loans receivable
|
| | | $ | 1,420,966 | | | | | | 100.00% | | | | | $ | 1,055,706 | | | | | | 100.00% | | | | | $ | 821,473 | | | | | | 100.00% | | | | | $ | 634,852 | | | | | | 100.00% | | | | | $ | 502,246 | | | | | | 100.00% | | |
|
| | |
Commercial
|
| |
Construction
|
| |
Multifamily
|
| |
One-to-four
family |
| |
Commercial
and industrial |
| |
Consumer
loans |
| ||||||||||||||||||
Amount due to Mature During the
Year Ending: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2018
|
| | | $ | 177,187 | | | | | $ | 25,121 | | | | | $ | 31,397 | | | | | $ | — | | | | | $ | 74,597 | | | | | $ | 16 | | |
December 31, 2019
|
| | | | 107,854 | | | | | | — | | | | | | 21,925 | | | | | | — | | | | | | 10,716 | | | | | | 274 | | |
December 31, 2020
|
| | | | 124,799 | | | | | | 11,839 | | | | | | 4,715 | | | | | | — | | | | | | 20,773 | | | | | | 677 | | |
December 31, 2021
|
| | | | 66,508 | | | | | | — | | | | | | 974 | | | | | | — | | | | | | 34,939 | | | | | | 3,936 | | |
December 31, 2022
|
| | | | 163,983 | | | | | | — | | | | | | 15,963 | | | | | | — | | | | | | 62,222 | | | | | | 4,049 | | |
Sub-total (within 5 years)
|
| | | | 640,331 | | | | | | 36,960 | | | | | | 74,974 | | | | | | — | | | | | | 203,247 | | | | | | 8,952 | | |
December 31, 2023 and beyond
|
| | | | 143,414 | | | | | | — | | | | | | 115,123 | | | | | | 25,568 | | | | | | 136,754 | | | | | | 35,643 | | |
Total
|
| | | $ | 783,745 | | | | | $ | 36,960 | | | | | $ | 190,097 | | | | | $ | 25,568 | | | | | $ | 340,001 | | | | | $ | 44,595 | | |
|
| | |
At December 31, 2017
|
| |||||||||||||||||||||||||||
| | |
Fixed
Rate |
| |
% of
Total |
| |
Floating
Rate |
| |
% of
Total |
| |
Total
Loans |
| |||||||||||||||
Real Estate: | | ||||||||||||||||||||||||||||||
Commercial
|
| | | $ | 487,559 | | | | | | 80.40% | | | | | $ | 119,001 | | | | | | 19.60% | | | | | $ | 606,560 | | |
Construction
|
| | | | 3,342 | | | | | | 28.23 | | | | | | 8,497 | | | | | | 71.77 | | | | | | 11,839 | | |
Multifamily
|
| | | | 124,499 | | | | | | 78.45 | | | | | | 34,201 | | | | | | 21.55 | | | | | | 158,700 | | |
One-to-four family
|
| | | | 556 | | | | | | 2.17 | | | | | | 25,012 | | | | | | 97.83 | | | | | | 25,568 | | |
Commercial and industrial
|
| | | | 115,541 | | | | | | 43.50 | | | | | | 149,863 | | | | | | 56.50 | | | | | | 265,404 | | |
Consumer
|
| | | | 30,246 | | | | | | 67.85 | | | | | | 14,333 | | | | | | 32.15 | | | | | | 44,579 | | |
Total
|
| | | $ | 761,743 | | | | | | | | | | | $ | 350,907 | | | | | | | | | | | $ | 1,112,650 | | |
|
| | |
Years Ended December 31,
|
| |||||||||||||||||||||||||||
| | |
2017
|
| |
2016
|
| |
2015
|
| |
2014
|
| |
2013
|
| |||||||||||||||
Total loans at the beginning of the year
|
| | | $ | 1,055,706 | | | | | $ | 821,473 | | | | | $ | 634,852 | | | | | $ | 502,246 | | | | | $ | 421,842 | | |
Loans originated: | | ||||||||||||||||||||||||||||||
Real Estate:
|
| ||||||||||||||||||||||||||||||
Commercial
|
| | | | 195,488 | | | | | | 230,790 | | | | | | 239,005 | | | | | | 85,860 | | | | | | 70,766 | | |
Construction
|
| | | | 52,116 | | | | | | 10,685 | | | | | | 30,333 | | | | | | 5,729 | | | | | | 12,925 | | |
Multifamily
|
| | | | 88,347 | | | | | | 89,643 | | | | | | 17,300 | | | | | | 24,175 | | | | | | 17,055 | | |
One- to four-family
|
| | | | 48,620 | | | | | | 12,685 | | | | | | 37,663 | | | | | | 22,895 | | | | | | 30,747 | | |
Commercial and industrial
|
| | | | 313,935 | | | | | | 64,461 | | | | | | 60,373 | | | | | | 81,058 | | | | | | 73,793 | | |
Consumer
|
| | | | 16,930 | | | | | | 16,605 | | | | | | 3,966 | | | | | | — | | | | | | — | | |
Total loans originated
|
| | | | 715,436 | | | | | | 424,869 | | | | | | 388,640 | | | | | | 219,717 | | | | | | 205,287 | | |
Loans purchased: | | | | | | | |||||||||||||||||||||||||
Commercial and industrial
|
| | | | 46,756 | | | | | | 108,726 | | | | | | 68,283 | | | | | | 38,875 | | | | | | 41,965 | | |
Total loans purchased
|
| | | | 46,756 | | | | | | 108,726 | | | | | | 68,283 | | | | | | 38,875 | | | | | | 41,965 | | |
Loans sold: | | | | | | | |||||||||||||||||||||||||
Real Estate:
|
| ||||||||||||||||||||||||||||||
Commercial and industrial
|
| | | | 7,871 | | | | | | 26,095 | | | | | | — | | | | | | — | | | | | | — | | |
Total loans sold
|
| | | | 7,871 | | | | | | 26,095 | | | | | | — | | | | | | — | | | | | | — | | |
Other: | | | | | | | |||||||||||||||||||||||||
Principal repayments
|
| | | | (389,061) | | | | | | (273,267) | | | | | | (270,302) | | | | | | (125,986) | | | | | | (166,848) | | |
Net loan activity
|
| | | | 365,260 | | | | | | 234,233 | | | | | | 186,621 | | | | | | 132,606 | | | | | | 80,404 | | |
Total loans, including loans held for sale, at end of period
|
| | | $ | 1,420,966 | | | | | $ | 1,055,706 | | | | | $ | 821,473 | | | | | $ | 634,852 | | | | | $ | 502,246 | | |
|
| | |
At December 31, 2017
|
| |||||||||||||||||||||
| | |
30 – 89 Days
|
| |
90 Days or More
|
| ||||||||||||||||||
| | |
Number of
Loans |
| |
Principal
Balance |
| |
Number of
Loans |
| |
Principal
Balance |
| ||||||||||||
Real Estate: | | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial
|
| | | | 1 | | | | | $ | 836 | | | | | | 2 | | | | | $ | 787 | | |
Commercial and industrial
|
| | | | 3 | | | | | | 227 | | | | | | — | | | | | | — | | |
Consumer
|
| | | | 5 | | | | | | 170 | | | | | | 3 | | | | | | 155 | | |
Total
|
| | | | 9 | | | | | $ | 1,233 | | | | | | 5 | | | | | $ | 942 | | |
|
| | |
At December 31, 2016
|
| |||||||||||||||||||||
| | |
30 – 89 Days
|
| |
90 Days or More
|
| ||||||||||||||||||
| | |
Number of
Loans |
| |
Principal
Balance |
| |
Number of
Loans |
| |
Principal
Balance |
| ||||||||||||
Real Estate: | | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial
|
| | | | 2 | | | | | $ | 958 | | | | | | — | | | | | $ | — | | |
Commercial and industrial
|
| | | | 2 | | | | | | 3,936 | | | | | | — | | | | | | — | | |
Consumer
|
| | | | 1 | | | | | | 34 | | | | | | — | | | | | | — | | |
Total
|
| | | | 5 | | | | | $ | 4,928 | | | | | | — | | | | | $ | — | | |
|
| | |
At December 31, 2015
|
| |||||||||||||||||||||
| | |
30 – 89 Days
|
| |
90 Days or More
|
| ||||||||||||||||||
| | |
Number of
Loans |
| |
Principal
Balance |
| |
Number of
Loans |
| |
Principal
Balance |
| ||||||||||||
Real Estate: | | | | | | | | | | | | | | | | | | | | | | | | | |
One-to-four family
|
| | | | — | | | | | $ | — | | | | | | 1 | | | | | $ | 659 | | |
Commercial and industrial
|
| | | | — | | | | | | — | | | | | | 1 | | | | | | 46 | | |
Total
|
| | | | — | | | | | $ | — | | | | | | 2 | | | | | $ | 705 | | |
|
| | |
At December 31, 2014
|
| |||||||||||||||||||||
| | |
30 – 89 Days
|
| |
90 Days or More
|
| ||||||||||||||||||
| | |
Number of
Loans |
| |
Principal
Balance |
| |
Number of
Loans |
| |
Principal
Balance |
| ||||||||||||
Real Estate: | | | | | | | | | | | | | | | | | | | | | | | | | |
One-to-four family
|
| | | | — | | | | | $ | — | | | | | | 1 | | | | | $ | 659 | | |
Total
|
| | | | — | | | | | $ | — | | | | | | 1 | | | | | $ | 659 | | |
|
| | |
At December 31, 2013
|
| |||||||||||||||||||||
| | |
30 – 89 Days
|
| |
90 Days or More
|
| ||||||||||||||||||
| | |
Number of
Loans |
| |
Principal
Balance |
| |
Number of
Loans |
| |
Principal
Balance |
| ||||||||||||
Real Estate: | | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial
|
| | | | 1 | | | | | $ | 3,975 | | | | | | 1 | | | | | $ | 1,430 | | |
One-to-four family
|
| | | | — | | | | | | — | | | | | | 1 | | | | | | 659 | | |
Total
|
| | | | 1 | | | | | $ | 3,975 | | | | | | 2 | | | | | $ | 2,089 | | |
|
| | |
At December 31,
|
| |||||||||||||||||||||||||||
| | |
2017
|
| |
2016
|
| |
2015
|
| |
2014
|
| |
2013
|
| |||||||||||||||
Non-accrual loans: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Real Estate: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial
|
| | | $ | 787 | | | | | $ | — | | | | | $ | 1,373 | | | | | $ | 1,414 | | | | | $ | 5,405 | | |
One-to-four family
|
| | | | 2,447 | | | | | | — | | | | | | 659 | | | | | | 659 | | | | | | 1,223 | | |
Commercial and industrial
|
| | | | — | | | | | | 3,660 | | | | | | 46 | | | | | | — | | | | | | 1,915 | | |
Consumer
|
| | | | 155 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total
|
| | | $ | 3,389 | | | | | $ | 3,660 | | | | | $ | 2,078 | | | | | $ | 2,073 | | | | | $ | 8,543 | | |
Troubled debt restructurings: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Real Estate: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial
|
| | | $ | 1,580 | | | | | $ | 5,504 | | | | | $ | 1,806 | | | | | $ | 447 | | | | | $ | 6,379 | | |
Multifamily
|
| | | | — | | | | | | — | | | | | | 5,971 | | | | | | 6,048 | | | | | | 6,132 | | |
One-to-four family
|
| | | | 1,119 | | | | | | 1,130 | | | | | | 1,130 | | | | | | 1,130 | | | | | | 565 | | |
Commercial and industrial
|
| | | | — | | | | | | 1,255 | | | | | | 3,358 | | | | | | 1,595 | | | | | | — | | |
Total
|
| | | $ | 2,699 | | | | | $ | 7,889 | | | | | $ | 12,265 | | | | | $ | 9,220 | | | | | $ | 13,076 | | |
Total non-performing assets
|
| | | $ | 6,088 | | | | | $ | 11,549 | | | | | $ | 14,343 | | | | | $ | 11,293 | | | | | $ | 21,619 | | |
Ratios: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total non-performing loans to total loans
|
| | | | 0.24% | | | | | | 0.35% | | | | | | 0.26% | | | | | | 0.33% | | | | | | 1.73% | | |
Total non-performing loans to total assets
|
| | | | 0.19% | | | | | | 0.30% | | | | | | 0.22% | | | | | | 0.27% | | | | | | 1.34% | | |
Total non-performing assets to total assets
|
| | | | 0.19% | | | | | | 0.30% | | | | | | 0.22% | | | | | | 0.27% | | | | | | 1.34% | | |
| | |
At December, 31
|
| |||||||||||||||
| | |
2017
|
| |
2016
|
| |
2015
|
| |||||||||
Special mention
|
| | | $ | 12,595 | | | | | $ | 7,208 | | | | | $ | 19,345 | | |
Substandard
|
| | | | 1,966 | | | | | | 4,872 | | | | | | 3,352 | | |
Doubtful
|
| | | | — | | | | | | — | | | | | | — | | |
Pass
|
| | | | 1,336,242 | | | | | | 998,321 | | | | | | 757,580 | | |
Total
|
| | | $ | 1,350,803 | | | | | $ | 1,010,401 | | | | | $ | 780,277 | | |
|
| | |
At December 31,
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
2017
|
| |
2016
|
| |
2015
|
| |||||||||||||||||||||||||||||||||||||||||||||
| | |
Allowance
Amount |
| |
% of
Allowance to total Allowance |
| |
% of
Loans in Category to Total Loans |
| |
Allowance
Amount |
| |
% of
Allowance to total Allowance |
| |
% of
Loans in Category to Total Loans |
| |
Allowance
Amount |
| |
% of
Allowance to total Allowance |
| |
% of
Loans in Category to Total Loans |
| |||||||||||||||||||||||||||
Real Estate: | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commercial
|
| | | $ | 7,136 | | | | | | 47.92% | | | | | | 55.15% | | | | | $ | 5,206 | | | | | | 44.06% | | | | | | 51.88% | | | | | $ | 3,650 | | | | | | 36.71% | | | | | | 44.40% | | |
Construction
|
| | | | 519 | | | | | | 3.49 | | | | | | 2.60 | | | | | | 409 | | | | | | 3.46 | | | | | | 2.79 | | | | | | 589 | | | | | | 5.92 | | | | | | 4.68 | | |
Multifamily
|
| | | | 1,156 | | | | | | 7.77 | | | | | | 13.38 | | | | | | 620 | | | | | | 5.25 | | | | | | 11.12 | | | | | | 986 | | | | | | 9.92 | | | | | | 14.41 | | |
One-to-four family
|
| | | | 138 | | | | | | 0.93 | | | | | | 1.80 | | | | | | 109 | | | | | | 0.92 | | | | | | 2.51 | | | | | | 444 | | | | | | 4.47 | | | | | | 4.55 | | |
Commercial and industrial
|
| | | | 5,578 | | | | | | 37.47 | | | | | | 23.93 | | | | | | 5,364 | | | | | | 45.40 | | | | | | 29.92 | | | | | | 4,254 | | | | | | 42.79 | | | | | | 31.49 | | |
Consumer
|
| | | | 360 | | | | | | 2.42 | | | | | | 3.14 | | | | | | 107 | | | | | | 0.91 | | | | | | 1.78 | | | | | | 19 | | | | | | 0.19 | | | | | | 0.47 | | |
Total
|
| | | $ | 14,887 | | | | | | 100.00% | | | | | | 100.00% | | | | | $ | 11,815 | | | | | | 100.00% | | | | | | 100.00% | | | | | $ | 9,942 | | | | | | 100.00% | | | | | | 100.00% | | |
|
| | |
At December 31,
|
| |||||||||||||||||||||||||||||||||
| | |
2014
|
| |
2013
|
| ||||||||||||||||||||||||||||||
| | |
Allowance
Amount |
| |
% of
Allowance to total Allowance |
| |
% of
Loans in Category to Total Loans |
| |
Allowance
Amount |
| |
% of
Allowance to total Allowance |
| |
% of
Loans in Category to Total Loans |
| ||||||||||||||||||
Real Estate: | | ||||||||||||||||||||||||||||||||||||
Commercial
|
| | | $ | 3,283 | | | | | | 41.47% | | | | | | 46.50% | | | | | $ | 3,965 | | | | | | 52.77% | | | | | | 56.60% | | |
Construction
|
| | | | 269 | | | | | | 3.40 | | | | | | 3.00 | | | | | | 181 | | | | | | 2.41 | | | | | | 1.90 | | |
Multifamily
|
| | | | 778 | | | | | | 9.83 | | | | | | 14.70 | | | | | | 545 | | | | | | 7.26 | | | | | | 11.70 | | |
One-to-four family
|
| | | | 480 | | | | | | 6.06 | | | | | | 6.30 | | | | | | 630 | | | | | | 8.39 | | | | | | 7.00 | | |
Commercial and industrial
|
| | | | 3,106 | | | | | | 39.24 | | | | | | 29.50 | | | | | | 2,191 | | | | | | 29.17 | | | | | | 22.80 | | |
Total
|
| | | $ | 7,916 | | | | | | 100.00% | | | | | | 100.00% | | | | | $ | 7,512 | | | | | | 100.00% | | | | | | 100.00% | | |
|
| | |
Year Ended December 31,
|
| |||||||||||||||||||||||||||
| | |
2017
|
| |
2016
|
| |
2015
|
| |
2014
|
| |
2013
|
| |||||||||||||||
Balance at beginning of the year
|
| | | $ | 11,815 | | | | | $ | 9,942 | | | | | $ | 7,916 | | | | | $ | 7,512 | | | | | $ | 8,558 | | |
Charge-offs: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Real Estate:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (275) | | |
One-to-four family
|
| | | | — | | | | | | (659) | | | | | | — | | | | | | — | | | | | | (471) | | |
Commercial and industrial
|
| | | | (3,879) | | | | | | (5,530) | | | | | | — | | | | | | — | | | | | | — | | |
Consumer
|
| | | | (108) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total charge-offs
|
| | | | (3,987) | | | | | | (6,189) | | | | | | — | | | | | | — | | | | | | (746) | | |
Recoveries: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Real Estate:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3 | | |
One-to-four family
|
| | | | — | | | | | | 2 | | | | | | 11 | | | | | | 11 | | | | | | 14 | | |
Total recoveries
|
| | | | — | | | | | | 2 | | | | | | 11 | | | | | | 11 | | | | | | 17 | | |
Net (charge-offs) recoveries
|
| | | | (3,987) | | | | | | (6,187) | | | | | | 11 | | | | | | 11 | | | | | | (729) | | |
Provision (credit) for loan losses
|
| | | | 7,059 | | | | | | 8,060 | | | | | | 2,015 | | | | | | 393 | | | | | | (317) | | |
Balance at end of the year
|
| | | $ | 14,887 | | | | | $ | 11,815 | | | | | $ | 9,942 | | | | | $ | 7,916 | | | | | $ | 7,512 | | |
Ratio of net charge-offs to average loans outstanding
|
| | | | 0.32% | | | | | | 0.66% | | | | | | — | | | | | | — | | | | | | 0.16% | | |
Ratio of allowance for loan losses to total loans outstanding
|
| | | | 1.05% | | | | | | 1.12% | | | | | | 1.21% | | | | | | 1.25% | | | | | | 1.50% | | |
Allowance for loan losses to total nonperforming loans
|
| | | | 439.21% | | | | | | 322.82% | | | | | | 478.40% | | | | | | 381.86% | | | | | | 87.93% | | |
| | |
At December 31,
|
| |||||||||||||||||||||||||||||||||
| | |
2017
|
| |
Percentage
of total balance |
| |
2016
|
| |
Percentage
of total balance |
| |
2015
|
| |
Percentage
of total balance |
| ||||||||||||||||||
Non-interest-bearing demand deposits
|
| | | $ | 812,497 | | | | | | 57.86% | | | | | $ | 403,402 | | | | | | 40.59% | | | | | $ | 250,373 | | | | | | 32.68% | | |
Money market
|
| | | | 484,589 | | | | | | 34.51 | | | | | | 482,393 | | | | | | 48.54 | | | | | | 392,525 | | | | | | 51.24 | | |
Savings accounts
|
| | | | 27,024 | | | | | | 1.92 | | | | | | 17,472 | | | | | | 1.76 | | | | | | 18,869 | | | | | | 2.46 | | |
Time deposits
|
| | | | 80,245 | | | | | | 5.71 | | | | | | 90,513 | | | | | | 9.11 | | | | | | 104,273 | | | | | | 13.62 | | |
Total
|
| | | $ | 1,404,355 | | | | | | 100.00% | | | | | $ | 993,780 | | | | | | 100.00% | | | | | $ | 766,040 | | | | | | 100.00% | | |
|
| | |
2017 vs. 2016
dollar Change |
| |
2017 vs. 2016
percentage Change |
| |
2016 vs. 2015
dollar Change |
| |
2016 vs. 2015
percentage Change |
| ||||||||||||
Non-interest-bearing demand deposits
|
| | | $ | 409,095 | | | | | | 101.41% | | | | | $ | 153,029 | | | | | | 61.12% | | |
Money market
|
| | | | 2,196 | | | | | | 0.46 | | | | | | 89,868 | | | | | | 22.89 | | |
Savings accounts
|
| | | | 9,552 | | | | | | 54.67 | | | | | | (1,397) | | | | | | -7.40 | | |
Time deposits
|
| | | | (10,268) | | | | | | (11.34) | | | | | | (13,760) | | | | | | -13.20 | | |
Total
|
| | | $ | 410,575 | | | | | | 41.31% | | | | | $ | 227,740 | | | | | | 29.73% | | |
|
| | |
At December 31, 2017
|
| |||
Three months or less
|
| | | $ | 19,441 | | |
Over three months through six months
|
| | | | 18,179 | | |
Over six months through one year
|
| | | | 25,625 | | |
Over one year
|
| | | | 17,000 | | |
Total
|
| | | $ | 80,245 | | |
|
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2017
|
| |
2016
|
| |
2015
|
| |||||||||
Maximum balance outstanding at any month-end during reporting period
|
| | | $ | 119,474 | | | | | $ | 106,750 | | | | | $ | 116,767 | | |
Average balance outstanding during period
|
| | | $ | 105,684 | | | | | $ | 69,840 | | | | | $ | 79,006 | | |
Weighted average interest rate during period
|
| | | | 2.61% | | | | | | 1.74% | | | | | | 1.84% | | |
Balance outstanding at end of period
|
| | | $ | 87,307 | | | | | $ | 99,038 | | | | | $ | 116,767 | | |
Weighted average interest rate at end of period
|
| | | | 3.27% | | | | | | 1.80% | | | | | | 1.30% | | |
| | |
At December 31, 2017
|
| |||||||||||||||||||||||||||
| | |
Less Than
One Year |
| |
More than One
year Through Three Years |
| |
More Than Three
Years Through Five Years |
| |
Over Five
Years |
| |
Total
|
| |||||||||||||||
Operating lease obligations
|
| | | $ | 2,753 | | | | | $ | 5,491 | | | | | $ | 4,330 | | | | | $ | 6,754 | | | | | $ | 19,328 | | |
Subordinated debentures
|
| | | | — | | | | | | — | | | | | | — | | | | | | 20,620 | | | | | | 20,620 | | |
Subordinated notes
|
| | | | — | | | | | | — | | | | | | — | | | | | | 24,489 | | | | | | 24,489 | | |
FHLB Advances
|
| | | | 42,198 | | | | | | — | | | | | | — | | | | | | — | | | | | | 42,198 | | |
Time deposits
|
| | | | 63,245 | | | | | | 16,287 | | | | | | 713 | | | | | | — | | | | | | 80,245 | | |
Total
|
| | | $ | 108,196 | | | | | $ | 21,778 | | | | | $ | 5,043 | | | | | $ | 51,863 | | | | | $ | 186,880 | | |
|
| | |
At December 31,
|
| |||||||||||||||||||||||||||||||||
| | |
2017
|
| |
2016
|
| |
2015
|
| |||||||||||||||||||||||||||
| | |
Fixed Rate
|
| |
Variable Rate
|
| |
Fixed Rate
|
| |
Variable Rate
|
| |
Fixed Rate
|
| |
Variable Rate
|
| ||||||||||||||||||
Undrawn lines of credit
|
| | | $ | 39,651 | | | | | $ | 76,008 | | | | | $ | 60,984 | | | | | $ | 9,890 | | | | | $ | 74,841 | | | | | $ | 898 | | |
Letters of credit
|
| | | | 23,741 | | | | | | — | | | | | | 9,808 | | | | | | — | | | | | | 6,460 | | | | | | — | | |
| | | | $ | 63,392 | | | | | $ | 76,008 | | | | | $ | 70,792 | | | | | $ | 9,890 | | | | | $ | 81,301 | | | | | $ | 898 | | |
|
| | |
Total
|
| |
2018
|
| |
2019 – 2020
|
| |
2021 – 2022
|
| |
2023 and
thereafter |
| |||||||||||||||
Undrawn lines of credit
|
| | | $ | 115,659 | | | | | $ | 72,873 | | | | | $ | 25,505 | | | | | $ | 14,281 | | | | | $ | 3,000 | | |
Standby letters of credit
|
| | | | 23,741 | | | | | | 21,045 | | | | | | 2,700 | | | | | | — | | | | | | — | | |
| | | | $ | 139,400 | | | | | $ | 93,918 | | | | | $ | 28,205 | | | | | $ | 14,281 | | | | | $ | 3,000 | | |
|
| | |
At December 31, 2017
|
| |
Minimum
Ratio to be “Well Capitalized” |
| |
Minimum
Ratio Required for Capital Adequacy Purposes |
| |||||||||||||||||||||
| | |
2017
|
| |
2016
|
| |
2015
|
| |||||||||||||||||||||
The Company: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tier 1 leverage ratio
|
| | | | 13.7% | | | | | | 10.5% | | | | | | 9.3% | | | | | | N/A | | | | | | 4.0% | | |
Common equity tier 1
|
| | | | 15.3 | | | | | | 10.8 | | | | | | 10.4 | | | | | | N/A | | | | | | 4.5% | | |
Total risk-based capital ratio
|
| | | | 19.9 | | | | | | 12.5 | | | | | | 12.0 | | | | | | N/A | | | | | | 6.0% | | |
Tier 1 risk-based capital ratio
|
| | | | 17.1 | | | | | | 11.3 | | | | | | 10.9 | | | | | | N/A | | | | | | 8.0% | | |
The Bank:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tier 1 leverage ratio
|
| | | | 14.7% | | | | | | 10.4% | | | | | | 9.3% | | | | | | 5.0% | | | | | | 4.0% | | |
Common equity tier 1
|
| | | | 18.4 | | | | | | 11.3 | | | | | | 10.8 | | | | | | 6.5% | | | | | | 4.5% | | |
Total risk-based capital ratio
|
| | | | 19.4 | | | | | | 12.4 | | | | | | 12.1 | | | | | | 8.0% | | | | | | 6.0% | | |
Tier 1 risk-based capital ratio
|
| | | | 18.4 | | | | | | 11.3 | | | | | | 10.8 | | | | | | 10.0% | | | | | | 8.0% | | |
|
At December 31, 2017
|
| ||||||
|
Change in Interest Rates (basis points)
|
| |
Net Interest Income Year 1 Forecast
|
| |
Year 1 Change from Level
|
|
|
+400
|
| |
$78,893
|
| |
28.3%
|
|
|
+300
|
| |
$74,538
|
| |
21.2%
|
|
|
+200
|
| |
$70,180
|
| |
14.1%
|
|
|
+100
|
| |
$65,918
|
| |
7.2%
|
|
|
—
|
| |
$61,509
|
| |
—%
|
|
|
-100
|
| |
$57,534
|
| |
-6.46%
|
|
| | | | | |
Estimated Increase (Decrease) in EVE
|
| |
EVE as a Percentage of Fair Value of Assets(3)
|
| ||||||
Change in Interest Rates
(basis points)(1) |
| |
Estimated EVE(2)
|
| |
Dollars
|
| |
Percent
|
| |
EVE Ratio(4)
|
| |
Increase (Decrease)
(basis points) |
|
+400
|
| |
$277,889
|
| |
($6,643)
|
| |
-2.3%
|
| |
17.08%
|
| |
0.65
|
|
+300
|
| |
$279,015
|
| |
(5,517)
|
| |
-1.9%
|
| |
16.91%
|
| |
0.48
|
|
+200
|
| |
$279,644
|
| |
(4,888)
|
| |
-1.7%
|
| |
16.70%
|
| |
0.28
|
|
+100
|
| |
$284,235
|
| |
(297)
|
| |
-0.1%
|
| |
16.68%
|
| |
0.25
|
|
-
|
| |
$284,532
|
| |
—
|
| |
—
|
| |
16.43%
|
| |
—
|
|
-100
|
| |
$278,512
|
| |
(6,020)
|
| |
-2.1%
|
| |
15.83%
|
| |
(0.59)
|
|
| | | | Metropolitan Bank Holding Corp. | |
| Date: March 28, 2018 | | |
By:
/s/ Mark R. DeFazio
Mark R. DeFazio
President and Chief Executive Officer (Duly Authorized Representative) |
|
|
Signatures
|
| |
Title
|
| |
Date
|
|
|
/s/ Mark R. DeFazio
Mark R. DeFazio
|
| | President, Chief Executive Officer and Director (Principal Executive Officer) | | |
March 28, 2018
|
|
|
/s/ Gerard A. Perri
Gerard A. Perri
|
| | Executive Vice President and Chief Operating Officer (Principal Financial Officer) | | |
March 28, 2018
|
|
|
/s/ Daniel K. Wong
Daniel K. Wong
|
| | Vice President and Controller (Principal Accounting Officer) | | |
March 28, 2018
|
|
|
/s/ David M. Gavrin
David M. Gavrin
|
| | Chairman of the Board | | |
March 28, 2018
|
|
|
/s/ Dale C. Fredston
Dale C. Fredston
|
| | Director | | |
March 28, 2018
|
|
|
/s/ David J. Gold
David J. Gold
|
| | Director | | |
March 28, 2018
|
|
|
/s/ Mark H. Goldberg
Mark H. Goldberg
|
| | Director | | |
March 28, 2018
|
|
|
/s/ Harvey M. Gutman
Harvey M. Gutman
|
| | Director | | |
March 28, 2018
|
|
|
/s/ Terence J. Mitchell
Terence J. Mitchell
|
| | Director | | |
March 28, 2018
|
|
|
/s/ Robert C. Patent
Robert C. Patent
|
| | Director | | |
March 28, 2018
|
|
|
/s/ Maria F. Ramirez
Maria F. Ramirez
|
| | Director | | |
March 28, 2018
|
|
|
/s/ William Reinhardt
William Reinhardt
|
| | Director | | |
March 28, 2018
|
|
|
/s/ Robert Usdan
Robert Usdan
|
| | Director | | |
March 28, 2018
|
|
|
/s/ George J. Wolf, Jr.
George J. Wolf, Jr.
|
| | Director | | |
March 28, 2018
|
|
| | |
Page
|
| |||
| | | | 69 | | | |
CONSOLIDATED FINANCIAL STATEMENTS | | | | | | | |
| | | | 70 | | | |
| | | | 71 | | | |
| | | | 72 | | | |
| | | | 73 | | | |
| | | | 74 | | | |
| | | | 75 | | |
| | |
2017
|
| |
2016
|
| ||||||
Assets | | | | | | | | | | | | | |
Cash and cash equivalents: | | | | | | | | | | | | | |
Cash and due from banks
|
| | | $ | 261,231 | | | | | $ | 82,931 | | |
U.S. Government securities money market funds
|
| | | | — | | | | | | — | | |
Total cash and cash equivalents
|
| | | | 261,231 | | | | | | 82,931 | | |
Investment securities available for sale, at estimated fair value
|
| | | | 32,157 | | | | | | 37,329 | | |
Investment securities held to maturity (estimated fair value of $5,330 and $6,419
at December 31, 2017 and 2016, respectively) |
| | | | 5,428 | | | | | | 6,500 | | |
Other investments
|
| | | | 13,677 | | | | | | 12,588 | | |
Loans
|
| | | | 1,420,966 | | | | | | 1,055,706 | | |
Deferred loan fees and unamortized costs, net
|
| | | | (1,070) | | | | | | (1,160) | | |
Allowance for loan losses
|
| | | | (14,887) | | | | | | (11,815) | | |
Net loans
|
| | | | 1,405,009 | | | | | | 1,042,731 | | |
Accounts receivable, net
|
| | | | 6,601 | | | | | | 5,420 | | |
Receivable from prepaid card programs, net
|
| | | | 9,579 | | | | | | 7,566 | | |
Accrued interest receivable
|
| | | | 4,421 | | | | | | 2,735 | | |
Premises and equipment, net
|
| | | | 6,268 | | | | | | 5,035 | | |
Prepaid expenses and other assets
|
| | | | 5,751 | | | | | | 7,733 | | |
Goodwill
|
| | | | 9,733 | | | | | | 9,733 | | |
Total assets
|
| | | $ | 1,759,855 | | | | | $ | 1,220,301 | | |
Liabilities and Stockholders’ Equity | | | | | | | | | | | | | |
Deposits: | | | | | | | | | | | | | |
Noninterest-bearing demand deposits
|
| | | $ | 812,497 | | | | | $ | 403,402 | | |
Interest-bearing deposits
|
| | | | 591,858 | | | | | | 590,378 | | |
Total deposits
|
| | | | 1,404,355 | | | | | | 993,780 | | |
FHLB Advances
|
| | | | 42,198 | | | | | | 78,418 | | |
Trust preferred securities payable
|
| | | | 20,620 | | | | | | 20,620 | | |
Subordinated debt, net of issuance costs
|
| | | | 24,489 | | | | | | — | | |
Accounts payable, accrued expenses and other liabilities
|
| | | | 21,678 | | | | | | 10,901 | | |
Accrued interest payable
|
| | | | 749 | | | | | | 227 | | |
Debit cardholder balances
|
| | | | 8,882 | | | | | | 6,864 | | |
Total liabilities
|
| | | | 1,522,971 | | | | | | 1,110,810 | | |
COMMITMENTS AND CONTINGENCIES (See Note 9)
|
| | | | — | | | | | | — | | |
Stockholders’ equity: | | | | | | | | | | | | | |
Class A preferred stock, $0.01 par value, authorized 5,000,000 shares Issued and
outstanding 0 at December 31, 2017 and 2016 |
| | | | — | | | | | | — | | |
Class B preferred stock, $0.01 par value, authorized 2,000,000 shares, issued and
outstanding 272,636 at December 31, 2017 and 2016 |
| | | | 3 | | | | | | 3 | | |
Common stock, $0.01 par value, authorized 10,000,000 shares, issued and outstanding 8,196,310 and 4,604,563 at December 31, 2017 and 2016, respectively
|
| | | | 81 | | | | | | 45 | | |
Additional paid in capital
|
| | | | 211,145 | | | | | | 96,116 | | |
Retained earnings
|
| | | | 25,861 | | | | | | 13,492 | | |
Accumulated other comprehensive loss, net of tax effect
|
| | | | (206) | | | | | | (165) | | |
Total stockholders’ equity
|
| | | | 236,884 | | | | | | 109,491 | | |
Total liabilities and stockholders’ equity
|
| | | $ | 1,759,855 | | | | | $ | 1,220,301 | | |
|
| | |
2017
|
| |
2016
|
| |
2015
|
| |||||||||
Interest and dividend income: | | | | | | | | | | | | | | | | | | | |
Loans, including fees
|
| | | $ | 57,075 | | | | | $ | 42,360 | | | | | $ | 31,110 | | |
Securities:
|
| | | | | | | | | | | | | | | | | | |
Taxable
|
| | | | 813 | | | | | | 886 | | | | | | 1,024 | | |
Tax-exempt
|
| | | | 30 | | | | | | 30 | | | | | | 31 | | |
Money market funds and commercial paper
|
| | | | 315 | | | | | | 142 | | | | | | 110 | | |
Other interest and dividends
|
| | | | 2,520 | | | | | | 737 | | | | | | 407 | | |
Total interest income
|
| | | | 60,753 | | | | | | 44,155 | | | | | | 32,682 | | |
Interest expense: | | | | | | | | | | | | | | | | | | | |
Deposits
|
| | | | 5,873 | | | | | | 4,877 | | | | | | 3,805 | | |
FHLB Advances
|
| | | | 840 | | | | | | 673 | | | | | | 999 | | |
Trust preferred securities payable interest expense
|
| | | | 636 | | | | | | 539 | | | | | | 456 | | |
Subordinated debt interest expense
|
| | | | 1,322 | | | | | | — | | | | | | — | | |
Total interest expense
|
| | | | 8,671 | | | | | | 6,089 | | | | | | 5,260 | | |
Net interest income
|
| | | | 52,082 | | | | | | 38,066 | | | | | | 27,422 | | |
Provision for loan losses
|
| | | | 7,059 | | | | | | 8,060 | | | | | | 2,015 | | |
Net interest income after provision for loan losses
|
| | | | 45,023 | | | | | | 30,006 | | | | | | 25,407 | | |
Non-interest income: | | | | | | | | | | | | | | | | | | | |
Service charges on deposit accounts
|
| | | | 3,452 | | | | | | 876 | | | | | | 754 | | |
Other service charges and fees
|
| | | | 4,368 | | | | | | 1,179 | | | | | | 476 | | |
Loan prepayment penalties
|
| | | | 111 | | | | | | 402 | | | | | | 700 | | |
Debit card income
|
| | | | 3,369 | | | | | | 2,926 | | | | | | 2,568 | | |
Net gains on securities transactions
|
| | | | — | | | | | | 40 | | | | | | — | | |
Total non-interest income
|
| | | | 11,300 | | | | | | 5,423 | | | | | | 4,498 | | |
Non-interest expense: | | | | | | | | | | | | | | | | | | | |
Compensation and benefits
|
| | | | 19,166 | | | | | | 17,010 | | | | | | 13,221 | | |
Bank premises and equipment
|
| | | | 4,385 | | | | | | 3,985 | | | | | | 3,620 | | |
Directors Fees
|
| | | | 894 | | | | | | 611 | | | | | | 540 | | |
Insurance Expense
|
| | | | 281 | | | | | | 333 | | | | | | 363 | | |
Professional fees
|
| | | | 2,636 | | | | | | 1,595 | | | | | | 1,360 | | |
FDIC assessment
|
| | | | 1,067 | | | | | | 675 | | | | | | 554 | | |
Core processing fees
|
| | | | 1,495 | | | | | | 862 | | | | | | 788 | | |
Other expenses
|
| | | | 2,821 | | | | | | 2,300 | | | | | | 2,631 | | |
Total non-interest expense
|
| | | | 32,745 | | | | | | 27,371 | | | | | | 23,077 | | |
Net income before income tax expense
|
| | | | 23,578 | | | | | | 8,058 | | | | | | 6,828 | | |
Income tax expense
|
| | | | 11,209 | | | | | | 3,045 | | | | | | 2,559 | | |
Net income
|
| | | $ | 12,369 | | | | | $ | 5,013 | | | | | $ | 4,269 | | |
Earnings per common share | | | | | | | | | | | | | | | | | | | |
Earnings per share – basic
|
| | | | 2.40 | | | | | | 0.43 | | | | | | 1.54 | | |
Earnings per share – diluted
|
| | | | 2.34 | | | | | | 0.43 | | | | | | 1.54 | | |
| | |
2017
|
| |
2016
|
| |
2015
|
| |||||||||
Net Income
|
| | | $ | 12,369 | | | | | $ | 5,013 | | | | | $ | 4,269 | | |
Other comprehensive loss | | | | | | | | | | | | | | | | | | | |
Unrealized gains/losses of securities available for sale:
|
| | | | | | | | | | | | | | | | | | |
Unrealized holding loss arising during the year
|
| | | | (54) | | | | | | (268) | | | | | | (220) | | |
Reclassification adjustment for net gains included in net income
|
| | | | — | | | | | | (40) | | | | | | — | | |
Total unrealized gains/loss on securities available for sale
|
| | | | (54) | | | | | | (308) | | | | | | (220) | | |
Tax effect
|
| | | | (13) | | | | | | (127) | | | | | | (107) | | |
Total unrealized gains/loss on securities available for sale, net of tax
|
| | | | (41) | | | | | | (181) | | | | | | (113) | | |
Comprehensive income
|
| | | $ | 12,328 | | | | | $ | 4,832 | | | | | $ | 4,156 | | |
|
| | |
Preferred Stock,
Class A |
| |
Preferred Stock,
Class B |
| |
Common Stock
|
| |
Additional
Paid-in Capital |
| |
Retained
Earnings |
| |
AOCI
(Loss), Net |
| |
Total
|
| |||||||||||||||||||||||||||||||||||||||
| | |
Number
of Shares |
| |
Amount
|
| |
Number
of Shares |
| |
Amount
|
| |
Number
of Shares |
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||||||||
Balance at January 1, 2015
|
| | | | 415,248 | | | | | $ | 4 | | | | | | 60,000 | | | | | $ | 1 | | | | | | 2,321,615 | | | | | $ | 23 | | | | | $ | 50,750 | | | | | $ | 7,836 | | | | | $ | 129 | | | | | $ | 58,743 | | |
Conversion of preferred to common stock
|
| | | | (24,204) | | | | | | | | | | | | | | | | | | | | | | | | 13,447 | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | — | | |
Issuance of common stock, net
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 722,222 | | | | | | 7 | | | | | | 12,599 | | | | | | — | | | | | | — | | | | | | 12,606 | | |
Restricted stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 38,500 | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | |
Employee stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 447 | | | | | | — | | | | | | — | | | | | | 447 | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,269 | | | | | | — | | | | | | 4,269 | | |
Other comprehensive loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (113) | | | | | | (113) | | |
Balance at December 31, 2015
|
| | | | 391,044 | | | | | $ | 4 | | | | | | 60,000 | | | | | $ | 1 | | | | | | 3,095,784 | | | | | $ | 30 | | | | | $ | 63,796 | | | | | $ | 12,105 | | | | | $ | 16 | | | | | $ | 75,952 | | |
Balance at January 1, 2016
|
| | | | 391,044 | | | | | $ | 4 | | | | | | 60,000 | | | | | $ | 1 | | | | | | 3,095,784 | | | | | $ | 30 | | | | | $ | 63,796 | | | | | $ | 12,105 | | | | | $ | 16 | | | | | $ | 75,952 | | |
Purchase & retirement of treasury preferred
stock |
| | | | (123,924) | | | | | | (1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (1,238) | | | | | | (161) | | | | | | — | | | | | | (1,400) | | |
Preferred stock – redemption
|
| | | | (267,120) | | | | | | (3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (2,624) | | | | | | (45) | | | | | | — | | | | | | (2,672) | | |
Conversion of preferred to common stock
|
| | | | | | | | | | | | | | | | (60,000) | | | | | | (1) | | | | | | 60,000 | | | | | | 1 | | | | | | | | | | | | — | | | | | | — | | | | | | (0) | | |
Issuance of preferred stock, net
|
| | | | | | | | | | | | | | | | 272,636 | | | | | | 3 | | | | | | | | | | | | | | | | | | 5,500 | | | | | | — | | | | | | — | | | | | | 5,503 | | |
Issuance of common stock, net
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,374,112 | | | | | | 14 | | | | | | 28,354 | | | | | | | | | | | | | | | | | | 28,368 | | |
Restricted stock, net
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 74,667 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Class A preferred – dividend payment
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (3,420) | | | | | | | | | | | | (3,420) | | |
Employee stock-based compensation
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,328 | | | | | | — | | | | | | — | | | | | | 2,328 | | |
Net income
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,013 | | | | | | — | | | | | | 5,013 | | |
Other comprehensive loss
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | (181) | | | | | | (181) | | |
Balance at December 31, 2016
|
| | | | — | | | | | $ | — | | | | | | 272,636 | | | | | $ | 3 | | | | | | 4,604,563 | | | | | $ | 45 | | | | | $ | 96,116 | | | | | $ | 13,492 | | | | | $ | (165) | | | | | $ | 109,491 | | |
Balance at January 1, 2017
|
| | | | — | | | | | $ | — | | | | | | 272,636 | | | | | $ | 3 | | | | | | 4,604,563 | | | | | $ | 45 | | | | | $ | 96,116 | | | | | $ | 13,492 | | | | | $ | (165) | | | | | $ | 109,491 | | |
Employee stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 412 | | | | | | — | | | | | | — | | | | | | 412 | | |
Common stock issued in initial public offering, net of stock issuance costs of $10,002
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,565,000 | | | | | | 36 | | | | | | 114,737 | | | | | | — | | | | | | — | | | | | | 114,773 | | |
Restricted stock grants, net of forfeiture
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 28,383 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Exercise of stock options
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,503 | | | | | | — | | | | | | 135 | | | | | | — | | | | | | — | | | | | | 135 | | |
Repurchase of shares for exercise of stock
options and tax withholding for restricted stock vesting |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | (6,139) | | | | | | | | | | | | (255) | | | | | | | | | | | | | | | | | | (255) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,369 | | | | | | — | | | | | | 12,369 | | |
Other comprehensive loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (41) | | | | | | (41) | | |
Balance at December 31, 2017
|
| | | | — | | | | | $ | — | | | | | | 272,636 | | | | | $ | 3 | | | | | | 8,196,310 | | | | | $ | 81 | | | | | $ | 211,145 | | | | | $ | 25,861 | | | | | $ | (206) | | | | | $ | 236,884 | | |
|
| | |
2017
|
| |
2016
|
| |
2015
|
| |||||||||
Cash flows from operating activities: | | | | | | | | | | | | | | | | | | | |
Net income
|
| | | $ | 12,369 | | | | | $ | 5,013 | | | | | $ | 4,269 | | |
Adjustments to reconcile net income to net cash:
|
| | | | | | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 978 | | | | | | 785 | | | | | | 696 | | |
Net amortization on securities
|
| | | | 321 | | | | | | 355 | | | | | | 492 | | |
Amortization of subordinated debt issuance costs
|
| | | | 46 | | | | | | — | | | | | | — | | |
Gain on sale of securities
|
| | | | — | | | | | | (40) | | | | | | — | | |
Provision for loan losses
|
| | | | 7,059 | | | | | | 8,060 | | | | | | 2,015 | | |
Net change in deferred loan fees
|
| | | | (90) | | | | | | (15) | | | | | | (1,006) | | |
Deferred income tax benefit
|
| | | | 790 | | | | | | (913) | | | | | | (455) | | |
Stock-based compensation expense
|
| | | | 412 | | | | | | 2,328 | | | | | | 447 | | |
Net change in:
|
| | | | | | | | | | | | | | | | | | |
Accrued interest receivable
|
| | | | (1,686) | | | | | | (434) | | | | | | (628) | | |
Accounts payable, accrued expenses and other liabilities
|
| | | | 10,777 | | | | | | (1,215) | | | | | | 1,542 | | |
Change in debit card holder balances
|
| | | | 2,018 | | | | | | 6,635 | | | | | | (2,919) | | |
Change in Accrued interest payable
|
| | | | 522 | | | | | | (93) | | | | | | (6) | | |
Accounts receivable, net
|
| | | | (1,181) | | | | | | (4,550) | | | | | | 245 | | |
Receivable from prepaid card programs, net
|
| | | | (2,013) | | | | | | (187) | | | | | | 3,703 | | |
Prepaid expenses and other assets
|
| | | | 1,151 | | | | | | (1,171) | | | | | | (2,952) | | |
Net cash provided by operating activities
|
| | | | 31,473 | | | | | | 14,558 | | | | | | 5,443 | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | |
Loan originations and payments, net
|
| | | | (377,118) | | | | | | (240,420) | | | | | | (184,597) | | |
Proceeds from sales of loans
|
| | | | 7,871 | | | | | | — | | | | | | — | | |
Redemptions of other investments
|
| | | | 7,203 | | | | | | — | | | | | | — | | |
Purchases of other investments
|
| | | | (8,292) | | | | | | (182) | | | | | | (5,368) | | |
Purchase of securities available for sale
|
| | | | (1,470) | | | | | | (1,546) | | | | | | — | | |
Proceeds from sales and calls of securities available for sale
|
| | | | — | | | | | | 2,771 | | | | | | — | | |
Proceeds from paydowns and maturities of securities available for sale
|
| | | | 6,359 | | | | | | 8,378 | | | | | | 9,491 | | |
Purchase of securities held to maturity
|
| | | | — | | | | | | (2,684) | | | | | | (5,151) | | |
Proceeds from paydowns of securities held to maturity
|
| | | | 1,034 | | | | | | 1,198 | | | | | | 283 | | |
Purchase of premises and equipment, net
|
| | | | (2,211) | | | | | | (1,180) | | | | | | (1,732) | | |
Net cash used in investing activities
|
| | | | (366,624) | | | | | | (233,665) | | | | | | (187,074) | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | | | | |
Proceeds from issuance of common stock, net
|
| | | | 114,773 | | | | | | 28,368 | | | | | | 12,606 | | |
Proceeds from issuance of preferred stock, net
|
| | | | — | | | | | | 5,503 | | | | | | — | | |
Purchase and retirement of treasury preferred stock
|
| | | | — | | | | | | (1,400) | | | | | | — | | |
Proceeds from exercise of stock options
|
| | | | 135 | | | | | | — | | | | | | — | | |
Redemption of common stock for exercise of stock options and tax withholdings for resticted stock vesting
|
| | | | (255) | | | | | | | | | | | | | | |
Redemption of preferred stock, net
|
| | | | — | | | | | | (2,672) | | | | | | — | | |
Payment of preferred stock dividend
|
| | | | — | | | | | | (3,420) | | | | | | — | | |
Proceeds from issuance of subordinated debt, net of issuance cost
|
| | | | 24,443 | | | | | | — | | | | | | — | | |
Proceeds from FHLB advances
|
| | | | 326,864 | | | | | | 120,000 | | | | | | 97,426 | | |
Repayments of FHLB advances
|
| | | | (363,084) | | | | | | (137,729) | | | | | | (65,202) | | |
Net increase in deposits
|
| | | | 410,575 | | | | | | 227,741 | | | | | | 156,793 | | |
Net cash provided by financing activities
|
| | | | 513,451 | | | | | | 236,391 | | | | | | 201,623 | | |
Increase in cash and cash equivalents
|
| | | | 178,300 | | | | | | 17,284 | | | | | | 19,992 | | |
Cash and cash equivalents at the beginning of the year
|
| | | | 82,931 | | | | | | 65,647 | | | | | | 45,655 | | |
Cash and cash equivalents at the end of the year
|
| | | $ | 261,231 | | | | | $ | 82,931 | | | | | $ | 65,647 | | |
Supplemental information: | | | | | | | | | | | | | | | | | | | |
Cash paid during the year for:
|
| | | | | | | | | | | | | | | | | | |
Interest
|
| | | $ | 8,149 | | | | | $ | 6,182 | | | | | $ | 5,025 | | |
Taxes
|
| | | $ | 8,787 | | | | | $ | 5,270 | | | | | $ | 3,265 | | |
Non-cash investing and financing activities: | | | | | | | | | | | | | | | | | | | |
Transfer of loans held for investment to held for sale
|
| | | $ | 7,871 | | | | | $ | 26,095 | | | | | $ | — | | |
At December 31, 2017
|
| |
Amortized
Cost |
| |
Gross
Unrealized Gains |
| |
Gross
Unrealized Losses |
| |
Fair Value
|
| ||||||||||||
Available-for-sale | | | | | | | | | | | | | | | | | | | | | | | | | |
Residential mortgage-backed securities
|
| | | $ | 24,856 | | | | | $ | 70 | | | | | $ | (242) | | | | | $ | 24,684 | | |
Residential collateralized mortgage obligations
|
| | | | 2,809 | | | | | | — | | | | | | (103) | | | | | | 2,706 | | |
Commercial collateralized mortgage obligations
|
| | | | 1,581 | | | | | | — | | | | | | (31) | | | | | | 1,550 | | |
Municipal bond
|
| | | | 1,098 | | | | | | 11 | | | | | | — | | | | | | 1,109 | | |
CRA mutual fund
|
| | | | 2,160 | | | | | | — | | | | | | (52) | | | | | | 2,108 | | |
Total securities available-for-sale
|
| | | $ | 32,504 | | | | | $ | 81 | | | | | $ | (428) | | | | | $ | 32,157 | | |
Held-to-maturity | | | | | | | | | | | | | | | | | | | | | | | | | |
Residential mortgage-backed securities
|
| | | $ | 5,403 | | | | | $ | — | | | | | $ | (98) | | | | | $ | 5,305 | | |
Foreign government securities
|
| | | | 25 | | | | | | — | | | | | | — | | | | | | 25 | | |
Total securities held-to-maturity
|
| | | $ | 5,428 | | | | | $ | — | | | | | $ | (98) | | | | | $ | 5,330 | | |
|
At December 31, 2016
|
| |
Amortized
Cost |
| |
Gross
Unrealized Gains |
| |
Gross
Unrealized Losses |
| |
Fair Value
|
| ||||||||||||
Available-for-sale | | | | | | | | | | | | | | | | | | | | | | | | | |
Residential mortgage-backed securities
|
| | | $ | 29,152 | | | | | $ | 165 | | | | | $ | (290) | | | | | $ | 29,027 | | |
Residential collateralized mortgage obligations
|
| | | | 5,233 | | | | | | — | | | | | | (130) | | | | | | 5,103 | | |
Municipal bond
|
| | | | 1,122 | | | | | | 14 | | | | | | — | | | | | | 1,136 | | |
CRA mutual fund
|
| | | | 2,115 | | | | | | — | | | | | | (52) | | | | | | 2,063 | | |
Total securities available-for-sale
|
| | | $ | 37,622 | | | | | $ | 179 | | | | | $ | (472) | | | | | $ | 37,329 | | |
Held-to-maturity | | | | | | | | | | | | | | | | | | | | | | | | | |
Residential mortgage-backed securities
|
| | | $ | 6,475 | | | | | $ | — | | | | | $ | (81) | | | | | $ | 6,394 | | |
Foreign government securities
|
| | | | 25 | | | | | | — | | | | | | — | | | | | | 25 | | |
Total securities held-to-maturity
|
| | | $ | 6,500 | | | | | $ | — | | | | | $ | (81) | | | | | $ | 6,419 | | |
|
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2017
|
| |
2016
|
| |
2015
|
| |||||||||
Proceeds
|
| | | $ | — | | | | | $ | 2,771 | | | | | $ | — | | |
Gross gains
|
| | | $ | — | | | | | $ | 40 | | | | | $ | — | | |
Gross losses
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | |
Held to Maturity
|
| |
Available for Sale
|
| ||||||||||||||||||
At December 31, 2017
|
| |
Amortized
Cost |
| |
Fair Value
|
| |
Amortized
Cost |
| |
Fair Value
|
| ||||||||||||
Within one year
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
One to five years
|
| | | | 25 | | | | | | 25 | | | | | | — | | | | | | — | | |
Five to ten years
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Beyond ten years
|
| | | | — | | | | | | — | | | | | | 1,098 | | | | | | 1,109 | | |
Total
|
| | | | 25 | | | | | | 25 | | | | | | 1,098 | | | | | | 1,109 | | |
Residential mortgage-backed securities
|
| | | $ | 5,403 | | | | | $ | 5,305 | | | | | $ | 24,856 | | | | | $ | 24,684 | | |
Residential collateralized mortgage obligations
|
| | | | — | | | | | | — | | | | | | 2,809 | | | | | | 2,706 | | |
Commercial collateralized mortgage obligations
|
| | | | | | | | | | | | | | | | 1,581 | | | | | | 1,550 | | |
CRA mutual fund
|
| | | | — | | | | | | — | | | | | | 2,160 | | | | | | 2,108 | | |
Total Securities
|
| | | $ | 5,428 | | | | | $ | 5,330 | | | | | $ | 32,504 | | | | | $ | 32,157 | | |
|
| | |
Held to Maturity
|
| |
Available for Sale
|
| ||||||||||||||||||
At December 31, 2016
|
| |
Amortized
Cost |
| |
Fair Value
|
| |
Amortized
Cost |
| |
Fair Value
|
| ||||||||||||
Within one year
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
One to five years
|
| | | | 25 | | | | | | 25 | | | | | | — | | | | | | — | | |
Five to ten years
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Beyond ten years
|
| | | | — | | | | | | — | | | | | | 1,122 | | | | | | 1,136 | | |
Total
|
| | | | 25 | | | | | | 25 | | | | | | 1,122 | | | | | | 1,136 | | |
Residential mortgage-backed securities
|
| | | $ | 6,475 | | | | | $ | 6,394 | | | | | $ | 29,152 | | | | | $ | 29,027 | | |
Residential collateralized mortgage obligations
|
| | | | — | | | | | | — | | | | | | 5,233 | | | | | | 5,103 | | |
CRA mutual fund
|
| | | | — | | | | | | — | | | | | | 2,115 | | | | | | 2,063 | | |
Total Securities
|
| | | $ | 6,500 | | | | | $ | 6,419 | | | | | $ | 37,622 | | | | | $ | 37,329 | | |
|
| | |
Less than 12 Months
|
| |
12 months or more
|
| |
Total
|
| |||||||||||||||||||||||||||
At December 31, 2017
|
| |
Estimated
Fair Value |
| |
Unrealized
Losses |
| |
Estimated
Fair Value |
| |
Unrealized
Losses |
| |
Estimated
Fair Value |
| |
Unrealized
Losses |
| ||||||||||||||||||
Residential mortgage-backed securities
|
| | | $ | 9,194 | | | | | $ | (85) | | | | | $ | 7,738 | | | | | $ | (157) | | | | | $ | 16,932 | | | | | $ | (242) | | |
Residential collateralized mortgage obligations
|
| | | | — | | | | | | — | | | | | | 2,706 | | | | | | (103) | | | | | | 2,706 | | | | | | (103) | | |
Commercial collateralized mortgage obligations
|
| | | | | | | | | | | | | | | | 1,550 | | | | | | (31) | | | | | | 1,550 | | | | | | (31) | | |
CRA mutual fund
|
| | | | — | | | | | | — | | | | | | 2,108 | | | | | | (52) | | | | | | 2,108 | | | | | | (52) | | |
Total securities available-for-sale
|
| | | $ | 9,194 | | | | | $ | (85) | | | | | $ | 14,102 | | | | | $ | (343) | | | | | $ | 23,296 | | | | | $ | (428) | | |
Residential mortgage-backed securities
|
| | | $ | 3,260 | | | | | $ | (33) | | | | | $ | 2,045 | | | | | $ | (65) | | | | | $ | 5,305 | | | | | $ | (98) | | |
Total held-to-maturity
|
| | | $ | 3,260 | | | | | $ | (33) | | | | | $ | 2,045 | | | | | $ | (65) | | | | | $ | 5,305 | | | | | $ | (98) | | |
|
| | |
Less than 12 Months
|
| |
12 months or more
|
| |
Total
|
| |||||||||||||||||||||||||||
At December 31, 2016
|
| |
Estimated
Fair Value |
| |
Unrealized
Losses |
| |
Estimated
Fair Value |
| |
Unrealized
Losses |
| |
Estimated
Fair Value |
| |
Unrealized
Losses |
| ||||||||||||||||||
Residential mortgage-backed securities
|
| | | $ | 16,733 | | | | | $ | (290) | | | | | $ | — | | | | | $ | — | | | | | $ | 16,733 | | | | | $ | (290) | | |
Residential collateralized mortgage obligations
|
| | | | 2,887 | | | | | | (60) | | | | | | 2,216 | | | | | | (70) | | | | | | 5,103 | | | | | | (130) | | |
CRA mutual fund
|
| | | | — | | | | | | — | | | | | | 2,063 | | | | | | (52) | | | | | | 2,063 | | | | | | (52) | | |
Total securities available-for-sale
|
| | | $ | 19,620 | | | | | $ | (350) | | | | | $ | 4,279 | | | | | $ | (122) | | | | | $ | 23,899 | | | | | $ | (472) | | |
Residential mortgage-backed securities
|
| | | $ | 6,394 | | | | | $ | (81) | | | | | $ | — | | | | | $ | — | | | | | $ | 6,394 | | | | | $ | (81) | | |
Total held-to-maturity
|
| | | $ | 6,394 | | | | | $ | (81) | | | | | $ | — | | | | | $ | — | | | | | $ | 6,394 | | | | | $ | (81) | | |
|
| | |
At December 31,
|
| |||||||||
| | |
2017
|
| |
2016
|
| ||||||
Real estate | | | | | | | | | | | | | |
Commercial
|
| | | $ | 783,745 | | | | | $ | 547,711 | | |
Construction
|
| | | | 36,960 | | | | | | 29,447 | | |
Multifamily
|
| | | | 190,097 | | | | | | 117,373 | | |
One-to-four family
|
| | | | 25,568 | | | | | | 26,480 | | |
Total Real Estate
|
| | | | 1,036,370 | | | | | | 721,011 | | |
Commercial and industrial
|
| | | | 340,001 | | | | | | 315,870 | | |
Consumer
|
| | | | 44,595 | | | | | | 18,825 | | |
Total loans
|
| | | | 1,420,966 | | | | | | 1,055,706 | | |
Deferred fees
|
| | | | (1,070) | | | | | | (1,160) | | |
Allowance for loan losses
|
| | | | (14,887) | | | | | | (11,815) | | |
Net loans at the end of the year
|
| | | $ | 1,405,009 | | | | | $ | 1,042,731 | | |
|
December 31, 2017
|
| |
Commercial
Real Estate |
| |
Commercial
& Industrial |
| |
Construction
|
| |
Multi
Family |
| |
One-to-four
Family |
| |
Consumer
|
| |
Total
|
| |||||||||||||||||||||
Allowance for loan losses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Beginning balance
|
| | | $ | 5,206 | | | | | $ | 5,364 | | | | | $ | 409 | | | | | $ | 620 | | | | | $ | 109 | | | | | $ | 107 | | | | | $ | 11,815 | | |
Provision for loan losses
|
| | | | 1,930 | | | | | | 4,093 | | | | | | 110 | | | | | | 536 | | | | | | 29 | | | | | | 361 | | | | | | 7,059 | | |
Loans charged-off
|
| | | | — | | | | | | (3,879) | | | | | | — | | | | | | — | | | | | | — | | | | | | (108) | | | | | | (3,987) | | |
Recoveries
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total ending allowance balance
|
| | | $ | 7,136 | | | | | $ | 5,578 | | | | | $ | 519 | | | | | $ | 1,156 | | | | | $ | 138 | | | | | $ | 360 | | | | | $ | 14,887 | | |
|
December 31, 2016
|
| |
Commercial
Real Estate |
| |
Commercial
& Industrial |
| |
Construction
|
| |
Multi
Family |
| |
One-to-four
Family |
| |
Consumer
|
| |
Total
|
| |||||||||||||||||||||
Allowance for loan losses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Beginning balance
|
| | | $ | 3,650 | | | | | $ | 4,254 | | | | | $ | 589 | | | | | $ | 986 | | | | | $ | 444 | | | | | $ | 19 | | | | | $ | 9,942 | | |
Provision (credit) for loan
losses |
| | | | 1,556 | | | | | | 6,640 | | | | | | (180) | | | | | | (366) | | | | | | 322 | | | | | | 88 | | | | | | 8,060 | | |
Loans charged-off
|
| | | | — | | | | | | (5,530) | | | | | | — | | | | | | — | | | | | | (659) | | | | | | — | | | | | | (6,189) | | |
Recoveries
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2 | | | | | | — | | | | | | 2 | | |
Total ending allowance balance
|
| | | $ | 5,206 | | | | | $ | 5,364 | | | | | $ | 409 | | | | | $ | 620 | | | | | $ | 109 | | | | | $ | 107 | | | | | $ | 11,815 | | |
|
December 31, 2015
|
| |
Commercial
Real Estate |
| |
Commercial
& Industrial |
| |
Construction
|
| |
Multi
Family |
| |
One-to-four
Family |
| |
Consumer
|
| |
Total
|
| |||||||||||||||||||||
Allowance for loan losses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Beginning balance
|
| | | $ | 3,283 | | | | | $ | 3,106 | | | | | $ | 269 | | | | | $ | 778 | | | | | $ | 480 | | | | | $ | — | | | | | $ | 7,916 | | |
Provision (credit) for loan
losses |
| | | | 367 | | | | | | 1,148 | | | | | | 320 | | | | | | 208 | | | | | | (47) | | | | | | 19 | | | | | | 2,015 | | |
Loans charged-off
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Recoveries
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11 | | | | | | — | | | | | | 11 | | |
Total ending allowance balance
|
| | | $ | 3,650 | | | | | $ | 4,254 | | | | | $ | 589 | | | | | $ | 986 | | | | | $ | 444 | | | | | $ | 19 | | | | | $ | 9,942 | | |
|
At December 31, 2017
|
| |
Commercial
Real Estate |
| |
Commercial
& Industrial |
| |
Construction
|
| |
Multi
Family |
| |
One-to-four
Family |
| |
Consumer
|
| |
Total
|
| |||||||||||||||||||||
Allowance for loan losses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Individually evaluated for impairment
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 9 | | | | | $ | 77 | | | | | $ | 86 | | |
Collectively evaluated for impairment
|
| | | | 7,136 | | | | | | 5,578 | | | | | | 519 | | | | | | 1,156 | | | | | | 129 | | | | | | 283 | | | | | $ | 14,801 | | |
Total ending allowance balance
|
| | | $ | 7,136 | | | | | $ | 5,578 | | | | | $ | 519 | | | | | $ | 1,156 | | | | | $ | 138 | | | | | $ | 360 | | | | | $ | 14,887 | | |
Loans: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Individually evaluated for impairment
|
| | | $ | 2,368 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 3,566 | | | | | $ | 155 | | | | | $ | 6,089 | | |
Collectively evaluated for impairment
|
| | | | 781,377 | | | | | | 340,001 | | | | | | 36,960 | | | | | | 190,097 | | | | | | 22,002 | | | | | | 44,440 | | | | | | 1,414,877 | | |
Total ending loan balance
|
| | | $ | 783,745 | | | | | $ | 340,001 | | | | | $ | 36,960 | | | | | $ | 190,097 | | | | | $ | 25,568 | | | | | $ | 44,595 | | | | | $ | 1,420,966 | | |
|
At December 31, 2016
|
| |
Commercial
Real Estate |
| |
Commercial
& Industrial |
| |
Construction
|
| |
Multi
Family |
| |
One-to-four
Family |
| |
Consumer
|
| |
Total
|
| |||||||||||||||||||||
Allowance for loan losses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Individually evaluated for impairment
|
| | | $ | — | | | | | $ | 366 | | | | | $ | — | | | | | $ | — | | | | | $ | 10 | | | | | $ | — | | | | | $ | 376 | | |
Collectively evaluated for impairment
|
| | | | 5,206 | | | | | | 4,998 | | | | | | 409 | | | | | | 620 | | | | | | 99 | | | | | | 107 | | | | | $ | 11,439 | | |
Total ending allowance balance
|
| | | $ | 5,206 | | | | | $ | 5,364 | | | | | $ | 409 | | | | | $ | 620 | | | | | $ | 109 | | | | | $ | 107 | | | | | $ | 11,815 | | |
Loans: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Individually evaluated for impairment
|
| | | $ | 5,504 | | | | | $ | 4,915 | | | | | $ | — | | | | | $ | — | | | | | $ | 1,130 | | | | | $ | — | | | | | $ | 11,549 | | |
Collectively evaluated for impairment
|
| | | | 542,207 | | | | | | 310,955 | | | | | | 29,447 | | | | | | 117,373 | | | | | | 25,350 | | | | | | 18,825 | | | | | | 1,044,157 | | |
Total ending loan balance
|
| | | $ | 547,711 | | | | | $ | 315,870 | | | | | $ | 29,447 | | | | | $ | 117,373 | | | | | $ | 26,480 | | | | | $ | 18,825 | | | | | $ | 1,055,706 | | |
|
At December 31, 2017
|
| |
Unpaid
Principal Balance |
| |
Recorded
Investment |
| |
Allowance
for Loan Losses Allocated |
| |
Average
Recorded Investment |
| |
Interest
Income Recognized |
| |||||||||||||||
With an allowance recorded: | | | | | | | |||||||||||||||||||||||||
Commercial & industrial
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 2,928 | | | | | $ | — | | |
One-to-four family
|
| | | | 686 | | | | | | 556 | | | | | | 9 | | | | | | 563 | | | | | | 21 | | |
Consumer
|
| | | | 155 | | | | | | 155 | | | | | | 77 | | | | | | 75 | | | | | | 8 | | |
Total
|
| | | $ | 841 | | | | | $ | 711 | | | | | $ | 86 | | | | | $ | 3,566 | | | | | $ | 29 | | |
Without an allowance recorded: | | | | | | | |||||||||||||||||||||||||
Commercial & industrial
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 5,367 | | | | | $ | 229 | | |
Commercial real estate
|
| | | | 2,890 | | | | | | 2,368 | | | | | | 0 | | | | | | 938 | | | | | | 43 | | |
One-to-four family
|
| | | | 3,157 | | | | | | 3,010 | | | | | | 0 | | | | | | 1,547 | | | | | | 87 | | |
Total
|
| | | $ | 6,047 | | | | | $ | 5,378 | | | | | $ | — | | | | | $ | 7,852 | | | | | $ | 359 | | |
|
At December 31, 2016
|
| |
Unpaid
Principal Balance |
| |
Recorded
Investment |
| |
Allowance
for Loan Losses Allocated |
| |
Average
Recorded Investment |
| |
Interest
Income Recognized |
| |||||||||||||||
With an allowance recorded: | | | | | | | |||||||||||||||||||||||||
Commercial & industrial
|
| | | $ | 8,783 | | | | | $ | 3,660 | | | | | $ | 366 | | | | | $ | 6,330 | | | | | $ | 207 | | |
One-to-four family
|
| | | | 694 | | | | | | 565 | | | | | | 10 | | | | | | 565 | | | | | | 21 | | |
Total
|
| | | $ | 9,477 | | | | | $ | 4,225 | | | | | $ | 376 | | | | | $ | 6,895 | | | | | $ | 228 | | |
Without an allowance recorded: | | | | | | | |||||||||||||||||||||||||
Commercial real estate
|
| | | $ | 5,974 | | | | | $ | 5,504 | | | | | $ | — | | | | | $ | 5,814 | | | | | $ | 267 | | |
Commercial & industrial
|
| | | | 1,255 | | | | | | 1,255 | | | | | | — | | | | | | 1,340 | | | | | | 54 | | |
One-to-four family
|
| | | | 713 | | | | | | 565 | | | | | | — | | | | | | 565 | | | | | | 23 | | |
Total
|
| | | $ | 7,942 | | | | | $ | 7,324 | | | | | $ | — | | | | | $ | 7,719 | | | | | $ | 344 | | |
|
At December 31, 2015
|
| |
Unpaid
Principal Balance |
| |
Recorded
Investment |
| |
Allowance
for Loan Losses Allocated |
| |
Average
Recorded Investment |
| |
Interest
Income Recognized |
| |||||||||||||||
With an allowance recorded: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial & industrial
|
| | | $ | 1,933 | | | | | $ | 1,933 | | | | | $ | 134 | | | | | $ | 1,983 | | | | | $ | 136 | | |
One-to-four family
|
| | | | 1,694 | | | | | | 1,223 | | | | | | 293 | | | | | | 1,223 | | | | | | 21 | | |
Total
|
| | | $ | 3,627 | | | | | $ | 3,156 | | | | | $ | 427 | | | | | $ | 3,206 | | | | | $ | 157 | | |
Without an allowance recorded: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial real estate
|
| | | $ | 2,155 | | | | | $ | 1,806 | | | | | $ | — | | | | | $ | 1,833 | | | | | $ | 93 | | |
Commercial & industrial
|
| | | | 1,425 | | | | | | 1,425 | | | | | | — | | | | | | 1,510 | | | | | | 61 | | |
Multi-family
|
| | | | 5,971 | | | | | | 5,971 | | | | | | — | | | | | | 6,010 | | | | | | 235 | | |
One-to-four family
|
| | | | 713 | | | | | | 565 | | | | | | — | | | | | | 565 | | | | | | 21 | | |
Total
|
| | | $ | 10,264 | | | | | $ | 9,767 | | | | | $ | — | | | | | $ | 9,918 | | | | | $ | 410 | | |
|
At December 31, 2017
|
| |
Nonaccrual
|
| |
Loans Past Due
Over 90 Days Still Accruing |
| ||||||
Commercial real estate
|
| | | $ | 787 | | | | | $ | — | | |
Commercial & industrial
|
| | | | — | | | | | | — | | |
One-to-four family
|
| | | | 2,447 | | | | | | — | | |
Consumer
|
| | | | 155 | | | | | | — | | |
Total
|
| | | $ | 3,389 | | | | | $ | — | | |
|
At December 31, 2016
|
| |
Nonaccrual
|
| |
Loans Past Due
Over 90 Days Still Accruing |
| ||||||
Commercial & industrial
|
| | | $ | 3,660 | | | | | $ | — | | |
|
At December 31, 2017
|
| |
30 – 59 Days
|
| |
60 – 89 Days
|
| |
Greater than
90 days |
| |
Total Past
Due |
| |
Loans not
Past Due |
| |
Total
|
|||||||||||||||||
Commercial real estate
|
| | | $ | 836 | | | | | $ | — | | | | | $ | 787 | | | | | $ | 1,623 | | | | | $ | 782,122 | | | | | $ | 783,745 |
Commercial & industrial
|
| | | | 85 | | | | | | 142 | | | | | | — | | | | | | 227 | | | | | | 339,774 | | | | | | 340,001 |
Construction
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 36,960 | | | | | | 36,960 |
Multifamily
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 190,097 | | | | | | 190,097 |
One-to-four family
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 25,568 | | | | | | 25,568 |
Consumer
|
| | | | 149 | | | | | | 21 | | | | | | 155 | | | | | | 325 | | | | | | 44,270 | | | | | | 44,595 |
Total
|
| | | $ | 1,070 | | | | | $ | 163 | | | | | $ | 942 | | | | | $ | 2,175 | | | | | $ | 1,418,791 | | | | | $ | 1,420,966 |
|
At December 31, 2016
|
| |
30 – 59 Days
|
| |
60 – 89 Days
|
| |
Greater than
90 days |
| |
Total Past
Due |
| |
Loans not
Past Due |
| |
Total
|
|||||||||||||||||
Commercial real estate
|
| | | $ | — | | | | | $ | 958 | | | | | $ | — | | | | | $ | 958 | | | | | $ | 546,753 | | | | | $ | 547,711 |
Commercial & industrial
|
| | | | 14 | | | | | | 3,922 | | | | | | — | | | | | | 3,936 | | | | | | 311,934 | | | | | | 315,870 |
Construction
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 29,447 | | | | | | 29,447 |
Multifamily
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 117,373 | | | | | | 117,373 |
One-to-four family
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 26,480 | | | | | | 26,480 |
Consumer
|
| | | | — | | | | | | 34 | | | | | | — | | | | | | 34 | | | | | | 18,791 | | | | | | 18,825 |
Total
|
| | | $ | 14 | | | | | $ | 4,914 | | | | | $ | — | | | | | $ | 4,928 | | | | | $ | 1,050,778 | | | | | $ | 1,055,706 |
|
At December 31, 2016
|
| |
Number of Loans
|
| |
Pre-Modification
Outstanding Recorded Investment |
| |
Post-Modification
Outstanding Recorded Investment |
| |||||||||
Troubled debt restructurings: | | | | | | | | | | | | | | | | | | | |
Commercial Real Estate
|
| | | | 1 | | | | | $ | 3,875 | | | | | $ | 3,875 | | |
Total
|
| | | | 1 | | | | | $ | 3,875 | | | | | $ | 3,875 | | |
|
At December 31, 2015
|
| |
Number of Loans
|
| |
Pre-Modification
Outstanding Recorded Investment |
| |
Post-Modification
Outstanding Recorded Investment |
| |||||||||
Troubled debt restructurings: | | | | | | | | | | | | | | | | | | | |
Commercial & Industrial
|
| | | | 1 | | | | | $ | 1,933 | | | | | $ | 1,933 | | |
Total
|
| | | | 1 | | | | | $ | 1,933 | | | | | $ | 1,933 | | |
|
At December 31, 2017
|
| |
Pass
|
| |
Special
Mention |
| |
Substandard
|
| |
Doubtful
|
| |
Total
|
||||||||||||||
Commercial real estate
|
| | | $ | 777,410 | | | | | $ | 4,369 | | | | | $ | 1,966 | | | | | $ | — | | | | | $ | 783,745 |
Commercial & industrial
|
| | | | 331,775 | | | | | | 8,226 | | | | | | — | | | | | | — | | | | | | 340,001 |
Construction
|
| | | | 36,960 | | | | | | — | | | | | | — | | | | | | — | | | | | | 36,960 |
Multifamily
|
| | | | 190,097 | | | | | | — | | | | | | — | | | | | | — | | | | | | 190,097 |
Total
|
| | | $ | 1,336,242 | | | | | $ | 12,595 | | | | | $ | 1,966 | | | | | $ | — | | | | | $ | 1,350,803 |
|
At December 31, 2016
|
| |
Pass
|
| |
Special
Mention |
| |
Substandard
|
| |
Doubtful
|
| |
Total
|
||||||||||||||
Commercial real estate
|
| | | $ | 542,206 | | | | | $ | 4,293 | | | | | $ | 1,212 | | | | | $ | — | | | | | $ | 547,711 |
Commercial & industrial
|
| | | | 309,295 | | | | | | 2,915 | | | | | | 3,660 | | | | | | — | | | | | | 315,870 |
Construction
|
| | | | 29,447 | | | | | | — | | | | | | — | | | | | | — | | | | | | 29,447 |
Multifamily
|
| | | | 117,373 | | | | | | — | | | | | | — | | | | | | — | | | | | | 117,373 |
Total
|
| | | $ | 998,321 | | | | | $ | 7,208 | | | | | $ | 4,872 | | | | | $ | — | | | | | $ | 1,010,401 |
|
At December 31, 2017
|
| |
Performing
|
| |
Non-Performing
|
| |
Total
|
| |||||||||
One-to-four family
|
| | | $ | 23,121 | | | | | $ | 2,447 | | | | | $ | 25,568 | | |
Consumer
|
| | | | 44,440 | | | | | | 155 | | | | | | 44,595 | | |
Total
|
| | | $ | 67,561 | | | | | $ | 2,602 | | | | | $ | 70,163 | | |
|
At December 31, 2016
|
| |
Performing
|
| |
Non-Performing
|
| |
Total
|
| |||||||||
One-to-four family
|
| | | $ | 26,480 | | | | | $ | — | | | | | $ | 26,480 | | |
Consumer
|
| | | | 18,825 | | | | | | — | | | | | | 18,825 | | |
Total
|
| | | $ | 45,305 | | | | | $ | — | | | | | $ | 45,305 | | |
|
| | |
Year Ended December 31,
|
| |||||||||
| | |
2017
|
| |
2016
|
| ||||||
Furniture and Equipment (useful life of 3 to 7 years)
|
| | | $ | 7,376 | | | | | $ | 5,973 | | |
Leasehold Improvements (useful life of 3 to 10 years)
|
| | | | 10,820 | | | | | | 10,012 | | |
Total Premises and Equipment
|
| | | | 18,196 | | | | | | 15,985 | | |
Less accumulated depreciation and amortization
|
| | | | (11,928) | | | | | | (10,950) | | |
Total Premises and Equipment, net
|
| | | $ | 6,268 | | | | | $ | 5,035 | | |
|
| | |
At December 31,
|
| |||||||||
| | |
2017
|
| |
2016
|
| ||||||
Core Deposits | | | | | | | | | | | | | |
Noninterest bearing demand accounts
|
| | | $ | 812,497 | | | | | $ | 403,402 | | |
Money market
|
| | | | 484,589 | | | | | | 482,393 | | |
Savings accounts
|
| | | | 27,024 | | | | | | 17,472 | | |
Total core deposits
|
| | | | 1,324,110 | | | | | | 903,267 | | |
Time Deposits | | | | | | | | | | | | | |
Time deposits under $100,000
|
| | | | 73,437 | | | | | | 69,188 | | |
Time deposits $100,000 and over
|
| | | | 6,808 | | | | | | 21,325 | | |
Total deposits
|
| | | $ | 1,404,355 | | | | | $ | 993,780 | | |
|
| | ||||||
2018
|
| | | $ | 63,245 | | |
2019
|
| | | | 16,219 | | |
2020
|
| | | | 68 | | |
2021
|
| | | | 283 | | |
2022
|
| | | | 430 | | |
Total time deposits
|
| | | $ | 80,245 | | |
|
| | |
Year Ending December 31,
|
| |||||||||
| | |
2017
|
| |
2016
|
| ||||||
Maturing in 2018, fixed rate at rates from 1.21% to 3.23%, weighted averaging 1.53%
|
| | | $ | 42,198 | | | | | $ | — | | |
Maturing 2017 through 2018, fixed rate at rates from 0.77% to 3.23%, weighted averaging 0.95%
|
| | | | | | | | | | 78,418 | | |
Total
|
| | | $ | 42,198 | | | | | $ | 78,418 | | |
|
| | |
Principal
|
| |||
2018
|
| | | $ | 42,198 | | |
2019
|
| | | | — | | |
2020
|
| | | | — | | |
2021
|
| | | | — | | |
2022
|
| | | | — | | |
Total
|
| | | $ | 42,198 | | |
|
| | |
Year Ended December 31,
|
| |||||||||||||||
(in thousands)
|
| |
2017
|
| |
2016
|
| |
2015
|
| |||||||||
Current | | | | | | | | | | | | | | | | | | | |
Federal
|
| | | $ | 7,920 | | | | | $ | 3,466 | | | | | $ | 2,873 | | |
State and local
|
| | | | 2,499 | | | | | | 492 | | | | | | 141 | | |
Total current
|
| | | | 10,419 | | | | | | 3,958 | | | | | | 3,014 | | |
Deferred | | | | | | | | | | | | | | | | | | | |
Federal
|
| | | | 1,045 | | | | | | (795) | | | | | | (622) | | |
State and local
|
| | | | (255) | | | | | | (118) | | | | | | 167 | | |
Total deferred
|
| | | | 790 | | | | | | (913) | | | | | | (455) | | |
Total income tax expense
|
| | | $ | 11,209 | | | | | $ | 3,045 | | | | | $ | 2,559 | | |
|
| | |
At December 31,
|
| |||||||||
| | |
2017
|
| |
2016
|
| ||||||
Deferred tax assets: | | | | | | | | | | | | | |
Allowance for loan losses
|
| | | $ | 4,583 | | | | | $ | 4,990 | | |
Nonaccrual interest income
|
| | | | 28 | | | | | | 159 | | |
Off balance sheet reserves
|
| | | | 110 | | | | | | 68 | | |
Restricted stock
|
| | | | 153 | | | | | | 165 | | |
Tangible asset
|
| | | | 23 | | | | | | 36 | | |
Non-Qualified stock options
|
| | | | 183 | | | | | | 251 | | |
Unrealized loss on securities available for sale
|
| | | | 86 | | | | | | 118 | | |
Total gross deferred tax assets
|
| | | | 5,166 | | | | | | 5,787 | | |
Deferred tax liabilities: | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 574 | | | | | | 427 | | |
Prepaid asset
|
| | | | 159 | | | | | | 150 | | |
Total gross deferred tax liabilities
|
| | | | 733 | | | | | | 577 | | |
Net deferred tax asset, included in other assets
|
| | | $ | 4,433 | | | | | $ | 5,210 | | |
|
| | |
For the year ended December 31,
|
| |||||||||||||||||||||||||||||||||
| | |
2017
|
| |
2016
|
| |
2015
|
| |||||||||||||||||||||||||||
| | |
Tax expense/
(benefit) |
| |
Rate
|
| |
Tax expense/
(benefit) |
| |
Rate
|
| |
Tax expense/
(benefit) |
| |
Rate
|
| ||||||||||||||||||
Pretax income at statutory rates
|
| | | $ | 8,252 | | | | | | 35.00% | | | | | $ | 2,740 | | | | | | 34.00% | | | | | $ | 2,322 | | | | | | 34.00% | | |
State and local taxes, net of federal income
tax benefit |
| | | | 1,459 | | | | | | 6.19 | | | | | | 247 | | | | | | 3.10 | | | | | | 204 | | | | | | 3.00 | | |
Nondeductible expenses
|
| | | | 21 | | | | | | 0.09 | | | | | | 19 | | | | | | 0.20 | | | | | | 13 | | | | | | 0.20 | | |
Stock options
|
| | | | (113) | | | | | | (0.48) | | | | | | 49 | | | | | | 0.60 | | | | | | 16 | | | | | | 0.20 | | |
Tax-exempt income, net
|
| | | | (10) | | | | | | (0.04) | | | | | | (10) | | | | | | (0.10) | | | | | | — | | | | | | — | | |
Impact of U.S. tax reform (the Tax Act)
|
| | | | 1,581 | | | | | | 6.71 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Other
|
| | | | 19 | | | | | | 0.08 | | | | | | — | | | | | | — | | | | | | 4 | | | | | | 0.10 | | |
Effective income tax expense/rate
|
| | | $ | 11,209 | | | | | | 47.55% | | | | | $ | 3,045 | | | | | | 37.80% | | | | | $ | 2,559 | | | | | | 37.50% | | |
|
Year Ending December 31,
|
| | |||||
2018
|
| | | $ | 2,753 | | |
2019
|
| | | | 2,754 | | |
2020
|
| | | | 2,737 | | |
2021
|
| | | | 2,201 | | |
2022
|
| | | | 2,129 | | |
Thereafter (and through 2035)
|
| | | | 6,754 | | |
| | | | $ | 19,328 | | |
|
| | |
Fair Value Measurement
At December 31, Using |
| |||||||||||||||
2017
|
| |
Quoted Prices
in Active Markets For Identical Assets (Level 1) |
| |
Significant
Other Observable Inputs (Level 2) |
| |
Significant
Unobservable Inputs (Level 3) |
| |||||||||
Assets: | | | | | | | | | | | | | | | | | | | |
Residential mortgage-backed securities
|
| | | $ | — | | | | | $ | 24,684 | | | | | $ | — | | |
Residential collateralized mortgage obligation
|
| | | | — | | | | | | 2,706 | | | | | | — | | |
Commercial collateralized mortgage obligations
|
| | | | | | | | | | 1,550 | | | | | | | | |
Municipal bond
|
| | | | — | | | | | | 1,109 | | | | | | — | | |
CRA Mutual Fund
|
| | | | 2,108 | | | | | | — | | | | | | — | | |
| | |
Fair Value Measurement
At December 31, Using |
| |||||||||||||||
2016
|
| |
Quoted Prices
in Active Markets For Identical Assets (Level 1) |
| |
Significant
Other Observable Inputs (Level 2) |
| |
Significant
Unobservable Inputs (Level 3) |
| |||||||||
Assets: | | | | | | | | | | | | | | | | | | | |
Residential mortgage-backed securities
|
| | | $ | — | | | | | $ | 29,027 | | | | | $ | — | | |
Residential collateralized mortgage obligation
|
| | | | — | | | | | | 5,103 | | | | | | — | | |
Municipal bond
|
| | | | — | | | | | | 1,136 | | | | | | — | | |
CRA Mutual Fund
|
| | | | 2,063 | | | | | | — | | | | | | — | | |
| | |
Fair Value Measurements Using:
|
| |||||||||||||||||||||
| | |
Total at
December 31, 2016 |
| |
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
| |
Significant
Other Observable Inputs (Level 2) |
| |
Significant
Unobservable Inputs (Level 3) |
| ||||||||||||
Impaired loans:
|
| | | | | ||||||||||||||||||||
Commercial and industrial loan
|
| | | $ | 3,294 | | | | | $ | — | | | | | $ | — | | | | | $ | 3,294 | | |
| | |
Fair Value
|
| |
Valuation Technique
|
| |
Unobservable Input
|
| |
Range
(Weighted Average) |
| ||||||
December 31, 2016 | | | | | | | | | | | | | | | | | | | |
Impaired loans – Commercial and industrial loan
|
| | | $ | 3,294 | | | | Market approach |
| |
Adjustments for
the difference in comparable sales |
| | | | 10.00% | | |
| | |
At December 31, 2017
|
| |||||||||||||||||||||||||||
| | | | | | | | |
Fair Value Measurement Using:
|
| | | | | | | |||||||||||||||
| | |
Carrying
Amount |
| |
Quoted
Prices in Active Markets for Identical Assets (Level 1) |
| |
Significant
Other Observable Inputs (Level 2) |
| |
Significant
Unobservable Inputs (Level 3) |
| |
Total Fair
Value |
| |||||||||||||||
Financial assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and due from banks
|
| | | $ | 261,231 | | | | | $ | 261,231 | | | | | $ | — | | | | | $ | — | | | | | $ | 261,231 | | |
Securities available for sale
|
| | | | 32,157 | | | | | | 2,108 | | | | | | 30,049 | | | | | | — | | | | | | 32,157 | | |
Securities held to maturity
|
| | | | 5,428 | | | | | | — | | | | | | 5,330 | | | | | | — | | | | | | 5,330 | | |
Loans, net
|
| | | | 1,405,009 | | | | | | — | | | | | | — | | | | | | 1,410,860 | | | | | | 1,410,860 | | |
Other investments
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Federal Reserve Bank stock
|
| | | | 3,911 | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
Federal Home Loan Bank stock
|
| | | | 2,766 | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
SBA Loan Fund
|
| | | | 5,000 | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
Certificates of deposit
|
| | | | 2,000 | | | | | | 2,000 | | | | | | — | | | | | | — | | | | | | 2,000 | | |
Accrued interest receivable
|
| | | | 4,421 | | | | | | 11 | | | | | | 116 | | | | | | 4,294 | | | | | | 4,421 | | |
Financial liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Deposits without stated maturities
|
| | | $ | 1,324,110 | | | | | $ | 1,324,110 | | | | | $ | — | | | | | $ | — | | | | | | 1,324,110 | | |
Deposits with stated maturities
|
| | | | 80,245 | | | | | | — | | | | | | 80,079 | | | | | | — | | | | | | 80,079 | | |
FHLB Advances
|
| | | | 42,198 | | | | | | — | | | | | | 42,188 | | | | | | — | | | | | | 42,188 | | |
Trust preferred securities payable
|
| | | | 20,620 | | | | | | — | | | | | | | | | | | | 19,997 | | | | | | 19,997 | | |
Subordinated debt, net of issurance cost
|
| | | | 24,489 | | | | | | — | | | | | | 25,500 | | | | | | — | | | | | | 25,500 | | |
Accrued interest payable
|
| | | | 749 | | | | | | 27 | | | | | | 258 | | | | | | 464 | | | | | | 749 | | |
| | |
At December 31, 2016
|
| |||||||||||||||||||||||||||
| | | | | | | | |
Fair Value Measurement Using:
|
| | | | | | | |||||||||||||||
| | |
Carrying
Amount |
| |
Quoted
Prices in Active Markets for Identical Assets (Level 1) |
| |
Significant
Other Observable Inputs (Level 2) |
| |
Significant
Unobservable Inputs (Level 3) |
| |
Total Fair
Value |
| |||||||||||||||
Financial assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and due from banks
|
| | | $ | 82,931 | | | | | $ | 82,931 | | | | | $ | — | | | | | $ | — | | | | | $ | 82,931 | | |
Securities available for sale
|
| | | | 37,329 | | | | | | 2,063 | | | | | | 35,266 | | | | | | . | | | | | | 37,329 | | |
Securities held to maturity
|
| | | | 6,500 | | | | | | — | | | | | | 6,419 | | | | | | — | | | | | | 6,419 | | |
Loans, net
|
| | | | 1,042,731 | | | | | | — | | | | | | — | | | | | | 1,059,333 | | | | | | 1,059,333 | | |
Other investments
|
| | | | 12,588 | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
Accrued interest receivable
|
| | | | 2,735 | | | | | | — | | | | | | 157 | | | | | | 2,578 | | | | | | 2,735 | | |
Financial liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Deposits without stated maturities
|
| | | $ | 903,267 | | | | | $ | 903,267 | | | | | $ | — | | | | | $ | — | | | | | $ | 903,267 | | |
Deposits with stated maturities
|
| | | | 90,513 | | | | | | — | | | | | | 90,559 | | | | | | — | | | | | | 90,559 | | |
FHLB Advances
|
| | | | 78,418 | | | | | | — | | | | | | 78,872 | | | | | | — | | | | | | 78,872 | | |
Trust preferred securities payable
|
| | | | 20,620 | | | | | | — | | | | | | — | | | | | | 19,998 | | | | | | 19,998 | | |
Accrued interest payable
|
| | | | 227 | | | | | | 19 | | | | | | 62 | | | | | | 146 | | | | | | 227 | | |
| | |
2015
|
|
Risk-free interest rate
|
| |
12.19%
|
|
Expected term
|
| |
10 years
|
|
Dividend yield
|
| |
0%
|
|
| | |
2017
|
| |
2016
|
| ||||||||||||||||||
| | |
Number of
Options |
| |
Weighted
Average Exercise Price |
| |
Number of
Options |
| |
Weighted
Average Exercise Price |
| ||||||||||||
Outstanding, beginning of year
|
| | | | 276,500 | | | | | $ | 19.97 | | | | | | 289,000 | | | | | $ | 20.41 | | |
Granted
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Exercised
|
| | | | (4,503) | | | | | | 30.00 | | | | | | — | | | | | | — | | |
Cancelled/forfeited
|
| | | | (497) | | | | | | 30.00 | | | | | | (12,500) | | | | | | 30.00 | | |
Outstanding, end of year
|
| | | | 271,500 | | | | | $ | 19.79 | | | | | | 276,500 | | | | | $ | 19.97 | | |
Options vested and exercisable at year-end
|
| | | | 271,500 | | | | | $ | 19.79 | | | | | | 276,500 | | | | | $ | 19.97 | | |
Weighted average fair value of options granted during the year
|
| | | | | | | | | $ | — | | | | | | | | | | | $ | — | | |
Weighted average remaining contractual life (years)
|
| | | | | | | | | | 5.57 | | | | | | | | | | | | 6.25 | | |
| | |
Options Outstanding
|
| |||||||||||||||
Range of Average Exercise Prices
|
| |
Number
Outstanding at December 31, 2017 |
| |
Weighted
Average Remaining Contractual Life |
| |
Weighted
Average Exercise Price |
| |||||||||
$10 – 20
|
| | | | 231,000 | | | | | | 6.38 | | | | | | 18.00 | | |
$21 – 30
|
| | | | 40,500 | | | | | | 0.95 | | | | | | 30.00 | | |
$10 – 30
|
| | | | 271,500 | | | | | | 5.57 | | | | | | 19.79 | | |
|
| | |
Year Ended December 31, 2017
|
| |||||||||
| | |
Number of
Shares |
| |
Weighted
Average Grant Date Fair Value |
| ||||||
Outstanding, beginning of year
|
| | | | 64,638 | | | | | $ | 20.42 | | |
Granted
|
| | | | 31,606 | | | | | $ | 21.00 | | |
Forfeited
|
| | | | (3,167) | | | | | $ | 18.00 | | |
Vested
|
| | | | (16,973) | | | | | $ | 18.00 | | |
Outstanding at December 31, 2017
|
| | | | 76,104 | | | | | $ | 20.61 | | |
|
| | |
At December 31,
|
| |||||||||||||||||||||
| | |
2017
|
| |
2016
|
| ||||||||||||||||||
| | |
Fixed Rate
|
| |
Variable Rate
|
| |
Fixed Rate
|
| |
Variable Rate
|
| ||||||||||||
Undrawn lines of credit
|
| | | $ | 39,651 | | | | | $ | 76,008 | | | | | $ | 60,984 | | | | | $ | 9,890 | | |
Letters of credit
|
| | | | 23,741 | | | | | | — | | | | | | 9,808 | | | | | | — | | |
| | | | $ | 63,392 | | | | | $ | 76,008 | | | | | $ | 70,792 | | | | | $ | 9,890 | | |
|
| | |
Actual
|
| |
For Capital Adequacy
Purposes |
| |
To be Well Capitalized
under Prompt Corrective Action Regulations |
| |||||||||||||||||||||||||||||||||||||||
| | |
Amount
|
| |
Ratio
|
| |
Amount
|
| | | | | | | |
Ratio
|
| |
Amount
|
| | | | | | | |
Ratio
|
| ||||||||||||||||||
At December 31, 2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total capital (to risk-weighted assets) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Metropolitan Bank Holding Corp.
|
| | | $ | 287,039 | | | | | | 19.9% | | | | | $ | 115,636 | | | | | | ≥ | | | | | | 8.0% | | | | | | N/A | | | | | | | | | | | | N/A | | |
Metropolitan Commercial Bank
|
| | | $ | 280,317 | | | | | | 19.4% | | | | | $ | 115,523 | | | | | | ≥ | | | | | | 8.0% | | | | | $ | 144,403 | | | | | | ≥ | | | | | | 10.0% | | |
Tier 1 common equity (to risk-weighted assets)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Metropolitan Bank Holding Corp.
|
| | | $ | 221,803 | | | | | | 15.3% | | | | | $ | 65,045 | | | | | | ≥ | | | | | | 4.5% | | | | | | N/A | | | | | | | | | | | | N/A | | |
Metropolitan Commercial Bank
|
| | | $ | 265,076 | | | | | | 18.4% | | | | | $ | 64,981 | | | | | | ≥ | | | | | | 4.5% | | | | | $ | 93,862 | | | | | | ≥ | | | | | | 6.5% | | |
Tier 1 capital (to risk-weighted assets) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Metropolitan Bank Holding Corp.
|
| | | $ | 247,305 | | | | | | 17.1% | | | | | $ | 86,726 | | | | | | ≥ | | | | | | 6.0% | | | | | | N/A | | | | | | | | | | | | N/A | | |
Metropolitan Commercial Bank
|
| | | $ | 265,076 | | | | | | 18.4% | | | | | $ | 86,642 | | | | | | ≥ | | | | | | 6.0% | | | | | $ | 115,523 | | | | | | ≥ | | | | | | 8.0% | | |
Tier 1 capital (to average assets) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Metropolitan Bank Holding Corp.
|
| | | $ | 247,305 | | | | | | 13.7% | | | | | $ | 72,206 | | | | | | ≥ | | | | | | 4.0% | | | | | | N/A | | | | | | | | | | | | N/A | | |
Metropolitan Commercial Bank
|
| | | $ | 265,076 | | | | | | 14.7% | | | | | $ | 72,099 | | | | | | ≥ | | | | | | 4.0% | | | | | $ | 90,124 | | | | | | ≥ | | | | | | 5.0% | | |
At December 31, 2016 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total capital (to risk-weighted assets) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Metropolitan Bank Holding Corp.
|
| | | $ | 131,895 | | | | | | 12.5% | | | | | $ | 84,733 | | | | | | ≥ | | | | | | 8.0% | | | | | | N/A | | | | | | | | | | | | N/A | | |
Metropolitan Commercial Bank
|
| | | $ | 130,949 | | | | | | 12.4% | | | | | $ | 84,619 | | | | | | ≥ | | | | | | 8.0% | | | | | $ | 105,774 | | | | | | ≥ | | | | | | 10.0% | | |
Tier 1 common equity (to risk-weighted assets)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Metropolitan Bank Holding Corp.
|
| | | $ | 114,421 | | | | | | 10.8% | | | | | $ | 47,662 | | | | | | ≥ | | | | | | 4.5% | | | | | | N/A | | | | | | | | | | | | N/A | | |
Metropolitan Commercial Bank
|
| | | $ | 118,977 | | | | | | 11.3% | | | | | $ | 47,598 | | | | | | ≥ | | | | | | 4.5% | | | | | $ | 68,753 | | | | | | ≥ | | | | | | 6.5% | | |
Tier 1 capital (to risk-weighted assets) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Metropolitan Bank Holding Corp.
|
| | | $ | 119,923 | | | | | | 11.3% | | | | | $ | 63,549 | | | | | | ≥ | | | | | | 6.0% | | | | | | N/A | | | | | | | | | | | | N/A | | |
Metropolitan Commercial Bank
|
| | | $ | 118,977 | | | | | | 11.3% | | | | | $ | 63,465 | | | | | | ≥ | | | | | | 6.0% | | | | | $ | 84,619 | | | | | | ≥ | | | | | | 8.0% | | |
Tier 1 capital (to average assets) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Metropolitan Bank Holding Corp.
|
| | | $ | 119,923 | | | | | | 10.5% | | | | | $ | 45,742 | | | | | | ≥ | | | | | | 4.0% | | | | | | N/A | | | | | | | | | | | | N/A | | |
Metropolitan Commercial Bank
|
| | | $ | 118,977 | | | | | | 10.4% | | | | | $ | 45,703 | | | | | | ≥ | | | | | | 4.0% | | | | | $ | 57,128 | | | | | | ≥ | | | | | | 5.0% | | |
| | |
Actual
|
| |
Minimum for Capital Adequacy
plus Capital Conservation Buffer |
| ||||||||||||||||||||||||
| | |
Amount
|
| |
Ratio
|
| |
Amount
|
| | | | | | | |
Ratio
|
| ||||||||||||
December 31, 2017: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total capital (to risk-weighted assets) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Metropolitan Bank Holding Corp.
|
| | | $ | 287,039 | | | | | | 19.9% | | | | | | N/A | | | | | | | | | | | | N/A | | |
Metropolitan Commercial Bank
|
| | | $ | 280,317 | | | | | | 19.4% | | | | | $ | 133,573 | | | | | | ≥ | | | | | | 9.3% | | |
Tier 1 common equity (to risk-weighted assets) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Metropolitan Bank Holding Corp.
|
| | | $ | 221,803 | | | | | | 15.3% | | | | | | N/A | | | | | | | | | | | | N/A | | |
Metropolitan Commercial Bank
|
| | | $ | 265,076 | | | | | | 18.4% | | | | | $ | 83,032 | | | | | | ≥ | | | | | | 5.8% | | |
Tier 1 capital (to risk-weighted assets) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Metropolitan Bank Holding Corp.
|
| | | $ | 247,305 | | | | | | 17.1% | | | | | | N/A | | | | | | | | | | | | N/A | | |
Metropolitan Commercial Bank
|
| | | $ | 265,076 | | | | | | 18.4% | | | | | $ | 104,692 | | | | | | ≥ | | | | | | 7.3% | | |
Tier 1 capital (to average assets) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Metropolitan Bank Holding Corp.
|
| | | $ | 247,305 | | | | | | 13.7% | | | | | | N/A | | | | | | | | | | | | N/A | | |
Metropolitan Commercial Bank
|
| | | $ | 265,076 | | | | | | 14.7% | | | | | $ | 72,099 | | | | | | ≥ | | | | | | 4.0% | | |
| | |
Actual
|
| |
Minimum for Capital Adequacy
plus Capital Conservation Buffer |
| ||||||||||||||||||||||||
| | |
Amount
|
| |
Ratio
|
| |
Amount
|
| | | | | | | |
Ratio
|
| ||||||||||||
December 31, 2016: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total capital (to risk-weighted assets) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Metropolitan Bank Holding Corp.
|
| | | $ | 131,895 | | | | | | 12.5% | | | | | | N/A | | | | | | | | | | | | N/A | | |
Metropolitan Commercial Bank
|
| | | $ | 130,949 | | | | | | 12.4% | | | | | $ | 91,230 | | | | | | ≥ | | | | | | 8.6% | | |
Tier 1 common equity (to risk-weighted assets) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Metropolitan Bank Holding Corp.
|
| | | $ | 114,421 | | | | | | 10.8% | | | | | | N/A | | | | | | | | | | | | N/A | | |
Metropolitan Commercial Bank
|
| | | $ | 118,977 | | | | | | 11.3% | | | | | $ | 54,209 | | | | | | ≥ | | | | | | 5.1% | | |
Tier 1 capital (to risk-weighted assets) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Metropolitan Bank Holding Corp.
|
| | | $ | 119,923 | | | | | | 11.3% | | | | | | N/A | | | | | | | | | | | | N/A | | |
Metropolitan Commercial Bank
|
| | | $ | 118,977 | | | | | | 11.3% | | | | | $ | 70,075 | | | | | | ≥ | | | | | | 6.6% | | |
Tier 1 capital (to average assets) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Metropolitan Bank Holding Corp.
|
| | | $ | 119,923 | | | | | | 10.5% | | | | | | N/A | | | | | | | | | | | | N/A | | |
Metropolitan Commercial Bank
|
| | | $ | 118,977 | | | | | | 10.4% | | | | | $ | 45,703 | | | | | | ≥ | | | | | | 4.0% | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2017
|
| |
2016
|
| |
2015
|
| |||||||||
Basic | | | | | | | | | | | | | | | | | | | |
Net income per consolidated statements of income
|
| | | $ | 12,369 | | | | | $ | 5,013 | | | | | $ | 4,269 | | |
Less: Dividends paid to preferred shareholders
|
| | | | — | | | | | | (3,420) | | | | | | — | | |
Less: Earnings allocated to participating securities
|
| | | | (183) | | | | | | (30) | | | | | | (85) | | |
Net income available to common stockholder
|
| | | $ | 12,186 | | | | | $ | 1,563 | | | | | $ | 4,184 | | |
Weighted average common shares outstanding including participating securities
|
| | | | 5,147,149 | | | | | | 3,708,734 | | | | | | 2,775,152 | | |
Less: Weighted average participating securities
|
| | | | (76,104) | | | | | | (68,708) | | | | | | (55,347) | | |
Weighted average common shares outstanding
|
| | | | 5,071,045 | | | | | | 3,640,026 | | | | | | 2,719,805 | | |
Basic earnings per common share
|
| | | $ | 2.40 | | | | | $ | 0.43 | | | | | $ | 1.54 | | |
Diluted | | | | | | | | | | | | | | | | | | | |
Net income allocated to common shareholders
|
| | | $ | 12,186 | | | | | $ | 1,563 | | | | | $ | 4,184 | | |
Weighted average common shares outstanding for basic earnings per common share
|
| | | | 5,071,045 | | | | | | 3,640,026 | | | | | | 2,719,805 | | |
Add: Dilutive effects of assumed exercise of stock options
|
| | | | 131,189 | | | | | | 33,000 | | | | | | — | | |
Average shares and dilutive potential common shares
|
| | | | 5,202,234 | | | | | | 3,673,026 | | | | | | 2,719,805 | | |
Dilutive earnings per commons share
|
| | | $ | 2.34 | | | | | $ | 0.43 | | | | | $ | 1.54 | | |
|
| | |
At December 31,
|
| |||||||||
| | |
2017
|
| |
2016
|
| ||||||
Assets | | | | | | | | | | | | | |
Cash and due from banks
|
| | | $ | 6,761 | | | | | $ | 818 | | |
Loans, net of allowance for loan losses
|
| | | | 776 | | | | | | 776 | | |
Investments
|
| | | | 620 | | | | | | 620 | | |
Investment in subsidiary bank, at equity
|
| | | | 274,190 | | | | | | 128,671 | | |
Other assets
|
| | | | 596 | | | | | | 11 | | |
Total assets
|
| | | $ | 282,943 | | | | | $ | 130,896 | | |
Liabilities and Stockholders’ Equity | | | | | | | | | | | | | |
Trust preferred securities payable
|
| | | | 20,620 | | | | | | 20,620 | | |
Subordinated debt payable, net of issuance costs
|
| | | | 24,489 | | | | | | — | | |
Other liabilities
|
| | | | 950 | | | | | | 785 | | |
Total liabilities
|
| | | | 46,059 | | | | | | 21,405 | | |
Stockholders’ equity:
|
| | | | | | | | | | | | |
Preferred stock
|
| | | | 3 | | | | | | 3 | | |
Common stock
|
| | | | 81 | | | | | | 45 | | |
Surplus
|
| | | | 211,145 | | | | | | 96,116 | | |
Retained earnings
|
| | | | 25,861 | | | | | | 13,492 | | |
Accumulated other comprehensive loss, net of tax
|
| | | | (206) | | | | | | (165) | | |
Total equity
|
| | | | 236,884 | | | | | | 109,491 | | |
Total liabilities and stockholders’ equity
|
| | | $ | 282,943 | | | | | $ | 130,896 | | |
|
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2017
|
| |
2016
|
| |
2015
|
| |||||||||
Income: | | | | | | | | | | | | | | | | | | | |
Loan
|
| | | $ | 17 | | | | | $ | 6 | | | | | $ | — | | |
Securities and money market funds
|
| | | | — | | | | | | 19 | | | | | | 25 | | |
Total interest income
|
| | | | 17 | | | | | | 25 | | | | | | 25 | | |
Interest expense: | | | | | | | | | | | | | | | | | | | |
Trust preferred securities payable
|
| | | | 636 | | | | | | 539 | | | | | | 455 | | |
Subordinated debt interest expense
|
| | | | 1,322 | | | | | | — | | | | | | — | | |
Total interest expense
|
| | | | 1,958 | | | | | | 539 | | | | | | 455 | | |
Net interest expense
|
| | | | (1,941) | | | | | | (514) | | | | | | (430) | | |
Provision for loan losses
|
| | | | — | | | | | | 4 | | | | | | — | | |
Net interest income after provision for loan losses
|
| | | | (1,941) | | | | | | (518) | | | | | | (430) | | |
Other expense
|
| | | | 33 | | | | | | — | | | | | | — | | |
Loss before undistributed earnings of subsidiary bank
|
| | | | (1,974) | | | | | | (518) | | | | | | (430) | | |
Equity in undistributed earnings of subsidiary bank
|
| | | | 13,560 | | | | | | 5,319 | | | | | | 4,526 | | |
Income before income tax expense
|
| | | | 11,586 | | | | | | 4,801 | | | | | | 4,096 | | |
Income tax benefit
|
| | | | (783) | | | | | | (212) | | | | | | (173) | | |
Net income
|
| | | $ | 12,369 | | | | | $ | 5,013 | | | | | $ | 4,269 | | |
|
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2017
|
| |
2016
|
| |
2015
|
| |||||||||
Cash Flows From Operating Activities:
|
| | | | |||||||||||||||
Net income
|
| | | $ | 12,369 | | | | | $ | 5,013 | | | | | $ | 4,269 | | |
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
| | | | |||||||||||||||
Undistributed earnings of subsidiary bank
|
| | | | (13,560) | | | | | | (5,319) | | | | | | (4,526) | | |
Amortization of subordinated debt issuance costs
|
| | | | 46 | | | | | | — | | | | | | — | | |
Provision for loan losses
|
| | | | — | | | | | | 4 | | | | | | — | | |
Stock based compensation expense
|
| | | | 412 | | | | | | — | | | | | | — | | |
Decrease (increase) in other assets
|
| | | | (585) | | | | | | 25 | | | | | | (29) | | |
Increase (decrease) in other liabilities
|
| | | | 165 | | | | | | 415 | | | | | | 26 | | |
Net cash provided by (used in) operating activities
|
| | | | (1,153) | | | | | | 138 | | | | | | (260) | | |
Cash Flows From Investing Activities: | | | | | |||||||||||||||
Investments in subsidiary bank
|
| | | | (132,000) | | | | | | (26,000) | | | | | | (11,400) | | |
Loan to related party
|
| | | | — | | | | | | (780) | | | | | | — | | |
Net cash used in Investing activities
|
| | | | (132,000) | | | | | | (26,780) | | | | | | (11,400) | | |
Cash Flows From Financing Activities: | | | | | |||||||||||||||
Proceeds from issuance of common stock, net
|
| | | | 114,773 | | | | | | 28,368 | | | | | | 12,606 | | |
Repurchase of common stock for exercise of stock options and tax withholdings for restricted stock vestings
|
| | | | (255) | | | | | | — | | | | | | — | | |
Proceeds from issuance of preferred stock, net
|
| | | | — | | | | | | 5,503 | | | | | | — | | |
Purchase and retirement of preferred stock
|
| | | | — | | | | | | (1,400) | | | | | | — | | |
Redemption of preferred stock, net
|
| | | | — | | | | | | (2,672) | | | | | | — | | |
Proceeds from exercise of stock options
|
| | | | 135 | | | | | | — | | | | | | — | | |
Proceeds from issuance of subordinated debt, net of issuance cost
|
| | | | 24,443 | | | | | | — | | | | | | — | | |
Payment of preferred stock dividend
|
| | | | — | | | | | | (3,420) | | | | | | — | | |
Net cash provided by financing activities
|
| | | | 139,096 | | | | | | 26,379 | | | | | | 12,606 | | |
Net (decrease) increase in cash and cash equivalents
|
| | | | 5,943 | | | | | | (263) | | | | | | 946 | | |
Cash and cash equivalents, beginning of year
|
| | | | 818 | | | | | | 1,081 | | | | | | 135 | | |
Cash and cash equivalents, end of year
|
| | | $ | 6,761 | | | | | $ | 818 | | | | | $ | 1,081 | | |
|
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2017
|
| |
2016
|
| |
2015
|
| |||||||||
Beginning balance
|
| | | $ | (165) | | | | | $ | 16 | | | | | $ | 129 | | |
Net change in other comprehensive income (loss) before reclassification, net of tax
|
| | | | (41) | | | | | | (158) | | | | | | (113) | | |
Amounts reclassified from accumulated other comprehensive income, net of tax
|
| | | | — | | | | | | (23) | | | | | | — | | |
Net current period other comprehensive loss
|
| | | | (41) | | | | | | (181) | | | | | | (113) | | |
Ending balance
|
| | | $ | (206) | | | | | $ | (165) | | | | | $ | 16 | | |
|
| | |
Year Ended December 31,
|
| |
Affected line item in the Consolidated
Statements of Operations |
| |||||||||||||||
| | |
2017
|
| |
2016
|
| |
2015
|
| ||||||||||||
Realized gain on sale of available for sale securities
|
| | | $ | — | | | | | $ | 40 | | | | | $ | — | | | | Net gains on securities transactions | |
Income tax expense
|
| | | | — | | | | | $ | (17) | | | | | | — | | | | Income tax expense | |
Total reclassifications, net of income tax
|
| | | $ | — | | | | | $ | 23 | | | | | $ | — | | | | | |
|
| | |
2017 Quarter Ended
|
| |||||||||||||||||||||
| | |
December 31
|
| |
September 30
|
| |
June 30
|
| |
March 31
|
| ||||||||||||
Interest income
|
| | | $ | 17,864 | | | | | $ | 16,401 | | | | | $ | 14,047 | | | | | $ | 12,441 | | |
Interest expense
|
| | | | 2,293 | | | | | | 2,437 | | | | | | 2,281 | | | | | | 1,660 | | |
Net interest income
|
| | | | 15,571 | | | | | | 13,964 | | | | | | 11,766 | | | | | | 10,781 | | |
Provision for loan losses
|
| | | | 3,499 | | | | | | 1,200 | | | | | | 1,790 | | | | | | 570 | | |
Net interest income after provision for loan losses
|
| | | | 12,072 | | | | | | 12,764 | | | | | | 9,976 | | | | | | 10,211 | | |
Non-interest income
|
| | | | 6,249 | | | | | | 2,233 | | | | | | 1,573 | | | | | | 1,245 | | |
Non-interest expense
|
| | | | 9,780 | | | | | | 8,590 | | | | | | 7,141 | | | | | | 7,234 | | |
Income before income taxes
|
| | | | 8,541 | | | | | | 6,407 | | | | | | 4,408 | | | | | | 4,222 | | |
Income tax expense
|
| | | | 5,216 | | | | | | 2,562 | | | | | | 1,757 | | | | | | 1,674 | | |
Net income
|
| | | $ | 3,325 | | | | | $ | 3,845 | | | | | $ | 2,651 | | | | | $ | 2,548 | | |
Basic earnings per share
|
| | | $ | 0.50 | | | | | $ | 0.83 | | | | | $ | 0.57 | | | | | $ | 0.55 | | |
Diluted earnings per share
|
| | | $ | 0.49 | | | | | $ | 0.82 | | | | | $ | 0.57 | | | | | $ | 0.55 | | |
|
| | |
2016 Quarter Ended
|
| |||||||||||||||||||||
| | |
December 31
|
| |
September 30
|
| |
June 30
|
| |
March 31
|
| ||||||||||||
Interest income
|
| | | $ | 11,919 | | | | | $ | 11,337 | | | | | $ | 10,970 | | | | | $ | 9,929 | | |
Interest expense
|
| | | | 1,492 | | | | | | 1,519 | | | | | | 1,598 | | | | | | 1,480 | | |
Net interest income
|
| | | | 10,427 | | | | | | 9,818 | | | | | | 9,372 | | | | | | 8,449 | | |
Provision for loan losses
|
| | | | 5,900 | | | | | | 350 | | | | | | 1,250 | | | | | | 560 | | |
Net interest income after provision for loan losses
|
| | | | 4,527 | | | | | | 9,468 | | | | | | 8,122 | | | | | | 7,889 | | |
Non-interest income
|
| | | | 1,288 | | | | | | 1,321 | | | | | | 1,658 | | | | | | 1,156 | | |
Non-interest expense
|
| | | | 6,199 | | | | | | 8,267 | | | | | | 6,662 | | | | | | 6,243 | | |
Income before income taxes
|
| | | | (384) | | | | | | 2,522 | | | | | | 3,118 | | | | | | 2,802 | | |
Income tax expense
|
| | | | (433) | | | | | | 1,072 | | | | | | 1,268 | | | | | | 1,138 | | |
Net income
|
| | | $ | 49 | | | | | $ | 1,450 | | | | | $ | 1,850 | | | | | $ | 1,664 | | |
Basic earnings per share
|
| | | $ | 0.01 | | | | | $ | (0.50) | | | | | $ | 0.59 | | | | | $ | 0.53 | | |
Diluted earnings per share(1)
|
| | | $ | 0.01 | | | | | $ | (0.50) | | | | | $ | 0.58 | | | | | $ | 0.53 | | |
|
Exhibit 10.8
METROPOLITAN BANK
HOLDING CORPORATION
99 Park Avenue
New York, New York 10016
RESTRICTED SHARE AGREEMENT
AGREEMENT, dated as of _____________, 2018, between METROPOLITAN BANK HOLDING CORP., a New York corporation (the “Company”), and ___________ (“Grantee”).
WITNESSETH:
WHEREAS, as of June 9, 2009, the Company adopted the Metropolitan Bank Holding Corp. 2009 Equity Incentive Plan (as amended from time to time, the “Plan”), which Plan authorizes, among other things, the grant of restricted shares of common stock, $.01 par value (“Common Stock”), of the Company to directors, officers and employees of the Company and to other individuals; and
WHEREAS, the Company’s Compensation Committee, as administrator of the Plan, has determined that it would be in the best interests of the Company to grant the Restricted Shares documented herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Definitions. Capitalized terms not defined in this Agreement shall have the meaning ascribed to such terms in the Plan.
2. Grant of Restricted Shares. Subject to the terms and conditions set forth herein, the Company hereby grants to Grantee, as of the date hereof, _______ (______) shares of Common Stock (the “Restricted Shares”).
3. Vesting. Subject to such further limitations as are provided herein, the Restricted Shares shall vest over a three (3) year period with one-third (33-113%) of the number of Restricted Shares vesting on December 31, 2017, an additional one-third (33-1/3%) of the number of Restricted Shares vesting on December 31,2018 and the final one-third (33-1/3%) of the number of Restricted Shares vesting on December 31, 2019 (each a “Vesting Date”), provided that you continue to be employed with the Company, or one of its Affiliates, as of the applicable Vesting Date, such that one hundred percent (100%) of the number of the Restricted Shares will have vested on December 31, 2018. Notwithstanding the foregoing, the Restricted Shares shall become immediately vested upon: (a) the sale of substantially all of the assets of the Company; (b) a liquidation or dissolution affecting the Company; or (c) any merger, consolidation, sale of common stock or other corporate business combination, which in each case, results in a change in control. For the purposes of this Agreement, “change in control” shall mean the acquisition of the beneficial ownership of more than fifty (50%) of the Common Stock of the Company by a bona fide, third-party unaffiliated with the Company, or any Affiliate or
their respective current equity holders. In addition to the foregoing, the Restricted Shares shall also vest on the death or Disability of the Grantee.
4. Forfeiture of Restricted Shares Upon Termination of Employment.
(a) Upon Termination by the Company for Cause. In the event Grantee’s employment with the Company is terminated by the Company for “Cause” (as defined below) all unvested shares of Restricted Shares shall be deemed to be forfeited by Grantee as of the date of Grantee’s termination (the “Termination Date”). As of the Termination Date, Grantee shall have no rights to any of the unvested Restricted Shares and Grantee shall deliver any stock certificates then held by Grantee representing the unvested Restricted Shares to the Company to be cancelled and voided.
For purposes of this Agreement, “Cause” shall mean, the Grantee’s (i) voluntarily leaving his employment with the Company or one of its Affiliates, (ii) failure to comply with the rules, procedures or policies of the Company and its Affiliates including, without limitation, any failure to timely report to work at expected work hours, such determination to be made by the Company in its sole and absolute discretion, (iii) failure to perform the duties assigned by the President of the Company or the Board in a manner that fully meets expected performance standards, as determined by the Company in its sole and absolute discretion, (iv) perpetrate an act that constitutes a crime, including without limitation, a felony, misdemeanor, fraud, larceny, embezzlement, misappropriation of funds or other misconduct which results in pecuniary loss to the Company or any of its Affiliates or that brings the Company or any of its Affiliates into public disrepute, (v) failure or refusal to perform any of his duties or responsibilities, or breach of his duties or obligations under this Agreement, any such failure, refusal or breach to be determined by the Company in its sole and absolute discretion, (vi) disqualification of the Grantee to serve as a senior officer of the Company by any regulatory agency, (vii) willful malfeasance, misconduct, negligence, or incompetence, (viii) engaging in any material transaction which constitutes self dealing or a conflict of interest between the Grantee and the Company without prior disclosure of such transaction to the Company by the Grantee and receipt of prior written approval from the Company, or (ix) use of alcohol or drugs that interferes with the performance of the Grantee’s duties or other obligations to the Company and its Affiliates.
(b) Upon Termination by the Company without Cause. In the event Grantee’s employment is terminated by the Company without Cause, all shares of Restricted Shares then held by Grantee shall immediately become vested as of the Termination Date.
5. Certificate Legend. The share certificate evidencing the Restricted Shares issued hereunder shall be endorsed with the following legend or a legend substantively similar thereto:
“THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“1933 ACT”) NOR UNDER ANY APPLICABLE STATE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT RELATING TO SUCH STOCK UNDER THE 1933 ACT AND ANY
2 |
APPLICABLE STATE SECURITIES ACT, (II) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE 1933 ACT (OR ANY SIMILAR RULE UNDER SUCH ACT OR ACTS RELATING TO THE DISPOSITION OF SECURITIES), OR (III) AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR ACTS IS
AVAILABLE.”
“THE RIGHTS TO TRANSFER THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS AND PROVISIONS CONTAINED IN A RESTRICTED SHARE AGREEMENT.”
6. Non-Transferability of Restricted Shares. From the date hereof through the date of the last Vesting Date set forth in Section 3 (the “Restricted Period”), the Restricted Shares shall not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of (collectively, “Transferred”) by Grantee. Any attempt to Transfer the Restricted Shares in violation of this Section 6 shall be void ab initio. Following the Restricted Period, Grantee shall be permitted to Transfer the Restricted Shares, subject to the Company’s Right of First Refusal, as set forth in Section 7.
7. Company’s Right of First Refusal. Unless the Board, in its sole and absolute discretion, shall have given its prior written approval, the Grantee shall not, directly or indirectly, sell, exchange, pledge, transfer, grant an irrevocable proxy with respect to, devise, assign or in any other way dispose of, encumber or grant a security interest in any of the vested Restricted Shares issued pursuant to this Agreement, or any interest therein or any certificates representing any such vested Restricted Shares, nor shall Grantee attempt to do so, except for a sale to an unaffiliated bona-fide, third-party purchaser (“Proposed Purchaser”) in compliance with the right of first refusal set forth in this Section 7. Grantee shall give the Company _______ (___) days prior written notice of any proposed Transfer setting forth the terms and conditions thereof, the identity of the Proposed Purchaser and a copy of a written offer by such Proposed Purchaser. The Company has the right and option (but not the obligation), exercisable by written notice within _______ (___) days of receipt of Grantee’s notice of transfer, to purchase all of the vested Restricted Shares proposed to be transferred, and if such option is exercised, Grantee (and his estate and personal representatives) shall be obligated to sell such vested Restricted Shares to the Company, at the same price per share, and on the same terms and conditions offered by the Proposed Purchaser. If the Company does not exercise such right of first refusal, Grantee may proceed to sell the vested Restricted Shares to the Proposed Purchaser on the terms and conditions set forth in the notice of transfer. If Grantee fails to transfer to the Proposed Purchaser within ______ (___) days of the date of the notice of transfer, such vested Restricted Shares will again become subject to the Company’s right of first refusal.
8. Company’s Option to Repurchase on Termination of Employment.
(a) Subject to the sole and absolute discretion of the Board, if the Grantee’s employment with the Company and its Subsidiaries terminates for any reason, then the Company has the right and option (but not the obligation), exercisable by written notice within ______
3 |
(___) days of such termination event, to purchase all of the vested Restricted Shares held by the Grantee or his estate or personal representatives, and if such option is exercised, the Grantee (and his estate and personal representatives) shall be obligated to sell such vested Restricted Shares to the Company, at a price per share equal to the “Fair Market Value” thereof, determined as of the end of the month immediately preceding the date of the termination event. Fair Market Value for purposes of this Agreement shall be determined by the Company’s regular independent certified public accountants, which determination shall be conclusive and binding on the Company and the Grantee; provided, however, if the shares of the Company’s Common Stock are publicly traded on the date of the termination event, Fair Market Value shall be the closing price per share of the Company’s Common Stock on the date of the termination event.
(b) During such ______ (___) day exercise period, no Transfer of Shares may be made by the Grantee or his estate or personal representatives. If the Company does not elect to exercise its purchase rights, then following the exercise period and expiration of the Company’s purchase rights, all vested Restricted Shares held by the Grantee (or his estate or personal representatives) shall continue to be held subject to this Agreement and to all restrictions of applicable federal and state securities laws and the Grantee (or his estate or personal representatives, if applicable) may transfer such vested Restricted Shares to a bona-fide Proposed Purchaser subject to the right of first refusal of the Company to purchase such Shares pursuant to Section 7 of this Agreement.
(c) If the Company has exercised its option pursuant to this Section 8, such purchase shall occur at a closing held on a date specified in the Company’s notice to the Grantee, which date shall be within _____ (___) days of the Company’s written notice of its exercise of the repurchase option, at which time the Grantee (or his estate or personal representatives), shall deliver to the Company the applicable Restricted Shares (with stock certificates and stock powers therefor endorsed in blank), free and clear of all liens, claims and encumbrances whatsoever, other than this Agreement, and the Company shall deliver a check in payment for the purchase price for the vested Restricted Shares.
9. Sale of Entire Stock of the Company. If the Board, in its sole and absolute discretion, or the holders of more than fifty percent (50%) of the shares of Common Stock of the Company accept a bona-fide offer received from a third party unaffiliated with the Company (including an offer which is the result of a solicitation by the Company or such Common Stock holders) for the sale of all or substantially all of the Common Stock of the Company, then the Grantee agrees to and shall sell all of the vested Restricted Shares held by the Grantee to the third party purchaser at the same price and terms as to be received solely in respect of share purchase price by the other holders of Common Stock of the Company (which price shall exclude the value of any payments or benefits received by any other shareholder pursuant to any employment, management, consulting, non-competition, severance, restrictive covenant or similar agreement, or any securities or options or warrants or rights to subscribe to securities, payable or granted as compensation or incentives for services rendered or to be rendered). The Grantee shall also tender the Restricted Shares (together with stock certificates and stock powers therefor endorsed in blank), free and clear of all liens, claims and encumbrances other than this Agreement, and execute and deliver such other instruments and documents so as to implement the approved sale of capital stock of the Company.
4 |
10. No Special Employment Rights. The granting of the Restricted Shares shall not be construed to confer upon Grantee any right with respect to the continuation of his or her employment by the Company (or any Subsidiary of the Company) or interfere in any way with the right of the Company (or any Subsidiary of the Company), subject to the terms of any separate employment agreement to the contrary, at any time to terminate such employment or to increase or decrease the compensation of Grantee from the rate in existence as of the date hereof.
11. Tax Consequences. (a) All tax consequences under any applicable law which may arise from the grant of the Restricted Shares, the sale or disposition of any shares granted hereunder or from any other action of Grantee in connection with the foregoing shall be borne and paid solely by Grantee, and Grantee shall indemnify the Company, and its Subsidiaries and Affiliates, and shall hold them harmless against and from any liability for any such tax or penalty, interest or indexation thereon. Grantee agrees to, and undertakes to comply with, any ruling, settlement, closing agreement or other similar agreement or arrangement with any tax authority in connection with the foregoing which is approved by the Company. Grantee acknowledges that the Company (or any Subsidiary or Affiliate) may take such action as it may deem necessary or appropriate, in its discretion, for the purpose of or in connection with withholding of any taxes which the Company (or any Subsidiary or Affiliate) is required by Applicable Law to withhold in connection with the grant of the Restricted Shares hereunder. Grantee is advised to consult with a tax advisor with respect to the tax consequences of receiving the Restricted Shares. The Company does not assume any responsibility to advise Grantee on such matters, which shall remain solely the responsibility of Grantee.
(b) Grantee may elect to be immediately taxed on the Restricted Shares for United States Federal income tax purposes under Section 83(b) of the Code. Grantee shall notify the Company of his or her election within _____ (___) days of the date hereof.
12. Investment Representations. In connection with the receipt of the Restricted Shares, Grantee represents to the Company the following:
(a) Grantee is receiving these securities for investment for his or her own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act.
(b) Grantee understands that the securities have not been registered under the Securities Act.
(c) Grantee further acknowledges and understands that the securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Grantee further acknowledges and understands that the Company is under no obligation to register the securities. Grantee understands that the certificate evidencing the securities will be imprinted with a legend which prohibits the transfer of the securities unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company.
5 |
(d) Grantee acknowledges that no assurances or representations are made by the Company as to the present or future market value of the Common Stock or as to the business, affairs, financial condition or prospects of the Company. The Grantee acknowledges that the Common Stock of the Company is not currently publicly traded. Neither the Grantee nor his estate, personal representatives or any other successor or transferee shall have any registration rights with respect to any public offering of securities of the Company, its Subsidiaries, Affiliates, successors or assigns.
13. Rights of Stockholder. Except with regard to restrictions on selling, assigning, transferring, pledging, hypothecating, encumbering or otherwise disposing the Restricted Shares, Grantee will generally have all rights of a shareholder of the Company with respect to the shares of Restricted Shares from the date of grant until forfeiture, if any, pursuant to Section 3, including, without limitation, the right to receive dividends with respect to such Restricted Shares and the right to vote such Restricted Shares, subject to any restrictions in this Agreement.
14. Amendment. The Company may amend this Agreement with the consent of Grantee when and subject to such conditions as are deemed to be in the best interests of the Company.
15. Notices. Any communication or notice required or permitted to be given hereunder shall be in writing, and, if to the Company, to its principal place of business, attention: President, and, if to Grantee, to the address as appearing on the records of the Company. Such communication or notice shall be deemed given if and when (a) properly addressed and posted by registered or certified mail, postage prepaid, or (b) delivered by hand.
16. Execution. The grant of the Restricted Shares hereunder shall be binding and effective only if this Agreement is duly executed by or on behalf of the Company and the Grantee, and a signed copy is returned to the Company.
17. Grantee Bound by Plan. The Grantee acknowledges receipt of the attached copy of the Plan and agrees to be bound by all the terms and provisions thereof.
18. Governing Law. The validity, construction and interpretation of this Agreement shall be governed by and determined in accordance with the laws of the State of New York.
[SIGNATURES ON NEXT PAGE]
6 |
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date above written.
METROPOLITAN BANK HOLDING CORP. | ||
By: | ||
Name: | ||
Title: | ||
GRANTEE | ||
Name: |
7 |
Exhibit 10.9
METROPOLITAN
BANK HOLDING CORP.
99 Park Avenue
New York, New York 10016
OPTION AGREEMENT PURSUANT TO 2009 EQUITY INCENTIVE PLAN
As of ________, 2013
[ADDRESSEE]
Re: | Grant of Stock Option (Non-qualified Stock Option) |
Dear ________:
1. Grant of Option. As an incentive for you to remain an employee of Metropolitan Bank Holding Corp., a New York corporation (the “Company’’), Metropolitan National Bank (the “Bank”) or other Subsidiaries of the Company or the Bank, and to encourage you to acquire the proprietary interest of a stockholder in the Company, the Company hereby gives and grants to you (the “Optionee”), subject to all of the provisions of this Agreement and of the 2009 Equity Incentive Plan of the Company (the “2009 Plan”), a copy of which is annexed hereto and made a part hereof, the right and option (the “Option”) to purchase up to the aggregate number of shares (the “Option Shares”) of common stock, $.01 par value per share (the “Common Stock”) of the Company set forth in part (a) of Exhibit A attached hereto at the exercise price per share set forth in part (b) of Exhibit A attached hereto. The Option shall be treated as a non-qualified stock option for purposes of the Code. Each capitalized term used, but not defined herein, has the meaning ascribed to it in the 2009 Plan.
2. Terms of Exercise. The Option, which is granted pursuant hereto is not exercisable until the respective commencement exercise dates set forth in part (c) of Exhibit A attached hereto and for the number of Option Shares set forth for the respective commencement exercise dates and the Option may not be exercised after the termination exercise date set forth in part (d) of Exhibit A attached hereto, unless extended by the Board of Directors or a committee appointed by the Board of Directors of the Company to administer the 2009 Plan (in either case,
the “Committee”). The Option shall be exercisable by the Optionee in whole or in part, from time to time, but to no greater extent than will bring the total number of Option Shares purchased (including any and all Option Shares theretofore purchased) up to the cumulative maximum percentage of the Option Shares set forth in part (e) of Exhibit A attached hereto opposite the period in which such exercise occurs as set forth in such part (e). The Company agrees that until the termination exercise date, the Company shall maintain a sufficient number of authorized shares of Common Stock (which may be unissued shares or issued shares that have been reacquired by the Company) to provide the number of unexercised Option Shares granted to Optionee hereunder, after giving effect to all adjustments pursuant to Section 12 of the 2009 Plan. The portions of the Option which have become exercisable after the applicable commencement exercise dates are referred to as the “Vested Options” and the portions of the Option which have not yet become exercisable are referred to as the “Unvested Options”.
3. Limitations on Right to Exercise. Except as provided below, the Option may not be exercised unless the Optionee is then in the employ of the Company, the Bank or one of their Subsidiaries and shall have been continuously so employed since the date of the grant of the Option. No part of the Option shall be transferable otherwise than by will or by the laws of descent and distribution. The Option shall be exercisable during the Optionee’s lifetime only by the Optionee or by the Optionee’s legal guardian or legal representative. A transfer of an Option by will or the laws of descent and distribution shall not be effective unless the Committee shall have been furnished with such evidence as it may deem necessary to establish the validity of the transfer. Unless earlier terminated in accordance with its terms, upon termination of employment of the Optionee by the Company or the Bank for any reason other than cause, the Optionee shall retain the right to exercise all Vested Options including Options as to which vesting has accelerated in connection with such termination or pursuant to Section 4 of this Agreement. Such Vested Options may then be exercised for: (i) ninety (90) days following termination of employment if the Optionee’s employment is terminated by the Company or the Bank for cause or if the Optionee voluntarily terminates his employment with the Company or the Bank, or (ii) the remaining portion of the term of such Options if the Optionee’s employment terminates for any other reason.
2 |
If the Optionee’s employment shall be terminated by the Company or the Bank for cause or the Optionee shall voluntarily terminate his employment with the Company or the Bank, then all Unvested Options shall terminate as of the date of such termination, but previously Vested Options shall be retained by Optionee, and such Vested Options may then be exercised for: (i) ninety (90) days following termination of employment if the Optionee’s employment is terminated by the Company or the Bank for cause or if the Optionee voluntarily terminates his employment with the Company or the Bank, or (ii) the remaining portion of the term of such Options if the Optionee’s employment terminates for any other reason.
For purposes of this Agreement, “cause” shall mean:
(a) Conviction of the Optionee of any act of fraud, larceny, misappropriation of funds or embezzlement or of a felony involving securities or banking law; or
(b) Disqualification of the Optionee to serve as a senior officer of the Company or the Bank by a bank regulatory agency.
4. Accelerated Vesting of Options. Notwithstanding any other provision of this Agreement or Exhibit A hereto, all Options set forth in part (a) of Exhibit A of this Agreement shall vest and shall be deemed “Vested Options” upon the occurrence of any of the following events:
(i) Termination of employment of the Optionee by the Company or the Bank for any reason other than for cause;
(ii) If the membership of the Board of Directors of the Company or the Bank changes such that two (2) Directors have changed during any twelve (12) month period or three (3) Directors have changed during any twenty-four (24) month period; or
(iii) Any merger, consolidation, sale of substantially all of the assets, liquidation, dissolution or change of control or other corporate business combination affecting the Company or the Bank.
3 |
For purposes of this Agreement, “change of control” shall mean the acquisition of twenty-five percent (25%) of the Common Stock of the Company by a party unaffiliated with the Company or the Bank.
5. Exercise Upon Death. If the Optionee dies while employed by the Company or any subsidiary, the Option shall be exercisable by the Optionee’s estate, or by a person who acquired the right to exercise the Option by bequest or inheritance or by reason of the Optionee’s death, but only within a period of twelve (12) calendar months next succeeding the Optionee’s death, and then only if and to the extent that the Optionee was entitled to exercise the Option at the date of death, except that the number of Option Shares may be adjusted in accordance with the provisions of Section 12 of the 2009 Plan.
6. Payment of Option Price and Notice of Exercise. Each exercise of the Option shall be effective only upon the delivery of a written notice of such exercise, addressed to the Secretary of the Company (the “Secretary”), together with payment in full of the price for as many of the Option Shares as to which the Option is being exercised. The date of exercise, provided the Option is validly exercised, is the date on which the Secretary receives the notice, payment and instruments referred to in this Section 6. The price for such Option Shares shall be paid in cash.
7. No Right to Continued Employment. This Agreement is not an employment agreement and nothing contained in this Agreement shall in any manner restrict or affect the right of the Company, the Bank or any subsidiary thereof to terminate the Optionee’s employment at any time, for any reason, with or without cause.
8. Compliance with Laws and Regulations. The Option and the obligation of the Company to sell and deliver the Option Shares, or any of them, hereunder shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any government or regulatory agency as may be required. Without limiting the generality of the foregoing, the Optionee acknowledges and understands that the Option Shares have not been registered under the Securities Act of 1933, as amended, or under the Blue Sky or securities laws of any state, that
4 |
the Company has no obligation to so register any of the Option Shares and that, except to the extent the Option Shares are so registered, the Option Shares will be restricted securities and may be sold, transferred or otherwise disposed of only if an exemption from such registration is available. Unless the Option Shares have been so registered, there shall be noted conspicuously upon each stock certificate representing Option Shares, the following statement:
“The shares of stock represented by this certificate have not been registered under the Securities Act of 1933 (“1933 Act”) nor under any applicable state securities act and may not be offered or sold except pursuant to (i) an effective registration statement relating to such stock under the 1933 Act and any applicable state securities act, (ii) to the extent applicable, Rule 144 under the 193 3 Act (or any similar rule under such act or acts relating to the disposition of securities), or (iii) an opinion of counsel satisfactory to the Corporation that an exemption from registration under such act or acts is available.”
“The rights to transfer and vote the shares represented by this Certificate are restricted by the terms and provisions contained in an Option Agreement.”
An ISO granted under the 2009 Plan, to remain qualified as such, shall be subject to all limitations on exercise and other requirements imposed by the Code to qualify as an ISO.
9. Company’s Right of First Refusal to Purchase Option Shares. Unless the Board of Directors of the Company, in its sole and absolute discretion, shall have given its prior written approval, the Optionee shall not directly or indirectly sell, exchange, pledge, transfer, grant an irrevocable proxy with respect to, devise, assign or in any other way dispose of, encumber or grant a security interest in (hereinafter referred to as a “Transfer”), any of the Option Shares issued pursuant to this Agreement, or any interest therein or any certificates representing any such Option Shares, nor shall Optionee attempt to do so, except for a sale to a bona-fide purchaser (“Proposed Purchaser”) in compliance with the right of first refusal set forth in this Section 9. Optionee shall give the Company ____ (____) days prior written notice of any proposed Transfer setting forth the terms and conditions thereof, the identity of the Proposed
5 |
Purchaser and a copy of a written offer by such Proposed Purchaser. The Company has the right and option (but not the obligation), exercisable by written notice within ___ (___) days of receipt of Optionee’s notice of transfer, to purchase all of the Option Shares proposed to be transferred, and if such option is exercised, Optionee (and his estate and personal representatives) shall be obligated to sell such Option Shares to the Company, at the same price per share, and on the same terms and conditions offered by the Proposed Purchaser. If the Company does not exercise such right of first refusal, Optionee may proceed to sell the Option Shares to the Proposed Purchaser on the terms and conditions set forth in the notice of transfer. If Optionee fails to transfer to the Proposed Purchaser within 120 days of the date of the notice of transfer, such Option Shares will again become subject to the Company’s right of first refusal.
10. Company’s Option to Repurchase on Termination of Employment.
(a) Subject to the sole and absolute discretion of the Board of Directors of the Company, if an Optionee ceases to be employed by the Company or its Subsidiaries for any reason or no reason, including death, disability, termination with cause or without cause, or voluntary termination by Optionee and is no longer affiliated with the Company as an employee, director, officer or consultant, or if the Optionee becomes legally unqualified to own the Option Shares, then the Company has the right and option (but not the obligation), exercisable by written notice within _______ (__) days of such termination event, to purchase all of the Option Shares held by Optionee or his estate or personal representatives, and if such option is exercised, Optionee (and his estate and personal representatives) shall be obligated to sell such Option Shares to the Company, at a price per share equal to the “Fair Market Value” thereof, determined as of the end of the month immediately preceding the date of the termination event. Fair Market Value for purposes of this Agreement shall be determined by the Company’s regular independent certified public accountants, which determination shall be conclusive and binding on the Company and Optionee; provided, however, if the shares of the Company’s Common Stock are publicly traded on the date of the termination event, Fair Market Value shall be the closing price per share of the Company’s Common Stock on the date of the termination event. Notwithstanding the foregoing, if the Company should terminate Optionee without cause (as defined in Section 3 above), the Company shall be obligated to repurchase the Option Shares
6 |
upon written notice given to the Company by the Optionee within _____ (___) days of such termination event at the option of the Optionee. Notwithstanding anything contained herein to the contrary, the purchase price for Option Shares under this Section 10(a) shall be not less than the exercise price paid by the Optionee to obtain the Option Shares.
(b) During such ______ (___)-day exercise period, no Transfer of Shares may be made by Optionee or his estate or personal representatives. If the Company does not elect to exercise its purchase rights, then following the exercise period and expiration of the Company’s purchase rights, all Option Shares held by the Optionee (or his estate or personal representatives) shall continue to be held subject to this Agreement and to all restrictions of applicable federal and state securities laws and the Optionee (or his estate or personal representatives, if applicable) may transfer such Option Shares to a bona-fide Proposed Purchaser subject to the right of first refusal of the Company to purchase such Shares pursuant to Section 9 of this Agreement.
(c) If the Company has exercised its option or if the Optionee has required the Company to purchase the Option Shares pursuant to this Section 10, such purchase shall occur at a closing held on a date specified in the Company’s notice to Optionee, which date shall be within _____ (___) days of the termination event, at which time the Optionee (or his estate or personal representatives), shall deliver to the Company the applicable Option Shares (with stock certificates and stock powers therefor endorsed in blank), free and clear of all liens, claims and encumbrances whatsoever, other than this Agreement, and the Company shall deliver a check in payment for the purchase price for the Option Shares. Furthermore, notwithstanding anything to the contrary contained herein, the obligation of the Company to repurchase the Option Shares under this Section 10 are subject to all bank regulatory requirements and availability of sufficient regulatory capital.
11. Sale of Entire Stock of the Company. If the Board of Directors of the Company, in its sole and absolute discretion, or the holders of more than fifty percent (50%) of the shares of Common Stock of the Company accept a bona-fide offer received from a third party unaffiliated with the Company (including an offer which is the result of a solicitation by the Company or such Common Stockholders) for the sale of all or substantially all of the Common Stock of the
7 |
Company, then Optionee agrees to and shall sell all of the Option Shares held by Optionee to the third party purchaser at the same price and terms as to be received solely in respect of share purchase price by the other holders of Common Stock of the Company (which price shall exclude the value of any payments or benefits received by any other shareholder pursuant to any employment, management, consulting, non-competition, severance, restrictive covenant or similar agreement, or any securities or options or warrants or rights to subscribe to securities, payable or granted as compensation or incentives for services rendered or to be rendered). The Optionee shall also tender the Option Shares (together with stock certificates and stock powers therefor endorsed in blank), free and clear of all liens, claims and encumbrances other than this Agreement, and execute and deliver such other instruments and documents so as to implement the approved sale of capital stock of the Company.
12. Execution.
(a) The grant of the Option hereunder shall be binding and effective only if this Agreement is duly executed by or on behalf of the Company and by the Optionee, and a signed copy is returned to the Company.
(b) Optionee acknowledges that no assurances or representations are made by the Company as to the present or future market value of the Common Stock or as to the business, affairs, financial condition or prospects of the Company. Optionee acknowledges that the Common Stock of the Company is not currently publicly traded. Neither Optionee nor his estate, personal representatives or any other successor or transferee shall have any registration rights with respect to any public offering of securities of the Company, its Subsidiaries, Affiliates, successors or assigns.
13. Governing Law. The validity, construction, interpretation and effect of this Agreement shall be governed by and determined in accordance with the law of the State of New York without regard to its conflict of laws rules, except to the extent preempted by federal law, which shall to such extent govern.
8 |
14. Optionee Bound by Plan. OPTIONEE ACKNOWLEDGES RECEIPT OF THE ATTACHED COPY OF THE 2009 EQUITY INCENTIVE PLAN OF THE COMPANY AND AGREES TO BE BOUND BY ALL THE TERMS AND PROVISIONS THEREOF.
METROPOLITAN BANK HOLDING | ||||
AGREED AND ACCEPTED: | CORP. | |||
By: | ||||
Signature of Optionee | Name: | Title: | ||
Printed Name of Optionee |
9 |
Exhibit 10.10
FIRST AMENDMENT TO THE
METROPOLITAN BANK HOLDING CORP.
2009 EQUITY INCENTIVE PLAN
WHEREAS, the Board of Directors (the “Board”) of Metropolitan Bank Holding Corp. (the “Company”) adopted the Metropolitan Bank Holding Corp. 2009 Equity Incentive Plan (“the “Plan”), which was approved by the Company’s shareholders in 2009; and
WHEREAS, the Plan originally reserved a total of 123,000 shares of common stock of the Company (the “Shares”) for issuance to employees and non-employee directors; and
WHEREAS, Section 5 of the Plan provides that the Board may increase or decrease the number of Shares which may be issued under the Plan, subject to any approvals required under applicable law; and
WHEREAS, Section 21 of the Plan provides that the Board may amend the Plan from time to time; and
WHEREAS, the Board wishes to amend the Plan as set forth herein, in order to reserve an additional 300,000 Shares for issuance under the Plan; and
WHEREAS, the Board wishes to submit this First Amendment to the Company’s shareholders for approval at the Company’s 2013 special meeting of shareholders.
NOW THEREFORE, the Plan is hereby amended as follows, effective upon the approval of the Company’s shareholders:
1. Amendment to Section 5 of the Plan. The first sentence of Section 5 of the Plan is hereby amended and restated to read as follows:
“The number of Shares of Common Stock reserved for the grant of Awards under the Plan shall be 423,000, which reflects the initial number of Shares reserved for the grant of Awards under the Plan (123,000) plus an additional 300,000, which are added pursuant to the terms of this amendment.
2. All other provisions of the Plan shall remain unchanged and shall continue in effect.
IN WITNESS WHEREOF, the Board has adopted this First Amendment as of the date of the Company’s 2013 special meeting of shareholders.
METROPOLITAN BANK HOLDING CORP. | ||
By: |
Exhibit 10.11
SECOND AMENDMENT TO THE
METROPOLITAN BANK HOLDING CORP.
2009 EQUITY INCENTIVE PLAN
WHEREAS, the Board of Directors (the “Board”) of Metropolitan Bank Holding Corp. (the “Company”) adopted the Metropolitan Bank Holding Corp. 2009 Equity Incentive Plan (“the “Plan”), which was approved by the Company’s shareholders in 2009; and
WHEREAS, Section 5 of the Plan provides that the Board may increase or decrease the number of shares of common stock of the Company (the “Shares”) which may be issued under the Plan, subject to any approvals required under applicable law; and
WHEREAS, Section 21 of the Plan provides that the Board may amend the Plan from time to time; and
WHEREAS, the Board wishes to amend the Plan as set forth herein, in order to reserve an additional 760,000 Shares for issuance under the Plan; and
WHEREAS, the Board wishes to submit this Second Amendment to the Company’s shareholders for approval at the Company’s 2016 annual meeting of shareholders.
NOW THEREFORE, the Plan is hereby amended as follows, effective upon the approval of the Company’s shareholders:
1. Amendment to Section 5 of the Plan. The first sentence of Section 5 of the Plan is hereby amended and restated to read as follows:
“The number of Shares of Common Stock reserved for the grant of Awards under the Plan shall be 1,183,000, which reflects the number of Shares reserved for the grant of Awards under the Plan (423,000), as amended, plus an additional 760,000, which are added pursuant to the terms of this amendment.
2. All other provisions of the Plan shall remain unchanged and shall continue in effect.
IN WITNESS WHEREOF, the Board has adopted this Second Amendment as of the date of the Company’s 2016 annual meeting of shareholders.
METROPOLITAN BANK HOLDING CORP. | ||
By: |
Exhibit 10.12
METROPOLITAN BANK HOLDING CORP.
AND METROPOLITAN COMMERCIAL BANK
CHANGE IN CONTROL AGREEMENT
This change in control agreement (the “Agreement”) is made effective as of the 18th day of December, 2017 (the “Effective Date”), by and among Metropolitan Bank Holding Corp., a New York corporation with its principal place of business located at 99 Park Avenue, New York, New York 10016 (the “Company”), its wholly-owned subsidiary, Metropolitan Commercial Bank, a commercial bank with its main office also at 99 Park Avenue New York, New York 10016 (the “Bank”), and Gerard Perri (the “Officer”).
WHEREAS, the Officer is currently employed as Executive Vice President and Chief Operating Officer of the Company and the Bank;
WHEREAS, the Company and Bank wish to assure itself of the Officer’s continued active participation in the business of the Company and Bank; and
WHEREAS, in order to induce the Officer to remain in the employ of the Bank and in consideration of Officer’s agreeing to remain in the employ of the Bank, the parties desire to specify the severance benefits which shall be due the Officer in the event that his employment with the Bank is terminated under specified circumstances in the event of and following a Change in Control (as defined below).
NOW, THEREFORE, in consideration of the contribution of the Officer, and upon the other terms and conditions hereinafter provided, the parties hereto agree as follows:
1. | TERM OF AGREEMENT |
The term of this Agreement shall be twelve (12) full calendar months from the Effective Date of this Agreement set forth above, and shall include any extension or renewal made pursuant to this Section. Commencing at the end of each day following the Effective Date, the term of the Agreement shall be extended for one additional day each day so that a constant term of twelve (12) months shall remain in effect hereunder.
2. | DEFINITIONS |
(a) Change in Control. For purposes of this Agreement, a “Change in Control” shall mean the Company or the Bank sells, by way of a merger, consolidation, asset sale or similar transaction, to any one person, or more than one person acting as a group (as determined under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) assets of the Company or the Bank that have a total fair market value equal to more than fifty-one percent (51%) of the total gross fair market value of all of the assets of the corporation immediately before such disposition or related dispositions, where “gross fair market value” means the value of the assets of the corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets).
(b) Good Reason. For purposes of this Agreement, Good Reason shall mean a termination by Officer following a Change in Control if, without Officer’s express written consent, any of the following occurs:
(1) failure to appoint or reappoint Officer to the position and title that the Officer maintained immediately prior to a Change in Control,
(2) a material change in Officer’s authority, duties or responsibilities to become one of lesser authority, duty or responsibilities then the position Officer held immediately prior a Change in Control, or
(3) a material reduction in Officer’s base salary and benefits.
provided, however, that prior to any termination of employment for Good Reason, Officer must first provide written notice to the Bank (or its successor) within sixty (60) days following the initial existence of the condition, describing the existence of such condition, and the Bank shall thereafter have the right to remedy the condition within thirty (30) days of the date the Bank received the written notice from Officer. If the Bank remedies the condition within such thirty (30) day cure period, then no Good Reason shall be deemed to exist with respect to such condition. If the Bank does not remedy the condition within such thirty (30) day cure period, then Officer may deliver a Notice of Termination for Good Reason at any time within sixty (60) days following the expiration of such cure period.
(c) Termination for Cause shall mean termination because of, in the good faith determination of the Board:
(1) the conviction of the Officer of a felony or of any lesser criminal offense involving moral turpitude;
(2) the willful commission by the Officer of a criminal or other act that, in the judgment of the Board or the President and Chief Officer Officer will likely cause substantial economic damage to the Company, the Bank or any subsidiary or substantial injury to the business reputation of the Company, the Bank or any subsidiary;
(3) the commission by the Officer of an act of fraud in the performance of his duties on behalf of the Company, the Bank or any subsidiary;
(4) the continuing willful failure of the Officer to perform his duties to the Company, the Bank or any subsidiary (other than any such failure resulting from the Officer’s incapacity due to physical or mental illness) after written notice thereof;
(5) a material breach by the Officer of the Bank’s Code of Ethics; or
(6) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Officer’s employment with the Bank or the Company.
2 |
A determination of whether Officer’s employment shall be terminated for Cause shall be made at a meeting of the Board called and held for such purpose, at which the Board makes a finding that in good faith opinion of the Board an event set forth in clauses (1), (2), (3), (4), (5), or (6) above has occurred and specifying the particulars thereof in detail.
3. | BENEFITS UPON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL |
If Officer’s employment by the Bank, or its successor, is terminated on or after a Change in Control and during the term of this Agreement by (1) the Bank, or its successor, for a reason other than Cause, or (2) Officer for Good Reason, then the Bank, or its successor, shall pay the Officer, or in the event of his death (subsequent to a change in control and termination of employment), his beneficiary or beneficiaries, or his estate, as applicable, a cash severance amount equal to two (2) times the greater of the Officer’s base salary in effect as of the Date of Termination or the base salary in effect immediately prior to the date of a Change in Control, payable by lump sum within ten (10) business days of the Date of Termination.
In no event shall the aggregate payments to be made or afforded to the Officer under this Agreement (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Officer’s “base amount”, as determined in accordance with Section 280G of the Code. The reduction required among the Termination Benefits provided by this Section 3 shall be applied to the cash severance benefits otherwise payable under this Agreement.
4. | NOTICE OF TERMINATION |
Any purported termination of Officer’s employment by the Bank or by the Officer shall be communicated by Notice of Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice which shall indicate the date of termination and, in the event of termination by the Officer, the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Officer’s employment under the provision so indicated. “Date of Termination” shall mean the date specified in the Notice of Termination (which, in the case of a termination for Cause, shall be immediate).
5. | SOURCE OF PAYMENTS |
It is intended by the parties hereto that all payments provided in this Agreement shall be paid in cash or check from the general funds of the Bank. Further, the Company shall guarantee the payment and provision of all amounts and benefits due hereunder to Officer and, if such amounts and benefits due from the Bank are not timely paid or provided by the Bank, such amounts and benefits shall be paid or provided by the Company.
3 |
6. | ENTIRE AGREEMENT |
This Agreement contains the entire understanding between the parties hereto and supersedes any prior agreement between the Bank and Officer, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to Officer of a kind elsewhere provided. No provision of this Agreement shall be interpreted to mean that Officer is subject to receiving fewer benefits than those available to Officer without reference to this Agreement.
7. | NO ATTACHMENT |
(a) Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation, or to execution, attachment, levy, or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to affect any such action shall be null, void, and of no effect.
(b) This Agreement shall be binding upon, and inure to the benefit of, the Officer, the Bank and the Company and their respective successors and assigns.
8. | MODIFICATION AND WAIVER |
(a) This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.
(b) No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.
9. | POST TERMINATION OBLIGATIONS |
All payments and benefits to Officer under this Agreement shall be subject to Officer's compliance with this Section 9. Officer recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank, the Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank and the Company. Officer will not, during or after the term of Officer’s employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank, the Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever. Notwithstanding the foregoing, Officer may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank. Further, Officer may disclose information regarding the business activities of the Bank or the Company to supervisory governmental authorities pursuant to a formal regulatory request. In the event of a breach or threatened breach by Officer of the provisions of this Section, the Bank will be entitled to an injunction restraining Officer from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or affiliates thereof, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed, or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Officer.
4 |
10. | REQUIRED PROVISIONS |
(a) Without limiting the foregoing, all payment to Officer under this Agreement are subject and conditioned upon compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. part 359.
(b) The Board may terminate Officer’s employment at any time, but any termination by the Board other than Termination for Cause shall not prejudice Officer’s right to compensation or other benefits under this Agreement. Officer shall have no right to receive compensation or other benefits for any period after Termination for Cause.
(c) This Agreement is intended to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations promulgated thereunder.
(d) For purposes of this Agreement, any termination of Officer’s employment shall be construed to require a “Separation from Service” in accordance with Code Section 409A and the regulations promulgated thereunder, such that the Bank and Officer reasonably anticipate that the level of bona fide services Officer would perform after termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding thirty-six (36)-month period.
(e) Notwithstanding the foregoing, in the event Officer is a Specified Employee (as defined herein), then, solely, to the extent required to avoid penalties under Code Section 409A, Officer’s payments shall be delayed until the first day of the seventh month following Officer’s Separation from Service. A “Specified Employee” shall be interpreted to comply with Code Section 409A and shall mean a key employee within the meaning of Code Section 416(i) (without regard to paragraph 5 thereof)
11. | SEVERABILITY |
If, for any reason, any provision of this Agreement, or any part of any provision, is held invalid, such invalidity shall not affect any other provision of this Agreement or any part of such provision not held so invalid, and each such other provision and part thereof shall to the full extent consistent with law continue in full force and effect.
12. | HEADINGS FOR REFERENCE ONLY |
The headings of sections and paragraphs herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.
5 |
13. | GOVERNING LAW |
The validity, interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of New York.
Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by binding arbitration, as an alternative to civil litigation and without any trial by jury to resolve such claims, conducted by a single arbitrator, mutually acceptable to the Bank and Officer, sitting in a location selected by the Bank within fifty (50) miles from the main office of the Bank, in accordance with the rules of the American Arbitration Association’s National Rules for the Resolution of Employment Disputes then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.
14. | PAYMENT OF LEGAL FEES |
All reasonable legal fees paid or incurred by the Officer pursuant to any dispute or question of interpretation relating to this Agreement shall be paid or reimbursed by the Bank if the Officer is successful on the merits pursuant to a legal judgment, arbitration or settlement, provided that such payment shall be made by the Bank not later than two and one-half months after the end of the year in which such dispute is resolved in the Officer’s favor.
15. | SUCCESSOR TO THE BANK AND COMPANY |
The Bank and the Company shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Bank and/or the Company, expressly and unconditionally to assume and agree to perform the obligations of the Bank and the Company under this Agreement, in the same manner and to the same extent that the Bank and the Company would be required to perform if no such succession or assignment had taken place.
16. | OBLIGATIONS OF BANK |
The termination of Officer’s employment, other than following a Change in Control, shall not result in any obligation of the Bank or the Company under this Agreement. This Agreement provides for certain payments and benefits to Officer only in the event that there first occurs a Change in Control.
[Signature Page Follows]
6 |
IN WITNESS WHEREOF, Metropolitan Commercial Bank, Metropolitan Bank Holding Corp. and the Officer have caused this Agreement to be executed as of the Effective Date specified above.
METROPOLITAN COMMERCIAL BANK | ||
By: | /s/ Mark R. DeFazio | |
Name: Mark R. DeFazio | ||
Title: President and Chief Executive Officer | ||
METROPOLITAN BANK HOLDING CORP. | ||
By: | /s/ Mark R. DeFazio | |
Name: Mark R. DeFazio | ||
Title: President and Chief Executive Officer | ||
OFFICER | ||
/s/ Gerard Perri | ||
Gerard Perri |
Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No. 333-221644 on Form S-8 of Metropolitan Bank Holding Corp. and Subsidiary of our report dated March 28, 2018, relating to the consolidated financial statements, appearing in this Annual Report on Form 10-K.
/s/ Crowe Horwath LLP | |
Livingston, New Jersey | |
March 28, 2018 |
| Date: March 28, 2018 | | |
/s/ Mark R. DeFazio
Mark R. DeFazio
President and Chief Executive Officer |
|
| Date: March 28, 2018 | | |
/s/ Gerard A. Perri
Gerard A. Perri
Executive Vice President and Chief Operating Officer (Principal Financial Officer) |
|
| Date: March 28, 2018 | | |
/s/ Mark R. DeFazio
Mark R. DeFazio
President and Chief Executive Officer |
|
| Date: March 28, 2018 | | |
/s/ Gerard A. Perri
Gerard A. Perri
Executive Vice President and Chief Operating Officer (Principal Financial Officer) |
|
@BI]8Z:E6CM*\6MI IK6?1?8!FL<7;^.]NVQC J*N/4@==7?$>S[%I@V^39CG6
ML,M ';.K5_C-=4=3[I).G714[>+
MCI_\Q3A\1? N06L2_P F5P"&1Y'_ )=R']TD_)*\0U^>LZ]?F6+/_P#-C_AI
M[F_LUV+_ *AMHCG;@G^9V?C-_K8ULCD'[M9^./R7+ *\4?\ B&<1O[>-%?ZX
M\$'0W(/\OY#^XS?U;EK.;^VV'_B_P"G6'] _E'SM]=
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M56"Q-]!B\I.^\W 4
CR:
M2PV\3DFM0^YV1I'0C:D&W_M3,="^5N*AM\3)D'BEX^0;3_,+=>VGU56LN37-
MQ/F&L KCXXB':_\ :5TTZ]/8K>W@-XK5/)WG=C2LMI8MQA6O:'),F6F1+<8.
M/EV)S<-R7&7D,QK*NFNJ8?\ K$9&XR1^BTJ^ DO.,N<1QR6>%Y;=/>(Q05JQ
M[7!VM"/N]RQEC:?M#+08Z:,/MBWQB2:4?&X;=!2O?U]BV9J4DDNB2Z%U4?3]
ME1FH_P#*9CE6M>JW N01 1 1 16(_/SR1WCQFXA3,WT1G4_
RX:(RW7U,D=E98/!G
M(]V,ELS)Q9&DRZ?'J-_6/"^.V$+1';-,[1J^KZGV;B!10*;+WP\2YR$[G6YT
MV;11FO80*FJ^)'&SRT7,-&PRFQ9#)(3*3;+RW4;;Y),D)2OY/ZBNO261=.S]
M]^P/IRF!C=\F:CT4=_IV+S\C9O9\T6Z4KV_R^E>-K[RY>33BME[6+2]]7K\2
ML?;*VQ$JO6A0I3)')4495M'PJQ?2EU[H9J;7U+M_(8J7'$.-W\9-S;-<]XT<
M7/JWTT#A73L*\LREY)&V7%W#H8HW&H#0=]--IW"H .M1U6<'XMO+II;GYB\?
M$H]I/B[LQVKBOY;CZJ3(E0O9-TZ]NQ3?R\=IJ=]V;-CN&IIGKV?M&0T5RSAE
M[@#\XP XQSB&NJT&HU(V[B=._M4YPW((;V3Y"XJW(M8'$:D;3T.X #7N[%$'
MFIWEMCC[PNR[/M-Y=,PO,(:+$HUS"B5,UYHFZUUYOHSVM"2-:^@A5^0W$T$$7@NV[I0#T.E/2L-/@MYN>86-;_P'(N3
M?)3*KK3]?,I)>5U:L.P^2F= :D]]BPIO%L(1=$3L<_BS];_-]1N[*<'Q=YCY
MH3.
MS\JIM<;:NL6T#X7A\/;QDQAU]M!>ZKA1U!4:.(.HZKV_)Y'(B1UX*0&0B-M006'H20 1Z
MBI$<5_*1Y"-264K$],;MNU(N8KS3%*JLU_ CLS92H<1F>4VVQ&
Y;%[@[X'."6N=(XK9;'UE_63G
MN7XS4V5YD7WSW%AWMIM:: =A6?9%%N"=3+ZRT+7[S*6OTNB2))$.=\[YB\B?
M?/AL)O!M6/(#=D3ZD$T=5T51IV*8V?$<1=Q-O,C'XUR]G7<]NUIUVT:\ Z]M
M*JIG5WA-\>VF]N3MOZ\TK]@WDZCF4ZV?ZQ]W6G:J98,6"I?N7FUK2(KM
\]K0TNHY[PVOJ]>3=F9;"QV(Y[+2C)Z8_VM.=D9IQO
MWR]MR; 4K]6O]ZON_)ZBOY)>55_YO\[MN)V;_#C>=\CJ-=2-KF[SM=-#6@/W
MK]W<*KSSGEUMPK 29BX&Z3HQM2*N(.W4,D'4=K:=ZK4W=:UG'O7]?K;"4=EI
M>L$]86W=(5[S<*>VAU/R%LW=1V_OI/U+2\ERZYO\ (!WWEX6CU4'H"OU?
MA/,"KWXW(W8,B/W6M5L./0P9/NOE[<"VUWC\N0U[*)A1E=[K)'W+94LNGHHB
M]!KSS:EECBM[<_HWMW=G8YP]?UJ5\5$4]RZ9OZ2(%AZZ5 /J^WUK-2&BU/4!
M$!$!$!%C[O9]CU%.3_##ZW?<6 'K#75MMW8F
M(ZPHG_E;C,Y%K!KY7MQGOEWZ['[2^[O8F3JR*[W-U2D]%R&DEUZ]3,B2?0=S
M/';PF:3X&TK[2!V5[U AN#7/8-SFBH%:5]O8MD1QD\#7CWU)JJEI,HU'_6!E
M]G!1*R3,?O[NW%/M9$J9)MH$3[O5VX;*K@?9+<[V/<86DW^SO41&?0N;\GYD
M
_3OVOKUT^T+'
M8X!8;79YS$T/BUJU[L&RR]92$=[Z/<(X,N1^E&E0WD_721_5<3_V!-LU,ZWQ
M]1[&RS6F8ANW2;;9K/"+=H-7.<*&NI'=2E/2MC'OG8U9JO3.R,^L
M[#[,;Q[!
L^OP'V.">8.,+'O#14T!-!WFG0>M?'2,80
M'N )Z5-*^I6^^'G+/:>].7?D-TAFS&*MX7Q?V=@.(ZU2SG[2:Q:RBEL%[:VF8Q)29D9'Z=)!EL3:V6"QF1AW_,7<
-::QNQH:Y)&IQ$[([Z^4MUQ2''5DY
M=3YSJ26XCJ1=WI\!SEEL]DLW+XN0>'.]#6M^P!;(Q^(L<8W;:-+:Z]2=?:2K
M9_X@/:$37G!?-:J1T]_/\3V9B\+J?3^$NX9)4GH7RSY'^G])M_[H2GRXM'W.
M;\5G_9%CCZMRQ/*9F1V\43^DKRWZE@B^+-1J\A_#E9_I+W]JY:O]TK*:]1_L
M?$QO_D/^7,@3_P I)^25 &"F0M&CH+IH^BJV ?FQ_P -/